Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 08, 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 | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
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 | 320,538,405 | |
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 | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 153,988 | $ 120,839 |
Restricted cash | 15,382 | 16,363 |
Accounts receivable, net of allowance for expected credit losses from continuing operations of $16,054 and $29,294 respectively | 647,397 | 659,499 |
Prepaid expenses and other current assets | 106,957 | 115,921 |
Current assets of discontinued operations | 152,892 | 99,412 |
Total current assets | 1,076,616 | 1,012,034 |
Property and equipment, net | 86,862 | 64,708 |
Goodwill | 610,521 | 710,191 |
Other intangible assets, net | 1,463,303 | 1,551,828 |
Investments in unconsolidated affiliates | 220,088 | 210,829 |
Other assets | 40,021 | 43,543 |
Other assets of discontinued operations | 0 | 186,190 |
Total assets | 3,497,411 | 3,779,323 |
Current liabilities | ||
Current portion of long-term debt | 13,275 | 13,274 |
Accounts payable | 204,903 | 172,894 |
Accrued compensation and benefits | 138,890 | 161,447 |
Other accrued expenses | 118,895 | 144,415 |
Deferred revenues | 28,852 | 26,598 |
Current liabilities of discontinued operations | 4,136 | 22,669 |
Total current liabilities | 508,951 | 541,297 |
Long-term debt, net of current portion | 1,769,196 | 1,848,118 |
Deferred income tax liabilities | 174,179 | 204,136 |
Other long-term liabilities | 71,351 | 74,555 |
Other liabilities of discontinued operations | 0 | 7,140 |
Total liabilities | 2,523,677 | 2,675,246 |
Commitments and contingencies (Note 9) | ||
Equity attributable to stockholders of Advantage Solutions Inc. | ||
Common stock, $0.0001 par value, 3,290,000,000 shares authorized; 323,020,596 and 322,235,261 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 32 | 32 |
Additional paid in capital | 3,452,358 | 3,449,261 |
Accumulated deficit | (2,420,792) | (2,314,650) |
Loans to Karman Topco L.P. | (6,707) | (6,387) |
Accumulated other comprehensive loss | (11,433) | (3,945) |
Treasury stock, at cost; 8,875,170 and 3,600,075 shares as of June 30, 2024 and December 31, 2023, respectively | (39,724) | (18,949) |
Total equity attributable to stockholders of Advantage Solutions Inc. | 973,734 | 1,105,362 |
Noncontrolling interest | 0 | (1,285) |
Total stockholders' equity | 973,734 | 1,104,077 |
Total liabilities, noncontrolling interest, and stockholders' equity | $ 3,497,411 | $ 3,779,323 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Accounts receivable, net of allowances | $ 16,054 | $ 29,294 |
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 | 323,020,596 | 322,235,261 |
Common stock, shares outstanding | 323,020,596 | 322,235,261 |
Treasury Stock, Common, Shares | 8,875,170 | 3,600,075 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues | $ 873,357 | $ 963,758 | $ 1,734,769 | $ 1,888,471 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 751,337 | 847,549 | 1,503,181 | 1,660,295 |
Selling, general, and administrative expenses | 62,858 | 48,481 | 151,939 | 103,881 |
Impairment of goodwill | 99,670 | 0 | 99,670 | 0 |
Depreciation and amortization | 51,317 | 52,477 | 101,065 | 105,021 |
(Income) loss from unconsolidated investments | (566) | 0 | 123 | 0 |
Total operating expenses | 964,616 | 948,507 | 1,855,978 | 1,869,197 |
Operating (loss) income from continuing operations | (91,259) | 15,251 | (121,209) | 19,274 |
Other (income) expenses: | ||||
Change in fair value of warrant liability | (686) | 73 | (399) | 0 |
Interest expense, net | 39,754 | 30,446 | 75,515 | 77,608 |
Total other expenses | 39,068 | 30,519 | 75,116 | 77,608 |
Loss from continuing operations before income taxes | (130,327) | (15,268) | (196,325) | (58,334) |
Benefit from income taxes for continuing operations | (17,311) | (2,244) | (33,176) | (9,416) |
Net loss from continuing operations | (113,016) | (13,024) | (163,149) | (48,918) |
Net income (loss) from discontinued operations, net of tax | 12,181 | 5,178 | 59,199 | (6,606) |
Net loss | (100,835) | (7,846) | (103,950) | (55,524) |
Less: net income from continuing operations attributable to noncontrolling interest | 0 | 909 | 0 | 909 |
Less: net income (loss) from discontinued operations attributable to noncontrolling interest | 0 | 7 | 2,192 | (84) |
Net loss attributable to stockholders of Advantage Solutions Inc. | $ (100,835) | $ (8,762) | $ (106,142) | $ (56,349) |
Net loss per common share: | ||||
Basic loss per common share from continuing operations | $ (0.35) | $ (0.04) | $ (0.51) | $ (0.15) |
Basic earnings (loss) per common share from discontinued operations | 0.04 | 0.02 | 0.18 | (0.02) |
Basic loss per common share attributable to stockholders of Advantage Solutions Inc. | (0.31) | (0.03) | (0.33) | (0.17) |
Diluted net loss per share: | ||||
Diluted loss per common share from continuing operations | (0.35) | (0.04) | (0.51) | (0.15) |
Diluted earnings (loss) per common share from discontinued operations | 0.04 | 0.02 | 0.18 | (0.02) |
Diluted loss per common share attributable to stockholders of Advantage Solutions Inc. | $ (0.31) | $ (0.03) | $ (0.33) | $ (0.17) |
Weighted-average number of common shares: | ||||
Basic | 322,791,242 | 324,178,691 | 322,124,698 | 322,665,312 |
Diluted | 322,791,242 | 324,178,691 | 322,124,698 | 322,665,312 |
Comprehensive (Loss) Income: | ||||
Net loss attributable to stockholders of Advantage Solutions Inc. | $ (100,835) | $ (8,762) | $ (106,142) | $ (56,349) |
Other comprehensive income, net of tax: | ||||
Foreign currency translation adjustments | (2,340) | 3,722 | (5,057) | 5,246 |
Total comprehensive loss attributable to stockholders of Advantage Solutions Inc. | $ (103,175) | $ (5,040) | $ (111,199) | $ (51,103) |
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 | (55,524) | ||||||||
Net loss | (55,691) | ||||||||
Net Income (Loss) | (56,349) | (56,349) | (56,349) | 658 | |||||
Foreign currency translation adjustments | 8,931 | 5,246 | 5,246 | 3,685 | |||||
Total comprehensive (loss) income | (46,760) | (51,103) | 4,343 | ||||||
Interest on loans to Karman Topco L.P. | (12) | (12) | (12) | ||||||
Equity-based compensation of Karman Topco L.P. | (3,487) | (3,487) | (3,487) | ||||||
Shares issued under Employee Stock Purchase Plan | 1,193 | 1,193 | 1,193 | ||||||
Shares issued under 2020 Employee Stock Purchase Plan, Shares | 674,976 | ||||||||
Payments for taxes related to net share settlement under 2020 Incentive Award Plan | (1,277) | (1,277) | (1,277) | ||||||
Shares issued under 2020 Incentive Award Plan, Shares | 4,115,867 | ||||||||
Stock-based compensation expense | 22,225 | 22,225 | 22,225 | ||||||
Ending Balance at Jun. 30, 2023 | 1,197,606 | $ 32 | $ (12,567) | 3,427,490 | (2,303,458) | (6,375) | (13,603) | 1,091,519 | 106,087 |
Ending Balance, Shares at Jun. 30, 2023 | 324,481,143 | 1,610,014 | |||||||
Beginning 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 |
Beginning Balance, Shares at Mar. 31, 2023 | 323,555,298 | 1,610,014 | |||||||
Net (loss) income | (7,846) | ||||||||
Net loss | (7,934) | ||||||||
Net Income (Loss) | (8,762) | (8,762) | (8,762) | 828 | |||||
Foreign currency translation adjustments | 5,594 | 3,722 | 3,722 | 1,872 | |||||
Total comprehensive (loss) income | (2,340) | (5,040) | 2,700 | ||||||
Interest on loans to Karman Topco L.P. | (6) | (6) | (6) | ||||||
Equity-based compensation of Karman Topco L.P. | (1,218) | (1,218) | (1,218) | ||||||
Shares issued under 2020 Incentive Award Plan, Shares | 925,845 | ||||||||
Stock-based compensation expense | 11,147 | 11,147 | 11,147 | ||||||
Ending Balance at Jun. 30, 2023 | 1,197,606 | $ 32 | $ (12,567) | 3,427,490 | (2,303,458) | (6,375) | (13,603) | 1,091,519 | 106,087 |
Ending Balance, Shares at Jun. 30, 2023 | 324,481,143 | 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 | (103,950) | ||||||||
Net Income (Loss) | (106,142) | (106,142) | (106,142) | 2,192 | |||||
Foreign currency translation adjustments | (4,984) | (5,057) | (5,057) | 73 | |||||
Total comprehensive (loss) income | (108,934) | (111,199) | 2,265 | ||||||
Interest on loans to Karman Topco L.P. | (320) | (320) | (320) | ||||||
Purchase of treasury stock | (20,775) | $ (20,775) | (20,775) | ||||||
Treasury Stock, Shares, Acquired | (5,275,095) | 5,275,095 | |||||||
Equity-based compensation of Karman Topco L.P. | (480) | (480) | (480) | ||||||
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 | (11,113) | (11,113) | (11,113) | ||||||
Shares issued under 2020 Incentive Award Plan, Shares | 5,478,476 | ||||||||
Sale of a business | (3,411) | (2,431) | (2,431) | (980) | |||||
Stock-based compensation expense | 13,523 | 13,523 | 13,523 | ||||||
Ending Balance at Jun. 30, 2024 | 973,734 | $ 32 | $ (39,724) | 3,452,358 | (2,420,792) | (6,707) | (11,433) | 973,734 | 0 |
Ending Balance, Shares at Jun. 30, 2024 | 323,020,596 | 8,875,170 | |||||||
Beginning 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 |
Beginning Balance, Shares at Mar. 31, 2024 | 323,894,143 | 6,600,075 | |||||||
Net (loss) income | (100,835) | ||||||||
Net Income (Loss) | (100,835) | (100,835) | (100,835) | ||||||
Foreign currency translation adjustments | (2,266) | (2,340) | (2,340) | 74 | |||||
Total comprehensive (loss) income | (103,101) | (103,175) | 74 | ||||||
Interest on loans to Karman Topco L.P. | (171) | (171) | (171) | ||||||
Purchase of treasury stock | (9,086) | $ (9,086) | (9,086) | ||||||
Treasury Stock, Shares, Acquired | (2,275,095) | 2,275,095 | |||||||
Equity-based compensation of Karman Topco L.P. | (872) | (872) | (872) | ||||||
Payments for taxes related to net share settlement under 2020 Incentive Award Plan | (1,425) | (1,425) | (1,425) | ||||||
Shares issued under 2020 Incentive Award Plan, Shares | 1,401,548 | ||||||||
Sale of a business | (3,411) | (2,431) | (2,431) | (980) | |||||
Stock-based compensation expense | 7,617 | 7,617 | 7,617 | ||||||
Ending Balance at Jun. 30, 2024 | $ 973,734 | $ 32 | $ (39,724) | $ 3,452,358 | $ (2,420,792) | $ (6,707) | $ (11,433) | $ 973,734 | $ 0 |
Ending Balance, Shares at Jun. 30, 2024 | 323,020,596 | 8,875,170 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (103,950) | $ (55,524) |
Net income (loss) from discontinued operations, net of tax | 59,199 | (6,606) |
Net loss from continuing operations | (163,149) | (48,918) |
Adjustments to reconcile net loss to net cash provided by operating activities | ||
Noncash interest income | (5,427) | (9,500) |
Deferred financing fees related to repricing of long-term debt | 1,079 | 0 |
Amortization of deferred financing fees | 3,470 | 4,238 |
Impairment of goodwill | 99,670 | 0 |
Depreciation and amortization | 101,065 | 105,021 |
Change in fair value of warrant liability | (399) | 0 |
Fair value adjustments related to contingent consideration | 1,678 | 8,969 |
Deferred income taxes | (29,546) | (33,403) |
Equity-based compensation of Karman Topco L.P. | (480) | (3,487) |
Stock-based compensation | 16,082 | 20,417 |
Loss from unconsolidated investments | (123) | (3,002) |
Distribution received from unconsolidated affiliates | 3,289 | 1,611 |
Gain on repurchases of Senior Secured Notes and Term Loan Facility debt | (5,103) | (4,969) |
Changes in operating assets and liabilities, net of effects from divestitures: | ||
Accounts receivable, net | 9,268 | 32,854 |
Prepaid expenses and other assets | 26,233 | 63,109 |
Accounts payable | 32,834 | (35,944) |
Accrued compensation and benefits | (21,602) | 2,435 |
Deferred revenues | 2,449 | 12,501 |
