Advantage Solutions Inc 8-K, filed Jan 3, 2025
Advantage Solutions Inc. (ADV)
About this 8-K
Advantage Solutions Inc filed this 8-K on January 3, 2025, reporting on events of January 2, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
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Registrant’s Telephone Number, Including Area Code: ( |
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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Bevin Conley as Chief Accounting Officer and Principal Accounting Officer
On January 2, 2025, Bevin Conley, the Chief Accounting Officer and principal accounting officer of Advantage Solutions Inc. (the “Company”), notified the Company as to her intent to resign from her positions with the Company effective as of February 7, 2025, in order to pursue another career opportunity. Ms. Conley’s decision to leave the Company is not a result of any disagreement with the Company’s independent auditors or any member of management on any matter of accounting principles or practices, financial statement disclosure or internal controls.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including statements related to the resignation and appointment of certain officers of the Company, which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially, including statements related to the disclosures contained herein. These risks and uncertainties include, among others, the risks and uncertainties included in the reports and other filings by the Company with the SEC, including in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 under the heading “Risk Factors.” The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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.
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ADVANTAGE SOLUTIONS INC. |
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Date: |
January 3, 2025 |
By: |
/s/ Christopher Growe |
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Christopher Growe |
EXHIBIT 99.1
ADVANTAGE SOLUTIONS INC.
SUMMARIZED QUARTERLY RESULTS
AS RECAST
(UNAUDITED)
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Three Months Ended |
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(in thousands) |
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June 30, |
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March 31, |
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December 31, |
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September 30, |
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June 30, |
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March 31, |
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December 31, |
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September 30, |
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June 30, |
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March 31, |
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Revenues |
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Branded Services |
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$ |
322,340 |
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$ |
329,054 |
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$ |
431,282 |
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$ |
451,173 |
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$ |
447,265 |
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$ |
428,697 |
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$ |
480,963 |
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$ |
444,317 |
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$ |
428,044 |
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$ |
410,752 |
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Experiential Services |
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319,508 |
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307,351 |
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308,727 |
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308,381 |
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285,174 |
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257,167 |
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253,557 |
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245,752 |
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221,863 |
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183,058 |
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Retailer Services |
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231,509 |
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225,007 |
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251,939 |
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260,152 |
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231,319 |
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238,849 |
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260,270 |
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264,976 |
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230,941 |
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221,849 |
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Total revenues from continuing operations |
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$ |
873,357 |
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$ |
861,412 |
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$ |
991,948 |
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$ |
1,019,706 |
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$ |
963,758 |
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$ |
924,713 |
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$ |
994,790 |
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$ |
955,045 |
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$ |
880,848 |
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$ |
815,659 |
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Revenues from discontinued operations |
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28,874 |
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44,634 |
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87,801 |
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76,353 |
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73,297 |
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87,270 |
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107,973 |
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96,050 |
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100,228 |
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99,149 |
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Previously reported revenues from continuing and discontinued operations(b) |
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$ |
902,231 |
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$ |
906,046 |
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$ |
1,079,749 |
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$ |
1,096,059 |
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$ |
1,037,055 |
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$ |
1,011,983 |
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$ |
1,102,763 |
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$ |
1,051,095 |
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$ |
981,076 |
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$ |
914,808 |
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Operating (Loss) Income |
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Branded Services |
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$ |
(107,280 |
) |
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$ |
(22,118 |
) |
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$ |
33,779 |
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$ |
(599 |
) |
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$ |
8,920 |
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$ |
3,286 |
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$ |
(800,471 |
) |
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$ |
24,033 |
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$ |
10,123 |
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$ |
9,057 |
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Experiential Services |
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6,453 |
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(3,642 |
) |
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|
845 |
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1,971 |
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4,805 |
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(4,326 |
) |
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(358,628 |
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(1,390 |
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(5,379 |
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(6,503 |
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Retailer Services |
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9,568 |
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(4,190 |
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(13,962 |
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5,281 |
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1,526 |
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5,063 |
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(392,537 |
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14,722 |
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5,511 |
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7,519 |
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Total operating (loss) income from continuing operations |
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$ |
(91,259 |
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$ |
(29,950 |
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$ |
20,662 |
