Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 03, 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 | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
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 | 324,549,448 | |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 164,678 | $ 120,715 |
Restricted cash | 17,474 | 17,817 |
Accounts receivable, net of allowance for expected credit losses of $31,053 and $22,752, respectively | 816,348 | 869,000 |
Prepaid expenses and other current assets | 121,639 | 149,476 |
Total current assets | 1,120,139 | 1,157,008 |
Property and equipment, net | 76,075 | 70,898 |
Goodwill | 890,286 | 887,949 |
Other intangible assets, net | 1,791,995 | 1,897,503 |
Investments in unconsolidated affiliates | 130,359 | 129,491 |
Other assets | 114,245 | 119,522 |
Total assets | 4,123,099 | 4,262,371 |
Current liabilities | ||
Current portion of long-term debt | 15,522 | 13,991 |
Accounts payable | 218,445 | 261,464 |
Accrued compensation and benefits | 155,018 | 154,744 |
Other accrued expenses | 156,454 | 133,173 |
Deferred revenues | 50,084 | 37,329 |
Total current liabilities | 595,523 | 600,701 |
Long-term debt, net of current portion | 1,966,211 | 2,022,819 |
Deferred income tax liabilities | 264,983 | 297,874 |
Other long-term liabilities | 94,992 | 111,507 |
Total liabilities | 2,921,709 | 3,032,901 |
Commitments And Contingencies (Note 9) | ||
Redeemable noncontrolling interest | 3,784 | 3,746 |
Equity attributable to stockholders of Advantage Solutions Inc. | ||
Common stock, $0.0001 par value, 3,290,000,000 shares authorized; 324,481,143 and 319,690,300 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 32 | 32 |
Additional paid in capital | 3,427,490 | 3,408,836 |
Accumulated deficit | (2,303,458) | (2,247,109) |
Loans to Karman Topco L.P. | (6,375) | (6,363) |
Accumulated other comprehensive loss | (13,603) | (18,849) |
Treasury stock, at cost; 1,610,014 shares as of June 30, 2023 and December 31, 2022, respectively | (12,567) | (12,567) |
Total equity attributable to stockholders of Advantage Solutions Inc. | 1,091,519 | 1,123,980 |
Nonredeemable noncontrolling interest | 106,087 | 101,744 |
Total stockholders' equity | 1,197,606 | 1,225,724 |
Total liabilities, redeemable noncontrolling interest, and stockholders' equity | $ 4,123,099 | $ 4,262,371 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Accounts receivable, net of allowances | $ 31,053 | $ 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 | 324,481,143 | 319,690,300 |
Common stock, shares outstanding | 324,481,143 | 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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues | $ 1,037,055 | $ 981,076 | $ 2,049,038 | $ 1,895,884 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 904,761 | 841,790 | 1,792,801 | 1,627,733 |
Selling, general, and administrative expenses | 53,285 | 52,576 | 128,380 | 100,649 |
Depreciation and amortization | 56,738 | 58,444 | 113,842 | 116,212 |
Total operating expenses | 1,014,784 | 952,810 | 2,035,023 | 1,844,594 |
Operating income | 22,271 | 28,266 | 14,015 | 51,290 |
Other expenses (income): | ||||
Change in fair value of warrant liability | 74 | (4,914) | 0 | (20,356) |
Interest expense, net | 30,459 | 28,188 | 77,651 | 40,071 |
Total other expenses | 30,533 | 23,274 | 77,651 | 19,715 |
(Loss) income before income taxes | (8,262) | 4,992 | (63,636) | 31,575 |
(Benefit from) provision for income taxes | (416) | 1,316 | (8,112) | 10,365 |
Net (loss) income | (7,846) | 3,676 | (55,524) | 21,210 |
Less: net income (loss) attributable to noncontrolling interest | 916 | 305 | 825 | (1,126) |
Net (loss) income attributable to stockholders of Advantage Solutions Inc. | (8,762) | 3,371 | (56,349) | 22,336 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | 3,722 | (13,272) | 5,246 | (11,883) |
Total comprehensive (loss) income attributable to stockholders of Advantage Solutions Inc. | $ (5,040) | $ (9,901) | $ (51,103) | $ 10,453 |
Net (loss) income per common share: | ||||
Basic (loss) earnings per common share | $ (0.03) | $ 0.01 | $ (0.17) | $ 0.07 |
Diluted (loss) earnings per common share | $ (0.03) | $ 0.01 | $ (0.17) | $ 0.07 |
Weighted-average number of common shares: | ||||
Weighted-average number of common shares | 324,178,691 | 318,418,746 | 322,665,312 | 318,103,452 |
Weighted-average number of common shares, assuming dilution | 324,178,691 | 319,114,865 | 322,665,312 | 318,919,725 |
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 (loss) income | 21,162 | 22,336 | 22,336 | (1,174) | |||||
Foreign currency translation adjustments | (17,684) | (11,883) | (11,883) | (5,801) | |||||
Total comprehensive (loss) income | 3,478 | 10,453 | (6,975) | ||||||
Interest on loans to Karman Topco L.P. | (11) | (11) | (11) | ||||||
Equity-based compensation of Karman Topco L.P. | (6,314) | (6,314) | (6,314) | ||||||
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 | 1,259,470 | ||||||||
Stock-based compensation expense | 22,282 | 22,282 | 22,282 | ||||||
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 | |||||||
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 | |||||||
Net (loss) income | 3,638 | 3,371 | 3,371 | 267 | |||||
Foreign currency translation adjustments | (16,462) | (13,272) | (13,272) | (3,190) | |||||
Total comprehensive (loss) income | (12,824) | (9,901) | (2,923) | ||||||
Interest on loans to Karman Topco L.P. | (6) | (6) | (6) | ||||||
Equity-based compensation of Karman Topco L.P. | (3,519) | (3,519) | (3,519) | ||||||
Shares issued under 2020 Incentive Award Plan, Shares | 71,620 | ||||||||
Stock-based compensation expense | 15,068 | 15,068 | 15,068 | ||||||
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 | |||||||
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 (loss) income | (55,691) | (56,349) | (56,349) | 658 | |||||
Foreign currency translation adjustments | 8,931 | 5,246 | 5,246 | 3,685 | |||||
Total comprehensive (loss) income | (46,760) | (51,103) | 4,343 | ||||||
Interest on loans to Karman Topco L.P. | (12) | (12) | (12) | ||||||
Equity-based compensation of Karman Topco L.P. | (3,487) | (3,487) | (3,487) | ||||||
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 | 4,115,867 | ||||||||
Stock-based compensation expense | 22,225 | 22,225 | 22,225 | ||||||
Balance at Jun. 30, 2023 | 1,197,606 | $ 32 | $ (12,567) | 3,427,490 | (2,303,458) | (6,375) | (13,603) | 1,091,519 | 106,087 |
Balance, Shares at Jun. 30, 2023 | 324,481,143 | 1,610,014 | |||||||
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 | |||||||
Net (loss) income | (7,934) | (8,762) | (8,762) | 828 | |||||
Foreign currency translation adjustments | 5,594 | 3,722 | 3,722 | 1,872 | |||||
Total comprehensive (loss) income | (2,340) | (5,040) | 2,700 | ||||||
Interest on loans to Karman Topco L.P. | (6) | (6) | (6) | ||||||
Equity-based compensation of Karman Topco L.P. | (1,218) | (1,218) | (1,218) | ||||||
Shares issued under 2020 Incentive Award Plan, Shares | 925,845 | ||||||||
Stock-based compensation expense | 11,147 | 11,147 | 11,147 | ||||||
