EX-99.1 2 adv-ex99_1.htm EX-99.1 EX-99.1

Financial Results

3rd Quarter 2024

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Advantage Solutions Reports 2024 Third Quarter Results and Remains on Track to Achieve Its Full-Year Outlook

Delivered revenues and Adjusted EBITDA growth during a year of investment.

Transformation is progressing to enhance core service capabilities with greater operating efficiencies.

Remain committed to growing 2024 revenues and Adjusted EBITDA by low single digits on a continuing operations basis.

 

ST. LOUIS, Nov. 7, 2024 – Advantage Solutions Inc. (NASDAQ: ADV) (“Advantage,” “Advantage Solutions,” the “Company,” “we,” or “our”), a leading business solutions provider to consumer goods manufacturers and retailers, today reported financial results for the three and nine months ended September 30, 2024.

Unless otherwise noted, results presented in this release are on a continuing operations basis. Revenues for the three months ended September 30, 2024, were $939.3 million, compared with $1,019.7 million a year ago. Net loss from continuing operations was $37.3 million, compared to a net loss of $29.6 million for the third quarter of 2023.

 

2024 Third Quarter Financial Highlights

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Organic revenues(1) increased by approximately 2% driven by strength in Experiential Services.

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Adjusted EBITDA was $101 million, an 8.1% increase compared to the prior year.

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Management remains focused on disciplined capital allocation with debt and share repurchases of approximately $80 million and $13 million, respectively.

 

“We continued to execute on our operational priorities, which resulted in organic revenue and Adjusted EBITDA growth in the quarter,” said Advantage CEO Dave Peacock. “At the same time, we are making progress on our transformation initiatives to enhance Advantage's core capabilities and maximize operating efficiencies across the business. We remain committed to achieving our 2024 guidance and relentlessly serving our clients through our broad range of interconnected services.”

 

 

 

 

 

Consolidated Financial Summary from Continuing Operations

 

(amounts in thousands)

Three Months Ended September 30,

 

 

Change (Reported)

 

 

Organic(1)

 

 

 

 

2024

 

 

2023

 

 

$

 

%

 

 

%

 

 

 

Total Revenues

$

939,270

 

 

$

1,019,706

 

 

$

(80,436

)

 

(7.9

%)

 

 

2.4

%

 

 

Total Net Loss

$

(37,320

)

 

$

(29,632

)

 

$

(7,688

)

 

(25.9

%)

 

 

 

 

 

Total Adjusted EBITDA

$

100,920

 

 

$

93,317

 

 

$

7,603

 

 

8.1

%

 

 

 

 

 

Adjusted EBITDA Margin

 

10.7

%

 

 

9.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(amounts in thousands)

Nine Months Ended September 30,

 

 

Change (Reported)

 

 

Organic(1)

 

 

 

 

2024

 

 

2023

 

 

$

 

%

 

 

%

 

 

 

Total Revenues

$

2,674,039

 

 

$

2,908,177

 

 

$

(234,138

)

 

(8.1

%)

 

 

2.2

%

 

 

Total Net Loss

$

(200,469

)

 

$

(78,549

)

 

$

(121,920

)

 

(155.2

%)

 

 

 

 

 

Total Adjusted EBITDA

$

261,459

 

 

$

265,423

 

 

$

(3,964

)

 

(1.5

%)

 

 

 

 

 

Adjusted EBITDA Margin

 

9.8

%

 

 

9.1

%

 

 

 

 

 

 

 

 

 

 

 

 

(1)
Excludes ~$105 million and ~$299 million in 3Q’23 and YTD 2023, respectively, related to the deconsolidation of the European JV, which occurred in 4Q’23.

Advantage Solutions Inc. | Page 1


Financial Results

3rd Quarter 2024

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2024 Third Quarter Segment Highlights

 

 

 

 

Segment Financial Summary from Continuing Operations

 

 

Revenues

 

 

Segment

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

 

(amounts in thousands)

2024

 

 

2023

 

 

YoY (Reported)

 

Organic(1)

 

2024

 

 

2023

 

 

YoY (Reported)

 

Organic(1)

 

 

 

 

Branded Services

$

331,357

 

 

$

451,173

 

 

(26.6%)

 

 

(3.3

%)

$

982,752

 

 

$

1,327,135

 

 

(25.9%)

 

 

(3.4

%)

 

 

 

Experiential Services

$

342,731

 

 

$

308,381

 

 

11.1%

 

 

11.1

%

$

969,590

 

 

$

850,722

 

 

14.0%

 

 

 

 

 

 

Retailer Services

$

265,182

 

 

$

260,152

 

 

1.9%

 

 

 

$

721,697

 

 

$

730,320

 

 

(1.2%)

 

 

 

 

 

 

Operating (Loss) Income

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

 

Segment

2024

 

 

2023

 

 

YoY (Reported)

 

2024

 

 

2023

 

 

YoY (Reported)

 

 

 

 

Branded Services

$

(12,210

)

 

$

(599

)

 

Not Meaningful

 

$

(141,608

)

 

$

11,607

 

 

Not Meaningful

 

 

Experiential Services

$

587

 

 

$

1,971

 

 

(70.2%)

 

$

3,398

 

 

$

2,450

 

 

38.7%

 

 

Retailer Services

$

8,446

 

 

$

5,281

 

 

59.9%

 

$

13,824

 

 

$

11,870

 

 

16.5%

 

 

Adjusted EBITDA

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

 

Segment

2024

 

 

2023

 

 

YoY (Reported)

 

2024

 

 

2023

 

 

YoY (Reported)

 

 

 

 

Branded Services

$

48,796

 

 

$

50,710

 

 

(3.8%)

 

$

125,987

 

 

$

154,298

 

 

(18.3%)

 

 

Experiential Services

$

23,299

 

 

$

16,584

 

 

40.5%

 

$

62,603

 

 

$

39,792

 

 

57.3%

 

 

Retailer Services

$

28,825

 

 

$

26,023

 

 

10.8%

 

$

72,869

 

 

$

71,333

 

 

2.2%

 

 

 

 

 

(1)
Excludes ~$105 million and ~$299 million in 3Q’23 and YTD 2023, respectively, related to the deconsolidation of the European JV, which occurred in 4Q’23.

