0001193125-21-082918 | POS AM | XBRL Viewer

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2019, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $951,060 in cash and cash equivalents as of December 31, 2019.

Marketable Securities Held in Trust Account

The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest, held in the Trust Account in the accompanying statement of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

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Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

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Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

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Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of December 31, 2019, the carrying values of cash, accounts payable, accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets.

Deferred Offering Costs Associated with the Initial Public Offering

Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering and were charged to stockholders’ equity upon the completion of the Initial Public Offering on July 22, 2019.

Class A Common Stock Subject to Possible Redemption

Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A common stock shall be affected by charges against additional paid-in capital. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of approximately $3.6 million, less franchise taxes of $100,000, income taxes of $730,672 and working capital expense of $279,580 (up to $1,000,000) or $2,469,141 of Class A common stock shall be affected by charges against additional paid-in capital. Accordingly, at December 31, 2019, 43,313,166 shares of Class A common stock are subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Net Income Per Share

Net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 18,583,333 shares of the Company’s Class A common stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method.

The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A common stock are calculated by dividing the interest income earned on investments and marketable securities held in the Trust Account of approximately $3.6 million, net of applicable taxes of $830,672 and $279,580 of working capital expenses (up to $1,000,000) available to be withdrawn from the Trust Account, resulting in a total of $2,469,141 for the year ended December 31, 2019 by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock is calculated by dividing the net income of $2,469,141, less income attributable to Class A common stock by the weighted average number of shares of Class B common stock of $2,469,141 outstanding for the period.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of December 31, 2019.

FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Recent Accounting Pronouncements

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Note 2 — Summary of Significant Accounting Policies

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $514,982 and $951,060 in cash and cash equivalents as of September 30, 2020 and December 31, 2019, respectively.

Marketable Securities Held in Trust Account

The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest, held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information.

Fair Value of Financial Instruments

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Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

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The carrying values of cash, accounts payable, accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets.

Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future conforming events. Accordingly, the actual results could differ from those estimates.

Offering Costs Associated with the Initial Public Offering

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering and were charged to stockholders’ equity upon the completion of the Initial Public Offering on July 22, 2019.

Class A Common Stock Subject to Possible Redemption

Net Income Per Share

The Company’s unaudited condensed statements of operations include a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net loss per share, basic and diluted for Class A common stock are calculated by dividing the interest income earned on investments and marketable securities held in the Trust Account of $34,433, net of applicable taxes of $31,164 and working capital of $398,383 (up to $1,000,000) available to be withdrawn from the Trust Account, resulting in a total of $395,114 for the three months ended September 30, 2020 by the weighted average number of shares of Class A common stock outstanding for the period. Net income per share, basic and diluted for Class A common stock are calculated by dividing the interest income earned on investments and marketable securities held in the Trust Account of $1,705,394, net of applicable taxes of $476,633 and working capital of $720,420 (up to $1,000,000) available to be withdrawn from the Trust Account, resulting in a total of $508,341 for the nine months ended September 30, 2020 by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class A common stock are calculated by dividing the interest income earned on investments and marketable securities held in the Trust Account of $1,697,230, net of applicable taxes of $395,918 and working capital of $138,090 (up to $1,000,000) available to be withdrawn from the Trust Account, resulting in a total of $1,163,222 for the three months ended September 30, 2019 by the weighted average number of shares of Class A common stock outstanding for the period. Net income per share, basic and diluted for Class A common stock are calculated by dividing the interest income earned on investments and marketable securities held in the Trust Account of $1,697,230, net of applicable taxes of $395,918 and working capital of $140,090 (up to $1,000,000) available to be withdrawn from the Trust Account, resulting in a total of $1,161,222 for the period from May 2, 2019 (inception) through September 30, 2019 by the weighted average number of shares of Class A common stock outstanding for the period. Net loss per share, basic and diluted for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock by the weighted average number of shares of Class B common stock outstanding for the periods.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2020 and December 31, 2019, the Company had a deferred tax asset of approximately $1,170,000 and $59,000, respectively, which had a full valuation allowance recorded against it of approximately $1,170,000 and $59,000, respectively.

FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020 and December 31, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company’s current taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three and nine months ended September 30, 2020, the Company recorded income tax (benefit) / expense of approximately ($3,269) and $326,633, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2020 differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception.

Recent Accounting Pronouncements

Initial Public Offering	8 Months Ended	9 Months Ended
Initial Public Offering	Dec. 31, 2019	Sep. 30, 2020
Predecessor Company
Initial Public Offering	Note 3 — Initial Public Offering On July 22, 2019, the Company sold 45,000,000 Units, including 5,000,000 Over-Allotment Units, at a price of $10.00 per Unit, generating gross proceeds of $450 million, and incurring offering costs of approximately $25.36 million, inclusive of approximately $15.75 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).	Note 3 — Initial Public Offering On July 22, 2019, the Company sold 45,000,000 Units, including 5,000,000 Over-Allotment Units, at a price of $10.00 per Unit, generating gross proceeds of $450 million, and incurring offering costs of approximately $25.36 million, inclusive of approximately $15.75 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

Related Party Transactions	8 Months Ended	9 Months Ended	12 Months Ended
Related Party Transactions	Dec. 31, 2019	Sep. 30, 2020	Dec. 31, 2020
Related Party Transactions			*13. Related Party Transactions* *Management Fees* The Company incurred $1.4 million, $5.5 million, and $5.5 million, in management fees to certain entities affiliated with or advised by CVC Capital Partners, Leonard Green & Partners, Bain Capital, Juggernaut Management, LLC, and Centerview Capital, L.P. for the years ended December 31, 2020, 2019, and 2018, respectively, which are included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss. As of the closing of the Transactions, the management service agreements were terminated other than certain provisions, which survive, related to indemnification and expense advancement. *Overlapping Directors* Until February 2, 2020, a member of the board of directors of Topco served as a member of the board of directors for a holding company of a client. During the years ended December 31, 2020, 2019, and 2018, the Company recognized revenues of $3.9 million, $41.8 million, and $43.0 million, respectively, from this client. Accounts receivable from this client were zero and $7.0 million as of December 31, 2020, and 2019, respectively. Beginning October 28, 2020, two members of the board of directors of Topco served as the members of the board of directors of another client of the Company. During the year ended December 31, 2020, the Company recognized revenues of $0.2 million from this client. Accounts receivable from this client was less than $0.1 million as of December 31, 2020. Until October 28, 2020, a member of the board of directors of Topco served as a member of the board of directors of another client of the Company since the appointment on June 25, 2019. During the years ended December 31, 2020 and 2019, the Company recognized revenues of $16.4 million and $5.4 million, respectively, from this client. Accounts receivable from this client was zero and $0.1 million as of December 31, 2020 and 2019, respectively. *Investment in Unconsolidated Affiliates* During the years ended December 31, 2020, 2019, and 2018, the Company recognized revenues of $19.6 million, $21.9 million, and $23.5 million, respectively, from the parent company of an investment in unconsolidated affiliates. Accounts receivable from this client were $2.2 million and $2.2 million as of December 31, 2020 and 2019, respectively. *Long-term Debt* Certain funds managed by CVC Credit Partners, which is part of the same network of companies providing investment management advisory services operating under the CVC brand as CVC Capital Partners, act as lenders under the Company’s New Term Loan Facility. As of December 31, 2020, the funds managed by CVC Credit Partners held $11.3 million of the aggregate principal outstanding under the New Term Loan Facility. Prior to the Closing of the Transactions, the funds managed by CVC Credit Partners under the Company’s First Lien Term Loans and Second Lien Term Loans were $100.2 million and $31.1 million, respectively, as of December 31, 2019. *Intercompany Promissory Notes* Advantage Sales & Marketing Inc., an indirect wholly-owned subsidiary of the Company, entered into intercompany loan agreements with Topco, pursuant to which Topco has borrowed various amounts totaling $6.0 million from Advantage Sales & Marketing Inc. to facilitate the payment to certain former associates for their equity interests in Topco. On September 1, 2020, Advantage Sales & Marketing Inc. entered into a new intercompany loan agreement with Topco consolidating all outstanding amounts under the prior agreements. Pursuant to the new intercompany loan agreement Topco borrowed $6.0 million at an interest rate of 0.39% per annum. This loan matures on December 31, 2023 and is pre-payable at any time without penalty.
Predecessor Company
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares In May 2019, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 11,500,000 shares of Class B common stock, par value $0.0001, (the “Founder Shares”). In June 2019, the Sponsor transferred 25,000 Founder Shares to each of the Company’s independent directors. The initial stockholders have agreed to forfeit up to 1,500,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in part on July 22, 2019. On September 3, 2019, the remainder of the underwriters’ over-allotment option expired and the Sponsor forfeited 250,000 Founder Shares. As of December 31, 2019, there were 11,250,000 shares of Class B common stock outstanding. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Private Placement Warrants Concurrently with the closing of the Initial Public Offering, on July 22, 2019 the Company sold 7,333,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of approximately $11.0 million. Each whole Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share. Certain of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering and are held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not consummated within the Combination Period, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under any Working Capital Loan. Promissory Note Prior to the closing of the Initial Public Offering, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and payable on the earlier of December 31, 2019 or the completion of the Initial Public Offering. On July 22, 2019, the total balance of $141,636 of the Note was repaid to the Sponsor. Administrative Support Agreement Commencing on the date the securities of the Company are first listed on the NASDAQ, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of an initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred approximately $60,000 in expenses in connection with such services during the period from May 2, 2019 (inception) through December 31, 2019, which are included in general and administrative expenses in the accompanying statement of operations. Accounts Payable — Related Party As of December 31, 2019, the Company had a balance of $127,912 payable to related parties for expenses paid on behalf of the Company in the amount of $67,912 and $60,000 payable under the administrative support agreement. These borrowings are non-interest bearing, unsecured and due on demand.	Note 4 — Related Party Transactions Founder Shares In May 2019, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 11,500,000 shares of Class B common stock, par value $0.0001, (the “Founder Shares”). In June 2019, the Sponsor transferred 25,000 Founder Shares to each of the Company’s independent directors. The initial stockholders have agreed to forfeit up to 1,500,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in part on July 22, 2019. On September 3, 2019, the remainder of the underwriters’ over-allotment option expired and the Sponsor forfeited 250,000 Founder Shares. As of September 30, 2020, there were 11,250,000 shares of Class B common stock outstanding. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Private Placement Warrants Concurrently with the closing of the Initial Public Offering, on July 22, 2019 the Company sold 7,333,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of approximately $11.0 million. Each whole Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share. Certain of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering and are held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not consummated within the Combination Period, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under any Working Capital Loan. Promissory Note Prior to the closing of the Initial Public Offering, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and payable on the earlier of December 31, 2019 or the completion of the Initial Public Offering. On July 22, 2019, the total balance of $141,636 of the Note was repaid to the Sponsor. Administrative Support Agreement Commencing on the effective date of the Initial Public Offering, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of an initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three and nine months ended September 30, 2020, the Company incurred $30,000 and $90,000, respectively, in expenses in connection with such services, as reflected in the accompanying unaudited condensed statement of operations. As of September 30, 2020 and December 31, 2019, the Company had approximately $150,000 and $60,000, respectively, in accounts payable for related party in connection with such services as reflected in the accompanying condensed balance sheets.

Commitments and Contingencies	8 Months Ended	9 Months Ended	12 Months Ended
Commitments and Contingencies	Dec. 31, 2019	Sep. 30, 2020	Dec. 31, 2020
Commitments and Contingencies			*17. 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, 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 business, financial position, or results of operations. Employment Matters The Company has also been involved in various litigation, including purported class or representative actions with respect to matters arising under the California Labor Code and Private Attorneys General Act. The Company has retained outside counsel to represent it in these matters and is vigorously defending its interests. Legal Matters Related to Take 5 USAO and FBI Voluntary Disclosure and Investigation Related to Take 5 The Company voluntarily disclosed to the United States Attorney’s Office and the Federal Bureau of Investigation certain misconduct occurring at Take 5, a line of business that the Company closed in July 2019. The Company intends to cooperate in this and any other governmental investigations that may arise in connection with the Take 5 Matter. At this time, the Company cannot predict the ultimate outcome of any investigation related to the Take 5 Matter and is unable to estimate the potential impact such an investigation may have on the Company. Arbitration Proceedings Related to Take 5 In August 2019, as a result of the Take 5 Matter, the Company provided a written indemnification claim notice to the sellers of Take 5 (the “Take 5 Sellers”) seeking monetary damages (including interest, fees and costs) based on allegations of breach of the asset purchase agreement (the “Take 5 APA”), as well as fraud. In September 2019, the Take 5 Sellers initiated arbitration proceedings against the Company, alleging breach of the Take 5 APA as a result of the Company’s decision to terminate the operations of the Take 5 business, and seeking monetary damages equal to all unpaid earn-out payments under the Take 5 APA (plus interest, fees and costs). ). In 2020, the Take 5 sellers amended their statement of claim to allege defamation, relating to statements the Company made to customers in connection with terminating the operations of the Take 5 business, and seeking monetary damages for the alleged injury to their reputation. The Company filed its response to the Take 5 Sellers’ claims, and asserted indemnification, fraud and other claims against the Take 5 Sellers as counterclaims and cross-claims in the arbitration proceedings. The Company is currently unable to estimate the potential impact related to these arbitration proceedings, but the Company has retained outside counsel to represent the Company in these matters and intends to vigorously pursue the Company’s interests. Other Legal Matters Related to Take 5 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. The Company is currently unable to determine the amount of any potential liability, costs or expenses (above the amounts already being offered as refunds) that may result from any lawsuits or investigations associated with the Take 5 Matter or determine whether any such issues will have any future material adverse effect on the Company’s financial position, liquidity, or results of operations. Although the Company has insurance covering certain liabilities, the Company cannot assure that the insurance will be sufficient to cover any potential liability or expenses associated with the Take 5 Matter. *Surety Bonds* 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 benefit of $7.5 million and $0.5 million as of December 31, 2020, and 2019, respectively.
Predecessor Company
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration and Stockholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration and stockholder rights agreement entered into in connection with the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and stockholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 6,000,000 Over-Allotment Units to cover over-allotments, if any, at the Initial Public Offering price less underwriting discounts and commissions. On July 22, 2019, the underwriters partially exercised their over-allotment option for 5,000,000 Over-Allotment Units. Based on the partial exercise of the underwriters’ over-allotment option, the underwriters were entitled to underwriting discounts of $0.20 per unit, or $9.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $15.75 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.	Note 5 — Commitments and Contingencies Registration and Stockholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration and stockholder rights agreement entered into in connection with the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and stockholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 6,000,000 Over-Allotment Units to cover over-allotments, if any, at the Initial Public Offering price less underwriting discounts and commissions. On July 22, 2019, the underwriters partially exercised their over-allotment option for 5,000,000 Over-Allotment Units. Based on the partial exercise of the underwriters’ over-allotment option, the underwriters were entitled to underwriting discounts of $0.20 per unit, or $9.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $15.75 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Equity

8 Months Ended

9 Months Ended

Dec. 31, 2019

Sep. 30, 2020

Stockholders' Equity

Note 6 — Stockholders’ Equity

Class A Common Stock — The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2019, there were 45,000,000 shares of Class A common stock issued and outstanding, including 43,313,166 shares of Class A common stock subject to possible redemption.

Class B Common Stock — The Company is authorized to issue 50,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of December 31, 2019, there were 11,250,000 shares of Class B common stock outstanding.

Holders of shares of Class A common stock and holders of shares of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law or stock exchange rule; provided that only holders of shares of Class B common stock have the right to vote on the election of the Company’s directors prior to the initial Business Combination.

The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of Class A common stock issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor upon conversion of Working Capital Loans.

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share, and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2019, there were no shares of preferred stock issued or outstanding.

Warrants — Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than twenty business days, after the closing of a Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. If the shares issuable upon exercise of the warrants issued in our initial public offering are not registered under the Securities Act, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial stockholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Commencing 90 days after the Public Warrants become exercisable, the Company may redeem the Public Warrants:

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the “fair market value” of the Class A common stock (the “fair market value” of the Class A common stock shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants);

•

if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and

•

if, and only if, there is an effective registration statement covering the Class A common stock issuable upon exercise of the warrants (or such other security as the warrants may be exercisable for at the time of redemption) and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given, or an exemption from registration is available.

