Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 15, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Entity Registrant Name | Advantage Solutions Inc. | ||
Entity Central Index Key | 0001776661 | ||
Amendment Flag | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K/A | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Document Annual 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 Public Float | $ 520.9 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Common Stock, Shares Outstanding | 318,449,966 | ||
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 | 18100 Von Karman Avenue | ||
Entity Address, Address Line Two | Suite 1000 | ||
Entity Address, City or Town | Irvine | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92612 | ||
City Area Code | 949 | ||
Local Phone Number | 797-2900 | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Description | Advantage Solutions Inc. (the “Company”) is filing this amended Form 10-K/A (“Form 10-K/A”) to amend our Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2021 (“Original Report”), to revise our consolidated financial statements and related footnote disclosures and financial statement schedule as of December 31, 2020 and for the year ended December 31, 2020. This Form 10-K/A also amends certain other Items in the Original Report, as listed in “Items Amended in this Form 10-K/A” below. | ||
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 $11.50 | ||
Trading Symbol | ADVWW | ||
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 204,301 | $ 184,224 |
Restricted cash | 15,665 | 14,801 |
Accounts receivable, net of allowance for expected credit losses of $16,377 and $15,107, respectively | 574,142 | 684,046 |
Prepaid expenses and other current assets | 105,643 | 69,420 |
Total current assets | 899,751 | 952,491 |
Property and equipment, net | 80,016 | 114,690 |
Goodwill | 2,163,339 | 2,116,696 |
Other intangible assets, net | 2,452,796 | 2,600,596 |
Investments in unconsolidated affiliates | 115,624 | 111,663 |
Other assets | 65,966 | 116,547 |
Total assets | 5,777,492 | 6,012,683 |
Current liabilities | ||
Current portion of long-term debt | 63,745 | 27,655 |
Accounts payable | 195,452 | 179,415 |
Accrued compensation and benefits | 142,136 | 136,645 |
Other accrued expenses | 121,758 | 128,835 |
Deferred revenues | 51,898 | 45,581 |
Total current liabilities | 574,989 | 518,131 |
Long-term debt, net of current portion | 2,029,328 | 3,172,087 |
Deferred income tax liabilities, net | 491,242 | 506,362 |
Warrant liability | 21,234 | |
Other long-term liabilities | 141,910 | 146,297 |
Total liabilities | 3,258,703 | 4,342,877 |
Commitments and contingencies (Note 17) | ||
Equity attributable to stockholders of Advantage Solutions Inc. | ||
Preferred stock, no par value, 10,000,000 shares authorized; none issued and outstanding as of December 31, 2020 and 2019, respectively | ||
Common stock, $0.0001 par value, 3,290,000,000 shares authorized; 318,425,182 and 203,750,000 shares issued; 313,425,182 shares and 203,750,000 shares outstanding as of December 31, 2020 and December 31, 2019, respectively | 32 | 20 |
Additional paid in capital | 3,348,546 | 2,337,471 |
Accumulated deficit | (921,101) | (745,295) |
Loans to Karman Topco L.P. | (6,316) | (6,244) |
Accumulated other comprehensive income (loss) | 674 | (8,153) |
Total equity attributable to stockholders of Advantage Solutions Inc. | 2,421,835 | 1,577,799 |
Nonredeemable noncontrolling interest | 96,954 | 92,007 |
Total stockholders' equity | 2,518,789 | 1,669,806 |
Total liabilities and stockholders' equity | $ 5,777,492 | $ 6,012,683 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts receivable, net of allowances | $ 16,377 | $ 15,107 |
Preferred stock, par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
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 | 318,425,182 | 203,750,000 |
Common stock, shares outstanding | 313,425,182 | 203,750,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 3,155,671 | $ 3,785,063 | $ 3,707,628 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 2,551,485 | 3,163,443 | 3,108,651 |
Selling, general, and administrative expenses | 306,282 | 175,373 | 152,493 |
Impairment of goodwill and indefinite-lived assets | 1,232,000 | ||
(Recovery from) loss on Take 5 | (7,700) | 79,165 | |
Depreciation and amortization | 238,598 | 232,573 | 225,233 |
Total expenses | 3,088,665 | 3,571,389 | 4,797,542 |
Operating income (loss) | 67,006 | 213,674 | (1,089,914) |
Other expenses: | |||
Change in fair value of warrant liability | 13,363 | ||
Interest expense, net | 234,044 | 232,077 | 229,643 |
Total other expenses | 247,407 | 232,077 | 229,643 |
Loss before income taxes | (180,401) | (18,403) | (1,319,557) |
(Benefit from) provision for income taxes | (5,331) | 1,353 | (168,334) |
Net loss | (175,070) | (19,756) | (1,151,223) |
Less: net income attributable to noncontrolling interest | 736 | 1,416 | 6,109 |
Net loss attributable to stockholders of Advantage Solutions Inc. | (175,806) | (21,172) | (1,157,332) |
Other comprehensive income (loss), net tax: | |||
Foreign currency translation adjustments | 8,827 | 5,497 | (8,961) |
Total comprehensive loss attributable to stockholders of Advantage Solutions Inc. | $ (166,979) | $ (15,675) | $ (1,166,293) |
Net loss per common share: | |||
Basic and diluted | $ (0.79) | $ (0.10) | $ (5.68) |
Weighted-average number of common shares: | |||
Basic and diluted | 223,227,833 | 203,750,000 | 203,750,000 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Previously Reported | Revision of Prior Period, Adjustment | Common Stock | Common StockPreviously Reported | Common StockRevision of Prior Period, Adjustment | Additional Paid-in Capital | Additional Paid-in CapitalPreviously Reported | Additional Paid-in CapitalRevision of Prior Period, Adjustment | Accumulated Retained Earnings | Accumulated Retained EarningsPreviously Reported | Loans to Parent | Loans to ParentPreviously Reported | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)Previously Reported | Advantage Solutions Inc. Stockholders' Equity | Advantage Solutions Inc. Stockholders' EquityPreviously Reported | Nonredeemable noncontrolling Interests | Nonredeemable noncontrolling InterestsPreviously Reported |
Balance at Dec. 31, 2017 | $ 2,847,366 | $ 2,847,366 | $ 20 | $ 20 | $ 2,345,340 | $ 2,345,360 | $ (20) | $ 433,209 | $ 433,209 | $ (248) | $ (248) | $ (4,689) | $ (4,689) | $ 2,773,632 | $ 2,773,632 | $ 73,734 | $ 73,734 | ||
Balance, Shares at Dec. 31, 2017 | 203,750,000 | 125 | 203,749,875 | ||||||||||||||||
Net (loss) income | (1,151,223) | (1,157,332) | (1,157,332) | 6,109 | |||||||||||||||
Foreign currency translation adjustments | (12,345) | (8,961) | (8,961) | (3,384) | |||||||||||||||
Total comprehensive (loss) income | (1,163,568) | (1,166,293) | 2,725 | ||||||||||||||||
Increase in noncontrolling interest | 588 | 588 | |||||||||||||||||
Redemption of noncontrolling interest | (1,393) | (1,196) | (1,196) | (197) | |||||||||||||||
Loans to Karman Topco L.P. | (5,802) | (5,802) | (5,802) | ||||||||||||||||
Equity-based compensation | (7,877) | (7,877) | (7,877) | ||||||||||||||||
Balance at Dec. 31, 2018 | 1,669,314 | $ 20 | 2,336,267 | (724,123) | (6,050) | (13,650) | 1,592,464 | 76,850 | |||||||||||
Balance, Shares at Dec. 31, 2018 | 203,750,000 | ||||||||||||||||||
Net (loss) income | (19,756) | (21,172) | (21,172) | 1,416 | |||||||||||||||
Foreign currency translation adjustments | 7,012 | 5,497 | 5,497 | 1,515 | |||||||||||||||
Total comprehensive (loss) income | (12,744) | (15,675) | 2,931 | ||||||||||||||||
Increase in noncontrolling interest | 12,749 | 12,749 | |||||||||||||||||
Redemption of noncontrolling interest | (632) | (109) | (109) | (523) | |||||||||||||||
Loans to Karman Topco L.P. | (194) | (194) | (194) | ||||||||||||||||
Equity-based compensation | 1,313 | 1,313 | 1,313 | ||||||||||||||||
Balance at Dec. 31, 2019 | 1,669,806 | $ 20 | 2,337,471 | (745,295) | (6,244) | (8,153) | 1,577,799 | 92,007 | |||||||||||
Balance, Shares at Dec. 31, 2019 | 203,750,000 | ||||||||||||||||||
Net (loss) income | (175,070) | (161,707) | $ (13,363) | (175,806) | (175,806) | 736 | |||||||||||||
Foreign currency translation adjustments | 13,038 | 8,827 | 8,827 | 4,211 | |||||||||||||||
Total comprehensive (loss) income | (162,032) | (166,979) | 4,947 | ||||||||||||||||
Recapitalization transaction, net of fees and deferred taxes | 921,302 | $ 11 | 921,302 | 921,302 | |||||||||||||||
Recapitalization transaction, net of fees and deferred taxes | 109,675,182 | ||||||||||||||||||
Issuance of performance shares | $ 1 | (1) | |||||||||||||||||
Issuance of performance shares, shares | 5,000,000 | ||||||||||||||||||
Loans to Karman Topco L.P. | (72) | (72) | (72) | ||||||||||||||||
Equity-based compensation | 89,774 | 89,774 | 89,774 | ||||||||||||||||
Balance at Dec. 31, 2020 | $ 2,518,789 | $ 2,540,023 | $ (21,234) | $ 32 | $ 3,348,546 | $ (921,101) | $ (6,316) | $ 674 | $ 2,421,835 | $ 96,954 | |||||||||
Balance, Shares at Dec. 31, 2020 | 318,425,182 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (175,070) | $ (19,756) | $ (1,151,223) |
Adjustments to reconcile net loss to net cash provided by operating activities | |||
Noncash interest expense | 15,550 | 18,980 | 19,120 |
Extinguishment costs related to repayment of First and Second Lien Credit Agreements | 11,275 | ||
Impairment of goodwill and long-lived assets | 1,232,000 | ||
Loss on Take 5 | 79,165 | ||
Depreciation and amortization | 238,598 | 232,573 | 225,233 |
Changes in fair value of warrant liability | 13,363 | ||
Fair value adjustments related to contingent consideration | 16,091 | 6,064 | (45,662) |
Deferred income taxes | (14,357) | (68,063) | (213,615) |
Equity-based compensation | 89,774 | 1,313 | (7,877) |
Equity in earnings of unconsolidated affiliates | (5,138) | (4,850) | (4,784) |
Distribution received from unconsolidated affiliates | 968 | 707 | 2,058 |
Loss on disposal of property and equipment | 21,091 | ||
Loss on divestiture | 1,033 | ||
Changes in operating assets and liabilities, net of effects from purchases of businesses: | |||
Accounts receivable | 116,105 | (33,290) | 73,693 |
Prepaid expense and other assets | 24,687 | 19,114 | (2,101) |
Accounts payable | 10,880 | 21,635 | (14,364) |
Accrued compensation and benefits | 4,514 | 19,417 | (2,930) |
Deferred revenues | 4,535 | 2,207 | 12,688 |
Other accrued expenses and other liabilities | (27,136) | (45,741) | (75,053) |
Net cash provided by operating activities | 345,730 | 151,343 | 126,348 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchase of businesses, net of cash acquired | (68,057) | (10,582) | (186,014) |
Purchase of investment in unconsolidated affiliates | (1,881) | (269) | |
Purchase of property and equipment | (30,946) | (52,419) | (47,162) |
Proceeds from divestiture | 1,750 | 2,000 | |
Return on investments from unconsolidated affiliates | 1,324 | ||
Net cash used in investing activities | (99,003) | (61,808) | (231,445) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Borrowings under lines of credit | 213,927 | 20,070 | 30,000 |
Payments on lines of credit | (164,828) | (19,697) | (30,000) |
Proceeds from accounts receivable securitization facility | 120,000 | ||
Payment under accounts receivable securitization facility | (120,000) | ||
Proceeds from issuance of long-term debt | 350,368 | ||
Proceeds from government loans for COVID-19 relief | 4,822 | ||
Proceeds from new borrowings under the New Senior Secured Credit Facilities | 2,100,000 | ||
Principal payments on long-term debt | (3,229,848) | (25,810) | (27,070) |
Proceeds from recapitalization, net of fees | 925,216 | ||
Settlement of Daymon credit agreement | (205,128) | ||
Contingent consideration payments | (18,314) | (21,172) | (26,811) |
Financing fees paid | (58,391) | (17,071) | |
Holdback payments | (2,736) | (1,224) | (845) |
Contribution from noncontrolling interest | 10,257 | ||
Redemption of noncontrolling interest | (632) | (3,303) | |
Net cash (used in) provided by financing activities | (230,152) | (38,208) | 70,140 |
Net effect of foreign currency fluctuations on cash | 4,366 | 3,179 | (9,146) |
Net change in cash, cash equivalents and restricted cash | 20,941 | 54,506 | (44,103) |
Cash, cash equivalents and restricted cash, beginning of period | 199,025 | 144,519 | 188,622 |
Cash, cash equivalents and restricted cash, end of period | 219,966 | 199,025 | 144,519 |
SUPPLEMENTAL CASH FLOW INFORMATION | |||
Cash payments for interest | 151,030 | 210,209 | 228,230 |
Cash payments for income taxes | 18,263 | 59,465 | 70,248 |
Non-cash proceeds from divestitures | 6,750 | ||
Purchase of property and equipment recorded in accounts payable and accrued expenses | 508 | $ 250 | $ 2,690 |
Deferred taxes related to transaction costs in connection with recapitalization | 3,968 | ||
Fair value of liability for private placement warrants acquired at Closing | 7,871 | ||
Note payable related to settlement of contingent consideration | $ 4,048 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | 1. Organization and Significant Accounting Policies On July 25, 2014, Advantage Solutions Inc. (“ASI Intermediate”) acquired Advantage Sales & Marketing Inc. (the “2014 Topco Acquisition”) from AGS Topco Holdings, L.P. and its private equity sponsor, Apax Partners. As a result of the 2014 Topco Acquisition, Advantage Sales & Marketing Inc. became a wholly owned indirect subsidiary of ASI Intermediate, of which Karman Topco L.P. (“Topco”) is the parent. The units of Topco are held by equity funds affiliated with or advised by CVC Capital Partners, Leonard Green & Partners, Juggernaut Capital Partners, Centerview Capital, L.P., Bain Capital and Yonghui Investment Limited, as well as by current and former members of the Company’s management. On September 7, 2020, ASI Intermediate entered into an agreement and plan of merger (as amended, modified, supplemented or waived, the “Merger Agreement”), with Conyers Park II Acquisition Corp., a Delaware corporation, now known as Advantage Solutions Inc. (“Conyers Park”), CP II Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Conyers Park (“Merger Sub”), and Topco. Conyers Park neither engaged in any operations nor generated any revenue. Based on Conyers Park’s business activities, it was a “shell company” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) On October 28, 2020 (the “Closing Date”), Conyers Park consummated the merger pursuant to the Merger Agreement, by and among Merger Sub, ASI Intermediate (“Legacy Advantage”), and Topco. Pursuant to the Merger Agreement, Merger Sub was merged with and into Legacy Advantage with Legacy Advantage being the surviving company in the merger as a wholly owned subsidiary of Conyers Park (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). On the Closing Date, and in connection with the closing of the Transactions (the “Closing”), Conyers Park changed its name to Advantage Solutions Inc. (the “Company” or “Advantage”) and ASI Intermediate changed its name to ASI Intermediate, Corp. As of the Closing, Topco received 203,750,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). Additionally, 5,000,000 shares of Class A common stock (“Performance Shares”) were issued to Topco at Closing, which were subject to vesting upon satisfaction of a market performance condition for any period of 20 trading days out of 30 consecutive trading days during the five-year period after the Closing, and Topco was not able to vote or sell such shares until vesting. Such Performance Shares vested on January 15, 2021 when the market performance condition was satisfied. In connection with the entry into the Merger Agreement, Conyers Park also entered into the Subscription Agreements with certain investors (the “PIPE Investors”), pursuant to which, among other things, Conyers Park agreed to issue and sell in a private placement shares of Conyers Park Class A common stock for a purchase price of $10.00 per share. The PIPE Investors, other than the Advantage Sponsors and their affiliates, have agreed to purchase an aggregate of 51,130,000 shares of Conyers Park Class A common stock. Certain of the Advantage Sponsors or their affiliates agreed to purchase an aggregate of 34,410,000 shares of Conyers Park Class A common stock, and, at their sole discretion. The shares of Conyers Park Class A common stock purchased by the PIPE Investors in the private placement are referred to as the “PIPE Shares” and the aggregate purchase price paid for the PIPE Shares is referred to as the “PIPE Investment Amount.” At the Closing, the PIPE Investment was consummated, and 85,540,000 shares of Class A common stock were issued for aggregate gross proceeds of $855.4 million. Further, as part of the Closing, Conyers Park’s public shareholders redeemed 32,114,818 shares of Class A common stock at a redemption price of $10.06 per share, resulting in a $323.1 million payment from Conyers Park’s trust account proceeds and 12,885,182 shares of Class A common stock of Conyers Park existing public stockholders remain outstanding. Additionally, 11,250,000 shares of Conyers Park Class B common stock, par value $0.0001 per share, held by CP Sponsor and its directors, automatically converted into shares of the Company’s Park Class A common stock. As of the Closing, the PIPE Investors, Conyers Park existing public stockholders, and CP Sponsor collectively held 109,675,182 shares of Class A common stock. The Merger was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Conyers Park is treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the current stockholder of Legacy Advantage, Topco, having a relative majority of the voting power of the combined entity, the operations of Legacy Advantage prior to the Merger comprising the only ongoing operations of the combined entity, and senior management of Legacy Advantage comprising the senior management of the combined entity. Accordingly, for accounting purposes, the financial statements of the combined entity represent a continuation of the financial statements of Legacy Advantage with the acquisition being treated as the equivalent of Legacy Advantage issuing stock for the net assets of Conyers Park, accompanied by a recapitalization. The net assets of Conyers Park are stated at historical cost, with no goodwill or other intangible assets recorded. The shares and net (loss) income per share available to holders of the Legacy Advantage’s common stock, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. In connection with the Merger, ASI Intermediate received $93.9 million from Conyers Park’s trust account balance after the payments of $323.1 million redemptions by Conyers Park public stockholders and of $37.3 million transaction expenses incurred by Conyers Park, net of deferred taxes of $3.9 million. ASI Intermediate incurred direct and incremental costs of approximately $24.0 million related to the equity issuance, consisting primarily of investment banking, legal, accounting and other professional fees, which were recorded to additional paid-in $39.8 million in transaction bonuses and $76.0 million in non-cash the Revision of Prior Period Financial Statements paid-in The Company is headquartered in Irvine, California and is a leading business solutions provider to consumer goods manufacturers and retailers. The Company is a provider of outsourced solutions to consumer goods companies and retailers. The Company’s common stock and warrants are now listed on the Nasdaq Global Select market under the symbol “ADV” and warrants to purchase the 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 and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its controlled subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The financial information set forth herein reflects: (a) the consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the years ended December 31, 2020, 2019, and 2018 and (b) the consolidated balance sheets as of December 31, 2020 and 2019. The consolidated financial statements for the years ended December 31, 2020, 2019, and 2018 reflect Topco’s basis in the assets and liabilities of the Company, as a result of the 2014 Topco Acquisition. The Company’s share in the earnings or losses for its joint ventures is reflected in “Investments in unconsolidated affiliates” and “Cost of revenues” in the Consolidated Balance Sheets and Consolidated Statements of Operations and Comprehensive Loss, respectively. All intercompany balances and transactions have been eliminated upon consolidation. Revision of Prior Period Financial Statements Based on the review of our historical accounting pursuant to Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (Topic 815) $7.9 million in warrant liability as a reduction to additional paid-in-capital $13.4 million for the year ended December 31, 2020 within the Consolidated Statements of Operations and Comprehensive Loss. This revision did not have an impact on the Company’s revenues, cash position, operating expenses or total operating, investing or financing cash flows as previously presented. The following presents a reconciliation of the Consolidated Balance Sheet, Consolidated Statement of Operations and Comprehensive Loss and Consolidated Statement of Cash Flows from the previous amounts reported to the revised amounts as of December 31, 2020 and for the year ended December 31, 2020. The Consolidated Statements of Stockholders’ Equity for the year ended December 31, 2020 has been revised for the revision impact to net loss. See the Consolidated Statement of Operations and Comprehensive Loss reconciliation tables below for additional information on the revision and impact to net loss. Consolidated Balance Sheet (in thousands) December 31, Adjustments December 31, (As Previously (As Revised) Warrant liability $ — $ 21,234 (a ) $ 21,234 Total liabilities $ 3,237,469 $ 21,234 $ 3,258,703 Additional paid in capital $ 3,356,417 $ (7,871 ) (a ) $ 3,348,546 Accumulated deficit $ (907,738 ) $ (13,363 ) (a ) $ (921,101 ) Total equity attributable to stockholders of Advantage Solutions Inc. $ 2,443,069 $ (21,234 ) $ 2,421,835 Total stockholders’ equity $ 2,540,023 $ (21,234 ) $ 2,518,789 Consolidated Statement of Operations (in thousands, except per share data) For the Year Adjustments For the (As Previously (As Revised) Change in fair value of warrant liability $ — $ 13,363 (a ) $ 13,363 Total other expenses $ 234,044 $ 13,363 $ 247,407 Loss before income taxes $ (167,038 ) $ (13,363 ) $ (180,401 ) Net loss $ (161,707 ) $ (13,363 ) $ (175,070 ) Net loss attributable to stockholder s $ (162,443 ) $ (13,363 ) $ (175,806 ) Total comprehensive loss attributable to stockholder s $ (153,616 ) $ (13,363 ) $ (166,979 ) Net loss per common share: Basic and diluted $ (0.73 ) $ (0.06 ) $ (0.79 ) Consolidated Statement of Cash Flows (in thousands) For the Year Adjustments For the CASH FLOWS FROM OPERATING ACTIVITIES (As Previously (As Revised) Net loss $ (161,707 ) $ (13,363 ) $ (175,070 ) Adjustments to reconcile net loss to net cash provided by operating activities Changes in fair value of warrant liability — 13,363 (a) 13,363 Net cash provided by operating activities $ 345,730 — $ 345,730 SUPPLEMENTAL CASH FLOW INFORMATION Fair value of liability for private placement warrants acquired at Closing $ — $ 7,871 (a ) $ 7,871 Description of revision adjustment (a) The adjustments reflect the revision to record the initial warrant liability of the private placement warrants and to remeasure the warrant liability to the fair value as of December 31, 2020. The initial fair value of the private placement warrants of $7.9 million was recorded on the Closing date as a warrant liability with a decrease to additional paid-in capital. Subsequently, the warrant liability was adjusted to fair value of $21.2 million and the difference of $13.4 million was reflected in “Change in fair value of warrant liability” in the Consolidated Statements of Operations and Comprehensive Loss and Consolidated Statement of Cash Flows. The applicable notes to the accompanying consolidated financial statements have also been revised to correct for the revision. Take 5 Matter On April 1, 2018, the Company acquired certain assets and assumed liabilities of Take 5 Media Group (“Take 5”) for total consideration of $81.6 million, including the fair value of contingent consideration of $4.6 million and holdback liabilities of $0.8 million. In June 2019, as a result of a review of internal allegations related to inconsistency of data provided by Take 5 to its clients, the Company commenced an investigation into Take 5’s operations. In July 2019, as a result of the Company’s investigation, the Company determined that revenue during the fiscal year ended December 31, 2018 attributable to the Take 5 business had been recognized for services that were not performed on behalf of clients of Take 5 and that inaccurate reports were made to Take 5 clients about those services (referred to as the “Take 5 Matter”). As a result of these findings, in July 2019, the Company terminated all operations of Take 5, including the use of its associated trade names and the offering of its services to its clients and offered refunds to Take 5 clients of collected revenues attributable to Take 5 since the Company’s acquisition of Take 5. The Company also determined that the amounts assigned to the assets of Take 5 acquired on the acquisition date had been improperly established based on inaccurate assumptions as to the fair value of the assets acquired and recorded a loss on Take 5 charge of $79.2 million in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2018. In May 2020, the Company received $7.7 million from its representation warranty and indemnity policy related to the Take 5 acquisition for claims related to the Take 5 Matter, the maximum aggregate recovery under the policy. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from such estimates. The most significant estimates include revenues, workers’ compensation and employee medical claim reserves, fair value of contingent consideration, leases, income taxes, equity-based compensation, derivative instruments and fair value considerations in applying purchase accounting and assessing goodwill and other asset impairments. Foreign Currency The Company’s reporting currency is U.S. dollars as that is the currency of the primary economic environment in which the Company operates. The Company translates the assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates in effect at the end of each period. Revenues and expenses for these subsidiaries are translated using rates that approximate those in effect during the period. Gains and losses from these translations are included in “Accumulated other comprehensive income (loss)” in the Consolidated Statements of Stockholders’ Equity. Transactions in foreign currencies other than the entities’ functional currency are converted using the rate of exchange at the date of transaction. The gains or losses arising from the revaluation of foreign currency transactions to functional currency are included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss. Unrealized foreign currency exchange gains and losses on certain intercompany transactions that are of a long-term investment nature (i.e., settlement is not planned or anticipated in the foreseeable future) are also recorded in accumulated other comprehensive income (loss) in stockholders’ equity. The Company reports gains and losses from foreign exchange rate changes related to intercompany receivables and payables that are of a long-term investment nature, in “Other comprehensive income (loss)” in the Consolidated Statements of Operations and Comprehensive Loss. These items represented net losses of $2.1 million, $2.9 million, and $4.4 million during the fiscal years ended December 31, 2020, 2019, and 2018, respectively. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and highly liquid investments having an original maturity of three months or less. The Company’s investments consist primarily of institutional money market funds and U.S. Treasury securities. The Company’s investments are carried at cost, which approximates fair value. The Company has restricted cash related to funds received from clients that will be disbursed at the direction of those clients. Corresponding liabilities have been recorded in “Other accrued expenses” in the Consolidated Balance Sheets. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Company’s consolidated balance sheets that sum to the total of the same such amounts shown in the Company’s Consolidated Statements of Cash Flows: December 31, 2020 2019 2018 (in thousands) Cash and cash equivalents $ 204,301 $ 184,224 $ 141,590 Restricted cash 15,665 14,801 2,929 Total cash, cash equivalents and restricted cash $ 219,966 $ 199,025 $ 144,519 Accounts Receivable and Expected Credit Losses Accounts receivable consist of amounts due from clients for services provided in normal business activities and are recorded at invoiced amounts. The Company measures expected credit losses against certain billed receivables based upon the latest information regarding whether invoices are ultimately collectible. Assessing the collectability of client receivables requires management judgment. The Company determines its expected credit losses by specifically analyzing individual accounts receivable, historical bad debts, client credit-worthiness, current economic conditions, and accounts receivable aging trends. Valuation reserves are periodically re-evaluated and adjusted as more information about the ultimate collectability of accounts receivable becomes available. Upon determination that a receivable is uncollectible, the receivable balance and any associated reserve is written off. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of accounts receivable and cash balances at various financial institutions. The Company maintains cash balances in accounts at various financial institutions. At times such cash balances may exceed federally insured limits. The Company has not experienced any losses in such accounts. Derivatives The Company uses derivative financial instruments to hedge interest rate and foreign exchange risk. Derivative instruments, used to hedge interest rates, consist of interest rate swaps and interest rate caps. Interest rate swap contracts involve the exchange of floating rate interest payment obligations for fixed interest rate payments without the exchange of the underlying principal amounts. Interest rate cap contracts limit the floating interest rate exposure to the indicative rate in the agreement. Derivatives are initially recognized at fair value on the date a contract is entered into and are subsequently re-measured at fair value. The fair values of derivatives are measured using observable market prices or, where market prices are not available, by using discounted expected future cash flows at prevailing interest and exchange rates. The Company does not designate these derivatives as hedges for accounting purposes, and as a result, all changes in the fair value of derivatives, used to hedge interest rates and foreign exchange risk, are recorded in “Interest expense” and in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss, respectively. These arrangements contain an element of risk in that the counterparties may be unable to meet the terms of such arrangements. In the event the counterparties are unable to fulfill their related obligations, the Company could potentially incur significant additional costs by replacing the positions at then current market rates. The Company manages its risk of exposure by limiting counterparties to those banks and institutions deemed appropriate by management. Property and Equipment Property and equipment are stated at cost, and the balances are presented net of accumulated depreciation. Depreciation expense is calculated using the straight-line method over the estimated useful lives of the assets. The following table provides the range of estimated useful lives used for each asset type: Leasehold improvements 3—10 years Furniture and fixtures 3—7 years Computer hardware and other equipment 3—5 years Software 3—5 years The Company capitalizes certain direct costs associated with the development and purchase of internal-use software within property and equipment. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the software, generally not exceeding five years. Leasehold improvements are amortized on a straight-line basis over the shorter of their respective lease terms or their respective estimated useful lives. The cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the Consolidated Balance Sheets and the resulting gain or loss is reflected in the “Cost of revenues” and “Selling, general, administrative expenses” within the Consolidated Statements of Operations and Comprehensive Loss, depending on the nature of the assets. Expenditures for maintenance and repairs are expensed as incurred, whereas expenditures for improvements and replacements are capitalized. Equity Method Investments Investments in companies in which the Company exercises significant influence over the operating and financial policies of the investee and are not required to be consolidated are accounted for using the equity method. The Company’s proportionate share of the net income or loss of equity method investments is included in results of operations and any dividends received reduce the carrying value of the investment. The excess of the cost of the Company’s investment over its proportionate share of the fair value of the net assets of the investee at the acquisition date is recognized as goodwill and included in the carrying amount of the investment. Goodwill in the equity method investments is not amortized. Gains and losses from changes in the Company’s ownership interests are recorded in results of operations until control is achieved. In instances in which a change in the Company’s ownership interest results in obtaining control, the existing carrying value of the investment is remeasured to the acquisition date fair value and any gain or loss is recognized in the Consolidated Statements of Operations and Comprehensive Loss. Distributions received from unconsolidated entities that represent returns on the investor’s investment are reported as cash flows from operating activities in the Company’s statement of cash flows. Cash distributions from unconsolidated entities that represent returns of the Company’s investment are reported as cash flows from investing activities. Business Combinations The Company accounts for business combinations using the acquisition method. Under this method, the purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill. Factors giving rise to goodwill generally include assembled workforce, geographic presence, expertise, and synergies that are anticipated as a result of the business combination, including enhanced product and service offerings. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows, quoted market prices and estimates made by management. The Company adjusts the preliminary purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date as the Company obtains more information as to facts and circumstances existing at the acquisition date impacting asset valuations and liabilities assumed. Goodwill acquired in business combinations is assigned to the reporting unit expected to benefit from the combination as of the acquisition date. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. Goodwill and Indefinite Lived Intangible Assets 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 reporting units, which are a component of an operating segment when they have similar economic characteristics, nature of services, types of client, distribution methods and regulatory environment. The Company has two reporting units, sales and marketing, which are also the Company’s operating segments. The Company tests its goodwill for impairment at the beginning of the fourth quarter of a given fiscal year and whenever events or changes in circumstances indicate that the carrying value of a reporting unit may exceed its fair value. The Company has the option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value before performing a quantitative impairment test. If the qualitative assessment indicates it is not more likely than not that the fair value of a reporting unit, as determined applying the quantitative impairment test described below, is less than the carrying amount, then there is no need to perform the quantitative impairment test. Upon performing the quantitative impairment test, if the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying value over the fair value is recognized as an impairment loss; however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit. The Company’s annual goodwill impairment assessment for the year ended December 31, 2020 was performed as of October 1, 2020. The Company utilizes a combination of income and market approaches to estimate the fair value of its reporting units. The income approach utilizes estimates of discounted cash flows of the reporting units, which requires assumptions for the reporting units’ revenue growth rates, operating margins, terminal growth rates, and discount rates all of which require significant management judgment. The market approach applies market multiples derived from the historical earnings data of selected guideline publicly-traded companies to the Company’s reporting units’ businesses to yield a second assumed value of each reporting unit, which requires significant management judgment. The guideline companies are first screened by industry group and then further narrowed based on the reporting units’ business descriptions, markets served, competitors, operating margins, and revenue size. Market multiples are then selected from within the range of these guideline companies multiples based on the subject reporting unit. These assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy (described in “Fair Value Measurements,” below). The Company based its fair value estimates on assumptions it believes to be reasonable but which are unpredictable and inherently uncertain. A change in these underlying assumptions would cause a change in the results of the tests and, as such, could cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future. Additionally, if actual results are not consistent with the estimates and assumptions or if there are significant changes to the Company’s planned strategy, it may cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future. The Company compares a weighted average of the output from the income and market approaches to the carrying value of each reporting unit. The Company also compares the aggregate estimated fair value of its reporting units to the estimated value of its total invested capital on a marketable basis. Based on the results of the Company’s quantitative impairment test performed for its reporting units, the Company determined that its goodwill is not impaired for the year ended December 31, 2020. The fair value of the sales reporting unit exceeded its carrying value by 8.3%. The fair value of the marketing reporting unit significantly exceeded its carrying value, which the Company defines as greater than 20%. The Company determined that no additional triggering events occurred that required the Company to perform an interim goodwill impairment test as of December 31, 2020. In performing the quantitative impairment test for the year ended December 31, 2019, the Company had also determined that its goodwill was not impaired. The fair value of the sales reporting unit exceeded its carrying value by 3.5%. The fair value of the marketing reporting unit significantly exceeded its carrying value. The Company determined that no additional triggering events occurred that required the Company to perform an interim goodwill impairment test as of December 31, 2019. Accordingly, no impairment related to the Company’s goodwill was recorded for the year ended December 31, 2019. During the year ended December 31, 2018, based on the results of the Company’s quantitative impairment test performed for the sales reporting unit, the Company recognized a $652.0 million non-cash goodwill impairment charge. While there was no single determinative event or factor, the consideration of the weight of evidence of several factors that developed during 2018 led the Company to conclude that it was more likely than not that the fair value of the sales reporting unit was below its carrying value. These factors included: (i) the decrease of revenues and profitability due to a large retailer revising its in-store retail merchandising program to restrict manufacturers’ ability to select any third-party outsource provider to perform unrestricted and unmonitored retail merchandising, (ii) the unrelated decrease of revenues and profitability related to reduced services from several clients in the grocery channel and foodservice channel, (iii) the combination of the Company’s completed third quarter and preliminary fourth quarter results being below management’s expectations, and (iv) the development and approval of the Company’s 2019 annual operating plan in the fourth quarter of 2018, which provided additional insights into expectations such as lower long-term revenue growth and profitability expectations. Based on these factors, the Company recorded the non-cash goodwill impairment charge in 2018, which has been reflected in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2018. As the sales reporting unit was written down to its respective fair value, there was zero excess fair value over its carrying amount as of December 31, 2018. Based on the results of the quantitative impairment test performed for the marketing reporting unit for 2018, the Company determined that the Company’s goodwill was not impaired for the marketing reporting unit for the year ended December 31, 2018. The fair value of the marketing reporting unit significantly exceeded its carrying value. The Company’s indefinite-lived intangible assets are its sales and marketing trade names. Intangible assets with indefinite useful lives are not amortized but tested annually, at the beginning of the fourth quarter, for impairment or more often if events occur or circumstances change that would create a triggering event. The Company has the option to perform a qualitative assessment of whether it is more likely than not that the indefinite-lived intangible asset’s fair value is less than its carrying value before performing a quantitative impairment test. The Company tests its indefinite-lived intangible assets for impairment using a relief from royalty method by comparing the estimated fair values of the indefinite-lived intangible assets with the carrying values. The estimates used in the determination of fair value are subjective in nature and involve the use of significant assumptions. These estimates and assumptions include |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | 2. Acquisitions 2020 Acquisitions The Company acquired five businesses during the year ended December 31, 2020, of which three were sales agencies and two marketing agencies in the United States. The acquisitions were accounted for under the acquisition method of accounting. As such, the purchase consideration for each acquired business was allocated to the acquired tangible and intangible assets and liabilities assumed based upon their respective fair values. Assets acquired and liabilities assumed in the business combination were recorded on the Company’s financial statements as of the acquisition date based upon the estimated fair value at such date. The excess of the purchase consideration over the estimated fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The allocation of the excess purchase price was based upon preliminary estimates and assumptions and is subject to revision when the Company receives final information. Accordingly, the measurement period for such purchase price allocations will end when the information, or the facts and circumstances, becomes available, but will not exceed twelve months. The results of operations of the business acquired by the Company have been included in the Consolidated Statements of Operations and Comprehensive Loss since the date of acquisition. The aggregate purchase price for the acquisitions referenced above was $88.1 million, which includes $68.0 million paid in cash, $14.8 million recorded as contingent consideration liabilities, and $5.3 million recorded as holdback amounts. Contingent consideration payments are determined based on future financial performance and payment obligations (as defined in the applicable purchase agreement) and recorded at fair value. The maximum potential payment outcome related to the acquisitions is $53.0 million. Holdback amounts are used to withhold a portion of the initial purchase price payment until certain post-closing conditions are satisfied and are typically settled within 24 months of the acquisition. The goodwill related to the acquisitions represented the value paid for the assembled workforce, geographic presence, and expertise. Of the resulting goodwill relating to these acquisitions, $26.7 million is deductible for tax purposes. The preliminary fair values of the identifiable assets and liabilities of the acquisitions completed during the year ended December 31, 2020, at the respective acquisition dates, are as follows: (in thousands) Consideration: Cash $ 68,057 Holdbacks 5,260 Fair value of contingent consideration 14,766 Total consideration $ 88,083 Recognized amounts of identifiable assets acquired and liabilities assumed: Assets Accounts receivable $ 3,542 Other assets 2,936 Property and equipment 321 Identifiable intangible assets 42,460 Total assets 49,259 Liabilities Total liabilities 4,569 Total identifiable net assets 44,690 Goodwill arising from acquisitions $ 43,393 Purchase price allocations are considered preliminary and subject to adjustment during the measurement period, which is up to one year from the acquisition date. The identifiable intangible assets are being amortized on a straight-line basis over their estimated useful lives. The preliminary fair value and estimated useful lives of the intangible assets acquired are as follows: (in thousands) Amount Weighted Client relationships $ 42,460 6 years The operating results of the businesses acquired during the year ended December 31, 2020 contributed total revenues of $64.3 million in the year ended December 31, 2020. The Company has determined that the presentation of net income or loss from the date of acquisition is impracticable due to the integration of the operations upon acquisition. During the year ended December 31, 2020, the Company incurred $0.2 million in transaction costs related to the acquisitions described above. These costs have been included in “Selling, general, and administrative expenses” in the Consolidated Statement of Operations and Comprehensive Loss. 2019 Acquisitions The Company acquired four businesses during fiscal year 2019, of which two were marketing agencies in the United States and two were sales agencies in the Europe. The acquisitions were accounted for under the acquisition method of accounting. As such, the purchase consideration for each acquired business was allocated to the acquired tangible and intangible assets and liabilities assumed based upon their respective fair values. Assets acquired and liabilities assumed in the business combination were recorded on the Company’s financial statements as of the acquisition date based upon the estimated fair value at such date. The excess of the purchase consideration over the estimated fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The allocation of the excess purchase price was based upon estimates and assumptions. The results of operations of the businesses acquired by the Company have been included in the Company’s consolidated financial statements since the date of the consummation of the acquisition. The aggregate purchase price for the acquisitions was $14.0 million, which includes $10.6 million paid in cash, $2.5 million recorded as contingent consideration liabilities, and $0.9 million recorded as holdback amounts. Contingent consideration payments are determined based on future financial performance and payment obligations (as defined in the applicable purchase agreement) and recorded at fair value. The maximum potential payment outcome related to the acquisitions referenced above is $10.7 million. Holdback amounts are used to withhold a portion of the initial purchase price payment until certain post-closing conditions are satisfied and are typically settled within 24 months of the acquisition. The goodwill related to the acquisitions represented the value paid for the assembled workforce, geographic presence, and expertise. Of the resulting goodwill relating to these acquisitions, $0.3 million is deductible for tax purposes. The fair values of the identifiable assets and liabilities of the acquisitions completed during the year ended December 31, 2019, at the respective acquisition dates, are as follows: (in thousands) Consideration: Cash $ 10,582 Holdbacks 915 Fair value of contingent consideration 2,519 Total consideration $ 14,016 Recognized amounts of identifiable assets acquired and liabilities assumed: Assets Accounts receivable $ 6,853 Other assets 1,390 Identifiable intangible assets 10,400 Total assets 18,643 Liabilities Accounts payable 2,138 Accrued compensation and benefits 2,478 Deferred revenue 1,258 Long-term debt 1,009 Deferred income tax liabilities 2,334 Noncontrolling interest and other liabilities 2,761 Total liabilities and noncontrolling interest 11,978 Total identifiable net assets 6,665 Goodwill arising from acquisitions $ 7,351 (in thousands) Amount Weighted Average Useful Life Client relationships $ 7,562 10 years Trade names 2,838 5 years Total identifiable intangible assets $ 10,400 The operating results of the businesses acquired during the year ended December 31, 2019 contributed total revenues of $17.3 million to the Company in such period. The Company has determined that the presentation of net income from the date of the respective acquisitions is impracticable due to the integration of the operations upon acquisition. During the year ended December 31, 2019, the Company incurred $0.4 million in transaction costs related to the acquisitions described above. These costs have been included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss. 2018 Acquisitions The Company acquired nine businesses during fiscal year 2018, of which four were sales agencies and five were marketing agencies in the United States. This included the acquisition of Take 5 in April 2018, which is discussed further in Note 1, Organization and Significant Accounting Policies The aggregate purchase price for the acquisitions, excluding Take 5, was $129.8 million, which includes $109.8 million paid in cash, $18.7 million recorded as contingent consideration liabilities, and $1.4 million recorded as holdback amounts. A $79.2 million loss on Take 5 was recognized in the Company’s Statement of Comprehensive Loss for the year ended December 31, 2018, which represents $76.2 million paid in cash for Take 5 and $3.0 million of acquired liabilities remaining. The maximum potential payment outcome related to the acquisitions referenced above is $127.0 million. The goodwill related to the acquisitions represented the value paid for the assembled workforce, geographic presence, and expertise. Of the resulting goodwill relating to these acquisitions, $45.1 million is deductible for tax purposes. The operating results of the businesses acquired during the year ended December 31, 2018 contributed total revenues of $29.6 million to the Company in such period. During the year ended December 31, 2018, the Company incurred $2.1 million in transaction costs related to the acquisitions described above. These costs have been included in “Selling, general, and administrative expenses” in the Consolidated Statements of Comprehensive Loss. Supplemental Pro Forma Information Supplemental information on a pro forma basis, presented as if the acquisitions executed during the period from January 1, 2018 to March 16, 2021 had been consummated as of the beginning of the comparative prior period, is as follows: Twelve Months Ended December 31, 2020 2019 2018 (in thousands, except per share data) Total revenues $ 3,181,224 $ 3,869,643 $ 3,772,569 Net loss attributable to stockholders of Advantage Solutions Inc. $ (169,507 ) $ (12,696 ) $ (1,152,738 ) Basic and diluted earnings per share $ (0.76 ) $ (0.06 ) $ (5.66 ) The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, the pro forma impact of acquisition costs which consisted of legal, advisory and due diligence fees and expenses, and the pro forma tax effect of the pro forma adjustments for the years ended December 31, 2020, 2019, and 2018. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 3. Goodwill and Intangible Assets Changes in goodwill for the years ended December 31, 2020 and 2019, are as follows: Sales Marketing Total (in thousands) Gross carrying amount as of December 31, 2019 $ 2,090,340 $ 678,356 $ 2,768,696 Accumulated impairment charge (1) (652,000 ) — (652,000 ) Balance at December 31, 2019 $ 1,438,340 $ 678,356 $ 2,116,696 Acquisitions 20,788 22,605 43,393 Foreign exchange translation effects 3,250 — 3,250 Balance at December 31, 2020 $ 1,462,378 $ 700,961 $ 2,163,339 Sales Marketing Total (in thousands) Gross carrying amount as of December 31, 2018 $ 2,085,684 $ 672,683 $ 2,758,367 Accumulated impairment charge (1) (652,000 ) — (652,000 ) Balance at December 31, 2018 $ 1,433,684 $ 672,683 $ 2,106,367 Acquisitions 2,948 4,403 7,351 Foreign exchange translation effects (418 ) 1,270 852 Foreign exchange translation effects 2,126 — 2,126 Balance at December 31, 2019 $ 1,438,340 $ 678,356 $ 2,116,696 (1) During the fiscal year ended December 31, 2018, the Company recognized a non-cash goodwill impairment charge of $652.0 million related to the Company’s sales reporting unit as a result of the Company’s annual evaluation of goodwill impairment test. The following tables set forth information for intangible assets: December 31, 2020 (in thousands) Weighted Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Carrying Value Finite-lived intangible assets: Client relationships 14 years $ 2,455,360 $ 977,140 $ — $ 1,478,220 Trade names 8 years 134,220 66,209 — 68,011 Developed technology 5 years 10,160 5,989 — 4,171 Covenant not to compete 5 years 6,100 3,706 — 2,394 Total finite-lived intangible assets 2,605,840 1,053,044 — 1,552,796 Indefinite-lived intangible assets: Trade names 1,480,000 — 580,000 900,000 Total other intangible assets $ 4,085,840 $ 1,053,044 $ 580,000 $ 2,452,796 December 31, 2019 (in thousands) Weighted Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Carrying Value Finite-lived intangible assets: Client relationships 14 years $ 2,408,573 $ 798,153 $ — $ 1,610,420 Trade names 8 years 132,844 52,485 — 80,359 Developed technology 5 years 10,160 3,957 — 6,203 Covenant not to compete 5 years 6,100 2,486 — 3,614 Total finite-lived intangible assets 2,557,677 857,081 — 1,700,596 Indefinite-lived intangible assets: Trade names 1,480,000 — 580,000 900,000 Total other intangible assets $ 4,037,677 $ 857,081 $ 580,000 $ 2,600,596 As of December 31, 2020, estimated future amortization expenses of the Company’s existing intangible assets are as follows: (in thousands) 2021 195,704 2022 193,094 2023 189,512 2024 188,549 2025 183,401 Thereafter 602,536 Total amortization expense $ 1,552,796 The Company recorded all intangible assets at their respective fair values and assessed the useful lives of the assets. Client relationships were valued using the multi-period excess earnings method under the income approach. The values of client relationships are generally regarded as the estimated economic benefit derived from the incremental revenues and related cash flow as a direct result of the client relationships in place versus having to replicate them. Further, the Company evaluated the legal, regulatory, contractual, competitive, economic or other factors in determining the useful life. Trade names were valued using the relief-from-royalty method under the income approach. This method relies on the premise that, in lieu of ownership, a company would be willing to pay a royalty to obtain access to the use and benefits of the trade names. The Company has considered its sales and marketing trade names related to the 2014 Topco Acquisition to be indefinite, as there is no foreseeable limit on the period of time over which such trade names are expected to contribute to the cash flows of the reporting entity. Further, the Company evaluated legal, regulatory, contractual, competitive, economic and other factors in determining the useful life. In connection with the acquisitions during the years ended December 31, 2020 and 2019, the Company recorded intangible assets of $42.5 million and $10.4 million, respectively. Amortization expenses included in the Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2020, 2019 and 2018 were $191.2 million, $189.9 million, and $188.8 million, respectively. No impairment related to the Company’s intangible assets was recorded for the years ended December 31, 2020 and 2019. During the fiscal year ended December 31, 2018, the Company recognized a non-cash intangible asset impairment charge of $580.0 million related to the Company’s indefinite-lived sales trade name in connection with the annual intangible impairment test (as further described in Note 1, Organization and Significant Account Policies |
Prepaid and Other Assets
Prepaid and Other Assets | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and Other Assets | 4. Prepaid and Other Assets Prepaid and other current assets consist of the following: December 31, (in thousands) 2020 2019 Inventory $ 44,185 $ 25,163 Prepaid expenses 31,792 25,136 Taxes 11,006 326 Miscellaneous receivables 9,244 9,500 Interest rate cap 1,824 — Workers’ compensation receivables 881 1,109 Other current assets 6,711 8,186 Total prepaid expenses and other current assets $ 105,643 $ 69,420 December 31, (in thousands) 2020 2019 Operating lease right-of-use assets $ 49,773 $ 93,924 Deposits 6,986 8,364 Contingent consideration receivable — 6,120 Workers’ compensation receivable 4,400 5,583 Other long-term assets 4,807 2,556 Total other assets $ 65,966 $ 116,547 Inventories are stated at the lower of cost and net realizable value. Costs are determined on the first-in, first-out basis. The Company records write-downs of inventories which are obsolete or in excess of anticipated demand or net realizable value based on a consideration of marketability, historical sales and demand forecasts which consider the assumptions about future demand and market conditions. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment consist of the following: December 31, (in thousands) 2020 2019 Software $ 106,250 $ 126,796 Computer hardware 69,428 76,558 Leasehold improvements 32,584 54,293 Furniture, fixtures, and other 16,736 28,868 Total property and equipment 224,998 286,515 Less: accumulated depreciation (144,982 ) (171,825 ) Total property and equipment, net $ 80,016 $ 114,690 Depreciation expense was $45.1 million, $42.7 million, and $36.4 million related to property and equipment for the years ended December 31, 2020, 2019, and 2018, respectively. The Company commenced a plan to strategically exit certain offices during the year ended December 31, 2020. In enacting the plan, the Company recognized $21.1 million of loss primarily related to disposal of property and equipment from abandoning several office leases for the year ended December 31, 2020. |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | 6. Other Liabilities Other accrued expenses consist of the following: December 31, 2020 2019 (in thousands) Interest rate cap and accrued interest payable $ 25,266 $ 1,520 Operating lease liability 20,894 34,072 Rebates due to retailers 11,246 6,979 Contingent consideration 10,733 24,502 Client deposits 10,706 8,674 Client refunds related to the Take 5 Matter 9,417 14,946 Employee insurance reserves 8,759 9,418 Taxes 6,602 6,342 Holdbacks 5,764 2,630 Note payable related to contingent consideration 4,048 9,385 Restructuring charges 1,344 2,615 Other accrued expenses 6,979 7,752 Total other accrued expenses $ 121,758 $ 128,835 Other long-term liabilities consist of the following: December 31, 2020 2019 (in thousands) Operating lease liability $ 44,737 $ 84,902 Contingent consideration 35,168 23,147 Workers’ compensation and other insurance reserves 30,552 29,718 Deferred employer social security taxes 24,034 — Interest rate cap 900 2,294 Holdbacks 504 926 Taxes 525 525 Other long-term liabilities 5,490 4,785 Total other long-term liabilities $ 141,910 $ 146,297 Under the workers’ compensation programs, the estimated liability for claims incurred but unpaid at December 31, 2020 and 2019 were $56.2 million and $55.9 million, respectively. These amounts include reported claims as well as claims incurred but not reported. As of December 31, 2020, $25.6 million and $30.6 million of this liability was included in the “Accrued compensation and benefits” and “Other long-term liabilities” in the Consolidated Balance Sheets, respectively. As of December 31, 2019, $26.2 million and $29.7 million of this liability was included in the “Accrued compensation and benefits” and “Other long-term liabilities” in the Consolidated Balance Sheets, respectively. In connection with its deductible limits, the Company has standby letters-of-credit $60.7 million and $63.5 million, respectively, and a $7.5 million surety bond as of December 31, 2020 supporting the estimated unpaid claim liabilities. The CARES Act (as further described in Note 15, Income Taxes million of this liability was included in the “Accounts payable” and “Other long-term liabilities”, respectively, in the Consolidated Balance Sheets. Contingent Consideration Liabilities Each reporting period, the Company measures the fair value of its contingent liabilities by evaluating the significant unobservable inputs and probability weightings using Monte Carlo simulations. Any resulting decreases or increases in the fair value result in a corresponding gain or loss reported in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss. The Company has reassessed the fair value of contingent consideration, noting that as of December 31, 2020, projected EBITDA related to acquisitions, which was anticipated to contribute to measurement period EBITDA, was higher than expected. This reassessment resulted in a fair value adjustment of a $7.2 million loss that was included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss. The remaining change in fair value for the year ended December 31, 2020 was due to present value accretion that was included in “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive Loss. As of December 31, 2020, the maximum potential payment outcomes were $286.2 million. The Company had unsecured loan notes in aggregate of $4.0 million outstanding as of December 31, 2020 to settle contingent considerations related to 2017 sales acquisitions, which is included in “Other accrued expenses” in the Consolidated Balance Sheets. The following table summarizes the changes in the carrying value of estimated contingent consideration liabilities: Year Ended December 31, (in thousands) 2020 2019 Beginning of the period $ 47,649 $ 85,977 Fair value of acquisitions 14,766 2,519 Payments (21,875 ) (37,100 ) Note issuance for settlements (4,048 ) (9,385 ) Changes in fair value 9,971 6,064 Foreign exchange translation effects (562 ) (426 ) End of the period $ 45,901 $ 47,649 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt December 31, 2020 December 31, 2019 (in thousands) New Term Loan Facility $ 1,325,000 $ — Notes 775,000 — First Lien Term Loan — 2,467,529 Second Lien Term Loan — 760,000 New Revolving Credit Facility 50,000 — Notes payable and deferred obligations 3,618 2,053 2,153,618 3,229,582 Less: current portion 63,745 27,655 Less: debt issuance costs 60,545 29,840 Long-term debt, net of current portion $ 2,029,328 $ 3,172,087 First Lien Credit Agreement, Second Lien Credit Agreement, and AR Facility On July 25, 2014, certain subsidiaries of the Company entered into the following credit facilities with different syndicates of lenders in connection with the 2014 Topco Acquisition: • a first lien credit agreement (the “First Lien Credit Agreement”) that provided for: • a $200.0 million revolving line of credit (the “Revolving Credit Facility”), of which up to $75.0 million may be used for letters of credit, • a $1.8 billion term loan facility (the “Initial First Lien Term Loans”), • commitments for an additional $60.0 million of unfunded delayed draw term loans (the “Delayed Draw Commitments”), and • uncommitted incremental revolving and first lien term loan facilities, subject to certain incurrence tests; and • a second lien credit agreement (the “Second Lien Credit Agreement”) that provided for: • a $760.0 million term loan facility (the “Second Lien Term Loans”), and • uncommitted incremental second lien term loan facilities, subject to certain incurrence tests. The Company incurred $1.8 billion of Initial First Lien Term Loans and $760.0 million of Second LienTerm Loans in July 2014, and used the proceeds to finance the 2014 Topco Acquisition and to pay related fees and expenses. The Company incurred an aggregate of $60.0 million of additional first lien term loans under the Delayed Draw Commitments in September and November 2014, and used the proceeds to finance certain acquisitions and to pay related fees and expenses. The Company incurred $150.0 million of additional first lien term loans under the incremental facilities in April 2015 and used the proceeds to finance additional acquisitions, pay related fees and expenses, repay loans under the Revolving Credit Facility and for general corporate purposes. The Company also uses the Revolving Credit Facility to maintain various letters of credit. In May 2017, the Company incurred $225.0 million of additional First Lien Term Loans and extended the termination with respect to a $150.0 million portion of the Company’s Revolving Credit Facility (the “Series A Revolving Loan Facility”) from July 25, 2019 to April 23, 2021. The proceeds were used to finance additional acquisitions, to repay existing loans under the Revolving Credit Facility and for general corporate purposes. From time to time the Borrower has incurred and repaid loans under the Revolving Credit Facility, and those borrowings generally are used for working capital purposes and to fund acquisitions. The Borrower also uses the Revolving Credit Facility (including the Series A Revolving Loan Facility) to issue letters of credit on the Borrower and its subsidiaries’ behalf. In February 2018, the Borrower executed the Third Amendment to First Lien Credit Agreement, which amended the First Lien Credit Agreement to enable the Borrower to incur the Incremental First Lien Term Loans in an aggregate principal amount of $350.0 million. The Borrower used the proceeds of the Incremental Term Loans to pay for the refinancing of all existing indebtedness of Daymon, finance additional acquisitions, and for general corporate purposes. As of December 31, 2019, the Company had $2.5 billion of debt outstanding under the First Lien Term Loan and $760 million of debt outstanding under the Second Lien which were scheduled to mature in July 2021 and July 2022, respectively. In April 2020, the Company entered into an accounts receivable securitization facility under which accounts receivable of certain domestic subsidiaries are sold on a non-recourse basis to a special purpose entity (“SPE”), which is a bankruptcy-remote, consolidated subsidiary of the Company. Accordingly, the assets of the SPE are not available to satisfy the obligations of the Company or any of its subsidiaries. From time to time, the SPE may finance such accounts receivable with a revolving loan facility secured by a pledge of such accounts receivable. The amount of outstanding borrowings on the revolving loan facility at any one time is limited to $300.0 million. The agreement governing the accounts receivable securitization facility provides for an initial three-year term and may be extended and contains certain covenants and termination events. An occurrence of an event of default or a termination event under the accounts receivable securitization facility may give rise to the right of its counterparty to terminate this facility. On April 27, 2020 the Company obtained $120.0 million under its accounts receivable securitization facility, representing the minimum funding threshold of 60.0% of the $200.0 million borrowing base. The Company guaranteed the performance of the obligations of its subsidiaries that sell and service the account receivable under the accounts receivable securitization facility. In accordance with the terms of the accounts receivable securitization facility, the Company may use the borrowings for working capital, general corporate or other purposes permitted thereunder. In connection with the Merger, $3.3 billion of the Company’s debt arrangements under the First Lien Credit Agreement, Second Lien Credit Agreement, and AR Facility that existed in 2020 (collectively, the “Credit Facilities”) were repaid and terminated, with incremental costs of $86.8 million. Of these fees, $56.7 million were capitalized and recorded as deferred debt issuance costs and $30.1 million were expensed. As of the time of the repayment, there were $16.7 million of unamortized fees related to the Credit Facilities. Of these fees, $5.4 million fees continued to be capitalized as deferred issuance costs and $11.3 million were expensed as a loss on the extinguishment of debt. All expensed fees are included in “Interest expense, net,” in the Consolidated Statements of Operations and Comprehensive Loss. Fees related to the issuance or refinancing of long-term debt capitalized are amortized over the term of the debt using the effective interest rate method. The amortization of deferred debt issuance costs is included in “Interest expense, net,” in the Consolidated Statements of Operations and Comprehensive Loss and amounted to $14.8 million, $16.9 million, and $15.3 million for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, “Long-term debt” in the Consolidated Balance Sheets included debt issuance costs of $62.1 million less accumulated amortization of $1.6 million. New Senior Secured Credit Facilities In connection with the consummation of the Transaction, Advantage Sales & Marketing Inc., an indirect wholly-owned subsidiary of the Company (the “Borrower”) entered into (i) a new senior secured asset-based revolving credit facility in an aggregate principal amount of up to $400.0 million, subject to borrowing base capacity (the “New Revolving Credit Facility”) and (ii) a new secured first lien term loan credit facility in an aggregate principal amount of $1.325 billion (the “New Term Loan Facility” and together with the New Revolving Credit Facility, the “New Senior Secured Credit Facilities”). New Revolving Credit Facility The New Revolving Credit Facility provides for revolving loans and letters of credit in an aggregate amount of up to $400.0 million, subject to borrowing base capacity. Letters of credit are limited to the lesser of (a) $150.0 million and (b) the aggregate unused amount of commitments under the New Revolving Credit Facility then in effect. Loans under the New Revolving Credit Facility may be denominated in either U.S. dollars or Canadian dollars. Bank of America, N.A., will act as administrative agent and ABL Collateral Agent. The New Revolving Credit Facility matures five years after the date the Company enters into our New Revolving Credit Facility. The Borrower may use borrowings under the New Revolving Credit Facility to fund working capital and for other general corporate purposes, including permitted acquisitions and other investments. Borrowings under the New Revolving Credit Facility are limited by borrowing base calculations based on the sum of specified percentages of eligible accounts receivable plus specified percentages of qualified cash, minus the amount of any applicable reserves. Borrowings will bear interest at a floating rate, which can be either an adjusted Eurodollar rate plus an applicable margin or, at the Borrower’s option, a base rate plus an applicable margin. The applicable margins for the New Revolving Credit Facility are 2.00%, 2.25% or 2.50%, with respect to Eurodollar rate borrowings and 1.00%, 1.25% or 1.50%, with respect to base rate borrowings, in each case depending on average excess availability under the New Revolving Credit Facility. The Borrower’s ability to draw under the New Revolving Credit Facility or issue letters of credit thereunder will be conditioned upon, among other things, the Borrower’s delivery of prior written notice of a borrowing or issuance, as applicable, the Borrower’s ability to reaffirm the representations and warranties contained in the credit agreement governing the New Revolving Credit Facility and the absence of any default or event of default thereunder. The Borrower’s obligations under the New Revolving Credit Facility are guaranteed by Karman Intermediate Corp. (“Holdings”) and all of the Borrower’s direct