Other accrued expenses and other liabilities | (27,233) | (11,523) |
Net cash provided by operating activities from continuing operations | 44,055 | 100,409 |
Net cash provided by operating activities from discontinued operations | 6,368 | 4,581 |
Net cash provided by operating activities | 50,423 | 104,990 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of investment in unconsolidated affiliates | (10,932) | 0 |
Purchase of property and equipment | (25,029) | (14,046) |
Proceeds from divestitures, net of cash | 146,828 | 12,763 |
Net cash provided by (used in) investing activities from continuing operations | 110,867 | (1,283) |
Net cash used in investing activities from discontinued operations | (7,332) | (4,506) |
Net cash provided by (used in) investing activities | 103,535 | (5,789) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings under lines of credit | 0 | 72,735 |
Payments on lines of credit | 0 | (71,278) |
Principal payments on long-term debt | (6,637) | (6,741) |
Repurchases of Senior Secured Notes and Term Loan Facility debt | (71,749) | (49,427) |
Debt issuance costs | (971) | 0 |
Proceeds from issuance of common stock | 1,167 | 1,193 |
Payments for taxes related to net share settlement under 2020 Incentive Award Plan | (11,113) | (1,277) |
Contingent consideration payments | (4,455) | (1,867) |
Holdback payments | 0 | (656) |
Redemption of noncontrolling interest | 0 | (154) |
Purchase of treasury stock | (20,775) | 0 |
Net cash used in financing activities from continuing operations | (114,533) | (57,472) |
Net cash (used in) provided by financing activities from discontinued operations | (4,243) | 397 |
Net cash used in financing activities | (118,776) | (57,075) |
Net effect of foreign currency changes on cash from continuing operations | (2,579) | 1,843 |
Net effect of foreign currency changes on cash from discontinued operations | (435) | (349) |
Net effect of foreign currency changes on cash | (3,014) | 1,494 |
Net change in cash, cash equivalents and restricted cash | 32,168 | 43,620 |
Cash, cash equivalents and restricted cash, beginning of period | 137,202 | 138,532 |
Cash, cash equivalents and restricted cash, end of period | 169,370 | 182,152 |
Less: Cash, cash equivalents and restricted cash of discontinued operations | 0 | 2,824 |
Cash, cash equivalents and restricted cash, end of period | 169,370 | 179,328 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
(Gain) loss on divestitures from discontinued operations | (70,195) | 17,655 |
Purchase of property and equipment recorded in accounts payable and accrued expenses | $ 10,660 | $ 1,507 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (100,835) | $ (8,762) | $ (106,142) | $ (56,349) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2024 and for the three and six months ended June 30, 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 and six months ended June 30, 2024 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. The Company has reorganized its portfolio of businesses into a new, simplified structure that more closely aligns its business capabilities with economic buyers. As a result of this reorganization, the Company revised its reportable segments and identified non-core businesses for disposition (“Divestiture plan”). In the first quarter of 2024, the Company determined its Divestiture plan met the criteria for discontinued operations as it represented a strategic shift that had a major effect on the Company’s operations and financial results. As such, the results of businesses meeting the criteria to be classified as held for sale or disposed of in the current or prior periods in accordance with the Company’s Divestiture plan have been reclassified to discontinued operations. 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 condensed consolidated 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 (“CODM”), 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, Condensed Consolidated Statements of Stockholders' Equity and Condensed Consolidated Statements of Cash Flows. 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. Discontinued Operations The Company presents discontinued operations when there is a disposal of a component or a group of components that represents a strategic shift that will have a major effect on operations and financial results. The results of discontinued operations are reported in net income (loss) from discontinued operations in the condensed consolidated statements of operations for all periods presented, commencing in the period in which the business is either disposed of or is classified as held for sale, including any gain or loss recognized on closing or adjustment of the carrying amount to fair value less costs to sell. Assets and liabilities related to a business classified as held for sale which also meets the criteria for discontinued operations are segregated in the condensed consolidated balance sheets for the current and prior periods presented. Cash flows for continuing and discontinued operations are segregated in the condensed consolidated cash flows for the current and prior periods. When proceeds are not utilized to paydown long-term debt, the assets and liabilities associated with discontinued operations in the current period balance sheet are classified as current. 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 3 measurements within the fair value hierarchy. The uncertainty and volatility in the economic environment in which the Company operates could have an impact on the Company's future growth and could result in future impairment charges. There is no assurance that actual future earnings, cash flows or other assumptions for the reporting units will not significantly decline from these projections. 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 %. During the three months ended June 30, 2024, the Company determined a triggering event occurred and an impairment assessment was warranted for the Branded Agencies reporting unit goodwill due to the pending sale of one of the businesses that comprised a substantial portion of the assets, liabilities and prospective cash flows of the Branded Agencies reporting unit. As a result of the impairment test performed, the Company recognized a non-cash goodwill impairment charge of $ 99.7 million related to the Company's Branded Agencies reporting unit goodwill during the three months ended June 30, 2024, which has been reflected in “Impairment of goodwill” in the Condensed Consolidated Statements of Comprehensive (Loss) Income. As a result of this charge, an immaterial amount of goodwill remains in this reporting unit. Indefinite Lived Intangible Assets Intangible assets with indefinite useful lives are not amortized but tested annually for impairment, at the beginning of the fourth quarter, 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 value exceeded the carrying value by approximately 6 %, thus no impairment was recorded. For the three months ended June 30, 2024, no events or circumstances were noted that would indicate a triggering event for the Company’s intangible assets with indefinite useful lives. The uncertainty and volatility in the economic environment in which the Company operates could have an impact on the Company’s future growth and could result in future impairment charges. There is no assurance that actual cash flows or other assumptions for the this intangible will not significantly decline from these projections. 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 June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Branded Services Brokerage services $ 122,973 $ 131,398 $ 249,995 $ 263,062 Branded merchandising services 108,625 111,569 213,772 218,432 Omni-commerce marketing services 90,742 103,677 187,627 200,439 International joint venture — 100,621 — 194,029 Total Branded Services revenue 322,340 447,265 651,394 875,962 Experiential Services Experiential services 319,508 285,174 626,859 542,341 Total Experiential Services revenue 319,508 285,174 626,859 542,341 Retailer Services Retailer merchandising services 183,128 184,581 354,715 373,636 Advisory services 32,064 33,472 70,776 71,260 Agency services 16,317 13,266 31,025 25,272 Total Retailer Services revenue 231,509 231,319 456,516 470,168 Total revenues $ 873,357 $ 963,758 $ 1,734,769 $ 1,888,471 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 and six months ended June 30, 2024 that were included in Deferred revenues as of December 31, 2023 were $ 3.5 million and $ 16.8 million, respectively. Revenues recognized during the three and six months ended June 30, 2023 included in Deferred revenues as of December 31, 2022 were $ 4.4 million and $ 14.5 million, respectively. Accounting Standards Recently Issued but Not Yet Adopted by the Company In December 2023, the Financial Accounting Standards Board (“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 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 and 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2024 and December 31, 2023, the Company classified certain assets and liabilities as held for sale in the Condensed Consolidated Balance Sheets, primarily related to assets and liabilities to be disposed of by sale (“disposal groups”). 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 assets and liabilities related to these businesses are included in the discontinued operations captions in the Condensed Consolidated Balance Sheets for all periods presented. 2023 Divestitures In 2023, the Company entered into an agreement to sell certain assets and liabilities (collectively, the “2023 Divestitures”). The Company determined that the disposal groups did not meet the criteria for classification as discontinued operations as of June 30, 2023. During the three and six months ended June 30, 2023, the Company recorded a loss of $ 1.2 million and $ 17.7 million, respectively, on divestitures as a component of “Net income (loss) from discontinued operations, net of tax” in the Condensed Consolid ated 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. 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. The investment is 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 Comprehensive Loss for the three and six months ended June 30, 2024. Transactions between the Company and the combined foodservice entity are considered to be related-party transactions subsequent to the divesture. During the three months ended June 30, 2024, the Company sold two agencies in the Branded Services segment, one agency in the Experiential Services segment and one agency in the Retailer Services segment (collectively the “ 2024 Divestitures”). The Company received $ 65.2 million including estimated working capital adjustments. During the three and six months ended June 30, 2024, the Company recorded a gain from the 2024 Divestitures of $ 13.2 million and $ 70.2 million, respectively, as a component of “Net income (loss) from discontinued operations, net of tax” in the Condensed Consolid ated Statements of Operations and Comprehensive Loss. Proceeds from the sales were classified as cash provided by investing activities from continuing operations in the Condensed Consolidated Statements of Cash Flows. As of June 30, 2024, certain assets and liabilities of the Jun Group business were classified as held for sale. On July 31, 2024, the Company completed the sale of the Jun Group business in exchange for proceeds of approximately $ 185.0 million less any adjustments. The Company received approximately $ 130.0 million in cash upon completion of the sale. As part of the purchase agreement, the buyer has agreed to remit the remaining consideration to the Company in two additional installments of $ 22.5 million ($ 27.5 million less $ 5 million estimated adjustments) and $ 27.5 million, 12 and 18 months , respectively, after the completion of the sale. 