[10-Q] Advantage Solutions Inc. Quarterly Earnings Report
Advantage Solutions (ADV) filed its Q3 report showing steadier operations with a smaller top line. Revenue was $915.0 million, down slightly from $939.3 million a year ago. Operating income improved to $40.2 million from a prior-year loss as selling, general and administrative costs fell and interest expense eased. Net income reached $20.6 million, or $0.06 per diluted share, aided in part by a discrete tax benefit tied to newly enacted legislation.
By segment, Experiential Services grew to $377.7 million, while Branded Services and Retailer Services declined to $288.8 million and $248.5 million, respectively. Year to date, revenue was $2.61 billion and the company posted a continuing-operations net loss of $66.0 million, reflecting earlier-period headwinds.
Cash and cash equivalents were $201.1 million. Long-term debt (net of current portion) was $1.66 billion, and the company reported compliance with debt covenants. ADV received $22.5 million from a prior business sale and recorded an $8.5 million gain on divestiture. After quarter-end, all public and private warrants expired with no intrinsic value, extinguishing the related liability. Shares outstanding were 326.3 million as of November 4, 2025.
- None.
- None.
Insights
Margin discipline improved results despite softer sales.
ADV delivered a year-over-year swing to operating profit on lower SG&A and reduced interest expense. Q3 revenue slipped to
Balance sheet leverage remains notable with long-term debt of
Subsequent warrant expiration (no intrinsic value) removes a small liability. Actual impact on future quarters will hinge on segment demand trends and cost control; subsequent filings may specify how the recent tax law changes affect the full-year rate.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of |
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(I.R.S. Employer |
(Address of principal executive offices)
(
(Registrant’s telephone number, including area code)
8001 Forsyth Boulevard, Suite 1025
Clayton, Missouri 63105
(Former address of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
As of November 4, 2025, the registrant had
Advantage Solutions Inc.
TABLE OF CONTENTS
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PART I—FINANCIAL INFORMATION |
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3 |
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Item 1. Financial Statements (Unaudited) |
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3 |
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Condensed Consolidated Balance Sheets |
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Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) |
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4 |
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Condensed Consolidated Statements of Stockholders’ Equity |
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5 |
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Condensed Consolidated Statements of Cash Flows |
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7 |
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Notes to the Condensed Consolidated Financial Statements |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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22 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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36 |
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Item 4. Controls and Procedures |
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36 |
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PART II—OTHER INFORMATION |
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37 |
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Item 1. Legal Proceedings |
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37 |
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Item 1A. Risk Factors |
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38 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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38 |
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Item 3. Defaults Upon Senior Securities |
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38 |
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Item 4. Mine Safety Disclosures |
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38 |
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Item 5. Other Information |
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38 |
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Item 6. Exhibits |
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39 |
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Signatures |
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40 |
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2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ADVANTAGE SOLUTIONS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share data) |
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September 30, 2025 |
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December 31, 2024 |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Accounts receivable, net of allowance for expected credit losses of $ |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Goodwill |
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Other intangible assets, net |
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Investments in unconsolidated affiliates |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities |
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Current portion of long-term debt |
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$ |
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$ |
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Accounts payable |
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Accrued compensation and benefits |
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Other accrued expenses |
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Deferred revenues |
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Total current liabilities |
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Long-term debt, net of current portion |
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Deferred income tax liabilities |
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Other long-term liabilities |
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Total liabilities |
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Commitments and contingencies (Note 9) |
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Equity attributable to stockholders of Advantage Solutions Inc. |
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Common stock, $ |
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Additional paid in capital |
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Accumulated deficit |
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( |
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Loans to Karman Topco L.P. |
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( |
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( |
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Accumulated other comprehensive loss |
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( |
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( |
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Treasury stock, at cost; |
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( |
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( |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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See Notes to the Condensed Consolidated Financial Statements.
3
ADVANTAGE SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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(in thousands, except share and per share data) |
2025 |
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2024 |
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2025 |
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2024 |
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Revenues |
$ |
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$ |
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$ |
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$ |
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Cost of revenues (exclusive of depreciation and amortization shown separately below) |
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Selling, general, and administrative expenses |
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Impairment of goodwill |
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Depreciation and amortization |
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Income from equity method investments |
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( |
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Gain on divestiture |
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( |
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Total operating expenses |
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Operating income (loss) from continuing operations |
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Other expenses (income): |
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Change in fair value of warrant liabilities |
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( |
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( |
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Interest expense, net |
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Total other expenses, net |
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Income (loss) from continuing operations before benefit from income taxes |
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( |
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( |
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( |
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Benefit from income taxes from continuing operations |
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( |
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( |
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( |
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( |
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Net income (loss) from continuing operations |
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( |
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( |
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Net (loss) income from discontinued operations, net of tax |
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( |
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Net income (loss) |
$ |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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Less: net income from discontinued operations attributable to noncontrolling interest, net of tax |
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Net income (loss) attributable to stockholders of Advantage Solutions Inc. |
$ |
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$ |
( |
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$ |
( |
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$ |
( |
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Net income (loss) per common share: |
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Basic income (loss) per common share from continuing operations attributable to stockholders of Advantage Solutions Inc. |
$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Basic (loss) income per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc. |
$ |
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$ |
( |
) |
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$ |
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$ |
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Diluted net income (loss) per share: |
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Diluted income (loss) per common share from continuing operations attributable to stockholders of Advantage Solutions Inc. |
$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Diluted (loss) income per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc. |
$ |
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$ |
( |
) |
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$ |
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$ |
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Weighted-average number of common shares: |
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Basic |
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Diluted |
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Comprehensive Income (Loss): |
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Net income (loss) attributable to stockholders of Advantage Solutions Inc. |
$ |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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Other comprehensive income (loss), net of tax: |
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Foreign currency translation adjustments |
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( |
) |
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Total comprehensive income (loss) attributable to stockholders of Advantage Solutions Inc. |
$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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See Notes to the Condensed Consolidated Financial Statements.
4
ADVANTAGE SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
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Accumulated |
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Additional |
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Other |
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Total |
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Common Stock |
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Treasury Stock |
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Paid-in |
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Accumulated |
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Loans to |
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Comprehensive |
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Stockholders' |
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(in thousands, except share data) |
Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Topco |
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Loss |
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Equity |
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Balance at July 1, 2025 |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
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Comprehensive income (loss) |
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Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Foreign currency translation adjustments |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Total comprehensive income (loss) |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Interest on loans to Karman Topco L.P. |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Shares issued under 2020 Employee Stock Purchase Plan |
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— |
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— |
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— |
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— |
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— |
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— |
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Payments for taxes related to net share settlement under 2020 Incentive Award Plan |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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— |
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( |
) |
Shares issued under 2020 Incentive Award Plan |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance at September 30, 2025 |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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$ |
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Accumulated |
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Additional |
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Other |
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Total |
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Common Stock |
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Treasury Stock |
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Paid-in |
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Accumulated |
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Loans to |
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Comprehensive |
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Stockholders' |
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(in thousands, except share data) |
Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Topco |
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Loss |
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Equity |
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Balance at July 1, 2024 |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
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Comprehensive (loss) income |
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Net (loss) income |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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( |
) |
Foreign currency translation adjustments |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Total comprehensive loss |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
Interest on loans to Karman Topco L.P. |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Purchase of treasury stock |
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( |
) |
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— |
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( |
) |
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— |
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— |
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— |
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— |
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( |
) |
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Equity-based compensation of Karman Topco L.P. |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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|
— |
|
|
|
( |
) |
Shares issued under 2020 Employee Stock Purchase Plan |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Payments for taxes related to net share settlement under 2020 Incentive Award Plan |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Shares issued under 2020 Incentive Award Plan |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock-based compensation expense |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Balance at September 30, 2024 |
|
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
See Notes to the Condensed Consolidated Financial Statements.
5
ADVANTAGE SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
Other |
|
|
Total |
|
|||||||||
|
Common Stock |
|
|
Treasury Stock |
|
|
Paid-in |
|
|
Accumulated |
|
|
Loans to |
|
|
Comprehensive |
|
|
Stockholders' |
|
|||||||||||||||
(in thousands, except share data) |
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Topco |
|
|
Income (Loss) |
|
|
Equity |
|
|||||||||
Balance at January 1, 2025 |
|
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
Comprehensive (loss) income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net (loss) income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Foreign currency translation adjustments |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Total comprehensive (loss) income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Interest on loans to Karman Topco L.P. |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Purchase of treasury stock |
|
( |
) |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Equity-based compensation of Karman Topco L.P. |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Shares issued under 2020 Employee Stock Purchase Plan |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Payments for taxes related to net share settlement under 2020 Incentive Award Plan |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Shares issued under 2020 Incentive Award Plan |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Stock-based compensation expense |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Balance at September 30, 2025 |
|
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
Advantage |
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
Other |
|
|
Solutions Inc. |
|
|
|
|
|
Total |
|
|||||||||||
|
Common Stock |
|
|
Treasury Stock |
|
|
Paid-in |
|
|
Accumulated |
|
|
Loans to |
|
|
Comprehensive |
|
|
Stockholders' |
|
|
Noncontrolling |
|
|
Stockholders' |
|
|||||||||||||||||
(in thousands, except share data) |
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Topco |
|
|
Income (Loss) |
|
|
Equity |
|
|
Interest |
|
|
Equity |
|
|||||||||||
Balance at January 1, 2024 |
|
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||
Comprehensive (loss) income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net (loss) income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Foreign currency translation adjustments |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total comprehensive (loss) income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Interest on loans to Karman Topco L.P. |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Purchase of treasury stock |
|
( |
) |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Equity-based compensation of Karman Topco L.P. |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Shares issued under 2020 Employee Stock Purchase Plan |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Payments for taxes related to net share settlement under 2020 Incentive Award Plan |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Shares issued under 2020 Incentive Award Plan |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Sale of a business |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Stock-based compensation expense |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Balance at September 30, 2024 |
|
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
See Notes to the Condensed Consolidated Financial Statements.