 

Branded Services

 

Experiential Services

 

Retailer Services

img111595218_2.jpg Experienced market softness in line with consumer packaged goods companies and the year-over-year effects of two intentional client exits earlier this year.

img111595218_2.jpg Delivered improved execution and enhanced labor utilization enabled by transformation initiatives.

 

img111595218_3.jpg Strong client demand, including a shift in activity from the fourth quarter, drove double-digit events per day growth and an 11% increase in revenues year-over-year.

img111595218_3.jpg Adjusted EBITDA increased by 41% due to strong event count growth and more efficient execution.

 

img111595218_4.jpg Revenue growth was due to increased activity in merchandising services, aided by a timing benefit from the fourth quarter.

img111595218_4.jpg Focus on execution, talent deployment management and overall costs led to an 11% increase in Adjusted EBITDA.

 

 

 

Advantage Solutions Inc. | Page 2


Financial Results

3rd Quarter 2024

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Cash Flow and Balance Sheet Highlights

 

Highlights

(amounts in millions)

Three Months Ended

September 30, 2024

Adjusted Unlevered Free Cash Flow & as % of Adjusted EBITDA(1)

~$69/67%

Capital Expenditures

~$21

Share Repurchases

~$13 (~3.5 million shares)

Repurchases of Notes and Term Loan Debt

~$80

Net Debt Ratio(1)

3.9x (Trailing 12-months)

 

(1) On a continuing and discontinued operations basis

 

The Company had ~$196 million of cash as of September 30, 2024.
Targeting long-term net leverage ratio to be less than 3.5 times Adjusted EBITDA.
Share repurchases are consistent with Advantage’s capital allocation philosophy to maximize returns for equity holders by deleveraging its balance sheet and investing in the core business to fuel future growth. Management considers share repurchases to manage dilution from employee incentive compensation.

 

Fiscal Year 2024 Outlook

(from Continuing Operations)

 

Revenues

Low single-digit growth

Adjusted EBITDA

Low single-digit growth

Adjusted Unlevered Free Cash Flow Conversion(1)

55% to 65% of Adjusted EBITDA

(High end of the range)

Net Interest Expense (Update)

$150 million to $160 million

($5 million reduction from prior guidance)

Capex (Update)

$65 million to $80 million

(Around the low end of the range)

(1) On a continuing and discontinued operations basis.

 

 

Conference Call Details

Date/Time

Nov. 7, 2024, 8:30 am EST

Dial-in

(10 minutes before the call)

800-243-4136 within the United States or +1-203-518-9843 outside the United States

Dial-in Code: ADVQ3

Webcast

Available at: ADV 3Q 2024 Earnings Webcast

Replay

844-512-2921 within the United States or +1-412-317-6671 outside the United States

Replay ID: 11156956

 

Media Contact: Peter Frost | press@youradv.com

Investor Contact: Ruben Mella | ruben.mella@youradv.com

Advantage Solutions Inc. | Page 3


Financial Results

3rd Quarter 2024

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About Advantage Solutions

Advantage Solutions is the leading omnichannel retail solutions agency in North America, uniquely positioned at the intersection of consumer-packaged goods (CPG) brands and retailers. With its data- and technology-powered services, Advantage leverages its unparalleled insights, expertise and scale to help brands and retailers of all sizes generate demand and get products into the hands of consumers, wherever they shop. Whether it’s creating meaningful moments and experiences in-store and online, optimizing assortment and merchandising, or accelerating e-commerce and digital capabilities, Advantage is the trusted partner that keeps commerce and life moving. Advantage has offices throughout North America and strategic investments and owned operations in select international markets. For more information, please visit YourADV.com.

Included with this press release are the Company’s consolidated and condensed financial statements as of and for the three months and nine months ended September 30, 2024. These financial statements should be read in conjunction with the information contained in the Company’s Quarterly Report on Form 10-Q, to be filed with the Securities and Exchange Commission (the "SEC") on or about Nov. 12, 2024.

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; the COVID-19 pandemic and other 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; 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 SEC on March 1, 2024, 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

Advantage Solutions Inc. | Page 4


Financial Results

3rd Quarter 2024

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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 press release includes certain financial measures not presented in accordance with generally accepted accounting principles (“GAAP”), including Adjusted EBITDA from Continuing Operations, Adjusted EBITDA from Discontinued Operations, Adjusted EBITDA by Segment, Adjusted Unlevered Free Cash Flow and Net Debt. These are not measures of financial performance calculated in accordance with GAAP and may exclude items that are significant in understanding and assessing Advantage’s financial results. Therefore, the measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP, and should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that Advantage’s presentation of these measures may not be comparable to similarly titled measures used by other companies. Reconciliations of historical non-GAAP measures to their most directly comparable GAAP counterparts are included below.

