8-K/A
Advantage Solutions Inc. (ADV)
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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): March 7, 2025 |
|---|
Advantage Solutions Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-38990 | 83-4629508 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 8001 Forsyth Boulevard, Suite 1025 | ||
| Clayton, Missouri | 63105 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: (314) 655-9333 | ||
| --- | ||
| Not Applicable | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A common stock, $0.0001 par value per share | ADV | NASDAQ Global Select Market |
| Warrants exercisable for one share of Class A common stock at an exercise price of $11.50 per share | ADVWW | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
Advantage Solutions Inc. (the “Company”) is filing this Amendment No. 1 on Form 8-K/A (the “Amended Report”) to its current report on Form 8-K filed March 7, 2025 (“the Original Report”). The Original Report included an incorrect Exhibit 99.2, this Amended Report is being filed solely to replace Exhibit 99.2 to reflect the correct exhibit.
Item 2.02 – Results of Operations and Financial Condition.
On March 7, 2025, Advantage Solutions Inc. (the “Company”) issued a press release announcing its financial results for the year ended December 31, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
On March 7, 2025, at 8:30 a.m. ET, the Company will host a conference call announcing its financial results for the year ended December 31, 2024. A copy of management’s earnings presentation materials is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein. The presentation will be accessible, live via audio broadcast, through a link posted on the Investor Relations section of the Company’s website at https://ir.youradv.com/. This presentation will be available for audio replay for one week following the call.
The Company makes reference to non-GAAP financial information in the press release and earnings presentation materials. The Company’s non-GAAP financial measures should be viewed in addition to and not as a substitute for or superior to the Company’s reported results prepared in accordance with GAAP. Reconciliation of these non-GAAP financial measures to the nearest comparable GAAP financial measures are contained in the data tables at the end of the press release and earnings presentation materials.
The information in this Item 2.02, including Exhibits 99.1 and 99.2 furnished under Item 9.01, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. Furthermore, the information in this Item 2.02, including Exhibit 99.1 and 99.2 furnished under Item 9.01, shall not be deemed incorporated by reference into the filings of the Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued by Advantage Solutions Inc., dated March 7, 2025 regarding results for the year ended December 31, 2024. |
| 99.2 | Management’s Earnings Presentation for Advantage Solutions Inc., dated March 7, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: | March 7, 2025 | ADVANTAGE SOLUTIONS INC. | |
|---|---|---|---|
| By: | /s/ Christopher Growe | ||
| Christopher Growe <br>Chief Financial Officer |
EX-99.1
Financial Results
4th Quarter and Full Year 2024
Advantage Solutions Reports Fourth Quarter and 2024 Results: Transformation Initiatives Continue to Strengthen the Company
Delivered Adjusted EBITDA growth through strong execution and cost discipline
Continued progress on the transformation to enhance capabilities and increase operating efficiencies
Management expects growth in Revenues and Adjusted EBITDA in 2025
ST. LOUIS, March 7, 2025 – Advantage Solutions Inc. (NASDAQ: ADV) (“Advantage,” “Advantage Solutions,” the “Company,” “we,” or “our”), a leading business solutions provider to consumer goods manufacturers and retailers, today reported financial results for the three and 12 months ended December 31, 2024.
Unless otherwise noted, results presented in this release are from continuing operations, and comparisons are on a prior year basis. Revenues for the three months were $892.3 million compared with $991.9 million, and net loss was $177.9 million compared to a net loss of $2.7 million. Revenues for the full year were $3,566.3 million compared with $3,900.1 million, and net loss was $378.4 million compared to a net loss of $81.2 million.
| Q4 and 2024 Full Year Financial Highlights | |
|---|---|
 |
Organic revenues(1) in Q4 declined 2.4% and increased 1% for the full year. Adjusted EBITDA increased 8.9% to $94.6 million in Q4 and 1.1% to $356.0 million for the full year compared to the prior year. |
|
Achieved healthy profit performance in 2024 across Experiential Services and Retailer Services, while right-sizing Branded Services to adjust to the demand environment. |
|
The Company remains focused on disciplined capital allocation with 2024 voluntary debt repurchases and share buybacks of approximately $158 million and $34 million, respectively. |
“In 2024, we made solid progress against our ongoing transformation and took operational actions to remain resilient in a dynamic market,” said Advantage CEO Dave Peacock. “We believe we are in a better position today to navigate market uncertainties as we execute on key initiatives designed to increase our operating efficiencies and capabilities, bringing greater speed, precision and insight to our clients, while positioning the company to accelerate growth in the coming years.”
| Consolidated Financial Summary from Continuing Operations | |||||||
|---|---|---|---|---|---|---|---|
| (amounts in thousands) | Three Months Ended December 31, | Change (Reported) | Organic(1) | ||||
| 2024 | 2023 | % | % | ||||
| Total Revenues | $ | 892,285 | $ | 991,948 | (10.0%) | (2.4%) | |
| Total Net Loss | $ | (177,935) | $ | (2,663) | NMF | ||
| Total Adjusted EBITDA | $ | 94,555 | $ | 86,825 | 8.9% | ||
| Adjusted EBITDA Margin | 10.6% | 8.8% | |||||
| Year Ended December 31, | Change (Reported) | Organic(1) | |||||
| 2024 | 2023 | % | % | ||||
| Total Revenues | $ | 3,566,324 | $ | 3,900,125 | (8.6%) | 1.0% | |
| Total Net Loss | $ | (378,404) | $ | (81,211) | NMF | ||
| Total Adjusted EBITDA | $ | 356,014 | $ | 352,248 | 1.1% | ||
| Adjusted EBITDA Margin | 10.0% | 9.0% |
All values are in US Dollars.
- Excludes ~$76 million and ~$374 million in 4Q’23 and 2023, respectively, related to the deconsolidation of the European JV, which occurred in 4Q’23.
NMF = Not Meaningful
Advantage Solutions Inc. | Page 1
Financial Results
4th Quarter and Full Year 2024
| Segment Financial Summary from Continuing Operations | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenues | ||||||||||||
| Segment | Three Months Ended December 31, | Year Ended December 31, | ||||||||||
| (amounts in thousands) | 2024 | 2023 | YoY (Reported) | Organic(1) | 2024 | 2023 | YoY (Reported) | Organic(1) | ||||
| Branded Services | $ | 323,584 | $ | 431,282 | (25.0%) | (7.5%) | $ | 1,306,336 | $ | 1,758,417 | (25.7%) | (4.4%) |
| Experiential Services | $ | 325,439 | $ | 308,727 | 5.4% | $ | 1,295,029 | $ | 1,159,449 | 11.7% | ||
| Retailer Services | $ | 243,262 | $ | 251,939 | (3.4%) | $ | 964,959 | $ | 982,259 | (1.8%) | ||
| Total | $ | 892,285 | $ | 991,948 | (10.0%) | (2.4%) | $ | 3,566,324 | $ | 3,900,125 | (8.6%) | 1.0% |
| Operating (Loss) Income | ||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
| Segment | 2024 | 2023 | YoY (Reported) | 2024 | 2023 | YoY (Reported) | ||||||
| Branded Services | $ | (176,973) | $ | 15,586 | NMF | $ | (318,573) | $ | 27,193 | NMF | ||
| Experiential Services | $ | (3,103) | $ | 845 | NMF | $ | 255 | $ | 3,295 | (92.3%) | ||
| Retailer Services | $ | 9,479 | $ | 4,231 | 124.0% | $ | 23,335 | $ | 16,101 | 44.9% | ||
| Total | $ | (170,597) | $ | 20,662 | NMF | $ | (294,983) | $ | 46,589 | NMF | ||
| Adjusted EBITDA | ||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
| Segment | 2024 | 2023 | YoY (Reported) | 2024 | 2023 | YoY (Reported) | ||||||
| Branded Services | $ | 55,470 | $ | 49,385 | 12.3% | $ | 181,465 | $ | 203,683 | (10.9%) | ||
| Experiential Services | $ | 13,134 | $ | 13,211 | (0.6%) | $ | 75,697 | $ | 53,003 | 42.8% | ||
| Retailer Services | $ | 25,951 | $ | 24,229 | 7.1% | $ | 98,852 | $ | 95,562 | 3.4% | ||
| Total | $ | 94,555 | $ | 86,825 | 8.9% | $ | 356,014 | $ | 352,248 | 1.1% | ||
| Branded Services | Experiential Services | Retailer Services | ||||||||||
| --- | --- | --- | --- | --- | --- | |||||||
 |
Right sized the business in 2024 for future growth, while navigating market headwinds. |  |
Strong 2024 performance driven by improved execution and an increase in events per day. |  |
Solid execution in 2024 led to Adjusted EBITDA growth and margin expansion. | |||||||
|
Streamlined areas for better workflow and saw a positive response with retailers served on behalf of CPG clients. | |
Fixed cost leverage drove gains in operating efficiency. | |
Focused on growing retail merchandising and retail media services, while developing service lines in market adjacencies. |
- Excludes ~$76 million and ~$374 million in 4Q’23 and 2023, respectively, related to the deconsolidation of the European JV, which occurred in 4Q’23.