Balance at Jun. 30, 2023 | $ 1,197,606 | $ 32 | $ (12,567) | $ 3,427,490 | $ (2,303,458) | $ (6,375) | $ (13,603) | $ 1,091,519 | $ 106,087 |
Balance, Shares at Jun. 30, 2023 | 324,481,143 | 1,610,014 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) income | $ (55,524) | $ 21,210 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities | ||
Noncash interest income | (9,458) | (26,564) |
Amortization of deferred financing fees | 4,238 | 4,428 |
Depreciation and amortization | 113,842 | 116,212 |
Change in fair value of warrant liability | 0 | (20,356) |
Fair value adjustments related to contingent consideration | 9,360 | 5,788 |
Deferred income taxes | (33,179) | (11,648) |
Equity-based compensation of Karman Topco L.P. | (3,487) | (6,314) |
Stock-based compensation | 22,436 | 22,732 |
Equity in earnings of unconsolidated affiliates | (3,002) | (4,687) |
Distribution received from unconsolidated affiliates | 1,611 | 1,143 |
Loss on sale of businesses and assets held for sale | 17,655 | 0 |
Gain on repurchases of Term Loan Facility debt | (4,969) | 0 |
Loss on disposal of assets | 0 | 2,850 |
Changes in operating assets and liabilities, net of effects from divestitures and purchases of businesses: | ||
Accounts receivable, net | 50,006 | (11,053) |
Prepaid expenses and other assets | 20,489 | (42,580) |
Accounts payable | (40,379) | (26,485) |
Accrued compensation and benefits | 365 | (9,260) |
Deferred revenues | 12,286 | (539) |
Other accrued expenses and other liabilities | 2,700 | 15,115 |
Net cash provided by operating activities | 104,990 | 29,992 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of businesses, net of cash acquired | 0 | (67,611) |
Purchase of property and equipment | (18,552) | (21,533) |
Proceeds from divestiture | 12,763 | 0 |
Net cash used in investing activities | (5,789) | (89,144) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings under lines of credit | 72,735 | 67,134 |
Payments on lines of credit | (71,278) | (22,034) |
Proceeds from issuance of long-term debt | 0 | 278 |
Proceeds from government loans for COVID-19 relief | 1,384 | 0 |
Principal payments on long-term debt | (6,786) | (6,653) |
Repurchases of Term Loan Facility debt | (49,427) | 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 | (1,867) | (20,882) |
Holdback payments | (1,598) | (715) |
Redemption of noncontrolling interest | (154) | 0 |
Net cash (used in) provided by financing activities | (57,075) | 18,781 |
Net effect of foreign currency changes on cash | 1,494 | (6,603) |
Net change in cash, cash equivalents and restricted cash | 43,620 | (46,974) |
Cash, cash equivalents and restricted cash, beginning of period | 138,532 | 180,637 |
Cash, cash equivalents and restricted cash, end of period | 182,152 | 133,663 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Purchase of property and equipment recorded in accounts payable and accrued expenses | $ 1,507 | $ 311 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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 June 30, 2023 and for the three and six months ended June 30, 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 and six months ended June 30, 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 and 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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) Sales brand-centric services $ 346,763 $ 332,874 $ 681,433 $ 662,230 Sales retail-centric services 253,065 271,258 531,739 533,871 Total sales revenues 599,828 604,132 1,213,172 1,196,101 Marketing brand-centric services 135,312 136,340 258,744 249,914 Marketing retail-centric services 301,915 240,604 577,122 449,869 Total marketing revenues 437,227 376,944 835,866 699,783 Total revenues $ 1,037,055 $ 981,076 $ 2,049,038 $ 1,895,884 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 six months ended June 30, 2023 that were included in Deferred revenues as of December 31, 2022 were $ 5.3 million and $ 18.1 million, respectively . Revenues recognized during the three and six months ended June 30, 2022 that were included in Deferred revenues as of December 31, 2021 were $ 6.2 million and $ 27.9 million, respectively. |
Divestitures and Acquisitions
Divestitures and Acquisitions | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Divestitures and Acquisitions | 2. Divestitures and Acquisitions 2023 Divestitures The Company recognized a loss on the sale of businesses of $ 1.1 million and $ 17.7 million for the three and six months ended June 30, 2023, respectively, as a component of “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company determined that the sale of the businesses did not meet the criteria for classification as discontinued operations. During the three months ended June 30, 2023, the Company sold a portion of its sales reporting unit that was previously classified as held for sale and received $ 12.8 million of proceeds. The proceeds are net of transaction fees, holdbacks, and the estimated fair value of contingent consideration based on financial metrics of the portion of the sales reporting unit sold, which has a maximum potential achievement of $ 2.0 million. 2022 Acquisitions During the six months ended June 30, 2022, the Company acquired a sales business 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 results of operations of each acquired business have been included in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) since its respective date of acquisition. The aggregate purchase price for the acquisitions referenced above was $ 68.9 million, which includes $ 67.6 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 18 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 fair values of the identifiable assets and liabilities of the acquisitions completed during the six months ended June 30, 2022, as of the applicable acquisition dates, are as follows: (in thousands) Consideration: Cash $ 67,611 Holdback 810 Fair value of contingent consideration 510 Total consideration $ 68,931 Recognized amounts of identifiable assets acquired and liabilities Assets Accounts receivable $ 6,190 Other assets 2,815 Identifiable intangible assets 21,220 Total assets 30,225 Liabilities Accounts payable 5,266 Deferred tax liabilities and other 6,601 Total liabilities 11,867 Total identifiable net assets 18,358 Goodwill arising from acquisitions $ 50,573 The identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives. The fair value and estimated useful lives of the intangible assets acquired are as follows: (in thousands) Amount Weighted Client relationships $ 21,220 6 years The operating results of the businesses acquired during the six months ended June 30, 2022 contributed total revenues of $ 8.0 million and $ 8.5 million in the three and six months ended June 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 six months ended June 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 (Loss). |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 3. Goodwill and Intangible Assets Changes in goodwill for the six months ended June 30, 2023 are as follows: Sales Marketing Total (in thousands) Balance at January 1, 2022 $ 1,492,771 $ 713,233 $ 