In addition, the Company may redeem the Public Warrants for cash (except with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption; and

•

if, and only if, the last reported closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Note 6 — Stockholders’ Equity

Class A Common Stock — The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2020 and December 31, 2019, there were 45,000,000 shares of Class A common stock issued and outstanding, including 42,907,031 and 43,313,166 shares of Class A common stock subject to possible redemption, respectively.

Class B Common Stock — The Company is authorized to issue 50,000,000 shares of Class B common stock with a par value of $0.0001 per share. As September 30, 2020 and December 31, 2019, there were 11,250,000 shares of Class B common stock outstanding.

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share, and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2020 and December 31, 2019, there were no shares of preferred stock issued or outstanding.

Warrants — Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than twenty business days, after the closing of a Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Commencing 90 days after the Public Warrants become exercisable, the Company may redeem the Public Warrants:

•

in whole and not in part;

•

In addition, the Company may redeem the Public Warrants for cash (except with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption; and

•

Fair Value Measurements

8 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2019

Sep. 30, 2020

Dec. 31, 2020

9. 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.

As of December 31, 2020, and 2019, the Company’s interest rate derivatives and forward contracts are Level 2 assets and liabilities with the related fair values based on third-party pricing service models. These models use discounted cash flows that utilize market-based forward swap curves commensurate with the terms of the underlying instruments.

As of December 31, 2020, and 2019, the contingent consideration assets and liabilities are Level 3 assets and liabilities with the related fair values based on the significant unobservable inputs and probability weightings in using the income approach.

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. The carrying amounts of “Cash and cash equivalents”, “Accounts receivable”, and “Accounts payable” approximate fair value due to the short-term maturities of these financial instruments in the Consolidated Balance Sheets.


	December 31, 2020
(in thousands)	Fair Value		Level 1		Level 2		Level 3
Assets measured at fair value
Cash and cash equivalents	$	204,301	$	204,301	$	—	$	—
Derivative financial instruments		1,824		—		1,824		—

Total assets measured at fair value	$	206,125	$	204,301	$	1,824	$	—

Liabilities measured at fair value
Derivative financial instruments	$	1,882	$	—	$	1,882	$	—
Contingent consideration liabilities		45,901		—		—		45,901

Total liabilities measured at fair value	$	47,783	$	—	$	1,882	$	45,901


	December 31, 2019
(in thousands)	Fair Value		Level 1		Level 2		Level 3
Assets measured at fair value
Cash and cash equivalents	$	184,224	$	184,224	$	—	$	—
Contingent consideration receivable		6,120		—		—		6,120

Total assets measured at fair value	$	190,344	$	184,224	$	—	$	6,120

Liabilities measured at fair value
Derivative financial instruments	$	3,277	$	—	$	3,277	$	—
Contingent consideration liabilities		47,649		—		—		47,649

Total liabilities measured at fair value	$	50,926	$	—	$	3,277	$	47,649

Interest Rate Cap Agreements

As of December 31, 2020, and 2019, the Company had interest rate cap contracts with an aggregate notional value of principals of $2.2 billion and $1.5 billion, respectively, from various financial institutions to manage the Company’s exposure to interest rate movements on variable rate credit facilities. As of December 31, 2020, the aggregate fair value of the Company’s outstanding interest rate caps represented an outstanding net asset of $1.8 million and an outstanding net liability of $1.9 million. As of December 31, 2019, the aggregate fair value of the Company’s outstanding interest rate caps represented an outstanding net liability of $3.3 million.

As of December 31, 2020, $1.8 million, $1.0 million, and $0.9 million of the Company’s fair value of outstanding interest rate caps were included in “Prepaid expenses and other current assets “, “Other accrued expenses”, and “Other long-term liabilities” in the Consolidated Balance Sheets, respectively, with changes in fair value recognized as a component of “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive Loss. As of December 31, 2019, $1.0 million and $2.3 million of the Company’s fair value of outstanding interest rate caps were included in “Other accrued expenses” and “Other long-term liabilities” in the Consolidated Balance Sheets, respectively, with changes in fair value recognized as a component of “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive Loss.

During the years ended December 31, 2020, 2019, and 2018, the Company recorded interest expense in the amount of $0.4 million, $2.7 million, and $3.9 million, respectively, related to changes in the fair value of its derivative instruments, respectively.

Forward Contracts

During the years ended December 31, 2020, 2019, and 2018, the Company recognized a gain of $0.5 million, a loss of $0.4 million, and a loss of $1.0 million, respectively, related to changes in fair values of the forward contracts as a component of “Selling, general and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss.

Contingent Consideration Receivable

Each reporting period, the Company measures the fair value of its contingent receivable by evaluating the significant unobservable inputs and probability weightings using Monte Carlo simulations. Any resulting decreases or increases in the fair value result in a corresponding gain or loss reported in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss.

The Company has reassessed the fair value of contingent consideration, noting that as of December 31, 2020, projected EBITDA related to acquisitions, which was anticipated to contribute to measurement period EBITDA, was lower than expected. This reassessment resulted in a fair value adjustment of a $6.1 million loss that was included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss.

Long-term Debt

The following table sets 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 (Level 2)
Balance at December 31, 2020
New Term Loan Credit Facility	$	1,325,000	$	1,447,993
Notes		775,000		884,826
New Revolving Credit Facility		50,000		50,000
Notes payable and deferred obligations		3,618		3,618

Total long-term debt	$	2,153,618	$	2,386,437


(in thousands)	Carrying Value		Fair Value (Level 2)
Balance at December 31, 2019
First Lien Term Loan	$	2,467,529	$	2,413,663
Second Lien Term Loan		760,000		733,526
Notes payable and deferred obligations		2,053		1,872

Total long-term debt	$	3,229,582	$	3,149,061

Note 7 — Fair Value Measurements

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.


	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Marketable securities held in Trust Account	$	452,816,525	$	—	$	—

Total	$	452,816,525	$	—	$	—

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the year ended December 31, 2019.

Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

Note 7 — Fair Value Measurements

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.


	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
September 30, 2020
Marketable securities held in Trust Account	$	453,742,245	$	—	$	—

Total	$	453,742,245	$	—	$	—


	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
December 31, 2019
Marketable securities held in Trust Account	$	452,816,525	$	—	$	—

Total	$	452,816,525	$	—	$	—

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods. There were no transfers between levels for the three and nine months ended September 30, 2020.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Income Tax

8 Months Ended

12 Months Ended

Dec. 31, 2019

Dec. 31, 2020

Income Tax

15. Income Taxes

The (benefit from) provision for income taxes is as follows:


	Year Ended December 31,
	2020			2019			2018
(in thousands)
Current tax (benefit) expense
Federal	$	(9,106	)	$	45,874		$	21,399
State		4,710			11,311			11,742
Foreign		13,422			12,231			12,140

Total current tax expense		9,026			69,416			45,281

Deferred tax (benefit) expense
Federal		(6,501	)		(53,314	)		(164,208	)
State		868			(11,055	)		(48,653	)
Foreign		(8,724	)		(3,694	)		(754	)

Total deferred tax benefit		(14,357	)		(68,063	)		(213,615	)

Total (benefit from) provision for income taxes	$	(5,331	)	$	1,353		$	(168,334	)

A reconciliation of the provision for taxes based on the federal statutory income tax rate attributable to the Company’s effective income tax rate is as follows:


	Year Ended December 31,
	2020			2019			2018
Statutory U.S. rate		21.0	%		21.0	%		21.0	%
State tax, net of federal tax benefit		(2.6	)%		(1.1	)%		2.2	%
Foreign tax, net of federal tax benefit		1.1	%		(17.4	)%		(0.4	)%
Goodwill impairment		—			—			(10.4	)%
Global Intangible Low Taxed Income		—			(8.3	)%		(0.2	)%
Transaction expenses		(0.1	)%		(5.4	)%		(0.1	)%
Disallowed Executive Compensation		(3.4	)%		—			—
Equity-based compensation		(11.2	)%		(1.5	)%		0.2	%
Meals and entertainment		(0.7	)%		(11.1	)%		(0.2	)%
Contingent consideration fair value adjustment		(1.4	)%		7.1	%		0.7	%
Non-deductible expenses		(0.4	)%		(4.6	)%		—
Return to provision on permanent differences		0.1	%		8.2	%		0.1	%
Work opportunity tax credit		0.5	%		3.3	%		—
Research and development credit		0.3	%		4.0	%		—
Other		—			(1.6	)%		(0.1	)%

Effective tax rate		3.2	%		(7.4	)%		12.8	%

The geographic components of (loss) income before income taxes are as follows:


	Year Ended December 31,
	2020			2019			2018
(in thousands)
U.S. sources	$	(190,163	)	$	(32,893	)	$	(1,347,770	)
Non-U.S. sources		23,125			14,490			28,213

Loss before income taxes	$	(167,038	)	$	(18,403	)	$	(1,319,557	)

Net deferred tax liabilities consist of the following:


	December 31,
(in thousands)	2020			2019
Deferred tax assets
Accrued liabilities	$	77,599		$	70,420
Interest expense		20,851			49,586
Social security tax deferral		12,656			—
Net operating losses		10,557			7,671
Right-of-use liabilities		11,996			26,648
Transaction expenses		8,643			5,325
Debt issuance costs		6,422			973
Acquired intangibles, including goodwill		2,205			2,292
Insurance reserves		2,262			2,403
Other		4,755			6,158

Total deferred tax assets		157,946			171,476

Deferred tax liabilities
Acquired intangibles including goodwill		618,697			636,245
Right-of-use assets		7,890			20,294
Restructuring expenses		4,977			6,857
Depreciation		2,464			1,617
Unrealized transactions		—			990
Other		6,266			6,038

Total deferred tax liabilities		640,294			672,041

Less: deferred income tax asset valuation allowances		(6,706	)		(5,570	)

Net deferred tax liabilities	$	489,054		$	506,135


	December 31,
(in thousands)	2020		2019
Reported as:
Noncurrent deferred tax asset	$	2,188	$	227
Noncurrent deferred tax liability		491,242		506,362

Net deferred tax liabilities	$	489,054	$	506,135

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. Intended to provide economic relief to those impacted by the COVID-19 pandemic, the CARES Act includes provisions, among others, addressing the carryback of net operating loss carryforwards (“NOLs”) for specific periods, refunds of alternative minimum tax credits, temporary modifications to the limitations placed on the tax deductibility of net interest expenses, and technical amendments for qualified improvement property (“QIP”). Additionally, the CARES Act, in efforts to enhance business’ liquidity, provides for refundable employee retention tax credits and the deferral of the employer-paid portion of social security taxes.

The CARES Act allows employers to defer payment of a portion of payroll taxes otherwise due on wages paid between the enactment date and December 31, 2020 and remit the deferred payroll taxes in equal amounts on December 31, 2021 and December 31, 2022. Under this provision of the CARES Act, the Company has recorded the tax impact of $12.6 million as a deferred tax asset.

The Company held cash and cash equivalents in foreign subsidiaries of $87.7 million and $59.3 million as of December 31, 2020 and 2019, respectively. As of December 31, 2020, and 2019, the undistributed earnings of the Company’s foreign subsidiaries are $134.6 million and $92.6 million, respectively.

The Company has not recorded a deferred tax liability related to undistributed earnings of its foreign subsidiaries as of December 31, 2020, except for a $2.1 million of deferred tax liability recorded as of December 31, 2020 for unremitted earnings in Canada with respect to which the Company no longer has an indefinite reinvestment assertion. Taxes have not been provided on the remaining $82.5 million of undistributed foreign earnings. The incremental tax liability associated with these earnings is expected to be immaterial.

The Company evaluates its deferred tax assets, including a determination of whether a valuation allowance is necessary, based upon its ability to utilize the assets using a more likely than not analysis. Deferred tax assets are only recorded to the extent that they are realizable based upon past and future income. As a result of the evaluation, the Company established a valuation allowance of $6.7 million and $5.6 million on its foreign affiliates’ deferred tax assets as of December 31, 2020 and 2019, respectively.

As of December 31, 2020, the Company had $6.2 million of federal NOLs, $16.3 million state NOLs, and $31.4 million foreign NOLs. The change of ownership provisions of the Tax Reform Act of 1986 may limit utilization of a portion of the Company’s domestic NOLs to future periods. The federal NOLs expire between 2036 and 2037, $13.2 million of the state NOLs expire between 2023 and 2039 and the remaining $3.1 million of the state NOLs carry forward indefinitely. Foreign NOLs of $11.6 million expire between 2024 and 2032 and the remaining $19.8 million of the foreign NOLs carry forward indefinitely.

Income Tax

Note 8 — Income Tax

The Company’s provision for income tax consists of the following:


	For the Period From May 2, 2019 (inception) through December 31, 2019
Current:
Federal	$	730,672
State		—
Deferred:
Federal		58,712
State		—
Change in valuation allowance		(58,712	)

Income tax expense	$	730,672

The Company’s net deferred tax assets are as follows:


	December 31, 2019
Deferred tax asset:
Startup / organizational costs		58,712

Total deferred tax assets		58,712

Valuation allowance		(58,712	)

Deferred tax asset, net of allowance	$	—

In assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. The Company considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment.

A reconciliation of the federal income tax rate to the Company’s effective tax rate for the period from May 2, 2019 (inception) through December 31, 2019 is as follows:


Statutory federal income tax rate	21.0	%
State taxes, net of federal tax benefit	0.0	%
Change in valuation allowance	1.8	%

Effective income tax rate	22.8	%

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Organization and Significant Accounting Policies

Subsequent Events	8 Months Ended	9 Months Ended	12 Months Ended
Subsequent Events	Dec. 31, 2019	Sep. 30, 2020	Dec. 31, 2020
Subsequent Events			*18. Subsequent Events* Subsequent to December 31, 2020, the Company completed two business acquisitions, which were a sales agency and a marketing agency. The aggregate cash paid for these consummated acquisitions was $17.0 million. The purchase agreements related to those acquisitions included contingent consideration with a maximum payment outcome of $14.2 million and holdback of $1.4 million. The Company has determined that the purchase price allocation related to these acquisitions is impractical to report as of the date of this filing. Purchase price allocations are considered preliminary and subject to adjustment during the measurement period, which is up to one year from the acquisition date. In January 2021 and February 2021, the Company granted performance restricted stock units with respect to our Class A common stock (“PSUs”) under the Advantage Solutions Inc. 2020 Incentive Award Plan (the “2020 Plan”). The grants provided for a target of 2,557,188 shares of Common Stock to be issued pursuant to the PSUs under the 2020 Plan. The PSUs are subject to the achievement of certain performance conditions based on the Company’s Adjusted EBITDA and revenues and the recipient’s continued service to the Company, the PSUs are scheduled to vest over a three-year period from the date of grant and may vest from 0% to 150% of the targeted number of shares set forth in the immediately preceding sentence. In January 2021 and February 2021, the Company granted restricted stock units with respect to our Class A common stock (“RSUs”) of 1,703,663 shares. RSUs for 125,000 shares of Common Stock are scheduled to vest in two equal tranches on the first and second anniversaries of the grant date. The remaining RSUs are scheduled to vest in three equal tranches, and a tranche shall vest on each of the first, second and third anniversaries of the grant date. In January 2021, the Company granted RSUs to certain of its directors (Ronald E. Blaylock, Beverly Chase, Virginie Costa and Elizabeth Muñoz-Guzman) with respect to 10,356 shares each. The grants were made in accordance with the Company’s Non-Employee Director Compensation Policy. The RSUs granted to these directors are scheduled to vest on the earlier of the one-year anniversary of the date of grant or the day immediately preceding the date of the first annual meeting of the Company’s stockholders occurring after the date of grant. The 5,000,000 Performance Shares issued to Topco at the Closing vested on January 15, 2021, when the closing price for the Class A common stock equaled or exceeded $12.00 per share for 20 trading days out of 30 consecutive trading days during the five-year period after the Closing.
Predecessor Company
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.	Note 8 — Subsequent Events Subsequent to September 30, 2020, the Company withdrew $1,000,000 from the interest earned on the funds held in the Trust Account for working capital purposes.

Organization and Significant Accounting Policies

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

1. Organization and Significant Accounting Policies

On July 25, 2014, Advantage Solutions Inc. (“ASI Intermediate”) acquired Advantage Sales & Marketing Inc. (the “2014 Topco Acquisition”) from AGS Topco Holdings, L.P. and its private equity sponsor, Apax Partners. As a result of the 2014 Topco Acquisition, Advantage Sales & Marketing Inc. became a wholly owned indirect subsidiary of ASI Intermediate, of which Karman Topco L.P. (“Topco”) is the parent.

