Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 06, 2024 | |
Document Information [Line Items] | ||
Entity Registrant Name | Advantage Solutions Inc. | |
Entity Central Index Key | 0001776661 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | 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 | 322,179,519 | |
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 | 8001 Forsyth Blvd, | |
Entity Address, Address Line Two | Suite 1025 | |
Entity Address, City or Town | Clayton | |
Entity Address, State or Province | MO | |
Entity Address, Postal Zip Code | 63105 | |
City Area Code | 314 | |
Local Phone Number | 655-9333 | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants exercisable for one share of Class A common stock at an exercise price of $11.50 per share | |
Trading Symbol | ADVWW | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 112,293 | $ 120,839 |
Restricted cash | 15,712 | 16,363 |
Accounts receivable, net of allowance for expected credit losses from continuing operations of $14,589 and $32,725, respectively | 649,420 | 685,201 |
Prepaid expenses and other current assets | 93,845 | 117,649 |
Current assets of discontinued operations | 60,858 | 71,982 |
Total current assets | 932,128 | 1,012,034 |
Property and equipment, net | 82,968 | 69,191 |
Goodwill | 833,491 | 833,491 |
Other intangible assets, net | 1,522,359 | 1,567,829 |
Investments in unconsolidated affiliates | 220,445 | 211,393 |
Other assets | 42,681 | 43,615 |
Other assets of discontinued operations | 0 | 41,770 |
Total assets | 3,634,072 | 3,779,323 |
Current liabilities | ||
Current portion of long-term debt | 13,275 | 13,274 |
Accounts payable | 190,891 | 177,360 |
Accrued compensation and benefits | 90,096 | 163,421 |
Other accrued expenses | 147,121 | 144,446 |
Deferred revenues | 23,392 | 27,428 |
Current liabilities of discontinued operations | 12,153 | 15,368 |
Total current liabilities | 476,928 | 541,297 |
Long-term debt, net of current portion | 1,795,878 | 1,848,118 |
Deferred income tax liabilities | 203,399 | 204,136 |
Other long-term liabilities | 73,684 | 74,915 |
Other liabilities of discontinued operations | 0 | 6,780 |
Total liabilities | 2,549,889 | 2,675,246 |
Equity attributable to stockholders of Advantage Solutions Inc. | ||
Common stock, $0.0001 par value, 3,290,000,000 shares authorized; 323,894,143 and 322,235,261 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 32 | 32 |
Additional paid in capital | 3,447,038 | 3,449,261 |
Accumulated deficit | (2,319,957) | (2,314,650) |
Loans to Karman Topco L.P. | (6,536) | (6,387) |
Accumulated other comprehensive loss | (6,662) | (3,945) |
Treasury stock, at cost; 6,600,075 and 3,600,075 shares as of March 31, 2024 and December 31, 2023, respectively | (30,638) | (18,949) |
Total equity attributable to stockholders of Advantage Solutions Inc. | 1,083,277 | 1,105,362 |
Nonredeemable noncontrolling interest | 906 | (1,285) |
Total stockholders' equity | 1,084,183 | 1,104,077 |
Total liabilities, redeemable noncontrolling interest, and stockholders' equity | $ 3,634,072 | $ 3,779,323 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts receivable, net of allowances | $ 16,795 | $ 32,725 |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 3,290,000,000 | 3,290,000,000 |
Common stock, shares issued | 323,894,143 | 322,235,261 |
Common stock, shares outstanding | 323,894,143 | 322,235,261 |
Treasury Stock, Common, Shares | 6,600,075 | 3,600,075 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues | $ 879,003 | $ 944,382 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 763,872 | 826,855 |
Selling, general, and administrative expenses | 89,664 | 56,289 |
Depreciation and amortization | 51,540 | 54,494 |
Income from unconsolidated investments | 689 | 0 |
Total operating expenses | 905,765 | 937,638 |
Operating (loss) income from continuing operations | (26,762) | 6,744 |
Other expenses (income): | ||
Change in fair value of warrant liability | 287 | (73) |
Interest expense, net | 35,761 | 47,165 |
Total other expenses | 36,048 | 47,092 |
Loss from continuing operations before income taxes | (62,810) | (40,348) |
Benefit from income taxes for continuing operations | (13,703) | (5,978) |
Net loss from continuing operations | (49,107) | (34,370) |
Net income (loss) from discontinued operations, net of tax | 45,992 | (13,308) |
Net loss | (3,115) | (47,678) |
Less: net income (loss) from discontinued operations attributable to noncontrolling interest | 2,192 | (91) |
Net loss attributable to stockholders of Advantage Solutions Inc. | $ (5,307) | $ (47,587) |
Net loss per common share: | ||
Basic net loss per common share from continuing operations | $ (0.15) | $ (0.11) |
Basic net income (loss) per common share from discontinued operations | 0.14 | (0.04) |
Basic net loss per common share attributable to stockholders of Advantage Solutions Inc. | (0.02) | (0.15) |
Diluted net loss per share: | ||
Diluted net loss per common share from continuing operations | (0.15) | (0.11) |
Diluted net income (loss) per common share from discontinued operations | 0.14 | (0.04) |
Diluted net loss per common share - Advantage Solutions Inc. | $ (0.02) | $ (0.15) |
Weighted-average number of common shares: | ||
Basic | 321,458,155 | 321,135,117 |
Diluted | 321,458,155 | 321,135,117 |
Comprehensive (Loss) Income: | ||
Net loss attributable to stockholders of Advantage Solutions Inc. | $ (5,307) | $ (47,587) |
Other comprehensive loss, net of tax: | ||
Foreign currency translation adjustments | (2,717) | 1,524 |
Total comprehensive loss attributable to stockholders of Advantage Solutions Inc. | $ (8,024) | $ (46,063) |
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 |
Beginning 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 |
Beginning Balance, Shares at Dec. 31, 2022 | 319,690,300 | 1,610,014 | |||||||
Net (loss) income | (47,678) | ||||||||
Net loss | (47,757) | ||||||||
Net Income (Loss) | (47,587) | (47,587) | (47,587) | (170) | |||||
Foreign currency translation adjustments | 3,337 | 1,524 | 1,524 | 1,813 | |||||
Total comprehensive (loss) income | (44,420) | (46,063) | 1,643 | ||||||
Interest on loans to Karman Topco L.P. | (6) | (6) | (6) | ||||||
Equity-based compensation of Karman Topco L.P. | (2,269) | (2,269) | (2,269) | ||||||
Shares issued under Employee Stock Purchase Plan | 1,193 | 1,193 | 1,193 | ||||||
Shares issued under 2020 Employee Stock Purchase Plan, Shares | 674,976 | ||||||||
Payments for taxes related to net share settlement under 2020 Incentive Award Plan | (1,277) | (1,277) | (1,277) | ||||||
Shares issued under 2020 Incentive Award Plan, Shares | 3,190,022 | ||||||||
Stock-based compensation expense | 11,078 | 11,078 | 11,078 | ||||||
Ending 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 |
Ending Balance, Shares at Mar. 31, 2023 | 323,555,298 | 1,610,014 | |||||||
Beginning Balance at Dec. 31, 2023 | 1,104,077 | $ 32 | $ (18,949) | 3,449,261 | (2,314,650) | (6,387) | (3,945) | 1,105,362 | (1,285) |
Beginning Balance, Shares at Dec. 31, 2023 | 322,235,261 | 3,600,075 | |||||||
Net (loss) income | (3,115) | ||||||||
Net Income (Loss) | (5,307) | (5,307) | (5,307) | 2,192 | |||||
Treasury Stock, Shares, Acquired | (3,000,000) | 3,000,000 | |||||||
Purchase of treasury stock | (11,689) | $ (11,689) | (11,689) | ||||||
Foreign currency translation adjustments | (2,718) | (2,717) | (2,717) | (1) | |||||
Total comprehensive (loss) income | (5,833) | (8,024) | 2,191 | ||||||
Interest on loans to Karman Topco L.P. | (149) | (149) | (149) | ||||||
Equity-based compensation of Karman Topco L.P. | 390 | 390 | 390 | ||||||
Shares issued under Employee Stock Purchase Plan | 1,167 | 1,167 | 1,167 | ||||||
Shares issued under 2020 Employee Stock Purchase Plan, Shares | 581,954 | ||||||||
Payments for taxes related to net share settlement under 2020 Incentive Award Plan | (9,688) | (9,688) | (9,688) | ||||||
Shares issued under 2020 Incentive Award Plan, Shares | 4,076,928 | ||||||||
Stock-based compensation expense | 5,908 | 5,908 | 5,908 | ||||||
Ending Balance at Mar. 31, 2024 | $ 1,084,183 | $ 32 | $ (30,638) | $ 3,447,038 | $ (2,319,957) | $ (6,536) | $ (6,662) | $ 1,083,277 | $ 906 |
Ending Balance, Shares at Mar. 31, 2024 | 323,894,143 | 6,600,075 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (3,115) | $ (47,678) |
Net income (loss) from discontinued operations, net of tax | 45,992 | (13,308) |
Net loss from continuing operations | (49,107) | (34,370) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities | ||
Noncash interest income | (4,165) | 1,885 |
Amortization of deferred financing fees | 1,800 | 2,109 |
Depreciation and amortization | 51,540 | 54,494 |
Change in fair value of warrant liability | 287 | (73) |
Fair value adjustments related to contingent consideration | 689 | 4,292 |
Deferred income taxes | (423) | (16,448) |
Equity-based compensation of Karman Topco L.P. | 390 | (2,269) |
Stock-based compensation | 7,220 | 11,210 |
Equity in earnings of unconsolidated affiliates | 689 | 0 |
Distribution received from unconsolidated affiliates | 1,282 | 588 |
Gain on repurchases of Senior Secured Notes | (2,669) | 0 |
Gain on disposal of property and equipment | 469 | 0 |
Changes in operating assets and liabilities, net of effects from divestitures and purchases of businesses: | ||
Accounts receivable, net | 34,472 | 63,590 |
Prepaid expenses and other assets | 19,743 | 22,290 |
Accounts payable | 8,877 | (45,410) |
Accrued compensation and benefits | (72,751) | (53,086) |
Deferred revenues | (3,935) | 11,084 |
Other accrued expenses and other liabilities | (3,302) | 21,510 |
Net cash (used in) provided by operating activities from continuing operations | (8,894) | 41,396 |
Net cash provided by operating activities from discontinued operations | 1,060 | 1,690 |
Net cash (used in) provided by operating activities | (7,834) | 43,086 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of investment in unconsolidated affiliates | (2,500) | 0 |
Purchase of property and equipment | (16,155) | (5,988) |
Proceeds from divestitures | 87,370 | 0 |
Net cash provided by (used in) investing activities from continuing operations | 68,715 | (5,988) |
Net cash used in investing activities from discontinued operations | (1,010) | (1,290) |
Net cash provided by (used in) investing activities | 67,705 | (7,278) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings under lines of credit | 0 | 56,843 |
Payments on lines of credit | 0 | (56,033) |
Principal payments on long-term debt | (3,318) | (3,317) |
Repurchases of Senior Secured Notes and Term Loan Facility debt | (47,899) | (1,725) |
Proceeds from issuance of common stock | 1,167 | 1,193 |
Payments for taxes related to net share settlement under 2020 Incentive Award Plan | (3,292) | (1,277) |
Contingent consideration payments | (1,851) | (1,101) |
Holdback payments | 0 | (1,380) |
Purchase of treasury stock | (11,689) | 0 |
Net cash used in financing activities from continuing operations | (66,882) | (6,797) |
Net cash used in financing activities from discontinued operations | (73) | (81) |
Net cash used in financing activities | (66,955) | (6,878) |
Net effect of foreign currency changes on cash from continuing operations | (2,136) | 1,311 |
Net effect of foreign currency changes on cash from discontinued operations | (310) | (10) |
Net effect of foreign currency changes on cash | (2,446) | 1,301 |
Net change in cash, cash equivalents and restricted cash | (9,530) | 30,231 |
Cash, cash equivalents and restricted cash, beginning of period | 142,842 | 138,532 |
Cash, cash equivalents and restricted cash, end of period | 133,312 | 168,763 |
Less: Cash, cash equivalents and restricted cash of discontinued operations | 5,307 | 3,010 |
Cash, cash equivalents and restricted cash, end of period | 128,005 | 165,753 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
(Gain) loss on divestitures from discontinued operations | (57,016) | 16,497 |
Purchase of property and equipment recorded in accounts payable and accrued expenses | $ 5,238 | $ 2,105 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (5,307) | $ (47,587) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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 Ac
