Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 09, 2023 | |
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 | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
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 | 324,155,996 | |
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 | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 149,088 | $ 120,715 |
Restricted cash | 19,675 | 17,817 |
Accounts receivable, net of allowance for expected credit losses of $26,322 and $22,752, respectively | 791,767 | 869,000 |
Prepaid expenses and other current assets | 133,254 | 149,476 |
Total current assets | 1,093,784 | 1,157,008 |
Property and equipment, net | 71,445 | 70,898 |
Goodwill | 889,626 | 887,949 |
Other intangible assets, net | 1,840,100 | 1,897,503 |
Investments in unconsolidated affiliates | 130,517 | 129,491 |
Other assets | 112,652 | 119,522 |
Total assets | 4,138,124 | 4,262,371 |
Current liabilities | ||
Current portion of long-term debt | 15,092 | 13,991 |
Accounts payable | 206,926 | 261,464 |
Accrued compensation and benefits | 100,035 | 154,744 |
Other accrued expenses | 160,739 | 133,173 |
Deferred revenues | 48,215 | 37,329 |
Total current liabilities | 531,007 | 600,701 |
Long-term debt, net of current portion | 2,018,807 | 2,022,819 |
Deferred income tax liabilities | 281,666 | 297,874 |
Other long-term liabilities | 112,730 | 111,507 |
Total liabilities | 2,944,210 | 3,032,901 |
Commitments And Contingencies (Note 9) | ||
Redeemable noncontrolling interest | 3,891 | 3,746 |
Equity attributable to stockholders of Advantage Solutions Inc. | ||
Common stock, $0.0001 par value, 3,290,000,000 shares authorized; 323,555,298 and 319,690,300 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 32 | 32 |
Additional paid in capital | 3,417,561 | 3,408,836 |
Accumulated deficit | (2,294,696) | (2,247,109) |
Loans to Karman Topco L.P. | (6,369) | (6,363) |
Accumulated other comprehensive loss | (17,325) | (18,849) |
Treasury stock, at cost; 1,610,014 shares as of March 31, 2023 and December 31, 2022, respectively | (12,567) | (12,567) |
Total equity attributable to stockholders of Advantage Solutions Inc. | 1,086,636 | 1,123,980 |
Nonredeemable noncontrolling interest | 103,387 | 101,744 |
Total stockholders' equity | 1,190,023 | 1,225,724 |
Total liabilities, redeemable noncontrolling interest, and stockholders' equity | $ 4,138,124 | $ 4,262,371 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accounts receivable, net of allowances | $ 26,322 | $ 22,752 |
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 | 323,555,298 | 319,690,300 |
Common stock, shares outstanding | 323,555,298 | 319,690,300 |
Treasury Stock, Common, Shares | 1,610,014 | 1,610,014 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues | $ 1,011,983 | $ 914,808 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 888,040 | 785,943 |
Selling, general, and administrative expenses | 75,095 | 48,073 |
Depreciation and amortization | 57,104 | 57,768 |
Total operating expenses | 1,020,239 | 891,784 |
Operating (loss) income | (8,256) | 23,024 |
Other (income) expenses: | ||
Change in fair value of warrant liability | (73) | (15,442) |
Interest expense, net | 47,191 | 11,883 |
Total other expenses (income) | 47,118 | (3,559) |
(Loss) income before income taxes | (55,374) | 26,583 |
(Benefit from) provision for income taxes | (7,696) | 9,049 |
Net (loss) income | (47,678) | 17,534 |
Less: net loss attributable to noncontrolling interest | (91) | (1,431) |
Net (loss) income attributable to stockholders of Advantage Solutions Inc. | (47,587) | 18,965 |
Other comprehensive income, net of tax: | ||
Foreign currency translation adjustments | 1,524 | 1,389 |
Total comprehensive (loss) income attributable to stockholders of Advantage Solutions Inc. | $ (46,063) | $ 20,354 |
Net (loss) income per common share: | ||
Basic | $ (0.15) | $ 0.06 |
Diluted | $ (0.15) | $ 0.06 |
Weighted-average number of common shares: | ||
Basic | 321,135,117 | 317,784,656 |
Diluted | 321,135,117 | 318,721,082 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - 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, 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 (loss) | 17,524 | 18,965 | 18,965 | (1,441) | |||||
Foreign currency translation adjustments | (1,222) | 1,389 | 1,389 | (2,611) | |||||
Total comprehensive income (loss) | 16,302 | 20,354 | (4,052) | ||||||
Interest on loans to Karman Topco L.P. | (5) | (5) | (5) | ||||||
Equity-based compensation of Karman Topco L.P. | (2,795) | (2,795) | (2,795) | ||||||
Shares issued under Employee Stock Purchase Plan | 1,653 | 1,653 | 1,653 | ||||||
Shares issued under 2020 Employee Stock Purchase Plan, Shares | 242,427 | ||||||||
Shares issued under 2020 Incentive Award Plan, Shares | 1,187,850 | ||||||||
Stock-based compensation expense | 7,214 | 7,214 | 7,214 | ||||||
Balance at Mar. 31, 2022 | 2,602,770 | $ 32 | $ (12,567) | 3,379,350 | (847,642) | (6,345) | (3,090) | 2,509,738 | 93,032 |
Balance, Shares at Mar. 31, 2022 | 318,393,829 | 1,610,014 | |||||||
Balance at Dec. 31, 2022 | 1,225,724 | $ 32 | $ (12,567) | 3,408,836 | (2,247,109) | (6,363) | (18,849) | 1,123,980 | 101,744 |
Balance, Shares at Dec. 31, 2022 | 319,690,300 | 1,610,014 | |||||||
Net income (loss) | (47,757) | (47,587) | (47,587) | (170) | |||||
Foreign currency translation adjustments | 3,337 | 1,524 | 1,524 | 1,813 | |||||
Total comprehensive income (loss) | (44,420) | (46,063) | 1,643 | ||||||
Interest on loans to Karman Topco L.P. | (6) | (6) | (6) | ||||||
Equity-based compensation of Karman Topco L.P. | (2,269) | (2,269) | (2,269) | ||||||
Shares issued under Employee Stock Purchase Plan | 1,193 | 1,193 | 1,193 | ||||||
Shares issued under 2020 Employee Stock Purchase Plan, Shares | 674,976 | ||||||||
Payments for taxes related to net share settlement under 2020 Incentive Award Plan | (1,277) | (1,277) | (1,277) | ||||||
Shares issued under 2020 Incentive Award Plan, Shares | 3,190,022 | ||||||||
Stock-based compensation expense | 11,078 | 11,078 | 11,078 | ||||||
Balance at Mar. 31, 2023 | $ 1,190,023 | $ 32 | $ (12,567) | $ 3,417,561 | $ (2,294,696) | $ (6,369) | $ (17,325) | $ 1,086,636 | $ 103,387 |
Balance, Shares at Mar. 31, 2023 | 323,555,298 | 1,610,014 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) income | $ (47,678) | $ 17,534 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities | ||
Noncash interest expense (income) | 1,911 | (20,966) |
Amortization of deferred financing fees | 2,109 | 2,262 |
Depreciation and amortization | 57,104 | 57,768 |
Change in fair value of warrant liability | (73) | (15,442) |
Fair value adjustments related to contingent consideration | 4,292 | 2,134 |
Deferred income taxes | (16,442) | 7,235 |
Equity-based compensation of Karman Topco L.P. | (2,269) | (2,795) |
Stock-based compensation | 11,210 | 7,771 |
Equity in earnings of unconsolidated affiliates | (1,630) | (4,181) |
Distribution received from unconsolidated affiliates | 588 | 0 |