The units of Topco are held by equity funds affiliated with or advised by CVC Capital Partners, Leonard Green & Partners, Juggernaut Capital Partners, Centerview Capital, L.P., Bain Capital and Yonghui Investment Limited, as well as by current and former members of the Company’s management.

On September 7, 2020, ASI Intermediate entered into an agreement and plan of merger (as amended, modified, supplemented or waived, the “Merger Agreement”), with Conyers Park II Acquisition Corp, a Delaware corporation, now known as Advantage Solutions Inc. (“Conyers Park”), CP II Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Conyers Park (“Merger Sub”), and Topco. Conyers Park neither engaged in any operations nor generated any revenue. Based on Conyers Park’s business activities, it was a “shell company” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)

On October 28, 2020 (the “Closing Date”), Conyers Park consummated the merger pursuant to the Merger Agreement, by and among Merger Sub, ASI Intermediate (“Legacy Advantage”), and Topco. Pursuant to the Merger Agreement, Merger Sub was merged with and into Legacy Advantage with Legacy Advantage being the surviving company in the merger as a wholly owned subsidiary of Conyers Park (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). On the Closing Date, and in connection with the closing of the Transactions (the “Closing”), Conyers Park changed its name to Advantage Solutions Inc. (the “Company” or “Advantage”) and ASI Intermediate changed its name to ASI Intermediate, Corp.

As of the Closing, Topco received 203,750,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). Additionally, 5,000,000 shares of Class A common stock (“Performance Shares”) were issued to Topco at Closing, which were subject to vesting upon satisfaction of a market performance condition for any period of 20 trading days out of 30 consecutive trading days during the five-year period after the Closing, and Topco was not able to vote or sell such shares until vesting. Such Performance Shares vested on January 15, 2021 when the market performance condition was satisfied.

In connection with the entry into the Merger Agreement, Conyers Park also entered into the Subscription Agreements with certain investors (the “PIPE Investors”), pursuant to which, among other things, Conyers Park agreed to issue and sell in a private placement shares of Conyers Park Class A common stock for a purchase price of $10.00 per share. The PIPE Investors, other than the Advantage Sponsors and their affiliates, have agreed to purchase an aggregate of 51,130,000 shares of Conyers Park Class A common stock. Certain of the Advantage Sponsors or their affiliates agreed to purchase an aggregate of 34,410,000 shares of Conyers Park Class A common stock, and, at their sole discretion. The shares of Conyers Park Class A common stock purchased by the PIPE Investors in the private placement are referred to as the “PIPE Shares” and the aggregate purchase price paid for the PIPE Shares is referred to as the “PIPE Investment Amount.” At the Closing, the PIPE Investment was consummated, and 85,540,000 shares of Class A common stock was issued for aggregate gross proceeds of $855.4 million.

Further, as part of the Closing, Conyers Park’s public shareholders redeemed 32,114,818 shares of Class A common stock at a redemption price of $10.06 per share, resulting in a $323.1 million payment from Conyers Park’s trust account proceeds and 12,885,182 shares of Class A common stock of Conyers Park existing public stockholders remain outstanding. Additionally, 11,250,000 shares of Conyers Park Class B common stock, par value $0.0001 per share, held by the CP Sponsor, automatically converted into shares of Conyers Park Class A common stock. As of the Closing, the PIPE Investors, Conyers Park existing public stockholders, and CP Sponsor collectively held 109,675,182 shares of Class A common stock.

The Merger was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Conyers Park is treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the current stockholder of Legacy Advantage, Topco, having a relative majority of the voting power of the combined entity, the operations of Legacy Advantage prior to the Merger comprising the only ongoing operations of the combined entity, and senior management of Legacy Advantage comprising the senior management of the combined entity. Accordingly, for accounting purposes, the financial statements of the combined entity represent a continuation of the financial statements of Legacy Advantage with the acquisition being treated as the equivalent of Legacy Advantage issuing stock for the net assets of Conyers Park, accompanied by a recapitalization. The net assets of Conyers Park are stated at historical cost, with no goodwill or other intangible assets recorded. The shares and net (loss) income per share available to holders of the Legacy Advantage’s common stock, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement.

In connection with the Merger, ASI Intermediate received $93.9 million from Conyers Park’s trust account balance after the payments of $323.1 million redemptions by Conyers Park public stockholders and of $37.3 million transaction expenses incurred by Conyers Park. ASI Intermediate incurred direct and incremental costs of approximately $24.0 million related to the equity issuance, consisting primarily of investment banking, legal, accounting and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds. In addition, the Company incurred $39.8 million in transaction bonuses and $76.0 million in non-cash share-based compensation expense due to the accelerated vesting of Topco’s legacy share-based compensation plan. The transaction bonuses and share-based compensation are included in “Selling, general and administrative expenses” on our Consolidated Statement of Operations and Comprehensive Loss for year ended December 31, 2020.

The Company is headquartered in Irvine, California and is a leading business solutions provider to consumer goods manufacturers and retailers. The Company is a provider of outsourced solutions to consumer goods companies and retailers.

The Company’s common stock and warrants are now listed on the Nasdaq Global Select market under the symbol “ADV” and warrants to purchase the Common Stock at an exercise price of $11.50 per share are listed on the Nasdaq Global Select market under the symbol “ADVWW”.

Basis of Presentation and Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its controlled subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The financial information set forth herein reflects: (a) the consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the years ended December 31, 2020, 2019, and 2018 and (b) the consolidated balance sheets as of December 31, 2020 and 2019. The consolidated financial statements for the years ended December 31, 2020, 2019, and 2018 reflect Topco’s basis in the assets and liabilities of the Company, as a result of the 2014 Topco Acquisition. The Company’s share in the earnings or losses for its joint ventures is reflected in “Investments in unconsolidated affiliates” and “Cost of revenues” in the Consolidated Balance Sheets and Consolidated Statements of Operations and Comprehensive Loss, respectively. All intercompany balances and transactions have been eliminated upon consolidation.

Take 5 Matter

On April 1, 2018, the Company acquired certain assets and assumed liabilities of Take 5 Media Group (“Take 5”) for total consideration of $81.6 million, including the fair value of contingent consideration of $4.6 million and holdback liabilities of $0.8 million. In June 2019, as a result of a review of internal allegations related to inconsistency of data provided by Take 5 to its clients, the Company commenced an investigation into Take 5’s operations. In July 2019, as a result of the Company’s investigation, the Company determined that revenue during the fiscal year ended December 31, 2018 attributable to the Take 5 business had been recognized for services that were not performed on behalf of clients of Take 5 and that inaccurate reports were made to Take 5 clients about those services (referred to as the “Take 5 Matter”). As a result of these findings, in July 2019, the Company terminated all operations of Take 5, including the use of its associated trade names and the offering of its services to its clients and offered refunds to Take 5 clients of collected revenues attributable to Take 5 since the Company’s acquisition of Take 5. The Company also determined that the amounts assigned to the assets of Take 5 acquired on the acquisition date had been improperly established based on inaccurate assumptions as to the fair value of the assets acquired and recorded a loss on Take 5 charge of $79.2 million in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2018.

In May 2020, the Company received $7.7 million from its representation warranty and indemnity policy related to the Take 5 acquisition for claims related to the Take 5 Matter, the maximum aggregate recovery under the policy.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from such estimates. The most significant estimates include revenues, workers’ compensation and employee medical claim reserves, fair value of contingent consideration, leases, income taxes, equity-based compensation, derivative instruments and fair value considerations in applying purchase accounting and assessing goodwill and other asset impairments.

Foreign Currency

The Company’s reporting currency is U.S. dollars as that is the currency of the primary economic environment in which the Company operates. The Company translates the assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates in effect at the end of each period. Revenues and expenses for these subsidiaries are translated using rates that approximate those in effect during the period. Gains and losses from these translations are included in “Accumulated other comprehensive income (loss)” in the Consolidated Statements of Stockholders’ Equity. Transactions in foreign currencies other than the entities’ functional currency are converted using the rate of exchange at the date of transaction. The gains or losses arising from the revaluation of foreign currency transactions to functional currency are included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss. Unrealized foreign currency exchange gains and losses on certain intercompany transactions that are of a long-term investment nature (i.e., settlement is not planned or anticipated in the foreseeable future) are also recorded in accumulated other comprehensive income (loss) in stockholders’ equity. The Company reports gains and losses from foreign exchange rate changes related to intercompany receivables and payables that are of a long-term investment nature, in “Other comprehensive income (loss)” in the Consolidated Statements of Operations and Comprehensive Loss. These items represented net losses of $2.1 million, $2.9 million, and $4.4 million during the fiscal years ended December 31, 2020, 2019, and 2018, respectively.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and highly liquid investments having an original maturity of three months or less. The Company’s investments consist primarily of institutional money market funds and U.S. Treasury securities. The Company’s investments are carried at cost, which approximates fair value. The Company has restricted cash related to funds received from clients that will be disbursed at the direction of those clients. Corresponding liabilities have been recorded in “Other accrued expenses” in the Consolidated Balance Sheets.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Company’s consolidated balance sheets that sum to the total of the same such amounts shown in the Company’s Consolidated Statements of Cash Flows:


	December 31,
	2020		2019		2018
(in thousands)
Cash and cash equivalents	$	204,301	$	184,224	$	141,590
Restricted cash		15,665		14,801		2,929

Total cash, cash equivalents and restricted cash	$	219,966	$	199,025	$	144,519

Accounts Receivable and Expected Credit Losses

Accounts receivable consist of amounts due from clients for services provided in normal business activities and are recorded at invoiced amounts. The Company measures expected credit losses against certain billed receivables based upon the latest information regarding whether invoices are ultimately collectible. Assessing the collectability of client receivables requires management judgment. The Company determines its expected credit losses by specifically analyzing individual accounts receivable, historical bad debts, client credit-worthiness, current economic conditions, and accounts receivable aging trends. Valuation reserves are periodically re-evaluated and adjusted as more information about the ultimate collectability of accounts receivable becomes available. Upon determination that a receivable is uncollectible, the receivable balance and any associated reserve is written off.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of accounts receivable and cash balances at various financial institutions. The Company maintains cash balances in accounts at various financial institutions. At times such cash balances may exceed federally insured limits. The Company has not experienced any losses in such accounts.

Derivatives

The Company uses derivative financial instruments to hedge interest rate and foreign exchange risk. Derivative instruments, used to hedge interest rates, consist of interest rate swaps and interest rate caps. Interest rate swap contracts involve the exchange of floating rate interest payment obligations for fixed interest rate payments without the exchange of the underlying principal amounts. Interest rate cap contracts limit the floating interest rate exposure to the indicative rate in the agreement. Derivatives are initially recognized at fair value on the date a contract is entered into and are subsequently re-measured at fair value. The fair values of derivatives are measured using observable market prices or, where market prices are not available, by using discounted expected future cash flows at prevailing interest and exchange rates. The Company does 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 and foreign exchange risk, are recorded in “Interest expense” and in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss, respectively. These arrangements contain an element of risk in that the counterparties may be unable to meet the terms of such arrangements. In the event the counterparties are unable to fulfill their related obligations, the Company could potentially incur significant additional costs by replacing the positions at then current market rates. The Company manages its risk of exposure by limiting counterparties to those banks and institutions deemed appropriate by management.

Property and Equipment

Property and equipment are stated at cost, and the balances are presented net of accumulated depreciation. Depreciation expense is calculated using the straight-line method over the estimated useful lives of the assets. The following table provides the range of estimated useful lives used for each asset type:


Leasehold improvements		3—10 years
Furniture and fixtures		3—7 years
Computer hardware and other equipment		3—5 years
Software		3—5 years

The Company capitalizes certain direct costs associated with the development and purchase of internal-use software within property and equipment. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the software, generally not exceeding five years.

Leasehold improvements are amortized on a straight-line basis over the shorter of their respective lease terms or their respective estimated useful lives. The cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the Consolidated Balance Sheets and the resulting gain or loss is reflected in the “Cost of revenues” and “Selling, general, administrative expenses” within the Consolidated Statements of Operations and Comprehensive Loss, depending on the nature of the assets. Expenditures for maintenance and repairs are expensed as incurred, whereas expenditures for improvements and replacements are capitalized.

Equity Method Investments

Investments in companies in which the Company exercises significant influence over the operating and financial policies of the investee and are not required to be consolidated are accounted for using the equity method. The Company’s proportionate share of the net income or loss of equity method investments is included in results of operations and any dividends received reduce the carrying value of the investment. The excess of the cost of the Company’s investment over its proportionate share of the fair value of the net assets of the investee at the acquisition date is recognized as goodwill and included in the carrying amount of the investment. Goodwill in the equity method investments is not amortized. Gains and losses from changes in the Company’s ownership interests are recorded in results of operations until control is achieved. In instances in which a change in the Company’s ownership interest results in obtaining control, the existing carrying value of the investment is remeasured to the acquisition date fair value and any gain or loss is recognized in the Consolidated Statements of Operations and Comprehensive Loss.

Distributions received from unconsolidated entities that represent returns on the investor’s investment are reported as cash flows from operating activities in the Company’s statement of cash flows. Cash distributions from unconsolidated entities that represent returns of the Company’s investment are reported as cash flows from investing activities.

Business Combinations

The Company accounts for business combinations using the acquisition method. Under this method, the purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill. Factors giving rise to goodwill generally include assembled workforce, geographic presence, expertise, and synergies that are anticipated as a result of the business combination, including enhanced product and service offerings. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows, quoted market prices and estimates made by management. The Company adjusts the preliminary purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date as the Company obtains more information as to facts and circumstances existing at the acquisition date impacting asset valuations and liabilities assumed. Goodwill acquired in business combinations is assigned to the reporting unit expected to benefit from the combination as of the acquisition date. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred.

Goodwill and Indefinite Lived Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of the net identifiable tangible and intangible assets acquired in an acquisition. The Company tests for impairment of goodwill at the reporting unit level. The Company generally combines reporting units, which are a component of an operating segment when they have similar economic characteristics, nature of services, types of client, distribution methods and regulatory environment. The Company has two reporting units, sales and marketing, which are also the Company’s operating segments.

The Company tests its goodwill for impairment at the beginning of the fourth quarter of a given fiscal year and whenever events or changes in circumstances indicate that the carrying value of a reporting unit may exceed its fair value. The Company has the option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value before performing a quantitative impairment test. If the qualitative assessment indicates it is not more likely than not that the fair value of a reporting unit, as determined applying the quantitative impairment test described below, is less than the carrying amount, then there is no need to perform the quantitative impairment test. Upon performing the quantitative impairment test, if the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying value over the fair value is recognized as an impairment loss; however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit.

The Company’s annual goodwill impairment assessment for the year ended December 31, 2020 was performed as of October 1, 2020. The Company utilizes a combination of income and market approaches to estimate the fair value of its reporting units. The income approach utilizes estimates of discounted cash flows of the reporting units, which requires assumptions for the reporting units’ revenue growth rates, operating margins, terminal growth rates, and discount rates all of which require significant management judgment. The market approach applies market multiples derived from the historical earnings data of selected guideline publicly-traded companies to the Company’s reporting units’ businesses to yield a second assumed value of each reporting unit, which requires significant management judgment. The guideline companies are first screened by industry group and then further narrowed based on the reporting units’ business descriptions, markets served, competitors, operating margins, and revenue size. Market multiples are then selected from within the range of these guideline companies multiples based on the subject reporting unit. These assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy (described in “Fair Value Measurements,” below). The Company based its fair value estimates on assumptions it believes to be reasonable but which are unpredictable and inherently uncertain. A change in these underlying assumptions would cause a change in the results of the tests and, as such, could cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future. Additionally, if actual results are not consistent with the estimates and assumptions or if there are significant changes to the Company’s planned strategy, it may cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future.

The Company compares a weighted average of the output from the income and market approaches to the carrying value of each reporting unit. The Company also compares the aggregate estimated fair value of its reporting units to the estimated value of its total invested capital on a marketable basis.