Organization and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023 was derived from the audited Consolidated Balance Sheet at that date and does not include all the disclosures required by GAAP. In the opinion of management, all adjustments which are of a normal recurring nature and necessary for a fair statement of the results as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 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, 2023 and the related footnotes thereto. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. As of March 31, 2024, the Company determined that certain businesses that have been disposed of and businesses classified as held for sale as of March 31, 2024 met the criteria for discontinued operations presentation. For all periods presented, the operating results associated with the businesses disposed of and classified as held for sale have been reclassified into net income (loss) from discontinued operations, net of income taxes and net income (loss) from discontinued operations attributable to non-controlling interest in the Consolidated Statements of Operations. The assets and liabilities associated with these businesses have been reflected as current and long-term assets and liabilities of discontinued operations in the Consolidated Balance Sheets, and the Cash flows from the Company’s discontinued operations are presented in the Consolidated Statements of Cash Flows for all periods presented Refer to Note 2— Held for Sale, Divestitures and Discontinued Operations for additional information on the Company’s assets and liabilities classified as held for sale and the Company's discontinued operations. Certain prior period balances related to the Company's reportable segments and discontinued operations have been reclassified to conform to the current presentation in the financial statements and accompanying notes. The notes to the condensed consolidated financial statements are presented on a continuing operations basis unless otherwise noted. Refer to Note 8— Segments for additional information on the Company’s reportable segments. Refer to Note 2— Held for Sale, Divestitures and Discontinued Operations for additional information on the Company’s discontinued operations. Reportable Segments Effective January 1, 2024, Advantage Solutions Inc. revised its reportable segments to align with the Company's business strategy, and the manner in which the Chief Executive Officer, the Company's chief operating decision maker, assesses performance and makes decisions regarding the allocation of resources for the Company. The Company’s revised operating and reportable segments consist of Branded Services, Experiential Services, and Retailer Services. This change had no impact on the Company’s Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations and Comprehensive Loss, and Condensed Consolidated Statements of Stockholders' Equity. Prior period segment results have been reclassified to reflect the Company’s new reportable segments on a continuing operations basis. Refer to Note 8— Segments for additional information on the Company’s reportable segments. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net identifiable tangible and intangible assets acquired in an acquisition. The Company tests for impairment of goodwill at the reporting unit level. The Company generally combines components that have similar economic characteristics, nature of services, types of clients, distribution methods and regulatory environment. In connection with the Company’s reorganization and the associated change in operating segments, the Company reassessed its reporting units and concluded that it has five reporting units (Branded Services, Branded Agencies, Experiential Services, Merchandising and Retailer Agencies). As a result, the Company performed the required impairment assessments directly before and immediately after the change in reporting units as of January 1, 2024. The assets and liabilities were reassigned to the applicable reporting units and allocated goodwill using the relative fair value approach. The estimated fair value of the underlying reporting units was determined based on a combination of the income and market approaches. The income approach utilizes estimates of discounted cash flows for the underlying business, which requires assumptions for growth rates, EBITDA margins, terminal growth rate, discount rate, and incremental net working capital, all of which require significant management judgment. The market approach applies market multiples derived from historical earnings data of selected guideline publicly traded companies that are first screened by industry group and then further narrowed on the reporting units' business descriptions, markets served, competitors, EBITDA margins and revenue size. The Company compared a weighted average of the output from the income and market approaches to compute the fair value of the reporting units. The assumptions in the income and market approach are based on significant inputs not observable in the market and thus represent Level three measurements within the fair value hierarchy. In conjunction with the tests performed as of January 1, 2024, each of the fair values for the reporting units tested was in excess of its carrying amount. The fair values of the Branded Agencies and Experiential Services reporting units exceeded their respective carrying values by less than 20 %. As of March 31, 2024, there were no indicators of goodwill impairment. Indefinite Lived Intangible Assets Intangible assets with indefinite useful lives are not amortized but tested annually, at the beginning of the fourth quarter, for impairment or more often if events occur or circumstances change that would create a triggering event. Prior to the segment change, the Company went to market with the Advantage Trade Name being specifically used and assessed for impairment in the Sales and Marketing businesses. As a result of the change in the Company's reportable segments effective as of January 1, 2024, the Company determined, based on the change in the planned use of the Advantage Trade Name intangible asset, that the Advantage Trade Name should be considered an entity-wide asset for reporting and impairment testing purposes. As of January 1, 2024, the Company concluded there was a triggering event for an interim impairment assessment due to the change in unit of account of the indefinite-lived intangibles. Based on the interim impairment assessment, the estimated fair values exceeded their carrying values, thus no impairment was recorded. Revenue Recognition The Company recognizes revenue when control of promised goods or services is 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 Branded Services segment are primarily recognized in the form of commissions, fee-for-service and cost-plus fees for providing headquarter relationship management, execution of merchandising strategies and omni-commerce marketing services. Revenues within the Branded Services segment are further disaggregated between brokerage services, branded merchandising services, omni-commerce marketing services, and revenues related to the Company's international joint venture (prior to the deconsolidation during fiscal year 2023). Brokerage services revenues are primarily outsourced sales and services for branded consumer goods manufacturers at retailer headquarters, in-store and online. Branded merchandising services relate to merchandising in-store and online for branded consumer goods manufacturers. Omni-commerce marketing services primarily relate to digital and field marketing services. Experiential Services segment revenues are primarily recognized in the form of fee-for-service and cost-plus fees for providing in-store, digital sampling and demonstrations, where the Company manages highly customized, large-scale sampling programs for leading brands and retailers. Retailer Services segment revenues are primarily recognized in the form of commissions, fee-for-service and cost-plus fees for providing consulting services related to private brand development, the execution of merchandising strategies and marketing strategies within retailer locations, including retail media networks and analyzing shopper behavior. Revenues within the Retailer Services segment are further disaggregated between advisory services, retailer merchandising services and agency services to retailers. Advisory services primarily consist of consulting services related to private brand development. Retailer merchandising services primarily relate to the execution of merchandising strategies. Agency services primarily consist of providing marketing strategies within retail locations. Disaggregated revenues were as follows: Three Months Ended March 31, (in thousands) 2024 2023 Branded Services Omni-commerce marketing services $ 112,360 $ 112,927 Brokerage services 127,022 131,665 Branded merchandising services 105,147 106,863 International joint venture — 93,407 Total Branded Services revenue 344,529 444,862 Experiential Services Experiential services 307,351 257,167 Total Experiential Services revenue 307,351 257,167 Retailer Services Agency services 16,824 14,232 Advisory services 38,712 39,067 Retailer merchandising services 171,587 189,054 Total Retailer Services revenue 227,123 242,353 Total revenues $ 879,003 $ 944,382 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 the three months ended March 31, 2024 included in Deferred revenues as of December 31, 2023 were $ 13.3 million. Revenues recognized during the three months ended March 31, 2023 included in Deferred revenues as of December 31, 2022 were $ 12.8 million. Accounting Standards Recently Issued but Not Yet Adopted by the Company In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires entities to expand their existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid. The standard is effective for the Company beginning in fiscal year 2025, with early adoption permitted. The new standard is expected to be applied prospectively, but retrospective application is permitted. The Company is currently evaluating the impact of ASU 2023-09 on the consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires entities to disclose incremental segment information on an annual and interim basis, including significant segment expenses and measures of profit or loss that are regularly provided to the chief operating decision maker (“CODM”). The standard is effective for the Company beginning in fiscal year 2024 and interim periods within fiscal year 2025, with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-07 on the consolidated financial statements and related disclosures and expects to adopt the new standard using a retrospective approach. In March 2024, the Securities Exchange Commission (“SEC”) adopted final climate-related disclosure rules under SEC Release Nos. 33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors . The rules require disclosure of governance, risk management and strategy related to material climate-related risks as well as disclosure of material greenhouse gas emissions in registration statements and annual reports. In addition, the rules require presentation of certain material climate-related disclosures in the annual consolidated financial statements. On April 4, 2024, the SEC voluntarily stayed the effective date of the final rules pending completion of judicial review following legal challenges. The disclosure requirements will apply to the Company's fiscal year reporting beginning October 4, 2025, pending resolution of the stay. The Company is currently evaluating the impact of the rules on the consolidated financial statements and related disclosures. Other new accounting pronouncements recently issued or newly effective were not applicable to the Company, did not have a material impact on the condensed consolidated financial statements or are not expected to have a material impact on the condensed consolidated financial statements. |
Held for Sale, Divestitures and
Held for Sale, Divestitures and Discontinued Operations | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Held for Sale, Divestitures and Discontinued Operations | 2. Held for Sale, Divestitures and Discontinued Operations Held for Sale As of March 31, 2024, and December 31 2023, the Company classified certain assets and liabilities as held for sale in the condensed consolidated balance sheet, primarily relating assets and liabilities to be disposed of by sale (“disposal groups”) which are “held for sale” if their carrying amounts are principally expected to be recovered through a sale transaction rather than through continuing use. Assets and liabilities to be disposed of by sale are classified as held for sale if the carrying amount is principally expected to be recovered through a sale rather than through continuing use. The classification occurs when the disposal group is available for immediate sale and the sale is probable. These criteria are generally met when an agreement to sell exists, or management has committed to a plan to sell the assets within one year. When the criteria are met and the proceeds from the sale will not be utilized to pay down long-term borrowings, the Company classifies these assets and liabilities held for sale as current. Disposal groups are measured at the lower of carrying amount or fair value less costs to sell, and long-lived assets included within the disposal group are not depreciated or amortized. The fair value of a disposal group, less any costs to sell, is assessed each reporting period it remains classified as held for sale and any remeasurement to the lower of carrying value or fair value less costs to sell is reported as an adjustment to the carrying value of the disposal group. The Company determined that the disposal groups classified as held for sale met the criteria for classification as discontinued operations as discussed below. The assets and liabilities related to these businesses are included in the discontinued operations captions in the Condensed Consolidated Balance Sheets. In May 2024, the Company entered into an agreement and sold a branded marketing agency that was held for sale as of March 31, 2024. The Company received approximately $ 42.5 million less estimated working capital adjustments. The Company is currently in the process of finalizing the accounting for this transaction and has determined that the gain or loss on this sale is impractical to report as of the date of this filing. 