Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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, 2024

   

Advantage Solutions Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-38990	83-4629508
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8001 Forsyth Blvd, 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:

☐ 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 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 7.01. Regulation FD Disclosure.

Effective January 1, 2024, Advantage Solutions Inc. (the “Company”) revised its reportable segments to align with the Company's business strategy, and the manner in which the Chief Executive Officer, the Company’s chief operating decision maker, assesses performance and makes decisions regarding the allocation of resources for the Company. The Company’s revised reportable segments consist of Branded Services, Experiential Services, and Retailer Services.

•

Branded Services offers capabilities in brokerage, branded merchandising and omni-commerce marketing services to consumer goods manufacturers.

•

Experiential Services expands the reach of consumer brands and retailer products to convert shoppers into buyers through sampling and product demonstration programs executed in-store and online.

•

Retailer Services provides retailers with end-to-end advisory, retailer merchandising, and agency expertise to drive sales.

For informational purposes and to assist investors in making comparisons of the Company’s historical financial information with financial information to be made available in the future that will reflect the revised reportable segments, the Company has furnished as Exhibit 99.1 to this Form 8-K certain unaudited historical information to recast supplemental financial information and historical data that is on a basis consistent with the Company’s revised reportable segments for the three months ended March 31 and June 30, 2024, 2023 and 2022, and the three months ended September 30, and December 31, 2023 and 2022. These changes only affect segment allocation of results and do not revise or restate the Company's previously reported consolidated financial statements or the Company's previously reported non-GAAP adjustments on a consolidated basis.

As of March 31, 2024, the Company determined that certain businesses that had been disposed of and businesses classified as held for sale as of March 31, 2024 met the criteria for discontinued operations presentation. In addition, as of June 30, 2024, certain additional businesses that had been disposed of and businesses classified as held for sale as of June 30, 2024 met the criteria for discontinued operations presentation. Accordingly, for all periods presented, the operating results associated with the businesses disposed of and classified as held for sale have been reclassified into discontinued operations. Refer to Note 2—Held for Sale, Divestitures and Discontinued Operations in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024 to be filed with the Securities and Exchange Commission (the "SEC") on or about August 9, 2024 for additional information on the Company’s assets and liabilities classified as held for sale and the Company’s discontinued operations. The Company continues to evaluate opportunities to further simplify its operations so the Company can focus more resources on its core businesses.

The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


	Exhibit No.		Description
	99.1		Supplemental Financial Data – Segment Realignment
	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.


			ADVANTAGE SOLUTIONS INC.

Date:	August 7, 2024	By:	/s/ Christopher Growe
			Christopher Growe Chief Financial Officer

EXHIBIT 99.1

ADVANTAGE SOLUTIONS INC.

SUMMARIZED QUARTERLY RESULTS

AS RECAST

(UNAUDITED)


	Three Months Ended
(in thousands)	June 30, 2024(a)			March 31, 2024			December 31, 2023			September 30, 2023			June 30, 2023		March 31, 2023			December 31, 2022			September 30, 2022			June 30, 2022			March 31, 2022
Revenues
Branded Services	$	322,340		$	329,054		$	431,282		$	451,173		$	447,265	$	428,697		$	480,963		$	444,317		$	428,044		$	410,752
Experiential Services		319,508			307,351			308,727			308,381			285,174		257,167			253,557			245,752			221,863			183,058
Retailer Services		231,509			225,007			251,939			260,152			231,319		238,849			260,270			264,976			230,941			221,849
Total revenues from continuing operations	$	873,357		$	861,412		$	991,948		$	1,019,706		$	963,758	$	924,713		$	994,790		$	955,045		$	880,848		$	815,659
Revenues from discontinued operations		28,874			44,634			87,801			76,353			73,297		87,270			107,973			96,050			100,228			99,149
Previously reported revenues from continuing and discontinued operations(b)	$	902,231		$	906,046		$	1,079,749		$	1,096,059		$	1,037,055	$	1,011,983		$	1,102,763		$	1,051,095		$	981,076		$	914,808

Operating (Loss) Income
Branded Services	$	(107,280	)	$	(22,118	)	$	33,779		$	(599	)	$	8,920	$	3,286		$	(800,471	)	$	24,033		$	10,123		$	9,057
Experiential Services		6,453			(3,642	)		845			1,971			4,805		(4,326	)		(358,628	)		(1,390	)		(5,379	)		(6,503	)
Retailer Services		9,568			(4,190	)		(13,962	)		5,281			1,526		5,063			(392,537	)		14,722			5,511			7,519
Total operating (loss) income from continuing operations	$	(91,259	)	$	(29,950	)	$	20,662		$	6,653		$	15,251	$	4,023		$	(1,551,636	)	$	37,365		$	10,255		$	10,073
Operating income (loss) from discontinued operations		9,820			61,287			25,530			9,330			7,020		(12,279	)		14,098			9,477			18,011			12,951
Previously reported operating (loss) income from continuing and discontinued operations(b)	$	(81,439	)	$	31,337		$	46,192		$	15,983		$	22,271	$	(8,256	)	$	(1,537,538	)	$	46,842		$	28,266		$	23,024

Adjusted EBITDA
Branded Services	$	42,856		$	34,335		$	49,385		$	50,710		$	51,787	$	51,801		$	64,663		$	62,418		$	58,289		$	52,642
Experiential Services		22,611			16,693			13,211			16,584			16,202		7,006			7,161			10,520			4,587			3,281
Retailer Services		24,431			19,613			24,229			26,023			21,865		23,445			18,433			29,289			24,720			22,490
Total Adjusted EBITDA by segment from continuing operations	$	89,898		$	70,641		$	86,825		$	93,317		$	89,854	$	82,252		$	90,257		$	102,227		$	87,596		$	78,413
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
Previously reported Adjusted EBITDA from Continuing and Discontinued Operations(b)	$	97,836		$	78,760		$	114,916		$	113,149		$	104,212	$	92,070		$	112,666		$	118,268		$	108,322		$	96,739

__________________

(a)

Results for the three months ended June 30, 2024 have not been previously reported.