NMF=Not Meaningful
Advantage Solutions Inc. | Page 2
Financial Results
4th Quarter and Full Year 2024
Cash Flow and Balance Sheet Highlights
| (amounts in millions) | Twelve Months Ended<br><br>December 31, 2024 |
|---|---|
| Adjusted Unlevered Free Cash Flow and as % of Adjusted EBITDA(1) | ~$335 / 89% |
| Capex | ~$55 |
| Share Repurchases | ~$34 (~9 million shares) |
| Gross Debt | ~$1,721 |
| Cash and Cash Equivalents | ~$205 |
| Voluntary Repurchases of Debt | ~$158 (Face Value) |
| Net Leverage Ratio(1) | 4.0x (Trailing 12-months) |
Fiscal Year 2025 Outlook
| Revenues | Up low single-digits |
|---|---|
| Adjusted EBITDA | Up low single-digits |
| Adjusted Unlevered Free Cash Flow Conversion | >50% of Adjusted EBITDA |
| Net Interest Expense | $140 million to $150 million |
| Capex | $65 million to $75 million |
2025 revenue outlook excludes pass-through costs. 2025 guidance compares to 2024 on a continuing operations basis.
| Conference Call Details | |
|---|---|
| Date/Time | Mar. 7, 2025, 8:30 am EST |
| Dial-in<br><br>(10 minutes before the call) | 800-225-9448 within the United States or +1-203-518-9708 outside the United States<br><br>Dial-in Code: ADVQ4 |
| Webcast | Available at: ADV 4Q and 2024 FY Earnings Webcast |
| Replay | 844-512-2921 within the United States or +1-412-317-6671 outside the United States<br><br>Replay ID: 11158219 |
Media Contact: Peter Frost | press@youradv.com
Investor Contact: Ruben Mella | investorrelations@youradv.com
(1) On a continuing and discontinued operations basis
Advantage Solutions Inc. | Page 3
Financial Results
4th Quarter and Full Year 2024
About Advantage Solutions
Advantage Solutions is the leading omnichannel retail solutions agency in North America, uniquely positioned at the intersection of consumer-packaged goods (CPG) brands and retailers. With its data- and technology-powered services, Advantage leverages its unparalleled insights, expertise and scale to help brands and retailers of all sizes generate demand and get products into the hands of consumers, wherever they shop. Whether it’s creating meaningful moments and experiences in-store and online, optimizing assortment and merchandising, or accelerating e-commerce and digital capabilities, Advantage is the trusted partner that keeps commerce and life moving. Advantage has offices throughout North America and strategic investments and owned operations in select international markets. For more information, please visit YourADV.com.
Included with this press release are the Company’s consolidated and condensed financial statements as of and for the three months and year ended December 31, 2024. These financial statements should be read in conjunction with the information contained in the Company’s Annual Report on Form 10-K, to be filed with the Securities and Exchange Commission (the "SEC") on March 7, 2025.
Forward-Looking Statements
Certain statements in this press release may be considered forward-looking statements within the meaning of the federal securities laws, including statements regarding the expected future performance of Advantage's business and projected financial results. Forward-looking statements generally relate to future events or Advantage’s future financial or operating performance. These forward-looking statements generally are identified by the words “may”, “should”, “expect”, “intend”, “will”, “would”, “could”, “estimate”, “anticipate”, “believe”, “predict”, “confident”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Advantage and its management at the time of such statements, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, market-driven wage changes or changes to labor laws or wage or job classification regulations, including minimum wage; future potential pandemics or health epidemics; Advantage’s ability to continue to generate significant operating cash flow; client procurement strategies and consolidation of Advantage’s clients’ industries creating pressure on the nature and pricing of its services; consumer goods manufacturers and retailers reviewing and changing their sales, retail, marketing and technology programs and relationships; Advantage’s ability to successfully develop and maintain relevant omni-channel services for our clients in an evolving industry and to otherwise adapt to significant technological change; Advantage’s ability to maintain proper and effective internal control over financial reporting in the future; Advantage’s substantial indebtedness and our ability to refinance at favorable rates; and other risks and uncertainties set forth in the section titled “Risk Factors” in the Annual Report on Form 10-K to be filed by the Company with the SEC on March 7, 2025, and in its other filings made from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Advantage assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Advantage Solutions Inc. | Page 4
Financial Results
4th Quarter and Full Year 2024
Non-GAAP Financial Measures and Related Information
This press release includes certain financial measures not presented in accordance with generally accepted accounting principles (“GAAP”), including Adjusted EBITDA from Continuing Operations, Adjusted EBITDA from Discontinued Operations, Adjusted EBITDA by Segment, Adjusted Unlevered Free Cash Flow and Net Debt. These are not measures of financial performance calculated in accordance with GAAP and may exclude items that are significant in understanding and assessing Advantage’s financial results. Therefore, the measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP, and should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that Advantage’s presentation of these measures may not be comparable to similarly titled measures used by other companies. Reconciliations of historical non-GAAP measures to their most directly comparable GAAP counterparts are included below.
Advantage believes these non-GAAP measures provide useful information to management and investors regarding certain financial and business trends relating to Advantage’s financial condition and results of operations. Advantage believes that the use of Adjusted EBITDA from Continuing Operations, Adjusted EBITDA from Discontinued Operations, Adjusted EBITDA by Segment, Adjusted Unlevered Free Cash Flow, and Net Debt provide an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing Advantage’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. Additionally, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore Advantage’s non-GAAP measures may not be directly comparable to similarly titled measures of other companies.
Adjusted EBITDA from Continuing Operations, Adjusted EBITDA from Discontinued Operations and Adjusted EBITDA by Segment are supplemental non-GAAP financial measures of our operating performance. Adjusted EBITDA from Continuing Operations and Adjusted EBITDA from Discontinued Operations mean net (loss) income before (i) interest expense (net), (ii) provision for (benefit from) income taxes, (iii) depreciation, (iv) amortization of intangible assets, (v) impairment of goodwill, (vi) changes in fair value of warrant liability, (vii) stock based compensation expense, (viii) equity-based compensation of Karman Topco L.P., (ix) fair value adjustments of contingent consideration related to acquisitions, (x) acquisition and divestiture related expenses, (xi) (gain) loss on divestitures, (xii) restructuring expenses, (xiii) reorganization expenses, (xiv) litigation expenses (recovery), (xv) costs associated with COVID-19, net of benefits received, (xvi) costs associated with (recovery from) the Take 5 Matter, (xvii) EBITDA for economic interests in investments and (xviii) other adjustments that management believes are helpful in evaluating our operating performance.
Adjusted EBITDA by Segment means, with respect to each segment, operating income (loss) from continuing operations before (i) depreciation, (ii) amortization of intangible assets, (iii) impairment of goodwill, (iv) stock based compensation expense, (v) equity-based compensation of Karman Topco L.P., (vi) fair value adjustments of contingent consideration related to acquisitions, (vii) acquisition and divestiture related expenses, (viii) restructuring expenses, (ix) reorganization expenses, (x) litigation expenses (recovery), (xi) costs associated with COVID-19, net of benefits received, (xii) costs associated with (recovery from) the Take 5 Matter, (xiii) EBITDA for economic interests in investments and (xiv) other adjustments that management believes are helpful in evaluating our operating performance, in each case, attributable to such segment.
Adjusted EBITDA Margin means Adjusted EBITDA from Continuing Operations divided by total revenues.
Adjusted Unlevered Free Cash Flow represents net cash provided by (used in) operating activities from continuing and discontinued operations less purchase of property and equipment as disclosed in the Statements of Cash Flows further adjusted by (i) cash payments for interest, (ii) cash received from interest rate derivatives, (iii) cash paid for income taxes; (iv) cash paid for acquisition and divestiture related expenses, (v) cash paid for restructuring expenses, (vi) cash paid for reorganization expenses, (vii) cash paid for contingent earnout payments included in operating cash flow, (viii) cash paid for costs associated with COVID-19, net of benefits received, (ix) cash paid for costs associated with the Take 5 Matter, (x) net effect of foreign currency fluctuations on cash, and (xi) other adjustments that management believes are helpful in evaluating our operating performance. Adjusted Unlevered Free Cash Flow as a percentage of Adjusted EBITDA means Adjusted Unlevered Free Cash Flow divided by Adjusted EBITDA from Continuing Operations and Adjusted EBITDA from Discontinued Operations.