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$ |
6,653 |
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$ |
15,251 |
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$ |
4,023 |
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$ |
(1,551,636 |
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$ |
37,365 |
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$ |
10,255 |
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$ |
10,073 |
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Operating income (loss) from discontinued operations |
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9,820 |
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61,287 |
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25,530 |
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9,330 |
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7,020 |
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(12,279 |
) |
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14,098 |
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9,477 |
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18,011 |
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12,951 |
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Previously reported operating (loss) income from continuing and discontinued operations(b) |
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$ |
(81,439 |
) |
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$ |
31,337 |
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$ |
46,192 |
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$ |
15,983 |
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$ |
22,271 |
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$ |
(8,256 |
) |
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$ |
(1,537,538 |
) |
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$ |
46,842 |
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$ |
28,266 |
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$ |
23,024 |
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Adjusted EBITDA |
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Branded Services |
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$ |
42,856 |
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$ |
34,335 |
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$ |
49,385 |
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$ |
50,710 |
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$ |
51,787 |
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$ |
51,801 |
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$ |
64,663 |
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$ |
62,418 |
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$ |
58,289 |
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$ |
52,642 |
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Experiential Services |
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22,611 |
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16,693 |
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13,211 |
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16,584 |
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16,202 |
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7,006 |
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7,161 |
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10,520 |
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4,587 |
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3,281 |
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Retailer Services |
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24,431 |
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19,613 |
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24,229 |
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26,023 |
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21,865 |
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23,445 |
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18,433 |
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29,289 |
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24,720 |
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22,490 |
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Total Adjusted EBITDA by segment from continuing operations |
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$ |
89,898 |
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$ |
70,641 |
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$ |
86,825 |
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$ |
93,317 |
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$ |
89,854 |
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$ |
82,252 |
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$ |
90,257 |
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$ |
102,227 |
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$ |
87,596 |
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$ |
78,413 |
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Adjusted EBITDA from discontinued operations |
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7,938 |
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8,119 |
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28,091 |
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19,832 |
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14,358 |
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|
9,818 |
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22,409 |
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16,041 |
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20,726 |
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|
18,326 |
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Previously reported Adjusted EBITDA from Continuing and Discontinued Operations(b) |
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$ |
97,836 |
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$ |
78,760 |
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$ |
114,916 |
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$ |
113,149 |
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$ |
104,212 |
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$ |
92,070 |
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$ |
112,666 |
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$ |
118,268 |
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$ |
108,322 |
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$ |
96,739 |
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__________________
1
EXHIBIT 99.1
ADVANTAGE SOLUTIONS INC.
NON-GAAP ADJUSTED EBITDA RECONCILIATIONS
AS RECAST
(UNAUDITED)
This supplemental financial information includes certain financial measures not presented in accordance with generally accepted accounting principles (“GAAP”), including Adjusted EBITDA from Continuing Operations and Discontinued Operations, Adjusted EBITDA by segment, Adjusted EBITDA from Discontinued Operations, Revenues net of pass-through costs by segment and Revenues net of pass-through costs from 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 the financial results for Advantage Solutions Inc. (“Advantage”). 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 operating income, 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 and Discontinued Operations, Adjusted EBITDA by segment, Adjusted EBITDA from Discontinued Operations, Revenues net of pass-through costs by segment and Revenues net of pass-through costs from discontinued operations each 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. Advantage believes that Adjusted EBITDA from Continued and Discontinued Operations will help management and investors reconcile to previously reported amounts. 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 and Discontinued Operations are supplemental non-GAAP financial measures of our operating performance. Adjusted EBITDA from Continuing and Discontinued Operations, means 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 and indefinite-lived assets, (vi) gain on deconsolidation of subsidiaries, (vii) loss (gain) on divestitures, (viii) changes in fair value of warrant liability, (ix) stock based compensation expense, (x) equity-based compensation of Karman Topco L.P., (xi) fair value adjustments of contingent consideration related to acquisitions, (xii) acquisition and divestiture related expenses, (xiii) reorganization expenses, (xiv) litigation expenses (recoveries), (xv) costs associated with COVID-19, net of benefits received, (xvi) costs associated with the Take 5 Matter, net of (recoveries), (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 and Adjusted EBITDA from Discontinued Operations means, with respect to such segment or discontinued operations, as applicable, operating income (loss) before (i) depreciation, (ii) impairment of goodwill and indefinite-lived assets, (iii) amortization of intangible assets, (iv) gain on deconsolidation of subsidiaries, (v) (gain) loss on divestitures, (vi) equity-based compensation of Karman Topco L.P., (vii) changes in fair value of warrant liability, (viii) stock-based compensation expense, (ix) fair value adjustments of contingent consideration related to acquisitions, (x) acquisition and divestiture related expenses, (xi) costs associated with COVID-19, net of benefits received, (xii) EBITDA for economic interests in investments, (xiii) reorganization expenses, (xiv) litigation expenses (recovery), (xv) costs associated with the Take 5 Matter, net of (recoveries) and (xvi) other adjustments that management believes are helpful in evaluating our operating performance.
Revenue net of pass-through costs by segment and Revenues net of pass-through costs from discontinued operations means revenues less pass-through costs that are paid by Advantage's clients, including media, sample, retailer fees and other marketing and production costs.