 

Advantage believes these non-GAAP measures provide useful information to management and investors regarding certain financial and business trends relating to Advantage’s financial condition and results of operations. Advantage believes that the use of Adjusted EBITDA from Continuing Operations, Adjusted EBITDA from Discontinued Operations, Adjusted EBITDA by Segment, Adjusted Unlevered Free Cash Flow, and Net Debt provide an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing Advantage’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. Additionally, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore Advantage’s non-GAAP measures may not be directly comparable to similarly titled measures of other companies.

Adjusted EBITDA from Continuing Operations, Adjusted EBITDA from Discontinued Operations and Adjusted EBITDA by Segment are supplemental non-GAAP financial measures of our operating performance. Adjusted EBITDA from Continuing Operations and Adjusted EBITDA from Discontinued Operations mean net (loss) income before (i) interest expense (net), (ii) provision for (benefit from) income taxes, (iii) depreciation, (iv) amortization of intangible assets, (v) impairment of goodwill, (vi) changes in fair value of warrant liability, (vii) stock based compensation expense, (viii) equity-based compensation of Karman Topco L.P., (ix) fair value adjustments of contingent consideration related to acquisitions, (x) acquisition and divestiture related expenses, (xi) (gain) loss on divestitures, (xii) restructuring expenses, (xiii) reorganization expenses, (xiv) litigation expenses (recovery), (xv) costs associated with COVID-19, net of benefits received, (xvi) costs associated with (recovery from) the Take 5 Matter, (xvii) EBITDA for economic interests in investments and (xviii) other adjustments that management believes are helpful in evaluating our operating performance.

Adjusted EBITDA by Segment means, with respect to each segment, operating income (loss) from continuing operations before (i) depreciation, (ii) amortization of intangible assets, (iii) impairment of goodwill, (iv) stock based compensation expense, (v) equity-based compensation of Karman Topco L.P., (vi) fair value adjustments of contingent consideration related to acquisitions, (vii) acquisition and divestiture related expenses, (viii) restructuring expenses, (ix) reorganization expenses, (x) litigation expenses (recovery), (xi) costs associated with COVID-19, net of benefits received, (xii) costs associated with (recovery from) the Take

Advantage Solutions Inc. | Page 5


Financial Results

3rd Quarter 2024

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5 Matter, (xiii) EBITDA for economic interests in investments and (xiv) other adjustments that management believes are helpful in evaluating our operating performance, in each case, attributable to such segment.

Adjusted EBITDA Margin with means Adjusted EBITDA from Continuing Operations divided by total revenues.

Adjusted Unlevered Free Cash Flow represents net cash provided by (used in) operating activities from continuing and discontinued operations less purchase of property and equipment as disclosed in the Statements of Cash Flows further adjusted by (i) cash payments for interest, (ii) cash received from interest rate derivatives, (iii) cash paid for income taxes; (iv) cash paid for acquisition and divestiture related expenses, (v) cash paid for restructuring expenses, (vi) cash paid for reorganization expenses, (vii) cash paid for contingent earnout payments included in operating cash flow, (viii) cash paid for costs associated with COVID-19, net of benefits received, (ix) cash paid for costs associated with the Take 5 Matter, (x) net effect of foreign currency fluctuations on cash, and (xi) other adjustments that management believes are helpful in evaluating our operating performance. Adjusted Unlevered Free Cash Flow as a percentage of Adjusted EBITDA means Adjusted Unlevered Free Cash Flow divided by Adjusted EBITDA from Continuing Operations and Adjusted EBITDA from Discontinued Operations.

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. | Page 6


Financial Results

3rd Quarter 2024

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Advantage Solutions Inc.

Consolidated Statements of Operations

(Unaudited)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

(in thousands, except share and per share data)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

Revenues

 

$

939,270

 

 

$

1,019,706

 

 

$

2,674,039

 

 

$

2,908,177

 

 

Cost of revenues (exclusive of depreciation and amortization shown separately below)

 

 

794,958

 

 

 

892,347

 

 

 

2,298,139

 

 

 

2,552,642

 

 

Selling, general, and administrative expenses

 

 

98,438

 

 

 

68,291

 

 

 

250,377

 

 

 

172,172

 

 

Impairment of goodwill and indefinite-lived assets

 

 

 

 

 

 

 

 

99,670

 

 

 

 

 

Depreciation and amortization

 

 

51,866

 

 

 

52,415

 

 

 

152,931

 

 

 

157,436

 

 

Loss from equity method investments

 

 

(2,815

)

 

 

 

 

 

(2,692

)

 

 

 

 

Total operating expenses

 

 

942,447

 

 

 

1,013,053

 

 

 

2,798,425

 

 

 

2,882,250

 

 

Operating (loss) income from continuing operations

 

 

(3,177

)

 

 

6,653

 

 

 

(124,386

)

 

 

25,927

 

 

Other expenses (income):

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of warrant liabilities

 

 

40

 

 

 

587

 

 

 

(359

)

 

 

587

 

 

Interest expense, net

 

 

38,969

 

 

 

42,275

 

 

 

114,484

 

 

 

119,883

 

 

Total other expenses, net

 

 

39,009

 

 

 

42,862

 

 

 

114,125

 

 

 

120,470

 

 

Loss from continuing operations before income taxes

 

 

(42,186

)

 

 

(36,209

)

 

 

(238,511

)

 

 

(94,543

)

 

Benefit from income taxes from continuing operations

 

 

(4,866

)

 

 

(6,577

)

 

 

(38,042

)

 

 

(15,994

)

 

Net loss from continuing operations

 

 

(37,320

)

 

 

(29,632

)

 

 

(200,469

)

 

 

(78,549

)

 

Net (loss) income from discontinued operations, net of tax

 

 

(5,456

)

 

 

7,050

 

 

 

53,743

 

 

 

443

 

 

Net loss

 

 

(42,776

)

 

 

(22,582

)

 

 

(146,726

)

 

 

(78,106

)

 

Less: net (loss) from continuing operations attributable to noncontrolling interest, net of tax

 

 

 

 

 

1,437

 

 

 

 

 

 

2,346

 

 

Less: net (loss) from discontinued operations attributable to noncontrolling interest, net of tax

 

 

 

 

 

319

 

 

 

2,192

 

 

 

235

 

 

Net (loss) attributable to stockholders of Advantage Solutions Inc.