Based on the results of the Company’s quantitative impairment test performed for its reporting units, the Company determined that its goodwill is not impaired for the year ended December 31, 2020. The fair value of the sales reporting unit exceeded its carrying value by 8.3%. The fair value of the marketing reporting unit significantly exceeded its carrying value, which the Company defines as greater than 20%. The Company determined that no additional triggering events occurred that required the Company to perform an interim goodwill impairment test as of December 31, 2020.

In performing the quantitative impairment test for the year ended December 31, 2019, the Company had also determined that its goodwill was not impaired. The fair value of the sales reporting unit exceeded its carrying value by 3.5%. The fair value of the marketing reporting unit significantly exceeded its carrying value. The Company determined that no additional triggering events occurred that required the Company to perform an interim goodwill impairment test as of December 31, 2019. Accordingly, no impairment related to the Company’s goodwill was recorded for the year ended December 31, 2019.

During the year ended December 31, 2018, based on the results of the Company’s quantitative impairment test performed for the sales reporting unit, the Company recognized a $652.0 million non-cash goodwill impairment charge. While there was no single determinative event or factor, the consideration of the weight of evidence of several factors that developed during 2018 led the Company to conclude that it was more likely than not that the fair value of the sales reporting unit was below its carrying value. These factors included: (i) the decrease of revenues and profitability due to a large retailer revising its in-store retail merchandising program to restrict manufacturers’ ability to select any third-party outsource provider to perform unrestricted and unmonitored retail merchandising, (ii) the unrelated decrease of revenues and profitability related to reduced services from several clients in the grocery channel and foodservice channel, (iii) the combination of the Company’s completed third quarter and preliminary fourth quarter results being below management’s expectations, and (iv) the development and approval of the Company’s 2019 annual operating plan in the fourth quarter of 2018, which provided additional insights into expectations such as lower long-term revenue growth and profitability expectations. Based on these factors, the Company recorded the non-cash goodwill impairment charge in 2018, which has been reflected in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2018. As the sales reporting unit was written down to its respective fair value, there was zero excess fair value over its carrying amount as of December 31, 2018.

Based on the results of the quantitative impairment test performed for the marketing reporting unit for 2018, the Company determined that the Company’s goodwill was not impaired for the marketing reporting unit for the year ended December 31, 2018. The fair value of the marketing reporting unit significantly exceeded its carrying value.

The Company’s indefinite-lived intangible assets are its sales and marketing trade names. Intangible assets with indefinite useful lives are not amortized but tested annually, at the beginning of the fourth quarter, for impairment or more often if events occur or circumstances change that would create a triggering event. The Company has the option to perform a qualitative assessment of whether it is more likely than not that the indefinite-lived intangible asset’s fair value is less than its carrying value before performing a quantitative impairment test. The Company tests its indefinite-lived intangible assets for impairment using a relief from royalty method by comparing the estimated fair values of the indefinite-lived intangible assets with the carrying values. The estimates used in the determination of fair value are subjective in nature and involve the use of significant assumptions. These estimates and assumptions include revenue growth rates, terminal growth rates, discount rates and royalty rates, all of which require significant management judgment. The assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. The Company based its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from the estimates.

In connection with the Company’s annual quantitative impairment test as of October 1, 2020 and 2019, the Company concluded that its indefinite-lived intangible assets were not impaired for the years ended December 31, 2020 and 2019. The fair value of the indefinite-lived intangible assets related to sales trade names exceeded its carrying value by 13.3% and 8.3% for the years ended December 31, 2020 and 2019, respectively. The fair value of the indefinite-lived intangible assets related to marketing trade names exceeded its carrying value by 8.4% and 10.0% for the years ended December 31, 2020 and 2019, respectively. The Company determined that no additional triggering events occurred that required the Company to perform an interim impairment test of indefinite-lived intangible assets as of December 31, 2020 and 2019. Accordingly, no impairment related to the Company’s intangible assets was recorded for the years ended December 31, 2020 and 2019.

During the year ended December 31, 2018, the Company concluded the carrying value of the indefinite-lived trade name in the sales reporting unit exceeded its estimated fair value. While there was no single determinative event or factor, the factors that led to the impairment were the same circumstances outlined in the goodwill impairment discussion above. As a result, the Company recognized a non-cash intangible asset impairment charge of $580.0 million during the year ended December 31, 2018, which was reflected in its Consolidated Statements of Operations and Comprehensive Loss. Based on the quantitative test performed for the indefinite-lived marketing trade name, the Company determined that the indefinite-lived trade name in the marketing reporting unit was not impaired for the year ended December 31, 2018.

Long-Lived Assets

Long-lived assets to be held and used, including finite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. These events or changes in circumstances may include a significant deterioration of operating results, changes in business plans, or changes in anticipated future cash flows. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured as the amount by which the carrying amount exceeds the fair value of the assets. Fair value is generally determined by estimates of discounted cash flows. The discount rate used in any estimate of discounted cash flows would be the rate required for a similar investment of like risk. No impairment related to the Company’s long-lived assets was recorded during the years ended December 31, 2020, 2019, and 2018.

As the Company assesses impairment of long-lived assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, the Company has determined that the asset group for impairment testing is comprised of the assets and liabilities of the Company’s operating segments. The Company has identified client relationships as the primary asset because it is the principal asset from which the components derive their cash flow generating capacity.

Contingent Consideration

Certain of the Company’s acquisition and sale agreements include contingent consideration arrangements, which are generally based on the achievement of future financial performance. If it is determined the contingent consideration arrangements are not compensatory, the fair values of these contingent consideration arrangements are included as part of the purchase price of the acquisitions or divestitures on their respective transaction dates. For each transaction, the Company estimates the fair value of contingent consideration payments as part of the initial purchase price and records the estimated fair value of contingent consideration related to proceeds from divestitures as an asset in “Other Assets” or related to purchases of businesses as a liability in “Other accrued expenses” or “Other long-term liabilities” in the Consolidated Balance Sheets.

The Company reviews and assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Changes in the estimated fair value of contingent consideration liabilities related to the time component of the present value calculation are reported in “Interest expense” in the Consolidated Statements of Operations and Comprehensive Loss. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss.

The portion of the cash settlement up to the acquisition date fair value of the contingent consideration are classified as “Contingent consideration payments” in cash flows from financing activities, and amounts paid in excess of the acquisition date fair value are classified as “Other accrued expenses and other liabilities” in cash flows from operating activities in the Consolidated Statements of Cash Flows.

Leases

In the first quarter of 2019, the Company adopted ASC 842, Leases, using the modified retrospective transition method.

The Company has obligations under various real estate leases, equipment leases, and software license agreements. The Company assesses whether these arrangements are or contain leases at lease inception. Classification of the leases between financing and operating leases is determined by assessing whether the lease transfers ownership of the asset to the Company, the lease grants an option for the Company to purchase the underlying asset, the lease term is for the majority of the remaining asset’s economic life, or if the minimum lease payments equals or substantially exceed all of the leased asset’s fair market value. As of December 31, 2020, the Company did not have any finance leases. See Note 8, Leases, for further information regarding the Company’s operating leases.

Self-Insurance Liability

The Company maintains a high deductible program for workers’ compensation claims. Losses and liabilities relating to workers’ compensation claims are fully insured beyond the Company’s deductible limits. The Company’s estimated liabilities are not discounted and are based on information provided by third party administrators, combined with management’s judgment regarding a number of assumptions and factors, including the frequency and severity of claims, claims development history, case jurisdiction, applicable legislation and claims settlement practices.

Revenue Recognition

The Company recognizes revenue when control of promised goods or services are 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 consist of 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 sales segment are primarily recognized in the form of commissions, fee-for-service, or on a cost-plus basis for providing headquarter relationship management, analytics, insights and intelligence services, administrative services, retail services, retailer client relationships and in-store media programs, and digital technology solutions (which include business intelligence solutions, e-commerce services, and content services).

Marketing segment revenues are primarily recognized in the form of fee-for-service (including retainer fees, fees charged to clients based on hours incurred, project-based fees, or fees for executing in-person consumer engagements or experiences, which engagements or experiences the Company refers to as “events”), commissions, or on a cost-plus basis for providing experiential marketing, shopper and consumer marketing services, private label development and digital, social, and media services.

The Company disaggregates revenues from contracts with clients by reportable segment. Revenues within each segment are further disaggregated between brand-centric services and retail-centric services. Brand-centric services are centered on providing solutions to support manufacturers’ sales and marketing strategies. Retail-centric services are centered on providing solutions to retailers. Disaggregated revenues were as follows:


	Year Ended December 31,
	2020		2019		2018
(in thousands)
Sales brand-centric services	$	1,204,240	$	1,209,480	$	1,177,989
Sales retail-centric services		856,353		745,225		679,015

Total sales revenues		2,060,593		1,954,705		1,857,004
Marketing brand-centric services		429,200		474,928		424,373
Marketing retail-centric services		665,878		1,355,430		1,426,251

Total marketing revenues		1,095,078		1,830,358		1,850,624

Total revenues	$	3,155,671	$	3,785,063	$	3,707,628

The Company is party to certain client contracts that include variable consideration, whereby the ultimate consideration is contingent on future events such as the client’s sales to retailers, hours worked, event count, costs incurred, and performance incentive bonuses. For commission based service contracts, the consideration received from the client is variable because the Company earns an agreed upon percentage of the client’s sales to retailers, which is agreed upon on a manufacturer-by-manufacturer basis. Revenues are recognized for the commission earned during the applicable reporting period. The Company generally earns commission revenues from headquarter relationship management, analytics, insights and intelligence, e-commerce, administration, private label development and retail services arrangements. As part of these arrangements, the Company provides a variety of services to consumer goods manufacturers in order to improve the manufacturer’s sales at retailers. This includes primarily outsourced sales, business development, category and space management, relationship management, and sales strategy services. In exchange for these services, the Company earns an agreed upon percentage of its client’s sales to retailers, which is agreed upon on a manufacturer-by-manufacturer basis.

For service contracts whereby the client is charged a fee per hour incurred or fee per event completed, revenues are recognized over time as actual hours are incurred or as events are completed, respectively. For service contracts with a cost-plus arrangement, revenues are recognized on a gross basis over time for a given period based on the actual costs incurred plus a fixed mark-up fee that is negotiated on a client-by-client basis.

For certain contracts with clients, the Company is entitled to additional fees upon meeting specific performance goals or thresholds, which are referred to as bonus revenues. Bonus revenues are estimated and are recognized as revenues as the related services are performed for the client.

The variability of the consideration for the services transferred during a reporting period is typically resolved by the end of the reporting period. However, for certain client contracts, the Company is required to estimate the variable consideration for the services that have been transferred to the client during the reporting period. The Company typically estimates the variable consideration based on the expected value method. Estimates are based on historical experience and current facts known during the reporting period. The Company only recognizes revenues related to variable consideration if it is probable that a significant reversal of revenues recognized will not occur when the uncertainty associated with the variable consideration is resolved. When such probable threshold is not satisfied, the Company will constrain some or all of the variable consideration and the constrained variable consideration will not be recognized as revenues. The Company records an adjustment to revenue for differences between estimated revenues and the amounts ultimately invoiced to the client. Adjustments to revenue during the current period related to services transferred during prior periods were not material during the year ended December 31, 2020.

The Company has contracts that include fixed consideration such as a fee per project or a fixed monthly fee. For contracts with a fee per project, revenues are recognized over time using an input method such as hours worked that reasonably depicts the Company’s performance in transferring control of the services to the client. The Company determined that the input method represents a reasonable method to measure the satisfaction of the performance obligation to the client. For contracts with a fixed monthly fee, revenues are recognized using a time-based measure resulting in a straight-line revenue recognition. A time-based measure was determined to represent a reasonable method to measure the satisfaction of the performance obligation to the client because the Company has a stand ready obligation to make itself available to provide services upon the client’s request or the client receives the benefit from the Company’s services evenly over the contract period.

The Company evaluates each client contract individually in accordance with the applicable accounting guidance to determine whether the Company acts as a principal (whereby the Company would present revenues on a gross basis), or as an agent (whereby the Company would present revenues on a net basis). While the Company primarily acts as a principal in its arrangements and reports revenues on a gross basis, the Company will occasionally act as an agent and accordingly presents revenues on a net basis. For example, for certain advertising arrangements, the Company’s clients purchase media content in advance, and the Company does not take on any risk of recovering its cost to acquire the media content. As a result, the Company determined it acts as the agent in these arrangements and records revenues and their related costs on a net basis. However, in cases where media content is not purchased in advance by its clients, the Company records such revenues and its related costs on a gross basis, as it bears the risk of recovering the costs to acquire the revenues related to such media content and it is responsible for fulfillment of the services thereunder.

Substantially all of the Company’s contracts with its clients either have a contract term that is less than one year with options for renewal and/or can be cancelled by either party upon 30 to 120 days’ notice. For the purpose of disclosing the transaction price allocated to remaining unsatisfied performance obligations or partially satisfied performance obligations, the Company elected policies to: (1) exclude contracts with a contract term of one year or less and (2) exclude contracts with variable consideration that is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation when that performance obligation qualifies as a series of remaining performance obligations. After applying these policy elections, the Company determined that it does not have a significant amount of fixed considerations allocated to remaining performance obligations for contracts with a contract term that exceeds one year.

When the Company satisfies its performance obligation and recognizes revenues accordingly, the Company has a present and unconditional right to payment and records the receivable from clients in “Accounts receivable” in the Consolidated Balance Sheet. The Company’s general payment terms are short-term in duration and the Company does not adjust the promised amount of consideration for the effects of a significant financing component.

Contract liabilities represent deferred revenues which are cash payments that are received in advance of the Company’s satisfaction of the applicable obligation(s) and are included in “Deferred revenues” in the Consolidated Balance Sheet. Deferred revenues are recognized as revenues when the related services are performed for the client. Revenues recognized during the year ended December 31, 2020 included $33.2 million of Deferred revenues as of December 31, 2019.

Income Taxes

The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The income tax provision (benefit) is computed on the pre-tax income (loss) of the entities located within each taxing jurisdiction based on current tax law. A valuation allowance for deferred tax assets is recorded to the extent that the ultimate realization of the deferred tax assets is not considered more likely than not. The Company believes its deferred tax assets are more likely than not to be realized based on historical and projected future results, or a valuation allowance is established.

Realization of the Company’s deferred tax assets is principally dependent upon its achievement of future taxable income, the estimation of which requires significant management judgment. These judgments regarding future profitability may change due to many factors, including future market conditions and the Company’s ability to successfully execute its business plans. These changes, if any, may require adjustments to deferred tax asset balances and deferred income tax expense.

Uncertain Tax Positions

The Company accounts for uncertain tax positions when it is more likely than not that the tax position will not be sustained on examination by the taxing authorities, based on the technical merits of the position. As of December 31, 2020, and 2019, the Company’s unrecognized tax benefits were $0.6 million and $0.6 million, respectively. All the unrecognized tax benefits as of December 31, 2020 would be included in the effective tax rate if recognized in future periods.

The Company is unaware of any positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase within the next twelve months. The Company files tax returns in the United States, various states and foreign jurisdictions. With few exceptions, as of December 31, 2020, the Company is no longer subject to federal, state, or non-U.S. income tax examinations by tax authorities for years prior to 2016.

The Company has elected to classify interest and penalties as components of tax expense. These amounts were immaterial for the years ended December 31, 2020, 2019 and 2018.

Equity-based Compensation

The Company measures the cost of non-employee services received in exchange for an award of equity instruments based on the measurement date fair value consistent with the vesting of the awards and measuring the fair value of these units at the end of each measurement period. The cost is recognized over the requisite service period. The Company’s equity-based compensation is based on grant date fair value determined utilizing Backsolve Option Pricing Method (“OPM”) for its Common Series C Units and a combination of the OPM and Monte Carlo valuation model for its Common Series C-2 Units.

Other Comprehensive Income (Loss)

The Company’s comprehensive loss includes net loss as well as foreign currency translation adjustments, net of tax. Unrealized foreign currency exchange gains and losses on certain intercompany transactions that are of a long-term investment nature (i.e., settlement is not planned or anticipated in the foreseeable future) are also recorded in accumulated other comprehensive loss in stockholder’s equity.

Earnings Per Share

The Company calculates earnings per share (“EPS”) using a dual presentation of basic and diluted earnings per share. Basic earnings per share is calculated by dividing net income 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 outstanding share option awards, non-vested share awards, common stock warrants, and Performance Shares. Diluted earnings per share is computed by dividing the net income by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method and if-converted method, as applicable. 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. As a result of the Transactions, the Company has retrospectively adjusted the weighted-average number of common shares outstanding prior to October 28, 2020 by multiplying them by the exchange ratio used to determine the number of common shares into which they converted.