2
EXHIBIT 99.1
ADVANTAGE SOLUTIONS INC.
NON-GAAP ADJUSTED EBITDA RECONCILIATIONS
AS RECAST
(Unaudited)
Reconciliations of Adjusted EBITDA from Continuing and Discontinued Operations to Net (loss) income are provided in the following table:
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Three Months Ended |
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(in thousands) |
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June 30, |
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March 31, 2024 |
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December 31, 2023 |
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September 30, 2023 |
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June 30, |
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March 31, |
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December 31, 2022 |
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September 30, 2022 |
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June 30, |
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March 31, |
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Previously reported revenues from continuing and discontinued operations |
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$ |
902,231 |
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$ |
906,046 |
|
|
$ |
1,079,749 |
|
|
$ |
1,096,059 |
|
|
$ |
1,037,055 |
|
|
$ |
1,011,983 |
|
|
$ |
1,102,763 |
|
|
$ |
1,051,095 |
|
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$ |
981,076 |
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|
$ |
914,808 |
|
Less: Pass-through costs(b) |
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|
(124,391 |
) |
|
|
(134,592 |
) |
|
|
(134,132 |
) |
|
|
(131,926 |
) |
|
|
(123,217 |
) |
|
|
(110,068 |
) |
|
|
(127,040 |
) |
|
|
(109,480 |
) |
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|
(94,951 |
) |
|
|
(73,138 |
) |
Total revenues net of pass-through costs from continuing and discontinued operations |
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$ |
777,840 |
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|
$ |
771,454 |
|
|
$ |
945,617 |
|
|
$ |
964,133 |
|
|
$ |
913,838 |
|
|
$ |
901,915 |
|
|
$ |
975,723 |
|
|
$ |
941,615 |
|
|
$ |
886,125 |
|
|
$ |
841,670 |
|
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|
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Net (loss) income |
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$ |
(100,835 |
) |
|
$ |
(3,115 |
) |
|
$ |
17,788 |
|
|
$ |
(22,582 |
) |
|
$ |
(7,846 |
) |
|
$ |
(47,678 |
) |
|
$ |
(1,421,729 |
) |
|
$ |
23,227 |
|
|
$ |
3,676 |
|
|
$ |
17,534 |
|
Add: |
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Interest expense, net |
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|
39,770 |
|
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|
35,793 |
|
|
|
45,850 |
|
|
|
42,301 |
|
|
|
30,460 |
|
|
|
47,191 |
|
|
|
40,831 |
|
|
|
23,557 |
|
|
|
28,188 |
|
|
|
11,883 |
|
(Benefit from) provision for income taxes |
|
|
(19,688 |
) |
|
|
(1,628 |
) |
|
|
(16,573 |
) |
|
|
(4,323 |
) |
|
|
(416 |
) |
|
|
(7,696 |
) |
|
|
(156,860 |
) |
|
|
1,158 |
|
|
|
1,316 |
|
|
|
9,049 |
|
Depreciation and amortization |
|
|
53,200 |
|
|
|
52,356 |
|
|
|
54,390 |
|
|
|
56,465 |
|
|
|
56,738 |
|
|
|
57,104 |
|
|
|
59,078 |
|
|
|
57,785 |
|
|
|
58,444 |
|
|
|
57,768 |
|