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 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 June 30, 2024 (collectively, the “discontinued operations” that are all part of the divestiture plan) met the criteria for discontinued operations presentation as their dispositions represent a strategic shift that has had a major effect on the Company's operations and financial results. As a result, each of these businesses has been reclassified to discontinued operations in the Condensed Consolidated Statements of Operations, Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows for all periods presented. As part of the agreements for certain of the divestitures the Company has agreed to provide certain transitional services as detailed within respective transition services agreements 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 Comprehensive Loss. The following table presents the summarized balance sheets of discontinued operations. (in thousands) June 30, 2024 December 31, 2023 Carrying amounts of major classes of assets Cash and cash equivalents $ — $ 5,641 Accounts receivable, net of allowance for expected credit losses of $ 418 and $ 2,834 , respectively 14,922 56,848 Prepaid and other current assets 882 6,839 Property and equipment, net 4,488 10,245 Goodwill 122,600 160,400 Other intangible assets, net 10,000 41,025 Investments in unconsolidated affiliates — 564 Other assets — 4,040 Total assets of discontinued operations (1) 152,892 285,602 Carrying amounts of major classes of liabilities Current portion of long-term debt $ — $ 306 Accounts payable 1,956 9,737 Accrued compensation and benefits 1,297 5,729 Other accrued expenses — 3,210 Deferred revenues 883 3,137 Long-term debt, net of current portion — 4,666 Other liabilities — 3,024 Total liabilities of discontinued operations (1) $ 4,136 $ 29,809 Total net assets of the disposal group classified as discontinued operations $ 148,756 $ 255,793 (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 June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Revenues $ 28,874 $ 73,297 $ 73,508 $ 160,567 Cost of revenues (exclusive of depreciation and amortization shown separately below) 20,308 57,212 55,527 132,506 Selling, general, and administrative expenses 10,042 3,646 12,578 6,844 Depreciation and amortization 1,883 4,261 4,491 8,821 (Gain) loss on divestitures ( 13,179 ) 1,158 ( 70,195 ) 17,655 Total operating expenses 19,054 66,277 2,401 165,826 Operating income (loss) from discontinued operations 9,820 7,020 71,107 ( 5,259 ) Other expenses: Interest expense, net 16 14 48 43 Total other expenses 16 14 48 43 Income (loss) before income taxes from discontinued operations 9,804 7,006 71,059 ( 5,302 ) (Benefit from) provision for income taxes from discontinued operations ( 2,377 ) 1,828 11,860 1,304 Net income (loss) from discontinued operations, net of tax 12,181 5,178 59,199 ( 6,606 ) Less: net income (loss) from discontinued operations attributable to noncontrolling interest — 7 2,192 ( 84 ) Net income (loss) from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ 12,181 $ 5,171 $ 57,007 $ ( 6,522 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 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 $ 252,809 $ 217,955 $ 239,427 $ 710,191 Impairment charge ( 99,670 ) — — $ ( 99,670 ) Balance at June 30, 2024 $ 153,139 $ 217,955 $ 239,427 $ 610,521 Accumulated impairment losses related to goodwill were $ 2.1 billion and $ 2.0 billion as of June 30, 2024 and December 31, 2023, respectively. The following tables set forth information for intangible assets: June 30, 2024 (amounts in thousands) Weighted Average Useful Life Gross Carrying Accumulated Accumulated Net Carrying Finite-lived intangible assets: Client relationships 14 years $ 2,282,633 $ 1,501,507 $ — $ 781,126 Trade names 10 years 88,600 57,923 — 30,677 Total finite-lived intangible assets 2,371,233 1,559,430 — 811,803 Indefinite-lived intangible assets: Trade name 1,480,000 — 828,500 651,500 Total other intangible assets $ 3,851,233 $ 1,559,430 $ 828,500 $ 1,463,303 December 31, 2023 (amounts in thousands) Weighted Average Useful Life Gross Carrying Accumulated Accumulated Net Carrying Finite-lived intangible assets: Client relationships 14 years $ 2,282,792 $ 1,417,570 $ — $ 865,222 Trade names 10 years 88,600 53,494 — 35,106 Total finite-lived intangible assets 2,371,392 1,471,064 — 900,328 Indefinite-lived intangible assets: Trade name 1,480,000 — 828,500 651,500 Total other intangible assets $ 3,851,392 $ 1,471,064 $ 828,500 $ 1,551,828 Amortization of intangible assets was $ 44.2 million an d $ 47.0 million for the three months ended June 30, 2024 and 2023 , respectively, and $ 88.5 million and $ 94.0 million for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, estimated future amortization expense of the Company’s finite-lived intangible assets are as follows: (in thousands) Remainder of 2024 $ 88,260 2025 171,718 2026 169,230 2027 167,539 2028 133,088 Thereafter 81,968 Total amortization expense $ 811,803 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | 4. Debt June 30, December 31, (in thousands) 2024 2023 Term Loan Facility $ 1,142,432 $ 1,149,057 Senior Secured Notes 665,500 743,000 Other notes 112 426 Total long-term debt 1,808,044 1,892,483 Less: current portion 13,275 13,274 Less: debt issuance costs 25,573 31,091 Long-term debt, net of current portion $ 1,769,196 $ 1,848,118 As of June 30, 2024, the Company had $ 1.1 billion of debt outstanding under the Term Loan Facility (as defined below) and $ 665.5 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 December 31, 2023 (the “2023 Annual Report”)) with maturity dates of October 28, 2027 and November 15, 2028 , respectively. In April 2024 (the “Third Lien Amendment Effective Date” ), the Company amended the Term Loan Facility to (i) reduce the applicable interest rate margin (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 following the Third Lien Amendment Effective Date in which a 1.00 % prepayment premium shall apply to any prepayment of the term loans in connection with a Repricing Event (as defined in the amended First Lien Credit Agreement). The Term Loan Facility bears interest at a floating rate of Term SOFR plus an applicable margin of 4.25 % 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 June 30, 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 and $ 6.6 million during the three and six months ended June 30, 2024 and 2023, respectively. No payments under the excess cash flow calculation were required in such periods. In May 2023 (the “Second Lien Amendment Effective Date”), the Company amended the Term Loan Facility to replace the U.S. Dollar LIBOR provisions with SOFR, effective June 30, 2023. The Company voluntarily repurchased an aggregate of $ 26.5 million and $ 77.5 million principal amount of its Senior Secured Notes during the three and six months ended June 30, 2024, respectively. The Company recognized a gain on the repurchase of the Senior Secured Notes of $ 2.4 million and $ 5.1 million for the three and six months ended June 30, 2024, respectively, as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company voluntarily repurchased an aggregate of $ 52.4 million and $ 54.4 million principal amount of its Term Loan Facility during the three and six months ended June 30, 2023, respectively. The Company recognized a gain on the repurchase of $ 4.7 million and $ 5.0 million for the three and six months ended June 30, 2023, respectively, as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Loss. As of June 30, 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 of the Company may be either (i) a base rate or Canadian Prime Rate plus an applicable margin of 0.75 %, 1.00 %, or 1.25 % per annum or (ii) Term SOFR or Alternative Currency Spread plus an applicable margin of 1.75 %, 2.00 % or 2.25 % per annum. The Company is required to pay a commitment fee ranging from 0.250 % to 0.375 % per annum in respect of the average daily unused commitments under the Revolving Credit Facility. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 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. June 30, 2024 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Derivative financial instruments $ 15,796 $ — $ 15,796 $ — Total assets measured at fair value $ 15,796 $ — $ 15,796 $ — Liabilities measured at fair value Warrant liability $ 268 $ — $ 268 $ — Contingent consideration liabilities 1,200 — — 1,200 Total liabilities measured at fair value $ 1,468 $ — $ 268 $ 1,200 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 18,355 — — 18,355 Total liabilities measured at fair value $ 19,022 $ — $ 667 $ 18,355 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 June 30, 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 $ 15.8 million and $ 26.3 million, respectively, were included in “Prepaid expenses and other current assets” and "Other assets" in the Condensed Consolidated Balance Sheets as of June 30, 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 June 30, 2024 and 2023, the Company recorded a gain o f $ 1.2 million and $ 11.4 million, respectively, within “ Interest expense , net, ” related to changes in the fair value of its derivative instruments. During the six months ended June 30, 2024 and 2023 , the Company recorded a gain of $ 5.4 million and $ 9.5 million, respectively, within “ Interest expense , ” net, related to changes in the fair value of its derivative instruments. Subsequent to June 30, 2024 the Company entered into two interest rate collar contracts with a notional value of principal of $ 200.0 million each. The interest rate collar contracts are effective December 16, 2024 and will mature on April 5, 2027 and 2028. 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 June 30, 2024 , the maximum potential payment outcomes were $ 6.5 million . The following table summarizes the changes in the carrying value of estimated contingent consideration liabilities: June 30, (in thousands) 2024 2023 Beginning of the period $ 18,355 $ 14,629 Changes in fair value 1,678 8,969 Payments ( 18,833 ) ( 6,082 ) End of the period $ 1,200 $ 17,516 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 June 30, 2024 Term Loan Facility $ 1,142,432 $ 1,195,261 Senior Secured Notes 665,500 654,865 Other notes 112 113 Total long-term debt $ 1,808,044 $ 1,850,239 (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 | 6 Months Ended |