6
ADVANTAGE SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
Nine Months Ended September 30, |
|
|||||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
||
Net loss from continuing operations |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash provided by operating activities |
|
|
|
|
|
|
||
Non-cash mark-to-market adjustments on derivatives and non-cash interest expense |
|
|
( |
) |
|
|
|
|
Deferred financing fees related to repricing of long-term debt |
|
|
|
|
|
|
||
Amortization of deferred financing fees |
|
|
|
|
|
|
||
Impairment of goodwill |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Change in fair value of warrant liability |
|
|
( |
) |
|
|
( |
) |
Fair value adjustments related to contingent consideration |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
( |
) |
|
|
( |
) |
Equity-based compensation of Karman Topco L.P. |
|
|
( |
) |
|
|
( |
) |
Stock-based compensation |
|
|
|
|
|
|
||
Income from equity method investments |
|
|
( |
) |
|
|
( |
) |
Distribution received from equity method investments |
|
|
|
|
|
|
||
Gain on divestiture |
|
|
( |
) |
|
|
|
|
Gain on repurchases of Senior Secured Notes and Term Loan Facility debt |
|
|
( |
) |
|
|
( |
) |
Loss on disposal of property and equipment |
|
|
|
|
|
|
||
Changes in operating assets and liabilities, net of effects from divestitures: |
|
|
|
|
|
|
||
Accounts receivable, net |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses and other assets |
|
|
( |
) |
|
|
|
|
Accounts payable |
|
|
|
|
|
|
||
Accrued compensation and benefits |
|
|
( |
) |
|
|
( |
) |
Deferred revenues |
|
|
|
|
|
|
||
Other accrued expenses and other liabilities |
|
|
( |
) |
|
|
|
|
Net cash provided by operating activities |
|
|
|
|
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
||
Purchase of investments in unconsolidated affiliates |
|
|
( |
) |
|
|
( |
) |
Purchase of property and equipment |
|
|
( |
) |
|
|
( |
) |
Proceeds from divestitures, net of cash received |
|
|
|
|
|
|
||
Net cash (used in) provided by investing activities |
|
|
( |
) |
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
||
Borrowings under lines of credit |
|
|
|
|
|
|
||
Payments on lines of credit |
|
|
( |
) |
|
|
|
|
Principal payments on long-term debt |
|
|
( |
) |
|
|
( |
) |
Repurchases of Senior Secured Notes and Term Loan Facility debt |
|
|
( |
) |
|
|
( |
) |
Debt issuance costs |
|
|
|
|
|
( |
) |
|
Deferred consideration paid for purchases in unconsolidated affiliates |
|
|
( |
) |
|
|
|
|
Deferred proceeds received from sale of Jun Group and contingent consideration payments |
|
|
|
|
|
( |
) |
|
Proceeds from issuance of common stock |
|
|
|
|
|
|
||
Payments for taxes related to net share settlement under 2020 Incentive Award Plan |
|
|
( |
) |
|
|
( |
) |
Purchase of treasury stock |
|
|
( |
) |
|
|
( |
) |
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Net effect of foreign currency changes on cash, cash equivalents and restricted cash |
|
|
|
|
|
( |
) |
|
Net change in cash, cash equivalents and restricted cash |
|
|
( |
) |
|
|
|
|
Cash, cash equivalents and restricted cash, beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash, end of period |
|
$ |
|
|
$ |
|
||
SUPPLEMENTAL CASH FLOW INFORMATION |
|
|
|
|
|
|
||
Purchases of property and equipment recorded in accounts payable and accrued expenses |
|
$ |
|
|
$ |
|
||
See Notes to the Condensed Consolidated Financial Statements.
7
ADVANTAGE SOLUTIONS INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Organization and Significant Accounting Policies
Advantage Solutions Inc. (the “Company”) is a provider of outsourced solutions to consumer goods companies and retailers. The Company’s Class A common stock is listed on the Nasdaq Global Select Market under the symbol “ADV” and warrants to purchase the Class A common stock at an exercise price of $
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The unaudited condensed consolidated financial statements do not include all of the information required by accounting principles generally accepted in the United States (“GAAP”). The Condensed Consolidated Balance Sheet at December 31, 2024 was derived from the audited Consolidated Balance Sheet at that date and does not include all the disclosures required by GAAP. In the opinion of management, all adjustments which are of a normal recurring nature and necessary for a fair statement of the results as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 have been reflected in the condensed consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2024 and the related footnotes thereto. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period.
As of January 1, 2024, the Company reorganized its portfolio of businesses into a new, simplified structure that more closely aligns its business capabilities with economic buyers. The Company's revised operating and reportable segments consist of Branded Services, Experiential Services, and Retailer Services. As a result of this reorganization, the Company identified non-core businesses for disposition (“Divestiture Plan”). In the first quarter of fiscal year 2024, the Company determined its Divestiture Plan met the criteria for discontinued operations as it represented a strategic shift that had a major effect on the Company’s operations and financial results. As such, the results of businesses meeting the criteria to be classified as held for sale or disposed of in accordance with the Company’s Divestiture Plan were reclassified to discontinued operations.
The notes to the condensed consolidated financial statements are presented on a continuing operations basis unless otherwise noted. Refer to Note 2—Discontinued Operations for additional information on the Company’s discontinued operations.
Revenue Recognition
The Company recognizes revenue when control of promised goods or services is transferred to the client in an amount that reflects the consideration that the Company expects to be entitled to in exchange for such goods or services. Substantially all of the Company’s contracts with clients involve the transfer of a service to the client, which represents a performance obligation that is satisfied over time because the client simultaneously receives and consumes the benefits of the services provided. In most cases, the contracts provide for a performance obligation that is comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). For these contracts, the Company allocates the ratable portion of the consideration based on the services provided in each period of service to such period.
Revenues related to the Branded Services segment are primarily recognized in the form of commissions, fee-for-service and cost-plus fees for providing headquarter relationship management, execution of merchandising strategies and omni-commerce marketing services. Revenues within the Branded Services segment are further disaggregated between brokerage services, branded merchandising services and omni-commerce marketing services. Brokerage services revenues are primarily outsourced sales and services for branded consumer goods manufacturers at retailer headquarters, in-store and online. Branded merchandising services relate to merchandising in-store and online for branded consumer goods manufacturers. Omni-commerce marketing services primarily relate to digital and field marketing services.
8
Experiential Services segment revenues are primarily recognized in the form of fee-for-service and cost-plus fees for providing in-store, digital sampling and demonstrations, where the Company manages highly customized, large-scale sampling programs for leading brands and retailers.
Retailer Services segment revenues are primarily recognized in the form of commissions, fee-for-service and cost-plus fees for providing consulting services related to private brand development, the execution of merchandising strategies and marketing strategies within retailer locations, including retail media networks and analyzing shopper behavior. Revenues within the Retailer Services segment are further disaggregated between advisory services, retailer merchandising services and agency services to retailers. Advisory services primarily consist of consulting services related to private brand development. Retailer merchandising services primarily relate to the execution of merchandising strategies. Agency services primarily consist of providing marketing strategies within retail locations.
Disaggregated revenues were as follows:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Branded Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Brokerage services |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Branded merchandising services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Omni-commerce marketing services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Branded Services revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Experiential Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Experiential services |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total Experiential Services revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Retailer Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Retail merchandising services |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Advisory services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Agency services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Retailer Services revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Deferred revenues represent cash payments that are received in advance of the Company’s satisfaction of the applicable obligation and are included in Deferred revenues in the Condensed Consolidated Balance Sheets. Deferred revenues are recognized as revenues when the related services are performed for the client. Revenues recognized during the three and nine months ended September 30, 2025 that were included in Deferred revenues as of December 31, 2024 were $
Accounting Standards Recently Issued but Not Yet Adopted by the Company
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires entities to expand their existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid. The standard is effective for the Company’s annual report for fiscal year 2025. The new standard is expected to be applied prospectively, but retrospective application is permitted. The Company will adopt this standard prospectively for the year ending December 31, 2025. The adoption of this update is expected to impact only the Company’s disclosures and is not expected to have a material impact on the consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires
9
public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03, as clarified by ASU 2025-01, is effective for the Company beginning in fiscal year 2026 and interim periods within fiscal year 2027, with early adoption permitted. The new standard is expected to be applied prospectively, but retrospective application is permitted. The Company is currently evaluating the impact of ASU 2024-03 on the consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for internal-use software costs to reflect incremental and iterative development methods. The amendments remove prescriptive development stages and require capitalization of software costs once management has authorized and committed to funding the project and it is probable the project will be completed and the software will be used as intended. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, including interim periods within those years, with early adoption permitted and application on a prospective, modified retrospective, or retrospective basis. The Company is currently evaluating the impact of ASU 2025-06 on the consolidated financial statements and related disclosures.
Other new accounting pronouncements recently issued or newly effective were not applicable to the Company, did not have a material impact on the condensed consolidated financial statements or are not expected to have a material impact on the condensed consolidated financial statements.
2. Discontinued Operations
2024 Divestitures
As discussed in Note 1—Organization and Significant Accounting Policies, as a result of a reorganization effectuated on January 1, 2024, the Company initiated its Divestiture Plan of certain non-core businesses for disposition. On January 31, 2024, and as part of this plan, the Company sold a collection of foodservice businesses. As part of the sale, the foodservice businesses were combined with an entity owned by the buyer, with the Company receiving approximately $
During the three months ended September 30, 2025, the Company sold its remaining
During the nine months ended September 30, 2024, the Company sold two agencies in the Branded Services segment, one agency in the Experiential Services segment and one agency in the Retailer Services segment for a total of $
On July 31, 2024, the Company completed the sale of the Jun Group business, included in the Branded Services segment, in exchange for proceeds of approximately $
10
During the three months ended September 30, 2025, the Company received approximately $
The following table presents the summarized statements of operations of discontinued operations.
(in thousands) |
|
Three Months Ended |
|
|
Nine Months Ended |
|
||
Revenues |
|
$ |
|
|
$ |
|
||
Cost of revenues (exclusive of depreciation and amortization shown separately below) |
|
|
|
|
|
|
||
Selling, general, and administrative expenses |
|
|
|
|
|
|
||
Gain on divestitures |
|
|
( |
) |
|
|
( |
) |
Depreciation and amortization |
|
|
|
|
|
|
||
Total operating expenses |
|
|
( |
) |
|
|
( |
) |
Operating income from discontinued operations |
|
|
|
|
|
|
||
Other expenses: |
|
|
|
|
|
|
||
Interest expense |
|
|
|
|
|
|
||
Total other expenses |
|
|
|
|
|
|
||
Income before income taxes from discontinued operations |
|
|
|
|
|
|
||
Provision for income taxes from discontinued operations |
|
|
|
|
|
|
||
Net income from discontinued operations, net of tax |
|
|
( |
) |
|
|
|
|
Less: net income from discontinued operations attributable to noncontrolling interest, net of tax |
|
|
|
|
|
|
||
Net income from discontinued operations attributable to stockholders of Advantage Solutions Inc. |
|
$ |
( |
) |
|
$ |
|
|
The following table provides a summary of the cash flows from discontinued operations:
(in thousands) |
|
Nine Months Ended |
|
|
Net cash provided by operating activities from discontinued operations |
|
$ |
|
|
Net cash used in investing activities from discontinued operations |
|
|
( |
) |
Net cash used in financing activities from discontinued operations |
|
|
( |
) |
Net effect of foreign currency changes on cash from discontinued operations |
|
|
( |
) |
Net change in cash, cash equivalents and restricted cash from discontinued operations |
|
$ |
( |
) |
3. Goodwill and Intangible Assets
The carrying amount of goodwill as of September 30, 2025 and December 31, 2024 was $
During the second quarter of 2024, the Company determined a triggering event occurred and an impairment assessment was warranted for the Branded Agencies reporting unit goodwill due to the pending sale of one of the businesses that comprised a substantial portion of the assets, liabilities and prospective cash flows of the Branded Agencies reporting unit. As a result of the impairment test performed, the Company recognized a non-cash goodwill impairment charge of $
11
The following tables set forth information for intangible assets:
|
|
|
|
September 30, 2025 |
|
|||||||||||||
(amounts in thousands) |
|
Weighted Average Useful Life |
|
Gross |
|
|
Accumulated |
|
|
Accumulated |
|
|
Net Carrying |
|
||||
Finite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Client relationships |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
Trade names |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Total finite-lived intangible assets |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Indefinite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trade name |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Total other intangible assets |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
December 31, 2024 |
|
|||||||||||||
(amounts in thousands) |
|
Weighted Average Useful Life |
|
Gross |
|
|
Accumulated |
|
|
Accumulated |
|
|
Net Carrying |
|
||||
Finite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Client relationships |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
Trade names |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Total finite-lived intangible assets |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
Indefinite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade name |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Total other intangible assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Amortization of intangible assets was $
4. Debt
(in thousands) |
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Term Loan Facility due |
$ |
|
|
$ |
|
||
|
|
|
|
|
|||
Total long-term debt |
|
|
|
|
|
||
Less: current portion |
|
|
|
|
|
||
Less: debt issuance costs |
|
|
|
|
|
||
Long-term debt, net of current portion |
$ |
|
|
$ |
|
||
In April 2024, the Company amended its secured first lien term loan credit facility (as may be amended from time to time, the “Term Loan Facility”) to reduce the applicable interest rate margin (a) from
The Company was in compliance with all of its affirmative and negative covenants under the Term Loan Facility and Notes as of September 30, 2025. The Company is required to repay the principal under the Term Loan Facility in the greater amount of its excess cash flow, as such term is defined in the agreement governing the Term Loan Facility, or $
12
$
The Company voluntarily repurchased an aggregate of $
The Company voluntarily repurchased an aggregate of $
As of September 30, 2025, the Company had
5. Fair Value of Financial Instruments
The Company measures fair value based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The following table sets forth the Company’s financial assets and liabilities measured on a recurring basis at fair value, categorized by input level within the fair value hierarchy.