2023 Divestitures In April 2023, the Company entered into an agreement to sell certain assets and liabilities classified as held for sale as of March 31, 2023 (collectively, the “2023 Divestitures”). The Company determined that the disposal groups classified as held for sale did not meet the criteria for classification as discontinued operations as of March 31, 2023. During the three months ended March 31, 2023, the Company recorded a loss of $ 11.7 million to remeasure the disposal group to fair value plus costs to sell and a loss of $ 4.8 million loss on divestitures as a component of “Net income (loss) from discontinued operations, net of tax” in the Condensed Consolidated Statements of Operations and Comprehensive Loss. 2024 Divestitures On January 31, 2024, the Company sold a collection of foodservice businesses, previously classified as held for sale (as current assets) as of December 31, 2023 (collectively the 2024 “Divestitures”) . As part of the sale, the foodservice businesses were combined with an entity owned by the buyer, with the Company receiving approximately $ 91.0 million, subject to working capital adjustments and an ongoing 7.5 % interest in the combined business. The ongoing ownership interest represents a continuing involvement which the Company has determined represents an equity method investment. Upon the close of the transaction, the retained 7.5 % interest was recognized at fair value of $ 8.4 million, valued using unobservable inputs (i.e., Level 3 inputs), primarily discounted cash flow. During the three months ended March 31, 2024, the Company recorded a gain on the divestiture of the collection of foodservice businesses of $ 56.6 million reported as a component of “Net income (loss) from discontinued operations, net of tax” in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Proceeds from the sale were classified as cash provided by investing activities from continuing operations in the Condensed Consolidated Statements of Cash Flows. Effective February 1, 2024, the Company’s investment in the combined foodservice business is accounted for under the equity method of accounting, with the investment reported in “Investments in unconsolidated affiliates” on the Condensed Consolidated Balance Sheets and an immaterial amount of equity income (loss) reported in “Income from unconsolidated investments” on the Condensed Consolidated Statements of Operations and Other Comprehensive Loss for the three months ended March 31, 2024. Transactions between the Company and the combined foodservice entity are considered to be related-party transactions subsequent to the divesture. Discontinued Operations The Company classifies a business that has been disposed of or is classified as held for sale as a discontinued operation when the criteria prescribed by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements are met. While the 2023 Divestitures did not previously qualify for presentation as discontinued operations, the Company concluded that, in the aggregate, the sales of these businesses along with the 2024 Divestitures and businesses held for sale as of March 31, 2024 met the criteria for discontinued operations presentation during the three months ended March 31, 2024 (collectively, the “discontinued operations”), which are part of a single disposal plan. As a result, each of these businesses has been reclassified to discontinued operations in the Condensed Consolidated Statements of Operations and Condensed Consolidated Balance sheets for all periods presented. As part of the agreements for the 2023 Divestitures and 2024 Divestitures, the Company has agreed to provide certain transitional services as defined within the respective Transition Services Agreement for a period of time after sale. Income and expenses related to these transitional services are immaterial and are reported in “Net loss from continuing operations” on the Condensed Consolidated Statements of Operations and Other Comprehensive Loss. The following table presents the summarized balance sheets of discontinued operations. (in thousands) March 31, 2024 December 31, 2023 Carrying amounts of major classes of assets Cash and cash equivalents $ 5,307 $ 5,641 Accounts receivable, net of allowance for expected credit losses of $ 2,181 and $ 2,082 , respectively 15,652 31,146 Prepaid and other current assets 616 5,112 Property and equipment, net 5,292 5,762 Goodwill 21,900 37,100 Other intangible assets, net 11,938 25,024 Other assets 153 3,967 Total assets of discontinued operations (1) 60,858 113,752 Carrying amounts of major classes of liabilities Current portion of long-term debt $ 285 $ 306 Accounts payable 2,952 5,271 Accrued compensation and benefits 2,027 3,756 Other accrued expenses 28 3,181 Deferred revenues 587 2,306 Long-term debt, net of current portion 4,557 4,666 Other liabilities 1,717 2,662 Total liabilities of discontinued operations (1) $ 12,153 $ 22,148 Total net assets of the disposal group classified as discontinued operations $ 48,705 $ 91,604 (1) Certain assets and liabilities from discontinued operations are classified as noncurrent at December 31, 2023 as they did not previously meet the held-for-sale criteria at that date. The following table presents the summarized statements of operations of discontinued operations. Three Months Ended March 31, (in thousands) 2024 2023 Revenues $ 27,043 $ 67,601 Cost of revenues (exclusive of depreciation and amortization shown separately below) 23,190 61,185 Selling, general, and administrative expenses 1,954 2,309 Depreciation and amortization 816 2,610 (Gain) loss on divestitures ( 57,016 ) 16,497 Total operating (income) expenses ( 31,056 ) 82,601 Operating income (loss) from discontinued operations 58,099 ( 15,000 ) Other expenses: Interest expense, net 32 26 Total other expenses 32 26 Income (loss) before income taxes from discontinued operations, net of tax 58,067 ( 15,026 ) Provision for (benefit from) income taxes from discontinued operations 12,075 ( 1,718 ) Net income (loss) from discontinued operations 45,992 ( 13,308 ) Less: net income (loss) from discontinued operations attributable to noncontrolling interest 2,192 ( 91 ) Net income (loss) from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ 43,800 $ ( 13,217 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 3. Goodwill and Intangible Assets The following tables set forth information for goodwill by reportable segment: (in thousands) Branded Services Retailer Services Experiential Services Total Balance at December 31, 2023 $ 376,109 $ 217,955 $ 239,427 $ 833,491 Balance at March 31, 2024 $ 376,109 $ 217,955 $ 239,427 $ 833,491 Accumulated impairment losses related to goodwill were $ 2.0 billion as of March 31, 2024 and December 31, 2023. The following tables set forth information for intangible assets: March 31, 2024 (amounts in thousands) Weighted Average Useful Life Gross Carrying Accumulated Accumulated Net Carrying Finite-lived intangible assets: Client relationships 14 years $ 2,313,682 $ 1,477,634 $ — $ 836,048 Trade names 10 years 88,600 55,708 — 32,892 Developed technology 7 years 3,100 1,181 — 1,919 Total finite-lived intangible assets 2,405,382 1,534,523 — 870,859 Indefinite-lived intangible assets: Trade name 1,480,000 — 828,500 651,500 Total other intangible assets $ 3,885,382 $ 1,534,523 $ 828,500 $ 1,522,359 December 31, 2023 (amounts in thousands) Weighted Average Useful Life Gross Carrying Accumulated Accumulated Net Carrying Finite-lived intangible assets: Client relationships 14 years $ 2,313,792 $ 1,434,600 $ — $ 879,192 Trade names 10 years 88,600 53,493 — 35,107 Developed technology 7 years 7,500 5,470 — 2,030 Total finite-lived intangible assets 2,409,892 1,493,563 — 916,329 Indefinite-lived intangible assets: Trade name 1,480,000 — 828,500 651,500 Total other intangible assets $ 3,889,892 $ 1,493,563 $ 828,500 $ 1,567,829 Amortization of intangible assets was $ 45.8 million an d $ 49.7 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, estimated future amortization expense of the Company’s finite-lived intangible assets are as follows: (in thousands) Remainder of 2024 $ 135,889 2025 175,582 2026 172,073 2027 170,382 2028 134,947 Thereafter 81,986 Total amortization expense $ 870,859 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | 4. Debt March 31, December 31, (in thousands) 2024 2023 Term Loan Facility $ 1,145,744 $ 1,149,057 Senior Secured Notes 692,000 743,000 Other notes 119 426 Total long-term debt 1,837,863 1,892,483 Less: current portion 13,275 13,274 Less: debt issuance costs 28,710 31,091 Long-term debt, net of current portion $ 1,795,878 $ 1,848,118 As of March 31, 2024 , the Company had $ 1.1 billion of debt outstanding under the Term Loan Facility and $ 692.0 million of debt outstanding under the Notes (both as defined in the Annual Report on Form 10-K filed March 1, 2024 for the year ended D ecember 31, 2023 (the “2023 Annual Report”) with maturity dates of October 28, 2027 and November 15, 2028 , respectively. The Term Loan Facility bears interest at a floating rate of Term SOFR plus an applicable margin of 4.50 % per annum, subject to an additional spread adjustment on SOFR ranging from 0.11 % to 0.26 %. 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 March 31, 2024 . 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 during the three months ended March 31, 2024 and 2023. 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 of $ 51.0 million principal amount of its Senior Secured Notes during the three months ended March 31, 2024. The Company recognized a gain on the repurchase of the Senior Secured Notes of $ 2.7 million for the three months ended March 31, 2024, as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company voluntarily repurchased an aggregate of $ 1.7 million principal amount from the Term Loan Facility during the three months ended March 31, 2023. The Company recognized a gain on the repurchase from the Term Loan Facility of $ 0.3 million for the three months ended March 31, 2023, as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Loss. As of March 31, 2024, the Company had no borrowings under the Revolving Credit Facility (as defined in the 2023 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. In April 2024, the Company's Term Loan Facility was further amended to (I) reduce the applicable interest rate margin on the term loan by 0.25 % (a) from 4.50 % to 4.25 % for SOFR loans or (b) from 3.50 % to 3.25 % for base rate loans; and (II) reset the period for six months in which a 1.00 % prepayment premium shall apply to any prepayment of the term loans in connection with certain events. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 5. Fair Value of Financial Instruments The Company measures fair value based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. The following table sets forth the Company’s financial assets and liabilities measured on a recurring basis at fair value, categorized by input level within the fair value hierarchy. March 31, 2024 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Derivative financial instruments $ 22,540 $ — $ 22,540 $ — Total assets measured at fair value $ 22,540 $ — $ 22,540 $ — Liabilities measured at fair value Warrant liability $ 953 $ — $ 953 $ — Contingent consideration liabilities 12,502 — — 12,502 Total liabilities measured at fair value $ 13,455 $ — $ 953 $ 12,502 December 31, 2023 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Derivative financial instruments $ 26,344 $ — $ 26,344 $ — Total assets measured at fair value $ 26,344 $ — $ 26,344 $ — Liabilities measured at fair value Warrant liability $ 667 $ — $ 667 $ — Contingent consideration liabilities 18,472 — — 18,472 Total liabilities measured at fair value $ 19,139 $ — $ 667 $ 18,472 Interest Rate Cap Agreements The Company had interest rate cap and collar contracts with an aggregate notional value of principal of $ 950.0 million as of March 31, 2024 and December 31, 2023 from various financial institutions to manage the Company’s exposure to interest rate movements on variable rate credit facilities. The interest rate cap and collar contracts will mature on December 16, 2024 and April 5, 2026, respectively. The fair value of the Company’s outstanding interest rate caps and collars of $ 22.5 million and $ 26.3 million, respectively, were included in “Prepaid expenses and other current assets” in the Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023, respectively, with changes in fair value recognized as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Loss. During the three months ended March 31, 2024 and 2023, the Company recorded a gain o f $ 4.2 million and a gain of $ 1.9 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 consideration 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. As of March 31, 2024 , the maximum potential payment outcomes were $ 44.2 million . The following table summarizes the changes in the carrying value of estimated contingent consideration liabilities: March 31, (in thousands) 2024 2023 Beginning of the period $ 18,472 $ 20,334 Changes in fair value 689 4,292 Payments ( 6,659 ) ( 1,572 ) End of the period $ 12,502 $ 23,054 Long-term Debt The following tables set forth the carrying values and fair values of the Company’s financial liabilities measured on a recurring basis, categorized by input level within the fair value hierarchy: (in thousands) Carrying Value Fair Value Balance at March 31, 2024 Term Loan Facility $ 1,145,744 $ 1,229,317 Senior Secured Notes 692,000 681,628 Other notes 119 119 Total long-term debt $ 1,837,863 $ 1,911,064 (in thousands) Carrying Value Fair Value Balance at December 31, 2023 Term Loan Facility $ 1,149,057 $ 1,221,012 Senior Secured Notes 743,000 745,223 Other notes 426 100 Total long-term debt $ 1,892,483 $ 1,966,335 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