Loss on sale of businesses and classification of assets held for sale | 11,744 | 0 |
Loss on disposal of assets | 4,752 | 2,850 |
Changes in operating assets and liabilities, net of effects from purchases of businesses: | ||
Accounts receivable, net | 72,914 | 18,931 |
Prepaid expenses and other assets | 15,313 | (69,356) |
Accounts payable | (53,503) | (56,898) |
Accrued compensation and benefits | (54,824) | 1,808 |
Deferred revenues | 10,609 | 2,446 |
Other accrued expenses and other liabilities | 26,959 | 24,944 |
Net cash provided by (used in) operating activities | 43,086 | (23,955) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of businesses, net of cash acquired | 0 | (1,800) |
Purchase of property and equipment | (7,278) | (10,439) |
Net cash used in investing activities | (7,278) | (12,239) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings under lines of credit | 56,843 | 9,337 |
Payments on lines of credit | (56,033) | (8,967) |
Principal payments on long-term debt | (3,398) | (3,325) |
Repurchases from the Term Loan Facility | (1,725) | 0 |
Proceeds from issuance of common stock | 1,193 | 1,653 |
Payments for taxes related to net share settlement under 2020 Incentive Award Plan | (1,277) | 0 |
Contingent consideration payments | (1,101) | 0 |
Holdback payments | (1,380) | (715) |
Net cash used in financing activities | (6,878) | (2,017) |
Net effect of foreign currency changes on cash | 1,301 | (1,485) |
Net change in cash, cash equivalents and restricted cash | 30,231 | (39,696) |
Cash, cash equivalents and restricted cash, beginning of period | 138,532 | 180,637 |
Cash, cash equivalents and restricted cash, end of period | 168,763 | 140,941 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Purchase of property and equipment recorded in accounts payable and accrued expenses | $ 2,105 | $ 1,403 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022 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 March 31, 2023 and for the three months ended March 31, 2023 and 2022 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, 2022 and the related footnotes thereto. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. Certain prior period balances have been reclassified to conform to the current Consolidated Statements of Cash Flows. These reclassifications had no impact on previously reported Consolidated Balance Sheets, Consolidated Statements of Operations Comprehensive (Loss) Income, and Consolidated Statements of Stockholders’ Equity . 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 provide for 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 March 31, 2023 2022 (in thousands) Sales brand-centric services $ 334,669 $ 329,356 Sales retail-centric services 278,675 262,613 Total sales revenues 613,344 591,969 Marketing brand-centric services 123,432 113,574 Marketing retail-centric services 275,207 209,265 Total marketing revenues 398,639 322,839 Total revenues $ 1,011,983 $ 914,808 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 months ended March 31, 2023 that were included in Deferred revenues as of December 31, 2022 were $ 12.8 million . Revenues recognized during the three months ended March 31, 2022 that were included in Deferred revenues as of December 31, 2021 were $ 21.6 million. |
Held for Sale
Held for Sale | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Held for Sale | 2. Held for Sale In April 2023, the Company entered into an agreement and sold a portion of its sales reporting unit resulting in classification of certain assets and liabilities as held for sale as of March 31, 2023. The total assets and liabilities of the sales reporting unit disposal group that have met the classification of held for sale in the Company’s Condensed Consolidated Balance Sheet are as follows: (in thousands) March 31, 2023 Assets Accounts receivable $ 442 Inventory and other assets 13,590 Property and equipment 651 Intangible assets 5,504 Total assets held for sale $ 20,187 Liabilities Accounts payable $ 3,130 Other long-term liabilities 1,648 Total liabilities held for sale $ 4,778 Assets and liabilities to be disposed of by the sale are classified as held for sale if the carrying amount is principally expected to be recovered through a sale rather than through continuing use. The classification occurs when the disposal group is available for immediate sale and the sale is probable. These criteria are generally met when an agreement to sell exists, or management has committed to a plan to sell the assets within one year. Disposal groups are measured at the lower of carrying amount or fair value less costs to sell, and long-lived assets included within the disposal group are not depreciated or amortized. The fair value of a disposal group, less any costs to sell, is assessed each reporting period it remains classified as held for sale and any remeasurement to the lower of carrying value or fair value less costs to sell is reported as an adjustment to the carrying value of the disposal group. The Company determined that the disposal groups classified as held for sale do not meet the criteria for classification as discontinued operations. During the three months ended March 31, 2023, the Company recorded a loss of $ 11.7 million to remeasure the disposal group to fair value plus costs to sell as a component of “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income . |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 3. Intangible Assets The following tables set forth information for intangible assets: March 31, 2023 (amounts in thousands) Weighted Average Useful Life Gross Carrying Accumulated Accumulated Net Carrying Finite-lived intangible assets: Client relationships 14 years $ 2,476,840 $ 1,380,943 $ — $ 1,095,897 Trade names 10 years 97,159 50,685 — 46,474 Developed technology 6 years 7,500 4,771 — 2,729 Total finite-lived intangible assets 2,581,499 1,436,399 — 1,145,100 Indefinite-lived intangible assets: Trade names 1,480,000 — 785,000 695,000 Total other intangible assets $ 4,061,499 $ 1,436,399 $ 785,000 $ 1,840,100 December 31, 2022 (amounts in thousands) Weighted Average Useful Life Gross Carrying Accumulated Accumulated Net Carrying Finite-lived intangible assets: Client relationships 14 years $ 2,488,802 $ 1,338,381 $ — $ 1,150,421 Trade names 10 years 97,009 47,986 — 49,023 Developed technology 6 years 7,500 4,441 — 3,059 Total finite-lived intangible assets 2,593,311 1,390,808 — 1,202,503 Indefinite-lived intangible assets: Trade names 1,480,000 — 785,000 695,000 Total other intangible assets $ 4,073,311 $ 1,390,808 $ 785,000 $ 1,897,503 Amortization of intangible assets was $ 49.7 million and $ 50.3 million for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, estimated future amortization expense of the Company’s existing intangible assets are as follows: (in thousands) Remainder of 2023 $ 147,721 2024 195,755 2025 189,696 2026 185,697 2027 181,092 Thereafter 245,139 Total amortization expense $ 1,145,100 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 4. Debt March 31, December 31, (in thousands) 2023 2022 Term Loan Facility $ 1,293,188 $ 1,298,500 Notes 775,000 775,000 Government loans for COVID-19 relief 4,338 4,480 Other 1,635 1,207 Total long-term debt 2,074,161 2,079,187 Less: current portion 15,092 13,991 Less: debt issuance costs 40,262 42,377 Long-term debt, net of current portion $ 2,018,807 $ 2,022,819 As of March 31, 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, 2023 for the year ended December 31, 2022 (the “2022 Annual Report”) ) and $ 775.0 million of debt outstanding under the Notes (as defined in the 2022 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 March 31, 2023. 