|
|
September 30, 2025 |
|
|||||||||||||
(in thousands) |
|
Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Liabilities measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total liabilities measured at fair value |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
December 31, 2024 |
|
|||||||||||||
(in thousands) |
|
Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Assets measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total assets measured at fair value |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
13
Interest Rate Cap Agreements
The Company has interest rate collar contracts with an aggregate notional value of principal of $
As of September 30, 2025, the fair value of the Company’s outstanding interest collars of $
During the three months ended September 30, 2025 and 2024, the Company recorded a gain of $
Long-term Debt
The following tables set forth the carrying values and fair values of the Company’s financial liabilities measured on a recurring basis, categorized by input level within the fair value hierarchy:
(in thousands) |
|
Carrying Value |
|
|
Fair Value |
|
||
Balance at September 30, 2025 |
|
|
|
|
|
|
||
Term Loan Facility |
|
$ |
|
|
$ |
|
||
Notes |
|
|
|
|
|
|
||
Total long-term debt |
|
$ |
|
|
$ |
|
||
(in thousands) |
|
Carrying Value |
|
|
Fair Value |
|
||
Balance at December 31, 2024 |
|
|
|
|
|
|
||
Term Loan Facility |
|
$ |
|
|
$ |
|
||
Notes |
|
|
|
|
|
|
||
Total long-term debt |
|
$ |
|
|
$ |
|
||
6. Related Party Transactions
An officer of the Company serves as a member of the board of directors of a client of the Company. The Company recognized $
Prior to April 1, 2025, a member of the board of directors of the Company served as an officer of a client of the Company. The Company recognized $
14
Unconsolidated Affiliates
During the three months ended September 30, 2025 and 2024, the Company recognized revenues of an immaterial amount and $
7. Income Taxes
The Company had a negative effective tax rate of
On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was signed into law, introducing significant amendments to the U.S. federal tax code. As a result of this legislation, the Company recorded a discrete income tax benefit of $
The effective tax rate for the three and nine months ended September 30, 2024 differed from the statutory rate primarily due to the non-deductible goodwill impairment recognized during that period.
8. Segments
The Company’s reportable segments, consisting of Branded Services, Experiential Services, and Retailer Services, are the segments of the Company for which separate financial information are evaluated regularly by the Company’s Chief Operating Decision Maker (“CODM”), a position currently held by the Company's Chief Executive Officer, in deciding how to allocate resources and in assessing performance.
Discontinued operations are not included in the applicable reportable segments. Refer to Note 2—Discontinued Operations.
The tables below summarize revenues, significant expenses and operating income (loss) by reportable segment:
|
Three Months Ended September 30, 2025 |
|
|||||||||||||
(in thousands) |
Branded Services |
|
|
Experiential Services |
|
|
Retailer Services |
|
|
Total Company |
|
||||
Revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
||||
Compensation and benefits |
|
|
|
|
|
|
|
|
|
|
|
||||
Reimbursable expenses1 |
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Other segment items2 |
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
||||
Income from equity method investments |
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Gain on divestiture |
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Total segment operating expenses from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total segment operating (loss) income from continuing operations |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
15
|
Three Months Ended September 30, 2024 |
|
|||||||||||||
(in thousands) |
Branded Services |
|
|
Experiential Services |
|
|
Retailer Services |
|
|
Total Company |
|
||||
Revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
||||
Compensation and benefits |
|
|
|
|
|
|
|
|
|
|
|
||||
Reimbursable expenses1 |
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Other segment items2 |
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
||||
Income from equity method investments |
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Total segment operating expenses from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total segment operating (loss) income from continuing operations |
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
|
Nine Months Ended September 30, 2025 |
|
|||||||||||||
(in thousands) |
Branded Services |
|
|
Experiential Services |
|
|
Retailer Services |
|
|
Total Company |
|
||||
Revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
||||
Compensation and benefits |
|
|
|
|
|
|
|
|
|
|
|
||||
Reimbursable expenses1 |
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Other segment items2 |
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
||||
Income from equity method investments |
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Gain on divestiture |
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Total segment operating expenses from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total segment operating (loss) income from continuing operations |
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
Nine Months Ended September 30, 2024 |
|
|||||||||||||
(in thousands) |
Branded Services |
|
|
Experiential Services |
|
|
Retailer Services |
|
|
Total Company |
|
||||
Revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
||||
Compensation and benefits |
|
|
|
|
|
|
|
|
|
|
|
||||
Reimbursable expenses1 |
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Other segment items2 |
|
|
|
|
|
|
|
|
|
|
|
||||
Impairment of goodwill |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from equity method investments |
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Total segment operating expenses from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total segment operating (loss) income from continuing operations |
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
|
|
(1) Reimbursable expenses are costs incurred in the delivery of services to the Company's clients that the client has agreed to reimburse, including media, sample, retailer fees and other marketing and production costs.
(2) The “other segment items” category primarily consists of costs incurred in the execution of service obligations, including supplies, technology, and other direct expenses such as travel and indirect general and administrative expenses such as professional fees. These costs align with the segment-level information regularly provided to the CODM and represent the difference between revenue and the significant expense categories above in determining segment profitability.
16
9. Commitments and Contingencies
Litigation
The Company is involved in various legal matters that arise in the ordinary course of its business. Some of these legal matters purport or may be determined to be class and/or representative actions under the California Labor Code and Private Attorneys General Act, or seek substantial damages, or penalties. The Company has accrued amounts in connection with certain legal matters, including with respect to certain of the matters described below. There can be no assurance, however, that these accruals will be sufficient to cover such matters or other legal matters or that such matters or other legal matters will not materially or adversely affect the Company’s financial position, liquidity, or results of operations.
In April 2018, the Company acquired the business of Take 5 Media Group (“Take 5”). As a result of an investigation into that business in 2019 that identified certain misconduct, the Company terminated all operations of Take 5 in July 2019 and offered refunds to clients of collected revenues attributable to the period after the Company’s acquisition. The Company refers to the foregoing as the “Take 5 Matter.” The Company voluntarily disclosed to the United States federal government certain misconduct occurring at Take 5. In October 2022, an arbitrator made a final award in favor of the Company. In October 2025, the Company entered into an agreement with one of the beneficial owners (and certain other parties) that provides for payments of certain specified amounts to the Company. The Company is currently unable to estimate if or when it will be able to collect any amounts from any of the beneficial owners. The Take 5 Matter may result in additional litigation against the Company, including lawsuits from clients, or governmental investigations, which may expose the Company to potential liability in excess of the amounts being offered by the Company as refunds to Take 5 clients.
In the ordinary course of business, the Company is required to provide financial commitments in the form of surety bonds to third parties as a guarantee of its performance on and its compliance with certain obligations. If the Company were to fail to perform or comply with these obligations, any draws upon surety bonds issued on its behalf would then trigger the Company's payment obligation to the surety bond issuer. The Company has outstanding surety bonds issued for its benefits of $
10. Stock-Based Compensation
The Company has issued nonqualified stock options, restricted stock units (“RSUs”), and performance restricted stock units (“PSUs”) under the Advantage Solutions Inc. 2020 Incentive Award Plan, as amended and restated (the “Plan”). The Company’s restricted stock units and performance restricted stock units, as described below, are expensed based on the fair value at the grant date.
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Restricted stock-based unit awards |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other share-based awards |
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock-based compensation before tax |
|
|
|
|
|
|
|
|
|
|
|
||||
Tax benefit |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total stock-based compensation expense included in net income (loss) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Performance Restricted Stock Units
PSUs granted in fiscal years 2025 and 2024 cliff-vest after three years at a rate ranging from
17
Company’s Class A common stock. During the first quarter of 2025, the HCC determined the year one achievement percentage for PSUs granted in fiscal year 2024 to be
PSUs granted in fiscal year 2023 vest over a
The fair value of PSU grants was equal to the closing price of the Company’s stock on the date of the applicable grant.
Year Granted |
|
Number of |
|
|
Number of |
|
|
Number of |
|
|
Weighted Average Grant Date Fair Value Per Share |
|
|
Maximum Remaining Unrecognized Compensation Expense |
|
|
Weighted-average remaining requisite service periods |
|
||||||
2025 |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
||||||
2024 |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
||||||
2023 |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
||||||
The following table summarizes the PSU activity for the nine months ended September 30, 2025:
|
|
Performance Share Units |
|
|
Weighted Average Grant |
|
||
Outstanding at January 1, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
$ |
|
||
Distributed |
|
|
( |
) |
|
$ |
|
|
Forfeited |
|
|
( |
) |
|
$ |
|
|
PSU performance adjustment (1) |
|
|
|
|
$ |
|
||
Outstanding at September 30, 2025 (2) |
|
|
|
|
$ |
|
||
|
|
(1)
(2)
Restricted Stock Units
RSUs are subject to the recipient’s continued service to the Company. RSUs are generally scheduled to vest over
18
During the nine months ended September 30, 2025, the following activities involving RSUs occurred under the Plan:
|
|
Number of RSUs |
|
|
Weighted Average Grant |
|
||
Outstanding at January 1, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
$ |
|
||
Distributed |
|
|
( |
) |
|
$ |
|
|
Forfeited |
|
|
( |
) |
|
$ |
|
|
Outstanding at September 30, 2025 |
|
|
|
|
$ |
|
||
As of September 30, 2025, the total remaining unrecognized compensation cost related to RSUs amounted to $
Stock Options
During the nine months ended September 30, 2025, the following activities involving stock options occurred under the Plan:
|
|
Stock Options |
|
|
Weighted Average Exercise Price |
|
|
Weighted Average Remaining Contractual Life |
|
|
Aggregate Intrinsic Value |
|
||||
Outstanding at January 1, 2025 |
|
|
|
|
$ |
|
|
|
|
|
|
|
||||
Granted |
|
|
|
|
$ |
|
|
|
|
|
|
|
||||
Forfeited |
|
|
( |
) |
|
$ |
|
|
|
|
|
|
|
|||
Cancelled/Expired |
|
|
( |
) |
|
$ |
|
|
|
|
|
|
|
|||
Outstanding at September 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Exercisable at September 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
As of September 30, 2025, the Company had approximately $
11. Earnings Per Share
The Company calculates earnings per share using a dual presentation of basic and diluted earnings per share. Basic earnings per share is calculated by dividing net income attributable to stockholders of the Company by the weighted-average shares of common stock outstanding without the consideration for potential dilutive shares of common stock. Diluted earnings per share represents basic earnings per share adjusted to include the potentially dilutive effect of performance stock units, restricted stock units, public and private placement warrants, the employee stock purchase plan and stock options. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding and the potential dilutive shares of common stock for the period determined using the treasury stock method. During periods of net loss, diluted loss per share is equal to basic loss per share because the antidilutive effect of potential common shares is disregarded.