Jun. 30, 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 $ 1.2 million and $ 1.1 million of revenues from such client during the three months ended June 30, 2024 and 2023, respectively. The Company recognized $ 2.5 million and $ 2.0 million of revenues from such client during the six months ended June 30, 2024 and 2023, respectively. Accounts receivable from this client were $ 0.7 million and $ 0.6 million as of June 30, 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 $ 2.3 million and $ 3.9 million of revenues from such client during the three and six months ended June 30, 2024, respectively. Accounts receivable from this client were $ 0.4 million and $ 0.5 million as of June 30, 2024 and December 31, 2023, respectively. Unconsolidated Affiliates During the three months ended June 30, 2024 and 2023 , the Company recognized revenues of $ 4.8 million and $ 4.5 million, respectively, from transactions with unconsolidated affiliates. During the six months ended June 30, 2024 and 2023, the Company recognized revenues of $ 11.3 million and $ 8.3 million, respectively, from transactions with unconsolidated affiliates. Accounts receivable from transactions with unconsolidated affiliates were $ 1.1 million and $ 3.7 million as of June 30, 2024 and December 31, 2023 , respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes The Company’s effective tax rates were 13.3% and 14.7% for the three months ended June 30, 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 difference in the Company’s effective tax rate versus the statutory tax rate is primarily due to additional tax expense from foreign operations, a benefit from the federal work opportunity tax credit ("WOTC") and the effect of a pretax loss. The difference also includes additional tax expense during the three months ended June 30, 2024 due to a goodwill impairment which was treated as nondeductible and a difference in the stock based compensation windfall of $0.4 million for the three months ended June 30, 2024, as compared to a $0.9 million shortfall for the three months ended June 30, 2023. The income tax benefit from discontinued operations was $ 2.4 million for the three months ended June 30, 2024. The income tax expense from discontinued operations was $ 1.8 million for the three months ended June 30, 2023. The Company’s effective tax rates were 16.9 % and 16.1 % for the six months ended June 30, 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 difference in the Company's effective tax rate versus the statutory tax rate is primarily due to the additional tax expense from foreign operations, a benefit from WOTC and the effect of a pretax loss. The difference also includes additional tax expense during the six months ended June 30, 2024 due to a goodwill impairment which the Company treated as nondeductible, a difference in the windfall of $ 1.1 million of stock based compensation for the six months ended June 30, 2024, as compared to a $ 3.2 million shortfall for the six months ended June 30, 2023, and the release of the valuation allowance of $ 1.1 million that was determined to be not necessary for the six months ended June 30, 2024. Income tax expense from discontinued operations was $ 11.9 million and $ 1.3 million for the six months ended June 30, 2024 and 2023, respectively. Income tax expense for the six months ended June 30, 2024 and 2023 was impacted primarily by the sale of the divested entities and changes in the income (loss) before income taxes from discontinued operations. |
Segments
Segments | 6 Months Ended |
Jun. 30, 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 CODM, 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 CODM 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 CODM evaluate performance based on revenues and operating (loss) income. Discontinued 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 June 30, 2024 Revenues $ 322,340 $ 231,509 $ 319,508 $ 873,357 Depreciation and amortization $ 32,327 $ 7,975 $ 11,015 $ 51,317 Income from unconsolidated investments $ ( 566 ) $ — $ — $ ( 566 ) Impairment of goodwill $ 99,670 $ — $ — $ 99,670 Operating (loss) income from continuing operations $ ( 107,280 ) $ 9,568 $ 6,453 $ ( 91,259 ) Three Months Ended June 30, 2023 Revenues $ 447,265 $ 231,319 $ 285,174 $ 963,758 Depreciation and amortization $ 35,609 $ 7,866 $ 9,002 $ 52,477 Operating income from continuing operations $ 8,920 $ 1,526 $ 4,805 $ 15,251 (in thousands) Branded Services Retailer Services Experiential Services Total Six Months Ended June 30, 2024 Revenues $ 651,394 $ 456,516 $ 626,859 $ 1,734,769 Depreciation and amortization $ 64,314 $ 15,816 $ 20,935 $ 101,065 Loss from unconsolidated investments $ 123 $ — $ — $ 123 Impairment of goodwill $ 99,670 $ — $ — $ 99,670 Operating (loss) income from continuing operations $ ( 129,398 ) $ 5,378 $ 2,811 $ ( 121,209 ) Six Months Ended June 30, 2023 Revenues $ 875,962 $ 470,168 $ 542,341 $ 1,888,471 Depreciation and amortization $ 71,181 $ 15,775 $ 18,065 $ 105,021 Operating income from continuing operations $ 12,206 $ 6,589 $ 479 $ 19,274 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Litigation The Company is involved in various legal matters that arise in the ordinary course of its business. Some of these legal matters purport or may be determined to be class and/or representative actions, or seek substantial damages, or penalties. The Company has accrued amounts in connection with certain legal matters, including with respect to certain of the matters described below. There can be no assurance, however, that these accruals will be sufficient to cover such matters or other legal matters or that such matters or other legal matters will not materially or adversely affect the Company’s financial position, liquidity, or results of operations. The Company is involved in various litigation and arbitration matters, including purported class or representative actions with respect to matters arising under the California Labor Code and Private Attorneys General Act, and commercial disputes with clients, vendors and third-party sellers of businesses. In April 2018, the Company acquired the business of Take 5 Media Group (“Take 5”). As a result of an investigation into that business in 2019 that identified certain misconduct, the Company terminated all operations of Take 5 in July 2019 and offered refunds to clients of collected revenues attributable to the period after the Company’s acquisition. The Company refers to the foregoing as the "Take 5 Matter". The Company voluntarily disclosed to the United States Attorney’s Office and the Federal Bureau of Investigation certain misconduct occurring at Take 5. The Company intends to cooperate in this and any other governmental investigations that may arise in connection with the Take 5 Matter. In October 2022, an arbitrator made a final award in favor of the Company. The Company is 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 be certain 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 | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Restricted stock-based unit awards $ 4,891 $ 4,851 $ 9,144 $ 11,082 Other share-based awards 2,636 3,612 6,938 5,668 Total stock-based compensation before tax 7,527 8,463 16,082 16,750 Tax benefit ( 1,335 ) ( 1,991 ) ( 2,609 ) ( 4,558 ) Total stock-based compensation expense included in net income $ 6,192 $ 6,472 $ 13,473 $ 12,192 Performance Restricted Stock Units PSUs granted in 2024 are subject to achievement of certain performance conditions based on measurements of the Company’s Adjusted EBITDA margin and cash earnings. The Company’s Adjusted EBITDA margin and cash earnings relative to specified targets will be measured each year over the three-year period of 2024, 2025 and 2026, and an annual achievement percentage will be determined. The annual achievement percentages for each of 2024, 2025 and 2026 will be averaged following the completion of the three-year performance period to determine the final achievement percentage. In addition, the earned PSUs are subject to further adjustment depending on the Company’s performance against a specified peer group for total stockholder return during the three-year performance period. This adjustment can either put a floor or a cap on the calculation of the final PSUs value. Subject to certain termination events, these PSUs are scheduled to cliff-vest on the third-year anniversary of the date of grant and may vest from 0 % to 200 % of the “target” number of PSUs specified in the table below. PSUs are subject to the recipient's continued service to the Company. PSUs granted in 2021, 2022 and 2023 are subject to 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 measurement period is based on the twelve months of the respective fiscal year. The PSUs are sche duled 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. During the six months ended June 30, 2024 , the Human Capital 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. 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) 2024 532,443 1,064,885 2,129,770 $ 4.33 $ 4,309,790 2.8 years 2023 1,865,791 3,731,582 5,597,394 $ 2.09 $ 7,267,756 1.9 years 2022 108,460 216,919 216,919 $ 5.12 $ 262,243 0.9 years The following table summarizes the PSU activity for the six months ended June 30, 2024: Performance Share Units Weighted Average Grant Outstanding at January 1, 2024 7,339,129 $ 2.60 Granted 1,064,885 $ 4.33 Distributed ( 2,344,352 ) $ 3.33 Forfeited ( 1,497,456 ) $ 2.22 PSU performance adjustment 2,326,312 $ 2.08 Outstanding at June 30, 2024 6,888,518 $ 2.54 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 six months ended June 30, 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 5,839,499 $ 4.27 Distributed ( 5,976,160 ) $ 3.34 Forfeited ( 2,415,489 ) $ 2.79 Outstanding at June 30, 2024 15,686,473 $ 3.28 As of June 30, 2024 , the total remaining unrecognized compensation cost related to RSUs amounted to $ 30.7 million, which is expected to be amortized over the weighted-average remaining requisite service periods of 2.3 years. Stock Options During the six months ended June 30, 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 3,058,018 $ 4.33 Forfeited — $ — Cancelled/Expired — $ — Outstanding at June 30, 2024 20,433,018 $ 5.75 As of June 30, 2024 , the Company had approximately $ 9.4 million of total unrecognized compensation expense related to stock options, net of forfeitures, 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 June 30, 2024 was 8.0 years. The intrinsic value of all outstanding options as of June 30, 2024 was $ 4.8 million based on the market price of the Company's common stock of $ 3.22 per share. There were no options exercised during the six months ended June 30, 2024 and 2023 . |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, (in thousands, except share and earnings per share data) 2024 2023 2024 2023 Basic earnings per share computation: Numerator: Net loss from continuing operations $ ( 113,016 ) $ ( 13,024 ) $ ( 163,149 ) $ ( 48,918 ) Less: net income from continuing operations attributable to noncontrolling interest — 909 — 909 Net loss from continuing operations attributable to stockholders of Advantage Solutions Inc. $ ( 113,016 ) $ ( 13,933 ) $ ( 163,149 ) $ ( 49,827 ) Net income (loss) from discontinued operations, net of tax $ 12,181 $ 5,178 $ 59,199 $ ( 6,606 ) Less: net income (loss) from discontinued operations attributable to noncontrolling interest — 7 2,192 ( 84 ) Net income (loss) from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ 12,181 $ 5,171 $ 57,007 $ ( 6,522 ) Denominator: Weighted average common shares - basic 322,791,242 324,178,691 322,124,698 322,665,312 Basic loss per common share from continuing operations $ ( 0.35 ) $ ( 0.04 ) $ ( 0.51 ) $ ( 0.15 ) Basic earnings (loss) per common share from discontinued operations $ 0.04 $ 0.02 $ 0.18 $ ( 0.02 ) Basic earnings (loss) per common share from continuing operations attributable to stockholders of Advantage Solutions Inc. $ ( 0.35 ) $ ( 0.04 ) $ ( 0.51 ) $ ( 0.15 ) Basic earnings (loss) per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ 0.04 $ 0.02 $ 0.18 $ ( 0.02 ) Diluted earnings per share computation: Numerator: Net loss from continuing operations $ ( 113,016 ) $ ( 13,024 ) $ ( 163,149 ) $ ( 48,918 ) Less: net income from continuing operations attributable to noncontrolling interest — 909 — 909 Net loss from continuing operations attributable to stockholders of