 

$

(42,776

)

 

$

(24,338

)

 

$

(148,918

)

 

$

(80,687

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic loss per common share from continuing operations

 

$

(0.12

)

 

$

(0.09

)

 

$

(0.62

)

 

$

(0.24

)

 

Basic (loss) earnings per common share from discontinued operations

 

$

(0.02

)

 

$

0.02

 

 

$

0.17

 

 

$

0.00

 

 

Basic loss per common share attributable to stockholders of Advantage Solutions Inc.

 

$

(0.13

)

 

$

(0.07

)

 

$

(0.46

)

 

$

(0.25

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted loss per common share from continuing operations

 

$

(0.12

)

 

$

(0.09

)

 

$

(0.62

)

 

$

(0.24

)

 

Diluted (loss) earnings per common share from discontinued operations

 

$

(0.02

)

 

$

0.02

 

 

$

0.17

 

 

$

0.00

 

 

Diluted loss per common share attributable to stockholders of Advantage Solutions Inc.

 

$

(0.13

)

 

$

(0.07

)

 

$

(0.46

)

 

$

(0.25

)

 

Weighted-average number of common shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

321,080,571

 

 

 

324,706,866

 

 

 

321,774,115

 

 

 

323,353,308

 

 

Diluted

 

 

321,080,571

 

 

 

324,706,866

 

 

 

321,774,115

 

 

 

323,353,308

 

 

 

 

Advantage Solutions Inc. | Page 7


Financial Results

3rd Quarter 2024

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Advantage Solutions Inc.

Consolidated Balance Sheet

(Unaudited)

 

 

 

September 30,

 

 

December 31,

 

(in thousands, except share data)

 

2024

 

 

2023

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

196,098

 

 

$

120,839

 

Restricted cash

 

 

16,372

 

 

 

16,363

 

Accounts receivable, net of allowance for expected credit losses of $16,532 and $29,294, respectively

 

 

667,441

 

 

 

659,499

 

Prepaid expenses and other current assets

 

 

95,286

 

 

 

115,921

 

Current assets of discontinued operations

 

 

 

 

 

99,412

 

Total current assets

 

 

975,197

 

 

 

1,012,034

 

Property and equipment, net

 

 

90,080

 

 

 

64,708

 

Goodwill

 

 

610,532

 

 

 

710,191

 

Other intangible assets, net

 

 

1,419,000

 

 

 

1,551,828

 

Investments in unconsolidated affiliates

 

 

234,008

 

 

 

210,829

 

Other assets

 

 

62,541

 

 

 

43,543

 

Other assets of discontinued operations

 

 

 

 

 

186,190

 

Total assets

 

 

3,391,358

 

 

 

3,779,323

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Current portion of long-term debt

 

$

13,250

 

 

$

13,274

 

Accounts payable

 

 

197,898

 

 

 

172,894

 

Accrued compensation and benefits

 

 

117,103

 

 

 

161,447

 

Other accrued expenses

 

 

155,182

 

 

 

144,415

 

Deferred revenues

 

 

29,500

 

 

 

26,598

 

Current liabilities of discontinued operations

 

 

 

 

 

22,669

 

Total current liabilities

 

 

512,933

 

 

 

541,297

 

Long-term debt, net of current portion

 

 

1,688,213

 

 

 

1,848,118

 

Deferred income tax liabilities

 

 

187,742

 

 

 

204,136

 

Other long-term liabilities

 

 

69,939

 

 

 

74,555

 

Other liabilities of discontinued operations

 

 

 

 

 

7,140

 

Total liabilities

 

 

2,458,827

 

 

 

2,675,246

 

Commitments and contingencies (Note 10)

 

 

 

 

 

 

Equity attributable to stockholders of Advantage Solutions Inc.

 

 

 

 

 

 

Common stock, $0.0001 par value, 3,290,000,000 shares authorized; 320,418,083 and 322,235,261 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

 

 

32

 

 

 

32

 

Additional paid in capital

 

 

3,459,252

 

 

 

3,449,261

 

Accumulated deficit

 

 

(2,463,568

)

 

 

(2,314,650

)

Loans to Karman Topco L.P.

 

 

(6,868

)

 

 

(6,387

)

Accumulated other comprehensive loss

 

 

(3,301

)

 

 

(3,945

)

Treasury stock, at cost; 12,400,075 and 3,600,075 shares as of September 30, 2024 and December 31, 2023, respectively

 

 

(53,016

)

 

 

(18,949

)

Total equity attributable to stockholders of Advantage Solutions Inc.