The following is a reconciliation of basic and diluted net loss per common share:


	Year Ended December 31,
(in thousands, except share and earnings per share data)	2020			2019			2018
Basic and diluted:
Net loss attributable to stockholders of Advantage Solutions Inc.	$	(162,443	)	$	(21,172	)	$	(1,157,332	)
Weighted-average number of common shares		223,227,833			203,750,000			203,750,000

Basic and diluted net loss per common share	$	(0.73	)	$	(0.10	)	$	(5.68	)

As part of the Transactions, 5,000,000 Performance Shares were issued to Topco at Closing, which were subject to vesting upon satisfaction of a market performance condition for any period of 20 trading days out of 30 consecutive trading days during the five-year period after the Closing, and Topco was not able to vote or sell such shares until vesting. These Performance Shares were considered contingently issuable shares and remained unvested as of December 31, 2020. Therefore, these Performance Shares are excluded from shares outstanding for basic and diluted EPS until the contingency is resolved. The 5,000,000 Performance Shares vested on January 15, 2021, when the closing price for the Class A common stock exceeded $12.00 per share for 20 trading days out of 30 consecutive trading days.

The Company had 18,583,333 warrants, including 7,333,333 private placement warrants held by the CP Sponsor, to purchase Class A common stock at $11.50 per share at the Closing, and no such warrants were exercised during the years ended December 31, 2020, 2019 and 2018. For the years ended December 31, 2020, 2019 and 2018, the Company has excluded the potential effect of warrants to purchase shares of Class A common stock and Performance Shares in the calculation of diluted net loss per common share, as the effect would be anti-dilutive due to losses incurred.

See Note 11 — Equity Based Compensation and Equity for additional information regarding the terms of public and private placement warrants.

Fair Value Measurements

The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:


Level 1	—	Quoted prices in active markets for identical assets or liabilities.

Level 2	—	Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3	—	Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

The valuation techniques used to measure the fair value of all other financial instruments, all of which have counterparties with high credit ratings, were valued based on quoted market prices or model driven valuations using significant inputs derived from or corroborated by observable market data.

Variable Interest Entities and Investments

In accordance with the guidance for the consolidation of a variable interest entity (“VIE”), the Company analyzes its variable interests, including loans, leases, guarantees, and equity investments, to determine if the entity in which it has a variable interest is a VIE. The Company’s analysis includes both quantitative and qualitative considerations. The Company bases its quantitative analysis on the forecasted cash flows of the entity, and its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and financial agreements. The Company also uses its quantitative and qualitative analyses to determine if it is the primary beneficiary of the VIE, and if such determination is made, it includes the accounts of the VIE in its consolidated financial statements.

Recent Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the sole source of authoritative U.S. GAAP literature recognized by the FASB and applicable to the Company. The Company has reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. For any new pronouncements announced, management considers whether the new pronouncements could alter previous U.S. GAAP and determine whether any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management and certain standards are under consideration.

Recent Accounting Standards Adopted by the Company

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. This update replaces the existing incurred loss impairment model with an expected loss model (referred to as the Current Expected Credit Loss model). The Company adopted ASU 2016-13 and its related amendments on January 1, 2020. The adoption of this new accounting standard and its related amendments did not have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. This guidance modifies the disclosure requirements on fair value measurements in Topic 820 based on the consideration of costs and benefits to promote the appropriate exercise and discretion by entities when considering fair value measurement disclosures and to clarify that materiality is an appropriate consideration of entities and their auditors when evaluating disclosure requirements. The amendments in this update are effective for reporting periods beginning after December 15, 2019, with early adoption permitted. The adoption of this accounting standard did not have a material impact on the Company’s consolidated financial statements.

Accounting Standards Recently Issued but Not Yet Adopted by the Company

In March 2020 and January 2021, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and ASU 2021-01, Reference Rate Reform (Topic 848): Scope, respectively. ASU 2020-04 and ASU 2021-01 provide optional expedients and exceptions for applying U.S. GAAP, to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. The guidance in ASU 2020-04 and ASU 2021-01 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. The Company is currently evaluating the impact of the adoption of ASU 2020-04 and ASU 2021-01 on its consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

All other new accounting pronouncements issued, but not yet effective or adopted have been deemed to be not relevant to the Company and, accordingly, are not expected to have a material impact once adopted.

Acquisitions

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

Acquisitions

2. Acquisitions

2020 Acquisitions

The Company acquired five businesses during the year ended December 31, 2020, of which three were sales agencies and two marketing agencies in the United States. The acquisitions were accounted for under the acquisition method of accounting. As such, the purchase consideration for each acquired business was allocated to the acquired tangible and intangible assets and liabilities assumed based upon their respective fair values. Assets acquired and liabilities assumed in the business combination were recorded on the Company’s financial statements as of the acquisition date based upon the estimated fair value at such date. The excess of the purchase consideration over the estimated fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The allocation of the excess purchase price was based upon preliminary estimates and assumptions and is subject to revision when the Company receives final information. Accordingly, the measurement period for such purchase price allocations will end when the information, or the facts and circumstances, becomes available, but will not exceed twelve months. The results of operations of the business acquired by the Company have been included in the Consolidated Statements of Operations and Comprehensive Loss since the date of acquisition.

The aggregate purchase price for the acquisitions referenced above was $88.1 million, which includes $68.0 million paid in cash, $14.8 million recorded as contingent consideration liabilities, and $5.3 million recorded as holdback amounts. Contingent consideration payments are determined based on future financial performance and payment obligations (as defined in the applicable purchase agreement) and recorded at fair value. The maximum potential payment outcome related to the acquisitions is $53.0 million. Holdback amounts are used to withhold a portion of the initial purchase price payment until certain post-closing conditions are satisfied and are typically settled within 24 months of the acquisition. The goodwill related to the acquisitions represented the value paid for the assembled workforce, geographic presence, and expertise. Of the resulting goodwill relating to these acquisitions, $26.7 million is deductible for tax purposes.

The preliminary fair values of the identifiable assets and liabilities of the acquisitions completed during the year ended December 31, 2020, at the respective acquisition dates, are as follows:


(in thousands)
Consideration:
Cash	$	68,057
Holdbacks		5,260
Fair value of contingent consideration		14,766

Total consideration	$	88,083

Recognized amounts of identifiable assets acquired and liabilities assumed:
Assets
Accounts receivable	$	3,542
Other assets		2,936
Property and equipment		321
Identifiable intangible assets		42,460

Total assets		49,259

Liabilities
Total liabilities		4,569

Total identifiable net assets		44,690

Goodwill arising from acquisitions	$	43,393

Purchase price allocations are considered preliminary and subject to adjustment during the measurement period, which is up to one year from the acquisition date.

The identifiable intangible assets are being amortized on a straight-line basis over their estimated useful lives. The preliminary fair value and estimated useful lives of the intangible assets acquired are as follows:


(in thousands)	Amount		Weighted Average Useful Life
Client relationships	$	42,460		6 years

The operating results of the businesses acquired during the year ended December 31, 2020 contributed total revenues of $64.3 million in the year ended December 31, 2020. The Company has determined that the presentation of net income or loss from the date of acquisition is impracticable due to the integration of the operations upon acquisition.

During the year ended December 31, 2020, the Company incurred $0.2 million in transaction costs related to the acquisitions described above. These costs have been included in “Selling, general, and administrative expenses” in the Consolidated Statement of Operations and Comprehensive Loss.

2019 Acquisitions

The Company acquired four businesses during fiscal year 2019, of which two were marketing agencies in the United States and two were sales agencies in the Europe. The acquisitions were accounted for under the acquisition method of accounting. As such, the purchase consideration for each acquired business was allocated to the acquired tangible and intangible assets and liabilities assumed based upon their respective fair values. Assets acquired and liabilities assumed in the business combination were recorded on the Company’s financial statements as of the acquisition date based upon the estimated fair value at such date. The excess of the purchase consideration over the estimated fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The allocation of the excess purchase price was based upon estimates and assumptions. The results of operations of the businesses acquired by the Company have been included in the Company’s consolidated financial statements since the date of the consummation of the acquisition.

The aggregate purchase price for the acquisitions was $14.0 million, which includes $10.6 million paid in cash, $2.5 million recorded as contingent consideration liabilities, and $0.9 million recorded as holdback amounts. Contingent consideration payments are determined based on future financial performance and payment obligations (as defined in the applicable purchase agreement) and recorded at fair value. The maximum potential payment outcome related to the acquisitions referenced above is $10.7 million. Holdback amounts are used to withhold a portion of the initial purchase price payment until certain post-closing conditions are satisfied and are typically settled within 24 months of the acquisition. The goodwill related to the acquisitions represented the value paid for the assembled workforce, geographic presence, and expertise. Of the resulting goodwill relating to these acquisitions, $0.3 million is deductible for tax purposes.

The fair values of the identifiable assets and liabilities of the acquisitions completed during the year ended December 31, 2019, at the respective acquisition dates, are as follows:


(in thousands)
Consideration:
Cash	$	10,582
Holdbacks		915
Fair value of contingent consideration		2,519

Total consideration	$	14,016

Recognized amounts of identifiable assets acquired and liabilities assumed:
Assets
Accounts receivable	$	6,853
Other assets		1,390
Identifiable intangible assets		10,400

Total assets		18,643

Liabilities
Accounts payable		2,138
Accrued compensation and benefits		2,478
Deferred revenue		1,258
Long-term debt		1,009
Deferred income tax liabilities		2,334
Noncontrolling interest and other liabilities		2,761
Total liabilities and noncontrolling interest		11,978

Total identifiable net assets		6,665

Goodwill arising from acquisitions	$	7,351


(in thousands)	Amount		Weighted Average Useful Life
Client relationships	$	7,562		10 years
Trade names		2,838		5 years

Total identifiable intangible assets	$	10,400

The operating results of the businesses acquired during the year ended December 31, 2019 contributed total revenues of $17.3 million to the Company in such period. The Company has determined that the presentation of net income from the date of the respective acquisitions is impracticable due to the integration of the operations upon acquisition.

During the year ended December 31, 2019, the Company incurred $0.4 million in transaction costs related to the acquisitions described above. These costs have been included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss.

2018 Acquisitions

The Company acquired nine businesses during fiscal year 2018, of which four were sales agencies and five were marketing agencies in the United States. This included the acquisition of Take 5 in April 2018, which is discussed further in Note 1, Organization and Significant Accounting Policies. The acquisitions were accounted for under the acquisition method of accounting. As such, the purchase consideration for each acquired business was allocated to the acquired tangible and intangible assets and liabilities assumed based upon their respective fair values. Assets acquired and liabilities assumed in the business combination were recorded on the Company’s financial statements as of the acquisition date based upon the estimated fair value at such date. The excess of the purchase consideration over the estimated fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. Excluding Take 5, the results of operations of the businesses acquired by the Company have been included in the Company’s consolidated financial statements since the date of the consummation of the acquisition.

The aggregate purchase price for the acquisitions, excluding Take 5, was $129.8 million, which includes $109.8 million paid in cash, $18.7 million recorded as contingent consideration liabilities, and $1.4 million recorded as holdback amounts. A $79.2 million loss on Take 5 was recognized in the Company’s Statement of Comprehensive Loss for the year ended December 31, 2018, which represents $76.2 million paid in cash for Take 5 and $3.0 million of acquired liabilities remaining. The maximum potential payment outcome related to the acquisitions referenced above is $127.0 million. The goodwill related to the acquisitions represented the value paid for the assembled workforce, geographic presence, and expertise. Of the resulting goodwill relating to these acquisitions, $45.1 million is deductible for tax purposes.

The operating results of the businesses acquired during the year ended December 31, 2018 contributed total revenues of $29.6 million to the Company in such period.

During the year ended December 31, 2018, the Company incurred $2.1 million in transaction costs related to the acquisitions described above. These costs have been included in “Selling, general, and administrative expenses” in the Consolidated Statements of Comprehensive Loss.

Supplemental Pro Forma Information

Supplemental information on a pro forma basis, presented as if the acquisitions executed during the period from January 1, 2018 to March 16, 2021 and for the year ended December 31, 2019, had been consummated as of the beginning of the comparative prior period, is as follows:


	Twelve Months Ended December 31,
	2020			2019			2018
(in thousands, except per share data)
Total revenues	$	3,181,224		$	3,869,643		$	3,772,569
Net loss attributable to stockholders of Advantage Solutions Inc.	$	(156,145	)	$	(12,696	)	$	(1,152,738	)
Basic and diluted net loss per common share	$	(0.70	)	$	(0.06	)	$	(5.66	)

The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, the pro forma impact of acquisition costs which consisted of legal, advisory and due diligence fees and expenses, and the pro forma tax effect of the pro forma adjustments for the years ended December 31, 2020, 2019, and 2018. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented.

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

3. Goodwill and Intangible Assets

Changes in goodwill for the years ended December 31, 2020 and 2019, are as follows:


	Sales			Marketing		Total
(in thousands)
Gross carrying amount as of December 31, 2019	$	2,090,340		$	678,356	$	2,768,696
Accumulated impairment charge⁽¹⁾		(652,000	)		—		(652,000	)

Balance at December 31, 2019	$	1,438,340		$	678,356	$	2,116,696

Acquisitions		20,788			22,605		43,393
Foreign exchange translation effects		3,250			—		3,250

Balance at December 31, 2020	$	1,462,378		$	700,961	$	2,163,339


	Sales			Marketing		Total
(in thousands)
Gross carrying amount as of December 31, 2018	$	2,085,684		$	672,683	$	2,758,367
Accumulated impairment charge⁽¹⁾		(652,000	)		—		(652,000	)

Balance at December 31, 2018	$	1,433,684		$	672,683	$	2,106,367

Acquisitions		2,948			4,403		7,351
Foreign exchange translation effects		(418	)		1,270		852
Foreign exchange translation effects		2,126			—		2,126

Balance at December 31, 2019	$	1,438,340		$	678,356	$	2,116,696

(1)	During the fiscal year ended December 31, 2018, the Company recognized a non-cash goodwill impairment charge of $652.0 million related to the Company’s sales reporting unit as a result of the Company’s annual evaluation of goodwill impairment test.

The following tables set forth information for intangible assets:


			December 31, 2020
(in thousands)	Weighted Average Useful Life		Gross Carrying Value		Accumulated Amortization		Accumulated Impairment Charges		Net Carrying Value
Finite-lived intangible assets:
Client relationships		14 years	$	2,455,360	$	977,140	$	—	$	1,478,220
Trade names		8 years		134,220		66,209		—		68,011
Developed technology		5 years		10,160		5,989		—		4,171
Covenant not to compete		5 years		6,100		3,706		—		2,394

Total finite-lived intangible assets				2,605,840		1,053,044		—		1,552,796

Indefinite-lived intangible assets:
Trade names				1,480,000		—		580,000		900,000

Total other intangible assets			$	4,085,840	$	1,053,044	$	580,000	$	2,452,796


			December 31, 2019
(in thousands)	Weighted Average Useful Life		Gross Carrying Value		Accumulated Amortization		Accumulated Impairment Charges		Net Carrying Value
Finite-lived intangible assets:
Client relationships		14 years	$	2,408,573	$	798,153	$	—	$	1,610,420
Trade names		8 years		132,844		52,485		—		80,359
Developed technology		5 years		10,160		3,957		—		6,203
Covenant not to compete		5 years		6,100		2,486		—		3,614

Total finite-lived intangible assets				2,557,677		857,081		—		1,700,596

Indefinite-lived intangible assets:
Trade names				1,480,000		—		580,000		900,000

Total other intangible assets			$	4,037,677	$	857,081	$	580,000	$	2,600,596

As of December 31, 2020, estimated future amortization expenses of the Company’s existing intangible assets are as follows:


(in thousands)
2021	$	195,704
2022		193,094
2023		189,512
2024		188,549
2025		183,401
Thereafter		602,536

Total amortization expense	$	1,552,796

The Company recorded all intangible assets at their respective fair values and assessed the useful lives of the assets. Client relationships were valued using the multi-period excess earnings method under the income approach. The values of client relationships are generally regarded as the estimated economic benefit derived from the incremental revenues and related cash flow as a direct result of the client relationships in place versus having to replicate them. Further, the Company evaluated the legal, regulatory, contractual, competitive, economic or other factors in determining the useful life. Trade names were valued using the relief-from-royalty method under the income approach. This method relies on the premise that, in lieu of ownership, a company would be willing to pay a royalty to obtain access to the use and benefits of the trade names. The Company has considered its sales and marketing trade names related to the 2014 Topco Acquisition to be indefinite, as there is no foreseeable limit on the period of time over which such trade names are expected to contribute to the cash flows of the reporting entity. Further, the Company evaluated legal, regulatory, contractual, competitive, economic and other factors in determining the useful life.