Advantage Solutions Inc. $ ( 113,016 ) $ ( 13,933 ) $ ( 163,149 ) $ ( 49,827 ) Net income (loss) from discontinued operations, net of tax $ 12,181 $ 5,178 $ 59,199 $ ( 6,606 ) Less: net income (loss) from discontinued operations attributable to noncontrolling interest — 7 2,192 ( 84 ) Net income (loss) from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ 12,181 $ 5,171 $ 57,007 $ ( 6,522 ) Denominator: Weighted average common shares - diluted 322,791,242 324,178,691 322,124,698 322,665,312 Diluted loss per common share from continuing operations $ ( 0.35 ) $ ( 0.04 ) $ ( 0.51 ) $ ( 0.15 ) Diluted earnings (loss) per common share from discontinued operations $ 0.04 $ 0.02 $ 0.18 $ ( 0.02 ) Diluted loss per common share from continuing operations attributable to stockholders of Advantage Solutions Inc. $ ( 0.35 ) $ ( 0.04 ) $ ( 0.51 ) $ ( 0.15 ) Diluted earnings (loss) per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ 0.04 $ 0.02 $ 0.18 $ ( 0.02 ) The Company had 18,578,321 warrants to purchase Class A common stock at $ 11.50 per share outstanding at June 30, 2024 and 2023, which have been excluded from the calculation of diluted earnings per common share, as the weighted average market price of the common stock during the three and six months ended June 30, 2024 and 2023 did not exceed the exercise price of the warrants. In accordance with the treasury stock 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 15.6 million and 17.9 million weighted-average shares were outstanding for the three and six months ended June 30, 2024 , respectively, 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 1.2 million and 1.7 million weighted-average shares were outstanding for the three and six months ended June 30, 2023 , respectively, but were not included in the computation of diluted loss per common share because the net loss position of the Company made them antidilutive. In addition, PSUs related to 6.0 million shares assuming achievement of the target level performance were outstanding for the six months ended June 30, 2024, but were not included in the computation of diluted loss per common share, as the performance targets were not yet met during the six months ended June 30, 2024. PSUs related to an immaterial number of shares assuming achievement of the target level performance were outstanding for the six months ended June 30, 2023, but were not included in the computation of diluted (loss) earnings per common share, as the performance targets were not yet met during the six months ended June 30, 2023. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On July 31, 2024, the Company entered into an arrangement to voluntarily repurchase $ 10.0 million of its Term Loan Facility for $ 9.7 million. From July 1, 2024 through August 8, 2024, the Company executed open market purchases of $ 12.2 million our Class A common stock under the 2021 Share Repurchase Program. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 June 30, 2024 and for the three and six months ended June 30, 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 and six months ended June 30, 2024 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. The Company has reorganized its portfolio of businesses into a new, simplified structure that more closely aligns its business capabilities with economic buyers. As a result of this reorganization, the Company revised its reportable segments and identified non-core businesses for disposition (“Divestiture plan”). In the first quarter of 2024, the Company determined its Divestiture plan met the criteria for discontinued operations as it represented a strategic shift that had a major effect on the Company’s operations and financial results. As such, the results of businesses meeting the criteria to be classified as held for sale or disposed of in the current or prior periods in accordance with the Company’s Divestiture plan have been reclassified to discontinued operations. 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 condensed consolidated 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 (“CODM”), 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, Condensed Consolidated Statements of Stockholders' Equity and Condensed Consolidated Statements of Cash Flows. 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. |
Discontinued Operations | Discontinued Operations The Company presents discontinued operations when there is a disposal of a component or a group of components that represents a strategic shift that will have a major effect on operations and financial results. The results of discontinued operations are reported in net income (loss) from discontinued operations in the condensed consolidated statements of operations for all periods presented, commencing in the period in which the business is either disposed of or is classified as held for sale, including any gain or loss recognized on closing or adjustment of the carrying amount to fair value less costs to sell. Assets and liabilities related to a business classified as held for sale which also meets the criteria for discontinued operations are segregated in the condensed consolidated balance sheets for the current and prior periods presented. Cash flows for continuing and discontinued operations are segregated in the condensed consolidated cash flows for the current and prior periods. When proceeds are not utilized to paydown long-term debt, the assets and liabilities associated with discontinued operations in the current period balance sheet are classified as current. |
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 3 measurements within the fair value hierarchy. The uncertainty and volatility in the economic environment in which the Company operates could have an impact on the Company's future growth and could result in future impairment charges. There is no assurance that actual future earnings, cash flows or other assumptions for the reporting units will not significantly decline from these projections. 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 %. During the three months ended June 30, 2024, the Company determined a triggering event occurred and an impairment assessment was warranted for the Branded Agencies reporting unit goodwill due to the pending sale of one of the businesses that comprised a substantial portion of the assets, liabilities and prospective cash flows of the Branded Agencies reporting unit. As a result of the impairment test performed, the Company recognized a non-cash goodwill impairment charge of $ 99.7 million related to the Company's Branded Agencies reporting unit goodwill during the three months ended June 30, 2024, which has been reflected in “Impairment of goodwill” in the Condensed Consolidated Statements of Comprehensive (Loss) Income. As a result of this charge, an immaterial amount of goodwill remains in this reporting unit. |
Indefinite Lived Intangible Assets | Indefinite Lived Intangible Assets Intangible assets with indefinite useful lives are not amortized but tested annually for impairment, at the beginning of the fourth quarter, 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 value exceeded the carrying value by approximately 6 %, thus no impairment was recorded. For the three months ended June 30, 2024, no events or circumstances were noted that would indicate a triggering event for the Company’s intangible assets with indefinite useful lives. The uncertainty and volatility in the economic environment in which the Company operates could have an impact on the Company’s future growth and could result in future impairment charges. There is no assurance that actual cash flows or other assumptions for the this intangible will not significantly decline from these projections. |
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 June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Branded Services Brokerage services $ 122,973 $ 131,398 $ 249,995 $ 263,062 Branded merchandising services 108,625 111,569 213,772 218,432 Omni-commerce marketing services 90,742 103,677 187,627 200,439 International joint venture — 100,621 — 194,029 Total Branded Services revenue 322,340 447,265 651,394 875,962 Experiential Services Experiential services 319,508 285,174 626,859 542,341 Total Experiential Services revenue 319,508 285,174 626,859 542,341 Retailer Services Retailer merchandising services 183,128 184,581 354,715 373,636 Advisory services 32,064 33,472 70,776 71,260 Agency services 16,317 13,266 31,025 25,272 Total Retailer Services revenue 231,509 231,319 456,516 470,168 Total revenues $ 873,357 $ 963,758 $ 1,734,769 $ 1,888,471 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 and six months ended June 30, 2024 that were included in Deferred revenues as of December 31, 2023 were $ 3.5 million and $ 16.8 million, respectively. Revenues recognized during the three and six months ended June 30, 2023 included in Deferred revenues as of December 31, 2022 were $ 4.4 million and $ 14.5 million, respectively. |
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 Financial Accounting Standards Board (“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 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 and 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) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Disaggregation of Revenue | Disaggregated revenues were as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Branded Services Brokerage services $ 122,973 $ 131,398 $ 249,995 $ 263,062 Branded merchandising services 108,625 111,569 213,772 218,432 Omni-commerce marketing services 90,742 103,677 187,627 200,439 International joint venture — 100,621 — 194,029 Total Branded Services revenue 322,340 447,265 651,394 875,962 Experiential Services Experiential services 319,508 285,174 626,859 542,341 Total Experiential Services revenue 319,508 285,174 626,859 542,341 Retailer Services Retailer merchandising services 183,128 184,581 354,715 373,636 Advisory services 32,064 33,472 70,776 71,260 Agency services 16,317 13,266 31,025 25,272 Total Retailer Services revenue 231,509 231,319 456,516 470,168 Total revenues $ 873,357 $ 963,758 $ 1,734,769 $ 1,888,471 |
Held for Sale, Divestitures a_2
Held for Sale, Divestitures and Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operation, Additional Disclosures [Abstract] | |