 

 

932,531

 

 

 

1,105,362

 

Nonredeemable noncontrolling interest

 

 

 

 

 

(1,285

)

Total stockholders' equity

 

 

932,531

 

 

 

1,104,077

 

Total liabilities and stockholders' equity

 

$

3,391,358

 

 

$

3,779,323

 

 

 

 

 

 

 

 

 

Advantage Solutions Inc. | Page 8


Financial Results

3rd Quarter 2024

img111595218_0.jpg

 

 

 

 

 

 

 

 

 

 

 

Advantage Solutions Inc.

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

Nine Months Ended September 30,

 

 

(in thousands)

 

2024

 

 

2023

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net loss

 

$

(146,726

)

 

$

(78,106

)

 

Net (loss) income from discontinued operations, net of tax

 

 

53,743

 

 

 

443

 

 

Net loss from continuing operations

 

 

(200,469

)

 

 

(78,549

)

 

Adjustments to reconcile net loss to net cash provided by operating activities

 

 

 

 

 

 

 

Noncash interest income (expense)

 

 

1,664

 

 

 

(12,699

)

 

Deferred financing fees related to repricing of long-term debt

 

 

1,079

 

 

 

 

 

Amortization of deferred financing fees

 

 

5,137

 

 

 

6,387

 

 

Impairment of goodwill and indefinite-lived assets

 

 

99,670

 

 

 

 

 

Depreciation and amortization

 

 

152,931

 

 

 

157,436

 

 

Change in fair value of warrant liability

 

 

(359

)

 

 

587

 

 

Fair value adjustments related to contingent consideration

 

 

1,678

 

 

 

10,487

 

 

Deferred income taxes

 

 

(16,241

)

 

 

(56,986

)

 

Equity-based compensation of Karman Topco L.P.

 

 

(658

)

 

 

(3,278

)

 

Stock-based compensation

 

 

24,224

 

 

 

29,401

 

 

Loss from equity method investments

 

 

(2,692

)

 

 

(4,132

)

 

Distribution received from equity method investments

 

 

3,289

 

 

 

1,611

 

 

Gain on repurchases of Senior Secured Notes and Term Loan Facility debt

 

 

(9,141

)

 

 

(5,241

)

 

Loss on disposal of property and equipment

 

 

775

 

 

 

782

 

 

Changes in operating assets and liabilities, net of effects from divestitures:

 

 

 

 

 

 

 

Accounts receivable, net

 

 

(9,550

)

 

 

19,816

 

 

Prepaid expenses and other assets

 

 

30,567

 

 

 

87,368

 

 

Accounts payable

 

 

25,435

 

 

 

(1,883

)

 

Accrued compensation and benefits

 

 

(43,849

)

 

 

(13,511

)

 

Deferred revenues

 

 

2,992

 

 

 

14,686

 

 

Other accrued expenses and other liabilities

 

 

11,527

 

 

 

20,294

 

 

Net cash provided by operating activities from continuing operations

 

 

78,009

 

 

 

172,576

 

 

Net cash provided by operating activities from discontinued operations

 

 

6,437

 

 

 

8,227

 

 

Net cash provided by operating activities

 

 

84,446

 

 

 

180,803

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

Purchase of investments in unconsolidated affiliates

 

 

(13,932

)

 

 

(3,023

)

 

Purchase of property and equipment

 

 

(50,358

)

 

 

(24,424

)

 

Proceeds from divestitures, net of cash

 

 

275,717

 

 

 

12,763

 

 

Proceeds from sale of investments in unconsolidated affiliates

 

 

 

 

 

4,428

 

 

Net cash provided by (used in) investing activities from continuing operations

 

 

211,427

 

 

 

(10,256

)

 

Net cash used in investing activities from discontinued operations

 

 

(7,304

)

 

 

(5,234

)

 

Net cash provided by (used in) investing activities

 

 

204,123

 

 

 

(15,490

)

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

Borrowings under lines of credit

 

 

 

 

 

77,884

 

 

Payments on lines of credit

 

 

 

 

 

(77,222

)

 

Principal payments on long-term debt

 

 

(9,938

)

 

 

(10,172

)

 

Repurchases of Senior Secured Notes and Term Loan Facility debt

 

 

(147,122

)

 

 

(103,954

)

 

Debt issuance costs

 

 

(971

)

 

 

 

 

Proceeds from issuance of common stock

 

 

2,294

 

 

 

2,248

 

 

Payments for taxes related to net share settlement under 2020 Incentive Award Plan

 

 

(11,663

)

 

 

(1,277

)

 

Contingent consideration payments

 

 

(5,655

)

 

 

(1,867

)

 

Holdback payments

 

 

 

 

 

(656

)

 

Redemption of noncontrolling interest

 

 

 

 

 

(154

)

 

Purchase of treasury stock

 

 

(34,067

)

 

 

 

 

Net cash used in financing activities from continuing operations

 

 

(207,122

)

 

 

(115,170

)

 

Net cash (used in) provided by financing activities from discontinued operations

 

 

(4,362

)

 

 

397

 

 

Net cash used in financing activities

 

 

(211,484

)

 

 

(114,773

)

 

Net effect of foreign currency changes on cash from continuing operations

 

 

(1,405

)

 

 

655

 

 

Net effect of foreign currency changes on cash from discontinued operations

 

 

(412

)

 

 

(2,017

)

 

Net effect of foreign currency changes on cash

 

 

(1,817

)

 

 

(1,362

)

 

Net change in cash, cash equivalents and restricted cash

 

 

75,268

 

 

 

49,178

 

 

Cash, cash equivalents and restricted cash, beginning of period

 

 

137,202

 

 

 

138,532

 

 

Cash, cash equivalents and restricted cash, end of period

 

 

212,470

 

 

 

187,710

 

 

Less: Cash, cash equivalents and restricted cash of discontinued operations

 

 

 

 

 

4,024

 

 

Cash, cash equivalents and restricted cash, end of period

 

$

212,470

 

 

$

183,686

 

 

 

 

Advantage Solutions Inc. | Page 9


Financial Results

3rd Quarter 2024

img111595218_0.jpg

 

 

 

 

 

 

 

 

 

 

 

 

Advantage Solutions Inc.