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 in each of the three months ended March 31, 2023 and 2022. Additionally, the Company voluntarily repurchased an aggregate $ 2.0 million principal amount of its Term Loan Facility during the three months ended March 31, 2023. No payments under the excess cash flow calculation were required in such periods. As of March 31, 2023, the Company had no borrowings under the Revolving Credit Facility (as defined in the 2022 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 or Canadian Prime Rate plus an applicable margin of 0.75 %, 1.00 %, or 1.25 % per annum or (ii) Term SOFR or Alternative Currency Spread plus an applicable margin of 1.75 %, 2.00 % or 2.25 % 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 | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 5. 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. March 31, 2023 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Derivative financial instruments $ 39,564 $ — $ 39,564 $ — Total assets measured at fair value $ 39,564 $ — $ 39,564 $ — Liabilities measured at fair value Warrant liability $ 880 $ — $ 880 $ — Contingent consideration liabilities 23,054 — — 23,054 Total liabilities measured at fair value $ 23,934 $ — $ 880 $ 23,054 December 31, 2022 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Derivative financial instruments $ 47,493 $ — $ 47,493 $ — Total assets measured at fair value $ 47,493 $ — $ 47,493 $ — Liabilities measured at fair value Warrant liability $ 953 $ — $ 953 $ — Contingent consideration liabilities 20,334 — — 20,334 Total liabilities measured at fair value $ 21,287 $ — $ 953 $ 20,334 Interest Rate Cap Agreements The Company had interest rate cap contracts with an aggregate notional value of principal of $ 650.0 million as of March 31, 2023 and December 31, 2022, respectively, from various financial institutions to manage the Company’s exposure to interest rate movements on variable rate credit facilities. The fair value of the Company’s outstanding interest rate caps of $ 39.6 million and $ 47.5 million were included in “Prepaid expenses and other current assets” in the Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022, respectively, with changes in fair value recognized as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. During the three months ended March 31, 2023 and 2022, the Company recorded a gain of $ 1.9 million and a gain of $ 21.0 million, respectively, within Interest expense , net, related to changes in the fair value of its derivative instruments. 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 (Loss) Income. As of March 31, 2023, the maximum potential payment outcomes were $ 109.5 million. The following table summarizes the changes in the carrying value of estimated contingent consideration liabilities: March 31, (in thousands) 2023 2022 Beginning of the period $ 20,334 $ 58,366 Fair value of acquisitions — 510 Changes in fair value 4,292 2,134 Payments ( 1,572 ) — Foreign exchange translation effects — ( 106 ) End of the period $ 23,054 $ 60,904 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 March 31, 2023 Term Loan Facility $ 1,293,188 $ 1,376,411 Notes 775,000 765,564 Government loans for COVID-19 relief 4,338 4,495 Other 1,635 1,635 Total long-term debt $ 2,074,161 $ 2,148,105 (in thousands) Carrying Value Fair Value Balance at December 31, 2022 Term Loan Facility $ 1,298,500 $ 1,372,125 Notes 775,000 736,517 Government loans for COVID-19 relief 4,480 4,723 Other 1,207 1,207 Total long-term debt $ 2,079,187 $ 2,114,572 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6. Related Party Transactions Beginning February 2023, an officer of the Company has served as a member of the board of directors of a client of the Company. The Company recognized $ 0.8 million of revenues from such client during the three months ended March 31, 2023. Accounts receivable from this client were $ 0.6 million as of March 31, 2023. Investment in Unconsolidated Affiliates During the three months ended March 31, 2023 and 2022, the Company recognized revenues of $ 3.7 million and $ 3.8 million, respectively, from a parent company of an unconsolidated affiliate. Accounts receivable from this client were $ 1.9 million and $ 1.7 million as of March 31, 2023 and December 31, 2022, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes The Company’s effective tax rates were 13.9 % and 34.0 % for the three months ended March 31, 2023 and 2022, 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 a difference in projected book income or loss of each jurisdiction used in the annual effective tax rate and the application of the shortfall of $ 2.6 million of stock-based compensation for the three months ended March 31, 2023. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segments | 8. 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 consumer goods 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 (loss) income. (in thousands) Sales Marketing Total Three Months Ended March 31, 2023 Revenues $ 613,344 $ 398,639 $ 1,011,983 Depreciation and amortization $ 39,814 $ 17,290 $ 57,104 Operating loss $ ( 4,146 ) $ ( 4,110 ) $ ( 8,256 ) Three Months Ended March 31, 2022 Revenues $ 591,969 $ 322,839 $ 914,808 Depreciation and amortization $ 40,969 $ 16,799 $ 57,768 Operating income $ 18,973 $ 4,051 $ 23,024 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. 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. In April 2018, the Company acquired the business of Take 5 Media Group (“Take 5”). As a result of an investigation into that business in 2019 that identified certain misconduct, the Company terminated all operations of the Take 5 in July 2019, including the use of its associated trade names and the offering of its services to its clients and offered refunds to clients of collected revenues attributable to the period after the Company’s acquisition. The Company refers to the foregoing as the Take 5 Matter. The Company voluntarily disclosed to the United States Attorney’s Office and the Federal Bureau of Investigation certain misconduct occurring at Take 5. The Company intends to cooperate in this and any other governmental investigations that may arise in connection with the Take 5 Matter. In August 2019, the Company requested monetary indemnification from the sellers of Take 5 (including interest, fees and costs) based on allegations of breach of the asset purchase agreement, as well as fraud. In October 2022, an 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. 