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 $ 1.3 million and $ 0.8 million of revenues from such client during the three months ended March 31, 2024 and 2023, respectively. Accounts receivable from this client were $ 0.6 million and $ 0.6 million as of March 31, 2024 and December 31, 2023, respectively. Beginning July 2023, a member of the board of directors of the Company has served as an officer of a client of the Company. The Company recognized $ 1.6 million of revenues from such client during the three months ended March 31, 2024. Accounts receivable from this client were $ 0.3 million and $ 0.5 million as of March 31, 2024 and December 31, 2023, respectively. Investments in Unconsolidated Affiliates During the three months ended March 31, 2024 and 2023 , the Company recognized revenues of $ 6.5 million and $ 3.7 million, respectively, from its investment in unconsolidated affiliates. Accounts receivable from investment in unconsolidated affiliates were $ 3.1 million and $ 3.7 million as of March 31, 2024 and December 31, 2023 , respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes The Company’s effective tax rates were 21.8 % and 15.0 % for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate is based upon the estimated income or loss before taxes for the year, by jurisdiction, and adjusted for estimated permanent tax adjustments. The fluctuation in the Company’s effective tax rate was primarily due to a difference in projected book income/loss used in the annual effective tax rate, the application of the windfall of $ 0.7 million of stock based compensation for the three months ended March 31, 2024, as compared to a $ 2.3 million shortfall for the three months ended March 31, 2023, and the release of the valuation allowance of $ 1.1 million related to one of the Company’s investments for the three months ended March 31, 2024. The income tax expense from discontinued operations was $ 12.1 million for the three months ended March 31, 2024, while the income tax benefit from discontinued operations was $ 1.7 million for the three months ended March 31, 2023. The income tax expense for the three months ended March 31, 2024 was impacted primarily by the sale of the company’s foodservice businesses. The income tax benefit for the three months ended March 31, 2023 was primarily the result of pre-tax loss. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segments | 8. Segments Effective January 1, 2024, the Company revised its reportable segments to align with the Company’s business strategy, and the manner in which the Chief Executive Officer, the Company's chief operating decision maker, assesses the performance and makes decisions regarding the allocation of resources for the Company. The Company’s revised reportable segments consist of Branded Services, Experiential Services, and Retailer Services. The reportable 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 in deciding how to allocate resources and in assessing performance. Through the Company's Branded Services segment, the Company offers capabilities in brokerage, branded merchandising and omni-commerce marketing services to consumer goods manufacturers. Through the Company's Experiential Services segment, the Company expands the reach of consumer brands and retailer products to convert shoppers into buyers through sampling and product demonstration programs executed in-store and online. Through the Company's Retailer Services segment, the Company provides retailers with end-to-end advisory, retailer merchandising, and agency expertise to drive sales. 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. D iscontinued operations are not included in the applicable reportable segments. Refer to Note 2— Held for Sale, Divestitures and Discontinued Operations. (in thousands) Branded Services Retailer Services Experiential Services Total Three Months Ended March 31, 2024 Revenues $ 344,529 $ 227,123 $ 307,351 $ 879,003 Depreciation and amortization $ 33,763 $ 7,858 $ 9,919 $ 51,540 Income from unconsolidated investments $ 689 $ — $ — $ 689 Operating loss from continuing operations $ ( 16,776 ) $ ( 4,959 ) $ ( 5,027 ) $ ( 26,762 ) Three Months Ended March 31, 2023 Revenues $ 444,862 $ 242,353 $ 257,167 $ 944,382 Depreciation and amortization $ 37,492 $ 7,939 $ 9,063 $ 54,494 Operating income (loss) from continuing operations $ 6,176 $ 5,246 $ ( 4,678 ) $ 6,744 Three Months Ended March 31, (amounts in thousands) 2024 2023 Branded Services $ 19,171 $ 62,740 Experiential Services 5,984 3,007 Retailer Services 1,888 1,854 Total revenues from discontinued operations $ 27,043 $ 67,601 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | . 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 actively pursuing the collection of this award in state court in Florida. 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 being offered by the Company as refunds to Take 5 clients. The Company is currently unable to determine the amount of any potential liability, costs or expenses (above the amounts already being offered as refunds) that may result from any lawsuits or investigations associated with the Take 5 Matter or determine whether any such issues will have any future material adverse effect on the Company’s financial position, liquidity, or results of operations. Although the Company has insurance covering certain liabilities, the Company cannot assure that the insurance will be sufficient to cover any potential liability or expenses associated with the Take 5 Matter. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation The Company has issued nonqualified stock options, restricted stock units (“RSUs”), and performance restricted stock units (“PSUs”) 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 based on the fair value at the grant date. 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 March 31, (in thousands) 2024 2023 Restricted stock-based unit awards $ 3,136 $ 6,938 Other share-based awards 4,084 2,154 Total stock-based compensation before tax 7,220 9,092 Tax benefit ( 929 ) ( 2,001 ) Total stock-based compensation expense included in net income $ 8,149 $ 11,093 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 three months ended March 31, 2024, the Compensation Committee determined that the achievement of the performance objectives applicable to the 2023 PSU EBITDA and 2023 PSU Revenues objectives were 150 % of Target Goals. The value of these PSU awards above the Target Goals remain subject to additional performance requirements (i.e., the above target performance must be maintained in 2024 and 2025, respectively) and service-based vesting conditions. The performance period for those PSU awards up to the Target Goals ended on December 31, 2023, 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. The measurement period is based on the twelve months of the respective fiscal year. Measurement Period Number of Number of Number of Weighted Maximum Remaining Unrecognized Compensation Expense Weighted-average remaining requisite service periods (in thousands, except share and per share data) 2023 2,326,288 4,652,576 6,978,888 $ 2.08 $ 9,846,207 2.1 years 2022 136,532 273,064 273,064 $ 4.94 $ 408,050 1.1 years 2021 9,851 19,702 26,738 $ 10.14 $ 14,723 0.5 years The following table summarizes the PSU activity for the three months ended March 31, 2024: Performance Share Units Weighted Average Grant Outstanding at January 1, 2024 7,339,129 $ 2.60 Granted — $ — Distributed ( 1,710,061 ) $ 3.66 Forfeited ( 676,690 ) $ 2.28 PSU performance adjustment 2,326,312 $ 2.08 Outstanding at March 31, 2024 7,278,690 $ 2.22 Restricted Stock Units RSUs are subject to the recipient’s continued service to the Company. RSUs are generally scheduled to vest over three years and are subject to the provisions of the agreement under the Plan. During the three months ended March 31, 2024, the following activities involving RSUs occurred under the Plan: Number of RSUs Weighted Average Grant Outstanding at January 1, 2024 18,238,623 $ 2.92 Granted 32,358 $ 3.84 Distributed ( 4,763,404 ) $ 3.64 Forfeited ( 1,500,143 ) $ 2.77 Outstanding at March 31, 2024 12,007,434 $ 2.65 As of March 31, 2024 , the total remaining unrecognized compensation cost related to RSUs amounted to $ 23.0 million, net of forfeitures, which is expected to be amortized over the weighted-average remaining requisite service periods of 1.9 years. Stock Options During the three months ended March 31, 2024, the following activities involving stock options occurred under the Plan: Stock Options Weighted Average Exercise Price Outstanding at January 1, 2024 17,375,000 $ 6.00 Granted — $ — Forfeited — $ — Cancelled/Expired — $ — Outstanding at March 31, 2024 17,375,000 $ 6.00 As of March 31, 2024 , the Company had approximately $ 5.1 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 2.7 years. The weighted average remaining contractual term of all options outstanding as of March 31, 2024 was 8.7 years. The intrinsic value of all outstanding options as of March 31, 2024 was $ 10.6 million based on the market price of the Company's common stock of $ 4.33 per share. There were no options exercised during the three months ended March 31, 2024 and 2023 . |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. Earnings Per Share The Company calculates earnings per share using a dual presentation of basic and diluted earnings per share. Basic earnings per share is calculated by dividing net income attributable to stockholders of the Company by the weighted-average shares of common stock outstanding without the consideration for potential dilutive shares of common stock. Diluted earnings per share represents basic earnings per share adjusted to include the potentially dilutive effect of performance stock units, restricted stock units, public and private placement warrants, the employee stock purchase plan and stock options. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding and the potential dilutive shares of common stock for the period determined using the treasury stock method. During periods of net loss, diluted loss per share is equal to basic loss per share because the antidilutive effect of potential common shares is disregarded. The following is a reconciliation of basic and diluted net earnings per common share: Three Months Ended March 31, (in thousands, except share and earnings per share data) 2024 2023 Basic earnings per share computation: Numerator: Net loss from continuing operations $ ( 49,107 ) $ ( 34,370 ) Net income (loss) from discontinued operations, net of tax $ 45,992 $ ( 13,308 ) Less: net income (loss) from discontinued operations attributable to noncontrolling interest 2,192 ( 91 ) Net income (loss) from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ 43,800 $ ( 13,217 ) Denominator: Weighted average common shares - basic 321,458,155 321,135,117 Basic net loss per common share from continuing operations $ ( 0.15 ) $ ( 0.11 ) Basic net income (loss) per common share from discontinued operations $ 0.14 $ ( 0.04 ) Basic net loss per common share attributable to stockholders of Advantage Solutions Inc. $ ( 0.02 ) $ ( 0.15 ) Basic earnings (loss) per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ 0.14 $ ( 0.04 ) Diluted earnings per share computation: Numerator: Net loss from continuing operations $ ( 49,107 ) $ ( 34,370 ) Net income (loss) from discontinued operations, net of tax $ 45,992 $ ( 13,308 ) Less: net income (loss) from discontinued operations attributable to noncontrolling interest 2,192 ( 91 ) Net income (loss) from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ 43,800 $ ( 13,217 ) Denominator: Weighted average common shares outstanding 321,458,155 321,135,117 Performance stock units — — Restricted stock units — — Employee stock purchase plan and stock options — — Weighted average common shares - diluted 321,458,155 321,135,117 Diluted net loss per common share from continuing operations $ ( 0.15 ) $ ( 0.11 ) Diluted net income (loss) per common share from discontinued operations $ 0.14 $ ( 0.04 ) Diluted net loss per common share attributable to stockholders of Advantage Solutions Inc. $ ( 0.02 ) $ ( 0.15 ) Diluted earnings (loss) per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ 0.14 $ ( 0.04 ) The Company had 18,578,321 warrants to purchase Class A common stock at $ 11.50 per share outstanding at March 31, 2024 and 2023, which have been excluded in the calculation of diluted earnings per common share, as the weighted average market price of the common stock during the three months ended March 31, 2024 and 2023 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 20.2 million weighted-average shares were outstanding for the three months ended March 31, 2024 , but were not included in the computation of diluted (loss) earnings per common share because the net loss position of the Company made them antidilutive. Stock-based awards of 2.2 million weighted-average shares were outstanding for the three months ended March 31, 2023 , but were not included in the computation of diluted loss per common share because the net loss position of the Company made them antidilutive. In addition, PSUs related to 4.8 million shares assuming achievement of the Target Goals were outstanding for the three months ended March 31, 2023, but were not included in the computation of diluted loss per common share attributable, as the performance targets were not yet met during the three months ended March 31, 2023 . |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events In April 2024, the Company granted 5.3 million RSUs, 1.1 million PSUs and 3.0 million of stock options, with an estimated aggregate grant date fair value of $ 23.2 million, $ 4.6 million and $ 5.5 million, respectively. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023 was derived from the audited Consolidated Balance Sheet at that date and does not include all the disclosures required by GAAP. In the opinion of management, all adjustments which are of a normal recurring nature and necessary for a fair statement of the results as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 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, 2023 and the related footnotes thereto. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. As of March 31, 2024, the Company determined that certain businesses that have been disposed of and businesses classified as held for sale as of March 31, 2024 met the criteria for discontinued operations presentation. For all periods presented, the operating results associated with the businesses disposed of and classified as held for sale have been reclassified into net income (loss) from discontinued operations, net of income taxes and net income (loss) from discontinued operations attributable to non-controlling interest in the Consolidated Statements of Operations. The assets and liabilities associated with these businesses have been reflected as current and long-term assets and liabilities of discontinued operations in the Consolidated Balance Sheets, and the Cash flows from the Company’s discontinued operations are presented in the Consolidated Statements of Cash Flows for all periods presented Refer to Note 2— Held for Sale, Divestitures and Discontinued Operations for additional information on the Company’s assets and liabilities classified as held for sale and the Company's discontinued operations. Certain prior period balances related to the Company's reportable segments and discontinued operations have been reclassified to conform to the current presentation in the financial statements and accompanying notes. The notes to the condensed consolidated financial statements are presented on a continuing operations basis unless otherwise noted. Refer to Note 8— Segments for additional information on the Company’s reportable segments. Refer to Note 2— Held for Sale, Divestitures and Discontinued Operations for additional information on the Company’s discontinued operations. |
Reportable Segments | Reportable Segments Effective January 1, 2024, Advantage Solutions Inc. revised its reportable segments to align with the Company's business strategy, and the manner in which the Chief Executive Officer, the Company's chief operating decision maker, assesses performance and makes decisions regarding the allocation of resources for the Company. The Company’s revised operating and reportable segments consist of Branded Services, Experiential Services, and Retailer Services. This change had no impact on the Company’s Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations and Comprehensive Loss, and Condensed Consolidated Statements of Stockholders' Equity. Prior period segment results have been reclassified to reflect the Company’s new reportable segments on a continuing operations basis. Refer to Note 8— Segments for additional information on the Company’s reportable segments. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net identifiable tangible and intangible assets acquired in an acquisition. The Company tests for impairment of goodwill at the reporting unit level. The Company generally combines components that have similar economic characteristics, nature of services, types of clients, distribution methods and regulatory environment. In connection with the Company’s reorganization and the associated change in operating segments, the Company reassessed its reporting units and concluded that it has five reporting units (Branded Services, Branded Agencies, Experiential Services, Merchandising and Retailer Agencies). As a result, the Company performed the required impairment assessments directly before and immediately after the change in reporting units as of January 1, 2024. The assets and liabilities were reassigned to the applicable reporting units and allocated goodwill using the relative fair value approach. The estimated fair value of the underlying reporting units was determined based on a combination of the income and market approaches. The income approach utilizes estimates of discounted cash flows for the underlying business, which requires assumptions for growth rates, EBITDA margins, terminal growth rate, discount rate, and incremental net working capital, all of which require significant management judgment. The market approach applies market multiples derived from historical earnings data of selected guideline publicly traded companies that are first screened by industry group and then further narrowed on the reporting units' business descriptions, markets served, competitors, EBITDA margins and revenue size. The Company compared a weighted average of the output from the income and market approaches to compute the fair value of the reporting units. The assumptions in the income and market approach are based on significant inputs not observable in the market and thus represent Level three measurements within the fair value hierarchy. In conjunction with the tests performed as of January 1, 2024, each of the fair values for the reporting units tested was in excess of its carrying amount. The fair values of the Branded Agencies and Experiential Services reporting units exceeded their respective carrying values by less than 20 %. As of March 31, 2024, there were no indicators of goodwill impairment. |
Indefinite Lived Intangible Assets | Indefinite Lived Intangible Assets Intangible assets with indefinite useful lives are not amortized but tested annually, at the beginning of the fourth quarter, for impairment or more often if events occur or circumstances change that would create a triggering event. Prior to the segment change, the Company went to market with the Advantage Trade Name being specifically used and assessed for impairment in the Sales and Marketing businesses. As a result of the change in the Company's reportable segments effective as of January 1, 2024, the Company determined, based on the change in the planned use of the Advantage Trade Name intangible asset, that the Advantage Trade Name should be considered an entity-wide asset for reporting and impairment testing purposes. As of January 1, 2024, the Company concluded there was a triggering event for an interim impairment assessment due to the change in unit of account of the indefinite-lived intangibles. Based on the interim impairment assessment, the estimated fair values exceeded their carrying values, thus no impairment was recorded. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when control of promised goods or services is 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 Branded Services segment are primarily recognized in the form of commissions, fee-for-service and cost-plus fees for providing headquarter relationship management, execution of merchandising strategies and omni-commerce marketing services. Revenues within the Branded Services segment are further disaggregated between brokerage services, branded merchandising services, omni-commerce marketing services, and revenues related to the Company's international joint venture (prior to the deconsolidation during fiscal year 2023). Brokerage services revenues are primarily outsourced sales and services for branded consumer goods manufacturers at retailer headquarters, in-store and online. Branded merchandising services relate to merchandising in-store and online for branded consumer goods manufacturers. Omni-commerce marketing services primarily relate to digital and field marketing services. Experiential Services segment revenues are primarily recognized in the form of fee-for-service and cost-plus fees for providing in-store, digital sampling and demonstrations, where the Company manages highly customized, large-scale sampling programs for leading brands and retailers. Retailer Services segment revenues are primarily recognized in the form of commissions, fee-for-service and cost-plus fees for providing consulting services related to private brand development, the execution of merchandising strategies and marketing strategies within retailer locations, including retail media networks and analyzing shopper behavior. Revenues within the Retailer Services segment are further disaggregated between advisory services, retailer merchandising services and agency services to retailers. Advisory services primarily consist of consulting services related to private brand development. Retailer merchandising services primarily relate to the execution of merchandising strategies. Agency services primarily consist of providing marketing strategies within retail locations. Disaggregated revenues were as follows: Three Months Ended March 31, (in thousands) 2024 2023 Branded Services Omni-commerce marketing services $ 112,360 $ 112,927 Brokerage services 127,022 131,665 Branded merchandising services 105,147 106,863 International joint venture — 93,407 Total Branded Services revenue 344,529 444,862 Experiential Services Experiential services 307,351 257,167 Total Experiential Services revenue 307,351 257,167 Retailer Services Agency services 16,824 14,232 Advisory services 38,712 39,067 Retailer merchandising services 171,587 189,054 Total Retailer Services revenue 227,123 242,353 Total revenues $ 879,003 $ 944,382 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 the three months ended March 31, 2024 included in Deferred revenues as of December 31, 2023 were $ 13.3 million. Revenues recognized during the three months ended March 31, 2023 included in Deferred revenues as of December 31, 2022 were $ 12.8 million. Accounting Standards Recently Issued but Not Yet Adopted by the Company In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires entities to expand their existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid. The standard is effective for the Company beginning in fiscal year 2025, with early adoption permitted. The new standard is expected to be applied prospectively, but retrospective application is permitted. The Company is currently evaluating the impact of ASU 2023-09 on the consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires entities to disclose incremental segment information on an annual and interim basis, including significant segment expenses and measures of profit or loss that are regularly provided to the chief operating decision maker (“CODM”). The standard is effective for the Company beginning in fiscal year 2024 and interim periods within fiscal year 2025, with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-07 on the consolidated financial statements and related disclosures and expects to adopt the new standard using a retrospective approach. In March 2024, the Securities Exchange Commission (“SEC”) adopted final climate-related disclosure rules under SEC Release Nos. 33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors . The rules require disclosure of governance, risk management and strategy related to material climate-related risks as well as disclosure of material greenhouse gas emissions in registration statements and annual reports. In addition, the rules require presentation of certain material climate-related disclosures in the annual consolidated financial statements. On April 4, 2024, the SEC voluntarily stayed the effective date of the final rules pending completion of judicial review following legal challenges. The disclosure requirements will apply to the Company's fiscal year reporting beginning October 4, 2025, pending resolution of the stay. The Company is currently evaluating the impact of the rules on the consolidated financial statements and related disclosures. Other new accounting pronouncements recently issued or newly effective were not applicable to the Company, did not have a material impact on the condensed consolidated financial statements or are not expected to have a material impact on the condensed consolidated financial statements. |