19
The following is a reconciliation of basic and diluted earnings per common share:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands, except share and earnings per share data) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Basic earnings per share computation: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) from continuing operations attributable to stockholders of Advantage Solutions Inc. |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Net (loss) income from discontinued operations, net of tax |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Less: net income from discontinued operations attributable to noncontrolling interest, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net (loss) income from discontinued operations attributable to stockholders of Advantage Solutions Inc. |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares - basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic income (loss) per common share from continuing operations attributable to stockholders of Advantage Solutions Inc. |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Basic (loss) earnings per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc. |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
Diluted earnings per share computation: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) from continuing operations attributable to stockholders of Advantage Solutions Inc. |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Net (loss) income from discontinued operations, net of tax |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Less: net income from discontinued operations attributable to noncontrolling interest, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net (loss) income from discontinued operations attributable to stockholders of Advantage Solutions Inc. |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Performance stock units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restricted stock units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Employee stock purchase plan and stock options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares - diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted income (loss) per common share from continuing operations |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Diluted (loss) income per common share from discontinued operations |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
The Company had
In accordance with the treasury stock method the weighted average shares outstanding assuming dilution include the incremental effect of stock-based awards, except when such effect would be antidilutive. Stock-based awards of
12. Subsequent Events
On October 28, 2025, the Company’s public and private placement warrants expired in accordance with their contractual terms.
20
. As of the expiration date, the warrants had
21
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Quarterly Report”), including the section titled “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) including statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, our business, our beliefs and our management’s assumptions. Such words as “expect,” “anticipate,” “outlook,” “could,” “target,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “should,” “may,” “assume” and “continue” as well as variations of such words and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain such terms. These statements are not guarantees of future performance and they involve certain risks, uncertainties and assumptions that are difficult to predict. We have based our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may differ materially from what is expressed, implied or forecasted by our forward-looking statements. More information regarding these risks and uncertainties and other important factors that could cause actual results to differ materially from those in the forward-looking statements is set forth in “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”). Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission (the “SEC”), we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this report, whether as a result of new information, future events, changes in assumptions or otherwise.
Business Overview
We are a leading omni-commerce business solutions provider to consumer goods manufacturers and retailers. We have a strong platform of essential, business critical services like headquarter sales, retail merchandising, in-store sampling, digital commerce, and shopper marketing. We generate demand for brands and retailers of all sizes, helping get the right products on the shelf, whether physical or digital, and into the hands of consumers in every way they shop. We use a scaled platform to innovate as a trusted partner with our clients, solving problems to increase their efficiency and effectiveness across a broad range of channels.
Our quarterly results are seasonal in nature, with the fourth fiscal quarter typically generating a higher proportion of our revenues than other fiscal quarters, as a result of higher consumer spending. We generally record slightly lower revenues in the first fiscal quarter of each year, as our clients begin to roll out new programs for the year, and consumer spending generally is less in the first fiscal quarter than other quarters. The timing of our clients’ marketing expenses, associated with marketing campaigns and new product launches, can also result in fluctuations from one quarter to another.
We report financial results for the following three reportable segments:
Through our Branded Services segment, which generated approximately 33.5% and 36.8% of our revenues in the nine months ended September 30, 2025 and 2024, respectively, we provide services to branded consumer goods manufacturers through three main categories: brokerage, branded merchandising and omni-commerce marketing services. Brokerage services is primarily an outsourced sales and services agency for branded consumer goods manufacturers at retailer headquarters, in-store and online. Additionally, we lead with insights to execute branded merchandising strategies for branded consumer goods manufacturers related to merchandising in-store and online to drive product sales. Our omni-commerce marketing services primarily relate to digital and field marketing services, including shopper marketing, targeted advertising, interactive design and development, inventory management, application development and content management solutions.
Through our Experiential Services segment, which generated approximately 39.8% and 36.3% of our revenues in the nine months ended September 30, 2025 and 2024, respectively, we help brands and retailers reach consumers and
22
convert shoppers into buyers through in-store and online sampling and demonstrations. We manage highly customized, large-scale sampling programs for leading brands and retailers. We also manage, organize and execute special events for brands and retailers, including large-scale meetings, mobile tours, summits and festivals.
Through our Retailer Services segment, which generated approximately 26.7% and 27.0% of our revenues in the nine months ended September 30, 2025 and 2024, respectively, we provide end-to-end advisory, retailer merchandising and agency services to retailers. Advisory services primarily consist of consulting services related to private brand development, including coordination related to the sourcing, manufacturing, branding and distribution of private label products to the end retailer. Retailer merchandising services primarily relate to the execution of merchandising strategies, including traditional services such as interior store construction, store resets, category updates and new item implementation. Agency services primarily consist of providing marketing strategies within retail locations, including retail media networks, and analyzing shopper behavior to offer planning, execution and measurement of insight-based, retailer-specific promotions that target retailers’ specific shopper base to drive product sales.
Executive Summary
|
Three Months Ended September 30, |
|
|
Change Reported |
|
|
Nine Months Ended September 30, |
|
|
Change Reported |
|
||||||||||||||||||||
(amounts in thousands) |
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||||||
Revenues |
$ |
915,012 |
|
|
$ |
939,270 |
|
|
$ |
(24,258 |
) |
|
|
(2.6 |
)% |
|
$ |
2,610,511 |
|
|
$ |
2,674,039 |
|
|
$ |
(63,528 |
) |
|
|
(2.4 |
)% |
Operating income (loss) from continuing operations |
|
40,160 |
|
|
|
(3,177 |
) |
|
|
43,337 |
|
|
|
1364.1 |
% |
|
|
35,550 |
|
|
|
(124,386 |
) |
|
|
159,936 |
|
|
|
128.6 |
% |
Net income (loss) from continuing operations |
|
20,565 |
|
|
|
(37,320 |
) |
|
|
57,885 |
|
|
|
155.1 |
% |
|
|
(66,005 |
) |
|
|
(200,469 |
) |
|
|
134,464 |
|
|
|
67.1 |
% |
Adjusted Net Income(1) |
|
53,961 |
|
|
|
23,667 |
|
|
|
30,294 |
|
|
|
128.0 |
% |
|
|
52,335 |
|
|
|
54,889 |
|
|
|
(2,554 |
) |
|
|
(4.7 |
)% |
Adjusted EBITDA(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Branded Services |
|
41,657 |
|
|
|
48,796 |
|
|
|
(7,139 |
) |
|
|
(14.6 |
)% |
|
|
103,638 |
|
|
|
125,986 |
|
|
|
(22,348 |
) |
|
|
(17.7 |
)% |
Experiential Services |
|
35,320 |
|
|
|
23,299 |
|
|
|
12,021 |
|
|
|
51.6 |
% |
|
|
73,276 |
|
|
|
62,603 |
|
|
|
10,673 |
|
|
|
17.0 |
% |
Retailer Services |
|
22,577 |
|
|
|
28,825 |
|
|
|
(6,248 |
) |
|
|
(21.7 |
)% |
|
|
67,228 |
|
|
|
72,869 |
|
|
|
(5,641 |
) |
|
|
(7.7 |
)% |
Adjusted EBITDA from Continuing Operations |
$ |
99,554 |
|
|
$ |
100,920 |
|
|
$ |
(1,366 |
) |
|
|
(1.4 |
)% |
|
$ |
244,142 |
|
|
$ |
261,458 |
|
|
$ |
(17,316 |
) |
|
|
(6.6 |
)% |
af
|
|
The Company reported net income of $20.6 million in the third quarter of 2025, compared to a net loss of $37.3 million during the same period last year. This positive shift was primarily supported by a strong performance in our Experiential segment primarily driven by strong demand and execution, reduced selling, general, and administrative expenses, a one-time gain from divesting an equity stake in a foodservice business, and favorable tax legislation. While these results are encouraging, they were tempered by declines in the Branded and Retailer segments.
Adjusted EBITDA was $99.6 million for the third quarter of 2025 as compared to $100.9 million for the third quarter of 2024, reflecting a modest decrease compared to the same period in 2024. Adjusted EBITDA versus the same period last year was supported by a strong performance in the Experiential Services segment driven by strong demand and execution; however, broader macroeconomic headwinds continued to impact our Branded and Retailer Services segments negatively.
Non-GAAP Financial Measures
In the accompanying analysis of financial results, we include certain financial measures that are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP financial measures are derived from our consolidated and segment financial information but exclude or adjust for certain items that are included in the most directly comparable GAAP measures. We believe these non-GAAP (“Non-GAAP”) financial measures provide investors with additional insight into our operating performance, underlying business trends, and period-over-period comparability. However, these measures are not in accordance with GAAP, and should not be considered in isolation or as a substitute for the most directly comparable GAAP measures.
23
A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP measure is provided below:
We define Adjusted Net Income, which is a non-GAAP financial measure, as net (loss) income before (i) net income attributable to noncontrolling interest, (ii) impairment of goodwill and indefinite-lived assets, (iii) gain on deconsolidation of subsidiaries, (iv) equity-based compensation of Karman Topco L.P., (v) changes in fair value of warrant liability, (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, (xi) amortization of intangible assets, (xii) gain on repurchases of Term Loan Facility and Notes (as such terms are defined below) debt, (xiii) COVID-19 benefits received, (xiv) costs associated with (recovery from) the Take 5 Matter, (xv) other adjustments that management believes are helpful in evaluating our operating performance, and (xvi) related tax adjustments. We present Adjusted Net Income because we use it as a supplemental measure to evaluate the performance of our business in a way that also considers our ability to generate profit without the impact of items that we do not believe are indicative of our operating performance or are unusual or infrequent in nature and aid in the comparability of our performance from period to period. Adjusted Net Income should not be considered as an alternative for Net (loss) income, our most directly comparable measure presented on a GAAP basis.
Adjusted EBITDA from Continuing Operations and Adjusted EBITDA by Segment are supplemental non-GAAP financial measures of our operating performance.
Adjusted EBITDA from Continuing 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, (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 divestiture, (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.
We present Adjusted EBITDA from Continuing Operations and Adjusted EBITDA by Segment because they are key operating measures used by us to assess our financial performance. These measures adjust for items that we believe do not reflect the ongoing operating performance of our business, such as certain non-cash items, unusual or infrequent items or items that change from period to period without any material relevance to our operating performance. We evaluate these measures in conjunction with our results according to GAAP because we believe they provide a more complete understanding of factors and trends affecting our business than GAAP measures alone. Furthermore, the agreements governing our indebtedness contain covenants and other tests based on measures substantially similar to Adjusted EBITDA from Continuing Operations. Neither Adjusted EBITDA from Continuing Operations nor Adjusted EBITDA by Segment should be considered as an alternative for Net (loss) income or operating income (loss), our most directly comparable measures presented on a GAAP basis.