Impairment of goodwill and indefinite-lived assets |
|
|
99,670 |
|
|
|
— |
|
|
|
43,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,572,523 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Gain on deconsolidation of subsidiaries |
|
|
— |
|
|
|
— |
|
|
|
(58,891 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
(Gain) loss on divestitures |
|
|
(13,179 |
) |
|
|
(57,016 |
) |
|
|
(1,140 |
) |
|
|
2,553 |
|
|
|
1,158 |
|
|
|
16,497 |
|
|
|
81 |
|
|
|
— |
|
|
|
— |
|
|
|
2,782 |
|
Changes in fair value of warrant liability |
|
|
(686 |
) |
|
|
287 |
|
|
|
(873 |
) |
|
|
587 |
|
|
|
73 |
|
|
|
(73 |
) |
|
|
220 |
|
|
|
(1,100 |
) |
|
|
(4,914 |
) |
|
|
(15,442 |
) |
Stock-based compensation expense(c) |
|
|
7,630 |
|
|
|
7,220 |
|
|
|
10,370 |
|
|
|
10,074 |
|
|
|
11,226 |
|
|
|
11,210 |
|
|
|
9,919 |
|
|
|
7,174 |
|
|
|
14,961 |
|
|
|
7,771 |
|
Equity-based compensation of Karman Topco L.P.(d) |
|
|
(872 |
) |
|
|
392 |
|
|
|
754 |
|
|
|
209 |
|
|
|
(1,218 |
) |
|
|
(2,269 |
) |
|
|
208 |
|
|
|
(828 |
) |
|
|
(3,519 |
) |
|
|
(2,795 |
) |
Fair value adjustments related to contingent consideration related to acquisitions(e) |
|
|
2,872 |
|
|
|
689 |
|
|
|
(1,229 |
) |
|
|
2,231 |
|
|
|
5,068 |
|
|
|
4,292 |
|
|
|
(674 |
) |
|
|
(340 |
) |
|
|
3,654 |
|
|
|
2,134 |
|
Acquisition and divestiture related expenses(f) |
|
|
450 |
|
|
|
1,319 |
|
|
|
2,503 |
|
|
|
1,591 |
|
|
|
498 |
|
|
|
2,432 |
|
|
|
3,978 |
|
|
|
4,260 |
|
|
|
5,998 |
|
|
|
6,803 |
|
Reorganization expenses(g) |
|
|
25,502 |
|
|
|
37,126 |
|
|
|
17,620 |
|
|
|
22,416 |
|
|
|
5,837 |
|
|
|
11,148 |
|
|
|
1,636 |
|
|
|
3,562 |
|
|
|
253 |
|
|
|
643 |
|
Litigation (recovery) expenses(h) |
|
|
(993 |
) |
|
|
284 |
|
|
|
855 |
|
|
|
4,314 |
|
|
|
4,350 |
|
|
|
— |
|
|
|
6,157 |
|
|
|
— |
|
|
|
(800 |
) |
|
|
— |
|
Costs associated with COVID-19, net of benefits received(i) |
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
|
|
(49 |
) |
|
|
2,317 |
|
|
|
1,017 |
|
|
|
2,263 |
|
|
|
2,009 |
|
|
|
1,362 |
|
|
|
1,574 |
|
Costs associated with the Take 5 Matter, net of (recoveries)(j) |
|
|
456 |
|
|
|
240 |
|
|
|
63 |
|
|
|
53 |
|
|
|
(1,576 |
) |
|
|
80 |
|
|
|
377 |
|
|
|
278 |
|
|
|
723 |
|
|
|
1,087 |
|
EBITDA for economic interests in investments(k) |
|
|
4,539 |
|
|
|
4,813 |
|
|
|
(69 |
) |
|
|
(2,691 |
) |
|
|
(2,457 |
) |
|
|
(1,185 |
) |
|
|
(5,342 |
) |
|
|
(2,474 |
) |
|
|
(1,020 |
) |
|
|
(4,052 |
) |
Previously reported Adjusted EBITDA from Continuing and Discontinued Operations |
|
$ |
97,836 |
|
|
$ |
78,760 |
|
|
$ |
114,916 |
|
|
$ |
113,149 |
|
|
$ |
104,212 |
|
|
$ |
92,070 |
|
|
$ |
112,666 |
|
|
$ |
118,268 |
|
|
$ |
108,322 |
|
|
$ |
96,739 |
|
3
EXHIBIT 99.1
ADVANTAGE SOLUTIONS INC.
NON-GAAP ADJUSTED EBITDA RECONCILIATIONS
AS RECAST
(Unaudited)
Financial information by segment, including reconciliations of Adjusted EBITDA by segment to Operating income (loss), the closest GAAP financial measure, is provided in the following tables:
Branded Services Segment
|
|
Three Months Ended |
|
|||||||||||||||||||||||||||||||||||||
(in thousands) |
|
June 30, |
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
|
September 30, 2023 |
|
|
June 30, |
|
|
March 31, |
|
|
December 31, 2022 |
|
|
September 30, 2022 |
|
|
June 30, |
|
|
March 31, |
|
||||||||||
Branded Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues |
|
$ |
322,340 |
|
|
$ |
329,054 |