Reconciliation of Net Income (Loss) to Adjusted EBITDA

(Unaudited)

 

Continuing Operations

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

(in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net loss from continuing operations

 

$

(37,320

)

 

$

(29,632

)

 

$

(200,469

)

 

$

(78,549

)

Add:

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

38,969

 

 

 

42,275

 

 

 

114,484

 

 

 

119,883

 

Benefit from income taxes from continuing operations

 

 

(4,866

)

 

 

(6,577

)

 

 

(38,042

)

 

 

(15,994

)

Depreciation and amortization

 

 

51,866

 

 

 

52,415

 

 

 

152,931

 

 

 

157,436

 

Impairment of goodwill and indefinite-lived assets

 

 

 

 

 

 

 

 

99,670

 

 

 

 

Changes in fair value of warrant liability

 

 

40

 

 

 

587

 

 

 

(359

)

 

 

587

 

Stock-based compensation expense (a)

 

 

8,143

 

 

 

8,983

 

 

 

24,225

 

 

 

29,400

 

Equity-based compensation of Karman Topco L.P. (b)

 

 

(178

)

 

 

209

 

 

 

(658

)

 

 

(3,278

)

Fair value adjustments related to contingent consideration related to acquisitions (c)

 

 

 

 

 

1,518

 

 

 

1,678

 

 

 

10,487

 

Acquisition and divestiture related expenses (d)

 

 

127

 

 

 

332

 

 

 

(1,207

)

 

 

3,064

 

Restructuring expenses (e)

 

 

24,118

 

 

 

 

 

 

24,118

 

 

 

 

Reorganization expenses (f)

 

 

18,637

 

 

 

21,372

 

 

 

73,980

 

 

 

38,304

 

Litigation (recovery) expenses (g)

 

 

(1,713

)

 

 

4,314

 

 

 

(2,422

)

 

 

8,664

 

Costs associated with COVID-19, net of benefits received (h)

 

 

 

 

 

(49

)

 

 

 

 

 

3,285

 

Costs associated with the Take 5 Matter, net of (recoveries) (i)

 

 

385

 

 

 

53

 

 

 

1,081

 

 

 

(1,443

)

EBITDA for economic interests in investments(j)

 

 

2,712

 

 

 

(2,483

)

 

 

12,449

 

 

 

(6,423

)

Adjusted EBITDA from Continuing Operations

 

$

100,920

 

 

$

93,317

 

 

$

261,459

 

 

$

265,423

 

 

Discontinued Operations

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

(in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net (loss) income from discontinued operations, net of tax

 

$

(5,456

)

 

$

7,050

 

 

$

53,743

 

 

$

443

 

Add:

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

 

 

 

26

 

 

 

48

 

 

 

69

 

Provision for income taxes from discontinued operations

 

 

29,511

 

 

 

2,254

 

 

 

41,371

 

 

 

3,559

 

Depreciation and amortization

 

 

204

 

 

 

4,050

 

 

 

4,695

 

 

 

12,871

 

Loss on divestitures (k)

 

 

(25,065

)

 

 

2,553

 

 

 

(95,261

)

 

 

20,208

 

Stock-based compensation expense (a)

 

 

(1,576

)

 

 

1,091

 

 

 

(2,808

)

 

 

3,109

 

Fair value adjustments related to contingent consideration related to acquisitions (c)

 

 

 

 

 

713

 

 

 

1,883

 

 

 

1,104

 

Acquisition and divestiture related expenses (d)

 

 

2,434

 

 

 

1,259

 

 

 

5,537

 

 

 

1,456

 

Reorganization expenses (f)

 

 

2,250

 

 

 

1,044

 

 

 

9,535

 

 

 

1,099

 

EBITDA for economic interests in investments(j)

 

 

 

 

 

(208

)

 

 

(384

)

 

 

89

 

Adjusted EBITDA from Discontinued Operations

 

$

2,302

 

 

$

19,832

 

 

$

18,359

 

 

$

44,007

 

 

 

 

 

 

 

 

 

 

 

 

 

Advantage Solutions Inc. | Page 10


Financial Results

3rd Quarter 2024

img111595218_0.jpg

 

 

 

 

 

 

 

 

 

 

 

Advantage Solutions Inc.