Advantage Solutions Inc. | Page 5
Financial Results
4th Quarter and Full Year 2024
Net Debt represents the sum of current portion of long-term debt and long-term debt, less cash and cash equivalents and debt issuance costs. With respect to Net Debt, cash and cash equivalents are subtracted from the GAAP measure, total debt, because they could be used to reduce the debt obligations. We present Net Debt because we believe this non-GAAP measure provides useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and to evaluate changes to the Company's capital structure and credit quality assessment.
Advantage Solutions Inc.
Consolidated Statements of Operations
(Unaudited)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except share and per share data) | 2024 | 2023 | 2024 | 2023 | ||||||||
| Revenues | $ | 892,285 | $ | 991,948 | $ | 3,566,324 | $ | 3,900,125 | ||||
| Cost of revenues (exclusive of depreciation and amortization shown separately below) | 760,913 | 862,402 | 3,059,052 | 3,415,046 | ||||||||
| Selling, general, and administrative expenses | 74,219 | 78,065 | 324,596 | 250,235 | ||||||||
| Impairment of goodwill and indefinite-lived asset | 175,500 | 43,500 | 275,170 | 43,500 | ||||||||
| Gain on deconsolidation of subsidiaries | — | (58,891 | ) | — | (58,891 | ) | ||||||
| Depreciation and amortization | 51,622 | 51,420 | 204,553 | 208,856 | ||||||||
| Income from equity method investments | 628 | (5,210 | ) | (2,064 | ) | (5,210 | ) | |||||
| Total operating expenses | 1,062,882 | 971,286 | 3,861,307 | 3,853,536 | ||||||||
| Operating (loss) income from continuing operations | (170,597 | ) | 20,662 | (294,983 | ) | 46,589 | ||||||
| Other (income) expenses: | ||||||||||||
| Change in fair value of warrant liabilities | (225 | ) | (873 | ) | (584 | ) | (286 | ) | ||||
| Interest expense, net | 32,308 | 45,851 | 146,792 | 165,734 | ||||||||
| Total other expenses, net | 32,083 | 44,978 | 146,208 | 165,448 | ||||||||
| Loss from continuing operations before income taxes | (202,680 | ) | (24,316 | ) | (441,191 | ) | (118,859 | ) | ||||
| Benefit from income taxes from continuing operations | (24,745 | ) | (21,653 | ) | (62,787 | ) | (37,648 | ) | ||||
| Net loss from continuing operations | (177,935 | ) | (2,663 | ) | (378,404 | ) | (81,211 | ) | ||||
| Net (loss) income from discontinued operations, net of tax | (109 | ) | 20,385 | 53,634 | 20,829 | |||||||
| Net (loss) income | (178,044 | ) | 17,722 | (324,770 | ) | (60,382 | ) | |||||
| Less: net income from continuing operations attributable to noncontrolling interest, net of tax | — | — | — | 2,346 | ||||||||
| Less: net income from discontinued operations attributable to noncontrolling interest, net of tax | — | 359 | 2,192 | 594 | ||||||||
| Net (loss) income attributable to stockholders of Advantage Solutions Inc. | $ | (178,044 | ) | $ | 17,363 | $ | (326,962 | ) | $ | (63,322 | ) | |
| Net (loss) income per common share: | ||||||||||||
| Basic loss per common share from continuing operations attributable to stockholders of Advantage Solutions Inc. | $ | (0.55 | ) | $ | (0.01 | ) | $ | (1.18 | ) | $ | (0.26 | ) |
| Basic earnings per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc. | $ | (0.00 | ) | $ | 0.06 | $ | 0.16 | $ | 0.06 | |||
| Diluted net (loss) earnings per share: | ||||||||||||
| Diluted loss per common share from continuing operations attributable to stockholders of Advantage Solutions Inc. | $ | (0.55 | ) | $ | (0.01 | ) | $ | (1.18 | ) | $ | (0.26 | ) |
| Diluted earnings per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc. | $ | (0.00 | ) | $ | 0.06 | $ | 0.16 | $ | 0.06 | |||
| Weighted-average number of common shares: | ||||||||||||
| Basic | 321,080,571 | 324,639,562 | 321,515,982 | 323,677,515 | ||||||||
| Diluted | 321,080,571 | 324,639,562 | 321,515,982 | 323,677,515 |
Advantage Solutions Inc. | Page 6
Financial Results
4th Quarter and Full Year 2024
Advantage Solutions Inc.
Consolidated Balance Sheet
(Unaudited)
| (in thousands, except share data) | 2023 | ||||
| ASSETS | |||||
| Current assets | |||||
| Cash and cash equivalents | 205,233 | $ | 120,839 | ||
| Restricted cash | 15,518 | 16,363 | |||
| Accounts receivable, net of allowance for expected credit losses of 13,047 and 29,294, respectively | 603,069 | 659,499 | |||
| Prepaid expenses and other current assets | 86,918 | 115,921 | |||
| Current assets of discontinued operations | — | 99,412 | |||
| Total current assets | 910,738 | 1,012,034 | |||
| Property and equipment, net | 97,763 | 64,708 | |||
| Goodwill | 477,021 | 710,191 | |||
| Other intangible assets, net | 1,332,578 | 1,551,828 | |||
| Investments in unconsolidated affiliates | 226,510 | 210,829 | |||
| Other assets | 61,907 | 43,543 | |||
| Other assets of discontinued operations | — | 186,190 | |||
| Total assets | 3,106,517 | 3,779,323 | |||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
| Current liabilities | |||||
| Current portion of long-term debt | 13,250 | $ | 13,274 | ||
| Accounts payable | 158,485 | 172,894 | |||
| Accrued compensation and benefits | 129,486 | 161,447 | |||
| Other accrued expenses | 134,677 | 144,415 | |||
| Deferred revenues | 24,164 | 26,598 | |||
| Current liabilities of discontinued operations | — | 22,669 | |||
| Total current liabilities | 460,062 | 541,297 | |||
| Long-term debt, net of current portion | 1,686,690 | 1,848,118 | |||
| Deferred income tax liabilities | 146,889 | 204,136 | |||
| Other long-term liabilities | 64,141 | 74,555 | |||
| Other liabilities of discontinued operations | — | 7,140 | |||
| Total liabilities | 2,357,782 | 2,675,246 | |||
| Commitments and contingencies | |||||
| 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, 2024 and 2023, respectively | — | — | |||
| Common stock, 0.0001 par value, 3,290,000,000 shares authorized; 320,773,096 and 322,235,261 shares issued and outstanding as of December 31, 2024 and 2023, respectively | 32 | 32 | |||
| Additional paid in capital | 3,466,221 | 3,449,261 | |||
| Accumulated deficit | (2,641,612 | ) | (2,314,650 | ) | |
| Loans to Karman Topco L.P. | (7,029 | ) | (6,387 | ) | |
| Accumulated other comprehensive loss | (15,861 | ) | (3,945 | ) | |
| Treasury stock, at cost; 12,400,075 and 3,600,075 shares as of December 31, 2024 and 2023, respectively | (53,016 | ) | (18,949 | ) | |
| Total equity attributable to stockholders of Advantage Solutions Inc. | 748,735 | 1,105,362 | |||
| Nonredeemable noncontrolling interest | — | (1,285 | ) | ||
| Total stockholders' equity | 748,735 | 1,104,077 | |||
| Total liabilities and stockholders' equity | 3,106,517 | $ | 3,779,323 |
All values are in US Dollars.
Advantage Solutions Inc. | Page 7
Financial Results
4th Quarter and Full Year 2024
Advantage Solutions Inc.
