8-K
Advantage Solutions Inc. (ADV)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): August 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. ☐
Item 2.02 – Results of Operations and Financial Condition.
On August 7, 2025, Advantage Solutions Inc. (the “Company”) issued a press release announcing its financial results for the three months ended June 30, 2025. 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 August 7, 2025, at 8:30 a.m. ET, the Company will host a conference call announcing its financial results for the three months ended June 30, 2025. 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 August 7, 2025 regarding results for the second quarter ended June 30, 2025. |
| 99.2 | Management’s Earnings Presentation for Advantage Solutions Inc., dated August 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: | August 7, 2025 | ADVANTAGE SOLUTIONS INC. | |
|---|---|---|---|
| By: | /s/ Christopher Growe | ||
| Christopher Growe <br>Chief Financial Officer |
EX-99.1
Financial Results
2nd Quarter 2025
Advantage Solutions Reports Second Quarter 2025 Results
Strong profitability growth in Experiential and Retailer Services
Advancing transformation initiatives to accelerate AI enablement and improved business insights
Expecting improved financial performance and cash generation in the second half of the year
Reaffirming 2025 guidance
ST. LOUIS, August 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 months ended June 30, 2025.
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 $874 million compared with $873 million, and net loss was $30 million compared to a net loss of $113 million.
| Q2'25 Financial Highlights | |
|---|---|
 |
Revenues were $874 million, in line with the prior year. Adjusted EBITDA declined 4% to $86 million. |
|
Strong sequential improvement driven by solid progress in resolving the staffing shortfall from the first quarter, with continued strategic IT and capability investments to enhance Advantage's services to clients. |
|
Maintaining a strong balance sheet with ample liquidity supported by $103 million in cash and an incremental $23M received on July 31st related to the first of two deferred purchase price installments for Jun Group. |
“As we advance our transformation initiatives, I am pleased with the progress we are making to enhance our position as a trusted partner to drive client sales for less, optimizing their return on investment,” said Advantage CEO Dave Peacock. “We largely resolved the staffing shortfall from the first quarter, resulting in increased execution for improved sequential performance in the second quarter. We are reaffirming our 2025 guidance, taking into account current market conditions alongside our investment and operational execution plans, with the expectation of delivering stronger performance in the second half of the year. I want to thank our teammates for their continued commitment to serving our clients who are navigating the ongoing market uncertainty.”
| Consolidated Financial Summary from Continuing Operations | ||||||
|---|---|---|---|---|---|---|
| (amounts in thousands) | Three Months Ended June 30, | Change (Reported) | ||||
| 2025 | 2024 | % | ||||
| Total Revenues | $ | 873,707 | $ | 873,357 | 0.0% | |
| Total Net Loss | $ | (30,440) | $ | (113,016) | (73.1%) | |
| Total Adjusted EBITDA | $ | 86,412 | $ | 89,898 | (3.9%) | |
| Adjusted EBITDA Margin | 9.9% | 10.3% | ||||
| Six Months Ended June 30, | Change (Reported) | |||||
| 2025 | 2024 | % | ||||
| Total Revenues | $ | 1,695,499 | $ | 1,734,769 | (2.3%) | |
| Total Net Loss | $ | (86,570) | $ | (163,149) | NMF | |
| Total Adjusted EBITDA | $ | 144,593 | $ | 160,539 | (9.9%) | |
| Adjusted EBITDA Margin | 8.5% | 9.3% |
All values are in US Dollars.
Advantage Solutions Inc. | Page 1
Financial Results
2nd Quarter 2025
| Segment Financial Summary from Continuing Operations | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Revenues | ||||||||||
| Segment | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||
| (amounts in thousands) | 2025 | 2024 | YoY (Reported) | 2025 | 2024 | YoY (Reported) | ||||
| Branded Services | $ | 295,221 | $ | 322,340 | (8.4%) | $ | 585,062 | $ | 651,394 | (10.2%) |
| Experiential Services | $ | 347,706 | $ | 319,508 | 8.8% | $ | 661,726 | $ | 626,859 | 5.6% |
| Retailer Services | $ | 230,780 | $ | 231,509 | (0.3%) | $ | 448,711 | $ | 456,516 | (1.7%) |
| Total | $ | 873,707 | $ | 873,357 | 0.0% | $ | 1,695,499 | $ | 1,734,769 | (2.3%) |
| Operating (Loss) Income | ||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||
| Segment | 2025 | 2024 | YoY (Reported) | 2025 | 2024 | YoY (Reported) | ||||
| Branded Services | $ | (10,540) | $ | (107,280) | 90.2% | $ | (25,862) | $ | (129,398) | NMF |
| Experiential Services | $ | 10,859 | $ | 6,453 | 68.3% | $ | 7,355 | $ | 2,811 | 161.7% |
| Retailer Services | $ | 9,692 | $ | 9,568 | 1.3% | $ | 13,897 | $ | 5,378 | 158.4% |
| Total | $ | 10,011 | $ | (91,259) | 111.0% | $ | (4,610) | $ | (121,209) | NMF |
| Adjusted EBITDA | ||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||
| Segment | 2025 | 2024 | YoY (Reported) | 2025 | 2024 | YoY (Reported) | ||||
| Branded Services | $ | 34,042 | $ | 42,856 | (20.6%) | $ | 61,987 | $ | 77,191 | (19.7%) |
| Experiential Services | $ | 25,886 | $ | 22,611 | 14.5% | $ | 37,955 | $ | 39,304 | (3.4%) |
| Retailer Services | $ | 26,484 | $ | 24,431 | 8.4% | $ | 44,651 | $ | 44,044 | 1.4% |
| Total | $ | 86,412 | $ | 89,898 | (3.9%) | $ | 144,593 | $ | 160,539 | (9.9%) |
Segment Highlights
| Branded Services | Experiential Services | Retailer Services | |||
|---|---|---|---|---|---|
 |
Market headwinds and client investment reductions negatively impacted brokerage and omni-commerce marketing services. |  |
Improved staffing levels and solid execution of a greater number of events led to year-over-year growth. |  |
Staffing recovery and increased project activity, including a pull forward from Q3'25, led to growth versus the prior year. |