In connection with the acquisitions during the years ended December 31, 2020 and 2019, the Company recorded intangible assets of $42.5 million and $10.4 million, respectively. Amortization expenses included in the Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2020, 2019 and 2018 were $191.2 million, $189.9 million, and $188.8 million, respectively.

No impairment related to the Company’s intangible assets was recorded for the years ended December 31, 2020 and 2019. During the fiscal year ended December 31, 2018, the Company recognized a non-cash intangible asset impairment charge of $580.0 million related to the Company’s indefinite-lived sales trade name in connection with the annual intangible impairment test (as further described in Note 1, Organization and Significant Account Policies).

Prepaid and Other Assets

12 Months Ended

Dec. 31, 2020

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid and Other Assets

4. Prepaid and Other Assets

Prepaid and other current assets consist of the following:


	December 31,
(in thousands)	2020		2019
Inventory	$	44,185	$	25,163
Prepaid expenses		31,792		25,136
Taxes		11,006		326
Miscellaneous receivables		9,244		9,500
Interest rate cap		1,824		—
Workers’ compensation receivables		881		1,109
Other current assets		6,711		8,186

Total prepaid expenses and other current assets	$	105,643	$	69,420


	December 31,
(in thousands)	2020		2019
Operating lease right-of-use assets	$	49,773	$	93,924
Deposits		6,986		8,364
Contingent consideration receivable		—		6,120
Workers’ compensation receivable		4,400		5,583
Other long-term assets		4,807		2,556

Total other assets	$	65,966	$	116,547

Inventories are stated at the lower of cost and net realizable value. Costs are determined on the first-in, first-out basis. The Company records write-downs of inventories which are obsolete or in excess of anticipated demand or net realizable value based on a consideration of marketability, historical sales and demand forecasts which consider the assumptions about future demand and market conditions.

Property and Equipment

12 Months Ended

Dec. 31, 2020

Property, Plant and Equipment [Abstract]

Property and Equipment

5. Property and Equipment

Property and equipment consist of the following:


	December 31,
(in thousands)	2020			2019
Software	$	106,250		$	126,796
Computer hardware		69,428			76,558
Leasehold improvements		32,584			54,293
Furniture, fixtures, and other		16,736			28,868

Total property and equipment		224,998			286,515
Less: accumulated depreciation		(144,982	)		(171,825	)

Total property and equipment, net	$	80,016		$	114,690

Depreciation expense was $45.1 million, $42.7 million, and $36.4 million related to property and equipment for the years ended December 31, 2020, 2019, and 2018, respectively.

The Company commenced a plan to strategically exit certain offices during the year ended December 31, 2020. In enacting the plan, the Company recognized $21.1 million of loss primarily related to disposal of property and equipment from abandoning several office leases for the year ended December 31, 2020.

Other Liabilities

12 Months Ended

Dec. 31, 2020

Other Liabilities Disclosure [Abstract]

Other Liabilities

6. Other Liabilities

Other accrued expenses consist of the following:


	December 31,
	2020		2019
(in thousands)
Interest rate cap and accrued interest payable	$	25,266	$	1,520
Operating lease liability		20,894		34,072
Rebates due to retailers		11,246		6,979
Contingent consideration		10,733		24,502
Client deposits		10,706		8,674
Client refunds related to the Take 5 Matter		9,417		14,946
Employee insurance reserves		8,759		9,418
Taxes		6,602		6,342
Holdbacks		5,764		2,630
Note payable related to contingent consideration		4,048		9,385
Restructuring charges		1,344		2,615
Other accrued expenses		6,979		7,752

Total other accrued expenses	$	121,758	$	128,835

Other long-term liabilities consist of the following:


	December 31,
	2020		2019
(in thousands)
Operating lease liability	$	44,737	$	84,902
Contingent consideration		35,168		23,147
Workers’ compensation and other insurance reserves		30,552		29,718
Deferred employer social security taxes		24,034		—
Interest rate cap		900		2,294
Holdbacks		504		926
Taxes		525		525
Other long-term liabilities		5,490		4,785

Total other long-term liabilities	$	141,910	$	146,297

Under the workers’ compensation programs, the estimated liability for claims incurred but unpaid at December 31, 2020 and 2019 were $56.2 million and $55.9 million, respectively. These amounts include reported claims as well as claims incurred but not reported. As of December 31, 2020, $25.6 million and $30.6 million of this liability was included in the “Accrued compensation and benefits” and “Other long-term liabilities” in the Consolidated Balance Sheets, respectively. As of December 31, 2019, $26.2 million and $29.7 million of this liability was included in the “Accrued compensation and benefits” and “Other long-term liabilities” in the Consolidated Balance Sheets, respectively. In connection with its deductible limits, the Company has standby letters-of-credit as of December 31, 2020 and 2019 in the amount of $60.7 million and $63.5 million, respectively, and a $7.5 million surety bond as of December 31, 2020 supporting the estimated unpaid claim liabilities.

The CARES Act (as further described in Note 15, Income Taxes) provides for deferred payment of the employer portion of social security taxes between March 27, 2020 and December 31, 2020, with 50% of the deferred amount due December 31, 2021 and the remaining 50% due December 31, 2022. The Company began deferring payment of the employer share of the security taxes in April 2020. As of December 31, 2020, $24.0 million and $24.0 million of this liability was included in the “Accounts payable” and “Other long-term liabilities”, respectively, in the Consolidated Balance Sheets.

Contingent Consideration Liabilities

Each reporting period, the Company measures the fair value of its contingent liabilities by evaluating the significant unobservable inputs and probability weightings using Monte Carlo simulations. Any resulting decreases or increases in the fair value result in a corresponding gain or loss reported in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss. The Company has reassessed the fair value of contingent consideration, noting that as of December 31, 2020, projected EBITDA related to acquisitions, which was anticipated to contribute to measurement period EBITDA, was higher than expected. This reassessment resulted in a fair value adjustment of a $7.2 million loss that was included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss. The remaining change in fair value for the year ended December 31, 2020 was due to present value accretion that was included in “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive Loss. As of December 31, 2020, the maximum potential payment outcomes were $286.2 million.

The Company had unsecured loan notes in aggregate of $4.0 million outstanding as of December 31, 2020 to settle contingent considerations related to 2017 sales acquisitions, which is included in “Other accrued expenses” in the Consolidated Balance Sheets.

The following table summarizes the changes in the carrying value of estimated contingent consideration liabilities:


	Year Ended December 31,
(in thousands)	2020			2019
Beginning of the period	$	47,649		$	85,977
Fair value of acquisitions		14,766			2,519
Payments		(21,875	)		(37,100	)
Note issuance for settlements		(4,048	)		(9,385	)
Changes in fair value		9,971			6,064
Foreign exchange translation effects		(562	)		(426	)

End of the period	$	45,901		$	47,649

Debt

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Debt

7. Debt


	December 31,		December 31,
	2020		2019
(in thousands)
New Term Loan Facility	$	1,325,000	$	—
Notes		775,000		—
First Lien Term Loan		—		2,467,529
Second Lien Term Loan		—		760,000
New Revolving Credit Facility		50,000		—
Notes payable and deferred obligations		3,618		2,053

		2,153,618		3,229,582
Less: current portion		63,745		27,655
Less: debt issuance costs		60,545		29,840

Long-term debt, net of current portion	$	2,029,328	$	3,172,087

First Lien Credit Agreement, Second Lien Credit Agreement, and AR Facility

On July 25, 2014, certain subsidiaries of the Company entered into the following credit facilities with different syndicates of lenders in connection with the 2014 Topco Acquisition:

•

a first lien credit agreement (the “First Lien Credit Agreement”) that provided for:

•

a $200.0 million revolving line of credit (the “Revolving Credit Facility”), of which up to $75.0 million may be used for letters of credit,

•

a $1.8 billion term loan facility (the “Initial First Lien Term Loans”),

•

commitments for an additional $60.0 million of unfunded delayed draw term loans (the “Delayed Draw Commitments”), and

•

uncommitted incremental revolving and first lien term loan facilities, subject to certain incurrence tests; and

•

a second lien credit agreement (the “Second Lien Credit Agreement”) that provided for:

•

a $760.0 million term loan facility (the “Second Lien Term Loans”), and

•

uncommitted incremental second lien term loan facilities, subject to certain incurrence tests.

The Company incurred $1.8 billion of Initial First Lien Term Loans and $760.0 million of Second Lien Term Loans in July 2014, and used the proceeds to finance the 2014 Topco Acquisition and to pay related fees and expenses. The Company incurred an aggregate of $60.0 million of additional first lien term loans under the Delayed Draw Commitments in September and November 2014, and used the proceeds to finance certain acquisitions and to pay related fees and expenses. The Company incurred $150.0 million of additional first lien term loans under the incremental facilities in April 2015 and used the proceeds to finance additional acquisitions, pay related fees and expenses, repay loans under the Revolving Credit Facility and for general corporate purposes. The Company also uses the Revolving Credit Facility to maintain various letters of credit. In May 2017, the Company incurred $225.0 million of additional First Lien Term Loans and extended the termination with respect to a $150.0 million portion of the Company’s Revolving Credit Facility (the “Series A Revolving Loan Facility”) from July 25, 2019 to April 23, 2021. The proceeds were used to finance additional acquisitions, to repay existing loans under the Revolving Credit Facility and for general corporate purposes. From time to time the Borrower has incurred and repaid loans under the Revolving Credit Facility, and those borrowings generally are used for working capital purposes and to fund acquisitions. The Borrower also uses the Revolving Credit Facility (including the Series A Revolving Loan Facility) to issue letters of credit on the Borrower and its subsidiaries’ behalf. In February 2018, the Borrower executed the Third Amendment to First Lien Credit Agreement, which amended the First Lien Credit Agreement to enable the Borrower to incur the Incremental First Lien Term Loans in an aggregate principal amount of $350.0 million. The Borrower used the proceeds of the Incremental Term Loans to pay for the refinancing of all existing indebtedness of Daymon, finance additional acquisitions, and for general corporate purposes.

As of December 31, 2019, the Company had $2.5 billion of debt outstanding under the First Lien Term Loan and $760 million of debt outstanding under the Second Lien which were scheduled to mature in July 2021 and July 2022, respectively.

In April 2020, the Company entered into an accounts receivable securitization facility under which accounts receivable of certain domestic subsidiaries are sold on a non-recourse basis to a special purpose entity (“SPE”), which is a bankruptcy-remote, consolidated subsidiary of the Company. Accordingly, the assets of the SPE are not available to satisfy the obligations of the Company or any of its subsidiaries. From time to time, the SPE may finance such accounts receivable with a revolving loan facility secured by a pledge of such accounts receivable. The amount of outstanding borrowings on the revolving loan facility at any one time is limited to $300.0 million. The agreement governing the accounts receivable securitization facility provides for an initial three-year term and may be extended and contains certain covenants and termination events. An occurrence of an event of default or a termination event under the accounts receivable securitization facility may give rise to the right of its counterparty to terminate this facility.

On April 27, 2020 the Company obtained $120.0 million under its accounts receivable securitization facility, representing the minimum funding threshold of 60.0% of the $200.0 million borrowing base. The Company guaranteed the performance of the obligations of its subsidiaries that sell and service the account receivable under the accounts receivable securitization facility. In accordance with the terms of the accounts receivable securitization facility, the Company may use the borrowings for working capital, general corporate or other purposes permitted thereunder.

In connection with the Merger, $3.3 billion of the Company’s debt arrangements under the First Lien Credit Agreement, Second Lien Credit Agreement, and AR Facility that existed in 2020 (collectively, the “Credit Facilities”) were repaid and terminated, with incremental costs of $86.8 million. Of these fees, $56.7 million were capitalized and recorded as deferred debt issuance costs and $30.1 million were expensed. As of the time of the repayment, there were $16.7 million of unamortized fees related to the Credit Facilities. Of these fees, $5.4 million fees continued to be capitalized as deferred issuance costs and $11.3 million were expensed as a loss on the extinguishment of debt. All expensed fees are included in “Interest expense, net,” in the Consolidated Statements of Operations and Comprehensive Loss.

Fees related to the issuance or refinancing of long-term debt capitalized are amortized over the term of the debt using the effective interest rate method. The amortization of deferred debt issuance costs is included in “Interest expense, net,” in the Consolidated Statements of Operations and Comprehensive Loss and amounted to $14.8 million, $16.9 million, and $15.3 million for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, “Long-term debt” in the Consolidated Balance Sheets included debt issuance costs of $62.1 million less accumulated amortization of $1.6 million.

New Senior Secured Credit Facilities

In connection with the consummation of the Transaction, Advantage Sales & Marketing Inc., an indirect wholly-owned subsidiary of the Company (the “Borrower”) entered into (i) a new senior secured asset-based revolving credit facility in an aggregate principal amount of up to $400.0 million, subject to borrowing base capacity (the “New Revolving Credit Facility”) and (ii) a new secured first lien term loan credit facility in an aggregate principal amount of $1.325 billion (the “New Term Loan Facility” and together with the New Revolving Credit Facility, the “New Senior Secured Credit Facilities”).

New Revolving Credit Facility

The New Revolving Credit Facility provides for revolving loans and letters of credit in an aggregate amount of up to $400.0 million, subject to borrowing base capacity. Letters of credit are limited to the lesser of (a) $150.0 million and (b) the aggregate unused amount of commitments under the New Revolving Credit Facility then in effect. Loans under the New Revolving Credit Facility may be denominated in either U.S. dollars or Canadian dollars. Bank of America, N.A., will act as administrative agent and ABL Collateral Agent. The New Revolving Credit Facility matures five years after the date the Company enters into our New Revolving Credit Facility. The Borrower may use borrowings under the New Revolving Credit Facility to fund working capital and for other general corporate purposes, including permitted acquisitions and other investments.

Borrowings under the New Revolving Credit Facility are limited by borrowing base calculations based on the sum of specified percentages of eligible accounts receivable plus specified percentages of qualified cash, minus the amount of any applicable reserves. Borrowings will bear interest at a floating rate, which can be either

an adjusted Eurodollar rate plus an applicable margin or, at the Borrower’s option, a base rate plus an applicable margin. The applicable margins for the New Revolving Credit Facility are 2.00%, 2.25% or 2.50%, with respect to Eurodollar rate borrowings and 1.00%, 1.25% or 1.50%, with respect to base rate borrowings, in each case depending on average excess availability under the New Revolving Credit Facility. The Borrower’s ability to draw under the New Revolving Credit Facility or issue letters of credit thereunder will be conditioned upon, among other things, the Borrower’s delivery of prior written notice of a borrowing or issuance, as applicable, the Borrower’s ability to reaffirm the representations and warranties contained in the credit agreement governing the New Revolving Credit Facility and the absence of any default or event of default thereunder.

The Borrower’s obligations under the New Revolving Credit Facility are guaranteed by Karman Intermediate Corp. (“Holdings”) and all of the Borrower’s direct and indirect wholly owned material U.S. subsidiaries (subject to certain permitted exceptions) and Canadian subsidiaries (subject to certain permitted exceptions, including exceptions based on immateriality thresholders of aggregate assets and revenues of Canadian subsidiaries) (the “Guarantors”). The New Revolving Credit Facility is secured by a lien on substantially all of Holdings’, the Borrower’s and the Guarantors’ assets (subject to certain permitted exceptions). The New Revolving Credit Facility has a first-priority lien on the current asset collateral and a second-priority lien on security interests in the fixed asset collateral (second in priority to the liens securing the Notes and the New Term Loan Facility discussed below), in each case, subject to other permitted liens.