Accounting Standards Recently Issued but Not Yet Adopted by the Company | Accounting Standards Recently Issued but Not Yet Adopted by the Company In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires entities to expand their existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid. The standard is effective for the Company beginning in fiscal year 2025, with early adoption permitted. The new standard is expected to be applied prospectively, but retrospective application is permitted. The Company is currently evaluating the impact of ASU 2023-09 on the consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires entities to disclose incremental segment information on an annual and interim basis, including significant segment expenses and measures of profit or loss that are regularly provided to the chief operating decision maker (“CODM”). The standard is effective for the Company beginning in fiscal year 2024 and interim periods within fiscal year 2025, with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-07 on the consolidated financial statements and related disclosures and expects to adopt the new standard using a retrospective approach. In March 2024, the Securities Exchange Commission (“SEC”) adopted final climate-related disclosure rules under SEC Release Nos. 33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors . The rules require disclosure of governance, risk management and strategy related to material climate-related risks as well as disclosure of material greenhouse gas emissions in registration statements and annual reports. In addition, the rules require presentation of certain material climate-related disclosures in the annual consolidated financial statements. On April 4, 2024, the SEC voluntarily stayed the effective date of the final rules pending completion of judicial review following legal challenges. The disclosure requirements will apply to the Company's fiscal year reporting beginning October 4, 2025, pending resolution of the stay. The Company is currently evaluating the impact of the rules on the consolidated financial statements and related disclosures. Other new accounting pronouncements recently issued or newly effective were not applicable to the Company, did not have a material impact on the condensed consolidated financial statements or are not expected to have a material impact on the condensed consolidated financial statements. |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Disaggregation of Revenue | Disaggregated revenues were as follows: Three Months Ended March 31, (in thousands) 2024 2023 Branded Services Omni-commerce marketing services $ 112,360 $ 112,927 Brokerage services 127,022 131,665 Branded merchandising services 105,147 106,863 International joint venture — 93,407 Total Branded Services revenue 344,529 444,862 Experiential Services Experiential services 307,351 257,167 Total Experiential Services revenue 307,351 257,167 Retailer Services Agency services 16,824 14,232 Advisory services 38,712 39,067 Retailer merchandising services 171,587 189,054 Total Retailer Services revenue 227,123 242,353 Total revenues $ 879,003 $ 944,382 |
Held for Sale, Divestitures a_2
Held for Sale, Divestitures and Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operation, Additional Disclosures [Abstract] | |
Schedule of Discontinued Operations | The following table presents the summarized balance sheets of discontinued operations. (in thousands) March 31, 2024 December 31, 2023 Carrying amounts of major classes of assets Cash and cash equivalents $ 5,307 $ 5,641 Accounts receivable, net of allowance for expected credit losses of $ 2,181 and $ 2,082 , respectively 15,652 31,146 Prepaid and other current assets 616 5,112 Property and equipment, net 5,292 5,762 Goodwill 21,900 37,100 Other intangible assets, net 11,938 25,024 Other assets 153 3,967 Total assets of discontinued operations (1) 60,858 113,752 Carrying amounts of major classes of liabilities Current portion of long-term debt $ 285 $ 306 Accounts payable 2,952 5,271 Accrued compensation and benefits 2,027 3,756 Other accrued expenses 28 3,181 Deferred revenues 587 2,306 Long-term debt, net of current portion 4,557 4,666 Other liabilities 1,717 2,662 Total liabilities of discontinued operations (1) $ 12,153 $ 22,148 Total net assets of the disposal group classified as discontinued operations $ 48,705 $ 91,604 (1) Certain assets and liabilities from discontinued operations are classified as noncurrent at December 31, 2023 as they did not previously meet the held-for-sale criteria at that date. The following table presents the summarized statements of operations of discontinued operations. Three Months Ended March 31, (in thousands) 2024 2023 Revenues $ 27,043 $ 67,601 Cost of revenues (exclusive of depreciation and amortization shown separately below) 23,190 61,185 Selling, general, and administrative expenses 1,954 2,309 Depreciation and amortization 816 2,610 (Gain) loss on divestitures ( 57,016 ) 16,497 Total operating (income) expenses ( 31,056 ) 82,601 Operating income (loss) from discontinued operations 58,099 ( 15,000 ) Other expenses: Interest expense, net 32 26 Total other expenses 32 26 Income (loss) before income taxes from discontinued operations, net of tax 58,067 ( 15,026 ) Provision for (benefit from) income taxes from discontinued operations 12,075 ( 1,718 ) Net income (loss) from discontinued operations 45,992 ( 13,308 ) Less: net income (loss) from discontinued operations attributable to noncontrolling interest 2,192 ( 91 ) Net income (loss) from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ 43,800 $ ( 13,217 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary Of Goodwill | The following tables set forth information for goodwill by reportable segment: (in thousands) Branded Services Retailer Services Experiential Services Total Balance at December 31, 2023 $ 376,109 $ 217,955 $ 239,427 $ 833,491 Balance at March 31, 2024 $ 376,109 $ 217,955 $ 239,427 $ 833,491 |
Summary Of Intangible Assets | The following tables set forth information for intangible assets: March 31, 2024 (amounts in thousands) Weighted Average Useful Life Gross Carrying Accumulated Accumulated Net Carrying Finite-lived intangible assets: Client relationships 14 years $ 2,313,682 $ 1,477,634 $ — $ 836,048 Trade names 10 years 88,600 55,708 — 32,892 Developed technology 7 years 3,100 1,181 — 1,919 Total finite-lived intangible assets 2,405,382 1,534,523 — 870,859 Indefinite-lived intangible assets: Trade name 1,480,000 — 828,500 651,500 Total other intangible assets $ 3,885,382 $ 1,534,523 $ 828,500 $ 1,522,359 December 31, 2023 (amounts in thousands) Weighted Average Useful Life Gross Carrying Accumulated Accumulated Net Carrying Finite-lived intangible assets: Client relationships 14 years $ 2,313,792 $ 1,434,600 $ — $ 879,192 Trade names 10 years 88,600 53,493 — 35,107 Developed technology 7 years 7,500 5,470 — 2,030 Total finite-lived intangible assets 2,409,892 1,493,563 — 916,329 Indefinite-lived intangible assets: Trade name 1,480,000 — 828,500 651,500 Total other intangible assets $ 3,889,892 $ 1,493,563 $ 828,500 $ 1,567,829 |
Summary Of Estimated Future Amortization Expenses Of Finite Lived Intangible Assets | As of March 31, 2024, estimated future amortization expense of the Company’s finite-lived intangible assets are as follows: (in thousands) Remainder of 2024 $ 135,889 2025 175,582 2026 172,073 2027 170,382 2028 134,947 Thereafter 81,986 Total amortization expense $ 870,859 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Long term Debt, Net of Current Portion | March 31, December 31, (in thousands) 2024 2023 Term Loan Facility $ 1,145,744 $ 1,149,057 Senior Secured Notes 692,000 743,000 Other notes 119 426 Total long-term debt 1,837,863 1,892,483 Less: current portion 13,275 13,274 Less: debt issuance costs 28,710 31,091 Long-term debt, net of current portion $ 1,795,878 $ 1,848,118 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Summarizes the Changes in the Carrying Value of Estimated Contingent Consideration Liabilities | The following table summarizes the changes in the carrying value of estimated contingent consideration liabilities: March 31, (in thousands) 2024 2023 Beginning of the period $ 18,472 $ 20,334 Changes in fair value 689 4,292 Payments ( 6,659 ) ( 1,572 ) End of the period $ 12,502 $ 23,054 |
Summary of Financial Liabilities Measured on Recurring Basis | The following tables set forth the carrying values and fair values of the Company’s financial liabilities measured on a recurring basis, categorized by input level within the fair value hierarchy: (in thousands) Carrying Value Fair Value Balance at March 31, 2024 Term Loan Facility $ 1,145,744 $ 1,229,317 Senior Secured Notes 692,000 681,628 Other notes 119 119 Total long-term debt $ 1,837,863 $ 1,911,064 (in thousands) Carrying Value Fair Value Balance at December 31, 2023 Term Loan Facility $ 1,149,057 $ 1,221,012 Senior Secured Notes 743,000 745,223 Other notes 426 100 Total long-term debt $ 1,892,483 $ 1,966,335 |
Fair Value, Recurring [Member] | |
Summary of Financial Assets and Liabilities Measured on Recurring Basis | The following table sets forth the Company’s financial assets and liabilities measured on a recurring basis at fair value, categorized by input level within the fair value hierarchy. March 31, 2024 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Derivative financial instruments $ 22,540 $ — $ 22,540 $ — Total assets measured at fair value $ 22,540 $ — $ 22,540 $ — Liabilities measured at fair value Warrant liability $ 953 $ — $ 953 $ — Contingent consideration liabilities 12,502 — — 12,502 Total liabilities measured at fair value $ 13,455 $ — $ 953 $ 12,502 December 31, 2023 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Derivative financial instruments $ 26,344 $ — $ 26,344 $ — Total assets measured at fair value $ 26,344 $ — $ 26,344 $ — Liabilities measured at fair value Warrant liability $ 667 $ — $ 667 $ — Contingent consideration liabilities 18,472 — — 18,472 Total liabilities measured at fair value $ 19,139 $ — $ 667 $ 18,472 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Summary Of Revenue And Operating Income | iscontinued operations are not included in the applicable reportable segments. Refer to Note 2— Held for Sale, Divestitures and Discontinued Operations. (in thousands) Branded Services Retailer Services Experiential Services Total Three Months Ended March 31, 2024 Revenues $ 344,529 $ 227,123 $ 307,351 $ 879,003 Depreciation and amortization $ 33,763 $ 7,858 $ 9,919 $ 51,540 Income from unconsolidated investments $ 689 $ — $ — $ 689 Operating loss from continuing operations $ ( 16,776 ) $ ( 4,959 ) $ ( 5,027 ) $ ( 26,762 ) Three Months Ended March 31, 2023 Revenues $ 444,862 $ 242,353 $ 257,167 $ 944,382 Depreciation and amortization $ 37,492 $ 7,939 $ 9,063 $ 54,494 Operating income (loss) from continuing operations $ 6,176 $ 5,246 $ ( 4,678 ) $ 6,744 Three Months Ended March 31, (amounts in thousands) 2024 2023 Branded Services $ 19,171 $ 62,740 Experiential Services 5,984 3,007 Retailer Services 1,888 1,854 Total revenues from discontinued operations $ 27,043 $ 67,601 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, (in thousands) 2024 2023 Restricted stock-based unit awards $ 3,136 $ 6,938 Other share-based awards 4,084 2,154 Total stock-based compensation before tax 7,220 9,092 Tax benefit ( 929 ) ( 2,001 ) Total stock-based compensation expense included in net income $ 8,149 $ 11,093 |
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. The measurement period is based on the twelve months of the respective fiscal year. Measurement Period Number of Number of Number of Weighted Maximum Remaining Unrecognized Compensation Expense Weighted-average remaining requisite service periods (in thousands, except share and per share data) 2023 2,326,288 4,652,576 6,978,888 $ 2.08 $ 9,846,207 2.1 years 2022 136,532 273,064 273,064 $ 4.94 $ 408,050 1.1 years 2021 9,851 19,702 26,738 $ 10.14 $ 14,723 0.5 years |
PSU[Member] | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of stock option plan activity | The following table summarizes the PSU activity for the three months ended March 31, 2024: Performance Share Units Weighted Average Grant Outstanding at January 1, 2024 7,339,129 $ 2.60 Granted — $ — Distributed ( 1,710,061 ) $ 3.66 Forfeited ( 676,690 ) $ 2.28 PSU performance adjustment 2,326,312 $ 2.08 Outstanding at March 31, 2024 7,278,690 $ 2.22 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of stock option plan activity | During the three months ended March 31, 2024, the following activities involving RSUs occurred under the Plan: Number of RSUs Weighted Average Grant Outstanding at January 1, 2024 18,238,623 $ 2.92 Granted 32,358 $ 3.84 Distributed ( 4,763,404 ) $ 3.64 Forfeited ( 1,500,143 ) $ 2.77 Outstanding at March 31, 2024 12,007,434 $ 2.65 |