2,206,004 Acquisitions 5,732 52,855 58,587 Measurement period adjustments ( 392 ) — ( 392 ) Impairment charge ( 1,275,719 ) ( 91,804 ) ( 1,367,523 ) Foreign exchange translation effects ( 8,727 ) — ( 8,727 ) Balance at December 31, 2022 213,665 674,284 887,949 Measurement period adjustments 350 — 350 Divestitures ( 1,664 ) — ( 1,664 ) Foreign exchange translation effects 3,651 — 3,651 Balance at June 30, 2023 $ 216,002 $ 674,284 $ 890,286 Accumulated impairment losses related to goodwill were $ 2,019.5 million as of June 30, 2023 and December 31, 2022 , of which, $ 1,927.7 million and $ 91.8 million were for the Company's sales and marketing units respectively. The following tables set forth information for intangible assets: June 30, 2023 (amounts in thousands) Weighted Average Useful Life Gross Carrying Accumulated Accumulated Net Carrying Finite-lived intangible assets: Client relationships 14 years $ 2,477,552 $ 1,426,868 $ — $ 1,050,684 Trade names 10 years 97,302 53,389 — 43,913 Developed technology 6 years 7,500 5,102 — 2,398 Total finite-lived intangible assets 2,582,354 1,485,359 — 1,096,995 Indefinite-lived intangible assets: Trade names 1,480,000 — 785,000 695,000 Total other intangible assets $ 4,062,354 $ 1,485,359 $ 785,000 $ 1,791,995 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 $ 49.5 million and $ 50.7 million for the three months ended June 30, 2023 and 2022, respectively, and $ 99.3 million and $ 100.9 million for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, estimated future amortization expense of the Company’s finite-lived intangible assets are as follows: (in thousands) Remainder of 2023 $ 98,473 2024 195,969 2025 189,909 2026 185,897 2027 181,238 Thereafter 245,509 Total amortization expense $ 1,096,995 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 4. Debt June 30, December 31, (in thousands) 2023 2022 Term Loan Facility $ 1,237,479 $ 1,298,500 Notes 775,000 775,000 Government loans for COVID-19 relief 5,296 4,480 Other 2,085 1,207 Total long-term debt 2,019,860 2,079,187 Less: current portion 15,522 13,991 Less: debt issuance costs 38,127 42,377 Long-term debt, net of current portion $ 1,966,211 $ 2,022,819 As of June 30, 2023, the Company had $ 1.2 billion of debt outstanding under the Term Loan Facility and $ 775.0 million of debt outstanding under the Notes (both as defined in the Annual Report on Form 10-K filed March 1, 2023 for the year ended D ecember 31, 2022 (the “2022 Annual Report”) with maturity dates of October 28, 2027 and November 15, 2028 , respectively. Term Loan Facility bears interest at a floating rate of Term SOFR plus an applicable margin of 4.50 % per annum. Interest on the Notes is payable semi-annually in arrears at a rate of 6.50 % per annum. The Company was in compliance with all of its affirmative and negative covenants under the Term Loan Facility and Notes as of June 30, 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 and $ 6.6 million during the three and six months ended June 30, 2023 and 2022, respectively. No payments under the excess cash flow calculation were required in such periods. In May 2023 (the “Second Lien Amendment Effective Date”), the Company amended the Term Loan Facility to replace the U.S. Dollar LIBOR provisions with SOFR, effective June 30, 2023. The Company voluntarily repurchased an aggregate $ 52.4 million and $ 54.4 million principal amount of its Term Loan Facility during the three and six months ended June 30, 2023, respectively. The Company recognized a gain on the repurchase of $ 4.7 million and $ 5.0 million for the three and six months ended June 30, 2023, respectively, as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. As of June 30, 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 | 6 Months Ended |
Jun. 30, 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. June 30, 2023 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Derivative financial instruments $ 43,989 $ — $ 43,989 $ — Total assets measured at fair value $ 43,989 $ — $ 43,989 $ — Liabilities measured at fair value Warrant liability $ 953 $ — $ 953 $ — Contingent consideration liabilities 23,057 — — 23,057 Total liabilities measured at fair value $ 24,010 $ — $ 953 $ 23,057 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 June 30, 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. 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. The fair value of the Company’s outstanding interest rate caps and collars of $ 44.0 million and $ 47.5 million were included in “Prepaid expenses and other current assets” in the Condensed Consolidated Balance Sheets as of June 30, 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 June 30, 2023 and 2022, the Company recorded a gain of $ 11.4 million and a gain of $ 5.6 million, respectively, within Interest expense , net, related to changes in the fair value of its derivative instruments. During the six months ended June 30, 2023 and 2022, the Company recorded a gain of $ 9.5 million and a gain of $ 26.6 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 June 30, 2023, the maximum potential payment outcomes were $ 78.0 million. The following table summarizes the changes in the carrying value of estimated contingent consideration liabilities: June 30, (in thousands) 2023 2022 Beginning of the period $ 20,334 $ 58,366 Fair value of acquisitions — 510 Changes in fair value 9,360 5,788 Payments ( 6,668 ) ( 20,882 ) Foreign exchange translation effects 31 ( 397 ) End of the period $ 23,057 $ 43,385 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 June 30, 2023 Term Loan Facility $ 1,237,479 $ 1,284,820 Notes 775,000 748,176 Government loans for COVID-19 relief 5,296 4,750 Other 2,085 2,085 Total long-term debt $ 2,019,860 $ 2,039,831 (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 | 6 Months Ended |
Jun. 30, 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 $ 1.1 million and $ 2.0 million of revenues from such client during the three and six months ended June 30, 2023, respectively. Accounts receivable from this client were $ 0.6 million as of June 30, 2023. Investment in Unconsolidated Affiliates During the three months ended June 30, 2023 and 2022, the Company recognized revenues of $ 4.5 million and $ 3.8 million, respectively, from a parent company of an unconsolidated affiliate. During the six months ended June 30, 2023 and 2022, the Company recognized revenues of $ 8.3 million and $ 7.6 million, respectively, from the parent company of an unconsolidated affiliate. Accounts receivable from the parent company of an unconsolidated affiliate were $ 2.4 million and $ 1.7 million as of June 30, 2023 and December 31, 2022, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes The Company’s effective tax rates were 5.0 % and 26.4 % for the three months ended June 30, 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 the three month pretax book income/loss differences and the application of the shortfall of $ 0.8 million of stock-based compensation for the three months ended June 30, 2023, compared to the shortfall of $ 0.3 million of stock-based compensation for the three months ended June 30, 2022. The Company’s effective tax rates were 12.7 % and 32.8 % for the six months ended June 30, 2023 and 2022, respectively. The fluctuation in the Company’s effective tax rate was primarily due to a difference in projected book income/loss used in the annual effective tax rate, the six month pretax book income/loss differences and the application of the shortfall of $ 3.5 million of stock-based compensation for the six months ended June 30, 2023, compared to the shortfall of $ 1.4 million of stock-based compensation for the six months ended June 30, 2022. |