|
Financial results affected by a client loss in H2’24 that will be largely lapped in Q3’25. | |
Events per day grew 1%, and were up 5%, excluding a client loss, compared to the prior year. The execution rate was ~93%. | |
Customer demand remains favorable for merchandising services. |
|
Expect improved H2’25 performance from previous new business wins, leveraging new capabilities, and streamlined operations. | |
Demand signals remain favorable in the upcoming peak seasonal period. | |
Expect a difficult Q3’25 due to project timing and discreet year-over-year comparison factors, but a more favorable comparison in Q4'25. |
Advantage Solutions Inc. | Page 2
Financial Results
2nd Quarter 2025
Cash Flow and Balance Sheet Highlights
(Amounts in Millions)
| Period Ended<br><br>June 30, 2025 | |
|---|---|
| Adjusted Unlevered Free Cash Flow and as % of Adjusted EBITDA | $57 / 66% |
| Capex | ~$2 |
| Gross Debt | ~$1,694 |
| Cash and Cash Equivalents | ~$103 |
| Net Leverage Ratio(1) | 4.6x |
Reaffirming Fiscal Year 2025 Outlook (Amounts in Millions)
| Revenues | Down Low Single Digits to Flat |
|---|---|
| Adjusted EBITDA | Down Low Single Digits to Flat |
| Adjusted Unlevered Free Cash Flow Conversion(1) | >50% of Adjusted EBITDA |
| Net Interest Expense | $140 to $150 |
| Capex | $50 to $60<br><br>(prior guidance was $65 to $75) |
2025 revenue outlook excludes pass-through costs. 2025 guidance compares to 2024 on a continuing operations basis.
| Conference Call Details | |
|---|---|
| Date/Time | August 7, 2025, 8:30 am EDT |
| Dial-in<br><br>(10 minutes before the call) | 800-715-9871 within the United States or +1-646-307-1963 outside the United States<br><br>Conference ID: 5720569 |
| Webcast | Available at: ADV 2Q 2025 Earnings Webcast |
| Replay | 800-770-2030 within the United States or +1-609-800-9909 outside the United States<br><br>Playback ID: 5720569# |
Investor Contact: Ruben Mella, CFA (investorrelations@youradv.com)
Media Contact: Jeff Levine (press@youradv.com)
(1) Trailing twelve months on a continuing and discontinued operations basis
Advantage Solutions Inc. | Page 3
Financial Results
2nd Quarter 2025
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 and six months ended June 30, 2025. These financial statements should be read in conjunction with the information contained in the Company’s Annual Report on Form 10-K 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 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
2nd Quarter 2025
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) COVID-19 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) COVID-19 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) COVID-19 benefits received, (ix) cash paid for costs associated with (recovery from) 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
2nd Quarter 2025
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.
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except share and per share data) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Revenues | $ | 873,707 | $ | 873,357 | $ | 1,695,499 | $ | 1,734,769 | ||||
| Cost of revenues (exclusive of depreciation and amortization shown separately below) | 746,932 | 751,337 | 1,469,686 | 1,503,181 | ||||||||
| Selling, general, and administrative expenses | 68,657 | 62,858 | 133,522 | 151,939 | ||||||||
| Impairment of goodwill and indefinite-lived asset | — | 99,670 | — | 99,670 | ||||||||
| Depreciation and amortization | 50,698 | 51,317 | 101,059 | 101,065 | ||||||||
| (Income) loss from equity method investments | (2,591 | ) | (566 | ) | (4,158 | ) | 123 | |||||
| Total operating expenses | 863,696 | 964,616 | 1,700,109 | 1,855,978 | ||||||||
| Operating income (loss) from continuing operations | 10,011 | (91,259 | ) | (4,610 | ) | (121,209 | ) | |||||
| Other expenses: | ||||||||||||
| Change in fair value of warrant liabilities | 16 | (686 | ) | 26 | (399 | ) | ||||||
| Interest expense, net | 35,814 | 39,754 | 70,174 | 75,515 | ||||||||
| Total other expenses, net | 35,830 | 39,068 | 70,200 | 75,116 | ||||||||
| Loss from continuing operations before provision for (benefit from) income taxes | (25,819 | ) | (130,327 | ) | (74,810 | ) | (196,325 | ) | ||||
| Provision for (benefit from) income taxes from continuing operations | 4,621 | (17,311 | ) | 11,760 | (33,176 | ) | ||||||
| Net loss from continuing operations | (30,440 | ) | (113,016 | ) | (86,570 | ) | (163,149 | ) | ||||
| Net income from discontinued operations, net of tax | — | 12,181 | — | 59,199 | ||||||||
| Net loss | $ | (30,440 | ) | $ | (100,835 | ) | $ | (86,570 | ) | $ | (103,950 | ) |
| Less: net income from discontinued operations attributable to noncontrolling interest, net of tax | — | — | — | 2,192 | ||||||||
| Net loss attributable to stockholders of Advantage Solutions Inc. | $ | (30,440 | ) | $ | (100,835 | ) | $ | (86,570 | ) | $ | (106,142 | ) |
| Net loss per common share: | ||||||||||||
| Basic loss per common share from continuing operations attributable to stockholders of Advantage Solutions Inc. | $ | (0.09 | ) | $ | (0.35 | ) | $ | (0.27 | ) | $ | (0.51 | ) |
| Basic earnings per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc. | $ | — | $ | 0.04 | $ | — | $ | 0.18 | ||||
| Diluted net loss per share: | ||||||||||||
| Diluted loss per common share from continuing operations attributable to stockholders of Advantage Solutions Inc. | $ | (0.09 | ) | $ | (0.35 | ) | $ | (0.27 | ) | $ | (0.51 | ) |
| Diluted earnings per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc. | $ | — | $ | 0.04 | $ | — | $ | 0.18 | ||||
| Weighted-average number of common shares: | ||||||||||||
| Basic | 324,314,678 | 322,791,242 | 323,006,328 | 322,124,698 | ||||||||
| Diluted | 324,314,678 | 322,791,242 | 323,006,328 | 322,124,698 |
Advantage Solutions Inc. | Page 6
Financial Results
2nd Quarter 2025
Advantage Solutions Inc.