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
24
calculate their financial performance, and therefore our non-GAAP measures may not be directly comparable to similarly titled measures of other companies.
Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024
The following table sets forth items derived from the Company’s consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024 in dollars and as a percentage of total revenues.
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
(amounts in thousands) |
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||||||||||||||||||
Revenues |
$ |
915,012 |
|
|
|
100.0 |
% |
|
$ |
939,270 |
|
|
|
100.0 |
% |
|
$ |
2,610,511 |
|
|
|
100.0 |
% |
|
$ |
2,674,039 |
|
|
|
100.0 |
% |
Cost of revenues |
|
776,421 |
|
|
|
84.9 |
% |
|
|
794,958 |
|
|
|
84.6 |
% |
|
|
2,246,107 |
|
|
|
86.0 |
% |
|
|
2,298,139 |
|
|
|
85.9 |
% |
Selling, general, and administrative expenses |
|
57,568 |
|
|
|
6.3 |
% |
|
|
98,438 |
|
|
|
10.5 |
% |
|
|
191,090 |
|
|
|
7.3 |
% |
|
|
250,377 |
|
|
|
9.4 |
% |
Impairment of goodwill |
|
— |
|
|
|
0.0 |
% |
|
|
— |
|
|
|
0.0 |
% |
|
|
— |
|
|
|
0.0 |
% |
|
|
99,670 |
|
|
|
3.7 |
% |
Depreciation and amortization |
|
50,743 |
|
|
|
5.5 |
% |
|
|
51,866 |
|
|
|
5.5 |
% |
|
|
151,802 |
|
|
|
5.8 |
% |
|
|
152,931 |
|
|
|
5.7 |
% |
Income from equity method investments |
|
(1,408 |
) |
|
|
(0.2 |
)% |
|
|
(2,815 |
) |
|
|
(0.3 |
)% |
|
|
(5,566 |
) |
|
|
(0.2 |
)% |
|
|
(2,692 |
) |
|
|
(0.1 |
)% |
Gain on divestiture |
|
(8,472 |
) |
|
|
(0.9 |
)% |
|
|
— |
|
|
|
0.0 |
% |
|
|
(8,472 |
) |
|
|
(0.3 |
)% |
|
|
— |
|
|
|
0.0 |
% |
Total operating expenses |
|
874,852 |
|
|
|
95.6 |
% |
|
|
942,447 |
|
|
|
100.3 |
% |
|
|
2,574,961 |
|
|
|
98.6 |
% |
|
|
2,798,425 |
|
|
|
104.7 |
% |
Operating income (loss) from continuing operations |
|
40,160 |
|
|
|
4.4 |
% |
|
|
(3,177 |
) |
|
|
(0.3 |
)% |
|
|
35,550 |
|
|
|
1.4 |
% |
|
|
(124,386 |
) |
|
|
(4.7 |
)% |
Other expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|||||||
Change in fair value of warrant liability |
|
(109 |
) |
|
|
0.0 |
% |
|
|
40 |
|
|
|
0.0 |
% |
|
|
(83 |
) |
|
|
0.0 |
% |
|
|
(359 |
) |
|
|
0.0 |
% |
Interest expense, net |
|
34,954 |
|
|
|
3.8 |
% |
|
|
38,969 |
|
|
|
4.1 |
% |
|
|
105,128 |
|
|
|
4.0 |
% |
|
|
114,484 |
|
|
|
4.3 |
% |
Total other expenses |
|
34,845 |
|
|
|
3.8 |
% |
|
|
39,009 |
|
|
|
4.2 |
% |
|
|
105,045 |
|
|
|
4.0 |
% |
|
|
114,125 |
|
|
|
4.3 |
% |
Income (loss) from continuing operations before benefit from income taxes |
|
5,315 |
|
|
|
0.6 |
% |
|
|
(42,186 |
) |
|
|
(4.5 |
)% |
|
|
(69,495 |
) |
|
|
(2.7 |
)% |
|
|
(238,511 |
) |
|
|
(8.9 |
)% |
Benefit from income taxes from continuing operations |
|
(15,250 |
) |
|
|
(1.7 |
)% |
|
|
(4,866 |
) |
|
|
(0.5 |
)% |
|
|
(3,490 |
) |
|
|
(0.1 |
)% |
|
|
(38,042 |
) |
|
|
(1.4 |
)% |
Net income (loss) from continuing operations |
$ |
20,565 |
|
|
|
2.2 |
% |
|
$ |
(37,320 |
) |
|
|
(4.0 |
)% |
|
$ |
(66,005 |
) |
|
|
(2.5 |
)% |
|
$ |
(200,469 |
) |
|
|
(7.5 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other Financial Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted Net Income(1) |
$ |
53,961 |
|
|
|
5.9 |
% |
|
$ |
23,667 |
|
|
|
2.5 |
% |
|
$ |
52,335 |
|
|
|
2.0 |
% |
|
$ |
54,889 |
|
|
|
2.1 |
% |
Adjusted EBITDA from Continuing Operations(1) |
$ |
99,554 |
|
|
|
10.9 |
% |
|
$ |
100,920 |
|
|
|
10.7 |
% |
|
$ |
244,142 |
|
|
|
9.4 |
% |
|
$ |
261,458 |
|
|
|
9.8 |
% |
Comparison of the Three Months Ended September 30, 2025 and 2024
Revenues
|
|
Three Months Ended September 30, |
|
|
Change |
|
||||||||||
(amounts in thousands) |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||
Branded Services |
|
$ |
288,804 |
|
|
$ |
331,357 |
|
|
$ |
(42,553 |
) |
|
|
(12.8 |
)% |
Experiential Services |
|
|
377,707 |
|
|
|
342,731 |
|
|
|
34,976 |
|
|
|
10.2 |
% |
Retailer Services |
|
|
248,501 |
|
|
|
265,182 |
|
|
|
(16,681 |
) |
|
|
(6.3 |
)% |
Total revenues |
|
$ |
915,012 |
|
|
$ |
939,270 |
|
|
$ |
(24,258 |
) |
|
|
(2.6 |
)% |
Branded Services segment revenues decreased $42.6 million for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease includes a $17.3 million reduction in revenues from reimbursable expenses. Excluding the impact of reimbursable expenses, the decline was primarily attributable to lower volumes, client losses and reductions in scope of services, which exceeded new business wins. These trends reflect continued macroeconomic uncertainty, as clients continue to manage their brand support spending with heightened scrutiny during the period.
Experiential Services segment revenues increased $35.0 million during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The increase includes $11.3 million of additional revenues from reimbursable expenses. Excluding the impact of reimbursable expenses, the remaining increase was primarily driven by higher event volume on improved demand, enhanced staffing levels, favorable client and service mix, and higher average pricing, reflecting continued recovery and growth in client activation activity.
Retailer Services segment revenues decreased $16.7 million during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease was primarily driven by lower volumes in our existing client base, partially offset by better pricing.
25
Cost of Revenues
Cost of revenues as a percentage of revenues for the three months ended September 30, 2025 was 84.9%, as compared to 84.6% for the three months ended September 30, 2024. The net increase as a percentage of revenues was primarily attributable to an increase in variable labor costs, partially offset by lower fixed labor costs, driven by prior period restructuring events, and lower discretionary bonus.
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses as a percentage of revenues for the three months ended September 30, 2025 was 6.3%, compared to 10.5% for the three months ended September 30, 2024. The decrease as a percentage of revenues was primarily driven by lower restructuring costs, reimbursement of $5.0 million of COVID-19 eligible expenses incurred in prior periods, and lower compensation costs, partially offset by higher technology spend.
Depreciation and Amortization Expense
Depreciation and amortization expense was $50.7 million for the three months ended September 30, 2025 compared to $51.9 million for the three months ended September 30, 2024. The net decrease was primarily due to a $1.6 million decrease in amortization expense resulting from intangible asset impairment charges incurred in fiscal year 2024, partially offset by a $0.3 million increase in depreciation expense as a result of an increase in software amortization on increased investment in software, primarily due to the implementation of our new global enterprise resource planning system.
Operating (Loss) Income from Continuing Operations
|
|
Three Months Ended September 30, |
|
|
Change |
|
||||||||||
(amounts in thousands) |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||
Branded Services |
|
$ |
8,196 |
|
|
$ |
(12,210 |
) |
|
$ |
20,406 |
|
|
|
167.1 |
% |
Experiential Services |
|
|
20,912 |
|
|
|
587 |
|
|
|
20,325 |
|
|
|
3,462.5 |
% |
Retailer Services |
|
|
11,052 |
|
|
|
8,446 |
|
|
|
2,606 |
|
|
|
30.9 |
% |
Total operating income (loss) from continuing operations |
|
$ |
40,160 |
|
|
$ |
(3,177 |
) |
|
$ |
43,337 |
|
|
|
1,364.1 |
% |
In the Branded Services segment, the transition from operating loss to operating income during the three months ended September 30, 2025 as compared to the same period in the prior year was primarily due to an $8.5 million gain on the divestiture of our 7.5% equity method investment in a foodservices business, lower operating costs, partially offset by lower earnings on decreased revenues, as discussed above. The improvement in operating expenses was primarily in reduced payroll, lower restructuring and reorganization expenses, and lower incentives.
In the Experiential Services segment, the increase in operating income during the three months ended September 30, 2025 as compared to the same period in the prior year was due to the increase in revenues as discussed above, as well as lower restructuring and reorganization costs and the result of cost reduction efforts, including reductions in payroll-related and other indirect expenses.
In the Retailer Services segment, the increase in operating income during the three months ended September 30, 2025 as compared to the same period in the prior year was primarily driven by lower restructuring and reorganization costs, and favorable cost management actions partially offset by the decrease in revenues as discussed above.
Interest Expense, net
Interest expense, net decreased by $4.0 million, or 10.3%, to $35.0 million for the three months ended September 30, 2025, from $39.0 million for the three months ended September 30, 2024. The decrease in interest expense was primarily due to lower interest rates and lower debt balance as a result of repurchases of debt associated with the Term Loan Facility and Notes as further described in “Liquidity and Capital Resources—Repurchases of Shares and Debt—Repurchases of Term Loan Facility and Notes.” The decrease was also due to a decrease in fair value adjustments for our derivative financial instruments, partially offset by gains on the repurchase of Notes during the three months ended September 30, 2024, which did not recur during the three months ended September 30, 2025.
26
Benefit from Income Taxes
The Company recognized a benefit from income taxes of $15.3 million and $4.9 million for the three months ended September 30, 2025 and 2024, respectively. Although the Company generated pretax income from continuing operations during the 2025 period, the effective tax rate reflected a tax benefit driven by the release of the valuation allowance on interest expense carryforwards resulting from OBBB.
Net Income (Loss) from Continuing Operations
Net income from continuing operations was $20.6 million for the three months ended September 30, 2025, compared to net loss from continuing operations of $37.3 million for the three months ended September 30, 2024. The improvement from a net loss to net income was primarily driven by lower restructuring costs, reimbursement of $5.0 million of COVID-19 eligible expenses incurred in prior periods, and lower compensation costs, partially offset by higher technology spend. Further contributing to the improvement was lower interest expense, higher income tax benefit and an $8.5 million gain on the divestiture of our 7.5% equity method investment in a foodservices business during the three months ended September 30, 2025.