Segments
Segments | 6 Months Ended |
Jun. 30, 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 June 30, 2023 Revenues $ 599,828 $ 437,227 $ 1,037,055 Depreciation and amortization $ 39,390 $ 17,348 $ 56,738 Operating income $ 7,123 $ 15,148 $ 22,271 Three Months Ended June 30, 2022 Revenues $ 604,132 $ 376,944 $ 981,076 Depreciation and amortization $ 40,543 $ 17,901 $ 58,444 Operating income $ 15,177 $ 13,089 $ 28,266 (in thousands) Sales Marketing Total Six Months Ended June 30, 2023 Revenues $ 1,213,172 $ 835,866 $ 2,049,038 Depreciation and amortization $ 79,204 $ 34,638 $ 113,842 Operating income $ 2,977 $ 11,038 $ 14,015 Six Months Ended June 30, 2022 Revenues $ 1,196,101 $ 699,783 $ 1,895,884 Depreciation and amortization $ 81,512 $ 34,700 $ 116,212 Operating income $ 34,150 $ 17,140 $ 51,290 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 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. The Company is involved in various litigation and arbitration matters, including purported class or representative actions with respect to matters arising under the California Labor Code and Private Attorneys General Act, and commercial disputes with clients, vendors and third-party sellers of businesses. 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 Take 5 in July 2019 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 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. In June 2023, the Company received $ 1.7 million in insurance proceeds with respect to the arbitration dispute involving the Take 5 Matter. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 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. as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Restricted share-based unit awards $ 5,809 $ 6,217 $ 12,748 $ 11,274 Other share-based awards 3,867 6,329 6,021 9,040 Total share-based compensation before tax 9,676 12,546 18,769 20,314 Tax benefit 2,296 2,990 4,297 4,530 Total share-based compensation expense included in net income $ 7,380 $ 9,556 $ 14,472 $ 15,784 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 3,263,963 6,527,925 9,791,888 $ 1.99 $ 15,559,596 2.8 years January 1, 2022—December 31, 2022 694,417 694,417 694,417 $ 4.98 $ 1,634,127 1.9 years January 1, 2021—December 31, 2021 287,650 287,650 449,582 $ 10.53 $ 846,970 0.6 years The following table summarizes the PSU activity for the six months ended June 30, 2023: Performance Share Units Weighted Average Grant Outstanding at January 1, 2023 6,373,064 $ 7.05 Granted 6,646,413 $ 1.99 Distributed ( 1,349,535 ) $ 9.84 Forfeited ( 828,593 ) $ 6.24 PSU performance adjustment ( 3,169,425 ) $ 5.40 Outstanding at June 30, 2023 7,671,924 $ 2.76 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 six months ended June 30, 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 15,442,890 $ 2.00 Distributed ( 3,420,823 ) $ 5.65 Forfeited ( 962,952 ) $ 4.53 Outstanding at June 30, 2023 20,635,875 $ 3.10 As of June 30, 2023, the total remaining unrecognized compensation cost related to RSUs amounted to $ 36.3 million, which is expected to be amortized over the weighted-average remaining requisite service periods of 2.3 years. Stock Options During the six months ended June 30, 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 16,400,000 $ 6.05 Forfeited ( 630,443 ) $ 5.99 Cancelled/Expired ( 315,221 ) $ 5.99 Outstanding at June 30, 2023 17,570,000 $ 5.80 The fair value of the employee stock options granted was estimated using the following weighted average assumptions for the six months ended: June 30, 2023 2022 Share price $ 2.13 $ 5.99 Exercise price $ 6.05 $ 5.99 Dividend yield 0.0 % 0.0 % Expected volatility 40.0 % 30.0 % Risk-free interest rate 3.5 % 2.0 % Expected term 6.5 years 6.5 years As of June 30, 2023, the Company had approximately $ 9.0 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 3.9 years . The aggregate intrinsic value of all outstanding options as of June 30, 2023 was $ 1.0 million. The intrinsic value of a stock option is the amount by which the market value of the underlying common stock exceeds the exercise price of the option. There were no options exercised during the six months ended June 30, 2023 and 2022. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, (in thousands, except share and earnings per share data) 2023 2022 2023 2022 Basic earnings per share computation: Numerator: Net (loss) income attributable to stockholders of $ ( 8,762 ) $ 3,371 $ ( 56,349 ) $ 22,336 Denominator: Weighted average common shares - basic 324,178,691 318,418,746 322,665,312 318,103,452 Basic (loss) earnings per common share $ ( 0.03 ) $ 0.01 $ ( 0.17 ) $ 0.07 Diluted earnings per share computation: Numerator: Net (loss) income attributable to stockholders of $ ( 8,762 ) $ 3,371 $ ( 56,349 ) $ 22,336 Denominator: Weighted average common shares outstanding 324,178,691 318,418,746 322,665,312 318,103,452 Restricted and Performance Stock Units — 99,902 — 444,169 Employee stock purchase plan and stock options — 596,217 — 372,104 Weighted average common shares - diluted 324,178,691 319,114,865 322,665,312 318,919,725 Diluted (loss) earnings per common share $ ( 0.03 ) $ 0.01 $ ( 0.17 ) $ 0.07 The Company had 18,578,321 warrants to purchase Class A common stock at $ 11.50 per share outstanding at June 30, 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 and six months ended June 30, 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 1.2 million and 1.7 million weighted-average shares were outstanding for the three and six months ended June 30, 2023, respectively, 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 an immaterial number of shares assuming achievement of the Target Goals were outstanding for the six months ended June 30, 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 during the six months ended June 30, 2023 and 2022, respectively. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (8,762) | $ 3,371 | $ (56,349) | $ 22,336 |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 June 30, 2023 and for the three and six months ended June 30, 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 and six months ended June 30, 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 and 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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) Sales brand-centric services $ 346,763 $ 332,874 $ 681,433 $ 662,230 Sales retail-centric services 253,065 271,258 531,739 533,871 Total sales revenues 599,828 604,132 1,213,172 1,196,101 Marketing brand-centric services 135,312 136,340 258,744 249,914 Marketing retail-centric services 301,915 240,604 577,122 449,869 Total marketing revenues 437,227 376,944 835,866 699,783 Total revenues $ 1,037,055 $ 981,076 $ 2,049,038 $ 1,895,884 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 six months ended June 30, 2023 that were included in Deferred revenues as of December 31, 2022 were $ 5.3 million and $ 18.1 million, respectively . Revenues recognized during the three and six months ended June 30, 2022 that were included in Deferred revenues as of December 31, 2021 were $ 6.2 million and $ 27.9 million, respectively. |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Disaggregation of Revenue | Disaggregated revenues were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) Sales brand-centric services $ 346,763 $ 332,874 $ 681,433 $ 662,230 Sales retail-centric services 253,065 271,258 531,739 533,871 Total sales revenues 599,828 604,132 1,213,172 1,196,101 Marketing brand-centric services 135,312 136,340 258,744 249,914 Marketing retail-centric services 301,915 240,604 577,122 449,869 Total marketing revenues 437,227 376,944 835,866 699,783 Total revenues $ 1,037,055 $ 981,076 $ 2,049,038 $ 1,895,884 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | Disaggregated revenues were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands) Sales brand-centric services $ 346,763 $ 332,874 $ 681,433 $ 662,230 Sales retail-centric services 253,065 271,258 531,739 533,871 Total sales revenues 599,828 604,132 1,213,172 1,196,101 Marketing brand-centric services 135,312 136,340 258,744 249,914 Marketing retail-centric services 301,915 240,604 577,122 449,869 Total marketing revenues 437,227 376,944 835,866 699,783 Total revenues $ 1,037,055 $ 981,076 $ 2,049,038 $ 1,895,884 |
Divestitures and Acquisitions (
Divestitures and Acquisitions (Tables) - 2022 Acquisitions | 6 Months Ended |
Jun. 30, 2023 | |
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 six months ended June 30, 2022, as of the applicable acquisition dates, are as follows: (in thousands) Consideration: Cash $ 67,611 Holdback 810 Fair value of contingent consideration 510 Total consideration $ 68,931 Recognized amounts of identifiable assets acquired and liabilities Assets Accounts receivable $ 6,190 Other assets 2,815 Identifiable intangible assets 21,220 Total assets 30,225 Liabilities Accounts payable 5,266 Deferred tax liabilities and other 6,601 Total liabilities 11,867 Total identifiable net assets 18,358 Goodwill arising from acquisitions $ 50,573 |
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 fair value and estimated useful lives of the intangible assets acquired are as follows: (in thousands) Amount Weighted Client relationships $ 21,220 6 years |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary Of Changes In Goodwill | Changes in goodwill for the six months ended June 30, 2023 are as follows: Sales Marketing Total (in thousands) Balance at January 1, 2022 $ 1,492,771 $ 713,233 $ 2,206,004 Acquisitions 5,732 52,855 58,587 Measurement period adjustments ( 392 ) — ( 392 ) Impairment charge ( 1,275,719 ) ( 91,804 ) ( 1,367,523 ) Foreign exchange translation effects ( 8,727 ) — ( 8,727 ) Balance at December 31, 2022 213,665 674,284 887,949 Measurement period adjustments 350 — 350 Divestitures ( 1,664 ) — ( 1,664 ) Foreign exchange translation effects 3,651 — 3,651 Balance at June 30, 2023 $ 216,002 $ 674,284 $ 890,286 |
Summary Of Intangible Assets | The following tables set forth information for intangible assets: June 30, 2023 (amounts in thousands) Weighted Average Useful Life Gross Carrying Accumulated Accumulated Net Carrying Finite-lived intangible assets: Client relationships 14 years $ 2,477,552 $ 1,426,868 $ — $ 1,050,684 Trade names 10 years 97,302 53,389 — 43,913 Developed technology 6 years 7,500 5,102 — 2,398 Total finite-lived intangible assets 2,582,354 1,485,359 — 1,096,995 Indefinite-lived intangible assets: Trade names 1,480,000 — 785,000 695,000 Total other intangible assets $ 4,062,354 $ 1,485,359 $ 785,000 $ 1,791,995 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 Finite Lived Intangible Assets | As of June 30, 2023, estimated future amortization expense of the Company’s finite-lived intangible assets are as follows: (in thousands) Remainder of 2023 $ 98,473 2024 195,969 2025 189,909 2026 185,897 2027 181,238 Thereafter 245,509 Total amortization expense $ 1,096,995 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Long term Debt, Net of Current Portion | June 30, December 31, (in thousands) 2023 2022 Term Loan Facility $ 1,237,479 $ 1,298,500 Notes 775,000 775,000 Government loans for COVID-19 relief 5,296 4,480 Other 2,085 1,207 Total long-term debt 2,019,860 2,079,187 Less: current portion 15,522 13,991 Less: debt issuance costs 38,127 42,377 Long-term debt, net of current portion $ 1,966,211 $ 2,022,819 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2023 Term Loan Facility $ 1,237,479 $ 1,284,820 Notes 775,000 748,176 Government loans for COVID-19 relief 5,296 4,750 Other 2,085 2,085 Total long-term debt $ 2,019,860 $ 2,039,831 (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: June 30, (in thousands) 2023 2022 Beginning of the period $ 20,334 $ 58,366 Fair value of acquisitions — 510 Changes in fair value 9,360 5,788 Payments ( 6,668 ) ( 20,882 ) Foreign exchange translation effects 31 ( 397 ) End of the period $ 23,057 $ 43,385 |
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. June 30, 2023 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Derivative financial instruments $ 43,989 $ — $ 43,989 $ — Total assets measured at fair value $ 43,989 $ — $ 43,989 $ — Liabilities measured at fair value Warrant liability $ 953 $ — $ 953 $ — Contingent consideration liabilities 23,057 — — 23,057 Total liabilities measured at fair value $ 24,010 $ — $ 953 $ 23,057 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) | 6 Months Ended |
Jun. 30, 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 June 30, 2023 Revenues $ 599,828 $ 437,227 $ 1,037,055 Depreciation and amortization $ 39,390 $ 17,348 $ 56,738 Operating income $ 7,123 $ 15,148 $ 22,271 Three Months Ended June 30, 2022 Revenues $ 604,132 $ 376,944 $ 981,076 Depreciation and amortization $ 40,543 $ 17,901 $ 58,444 Operating income $ 15,177 $ 13,089 $ 28,266 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Schedule of stock-based compensation expense and equity-based compensation expense | The Company recognized stock-based compensation expense and equity-based compensation expense associated with the Common Series C Units of Karman Topco L.P. as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Restricted share-based unit awards $ 5,809 $ 6,217 $ 12,748 $ 11,274 Other share-based awards 3,867 6,329 6,021 9,040 Total share-based compensation before tax 9,676 12,546 18,769 20,314 Tax benefit 2,296 2,990 4,297 4,530 Total share-based compensation expense included in net income $ 7,380 $ 9,556 $ 14,472 $ 15,784 |