Reconciliation of Operating Income (Loss) to Adjusted EBITDA by Segment

(Unaudited)

 

Branded Services segment

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

(in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Operating (loss) income

 

$

(12,210

)

 

$

(599

)

 

$

(141,608

)

 

$

11,607

 

Add:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

33,087

 

 

 

35,369

 

 

 

97,401

 

 

 

106,550

 

Impairment of goodwill

 

 

 

 

 

 

 

 

99,670

 

 

 

 

Stock-based compensation expense (a)

 

 

1,829

 

 

 

3,689

 

 

 

8,552

 

 

 

11,309

 

Equity-based compensation of Karman Topco L.P. (b)

 

 

402

 

 

 

275

 

 

 

924

 

 

 

(1,209

)

Fair value adjustments related to contingent consideration related to acquisitions (c)

 

 

 

 

 

1,518

 

 

 

1,678

 

 

 

10,471

 

Acquisition and divestiture related expenses (d)

 

 

49

 

 

 

159

 

 

 

153

 

 

 

1,484

 

Restructuring expenses (e)

 

 

15,392

 

 

 

 

 

 

15,392

 

 

 

 

Reorganization expenses (f)

 

 

6,959

 

 

 

10,730

 

 

 

29,863

 

 

 

20,280

 

Litigation expenses (g)

 

 

191

 

 

 

1,994

 

 

 

432

 

 

 

1,994

 

Costs associated with COVID-19, net of benefits received (h)

 

 

 

 

 

6

 

 

 

 

 

 

(326

)

Costs associated with the Take 5 Matter, net of (recoveries) (i)

 

 

385

 

 

 

53

 

 

 

1,081

 

 

 

(1,443

)

EBITDA for economic interests in investments(j)

 

 

2,712

 

 

 

(2,484

)

 

 

12,449

 

 

 

(6,419

)

Branded Services segment Adjusted EBITDA

 

$

48,796

 

 

$

50,710

 

 

$

125,987

 

 

$

154,298

 

 

Experiential Services segment

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

(in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Operating income

 

$

587

 

 

$

1,971

 

 

$

3,398

 

 

$

2,450

 

Add:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

10,289

 

 

 

9,221

 

 

 

31,224

 

 

 

27,286

 

Stock-based compensation expense (a)

 

 

3,371

 

 

 

(778

)

 

 

7,469

 

 

 

(1,860

)

Equity-based compensation of Karman Topco L.P. (b)

 

 

(281

)

 

 

(29

)

 

 

(783

)

 

 

(934

)

Fair value adjustments related to contingent consideration related to acquisitions (c)

 

 

 

 

 

 

 

 

 

 

 

7

 

Acquisition and divestiture related expenses (d)

 

 

32

 

 

 

19

 

 

 

37

 

 

 

441

 

Restructuring expenses (e)

 

 

3,430

 

 

 

 

 

 

3,430

 

 

 

 

Reorganization expenses (f)

 

 

5,670

 

 

 

4,960

 

 

 

17,394

 

 

 

8,230

 

Litigation expenses (g)

 

 

201

 

 

 

1,276

 

 

 

434

 

 

 

1,276

 

Costs associated with COVID-19, net of benefits received (h)

 

 

 

 

 

(56

)

 

 

 

 

 

2,896

 

Experiential Services segment Adjusted EBITDA

 

$

23,299

 

 

$

16,584

 

 

$

62,603

 

 

$

39,792

 

 

Retailer Services segment

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

(in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Operating income

 

$

8,446

 

 

$

5,281

 

 

$

13,824

 

 

$

11,870

 

Add:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

8,490

 

 

 

7,825

 

 

 

24,306

 

 

 

23,600

 

Stock-based compensation expense (a)

 

 

2,943

 

 

 

6,072

 

 

 

8,204

 

 

 

19,951

 

Equity-based compensation of Karman Topco L.P. (b)

 

 

(299

)

 

 

(37

)

 

 

(799

)

 

 

(1,135

)

Fair value adjustments related to contingent consideration related to acquisitions (c)

 

 

 

 

 

 

 

 

 

 

 

9

 

Acquisition and divestiture related expenses (d)

 

 

46

 

 

 

154

 

 

 

(1,397

)

 

 

1,139

 

Restructuring expenses (e)

 

 

5,296

 

 

 

 

 

 

5,296

 

 

 

 

Reorganization expenses (f)

 

 

6,008

 

 

 

5,682

 

 

 

26,723

 

 

 

9,794

 

Litigation (recovery) expenses (g)

 

 

(2,105

)

 

 

1,044

 

 

 

(3,288

)

 

 

5,394

 

Costs associated with COVID-19, net of benefits received (h)

 

 

 

 

 

1

 

 

 

 

 

 

715

 

EBITDA for economic interests in investments

 

 

 

 

 

1

 

 

 

 

 

 

(4

)

Retailer Services segment Adjusted EBITDA

 

$

28,825

 

 

$

26,023

 

 

$

72,869

 

 

$

71,333

 

 

 

 

 

 

 

 

 

 

 

 

 

Advantage Solutions Inc. | Page 11


Financial Results

3rd Quarter 2024

img111595218_0.jpg

 

 

 

 

 

 

 

 

 

 

 

(a)

Represents non-cash compensation expense related to performance stock units, restricted stock units, and stock options under the 2020 Advantage Solutions Incentive Award Plan and the Advantage Solutions 2020 Employee Stock Purchase Plan.

(b)

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

(c)

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

(d)

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

(e)

Restructuring charges including programs designed to integrate and reduce costs intended to further improve efficiencies in operational activities and align cost structures consistent with revenue levels associated with business changes. Restructuring expenses include costs associated with the Voluntary Early Retirement Program (“VERP”) and employee termination benefits associated with a reduction-in-force ("2024 RIF") and other optimization initiatives.

(f)

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

(g)

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

(h)

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

(i)

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

(j)

Represents additions to reflect our proportional share of Adjusted EBITDA related to our equity method investments and reductions to remove the Adjusted EBITDA related to the minority ownership percentage of the entities that we fully consolidate in our financial statements.

 

Advantage Solutions Inc. | Page 12


Financial Results

3rd Quarter 2024

img111595218_0.jpg

 

 

 

 

 

 

 

 

 

 

 

 

Advantage Solutions Inc.