Comparison of the Nine Months Ended September 30, 2025 and 2024
Revenues
|
|
Nine Months Ended September 30, |
|
|
Change |
|
||||||||||
(amounts in thousands) |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||
Branded Services |
|
$ |
873,866 |
|
|
$ |
982,752 |
|
|
$ |
(108,886 |
) |
|
|
(11.1 |
)% |
Experiential Services |
|
|
1,039,433 |
|
|
|
969,590 |
|
|
|
69,843 |
|
|
|
7.2 |
% |
Retailer Services |
|
|
697,212 |
|
|
|
721,697 |
|
|
|
(24,485 |
) |
|
|
(3.4 |
)% |
Total revenues |
|
$ |
2,610,511 |
|
|
$ |
2,674,039 |
|
|
$ |
(63,528 |
) |
|
|
(2.4 |
)% |
Branded Services segment revenues decreased $108.9 million during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decrease includes a $30.6 million reduction in revenues from reimbursable expenses. Excluding the impact of reimbursable expenses, the decline was primarily attributable to lower volumes, client losses and reductions in scope of services, which exceeded new business wins. These trends reflect continued macroeconomic uncertainty, as clients continue to manage their brand support spending with heightened scrutiny during the period.
Experiential Services segment revenues increased $69.8 million during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase includes $37.0 million of additional revenues from reimbursable expenses. Excluding the impact of reimbursable expenses, the remaining increase was primarily driven by higher event volume on improved demand, enhanced staffing levels, favorable client and service mix, and higher average pricing, reflecting continued recovery and growth in client activation activity.
Retailer Services segment revenues decreased $24.5 million during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decrease in revenues was primarily driven by lower volumes in our existing client base, partially offset by better pricing.
Cost of Revenues
Cost of revenues as a percentage of revenues remained substantially consistent at 86.0% for the nine months ended September 30, 2025, as compared to 85.9% for the nine months ended September 30, 2024. The net increase as a percentage of revenues was primarily attributable to an increase in variable labor costs, partially offset by lower fixed labor costs, driven by prior period restructuring events, and lower discretionary bonus.
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses as a percentage of revenues for the nine months ended September 30, 2025 was 7.3%, compared to 9.4% for the nine months ended September 30, 2024. The decrease as a percentage of revenues was primarily due to lower restructuring and reorganization expenses, reimbursement of $5.7 million of
27
COVID-19 eligible expenses incurred in prior periods, lower compensation costs, partially offset by higher technology spend and an increase in bad debt expense.
Depreciation and Amortization Expense
Depreciation and amortization expense was materially consistent at $151.8 million for the nine months ended September 30, 2025, compared to $152.9 million for the nine months ended September 30, 2024. The decrease is primarily due to a $4.2 million decrease in amortization expense resulting from intangible asset impairment charges incurred in fiscal year 2024, partially offset by a $3.1 million increase in depreciation expense as a result of an increase in software amortization on increased investment in software, primarily due to the implementation of our new global enterprise resource planning system.
Operating Income (Loss) from Continuing Operations
|
|
Nine Months Ended September 30, |
|
|
Change |
|
||||||||||
(amounts in thousands) |
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||
Branded Services |
|
$ |
(17,666 |
) |
|
$ |
(141,608 |
) |
|
$ |
123,942 |
|
|
|
87.5 |
% |
Experiential Services |
|
|
28,267 |
|
|
|
3,398 |
|
|
|
24,869 |
|
|
|
731.9 |
% |
Retailer Services |
|
|
24,949 |
|
|
|
13,824 |
|
|
|
11,125 |
|
|
|
80.5 |
% |
Total operating income (loss) from continuing operations |
|
$ |
35,550 |
|
|
$ |
(124,386 |
) |
|
$ |
159,936 |
|
|
|
128.6 |
% |
In the Branded Services segment, the decrease in operating loss during the nine months ended September 30, 2025 as compared to the same period in the prior year was primarily due to a $99.7 million non-cash goodwill impairment charge during the nine months ended September 30, 2024, an $8.5 million gain on the divestiture of our 7.5% equity method investment in a foodservices business during the three months ended September 30, 2025, lower operating expenses, partially offset by lower earnings on decreased revenues, as discussed above, and higher bad debt expense. The improvement in operating expenses was primarily in reduced payroll, lower restructuring and reorganization expenses, and lower incentive compensation.
In the Experiential Services segment, the increase in operating income during the nine months ended September 30, 2025 as compared to the same period in the prior year was primarily driven by the increase in revenues, discussed above, lower restructuring and reorganization expenses, partially offset by higher compensation and staff recruiting expenses.
In the Retailer Services segment, the increase in operating income for the nine months ended September 30, 2025 was primarily due to cost management actions and workforce optimization efforts that reduced part-time labor and discretionary spending, partially offset by the decrease in revenues as discussed above and increased compensation costs.
Interest Expense, net
Interest expense, net decreased by $9.4 million, or 8.2%, to $105.1 million for the nine months ended September 30, 2025, from $114.5 million for the nine months ended September 30, 2024. The decrease in interest expense was primarily due to lower interest rates and a lower debt balance as a result of repurchases of Term Loan Facility and Notes as further described in “Liquidity and Capital Resources—Repurchases of Shares and Debt—Repurchases of Term Loan Facility and Notes.” The decrease was partially offset by an increase in fair value adjustments for our derivative financial instruments and a decrease in gain on repurchase of Notes during the nine months ended September 30, 2025.
28
Benefit from Income Taxes
For the nine months ended September 30, 2025 and 2024, the Company recognized a benefit from income taxes of $3.5 million and $38.0 million, respectively. The year-over-year fluctuation primarily reflects a change in the effective tax rate (i) due to a reduction in pretax loss compared to the prior-year period, (ii) the non-deductible goodwill impairment recognized in 2024, and (iii) the valuation allowance change on interest expense carryforwards under OBBB.
Net Loss from Continuing Operations
Net loss from continuing operations was $66.0 million for the nine months ended September 30, 2025, compared to net loss from continuing operations of $200.5 million for the nine months ended September 30, 2024. The decrease in net loss from continuing operations was primarily driven by a non-cash goodwill impairment charge of $99.7 million related to our Branded Agencies reporting unit goodwill during the nine months ended September 30, 2024, lower reorganization and restructuring costs, lower interest expense, higher income tax benefit and an $8.5 million gain on the divestiture of our 7.5% equity method investment in a foodservices business during the three months ended September 30, 2025.
29
Reconciliation of Non-GAAP Financial Measures
Adjusted Net Income
A reconciliation of Adjusted Net Income to Net loss is provided in the following table:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income (loss) from continuing operations |
|
$ |
20,565 |
|
|
$ |
(37,320 |
) |
|
$ |
(66,005 |
) |
|
$ |
(200,469 |
) |
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impairment of goodwill |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
99,670 |
|
Gain on divestiture |
|
|
(8,472 |
) |
|
|
— |
|
|
|
(8,472 |
) |
|
|
— |
|
Equity-based compensation of Karman Topco L.P. (a) |
|
|
— |
|
|
|
(178 |
) |
|
|
(1,524 |
) |
|
|
(658 |
) |
Change in fair value of warrant liabilities |
|
|
(109 |
) |
|
|
40 |
|
|
|
(83 |
) |
|
|
(359 |
) |
Fair value adjustments related to contingent consideration related to acquisitions (b) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,678 |
|
Acquisition and divestiture related expenses (c) |
|
|
251 |
|
|
|
127 |
|
|
|
731 |
|
|
|
(1,207 |
) |
Restructuring expenses (d) |
|
|
— |
|
|
|
24,118 |
|
|
|
931 |
|
|
|
24,118 |
|
Reorganization expenses (e) |
|
|
9,775 |
|
|
|
18,637 |
|
|
|
38,445 |
|
|
|
73,980 |
|
Litigation expenses (recoveries) (f) |
|
|
50 |
|
|
|
(1,713 |
) |
|
|
963 |
|
|
|
(2,422 |
) |
Amortization of intangible assets (g) |
|
|
42,918 |
|
|
|
44,529 |
|
|
|
128,752 |
|
|
|
132,988 |
|
Gain on repurchases of Term Loan Facility and Notes (h) |
|
|
— |
|
|
|
(4,038 |
) |
|
|
(1,624 |
) |
|
|
(7,091 |
) |
Costs associated with the Take 5 Matter (i) |
|
|
421 |
|
|
|
385 |
|
|
|
985 |
|
|
|
1,081 |
|
Tax adjustments related to non-GAAP adjustments(j) |
|
|
(11,438 |
) |
|
|
(20,920 |
) |
|
|
(40,764 |
) |
|
|
(66,420 |
) |
Adjusted Net Income |
|
$ |
53,961 |
|
|
$ |
23,667 |
|
|
$ |
52,335 |
|
|
$ |
54,889 |
|
|
|
(a) |
|
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 our equity sponsors. |
(b) |
|
Represents adjustments to the estimated fair value of our contingent consideration liabilities related to our acquisitions, for the applicable periods. |
(c) |
|
Represents fees and costs associated with activities related to our acquisitions, divestitures, and related activities, including professional fees, due diligence, and integration activities. |
(d) |
|
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 and other optimization initiatives. |
(e) |
|
Represents fees and costs associated with various internal reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs. |
(f) |
|
Represents legal settlements, reserves, and expenses that are unusual or infrequent costs associated with our operating activities. |
(g) |
|
Represents the amortization of intangible assets recorded in connection with the 2014 Topco Acquisition and our other acquisitions. |
(h) |
|
Represents a gain associated with the repurchases of Noted and Term Loan Facility debt, net of deferred financing fees related to repricing of Term Loan Facility. For additional information, refer to Note 4—Debt to our unaudited condensed financial statements for the three and nine months ended September 30, 2025 and 2024. |
(i) |
|
Represents costs associated with collection activities related to the Take 5 Matter, primarily professional fees and other related costs. |
(j) |
|
Represents the tax provision or benefit associated with the adjustments above, taking into account our applicable tax rates, after excluding adjustments related to items that do not have a related tax impact |
30
Adjusted EBITDA
Reconciliations of Adjusted EBITDA from Continuing Operations to Net income (loss) from continuing operations is provided in the following table:
Continuing Operations |
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income (loss) from continuing operations |
|
$ |
20,565 |
|
|
$ |
(37,320 |
) |
|
$ |
(66,005 |
) |
|
$ |