Consolidated Statements of Cash Flows
(Unaudited)
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net loss from continuing operations | $ | (378,404 | ) | $ | (81,211 | ) |
| Adjustments to reconcile net loss to net cash provided by operating activities | ||||||
| Non-cash interest expense (income) | 5,227 | (7,728 | ) | |||
| Deferred financing fees related to repricing of long-term debt | 1,079 | — | ||||
| Amortization of deferred financing fees | 6,766 | 8,292 | ||||
| Impairment of goodwill and indefinite-lived asset | 275,170 | 43,500 | ||||
| Depreciation and amortization | 204,553 | 208,856 | ||||
| Change in fair value of warrant liability | (584 | ) | (286 | ) | ||
| Fair value adjustments related to contingent consideration | 1,678 | 11,152 | ||||
| Deferred income taxes | (57,307 | ) | (80,416 | ) | ||
| Equity-based compensation of Karman Topco L.P. | 723 | (2,524 | ) | |||
| Stock-based compensation | 31,019 | 38,933 | ||||
| Income from equity method investments | (2,064 | ) | (5,511 | ) | ||
| Distribution received from equity method investments | 3,289 | 2,100 | ||||
| Gain on deconsolidation of subsidiaries | — | (58,891 | ) | |||
| Gain on repurchases of Senior Secured Notes and Term Loan Facility debt | (9,141 | ) | (8,665 | ) | ||
| Loss on disposal of property and equipment | 1,274 | 3,318 | ||||
| Changes in operating assets and liabilities, net of effects from divestitures: | ||||||
| Accounts receivable, net | 51,154 | 38,899 | ||||
| Prepaid expenses and other assets | 28,396 | 100,841 | ||||
| Accounts payable | (12,918 | ) | (23,066 | ) | ||
| Accrued compensation and benefits | (30,380 | ) | 27,458 | |||
| Deferred revenues | (2,129 | ) | 8,551 | |||
| Other accrued expenses and other liabilities | (24,306 | ) | 4,890 | |||
| Net cash provided by operating activities | 93,095 | 228,492 | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Purchase of investments in unconsolidated affiliates | (13,932 | ) | (3,023 | ) | ||
| Purchase of property and equipment | (7,838 | ) | (20,691 | ) | ||
| Purchase of capitalized software | (47,501 | ) | (20,872 | ) | ||
| Proceeds from divestitures, net of cash | 275,717 | 21,108 | ||||
| Deconsolidation of subsidiaries cash and cash equivalents and restricted cash, net of proceeds | — | (31,465 | ) | |||
| Proceeds from sale of investments in unconsolidated affiliates | — | 4,428 | ||||
| Net cash provided by (used in) investing activities | 206,446 | (50,515 | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Borrowings under lines of credit | — | 99,538 | ||||
| Payments on lines of credit | — | (99,102 | ) | |||
| Principal payments on long-term debt | (13,131 | ) | (13,294 | ) | ||
| Repurchases of Senior Secured Notes and Term Loan Facility debt | (147,122 | ) | (156,559 | ) | ||
| Debt issuance costs | (971 | ) | — | |||
| Proceeds from issuance of common stock | 2,294 | 2,248 | ||||
| Payments for taxes related to net share settlement under 2020 Incentive Award Plan | (12,765 | ) | (1,880 | ) | ||
| Contingent consideration payments | (5,655 | ) | (1,867 | ) | ||
| Holdback payments | — | (944 | ) | |||
| Redemption of noncontrolling interest | — | (154 | ) | |||
| Purchase of treasury stock | (34,067 | ) | (6,382 | ) | ||
| Net cash used in financing activities | (211,417 | ) | (178,396 | ) | ||
| Net effect of foreign currency changes on cash, cash equivalents and restricted cash | (4,575 | ) | 1,800 | |||
| Net change in cash, cash equivalents and restricted cash | 83,549 | 1,381 | ||||
| Cash, cash equivalents and restricted cash, beginning of period | 137,202 | 135,821 | ||||
| Cash, cash equivalents and restricted cash, end of period | $ | 220,751 | $ | 137,202 |
Advantage Solutions Inc. | Page 8
Financial Results
4th Quarter and Full Year 2024
Advantage Solutions Inc.
Reconciliation of Net Income (Loss) to Adjusted EBITDA
(Unaudited)
| Continuing Operations | Three Months Ended December 31, | Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2024 | 2023 | ||||||||
| Net loss from continuing operations | $ | (177,935 | ) | $ | (2,663 | ) | $ | (378,404 | ) | $ | (81,211 | ) |
| Add: | ||||||||||||
| Interest expense, net | 32,308 | 45,851 | 146,792 | 165,734 | ||||||||
| Benefit from income taxes from continuing operations | (24,745 | ) | (21,653 | ) | (62,787 | ) | (37,648 | ) | ||||
| Depreciation and amortization | 51,622 | 51,420 | 204,553 | 208,856 | ||||||||
| Impairment of goodwill and indefinite-lived asset | 175,500 | 43,500 | 275,170 | 43,500 | ||||||||
| Gain on deconsolidation of subsidiaries | — | (58,891 | ) | — | (58,891 | ) | ||||||
| Changes in fair value of warrant liability | (225 | ) | (873 | ) | (584 | ) | (286 | ) | ||||
| Stock-based compensation expense (a) | 6,794 | 9,533 | 31,019 | 38,933 | ||||||||
| Equity-based compensation of Karman Topco L.P. (b) | 1,381 | 754 | 723 | (2,524 | ) | |||||||
| Fair value adjustments related to contingent consideration related to acquisitions (c) | — | 665 | 1,678 | 11,152 | ||||||||
| Acquisition and divestiture related expenses (d) | 39 | 142 | (1,168 | ) | 3,206 | |||||||
| Restructuring expenses (e) | 5,933 | — | 30,051 | — | ||||||||
| Reorganization expenses (f) | 14,820 | 17,829 | 88,800 | 56,133 | ||||||||
| Litigation (recovery) expenses (g) | 482 | 855 | (1,940 | ) | 9,519 | |||||||
| Costs associated with COVID-19, net of benefits received (h) | — | (2 | ) | — | 3,283 | |||||||
| Costs associated with the Take 5 Matter, net of (recoveries) (i) | 764 | 63 | 1,845 | (1,380 | ) | |||||||
| EBITDA for economic interests in investments (j) | 7,817 | 295 | 20,266 | (6,128 | ) | |||||||
| Adjusted EBITDA from Continuing Operations | $ | 94,555 | $ | 86,825 | $ | 356,014 | $ | 352,248 | ||||
| Discontinued Operations | Three Months Ended December 31, | Year Ended December 31, | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (in thousands) | 2024 | 2023 | 2024 | 2023 | ||||||||
| Net income from discontinued operations, net of tax | $ | (108 | ) | $ | 20,879 | $ | 53,634 | $ | 20,829 | |||
| Add: | ||||||||||||
| Interest expense, net | — | — | 48 | 68 | ||||||||
| Provision for income taxes from discontinued operations | (53 | ) | 4,652 | 41,318 | 8,639 | |||||||
| Depreciation and amortization | — | 2,970 | 4,695 | 15,841 | ||||||||
| (Gain) loss on divestitures (k) | 160 | (1,140 | ) | (95,099 | ) | 19,068 | ||||||
| Stock-based compensation expense (a) | — | 837 | (2,808 | ) | 3,947 | |||||||
| Fair value adjustments related to contingent consideration related to acquisitions (c) | — | (1,894 | ) | 1,883 | (790 | ) | ||||||
| Acquisition and divestiture related expenses (d) | — | 2,361 | 5,537 | 3,818 | ||||||||
| Reorganization expenses (f) | — | (209 | ) | 9,535 | 888 | |||||||
| EBITDA for economic interests in investments (j) | 1 | (364 | ) | (384 | ) | (274 | ) | |||||
| Adjusted EBITDA from Discontinued Operations | $ | — | $ | 28,092 | $ | 18,359 | $ | 72,034 |
Advantage Solutions Inc. | Page 9
Financial Results
4th Quarter and Full Year 2024
Advantage Solutions Inc.