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 3,263,963 6,527,925 9,791,888 $ 1.99 $ 15,559,596 2.8 years January 1, 2022—December 31, 2022 694,417 694,417 694,417 $ 4.98 $ 1,634,127 1.9 years January 1, 2021—December 31, 2021 287,650 287,650 449,582 $ 10.53 $ 846,970 0.6 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 six months ended June 30, 2023: Performance Share Units Weighted Average Grant Outstanding at January 1, 2023 6,373,064 $ 7.05 Granted 6,646,413 $ 1.99 Distributed ( 1,349,535 ) $ 9.84 Forfeited ( 828,593 ) $ 6.24 PSU performance adjustment ( 3,169,425 ) $ 5.40 Outstanding at June 30, 2023 7,671,924 $ 2.76 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of stock option plan activity | During the six months ended June 30, 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 15,442,890 $ 2.00 Distributed ( 3,420,823 ) $ 5.65 Forfeited ( 962,952 ) $ 4.53 Outstanding at June 30, 2023 20,635,875 $ 3.10 |
Employee Stock Option | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of stock option plan activity | During the six months ended June 30, 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 16,400,000 $ 6.05 Forfeited ( 630,443 ) $ 5.99 Cancelled/Expired ( 315,221 ) $ 5.99 Outstanding at June 30, 2023 17,570,000 $ 5.80 |
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 six months ended: June 30, 2023 2022 Share price $ 2.13 $ 5.99 Exercise price $ 6.05 $ 5.99 Dividend yield 0.0 % 0.0 % Expected volatility 40.0 % 30.0 % Risk-free interest rate 3.5 % 2.0 % Expected term 6.5 years 6.5 years |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, (in thousands, except share and earnings per share data) 2023 2022 2023 2022 Basic earnings per share computation: Numerator: Net (loss) income attributable to stockholders of $ ( 8,762 ) $ 3,371 $ ( 56,349 ) $ 22,336 Denominator: Weighted average common shares - basic 324,178,691 318,418,746 322,665,312 318,103,452 Basic (loss) earnings per common share $ ( 0.03 ) $ 0.01 $ ( 0.17 ) $ 0.07 Diluted earnings per share computation: Numerator: Net (loss) income attributable to stockholders of $ ( 8,762 ) $ 3,371 $ ( 56,349 ) $ 22,336 Denominator: Weighted average common shares outstanding 324,178,691 318,418,746 322,665,312 318,103,452 Restricted and Performance Stock Units — 99,902 — 444,169 Employee stock purchase plan and stock options — 596,217 — 372,104 Weighted average common shares - diluted 324,178,691 319,114,865 322,665,312 318,919,725 Diluted (loss) earnings per common share $ ( 0.03 ) $ 0.01 $ ( 0.17 ) $ 0.07 |
Organization and Significant _4
Organization and Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative | ||||
Contract with customers liability revenue recognised | $ 5.3 | $ 6.2 | $ 18.1 | $ 27.9 |
Warrant [Member] | ADV | ADVWW | ||||
Collaborative Arrangement and Arrangement Other than Collaborative | ||||
Class of warrant or right exercise price of warrants or rights | $ 11.5 | $ 11.5 |
Organization and Significant _5
Organization and Significant Accounting Policies - Disaggregation Of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 1,037,055 | $ 981,076 | $ 2,049,038 | $ 1,895,884 |
Sales Revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 599,828 | 604,132 | 1,213,172 | 1,196,101 |
Marketing Revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 437,227 | 376,944 | 835,866 | 699,783 |
Marketing Brand Centric Services [Member] | Marketing Revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 135,312 | 136,340 | 258,744 | 249,914 |
Marketing Retail Centric Services [Member] | Marketing Revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 301,915 | 240,604 | 577,122 | 449,869 |
Sales Brand Centric Services [Member] | Sales Revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 346,763 | 332,874 | 681,433 | 662,230 |
Sales Brand Retail Services [Member] | Sales Revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 253,065 | $ 271,258 | $ 531,739 | $ 533,871 |
Divestitures and Acquisitions -
Divestitures and Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||||
Proceeds from Divestiture of Businesses | $ 12,763 | $ 0 | ||
Period of settlement of holdback consideration | 18 months | |||
2022 Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 68,900 | 68,931 | ||
Cash paid for business acquisition | 67,600 | 67,611 | ||
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 | ||
Bsuiness combination revenue of the acquiree since acquisition date | $ 8,000 | $ 8,500 | ||
Sales Reporting Unit Disposal Group [Member] | ||||
Business Acquisition [Line Items] | ||||
Assets held for sale and received | 12,800 | 12,800 | ||
Maximum potential achievement held for sale | 2,000 | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | ||||
Business Acquisition [Line Items] | ||||
Loss on the sale | $ 1,100 | $ 17,700 |
Divestitures and Acquisitions_2
Divestitures and Acquisitions - Schedule of Fair Values of Identifiable Assets and Liabilities of Acquisitions (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Liabilities | ||||
Goodwill arising from acquisitions | $ 890,286 | $ 887,949 | $ 2,206,004 | |
2022 Acquisitions | ||||
Consideration: | ||||
Cash | 67,600 | $ 67,611 | ||
Holdbacks | 810 | |||
Fair value of contingent consideration | 510 | |||
Purchase price | $ 68,900 | 68,931 | ||
Identifiable intangible assets | 21,220 | |||
Assets | ||||
Accounts receivable | 6,190 | |||
Other assets | 2,815 | |||
Identifiable intangible assets | 21,220 | |||
Total assets | 30,225 | |||
Liabilities | ||||
Accounts payable | 5,266 | |||
Deferred tax liabilities and other | 6,601 | |||
Total liabilities | 11,867 | |||
Total identifiable net assets | 18,358 | |||
Goodwill arising from acquisitions | $ 50,573 | |||
2022 Acquisitions | Client relationships [Member] | ||||
Consideration: | ||||
Weighted Average Useful Life | 6 years | |||
Identifiable intangible assets | $ 21,220 | |||
Assets | ||||
Identifiable intangible assets | $ 21,220 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 1,037,055 | $ 981,076 | $ 2,049,038 | $ 1,895,884 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill [Line Items] | ||||
Accumulated impairment losses | $ 2,019.5 | $ 2,019.5 | ||
Amortization expense | 49.5 | $ 50.7 | 99.3 | $ 100.9 |
Sales [Member] | ||||
Goodwill [Line Items] | ||||
Accumulated impairment losses | 1,927.7 | 1,927.7 | ||
Marketing [Member] | ||||
Goodwill [Line Items] | ||||
Accumulated impairment losses | $ 91.8 | $ 91.8 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of changes in goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | ||
Opening balance | $ 887,949 | $ 2,206,004 |
Acquisitions | 58,587 | |
Measurement period adjustments | 350 | (392) |
Impairment Charges | (1,367,523) | |
Divestitures | (1,664) | |
Foreign exchange translation effects | 3,651 | (8,727) |
Closing balance | 890,286 | 887,949 |
Sales [Member] | ||
Goodwill [Line Items] | ||
Opening balance | 213,665 | 1,492,771 |
Acquisitions | 5,732 | |
Measurement period adjustments | 350 | (392) |
Impairment Charges | (1,275,719) | |
Divestitures | (1,664) | |
Foreign exchange translation effects | 3,651 | (8,727) |
Closing balance | 216,002 | 213,665 |
Marketing [Member] | ||
Goodwill [Line Items] | ||
Opening balance | 674,284 | 713,233 |