(200,469 |
) |
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
|
34,954 |
|
|
|
38,969 |
|
|
|
105,128 |
|
|
|
114,484 |
|
Benefit from income taxes from continuing operations |
|
|
(15,250 |
) |
|
|
(4,866 |
) |
|
|
(3,490 |
) |
|
|
(38,042 |
) |
Depreciation and amortization |
|
|
50,743 |
|
|
|
51,866 |
|
|
|
151,802 |
|
|
|
152,931 |
|
Impairment of goodwill |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
99,670 |
|
Gain on divestiture |
|
|
(8,472 |
) |
|
|
— |
|
|
|
(8,472 |
) |
|
|
— |
|
Changes in fair value of warrant liability |
|
|
(109 |
) |
|
|
40 |
|
|
|
(83 |
) |
|
|
(359 |
) |
Stock-based compensation expense (a) |
|
|
7,415 |
|
|
|
8,143 |
|
|
|
20,483 |
|
|
|
24,224 |
|
Equity-based compensation of Karman Topco L.P. (b) |
|
|
— |
|
|
|
(178 |
) |
|
|
(1,524 |
) |
|
|
(658 |
) |
Fair value adjustments related to contingent consideration (c) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,678 |
|
Acquisition and divestiture related expenses (d) |
|
|
251 |
|
|
|
127 |
|
|
|
731 |
|
|
|
(1,207 |
) |
Restructuring expenses (e) |
|
|
— |
|
|
|
24,118 |
|
|
|
931 |
|
|
|
24,118 |
|
Reorganization expenses (f) |
|
|
9,775 |
|
|
|
18,637 |
|
|
|
38,445 |
|
|
|
73,980 |
|
Litigation expenses (recovery) (g) |
|
|
50 |
|
|
|
(1,713 |
) |
|
|
963 |
|
|
|
(2,422 |
) |
COVID-19 benefits received (h) |
|
|
(5,008 |
) |
|
|
— |
|
|
|
(5,723 |
) |
|
|
— |
|
Costs associated with the Take 5 Matter (i) |
|
|
421 |
|
|
|
385 |
|
|
|
985 |
|
|
|
1,081 |
|
EBITDA for economic interests in investments (j) |
|
|
4,219 |
|
|
|
2,712 |
|
|
|
9,971 |
|
|
|
12,449 |
|
Adjusted EBITDA from Continuing Operations |
|
$ |
99,554 |
|
|
$ |
100,920 |
|
|
$ |
244,142 |
|
|
$ |
261,458 |
|
Financial information by segment, including a reconciliation of Adjusted EBITDA by Segment to operating income (loss), the closest GAAP financial measure, is provided in the following table:
Branded Services segment |
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Operating income (loss) |
|
$ |
8,196 |
|
|
$ |
(12,210 |
) |
|
$ |
(17,666 |
) |
|
$ |
(141,608 |
) |
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
31,487 |
|
|
|
33,087 |
|
|
|
94,511 |
|
|
|
97,401 |
|
Impairment of goodwill |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
99,670 |
|
Gain on divestiture |
|
|
(8,472 |
) |
|
|
— |
|
|
|
(8,472 |
) |
|
|
— |
|
Stock-based compensation expense (a) |
|
|
3,066 |
|
|
|
1,829 |
|
|
|
7,607 |
|
|
|
8,551 |
|
Equity-based compensation of Karman Topco L.P. (b) |
|
|
— |
|
|
|
402 |
|
|
|
375 |
|
|
|
924 |
|
Fair value adjustments related to contingent consideration (c) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,678 |
|
Acquisition and divestiture related expenses (d) |
|
|
73 |
|
|
|
49 |
|
|
|
457 |
|
|
|
153 |
|
Restructuring expenses (e) |
|
|
— |
|
|
|
15,392 |
|
|
|
358 |
|
|
|
15,392 |
|
Reorganization expenses (f) |
|
|
4,410 |
|
|
|
6,959 |
|
|
|
17,130 |
|
|
|
29,863 |
|
Litigation (recovery) expenses (g) |
|
|
(97 |
) |
|
|
191 |
|
|
|
273 |
|
|
|
432 |
|
COVID-19 benefits received (h) |
|
|
(1,646 |
) |
|
|
— |
|
|
|
(1,891 |
) |
|
|
— |
|
Costs associated with the Take 5 Matter (i) |
|
|
421 |
|
|
|
385 |
|
|
|
985 |
|
|
|
1,081 |
|
EBITDA for economic interests in investments (j) |
|
|
4,219 |
|
|
|
2,712 |
|
|
|
9,971 |
|
|
|
12,449 |
|
Branded Services segment Adjusted EBITDA |
|
$ |
41,657 |
|
|
$ |
48,796 |
|
|
$ |
103,638 |
|
|
$ |
125,986 |
|
31
Experiential Services segment |
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Operating income |
|
$ |
20,912 |
|
|
$ |
587 |
|
|
$ |
28,267 |
|
|
$ |
3,398 |
|
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
10,744 |
|
|
|
10,289 |
|
|
|
31,965 |
|
|
|
31,224 |
|
Stock-based compensation expense (a) |
|
|
1,991 |
|
|
|
3,371 |
|
|
|
5,630 |
|
|
|
7,469 |
|
Equity-based compensation of Karman Topco L.P. (b) |
|
|
— |
|
|
|
(281 |
) |
|
|
(976 |
) |
|
|
(783 |
) |
Acquisition and divestiture related expenses (d) |
|
|
86 |
|
|
|
32 |
|
|
|
160 |
|
|
|
37 |
|
Restructuring expenses (e) |
|
|
— |
|
|
|
3,430 |
|
|
|
186 |
|
|
|
3,430 |
|
Reorganization expenses (f) |
|
|
3,285 |
|
|
|
5,670 |
|
|
|
9,662 |
|
|
|
17,394 |
|
Litigation expenses (g) |
|
|
123 |
|
|
|
201 |
|
|
|
451 |
|
|
|
434 |
|
COVID-19 benefits received (h) |
|
|
(1,821 |
) |
|
|
— |
|
|
|
(2,069 |
) |
|
|
— |
|
Experiential Services segment Adjusted EBITDA |
|
$ |
35,320 |
|
|
$ |
23,299 |
|
|
$ |
73,276 |
|
|
$ |
62,603 |
|
Retailer Services segment |
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Operating income |
|
$ |
11,052 |
|
|
$ |
8,446 |
|
|
$ |
24,949 |
|
|
$ |
13,824 |
|
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
8,512 |
|
|
|
8,490 |
|
|
|
25,326 |
|
|
|
24,306 |
|
Stock-based compensation expense (a) |
|
|
2,358 |
|
|
|
2,943 |
|
|
|
7,246 |
|
|
|
8,204 |
|
Equity-based compensation of Karman Topco L.P. (b) |
|
|
— |
|
|
|
(299 |
) |
|
|
(923 |
) |
|
|
(799 |
) |
Acquisition and divestiture related expenses (d) |
|
|
92 |
|
|
|
46 |
|
|
|
114 |
|
|
|
(1,397 |
) |
Restructuring expenses (e) |
|
|
— |
|
|
|
5,296 |
|
|
|
387 |
|
|
|
5,296 |
|
Reorganization expenses (f) |
|
|
2,080 |
|
|
|
6,008 |
|
|
|
11,653 |
|
|
|
26,723 |
|
Litigation expenses (recovery) (g) |
|
|
24 |
|
|
|
(2,105 |
) |
|
|
239 |
|
|
|
(3,288 |
) |
COVID-19 benefits received (h) |
|
|
(1,541 |
) |
|
|
— |
|
|
|
(1,763 |
) |
|
|
— |
|
Retailer Services segment Adjusted EBITDA |
|
$ |
22,577 |
|
|
$ |
28,825 |
|
|
$ |
67,228 |
|
|
$ |
72,869 |
|
|
|
(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 our equity sponsors. |
(c) |
|
Represents adjustments to the estimated fair value of our contingent consideration liabilities related to our acquisitions, for the applicable periods. |
(d) |
|
Represents fees and costs associated with activities related to our acquisitions, divestitures, and related activities, including professional fees, due diligence, and integration activities. |
(e) |
|
Restructuring charges including programs designed to integrate and reduce costs intended to further improve efficiencies in operational activities and align cost structures consistent with revenue levels associated with business changes. Restructuring expenses include costs associated with the Voluntary Early Retirement Program (“VERP”) and employee termination benefits associated with a reduction-in-force 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 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. |
32
Liquidity and Capital Resources
Our principal sources of liquidity are cash receipts for services performed, and borrowings under the Revolving Credit Facility (as defined below). Our principal uses of cash are operating expenses, working capital requirements, interest on debt and repayment of debt. Principal uses of cash used in investing activities includes our enterprise resource planning initiative, which includes upgrading our information system platform.
Our working capital as of September 30, 2025, included $201.1 million of cash and cash equivalents and $635.4 million of accounts receivable, net of allowance for expected credit losses, both of which will be a significant source of ongoing liquidity. Additionally, as of September 30, 2025, we had the ability to borrow up to $446.3 million under our Revolving Credit Facility after consideration of the borrowing base limitations and outstanding letters of credit. We expect that internally generated cash and unused availability on our Revolving Credit Facility will be sufficient to support our working capital needs, our fixed payments and other obligations on both a short-term and long-term basis.
Cash Flows
A summary of our cash operating, investing and financing activities from continuing operations are shown in the following table:
|
|
Nine Months Ended September 30, |
|
|||||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Net cash provided by operating activities |
|
$ |
15,902 |
|
|
$ |
78,009 |
|
Net cash (used in) provided by investing activities |
|
|
(13,673 |
) |
|
|
211,427 |
|
Net cash used in financing activities |
|
|
(9,910 |
) |
|
|
(207,122 |
) |
Net effect of foreign currency changes on cash, cash equivalents and restricted cash |
|
|
178 |
|
|
|
(1,405 |
) |
Net change in cash, cash equivalents and restricted cash |
|
$ |
(7,503 |
) |
|
$ |
80,909 |
|
Net Cash Used in Operating Activities
Cash flows from operating activities during the nine months ended September 30, 2025 were $15.9 million, representing a decrease of $62.1 million, as compared to the same period in 2024. The decrease was primarily driven by lower collections on a lower accounts receivable on lower sales, and payments associated with restructuring activities, particularly those related to staff reductions.
Net Cash (Used in) Provided by Investing Activities
Net cash used in investing activities from continuing operations during the nine months ended September 30, 2025 primarily consisted of purchases of property and equipment of $28.7 million, primarily driven by investments in software to support the enterprise resource planning initiative, and purchases of investments in unconsolidated affiliates of $3.6 million, partially offset by $18.6 million cash received for the sale of an equity method investment.
Net cash provided by investing activities from continuing operations during the nine months ended September 30, 2024 primarily consisted of the proceeds from divestitures of $275.7 million, partially offset by the purchase of property and equipment of $50.4 million and the purchase of investments in unconsolidated affiliates of $13.9 million.
Net Cash Used in Financing Activities
Cash flows used in financing activities from continuing operations during the nine months ended September 30, 2025 were primarily related to repurchases of Notes and Term Loan Facility debt of $18.2 million, repayment of principal on our Term Loan Facility of $9.9 million and payments for taxes related to net share settlement of $3.7 million.
Cash flows used in financing activities from continuing operations during the nine months ended September 30, 2024 were primarily related to repurchases of Notes of $147.1 million, repayment of principal on our Term Loan
33
Facility of $9.9 million, payments of contingent consideration of $5.7 million, payments for taxes related to net share settlement of $11.7 million and payments related to the share repurchase program of $34.1 million.
Credit Facilities
Advantage Sales & Marketing Inc. (the “Borrower”), our indirect wholly-owned subsidiary, has (i) a senior secured asset-based revolving credit facility in an aggregate principal amount of up to $500.0 million, subject to borrowing base capacity (as may be amended from time to time, the “Revolving Credit Facility”) and (ii) a secured first lien term loan credit facility in an aggregate principal amount of $1.1 billion (as may be amended from time to time, the “Term Loan Facility” and together with the Revolving Credit Facility, the “Senior Secured Credit Facilities”). As of September 30, 2025, we had unused capacity under our Revolving Credit Facility of $446.3 million, after consideration of the borrowing base limitations and outstanding letters of credit of $53.7 million.