|
|
$ |
431,282 |
|
|
$ |
451,173 |
|
|
$ |
447,265 |
|
|
$ |
428,697 |
|
|
$ |
480,963 |
|
|
$ |
444,317 |
|
|
$ |
428,044 |
|
|
$ |
410,752 |
|
Less: Pass-through costs(b) |
|
|
(38,206 |
) |
|
|
(46,629 |
) |
|
|
(48,497 |
) |
|
|
(46,227 |
) |
|
|
(45,052 |
) |
|
|
(39,252 |
) |
|
|
(61,739 |
) |
|
|
(48,383 |
) |
|
|
(38,459 |
) |
|
|
(29,893 |
) |
Total revenues net of pass-through costs |
|
$ |
284,134 |
|
|
$ |
282,425 |
|
|
$ |
382,785 |
|
|
$ |
404,946 |
|
|
$ |
402,213 |
|
|
$ |
389,445 |
|
|
$ |
419,224 |
|
|
$ |
395,934 |
|
|
$ |
389,585 |
|
|
$ |
380,859 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating (loss) income |
|
$ |
(107,280 |
) |
|
$ |
(22,118 |
) |
|
$ |
33,779 |
|
|
$ |
(599 |
) |
|
$ |
8,920 |
|
|
$ |
3,286 |
|
|
$ |
(800,471 |
) |
|
$ |
24,033 |
|
|
$ |
10,123 |
|
|
$ |
9,057 |
|
Depreciation and amortization |
|
|
32,327 |
|
|
|
31,987 |
|
|
|
34,382 |
|
|
|
35,369 |
|
|
|
35,609 |
|
|
|
35,572 |
|
|
|
35,720 |
|
|
|
35,718 |
|
|
|
36,206 |
|
|
|
36,710 |
|
Impairment of goodwill and indefinite-lived assets |
|
|
99,670 |
|
|
|
— |
|
|
|
43,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
831,008 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Gain on deconsolidation of subsidiaries |
|
|
— |
|
|
|
— |
|
|
|
(58,891 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Loss (gain) on divestitures |
|
|
— |
|
|
|
— |
|
|
|
(18,193 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
81 |
|
|
|
— |
|
|
|
— |
|
|
|
2,782 |
|
Stock based compensation expense(c) |
|
|
2,797 |
|
|
|
3,926 |
|
|
|
4,342 |
|
|
|
3,689 |
|
|
|
4,318 |
|
|
|
3,302 |
|
|
|
2,826 |
|
|
|
1,470 |
|
|
|
3,815 |
|
|
|
2,009 |
|
Equity-based compensation of Karman Topco L.P.(d) |
|
|
24 |
|
|
|
498 |
|
|
|
522 |
|
|
|
275 |
|
|
|
(463 |
) |
|
|
(1,021 |
) |
|
|
327 |
|
|
|
(164 |
) |
|
|
(1,558 |
) |
|
|
(1,255 |
) |
Fair value adjustments related to contingent consideration related to acquisitions(e) |
|
|
900 |
|
|
|
778 |
|
|
|
665 |
|
|
|
1,518 |
|
|
|
4,632 |
|
|
|
4,321 |
|
|
|
(1,606 |
) |
|
|
(985 |
) |
|
|
7,111 |
|
|
|
2,052 |
|
Acquisition and divestiture related expenses(f) |
|
|
30 |
|
|
|
74 |
|
|
|
293 |
|
|
|
159 |
|
|
|
258 |
|
|
|
1,067 |
|
|
|
(824 |
) |
|
|
2,307 |
|
|
|
2,905 |
|
|
|
3,779 |
|
Reorganization expenses(g) |
|
|
9,248 |
|
|
|
13,656 |
|
|
|
8,459 |
|
|
|
10,730 |
|
|
|
3,015 |
|
|
|
6,535 |
|
|
|
1,236 |
|
|
|
1,573 |
|
|
|
99 |
|
|
|
526 |
|
Litigation expenses(h) |
|
|
50 |
|
|
|
191 |
|
|
|
187 |
|
|
|
1,994 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Costs associated with COVID-19, net of benefits received(i) |
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
6 |
|
|
|
(361 |
) |
|
|
29 |
|
|
|
1,400 |
|
|
|
914 |
|
|
|
91 |
|
|
|
195 |
|
Costs associated with the Take 5 Matter, net of (recoveries)(j) |
|
|
456 |
|
|
|
240 |
|
|
|
63 |
|
|
|
53 |
|
|
|
(1,576 |
) |
|
|
80 |
|
|
|
377 |
|
|
|
278 |
|
|
|
723 |
|
|
|
1,087 |
|
EBITDA for economic interests in investments(k) |
|
|
4,634 |
|
|
|
5,103 |
|
|
|
274 |
|
|
|
(2,484 |
) |
|
|
(2,565 |
) |
|
|
(1,370 |
) |
|
|
(5,411 |
) |
|
|
(2,726 |
) |
|
|
(1,226 |
) |
|
|
(4,300 |
) |
Total Adjusted EBITDA |
|
$ |
42,856 |
|
|
$ |
34,335 |
|
|
$ |
49,385 |
|
|
$ |
50,710 |
|
|
$ |
51,787 |
|
|
$ |
51,801 |
|
|
$ |
64,663 |
|
|
$ |
62,418 |
|
|
$ |
58,289 |
|
|
$ |
52,642 |
|
4
EXHIBIT 99.1
ADVANTAGE SOLUTIONS INC.