The New Revolving Credit Facility has the following fees: (i) an unused line fee of 0.375% or 0.250% per annum of the unused portion of the New Revolving Credit Facility, depending on average excess availability under the New Revolving Credit Facility; (ii) a letter of credit participation fee on the aggregate stated amount of each letter of credit equal to the applicable margin for adjusted Eurodollar rate loans, as applicable; and (iii) certain other customary fees and expenses of the lenders and agents thereunder.

The New Revolving Credit Facility contains customary covenants, including, but not limited to, restrictions on the Borrower’s ability and that of its subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, pay dividends, sell or otherwise transfer assets, optionally prepay or modify terms of any junior indebtedness, enter into transactions with affiliates or change its line of business. The New Revolving Credit Facility will require the maintenance of a fixed charge coverage ratio (as set forth in the credit agreement governing the New Revolving Credit Facility) of 1.00 to 1.00 at the end of each fiscal quarter when excess availability is less than the greater of $25.0 million and 10% of the lesser of the borrowing base and maximum borrowing capacity. Such fixed charge coverage ratio will be tested at the end of each quarter until such time as excess availability exceeds the level set forth above.

The New Revolving Credit Facility provides that, upon the occurrence of certain events of default, the Borrower’s obligations thereunder may be accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders thereunder, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy, insolvency, corporate arrangement, winding-up, liquidation or similar proceedings, material money judgments, material pension-plan events, certain change of control events and other customary events of default.

New Term Loan Facility

The New Term Loan Facility consists of a term loan facility denominated in US dollars in an aggregate principal amount of $1.325 billion. Borrowings under the New Term Loan Facility amortize in equal quarterly installments in an amount equal to 1.00% per annum of the principal amount. Borrowings will bear interest at a floating rate, which can be either an adjusted Eurodollar rate plus an applicable margin or, at the Borrower’s option, a base rate plus an applicable margin. The applicable margins for the New Term Loan Facility are 5.25% with respect to Eurodollar rate borrowings and 4.25% with respect to base rate borrowings.

The Borrower may voluntarily prepay loans or reduce commitments under the New Term Loan Facility, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty (other than a 1.00% premium on any prepayment in connection with a repricing transaction prior to the date that is twelve months after the date we entered into the New Term Loan Facility).

The Borrower will be required to prepay the New Term Loan Facility with 100% of the net cash proceeds of certain asset sales (such percentage subject to reduction based on the achievement of specific first lien net leverage ratios) and subject to certain reinvestment rights, 100% of the net cash proceeds of certain debt issuances and 50% of excess cash flow (such percentage subject to reduction based on the achievement of specific first lien net leverage ratios). The Borrower was not required to make any excess cash flow payment for the year ended December 31, 2020, and the Borrower did not make any other mandatory or voluntary prepayments of the New Term Loan Facility for the year ended December 31, 2020.

The Borrower’s obligations under the New Term Loan Facility are guaranteed by Holdings and the Guarantors. The New Term Loan Facility is secured by a lien on substantially all of Holdings’, the Borrower’s and the Guarantors’ assets (subject to certain permitted exceptions). The New Term Loan Facility has a first-priority lien on the fixed asset collateral (equal in priority with the liens securing the Notes) and a second-priority lien on the current asset collateral (second in priority to the liens securing the New Revolving Credit Facility), in each case, subject to other permitted liens.

The New Term Loan Facility contains certain customary negative covenants, including, but not limited to, restrictions on the Borrower’s ability and that of its restricted subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, pay dividends or make other restricted payments, sell or otherwise transfer assets or enter into transactions with affiliates.

The New Term Loan Facility provides that, upon the occurrence of certain events of default, the Company’s obligations thereunder may be accelerated. Such events of default will include payment defaults to the lenders thereunder, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy, insolvency, corporate arrangement, winding-up, liquidation or similar proceedings, material money judgments, change of control and other customary events of default.

Senior Secured Notes

In connection with the Closing, Advantage Solutions FinCo LLC (“Finco”) issued $775.0 million aggregate principal amount of 6.50% Senior Secured Notes due 2028 (the “Notes”). Substantially concurrently with the Merger, Finco merged with and into Advantage Sales & Marketing Inc. (the “Issuer”), with the Issuer continuing as the surviving entity and assuming the obligations of Finco. The Notes were sold to BofA Securities, Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and Apollo Global Securities, LLC. The Notes were resold to certain non-U.S. persons pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act at a purchase price equal to 100% of their principal amount. The terms of the Notes are governed by an Indenture, dated as of October 28, 2020 (the “Indenture”), among Finco, the Issuer, the guarantors named therein (the “Notes Guarantors”) and Wilmington Trust, National Association, as trustee and collateral agent.

Interest and maturity

Interest on the Notes is payable semi-annually in arrears on May 15 and November 15 at a rate of 6.50% per annum, commencing on May 15, 2021. The Notes will mature on November 15, 2028.

Guarantees

The Notes are guaranteed by Holdings and each of the Issuer’s direct and indirect wholly owned material U.S. subsidiaries (subject to certain permitted exceptions) and Canadian subsidiaries (subject to certain permitted exceptions, including exceptions based on immateriality thresholders of aggregate assets and revenues of Canadian subsidiaries) that is a borrower or guarantor under the New Term Loan Facility.

Security and Ranking

The Notes and the related guarantees are the general, senior secured obligations of the Issuer and the Notes Guarantors, are secured on a first-priority pari passu basis by security interests on the fixed asset collateral (equal in priority with liens securing the New Term Loan Facility), and are secured on a second-priority basis by security interests on the current asset collateral (second in priority to the liens securing the New Revolving Credit Facility and equal in priority with liens securing the New Term Loan Facility), in each case, subject to certain limitations and exceptions and permitted liens.

The Notes and related guarantees rank (i) equally in right of payment with all of the Issuer’s and the Guarantors’ senior indebtedness, without giving effect to collateral arrangements (including the New Senior Secured Credit Facilities) and effectively equal to all of the Issuer’s and the Guarantors’ senior indebtedness secured on the same priority basis as the Notes, including the New Term Loan Facility, (ii) effectively subordinated to any of the Issuer’s and the Guarantors’ indebtedness that is secured by assets that do not constitute collateral for the Notes to the extent of the value of the assets securing such indebtedness and to indebtedness that is secured by a senior-priority lien, including the New Revolving Credit Facility to the extent of the value of the current asset collateral and (iii) structurally subordinated to the liabilities of the Issuer’s non-Guarantor subsidiaries.

Optional redemption for the Notes

The Notes are redeemable on or after November 15, 2023 at the applicable redemption prices specified in the Indenture plus accrued and unpaid interest. The Notes may also be redeemed at any time prior to November 15, 2023 at a redemption price equal to 100% of the aggregate principal amount of such Notes to be redeemed plus a “make-whole” premium, plus accrued and unpaid interest. In addition, the Issuer may redeem up to 40% of the original aggregate principal amount of Notes before November 15, 2023 with the net cash proceeds of certain equity offerings at a redemption price equal to 106.5% of the aggregate principal amount of such Notes to be redeemed, plus accrued and unpaid interest. Furthermore, prior to November 15, 2023, the Issuer may redeem during each calendar year up to 10% of the original aggregate principal amount of the Notes at a redemption price equal to 103% of the aggregate principal amount of such Notes to be redeemed, plus accrued and unpaid interest. If the Issuer or its restricted subsidiaries sell certain of their respective assets or experience specific kinds of changes of control, subject to certain exceptions, the Issuer must offer to purchase the Notes at par. In connection with any offer to purchase all Notes, if holders of no less than 90% of the aggregate principal amount of Notes validly tender their Notes, the Issuer is entitled to redeem any remaining Notes at the price offered to each holder.

Restrictive covenants

The Notes are subject to covenants that, among other things limit the Issuer’s ability and its restricted subsidiaries’ ability to: incur additional indebtedness or guarantee indebtedness; pay dividends or make other distributions in respect of, or repurchase or redeem, the Issuer’s or a parent entity’s capital stock; prepay, redeem or repurchase certain indebtedness; issue certain preferred stock or similar equity securities; make loans and investments; sell or otherwise dispose of assets; incur liens; enter into transactions with affiliates; enter into agreements restricting the Issuer’s subsidiaries’ ability to pay dividends; and consolidate, merge or sell all or substantially all of the Issuer’s assets. Most of these covenants will be suspended on the Notes so long as they have investment grade ratings from both Moody’s Investors Service, Inc. and S&P Global Ratings and so long as no default or event of default under the Indenture has occurred and is continuing.

Events of default

The following constitute events of default under the Notes, among others: default in the payment of interest; default in the payment of principal; failure to comply with covenants; failure to pay other indebtedness after final maturity or acceleration of other indebtedness exceeding a specified amount; certain events of bankruptcy; failure to pay a judgment for payment of money exceeding a specified aggregate amount; voidance of subsidiary guarantees; failure of any material provision of any security document or intercreditor agreement to be in full force and effect; and lack of perfection of liens on a material portion of the collateral, in each case subject to applicable grace periods.

Government Loans for COVID-19 relief

On May 25, 2020, a subsidiary of the Company operating in Japan entered into two loan agreements from a bank lender pursuant to a local government loan program. Subsequently, one of the loans was refinanced on October 26, 2020. No loss on extinguishment of debt was recognized. The loans, which includes a refinanced loan on October 26, 2020, bear interest rates of 1.82% and 1.83% per annum with maturity dates of May 27, 2029 and October 27, 2029, respectively, and amounts under the loans will be repayable to the lender in monthly installments. As of December 31, 2020, the Company had an aggregate principal amount of $2.9 million borrowings outstanding.

Future minimum principal payments on long-term debt are as follows:


(in thousands)
2021	$	13,745
2022		13,298
2023		13,293
2024		13,274
2025		13,277
Thereafter		2,086,731

Total future minimum principal payments	$	2,153,618

Leases

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Leases

8. Leases

The Company leases facilities, and equipment under noncancelable leases that have been classified as operating leases for financial reporting purposes. These leases often include one or more options to renew and the lease term includes the renewal terms when it is reasonably certain that the Company will exercise the option. In general, for the Company’s material leases, the renewal options are not included in the calculation of its right-of-use assets and lease liabilities, as the Company does not believe that it is reasonably certain that these renewal options will be exercised. The Company’s lease agreements do not contain any material residual guarantees or material restrictive covenants.

All operating lease expenses are recognized on a straight-line basis over the lease term as a component of “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss. Payments under the Company’s lease arrangements are primarily fixed. However, certain lease agreements contain variable costs, which are expensed as incurred and not included in the calculation of the Company’s right-of-use assets and related liabilities for those leases. These costs typically include real estate taxes, common area maintenance and utilities for which the Company is obligated to pay under the terms of those leases.

During the years ended December 31, 2020 and 2019, the Company expensed approximately $44.2 million and $53.5 million of total operating lease costs, which includes $6.6 million and $8.5 million of variable lease costs, respectively. During the year ended December 31, 2018, the Company recognized $48.7 million of total operating lease expense.

Beginning in mid-March of 2020, in response to the COVID-19 pandemic, the Company established a global work from home policy. A significant portion of the Company’s office-based workforce temporarily transitioned to working from home and the Company commenced a plan to strategically exit certain offices during the year ended December 31, 2020. Based on a number of factors, the Company concluded that this strategic initiative did not result in a triggering event that would indicate that the Company’s related asset groups may not be recoverable as of December 31, 2020. In enacting the plan, the Company abandoned several office leases prior to reaching termination agreements with its landlords, and as a result, adjusted the useful life of these asset to reflect the remaining expected use. The reduction to the right-of use assets and liabilities related to these leases for the year ended December 31, 2020 were $41.8 million and $42.6 million, respectively, resulting in additional lease gain of $0.8 million. Additionally, the Company paid $18.0 million in termination fees for the year ended December 31, 2020, which was recorded in “Selling, general and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss.

Based on the present value of the lease payments for the remaining lease term of the Company’s existing leases, the Company’s right-of-use assets and lease liabilities for operating leases as of December 31, 2020 and 2019 were as follows:


(in thousands)	Classification		December 31, 2020		December 31, 2019
Assets
Operating lease right-of-use assets		Other assets	$	49,772	$	93,924
Liabilities
Current operating lease liabilities		Other accrued expenses		20,894		34,072
Noncurrent operating lease liabilities		Other long-term liabilities		44,737		84,902

Total lease liabilities			$	65,631	$	118,974

Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. In determining its incremental borrowing rate, the Company reviewed the terms of its leases, its credit facilities, and other factors.

Information related to the Company’s right-of-use assets and related lease liabilities were as follows:


	Year Ended December 31,
(in thousands)	2020			2019
Cash paid for operating lease liabilities	$	42,670		$	32,229
Right-of-use assets obtained in exchange for new operating lease obligations		7,496			40,536
Weighted-average remaining lease term		4.7 years			4.4 years
Weighted-average discount rate		9.8	%		10.0	%

Maturities of lease liabilities as of December 31, 2020 were as follows:


(in thousands)
2021	$	27,323
2022		17,691
2023		11,748
2024		8,962
2025		5,266
Thereafter		7,004

Total lease payments	$	77,994
Less imputed interest		(12,363	)

Present value of lease liabilities	$	65,631

The Company has additional operating leases for real estate of $1.8 million which have not commenced as of December 31, 2020, and as such, have not been recognized on the Company’s Consolidated Balance Sheet. These operating leases commence in 2021.

Investments	12 Months Ended
Investments	Dec. 31, 2020
Investments, All Other Investments [Abstract]
Investments	*10. Investments* *Investments in Unconsolidated Affiliates* In connection with the Daymon Acquisition, the Company acquired 9.9% of the outstanding common shares of a subsidiary of a Japanese supermarket chain (“ATV”). The Company has no substantial influence over ATV. The Company elected the measurement alternative to value this equity investment without a readily determinable fair value. The Company will continue to apply the alternative measurement guidance until this investment does not qualify to be so measured. The carrying value of the investment was $7.9 million and $7.5 million as of December 31, 2020 and 2019, respectively. The Company’s significant equity investments primarily consist of Global Smollan Holdings (25% ownership), Smollan Holding Proprietary Limited (25% ownership), Partnership SPV 1 Limited (12.5% ownership), and Ceuta Holding Limited (8.8% ownership). Income from the Company’s equity method investments, included in “Cost of revenues” in the Consolidated Statements of Operations and Comprehensive Loss, was $5.1 million, $4.9 million, and $4.8 million for the years ended December 31, 2020, 2019, and 2018, respectively. The Company’s proportionate share in their net assets at December 31, 2020, and 2019 were $107.7 million and 104.1 million, respectively. The Company’s equity method investments are not material to the Company’s results of operations or financial position; therefore, no summarized financial information for the Company’s unconsolidated subsidiaries has been presented.

Equity-Based Compensation and Equity

12 Months Ended

Dec. 31, 2020

Text Block [Abstract]

Equity-Based Compensation and Equity

11. Equity-Based Compensation and Equity

The Limited Partnership Agreement allows profits interests in Topco to be granted to directors, officers, employees, and consultants of Topco and its subsidiaries. The performance-based profits interests (“Common Series C Units”) are subject to certain vesting requirements, as described below.

Additionally, in 2014, Topco issued 30,000 time-vesting profits interests (“Common Series D Units”) to entities affiliated with one equity sponsor of Topco. Time-vesting profits interests vest on a monthly basis that began on October 1, 2014 and ended on September 1, 2019. The compensation expense associated with the issuance of such awards for non-employees is recorded by the Company as the Company receives the benefit of the services being provided by the non-employees.

Common Series C Units and Common Series C-2 Units

During the years ended December 31, 2020, 2019, and 2018, 2,900 Common Series C Units, 21,953 Common Series C Units, and 10,830 Common Series C Units, respectively, were granted at no cost to employees of the Company. As the result of an amendment and restatement of the Limited Partnership Agreement, on March 15, 2018, 75% of all Common Series C Units awards are subject to vesting over four fiscal years from their respective issuance date. The remaining 25% of the units vest if and when Topco’s private equity sponsors as of the date of the 2014 Topco Acquisition realize a pre-tax internal rate of return of 20% compounded annually with respect to the Common Series A Units of Topco held by such sponsors. To the extent the Common Series C Units vest, such units may still be forfeited as a result of termination of the employment of the applicable holders or upon a non-qualifying exit event. Certain awards vest over the remaining initial four-year term, subject to the employee’s continued employment. In addition, certain Common Series C Units were issued in connection with the Daymon Acquisition to Daymon employees, certain of which are deemed to be vested upon issuance, and certain on which vest in four installments on each of the first four anniversaries following the completion of the Daymon Acquisition, subject to such employee’s continued employment with the Company. The Limited Partnership Agreement also authorizes Topco to issue 35,000 Common Series C-2 Units to employees of the Company, which are deemed to be vested upon issuance and subject to substantially similar forfeiture provisions as the Common Series C Units, including forfeiture upon certain terminations of employment with the Company of the applicable holders or a non-qualifying exit event.