Acquisitions | 52,855 | |
Measurement period adjustments | 0 | 0 |
Impairment Charges | (91,804) | |
Divestitures | 0 | |
Foreign exchange translation effects | 0 | |
Closing balance | $ 674,284 | $ 674,284 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of intangible assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-lived Intangible Assets [Roll Forward] | ||
Gross Carrying Value | $ 2,582,354 | $ 2,593,311 |
Accumulated Amortization | 1,485,359 | 1,390,808 |
Net Carrying Value | 1,096,995 | 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) | 4,062,354 | 4,073,311 |
Other Intangible Assets Accumulated Amortization | 1,485,359 | 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) | $ 1,791,995 | $ 1,897,503 |
Client relationships [Member] | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Weighted Average Useful Life | 14 years | 14 years |
Gross Carrying Value | $ 2,477,552 | $ 2,488,802 |
Accumulated Amortization | 1,426,868 | 1,338,381 |
Net Carrying Value | $ 1,050,684 | $ 1,150,421 |
Trade names [Member] | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Weighted Average Useful Life | 10 years | 10 years |
Gross Carrying Value | $ 97,302 | $ 97,009 |
Accumulated Amortization | 53,389 | 47,986 |
Net Carrying Value | $ 43,913 | $ 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 | 5,102 | 4,441 |
Net Carrying Value | $ 2,398 | $ 3,059 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of estimated future amortization expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
Remainder of 2023 | $ 98,473 | |
2024 | 195,969 | |
2025 | 189,909 | |
2026 | 185,897 | |
2027 | 181,238 | |
Thereafter | 245,509 | |
Total amortization expense | $ 1,096,995 | $ 1,202,503 |
Debt - Summary of Long term Deb
Debt - Summary of Long term Debt, Net of Current Portion (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Line Items] | ||
Debt carrying amount | $ 2,019,860 | $ 2,079,187 |
Less: current portion | 15,522 | 13,991 |
Less: debt issuance costs | 38,127 | 42,377 |
Long-term debt, net of current portion | 1,966,211 | 2,022,819 |
Term Loan Facility [Member] | ||
Debt Disclosure [Line Items] | ||
Debt carrying amount | 1,237,479 | 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 | 5,296 | 4,480 |
Other [Member] | ||
Debt Disclosure [Line Items] | ||
Debt carrying amount | $ 2,085 | $ 1,207 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Short-Term Debt [Line Items] | ||||
Repayment of minimum quarterly principal payments | $ 71,278,000 | $ 22,034,000 | ||
Gain on repurchase of debt instrument | $ 4,700,000 | 5,000,000 | ||
Term Loan Facility [Member] | ||||
Short-Term Debt [Line Items] | ||||
Line of credit outstanding | 1,200,000,000 | $ 1,200,000,000 | ||
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 | $ 6,600,000 | $ 3,300,000 | $ 6,600,000 |
Debt instrument terms of interest payment | Interest on the Notes is payable semi-annually in arrears | |||
Rate of interest | 6.50% | 6.50% | ||
Debt instrument repurchased amount | $ 52,400,000 | $ 54,400,000 | ||
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% | |||
Floating Rate of Term SOFR [Member] | Term Loan Facility [Member] | ||||
Short-Term Debt [Line Items] | ||||
Debt instrument, base rate margin | 4.50% | |||
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 | $ 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 | Jun. 30, 2023 | Dec. 31, 2022 |
Assets measured at fair value | ||
Assets measured at fair value | $ 43,989 | $ 47,493 |
Liabilities measured at fair value | ||
Liabilities measured at fair value | 24,010 | 21,287 |
Contingent Consideration Liabilities [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 23,057 | 20,334 |
Warrant Liability [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 953 | 953 |
Derivative Financial Instruments [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | 43,989 | 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 | 43,989 | 47,493 |
Liabilities measured at fair value | ||
Liabilities measured at fair value | 953 | 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 | 953 | 953 |
Significant Other Observable Inputs (Level 2) [Member] | Derivative Financial Instruments [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | 43,989 | 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 | 23,057 | 20,334 |
Significant Other Unobservable Inputs (Level 3) [Member] | Contingent Consideration Liabilities [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 23,057 | 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 | 6 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Apr. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||||||
Maximum credit loss exposure | $ 78,000 | $ 78,000 | |||||
Change in fair value of warrant liability | 74 | $ (4,914) | $ 0 | $ (20,356) | |||
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 | 11,400 | $ 5,600 | $ 9,500 | $ 26,600 | |||
Derivative, notional amount | 650,000 | 650,000 | $ 300,000 | $ 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 | $ 44,000 | $ 44,000 | $ 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 | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | ||
Beginning of the period | $ 20,334 | $ 58,366 |
Fair value of acquisitions | 510 | |
Changes in fair value | 9,360 | 5,788 |
Measurement period adjustments | (6,668) | (20,882) |
Foreign exchange translation effects | 31 | (397) |
End of the period | $ 23,057 | $ 43,385 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Summary of Financial Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | $ 2,019,860 | $ 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 | 2,039,831 | 2,114,572 |
Term Loan Credit Facility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | 1,237,479 | 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 | 1,284,820 | 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 | 748,176 | 736,517 |
Government Loans for COVID-19 Relief Member | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | 5,296 | 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 | 4,750 | 4,723 |
Other [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | 2,085 | 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 | $ 2,085 | $ 1,207 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transactions (Textual) | |||||
Revenues | $ 1,037,055 | $ 981,076 | $ 2,049,038 | $ 1,895,884 | |
Related Party [Member] | |||||
Related Party Transactions (Textual) | |||||
Revenues | 1,100 | 2,000 | |||
Accounts Receivable | 600 | 600 | |||
Majority-Owned Subsidiary, Nonconsolidated [Member] | Related Party [Member] | |||||
Related Party Transactions (Textual) | |||||
Revenues | 4,500 | $ 3,800 | 8,300 | $ 7,600 | |
Accounts Receivable | $ 2,400 | $ 2,400 | $ 1,700 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate reconciliation, percent | 5% | 26.40% | 12.70% | 32.80% |
Shortfall of stock based compensation | $ 0.8 | $ 0.3 | $ 3.5 | $ 1.4 |
Segments - Additional Informati
Segments - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 1 Months Ended |
Jun. 30, 2023 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Insurance proceeds | $ 1.7 |