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 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 previously 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. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 10. 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 $ 9.1 million and $ 7.8 million during the three months ended March 31, 2023 and 2022, respectively. The related deferred tax benefit for stock-based compensation recognized was $ 2.0 million and $ 1.5 million for the three months ended March 31, 2023 and 2022, 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 (“PSU Revenues”) and Adjusted EBITDA (“PSU 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 2023, the Compensation Committee determined that the achievement of the performance objective applicable to the PSU EBITDA 2022 objective did not meet the minimum threshold and the achievement of the performance objective applicable to the PSU Revenues 2022 objective was 83.2 % of Target Goals. The performance period for those awards ended on December 31, 2022 but remain subject to service-based vesting conditions. The fair value of PSU grants was equal to the closing price of the Company's stock on the date of the applicable grant. The maximum potential expense if the Maximum Goals were met for these awards has been provided in the table below. 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, 2023—December 31, 2023 2,395,790 4,791,580 7,187,370 $ 1.95 $ 9,066,465 3.0 years January 1, 2022—December 31, 2022 1,079,545 1,079,545 1,079,545 $ 5.28 $ 2,130,720 2.1 years January 1, 2021—December 31, 2021 479,923 479,923 645,219 $ 11.29 $ 1,310,622 0.9 years The following table summarizes the PSU activity for the three months ended March 31, 2023: Performance Share Units Weighted Average Grant Outstanding at January 1, 2023 6,373,064 $ 7.05 Granted 4,791,580 $ 1.95 Distributed ( 807,359 ) $ 10.87 Forfeited ( 671,516 ) $ 6.93 PSU performance adjustment ( 3,169,425 ) $ 5.40 Outstanding at March 31, 2023 6,516,344 $ 3.43 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 three months ended March 31, 2023, the following activities involving RSUs occurred under the Plan: Number of RSUs Weighted Average Grant Outstanding at January 1, 2023 9,576,760 $ 5.91 Granted 13,489,512 $ 2.01 Distributed ( 3,048,062 ) $ 5.77 Forfeited ( 461,894 ) $ 5.66 Outstanding at March 31, 2023 19,556,316 $ 3.25 As of March 31, 2023, the total remaining unrecognized compensation cost related to RSUs amounted to $ 41.8 million, which is expected to be amortized over the weighted-average remaining requisite service periods of 2.5 years. Stock Options During the three months ended March 31, 2023, the following activities involving stock options occurred under the Plan: Stock Options Weighted Average Exercise Price Outstanding at January 1, 2023 2,115,664 $ 3.92 Granted 8,000,000 $ 6.44 Forfeited ( 677,079 ) $ 5.99 Outstanding at March 31, 2023 9,438,585 $ 5.91 The fair value of the employee stock options granted was estimated using the following weighted average assumptions for the three months ended: March 31, 2023 2022 Share price $ 2.65 $ 5.99 Exercise price $ 6.44 $ 5.99 Dividend yield 0.0 % 0.0 % Expected volatility 40.0 % 30.0 % Risk-free interest rate 3.4 % 2.0 % Expected term 7.0 years 6.5 years As of March 31, 2023, the Company had approximately $ 7.2 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 4.6 years . The intrinsic value of all outstanding options as of March 31, 2023 was zero based on the market price of the Company's common stock of $ 1.58 per share. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. 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 March 31, (in thousands, except share and earnings per share data) 2023 2022 Basic earnings per share computation: Numerator: Net (loss) income attributable to stockholders of $ ( 47,587 ) $ 18,965 Denominator: Weighted average common shares - basic 321,135,117 317,784,656 Basic (loss) earnings per common share $ ( 0.15 ) $ 0.06 Diluted earnings per share computation: Numerator: Net (loss) income attributable to stockholders of $ ( 47,587 ) $ 18,965 Denominator: Weighted average common shares outstanding 321,135,117 317,784,656 Performance Stock Units — 120,144 Restricted Stock Units — 668,291 Employee stock purchase plan and stock options — 147,991 Weighted average common shares - diluted 321,135,117 318,721,082 Diluted (loss) earnings per common share $ ( 0.15 ) $ 0.06 The Company had 18,578,321 warrants to purchase Class A common stock at $ 11.50 per share outstanding at March 31, 2023 and 2022, respectively, 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 months ended March 31, 2023 and 2022 did not exceed the exercise price of the warrants. In accordance with the treasury method the weighted average shares outstanding assuming dilution include the incremental effect of stock-based awards, except when such effect would be antidilutive. Stock-based awards of 2.2 million weighted-average shares were outstanding for the three months ended March 31, 2023, but were not included in the computation of diluted loss per common share, because the net loss position of the Company made them antidilutive. In addition, PSUs related to 4.8 million and 4.4 million shares assuming achievement of the Target Goals were outstanding for the three months ended March 31, 2023 and 2022, respectively, but were not included in the computation of diluted (loss) earnings per common share, as the performance targets were not yet met. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events In April 2023, the Company entered into two interest rate collar transactions in an aggregate notional amount of $ 300.0 million. Both collars have maturity dates of April 5, 2026 . In April 2023, a majority owned subsidiary of the Company operating in Japan entered into a loan agreement for an aggregate of approximately $ 1.5 million with a bank lender pursuant to a local government loan program. The purpose of the loan is to use the borrowed funds for working capital and to fund the anticipated recovery of business operations from the COVID-19 pandemic. Half of the loan bears an interest rate of 1.70 % per annum until the maturity date of April 30, 2043 . The remainder of the loan bears 0.80 % per annum until April 18, 2026 , at which time the loan will bear an interest rate of 1.70 % until the maturity date. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022 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 March 31, 2023 and for the three months ended March 31, 2023 and 2022 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, 2022 and the related footnotes thereto. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. Certain prior period balances have been reclassified to conform to the current Consolidated Statements of Cash Flows. These reclassifications had no impact on previously reported Consolidated Balance Sheets, Consolidated Statements of Operations Comprehensive (Loss) Income, and Consolidated Statements of Stockholders’ Equity . |