NON-GAAP ADJUSTED EBITDA RECONCILIATIONS
AS RECAST
(Unaudited)
Experiential Services Segment
|
|
Three Months Ended |
|
|
|||||||||||||||||||||||||||||||||||||
(in thousands) |
|
June 30, |
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
|
September 30, 2023 |
|
|
June 30, |
|
|
March 31, |
|
|
December 31, 2022 |
|
|
September 30, 2022 |
|
|
June 30, |
|
|
March 31, |
|
|
||||||||||
Experiential Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues |
|
$ |
319,508 |
|
|
$ |
307,351 |
|
|
$ |
308,727 |
|
|
$ |
308,381 |
|
|
$ |
285,174 |
|
|
$ |
257,167 |
|
|
$ |
253,557 |
|
|
$ |
245,752 |
|
|
$ |
221,863 |
|
|
$ |
183,058 |
|
|
Less: Pass-through costs(b) |
|
|
(84,689 |
) |
|
|
(85,015 |
) |
|
|
(81,506 |
) |
|
|
(81,848 |
) |
|
|
(75,204 |
) |
|
|
(69,053 |
) |
|
|
(63,076 |
) |
|
|
(59,014 |
) |
|
|
(54,222 |
) |
|
|
(41,378 |
) |
|
Total revenues net of pass-through costs |
|
$ |
234,819 |
|
|
$ |
222,336 |
|
|
$ |
227,221 |
|
|
$ |
226,533 |
|
|
$ |
209,970 |
|
|
$ |
188,114 |
|
|
$ |
190,481 |
|
|
$ |
186,738 |
|
|
$ |
167,641 |
|
|
$ |
141,680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (loss) |
|
$ |
6,453 |
|
|
$ |
(3,642 |
) |
|
$ |
845 |
|
|
$ |
1,971 |
|
|
$ |
4,805 |
|
|
$ |
(4,326 |
) |
|
$ |
(358,628 |
) |
|
$ |
(1,390 |
) |
|
$ |
(5,379 |
) |
|
$ |
(6,503 |
) |
|
Depreciation and amortization |
|
|
11,015 |
|
|
|
9,920 |
|
|
|
9,298 |
|
|
|
9,221 |
|
|
|
9,002 |
|
|
|
9,063 |
|
|
|
10,465 |
|
|
|
9,485 |
|
|
|
9,466 |
|
|
|
8,491 |
|
|
Impairment of goodwill and indefinite-lived assets |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
354,452 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock based compensation expense(c) |
|
|
2,170 |
|
|
|
1,928 |
|
|
|
(1,560 |
) |
|
|
(778 |
) |
|
|
(646 |
) |
|
|
(436 |
) |
|
|
(456 |
) |
|
|
(19 |
) |
|
|
(424 |
) |
|
|
(443 |
) |
|
Equity-based compensation of Karman Topco L.P.(d) |
|
|
(458 |
) |
|
|
(44 |
) |
|
|
129 |
|
|
|
(29 |
) |
|
|
(358 |
) |
|
|
(547 |
) |
|
|
(45 |
) |
|
|
(267 |
) |
|
|
(792 |
) |
|
|
(594 |
) |
|
Fair value adjustments related to contingent consideration related to acquisitions(e) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Acquisition and divestiture related expenses(f) |
|
|
(101 |
) |
|
|
106 |
|
|
|
71 |
|
|
|
19 |
|
|
|
48 |
|
|
|
374 |
|
|
|
319 |
|
|
|
670 |
|
|
|
1,144 |
|
|
|
1,224 |
|
|
Reorganization expenses(g) |
|
|
3,472 |
|
|
|
8,252 |
|
|
|
3,869 |
|
|
|
4,960 |
|
|
|
1,304 |
|
|
|
1,966 |
|
|
|
299 |
|
|
|
1,079 |
|
|
|
98 |
|
|
|
29 |
|
|
Litigation expenses (recovery)(h) |
|
|
60 |
|
|
|
173 |
|
|
|
566 |
|
|
|
1,276 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(700 |
) |
|
|
— |
|
|
Costs associated with COVID-19, net of benefits received(i) |
|
|
— |
|
|
|
— |
|
|
|
(7 |
) |
|
|
(56 |
) |
|
|
2,040 |
|
|
|
912 |
|
|
|
755 |
|
|
|
962 |
|
|
|
1,174 |
|
|
|
1,077 |
|
|
Total Adjusted EBITDA |
|
$ |
22,611 |
|
|
$ |
16,693 |
|
|
$ |
13,211 |
|
|
$ |
16,584 |
|
|
$ |
16,202 |
|
|
$ |
7,006 |
|
|
$ |
7,161 |
|
|
$ |
10,520 |
|
|
$ |
4,587 |
|
|
$ |
3,281 |
|
|
5
EXHIBIT 99.1
ADVANTAGE SOLUTIONS INC.