and indirect wholly owned material U.S. subsidiaries (subject to certain permitted exceptions) and Canadian subsidiaries (subject to certain permitted exceptions, including exceptions based on immateriality thresholders of aggregate assets and revenues of Canadian subsidiaries) (the “Guarantors”). The New Revolving Credit Facility is secured by a lien on substantially all of Holdings’, the Borrower’s and the Guarantors’ assets (subject to certain permitted exceptions). The New Revolving Credit Facility has a first-priority lien on the current asset collateral and a second-priority lien on security interests in the fixed asset collateral (second in priority to the liens securing the Notes and the New Term Loan Facility discussed below), in each case, subject to other permitted liens. The New Revolving Credit Facility has the following fees: (i) an unused line fee of 0.375% or 0.250% per annum of the unused portion of the New Revolving Credit Facility, depending on average excess availability under the New Revolving Credit Facility; (ii) a letter of credit participation fee on the aggregate stated amount of each letter of credit equal to the applicable margin for adjusted Eurodollar rate loans, as applicable; and (iii) certain other customary fees and expenses of the lenders and agents thereunder. The New Revolving Credit Facility contains customary covenants, including, but not limited to, restrictions on the Borrower’s ability and that of its subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, pay dividends, sell or otherwise transfer assets, optionally prepay or modify terms of any junior indebtedness, enter into transactions with affiliates or change its line of business. The New Revolving Credit Facility will require the maintenance of a fixed charge coverage ratio (as set forth in the credit agreement governing the New Revolving Credit Facility) of 1.00 to 1.00 at the end of each fiscal quarter when excess availability is less than the greater of $25.0 million and 10% of the lesser of the borrowing base and maximum borrowing capacity. Such fixed charge coverage ratio will be tested at the end of each quarter until such time as excess availability exceeds the level set forth above. The New Revolving Credit Facility provides that, upon the occurrence of certain events of default, the Borrower’s obligations thereunder may be accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders thereunder, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy, insolvency, corporate arrangement, winding-up, liquidation or similar proceedings, material money judgments, material pension-plan events, certain change of control events and other customary events of default. New Term Loan Facility The New Term Loan Facility consists of a term loan facility denominated in US dollars in an aggregate principal amount of $1.325 billion. Borrowings under the New Term Loan Facility amortize in equal quarterly installments in an amount equal to 1.00% per annum of the principal amount. Borrowings will bear interest at a floating rate, which can be either an adjusted Eurodollar rate plus an applicable margin or, at the Borrower’s option, a base rate plus an applicable margin. The applicable margins for the New Term Loan Facility are 5.25% with respect to Eurodollar rate borrowings and 4.25% with respect to base rate borrowings. The Borrower may voluntarily prepay loans or reduce commitments under the New Term Loan Facility, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty (other than a 1.00% premium on any prepayment in connection with a repricing transaction prior to the date that is twelve months after the date we entered into the New Term Loan Facility). The Borrower will be required to prepay the New Term Loan Facility with 100% of the net cash proceeds of certain asset sales (such percentage subject to reduction based on the achievement of specific first lien net leverage ratios) and subject to certain reinvestment rights, 100% of the net cash proceeds of certain debt issuances and 50% of excess cash flow (such percentage subject to reduction based on the achievement of specific first lien net leverage ratios). The Borrower was not required to make any excess cash flow payment for the year ended December 31, 2020, and the Borrower did not make any other mandatory or voluntary prepayments of the New Term Loan Facility for the year ended December 31, 2020. The Borrower’s obligations under the New Term Loan Facility are guaranteed by Holdings and the Guarantors. The New Term Loan Facility is secured by a lien on substantially all of Holdings’, the Borrower’s and the Guarantors’ assets (subject to certain permitted exceptions). The New Term Loan Facility has a first- priority lien on the fixed asset collateral (equal in priority with the liens securing the Notes) and a second-priority lien on the current asset collateral (second in priority to the liens securing the New Revolving Credit Facility), in each case, subject to other permitted liens. The New Term Loan Facility contains certain customary negative covenants, including, but not limited to, restrictions on the Borrower’s ability and that of its restricted subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, pay dividends or make other restricted payments, sell or otherwise transfer assets or enter into transactions with affiliates. The New Term Loan Facility provides that, upon the occurrence of certain events of default, the Company’s obligations thereunder may be accelerated. Such events of default will include payment defaults to the lenders thereunder, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy, insolvency, corporate arrangement, winding-up, liquidation or similar proceedings, material money judgments, change of control and other customary events of default. Senior Secured Notes In connection with the Closing, Advantage Solutions FinCo LLC (“Finco”) issued $775.0 million aggregate principal amount of 6.50% Senior Secured Notes due 2028 (the “Notes”). Substantially concurrently with the Merger, Finco merged with and into Advantage Sales & Marketing Inc. (the “Issuer”), with the Issuer continuing as the surviving entity and assuming the obligations of Finco. The Notes were sold to BofA Securities, Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and Apollo Global Securities, LLC. The Notes were resold to certain non-U.S. persons pursuant to Regulation S under the Securities Act of 1933, as amended (the “ Securities Act Interest and maturity Interest on the Notes is payable semi-annually in arrears on May 15 and November 15 at a rate of 6.50% per annum, commencing on May 15, 2021. The Notes will mature on November 15, 2028. Guarantees The Notes are guaranteed by Holdings and each of the Issuer’s direct and indirect wholly owned material U.S. subsidiaries (subject to certain permitted exceptions) and Canadian subsidiaries (subject to certain permitted exceptions, including exceptions based on immateriality thresholders of aggregate assets and revenues of Canadian subsidiaries) that is a borrower or guarantor under the New Term Loan Facility. Security and Ranking The Notes and the related guarantees are the general, senior secured obligations of the Issuer and the Notes Guarantors, are secured on a first-priority pari passu The Notes and related guarantees rank (i) equally in right of payment with all of the Issuer’s and the Guarantors’ senior indebtedness, without giving effect to collateral arrangements (including the New Senior Secured Credit Facilities) and effectively equal to all of the Issuer’s and the Guarantors’ senior indebtedness secured on the same priority basis as the Notes, including the New Term Loan Facility, (ii) effectively subordinated to any of the Issuer’s and the Guarantors’ indebtedness that is secured by assets that do not constitute collateral for the Notes to the extent of the value of the assets securing such indebtedness and to indebtedness that is secured by a senior-priority lien, including the New Revolving Credit Facility to the extent of the value of the current asset collateral and (iii) structurally subordinated to the liabilities of the Issuer’s non-Guarantor subsidiaries. Optional redemption for the Notes The Notes are redeemable on or after November 15, 2023 at the applicable redemption prices specified in the Indenture plus accrued and unpaid interest. The Notes may also be redeemed at any time prior to November 15, 2023 at a redemption price equal to 100% of the aggregate principal amount of such Notes to be redeemed plus a “make-whole” premium, plus accrued and unpaid interest. In addition, the Issuer may redeem up to 40% of the original aggregate principal amount of Notes before November 15, 2023 with the net cash proceeds of certain equity offerings at a redemption price equal to 106.5% of the aggregate principal amount of such Notes to be redeemed, plus accrued and unpaid interest. Furthermore, prior to November 15, 2023, the Issuer may redeem during each calendar year up to 10% of the original aggregate principal amount of the Notes at a redemption price equal to 103% of the aggregate principal amount of such Notes to be redeemed, plus accrued and unpaid interest. If the Issuer or its restricted subsidiaries sell certain of their respective assets or experience specific kinds of changes of control, subject to certain exceptions, the Issuer must offer to purchase the Notes at par. In connection with any offer to purchase all Notes, if holders of no less than 90% of the aggregate principal amount of Notes validly tender their Notes, the Issuer is entitled to redeem any remaining Notes at the price offered to each holder. Restrictive covenants The Notes are subject to covenants that, among other things limit the Issuer’s ability and its restricted subsidiaries’ ability to: incur additional indebtedness or guarantee indebtedness; pay dividends or make other distributions in respect of, or repurchase or redeem, the Issuer’s or a parent entity’s capital stock; prepay, redeem or repurchase certain indebtedness; issue certain preferred stock or similar equity securities; make loans and investments; sell or otherwise dispose of assets; incur liens; enter into transactions with affiliates; enter into agreements restricting the Issuer’s subsidiaries’ ability to pay dividends; and consolidate, merge or sell all or substantially all of the Issuer’s assets. Most of these covenants will be suspended on the Notes so long as they have investment grade ratings from both Moody’s Investors Service, Inc. and S&P Global Ratings and so long as no default or event of default under the Indenture has occurred and is continuing. Events of default The following constitute events of default under the Notes, among others: default in the payment of interest; default in the payment of principal; failure to comply with covenants; failure to pay other indebtedness after final maturity or acceleration of other indebtedness exceeding a specified amount; certain events of bankruptcy; failure to pay a judgment for payment of money exceeding a specified aggregate amount; voidance of subsidiary guarantees; failure of any material provision of any security document or intercreditor agreement to be in full force and effect; and lack of perfection of liens on a material portion of the collateral, in each case subject to applicable grace periods. Government Loans for COVID-19 relief On May 25, 2020, a subsidiary of the Company operating in Japan entered into two loan agreements from a bank lender pursuant to a local government loan program. Subsequently, one of the loans was refinanced on October 26, 2020. No loss on extinguishment of debt was recognized. The loans, which includes a refinanced loan on October 26, 2020, bear interest rates of 1.82% and 1.83% per annum with maturity dates of May 27, 2029 and October 27, 2029, respectively, and amounts under the loans will be repayable to the lender in monthly installments. As of December 31, 2020, the Company had an aggregate principal amount of $2.9 million borrowings outstanding. Future minimum principal payments on long-term debt are as follows: (in thousands) 2021 $ 13,745 2022 13,298 2023 13,293 2024 13,274 2025 13,277 Thereafter 2,086,731 Total future minimum principal payments $ 2,153,618 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 8. Leases The Company leases facilities, and equipment under noncancelable leases that have been classified as operating leases for financial reporting purposes. These leases often include one or more options to renew and the lease term includes the renewal terms when it is reasonably certain that the Company will exercise the option. In general, for the Company’s material leases, the renewal options are not included in the calculation of its right-of-use assets and lease liabilities, as the Company does not believe that it is reasonably certain that these renewal options will be exercised. The Company’s lease agreements do not contain any material residual guarantees or material restrictive covenants. All operating lease expenses are recognized on a straight-line basis over the lease term as a component of “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss. Payments under the Company’s lease arrangements are primarily fixed. However, certain lease agreements contain variable costs, which are expensed as incurred and not included in the calculation of the Company’s right-of-use assets and related liabilities for those leases. These costs typically include real estate taxes, common area maintenance and utilities for which the Company is obligated to pay under the terms of those leases. During the years ended December 31, 2020 and 2019, the Company expensed approximately $44.2 million and $53.5 million of total operating lease costs, which includes $6.6 million and $8.5 million of variable lease costs, respectively. During the year ended December 31, 2018, the Company recognized $48.7 million of total operating lease expense. Beginning in mid-March of 2020, in response to the COVID-19 pandemic, the Company established a global work from home policy. A significant portion of the Company’s office-based workforce temporarily transitioned to working from home and the Company commenced a plan to strategically exit certain offices during the year ended December 31, 2020. Based on a number of factors, the Company concluded that this strategic initiative did not result in a triggering event that would indicate that the Company’s related asset groups may not be recoverable as of December 31, 2020. In enacting the plan, the Company abandoned several office leases prior to reaching termination agreements with its landlords, and as a result, adjusted the useful life of these asset to reflect the remaining expected use. The reduction to the right-of use assets and liabilities related to these leases for the year ended December 31, 2020 were $41.8 million and $42.6 million, respectively, resulting in additional lease gain of $0.8 million. Additionally, the Company paid $18.0 million in termination fees for the year ended December 31, 2020, which was recorded in “Selling, general and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss. Based on the present value of the lease payments for the remaining lease term of the Company’s existing leases, the Company’s right-of-use assets and lease liabilities for operating leases as of December 31, 2020 and 2019 were as follows: (in thousands) Classification December 31, December 31, Assets Operating lease right-of-use assets Other assets $ 49,772 93,924 Liabilities Current operating lease liabilities Other accrued expenses 20,894 34,072 Noncurrent operating lease liabilities Other long-term liabilities 44,737 84,902 Total leased liabilities $ 65,631 118,974 Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. In determining its incremental borrowing rate, the Company reviewed the terms of its leases, its credit facilities, and other factors. Information related to the Company’s right-of-use assets and related lease liabilities were as follows: Year Ended December 31, (in thousands) 2020 2019 Cash paid for operating lease liabilities $ 42,670 32,229 Right-of-use assets obtained in exchange for new operating lease obligations 7,496 40,536 Weighted-average remaining lease term 4.7 years 4.4 years Weighted-average discount rate 9.8 % 10.0 % Maturities of lease liabilities as of December 31, 2020 were as follows: (in thousands) 2021 $ 27,323 2022 17,691 2023 11,748 2024 8,962 2025 5,266 Thereafter 7,004 Total lease payments $ 77,994 Less imputed interest (12,363 ) Present value of lease liabilities $ 65,631 The Company has additional operating leases for real estate of $1.8 million which have not commenced as of December 31, 2020, and as such, have not been recognized on the Company’s Consolidated Balance Sheet. These operating leases commence in 2021. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 9. 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. As of December 31, 2020, and 2019, the Company’s interest rate derivatives and forward contracts are Level 2 assets and liabilities with the related fair values based on third-party pricing service models. These models use discounted cash flows that utilize market-based forward swap curves commensurate with the terms of the underlying instruments. As of December 31, 2020, and 2019, the contingent consideration assets and liabilities are Level 3 assets and liabilities with the related fair values based on the significant unobservable inputs and probability weightings in using the income approach. 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. The carrying amounts of “Cash and cash equivalents”, “Accounts receivable”, and “Accounts payable” approximate fair value due to the short-term maturities of these financial instruments in the Consolidated Balance Sheets. December 31, 2020 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Cash and cash equivalents $ 204,301 $ 204,301 $ — $ — Derivative financial instruments 1,824 — 1,824 — Total assets measured at fair value $ 206,125 $ 204,301 $ 1,824 $ — Liabilities measured at fair value Derivative financial instruments $ 1,882 $ — $ 1,882 $ — Warrant liability 21,234 — — 21,234 Contingent consideration liabilities 45,901 — — 45,901 Total liabilities measured at fair value $ 69,017 $ — $ 1,882 $ 67,135 December 31, 2019 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Cash and cash equivalents $ 184,224 $ 184,224 $ — $ — Contingent consideration receivable 6,120 — — 6,120 Total assets measured at fair value $ 190,344 $ 184,224 $ — $ 6,120 Liabilities measured at fair value Derivative financial instruments $ 3,277 $ — $ 3,277 $ — Contingent consideration liabilities 47,649 — — 47,649 Total liabilities measured at fair value $ 50,926 $ — $ 3,277 $ 47,649 Interest Rate Cap Agreements As of December 31, 2020, and 2019, the Company had interest rate cap contracts with an aggregate notional value of principals of $2.2 billion and $1.5 billion, respectively, from various financial institutions to manage the Company’s exposure to interest rate movements on variable rate credit facilities. As of December 31, 2020, the aggregate fair value of the Company’s outstanding interest rate caps represented an outstanding net asset of $1.8 million and an outstanding net liability of $1.9 million. As of December 31, 2019, the aggregate fair value of the Company’s outstanding interest rate caps represented an outstanding net liability of $3.3 million. As of December 31, 2020, $1.8 million, $1.0 million, and $0.9 million of the Company’s fair value of outstanding interest rate caps were included in “Prepaid expenses and other current assets “, “Other accrued expenses”, and “Other long-term liabilities” in the Consolidated Balance Sheets, respectively, with changes in fair value recognized as a component of “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive Loss. As of December 31, 2019, $1.0 million and $2.3 million of the Company’s fair value of outstanding interest rate caps were included in “Other accrued expenses” and “Other long-term liabilities” in the Consolidated Balance Sheets, respectively, with changes in fair value recognized as a component of “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive Loss. During the years ended December 31, 2020, 2019, and 2018, the Company recorded interest expense in the amount of $0.4 million, $2.7 million, and $3.9 million, respectively, related to changes in the fair value of its derivative instruments, respectively. Forward Contracts During the years ended December 31, 2020, 2019, and 2018, the Company recognized a gain of $0.5 million, a loss of $0.4 million, and a loss of $1.0 million, respectively, related to changes in fair values of the forward contracts as a component of “Selling, general and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss. Warrant Liability The estimated fair value of the liability is recorded using significant unobservable measures and other fair value inputs and is therefore classified as a Level 3 financial instrument. The fair value of the warrants on the date of issuance and on each remeasurement date of those warrants classified as liabilities is estimated using the Black-Scholes option pricing model using the following inputs and assumptions: Year Ended December 31, 2020 Date Fair value warrants per share $ 2.90 $ 1.07 Share price $ 13.17 $ 8.86 Exercise price per share $ 11.50 $ 11.50 Term (years) 4.8 years 5.0 years Implied volatility 17.0 % 23.4 % Risk-free interest rate 0.4 % 0.3 % Dividend yield 0.0 % 0.0 % As of December 31, 2020, 7,333,333 private placement warrants remained outstanding at a fair value of $21.2 million resulting in $13.4 million of expense related to the change in fair value of the warrant liability for the year ended December 31, 2020. The warrant liability is stated at fair value at each reporting period with the change in fair value recorded on the Consolidated Statement of Operations and Comprehensive Loss until the warrants are exercised, expire or other facts and circumstances lead the warrant liability to be reclassified as an equity instrument. Contingent Consideration Receivable Each reporting period, the Company measures the fair value of its contingent receivable 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 Consolidated Statements of Operations and Comprehensive Loss. The Company has reassessed the fair value of contingent consideration, noting that as of December 31, 2020, projected EBITDA related to acquisitions, which was anticipated to contribute to measurement period EBITDA, was lower than expected. This reassessment resulted in a fair value adjustment of a $6.1 million loss that was included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss. Long-term Debt The following table sets forth the carrying values and fair values of the Company’s financial liabilities measured on a recurring basis, categorized by input level within the fair value hierarchy: (in thousands) Carrying Value Fair Value (Level 2) Balance at December 31, 2020 New Term Loan Credit Facility $ 1,325,000 $ 1,447,993 Notes 775,000 884,826 New Revolving Credit Facility 50,000 50,000 Notes payable and deferred obligations 3,618 3,618 Total long-term debt $ 2,153,618 $ 2,386,437 (in thousands) Carrying Value Fair Value (Level 2) Balance at December 31, 2019 First Lien Term Loan $ 2,467,529 $ 2,413,663 Second Lien Term Loan 760,000 733,526 Notes payable and deferred obligations 2,053 1,872 Total long-term debt $ 3,229,582 $ 3,149,061 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Investments | 10. Investments Investments in Unconsolidated Affiliates In connection with the Daymon Acquisition, the Company acquired 9.9% of the outstanding common shares of a subsidiary of a Japanese supermarket chain (“ATV”). The Company has no substantial influence over ATV. The Company elected the measurement alternative to value this equity investment without a readily determinable fair value. The Company will continue to apply the alternative measurement guidance until this investment does not qualify to be so measured. The carrying value of the investment was $7.9 million and $7.5 million as of December 31, 2020 and 2019, respectively. The Company’s significant equity investments primarily consist of Global Smollan Holdings (25% ownership), Smollan Holding Proprietary Limited (25% ownership), Partnership SPV 1 Limited (12.5% ownership), and Ceuta Holding Limited (8.8% ownership). Income from the Company’s equity method investments, included in “Cost of revenues” in the Consolidated Statements of Operations and Comprehensive Loss, was $5.1 million, $4.9 million, and $4.8 million for the years ended December 31, 2020, 2019, and 2018, respectively. The Company’s proportionate share in their net assets at December 31, 2020, and 2019 were $107.7 million and 104.1 million, respectively. The Company’s equity method investments are not material to the Company’s results of operations or financial position; therefore, no summarized financial information for the Company’s unconsolidated subsidiaries has been presented. |
Equity-Based Compensation and E
Equity-Based Compensation and Equity | 12 Months Ended |
Dec. 31, 2020 | |
Text Block [Abstract] | |
Stockholders Equity And Stock Based Compensation [Text Block] | 11. Equity-Based Compensation and Equity The Limited Partnership Agreement allows profits interests in Topco to be granted to directors, officers, employees, and consultants of Topco and its subsidiaries. The performance-based profits interests (“Common Series C Units”) are subject to certain vesting requirements, as described below. Additionally, in 2014, Topco issued 30,000 time-vesting profits interests (“Common Series D Units”) to entities affiliated with one equity sponsor of Topco. Time-vesting profits interests vest on a monthly basis that began on October 1, 2014 and ended on September 1, 2019. The compensation expense associated with the issuance of such awards for non-employees is recorded by the Company as the Company receives the benefit of the services being provided by the non-employees. Common Series C Units and Common Series C-2 Units During the years ended December 31, 2020, 2019, and 2018, 2,900 Common Series C Units, 21,953 Common Series C Units, and 10,830 Common Series C Units, respectively, were granted at no cost to employees of the Company. As the result of an amendment and restatement of the Limited Partnership Agreement, on March 15, 2018, 75% of all Common Series C Units awards are subject to vesting over four fiscal years from their respective issuance date. The remaining 25% of the units vest if and when Topco’s private equity sponsors as of the date of the 2014 Topco Acquisition realize a pre-tax internal rate of return of 20% compounded annually with respect to the Common Series A Units of Topco held by such sponsors. To the extent the Common Series C Units vest, such units may still be forfeited as a result of termination of the employment of the applicable holders or upon a non-qualifying exit event. Certain awards vest over the remaining initial four-year term, subject to the employee’s continued employment. In addition, certain Common Series C Units were issued in connection with the Daymon Acquisition to Daymon employees, certain of which are deemed to be vested upon issuance, and certain on which vest in four installments on each of the first four anniversaries following the completion of the Daymon Acquisition, subject to such employee’s continued employment with the Company. The Limited Partnership Agreement also authorizes Topco to issue 35,000 Common Series C-2 Units to employees of the Company, which are deemed to be vested upon issuance and subject to substantially similar forfeiture provisions as the Common Series C Units, including forfeiture upon certain terminations of employment with the Company of the applicable holders or a non-qualifying exit event. A valuation, including an option pricing method allocation and Monte Carlo simulation, was used to estimate the fair value of Common Series C Units and Common Series C-2 Units. The expected price volatility is based on the average of the historical volatility of comparable public companies. The risk-free rate is based on U.S. Treasury yields in effect at the time of grant over the expected term. The Company did not use a dividend yield as it has not historically paid distributions. The following weighted average assumptions were used in determining the fair value of Common Series C Unit grants made during the years ended December 31, 2020, 2019, and 2018: Year Ended December 31, 2020 2019 2018 Grant date fair value $ 201.25 $ 37.90 $ 167.40 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 75.3 % 41.2 % 36.0 % Risk-free interest rate 0.2 % 2.5 % 2.3 % Lack of marketability discount 30.5 % 31.3 % 29.2 % Expected term (years) 1.0 1.0 1.0 The following weighted average assumptions were used in determining the fair value of Common Series C-2 Unit grants made during the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Grant date fair value $ 223.00 $ 284.00 $ 652.99 Dividend yield 0.0 % 0.0 % 0.0 % Yield Test Probability 23.3 % 39.0 % 97.1 % Cost of Equity Capital 11.8 % 11.1 % 12.3 % Expected term (years) 1.0 2.0 3.0 Topco has the option to repurchase Common Series C Units for cash. The following table summarizes the activity in the Common Series C Units during the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Beginning of the period 174,190 156,975 150,906 Grants 2,900 21,953 10,830 Forfeitures (5,064 ) (4,738 ) (4,416 ) Repurchases — — (345 ) End of the period 172,026 174,190 156,975 The following table summarizes the activity in the Common Series C-2 Units during the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Beginning of the period 33,400 33,525 — Grants 2,500 1,425 34,275 Forfeitures (3,625 ) (1,550 ) (750 ) End of the period 32,275 33,400 33,525 The Company classified the Merger as a vesting exit event for accounting purposes associated with the Common Series C and C-2 Units. As a result, the Company recognized non-cash compensation expenses of $62.7 million in connection with the Common Series C Units and $13.3 million in connection with the Common Series C-2 Units for the year ended December 31, 2020. The remaining $5.7 million and $0.4 million will vest in 2021 and 2022, respectively. As the vesting exit event was at Topco, there was no impact to the Company’s outstanding shares of Common Stock. No expense was recorded in the years ended December 31, 2019 or 2018, since a vesting exit event was not yet deemed probable of occurring. Common Series D Units The Company measures the fair value of the Common Series D Units quarterly throughout the five-year vesting period and recognizes this cost ratably over the vesting period. There were no grants during the years ended December 31, 2020, 2019, and 2018. The OPM was used to estimate the Common Series D Units fair value of $300 as of the grant date. The expected share price volatility is based on the average of the historical volatility of comparable public companies. The risk-free rate is based on U.S. Treasury yields in effect at the time of grant over the expected term. The Company did not use a dividend yield as it has not historically paid distributions. The fair value of these units at the end of each measurement period were $644, $184, and $165 per unit as of December 31, 2020, 2019, and 2018. Since the Common Series D Units that were issued under the Limited Partnership Agreement were for interests in Topco, which is outside of the consolidated group, the value of the profits interests were marked to market at each of the Company’s reporting periods. The following assumptions were used in determining the fair value for the years ended December 31, 2020, 2019, and 2018: Year Ended December 31, 2020 2019 2018 Grant date fair value $ 300.00 $ 300.00 $ 300.00 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 48.0 % 44.0 % 40.0 % Risk-free interest rate 0.1 % 1.6 % 2.6 % Lack of marketability discount 23.0 % 26.0 % 25.0 % Expected term (years) 1.0 1.0 1.0 On December 31, 2020, there were 30,000 Common Series D Units outstanding. During the years ended December 31, 2020, 2019, and 2018, the Company recorded an equity-based compensation expense of $13.8 million, $1.3 million and a gain related to equity-based compensation of $8.2 million, respectively, included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss. Equity Class A Common Stock Preferred stock Warrants As of December 31, 2020, 7,333,333 private placement warrants were outstanding. The private placement warrants are identical to the public warrants, except that the private placement warrants and the Class A common stock issuable upon exercise of the private placement warrants were not transferable, assignable or salable until 30 days after the completion of the Merger, subject to certain limited exceptions. Additionally, the private placement warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the private placement warrants are held by someone other than the initial stockholders or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. The Company may call the warrants for redemption: For cash: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported closing price of the common stock equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. For cash or Class A common stock: • in whole and not in part; • at a price of $0.10 per warrant, provided that the warrant holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock to be determined by reference to a table included in the warrant agreement, based on the redemption date and the fair market value of the Class A common stock; • upon a minimum of 30 days’ prior written notice of redemption; • if, and only if, the last reported closing price of the common stock equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day prior to the date on which the Company sends notice of redemption to the warrant holders; and • if, and only if, an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30 day period after which written notice of redemption is given, or the Company has elected to require the exercise of the warrants on a “cashless” basis. If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend. Additionally, in the event of a recapitalization, reorganization, merger or consolidation, the kind and amount of shares of stock or other securities or property (including cash) issuable upon exercise of the warrants may be adjusted. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants shares. During the year ended December 31, 2020, no warrants were exercised for Class A common stock. Private Placement Warrants The fair value of the warrants on the date of issuance and on each remeasurement date of those warrants classified as liabilities is estimated using the Black-Scholes option pricing model using the following assumptions: Year Ended Date of Merger Fair value warrants per share $ 2.90 $ 2.28 Share price $ 13.17 $ 8.86 Exercise price per share $ 11.50 $ 11.50 Expected term (years) 4.8 years 5.0 years Expected volatility 17.0 % 38.7 % Risk-free interest rate 0.4 % 0.3 % Dividend yield 0.0 % 0.0 % As of December 31, 2020, 7,333,333 private placement warrants remained outstanding at a fair value of $21.2 million resulting in a $13.4 million expense related to the change in fair value of warrant liability for the year ended December 31, 2020. The warrant liability is stated at fair value at each reporting period with the change in fair value recorded on the Consolidated Statement of Operations and Comprehensive Loss until the warrants are exercised, expire or other facts and circumstances lead the warrant liability to be reclassified as an equity instrument. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | 12. Employee Benefit Plans The Company sponsors 401(k) plans for certain employees who meet specified age and length of service requirements. The 401(k) plans include a deferral feature under which employees may elect to defer a portion of their salary, subject to Internal Revenue Service limitations. The Company provides a matching contribution based on a percentage of participating employees’ salaries and contributions made. Total contributions to the plan for the years ended December 31, 2020, 2019, and 2018, were $10.8 million, $13.9 million, and $13.2 million, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 13. Related Party Transactions Conyers Park and the Transactions In May 2019, Conyers Park II Sponsor LLC, an affiliate of Centerview Capital Management, LLC, which was Conyer Park’s sponsor prior to the Merger (“CP Sponsor”) purchased 11,500,000 of Conyers Park’s Class B ordinary shares for an aggregate purchase price of $25,000 in cash, or approximately $0.002 per share. In June 2019, CP Sponsor transferred 25,000 shares to each of four individuals, including a current member of the board of directors of the Company. At the time of the Closing, the 11,250,000 shares of Conyers Park Class B common stock, par value $0.0001 per share, then held by CP Sponsor and its directors automatically converted into shares of our Class A common stock. CP Sponsor also purchased 7,333,333 private placement warrants for a purchase price of $ 1.50 per whole warrant, or $11,000,000 in the aggregate, in private placement transactions that occurred simultaneously with the closing of the Conyers Park’s initial public offering and related over-allotment option. As a result of the Closing, each private placement warrant entitles CP Sponsor to purchase one share of our Class A Common Stock at $11.50 per share. Concurrent with the execution of the Merger Agreement, Conyers Park entered into the subscription agreements with certain investors (collectively, the “Subscription Agreements”), pursuant to which, among other things, Conyers Park agreed to issue and sell in a private placement shares of Conyers Park Class A common stock for a purchase price of $10.00 per share. Certain of the Advantage Sponsors or their affiliates agreed to purchase an aggregate of 34,410,000 shares of Conyers Park Class A common stock. Conyers Park also entered into a stockholders agreement (the “Stockholders Agreement”) with CP Sponsor, Topco, and certain of the Advantage Sponsors and their affiliates (collectively, the “Stockholder Parties”). The Stockholders Agreement provides, among other things, that the Stockholder Parties agree to cast their votes such that the Company’s board of directors is constituted as set forth in the Stockholders Agreement and the Merger Agreement and will have certain rights to designate directors to the Company’s board of directors, in each case, on the terms and subject to the conditions therein. Additionally, Conyers Park entered into a Registration Rights Agreement with CP Sponsor, Topco, the Advantage Sponsors and their affiliates and the other parties thereto, pursuant to which the Company have agreed to register for resale certain shares of Class A common stock and other equity securities that are held by the parties thereto from time to time. Management Fees The Company incurred $1.4 million, $5.5 million, and $5.5 million, in management fees to certain entities affiliated with or advised by CVC Capital Partners, Leonard Green & Partners, Bain Capital, Juggernaut Management, LLC, and Centerview Capital, L.P. for the years ended December 31, 2020, 2019, and 2018, respectively, which are included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss. As of the closing of the Transactions, the management service agreements were terminated other than certain provisions, which survive, related to indemnification and expense advancement. Overlapping Directors Until February 2, 2020, a member of the board of directors of Topco served as a member of the board of directors for a holding company of a client. During the years ended December 31, 2020, 2019, and 2018, the Company recognized revenues of $3.9 million, $41.8 million, and $43.0 million, respectively, from this client. Accounts receivable from this client were zero and $7.0 million as of December 31, 2020, and 2019, respectively. Beginning October 28, 2020, three Until October 28, 2020, a member of the board of directors of Topco served as a member of the board of directors of another client of the Company since the appointment on June 25, 2019. During the years ended December 31, 2020 and 2019, the Company recognized revenues of $16.4 million and $5.4 million, respectively, from this client. Accounts receivable from this client was zero and $0.1 million as of December 31, 2020 and 2019, respectively. Investment in Unconsolidated Affiliates During the years ended December 31, 2020, 2019, and 2018, the Company recognized revenues of $19.6 million, $21.9 million, and $23.5 million, respectively, from the parent company of an investment in unconsolidated affiliates. Accounts receivable from this client were $2.2 million and $2.2 million as of December 31, 2020 and 2019, respectively. Long-term Debt Certain funds managed by CVC Credit Partners, which is part of the same network of companies providing investment management advisory services operating under the CVC brand as CVC Capital Partners, act as lenders under the Company’s New Term Loan Facility. As of December 31, 2020, the funds managed by CVC Credit Partners held $11.3 million of the aggregate principal outstanding under the New Term Loan Facility. Prior to the Closing of the Transactions, the funds managed by CVC Credit Partners under the Company’s First Lien Term Loans and Second Lien Term Loans were $100.2 million and $31.1 million, respectively, as of December 31, 2019. Intercompany Promissory Notes Advantage Sales & Marketing Inc., an indirect wholly-owned subsidiary of the Company, entered into intercompany loan agreements with Topco, pursuant to which Topco has borrowed various amounts totaling $6.0 million from Advantage Sales & Marketing Inc. to facilitate the payment to certain former associates for their equity interests in Topco. On September 1, 2020, Advantage Sales & Marketing Inc. entered into a new intercompany loan agreement with Topco consolidating all outstanding amounts under the prior agreements. Pursuant to the new intercompany loan agreement Topco borrowed $6.0 million at an interest rate of 0.39% per annum. This loan matures on December 31, 2023 and is pre-payable at any time without penalty. |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | 14. Restructuring Charges Restructuring charges include severance plans designed to integrate and reduce costs intended to further improve efficiencies in operational activities and align cost structures consistent with revenue levels associated with business changes. In response to the COVID-19 COVID-19 Leases $ million, $ million, and $ million included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2020, 2019, and 2018, respectively. As of December 31, 2020, and 2019, $1.3 million and $2.6 million of the Company’s restructuring charges were included in “Other accrued expenses” in the Consolidated Balance Sheets, respectively. The following table summarizes the Company’s restructuring activity: Severance Facilities and Other Total Restructuring (In thousands) Balance at December 31, 2017 $ 13,257 $ — $ 13,257 Charges 7,901 4,564 12,465 Payments/utilization (16,841 ) (1,862 ) (18,703 ) Foreign exchange translation effects (867 ) (48 ) (915 ) Balance at December 31, 2018 3,450 2,654 6,104 Charges 2,271 3,114 5,385 Payments/utilization (4,398 ) (4,476 ) (8,874 ) Balance at December 31, 2019 $ 1,323 $ 1,292 $ 2,615 Charges 4,601 755 5,356 Payments/utilization (5,380 ) (1,292 ) (6,672 ) Balance at December 31, 2020 $ 544 $ 755 $ 1,299 The following table summarizes the Company’s restructuring charges by segment: Year Ended December 31, (In thousands) 2020 2019 2018 Sales $ 2,451 $ 2,928 $ 6,663 Marketing 2,905 2,457 5,802 Total restructuring charges $ 5,356 $ 5,385 $ 12,465 Total restructuring charges recognized represents the estimated total charges for the years ended December 31, 2020, 2019, and 2018, respectively. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 15. Income Taxes The (benefit from) provision for income taxes is as follows: Year Ended December 31, 2020 2019 2018 (in thousands) Current tax (benefit) expense Federal $ (9,106 ) $ 45,874 $ 21,399 State 4,710 11,311 11,742 Foreign 13,422 12,231 12,140 Total current tax expense 9,026 69,416 45,281 Deferred tax (benefit) expense Federal (6,501 ) (53,314 ) (164,208 ) State 868 (11,055 ) (48,653 ) Foreign (8,724 ) (3,694 ) (754 ) Total deferred tax benefit (14,357 ) (68,063 ) (213,615 ) Total (benefit from) provision for income taxes $ (5,331 ) $ 1,353 $ (168,334 ) A reconciliation of the provision for taxes based on the federal statutory income tax rate attributable to the Company’s effective income tax rate is as follows: Year Ended December 31, 2020 2019 2018 Statutory U.S. rate 21.0 % 21.0 % 21.0 % State tax, net of federal tax benefit (2.4 )% (1.1 )% 2.2 % Foreign tax, net of federal tax benefit 1.1 % (17.4 )% (0.4 )% Goodwill impairment — — (10.4 )% Global Intangible Low Taxed Income — (8.3 )% (0.2 )% Transaction expenses (0.1 )% (5.4 )% (0.1 )% Disallowed Executive Compensation (3.2 )% — — Equity-based compensation (10.4 )% (1.5 )% 0.2 % Meals and entertainment (0.7 )% (11.1 )% (0.2 )% Contingent consideration fair value adjustment (1.3 )% 7.1 % 0.7 % Fair value of warrant liability (1.6 )% — — Non-deductible expenses (0.3 )% (4.6 )% — Return to provision on permanent differences 0.1 % 8.2 % 0.1 % Work opportunity tax credit 0.4 % 3.3 % — Research and development credit 0.3 % 4.0 % — Other 0.1 % (1.6 )% (0.1 )% Effective tax rate 3.0 % (7.4 )% 12.8 % The geographic components of (loss) income before income taxes are as follows: Year Ended December 31, 2020 2019 2018 (in thousands) U.S. sources $ (203,526 ) $ (32,893 ) $ (1,347,770 ) Non-U.S. sources 23,125 14,490 28,213 Loss before income taxes $ (180,401 ) $ (18,403 ) $ (1,319,557 ) Net deferred tax liabilities consist of the following: December 31, (in thousands) 2020 2019 Deferred tax assets Accrued liabilities $ 77,599 $ 70,420 Social security tax deferral 12,656 — Interest expense 20,851 49,586 Transaction expenses 8,643 5,325 Net operating losses 10,557 7,671 ROU liabilities 11,996 26,648 Debt Cost 6,422 973 Acquired intangibles, including goodwill 2,205 2,292 Insurance reserves 2,262 2,403 Other 4,755 6,158 Total deferred tax assets 157,946 171,476 Deferred tax liabilities Acquired intangibles including goodwill 618,697 636,245 Restructuring expenses 4,977 6,857 Depreciation 2,464 1,617 ROU assets 7,890 20,294 Unrealized transactions — 990 Other 6,266 6,038 Total deferred tax liabilities 640,294 672,041 Less: deferred income tax asset valuation allowances (6,706 ) (5,570 ) Net deferred tax liabilities $ 489,054 $ 506,135 December 31, (in thousands) 2020 2019 Reported as: Noncurrent deferred tax asset $ 2,188 $ 227 Noncurrent deferred tax liability 491,242 506,362 Net deferred tax liabilities $ 489,054 $ 506,135 On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. Intended to provide economic relief to those impacted by the COVID-19 pandemic, the CARES Act includes provisions, among others, addressing the carryback of net operating loss carryforwards (“NOLs”) for specific periods, refunds of alternative minimum tax credits, temporary modifications to the limitations placed on the tax deductibility of net interest expenses, and technical amendments for qualified improvement property (“QIP”). Additionally, the CARES Act, in efforts to enhance business’ liquidity, provides for refundable employee retention tax credits and the deferral of the employer-paid portion of social security taxes. The CARES Act allows employers to defer payment of a portion of payroll taxes otherwise due on wages paid between the enactment date and December 31, 2020 and remit the deferred payroll taxes in equal amounts on December 31, 2021 and December 31, 2022. Under this provision of the CARES Act, the Company has recorded the tax impact of $12.6 million as a deferred tax asset. The Company held cash and cash equivalents in foreign subsidiaries of $87.7 million and $59.3 million as of December 31, 2020 and 2019, respectively. As of December 31, 2020, and 2019, the undistributed earnings of the Company’s foreign subsidiaries are $134.6 million and $92.6 million, respectively. The Company has not recorded a deferred tax liability related to undistributed earnings of its foreign subsidiaries as of December 31, 2020, except for a $2.1 million of deferred tax liability recorded as of December 31, 2020 for unremitted earnings in Canada with respect to which the Company no longer has an indefinite reinvestment assertion. Taxes have not been provided on the remaining $82.5 million of undistributed foreign earnings. The incremental tax liability associated with these earnings is expected to be immaterial. The Company evaluates its deferred tax assets, including a determination of whether a valuation allowance is necessary, based upon its ability to utilize the assets using a more likely than not analysis. Deferred tax assets are only recorded to the extent that they are realizable based upon past and future income. As a result of the evaluation, the Company established a valuation allowance of $6.7 million and $5.6 million on its foreign affiliates’ deferred tax assets as of December 31, 2020 and 2019, respectively. As of December 31, 2020, the Company had $6.2 million of federal NOLs, $16.3 million state NOLs, and $31.4 million foreign NOLs. The change of ownership provisions of the Tax Reform Act of 1986 may limit utilization of a portion of The Company’s domestic NOLs to future periods. The federal NOLs expire between 2036 and 2037, $13.2 million of the state NOLs expire between 2023 and 2039 and the remaining $3.1 million of the state NOLs carry forward indefinitely. Foreign NOLs of $11.6 million expire between 2024 and 2032 and the remaining $19.8 million of the foreign NOLs carry forward indefinitely. |
Segments and Geographic Informa
Segments and Geographic Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segments and Geographic Information | 16. Segments and Geographic Information The Company’s operations are organized into two reportable segments: sales and marketing. The operating segments reported below are the segments of the Company for which separate financial information is available and for which segment results are evaluated regularly by the chief operating decision maker (the chief executive officer) in deciding how to allocate resources and in assessing performance. Through the Company’s sales segment, the Company serves as a strategic intermediary between consumer goods manufacturers and retailer partners and performs critical merchandizing services on behalf of both consumer goods manufacturers and retail partners. Through the Company’s marketing segment, the Company develops and executes marketing programs for manufacturers and retailers. These reportable segments are organized by the types of services provided, similar economic characteristics, and how the Company manages its business. The assets and liabilities of the Company are managed centrally and are reported internally in the same manner as the consolidated financial statements; therefore, no additional information is produced or included herein. The Company and its chief operating decision maker evaluate performance based on revenues and operating income. (in thousands) Sales Marketing Total Year Ended December 31, 2020 Revenues $ 2,060,593 $ 1,095,078 $ 3,155,671 Depreciation and amortization $ 171,569 $ 67,029 $ 238,598 Operating income $ 63,305 $ 3,701 $ 67,006 Year Ended December 31, 2019 Revenues $ 1,954,705 $ 1,830,358 $ 3,785,063 Depreciation and amortization $ 161,563 $ 71,010 $ 232,573 Operating income $ 127,961 $ 85,713 $ 213,674 Year Ended December 31, 2018 Revenues $ 1,857,004 $ 1,850,624 $ 3,707,628 Depreciation and amortization $ 157,098 $ 68,135 $ 225,233 Operating loss $ (1,072,702 ) $ (17,212 ) $ (1,089,914 ) Revenues and long-lived assets by services provided in geographic region are as follows: Year Ended December 31, (in thousands) 2020 2019 2018 Revenues North America $ 2,792,238 $ 3,324,019 $ 3,257,937 International 363,433 461,044 449,691 Total revenues $ 3,155,671 $ 3,785,063 $ 3,707,628 December 31, (in thousands) 2020 2019 Long-Lived Assets North America $ 72,722 $ 107,940 International 7,294 6,750 Total long-lived assets $ 80,016 $ 114,690 The classification “North America” is primarily comprised of the Company’s U.S. and Canadian operations and the classification “International” primarily includes the Company’s operation in the U.K., Germany, the Netherlands and Japan. Revenues by location of services provided in the U.S. were $2.7 billion, $3.1 billion, and $3.0 billion during the years ended December 31, 2020, 2019, and 2018, respectively . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 17. 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 business, financial position, or results of operations. Employment Matters The Company has also been involved in various litigation, including purported class or representative actions with respect to matters arising under the California Labor Code and Private Attorneys General Act. The Company has retained outside counsel to represent it in these matters and is vigorously defending its interests. Legal Matters Related to Take 5 USAO and FBI Voluntary Disclosure and Investigation Related to Take 5 The Company voluntarily disclosed to the United States Attorney’s Office and the Federal Bureau of Investigation certain misconduct occurring at Take 5, a line of business that the Company closed in July 2019. The Company intends to cooperate in this and any other governmental investigations that may arise in connection with the Take 5 Matter. At this time, the Company cannot predict the ultimate outcome of any investigation related to the Take 5 Matter and is unable to estimate the potential impact such an investigation may have on the Company. Arbitration Proceedings Related to Take 5 In August 2019, as a result of the Take 5 Matter, the Company provided a written indemnification claim notice to the sellers of Take 5 (the “Take 5 Sellers”) seeking monetary damages (including interest, fees and costs) based on allegations of breach of the asset purchase agreement (the “Take 5 APA”), as well as fraud. In September 2019, the Take 5 Sellers initiated arbitration proceedings against the Company, alleging breach of the Take 5 APA as a result of the Company’s decision to terminate the operations of the Take 5 business, and seeking monetary damages equal to all unpaid earn-out payments under the Take 5 APA (plus interest, fees and costs). ). In 2020, the Take 5 sellers amended their statement of claim to allege defamation, relating to statements the Company made to customers in connection with terminating the operations of the Take 5 business, and seeking monetary damages for the alleged injury to their reputation. The Company filed its response to the Take 5 Sellers’ claims, and asserted indemnification, fraud and other claims against the Take 5 Sellers as counterclaims and cross-claims in the arbitration proceedings. The Company is currently unable to estimate the potential impact related to these arbitration proceedings, but the Company has retained outside counsel to represent the Company in these matters and intends to vigorously pursue the Company’s interests. Other Legal Matters Related to Take 5 The Take 5 Matter may result in additional litigation against the Company, including lawsuits from clients, or governmental investigations, which may expose the Company to potential liability in excess of the amounts being offered by the Company as refunds to Take 5 clients. The Company is currently unable to determine the amount of any potential liability, costs or expenses (above the amounts already being offered as refunds) that may result from any lawsuits or investigations associated with the Take 5 Matter or determine whether any such issues will have any future material adverse effect on the Company’s financial position, liquidity, or results of operations. Although the Company has insurance covering certain liabilities, the Company cannot assure that the insurance will be sufficient to cover any potential liability or expenses associated with the Take 5 Matter. Surety Bonds In the ordinary course of business, the Company is required to provide financial commitments in the form of surety bonds to third parties as a guarantee of its performance on and its compliance with certain obligations. If the Company were to fail to perform or comply with these obligations, any draws upon surety bonds issued on its behalf would then trigger the Company’s payment obligation to the surety bond issuer. The Company has outstanding surety bonds issued for its benefit of $7.5 million and $0.5 million as of December 31, 2020, and 2019, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 18. Subsequent Events Subsequent to December 31, 2020, the Company completed two business acquisitions, which were a sales agency and a marketing agency. The aggregate cash paid for these consummated acquisitions was $17.0 million. The purchase agreements related to those acquisitions included contingent consideration with a maximum payment outcome of $14.2 million and holdback of $1.4 million. The Company has determined that the purchase price allocation related to these acquisitions is impractical to report as of the date of this filing. Purchase price allocations are considered preliminary and subject to adjustment during the measurement period, which is up to one year from the acquisition date. In January 2021 and February 2021, the Company granted performance restricted stock units with respect to our Class A common stock (“PSUs”) under the Advantage Solutions Inc. 2020 Incentive Award Plan (the “2020 Plan”). The grants provided for a target of 2,557,188 shares of Common Stock to be issued pursuant to the PSUs under the 2020 Plan. The PSUs are subject to the achievement of certain performance conditions based on the Company’s Adjusted EBITDA and revenues and the recipient’s continued service to the Company, the PSUs are scheduled to vest over a three-year period from the date of grant and may vest from 0% to 150% of the targeted number of shares set forth in the immediately preceding sentence. In January 2021 and February 2021, the Company granted restricted stock units with respect to our Class A common stock (“RSUs”) of 1,703,663 shares. RSUs for 125,000 shares of Common Stock are scheduled to vest in two equal tranches on the first and second anniversaries of the grant date. The remaining RSUs are scheduled to vest in three equal tranches, and a tranche shall vest on each of the first, second and third anniversaries of the grant date. In January 2021, the Company granted RSUs to certain of its directors (Ronald E. Blaylock, Beverly Chase, Virginie Costa and Elizabeth Muñoz-Guzman) with respect to 10,356 shares each. The grants were made in accordance with the Company’s Non-Employee Director Compensation Policy. The RSUs granted to these directors are scheduled to vest on the earlier of the one-year anniversary of the date of grant or the day immediately preceding the date of the first annual meeting of the Company’s stockholders occurring after the date of grant. The 5,000,000 Performance Shares issued to Topco at the Closing vested on January 15, 2021, when the closing price for the Class A common stock equaled or exceeded $12.00 per share for 20 trading days out of 30 consecutive trading days during the five-year period after the Closing. |
SCHEDULE I - CONDENSED PARENT O
SCHEDULE I - CONDENSED PARENT ONLY FINANCIAL INFORMATION OF ADVANTAGE SOLUTIONS INC. | 12 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
SCHEDULE I - CONDENSED PARENT ONLY FINANCIAL INFORMATION OF ADVANTAGE SOLUTIONS INC. | SCHEDULE I ADVANTAGE SOLUTIONS INC. CONDENSED PARENT ONLY FINANCIAL INFORMATION OF ADVANTAGE SOLUTIONS INC. CONDENSED BALANCE SHEETS December 31, (in thousands) 2020 2019 ASSETS Investment in subsidiaries $ 2,443,069 $ 1,577,799 Total assets $ 2,443,069 $ 1,577,799 LIABILITIES AND STOCKHOLDERS’ EQUITY Warrant liability 21,234 — Total liability 21,234 — Equity attributable to stockholders of Advantage Solutions Inc. Common stock $0.0001 par value, 3,290,000,000 shares authorized; 318,425,182 and 203,750,000 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively 32 23 Additional paid-in capital 3,348,546 2,337,468 Accumulated deficit (921,101 ) (745,295 ) Loans to Karman Topco L.P. (6,316 ) (6,244 ) Accumulated other comprehensive loss 674 (8,153 ) Total equity attributable to stockholders of Advantage Solutions Inc. 2,421,835 1,577,799 Equity attributable to noncontrolling interest — — Total stockholders’ equity 2,421,835 1,577,799 Total liabilities and stockholders’ equity 2,443,069 1,577,799 See Notes to Condensed Financial Statements SCHEDULE I ADVANTAGE SOLUTIONS INC. CONDENSED PARENT ONLY FINANCIAL INFORMATION OF ADVANTAGE SOLUTIONS INC. CONDENSED STATEMENTS OF OPERATIONS Year Ended December 31, (in thousands) 2020 2019 2018 Revenues $ — $ — $ — Cost of revenues — — — Selling, general, and administrative expenses — — — Depreciation and amortization — — — Total expenses — — — Operating income — — — Other expenses: — — — Change in fair value of warrant liability 13,363 — — Interest expense, net — — — Total other expenses 13,363 — — Loss before income taxes and equity in net income of subsidiaries (13,363 ) — — Provision for income taxes — — — Net loss before equity in net income of subsidiaries (13,363 ) — — Equity in net loss of subsidiaries (162,443 ) (21,172 ) (1,157,332 ) Net loss attributable to subsidiaries (175,806 ) (21,172 ) (1,157,332 ) Other comprehensive income (loss), net tax Equity in comprehensive income (loss) of subsidiaries 8,827 5,497 (8,961 ) Total comprehensive loss $ (166,979 ) $ (15,675 ) $ (1,166,293 ) See Notes to Condensed Financial Statements ADVANTAGE SOLUTIONS INC. CONDENSED PARENT ONLY FINANCIAL INFORMATION OF ADVANTAGE SOLUTIONS INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS 1. Basis of Presentation In the parent company only financial statements, Advantage Solutions Inc.’s (“Parent”) investment in subsidiaries is stated at cost plus equity in undistributed earnings of the subsidiaries during the years ended December 31, 2020 and 2019. The accompanying condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X. A condensed statement of cash flows was not presented because Parent’s operating activities have no cash impact and there were no investing or financing cash flow activities during the years ended December 31, 2020, 2019, and 2018. This information should be read in conjunction with the accompanying Consolidated Financial Statements. Revision of Prior Period Financial Statements The Consolidated Financial Statements of the Parent as of and for the year ended December 31, 2020, have been revised. As of December 31, 2020, 7,333,333 private placement warrants remained outstanding at a fair value of $21.2 million. The initial fair value of the private placement warrants on the Closing date was $7.9 million with $13.4 million of changes in the estimated fair value recorded for the year ended December 31, 2020. Refer to Note 1 “ Organization and Significant Accounting Policies, 2. Debt Restrictions Pursuant to the terms of the New Senior Secured Credit Facilities and the Notes discussed in Note 7, Debt Advantage Sales & Marketing Inc., an indirect wholly-owned subsidiary of the Company (the “Borrower”) has obligations under the New Term Loan Facility that are guaranteed by Karman Intermediate Corp. (“Holdings”) and all of the Borrower’s direct and indirect wholly owned material U.S. subsidiaries (subject to certain permitted exceptions) and Canadian subsidiaries (subject to certain permitted exceptions, including exceptions based on immateriality thresholders of aggregate assets and revenues of Canadian subsidiaries) (the “Guarantors”). The New Term Loan Facility is secured by a lien on substantially all of Holdings’, the Borrower’s and the Guarantors’ assets (subject to certain permitted exceptions). The New Term Loan Facility has a first- priority lien on the fixed asset collateral (equal in priority with the liens securing the Notes) and a second-priority lien on the current asset collateral (second in priority to the liens securing the New Revolving Credit Facility), in each case, subject to other permitted liens. The Borrower will be required to prepay the New Term Loan Facility with 100% of the net cash proceeds of certain asset sales (such percentage subject to reduction based on the achievement of specific first lien net leverage ratios) and subject to certain reinvestment rights, 100% of the net cash proceeds of certain debt issuances and 50% of excess cash flow (such percentage subject to reduction based on the achievement of specific first lien net leverage ratios). The New Term Loan Facility contains certain customary negative covenants, including, but not limited to, restrictions on the ability of Holdings and that of its restricted subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, pay dividends or make other restricted payments, sell or otherwise transfer assets or enter into transactions with affiliates. The New Term Loan Facility provides that, upon the occurrence of certain events of default, the Company’s obligations thereunder may be accelerated. Such events of default will include payment defaults to the lenders thereunder, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy, insolvency, corporate arrangement, winding-up, liquidation or similar proceedings, material money judgments, change of control and other customary events of default. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its controlled subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The financial information set forth herein reflects: (a) the consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the years ended December 31, 2020, 2019, and 2018 and (b) the consolidated balance sheets as of December 31, 2020 and 2019. The consolidated financial statements for the years ended December 31, 2020, 2019, and 2018 reflect Topco’s basis in the assets and liabilities of the Company, as a result of the 2014 Topco Acquisition. The Company’s share in the earnings or losses for its joint ventures is reflected in “Investments in unconsolidated affiliates” and “Cost of revenues” in the Consolidated Balance Sheets and Consolidated Statements of Operations and Comprehensive Loss, respectively. All intercompany balances and transactions have been eliminated upon consolidation. |
Revision of Prior Period Financial Statements | Revision of Prior Period Financial Statements Based on the review of our historical accounting pursuant to Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (Topic 815) $7.9 million in warrant liability as a reduction to additional paid-in-capital $13.4 million for the year ended December 31, 2020 within the Consolidated Statements of Operations and Comprehensive Loss. This revision did not have an impact on the Company’s revenues, cash position, operating expenses or total operating, investing or financing cash flows as previously presented. The following presents a reconciliation of the Consolidated Balance Sheet, Consolidated Statement of Operations and Comprehensive Loss and Consolidated Statement of Cash Flows from the previous amounts reported to the revised amounts as of December 31, 2020 and for the year ended December 31, 2020. The Consolidated Statements of Stockholders’ Equity for the year ended December 31, 2020 has been revised for the revision impact to net loss. See the Consolidated Statement of Operations and Comprehensive Loss reconciliation tables below for additional information on the revision and impact to net loss. Consolidated Balance Sheet (in thousands) December 31, Adjustments December 31, (As Previously (As Revised) Warrant liability $ — $ 21,234 (a ) $ 21,234 Total liabilities $ 3,237,469 $ 21,234 $ 3,258,703 Additional paid in capital $ 3,356,417 $ (7,871 ) (a ) $ 3,348,546 Accumulated deficit $ (907,738 ) $ (13,363 ) (a ) $ (921,101 ) Total equity attributable to stockholders of Advantage Solutions Inc. $ 2,443,069 $ (21,234 ) $ 2,421,835 Total stockholders’ equity $ 2,540,023 $ (21,234 ) $ 2,518,789 Consolidated Statement of Operations (in thousands, except per share data) For the Year Adjustments For the (As Previously (As Revised) Change in fair value of warrant liability $ — $ 13,363 (a ) $ 13,363 Total other expenses $ 234,044 $ 13,363 $ 247,407 Loss before income taxes $ (167,038 ) $ (13,363 ) $ (180,401 ) Net loss $ (161,707 ) $ (13,363 ) $ (175,070 ) Net loss attributable to stockholder s $ (162,443 ) $ (13,363 ) $ (175,806 ) Total comprehensive loss attributable to stockholder s $ (153,616 ) $ (13,363 ) $ (166,979 ) Net loss per common share: Basic and diluted $ (0.73 ) $ (0.06 ) $ (0.79 ) Consolidated Statement of Cash Flows (in thousands) For the Year Adjustments For the CASH FLOWS FROM OPERATING ACTIVITIES (As Previously (As Revised) Net loss $ (161,707 ) $ (13,363 ) $ (175,070 ) Adjustments to reconcile net loss to net cash provided by operating activities Changes in fair value of warrant liability — 13,363 (a) 13,363 Net cash provided by operating activities $ 345,730 — $ 345,730 SUPPLEMENTAL CASH FLOW INFORMATION Fair value of liability for private placement warrants acquired at Closing $ — $ 7,871 (a ) $ 7,871 Description of revision adjustment (a) The adjustments reflect the revision to record the initial warrant liability of the private placement warrants and to remeasure the warrant liability to the fair value as of December 31, 2020. The initial fair value of the private placement warrants of $7.9 million was recorded on the Closing date as a warrant liability with a decrease to additional paid-in capital. Subsequently, the warrant liability was adjusted to fair value of $21.2 million and the difference of $13.4 million was reflected in “Change in fair value of warrant liability” in the Consolidated Statements of Operations and Comprehensive Loss and Consolidated Statement of Cash Flows. The applicable notes to the accompanying consolidated financial statements have also been revised to correct for the revision. Take 5 Matter On April 1, 2018, the Company acquired certain assets and assumed liabilities of Take 5 Media Group (“Take 5”) for total consideration of $81.6 million, including the fair value of contingent consideration of $4.6 million and holdback liabilities of $0.8 million. In June 2019, as a result of a review of internal allegations related to inconsistency of data provided by Take 5 to its clients, the Company commenced an investigation into Take 5’s operations. In July 2019, as a result of the Company’s investigation, the Company determined that revenue during the fiscal year ended December 31, 2018 attributable to the Take 5 business had been recognized for services that were not performed on behalf of clients of Take 5 and that inaccurate reports were made to Take 5 clients about those services (referred to as the “Take 5 Matter”). As a result of these findings, in July 2019, the Company terminated all operations of Take 5, including the use of its associated trade names and the offering of its services to its clients and offered refunds to Take 5 clients of collected revenues attributable to Take 5 since the Company’s acquisition of Take 5. The Company also determined that the amounts assigned to the assets of Take 5 acquired on the acquisition date had been improperly established based on inaccurate assumptions as to the fair value of the assets acquired and recorded a loss on Take 5 charge of $79.2 million in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2018. In May 2020, the Company received $7.7 million from its representation warranty and indemnity policy related to the Take 5 acquisition for claims related to the Take 5 Matter, the maximum aggregate recovery under the policy. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from such estimates. The most significant estimates include revenues, workers’ compensation and employee medical claim reserves, fair value of contingent consideration, leases, income taxes, equity-based compensation, derivative instruments and fair value considerations in applying purchase accounting and assessing goodwill and other asset impairments. |