Revenue Recognition | 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 provide for 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 March 31, 2023 2022 (in thousands) Sales brand-centric services $ 334,669 $ 329,356 Sales retail-centric services 278,675 262,613 Total sales revenues 613,344 591,969 Marketing brand-centric services 123,432 113,574 Marketing retail-centric services 275,207 209,265 Total marketing revenues 398,639 322,839 Total revenues $ 1,011,983 $ 914,808 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 months ended March 31, 2023 that were included in Deferred revenues as of December 31, 2022 were $ 12.8 million . Revenues recognized during the three months ended March 31, 2022 that were included in Deferred revenues as of December 31, 2021 were $ 21.6 million. |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Disaggregation of Revenue | Disaggregated revenues were as follows: Three Months Ended March 31, 2023 2022 (in thousands) Sales brand-centric services $ 334,669 $ 329,356 Sales retail-centric services 278,675 262,613 Total sales revenues 613,344 591,969 Marketing brand-centric services 123,432 113,574 Marketing retail-centric services 275,207 209,265 Total marketing revenues 398,639 322,839 Total revenues $ 1,011,983 $ 914,808 |
Held for Sale (Tables)
Held for Sale (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Total Assets and Liabilities Held for Sale | The total assets and liabilities of the sales reporting unit disposal group that have met the classification of held for sale in the Company’s Condensed Consolidated Balance Sheet are as follows: (in thousands) March 31, 2023 Assets Accounts receivable $ 442 Inventory and other assets 13,590 Property and equipment 651 Intangible assets 5,504 Total assets held for sale $ 20,187 Liabilities Accounts payable $ 3,130 Other long-term liabilities 1,648 Total liabilities held for sale $ 4,778 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | Disaggregated revenues were as follows: Three Months Ended March 31, 2023 2022 (in thousands) Sales brand-centric services $ 334,669 $ 329,356 Sales retail-centric services 278,675 262,613 Total sales revenues 613,344 591,969 Marketing brand-centric services 123,432 113,574 Marketing retail-centric services 275,207 209,265 Total marketing revenues 398,639 322,839 Total revenues $ 1,011,983 $ 914,808 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary Of Intangible Assets | The following tables set forth information for intangible assets: March 31, 2023 (amounts in thousands) Weighted Average Useful Life Gross Carrying Accumulated Accumulated Net Carrying Finite-lived intangible assets: Client relationships 14 years $ 2,476,840 $ 1,380,943 $ — $ 1,095,897 Trade names 10 years 97,159 50,685 — 46,474 Developed technology 6 years 7,500 4,771 — 2,729 Total finite-lived intangible assets 2,581,499 1,436,399 — 1,145,100 Indefinite-lived intangible assets: Trade names 1,480,000 — 785,000 695,000 Total other intangible assets $ 4,061,499 $ 1,436,399 $ 785,000 $ 1,840,100 December 31, 2022 (amounts in thousands) Weighted Average Useful Life Gross Carrying Accumulated Accumulated Net Carrying Finite-lived intangible assets: Client relationships 14 years $ 2,488,802 $ 1,338,381 $ — $ 1,150,421 Trade names 10 years 97,009 47,986 — 49,023 Developed technology 6 years 7,500 4,441 — 3,059 Total finite-lived intangible assets 2,593,311 1,390,808 — 1,202,503 Indefinite-lived intangible assets: Trade names 1,480,000 — 785,000 695,000 Total other intangible assets $ 4,073,311 $ 1,390,808 $ 785,000 $ 1,897,503 |
Summary Of Estimated Future Amortization Expenses Of Intangible Assets | As of March 31, 2023, estimated future amortization expense of the Company’s existing intangible assets are as follows: (in thousands) Remainder of 2023 $ 147,721 2024 195,755 2025 189,696 2026 185,697 2027 181,092 Thereafter 245,139 Total amortization expense $ 1,145,100 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Long term Debt, Net of Current Portion | March 31, December 31, (in thousands) 2023 2022 Term Loan Facility $ 1,293,188 $ 1,298,500 Notes 775,000 775,000 Government loans for COVID-19 relief 4,338 4,480 Other 1,635 1,207 Total long-term debt 2,074,161 2,079,187 Less: current portion 15,092 13,991 Less: debt issuance costs 40,262 42,377 Long-term debt, net of current portion $ 2,018,807 $ 2,022,819 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 Term Loan Facility $ 1,293,188 $ 1,376,411 Notes 775,000 765,564 Government loans for COVID-19 relief 4,338 4,495 Other 1,635 1,635 Total long-term debt $ 2,074,161 $ 2,148,105 (in thousands) Carrying Value Fair Value Balance at December 31, 2022 Term Loan Facility $ 1,298,500 $ 1,372,125 Notes 775,000 736,517 Government loans for COVID-19 relief 4,480 4,723 Other 1,207 1,207 Total long-term debt $ 2,079,187 $ 2,114,572 |
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: March 31, (in thousands) 2023 2022 Beginning of the period $ 20,334 $ 58,366 Fair value of acquisitions — 510 Changes in fair value 4,292 2,134 Payments ( 1,572 ) — Foreign exchange translation effects — ( 106 ) End of the period $ 23,054 $ 60,904 |
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. March 31, 2023 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Derivative financial instruments $ 39,564 $ — $ 39,564 $ — Total assets measured at fair value $ 39,564 $ — $ 39,564 $ — Liabilities measured at fair value Warrant liability $ 880 $ — $ 880 $ — Contingent consideration liabilities 23,054 — — 23,054 Total liabilities measured at fair value $ 23,934 $ — $ 880 $ 23,054 December 31, 2022 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Derivative financial instruments $ 47,493 $ — $ 47,493 $ — Total assets measured at fair value $ 47,493 $ — $ 47,493 $ — Liabilities measured at fair value Warrant liability $ 953 $ — $ 953 $ — Contingent consideration liabilities 20,334 — — 20,334 Total liabilities measured at fair value $ 21,287 $ — $ 953 $ 20,334 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Summary Of Revenue And Operating Income | The Company and its chief operating decision maker evaluate performance based on revenues and operating (loss) income. (in thousands) Sales Marketing Total Three Months Ended March 31, 2023 Revenues $ 613,344 $ 398,639 $ 1,011,983 Depreciation and amortization $ 39,814 $ 17,290 $ 57,104 Operating loss $ ( 4,146 ) $ ( 4,110 ) $ ( 8,256 ) Three Months Ended March 31, 2022 Revenues $ 591,969 $ 322,839 $ 914,808 Depreciation and amortization $ 40,969 $ 16,799 $ 57,768 Operating income $ 18,973 $ 4,051 $ 23,024 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023—December 31, 2023 2,395,790 4,791,580 7,187,370 $ 1.95 $ 9,066,465 3.0 years January 1, 2022—December 31, 2022 1,079,545 1,079,545 1,079,545 $ 5.28 $ 2,130,720 2.1 years January 1, 2021—December 31, 2021 479,923 479,923 645,219 $ 11.29 $ 1,310,622 0.9 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 three months ended March 31, 2023: Performance Share Units Weighted Average Grant Outstanding at January 1, 2023 6,373,064 $ 7.05 Granted 4,791,580 $ 1.95 Distributed ( 807,359 ) $ 10.87 Forfeited ( 671,516 ) $ 6.93 PSU performance adjustment ( 3,169,425 ) $ 5.40 Outstanding at March 31, 2023 6,516,344 $ 3.43 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of stock option plan activity | During the three months ended March 31, 2023, the following activities involving RSUs occurred under the Plan: Number of RSUs Weighted Average Grant Outstanding at January 1, 2023 9,576,760 $ 5.91 Granted 13,489,512 $ 2.01 Distributed ( 3,048,062 ) $ 5.77 Forfeited ( 461,894 ) $ 5.66 Outstanding at March 31, 2023 19,556,316 $ 3.25 |