Condensed Consolidated Balance Sheet
(Unaudited)
| (in thousands, except share data) | December 31, 2024 | ||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current assets | |||||
| Cash and cash equivalents | 102,869 | $ | 205,233 | ||
| Restricted cash | 17,334 | 15,518 | |||
| Accounts receivable, net of allowance for expected credit losses of 17,372 and 13,047, respectively | 673,258 | 603,069 | |||
| Prepaid expenses and other current assets | 133,248 | 86,918 | |||
| Total current assets | 926,709 | 910,738 | |||
| Property and equipment, net | 97,288 | 97,763 | |||
| Goodwill | 477,021 | 477,021 | |||
| Other intangible assets, net | 1,246,834 | 1,332,578 | |||
| Investments in unconsolidated affiliates | 243,086 | 226,510 | |||
| Other assets | 37,852 | 61,907 | |||
| Total assets | 3,028,790 | $ | 3,106,517 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
| Current liabilities | |||||
| Current portion of long-term debt | 13,250 | $ | 13,250 | ||
| Accounts payable | 176,797 | 158,485 | |||
| Accrued compensation and benefits | 125,919 | 129,486 | |||
| Other accrued expenses | 126,013 | 134,677 | |||
| Deferred revenues | 31,379 | 24,164 | |||
| Total current liabilities | 473,358 | 460,062 | |||
| Long-term debt, net of current portion | 1,663,700 | 1,686,690 | |||
| Deferred income tax liabilities | 145,593 | 146,889 | |||
| Other long-term liabilities | 62,565 | 64,141 | |||
| Total liabilities | 2,345,216 | 2,357,782 | |||
| Commitments and contingencies (Note 9) | |||||
| Equity attributable to stockholders of Advantage Solutions Inc. | |||||
| Common stock, 0.0001 par value, 3,290,000,000 shares authorized; 325,164,802 and 320,773,096 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively | 33 | 32 | |||
| Additional paid in capital | 3,474,653 | 3,466,221 | |||
| Accumulated deficit | (2,728,182 | ) | (2,641,612 | ) | |
| Loans to Karman Topco L.P. | (7,351 | ) | (7,029 | ) | |
| Accumulated other comprehensive loss | (1,694 | ) | (15,861 | ) | |
| Treasury stock, at cost; 12,894,517 and 12,400,075 shares as of June 30, 2025 and December 31, 2024, respectively | (53,885 | ) | (53,016 | ) | |
| Total stockholders' equity | 683,574 | 748,735 | |||
| Total liabilities and stockholders' equity | 3,028,790 | $ | 3,106,517 |
All values are in US Dollars.
Advantage Solutions Inc. | Page 7
Financial Results
2nd Quarter 2025
Advantage Solutions Inc.
Consolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net loss from continuing operations | $ | (86,570 | ) | $ | (163,149 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||
| Non-cash interest income | (3,298 | ) | (5,427 | ) | ||
| Deferred financing fees related to repricing of long-term debt | — | 1,079 | ||||
| Amortization of deferred financing fees | 3,502 | 3,470 | ||||
| Impairment of goodwill | — | 99,670 | ||||
| Depreciation and amortization | 101,059 | 101,065 | ||||
| Change in fair value of warrant liability | 27 | (399 | ) | |||
| Fair value adjustments related to contingent consideration | — | 1,678 | ||||
| Deferred income taxes | (1,439 | ) | (29,546 | ) | ||
| Equity-based compensation of Karman Topco L.P. | (1,524 | ) | (480 | ) | ||
| Stock-based compensation | 13,069 | 16,082 | ||||
| Income from equity method investments | (4,158 | ) | (123 | ) | ||
| Distribution received from equity method investments | — | 3,289 | ||||
| Gain on repurchases of Senior Secured Notes and Term Loan Facility debt | (1,624 | ) | (5,103 | ) | ||
| Changes in operating assets and liabilities, net of effects from divestitures: | ||||||
| Accounts receivable, net | (66,433 | ) | 9,268 | |||
| Prepaid expenses and other assets | (17,207 | ) | 26,233 | |||
| Accounts payable | 19,185 | 32,834 | ||||
| Accrued compensation and benefits | (2,548 | ) | (21,602 | ) | ||
| Deferred revenues | 7,420 | 2,449 | ||||
| Other accrued expenses and other liabilities | (7,189 | ) | (27,233 | ) | ||
| Net cash (used in) provided by operating activities | (47,728 | ) | 44,055 | |||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Purchase of investments in unconsolidated affiliates | (3,458 | ) | (10,932 | ) | ||
| Purchase of property and equipment | (17,219 | ) | (25,029 | ) | ||
| Proceeds from divestitures, net of cash | — | 146,828 | ||||
| Net cash (used in) provided by investing activities | (20,677 | ) | 110,867 | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Borrowings under lines of credit | 80,000 | — | ||||
| Payments on lines of credit | (80,000 | ) | — | |||
| Principal payments on long-term debt | (6,625 | ) | (6,637 | ) | ||
| Repurchases of Senior Secured Notes and Term Loan Facility debt | (18,243 | ) | (71,749 | ) | ||
| Debt issuance costs | — | (971 | ) | |||
| Proceeds from issuance of common stock | 993 | 1,167 | ||||
| Payments for taxes related to net share settlement under 2020 Incentive Award Plan | (3,624 | ) | (11,113 | ) | ||
| Contingent consideration payments | — | (4,455 | ) | |||
| Purchase of treasury stock | (869 | ) | (20,775 | ) | ||
| Net cash used in financing activities | (28,368 | ) | (114,533 | ) | ||
| Net effect of foreign currency changes on cash, cash equivalents and restricted cash | (3,775 | ) | (2,579 | ) | ||
| Net change in cash, cash equivalents and restricted cash | (100,548 | ) | 37,810 | |||
| Cash, cash equivalents and restricted cash, beginning of period | 220,751 | 131,560 | ||||
| Cash, cash equivalents and restricted cash, end of period | $ | 120,203 | $ | 169,370 |
Advantage Solutions Inc. | Page 8
Financial Results
2nd Quarter 2025
Advantage Solutions Inc.
Reconciliation of Net Loss from Continuing Operations to Adjusted EBITDA
(Unaudited)
| Continuing Operations | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Net loss from continuing operations | $ | (30,440 | ) | $ | (113,016 | ) | $ | (86,570 | ) | $ | (163,149 | ) |
| Add: | ||||||||||||
| Interest expense, net | 35,814 | 39,754 | 70,174 | 75,515 | ||||||||
| Provision for (benefit from) income taxes from continuing operations | 4,621 | (17,311 | ) | 11,760 | (33,176 | ) | ||||||
| Depreciation and amortization | 50,698 | 51,317 | 101,059 | 101,065 | ||||||||
| Impairment of goodwill | — | 99,670 | — | 99,670 | ||||||||
| Changes in fair value of warrant liability | 16 | (686 | ) | 26 | (399 | ) | ||||||
| Stock-based compensation expense (a) | 6,584 | 7,528 | 13,069 | 16,082 | ||||||||
| Equity-based compensation of Karman Topco L.P. (b) | — | (872 | ) | (1,524 | ) | (480 | ) | |||||
| Fair value adjustments related to contingent consideration (c) | — | 900 | — | 1,678 | ||||||||
| Acquisition and divestiture related expenses (d) | 57 | (1,774 | ) | 480 | (1,334 | ) | ||||||
| Restructuring expenses (e) | — | — | 931 | — | ||||||||
| Reorganization expenses (f) | 16,434 | 20,291 | 28,674 | 55,343 | ||||||||
| Litigation expenses (recovery) (g) | 390 | (993 | ) | 913 | (709 | ) | ||||||
| COVID-19 benefits received (h) | (715 | ) | — | (715 | ) | — | ||||||
| Costs associated with the Take 5 Matter (i) | 256 | 456 | 564 | 696 | ||||||||
| EBITDA for economic interests in investments (j) | 2,697 | 4,634 | 5,752 | 9,737 | ||||||||
| Adjusted EBITDA from Continuing Operations | $ | 86,412 | $ | 89,898 | $ | 144,593 | $ | 160,539 | ||||
| Discontinued Operations | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||
| (in thousands) | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2024 | ||||||||||
| Net income from discontinued operations, net of tax | $ | 12,181 | $ | 59,199 | ||||||||
| Add: | ||||||||||||
| Interest expense, net | 16 | 48 | ||||||||||
| Provision for income taxes from discontinued operations | (2,377 | ) | 11,860 | |||||||||
| Depreciation and amortization | 1,883 | 4,491 | ||||||||||
| Gain on divestitures (k) | (13,179 | ) | (70,195 | ) | ||||||||
| Stock-based compensation expense (a) | 102 | (1,232 | ) | |||||||||
| Fair value adjustments related to contingent consideration (c) | 1,972 | 1,883 | ||||||||||
| Divestiture related expenses (d) | 2,224 | 3,103 | ||||||||||
| Reorganization expenses (f) | 5,211 | 7,285 | ||||||||||
| EBITDA for economic interests in investments (j) | (95 | ) | (385 | ) | ||||||||
| Adjusted EBITDA from Discontinued Operations | $ | 7,938 | $ | 16,057 |
Advantage Solutions Inc. | Page 9
Financial Results
2nd Quarter 2025
Advantage Solutions Inc.