Foreign Currency | Foreign Currency The Company’s reporting currency is U.S. dollars as that is the currency of the primary economic environment in which the Company operates. The Company translates the assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates in effect at the end of each period. Revenues and expenses for these subsidiaries are translated using rates that approximate those in effect during the period. Gains and losses from these translations are included in “Accumulated other comprehensive income (loss)” in the Consolidated Statements of Stockholders’ Equity. Transactions in foreign currencies other than the entities’ functional currency are converted using the rate of exchange at the date of transaction. The gains or losses arising from the revaluation of foreign currency transactions to functional currency are included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss. Unrealized foreign currency exchange gains and losses on certain intercompany transactions that are of a long-term investment nature (i.e., settlement is not planned or anticipated in the foreseeable future) are also recorded in accumulated other comprehensive income (loss) in stockholders’ equity. The Company reports gains and losses from foreign exchange rate changes related to intercompany receivables and payables that are of a long-term investment nature, in “Other comprehensive income (loss)” in the Consolidated Statements of Operations and Comprehensive Loss. These items represented net losses of $2.1 million, $2.9 million, and $4.4 million during the fiscal years ended December 31, 2020, 2019, and 2018, respectively. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and highly liquid investments having an original maturity of three months or less. The Company’s investments consist primarily of institutional money market funds and U.S. Treasury securities. The Company’s investments are carried at cost, which approximates fair value. The Company has restricted cash related to funds received from clients that will be disbursed at the direction of those clients. Corresponding liabilities have been recorded in “Other accrued expenses” in the Consolidated Balance Sheets. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Company’s consolidated balance sheets that sum to the total of the same such amounts shown in the Company’s Consolidated Statements of Cash Flows: December 31, 2020 2019 2018 (in thousands) Cash and cash equivalents $ 204,301 $ 184,224 $ 141,590 Restricted cash 15,665 14,801 2,929 Total cash, cash equivalents and restricted cash $ 219,966 $ 199,025 $ 144,519 |
Accounts Receivable and Expected Credit Losses | Accounts Receivable and Expected Credit Losses Accounts receivable consist of amounts due from clients for services provided in normal business activities and are recorded at invoiced amounts. The Company measures expected credit losses against certain billed receivables based upon the latest information regarding whether invoices are ultimately collectible. Assessing the collectability of client receivables requires management judgment. The Company determines its expected credit losses by specifically analyzing individual accounts receivable, historical bad debts, client credit-worthiness, current economic conditions, and accounts receivable aging trends. Valuation reserves are periodically re-evaluated and adjusted as more information about the ultimate collectability of accounts receivable becomes available. Upon determination that a receivable is uncollectible, the receivable balance and any associated reserve is written off. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of accounts receivable and cash balances at various financial institutions. The Company maintains cash balances in accounts at various financial institutions. At times such cash balances may exceed federally insured limits. The Company has not experienced any losses in such accounts. |
Derivatives | Derivatives The Company uses derivative financial instruments to hedge interest rate and foreign exchange risk. Derivative instruments, used to hedge interest rates, consist of interest rate swaps and interest rate caps. Interest rate swap contracts involve the exchange of floating rate interest payment obligations for fixed interest rate payments without the exchange of the underlying principal amounts. Interest rate cap contracts limit the floating interest rate exposure to the indicative rate in the agreement. Derivatives are initially recognized at fair value on the date a contract is entered into and are subsequently re-measured at fair value. The fair values of derivatives are measured using observable market prices or, where market prices are not available, by using discounted expected future cash flows at prevailing interest and exchange rates. The Company does not designate these derivatives as hedges for accounting purposes, and as a result, all changes in the fair value of derivatives, used to hedge interest rates and foreign exchange risk, are recorded in “Interest expense” and in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss, respectively. These arrangements contain an element of risk in that the counterparties may be unable to meet the terms of such arrangements. In the event the counterparties are unable to fulfill their related obligations, the Company could potentially incur significant additional costs by replacing the positions at then current market rates. The Company manages its risk of exposure by limiting counterparties to those banks and institutions deemed appropriate by management. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, and the balances are presented net of accumulated depreciation. Depreciation expense is calculated using the straight-line method over the estimated useful lives of the assets. The following table provides the range of estimated useful lives used for each asset type: Leasehold improvements 3—10 years Furniture and fixtures 3—7 years Computer hardware and other equipment 3—5 years Software 3—5 years The Company capitalizes certain direct costs associated with the development and purchase of internal-use software within property and equipment. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the software, generally not exceeding five years. Leasehold improvements are amortized on a straight-line basis over the shorter of their respective lease terms or their respective estimated useful lives. The cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the Consolidated Balance Sheets and the resulting gain or loss is reflected in the “Cost of revenues” and “Selling, general, administrative expenses” within the Consolidated Statements of Operations and Comprehensive Loss, depending on the nature of the assets. Expenditures for maintenance and repairs are expensed as incurred, whereas expenditures for improvements and replacements are capitalized. |
Equity Method Investments | Equity Method Investments Investments in companies in which the Company exercises significant influence over the operating and financial policies of the investee and are not required to be consolidated are accounted for using the equity method. The Company’s proportionate share of the net income or loss of equity method investments is included in results of operations and any dividends received reduce the carrying value of the investment. The excess of the cost of the Company’s investment over its proportionate share of the fair value of the net assets of the investee at the acquisition date is recognized as goodwill and included in the carrying amount of the investment. Goodwill in the equity method investments is not amortized. Gains and losses from changes in the Company’s ownership interests are recorded in results of operations until control is achieved. In instances in which a change in the Company’s ownership interest results in obtaining control, the existing carrying value of the investment is remeasured to the acquisition date fair value and any gain or loss is recognized in the Consolidated Statements of Operations and Comprehensive Loss. Distributions received from unconsolidated entities that represent returns on the investor’s investment are reported as cash flows from operating activities in the Company’s statement of cash flows. Cash distributions from unconsolidated entities that represent returns of the Company’s investment are reported as cash flows from investing activities. |
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method. Under this method, the purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill. Factors giving rise to goodwill generally include assembled workforce, geographic presence, expertise, and synergies that are anticipated as a result of the business combination, including enhanced product and service offerings. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows, quoted market prices and estimates made by management. The Company adjusts the preliminary purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date as the Company obtains more information as to facts and circumstances existing at the acquisition date impacting asset valuations and liabilities assumed. Goodwill acquired in business combinations is assigned to the reporting unit expected to benefit from the combination as of the acquisition date. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. |
Goodwill and Indefinite Lived Intangible Assets | Goodwill and Indefinite Lived Intangible Assets 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 reporting units, which are a component of an operating segment when they have similar economic characteristics, nature of services, types of client, distribution methods and regulatory environment. The Company has two reporting units, sales and marketing, which are also the Company’s operating segments. The Company tests its goodwill for impairment at the beginning of the fourth quarter of a given fiscal year and whenever events or changes in circumstances indicate that the carrying value of a reporting unit may exceed its fair value. The Company has the option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value before performing a quantitative impairment test. If the qualitative assessment indicates it is not more likely than not that the fair value of a reporting unit, as determined applying the quantitative impairment test described below, is less than the carrying amount, then there is no need to perform the quantitative impairment test. Upon performing the quantitative impairment test, if the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying value over the fair value is recognized as an impairment loss; however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit. The Company’s annual goodwill impairment assessment for the year ended December 31, 2020 was performed as of October 1, 2020. The Company utilizes a combination of income and market approaches to estimate the fair value of its reporting units. The income approach utilizes estimates of discounted cash flows of the reporting units, which requires assumptions for the reporting units’ revenue growth rates, operating margins, terminal growth rates, and discount rates all of which require significant management judgment. The market approach applies market multiples derived from the historical earnings data of selected guideline publicly-traded companies to the Company’s reporting units’ businesses to yield a second assumed value of each reporting unit, which requires significant management judgment. The guideline companies are first screened by industry group and then further narrowed based on the reporting units’ business descriptions, markets served, competitors, operating margins, and revenue size. Market multiples are then selected from within the range of these guideline companies multiples based on the subject reporting unit. These assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy (described in “Fair Value Measurements,” below). The Company based its fair value estimates on assumptions it believes to be reasonable but which are unpredictable and inherently uncertain. A change in these underlying assumptions would cause a change in the results of the tests and, as such, could cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future. Additionally, if actual results are not consistent with the estimates and assumptions or if there are significant changes to the Company’s planned strategy, it may cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future. The Company compares a weighted average of the output from the income and market approaches to the carrying value of each reporting unit. The Company also compares the aggregate estimated fair value of its reporting units to the estimated value of its total invested capital on a marketable basis. Based on the results of the Company’s quantitative impairment test performed for its reporting units, the Company determined that its goodwill is not impaired for the year ended December 31, 2020. The fair value of the sales reporting unit exceeded its carrying value by 8.3%. The fair value of the marketing reporting unit significantly exceeded its carrying value, which the Company defines as greater than 20%. The Company determined that no additional triggering events occurred that required the Company to perform an interim goodwill impairment test as of December 31, 2020. In performing the quantitative impairment test for the year ended December 31, 2019, the Company had also determined that its goodwill was not impaired. The fair value of the sales reporting unit exceeded its carrying value by 3.5%. The fair value of the marketing reporting unit significantly exceeded its carrying value. The Company determined that no additional triggering events occurred that required the Company to perform an interim goodwill impairment test as of December 31, 2019. Accordingly, no impairment related to the Company’s goodwill was recorded for the year ended December 31, 2019. During the year ended December 31, 2018, based on the results of the Company’s quantitative impairment test performed for the sales reporting unit, the Company recognized a $652.0 million non-cash goodwill impairment charge. While there was no single determinative event or factor, the consideration of the weight of evidence of several factors that developed during 2018 led the Company to conclude that it was more likely than not that the fair value of the sales reporting unit was below its carrying value. These factors included: (i) the decrease of revenues and profitability due to a large retailer revising its in-store retail merchandising program to restrict manufacturers’ ability to select any third-party outsource provider to perform unrestricted and unmonitored retail merchandising, (ii) the unrelated decrease of revenues and profitability related to reduced services from several clients in the grocery channel and foodservice channel, (iii) the combination of the Company’s completed third quarter and preliminary fourth quarter results being below management’s expectations, and (iv) the development and approval of the Company’s 2019 annual operating plan in the fourth quarter of 2018, which provided additional insights into expectations such as lower long-term revenue growth and profitability expectations. Based on these factors, the Company recorded the non-cash goodwill impairment charge in 2018, which has been reflected in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2018. As the sales reporting unit was written down to its respective fair value, there was zero excess fair value over its carrying amount as of December 31, 2018. Based on the results of the quantitative impairment test performed for the marketing reporting unit for 2018, the Company determined that the Company’s goodwill was not impaired for the marketing reporting unit for the year ended December 31, 2018. The fair value of the marketing reporting unit significantly exceeded its carrying value. The Company’s indefinite-lived intangible assets are its sales and marketing trade names. Intangible assets with indefinite useful lives are not amortized but tested annually, at the beginning of the fourth quarter, for impairment or more often if events occur or circumstances change that would create a triggering event. The Company has the option to perform a qualitative assessment of whether it is more likely than not that the indefinite-lived intangible asset’s fair value is less than its carrying value before performing a quantitative impairment test. The Company tests its indefinite-lived intangible assets for impairment using a relief from royalty method by comparing the estimated fair values of the indefinite-lived intangible assets with the carrying values. The estimates used in the determination of fair value are subjective in nature and involve the use of significant assumptions. These estimates and assumptions include revenue growth rates, terminal growth rates, discount rates and royalty rates, all of which require significant management judgment. The assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. The Company based its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from the estimates. In connection with the Company’s annual quantitative impairment test as of October 1, 2020 and 2019, the Company concluded that its indefinite-lived intangible assets were not impaired for the years ended December 31, 2020 and 2019. The fair value of the indefinite-lived intangible assets related to sales trade names exceeded its carrying value by 13.3% and 8.3% for the years ended December 31, 2020 and 2019, respectively. The fair value of the indefinite-lived intangible assets related to marketing trade names exceeded its carrying value by 8.4% and 10.0% for the years ended December 31, 2020 and 2019, respectively. The Company determined that no additional triggering events occurred that required the Company to perform an interim impairment test of indefinite-lived intangible assets as of December 31, 2020 and 2019. Accordingly, no impairment related to the Company’s intangible assets was recorded for the years ended December 31, 2020 and 2019. During the year ended December 31, 2018, the Company concluded the carrying value of the indefinite- lived trade name in the sales reporting unit exceeded its estimated fair value. While there was no single determinative event or factor, the factors that led to the impairment were the same circumstances outlined in the goodwill impairment discussion above. As a result, the Company recognized a non-cash $580.0 million during the year ended December 31, 2018, which was reflected in its Consolidated Statements of Operations and Comprehensive Loss. Based on the quantitative test performed for the indefinite-lived marketing trade name, the Company determined that the indefinite-lived trade name in the marketing reporting unit was not impaired for the year ended December 31, 2018. |
Long-Lived Assets | Long-Lived Assets Long-lived assets to be held and used, including finite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. These events or changes in circumstances may include a significant deterioration of operating results, changes in business plans, or changes in anticipated future cash flows. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured as the amount by which the carrying amount exceeds the fair value of the assets. Fair value is generally determined by estimates of discounted cash flows. The discount rate used in any estimate of discounted cash flows would be the rate required for a similar investment of like risk. No impairment related to the Company’s long-lived assets was recorded during the years ended December 31, 2020, 2019, and 2018. As the Company assesses impairment of long-lived assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, the Company has determined that the asset group for impairment testing is comprised of the assets and liabilities of the Company’s operating segments. The Company has identified client relationships as the primary asset because it is the principal asset from which the components derive their cash flow generating capacity. |
Contingent Consideration | Contingent Consideration Certain of the Company’s acquisition and sale agreements include contingent consideration arrangements, which are generally based on the achievement of future financial performance. If it is determined the contingent consideration arrangements are not compensatory, the fair values of these contingent consideration arrangements are included as part of the purchase price of the acquisitions or divestitures on their respective transaction dates. For each transaction, the Company estimates the fair value of contingent consideration payments as part of the initial purchase price and records the estimated fair value of contingent consideration related to proceeds from divestitures as an asset in “Other Assets” or related to purchases of businesses as a liability in “Other accrued expenses” or “Other long-term liabilities” in the Consolidated Balance Sheets. The Company reviews and assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Changes in the estimated fair value of contingent consideration liabilities related to the time component of the present value calculation are reported in “Interest expense” in the Consolidated Statements of Operations and Comprehensive Loss. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss. The portion of the cash settlement up to the acquisition date fair value of the contingent consideration are classified as “Contingent consideration payments” in cash flows from financing activities, and amounts paid in excess of the acquisition date fair value are classified as “Other accrued expenses and other liabilities” in cash flows from operating activities in the Consolidated Statements of Cash Flows. |
Leases | Leases In the first quarter of 2019, the Company adopted ASC 842, Leases The Company has obligations under various real estate leases, equipment leases, and software license agreements. The Company assesses whether these arrangements are or contain leases at lease inception. Classification of the leases between financing and operating leases is determined by assessing whether the lease transfers ownership of the asset to the Company, the lease grants an option for the Company to purchase the underlying asset, the lease term is for the majority of the remaining asset’s economic life, or if the minimum lease payments equals or substantially exceed all of the leased asset’s fair market value. As of December 31, 2020, the Company did not have any finance leases. See Note 8, Leases |
Self-Insurance Liability | Self-Insurance Liability The Company maintains a high deductible program for workers’ compensation claims. Losses and liabilities relating to workers’ compensation claims are fully insured beyond the Company’s deductible limits. The Company’s estimated liabilities are not discounted and are based on information provided by third party administrators, combined with management’s judgment regarding a number of assumptions and factors, including the frequency and severity of claims, claims development history, case jurisdiction, applicable legislation and claims settlement practices. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when control of promised goods or services are transferred to the client in an amount that reflects the consideration that the Company expects to be entitled to in exchange for such goods or services. Substantially all of the Company’s contracts with clients involve the transfer of a service to the client, which represents a performance obligation that is satisfied over time because the client simultaneously receives and consumes the benefits of the services provided. In most cases, the contracts consist of a performance obligation that is comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). For these contracts, the Company allocates the ratable portion of the consideration based on the services provided in each period of service to such period. Revenues related to the sales segment are primarily recognized in the form of commissions, fee-for-service, or on a cost-plus basis for providing headquarter relationship management, analytics, insights and intelligence services, administrative services, retail services, retailer client relationships and in-store media programs, and digital technology solutions (which include business intelligence solutions, e-commerce services, and content services). Marketing segment revenues are primarily recognized in the form of fee-for-service (including retainer fees, fees charged to clients based on hours incurred, project-based fees, or fees for executing in-person consumer engagements or experiences, which engagements or experiences the Company refers to as “events”), commissions, or on a cost-plus basis for providing experiential marketing, shopper and consumer marketing services, private label development and digital, social, and media services. The Company disaggregates revenues from contracts with clients by reportable segment. Revenues within each segment are further disaggregated between brand-centric services and retail-centric services. Brand-centric services are centered on providing solutions to support manufacturers’ sales and marketing strategies. Retail- centric services are centered on providing solutions to retailers. Disaggregated revenues were as follows: Year Ended December 31, 2020 2019 2018 (in thousands) Sales brand-centric services $ 1,204,240 $ 1,209,480 $ 1,177,989 Sales retail-centric services 856,353 745,225 679,015 Total sales revenues 2,060,593 1,954,705 1,857,004 Marketing brand-centric services 429,200 474,928 424,373 Marketing retail-centric services 665,878 1,355,430 1,426,251 Total marketing revenues 1,095,078 1,830,358 1,850,624 Total revenues $ 3,155,671 $ 3,785,063 $ 3,707,628 The Company is party to certain client contracts that include variable consideration, whereby the ultimate consideration is contingent on future events such as the client’s sales to retailers, hours worked, event count, costs incurred, and performance incentive bonuses. For commission based service contracts, the consideration received from the client is variable because the Company earns an agreed upon percentage of the client’s sales to retailers, which is agreed upon on a manufacturer-by-manufacturer basis. Revenues are recognized for the commission earned during the applicable reporting period. The Company generally earns commission revenues from headquarter relationship management, analytics, insights and intelligence, e-commerce, administration, private label development and retail services arrangements. As part of these arrangements, the Company provides a variety of services to consumer goods manufacturers in order to improve the manufacturer’s sales at retailers. This includes primarily outsourced sales, business development, category and space management, relationship management, and sales strategy services. In exchange for these services, the Company earns an agreed upon percentage of its client’s sales to retailers, which is agreed upon on a manufacturer-by-manufacturer basis. For service contracts whereby the client is charged a fee per hour incurred or fee per event completed, revenues are recognized over time as actual hours are incurred or as events are completed, respectively. For service contracts with a cost-plus arrangement, revenues are recognized on a gross basis over time for a given period based on the actual costs incurred plus a fixed mark-up fee that is negotiated on a client-by-client basis. For certain contracts with clients, the Company is entitled to additional fees upon meeting specific performance goals or thresholds, which are referred to as bonus revenues. Bonus revenues are estimated and are recognized as revenues as the related services are performed for the client. The variability of the consideration for the services transferred during a reporting period is typically resolved by the end of the reporting period. However, for certain client contracts, the Company is required to estimate the variable consideration for the services that have been transferred to the client during the reporting period. The Company typically estimates the variable consideration based on the expected value method. Estimates are based on historical experience and current facts known during the reporting period. The Company only recognizes revenues related to variable consideration if it is probable that a significant reversal of revenues recognized will not occur when the uncertainty associated with the variable consideration is resolved. When such probable threshold is not satisfied, the Company will constrain some or all of the variable consideration and the constrained variable consideration will not be recognized as revenues. The Company records an adjustment to revenue for differences between estimated revenues and the amounts ultimately invoiced to the client. Adjustments to revenue during the current period related to services transferred during prior periods were not material during the year ended December 31, 2020. The Company has contracts that include fixed consideration such as a fee per project or a fixed monthly fee. For contracts with a fee per project, revenues are recognized over time using an input method such as hours worked that reasonably depicts the Company’s performance in transferring control of the services to the client. The Company determined that the input method represents a reasonable method to measure the satisfaction of the performance obligation to the client. For contracts with a fixed monthly fee, revenues are recognized using a time-based measure resulting in a straight-line revenue recognition. A time-based measure was determined to represent a reasonable method to measure the satisfaction of the performance obligation to the client because the Company has a stand ready obligation to make itself available to provide services upon the client’s request or the client receives the benefit from the Company’s services evenly over the contract period. The Company evaluates each client contract individually in accordance with the applicable accounting guidance to determine whether the Company acts as a principal (whereby the Company would present revenues on a gross basis), or as an agent (whereby the Company would present revenues on a net basis). While the Company primarily acts as a principal in its arrangements and reports revenues on a gross basis, the Company will occasionally act as an agent and accordingly presents revenues on a net basis. For example, for certain advertising arrangements, the Company’s clients purchase media content in advance, and the Company does not take on any risk of recovering its cost to acquire the media content. As a result, the Company determined it acts as the agent in these arrangements and records revenues and their related costs on a net basis. However, in cases where media content is not purchased in advance by its clients, the Company records such revenues and its related costs on a gross basis, as it bears the risk of recovering the costs to acquire the revenues related to such media content and it is responsible for fulfillment of the services thereunder. Substantially all of the Company’s contracts with its clients either have a contract term that is less than one year with options for renewal and/or can be cancelled by either party upon 30 to 120 days’ notice. For the purpose of disclosing the transaction price allocated to remaining unsatisfied performance obligations or partially satisfied performance obligations, the Company elected policies to: (1) exclude contracts with a contract term of one year or less and (2) exclude contracts with variable consideration that is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation when that performance obligation qualifies as a series of remaining performance obligations. After applying these policy elections, the Company determined that it does not have a significant amount of fixed considerations allocated to remaining performance obligations for contracts with a contract term that exceeds one year. When the Company satisfies its performance obligation and recognizes revenues accordingly, the Company has a present and unconditional right to payment and records the receivable from clients in “Accounts receivable” in the Consolidated Balance Sheet. The Company’s general payment terms are short-term in duration and the Company does not adjust the promised amount of consideration for the effects of a significant financing component. Contract liabilities represent deferred revenues which are cash payments that are received in advance of the Company’s satisfaction of the applicable obligation(s) and are included in “Deferred revenues” in the Consolidated Balance Sheet. Deferred revenues are recognized as revenues when the related services are performed for the client. Revenues recognized during the year ended December 31, 2020 included $33.2 million of Deferred revenues as of December 31, 2019. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry- forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The income tax provision (benefit) is computed on the pre-tax income (loss) of the entities located within each taxing jurisdiction based on current tax law. A valuation allowance for deferred tax assets is recorded to the extent that the ultimate realization of the deferred tax assets is not considered more likely than not. The Company believes its deferred tax assets are more likely than not to be realized based on historical and projected future results, or a valuation allowance is established. Realization of the Company’s deferred tax assets is principally dependent upon its achievement of future taxable income, the estimation of which requires significant management judgment. These judgments regarding future profitability may change due to many factors, including future market conditions and the Company’s ability to successfully execute its business plans. These changes, if any, may require adjustments to deferred tax asset balances and deferred income tax expense. |
Uncertain Tax Positions | Uncertain Tax Positions The Company accounts for uncertain tax positions when it is more likely than not that the tax position will not be sustained on examination by the taxing authorities, based on the technical merits of the position. As of December 31, 2020, and 2019, the Company’s unrecognized tax benefits were $0.6 million and $0.6 million, respectively. All the unrecognized tax benefits as of December 31, 2020 would be included in the effective tax rate if recognized in future periods. The Company is unaware of any positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase within the next twelve months. The Company files tax returns in the United States, various states and foreign jurisdictions. With few exceptions, as of December 31, 2020, the Company is no longer subject to federal, state, or non-U.S. income tax examinations by tax authorities for years prior to 2016. The Company has elected to classify interest and penalties as components of tax expense. These amounts were immaterial for the years ended December 31, 2020, 2019 and 2018. |
Equity-based Compensation | Equity-based Compensation The Company measures the cost of non-employee services received in exchange for an award of equity instruments based on the measurement date fair value consistent with the vesting of the awards and measuring the fair value of these units at the end of each measurement period. The cost is recognized over the requisite service period. The Company’s equity-based compensation is based on grant date fair value determined utilizing Backsolve Option Pricing Method (“OPM”) for its Common Series C Units and a combination of the OPM and Monte Carlo valuation model for its Common Series C-2 Units. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) The Company’s comprehensive loss includes net loss as well as foreign currency translation adjustments, net of tax. Unrealized foreign currency exchange gains and losses on certain intercompany transactions that are of a long-term investment nature (i.e., settlement is not planned or anticipated in the foreseeable future) are also recorded in accumulated other comprehensive loss in stockholders’ equity. |
Earnings Per Share | Earnings Per Share The Company calculates earnings per share (“EPS”) using a dual presentation of basic and diluted earnings per share. Basic earnings per share is calculated by dividing net income 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 outstanding share option awards, non-vested share awards, common stock warrants, and Performance Shares. Diluted earnings per share is computed by dividing the net income by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method and if-converted method, as applicable. 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. As a result of the Transactions, the Company has retrospectively adjusted the weighted-average number of common shares outstanding prior to October 28, 2020 by multiplying them by the exchange ratio used to determine the number of common shares into which they converted. The following is a reconciliation of basic and diluted net loss per common share: Year Ended December 31, (in thousands, except share and earnings per share data) 2020 2019 2018 Basic and diluted: Net loss attributable to stockholders $ (175,806 ) $ (21,172 ) $ (1,157,332 ) Weighted average common shares outstanding 223,227,833 203,750,000 203,750,000 Basic and diluted loss per common share $ (0.79 ) $ (0.10 ) $ (5.68 ) As part of the Transactions, 5,000,000 Performance Shares were issued to Topco at Closing, which were subject to vesting upon satisfaction of a market performance condition for any period of 20 trading days out of 30 consecutive trading days during the five-year period after the Closing, and Topco was not able to vote or sell such shares until vesting. These Performance Shares were considered contingently issuable shares and remained unvested as of December 31, 2020. Therefore, these Performance Shares are excluded from shares outstanding for basic and diluted EPS until the contingency is resolved. The 5,000,000 Performance Shares vested on January 15, 2021, when the closing price for the Class A common stock exceeded $12.00 per share for 20 trading days out of 30 consecutive trading days. The Company had 18,583,333 warrants, including 7,333,333 private placement warrants held by the CP Sponsor, to purchase Class A common stock at $11.50 per share at the Closing, and no such warrants were exercised during the years ended December 31, 2020, 2019 and 2018. For the years ended December 31, 2020, 2019 and 2018, the Company has excluded the potential effect of warrants to purchase shares of Class A common stock and Performance Shares in the calculation of diluted net loss per common share, as the effect would be anti-dilutive due to losses incurred. See Note 9 — Fair Value of Financial Instruments Equity Based Compensation and Equity |