Stock Options [Member] | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of stock option plan activity | During the three months ended March 31, 2023, the following activities involving stock options occurred under the Plan: Stock Options Weighted Average Exercise Price Outstanding at January 1, 2023 2,115,664 $ 3.92 Granted 8,000,000 $ 6.44 Forfeited ( 677,079 ) $ 5.99 Outstanding at March 31, 2023 9,438,585 $ 5.91 |
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 three months ended: March 31, 2023 2022 Share price $ 2.65 $ 5.99 Exercise price $ 6.44 $ 5.99 Dividend yield 0.0 % 0.0 % Expected volatility 40.0 % 30.0 % Risk-free interest rate 3.4 % 2.0 % Expected term 7.0 years 6.5 years |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, (in thousands, except share and earnings per share data) 2023 2022 Basic earnings per share computation: Numerator: Net (loss) income attributable to stockholders of $ ( 47,587 ) $ 18,965 Denominator: Weighted average common shares - basic 321,135,117 317,784,656 Basic (loss) earnings per common share $ ( 0.15 ) $ 0.06 Diluted earnings per share computation: Numerator: Net (loss) income attributable to stockholders of $ ( 47,587 ) $ 18,965 Denominator: Weighted average common shares outstanding 321,135,117 317,784,656 Performance Stock Units — 120,144 Restricted Stock Units — 668,291 Employee stock purchase plan and stock options — 147,991 Weighted average common shares - diluted 321,135,117 318,721,082 Diluted (loss) earnings per common share $ ( 0.15 ) $ 0.06 |
Organization and Significant _4
Organization and Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative | ||
Contract with customers liability revenue recognised | $ 12.8 | $ 21.6 |
Warrant [Member] | ADV | ADVWW | ||
Collaborative Arrangement and Arrangement Other than Collaborative | ||
Class of warrant or right exercise price of warrants or rights | $ 11.50 |
Organization and Significant _5
Organization and Significant Accounting Policies - Disaggregation Of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 1,011,983 | $ 914,808 |
Sales Revenues [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 613,344 | 591,969 |
Marketing Revenues [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 398,639 | 322,839 |
Marketing Brand Centric Services [Member] | Marketing Revenues [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 123,432 | 113,574 |
Marketing Retail Centric Services [Member] | Marketing Revenues [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 275,207 | 209,265 |
Sales Brand Centric Services [Member] | Sales Revenues [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 334,669 | 329,356 |
Sales Brand Retail Services [Member] | Sales Revenues [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 278,675 | $ 262,613 |
Held for Sale - Schedule of Tot
Held for Sale - Schedule of Total Assets and Liabilities Held for Sale (Details) - Sales Reporting Unit Disposal Group [Member] $ in Thousands | Mar. 31, 2023 USD ($) |
Assets | |
Accounts receivable | $ 442 |
Inventory and other assets | 13,590 |
Property and equipment | 651 |
Intangible assets | 5,504 |
Total assets held for sale | 20,187 |
Liabilities | |
Accounts payable | 3,130 |
Other long-term liabilities | 1,648 |
Total liabilities held for sale | $ 4,778 |
Held for Sale (Additional Infor
Held for Sale (Additional Information) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Sales Reporting Unit Disposal Group [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Loss on Remeasurement to fair value and costs incurred | $ 11.7 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 1,011,983 | $ 914,808 |
Acquisitions - Schedule of Fair
Acquisitions - Schedule of Fair Values of Identifiable Assets and Liabilities of Acquisitions (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Liabilities | ||
Goodwill arising from acquisitions | $ 889,626 | $ 887,949 |
Intangible Assets -Additional I
Intangible Assets -Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill [Line Items] | ||
Amortization expense | $ 49.7 | $ 50.3 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Finite-lived Intangible Assets [Roll Forward] | ||
Gross Carrying Value | $ 2,581,499 | $ 2,593,311 |
Accumulated Amortization | 1,436,399 | 1,390,808 |
Net Carrying Value | 1,145,100 | 1,202,503 |
Indefinite-lived Intangible Assets [Roll Forward] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 1,480,000 | 1,480,000 |
Indefinite-Lived Trade Names | 695,000 | 695,000 |
Intangible Assets, Gross (Excluding Goodwill) | 4,061,499 | 4,073,311 |
Other Intangible Assets Accumulated Amortization | 1,436,399 | 1,390,808 |
Indefinite Lived Trade Names Impairment Charges | 785,000 | 785,000 |
Intangible Assets Impairement Charges | 785,000 | 785,000 |
Intangible Assets, Net (Including Goodwill) | $ 1,840,100 | $ 1,897,503 |
Client relationships [Member] | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Weighted Average Useful Life | 14 years | 14 years |
Gross Carrying Value | $ 2,476,840 | $ 2,488,802 |
Accumulated Amortization | 1,380,943 | 1,338,381 |
Net Carrying Value | $ 1,095,897 | $ 1,150,421 |
Trade names [Member] | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Weighted Average Useful Life | 10 years | 10 years |
Gross Carrying Value | $ 97,159 | $ 97,009 |
Accumulated Amortization | 50,685 | 47,986 |
Net Carrying Value | $ 46,474 | $ 49,023 |
Developed technology [Member] | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Weighted Average Useful Life | 6 years | 6 years |
Gross Carrying Value | $ 7,500 | $ 7,500 |
Accumulated Amortization | 4,771 | 4,441 |
Net Carrying Value | $ 2,729 | $ 3,059 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of estimated future amortization expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
2024 | $ 195,755 | |
2025 | 189,696 | |
2026 | 185,697 | |
2027 | 181,092 | |
Thereafter | 245,139 | |
Total amortization expense | $ 1,145,100 | $ 1,202,503 |
Debt - Summary of Long term Deb