NON-GAAP ADJUSTED EBITDA RECONCILIATIONS
AS RECAST
(Unaudited)
Retailer Services Segment
|
|
Three Months Ended |
|
|
|||||||||||||||||||||||||||||||||||||
(in thousands) |
|
June 30, |
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
|
September 30, 2023 |
|
|
June 30, |
|
|
March 31, |
|
|
December 31, 2022 |
|
|
September 30, 2022 |
|
|
June 30, |
|
|
March 31, |
|
|
||||||||||
Retailer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues |
|
$ |
231,509 |
|
|
$ |
225,007 |
|
|
$ |
251,939 |
|
|
$ |
260,152 |
|
|
$ |
231,319 |
|
|
$ |
238,849 |
|
|
$ |
260,270 |
|
|
$ |
264,976 |
|
|
$ |
230,941 |
|
|
$ |
221,849 |
|
|
Less: Pass-through costs(b) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Total revenues net of pass-through costs |
|
$ |
231,509 |
|
|
$ |
225,007 |
|
|
$ |
251,939 |
|
|
$ |
260,152 |
|
|
$ |
231,319 |
|
|
$ |
238,849 |
|
|
$ |
260,270 |
|
|
$ |
264,976 |
|
|
$ |
230,941 |
|
|
$ |
221,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (loss) |
|
$ |
9,568 |
|
|
$ |
(4,190 |
) |
|
$ |
(13,962 |
) |
|
$ |
5,281 |
|
|
$ |
1,526 |
|
|
$ |
5,063 |
|
|
$ |
(392,537 |
) |
|
$ |
14,722 |
|
|
$ |
5,511 |
|
|
$ |
7,519 |
|
|
Depreciation and amortization |
|
|
7,975 |
|
|
|
7,841 |
|
|
|
7,740 |
|
|
|
7,825 |
|
|
|
7,866 |
|
|
|
7,909 |
|
|
|
8,322 |
|
|
|
8,485 |
|
|
|
8,493 |
|
|
|
8,486 |
|
|
Impairment of goodwill and indefinite-lived assets |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
387,063 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Loss on divestitures |
|
|
— |
|
|
|
— |
|
|
|
18,193 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock based compensation expense(c) |
|
|
2,561 |
|
|
|
2,700 |
|
|
|
6,751 |
|
|
|
6,072 |
|
|
|
6,340 |
|
|
|
7,539 |
|
|
|
6,265 |
|
|
|
4,515 |
|
|
|
10,037 |
|
|
|
5,506 |
|
|
Equity-based compensation of Karman Topco L.P.(d) |
|
|
(438 |
) |
|
|
(62 |
) |
|
|
103 |
|
|
|
(37 |
) |
|
|
(397 |
) |
|
|
(701 |
) |
|
|
(74 |
) |
|
|
(397 |
) |
|
|
(1,169 |
) |
|
|
(946 |
) |
|
Fair value adjustments related to contingent consideration related to acquisitions(e) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Acquisition and divestiture related expenses(f) |
|
|
(1,703 |
) |
|
|
260 |
|
|
|
(222 |
) |
|
|
154 |
|
|
|
89 |
|
|
|
896 |
|
|
|
3,102 |
|
|
|
983 |
|
|
|
1,765 |
|
|
|
1,576 |
|
|
Reorganization expenses(g) |
|
|
7,571 |
|
|
|
13,144 |
|
|
|
5,501 |
|
|
|
5,682 |
|
|
|
1,475 |
|
|
|
2,637 |
|
|
|
101 |
|
|
|
823 |
|
|
|
56 |
|
|
|
51 |
|
|
Litigation (recovery) expenses(h) |
|
|
(1,103 |
) |
|
|
(80 |
) |
|
|
102 |
|
|
|
1,044 |
|
|
|
4,350 |
|
|
|
— |
|
|
|
6,157 |
|
|
|
— |
|
|
|
(100 |
) |
|
|
— |
|
|
Costs associated with COVID-19, net of benefits received(i) |
|
|
— |
|
|
|
— |
|
|
|
2 |
|
|
|
1 |
|
|
|
638 |
|
|
|
76 |
|
|
|
108 |
|
|
|
133 |
|
|
|
97 |
|
|
|
302 |
|
|
EBITDA for economic interests in investments(k) |
|
|
— |
|
|
|
— |
|
|
|
21 |
|
|
|
1 |
|
|
|
(31 |
) |
|
|
26 |
|
|
|
(74 |
) |
|
|
25 |
|
|
|
30 |
|
|
|
(4 |
) |
|
Total Adjusted EBITDA |
|
$ |
24,431 |
|
|
$ |
19,613 |
|
|
$ |
24,229 |
|
|
$ |
26,023 |
|
|
$ |
21,865 |
|
|
$ |
23,445 |
|
|
$ |
18,433 |
|
|
$ |
29,289 |
|
|
$ |
24,720 |
|
|
$ |
22,490 |
|
|
6
EXHIBIT 99.1
ADVANTAGE SOLUTIONS INC.