Reconciliation of Operating Income (Loss) to Adjusted EBITDA by Segment
(Unaudited)
| Branded Services segment | Three Months Ended December 31, | Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2024 | 2023 | ||||||||
| Operating (loss) income | $ | (176,973 | ) | $ | 15,586 | $ | (318,573 | ) | $ | 27,193 | ||
| Add: | ||||||||||||
| Depreciation and amortization | 32,811 | 34,382 | 130,212 | 140,932 | ||||||||
| Impairment of goodwill and indefinite-lived asset | 175,500 | 43,500 | 275,170 | 43,500 | ||||||||
| Gain on deconsolidation of subsidiaries | — | (58,891 | ) | — | (58,891 | ) | ||||||
| Stock-based compensation expense (a) | 3,839 | 4,342 | 12,391 | 15,651 | ||||||||
| Equity-based compensation of Karman Topco L.P. (b) | 1,521 | 522 | 2,445 | (687 | ) | |||||||
| Fair value adjustments related to contingent consideration related to acquisitions (c) | — | 665 | 1,678 | 11,136 | ||||||||
| Acquisition and divestiture related expenses (d) | 15 | 293 | 168 | 1,777 | ||||||||
| Restructuring expenses (e) | 3,951 | — | 19,343 | — | ||||||||
| Reorganization expenses (f) | 6,047 | 8,459 | 35,910 | 28,739 | ||||||||
| Litigation expenses (g) | 178 | 187 | 610 | 2,181 | ||||||||
| Costs associated with COVID-19, net of benefits received (h) | — | 3 | — | (323 | ) | |||||||
| Costs associated with the Take 5 Matter, net of (recoveries) (i) | 764 | 63 | 1,845 | (1,380 | ) | |||||||
| EBITDA for economic interests in investments (j) | 7,817 | 274 | 20,266 | (6,145 | ) | |||||||
| Branded Services segment Adjusted EBITDA | $ | 55,470 | $ | 49,385 | $ | 181,465 | $ | 203,683 | ||||
| Experiential Services segment | Three Months Ended December 31, | Year Ended December 31, | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (in thousands) | 2024 | 2023 | 2024 | 2023 | ||||||||
| Operating income (loss) | $ | (3,103 | ) | $ | 845 | $ | 255 | $ | 3,295 | |||
| Add: | ||||||||||||
| Depreciation and amortization | 10,504 | 9,298 | 41,728 | 36,584 | ||||||||
| Stock-based compensation expense (a) | 292 | (1,560 | ) | 7,761 | (3,420 | ) | ||||||
| Equity-based compensation of Karman Topco L.P. (b) | (42 | ) | 129 | (825 | ) | (805 | ) | |||||
| Fair value adjustments related to contingent consideration related to acquisitions (c) | — | — | — | 7 | ||||||||
| Acquisition and divestiture related expenses (d) | 10 | 71 | 47 | 512 | ||||||||
| Restructuring expenses (e) | 938 | — | 4,368 | — | ||||||||
| Reorganization expenses (f) | 4,363 | 3,869 | 21,757 | 12,099 | ||||||||
| Litigation expenses (recoveries) (g) | 172 | 566 | 606 | 1,842 | ||||||||
| Costs associated with COVID-19, net of benefits received (h) | — | (7 | ) | — | 2,889 | |||||||
| Experiential Services segment Adjusted EBITDA | $ | 13,134 | $ | 13,211 | $ | 75,697 | $ | 53,003 |
Advantage Solutions Inc. | Page 10
Financial Results
4th Quarter and Full Year 2024
| Retailer Services segment | Three Months Ended December 31, | Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2024 | 2023 | ||||||||
| Operating (loss) income | $ | 9,479 | $ | 4,231 | $ | 23,335 | $ | 16,101 | ||||
| Add: | ||||||||||||
| Depreciation and amortization | 8,307 | 7,740 | 32,613 | 31,340 | ||||||||
| Stock-based compensation expense (a) | 2,663 | 6,751 | 10,867 | 26,702 | ||||||||
| Equity-based compensation of Karman Topco L.P. (b) | (98 | ) | 103 | (897 | ) | (1,032 | ) | |||||
| Fair value adjustments related to contingent consideration related to acquisitions (c) | — | — | — | 9 | ||||||||
| Acquisition and divestiture related expenses (d) | 14 | (222 | ) | (1,383 | ) | 917 | ||||||
| Restructuring expenses (e) | 1,044 | — | 6,340 | — | ||||||||
| Reorganization expenses (f) | 4,410 | 5,501 | 31,133 | 15,295 | ||||||||
| Litigation (recovery) expenses (g) | 132 | 102 | (3,156 | ) | 5,496 | |||||||
| Costs associated with COVID-19, net of benefits received (h) | — | 2 | — | 717 | ||||||||
| EBITDA for economic interests in investments (j) | — | 21 | — | 17 | ||||||||
| Retailer Services segment Adjusted EBITDA | $ | 25,951 | $ | 24,229 | $ | 98,852 | $ | 95,562 | ||||
| (a) | Represents non-cash compensation expense related to performance stock units, restricted stock units, and stock options under the 2020 Advantage Solutions Incentive Award Plan and the Advantage Solutions 2020 Employee Stock Purchase Plan. | |||||||||||
| --- | --- | |||||||||||
| (b) | Represents expenses related to (i) equity-based compensation expense associated with grants of Common Series D Units of Karman Topco L.P. made to one of the sponsors of Advantage and (ii) equity-based compensation expense associated with the Common Series C Units of Karman Topco L.P. | |||||||||||
| (c) | Represents adjustments to the estimated fair value of our contingent consideration liabilities related to our acquisitions, for the applicable periods. | |||||||||||
| (d) | Represents fees and costs associated with activities related to our acquisitions, divestitures, and related activities, including professional fees, due diligence, and integration activities. | |||||||||||
| (e) | Restructuring charges including programs 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. Restructuring expenses include costs associated with the Voluntary Early Retirement Program ("VERP") and employee termination benefits associated with a reduction-in-force ("2024 RIF") and other optimization initiatives. | |||||||||||
| (f) | Represents fees and costs associated with various internal reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs. | |||||||||||
| (g) | Represents legal settlements, reserves, and expenses that are unusual or infrequent costs associated with our operating activities. | |||||||||||
| (h) | Represents (i) costs related to implementation of strategies for workplace safety in response to COVID-19, including employee-relief fund, additional sick pay for front-line associates, medical benefit payments for furloughed associates, and personal protective equipment; and (ii) benefits received from government grants for COVID-19 relief. | |||||||||||
| (i) | Represents cash receipts from an insurance policy for claims related to the Take 5 Matter and costs associated with investigation and remediation activities related to the Take 5 Matter, primarily professional fees and other related costs. | |||||||||||
| (j) | Represents additions to reflect our proportional share of Adjusted EBITDA related to our equity method investments and reductions to remove the Adjusted EBITDA related to the minority ownership percentage of the entities that we fully consolidate in our financial statements. | |||||||||||
| (k) | Represents gains and losses on disposal of assets related to divestitures and losses on sale of businesses and assets held for sale, less cost to sell. |
Advantage Solutions Inc. | Page 11
Financial Results
4th Quarter and Full Year 2024
Advantage Solutions Inc.
Net Debt and Adjusted Unlevered Free Cash Flow Reconciliation
(Unaudited)
| (amounts in thousands) | Year Ended <br>December 31, 2024 | ||
|---|---|---|---|
| Current portion of long-term debt | $ | 13,250 | |
| Long-term debt, net of current portion | 1,686,690 | ||
| Less: Debt issuance costs | 21,142 | ||
| Total Debt | 1,721,082 | ||
| Less: Cash and cash equivalents | (205,233 | ) | |
| Total Net Debt | $ | 1,515,849 | |
| Adjusted EBITDA from Continuing and Discontinued Operations | $ | 374,373 | |
| Net Debt / Adjusted EBITDA ratio | 4.0 | x | |
| (amounts in thousands) | Year Ended <br>December 31, 2024 | ||
| --- | --- | --- | --- |
| Net cash provided by operating activities from continuing and discontinued operations | $ | 99,532 | |
| Less: | |||
| Purchase of property and equipment | (10,358 | ) | |
| Purchase of capitalized software | (47,501 | ) | |
| Cash received from interest rate derivatives | (30,824 | ) | |
| Add: | |||
| Cash payments for interest | 163,202 | ||
| Cash payments for income taxes | 31,269 | ||
| Cash paid for acquisition and divestiture related expenses (l) | 6,324 | ||
| Cash paid for restructuring expenses (m) | 15,983 | ||
| Cash paid for reorganization expenses (n) | 97,969 | ||
| Cash paid for contingent consideration included in operating activities (o) | 12,135 | ||
| Cash paid (received) for costs associated with (recovery from) the Take 5 Matter (p) | 1,845 | ||
| Net effect of foreign currency fluctuations on cash | (4,987 | ) | |
| Adjusted Unlevered Free Cash Flow | $ | 334,589 | |
| Numerator - Adjusted Unlevered Free Cash Flow | $ | 334,589 | |
| Denominator - Adjusted EBITDA from Continuing and Discontinued Operations (q) | $ | 374,373 | |
| Adjusted Unlevered Free Cash Flow as a percentage of Adjusted EBITDA | 89.4 | % |
Advantage Solutions Inc. | Page 12
Financial Results
4th Quarter and Full Year 2024
Advantage Solutions Inc.