Debt - Summary of Long term Debt, Net of Current Portion (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Line Items] | ||
Debt carrying amount | $ 2,074,161 | $ 2,079,187 |
Less: current portion | 15,092 | 13,991 |
Less: debt issuance costs | 40,262 | 42,377 |
Long-term debt, net of current portion | 2,018,807 | 2,022,819 |
Term Loan Facility [Member] | ||
Debt Disclosure [Line Items] | ||
Debt carrying amount | 1,293,188 | 1,298,500 |
Notes [Member] | ||
Debt Disclosure [Line Items] | ||
Debt carrying amount | 775,000 | 775,000 |
Government loans for COVID-19 relief | ||
Debt Disclosure [Line Items] | ||
Debt carrying amount | 4,338 | 4,480 |
Other [Member] | ||
Debt Disclosure [Line Items] | ||
Debt carrying amount | $ 1,635 | $ 1,207 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Repayment of minimum quarterly principal payments | $ 56,033,000 | $ 8,967,000 |
Term Loan Facility [Member] | ||
Short-Term Debt [Line Items] | ||
Line of credit outstanding | $ 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 | $ 3,300,000 |
Debt instrument repurchased amount | 2,000,000 | |
Revolving Credit Facility [Member] | ||
Short-Term Debt [Line Items] | ||
Line of credit facility remaining borrowing capacity | $ 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 or Canadian Prime Rate plus [Member] | Variable Interest Rate Spread One [Member] | Revolving Credit Facility [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, base rate margin | 1% | |
Base Rate or Canadian Prime Rate plus [Member] | Variable Interest Rate Spread One [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, base rate margin | 0.75% | |
Base Rate or Canadian Prime Rate plus [Member] | Variable Interest Rate Spread One [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, base rate margin | 1.25% | |
SOFR or Alternative Currency Spread plus [Member] | Variable Interest Rate Spread One [Member] | Revolving Credit Facility [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, base rate margin | 2% | |
SOFR or Alternative Currency Spread plus [Member] | Variable Interest Rate Spread One [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, base rate margin | 1.75% | |
SOFR or Alternative Currency Spread plus [Member] | Variable Interest Rate Spread One [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, base rate margin | 2.25% | |
Senior Secured Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | Nov. 15, 2028 | |
Long term debt outstanding amount | $ 775,000,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Financial Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets measured at fair value | ||
Assets measured at fair value | $ 39,564 | $ 47,493 |
Liabilities measured at fair value | ||
Liabilities measured at fair value | 23,934 | 21,287 |
Contingent Consideration Liabilities [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 23,054 | 20,334 |
Warrant Liability [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 880 | 953 |
Derivative Financial Instruments [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | 39,564 | 47,493 |
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 | 39,564 | 47,493 |
Liabilities measured at fair value | ||
Liabilities measured at fair value | 880 | 953 |
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 | 880 | 953 |
Significant Other Observable Inputs (Level 2) [Member] | Derivative Financial Instruments [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | 39,564 | 47,493 |
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 | 23,054 | 20,334 |
Significant Other Unobservable Inputs (Level 3) [Member] | Contingent Consideration Liabilities [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 23,054 | 20,334 |
Significant Other Unobservable Inputs (Level 3) [Member] | Warrant Liability [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 0 | 0 |
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 (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Maximum credit loss exposure | $ 109,500 | ||
Change in fair value of warrant liability | $ (73) | $ (15,442) | |
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 | |
Gain (loss) related to changes in fair values of the forward contracts | $ 1,900 | $ 21,000 | |
Derivative, notional amount | 650,000 | $ 650,000 | |
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 | $ 39,600 | $ 47,500 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Summarizes the Changes in the Carrying Value of Estimated Contingent Consideration Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Beginning of the period | $ 20,334 | $ 58,366 |
Fair value of acquisitions | 0 | 510 |
Changes in fair value | 4,292 | 2,134 |
Payments | (1,572) | 0 |
Foreign exchange translation effects | 0 | (106) |
End of the period | $ 23,054 | $ 60,904 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Summary of Financial Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | $ 2,074,161 | $ 2,079,187 |
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 | 2,148,105 | 2,114,572 |
Term Loan Credit Facility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | 1,293,188 | 1,298,500 |
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 | 1,376,411 | 1,372,125 |
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 | 765,564 | 736,517 |
Government Loans for COVID-19 Relief Member | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | 4,338 | 4,480 |
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 | 4,495 | 4,723 |
Other [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | 1,635 | 1,207 |
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 | $ 1,635 | $ 1,207 |
Related Party Transactions - Su
Related Party Transactions - Summary of Financial Relationships with Clients of the Company (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Related Party Transaction [Line Items] | |
Revenues | $ 0.8 |
Accounts receivable | $ 0.6 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transactions (Textual) | |||
Revenue from Related Parties | $ 0.8 | ||
Accounts receivable | 0.6 | ||
Majority-Owned Subsidiary, Unconsolidated [Member] | |||
Related Party Transactions (Textual) | |||
Revenue from Related Parties | 3.7 | $ 3.8 | |
Accounts receivable | $ 1.9 | $ 1.7 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate reconciliation, percent | 13.90% | 34% |
Shortfall of stock based compensation | $ 2.6 |
Segments - Additional Informati
Segments - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segments - Summary Of Revenue A
Segments - Summary Of Revenue And Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 1,011,983 | $ 914,808 |
Depreciation and amortization | 57,104 | 57,768 |
Operating Income (Loss) | (8,256) | 23,024 |
Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 613,344 | 591,969 |
Depreciation and amortization | 39,814 | 40,969 |
Operating Income (Loss) | (4,146) | 18,973 |
Marketing [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 398,639 | 322,839 |
Depreciation and amortization | 17,290 | 16,799 |