Segments - Summary Of Revenue A
Segments - Summary Of Revenue And Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 1,037,055 | $ 981,076 | $ 2,049,038 | $ 1,895,884 |
Depreciation and amortization | 56,738 | 58,444 | 113,842 | 116,212 |
Operating income | 22,271 | 28,266 | 14,015 | 51,290 |
Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 599,828 | 604,132 | 1,213,172 | 1,196,101 |
Depreciation and amortization | 39,390 | 40,543 | 79,204 | 81,512 |
Operating income | 7,123 | 15,177 | 2,977 | 34,150 |
Marketing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 437,227 | 376,944 | 835,866 | 699,783 |
Depreciation and amortization | 17,348 | 17,901 | 34,638 | 34,700 |
Operating income | $ 15,148 | $ 13,089 | $ 11,038 | $ 17,140 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Options exercised | 0 | 0 | ||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
2020 Incentive Award Plan [Member] | ||||||
Total share-based compensation expense included in net income | $ 7,380 | $ 9,556 | $ 14,472 | $ 15,784 | ||
Share-Based Payment Arrangement, Expense, Tax Benefit | 2,296 | $ 2,990 | 4,297 | $ 4,530 | ||
Unrecognized compensation expense | $ 9,000 | |||||
Weighted-average period | 3 years 10 months 24 days | |||||
Intrinsic value of all outstanding options | 1,000 | $ 1,000 | ||||
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] | ||||||
Vesting period | 3 years | |||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 36,300 | $ 36,300 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 2 years 3 months 18 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of stock-based compensation expense and equity-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total share-based compensation before tax | $ 22,436 | $ 22,732 | ||
2020 Incentive Award Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Restricted share-based unit awards | $ 5,809 | $ 6,217 | 12,748 | 11,274 |
Total share-based compensation before tax | 9,676 | 12,546 | 18,769 | 20,314 |
Share Based Compensation Arrangement ByShare Based Payment Award Restricted Value Other | 3,867 | 6,329 | 6,021 | 9,040 |
Tax Benefit | 2,296 | 2,990 | 4,297 | 4,530 |
Total share-based compensation expense included in net income | $ 7,380 | $ 9,556 | $ 14,472 | $ 15,784 |
Stock-Based Compensation - Su_2
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 | 3,263,963 | 694,417 | 287,650 |
Number of Shares Target | 6,527,925 | 694,417 | 287,650 |
Number of Shares Maximum | 9,791,888 | 694,417 | 449,582 |
Weighted Average Fair Value per Share | $ 1.99 | $ 4.98 | $ 10.53 |
Maximum Remaining Unrecognized Compensation Expense | $ 15,559,596 | $ 1,634,127 | $ 846,970 |
Weighted-average remaining requisite service periods | 2 years 9 months 18 days | 1 year 10 months 24 days | 7 months 6 days |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of PSU Activity (Details) - Performance Shares [Member] | 6 Months Ended |
Jun. 30, 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 | 6,646,413 |
Number of shares, Distributed | shares | (1,349,535) |
Number of shares, Forfeited | shares | (828,593) |
PSU performance adjustment | shares | (3,169,425) |
Ending balance | shares | 7,671,924 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 7.05 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 1.99 |
Weighted Average Grant Date Fair Value, Distributed | $ / shares | 9.84 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 6.24 |
Weighted Average Grant Date Fair Value, PSU performance adjustment | $ / shares | 5.4 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 2.76 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary Of Stock Option Plan Activity (Details) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Stock-based Compensation [Line Items] | |
Beginning balance | shares | 9,576,760 |
Number of shares, Granted | shares | 15,442,890 |
Number of shares, Distributed | shares | (3,420,823) |
Number of shares, Forfeited | shares | (962,952) |
Ending balance | shares | 20,635,875 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 5.91 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 2 |
Weighted Average Grant Date Fair Value, Distributed | $ / shares | 5.65 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 4.53 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 3.1 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Stock Option Under the plan (Details) - Employee Stock Option [Member] | 6 Months Ended |
Jun. 30, 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 | 16,400,000 |
Number of shares, Forfeited | shares | (630,443) |
Cancelled/Expired | shares | (315,221) |
Ending balance | shares | 17,570,000 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 3.92 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 6.05 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 5.99 |
Weighted Average Grant Date Fair Value, Cancelled/Expired | $ / shares | 5.99 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 5.8 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule Of Assumption Used To Determine Fair Value (Details) - Employee Stock Option [Member] - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share Price | $ 2.13 | $ 5.99 |
Exercise price | $ 6.05 | $ 5.99 |
Dividend yield | 0% | 0% |
Expected volatility | 40% | 30% |
Risk-free interest rate | 3.50% | 2% |
Expected term | 6 years 6 months | 6 years 6 months |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Noncontrolling Interest [Line Items] | ||
Redeemable noncontrolling interest | $ 3,784 | $ 3,746 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest - Summary Of Redeemable Noncontrolling Interest (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Noncontrolling Interest [Abstract] | |
Balance at January 1, 2022 | $ 3,746 |
Balance at September 30, 2022 | $ 3,784 |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net Income (Loss) | $ (8,762) | $ 3,371 | $ (56,349) | $ 22,336 |
Weighted average common shares-basic | 324,178,691 | 318,418,746 | 322,665,312 | 318,103,452 |
Basic (loss) earnings per common share | $ (0.03) | $ 0.01 | $ (0.17) | $ 0.07 |
Weighted-average number of common shares | 324,178,691 | 318,418,746 | 322,665,312 | 318,103,452 |
Restricted and Performance Stock Units | 0 | 99,902 | 0 | 444,169 |
Employee stock purchase plan and stock options | 0 | 596,217 | 0 | 372,104 |
Weighted average common shares - diluted | 324,178,691 | 319,114,865 | 322,665,312 | 318,919,725 |
Diluted earnings (loss) per common share | $ (0.03) | $ 0.01 | $ (0.17) | $ 0.07 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - $ / shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stock option | |||
Earnings Per Share [Line Items] | |||
Antidiluted weighted average shares outstanding (in shares) | 1,200,000 | 1,700,000 | |
Common Class A [Member] | |||
Earnings Per Share [Line Items] | |||
Class of warrant or right exercise price of warrants or rights | $ 11.5 | $ 11.5 | $ 11.5 |
Common Class A [Member] | Private Placement Warrants [Member] | |||
Earnings Per Share [Line Items] | |||
Number of warrants or rights outstanding | 18,578,321 | 18,578,321 | 18,578,321 |