Fair Value Measurements | Fair Value Measurements The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. The valuation techniques used to measure the fair value of all other financial instruments, all of which have counterparties with high credit ratings, were valued based on quoted market prices or model driven valuations using significant inputs derived from or corroborated by observable market data. |
Variable Interest Entities and Investments | Variable Interest Entities and Investments In accordance with the guidance for the consolidation of a variable interest entity (“VIE”), the Company analyzes its variable interests, including loans, leases, guarantees, and equity investments, to determine if the entity in which it has a variable interest is a VIE. The Company’s analysis includes both quantitative and qualitative considerations. The Company bases its quantitative analysis on the forecasted cash flows of the entity, and its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and financial agreements. The Company also uses its quantitative and qualitative analyses to determine if it is the primary beneficiary of the VIE, and if such determination is made, it includes the accounts of the VIE in its consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the sole source of authoritative U.S. GAAP literature recognized by the FASB and applicable to the Company. The Company has reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. For any new pronouncements announced, management considers whether the new pronouncements could alter previous U.S. GAAP and determine whether any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management and certain standards are under consideration. Recent Accounting Standards Adopted by the Company In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement Accounting Standards Recently Issued but Not Yet Adopted by the Company In March 2020 and January 2021, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Reference Rate Reform (Topic 848): Scope In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes 2019-12”), Income Taxes 2019-12 All other new accounting pronouncements issued, but not yet effective or adopted have been deemed to be not relevant to the Company and, accordingly, are not expected to have a material impact once adopted. |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Consolidated Statement of Balance sheet | (in thousands) December 31, Adjustments December 31, (As Previously (As Revised) Warrant liability $ — $ 21,234 (a ) $ 21,234 Total liabilities $ 3,237,469 $ 21,234 $ 3,258,703 Additional paid in capital $ 3,356,417 $ (7,871 ) (a ) $ 3,348,546 Accumulated deficit $ (907,738 ) $ (13,363 ) (a ) $ (921,101 ) Total equity attributable to stockholders of Advantage Solutions Inc. $ 2,443,069 $ (21,234 ) $ 2,421,835 Total stockholders’ equity $ 2,540,023 $ (21,234 ) $ 2,518,789 |
Summary of Condensed Income Statements | (in thousands, except per share data) For the Year Adjustments For the (As Previously (As Revised) Change in fair value of warrant liability $ — $ 13,363 (a ) $ 13,363 Total other expenses $ 234,044 $ 13,363 $ 247,407 Loss before income taxes $ (167,038 ) $ (13,363 ) $ (180,401 ) Net loss $ (161,707 ) $ (13,363 ) $ (175,070 ) Net loss attributable to stockholder s $ (162,443 ) $ (13,363 ) $ (175,806 ) Total comprehensive loss attributable to stockholder s $ (153,616 ) $ (13,363 ) $ (166,979 ) Net loss per common share: Basic and diluted $ (0.73 ) $ (0.06 ) $ (0.79 ) |
Summary of Condensed Cash Flow Statements | (in thousands) For the Year Adjustments For the CASH FLOWS FROM OPERATING ACTIVITIES (As Previously (As Revised) Net loss $ (161,707 ) $ (13,363 ) $ (175,070 ) Adjustments to reconcile net loss to net cash provided by operating activities Changes in fair value of warrant liability — 13,363 (a) 13,363 Net cash provided by operating activities $ 345,730 — $ 345,730 SUPPLEMENTAL CASH FLOW INFORMATION Fair value of liability for private placement warrants acquired at Closing $ — $ 7,871 (a ) $ 7,871 Description of revision adjustment (a) The adjustments reflect the revision to record the initial warrant liability of the private placement warrants and to remeasure the warrant liability to the fair value as of December 31, 2020. The initial fair value of the private placement warrants of $7.9 million was recorded on the Closing date as a warrant liability with a decrease to additional paid-in capital. Subsequently, the warrant liability was adjusted to fair value of $21.2 million and the difference of $13.4 million was reflected in “Change in fair value of warrant liability” in the Consolidated Statements of Operations and Comprehensive Loss and Consolidated Statement of Cash Flows. |
Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Company’s consolidated balance sheets that sum to the total of the same such amounts shown in the Company’s Consolidated Statements of Cash Flows: December 31, 2020 2019 2018 (in thousands) Cash and cash equivalents $ 204,301 $ 184,224 $ 141,590 Restricted cash 15,665 14,801 2,929 Total cash, cash equivalents and restricted cash $ 219,966 $ 199,025 $ 144,519 |
Property Plant and Equipment Useful Lives | The following table provides the range of estimated useful lives used for each asset type: Leasehold improvements 3—10 years Furniture and fixtures 3—7 years Computer hardware and other equipment 3—5 years Software 3—5 years |
Disaggregation of Revenue | Disaggregated revenues were as follows: Year Ended December 31, 2020 2019 2018 (in thousands) Sales brand-centric services $ 1,204,240 $ 1,209,480 $ 1,177,989 Sales retail-centric services 856,353 745,225 679,015 Total sales revenues 2,060,593 1,954,705 1,857,004 Marketing brand-centric services 429,200 474,928 424,373 Marketing retail-centric services 665,878 1,355,430 1,426,251 Total marketing revenues 1,095,078 1,830,358 1,850,624 Total revenues $ 3,155,671 $ 3,785,063 $ 3,707,628 |
Earnings Per Share Basic and Diluted | The following is a reconciliation of basic and diluted net loss per common share: Year Ended December 31, (in thousands, except share and earnings per share data) 2020 2019 2018 Basic and diluted: Net loss attributable to stockholders $ (175,806 ) $ (21,172 ) $ (1,157,332 ) Weighted average common shares outstanding 223,227,833 203,750,000 203,750,000 Basic and diluted loss per common share $ (0.79 ) $ (0.10 ) $ (5.68 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Acquisition [Line Items] | |
Schedule of Supplemental Information on an Unaudited Pro Forma Basis | Supplemental information on a pro forma basis, presented as if the acquisitions executed during the period from January 1, 2018 to March 16, 2021 had been consummated as of the beginning of the comparative prior period, is as follows: Twelve Months Ended December 31, 2020 2019 2018 (in thousands, except per share data) Total revenues $ 3,181,224 $ 3,869,643 $ 3,772,569 Net loss attributable to stockholders of Advantage Solutions Inc. $ (169,507 ) $ (12,696 ) $ (1,152,738 ) Basic and diluted earnings per share $ (0.76 ) $ (0.06 ) $ (5.66 ) |
2020 Acquisitions | |
Business Acquisition [Line Items] | |
Schedule of Fair Values of Identifiable Assets and Liabilities of Acquisitions | The preliminary fair values of the identifiable assets and liabilities of the acquisitions completed during the year ended December 31, 2020, at the respective acquisition dates, are as follows: (in thousands) Consideration: Cash $ 68,057 Holdbacks 5,260 Fair value of contingent consideration 14,766 Total consideration $ 88,083 Recognized amounts of identifiable assets acquired and liabilities assumed: Assets Accounts receivable $ 3,542 Other assets 2,936 Property and equipment 321 Identifiable intangible assets 42,460 Total assets 49,259 Liabilities Total liabilities 4,569 Total identifiable net assets 44,690 Goodwill arising from acquisitions $ 43,393 |
Schedule of Fair Value and Estimated Useful Lives of Intangible Assets Acquired | The identifiable intangible assets are being amortized on a straight-line basis over their estimated useful lives. The preliminary fair value and estimated useful lives of the intangible assets acquired are as follows: (in thousands) Amount Weighted Client relationships $ 42,460 6 years |
2019 Acquisitions | |
Business Acquisition [Line Items] | |
Schedule of Fair Values of Identifiable Assets and Liabilities of Acquisitions | The fair values of the identifiable assets and liabilities of the acquisitions completed during the year ended December 31, 2019, at the respective acquisition dates, are as follows: (in thousands) Consideration: Cash $ 10,582 Holdbacks 915 Fair value of contingent consideration 2,519 Total consideration $ 14,016 Recognized amounts of identifiable assets acquired and liabilities assumed: Assets Accounts receivable $ 6,853 Other assets 1,390 Identifiable intangible assets 10,400 Total assets 18,643 Liabilities Accounts payable 2,138 Accrued compensation and benefits 2,478 Deferred revenue 1,258 Long-term debt 1,009 Deferred income tax liabilities 2,334 Noncontrolling interest and other liabilities 2,761 Total liabilities and noncontrolling interest 11,978 Total identifiable net assets 6,665 Goodwill arising from acquisitions $ 7,351 |
Schedule of Fair Value and Estimated Useful Lives of Intangible Assets Acquired | (in thousands) Amount Weighted Average Useful Life Client relationships $ 7,562 10 years Trade names 2,838 5 years Total identifiable intangible assets $ 10,400 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary Of Changes In Goodwill | Sales Marketing Total (in thousands) Gross carrying amount as of December 31, 2019 $ 2,090,340 $ 678,356 $ 2,768,696 Accumulated impairment charge (1) (652,000 ) — (652,000 ) Balance at December 31, 2019 $ 1,438,340 $ 678,356 $ 2,116,696 Acquisitions 20,788 22,605 43,393 Foreign exchange translation effects 3,250 — 3,250 Balance at December 31, 2020 $ 1,462,378 $ 700,961 $ 2,163,339 Sales Marketing Total (in thousands) Gross carrying amount as of December 31, 2018 $ 2,085,684 $ 672,683 $ 2,758,367 Accumulated impairment charge (1) (652,000 ) — (652,000 ) Balance at December 31, 2018 $ 1,433,684 $ 672,683 $ 2,106,367 Acquisitions 2,948 4,403 7,351 Foreign exchange translation effects (418 ) 1,270 852 Foreign exchange translation effects 2,126 — 2,126 Balance at December 31, 2019 $ 1,438,340 $ 678,356 $ 2,116,696 |
Summary Of Intangible Assets | December 31, 2020 (in thousands) Weighted Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Carrying Value Finite-lived intangible assets: Client relationships 14 years $ 2,455,360 $ 977,140 $ — $ 1,478,220 Trade names 8 years 134,220 66,209 — 68,011 Developed technology 5 years 10,160 5,989 — 4,171 Covenant not to compete 5 years 6,100 3,706 — 2,394 Total finite-lived intangible assets 2,605,840 1,053,044 — 1,552,796 Indefinite-lived intangible assets: Trade names 1,480,000 — 580,000 900,000 Total other intangible assets $ 4,085,840 $ 1,053,044 $ 580,000 $ 2,452,796 December 31, 2019 (in thousands) Weighted Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Carrying Value Finite-lived intangible assets: Client relationships 14 years $ 2,408,573 $ 798,153 $ — $ 1,610,420 Trade names 8 years 132,844 52,485 — 80,359 Developed technology 5 years 10,160 3,957 — 6,203 Covenant not to compete 5 years 6,100 2,486 — 3,614 Total finite-lived intangible assets 2,557,677 857,081 — 1,700,596 Indefinite-lived intangible assets: Trade names 1,480,000 — 580,000 900,000 Total other intangible assets $ 4,037,677 $ 857,081 $ 580,000 $ 2,600,596 |
Summary Of Estimated Future Amortization Expenses Of Intangible Assets | (in thousands) 2021 195,704 2022 193,094 2023 189,512 2024 188,549 2025 183,401 Thereafter 602,536 Total amortization expense $ 1,552,796 |
Prepaid and Other Assets (Table
Prepaid and Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consist of the following: December 31, (in thousands) 2020 2019 Inventory $ 44,185 $ 25,163 Prepaid expenses 31,792 25,136 Taxes 11,006 326 Miscellaneous receivables 9,244 9,500 Interest rate cap 1,824 — Workers’ compensation receivables 881 1,109 Other current assets 6,711 8,186 Total prepaid expenses and other current assets $ 105,643 $ 69,420 |
Schedule of Other Non Current Assets | December 31, (in thousands) 2020 2019 Operating lease right-of-use assets $ 49,773 $ 93,924 Deposits 6,986 8,364 Contingent consideration receivable — 6,120 Workers’ compensation receivable 4,400 5,583 Other long-term assets 4,807 2,556 Total other assets $ 65,966 $ 116,547 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following: December 31, (in thousands) 2020 2019 Software $ 106,250 $ 126,796 Computer hardware 69,428 76,558 Leasehold improvements 32,584 54,293 Furniture, fixtures, and other 16,736 28,868 Total property and equipment 224,998 286,515 Less: accumulated depreciation (144,982 ) (171,825 ) Total property and equipment, net $ 80,016 $ 114,690 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Schedule Of Other Accrued Expenses | Other accrued expenses consist of the following: December 31, 2020 2019 (in thousands) Interest rate cap and accrued interest payable $ 25,266 $ 1,520 Operating lease liability 20,894 34,072 Rebates due to retailers 11,246 6,979 Contingent consideration 10,733 24,502 Client deposits 10,706 8,674 Client refunds related to the Take 5 Matter 9,417 14,946 Employee insurance reserves 8,759 9,418 Taxes 6,602 6,342 Holdbacks 5,764 2,630 Note payable related to contingent consideration 4,048 9,385 Restructuring charges 1,344 2,615 Other accrued expenses 6,979 7,752 Total other accrued expenses $ 121,758 $ 128,835 |
Schedule Of Other Long Term Liabilities | Other long-term liabilities consist of the following: December 31, 2020 2019 (in thousands) Operating lease liability $ 44,737 $ 84,902 Contingent consideration 35,168 23,147 Workers’ compensation and other insurance reserves 30,552 29,718 Deferred employer social security taxes 24,034 — Interest rate cap 900 2,294 Holdbacks 504 926 Taxes 525 525 Other long-term liabilities 5,490 4,785 Total other long-term liabilities $ 141,910 $ 146,297 |
Summary Of Changes in Carrying Value Of Estimated Contingent Consideration Liabilities | The following table summarizes the changes in the carrying value of estimated contingent consideration liabilities: Year Ended December 31, (in thousands) 2020 2019 Beginning of the period $ 47,649 $ 85,977 Fair value of acquisitions 14,766 2,519 Payments (21,875 ) (37,100 ) Note issuance for settlements (4,048 ) (9,385 ) Changes in fair value 9,971 6,064 Foreign exchange translation effects (562 ) (426 ) End of the period $ 45,901 $ 47,649 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Long term Debt, Net of Current Portion | December 31, 2020 December 31, 2019 (in thousands) New Term Loan Facility $ 1,325,000 $ — Notes 775,000 — First Lien Term Loan — 2,467,529 Second Lien Term Loan — 760,000 New Revolving Credit Facility 50,000 — Notes payable and deferred obligations 3,618 2,053 2,153,618 3,229,582 Less: current portion 63,745 27,655 Less: debt issuance costs 60,545 29,840 Long-term debt, net of current portion $ 2,029,328 $ 3,172,087 |
Summary of Future Minimum Principal Payments on Long-term Debt | Future minimum principal payments on long-term debt are as follows: (in thousands) 2021 $ 13,745 2022 13,298 2023 13,293 2024 13,274 2025 13,277 Thereafter 2,086,731 Total future minimum principal payments $ 2,153,618 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Present Value of Lease Payments for Remaining Lease Term | Based on the present value of the lease payments for the remaining lease term of the Company’s existing leases, the Company’s right-of-use assets and lease liabilities for operating leases as of December 31, 2020 and 2019 were as follows: (in thousands) Classification December 31, December 31, Assets Operating lease right-of-use assets Other assets $ 49,772 93,924 Liabilities Current operating lease liabilities Other accrued expenses 20,894 34,072 Noncurrent operating lease liabilities Other long-term liabilities 44,737 84,902 Total leased liabilities $ 65,631 118,974 |
Schedule of Right-of-use Assets and Related Lease Liabilities | Information related to the Company’s right-of-use assets and related lease liabilities were as follows: Year Ended December 31, (in thousands) 2020 2019 Cash paid for operating lease liabilities $ 42,670 32,229 Right-of-use assets obtained in exchange for new operating lease obligations 7,496 40,536 Weighted-average remaining lease term 4.7 years 4.4 years Weighted-average discount rate 9.8 % 10.0 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of December 31, 2020 were as follows: (in thousands) 2021 $ 27,323 2022 17,691 2023 11,748 2024 8,962 2025 5,266 Thereafter 7,004 Total lease payments $ 77,994 Less imputed interest (12,363 ) Present value of lease liabilities $ 65,631 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Financial Liabilities Measured on Recurring Basis | Long-term Debt The following table sets forth the carrying values and fair values of the Company’s financial liabilities measured on a recurring basis, categorized by input level within the fair value hierarchy: (in thousands) Carrying Value Fair Value (Level 2) Balance at December 31, 2020 New Term Loan Credit Facility $ 1,325,000 $ 1,447,993 Notes 775,000 884,826 New Revolving Credit Facility 50,000 50,000 Notes payable and deferred obligations 3,618 3,618 Total long-term debt $ 2,153,618 $ 2,386,437 (in thousands) Carrying Value Fair Value (Level 2) Balance at December 31, 2019 First Lien Term Loan $ 2,467,529 $ 2,413,663 Second Lien Term Loan 760,000 733,526 Notes payable and deferred obligations 2,053 1,872 Total long-term debt $ 3,229,582 $ 3,149,061 |
Summary of the estimated using the Black-Scholes option pricing | The fair value of the warrants on the date of issuance and on each remeasurement date of those warrants classified as liabilities is estimated using the Black-Scholes option pricing model using the following inputs and assumptions: Year Ended December 31, 2020 Date Fair value warrants per share $ 2.90 $ 1.07 Share price $ 13.17 $ 8.86 Exercise price per share $ 11.50 $ 11.50 Term (years) 4.8 years 5.0 years Implied volatility 17.0 % 23.4 % Risk-free interest rate 0.4 % 0.3 % Dividend yield 0.0 % 0.0 % |
Fair Value, Recurring [Member] | |
Schedule of fair value assets measured on a 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. The carrying amounts of “Cash and cash equivalents”, “Accounts receivable”, and “Accounts payable” approximate fair value due to the short-term maturities of these financial instruments in the Consolidated Balance Sheets. December 31, 2020 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Cash and cash equivalents $ 204,301 $ 204,301 $ — $ — Derivative financial instruments 1,824 — 1,824 — Total assets measured at fair value $ 206,125 $ 204,301 $ 1,824 $ — Liabilities measured at fair value Derivative financial instruments $ 1,882 $ — $ 1,882 $ — Warrant liability 21,234 — — 21,234 Contingent consideration liabilities 45,901 — — 45,901 Total liabilities measured at fair value $ 69,017 $ — $ 1,882 $ 67,135 December 31, 2019 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Cash and cash equivalents $ 184,224 $ 184,224 $ — $ — Contingent consideration receivable 6,120 — — 6,120 Total assets measured at fair value $ 190,344 $ 184,224 $ — $ 6,120 Liabilities measured at fair value Derivative financial instruments $ 3,277 $ — $ 3,277 $ — Contingent consideration liabilities 47,649 — — 47,649 Total liabilities measured at fair value $ 50,926 $ — $ 3,277 $ 47,649 |
Equity-Based Compensation and_2
Equity-Based Compensation and Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share Based Compensation Activity | The following table summarizes the activity in the Common Series C Units during the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Beginning of the period 174,190 156,975 150,906 Grants 2,900 21,953 10,830 Forfeitures (5,064 ) (4,738 ) (4,416 ) Repurchases — — (345 ) End of the period 172,026 174,190 156,975 The following table summarizes the activity in the Common Series C-2 Units during the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Beginning of the period 33,400 33,525 — Grants 2,500 1,425 34,275 Forfeitures (3,625 ) (1,550 ) (750 ) End of the period 32,275 33,400 33,525 |
Common Series C Units [Member] | |
Schedule Of Assumption Used To Determine Fair Value | The following weighted average assumptions were used in determining the fair value of Common Series C Unit grants made during the years ended December 31, 2020, 2019, and 2018: Year Ended December 31, 2020 2019 2018 Grant date fair value $ 201.25 $ 37.90 $ 167.40 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 75.3 % 41.2 % 36.0 % Risk-free interest rate 0.2 % 2.5 % 2.3 % Lack of marketability discount 30.5 % 31.3 % 29.2 % Expected term (years) 1.0 1.0 1.0 |
Common Series D Units [Member] | |
Schedule Of Assumption Used To Determine Fair Value | The following assumptions were used in determining the fair value for the years ended December 31, 2020, 2019, and 2018: Year Ended December 31, 2020 2019 2018 Grant date fair value $ 300.00 $ 300.00 $ 300.00 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 48.0 % 44.0 % 40.0 % Risk-free interest rate 0.1 % 1.6 % 2.6 % Lack of marketability discount 23.0 % 26.0 % 25.0 % Expected term (years) 1.0 1.0 1.0 |
Common Series C2 Units [Member] | |
Schedule Of Assumption Used To Determine Fair Value | The following weighted average assumptions were used in determining the fair value of Common Series C-2 Unit grants made during the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Grant date fair value $ 223.00 $ 284.00 $ 652.99 Dividend yield 0.0 % 0.0 % 0.0 % Yield Test Probability 23.3 % 39.0 % 97.1 % Cost of Equity Capital 11.8 % 11.1 % 12.3 % Expected term (years) 1.0 2.0 3.0 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule Of Restructuring activity | The following table summarizes the Company’s restructuring activity: Severance Facilities and Other Total Restructuring (In thousands) Balance at December 31, 2017 $ 13,257 $ — $ 13,257 Charges 7,901 4,564 12,465 Payments/utilization (16,841 ) (1,862 ) (18,703 ) Foreign exchange translation effects (867 ) (48 ) (915 ) Balance at December 31, 2018 3,450 2,654 6,104 Charges 2,271 3,114 5,385 Payments/utilization (4,398 ) (4,476 ) (8,874 ) Balance at December 31, 2019 $ 1,323 $ 1,292 $ 2,615 Charges 4,601 755 5,356 Payments/utilization (5,380 ) (1,292 ) (6,672 ) Balance at December 31, 2020 $ 544 $ 755 $ 1,299 |
Summary of the Company's restructuring charges by segment | The following table summarizes the Company’s restructuring charges by segment: Year Ended December 31, (In thousands) 2020 2019 2018 Sales $ 2,451 $ 2,928 $ 6,663 Marketing 2,905 2,457 5,802 Total restructuring charges $ 5,356 $ 5,385 $ 12,465 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The (benefit from) provision for income taxes is as follows: Year Ended December 31, 2020 2019 2018 (in thousands) Current tax (benefit) expense Federal $ (9,106 ) $ 45,874 $ 21,399 State 4,710 11,311 11,742 Foreign 13,422 12,231 12,140 Total current tax expense 9,026 69,416 45,281 Deferred tax (benefit) expense Federal (6,501 ) (53,314 ) (164,208 ) State 868 (11,055 ) (48,653 ) Foreign (8,724 ) (3,694 ) (754 ) Total deferred tax benefit (14,357 ) (68,063 ) (213,615 ) Total (benefit from) provision for income taxes $ (5,331 ) $ 1,353 $ (168,334 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the provision for taxes based on the federal statutory income tax rate attributable to the Company’s effective income tax rate is as follows: Year Ended December 31, 2020 2019 2018 Statutory U.S. rate 21.0 % 21.0 % 21.0 % State tax, net of federal tax benefit (2.4 )% (1.1 )% 2.2 % Foreign tax, net of federal tax benefit 1.1 % (17.4 )% (0.4 )% Goodwill impairment — — (10.4 )% Global Intangible Low Taxed Income — (8.3 )% (0.2 )% Transaction expenses (0.1 )% (5.4 )% (0.1 )% Disallowed Executive Compensation (3.2 )% — — Equity-based compensation (10.4 )% (1.5 )% 0.2 % Meals and entertainment (0.7 )% (11.1 )% (0.2 )% Contingent consideration fair value adjustment (1.3 )% 7.1 % 0.7 % Fair value of warrant liability (1.6 )% — — Non-deductible expenses (0.3 )% (4.6 )% — Return to provision on permanent differences 0.1 % 8.2 % 0.1 % Work opportunity tax credit 0.4 % 3.3 % — Research and development credit 0.3 % 4.0 % — Other 0.1 % (1.6 )% (0.1 )% Effective tax rate 3.0 % (7.4 )% 12.8 % |
Schedule of geographic components of (loss) income before income taxes | The geographic components of (loss) income before income taxes are as follows: Year Ended December 31, 2020 2019 2018 (in thousands) U.S. sources $ (203,526 ) $ (32,893 ) $ (1,347,770 ) Non-U.S. sources 23,125 14,490 28,213 Loss before income taxes $ (180,401 ) $ (18,403 ) $ (1,319,557 ) |
Schedule of net deferred tax assets | Net deferred tax liabilities consist of the following: December 31, (in thousands) 2020 2019 Deferred tax assets Accrued liabilities $ 77,599 $ 70,420 Social security tax deferral 12,656 — Interest expense 20,851 49,586 Transaction expenses 8,643 5,325 Net operating losses 10,557 7,671 ROU liabilities 11,996 26,648 Debt Cost 6,422 973 Acquired intangibles, including goodwill 2,205 2,292 Insurance reserves 2,262 2,403 Other 4,755 6,158 Total deferred tax assets 157,946 171,476 Deferred tax liabilities Acquired intangibles including goodwill 618,697 636,245 Restructuring expenses 4,977 6,857 Depreciation 2,464 1,617 ROU assets 7,890 20,294 Unrealized transactions — 990 Other 6,266 6,038 Total deferred tax liabilities 640,294 672,041 Less: deferred income tax asset valuation allowances (6,706 ) (5,570 ) Net deferred tax liabilities $ 489,054 $ 506,135 December 31, (in thousands) 2020 2019 Reported as: Noncurrent deferred tax asset $ 2,188 $ 227 Noncurrent deferred tax liability 491,242 506,362 Net deferred tax liabilities $ 489,054 $ 506,135 |
Segments and Geographic Infor_2
Segments and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Summary Of Revenue And Operating Income | The Company and its chief operating decision maker evaluate performance based on revenues and operating income. (in thousands) Sales Marketing Total Year Ended December 31, 2020 Revenues $ 2,060,593 $ 1,095,078 $ 3,155,671 Depreciation and amortization $ 171,569 $ 67,029 $ 238,598 Operating income $ 63,305 $ 3,701 $ 67,006 Year Ended December 31, 2019 Revenues $ 1,954,705 $ 1,830,358 $ 3,785,063 Depreciation and amortization $ 161,563 $ 71,010 $ 232,573 Operating income $ 127,961 $ 85,713 $ 213,674 Year Ended December 31, 2018 Revenues $ 1,857,004 $ 1,850,624 $ 3,707,628 Depreciation and amortization $ 157,098 $ 68,135 $ 225,233 Operating loss $ (1,072,702 ) $ (17,212 ) $ (1,089,914 ) |
Summary of Revenues and Long-lived Assets by Services Provided in Geographic Region | Revenues and long-lived assets by services provided in geographic region are as follows: Year Ended December 31, (in thousands) 2020 2019 2018 Revenues North America $ 2,792,238 $ 3,324,019 $ 3,257,937 International 363,433 461,044 449,691 Total revenues $ 3,155,671 $ 3,785,063 $ 3,707,628 December 31, (in thousands) 2020 2019 Long-Lived Assets North America $ 72,722 $ 107,940 International 7,294 6,750 Total long-lived assets $ 80,016 $ 114,690 |
Organization and Significant _4
Organization and Significant Accounting Policies - Summary of Consolidated Statement of Balance sheet (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current liabilities | |||||
Warrant liability | $ 21,234 | ||||
Total liabilities | 3,258,703 | $ 4,342,877 | |||
Equity attributable to stockholder of Advantage Solutions Inc. | |||||
Additional paid-incapital | 3,348,546 | 2,337,471 | |||
Accumulated deficit | (921,101) | (745,295) | |||
Total equity attributable to stockholders of Advantage Solutions Inc. | 2,421,835 | 1,577,799 | |||
Total stockholders' equity | 2,518,789 | $ 1,669,806 | $ 1,669,314 | $ 2,847,366 | |
Previously Reported | |||||
Current liabilities | |||||
Warrant liability | 0 | ||||
Total liabilities | 3,237,469 | ||||
Equity attributable to stockholder of Advantage Solutions Inc. | |||||
Additional paid-incapital | 3,356,417 | ||||
Accumulated deficit | (907,738) | ||||
Total equity attributable to stockholders of Advantage Solutions Inc. | 2,443,069 | ||||
Total stockholders' equity | 2,540,023 | $ 2,847,366 | |||
Revision of Prior Period, Adjustment | |||||
Current liabilities | |||||
Warrant liability | [1] | 21,234 | |||
Total liabilities | 21,234 | ||||
Equity attributable to stockholder of Advantage Solutions Inc. | |||||
Additional paid-incapital | [1] | (7,871) | |||
Accumulated deficit | [1] | (13,363) | |||
Total equity attributable to stockholders of Advantage Solutions Inc. | (21,234) | ||||
Total stockholders' equity | $ (21,234) | ||||
[1] | The adjustments reflect the error correction to record the initial warrant liability from the private placement warrants and to remeasure the warrant liability to the fair value as of December 31, 2020. The initial fair value of the private placement warrants of $7.9 million was recorded on the Closing date as a warrant liability with a decrease to additional paid-in capital. Subsequently, the warrant liability was adjusted to fair value of $21.2 million and the difference of $13.3 million was reflected in “Change in fair value of warrant liability” in the Consolidated Statements of Operations and Comprehensive Loss. |
Organization and Significant _5
Organization and Significant Accounting Policies - Summary of Condensed Income Statement (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Other expenses: | ||||
Changes in fair value of warrant liability | $ 13,363 | |||
Total other expenses | 247,407 | $ 232,077 | $ 229,643 | |
Loss before income taxes | (180,401) | (18,403) | (1,319,557) | |
Net loss | (175,070) | (19,756) | (1,151,223) | |
Net loss attributable to stockholders of Advantage Solutions Inc. | (175,806) | (21,172) | (1,157,332) | |
Other comprehensive loss, net tax: | ||||
Total comprehensive loss attributable to stockholders of Advantage Solutions Inc. | $ (166,979) | $ (15,675) | $ (1,166,293) | |
Net loss per common share: | ||||
Basic and diluted | $ (0.79) | $ (0.10) | $ (5.68) | |
Previously Reported | ||||
Other expenses: | ||||
Changes in fair value of warrant liability | $ 0 | |||
Total other expenses | 234,044 | |||
Loss before income taxes | (167,038) | |||
Net loss | (161,707) | |||
Net loss attributable to stockholders of Advantage Solutions Inc. | (162,443) | |||
Other comprehensive loss, net tax: | ||||
Total comprehensive loss attributable to stockholders of Advantage Solutions Inc. | $ (153,616) | |||
Net loss per common share: | ||||
Basic and diluted | $ (0.73) | |||
Revision of Prior Period, Adjustment | ||||
Other expenses: | ||||
Changes in fair value of warrant liability | [1] | $ 13,363 | ||
Total other expenses | 13,363 | |||
Loss before income taxes | (13,363) | |||
Net loss | (13,363) | |||
Net loss attributable to stockholders of Advantage Solutions Inc. | (13,363) | |||
Other comprehensive loss, net tax: | ||||
Total comprehensive loss attributable to stockholders of Advantage Solutions Inc. | $ (13,363) | |||
Net loss per common share: | ||||
Basic and diluted | $ (0.06) | |||
[1] | The adjustments reflect the error correction to record the initial warrant liability from the private placement warrants and to remeasure the warrant liability to the fair value as of December 31, 2020. The initial fair value of the private placement warrants of $7.9 million was recorded on the Closing date as a warrant liability with a decrease to additional paid-in capital. Subsequently, the warrant liability was adjusted to fair value of $21.2 million and the difference of $13.3 million was reflected in “Change in fair value of warrant liability” in the Consolidated Statements of Operations and Comprehensive Loss. |
Organization and Significant _6
Organization and Significant Accounting Policies - Summary of Condensed Cash Flow Statements (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (175,070) | $ (19,756) | $ (1,151,223) | |
Adjustments to reconcile net loss to net cash provided by operating activities | ||||
Changes in fair value of warrant liability | 13,363 | |||
Changes in operating assets and liabilities, net effects from purchases of businesses: | ||||
Net cash provided by operating activities | 345,730 | $ 151,343 | $ 126,348 | |
SUPPLEMENTAL CASH FLOW INFORMATION | ||||
Fair value of liability for private placement warrants acquired at Closing | 7,871 | |||
Previously Reported | ||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | (161,707) | |||
Adjustments to reconcile net loss to net cash provided by operating activities | ||||
Changes in fair value of warrant liability | 0 | |||
Changes in operating assets and liabilities, net effects from purchases of businesses: | ||||
Net cash provided by operating activities | 345,730 | |||
SUPPLEMENTAL CASH FLOW INFORMATION | ||||
Fair value of liability for private placement warrants acquired at Closing | 0 | |||
Revision of Prior Period, Adjustment | ||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | (13,363) | |||
Adjustments to reconcile net loss to net cash provided by operating activities | ||||
Changes in fair value of warrant liability | [1] | 13,363 | ||
Changes in operating assets and liabilities, net effects from purchases of businesses: | ||||
Net cash provided by operating activities | 0 | |||
SUPPLEMENTAL CASH FLOW INFORMATION | ||||
Fair value of liability for private placement warrants acquired at Closing | [1] | $ 7,871 | ||
[1] | The adjustments reflect the error correction to record the initial warrant liability from the private placement warrants and to remeasure the warrant liability to the fair value as of December 31, 2020. The initial fair value of the private placement warrants of $7.9 million was recorded on the Closing date as a warrant liability with a decrease to additional paid-in capital. Subsequently, the warrant liability was adjusted to fair value of $21.2 million and the difference of $13.3 million was reflected in “Change in fair value of warrant liability” in the Consolidated Statements of Operations and Comprehensive Loss. |
Organization and Significant _7
Organization and Significant Accounting Policies - Cash And Cash Equivalents (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 204,301 | $ 184,224 | $ 141,590 | |
Restricted cash | 15,665 | 14,801 | 2,929 | |
Total cash, cash equivalents and restricted cash | $ 219,966 | $ 199,025 | $ 144,519 | $ 188,622 |
Organization and Significant _8
Organization and Significant Accounting Policies - Property Plant And Equipment Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
Minimum [Member] | Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, useful lives | 3 years |
Minimum [Member] | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, useful lives | 3 years |
Minimum [Member] | Computer hardware and other equipment | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, useful lives | 3 years |
Minimum [Member] | Software | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, useful lives | 3 years |
Maximum [Member] | Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, useful lives | 10 years |
Maximum [Member] | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, useful lives | 7 years |
Maximum [Member] | Computer hardware and other equipment | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, useful lives | 5 years |