Operating Income (Loss) | $ (4,110) | $ 4,051 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expense, after Tax | $ 9,100 | $ 7,800 | |
Share-Based Payment Arrangement, Expense, Tax Benefit | 2,000 | 1,500 | |
Share-Based Payment Arrangement, Expense | $ 11,210 | $ 7,771 | |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |
2020 incentive award plan member | |||
Unrecognized compensation expense | $ 7,200 | ||
Weighted-average period | 4 years 7 months 6 days | ||
Intrinsic value of all outstanding options | $ 0 | ||
Common stock, par or stated value per share | $ 1.58 | ||
Performance Stock Units [Member] | |||
Vesting period | 3 years | ||
Percentage of performance objective applicable to Revenue objective | 83.20% | ||
Performance Stock Units [Member] | Minimum [Member] | |||
Vesting percentage | 0% | ||
Performance Stock Units [Member] | Maximum [Member] | |||
Vesting percentage | 150% | ||
Restricted Stock Units (RSUs) [Member] | |||
Number of shares, Granted | 13,489,512 | ||
Vesting period | 3 years | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 41,800 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 2 years 6 months | ||
Employee Stock Option Member | |||
Number of shares, Granted | 8,000,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Performance restricted Stock Units (Details) - Revenue [Member] - Performance Stock Units Member [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Number of Shares Threshold | 2,395,790 | 1,079,545 | 479,923 |
Number of Shares Target | 4,791,580 | 1,079,545 | 479,923 |
Number of Shares Maximum | 7,187,370 | 1,079,545 | 645,219 |
Weighted Average Fair Value per Share | $ 1.95 | $ 5.28 | $ 11.29 |
Maximum Remaining Unrecognized Compensation Expense | $ 9,066,465 | $ 2,130,720 | $ 1,310,622 |
Weighted-average remaining requisite service periods | 3 years | 2 years 1 month 6 days | 10 months 24 days |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of PSU Activity (Details) - Performance Shares [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Beginning balance | shares | 6,373,064 |
Number of shares, Granted | shares | 4,791,580 |
Number of shares, Distributed | shares | (807,359) |
Forfeited | shares | (671,516) |
PSU performance adjustment | shares | (3,169,425) |
Ending balance | shares | 6,516,344 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 7.05 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 1.95 |
Weighted Average Grant Date Fair Value, Distributed | $ / shares | 10.87 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 6.93 |
Weighted Average Grant Date Fair Value, PSU performance adjustment | $ / shares | 5.40 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 3.43 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary Of Stock Option Plan Activity (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Stock-based Compensation [Line Items] | |
Beginning balance | shares | 9,576,760 |
Number of shares, Granted | shares | 13,489,512 |
Number of shares, Distributed | shares | (3,048,062) |
Forfeited | shares | (461,894) |
Ending balance | shares | 19,556,316 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 5.91 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 2.01 |
Weighted Average Grant Date Fair Value, Distributed | $ / shares | 5.77 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 5.66 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 3.25 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock Option Under the plan (Details) - Employee Stock Option Member | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Beginning balance | shares | 2,115,664 |
Number of shares, Granted | shares | 8,000,000 |
Forfeited | shares | (677,079) |
Ending balance | shares | 9,438,585 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 3.92 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 6.44 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 5.99 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 5.91 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule Of Assumption Used To Determine Fair Value (Details) - Employee Stock Option Member - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share Price | $ 2.65 | $ 5.99 |
Exercise price | $ 6.44 | $ 5.99 |
Dividend yield | 0% | 0% |
Expected volatility | 40% | 30% |
Risk-free interest rate | 3.40% | 2% |
Expected term | 7 years | 6 years 6 months |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Noncontrolling Interest [Line Items] | ||
Redeemable noncontrolling interest | $ 3,891 | $ 3,746 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest - Summary Of Redeemable Noncontrolling Interest (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Noncontrolling Interest [Abstract] | |
Balance at January 1, 2022 | $ 3,746 |
Balance at September 30, 2022 | $ 3,891 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Reconciliation of Basic and Diluted Net Earnings (loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net income attributable to stockholders of Advantage Solutions Inc. | $ (47,587) | $ 18,965 |
Weighted average common shares-basic | 321,135,117 | 317,784,656 |
Basic earnings per common share | $ (0.15) | $ 0.06 |
Basic | 321,135,117 | 317,784,656 |
Performance Stock Units | 0 | 120,144 |
Restricted Stock Units | 0 | 668,291 |
Employee stock purchase plan and stock options | 0 | 147,991 |
Weighted average common shares - diluted | 321,135,117 | 318,721,082 |
Diluted earnings (loss) per common share | $ (0.15) | $ 0.06 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | |
Stock option | |||
Earnings Per Share [Line Items] | |||
Antidiluted weighted average shares outstanding (in shares) | 2,200,000 | ||
Performance Shares [Member] | |||
Earnings Per Share [Line Items] | |||
Antidiluted weighted average shares outstanding (in shares) | 4,800,000 | 4,400,000 | |
Common Class A [Member] | |||
Earnings Per Share [Line Items] | |||
Class of warrant or right exercise price of warrants or rights | $ 11.50 | ||
Common Class A [Member] | Private Placement Warrants [Member] | |||
Earnings Per Share [Line Items] | |||
Number of warrants or rights outstanding | 18,578,321 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | Apr. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Interest Rate Cap [Member] | |||
Subsequent Event [Line Items] | |||
Derivative notional amount | $ 650 | $ 650 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Loan maturity date | Apr. 05, 2026 | ||
Debt Instrument Face value | $ 1.5 | ||
Interest Rate payable | 1.70% | ||
Subsequent Event [Member] | Debt Instrument Due April 30, 2043 | |||
Subsequent Event [Line Items] | |||
Loan maturity date | Apr. 30, 2043 | ||
Interest Rate payable | 1.70% | ||
Subsequent Event [Member] | Debt Instrument Due April 18, 2026 | |||
Subsequent Event [Line Items] | |||
Loan maturity date | Apr. 18, 2026 | ||
Interest Rate payable | 0.80% | ||
Subsequent Event [Member] | Interest Rate Cap [Member] | |||
Subsequent Event [Line Items] | |||
Derivative notional amount | $ 300 |