(b)

For the three months ended March 31, 2024 and 2023 revenues related to discontinued operations as reported were $44.6 million and $87.3 million, respectively. For the three months ended March 31, 2024 operating income related to discontinued operations as reported was $61.3 million. For the three months ended March 31, 2023 operating loss related to discontinued operations as reported was $12.3 million. For the three months ended March 31, 2024 and 2023 Adjusted EBITDA from Discontinued Operations was not previously reported. During the three months ended June 30, 2024, additional businesses met the criteria as held for sale representing an additional $5.0 million and $3.6 million during the three months ended March 31, 2024 and 2023, respectively.

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.

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:


	Three Months Ended
(in thousands)	June 30, 2024(a)			March 31, 2024			December 31, 2023			September 30, 2023			June 30, 2023			March 31, 2023			December 31, 2022			September 30, 2022			June 30, 2022			March 31, 2022

Previously reported revenues from continuing and discontinued operations	$	902,231		$	906,046		$	1,079,749		$	1,096,059		$	1,037,055		$	1,011,983		$	1,102,763		$	1,051,095		$	981,076		$	914,808
Less: Pass-through costs(b)		(124,391	)		(134,592	)		(134,132	)		(131,926	)		(123,217	)		(110,068	)		(127,040	)		(109,480	)		(94,951	)		(73,138	)
Total revenues net of pass-through costs from continuing and discontinued operations	$	777,840		$	771,454		$	945,617		$	964,133		$	913,838		$	901,915		$	975,723		$	941,615		$	886,125		$	841,670

Net (loss) income	$	(100,835	)	$	(3,115	)	$	17,788		$	(22,582	)	$	(7,846	)	$	(47,678	)	$	(1,421,729	)	$	23,227		$	3,676		$	17,534
Add:
Interest expense, net		39,770			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

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, 2024			March 31, 2024			December 31, 2023			September 30, 2023			June 30, 2023			March 31, 2023			December 31, 2022			September 30, 2022			June 30, 2022			March 31, 2022
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

EXHIBIT 99.1

ADVANTAGE SOLUTIONS INC.

NON-GAAP ADJUSTED EBITDA RECONCILIATIONS

AS RECAST

(Unaudited)

Experiential Services Segment


	Three Months Ended
(in thousands)	June 30, 2024			March 31, 2024			December 31, 2023			September 30, 2023			June 30, 2023			March 31, 2023			December 31, 2022			September 30, 2022			June 30, 2022			March 31, 2022
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

EXHIBIT 99.1

ADVANTAGE SOLUTIONS INC.

NON-GAAP ADJUSTED EBITDA RECONCILIATIONS

AS RECAST

(Unaudited)

Retailer Services Segment


	Three Months Ended
(in thousands)	June 30, 2024			March 31, 2024			December 31, 2023			September 30, 2023			June 30, 2023			March 31, 2023			December 31, 2022			September 30, 2022			June 30, 2022			March 31, 2022
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

EXHIBIT 99.1

ADVANTAGE SOLUTIONS INC.

NON-GAAP ADJUSTED EBITDA RECONCILIATIONS

AS RECAST

(Unaudited)

Discontinued Operations


	Three Months Ended
(in thousands)	June 30, 2024			March 31, 2024			December 31, 2023			September 30, 2023			June 30, 2023			March 31, 2023			December 31, 2022			September 30, 2022			June 30, 2022			March 31, 2022
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

__________________

(a)

Results for the three months ended June 30, 2024 have not been previously reported.

(b)

Pass-through costs are costs that are paid by our clients, including media, sample, retailer fees and other marketing and production costs.

(c)

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.

(d)

Represents expenses related to (i) equity-based compensation expense associated with grants of Common Series D Units of Topco made to one of the Advantage Sponsors, and (ii) equity-based compensation expense associated with the Common Series C Units of Topco.

(e)

Represents adjustments to the estimated fair value of our contingent consideration liabilities related to our acquisitions, for the applicable periods.

(f)

Represents fees and costs associated with activities related to our acquisitions, divestitures, and related reorganization activities, including professional fees, due diligence, and integration activities.

(g)

Represents fees and costs associated with various internal reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs.

(h)

Represents legal settlements, reserves, and expenses that are unusual or infrequent costs associated with our operating activities.

(i)

Represents (i) costs related to implementation of strategies for workplace safety in response to COVID-19, including employee-relief fund, additional sick pay for front-line associates, medical benefit payments for furloughed associates, and personal protective equipment; and (ii) benefits received from government grants for COVID-19 relief.

(j)

Represents cash receipts from an insurance policy for claims related to the Take 5 Matter and costs associated with investigation and remediation activities related to the Take 5 Matter, primarily, professional fees and other related costs.

(k)

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.

Cover	Aug. 07, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 07, 2024
Securities Act File Number	001-38990
Entity Registrant Name	Advantage Solutions Inc.
Entity Central Index Key	0001776661
Entity Tax Identification Number	83-4629508
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	8001 Forsyth Blvd
Entity Address, Address Line Two	Suite 1025
Entity Address, City or Town	Clayton
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63105
City Area Code	314
Local Phone Number	655-9333
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Class A common stock, $0.0001 par value per share
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	ADV
Security Exchange Name	NASDAQ
Warrants exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Title of 12(b) Security	Warrants exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	ADVWW
Security Exchange Name	NASDAQ