Schedule of Discontinued Operations | The following table presents the summarized balance sheets of discontinued operations. (in thousands) June 30, 2024 December 31, 2023 Carrying amounts of major classes of assets Cash and cash equivalents $ — $ 5,641 Accounts receivable, net of allowance for expected credit losses of $ 418 and $ 2,834 , respectively 14,922 56,848 Prepaid and other current assets 882 6,839 Property and equipment, net 4,488 10,245 Goodwill 122,600 160,400 Other intangible assets, net 10,000 41,025 Investments in unconsolidated affiliates — 564 Other assets — 4,040 Total assets of discontinued operations (1) 152,892 285,602 Carrying amounts of major classes of liabilities Current portion of long-term debt $ — $ 306 Accounts payable 1,956 9,737 Accrued compensation and benefits 1,297 5,729 Other accrued expenses — 3,210 Deferred revenues 883 3,137 Long-term debt, net of current portion — 4,666 Other liabilities — 3,024 Total liabilities of discontinued operations (1) $ 4,136 $ 29,809 Total net assets of the disposal group classified as discontinued operations $ 148,756 $ 255,793 (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 June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Revenues $ 28,874 $ 73,297 $ 73,508 $ 160,567 Cost of revenues (exclusive of depreciation and amortization shown separately below) 20,308 57,212 55,527 132,506 Selling, general, and administrative expenses 10,042 3,646 12,578 6,844 Depreciation and amortization 1,883 4,261 4,491 8,821 (Gain) loss on divestitures ( 13,179 ) 1,158 ( 70,195 ) 17,655 Total operating expenses 19,054 66,277 2,401 165,826 Operating income (loss) from discontinued operations 9,820 7,020 71,107 ( 5,259 ) Other expenses: Interest expense, net 16 14 48 43 Total other expenses 16 14 48 43 Income (loss) before income taxes from discontinued operations 9,804 7,006 71,059 ( 5,302 ) (Benefit from) provision for income taxes from discontinued operations ( 2,377 ) 1,828 11,860 1,304 Net income (loss) from discontinued operations, net of tax 12,181 5,178 59,199 ( 6,606 ) Less: net income (loss) from discontinued operations attributable to noncontrolling interest — 7 2,192 ( 84 ) Net income (loss) from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ 12,181 $ 5,171 $ 57,007 $ ( 6,522 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 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 $ 252,809 $ 217,955 $ 239,427 $ 710,191 Impairment charge ( 99,670 ) — — $ ( 99,670 ) Balance at June 30, 2024 $ 153,139 $ 217,955 $ 239,427 $ 610,521 |
Summary Of Intangible Assets | The following tables set forth information for intangible assets: June 30, 2024 (amounts in thousands) Weighted Average Useful Life Gross Carrying Accumulated Accumulated Net Carrying Finite-lived intangible assets: Client relationships 14 years $ 2,282,633 $ 1,501,507 $ — $ 781,126 Trade names 10 years 88,600 57,923 — 30,677 Total finite-lived intangible assets 2,371,233 1,559,430 — 811,803 Indefinite-lived intangible assets: Trade name 1,480,000 — 828,500 651,500 Total other intangible assets $ 3,851,233 $ 1,559,430 $ 828,500 $ 1,463,303 December 31, 2023 (amounts in thousands) Weighted Average Useful Life Gross Carrying Accumulated Accumulated Net Carrying Finite-lived intangible assets: Client relationships 14 years $ 2,282,792 $ 1,417,570 $ — $ 865,222 Trade names 10 years 88,600 53,494 — 35,106 Total finite-lived intangible assets 2,371,392 1,471,064 — 900,328 Indefinite-lived intangible assets: Trade name 1,480,000 — 828,500 651,500 Total other intangible assets $ 3,851,392 $ 1,471,064 $ 828,500 $ 1,551,828 |
Summary Of Estimated Future Amortization Expenses Of Finite Lived Intangible Assets | As of June 30, 2024, estimated future amortization expense of the Company’s finite-lived intangible assets are as follows: (in thousands) Remainder of 2024 $ 88,260 2025 171,718 2026 169,230 2027 167,539 2028 133,088 Thereafter 81,968 Total amortization expense $ 811,803 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Long term Debt, Net of Current Portion | June 30, December 31, (in thousands) 2024 2023 Term Loan Facility $ 1,142,432 $ 1,149,057 Senior Secured Notes 665,500 743,000 Other notes 112 426 Total long-term debt 1,808,044 1,892,483 Less: current portion 13,275 13,274 Less: debt issuance costs 25,573 31,091 Long-term debt, net of current portion $ 1,769,196 $ 1,848,118 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 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: June 30, (in thousands) 2024 2023 Beginning of the period $ 18,355 $ 14,629 Changes in fair value 1,678 8,969 Payments ( 18,833 ) ( 6,082 ) End of the period $ 1,200 $ 17,516 |
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 June 30, 2024 Term Loan Facility $ 1,142,432 $ 1,195,261 Senior Secured Notes 665,500 654,865 Other notes 112 113 Total long-term debt $ 1,808,044 $ 1,850,239 (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. June 30, 2024 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Derivative financial instruments $ 15,796 $ — $ 15,796 $ — Total assets measured at fair value $ 15,796 $ — $ 15,796 $ — Liabilities measured at fair value Warrant liability $ 268 $ — $ 268 $ — Contingent consideration liabilities 1,200 — — 1,200 Total liabilities measured at fair value $ 1,468 $ — $ 268 $ 1,200 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 18,355 — — 18,355 Total liabilities measured at fair value $ 19,022 $ — $ 667 $ 18,355 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Summary Of Revenue And Operating Income | Discontinued 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 June 30, 2024 Revenues $ 322,340 $ 231,509 $ 319,508 $ 873,357 Depreciation and amortization $ 32,327 $ 7,975 $ 11,015 $ 51,317 Income from unconsolidated investments $ ( 566 ) $ — $ — $ ( 566 ) Impairment of goodwill $ 99,670 $ — $ — $ 99,670 Operating (loss) income from continuing operations $ ( 107,280 ) $ 9,568 $ 6,453 $ ( 91,259 ) Three Months Ended June 30, 2023 Revenues $ 447,265 $ 231,319 $ 285,174 $ 963,758 Depreciation and amortization $ 35,609 $ 7,866 $ 9,002 $ 52,477 Operating income from continuing operations $ 8,920 $ 1,526 $ 4,805 $ 15,251 (in thousands) Branded Services Retailer Services Experiential Services Total Six Months Ended June 30, 2024 Revenues $ 651,394 $ 456,516 $ 626,859 $ 1,734,769 Depreciation and amortization $ 64,314 $ 15,816 $ 20,935 $ 101,065 Loss from unconsolidated investments $ 123 $ — $ — $ 123 Impairment of goodwill $ 99,670 $ — $ — $ 99,670 Operating (loss) income from continuing operations $ ( 129,398 ) $ 5,378 $ 2,811 $ ( 121,209 ) Six Months Ended June 30, 2023 Revenues $ 875,962 $ 470,168 $ 542,341 $ 1,888,471 Depreciation and amortization $ 71,181 $ 15,775 $ 18,065 $ 105,021 Operating income from continuing operations $ 12,206 $ 6,589 $ 479 $ 19,274 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Restricted stock-based unit awards $ 4,891 $ 4,851 $ 9,144 $ 11,082 Other share-based awards 2,636 3,612 6,938 5,668 Total stock-based compensation before tax 7,527 8,463 16,082 16,750 Tax benefit ( 1,335 ) ( 1,991 ) ( 2,609 ) ( 4,558 ) Total stock-based compensation expense included in net income $ 6,192 $ 6,472 $ 13,473 $ 12,192 |
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. 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) 2024 532,443 1,064,885 2,129,770 $ 4.33 $ 4,309,790 2.8 years 2023 1,865,791 3,731,582 5,597,394 $ 2.09 $ 7,267,756 1.9 years 2022 108,460 216,919 216,919 $ 5.12 $ 262,243 0.9 years |
PSU[Member] | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of stock option plan activity | The following table summarizes the PSU activity for the six months ended June 30, 2024: Performance Share Units Weighted Average Grant Outstanding at January 1, 2024 7,339,129 $ 2.60 Granted 1,064,885 $ 4.33 Distributed ( 2,344,352 ) $ 3.33 Forfeited ( 1,497,456 ) $ 2.22 PSU performance adjustment 2,326,312 $ 2.08 Outstanding at June 30, 2024 6,888,518 $ 2.54 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of stock option plan activity | During the six months ended June 30, 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 5,839,499 $ 4.27 Distributed ( 5,976,160 ) $ 3.34 Forfeited ( 2,415,489 ) $ 2.79 Outstanding at June 30, 2024 15,686,473 $ 3.28 |
Employee Stock Option | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of stock option plan activity | During the six months ended June 30, 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 3,058,018 $ 4.33 Forfeited — $ — Cancelled/Expired — $ — Outstanding at June 30, 2024 20,433,018 $ 5.75 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, (in thousands, except share and earnings per share data) 2024 2023 2024 2023 Basic earnings per share computation: Numerator: Net loss from continuing operations $ ( 113,016 ) $ ( 13,024 ) $ ( 163,149 ) $ ( 48,918 ) Less: net income from continuing operations attributable to noncontrolling interest — 909 — 909 Net loss from continuing operations attributable to stockholders of Advantage Solutions Inc. $ ( 113,016 ) $ ( 13,933 ) $ ( 163,149 ) $ ( 49,827 ) Net income (loss) from discontinued operations, net of tax $ 12,181 $ 5,178 $ 59,199 $ ( 6,606 ) Less: net income (loss) from discontinued operations attributable to noncontrolling interest — 7 2,192 ( 84 ) Net income (loss) from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ 12,181 $ 5,171 $ 57,007 $ ( 6,522 ) Denominator: Weighted average common shares - basic 322,791,242 324,178,691 322,124,698 322,665,312 Basic loss per common share from continuing operations $ ( 0.35 ) $ ( 0.04 ) $ ( 0.51 ) $ ( 0.15 ) Basic earnings (loss) per common share from discontinued operations $ 0.04 $ 0.02 $ 0.18 $ ( 0.02 ) Basic earnings (loss) per common share from continuing operations attributable to stockholders of Advantage Solutions Inc. $ ( 0.35 ) $ ( 0.04 ) $ ( 0.51 ) $ ( 0.15 ) Basic earnings (loss) per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ 0.04 $ 0.02 $ 0.18 $ ( 0.02 ) Diluted earnings per share computation: Numerator: Net loss from continuing operations $ ( 113,016 ) $ ( 13,024 ) $ ( 163,149 ) $ ( 48,918 ) Less: net income from continuing operations attributable to noncontrolling interest — 909 — 909 Net loss from continuing operations attributable to stockholders of Advantage Solutions Inc. $ ( 113,016 ) $ ( 13,933 ) $ ( 163,149 ) $ ( 49,827 ) Net income (loss) from discontinued operations, net of tax $ 12,181 $ 5,178 $ 59,199 $ ( 6,606 ) Less: net income (loss) from discontinued operations attributable to noncontrolling interest — 7 2,192 ( 84 ) Net income (loss) from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ 12,181 $ 5,171 $ 57,007 $ ( 6,522 ) Denominator: Weighted average common shares - diluted 322,791,242 324,178,691 322,124,698 322,665,312 Diluted loss per common share from continuing operations $ ( 0.35 ) $ ( 0.04 ) $ ( 0.51 ) $ ( 0.15 ) Diluted earnings (loss) per common share from discontinued operations $ 0.04 $ 0.02 $ 0.18 $ ( 0.02 ) Diluted loss per common share from continuing operations attributable to stockholders of Advantage Solutions Inc. $ ( 0.35 ) $ ( 0.04 ) $ ( 0.51 ) $ ( 0.15 ) Diluted earnings (loss) per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ 0.04 $ 0.02 $ 0.18 $ ( 0.02 ) |
Organization and Significant _4
Organization and Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jan. 01, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative | |||||
Goodwill impairment | $ 99,670 | $ 0 | $ 99,670 | $ 0 | |
Indefinite lived intangible assets (excluding goodwill) fair value disclosure percentage | 6% | ||||
Contract with customers liability revenue recognised | 3,500 | $ 4,400 | 16,800 | $ 14,500 | |
Branded Services [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||
Goodwill impairment | 99,670 | $ 99,670 | |||
Branded Agencies [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||
Goodwill impairment | $ 99,700 | ||||
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 | $ 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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 873,357 | $ 963,758 | $ 1,734,769 | $ 1,888,471 |
Branded Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 322,340 | 447,265 | 651,394 | 875,962 |
Branded Services [Member] | Brokerage Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 122,973 | 131,398 | 249,995 | 263,062 |
Branded Services [Member] | Branded Merchandising Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 108,625 | 111,569 | 213,772 | 218,432 |
Branded Services [Member] | Omni Commerce Marketing Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 90,742 | 103,677 | 187,627 | 200,439 |
Branded Services [Member] | International Joint Venture [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 100,621 | 194,029 | ||
Experiential Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 319,508 | 285,174 | 626,859 | 542,341 |