Reconciliation of Operating Income (Loss) to Adjusted EBITDA by Segment
(Unaudited)
| Branded Services segment | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Operating loss | $ | (10,540 | ) | $ | (107,280 | ) | $ | (25,862 | ) | $ | (129,398 | ) |
| Add: | ||||||||||||
| Depreciation and amortization | 31,561 | 32,327 | 63,023 | 64,314 | ||||||||
| Impairment of goodwill | — | 99,670 | — | 99,670 | ||||||||
| Stock-based compensation expense (a) | 2,370 | 2,797 | 4,542 | 6,723 | ||||||||
| Equity-based compensation of Karman Topco L.P. (b) | — | 24 | (95 | ) | 522 | |||||||
| Fair value adjustments related to contingent consideration (c) | — | 900 | — | 1,678 | ||||||||
| Acquisition and divestiture related expenses (d) | 6 | 30 | 384 | 104 | ||||||||
| Restructuring expenses (e) | — | — | 358 | — | ||||||||
| Reorganization expenses (f) | 7,741 | 9,248 | 13,196 | 22,904 | ||||||||
| Litigation expenses (g) | 196 | 50 | 370 | 241 | ||||||||
| COVID-19 benefits received (h) | (245 | ) | — | (245 | ) | — | ||||||
| Costs associated with the Take 5 Matter (i) | 256 | 456 | 564 | 696 | ||||||||
| EBITDA for economic interests in investments (j) | 2,697 | 4,634 | 5,752 | 9,737 | ||||||||
| Branded Services segment Adjusted EBITDA | $ | 34,042 | $ | 42,856 | $ | 61,987 | $ | 77,191 | ||||
| Experiential Services segment | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Operating income | $ | 10,859 | $ | 6,453 | $ | 7,355 | $ | 2,811 | ||||
| Add: | ||||||||||||
| Depreciation and amortization | 10,684 | 11,015 | 21,221 | 20,935 | ||||||||
| Stock-based compensation expense (a) | 1,847 | 2,170 | 3,639 | 4,098 | ||||||||
| Equity-based compensation of Karman Topco L.P. (b) | — | (458 | ) | (729 | ) | (502 | ) | |||||
| Acquisition and divestiture related expenses (d) | 67 | (101 | ) | 74 | 5 | |||||||
| Restructuring expenses (e) | — | — | 186 | — | ||||||||
| Reorganization expenses (f) | 2,548 | 3,472 | 6,129 | 11,724 | ||||||||
| Litigation expenses (g) | 129 | 60 | 328 | 233 | ||||||||
| COVID-19 benefits received (h) | (248 | ) | — | (248 | ) | — | ||||||
| Experiential Services segment Adjusted EBITDA | $ | 25,886 | $ | 22,611 | $ | 37,955 | $ | 39,304 | ||||
| Retailer Services segment | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Operating income | $ | 9,692 | $ | 9,568 | $ | 13,897 | $ | 5,378 | ||||
| Add: | ||||||||||||
| Depreciation and amortization | 8,453 | 7,975 | 16,815 | 15,816 | ||||||||
| Stock-based compensation expense (a) | 2,367 | 2,561 | 4,888 | 5,261 | ||||||||
| Equity-based compensation of Karman Topco L.P. (b) | — | (438 | ) | (700 | ) | (500 | ) | |||||
| Acquisition and divestiture related expenses (d) | (16 | ) | (1,703 | ) | 22 | (1,443 | ) | |||||
| Restructuring expenses (e) | — | — | 387 | — | ||||||||
| Reorganization expenses (f) | 6,145 | 7,571 | 9,349 | 20,715 | ||||||||
| Litigation expenses (recovery) (g) | 65 | (1,103 | ) | 215 | (1,183 | ) | ||||||
| COVID-19 benefits received (h) | (222 | ) | — | (222 | ) | — | ||||||
| Retailer Services segment Adjusted EBITDA | $ | 26,484 | $ | 24,431 | $ | 44,651 | $ | 44,044 |
Advantage Solutions Inc.
Advantage Solutions Inc. | Page 10
Financial Results
2nd Quarter 2025
Net Debt and Adjusted Unlevered Free Cash Flow Reconciliation
(Unaudited)
| (amounts in thousands) | June 30, 2025 | ||
|---|---|---|---|
| Current portion of long-term debt | $ | 13,250 | |
| Long-term debt, net of current portion | 1,681,207 | ||
| Less: Debt issuance costs | 17,507 | ||
| Total debt | 1,676,950 | ||
| Less: Cash and cash equivalents | 102,869 | ||
| Total Net Debt | $ | 1,574,081 | |
| LTM Adjusted EBITDA from Continuing and Discontinued Operations | $ | 342,370 | |
| Net Debt / LTM Adjusted EBITDA ratio | 4.6x | ||
| (amounts in thousands) | Three Months Ended<br>June 30, 2025 | ||
| --- | --- | --- | --- |
| Net cash used in operating activities from continuing and discontinued operations | $ | (8,102 | ) |
| Less: | |||
| Purchase of property and equipment | (2,115 | ) | |
| Add: | |||
| Cash payments for interest | 43,764 | ||
| Cash payments for income taxes | 9,942 | ||
| Cash paid for acquisition and divestiture related expenses (k) | 61 | ||
| Cash paid for restructuring expenses (l) | 4,997 | ||
| Cash paid for reorganization expenses (m) | 8,120 | ||
| Cash paid for costs associated with the Take 5 Matter (n) | 257 | ||
| Net effect of foreign currency fluctuations on cash | (89 | ) | |
| Adjusted Unlevered Free Cash Flow | $ | 56,835 | |
| Numerator - Adjusted Unlevered Free Cash Flow | $ | 56,835 | |
| Denominator - Adjusted EBITDA from Continuing and Discontinued Operations | $ | 86,412 | |
| Adjusted Unlevered Free Cash Flow as a percentage of Adjusted EBITDA | 65.8 | % |
Advantage Solutions Inc. | Page 11
Financial Results
2nd Quarter 2025
Advantage Solutions Inc.