Reconciliation Net Income (Loss) to Adjusted EBITDA
(Unaudited)
| (amounts in thousands) | Year Ended <br>December 31, 2024 | ||
|---|---|---|---|
| Net Loss | $ | (324,770 | ) |
| Add: | |||
| Interest expense, net | 146,840 | ||
| (Benefit from) provision for income taxes | (21,469 | ) | |
| Depreciation and amortization | 209,248 | ||
| Impairment of goodwill and indefinite-lived asset | 275,170 | ||
| (Gain) loss on divestitures (k) | (95,099 | ) | |
| Change in fair value of warrant liability | (584 | ) | |
| Stock-based compensation expense (a) | 28,211 | ||
| Equity-based compensation of Karman Topco L.P. (b) | 723 | ||
| Fair value adjustments related to contingent consideration related to acquisitions (c) | 3,561 | ||
| Acquisitions and divestiture related expenses (d) | 4,369 | ||
| Restructuring expenses (e) | 30,051 | ||
| Reorganization expenses (e) | 98,335 | ||
| Litigation expenses (recovery) (g) | (1,940 | ) | |
| Costs associated with (recovery from) the Take 5 Matter (i) | 1,845 | ||
| EBITDA for economic interests in investments (j) | 19,882 | ||
| Total Adjusted EBITDA from Continuing and Discontinued Operations(q) | $ | 374,373 | |
| (a) | Represents non-cash compensation expense related to performance stock units, restricted stock units, and stock options under the 2020 Advantage Solutions Incentive Award Plan and the Advantage Solutions 2020 Employee Stock Purchase Plan. | ||
| --- | --- | ||
| (b) | Represents expenses related to (i) equity-based compensation expense associated with grants of Common Series D Units of Karman Topco L.P. made to one of the sponsors of Advantage and (ii) equity-based compensation expense associated with the Common Series C Units of Karman Topco L.P. | ||
| (c) | Represents adjustments to the estimated fair value of our contingent consideration liabilities related to our acquisitions, for the applicable periods. | ||
| (d) | Represents fees and costs associated with activities related to our acquisitions, divestitures, and related activities, including professional fees, due diligence, and integration activities. | ||
| (e) | Restructuring charges including programs 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. Restructuring expenses include costs associated with the VERP and employee termination benefits associated with the 2024 RIF and other optimization initiatives. | ||
| (f) | Represents fees and costs associated with various internal reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs. | ||
| (g) | Represents legal settlements, reserves, and expenses that are unusual or infrequent costs associated with our operating activities. | ||
| (h) | Represents (i) costs related to implementation of strategies for workplace safety in response to COVID-19, including employee-relief fund, additional sick pay for front-line associates, medical benefit payments for furloughed associates, and personal protective equipment; and (ii) benefits received from government grants for COVID-19 relief. | ||
| (i) | Represents cash receipts from an insurance policy for claims related to the Take 5 Matter and costs associated with investigation and remediation activities related to the Take 5 Matter, primarily professional fees and other related costs. | ||
| (j) | Represents additions to reflect our proportional share of Adjusted EBITDA related to our equity method investments and reductions to remove the Adjusted EBITDA related to the minority ownership percentage of the entities that we fully consolidate in our financial statements. | ||
| (k) | Represents gains and losses on disposal of assets related to divestitures and losses on sale of businesses and assets held for sale, less cost to sell. | ||
| (l) | Represents cash paid included in operating cash flow for our contingent consideration liabilities related to our acquisitions. | ||
| (m) | Represents cash paid for restructuring charges including programs 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. Restructuring expenses include costs associated with the VERP and employee termination benefits associated with the 2024 RIF and other optimization initiatives. | ||
| (n) | Represents cash paid for fees and costs associated with various reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs. | ||
| (o) | Represents cash paid included in operating cash flow for our contingent consideration liabilities related to our acquisitions. | ||
| (p) | Represents cash paid for costs associated with the Take 5 Matter, primarily, professional fees and other related costs. | ||
| (q) | Represents unaudited periods January 1, 2024 to December 31, 2024 to sum up to the last twelve months of financials inclusive of discontinued operations (summations are unaudited). |
Advantage Solutions Inc. | Page 13
FY 2024 Earnings March 7, 2025
Disclaimer Forward-Looking Statements Certain statements in this presentation may be considered forward-looking statements within the meaning of the federal securities laws, including statements regarding the expected future performance of Advantage's business and projected financial results. Forward-looking statements generally relate to future events or Advantage’s future financial or operating performance. These forward-looking statements generally are identified by the words “may”, “should”, “expect”, “intend”, “will”, “would”, “could”, “estimate”, “anticipate”, “believe”, “predict”, “confident”, “potential”, “guidance”, or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Advantage and its management at the time of such statements, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, market-driven wage changes or changes to labor laws or wage or job classification regulations, including minimum wage; the COVID-19 pandemic, or any future similar pandemic or health epidemic; the impact from tariffs; Advantage’s ability to continue to generate significant operating cash flow; client procurement strategies and consolidation of Advantage’s clients’ industries creating pressure on the nature and pricing of its services; consumer goods manufacturers and retailers reviewing and changing their sales, retail, marketing and technology programs and relationships; Advantage’s ability to successfully develop and maintain relevant omni-channel services for our clients in an evolving industry and to otherwise adapt to significant technological change; Advantage’s ability to maintain proper and effective internal control over financial reporting in the future; potential and actual harms to Advantage’s business arising from the Take 5 Matter; Advantage’s substantial indebtedness and our ability to refinance at favorable rates; and other risks and uncertainties set forth in the section titled “Risk Factors” in the Annual Report on Form 10-K filed by the company with the Securities and Exchange Commission (the “SEC”) on March 7, 2025, and in its other filings made from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Advantage assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Non-GAAP Financial Measures and Related Information This presentation includes certain financial measures not presented in accordance with generally accepted accounting principles (“GAAP”), Adjusted EBITDA from Continuing Operations, Adjusted EBITDA from Discontinued Operations, Adjusted EBITDA by Segment, Adjusted EBITDA margin, Revenues net of pass-through costs, Net Debt, Adjusted Unlevered Free Cash Flow and Adjusted Unlevered Free Cash Flow as a percentage of LTM Adjusted EBITDA from Continuing and Discontinued Operations. These are not measures of financial performance calculated in accordance with GAAP and may exclude items that are significant in understanding and assessing Advantage’s financial results. Therefore, the measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP, and should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that Advantage’s presentation of these measures may not be comparable to similarly-titled measures used by other companies. Reconciliations of historical non-GAAP measures to their most directly comparable GAAP counterparts are included in this document. Advantage believes these non-GAAP measures provide useful information to management and investors regarding certain financial and business trends relating to Advantage’s financial condition and results of operations. Advantage believes that the use of Adjusted EBITDA from Continuing Operations, Adjusted EBITDA from Discontinued Operations, Adjusted EBITDA by Segment, Adjusted EBITDA margin, Revenues net of pass-through costs, Net Debt, Adjusted Unlevered Free Cash Flow and Adjusted Unlevered Free Cash Flow as a percentage of LTM Adjusted EBITDA from Continuing and Discontinued Operations provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing Advantage’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. Additionally, other companies may calculate non-GAAP measures differently or may use other measures to calculate their financial performance, and therefore Advantage’s non-GAAP measures may not be directly comparable to similarly titled measures of other companies. Adjusted EBITDA from Continuing Operations and Adjusted EBITDA from Discontinued Operations mean net (loss) income before (i) interest expense (net), (ii) provision for (benefit from) income taxes, (iii) depreciation, (iv) amortization of intangible assets, (v) impairment of goodwill, (vi) changes in fair value of warrant liability, (vii) stock-based compensation expense, (viii) equity-based compensation of Karman Topco L.P., (ix) fair value adjustments of contingent consideration related to acquisitions, (x) acquisition and divestiture related expenses, (xi) (gain) loss on divestitures, (xii) restructuring expenses, (xiii) reorganization expenses, (xiv) litigation expenses (recovery), (xv) costs associated with COVID-19, net of benefits received, (xvi) costs associated with (recovery from) the Take 5 Matter, (xvii) EBITDA for economic interests in investments and (xviii) other adjustments that management believes are helpful in evaluating our operating performance. Adjusted EBITDA Margin means Adjusted EBITDA divided by total revenues and revenues net of pass-through costs. Adjusted EBITDA by Segment means, with respect to each segment, operating income (loss) from continuing operations before (i) depreciation, (ii) amortization of intangible assets, (iii) impairment of goodwill, (iv) stock-based compensation expense, (v) equity-based compensation of Karman Topco L.P., (vi) fair value adjustments of contingent consideration