Retailer Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 231,509 | 231,319 | 456,516 | 470,168 |
Retailer Services [Member] | Retailer Merchandising Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 183,128 | 184,581 | 354,715 | 373,636 |
Retailer Services [Member] | Advisory Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 32,064 | 33,472 | 70,776 | 71,260 |
Retailer Services [Member] | Agency Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 16,317 | $ 13,266 | $ 31,025 | $ 25,272 |
Held for Sale, Divestitures a_3
Held for Sale, Divestitures and Discontinued Operations - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 31, 2024 | Jan. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from sale | $ 65,200 | |||||
Net income (loss) from discontinued operations, net of tax | 12,181 | $ 5,178 | $ 59,199 | $ (6,606) | ||
Jun Group [Member] | Subsequent Event [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from sale of productive assets | $ 185,000 | |||||
Proceeds from sales of business | $ 130,000 | |||||
Related party transaction, Description | 12 and 18 months | |||||
Contingent consideration | $ 27,500 | |||||
Contingent consideration estimated adjustments | 5 | |||||
Jun Group [Member] | Installment One [Member] | Subsequent Event [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Contingent consideration | 22,500 | |||||
Jun Group [Member] | Installment Two [Member] | Subsequent Event [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Contingent consideration | $ 27,500 | |||||
2024 foodservice businesses held for sale [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from sale | $ 91,000 | |||||
Percentage of ownership stake sold | 7.50% | |||||
Net income (loss) from discontinued operations, net of tax | 12,181 | 5,178 | 59,199 | (6,606) | ||
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] | ||||||
Gain (Loss) on the sale | $ 13,200 | $ (1,200) | $ 70,200 | $ (17,700) |
Held for Sale, Divestitures a_4
Held for Sale, Divestitures and Discontinued Operations - Summary of Balance Sheets of Discontinued Operations (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Carrying amounts of major classes of liabilities | ||
Other liabilities | $ 0 | $ 7,140 |
Two Thousand And Twenty Four Foodservice Businesses Held For Sale [Member] | ||
Carrying amounts of major classes of assets | ||
Cash and cash equivalents | 0 | 5,641 |
Accounts receivable | 14,922 | 56,848 |
Prepaid and other current assets | 882 | 6,839 |
Property and equipment, net | 4,488 | 10,245 |
Goodwill | 122,600 | 160,400 |
Other intangible assets, net | 10,000 | 41,025 |
Investments in unconsolidated affiliates | 0 | 564 |
Other assets | 0 | 4,040 |
Total assets of discontinued operations | 152,892 | 285,602 |
Carrying amounts of major classes of liabilities | ||
Current portion of long-term debt | 0 | 306 |
Accounts payable | 1,956 | 9,737 |
Accrued compensation and benefits | 1,297 | 5,729 |
Other accrued expenses | 0 | 3,210 |
Deferred revenues | 883 | 3,137 |
Long-term debt, net of current portion | 0 | 4,666 |
Other liabilities | 0 | 3,024 |
Total liabilities of discontinued operations | 4,136 | 29,809 |
Total net assets of the disposal group classified as discontinued operations | $ 148,756 | $ 255,793 |
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 | Jun. 30, 2024 | Dec. 31, 2023 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable, net of allowances | $ 16,054 | $ 29,294 |
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 | $ 418 | $ 2,834 |
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
(Gain) loss on divestitures | $ 3,411 | $ 3,411 | ||
Net income (loss) from discontinued operations, net of tax | 12,181 | $ 5,178 | 59,199 | $ (6,606) |
Less: net income (loss) from discontinued operations attributable to noncontrolling interest | 0 | 7 | 2,192 | (84) |
Net income (loss) from discontinued operations attributable to stockholders of Advantage Solutions Inc. | 12,181 | 5,171 | 57,007 | (6,522) |
2024 foodservice businesses held for sale [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenues | 28,874 | 73,297 | 73,508 | 160,567 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 20,308 | 57,212 | 55,527 | 132,506 |
Selling, general, and administrative expenses | 10,042 | 3,646 | 12,578 | 6,844 |
Depreciation and amortization | 1,883 | 4,261 | 4,491 | 8,821 |
(Gain) loss on divestitures | (13,179) | 1,158 | (70,195) | 17,655 |
Total operating expenses | 19,054 | 66,277 | 2,401 | 165,826 |
Operating income (loss) from discontinued operations | 9,820 | 7,020 | 71,107 | (5,259) |
Interest expense, net | 16 | 14 | 48 | 43 |
Total other expenses | 16 | 14 | 48 | 43 |
Income (loss) before income taxes from discontinued operations | 9,804 | 7,006 | 71,059 | (5,302) |
(Benefit from) provision for income taxes from discontinued | (2,377) | 1,828 | 11,860 | 1,304 |
Net income (loss) from discontinued operations, net of tax | 12,181 | 5,178 | 59,199 | (6,606) |
Less: net income (loss) from discontinued operations attributable to noncontrolling interest | 0 | 7 | 2,192 | (84) |
Net income (loss) from discontinued operations attributable to stockholders of Advantage Solutions Inc. | $ 12,181 | $ 5,171 | $ 57,007 | $ (6,522) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Goodwill [Line Items] | |||||
Accumulated impairment losses | $ 2,100 | $ 2,100 | $ 2,000 | ||
Amortization expense | $ 44.2 | $ 47 | $ 88.5 | $ 94 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill [Line Items] | ||||
Opening balance | $ 710,191 | |||
Impairment Charges | $ (99,670) | $ 0 | (99,670) | $ 0 |
Closing balance | 610,521 | 610,521 | ||
Branded Services [Member] | ||||
Goodwill [Line Items] | ||||
Opening balance | 252,809 | |||
Impairment Charges | (99,670) | |||
Closing balance | 153,139 | 153,139 | ||
Retailer Services [Member] | ||||
Goodwill [Line Items] | ||||
Opening balance | 217,955 | |||
Impairment Charges | 0 | |||
Closing balance | 217,955 | 217,955 | ||
Experiential Services [Member] | ||||
Goodwill [Line Items] | ||||
Opening balance | 239,427 | |||
Impairment Charges | 0 | |||
Closing balance | $ 239,427 | $ 239,427 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-lived Intangible Assets [Roll Forward] | ||
Gross Carrying Value | $ 2,371,233 | $ 2,371,392 |
Accumulated Amortization | 1,559,430 | 1,471,064 |
Net Carrying Value | 811,803 | 900,328 |
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) | 3,851,233 | 3,851,392 |
Other Intangible Assets Accumulated Amortization | 1,559,430 | 1,471,064 |
Indefinite Lived Trade Names Impairment Charges | 828,500 | 828,500 |
Intangible Assets Impairement Charges | 828,500 | 828,500 |
Intangible Assets, Net (Including Goodwill) | $ 1,463,303 | $ 1,551,828 |
Client relationships [Member] | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Weighted Average Useful Life | 14 years | 14 years |
Gross Carrying Value | $ 2,282,633 | $ 2,282,792 |
Accumulated Amortization | 1,501,507 | 1,417,570 |
Net Carrying Value | $ 781,126 | $ 865,222 |
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 | 57,923 | 53,494 |
Net Carrying Value | $ 30,677 | $ 35,106 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Summary Of Estimated Future Amortization Expenses Of Finite Lived Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
Remainder of 2024 | $ 88,260 | |
2025 | 171,718 | |
2026 | 169,230 | |
2027 | 167,539 | |
2028 | 133,088 | |
Thereafter | 81,968 | |
Total amortization expense | $ 811,803 | $ 900,328 |
Debt - Summary of Long term Deb
Debt - Summary of Long term Debt, Net of Current Portion (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Disclosure [Line Items] | ||
Debt carrying amount | $ 1,808,044 | $ 1,892,483 |
Less: current portion | 13,275 | 13,274 |
Less: debt issuance costs | 25,573 | 31,091 |
Long-term debt, net of current portion | 1,769,196 | 1,848,118 |
Term Loan Facility [Member] | ||
Debt Disclosure [Line Items] | ||
Debt carrying amount | 1,142,432 | 1,149,057 |
Senior Secured Notes [Member] | ||
Debt Disclosure [Line Items] | ||
Debt carrying amount | 665,500 | 743,000 |
Other Notes [Member] | ||
Debt Disclosure [Line Items] | ||
Debt carrying amount | $ 112 | $ 426 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jul. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Apr. 30, 2024 | |
Short-Term Debt [Line Items] | ||||||
Repayment of minimum quarterly principal payments | $ 0 | $ 71,278,000 | ||||
Gain on repurchase of debt instrument | $ 4,700,000 | 5,000,000 | ||||
Term loan prepayment premium rate | 1% | |||||
Term Loan Facility [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Line of credit outstanding | $ 1,100,000,000 | $ 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 | 6,600,000 | $ 3,300,000 | 6,600,000 | ||
Debt instrument terms of interest payment | Interest on the Notes is payable semi-annually in arrears | |||||
Rate of interest | 6.50% | 6.50% | ||||
Debt instrument repurchased amount | $ 52,400,000 | $ 54,400,000 | ||||
Term Loan Facility [Member] | Subsequent Event [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument repurchased amount | $ 10,000,000 | |||||
Revolving Credit Facility [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Line of credit facility remaining borrowing capacity | $ 0 | $ 0 | ||||
Fee Percentage One [Member] | Revolving Credit Facility [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Line of credit unused commitment fee percentage | 0.25% | |||||
Fee Percentage Two [Member] | Revolving Credit Facility [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Line of credit unused commitment fee percentage | 0.375% | |||||
Base Rate [Member] | 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 | 4.25% | |||||
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 | 665,500,000 | $ 665,500,000 | ||||
Gain on repurchase of debt instrument | 2,400,000 | 5,100,000 | ||||
Debt instrument repurchased amount | $ 26,500,000 | $ 77,500,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Financial Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Assets measured at fair value | ||
Assets measured at fair value | $ 15,796 | $ 26,344 |
Liabilities measured at fair value | ||
Liabilities measured at fair value | 1,468 | 19,022 |
Contingent Consideration Liabilities [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 1,200 | 18,355 |
Warrant Liability [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 268 | 667 |
Derivative Financial Instruments [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | 15,796 | 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 | 15,796 | 26,344 |
Liabilities measured at fair value | ||
Liabilities measured at fair value | 268 | 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 | 268 | 667 |
Significant Other Observable Inputs (Level 2) [Member] | Derivative Financial Instruments [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | 15,796 | 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 | 1,200 | 18,355 |
Significant Other Unobservable Inputs (Level 3) [Member] | Contingent Consideration Liabilities [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 1,200 | 18,355 |
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 | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||||
Maximum credit loss exposure | $ 6.5 | $ 6.5 | |||
Interest Rate Cap [Member] | |||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||||
Gain (loss) related to changes in fair values of the forward contracts, Statement of Operations and Comprehensive Income [Extensible Enumeration] | Interest expense, net | Interest expense, net | Interest expense, net | Interest expense, net | |