Reconciliation Net Income (Loss) to Adjusted EBITDA
(Unaudited)
| Continuing and Discontinued Operations | Twelve Months Ended <br>June 30, 2025 | ||
|---|---|---|---|
| (in thousands) | |||
| Net loss | $ | (307,390 | ) |
| Add: | |||
| Interest expense, net | 141,451 | ||
| Provision for income taxes | 11,607 | ||
| Depreciation and amortization | 204,751 | ||
| Impairment of goodwill and indefinite-lived asset | 175,500 | ||
| Gain on divestitures (o) | (24,904 | ) | |
| Changes in fair value of warrant liability | (159 | ) | |
| Stock-based compensation expense (a) | 26,430 | ||
| Equity-based compensation of Karman Topco L.P. (b) | (321 | ) | |
| Fair value adjustments related to contingent consideration related to acquisitions (c) | — | ||
| Acquisition and divestiture related expenses (d) | 3,080 | ||
| Restructuring expenses (e) | 30,982 | ||
| Reorganization expenses (f) | 64,381 | ||
| Litigation recoveries (g) | (318 | ) | |
| Costs associated with COVID-19, net of benefits received (h) | (715 | ) | |
| Costs associated with the Take 5 Matter (i) | 1,713 | ||
| EBITDA for economic interests in investments (j) | 16,282 | ||
| LTM Adjusted EBITDA from Continuing and Discontinued Operations | $ | 342,370 | |
| (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 equity-based compensation expense associated with grants of Common Series D Units of Karman Topco L.P. made to one of the sponsors of the Company. | ||
| (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 benefits received from government grants for COVID-19 relief. | ||
| (i) | Represents costs associated with collection 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 cash paid for fees and costs associated with activities related to our acquisitions, divestitures and reorganization activities including professional fees, due diligence, and integration activities. | ||
| (l) | 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. | ||
| (m) | Represents cash paid for fees and costs associated with various reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs. | ||
| (n) | Represents cash paid for costs associated with the Take 5 Matter, primarily, professional fees and other related costs. | ||
| (o) | 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 12
Q2’25 Earnings August 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; a future 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 and net debt 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, and net debt 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, 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) COVID-19 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) COVID-19 benefits received, (xii) costs associated with (recovery from) the Take 5 Matter, (xiii) EBITDA for economic interests in investments, and (xiii) 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, 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, equipment, and software 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) COVID-19 benefits received, (ix) costs associated with (recovery from) 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
Q2’25: Sequential Improvement; Advancing Transformation Solid progress resolving Q1’25 staffing shortfall, enabling year-over-year Adjusted EBITDA growth for Experiential and Retailer Services Soft operating environment for clients was a headwind for Branded Services Adjusted EBITDA decline can be largely attributed to the aforementioned prior year client loss Continued investment behind shared services to support transformation Expect improved H2’25 performance and cash generation Revenues(1) -2% YOY $736M Adjusted EBITDA(2) -4% YOY $86M Adjusted Unlevered Free Cash Flow(3) $57M Net Leverage Ratio(3) 4.6x (1) From continuing operations excluding pass-through costs (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
Select Services Are Well-Positioned to Address Needs Source: Over 8,000 consumer participants and ~80 CPG/retailer clients surveyed through ADV - SMART Market Research, ADV 2025 Shopper Study, April 2025, and ADV Sales Retailer Outlook Study Spring 2025 (1) Product out-of-stock and distribution void data are from Advantage Retail Reporting L52W as of June 30, 2025 (2) Product sampling sales lift statistic is from a NielsenIQ/GfK study for three products in over 80 stores across more than 30,000 static households during 26 weeks in 2023 and 2024. The results showed at least a double-digit sales lift 26 weeks after sampling Distribution voids are items not on the shelf and don’t have a tag but should be in the planogram Tariff Impact on Sourcing Strategies (supply chain evolution) ~65% Supply Chain Navigate retail distribution complexities with full-service logistics, including access to 70+ fulfillment centers for timely delivery to every U.S. zip code Retailers Prioritizing Private Brands (response to channel mix shift) ~85% End-to-end capabilities with access to over 6,000 supplier partners Private Brand Shoppers Select a Retailer for Its Loyalty Program (in search of value) ~40% Expert live shopper engagement proven to build product loyalty that can drive sales by double-digits weeks after sampling(2) Product Sampling Potential Lost Sales at Retail (Product not available) ~40% Ensure product availability by filling 6M+ product out-of-stocks and correcting 25M+ distribution voids in the last 12 months(1) Branded and Retailer Merchandising 4