related to acquisitions, (vii) acquisition and divestiture related expenses, (viii) restructuring expenses, (ix) reorganization expenses, (x) litigation expenses (recovery), (xi) costs associated with COVID-19, net of benefits received, (xii) costs associated with (recovery from) the Take 5 Matter, (xiii) EBITDA for economic interests in investments and (xiv) other adjustments that management believes are helpful in evaluating our operating performance, in each case, attributable to such segment. Adjusted EBITDA Margin with respect to the applicable segment means Adjusted EBITDA by Segment divided by total Segment revenues and revenues net of pass-through costs. Revenues net of pass-through costs and Revenues net of pass-through costs by segment means revenues less pass-through costs that are paid by Advantage's clients, including media, product samples, retailer fees and other marketing and production costs. Net Debt represents the sum of current portion of long-term debt and long-term debt, less cash and cash equivalents and debt issuance costs. With respect to Net Debt, cash and cash equivalents are subtracted from the GAAP measure, total debt, because they could be used to reduce the debt obligations. We present Net Debt because we believe this non-GAAP measure provides useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and to evaluate changes to the Company's capital structure and credit quality assessment. Adjusted Unlevered Free Cash Flow represents net cash provided by (used in) operating activities from continuing and discontinued operations less purchase of property and equipment as disclosed in the Statements of Cash Flows further adjusted by (i) cash payments for interest, (ii) cash received from interest rate derivatives, (iii) cash paid for income taxes; (iv) cash paid for acquisition and divestiture related expenses, (v) cash paid for restructuring expenses, (vi) cash paid for reorganization expenses, (vii) cash paid for contingent earnout payments included in operating cash flow, (viii) cash paid for costs associated with COVID-19, net of benefits received, (ix) cash paid for costs associated with the Take 5 Matter, (x) net effect of foreign currency fluctuations on cash, and (xi) other adjustments that management believes are helpful in evaluating our operating performance. Adjusted Unlevered Free Cash Flow as a percentage of Adjusted EBITDA means Adjusted Unlevered Free Cash Flow divided by Adjusted EBITDA from Continuing Operations and Adjusted EBITDA from Discontinued Operations. Due to rounding, numbers presented throughout this document may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures. 2
2024: Progressing On Multi-Year Transformation Simplified the business and divested non-core assets Re-segmented operations to better align with clients Centralized shared services and laid groundwork for launch of new ERP system Effectively managed through a challenging consumer environment and achieved growth while enhancing our capabilities to better support our customers’ needs Revenues(1) -11% YOY +0.2% organic $3.0B Adj. EBITDA(2) +1.1% YOY $356M Adj. Unlevered FCF; ~90% conversion(3) $335M Net Leverage Ratio(3) 4.0X (1) From continuing operations excluding pass-through costs; organic revenues exclude revenues in the prior year period from the European JV, which was deconsolidated in 4Q’23 (2) Reflects Adjusted EBITDA (Earnings before Interest, Taxes, Depreciation, Amortization, and non-recurring items) from continuing operations, which is a non-GAAP measure (3) Reflects Adjusted Unlevered Free Cash Flow from continuing and discontinued operations, which is a non-GAAP measure The Appendix has a reconciliation of non-GAAP measures to the most directly comparable GAAP measure 3
Navigating a Challenging Consumer Environment Advantage has a track record of successfully navigating various economic cycles and maintaining strong client retention via its high-quality, diverse service offerings and cost leadership Consumers have become more value-seeking Club stores and mass merchandisers benefiting versus regional grocery and other channels where Advantage has significant exposure Softer Consumer Shopping Behaviors Clients reacting with innovation, price promotions and disciplined vendor cost management Advantage impacted by scope changes, client insourcing decisions and peer competition CPG & Retailers Adapting 4
Enhancing Capabilities for Future Growth Simplify Advantage’s portfolio, operations and financial reporting Modernize tech, equip teammates to work smarter and build capabilities Sustainable long-term growth Simplify Transform Accelerate Executing the transformation phase 5
2024 Highlights By Segment Retailer Services Branded Services Experiential Services Results impacted by challenging macro backdrop Right-sized the business in response to the evolving consumer environment Focused on achieving optimal cost with highest-quality client services Strong growth with increased events per day and execution rate Improved labor utilization and operating efficiency Price discipline helped to mitigate high wage inflation Solid performance from improved execution Better cost discipline Managed higher part-time wages to attract and retain talent 6
Implementing IT Transformation Initiatives New IT Systems Modernizing Technology AI Initiatives Modernizing systems for increased speed, accuracy, and deeper insights Launched new ERP system (Phase I) Modernizing cybersecurity, Cloud migration and data lake for advanced analytics Beginning to deploy enhanced tools for frontline teammates Equipping teammates with the right tools to drive efficiency and capitalize on growth opportunities Image recognition Shelf-level intelligence Proprietary planogram technology Data-driven tools like Power BI to translate real-time insights into action faster and at scale Enabling competitive differentiation and improve productivity Contract management, routing merchandisers, HR workflow, sales tools and data analysis Potential partnerships and vendor relationships to build AI platforms and applications on a larger scale Prioritizing activities in 2025 given the market environment; expect to largely complete implementation in 2026 7
Enhance Teammate Experience Optimize Operating Structure Leverage Technology Workforce Optimization Expected to Unlock Value Enhancing how Advantage assigns and deploys talent in 85,000+ retail stores Increase teammate retention and help build careers at Advantage Benefits can include additional efficiencies related to talent acquisition, training and development Improve service efficiency through centralization Ensure Advantage remains a nimble and highly effective organization Optimize workforce management for greater speed and agility AI-assisted shared staffing pilot program underway 8
2025: Increasing agility to help clients succeed in this challenging consumer environment Launching next generation selling model Enhancing real-time analytics to increase speed, precision and insights Strategic collaborations to augment client services Branded Services Serving as the strategic extension of CPG sales and marketing teams with services including selling to retailers, retail merchandising, omnichannel marketing and leading brand and retail execution for a large and diverse client base 9
2025: Transitioning to more normalized growth following rebuilding years post-COVID Growing traditional sampling activity with existing clients and win new banners Expanding premium brand activation services with a steady build-up in new business pipeline Increasing presence in digital sampling to meet consumers where they shop Experiential Services Helping brands break through to consumers, build loyalty and drive sales with omnichannel sampling experiences in-store and online 10
Providing end-to-end solutions for retailers, including resets, merchandising, aisle-shelf optimization, private brand strategy and retail media Retailer Services 2025: Focus on execution and scoping new markets Enhancing retail merchandising and private brand client services Expanding retail media services, including third-party collaborations like Swiftly’s digital media Building service lines in market adjacencies 11
EBITDA Growth Through Transformation and Challenging Environment % margin(2) Excludes the impact of the deconsolidation of European JV in 4Q’’23 and pass-through costs Adjusted EBITDA as a percent of revenues excluding pass-through costs and deconsolidation of European JV Adjusted EBITDA (Earnings before Interest, Taxes, Depreciation, Amortization, and non-recurring items) is a non-GAAP financial measure See the appendix for a reconciliation of non-GAAP financial measures to most directly comparable GAAP measures Totals may not add due to rounding (9)% +0%(1) +1% $3,566.3 $3,900.1 Revenues (Continuing Operations) Adjusted EBITDA (Continuing Operations) $ in millions Y/Y growth $ in millions Y/Y growth $892.3 $991.9 (10)% (3)%(1) +9% Revenues Net of Pass-Through Costs Pass-Through Costs Deconsolidation Softness in revenues indicative of market headwinds across CPG and retail Adjusted EBITDA growth driven by continued cost discipline and operating efficiencies, partially offset by transformation-related investments Investing behind infrastructure to drive sustainable growth algorithm over medium- to long-term Highlights TOTAL ADVANTAGE 12
Challenging market environment adversely impacted Branded Services’ full-year performance Optimized organization while broadening capabilities through transformation initiatives Realized significant benefits from right-sizing actions in Q4 Enhancing breadth and depth of services Expanding new business pipeline % margin(2) Navigating Cyclical CPG Challenges Highlights Revenues (Continuing Operations) $ in millions Y/Y growth Adjusted EBITDA (Continuing Operations) Excludes the impact of the deconsolidation of European JV in 4Q’23 and pass-through costs Adjusted EBITDA as a percent of revenues excludes pass-through costs and deconsolidation of European JV Adjusted EBITDA (Earnings before Interest, Taxes, Depreciation, Amortization, and non-recurring items) is a non-GAAP financial measure See the appendix for a reconciliation of non-GAAP financial measures to most directly comparable GAAP measures Totals may not add due to rounding (26)% (4)%(1) $1,306.3 $1,758.4 (11)% BRANDED SERVICES $323.6 $431.3 (25)% (6)%(1) $ in millions Y/Y growth +12% Revenues Net of Pass-Through Costs Pass-Through Costs Deconsolidation 13