Employee Stock Option | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of stock option plan activity | During the three months ended March 31, 2024, the following activities involving stock options occurred under the Plan: Stock Options Weighted Average Exercise Price Outstanding at January 1, 2024 17,375,000 $ 6.00 Granted — $ — Forfeited — $ — Cancelled/Expired — $ — Outstanding at March 31, 2024 17,375,000 $ 6.00 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Summary of Reconciliation of Basic and Diluted Net Earnings Per Common Share | The following is a reconciliation of basic and diluted net earnings per common share: Three Months Ended March 31, (in thousands, except share and earnings per share data) 2024 2023 Basic earnings per share computation: Numerator: Net loss from continuing operations $ ( 49,107 ) $ ( 34,370 ) Net income (loss) from discontinued operations, net of tax $ 45,992 $ ( 13,308 ) Less: net income (loss) from discontinued operations attributable to noncontrolling interest 2,192 ( 91 ) Net income (loss) from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ 43,800 $ ( 13,217 ) Denominator: Weighted average common shares - basic 321,458,155 321,135,117 Basic net loss per common share from continuing operations $ ( 0.15 ) $ ( 0.11 ) Basic net income (loss) per common share from discontinued operations $ 0.14 $ ( 0.04 ) Basic net loss per common share attributable to stockholders of Advantage Solutions Inc. $ ( 0.02 ) $ ( 0.15 ) Basic earnings (loss) per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ 0.14 $ ( 0.04 ) Diluted earnings per share computation: Numerator: Net loss from continuing operations $ ( 49,107 ) $ ( 34,370 ) Net income (loss) from discontinued operations, net of tax $ 45,992 $ ( 13,308 ) Less: net income (loss) from discontinued operations attributable to noncontrolling interest 2,192 ( 91 ) Net income (loss) from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ 43,800 $ ( 13,217 ) Denominator: Weighted average common shares outstanding 321,458,155 321,135,117 Performance stock units — — Restricted stock units — — Employee stock purchase plan and stock options — — Weighted average common shares - diluted 321,458,155 321,135,117 Diluted net loss per common share from continuing operations $ ( 0.15 ) $ ( 0.11 ) Diluted net income (loss) per common share from discontinued operations $ 0.14 $ ( 0.04 ) Diluted net loss per common share attributable to stockholders of Advantage Solutions Inc. $ ( 0.02 ) $ ( 0.15 ) Diluted earnings (loss) per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ 0.14 $ ( 0.04 ) |
Organization and Significant _4
Organization and Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Jan. 01, 2024 | |
Collaborative Arrangement and Arrangement Other than Collaborative | |||
Contract with customers liability revenue recognised | $ 13.3 | $ 12.8 | |
Warrant [Member] | ADV [Member] | ADVWW [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative | |||
Class of warrant or right exercise price of warrants or rights | $ 11.5 | ||
Branded Agencies and Experiential Services Reporting Unit [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative | |||
Carrying value in excess of the fair value in percentage terms goodwill | 20% |
Organization and Significant _5
Organization and Significant Accounting Policies - Disaggregation Of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 879,003 | $ 944,382 |
Branded Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 344,529 | 444,862 |
Branded Services [Member] | Omni Commerce Marketing Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 112,360 | 112,927 |
Branded Services [Member] | Brokerage Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 127,022 | 131,665 |
Branded Services [Member] | Branded Merchandising Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 105,147 | 106,863 |
Branded Services [Member] | International Joint Venture [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 93,407 | |
Experiential Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 307,351 | 257,167 |
Retailer Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 227,123 | 242,353 |
Retailer Services [Member] | Agency Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 16,824 | 14,232 |
Retailer Services [Member] | Advisory Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 38,712 | 39,067 |
Retailer Services [Member] | Retailer Merchandising Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 171,587 | $ 189,054 |
Held for Sale, Divestitures a_3
Held for Sale, Divestitures and Discontinued Operations - Additional information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2024 | May 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from sale | $ 42,500 | |||
Net income (loss) from discontinued operations, net of tax | $ 45,992 | $ (13,308) | ||
2024 foodservice businesses held for sale [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss on the sale | 56,600 | |||
Proceeds from sale | $ 91,000 | |||
Percentage of ownership stake sold | 7.50% | |||
Net income (loss) from discontinued operations, net of tax | $ 45,992 | $ (13,308) | ||
Fair value at acquisition | $ 8,400 | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] | Net income (loss) from discontinued operations, net of tax | |||
Loss on the sale | $ (4,800) | |||
Loss on remeasurement to fair value | $ 11,700 |
Held for Sale, Divestitures a_4
Held for Sale, Divestitures and Discontinued Operations - Summary of Balance Sheets of Discontinued Operations (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Carrying amounts of major classes of liabilities | ||
Other liabilities | $ 0 | $ 6,780 |
Two Thousand And Twenty Four Foodservice Businesses Held For Sale [Member] | ||
Carrying amounts of major classes of assets | ||
Cash and cash equivalents | 5,307 | 5,641 |
Accounts receivable | 15,652 | 31,146 |
Prepaid and other current assets | 616 | 5,112 |
Property and equipment, net | 5,292 | 5,762 |
Goodwill | 21,900 | 37,100 |
Other intangible assets, net | 11,938 | 25,024 |
Other assets | 153 | 3,967 |
Total assets of discontinued operations | 60,858 | 113,752 |
Carrying amounts of major classes of liabilities | ||
Current portion of long-term debt | 285 | 306 |
Accounts payable | 2,952 | 5,271 |
Accrued compensation and benefits | 2,027 | 3,756 |
Other accrued expenses | 28 | 3,181 |
Deferred revenues | 587 | 2,306 |
Long-term debt, net of current portion | 4,557 | 4,666 |
Other liabilities | 1,717 | 2,662 |
Total liabilities of discontinued operations | 12,153 | 22,148 |
Total net assets of the disposal group classified as discontinued operations | $ 48,705 | $ 91,604 |
Held for Sale, Divestitures a_5
Held for Sale, Divestitures and Discontinued Operations - Summary of Balance Sheets of Discontinued Operations (Parenthetical) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable, net of allowances | $ 16,795 | $ 32,725 |
2024 foodservice businesses held for sale [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable, net of allowances | $ 2,181 | $ 2,082 |
Held for Sale, Divestitures a_6
Held for Sale, Divestitures and Discontinued Operations - Summary of Statements of Operations of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenues | $ 27,043 | $ 67,601 |
Net income (loss) from discontinued operations | 45,992 | (13,308) |
Less: net income (loss) from discontinued operations attributable to noncontrolling interest | 2,192 | (91) |
Net income (loss) from discontinued operations attributable to stockholders of Advantage Solutions Inc. | 43,800 | (13,217) |
2024 foodservice businesses held for sale [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenues | 27,043 | 67,601 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 23,190 | 61,185 |
Selling, general, and administrative expenses | 1,954 | 2,309 |
Depreciation and amortization | 816 | 2,610 |
(Gain) loss on divestitures | (57,016) | 16,497 |
Total operating expenses | (31,056) | 82,601 |
Operating income (loss) from discontinued operations | 58,099 | (15,000) |
Interest expense, net | 32 | 26 |
Total other (income) expenses | 32 | 26 |
Income (loss) before income taxes from discontinued operations, net of tax | 58,067 | (15,026) |
Provision for (benefit from) income taxes from discontinued operations | 12,075 | (1,718) |
Net income (loss) from discontinued operations | 45,992 | (13,308) |
Less: net income (loss) from discontinued operations attributable to noncontrolling interest | 2,192 | (91) |
Net income (loss) from discontinued operations attributable to stockholders of Advantage Solutions Inc. | $ 43,800 | $ (13,217) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Goodwill [Line Items] | |||
Accumulated impairment losses | $ 2,000 | $ 2,000 | |
Amortization expense | $ 45.8 | $ 49.7 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of goodwill (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Goodwill [Line Items] | |
Opening balance | $ 833,491 |
Closing balance | 833,491 |
Branded Services [Member] | |
Goodwill [Line Items] | |
Opening balance | 376,109 |
Closing balance | 376,109 |
Retailer Services [Member] | |
Goodwill [Line Items] | |
Closing balance | 217,955 |
Experiential Services [Member] | |
Goodwill [Line Items] | |
Opening balance | 239,427 |
Closing balance | $ 239,427 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of intangible assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-lived Intangible Assets [Roll Forward] | ||
Gross Carrying Value | $ 2,405,382 | $ 2,409,892 |
Accumulated Amortization | 1,534,523 | 1,493,563 |
Net Carrying Value | 870,859 | 916,329 |
Indefinite-lived Intangible Assets [Roll Forward] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 1,480,000 | 1,480,000 |
Indefinite-Lived Trade Names | 651,500 | 651,500 |
Intangible Assets, Gross (Excluding Goodwill) | 3,885,382 | 3,889,892 |
Other Intangible Assets Accumulated Amortization | 1,534,523 | 1,493,563 |
Indefinite Lived Trade Names Impairment Charges | 828,500 | 828,500 |
Intangible Assets Impairement Charges | 828,500 | 828,500 |
Intangible Assets, Net (Including Goodwill) | $ 1,522,359 | $ 1,567,829 |
Client relationships [Member] | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Weighted Average Useful Life | 14 years | 14 years |
Gross Carrying Value | $ 2,313,682 | $ 2,313,792 |
Accumulated Amortization | 1,477,634 | 1,434,600 |
Net Carrying Value | $ 836,048 | $ 879,192 |
Trade name [Member] | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Weighted Average Useful Life | 10 years | 10 years |
Gross Carrying Value | $ 88,600 | $ 88,600 |
Accumulated Amortization | 55,708 | 53,493 |
Net Carrying Value | $ 32,892 | $ 35,107 |
Developed technology [Member] | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Weighted Average Useful Life | 7 years | 7 years |
Gross Carrying Value | $ 3,100 | $ 7,500 |
Accumulated Amortization | 1,181 | 5,470 |
Net Carrying Value | $ 1,919 | $ 2,030 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of estimated future amortization expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
Remainder of 2024 | $ 135,889 | |
2025 | 175,582 | |
2026 | 172,073 | |
2027 | 170,382 | |
2028 | 134,947 | |
Thereafter | 81,986 | |
Total amortization expense | $ 870,859 | $ 916,329 |
Debt - Summary of Long term Deb
Debt - Summary of Long term Debt, Net of Current Portion (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Line Items] | ||
Debt carrying amount | $ 1,837,863 | $ 1,892,483 |
Less: current portion | 13,275 | 13,274 |
Less: debt issuance costs | 28,710 | 31,091 |
Long-term debt, net of current portion | 1,795,878 | 1,848,118 |
Term Loan Facility [Member] | ||
Debt Disclosure [Line Items] | ||
Debt carrying amount | 1,145,744 | 1,149,057 |
Senior Secured Notes [Member] | ||
Debt Disclosure [Line Items] | ||
Debt carrying amount | 692,000 | 743,000 |
Other Notes [Member] | ||
Debt Disclosure [Line Items] | ||
Debt carrying amount | $ 119 | $ 426 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Short-Term Debt [Line Items] | |||
Repayment of minimum quarterly principal payments | $ 0 | $ 56,033,000 | |
Gain on repurchase of debt instrument | 300 | ||
Percentage of reduction in interest rate | 0.25% | ||
Subsequent Event [Member] | |||
Short-Term Debt [Line Items] | |||
Term loan prepayment premium rate | 1% | ||
Term Loan Facility [Member] | |||
Short-Term Debt [Line Items] | |||
Line of credit outstanding | $ 1,100,000,000 | ||
Line of Credit maturity date | Oct. 28, 2027 | ||
Line of credit facility periodic payment principal | $ 13,300,000 | ||
Repayment of minimum quarterly principal payments | $ 3,300,000 | 3,300,000 | |
Debt instrument terms of interest payment | Interest on the Notes is payable semi-annually in arrears | ||
Rate of interest | 6.50% | ||
Debt instrument repurchased amount | $ 1,700,000 | ||
Revolving Credit Facility [Member] | |||
Short-Term Debt [Line Items] | |||