Business Segment Updates Retailer Services Branded Services Experiential Services Market headwinds and client investment reductions negatively impacted brokerage and omni-commerce marketing services Financial results affected by a client loss in H2’24 that will be largely lapped in Q3’25 Expect improved H2’25 performance from: Previous new business wins Leveraging new capabilities Streamlined operations Improved staffing levels and solid execution of a greater number of events led to year-over-year growth Events per day grew 1%, and were up 5%, excluding a client loss, compared to the prior year; the execution rate was ~93% Demand signals remain favorable in the upcoming peak season period Staffing recovery and increased project activity, including a pull forward from Q3’25, led to growth versus the prior year Client demand remains favorable for merchandising services Expect a difficult Q3’25 due to project timing and discreet year-over-year comparison factors, but a more favorable comparison in Q4’25 5 H2’25: Expect improved business performance, reduction in shared services costs, and stronger cash generation
Yielding operational savings while raising the standard for high-quality services for clients and customers On Pace to Establish Foundational Systems by 2026 New IT Systems Modernizing Technology AI Initiatives Vast majority of the business is on the new ERP system Modernizing cybersecurity, cloud migration, and data lake for advanced analytics Rationalizing duplicative and outdated systems over the next few years Product image recognition Shelf-level intelligence Scaling enhanced data-lake powered analytics and dashboards for unique and tactical insights Investing in Pulse™ - an AI-enabled decision analytics engine for enhanced insights 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 6 Modernizing systems for increased speed, accuracy, and deeper insights Equipping teammates with the right tools to drive efficiency and capitalize on growth opportunities Enabling competitive differentiation and improve productivity
Improving how Advantage assigns and deploys talent in 85,000+ retail stores Targeting a 30%+ uplift in availability of hours for teammates Advancing Workforce Optimization Strategies Enhance Teammate Experience Increase teammate retention and help build long-term careers at Advantage Benefits can include additional efficiencies related to talent acquisition, training, and development Optimize Operating Structure Scaling and refining the pilot program for increased labor utilization and improved teammate experience Preparing for the broad-scale rollout of a centralized labor management model starting in 2026 Leverage Technology Optimize workforce management for greater speed and agility Piloting AI-assisted shared staffing capability 7
Anticipate Revenues and Adjusted EBITDA to be down low single digits to flat versus the prior year, in line with prior expectations Incorporated market conditions against expectations for investments and improved operational execution in H2’25 2025 Guidance Expect cash generation in H2’25 above normalized levels Lower than planned capital spending in 2025 Adjusted Free Cash Flow conversion >50% of Adjusted EBITDA with potential upside due to improved working capital management Cash Flow Continued soft environment in the broader consumer market Talented team is navigating the market uncertainty Committed to being an industry-leading, technology-driven, and cost-leading service provider Macro Environment 8 Reaffirming 2025 Outlook Transformation initiatives are positioning Advantage well for long-term earnings power and cash generation
Sequential improvement versus Q1’25 Largely addressed prior period staffing shortfall, resulting in year-over-year Adjusted EBITDA growth for Experiential and Retailer Services Adjusted EBITDA negatively affected by a client loss in Branded Services and increased shared services spend Expect to largely lap the prior year client loss in Q3’25 and realize a year-over-year decline in shared services costs in H2’25 Recovery in Staffing Levels Improved Performance Revenues and Adjusted EBITDA margins exclude 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 $873.7 $873.4 0% (4)% Revenues Net of Pass-Through Costs Pass-Through Costs Highlights TOTAL ADVANTAGE 9 (2)%(1) Revenues (Continuing Operations) $ in millions Y/Y growth % margin(1) $ in millions Y/Y growth Adjusted EBITDA (Continuing Operations)
Revenues and Adjusted EBITDA margins exclude 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 (21)% (8)% % margin(1) CPG Softness and Client Loss Impacted Performance Highlights $ in millions Y/Y growth Adjusted EBITDA (Continuing Operations) BRANDED SERVICES $295.2 $322.3 $ in millions Y/Y growth 10 Revenues (Continuing Operations) Brokerage and omni-commerce marketing services faced headwinds as clients continue to manage costs A client loss in H2’24 accounted for more than one third of the Adjusted EBITDA decline, and is expected to be largely lapped in Q3’25 Expanding use of enhanced data analytics and next-generation selling model; new business pipeline remains healthy Anticipate Revenues will start moving towards stabilization by the end of this year and into early 2026 Revenues Net of Pass-Through Costs Pass-Through Costs (10)%(1)
Revenues and adjusted EBITDA margins exclude 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 +6%(1) +14% +9% % margin(1) Achieved Growth with Continued Favorable Demand Adjusted EBITDA (Continuing Operations) $347.7 $319.5 $ in millions Y/Y growth $ in millions Y/Y growth 11 EXPERIENTIAL SERVICES Highlights Revenues (Continuing Operations) Recovery from staffing shortfall in Q1’25 drove growth versus prior year Events per day (EPD) up 7% versus Q1’25 and up 1% versus the prior year EPD increased 5% year-over-year, excluding a client loss in H2’24 Execution rate was ~93%, in line with Q1’25, but with a greater number of events Favorable demand signals in the upcoming peak season Revenues Net of Pass-Through Costs 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 +8% (0)% % margin Growth From Increased Staffing and Project Activity Adjusted EBITDA (Continuing Operations) 12 $ in millions Y/Y growth $ in millions Y/Y growth RETAILER SERVICES Highlights Revenues (Continuing Operations) Effectively resolved prior quarter staffing shortfall Increased merchandising activity and an uptick in project work, including a pull forward from Q3’25, led to Adjusted EBITDA growth versus the prior year Softness in advisory and agency services due to continued unfavorable channel mix Demand signals in H2’25 remain favorable for merchandising services However, expect a difficult Q3’25 due to project timing and discreet year-over-year comparison factors, but a more favorable comparison in Q4’25