Maximum [Member] | Software | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, useful lives | 5 years |
Organization and Significant _9
Organization and Significant Accounting Policies - Property Plant And Equipment Useful Lives (Parenthetical) (Detail) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Period over which internal use developed software costs are amortised | 5 years | 5 years | 5 years |
Organization and Significant_10
Organization and Significant Accounting Policies - Disaggregation Of Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 3,155,671 | $ 3,785,063 | $ 3,707,628 |
Sales Revenues [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,060,593 | 1,954,705 | 1,857,004 |
Marketing Revenues [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,095,078 | 1,830,358 | 1,850,624 |
Marketing Brand Centric Services [Member] | Marketing Revenues [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 429,200 | 474,928 | 424,373 |
Marketing Retail Centric Services [Member] | Marketing Revenues [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 665,878 | 1,355,430 | 1,426,251 |
Sales Brand Centric Services [Member] | Sales Revenues [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,204,240 | 1,209,480 | 1,177,989 |
Sales Brand Retail Services [Member] | Sales Revenues [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 856,353 | $ 745,225 | $ 679,015 |
Organization and Significant_11
Organization and Significant Accounting Policies - Earnings Per Share Basic And Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share, Basic and Diluted [Abstract] | |||
Net loss attributable to stockholders | $ (175,806) | $ (21,172) | $ (1,157,332) |
Weighted average common shares outstanding | 223,227,833 | 203,750,000 | 203,750,000 |
Basic and diluted loss per common share | $ (0.79) | $ (0.10) | $ (5.68) |
Organization and Significant_12
Organization and Significant Accounting Policies - Additional Information (Details) - USD ($) | Jan. 15, 2021 | Jan. 31, 2021 | May 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 28, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Business combination fair value of contingent consideration payable | $ 45,901,000 | $ 47,649,000 | $ 85,977,000 | ||||
Business combination holdback consideration payable | 1,400,000 | ||||||
Other comprehensive income foreign currency translation gain loss after tax | 13,038,000 | 7,012,000 | (12,345,000) | ||||
Goodwill impairment charge | 652,000,000 | ||||||
Impairment of indefinitely lived intangible assets | 0 | 0 | 580,000,000 | ||||
Impairment of long lived assets held for use | 0 | 0 | $ 0 | ||||
Contract with customers liability revenue recognised | 33,200,000 | ||||||
Unrecognised income tax position | $ 600,000 | $ 600,000 | |||||
Share price | $ 13.17 | $ 8.86 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares issued | 318,425,182 | 203,750,000 | |||||
Payments for merger related costs | $ 24,000,000 | ||||||
Exercise price per share | $ 0.01 | ||||||
Number of warrants exercised | 0 | 0 | 0 | ||||
Fair Value Adjustment of Warrants | $ 13,363,000 | ||||||
Deferred taxes | (5,331,000) | $ 1,353,000 | $ (168,334,000) | ||||
Revision Adjustment [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Fair Value Adjustment of Warrants | 21,200,000 | ||||||
Minimum [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 7,900,000 | ||||||
Sales Trade Name [Member] | Minimum [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Indefinite lived intangible assets (excluding goodwill) fair value disclosure percentage | 8.30% | ||||||
Sales Trade Name [Member] | Maximum [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Indefinite lived intangible assets (excluding goodwill) fair value disclosure percentage | 13.30% | ||||||
Marketing Trade Name [Member] | Minimum [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Indefinite lived intangible assets (excluding goodwill) fair value disclosure percentage | 8.40% | ||||||
Marketing Trade Name [Member] | Maximum [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Indefinite lived intangible assets (excluding goodwill) fair value disclosure percentage | 10.00% | ||||||
General and Administrative Expense [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Transaction bonuses | $ 39,800,000 | ||||||
Non cash share based compensation | 76,000,000 | ||||||
Other Expenses [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 7,900,000 | ||||||
Change in fair value of warrant liability [Member] | Revision Adjustment [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Fair Value Adjustment of Warrants | $ 13,400,000 | ||||||
Warrant [Member] | ADV | ADVWW | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Price Per Share (In Dollars Per Share) | $ 11.50 | ||||||
Private Placement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Issuance of common stock to investor, shares | 7,333,333 | ||||||
Class of warrant or right issued during the period | 7,333,333 | ||||||
Private Placement [Member] | Other Expenses [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 7,900,000 | ||||||
Conyers Park Trust [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Deferred taxes | 3,900,000 | ||||||
Redemptions from shareholders | 323,100,000 | ||||||
Transaction expenses incurred | 37,300,000 | ||||||
Proceeds received | $ 93,900,000 | ||||||
Class A Common Stock | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Common stock, par value | $ 0.0001 | ||||||
Common stock, shares issued | 318,425,182 | ||||||
Number of warrants to purchase | 18,583,333 | ||||||
Exercise price per share | $ 11.50 | ||||||
Shares outstanding | 109,675,182 | ||||||
Class A Common Stock | Advantage Sponsors or Affiliates [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Issuance of common stock to investor, shares | 34,410,000 | ||||||
Class A Common Stock | PIPE Investor [Member] | Investor Subscription Agreements [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Common stock, shares issued | 85,540,000 | ||||||
Proceeds from issuance of common stock | $ 855,400,000 | ||||||
Class A Common Stock | Private Placement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Price Per Share (In Dollars Per Share) | $ 11.50 | ||||||
Class A Common Stock | Private Placement [Member] | PIPE Investor [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Price Per Share (In Dollars Per Share) | $ 10 | ||||||
Issuance of common stock to investor, shares | 51,130,000 | ||||||
Class A Common Stock | Conyers Park Trust [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Redemption of shares | 32,114,818 | ||||||
Redemption price | $ 10.06 | ||||||
Proceeds from redemption of shares | $ 323,100,000 | ||||||
Shares outstanding | 12,885,182 | ||||||
Class A Common Stock | Reverse Recapitalization [Member] | Topco [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number of aggregate shares issued (in Shares) | 203,750,000 | ||||||
Common stock, par value | $ 0.0001 | ||||||
Class B Common Stock | Conyers Park Trust [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Redemption of shares | 11,250,000 | ||||||
Redemption price | $ 0.0001 | ||||||
UNITED STATES [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Other comprehensive income foreign currency translation gain loss after tax | $ 2,100,000 | $ 2,900,000 | 4,400,000 | ||||
Performance Shares [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Antidilutive securities excluded from the computation of earnnings per share | 5,000,000 | ||||||
Performance Shares [Member] | Class A Common Stock | Topco [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Share based compensation by share based payment arangement equity instruments other than options vested | 5,000,000 | ||||||
Sales Reporting Unit [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Carrying value in excess of the fair value in percentage terms goodwill | 8.30% | 3.50% | |||||
Marketing Reporting Unit [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Carrying value in excess of the fair value in percentage terms goodwill | 20.00% | ||||||
Take Five [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Business combination total consideration payable | 81,600,000 | ||||||
Business combination fair value of contingent consideration payable | 4,600,000 | ||||||
Business combination holdback consideration payable | 800,000 | ||||||
Business combination gain loss on fair value of assets acquired and liabilities assumed | $ 79,200,000 | ||||||
Proceeds from representation warranty and indemnity policy | $ 7,700,000 | ||||||
Subsequent Event [Member] | Performance Shares [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Share based compensation by share based payment arangement equity instruments other than options vested | 5,000,000 | ||||||
Share price | $ 12 | ||||||
Number of trading days | 20 days | ||||||
Number of consecutive trading days | 30 days | ||||||
Subsequent Event [Member] | Performance Shares [Member] | Topco [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Share based compensation by share based payment arangement equity instruments other than options vested | 5,000,000 | ||||||
Share price | $ 12 | ||||||
Number of trading days | 20 days | ||||||
Number of consecutive trading days | 30 days | ||||||
Subsequent Event [Member] | Performance Shares [Member] | Class A Common Stock | Topco [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number of trading days | 20 days | ||||||
Number of consecutive trading days | 30 days | ||||||
Issuance of common stock to investor, shares | 5,000,000 |
Acquisitions - Schedule of Fair
Acquisitions - Schedule of Fair Values of Identifiable Assets and Liabilities of Acquisitions (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Consideration: | |||
Cash | $ 17,000 | ||
Liabilities | |||
Goodwill arising from acquisitions | 2,163,339 | $ 2,116,696 | $ 2,106,367 |
2020 Acquisitions | |||
Consideration: | |||
Cash | 68,057 | ||
Holdbacks | 5,260 | ||
Fair value of contingent consideration | 14,766 | ||
Total consideration | 88,083 | ||
Identifiable intangible assets | 42,460 | ||
Assets | |||
Accounts receivable | 3,542 | ||
Other assets | 2,936 | ||
Property and equipment | 321 | ||
Identifiable intangible assets | 42,460 | ||
Total assets | 49,259 | ||
Liabilities | |||
Total liabilities | 4,569 | ||
Total identifiable net assets | 44,690 | ||
Goodwill arising from acquisitions | $ 43,393 | ||
2020 Acquisitions | Client relationships [Member] | |||
Consideration: | |||
Weighted Average Useful Life | 6 years | ||
Identifiable intangible assets | $ 42,460 | ||
Assets | |||
Identifiable intangible assets | $ 42,460 | ||
2019 Acquisitions | |||
Consideration: | |||
Cash | 10,582 | ||
Holdbacks | 915 | ||
Fair value of contingent consideration | 2,519 | ||
Total consideration | 14,016 | ||
Identifiable intangible assets | 10,400 | ||
Assets | |||
Accounts receivable | 6,853 | ||
Other assets | 1,390 | ||
Identifiable intangible assets | 10,400 | ||
Total assets | 18,643 | ||
Liabilities | |||
Accounts payable | 2,138 | ||
Accrued compensation and benefits | 2,478 | ||
Deferred revenue | 1,258 | ||
Long-term debt | 1,009 | ||
Deferred income tax liabilities | 2,334 | ||
Noncontrolling interest and other liabilities | 2,761 | ||
Total liabilities | 11,978 | ||
Total identifiable net assets | 6,665 | ||
Goodwill arising from acquisitions | 7,351 | ||
2019 Acquisitions | Client relationships [Member] | |||
Consideration: | |||
Weighted Average Useful Life | 10 years | ||
Identifiable intangible assets | 7,562 | ||
Assets | |||
Identifiable intangible assets | 7,562 | ||
2019 Acquisitions | Trade names [Member] | |||
Consideration: | |||
Weighted Average Useful Life | 5 years | ||
Identifiable intangible assets | 2,838 | ||
Assets | |||
Identifiable intangible assets | $ 2,838 |
Acquisitions - Schedule of Supp
Acquisitions - Schedule of Supplemental Information on an Unaudited Pro Forma Basis (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | |||
Total revenues | $ 3,181,224 | $ 3,869,643 | $ 3,772,569 |
Net loss attributable to stockholders of Advantage Solutions Inc. | $ (169,507) | $ (12,696) | $ (1,152,738) |
Basic and diluted earnings per share | $ (0.76) | $ (0.06) | $ (5.66) |
Acquisitions -Additional Inform
Acquisitions -Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)Businesses | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | |||
Number of acquired businesses | Business | Businesses | 2 | ||
Cash paid for business acquisition | $ 17,000 | ||
Contingent consideration | 45,901 | $ 47,649 | $ 85,977 |
Business combination holdback consideration payable | 1,400 | ||
Business acquisition, maximum contingent consideration | $ 286,200 | ||
Acquisitions In 2020 [Member] | |||
Business Acquisition [Line Items] | |||
Number of acquired businesses | Business | Businesses | 5 | ||
Purchase price | $ 88,100 | ||
Cash paid for business acquisition | 68,000 | ||
Contingent consideration | 14,800 | ||
Business combination holdback consideration payable | 5,300 | ||
Business acquisition, maximum contingent consideration | $ 53,000 | ||
Period of settlement of holdback consideration | 24 months | ||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 26,700 | ||
Bsuiness combination revenue of the acquiree since acquisition date | 64,300 | ||
Business combination transaction costs incurred and recognised in the income statement | $ 200 | ||
Acquisitions In 2020 [Member] | Sales Agencies [Member] | |||
Business Acquisition [Line Items] | |||
Number of acquired businesses | Business | Businesses | 3 | ||
Acquisitions In 2020 [Member] | Marketing Agencies [Member] | |||
Business Acquisition [Line Items] | |||
Number of acquired businesses | Business | Businesses | 2 | ||
Acquisitions In 2019 [Member] | |||
Business Acquisition [Line Items] | |||
Number of acquired businesses | Business | Businesses | 4 | ||
Purchase price | 14,000 | ||
Cash paid for business acquisition | 10,600 | ||
Contingent consideration | 2,500 | ||
Business combination holdback consideration payable | 900 | ||
Business acquisition, maximum contingent consideration | $ 10,700 | ||
Period of settlement of holdback consideration | 24 months | ||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 300 | ||
Business Acquisition, Current Revenues of Acquiree | 17,300 | ||
Business Acquisition, transaction costs incurred | $ 400 | ||
Acquisitions In 2019 [Member] | Sales Agencies [Member] | |||
Business Acquisition [Line Items] | |||
Number of acquired businesses | Business | Businesses | 2 | ||
Acquisitions In 2019 [Member] | Marketing Agencies [Member] | |||
Business Acquisition [Line Items] | |||
Number of acquired businesses | Business | Businesses | 2 | ||
Acquisitions In 2018 [Member] | |||
Business Acquisition [Line Items] | |||
Number of acquired businesses | Business | Businesses | 4 | ||
Purchase price | 129,800 | ||
Cash paid for business acquisition | 109,800 | ||
Contingent consideration | 18,700 | ||
Business combination holdback consideration payable | $ 1,400 | ||
Business acquisition, maximum contingent consideration | 127,000 | ||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 45,100 | ||
Business Acquisition, Current Revenues of Acquiree | 29,600 | ||
Business Acquisition, transaction costs incurred | 2,100 | ||
Acquisitions In 2018 [Member] | Marketing Agencies [Member] | |||
Business Acquisition [Line Items] | |||
Number of acquired businesses | Business | Businesses | 5 | ||
Take Five [Member] | |||
Business Acquisition [Line Items] | |||
Purchase price | 81,600 | ||
Contingent consideration | 4,600 | ||
Business combination holdback consideration payable | 800 | ||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain (Loss), Net | 79,200 | ||
Cash Paid | 76,200 | ||
Loss On Acquired Liabilities Remaining | $ 3,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets -Additional Information (Detail) - USD ($) $ in Millions | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | |
Goodwill [Line Items] | |||
Goodwill impairment charges | $ 652 | ||
Intangible assets acquired | $ 10.4 | $ 42.5 | |
Amortization expense | 189.9 | $ 191.2 | 188.8 |
Intangible asset impairment charges | $ 580 | ||
Sales [Member] | |||
Goodwill [Line Items] | |||
Goodwill impairment charges | $ 652 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of changes in goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Line Items] | |||
Gross carrying amount | $ 2,768,696 | $ 2,758,367 | |
Accumulated impairment charge | (652,000) | (652,000) | |
Opening balance | $ 2,116,696 | 2,106,367 | |
Acquisitions | 43,393 | 7,351 | |
Foreign exchange translation effects | 3,250 | 852 | |
Foreign exchange translation effects | 2,126 | ||
Closing balance | 2,163,339 | 2,116,696 | |
Sales [Member] | |||
Goodwill [Line Items] | |||
Gross carrying amount | 2,090,340 | 2,085,684 | |
Accumulated impairment charge | (652,000) | (652,000) | |
Opening balance | 1,438,340 | 1,433,684 | |
Acquisitions | 20,788 | 2,948 | |
Foreign exchange translation effects | 3,250 | (418) | |
Foreign exchange translation effects | 2,126 | ||
Closing balance | 1,462,378 | 1,438,340 | |
Marketing [Member] | |||
Goodwill [Line Items] | |||
Gross carrying amount | 678,356 | $ 672,683 | |
Opening balance | 678,356 | 672,683 | |
Acquisitions | 22,605 | 4,403 | |
Foreign exchange translation effects | 1,270 | ||
Closing balance | $ 700,961 | $ 678,356 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of intangible assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-lived Intangible Assets [Roll Forward] | ||
Gross Carrying Value | $ 2,605,840 | $ 2,557,677 |
Accumulated Amortization | 1,053,044 | 857,081 |
Net Carrying Value | 1,552,796 | 1,700,596 |
Indefinite-lived Intangible Assets [Roll Forward] | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) | 1,480,000 | 1,480,000 |
Indefinite Lived Trade Names Accumulated Impairment Charges | 580,000 | 580,000 |
Indefinite-Lived Trade Names | 900,000 | 900,000 |
Intangible Assets, Gross (Excluding Goodwill) | 4,085,840 | 4,037,677 |
Other Intangible Assets Accumulated Amortization | 1,053,044 | 857,081 |
Intangible Assets Accumulated Amortization | 580,000 | 580,000 |
Intangible Assets, Net (Including Goodwill) | $ 2,452,796 | $ 2,600,596 |
Client relationships [Member] | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Weighted Average Useful Life | 14 years | 14 years |
Gross Carrying Value | $ 2,455,360 | $ 2,408,573 |
Accumulated Amortization | 977,140 | 798,153 |
Net Carrying Value | $ 1,478,220 | $ 1,610,420 |
Trade names [Member] | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Weighted Average Useful Life | 8 years | 8 years |
Gross Carrying Value | $ 134,220 | $ 132,844 |
Accumulated Amortization | 66,209 | 52,485 |
Net Carrying Value | $ 68,011 | $ 80,359 |
Developed technology [Member] | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Weighted Average Useful Life | 5 years | 5 years |
Gross Carrying Value | $ 10,160 | $ 10,160 |
Accumulated Amortization | 5,989 | 3,957 |
Net Carrying Value | $ 4,171 | $ 6,203 |
Covenant not to compete [Member] | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Weighted Average Useful Life | 5 years | 5 years |
Gross Carrying Value | $ 6,100 | $ 6,100 |
Accumulated Amortization | 3,706 | 2,486 |
Net Carrying Value | $ 2,394 | $ 3,614 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of estimated future amortization expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
2021 | $ 195,704 | |
2022 | 193,094 | |
2023 | 189,512 | |
2024 | 188,549 | |
2025 | 183,401 | |
Thereafter | 602,536 | |
Total amortization expense | $ 1,552,796 | $ 1,700,596 |
Prepaid and Other Assets - Sche
Prepaid and Other Assets - Schedule of prepaid and other current assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Interest rate cap | $ (900) | $ (2,294) |
Total prepaid expenses and other current assets | 105,643 | 69,420 |
Prepaid Expenses and Other Current Assets [Member] | ||
Inventory | 44,185 | 25,163 |
Prepaid expenses | 31,792 | 25,136 |
Taxes | 11,006 | 326 |
Miscellaneous receivables | 9,244 | 9,500 |
Interest rate cap | 1,824 | |
Workers' compensation receivables | 881 | 1,109 |
Other current assets | 6,711 | 8,186 |
Total prepaid expenses and other current assets | $ 105,643 | $ 69,420 |
Prepaid and Other Assets - Sc_2
Prepaid and Other Assets - Schedule of other Noncurrent assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Operating lease right-of-use assets | $ 41,800 | |
Total other assets | 65,966 | $ 116,547 |
Other Noncurrent Assets [Member] | ||
Operating lease right-of-use assets | 49,773 | 93,924 |
Deposits | 6,986 | 8,364 |
Contingent consideration receivable | 6,120 | |
Workers' compensation receivable | 4,400 | 5,583 |
Other long-term assets | 4,807 | 2,556 |
Total other assets | $ 65,966 | $ 116,547 |
Property and Equipment - Schedu
Property and Equipment - Schedule of property and equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 224,998 | $ 286,515 |
Less: accumulated depreciation | (144,982) | (171,825) |
Total property and equipment, net | 80,016 | 114,690 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 106,250 | 126,796 |
Computer hardware and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 69,428 | 76,558 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 32,584 | 54,293 |
Furniture, fixtures, and other | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 16,736 | $ 28,868 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 45,100 | $ 42,700 | $ 36,400 |
Company recognized loss related to disposal of assets | $ (21,091) |
Other Liabilities - Schedule Of
Other Liabilities - Schedule Of Other Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Other Liabilities [Abstract] | ||
Interest rate cap and accrued interest payable | $ 25,266 | $ 1,520 |
Operating lease liability | $ 20,894 | $ 34,072 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Operating lease liability | Operating lease liability |
Rebates due to retailers | $ 11,246 | $ 6,979 |
Contingent consideration | 10,733 | 24,502 |
Client deposits | 10,706 | 8,674 |
Client refunds related to the Take 5 Matter | 9,417 | 14,946 |
Employee insurance reserves | 8,759 | 9,418 |
Taxes | 6,602 | 6,342 |
Holdbacks | 5,764 | 2,630 |
Note payable related to contingent consideration | 4,048 | 9,385 |
Restructuring charges | 1,344 | 2,615 |
Other accrued expenses | 6,979 | 7,752 |
Total other accrued expenses | $ 121,758 | $ 128,835 |
Other Liabilities - Schedule _2
Other Liabilities - Schedule Of Other Long Term Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Other Liabilities [Abstract] | ||
Operating lease liability | $ 44,737 | $ 84,902 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Operating lease liability | Operating lease liability |
Contingent consideration | $ 35,168 | $ 23,147 |
Workers' compensation and other insurance reserves | 30,552 | 29,718 |
Deferred employer social security taxes | 24,034 | |
Interest rate cap | 900 | 2,294 |
Holdbacks | 504 | 926 |
Taxes | 525 | 525 |
Other long-term liabilities | 5,490 | 4,785 |
Total other long-term liabilities | $ 141,910 | $ 146,297 |
Other Liabilities - Summary Of
Other Liabilities - Summary Of The Changes in The Carrying Value Of Estimated Contingent Consideration Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Other Liabilities [Abstract] | ||
Beginning of the period | $ 47,649 | $ 85,977 |
Fair value of acquisitions | 14,766 | 2,519 |
Payments | (21,875) | (37,100) |
Note issuance for settlements | (4,048) | (9,385) |
Changes in fair value | 9,971 | 6,064 |
Foreign exchange translation effects | (562) | (426) |
End of the period | $ 45,901 | $ 47,649 |
Other Liabilities - Additional
Other Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 27, 2020 | Dec. 31, 2019 | |
Other Liabilities [Line Items] | |||
Accrued compensation and benefits | $ 142,136 | $ 136,645 | |
Long term liabilities | 141,910 | 146,297 | |
Letter of credit | $ 200,000 | ||
Fair value adjustment loss | 7,200 | ||
Maximum potential payment outcomes | 286,200 | ||
Other accrued expenses | $ 121,758 | 128,835 | |
Income tax examination, description | The CARES Act (as further described in Note 15, Income Taxes) provides for deferred payment of the employer portion of social security taxes between March 27, 2020 and December 31, 2020, with 50% of the deferred amount due December 31, 2021 and the remaining 50% due December 31, 2022. | ||
Deferred tax liabilities | $ 489,054 | 506,135 | |
Accounts Payable [Member] | |||
Other Liabilities [Line Items] | |||
Deferred tax liabilities | 24,000 | ||
Other Long Term Liabilities [Member] | |||
Other Liabilities [Line Items] | |||
Deferred tax liabilities | 24,000 | ||
Surety Bond [Member] | |||
Other Liabilities [Line Items] | |||
liabilities for unpaid claims and adjustments expense | 7,500 | ||
Letter of Credit [Member] | |||
Other Liabilities [Line Items] | |||
Unpaid liability | 55,900 | ||
Letter of credit | 60,700 | 63,500 | |
Unsecured Loan [Member] | |||
Other Liabilities [Line Items] | |||
Other accrued expenses | 4,000 | ||
Worker's Compensation Programs [Member] | |||
Other Liabilities [Line Items] | |||
Unpaid liability | 56,200 | ||
Accrued compensation and benefits | 25,600 | 26,200 | |
Long term liabilities | $ 30,600 | $ 29,700 |
Debt - Summary of Long term Deb
Debt - Summary of Long term Debt, Net of Current Portion (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Line Items] | ||
Debt carrying amount | $ 2,153,618 | $ 3,229,582 |
Less: current portion | 63,745 | 27,655 |
Less: debt issuance costs | 60,545 | 29,840 |
Long-term debt, net of current portion | 2,029,328 | 3,172,087 |
New Term Loan Facility [Member] | ||
Debt Disclosure [Line Items] | ||
Debt carrying amount | 1,325,000 | |
Notes [Member] | ||
Debt Disclosure [Line Items] | ||
Debt carrying amount | 775,000 | |
First Lien Term Loan | ||
Debt Disclosure [Line Items] | ||
Debt carrying amount | 2,467,529 | |
Second Lien Term Loan | ||
Debt Disclosure [Line Items] | ||
Debt carrying amount | 760,000 | |
New Revolving Credit Facility [Member] | ||
Debt Disclosure [Line Items] | ||
Debt carrying amount | 50,000 | |
Notes Payable And Deferred Obligations [Member] | ||
Debt Disclosure [Line Items] | ||
Debt carrying amount | $ 3,618 | $ 2,053 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 27, 2020 | Feb. 28, 2018 | Apr. 30, 2015 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | May 31, 2017 | Dec. 30, 2020 | May 25, 2020 | Apr. 30, 2020 | Jul. 25, 2014 |
Short-term Debt [Line Items] | |||||||||||
Borrowing base | $ 200,000 | ||||||||||
Unamortised debt issuance costs not written off | $ 60,545 | $ 29,840 | |||||||||
Debt instrument face value | 1,325,000 | ||||||||||
Long term debt net of unamortised debt issuance costs | $ 2,153,618 | ||||||||||
Loan maturity date | Nov. 15, 2028 | ||||||||||
Proceeds from lines of credit | $ 213,927 | 20,070 | $ 30,000 | ||||||||
Proceeds from accounts receivable | $ 120,000 | 120,000 | |||||||||
Amortization of deferred debt issuance costs | 14,800 | 16,900 | $ 15,300 | ||||||||
Debt issuance costs | 62,100 | ||||||||||
Debt issuance costs less accumulated amortization | 1,600 | ||||||||||
Debt Instrument, Face Amount | $ 1,325,000 | ||||||||||
Minimum [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Percentage of minimum funding threshold | 60.00% | ||||||||||
Second Lien Term Loan [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowing base | 760,000 | ||||||||||
Debt instrument, maturity date | Jul. 1, 2022 | ||||||||||
First Lien Term Loan [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Borrowing base | $ 2,500,000 | ||||||||||
Debt instrument, maturity date | Jul. 1, 2021 | ||||||||||
Initial First Lien Term Loans [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Proceeds from lines of credit | $ 350,000 | $ 150,000 | $ 225,000 | ||||||||
2014 Topco Acquisition [Member] | Revolving Credit Facility | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 200,000 | ||||||||||
2014 Topco Acquisition [Member] | Revolving Credit Facility | Letter of Credit [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | 75,000 | ||||||||||
2014 Topco Acquisition [Member] | Second Lien Term Loan [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | 760,000 | ||||||||||
2014 Topco Acquisition [Member] | Initial First Lien Term Loans [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 150,000 | 1,800,000 | |||||||||
Debt instrument, maturity date | Apr. 23, 2021 | ||||||||||
2014 Topco Acquisition [Member] | Initial First Lien Term Loans [Member] | Delayed Draw Term Loans [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 60,000 | ||||||||||
JAPAN | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Long term debt net of unamortised debt issuance costs | 2,900 | ||||||||||
Tranche One [Member] | JAPAN | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Interest rate payable | 1.82% | ||||||||||
Loan maturity date | May 27, 2029 | ||||||||||
Tranche Two [Member] | JAPAN | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Interest rate payable | 1.83% | ||||||||||
Loan maturity date | Oct. 27, 2029 | ||||||||||
Advantage Sales And Marketing Inc [Member] | Bank Of America [Member] | Letter of Credit [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | 400,000 | ||||||||||
First Lien Credit Agreement Second Lien Credit Agreement And AR Credit Facility [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Incremental costs of debt included in debt repayment | 86,800 | ||||||||||
Incremental costs of debt capitalised as deferred debt issuance cost | 56,700 | ||||||||||
Incremental costs of debt charged to income statement | 30,100 | ||||||||||
Unamortized debt issuance costs | 16,700 | ||||||||||
Unamortised debt issuance costs not written off | 5,400 | ||||||||||
Write off of deferred debt issuance costs | 11,300 | ||||||||||
New Revolving Credit Facility [Member] | Advantage Sales And Marketing Inc [Member] | New Revolving Credit Facility Covenant [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Line of credit unused borrowing capacity | $ 25,000 | ||||||||||
Line of credit unused borrowing capacity percentage | 10.00% | ||||||||||
New Revolving Credit Facility [Member] | Advantage Sales And Marketing Inc [Member] | Fee Percentage One [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Line of credit unused commitement fee percentage | 0.375% | ||||||||||
New Revolving Credit Facility [Member] | Advantage Sales And Marketing Inc [Member] | Fee Percentage Two [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Line of credit unused commitement fee percentage | 0.25% | ||||||||||
New Revolving Credit Facility [Member] | Advantage Sales And Marketing Inc [Member] | Eurodollar [Member] | Variable Interest Rate Spread One [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument variable interest rate spread | 2.00% | ||||||||||
New Revolving Credit Facility [Member] | Advantage Sales And Marketing Inc [Member] | Eurodollar [Member] | Variable Interest Rate Spread Two [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument variable interest rate spread | 2.25% | ||||||||||
New Revolving Credit Facility [Member] | Advantage Sales And Marketing Inc [Member] | Eurodollar [Member] | Variable Interest Rate Spread Three [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument variable interest rate spread | 2.50% | ||||||||||
New Revolving Credit Facility [Member] | Advantage Sales And Marketing Inc [Member] | Base Rate [Member] | Variable Interest Rate Spread One [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument variable interest rate spread | 1.00% | ||||||||||
New Revolving Credit Facility [Member] | Advantage Sales And Marketing Inc [Member] | Base Rate [Member] | Variable Interest Rate Spread Two [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument variable interest rate spread | 1.25% | ||||||||||
New Revolving Credit Facility [Member] | Advantage Sales And Marketing Inc [Member] | Base Rate [Member] | Variable Interest Rate Spread Three [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument variable interest rate spread | 1.50% | ||||||||||
New Revolving Credit Facility [Member] | Advantage Sales And Marketing Inc [Member] | Bank Of America [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Line of credit facility term | 5 years | ||||||||||
New Secured First Lien Term Loan Facility [Member] | Advantage Sales And Marketing Inc [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument face value | $ 1,325,000 | ||||||||||
Term loan instalment payment as a percentage of principal | 1.00% | ||||||||||
Term loan prepayment percentage premium | 1.00% | ||||||||||
Percentage of net cash proceeds of certain assets for term loan prepayments | 100.00% | ||||||||||
Percentage of net cash proceeds from certain debt issuance for term loan prepayments | 100.00% | ||||||||||
Percentage of excess cash flow for term loan prepayments | 50.00% | ||||||||||
Debt Instrument, Face Amount | $ 1,325,000 | ||||||||||
New Secured First Lien Term Loan Facility [Member] | Advantage Sales And Marketing Inc [Member] | Eurodollar [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument variable interest rate spread | 5.25% | ||||||||||
New Secured First Lien Term Loan Facility [Member] | Advantage Sales And Marketing Inc [Member] | Base Rate [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument variable interest rate spread | 4.25% | ||||||||||
Senior Secured Notes [Member] | Advantage Sales And Marketing Inc [Member] | Advantage Solutions Finco LLC [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument face value | $ 775,000 | ||||||||||
Long term debt instrument fixed rate of interest | 6.50% | ||||||||||
Senior secured notes year of maturity | 2028 | ||||||||||
Debt instrument issued percentage of principal amount | 100.00% | ||||||||||
Debt instrument terms of interest payment | Interest on the Notes is payable semi-annually in arrears on May 15 and November 15 | ||||||||||
Long term debt instrument date when the periodic payment is to be first made | May 15, 2021 | ||||||||||
Debt instrument percentage of the principal amount redeemable prematurely | 40.00% | ||||||||||
Debt instrument percentage of the principal amount redeemable annually | 10.00% | ||||||||||
Percentage of note holders by value to approve for purchase of notes by the company | 90.00% | ||||||||||
Debt Instrument, Face Amount | $ 775,000 | ||||||||||
Senior Secured Notes [Member] | Advantage Sales And Marketing Inc [Member] | Advantage Solutions Finco LLC [Member] | Redemption Price Percentage One [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument redemption price percentage | 100.00% | ||||||||||
Senior Secured Notes [Member] | Advantage Sales And Marketing Inc [Member] | Advantage Solutions Finco LLC [Member] | Redemption Price Percentage Two [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument redemption price percentage | 106.50% | ||||||||||
Senior Secured Notes [Member] | Advantage Sales And Marketing Inc [Member] | Advantage Solutions Finco LLC [Member] | Redemption Price Percentage Three [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument redemption price percentage | 103.00% | ||||||||||
Account Receivable Securitization Facility [Member] | Revolving Credit Facility | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 300,000 | ||||||||||
Credit Facilities Member | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument face value | $ 3,300,000 | ||||||||||
Debt Instrument, Face Amount | $ 3,300,000 |
Debt - Summary of Future Minimu
Debt - Summary of Future Minimum Principal Payments on Long-term Debt (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 13,745 |
2022 | 13,298 |
2023 | 13,293 |
2024 | 13,274 |
2025 | 13,277 |
Thereafter | 2,086,731 |
Total future minimum principal payments | $ 2,153,618 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | |||
Total opearting lease costs | $ 44.2 | $ 53.5 | |
Variable lease costs | 6.6 | $ 8.5 | |
Total operating lease expense | $ 48.7 | ||
Operating lease agreements, additional area leased | 1.8 | ||
Operating lease right-of-use assets | 41.8 | ||
Lease liabilities | 42.6 | ||
Lease Termination Fee | 18 | ||
Additional lease gain | $ 0.8 |
Leases - Schedule of Present Va
Leases - Schedule of Present Value of Lease Payments for Remaining Lease Term (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Operating lease right-of-use assets | $ 41,800 | |
Liabilities | ||
Current operating lease liabilities | 20,894 | $ 34,072 |
Noncurrent operating lease liabilities | 44,737 | 84,902 |
Total leased liabilities | $ 65,631 | $ 118,974 |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | Total leased liabilities | Total leased liabilities |
Other Assets [Member] | ||
Assets | ||
Operating lease right-of-use assets | $ 49,772 | $ 93,924 |