On October 28, 2020, we issued $775.0 million aggregate principal amount of 6.50% Senior Secured Notes due 2028 (the “Notes”) and may voluntarily prepay loans or reduce commitments under the Notes, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty. We voluntarily repurchased an aggregate of $20.0 million principal amount of the Notes during the nine months ended September 30, 2025 and recognized a gain on the repurchase of $1.8 million, as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). We did not make any voluntary repurchases during the three months ended September 30, 2025.
From time to time, we may repurchase portions of our outstanding indebtedness under the Term Loan Facility and Notes. Such repurchases, if any, will depend upon prevailing market conditions, our liquidity and capital position, contractual limitations and other factors. The amounts and timing of any such repurchases will be at our discretion and we are under no obligation to repurchase any specific amount of indebtedness.
Share Repurchases
On November 9, 2021, we announced that our board of directors authorized a share repurchase program (the “2021 Share Repurchase Program”) pursuant to which we may repurchase up to $100.0 million of our Class A common stock.
The 2021 Share Repurchase Program does not have an expiration date, but provides for suspension or discontinuation at any time. The 2021 Share Repurchase Program permits the repurchase of our Class A common stock on the open market and by other means from time to time. The timing and amount of any share repurchase is subject to prevailing market conditions, relevant securities laws and other considerations, and we are under no obligation to repurchase any specific number of shares.
Future Cash Requirement
There were no material changes to our contractual future cash requirements from those disclosed in our 2024 Annual Report.
Cash and Cash Equivalents Held Outside the United States
As of September 30, 2025 and December 31, 2024, $37.6 million and $65.0 million, respectively, of our cash and cash equivalents were held by foreign subsidiaries. As of September 30, 2025, and December 31, 2024, $34.0 million and $18.5 million, respectively, of our cash and cash equivalents were held by foreign branches.
We expect existing domestic cash and cash flows from operations to continue to be sufficient to fund our domestic operating activities and cash commitments for investing and financing activities, such as debt repayment and capital expenditures, for at least the next 12 months and thereafter for the foreseeable future. Nonetheless, we assessed our determination as to our indefinite reinvestment intent for certain of our foreign subsidiaries and branches and recorded a deferred tax liability of approximately $0.9 million of withholding tax as of September 30, 2025 for unremitted earnings in Canada repatriated to the U.S. in the second quarter of fiscal year 2025. We continue to assert indefinite reinvestment
34
on earnings of our foreign operations, other than Canada although we may change our assertion if we identify a higher return on this capital in the U.S. and we are able to repatriate the income in a tax-efficient means.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet financing arrangements or liabilities, guarantee contracts, retained or contingent interests in transferred assets or any obligation arising out of a material variable interest in an unconsolidated entity. We do not have any majority-owned subsidiaries that are not included in our condensed consolidated financial statements. Additionally, we do not have an interest in, or relationships with, any special-purpose entities.
Critical Accounting Policies and Estimates
Our critical accounting policies and estimates are included in our 2024 Annual Report and did not materially change during the nine months ended September 30, 2025.
Recently Issued Accounting Pronouncements
Accounting Standards Recently Issued but Not Yet Adopted by the Company
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires entities to expand their existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid. The standard is effective for our annual report for fiscal year 2025. The new standard is expected to be applied prospectively, but retrospective application is permitted. The adoption of this update is expected to impact only the Company’s disclosures and is not expected to have a material impact on the consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03, as clarified by ASU 2025-01, is effective for us beginning in fiscal year 2026 and interim periods within fiscal year 2027, with early adoption permitted. The new standard is expected to be applied prospectively, but retrospective application is permitted. We are currently evaluating the impact of ASU 2024-03 on the consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for internal-use software costs to reflect incremental and iterative development methods. The amendments remove prescriptive development stages and require capitalization of software costs once management has authorized and committed to funding the project and it is probable the project will be completed and the software will be used as intended. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, including interim periods within those years, with early adoption permitted and application on a prospective, modified retrospective, or retrospective basis. The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements and related disclosures.
Other new accounting pronouncements recently issued or newly effective were not applicable to us, did not have a material impact on our condensed consolidated financial statements or are not expected to have a material impact on our condensed consolidated financial statements.
35
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Risk
Our exposure to foreign currency exchange rate fluctuations is primarily the result of foreign subsidiaries and foreign branches primarily domiciled in Canada. We use financial derivative instruments to hedge foreign currency exchange rate risks associated with our Canadian operations.
The assets and liabilities of our foreign subsidiaries and foreign branches, whose functional currencies are primarily Canadian dollars, are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at the average exchange rates prevailing during the period. The cumulative translation effects for subsidiaries using a functional currency other than the U.S. dollar are included in accumulated other comprehensive loss as a separate component of stockholders’ equity. We estimate that had the exchange rate in each country unfavorably changed by ten percent relative to the U.S. dollar, our consolidated income (loss) before taxes would have decreased by approximately $3.4 million for the nine months ended September 30, 2025.
Interest Rate Risk
Interest rate exposure relates primarily to the effect of interest rate changes on borrowings outstanding under the Term Loan Facility, Revolving Credit Facility and Notes.
We manage our interest rate risk through the use of derivative financial instruments. Specifically, we have entered into interest rate collar agreements to manage our exposure to potential interest rate increases that may result from fluctuations in SOFR. We do not designate these derivatives as hedges for accounting purposes, and as a result, all changes in the fair value of derivatives, used to hedge interest rates, are recorded in “Interest expense, net” in our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
We have interest rate collar contracts with an aggregate notional value of principal of $700.0 million as of September 30, 2025, from various financial institutions to manage our exposure to interest rate movements on variable rate credit facilities. The interest rate collar contracts will mature on April 5, 2026, 2027 and 2028. In July 2024, we entered into two interest rate collar contracts with a notional value of principal of $200.0 million each. The interest rate collar contracts are effective December 16, 2024 and will mature on April 5, 2027 and 2028. The aggregate fair value of our interest rate caps and collars represented an outstanding net liability of $0.7 million as of September 30, 2025.
Holding other variables constant, a change of one-eighth percentage point in the weighted average interest rate above the floor of 0.75% on the Term Loan Facility and Revolving Credit Facility would have resulted in an increase of $1.0 million in interest expense, net of gains from interest rate caps and collars, for the nine months ended September 30, 2025.
In the future, in order to manage our interest rate risk, we may refinance our existing debt, enter into additional interest rate cap agreements or modify our existing interest rate cap agreement. However, we do not intend or expect to enter into derivative or interest rate cap transactions for speculative purposes.
ITEM 4. CONTROLS AND PROCEDURES
Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and (2) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of
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disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Control Over Financial Reporting
During the quarter ended September 30, 2025, we continued activities related to the implementation of our new global enterprise resource planning (“ERP”) system, which was deployed in phases during the first and second quarters of fiscal 2025. In the third quarter, we initiated phase two activities focused on enhancing functionality, automating certain processes, and refining related internal controls within the ERP environment.
We are evaluating these enhancements as part of our ongoing assessment of internal control over financial reporting and will continue to monitor their design and operating effectiveness. Except for the changes described above, there were no other changes in our internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved in various legal matters that arise in the ordinary course of our business. Some of these legal matters purport or may be determined to be class and/or representative actions, or seek substantial damages or penalties. Some of these legal matters relate to disputes regarding acquisitions. In connection with certain of the below matters and other legal matters, we have accrued amounts that we believe are appropriate. There can be no assurance, however, that the below matters and other legal matters will not result in us having to make payments in excess of such accruals or that the below matters or other legal matters will not materially or adversely affect our business, financial position, results of operations, or cash flows.
Commercial Matters
We have been involved in various litigation matters and arbitrations with respect to commercial matters arising with clients, vendors and third-party sellers of businesses.
Employment-Related Matters
We have also been involved in various litigation, including purported class or representative actions with respect to matters arising under the U.S. Fair Labor Standards Act, California Labor Code and Private Attorneys General Act. Many involve allegations for allegedly failing to pay wages and/or overtime, failing to provide meal and rest breaks and failing to pay reporting time pay, waiting time penalties and other penalties.
Legal Matters Related to Take 5
In April 2018, we acquired the business of Take 5 Media Group (“Take 5”). As a result of an investigation into that business in 2019 that identified certain misconduct, we terminated all operations of Take 5 in July 2019 and offered refunds to clients of collected revenues attributable to the period after our acquisition. We refer to the foregoing as the Take 5 Matter. We voluntarily disclosed to the United States federal government certain misconduct occurring at Take 5. In October 2022, an arbitrator made a final award in our favor. In October 2025, we entered into an agreement with one of the beneficial owners (and certain other parties) that provides for payments of certain specified amounts to us. We are currently unable to estimate if or when we will be able to collect any amounts from any of the beneficial owners. The Take 5 Matter may result in additional litigation against us, including lawsuits from clients, or governmental investigations, which may expose us to potential liability in excess of the amounts being offered by us as refunds to Take 5 clients.
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ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors disclosed under Part I, Item 1A “Risk Factors” in the 2024 Annual Report, the current effects of which are discussed in more detail in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q. These risks are not the only risks that may affect us. Additional risks that we are not aware of or do not believe are material at the time of this filing may also become important factors that adversely affect our business.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The 2021 Share Repurchase Program does not have an expiration date but provides for suspension or discontinuation at any time. The 2021 Share Repurchase Program permits the repurchase of our Class A common stock on the open market and by other means, including plans complying with Rule 10b5-1 under the Exchange Act. The timing and amount of any share repurchase is subject to prevailing market conditions, relevant securities laws and other considerations, and we are under no obligation to repurchase any specific number of shares.
During the three months ended September 30, 2025, we did not repurchase any of our Class A common stock under the 2021 Share Repurchase Program. As of September 30, 2025, there remained $46.2 million of share repurchase availability under the 2021 Share Repurchase Program.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the three months ended September 30, 2025, none of our directors and executive officers
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ITEM 6. Exhibits
The following exhibits are filed with this Report:
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Incorporated by Reference |
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Exhibit No. |
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Description |
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Form |
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File No. |
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Exhibit |
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Filing Date |
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10.1# |
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Employment offer letter agreement, dated August 4, 2025, by and between Advantage Sales & Marketing LLC d/b/a Advantage Solutions and Jeffrey Harsh. |
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8-K |
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001-38990 |
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10.1 |
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August 7, 2025 |
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10.2 |
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Transition Agreement entered into as August 18, 2025 by and between Andrea young and Club Demonstration Services, Inc. |
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8-K |
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001-38990
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10.1 |
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August 22, 2025
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31.1+ |
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Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 |
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31.2+ |
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Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 |
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32.1** |
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Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 |
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32.2** |
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Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 |
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101.INS |
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Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
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101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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+ Filed herewith. ** Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. # Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. |
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By: |
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/s/ David Peacock |
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David Peacock |
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Chief Executive Officer (Principal Executive Officer) |
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November 6, 2025 |
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By: |
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/s/ Christopher Growe |
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Christopher Growe |
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Chief Financial Officer (Principal Financial Officer) |
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November 6, 2025 |
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