1L Term Loan Sr. Secured Notes $ in millions $1,499(3) Healthy Balance Sheet and Liquidity Position As of June 30, 2025 $ in millions Maturity Rate Outstanding First Lien Term Loan 2027 S+4.25%(2) $1,099 Senior Secured Notes 2028 6.50% 595 Total Gross Debt $1,694 Less: Cash and Cash Equivalents (103) Total Net Debt(1) $1,592 Net Debt Overview Maturity Schedule Net debt is a non-GAAP financial measure. 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 amortizes at 1% per annum, paid quarterly. Illustratively showing full $1,099M obligation in 2027E maturity as of 06/30/25, $454M of Revolving Credit borrowing capacity was reduced by $53.7M due to outstanding letters of credit. 13 $400M of gross availability under credit facility (no meaningful maturities until Q4’27) 4.6x Net Debt / LTM Adj. EBITDA; ~76% hedged / fixed (inclusive of discontinued operations) $400
Working Capital Needs and Capex Impacted Cash Capital Allocation Actions No debt or share repurchases in Q2’25 $103M of cash as of June 30, 2025 Received $22.5M in proceeds on July 31st related to the first of two deferred purchase price installments for Jun Group Capex and Adjusted Unlevered FCF Q2’25 Capex from continuing operations was ~$2M Timing of transformation investments, including a significant under-capitalization of labor Q2’25 Adjusted Unlevered FCF was a ~$57M source of cash, and cash conversion was 66% Expect DSOs to decrease over the balance of the year from elevated levels in H1’25 14
Reaffirming 2025 Guidance Incorporated market conditions against expectations for investments and improved operational execution in H2’25 $ in millions, unless otherwise noted 2025 Guidance Revenues Down Low Single Digits to Flat Adjusted EBITDA Down Low Single Digits to Flat Adjusted UFCF Conversion >50% of Adjusted EBITDA Net Interest Expense $140 - $150 Capex $50 - $60 (Prior guidance $65 to $75) 2025 revenue outlook excludes pass-through costs 2025 guidance compares to 2024 on a continuing operations basis Adjusted unlevered free cash flow (UFCF) and net FCF conversion of adjusted EBITDA is on a continuing and discontinued operations basis See the Appendix for a reconciliation of Adjusted EBITDA and Adjusted UFCF non-GAAP financial measures to the most comparable GAAP measure 15 Long-term Net Leverage Target: <3.5x 2025 Commentary Improved performance expected in H2’25 Working towards stabilization in Branded Services Peak season for Experiential Services Expect a difficult Q3’25 for Retailer Services, but a more favorable comparison in Q4’25 Expect improved cash generation in H2’25 Full-year restructuring and reorganization costs to decline by ~50% Cash conversion north of normalized levels, excl. ~$45M year-end payroll shift Net leverage ratio is expected to taper from Q2’25 levels over the balance of the year
Anticipated H2’25 Free Cash Flow Conversion (% of EBITDA) Expect H2’25 Cash to Trend Above Normalized Levels Full-year guidance includes improved Adjusted EBITDA performance versus H1’25 Capex reduction versus prior guidance NWC to be a source of cash due to planned reduction in DSO from current levels, excl. year-end payroll timing shift Substantial reduction in restructuring and reorganization costs associated with the transformation initiatives Expectations ~100% >30% Excludes ~$45M one-time year-end payroll timing shift in NWC Moving Forward: Expect 25%+ net FCF conversion (percent of Adjusted EBITDA on an annualized basis) 16 NWC=Net Working Capital The graph above is illustrative and not to scale
Appendix 17
Net Loss to Adjusted EBITDA from Continuing Operations and Discontinued Operations Non-GAAP Reconciliation (1/8) 18
Branded Services Segment Operating Loss to Adjusted EBITDA Non-GAAP Reconciliation (2/8) 19
Experiential Services Segment Operating Loss to Adjusted EBITDA Non-GAAP Reconciliation (3/8) 20
Retailer Services Segment Operating Income/(Loss) to Adjusted EBITDA Non-GAAP Reconciliation (4/8) 21
Revenues to Revenues Net of Pass-Through Costs Non-GAAP Reconciliation (5/8) 22
Adjusted Unlevered Free Cash Flow Non-GAAP Reconciliation (6/8) 23
LTM Adjusted EBITDA, Net Debt and Net Debt to Adjusted EBITDA Ratio Non-GAAP Reconciliation (7/8) 24
Footnotes Non-GAAP Reconciliation (8/8) 25 (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 equity-based compensation expense associated with grants of Common Series D Units of Karman Topco L.P. made to one of the sponsors of the Company. (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 benefits received from government grants for COVID-19 relief. (i) Represents costs associated with collection 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 cash paid for fees and costs associated with activities related to our acquisitions, divestitures and reorganization activities including professional fees, due diligence, and integration activities. (l) 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. (m) Represents cash paid for fees and costs associated with various reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs. (n) Represents cash paid for costs associated with the Take 5 Matter, primarily, professional fees and other related costs. (o) 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.