Other Accrued Expenses [Member] | ||
Liabilities | ||
Current operating lease liabilities | 20,894 | 34,072 |
Other Noncurrent Liabilities [Member] | ||
Liabilities | ||
Noncurrent operating lease liabilities | $ 44,737 | $ 84,902 |
Leases - Schedule of Right-of-u
Leases - Schedule of Right-of-use Assets and Related Lease Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Cash paid for operating lease liabilities | $ 42,670 | $ 32,229 |
Right-of-use assets obtained in exchange for new operating lease obligations | $ 7,496 | $ 40,536 |
Weighted-average remaining lease term | 4 years 8 months 12 days | 4 years 4 months 24 days |
Weighted-average discount rate | 9.80% | 10.00% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of lease liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2021 | $ 27,323 | |
2022 | 17,691 | |
2023 | 11,748 | |
2024 | 8,962 | |
2025 | 5,266 | |
Thereafter | 7,004 | |
Total lease payments | 77,994 | |
Less imputed interest | (12,363) | |
Present value of lease liabilities | $ 65,631 | $ 118,974 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Financial Assets and Liabilities Measured on Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets measured at fair value | ||
Assets measured at fair value | $ 206,125 | $ 190,344 |
Liabilities measured at fair value | ||
Liabilities measured at fair value | 69,017 | 50,926 |
Derivative Financial Instruments, Liabilities [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 1,882 | 3,277 |
Warrant liability [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 21,234 | |
Contingent Consideration Liabilities [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 45,901 | 47,649 |
Cash and Cash Equivalents [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | 204,301 | 184,224 |
Derivative Financial Instruments [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | 1,824 | |
Contingent Consideration Receivable [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | 6,120 | |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | 204,301 | 184,224 |
Quoted Prices in Active Markets (Level 1) [Member] | Cash and Cash Equivalents [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | 204,301 | 184,224 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | 1,824 | |
Liabilities measured at fair value | ||
Liabilities measured at fair value | 1,882 | 3,277 |
Significant Other Observable Inputs (Level 2) [Member] | Derivative Financial Instruments, Liabilities [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 1,882 | 3,277 |
Significant Other Observable Inputs (Level 2) [Member] | Derivative Financial Instruments [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | 1,824 | |
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | 6,120 | |
Liabilities measured at fair value | ||
Liabilities measured at fair value | 67,135 | 47,649 |
Significant Other Unobservable Inputs (Level 3) [Member] | Warrant liability [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | 21,234 | |
Significant Other Unobservable Inputs (Level 3) [Member] | Contingent Consideration Liabilities [Member] | ||
Liabilities measured at fair value | ||
Liabilities measured at fair value | $ 45,901 | 47,649 |
Significant Other Unobservable Inputs (Level 3) [Member] | Contingent Consideration Receivable [Member] | ||
Assets measured at fair value | ||
Assets measured at fair value | $ 6,120 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of the estimated using the Black-Scholes option pricing (Detail) - $ / shares | Oct. 28, 2020 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Fair value warrants per share | $ 1.07 | $ 2.90 |
Share price | 8.86 | 13.17 |
Exercise price per share | $ 11.50 | $ 11.50 |
Term (years) | 5 years | 4 years 9 months 18 days |
Implied volatility | 23.40% | 17.00% |
Risk-free interest rate | 0.30% | 0.40% |
Dividend yield | 0.00% | 0.00% |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Interest expense | $ 234,044 | $ 232,077 | $ 229,643 |
Fair Value Adjustment of Warrants | $ 13,363 | ||
Private Placement Warrants [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Stock Issued During Period, Shares, Issued for Services | 7,333,333 | ||
Stock Issued During Period, Value, Issued for Services | $ 21,200 | ||
Fair Value Adjustment of Warrants | 13,400 | ||
Selling, General and Administrative Expenses [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Gain from fair value adjustment | 6,100 | ||
Forward Contracts [Member] | Selling, General and Administrative Expenses [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 | 500 | 400 | 1,000 |
Interest Rate Cap [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Derivative, notional amount | 2,200,000 | 1,500,000 | |
Aggregate fair value of outstanding interest rate caps | 1,900 | 3,300 | |
Interest expense | 400 | 2,700 | $ 3,900 |
Interest rate derivative assets at fair value | 1,800 | ||
Other Accrued Expenses [Member] | Interest Rate Cap [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Fair value of outstanding interest rate caps | 1,000 | 1,000 | |
Prepaid Expenses and Other Current Assets [Member] | Interest Rate Cap [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Fair value of outstanding interest rate caps | 1,800 | ||
Other Noncurrent Liabilities [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 | $ 900 | $ 2,300 |
Carrying and Fair Value of Fina
Carrying and Fair Value of Financial Instruments - Summary of Financial Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | $ 2,153,618 | $ 3,229,582 |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 2,386,437 | 3,149,061 |
New Term Loan Credit Facility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | 1,325,000 | |
New 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 | 1,447,993 | |
Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | 775,000 | |
Notes [Member] | Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 884,826 | |
New Revolving Credit Facility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | 50,000 | |
New Revolving 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 | 50,000 | |
First Lien Term Loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | 2,467,529 | |
First Lien Term Loan | Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 2,413,663 | |
Second Lien Term Loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | 760,000 | |
Second Lien Term Loan | 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 | 733,526 | |
Notes Payable And Deferred Obligations [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | 3,618 | 2,053 |
Notes Payable And Deferred Obligations [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 | $ 3,618 | $ 1,872 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, carrying value | $ 115,624 | $ 111,663 | |
Japanese Supermarket Chain [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment ownership percentage | 9.90% | ||
Equity method investment, carrying value | $ 7,900 | 7,500 | |
Global Smollan Holdings [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment ownership percentage | 25.00% | ||
Smollan Holding Proprietary Limited [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment ownership percentage | 25.00% | ||
Partnership SPV1 Limited [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment ownership percentage | 12.50% | ||
Ceuta Holding Limited [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment ownership percentage | 8.80% | ||
Significant Equity Investments [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, carrying value | $ 107,700 | 104,100 | |
Cost of Sales [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, income | $ 5,100 | $ 4,900 | $ 4,800 |
Equity-Based Compensation and_3
Equity-Based Compensation and Equity - Schedule Of Weighted Average Assumptions (Detail) - $ / shares | Oct. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Dividend yield | 0.00% | 0.00% | ||
Expected volatility | 23.40% | 17.00% | ||
Risk-free interest rate | 0.30% | 0.40% | ||
Expected term (years) | 5 years | 4 years 9 months 18 days | ||
Common Series C Units [Member] | ||||
Grant date fair value | $ 201.25 | $ 37.90 | $ 167.40 | |
Dividend yield | 0.00% | 0.00% | 0.00% | |
Expected volatility | 75.30% | 41.20% | 36.00% | |
Risk-free interest rate | 0.20% | 2.50% | 2.30% | |
Lack of marketability discount | 30.50% | 31.30% | 29.20% | |
Expected term (years) | 1 year | 1 year | 1 year | |
Common Series C2 Units [Member] | ||||
Grant date fair value | $ 223 | $ 284 | $ 652.99 | |
Dividend yield | 0.00% | 0.00% | 0.00% | |
Yield Test Probability | 23.30% | 39.00% | 97.10% | |
Cost of Equity Capital | 11.80% | 11.10% | 12.30% | |
Expected term (years) | 1 month | 2 months | 3 months |
Equity-Based Compensation and_4
Equity-Based Compensation and Equity - Share-based Compensation, Activity (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Common Series C Units [Member] | |||
Beginning of the period | 174,190 | 156,975 | 150,906 |
Grants | 2,900 | 21,953 | 10,830 |
Forfeitures | (5,064) | (4,738) | (4,416) |
Repurchases | (345) | ||
End of the period | 172,026 | 174,190 | 156,975 |
Common Series C2 Units [Member] | |||
Beginning of the period | 33,400 | 33,525 | |
Grants | 2,500 | 1,425 | 34,275 |
Forfeitures | (3,625) | (1,550) | (750) |
End of the period | 32,275 | 33,400 | 33,525 |
Equity-Based Compensation and_5
Equity-Based Compensation and Equity - Schedule of Assumptions Used (Detail) - $ / shares | Oct. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Dividend yield | 0.00% | 0.00% | ||
Expected volatility | 23.40% | 17.00% | ||
Risk-free interest rate | 0.30% | 0.40% | ||
Expected term (years) | 5 years | 4 years 9 months 18 days | ||
Common Series D Units [Member] | ||||
Grant date fair value | $ 300 | $ 300 | $ 300 | |
Dividend yield | 0.00% | 0.00% | 0.00% | |
Expected volatility | 48.00% | 44.00% | 40.00% | |
Risk-free interest rate | 0.10% | 1.60% | 2.60% | |
Lack of marketability discount | 23.00% | 26.00% | 25.00% | |
Expected term (years) | 1 year | 1 year | 1 year |
Equity-Based Compensation and_6
Equity-Based Compensation and Equity - Additional Information (Detail) - USD ($) | Jan. 15, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2014 | Dec. 31, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award Remaining Award Vesting Value Year One | $ 5,700,000 | |||||
Share Based Compensation Arrangement By Share Based Payment Award Remaining Award Vesting Value Year Two | $ 400,000 | |||||
Common stock, shares authorized | 3,290,000,000 | 3,290,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 318,425,182 | 203,750,000 | ||||
Common stock, shares outstanding | 313,425,182 | 203,750,000 | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||
Preferred stock, par value (in Dollars per share) | $ 0 | $ 0 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Exercise price per share | $ 0.01 | |||||
Description of common stock | if, and only if, the last reported closing price of the common stock equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | |||||
Private Placement [Member] | ||||||
Issuance of common stock to sponsor, Shares | 7,333,333 | |||||
Number of days restriction upon warrants or rights exercisable | 30 days | |||||
Public Warrants [Member] | ||||||
Class of warrant, outstanding | 11,250,000 | |||||
Exercise price per share | $ 11.50 | |||||
Number of days warrants or rights exercisable | 30 days | |||||
Number of years warrants or rights will expire after the completion of the merger | 5 years | |||||
Common Class A [Member] | ||||||
Common stock, shares authorized | 3,920,000,000 | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||
Common stock, shares issued | 318,425,182 | |||||
Common stock, shares outstanding | 318,425,182 | |||||
Exercise price per share | $ 11.50 | |||||
Number of days restriction upon warrants or rights exercisable after redemption notice issued | 30 days | |||||
Proceeds from warrant exercises | $ 0 | |||||
Description of warrant redemption | at a price of $0.10 per warrant, provided that the warrant holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock to be determined by reference to a table included in the warrant agreement, based on the redemption date and the fair market value of the Class A common stock; | |||||
Description of common stock | if, and only if, the last reported closing price of the common stock equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day prior to the date on which the Company sends notice of redemption to the warrant holders; | |||||
Selling, General and Administrative Expenses [Member] | ||||||
Compensation expense | $ 13,800,000 | $ 1,300,000 | ||||
Share Based Compensation Gain (Loss) | $ 8,200,000 | |||||
Share-based Payment Arrangement, Expense | $ 13,800,000 | $ 1,300,000 | ||||
Common Series D Units [Member] | ||||||
Equity -based compensation , units issued | 0 | 0 | 0 | 30,000 | ||
Vesting period | 5 years | |||||
Equity -based compensation ,grant date fair value | $ 300 | $ 300 | $ 300 | |||
Equity -based compensation , fair value end of measurement period | $ 644 | $ 184 | $ 165 | |||
Equity -based compensation ,numbers of units outstanding | 30,000 | |||||
Common Series C Units [Member] | ||||||
Equity -based compensation , units issued | 2,900 | 21,953 | 10,830 | |||
Description of vesting rights | As the result of an amendment and restatement of the Limited Partnership Agreement, on March 15, 2018, 75% of all Common Series C Units awards are subject to vesting over four fiscal years from their respective issuance date. The remaining 25% of the units vest if and when Topco’s private equity sponsors as of the date of the 2014 Topco Acquisition realize a pre-tax internal rate of return of 20% compounded annually with respect to the Common Series A Units of Topco held by such sponsors. | |||||
Compensation expense | $ 62,700,000 | $ 0 | $ 0 | |||
Equity -based compensation ,grant date fair value | $ 201.25 | $ 37.90 | $ 167.40 | |||
Equity -based compensation ,numbers of units outstanding | 172,026 | 174,190 | 156,975 | 150,906 | ||
Share-based Payment Arrangement, Expense | $ 62,700,000 | $ 0 | $ 0 | |||
Common Series C Units [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||||||
Vesting percentage | 75.00% | |||||
Vesting period | 4 years | |||||
Common Series C Units [Member] | Share-based Payment Arrangement, Tranche Two [Member] | 2014 Topco Acquisition [Member] | ||||||
Vesting percentage | 25.00% | |||||
Common Series C Units [Member] | Share-based Payment Arrangement, Tranche Three [Member] | Daymon Acquisition [Member] | ||||||
Vesting period | 4 years | |||||
Common Series C2 Units [Member] | ||||||
Equity -based compensation , units issued | 2,500 | 1,425 | 34,275 | |||
Compensation expense | $ 13,300,000 | $ 0 | $ 0 | |||
Equity -based compensation ,grant date fair value | $ 223 | $ 284 | $ 652.99 | |||
Equity -based compensation ,numbers of units outstanding | 32,275 | 33,400 | 33,525 | |||
Share-based Payment Arrangement, Expense | $ 13,300,000 | $ 0 | $ 0 | |||
Common Series C2 Units [Member] | 2014 Topco Acquisition [Member] | ||||||
Equity-based compensation ,units authorized | 35,000 | |||||
Performance Shares [Member] | Common Class A [Member] | Topco [Member] | Subsequent Event [Member] | ||||||
Issuance of common stock to sponsor, Shares | 5,000,000 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Company sponsors 401(k) plans contribution | $ 10.8 | $ 13.9 | $ 13.2 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2019 | May 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions (Textual) | |||||
Management fee to affiliate | $ 1,400,000 | $ 5,500,000 | $ 5,500,000 | ||
Revenue from Related Parties | 3,900,000 | 41,800,000 | 43,000,000 | ||
Accounts receivable | 0 | $ 7,000,000 | |||
Loans | $ 2,153,618,000 | ||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Debt Instrument, Face Amount | $ 1,325,000,000 | ||||
Topco [Member] | 2014 Topco Acquisition [Member] | Intercompany Loan Agreements [Member] | |||||
Related Party Transactions (Textual) | |||||
Debt Instrument, Face Amount | 6,000,000 | ||||
Topco [Member] | 2014 Topco Acquisition [Member] | New Intercompany Loan Agreement [Member] | |||||
Related Party Transactions (Textual) | |||||
Debt Instrument, Face Amount | $ 6,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 0.39% | ||||
Debt instrument, maturity date | Dec. 31, 2023 | ||||
Private Placement [Member] | |||||
Related Party Transactions (Textual) | |||||
Issuance of common stock to sponsor, Shares | 7,333,333 | ||||
Common Class A [Member] | |||||
Related Party Transactions (Textual) | |||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | ||||
Common Class A [Member] | Subscription Agreements [Member] | |||||
Related Party Transactions (Textual) | |||||
Issuance of common stock to sponsor, Shares | 34,410,000 | ||||
Price per share | $ 10 | ||||
Common Class A [Member] | Private Placement [Member] | |||||
Related Party Transactions (Textual) | |||||
Price per share | $ 11.50 | ||||
First Lien Term Loan [Member] | |||||
Related Party Transactions (Textual) | |||||
Loans | $ 100,200,000 | ||||
Second Lien Term Loan [Member] | |||||
Related Party Transactions (Textual) | |||||
Loans | 31,100,000 | ||||
New Term Loan Facility [Member] | |||||
Related Party Transactions (Textual) | |||||
Loans | $ 11,300,000 | ||||
CP Sponsor [Member] | Private Placement [Member] | |||||
Related Party Transactions (Textual) | |||||
Class of warrant or right issued during the period shares | 7,333,333 | ||||
Class of warrant or right issuance price per share | 1.50% | ||||
Proceeds from issuance of warrants | $ 11,000,000 | ||||
CP Sponsor [Member] | Common Class B [Member] | |||||
Related Party Transactions (Textual) | |||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | ||||
Issuance of common stock to sponsor, Shares | 11,500,000 | ||||
Price per share | $ 0.002 | ||||
Proceeds from issuance of stock | $ 25,000 | ||||
Conversion of stock shares converted | 11,250,000 | ||||
CP Sponsor [Member] | Founder Shares [Member] | |||||
Related Party Transactions (Textual) | |||||
Expired and the Sponsor forfeited (in Shares) | 25,000 | ||||
Board of Directors Chairman [Member] | |||||
Related Party Transactions (Textual) | |||||
Revenue from Related Parties | 16,400,000 | 5,400,000 | |||
Accounts receivable | 0 | 100,000 | |||
Board of Directors Chairman [Member] | Topco [Member] | |||||
Related Party Transactions (Textual) | |||||
Revenue from Related Parties | 200,000 | ||||
Accounts receivable | 100,000 | ||||
Majority-Owned Subsidiary, Unconsolidated [Member] | |||||
Related Party Transactions (Textual) | |||||
Revenue from Related Parties | 19,600,000 | 21,900,000 | $ 23,500,000 | ||
Accounts receivable | $ 2,200,000 | $ 2,200,000 |
Restructuring Charges - Additio
Restructuring Charges - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring charges | $ 1,299 | $ 2,615 | $ 6,104 | $ 13,257 |
Other Accrued Expenses [Member] | ||||
Restructuring charges | 1,300 | 2,600 | ||
Selling, General and Administrative Expenses [Member] | ||||
Severance expenses | $ 4,600 | $ 2,300 | $ 7,900 |
Restructuring Charges - Schedul
Restructuring Charges - Schedule Of Restructuring activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Beginning Balance | $ 2,615 | $ 6,104 | $ 13,257 |
Charges | 5,356 | 5,385 | 12,465 |
Payments/utilization | (6,672) | (8,874) | (18,703) |
Foreign exchange translation effects | (915) | ||
Ending Balance | 1,299 | 2,615 | 6,104 |
Employee Severance [Member] | |||
Beginning Balance | 1,323 | 3,450 | 13,257 |
Charges | 4,601 | 2,271 | 7,901 |
Payments/utilization | (5,380) | (4,398) | (16,841) |
Foreign exchange translation effects | (867) | ||
Ending Balance | 544 | 1,323 | 3,450 |
Facility Costs And Other [Member] | |||
Beginning Balance | 1,292 | 2,654 | |
Charges | 755 | 3,114 | 4,564 |
Payments/utilization | (1,292) | (4,476) | (1,862) |
Foreign exchange translation effects | (48) | ||
Ending Balance | $ 755 | $ 1,292 | $ 2,654 |
Restructuring Charges - Summary
Restructuring Charges - Summary of the Company's restructuring changes by segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||
Charges | $ 5,356 | $ 5,385 | $ 12,465 |
Sales [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Charges | 2,451 | 2,928 | 6,663 |
Marketing [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Charges | $ 2,905 | $ 2,457 | $ 5,802 |
Income Tax - Schedule of provis
Income Tax - Schedule of provision for income tax (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
Federal | $ (9,106) | $ 45,874 | $ 21,399 |
State | 4,710 | 11,311 | 11,742 |
Foreign | 13,422 | 12,231 | 12,140 |
Total current tax expense | 9,026 | 69,416 | 45,281 |
Deferred: | |||
Federal | (6,501) | (53,314) | (164,208) |
State | 868 | (11,055) | (48,653) |
Foreign | (8,724) | (3,694) | (754) |
Total deferred tax benefit | (14,357) | (68,063) | (213,615) |
Total (benefit from) provision for income taxes | $ (5,331) | $ 1,353 | $ (168,334) |
Income Tax - Schedule of effect
Income Tax - Schedule of effective tax rate (Detail) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Statutory U.S. rate | 21.00% | 21.00% | 21.00% |
State tax, net of federal tax benefit | (2.40%) | (1.10%) | 2.20% |
Foreign tax, net of federal tax benefit | 1.10% | (17.40%) | (0.40%) |
Goodwill impairment | (10.40%) | ||
Global Intangible Low Taxed Income | (8.30%) | (0.20%) | |
Transaction expenses | (0.10%) | (5.40%) | (0.10%) |
Disallowed Executive Compensation | (3.20%) | ||
Equity-based compensation | (10.40%) | (1.50%) | 0.20% |
Meals and entertainment | (0.70%) | (11.10%) | (0.20%) |
Contingent consideration fair value adjustment | (1.30%) | 7.10% | 0.70% |
Fair value of warrant liability | (1.60%) | ||
Non-deductible expenses | (0.30%) | (4.60%) | |
Return to provision on permanent differences | 0.10% | 8.20% | 0.10% |
Work opportunity tax credit | 0.40% | 3.30% | |
Research and development credit | 0.30% | 4.00% | |
Other | 0.10% | (1.60%) | (0.10%) |
Effective tax rate | 3.00% | (7.40%) | 12.80% |
Income Tax - Schedule of geogra
Income Tax - Schedule of geographic components of income (loss) before income taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Line Items] | |||
(Loss) income before income taxes | $ (180,401) | $ (18,403) | $ (1,319,557) |
U.S. [Member] | |||
Income Tax Disclosure [Line Items] | |||
(Loss) income before income taxes | (203,526) | (32,893) | (1,347,770) |
Foreign [Member] | |||
Income Tax Disclosure [Line Items] | |||
(Loss) income before income taxes | $ 23,125 | $ 14,490 | $ 28,213 |
Income Tax - Schedule of net de
Income Tax - Schedule of net deferred tax assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax asset: | ||
Accrued liabilities | $ 77,599 | $ 70,420 |
Social security tax deferral | 12,656 | |
Interest expense | 20,851 | 49,586 |
Transaction expenses | 8,643 | 5,325 |
Net operating losses | 10,557 | 7,671 |
ROU liabilities | 11,996 | 26,648 |
Debt Cost | 6,422 | 973 |
Acquired intangibles, including goodwill | 2,205 | 2,292 |
Insurance reserves | 2,262 | 2,403 |
Other | 4,755 | 6,158 |
Total deferred tax assets | 157,946 | 171,476 |
Deferred tax liabilities | ||
Acquired intangibles including goodwill | 618,697 | 636,245 |
Restructuring expenses | 4,977 | 6,857 |
Depreciation | 2,464 | 1,617 |
ROU assets | 7,890 | 20,294 |
Unrealized transactions | 990 | |
Other | 6,266 | 6,038 |
Total deferred tax liabilities | 640,294 | 672,041 |
Less: deferred income tax asset valuation allowances | (6,706) | (5,570) |
Net deferred tax liabilities | 489,054 | 506,135 |
Noncurrent deferred tax asset | 2,188 | 227 |
Noncurrent deferred tax liability | $ 491,242 | $ 506,362 |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Line Items] | |||
Cash and cash equivalents | $ 204,301 | $ 184,224 | $ 141,590 |
Deferred tax liabilities | $ 489,054 | $ 506,135 | |
Net operating loss carryforwards, description | The federal NOLs expire between 2036 and 2037, $13.2 million of the state NOLs expire between 2023 and 2039 and the remaining $3.1 million of the state NOLs carry forward indefinitely. Foreign NOLs of $11.6 million expire between 2024 and 2032 and the remaining $19.8 million of the foreign NOLs carry forward indefinitely. | The federal NOLs expire between 2036 and 2037, $13.2 million of the state NOLs expire between 2023 and 2039 and the remaining $3.1 million of the state NOLs carry forward indefinitely. Foreign NOLs of $11.6 million expire between 2024 and 2032 and the remaining $19.8 million of the foreign NOLs carry forward indefinitely. | |
Undistributed foreign earnings | $ 82,500 | ||
Valuation allowance | 6,706 | $ 5,570 | |
Coronavirus Aid Relief and Economic Security Act [Member] | |||
Income Tax Disclosure [Line Items] | |||
Unrecognised Tax Benefits that would Impact of Effective tax Rate | 12,600 | ||
Foreign [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carry forwards | 31,400 | ||
State and Local Jurisdiction [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carry forwards | 16,300 | ||
U.S. [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carry forwards | 6,200 | ||
Foreign Subsidiaries [Member] | |||
Income Tax Disclosure [Line Items] | |||
Cash and cash equivalents | 87,700 | 59,300 | |
Undistributed earnings | 134,600 | $ 92,600 | |
Deferred tax liabilities | $ 2,100 |
Segments and Geographic Infor_3
Segments and Geographic Information - Summary Of Revenue And Operating Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 3,155,671 | $ 3,785,063 | $ 3,707,628 |
Depreciation and amortization | 238,598 | 232,573 | 225,233 |
Operating income | 67,006 | 213,674 | (1,089,914) |
Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 2,060,593 | 1,954,705 | 1,857,004 |
Depreciation and amortization | 171,569 | 161,563 | 157,098 |
Operating income | 63,305 | 127,961 | (1,072,702) |
Marketing [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 1,095,078 | 1,830,358 | 1,850,624 |
Depreciation and amortization | 67,029 | 71,010 | 68,135 |
Operating income | $ 3,701 | $ 85,713 | $ (17,212) |
Segments and Geographic Infor_4
Segments and Geographic Information - Summary of Revenues and Long-lived Assets by Services Provided in Geographic Region (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | |||
Total revenues | $ 3,155,671 | $ 3,785,063 | $ 3,707,628 |
Long-Lived Assets | |||
Total long-lived assets | 80,016 | 114,690 | |
North America [Member] | |||
Revenues | |||
Total revenues | 2,792,238 | 3,324,019 | 3,257,937 |
Long-Lived Assets | |||
Total long-lived assets | 72,722 | 107,940 | |
International [Member] | |||
Revenues | |||
Total revenues | 363,433 | 461,044 | $ 449,691 |
Long-Lived Assets | |||
Total long-lived assets | $ 7,294 | $ 6,750 |
Segments and Geographic Infor_5
Segments and Geographic Information - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 3,155,671 | $ 3,785,063 | $ 3,707,628 |
UNITED STATES [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 2,700,000 | $ 3,100,000 | $ 3,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Commitments And Contingencies [Line Items] | ||
Surety bonds outstanding | $ 2,153,618 | |
Surety Bond [Member] | ||
Commitments And Contingencies [Line Items] | ||
Surety bonds outstanding | $ 7,500 | $ 500 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ / shares in Units, $ in Millions | Jan. 01, 2021shares | Jan. 31, 2021$ / sharesshares | Dec. 31, 2020USD ($)Businesses$ / shares | Oct. 28, 2020$ / shares |
Subsequent Event [Line Items] | ||||
Cash paid for business acquisition | $ | $ 17 | |||
Number of acquired businesses | Business | Businesses | 2 | |||
Business acquisition, maximum contingent consideration | $ | $ 14.2 | |||
Business combination holdback consideration payable | $ | $ 1.4 | |||
Share price | $ / shares | $ 13.17 | $ 8.86 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Restricted stock shares granted during the period | 1,703,663 | |||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | Ronald Blalock [Member] | ||||
Subsequent Event [Line Items] | ||||
Share based compensation by share based payment arrangement vesting term | 1 year | |||
Share based compensation by share based payment arrangement equity instrument other than options granted during the period | 10,356 | |||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | Beverly Chase [Member] | ||||
Subsequent Event [Line Items] | ||||
Share based compensation by share based payment arrangement vesting term | 1 year | |||
Share based compensation by share based payment arrangement equity instrument other than options granted during the period | 10,356 | |||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | Coasta [Member] | ||||
Subsequent Event [Line Items] | ||||
Share based compensation by share based payment arrangement vesting term | 1 year | |||
Share based compensation by share based payment arrangement equity instrument other than options granted during the period | 10,356 | |||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | Elizabeth Munoz [Member] | ||||
Subsequent Event [Line Items] | ||||
Share based compensation by share based payment arrangement vesting term | 1 year | |||
Share based compensation by share based payment arrangement equity instrument other than options granted during the period | 10,356 | |||
Subsequent Event [Member] | Performance Shares [Member] | ||||
Subsequent Event [Line Items] | ||||
Share based compensation by share based payment arangement equity instruments other than options vested | 5,000,000 | |||
Share price | $ / shares | $ 12 | |||
Number of trading days | 20 days | |||
Number Of Consecutive Trading Days | 30 days | |||
Subsequent Event [Member] | Performance Shares [Member] | Topco [Member] | ||||
Subsequent Event [Line Items] | ||||
Share based compensation by share based payment arangement equity instruments other than options vested | 5,000,000 | |||
Share price | $ / shares | $ 12 | |||
Number of trading days | 20 days | |||
Number Of Consecutive Trading Days | 30 days | |||
Subsequent Event [Member] | One Lakh And Twenty Thousand Shares Tranche [Member] | ||||
Subsequent Event [Line Items] | ||||
Restricted stock shares granted during the period | 125,000 | |||
Subsequent Event [Member] | Remaining Share Tranche [Member] | ||||
Subsequent Event [Line Items] | ||||
Vesting percentage description | Common Stock are scheduled to vest in two equal tranches on the first and second anniversaries of the grant date. The remaining RSUs are scheduled to vest in three equal tranches, and a tranche shall vest on each of the first, second and third anniversaries of the grant date. | |||
Subsequent Event [Member] | Two Thousand And Twenty Incentive Award Plan [Member] | ||||
Subsequent Event [Line Items] | ||||
Share based compensation by share based payment arrangement number of shares authorized | 2,557,188 | |||
Share based compensation by share based payment arrangement vesting term | 3 years | |||
Subsequent Event [Member] | Maximum [Member] | Two Thousand And Twenty Incentive Award Plan [Member] | ||||
Subsequent Event [Line Items] | ||||
Vesting Percentage | 150.00% | |||
Subsequent Event [Member] | Minimum [Member] | Two Thousand And Twenty Incentive Award Plan [Member] | ||||
Subsequent Event [Line Items] | ||||
Vesting Percentage | 0.00% |
Schedule I - Condensed Parent_2
Schedule I - Condensed Parent Only Financial Information - Condensed Balance Sheets (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Assets | ||||
Investment in subsidiaries | $ 115,624 | $ 111,663 | ||
Total assets | 5,777,492 | 6,012,683 | ||
Stockholders' Equity Attributable to Parent [Abstract] | ||||
Warrant liability | 21,234 | |||
Total liabilities | 3,258,703 | 4,342,877 | ||
Common stock value | 32 | 20 | ||
Additional paid-incapital | 3,348,546 | 2,337,471 | ||
Accumulated deficit | (921,101) | (745,295) | ||
Loans to Karman Topco L.P. | 6,316 | 6,244 | ||
Accumulated other comprehensive income (loss) | 674 | (8,153) | ||
Total equity attributable to stockholder of Advantage Solutions Inc. | 2,421,835 | 1,577,799 | ||
Total stockholders' equity | 2,518,789 | 1,669,806 | $ 1,669,314 | $ 2,847,366 |
Total liabilities and stockholder's equity | 5,777,492 | 6,012,683 | ||
Parent Company | ||||
Assets | ||||
Investment in subsidiaries | 2,443,069 | 1,577,799 | ||
Total assets | 2,443,069 | 1,577,799 | ||
Stockholders' Equity Attributable to Parent [Abstract] | ||||
Warrant liability | 21,234 | |||
Total liabilities | 21,234 | |||
Common stock value | 32 | 23 | ||
Additional paid-incapital | 3,348,546 | 2,337,468 | ||
Accumulated deficit | (921,101) | (745,295) | ||
Loans to Karman Topco L.P. | (6,316) | (6,244) | ||
Accumulated other comprehensive income (loss) | 674 | (8,153) | ||
Total equity attributable to stockholder of Advantage Solutions Inc. | 2,421,835 | 1,577,799 | ||
Total stockholders' equity | 2,421,835 | 1,577,799 | ||
Total liabilities and stockholder's equity | $ 2,443,069 | $ 1,577,799 |
Schedule I - Condensed Parent_3
Schedule I - Condensed Parent Only Financial Information - Condensed Balance Sheets (Parenthetical) (Detail) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock, shares authorized | 3,290,000,000 | 3,290,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Issued | 318,425,182 | 203,750,000 |
Common stock, shares outstanding | 313,425,182 | 203,750,000 |
Parent Company | ||
Common stock, shares authorized | 3,290,000,000 | 3,290,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Issued | 318,425,182 | 203,750,000 |
Common stock, shares outstanding | 318,425,182 | 203,750,000 |
Schedule I - Condensed Parent_4
Schedule I - Condensed Parent Only Financial Information - Condensed Statements of Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Income Statements, Captions [Line Items] | |||
Revenues | $ 3,155,671 | $ 3,785,063 | $ 3,707,628 |
Selling, general, and administrative expenses | 306,282 | 175,373 | 152,493 |
Depreciation and amortization | 238,598 | 232,573 | 225,233 |
Operating income | 67,006 | 213,674 | (1,089,914) |
Other expenses: | |||
Changes in fair value of warrant liability | 13,363 | ||
Interest expense, net | 234,044 | 232,077 | 229,643 |
Total other expenses | 247,407 | 232,077 | 229,643 |
Loss before income taxes and equity in net income of subsidiaries | (180,401) | (18,403) | (1,319,557) |
Provision for income taxes | (5,331) | 1,353 | (168,334) |
Net loss before equity in net income of subsidiaries | (175,070) | (19,756) | (1,151,223) |
Net loss attributable to subsidiaries | 736 | 1,416 | 6,109 |
Total comprehensive loss | (166,979) | (15,675) | (1,166,293) |
Parent Company | |||
Condensed Income Statements, Captions [Line Items] | |||
Revenues | 0 | 0 | 0 |
Cost of revenues | 0 | 0 | 0 |
Selling, general, and administrative expenses | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 |
Total expenses | 0 | 0 | 0 |
Operating income | 0 | 0 | 0 |
Other expenses: | |||
Changes in fair value of warrant liability | 13,363 | 0 | 0 |
Interest expense, net | 0 | 0 | 0 |
Total other expenses | 13,363 | 0 | 0 |
Loss before income taxes and equity in net income of subsidiaries | (13,363) | 0 | 0 |
Provision for income taxes | 0 | 0 | 0 |
Net loss before equity in net income of subsidiaries | (13,363) | 0 | 0 |
Equity in net loss of subsidiaries | (162,443) | (21,172) | (1,157,332) |
Net loss attributable to subsidiaries | (175,806) | (21,172) | (1,157,332) |
Other comprehensive income (loss), net tax Equity in comprehensive income (loss) of subsidiaries | 8,827 | 5,497 | (8,961) |
Total comprehensive loss | $ (166,979) | $ (15,675) | $ (1,166,293) |
Schedule I - Condensed Parent_5
Schedule I - Condensed Parent Only Financial Information - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Financial Statements, Captions [Line Items] | |||
Changes in fair value of warrant liability | $ 13,363 | ||
Private Placement Warrants [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Class of warrant, outstanding | 7,333,333 | ||
Warrants outstanding | $ 21,200 | ||
Initial fair value of the private placement warrants | 7,900 | ||
Changes in fair value of warrant liability | $ 13,400 | ||
New Secured First Lien Term Loan Facility [Member] | Advantage Sales And Marketing Inc [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Percentage of net cash proceeds of certain assets for term loan prepayments | 100.00% | ||
Percentage of net cash proceeds from certain debt issuance for term loan prepayments | 100.00% | ||
Percentage of excess cash flow for term loan prepayments | 50.00% | ||
Parent Company [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Changes in fair value of warrant liability | $ 13,363 | $ 0 | $ 0 |
Parent Company [Member] | Minimum [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Percentage of consolidated net assets of Parent and its subsidiaries | 25.00% |