Line of credit facility remaining borrowing capacity | $ 0 | ||
Fee Percentage One [Member] | Revolving Credit Facility [Member] | |||
Short-Term Debt [Line Items] | |||
Line of credit unused commitment fee percentage | 0.25% | ||
Fee Percentage Two [Member] | Revolving Credit Facility [Member] | |||
Short-Term Debt [Line Items] | |||
Line of credit unused commitment fee percentage | 0.375% | ||
Base Rate [Member] | Minimum [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, base rate margin | 3.50% | ||
Base Rate [Member] | Maximum [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, base rate margin | 3.25% | ||
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% | ||
SOFR [Member] | Minimum [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, base rate margin | 4.50% | ||
SOFR [Member] | Maximum [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, base rate margin | 4.25% | ||
SOFR [Member] | Term Loan Facility [Member] | Minimum [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, base rate margin | 0.11% | ||
SOFR [Member] | Term Loan Facility [Member] | Maximum [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, base rate margin | 0.26% | ||
Senior Secured Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, maturity date | Nov. 15, 2028 | ||
Long term debt outstanding amount | $ 692,000,000 | ||
Gain on repurchase of debt instrument | 2,700 | ||
Debt instrument repurchased amount | $ 51,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Financial Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets measured at fair value | ||
Assets measured at fair value | $ 22,540 | $ 26,344 |
Liabilities measured at fair value | ||
Liabilities measured at fair value | 13,455 | 19,139 |
Contingent Consideration Liabilities [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 12,502 | 18,472 |
Warrant Liability [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 953 | 667 |
Derivative Financial Instruments [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | 22,540 | 26,344 |
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 | 22,540 | 26,344 |
Liabilities measured at fair value | ||
Liabilities measured at fair value | 953 | 667 |
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 | 667 |
Significant Other Observable Inputs (Level 2) [Member] | Derivative Financial Instruments [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | 22,540 | 26,344 |
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 | 12,502 | 18,472 |
Significant Other Unobservable Inputs (Level 3) [Member] | Contingent Consideration Liabilities [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 12,502 | 18,472 |
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 Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Maximum credit loss exposure | $ 44.2 | ||
Interest Rate Cap [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Gain (loss) related to changes in fair values of the forward contracts, Statement of Operations and Comprehensive Income [Extensible Enumeration] | Interest expense, net | Interest expense, net | |
Gain (loss) related to changes in fair values of the forward contracts | $ 4.2 | $ 1.9 | |
Derivative, notional amount | 950 | $ 950 | |
Other 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 | $ 22.5 | $ 26.3 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Summarizes the Changes in the Carrying Value of Estimated Contingent Consideration Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
Beginning of the period | $ 18,472 | $ 20,334 |
Changes in fair value | 689 | 4,292 |
Payments | (6,659) | (1,572) |
End of the period | $ 12,502 | $ 23,054 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Summary of Financial Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | $ 1,837,863 | $ 1,892,483 |
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 | 1,911,064 | 1,966,335 |
Term Loan Credit Facility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | 1,145,744 | 1,149,057 |
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 | 1,229,317 | 1,221,012 |
Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | 743,000 | |
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 | 745,223 | |
Other Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | 119 | 426 |
Other 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 | $ 119 | $ 100 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transactions (Textual) | |||
Revenues | $ 879,003 | $ 944,382 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Majority-Owned Subsidiary, Nonconsolidated [Member] | |||
Related Party Transactions (Textual) | |||
Revenues | $ 6,500 | 3,700 | |
Accounts Receivable | 3,100 | $ 3,700 | |
Client 1 [Member] | |||
Related Party Transactions (Textual) | |||
Revenues | 1,300 | $ 800 | |
Accounts Receivable | 600 | 600 | |
Client 2 [Member] | |||
Related Party Transactions (Textual) | |||
Revenues | 1,600 | ||
Accounts Receivable | $ 300 | $ 500 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rates from continuing operations, percent | 21.80% | 15% |
Shortfall of stock based compensation | $ 0.7 | $ 2.3 |
Deferred Tax Assets, Valuation Allowance | 1.1 | |
Income tax expense from discontinued operations | $ 12.1 | $ 1.7 |
Segments - Summary Of Revenue A
Segments - Summary Of Revenue And Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 879,003 | $ 944,382 |
Depreciation and amortization | 51,540 | 54,494 |
Income from unconsolidated investments | 689 | |
Operating income (loss) from continuing operations | (26,762) | 6,744 |
Total revenues from discontinued operations | 27,043 | 67,601 |
Branded Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 344,529 | 444,862 |
Depreciation and amortization | 33,763 | 37,492 |
Income from unconsolidated investments | 689 | |
Operating income (loss) from continuing operations | (16,776) | 6,176 |
Total revenues from discontinued operations | 19,171 | 62,740 |
Retailer Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 227,123 | 242,353 |
Depreciation and amortization | 7,858 | 7,939 |
Operating income (loss) from continuing operations | (4,959) | 5,246 |
Total revenues from discontinued operations | 1,888 | 1,854 |
Experiential Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 307,351 | 257,167 |
Depreciation and amortization | 9,919 | 9,063 |
Operating income (loss) from continuing operations | (5,027) | (4,678) |
Total revenues from discontinued operations | $ 5,984 | $ 3,007 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |
2020 Incentive Award Plan [Member] | |||
Total share-based compensation expense | $ 8,149 | $ 11,093 | |
Share-Based Payment Arrangement, Expense, Tax Benefit | 929 | $ 2,001 | |
Unrecognized compensation expense | $ 5,100 | ||
Weighted-average period | 2 years 8 months 12 days | ||
Intrinsic value of all outstanding options | $ 10,600 | ||
Options exercised | 0 | 0 | |
Common stock, par or stated value per share | $ 4.33 | ||
Performance Stock Units [Member] | |||
Vesting period | 3 years | ||
Percentage of performance objective applicable to Revenue objective | 150% | ||
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 | $ 23,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 1 year 10 months 24 days | ||
Employee Stock Option [Member] | |||
Weighted-average period | 8 years 8 months 12 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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total share-based compensation before tax | $ 7,220 | $ 11,210 |
2020 Incentive Award Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Restricted share-based unit awards | 3,136 | 6,938 |
Other share-based awards | 4,084 | 2,154 |
Total share-based compensation before tax | 7,220 | 9,092 |
Tax benefit | (929) | (2,001) |
Total share-based compensation expense | $ 8,149 | $ 11,093 |
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 | 2,326,288 | 136,532 | 9,851 |
Number of Shares Target | 4,652,576 | 273,064 | 19,702 |
Number of Shares Maximum | 6,978,888 | 273,064 | 26,738 |
Weighted Average Fair Value per Share | $ 2.08 | $ 4.94 | $ 10.14 |
Maximum Remaining Unrecognized Compensation Expense | $ 9,846,207 | $ 408,050 | $ 14,723 |
Weighted-average remaining requisite service periods | 2 years 1 month 6 days | 1 year 1 month 6 days | 6 months |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of PSU Activity (Details) - Performance Shares [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Beginning balance | shares | 7,339,129 |
Number of shares, Granted | shares | 0 |
Number of shares, Distributed | shares | (1,710,061) |
Number of shares, Forfeited | shares | (676,690) |
PSU performance adjustment | shares | 2,326,312 |
Ending balance | shares | 7,278,690 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 2.6 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Distributed | $ / shares | 3.66 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 2.28 |
Weighted Average Grant Date Fair Value, PSU performance adjustment | $ / shares | 2.08 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 2.22 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary Of Stock Option Plan Activity (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Stock-based Compensation [Line Items] | |
Beginning balance | shares | 18,238,623 |
Number of shares, Granted | shares | 32,358 |
Number of shares, Distributed | shares | (4,763,404) |
Number of shares, Forfeited | shares | (1,500,143) |
Ending balance | shares | 12,007,434 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 2.92 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 3.84 |
Weighted Average Grant Date Fair Value, Distributed | $ / shares | 3.64 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 2.77 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 2.65 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Stock Option Under the plan (Details) - Employee Stock Option [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Beginning balance | shares | 17,375,000 |
Number of shares, Granted | shares | 0 |
Number of shares, Forfeited | shares | 0 |
Cancelled/Expired | shares | 0 |
Ending balance | shares | 17,375,000 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 6 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Cancelled/Expired | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 6 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Reconciliation of Basic and Diluted Net Earnings (loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net loss from continuing operations attributable to stockholders of Advantage Solutions Inc. | $ (49,107) | $ (34,370) |
Net income (loss) from discontinued operations, net of tax | 45,992 | (13,308) |
Less: net income (loss) from discontinued operations attributable to noncontrolling interest | 2,192 | (91) |
Net income (loss) from discontinued operations attributable to stockholders of Advantage Solutions Inc. | $ 43,800 | $ (13,217) |
Weighted average common shares - basic | 321,458,155 | 321,135,117 |
Basic loss per common share from continuing operations | $ (0.15) | $ (0.11) |
Basic earnings (loss) per common share from discontinued operations | 0.14 | (0.04) |
Basic net loss per common share attributable to stockholders of Advantage Solutions Inc. | (0.02) | (0.15) |
Basic earnings (loss) per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc. | $ 0.14 | $ (0.04) |
Weighted Average Number of Shares Outstanding, Basic | 321,458,155 | 321,135,117 |
Performance stock units | 0 | 0 |
Restricted stock units | 0 | 0 |
Employee stock purchase plan and stock options | 0 | 0 |
Weighted-average common shares, outstanding | 321,458,155 | 321,135,117 |
Diluted net loss per common share from continuing operations | $ (0.15) | $ (0.11) |
Diluted net income (loss) per common share from discontinued operations | 0.14 | (0.04) |
Diluted net loss per common share attributable to stockholders of Advantage Solutions Inc. | (0.02) | (0.15) |
Diluted earnings (loss) per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc. | $ 0.14 | $ (0.04) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Line Items] | ||
Antidiluted shares (in shares) | 20,200,000 | 2,200,000 |
Performance Shares [Member] | ||
Earnings Per Share [Line Items] | ||
Antidiluted shares (in shares) | 4,800,000 | |
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 |
Class of warrant or right exercise price of warrants or rights | $ 11.5 | $ 11.5 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Apr. 30, 2024 | Mar. 31, 2024 | |
Restricted Stock Units (RSUs) [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares, Granted | 32,358 | |
Restricted Stock Units (RSUs) [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares, Granted | 5,300,000 | |
Estimated aggregate grant date fair value | $ 23.2 | |
Performance Stock Units (PSUs) [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares, Granted | 1,100,000 | |
Estimated aggregate grant date fair value | $ 4.6 | |
Employee Stock Option | ||
Subsequent Event [Line Items] | ||
Number of shares, Granted | 0 | |
Employee Stock Option | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares, Granted | 3,000,000 | |
Estimated aggregate grant date fair value | $ 5.5 |