Gain (loss) related to changes in fair values of the forward contracts | $ 1.2 | $ 11.4 | $ 5.4 | $ 9.5 | |
Derivative, notional amount | 950 | 950 | $ 950 | ||
Interest Rate Collar [Member] | |||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||||
Derivative, notional amount | 200 | 200 | |||
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 | $ 26.3 | ||||
Prepaid Expenses and Other Current Assets [Member] | Interest Rate Cap [Member] | |||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||||
Fair value of outstanding interest rate caps | $ 15.8 | $ 15.8 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Summarizes the Changes in the Carrying Value of Estimated Contingent Consideration Liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | ||
Beginning of the period | $ 18,355 | $ 14,629 |
Changes in fair value | 1,678 | 8,969 |
Payments | (18,833) | (6,082) |
End of the period | $ 1,200 | $ 17,516 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Summary of Financial Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | $ 1,808,044 | $ 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 | 1,850,239 | 1,966,335 |
Term Loan Credit Facility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | 1,142,432 | 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 | 1,195,261 | 1,221,012 |
Senior Secured Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | 665,500 | 743,000 |
Senior Secured 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 | 654,865 | 745,223 |
Other Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | 112 | 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 | $ 113 | $ 100 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transactions (Textual) | |||||
Revenues | $ 873,357 | $ 963,758 | $ 1,734,769 | $ 1,888,471 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Majority-Owned Subsidiary, Nonconsolidated [Member] | |||||
Related Party Transactions (Textual) | |||||
Revenues | $ 4,800 | 4,500 | $ 11,300 | 8,300 | |
Accounts Receivable | 1,100 | 1,100 | $ 3,700 | ||
Client 1 [Member] | |||||
Related Party Transactions (Textual) | |||||
Revenues | 1,200 | $ 1,100 | 2,500 | $ 2,000 | |
Accounts Receivable | 700 | 700 | 600 | ||
Client 2 [Member] | |||||
Related Party Transactions (Textual) | |||||
Revenues | 2,300 | 3,900 | |||
Accounts Receivable | $ 400 | $ 400 | $ 500 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rates from continuing operations, percent | 16.90% | 16.10% | ||
Shortfall of stock based compensation | $ 1.1 | $ 3.2 | ||
Deferred Tax Assets, Valuation Allowance | $ 1.1 | 1.1 | ||
Income tax expense from discontinued operations | $ 2.4 | $ 1.8 | $ 11.9 | $ 1.3 |
Segments - Summary Of Revenue A
Segments - Summary Of Revenue And Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 873,357 | $ 963,758 | $ 1,734,769 | $ 1,888,471 |
Depreciation and amortization | 51,317 | 52,477 | 101,065 | 105,021 |
(Income) loss from unconsolidated investments | (566) | 123 | 3,002 | |
Impairment of goodwill | 99,670 | 0 | 99,670 | 0 |
Operating (loss) income from continuing operations | (91,259) | 15,251 | (121,209) | 19,274 |
Branded Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 322,340 | 447,265 | 651,394 | 875,962 |
Depreciation and amortization | 32,327 | 35,609 | 64,314 | 71,181 |
(Income) loss from unconsolidated investments | (566) | 123 | ||
Impairment of goodwill | 99,670 | 99,670 | ||
Operating (loss) income from continuing operations | (107,280) | 8,920 | (129,398) | 12,206 |
Retailer Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 231,509 | 231,319 | 456,516 | 470,168 |
Depreciation and amortization | 7,975 | 7,866 | 15,816 | 15,775 |
Operating (loss) income from continuing operations | 9,568 | 1,526 | 5,378 | 6,589 |
Experiential Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 319,508 | 285,174 | 626,859 | 542,341 |
Depreciation and amortization | 11,015 | 9,002 | 20,935 | 18,065 |
Operating (loss) income from continuing operations | $ 6,453 | $ 4,805 | $ 2,811 | $ 479 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |
2020 Incentive Award Plan [Member] | |||
Unrecognized compensation expense | $ 9.4 | ||
Weighted-average period | 2 years 8 months 12 days | ||
Intrinsic value of all outstanding options | $ 4.8 | ||
Options exercised | 0 | 0 | |
Common stock, par or stated value per share | $ 3.22 | ||
Performance Stock Units [Member] | |||
Vesting period | 3 years | ||
Percentage of performance objective applicable to Revenue objective | 150% | ||
Performance Stock Units 2021 to 2023 [Member] | Minimum [Member] | |||
Vesting percentage | 0% | ||
Performance Stock Units 2021 to 2023 [Member] | Maximum [Member] | |||
Vesting percentage | 150% | ||
Performance Stock Units 2024 [Member] | Minimum [Member] | |||
Vesting percentage | 0% | ||
Performance Stock Units 2024 [Member] | Maximum [Member] | |||
Vesting percentage | 200% | ||
Restricted Stock Units (RSUs) [Member] | |||
Vesting period | 3 years | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 30.7 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 2 years 3 months 18 days | ||
Employee Stock Option [Member] | |||
Weighted-average period | 8 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of stock-based compensation expense and equity-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation before tax | $ 16,082 | $ 20,417 | ||
2020 Incentive Award Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Restricted stock-based unit awards | $ 4,891 | $ 4,851 | 9,144 | 11,082 |
Other share-based awards | 2,636 | 3,612 | 6,938 | 5,668 |
Total stock-based compensation before tax | 7,527 | 8,463 | 16,082 | 16,750 |
Tax benefit | (1,335) | (1,991) | (2,609) | (4,558) |
Total stock-based compensation expense included in net income | $ 6,192 | $ 6,472 | $ 13,473 | $ 12,192 |
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 | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||
Number of Shares Threshold | 532,443 | 1,865,791 | 108,460 |
Number of Shares Target | 1,064,885 | 3,731,582 | 216,919 |
Number of Shares Maximum | 2,129,770 | 5,597,394 | 216,919 |
Weighted Average Fair Value per Share | $ 4.33 | $ 2.09 | $ 5.12 |
Maximum Remaining Unrecognized Compensation Expense | $ 4,309,790 | $ 7,267,756 | $ 262,243 |
Weighted-average remaining requisite service periods | 2 years 9 months 18 days | 1 year 10 months 24 days | 10 months 24 days |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of PSU Activity (Details) - Performance Shares [Member] | 6 Months Ended |
Jun. 30, 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 | 1,064,885 |
Number of shares, Distributed | shares | (2,344,352) |
Number of shares, Forfeited | shares | (1,497,456) |
PSU performance adjustment | shares | 2,326,312 |
Ending balance | shares | 6,888,518 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 2.6 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 4.33 |
Weighted Average Grant Date Fair Value, Distributed | $ / shares | 3.33 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 2.22 |
Weighted Average Grant Date Fair Value, PSU performance adjustment | $ / shares | 2.08 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 2.54 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary Of Stock Option Plan Activity (Details) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Stock-based Compensation [Line Items] | |
Beginning balance | shares | 18,238,623 |
Number of shares, Granted | shares | 5,839,499 |
Number of shares, Distributed | shares | (5,976,160) |
Number of shares, Forfeited | shares | (2,415,489) |
Ending balance | shares | 15,686,473 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 2.92 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 4.27 |
Weighted Average Grant Date Fair Value, Distributed | $ / shares | 3.34 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 2.79 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 3.28 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Stock Option Under the plan (Details) - Employee Stock Option [Member] | 6 Months Ended |
Jun. 30, 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 | 3,058,018 |
Number of shares, Forfeited | shares | 0 |
Cancelled/Expired | shares | 0 |
Ending balance | shares | 20,433,018 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 6 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 4.33 |
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 | $ 5.75 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Reconciliation of Basic and Diluted Net Earnings (loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||
Net loss from continuing operations | $ (113,016) | $ (13,024) | $ (163,149) | $ (48,918) |
Less: net income from continuing operations attributable to noncontrolling interest | 0 | 909 | 0 | 909 |
Net loss from continuing operations attributable to stockholders of Advantage Solutions Inc. | (113,016) | (13,933) | (163,149) | (49,827) |
Net income (loss) from discontinued operations, net of tax | 12,181 | 5,178 | 59,199 | (6,606) |
Less: net income (loss) from discontinued operations attributable to noncontrolling interest | 0 | 7 | 2,192 | (84) |
Net income (loss) from discontinued operations attributable to stockholders of Advantage Solutions Inc. | $ 12,181 | $ 5,171 | $ 57,007 | $ (6,522) |
Weighted average common shares - basic | 322,791,242 | 324,178,691 | 322,124,698 | 322,665,312 |
Basic loss per common share from continuing operations | $ (0.35) | $ (0.04) | $ (0.51) | $ (0.15) |
Basic earnings (loss) per common share from discontinued operations | 0.04 | 0.02 | 0.18 | (0.02) |
Basic earnings (loss) per common share from continuing operations attributable to stockholders of Advantage Solutions Inc. | (0.35) | (0.04) | (0.51) | (0.15) |
Basic earnings (loss) per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc. | $ 0.04 | $ 0.02 | $ 0.18 | $ (0.02) |
Weighted-average common shares, outstanding | 322,791,242 | 324,178,691 | 322,124,698 | 322,665,312 |
Diluted loss per common share from continuing operations | $ (0.35) | $ (0.04) | $ (0.51) | $ (0.15) |
Diluted earnings (loss) per common share from discontinued operations | 0.04 | 0.02 | 0.18 | (0.02) |
Diluted loss per common share from continuing operations attributable to stockholders of Advantage Solutions Inc. | (0.35) | (0.04) | (0.51) | (0.15) |
Diluted earnings (loss) per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc. | $ 0.04 | $ 0.02 | $ 0.18 | $ (0.02) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Line Items] | ||||
Antidiluted shares (in shares) | 15,600,000 | 1,200,000 | 17,900,000 | 1,700,000 |
Performance Shares [Member] | ||||
Earnings Per Share [Line Items] | ||||
Antidiluted shares (in shares) | 6,000,000 | |||
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 | 18,578,321 | 18,578,321 |
Class of warrant or right exercise price of warrants or rights | $ 11.5 | $ 11.5 | $ 11.5 | $ 11.5 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2024 | Aug. 09, 2024 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | ||||||
Term loan | $ 1,808,044 | $ 1,892,483 | ||||
Term Loan Facility [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument repurchased amount | $ 52,400 | $ 54,400 | ||||
Subsequent Event [Member] | Term Loan Facility [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument repurchased amount | $ 10,000 | |||||
Term loan | $ 9,700 | |||||
Subsequent Event [Member] | Common Class A [Member] | 2021 Share Repurchase Program [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Open market purchases | $ 12,200 |