Net Debt and Adjusted Unlevered Free Cash Flow Reconciliation

(Unaudited)

 

(amounts in thousands)

 

Three Months Ended September 30, 2024

 

Current portion of long-term debt

 

$

13,250

 

Long-term debt, net of current portion

 

 

1,688,213

 

Less: Debt issuance costs

 

 

22,932

 

Total Debt

 

 

1,724,395

 

Less: Cash and cash equivalents

 

 

(196,098

)

Total Net Debt

 

$

1,528,297

 

 

 

 

 

LTM Adjusted EBITDA from Continuing and Discontinued Operations

 

$

394,734

 

Net Debt / LTM Adjusted EBITDA ratio

 

 

3.9

x

 

 

 

 

 

(amounts in thousands)

 

Three Months Ended September 30, 2024

 

Net cash (used in) provided by operating activities

 

$

34,023

 

Less:

 

 

 

Purchase of property and equipment

 

 

(20,517

)

Cash received from interest rate derivatives

 

 

(7,996

)

Add:

 

 

 

Cash payments for interest

 

 

24,444

 

Cash payments for income taxes

 

 

4,861

 

Cash paid for acquisition and divestiture related expenses (l)

 

 

3,741

 

Cash paid for restructuring expenses (m)

 

 

3,061

 

Cash paid for reorganization expenses (n)

 

 

25,840

 

Cash paid for contingent consideration included in operating activities (o)

 

 

 

Cash paid (received) for costs associated with (recovery from) the Take 5 Matter (p)

 

 

383

 

Net effect of foreign currency fluctuations on cash

 

 

1,197

 

Adjusted Unlevered Free Cash Flow

 

$

69,037

 

 

 

 

 

Numerator - Adjusted Unlevered Free Cash Flow

 

$

69,037

 

Denominator - Adjusted EBITDA from Continuing and Discontinued Operations (q)

 

$

103,222

 

Adjusted Unlevered Free Cash Flow as a percentage of Adjusted EBITDA

 

 

66.9

%

 

 

 

 

 

Advantage Solutions Inc. | Page 13


Financial Results

3rd Quarter 2024

img111595218_0.jpg

 

 

 

 

 

 

 

 

 

 

 

Advantage Solutions Inc.

Reconciliation Net Income (Loss) to LTM Adjusted EBITDA

(Unaudited)

 

(amounts in thousands)

 

LTM Period Ended September 30, 2024

 

 

 

 

 

Net Loss

 

$

(128,938

)

Add:

 

 

 

Interest expense, net

 

 

160,382

 

(Benefit from) provision for income taxes

 

 

(13,244

)

Depreciation and amortization

 

 

212,016

 

Impairment of goodwill and indefinite-lived assets

 

 

143,170

 

Gain on deconsolidation of subsidiaries

 

 

(58,891

)

(Gain) loss on divestitures (k)

 

 

(96,401

)

Change in fair value of warrant liability

 

 

(1,232

)

Stock-based compensation expense (a)

 

 

31,787

 

Equity-based compensation of Karman Topco L.P. (b)

 

 

96

 

Fair value adjustments related to contingent consideration related to acquisitions (c)

 

 

2,332

 

Acquisitions and divestiture related expenses (d)

 

 

6,833

 

Restructuring expenses (e)

 

 

24,118

 

Reorganization expenses (e)

 

 

101,133

 

Litigation expenses (recovery) (g)

 

 

(1,567

)

Costs associated with (recovery from) the Take 5 Matter (i)

 

 

1,144

 

EBITDA for economic interests in investments (j)

 

 

11,996

 

Total LTM Adjusted EBITDA from Continuing and Discontinued Operations(q)

 

$

394,734

 

 

 

 

 

 

(a)

Represents non-cash compensation expense related to performance stock units, restricted stock units, and stock options under the 2020 Advantage Solutions Incentive Award Plan and the Advantage Solutions 2020 Employee Stock Purchase Plan.

(b)

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

(c)

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

(d)

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

(e)

Restructuring charges including programs designed to integrate and reduce costs intended to further improve efficiencies in operational activities and align cost structures consistent with revenue levels associated with business changes. Restructuring expenses include costs associated with the Voluntary Early Retirement Program (“VERP”) and employee termination benefits associated with a reduction-in-force ("2024 RIF") and other optimization initiatives.

(f)

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

(g)

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

(h)

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

(i)

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

(j)

Represents additions to reflect our proportional share of Adjusted EBITDA related to our equity method investments and reductions to remove the Adjusted EBITDA related to the minority ownership percentage of the entities that we fully consolidate in our financial statements.

(k)

Represents losses on disposal of assets related to divestitures and losses on sale of businesses and assets held for sale, less cost to sell.

(l)

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

(m)

Represents cash paid for restructuring charges including programs designed to integrate and reduce costs intended to further improve efficiencies in operational activities and align cost structures consistent with revenue levels associated with business changes. Restructuring expenses include costs associated with the Voluntary Early Retirement Program (“VERP”) and employee termination benefits associated with a reduction-in-force ("2024 RIF") and other optimization initiatives.

(n)

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

(o)

Represents cash paid included in operating cash flow for our contingent consideration liabilities related to our acquisitions.

(p)

Represents cash paid for costs associated with the Take 5 Matter, primarily, professional fees and other related costs.

(q)

Represents unaudited periods October 1, 2023 to September 30, 2024 to sum up to the last twelve months of financials inclusive of discontinued operations (summations are unaudited).

 

Advantage Solutions Inc. | Page 14