NON-GAAP ADJUSTED EBITDA RECONCILIATIONS
AS RECAST
(Unaudited)
Discontinued Operations
|
|
Three Months Ended |
|
|
|||||||||||||||||||||||||||||||||||||
(in thousands) |
|
June 30, |
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
|
September 30, 2023 |
|
|
June 30, |
|
|
March 31, |
|
|
December 31, 2022 |
|
|
September 30, 2022 |
|
|
June 30, |
|
|
March 31, |
|
|
||||||||||
Discontinued Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues |
|
$ |
28,874 |
|
|
$ |
44,634 |
|
|
$ |
87,801 |
|
|
$ |
76,353 |
|
|
$ |
73,297 |
|
|
$ |
87,270 |
|
|
$ |
107,973 |
|
|
$ |
96,050 |
|
|
$ |
100,228 |
|
|
$ |
99,149 |
|
|
Less: Pass-through costs(b) |
|
|
(1,496 |
) |
|
|
(2,948 |
) |
|
|
(4,129 |
) |
|
|
(3,851 |
) |
|
|
(2,961 |
) |
|
|
(1,763 |
) |
|
|
(2,225 |
) |
|
|
(2,083 |
) |
|
|
(2,270 |
) |
|
|
(1,867 |
) |
|
Total revenues net of pass-through costs |
|
$ |
27,378 |
|
|
$ |
41,686 |
|
|
$ |
83,672 |
|
|
$ |
72,502 |
|
|
$ |
70,336 |
|
|
$ |
85,507 |
|
|
$ |
105,748 |
|
|
$ |
93,967 |
|
|
$ |
97,958 |
|
|
$ |
97,282 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (loss) |
|
$ |
9,820 |
|
|
$ |
61,287 |
|
|
$ |
25,530 |
|
|
$ |
9,330 |
|
|
$ |
7,020 |
|
|
$ |
(12,279 |
) |
|
$ |
14,098 |
|
|
$ |
9,477 |
|
|
$ |
18,011 |
|
|
$ |
12,951 |
|
|
Depreciation and amortization |
|
|
1,883 |
|
|
|
2,608 |
|
|
|
2,970 |
|
|
|
4,050 |
|
|
|
4,261 |
|
|
|
4,560 |
|
|
|
4,571 |
|
|
|
4,097 |
|
|
|
4,279 |
|
|
|
4,081 |
|
|
Loss on divestitures |
|
|
(13,179 |
) |
|
|
(57,016 |
) |
|
|
(1,140 |
) |
|
|
2,553 |
|
|
|
1,158 |
|
|
|
16,497 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock based compensation expense(c) |
|
|
102 |
|
|
|
(1,334 |
) |
|
|
837 |
|
|
|
1,091 |
|
|
|
1,214 |
|
|
|
805 |
|
|
|
1,284 |
|
|
|
1,208 |
|
|
|
1,533 |
|
|
|
699 |
|
|
Fair value adjustments related to contingent consideration related to acquisitions(e) |
|
|
1,972 |
|
|
|
(89 |
) |
|
|
(1,894 |
) |
|
|
713 |
|
|
|
420 |
|
|
|
(29 |
) |
|
|
932 |
|
|
|
645 |
|
|
|
(3,457 |
) |
|
|
82 |
|
|
Acquisition and divestiture related expenses(f) |
|
|
2,224 |
|
|
|
879 |
|
|
|
2,361 |
|
|
|
1,259 |
|
|
|
103 |
|
|
|
95 |
|
|
|
1,381 |
|
|
|
300 |
|
|
|
184 |
|
|
|
224 |
|
|
Reorganization expenses(g) |
|
|
5,211 |
|
|
|
2,074 |
|
|
|
(209 |
) |
|
|
1,044 |
|
|
|
43 |
|
|
|
10 |
|
|
|
— |
|
|
|
87 |
|
|
|
— |
|
|
|
37 |
|
|
EBITDA for economic interests in investments(k) |
|
|
(95 |
) |
|
|
(290 |
) |
|
|
(364 |
) |
|
|
(208 |
) |
|
|
139 |
|
|
|
159 |
|
|
|
143 |
|
|
|
227 |
|
|
|
176 |
|
|
|
252 |
|
|
Total Adjusted EBITDA from Discontinued Operations |
|
$ |
7,938 |
|
|
$ |
8,119 |
|
|
$ |
28,091 |
|
|
$ |
19,832 |
|
|
$ |
14,358 |
|
|
$ |
9,818 |
|
|
$ |
22,409 |
|
|
$ |
16,041 |
|
|
$ |
20,726 |
|
|
$ |
18,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
__________________
7