+3%(1) +5% 0% +43% +12% Excludes pass-through costs in revenues Adjusted EBITDA as a percent of revenues excludes pass-through costs Adjusted EBITDA (Earnings before Interest, Taxes, Depreciation, Amortization, and non-recurring items) is a non-GAAP financial measure See the appendix for a reconciliation of non-GAAP financial measures to most directly comparable GAAP measures Totals may not add due to rounding Strong client demand drove 2024 revenue and Adjusted EBITDA growth Average events per day grew ~10% YOY Execution rate > 90% Q4 performance impacted by a client loss and one-time expenses Fixed cost leverage drove gains in operating efficiency % margin(2) Strong Client Demand and Improved Execution Revenues (Continuing Operations) +11%(1) $1,295.0 $1,159.4 Adjusted EBITDA (Continuing Operations) $325.5 $308.7 Revenues Net of Pass-Through Costs Pass-Through Costs $ in millions Y/Y growth $ in millions Y/Y growth 14 EXPERIENTIAL SERVICES Highlights
Solid Adjusted EBITDA performance in 2024 due to efficient talent deployment and cost management efforts Q4 revenues negatively impacted primarily by headwinds in regional grocery +3% (2)% (3)% +7% % margin Improved Execution Drove Solid Performance Adjusted EBITDA (Earnings before Interest, Taxes, Depreciation, Amortization, and non-recurring items) is a non-GAAP financial measure See the appendix for a reconciliation of non-GAAP financial measures to most directly comparable GAAP measures Totals may not add due to rounding Adjusted EBITDA (Continuing Operations) Revenues (Continuing Operations) 15 $ in millions Y/Y growth $ in millions Y/Y growth RETAILER SERVICES Highlights
Balance Sheet and Cash Summary As of 12/31/2024 $ in millions Maturity Rate Outstanding First Lien Term Loan 2027 S+4.25%(2) $1,106 Senior Secured Notes 2028 6.50% 615 Total Gross Debt $1,721 Less: Cash and Cash Equivalents (205) Total Net Debt(1) $1,516 4.0x Net Debt / LTM Adj. EBITDA; ~76% hedged / fixed (inclusive of discontinued operations) Net Debt Overview Maturity Schedule 1L Term Loan Sr. Secured Notes $ in millions $1,562(3) Capex & Adj. Unlevered FCF 2024 voluntary debt repurchases, at attractive discounts, were ~$158M (face value) ~9M shares repurchased in 2024 No voluntary debt or share repurchases in 4Q’24 ~$456M of gross availability under Revolving Credit Facility (no meaningful maturities until Q4 2027) Net debt is a non-GAAP financial measure and includes Other Debt of ~$0.2M. For a reconciliation of net debt to total debt, the most directly comparable GAAP counterpart, please see the appendix attached hereto First Lien Term Loan rate subject to 0.75% SOFR floor plus 0.26% SOFR spread. In April 2024, the Company's Term Loan Facility was amended to reduce the applicable interest rate margin on the term loan by 0.25% (a) from 4.50% to 4.25% for SOFR loans or (b) from 3.50% to 3.25% for base rate loans First Lien Term Loan that amortizes at 1% per annum, paid quarterly. Illustratively showing full $1,106M obligation in 2027E maturity as of 12/31/24, $456M of the borrowing capacity of Revolving Credit Facility includes $44M letter of credit Capital Allocation Detail Capex from continuing operations was $55M in 2024 Generated $335M in Adj. Unlevered FCF in 2024, ~90% of Adjusted EBITDA including discontinued operations Net working capital improvement with DSO reduction Lower-than-planned capex with carryover spend into 2025 16
Initiating 2025 Guidance $ in millions, unless otherwise noted 2025 Guidance Revenues Up low single digits Adjusted EBITDA Up low single digits Adjusted UFCF Conversion >50% of Adj. EBITDA Net Interest Expense $140 - $150 Capex $65 - $75 Long-term Net Leverage Target: < 3.5x 2024-2026 IT Transformation Capex: $140M to $150M 2025 Commentary 2025 revenue outlook excludes pass-through costs 2025 guidance compares to 2024 on a continuing operations basis See the Appendix for a reconciliation of Adjusted EBITDA and Adjusted Unlevered Free Cash Flow non-GAAP financial measures to the most comparable GAAP measure Expect headwinds in 1Q’25 from challenging market environment, namely softer consumer spending and CPG growth, and the effects from poor January weather and retailer inventory shifts Cash flow impacted by additional payroll period impact and timing of new business pipeline, partially offset by lower restructuring costs Expect modestly higher net interest expense and capex in 2025 relative to 2024 Net leverage ratio is expected to be slightly higher than in 2024 17
Laid Groundwork for Execution Focus in 2025 Simplified organization Re-segmented Businesses Right-sized Branded Services Centralized shared services Designed and built new ERP system Made Significant Progress Increasing operating efficiency Growing our capabilities Raising the bar for effective client services Relentless Execution Increasing cost discipline Maximizing future cash generation Maintaining a strong balance sheet Strengthen Financial Rigor Support Clients’ Needs Track record of success in various economic cycles Leveraging scale, talent and extensive experience to best service clients 18 2024 Ongoing Focus Areas
Appendix 19
Strengthening Position as a Provider of Choice Building on Proven Strengths Enhancing Commercial Capabilities Generating Stronger Results, Returns and Value Unparalleled Insights and Expertise Unmatched Execution Lasting Relationships High-Tech Advanced, real-time insights and on-demand solutions enhancing speed and precision High-Touch Interconnected operations model delivering dedicated expertise and exceptional service High-Value Top talent delivering customized solutions for clients Expertise in generating consumer demand and client ROI Broad services to convert shoppers into buyers Accelerate ability to deliver long-term profitable growth 20
On Track to Deliver Technology Enhancements Modernize financial systems Move to the cloud Upgrade talent management system Upgrade cybersecurity Unify front-line staffing and scheduling Centralize billing Consolidate retail services, product demonstration platforms Build a data and analytics platform Create new capabilities Unlock value of data and analytics Innovate through AI/automation IT Transformation Capex (2024-2026): $140M to $150M 21
Net Income to Adjusted EBITDA from Continuing Operations and Discontinued Operations Non-GAAP Reconciliation (1/8) 22
Branded Services Operating (Loss) Income to Adjusted EBITDA by Segment Non-GAAP Reconciliation (2/8) 23
Experiential Services Operating (Loss) Income to Adjusted EBITDA by Segment Non-GAAP Reconciliation (3/8) 24
Retailer Services Operating Income to Adjusted EBITDA by Segment Non-GAAP Reconciliation (4/8) 25
Revenues to Revenues Net of Pass-Through Costs Non-GAAP Reconciliation (5/8) 26
Adjusted EBITDA and Adjusted Unlevered Free Cash Flow Non-GAAP Reconciliation (6/8) 27
Net Debt Non-GAAP Reconciliation (7/8) 28
Footnotes Non-GAAP Reconciliation (8/8) 29 (a) Represents non-cash compensation expense related to performance stock units, restricted stock units, and stock options under the 2020 Advantage Solutions Incentive Award Plan and the Advantage Solutions 2020 Employee Stock Purchase Plan. (b) Represents expenses related to (i) equity-based compensation expense associated with grants of Common Series D Units of Karman Topco L.P. made to one of the sponsors of Advantage and (ii) equity-based compensation expense associated with the Common Series C Units of Karman Topco L.P. (c) Represents adjustments to the estimated fair value of our contingent consideration liabilities related to our acquisitions, for the applicable periods. (d) Represents fees and costs associated with activities related to our acquisitions, divestitures, and related reorganization activities, including professional fees, due diligence, and integration activities. (e) Restructuring charges including programs 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. Restructuring expenses include costs associated with the Voluntary Early Retirement Program (“VERP”) and employee termination benefits associated with a reduction-in-force ("2024 RIF") and other optimization initiatives. (f) Represents fees and costs associated with various internal reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs. (g) Represents legal settlements, reserves, and expenses that are unusual or infrequent costs associated with our operating activities. (h) Represents (i) costs related to implementation of strategies for workplace safety in response to COVID-19, including employee-relief fund, additional sick pay for front-line associates, medical benefit payments for furloughed associates, and personal protective equipment; and (ii) benefits received from government grants for COVID-19 relief. (i) Represents cash receipts from an insurance policy for claims related to the Take 5 Matter and costs associated with investigation and remediation activities related to the Take 5 Matter, primarily professional fees and other related costs. (j) Represents additions to reflect our proportional share of Adjusted EBITDA related to our equity method investments and reductions to remove the Adjusted EBITDA related to the minority ownership percentage of the entities that we fully consolidate in our financial statements. (k) Represents gains and losses on disposal of assets related to divestitures and losses on sale of businesses and assets held for sale, less cost to sell. (l) Represents cash paid included in operating cash flow for our contingent consideration liabilities related to our acquisitions. (m) Restructuring charges including programs 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. Restructuring expenses include costs associated with the VERP and employee termination benefits associated with the 2024 RIF and other optimization initiatives. (n) Represents fees and costs associated with various internal reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs. (o) Represents cash paid included in operating cash flow for our contingent consideration liabilities related to our acquisitions. (p) Represents cash paid for costs associated with the Take 5 Matter, primarily, professional fees and other related costs. (q) Represents unaudited periods January 1, 2024 to December 31, 2024 to sum up to the last twelve months of financials inclusive of discontinued operations (summations are unaudited). (r) Pass-through costs are costs that are paid by our clients, including media, sample, retailer fees and other marketing and production costs. (s) Represents the deconsolidation of the European JV in Branded Services