A valuation, including an option pricing method allocation and Monte Carlo simulation, was used to estimate the fair value of Common Series C Units and Common Series C-2 Units. The expected price volatility is based on the average of the historical volatility of comparable public companies. The risk-free rate is based on U.S. Treasury yields in effect at the time of grant over the expected term. The Company did not use a dividend yield as it has not historically paid distributions.

The following weighted average assumptions were used in determining the fair value of Common Series C Unit grants made during the years ended December 31, 2020, 2019, and 2018:


	Year Ended December 31,
	2020			2019			2018
Grant date fair value	$	201.25		$	37.90		$	167.40
Dividend yield		0.0	%		0.0	%		0.0	%
Expected volatility		75.3	%		41.2	%		36.0	%
Risk-free interest rate		0.2	%		2.5	%		2.3	%
Lack of marketability discount		30.5	%		31.3	%		29.2	%
Expected term (years)		1.0			1.0			1.0

The following weighted average assumptions were used in determining the fair value of Common Series C-2 Unit grants made during the years ended December 31, 2020, 2019 and 2018:


	Year Ended December 31,
	2020			2019			2018
Grant date fair value	$	223.00		$	284.00		$	652.99
Dividend yield		0.0	%		0.0	%		0.0	%
Yield Test Probability		23.3	%		39.0	%		97.1	%
Cost of Equity Capital		11.8	%		11.1	%		12.3	%
Expected term (years)		1.0			2.0			3.0

Topco has the option to repurchase Common Series C Units for cash.

The following table summarizes the activity in the Common Series C Units during the years ended December 31, 2020, 2019 and 2018:


	Year Ended December 31,
	2020			2019			2018
Beginning of the period		174,190			156,975			150,906
Grants		2,900			21,953			10,830
Forfeitures		(5,064	)		(4,738	)		(4,416	)
Repurchases		—			—			(345	)

End of the period		172,026			174,190			156,975

The following table summarizes the activity in the Common Series C-2 Units during the years ended December 31, 2020, 2019 and 2018:


	Year Ended December 31,
	2020			2019			2018
Beginning of the period		33,400			33,525			—
Grants		2,500			1,425			34,275
Forfeitures		(3,625	)		(1,550	)		(750	)

End of the period		32,275			33,400			33,525

The Company classified the Merger as a vesting exit event for accounting purposes associated with the Common Series C and C-2 Units. As a result, the Company recognized non-cash compensation expenses of $62.7 million in connection with the Common Series C Units and $13.3 million in connection with the Common Series C-2 Units for the year ended December 31, 2020. The remaining $5.7 million and $0.4 million will vest in 2021 and 2022, respectively. As the vesting exit event was at Topco, there was no impact to the Company’s outstanding shares of Common Stock. No expense was recorded in the years ended December 31, 2019 or 2018, since a vesting exit event was not yet deemed probable of occurring.

Common Series D Units

The Company measures the fair value of the Common Series D Units quarterly throughout the five-year vesting period and recognizes this cost ratably over the vesting period. There were no grants during the years ended December 31, 2020, 2019, and 2018. The OPM was used to estimate the Common Series D Units fair value of $300 as of the grant date. The expected share price volatility is based on the average of the historical volatility of comparable public companies. The risk-free rate is based on U.S. Treasury yields in effect at the time of grant over the expected term. The Company did not use a dividend yield as it has not historically paid distributions. The fair value of these units at the end of each measurement period were $644, $184, and $165 per unit as of December 31, 2020, 2019, and 2018. Since the Common Series D Units that were issued under the Limited Partnership Agreement were for interests in Topco, which is outside of the consolidated group, the value of the profits interests were marked to market at each of the Company’s reporting periods.

The following assumptions were used in determining the fair value for the years ended December 31, 2020, 2019, and 2018:


	Year Ended December 31,
	2020			2019			2018
Grant date fair value	$	300.00		$	300.00		$	300.00
Dividend yield		0.0	%		0.0	%		0.0	%
Expected volatility		48.0	%		44.0	%		40.0	%
Risk-free interest rate		0.1	%		1.6	%		2.6	%
Lack of marketability discount		23.0	%		26.0	%		25.0	%
Expected term (years)		1.0			1.0			1.0

On December 31, 2020, there were 30,000 Common Series D Units outstanding. During the years ended December 31, 2020, 2019, and 2018, the Company recorded an equity-based compensation expense of $13.8 million, $1.3 million and a gain related to equity-based compensation of $8.2 million, respectively, included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss.

Equity

Class A Common Stock—The Company is authorized to issue 3,920,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share on each matter on which they are entitled to vote. At December 31, 2020, there were 318,425,182 shares of Class A common stock legally issued and outstanding, including 5,000,000 Performance Shares issued to Topco at the Closing, which were subject to vesting upon satisfaction of a market performance condition after the Closing. Such performance shares vested on January 15, 2021 when the market performance condition was satisfied. Topco did not have the right to vote the Performance Shares until the vesting condition for the Performance Shares was achieved.

Preferred stock—The Company is authorized to issue 10,000,000 preferred stock with no par value. At December 31, 2020 and 2019, there are no preferred stock issued or outstanding.

Warrants—As of December 31, 2020, 11,250,000 public warrants were outstanding. Each whole warrant entitles the holder to purchase one whole share of the Company’s Class A common stock at an exercise price of $11.50 per share, subject to adjustment. Warrants may only be exercised for a whole number of shares of Class A common stock. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants became exercisable 30 days after the completion of the Merger. The warrants will expire five years after the completion of the Merger, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

As of December 31, 2020, 7,333,333 private placement warrants were outstanding. The private placement warrants are identical to the public warrants, except that the private placement warrants and the Class A common stock issuable upon exercise of the private placement warrants were not transferable, assignable or salable until 30 days after the completion of the Merger, subject to certain limited exceptions. Additionally, the private placement warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the private placement warrants are held by someone other than the initial stockholders or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.

The Company may call the warrants for redemption:

For cash:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption; and

•

if, and only if, the last reported closing price of the common stock equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

For cash or Class A common stock:

•

in whole and not in part;

•

at a price of $0.10 per warrant, provided that the warrant holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock to be determined by reference to a table included in the warrant agreement, based on the redemption date and the fair market value of the Class A common stock;

•

upon a minimum of 30 days’ prior written notice of redemption;

•

if, and only if, the last reported closing price of the common stock equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day prior to the date on which the Company sends notice of redemption to the warrant holders; and

•

if, and only if, an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30 day period after which written notice of redemption is given, or the Company has elected to require the exercise of the warrants on a “cashless” basis.

If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend. Additionally, in the event of a recapitalization, reorganization, merger or consolidation, the kind and amount of shares of stock or other securities or property (including cash) issuable upon exercise of the warrants may be adjusted. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants shares.

During the year ended December 31, 2020, no warrants were exercised for Class A common stock.

Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	Dec. 31, 2020
Retirement Benefits [Abstract]
Employee Benefit Plans	*12. Employee Benefit Plans* The Company sponsors 401(k) plans for certain employees who meet specified age and length of service requirements. The 401(k) plans include a deferral feature under which employees may elect to defer a portion of their salary, subject to Internal Revenue Service limitations. The Company provides a matching contribution based on a percentage of participating employees’ salaries and contributions made. Total contributions to the plan for the years ended December 31, 2020, 2019, and 2018, were $10.8 million, $13.9 million, and $13.2 million, respectively.

Restructuring Charges

12 Months Ended

Dec. 31, 2020

Restructuring and Related Activities [Abstract]

Restructuring Charges

14. Restructuring Charges

Restructuring charges include severance plans 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. In addition, the Company established a global work from home policy. A significant portion of the Company’s office-based workforce temporarily transitioned to working from home and the Company commenced a plan to strategically exit certain offices during the year ended December 31, 2020. Refer to Note 8 — Leases, for additional information. During the years ended December 31, 2019 and 2018, in connection with the Daymon Acquisition, the Company commenced restructuring programs designed to achieve cost savings through transaction synergies. The Company recorded severance expenses of $4.6 million, $2.3 million, and $7.9 million included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2020, 2019, and 2018, respectively.

As of December 31, 2020, and 2019, $1.3 million and $2.6 million of the Company’s restructuring charges were included in “Other accrued expenses” in the Consolidated Balance Sheets, respectively.

The following table summarizes the Company’s restructuring activity:


	Severance			Facilities and Other Costs			Total Restructuring Charges
(In thousands)
Balance at January 1, 2018	$	13,257		$	—		$	13,257
Charges		7,901			4,564			12,465
Payments/utilization		(16,841	)		(1,862	)		(18,703	)
Foreign exchange translation effects		(867	)		(48	)		(915	)

Balance at December 31, 2018		3,450			2,654			6,104

Charges		2,271			3,114			5,385
Payments/utilization		(4,398	)		(4,476	)		(8,874	)

Balance at December 31, 2019	$	1,323		$	1,292		$	2,615

Charges		4,601			755			5,356
Payments/utilization		(5,380	)		(1,292	)		(6,672	)

Balance at December 31, 2020	$	544		$	755		$	1,299

The following table summarizes the Company’s restructuring charges by segment:


	Year Ended December 31,
(In thousands)	2020		2019		2018
Sales	$	2,451	$	2,928	$	6,663
Marketing		2,905		2,457		5,802

Total restructuring charges	$	5,356	$	5,385	$	12,465

Total restructuring charges recognized represents the estimated total charges for the years ended December 31, 2020, 2019, and 2018, respectively.

Segments and Geographic Information

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

Segments and Geographic Information

16. Segments and Geographic Information

The Company’s operations are organized into two reportable segments: sales and marketing. The operating segments reported below are the segments of the Company for which separate financial information is available and for which segment results are evaluated regularly by the chief operating decision maker (the chief executive officer) in deciding how to allocate resources and in assessing performance. Through the Company’s sales segment, the Company serves as a strategic intermediary between consumer goods manufacturers and retailer partners and performs critical merchandizing services on behalf of both consumer goods manufacturers and retail partners. Through the Company’s marketing segment, the Company develops and executes marketing programs for manufacturers and retailers. These reportable segments are organized by the types of services provided, similar economic characteristics, and how the Company manages its business. The assets and liabilities of the Company are managed centrally and are reported internally in the same manner as the consolidated financial statements; therefore, no additional information is produced or included herein. The Company and its chief operating decision maker evaluate performance based on revenues and operating income.


(in thousands)	Sales			Marketing			Total
Year Ended December 31, 2020
Revenues	$	2,060,593		$	1,095,078		$	3,155,671
Depreciation and amortization	$	171,569		$	67,029		$	238,598
Operating income	$	63,305		$	3,701		$	67,006
Year Ended December 31, 2019
Revenues	$	1,954,705		$	1,830,358		$	3,785,063
Depreciation and amortization	$	161,563		$	71,010		$	232,573
Operating income	$	127,961		$	85,713		$	213,674
Year Ended December 31, 2018
Revenues	$	1,857,004		$	1,850,624		$	3,707,628
Depreciation and amortization	$	157,098		$	68,135		$	225,233
Operating loss	$	(1,072,702	)	$	(17,212	)	$	(1,089,914	)

Revenues and long-lived assets by services provided in geographic region are as follows:


	Year Ended December 31,
(in thousands)	2020		2019		2018
Revenues
North America	$	2,791,282	$	3,324,019	$	3,257,937
International		363,433		461,044		449,691

Total revenues	$	3,154,715	$	3,785,063	$	3,707,628


	December 31,
(in thousands)	2020		2019
Long-Lived Assets
North America	$	72,722	$	107,940
International		7,294		6,750

Total long-lived assets	$	80,016	$	114,690

The classification “North America” is primarily comprised of the Company’s U.S. and Canadian operations and the classification “International” primarily includes the Company’s operation in the U.K., Germany, the Netherlands and Japan.

Revenues by location of services provided in the U.S. were $2.7 billion, $3.1 billion, and $3.0 billion during the years ended December 31, 2020, 2019, and 2018, respectively.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Condensed Financial Information Disclosure [Abstract]

SCHEDULE I - CONDENSED PARENT ONLY FINANCIAL INFORMATION OF ADVANTAGE SOLUTIONS INC.

12 Months Ended

Dec. 31, 2020

SCHEDULE I - CONDENSED PARENT ONLY FINANCIAL INFORMATION OF ADVANTAGE SOLUTIONS INC.

SCHEDULE I

ADVANTAGE SOLUTIONS INC.

CONDENSED PARENT ONLY FINANCIAL INFORMATION

OF ADVANTAGE SOLUTIONS INC.

CONDENSED BALANCE SHEETS


	December 31,
(in thousands, except share data)	2020			2019
ASSETS
Investment in subsidiaries	$	2,443,067		$	1,577,799

Total assets	$	2,443,067		$	1,577,799

LIABILITIES AND STOCKHOLDERS’ EQUITY
Equity attributable to stockholders of Advantage Solutions Inc.
Common stock $0.0001 par value, 3,290,000,000 shares authorized; 318,425,182 and 203,750,000 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively		31			23
Additional paid-in capital		3,356,417			2,337,468
Accumulated deficit		(907,734	)		(745,295	)
Loans to Karman Topco L.P.		(6,316	)		(6,244	)
Accumulated other comprehensive income (loss)		669			(8,153	)

Total equity attributable to stockholders of Advantage Solutions Inc.		2,443,067			1,577,799
Equity attributable to noncontrolling interest		—			—

Total stockholders’ equity		2,443,067			1,577,799

Total liabilities and stockholders’ equity		2,443,067			1,577,799

See Notes to Condensed Financial Statements

SCHEDULE I

ADVANTAGE SOLUTIONS INC.

CONDENSED PARENT ONLY FINANCIAL INFORMATION

OF ADVANTAGE SOLUTIONS INC.

CONDENSED STATEMENTS OF OPERATIONS


	Year Ended December 31,
(in thousands)	2020		2019			2018
Revenues	$	—	$	—		$	—
Cost of revenues		—		—			—
Selling, general, and administrative expenses		—		—			—
Depreciation and amortization		—		—			—

Total expenses		—		—			—

Operating income		—		—			—
Interest expense, net		—		—			—

Income before income taxes and equity in net income of subsidiaries		—		—			—
Provision for income taxes		—		—			—

Net income before equity in net income of subsidiaries		—		—			—
Less: net income attributable to noncontrolling interests		—		—			—

Equity in net income (loss) of subsidiaries		96,954		(21,172	)		(1,157,332	)
Other comprehensive income (loss), net tax Equity in comprehensive income (loss) of Subsidiaries		8,822		5,497			(8,961	)

Total comprehensive income (loss)	$	105,776	$	(15,675	)	$	(1,166,293	)

See Notes to Condensed Financial Statements

ADVANTAGE SOLUTIONS INC.

CONDENSED PARENT ONLY FINANCIAL INFORMATION

OF ADVANTAGE SOLUTIONS INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

1. Basis of Presentation

In the parent company only financial statements, Advantage Solutions Inc.’s (“Parent”) investment in subsidiaries is stated at cost plus equity in undistributed earnings of the subsidiaries during the years ended December 31, 2020 and 2019. The accompanying condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X. A condensed statement of cash flows was not presented because Parent’s operating activities have no cash impact and there were no investing or financing cash flow activities during the years ended December 31, 2020, 2019, and 2018. This information should be read in conjunction with the accompanying Consolidated Financial Statements.

2. Debt Restrictions

Pursuant to the terms of the New Senior Secured Credit Facilities and the Notes discussed in Note 7, Debt, of the Notes to the Consolidated Financial Statements, the Parent’s subsidiaries have restrictions on their ability to pay dividends or make intercompany loans and advances to the Parent. Since the restricted net assets of the Parent’s subsidiaries exceed 25% of the consolidated net assets of the Parent and its subsidiaries, the accompanying condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X.

Advantage Sales & Marketing Inc., an indirect wholly-owned subsidiary of the Company (the “Borrower”) has obligations under the New Term Loan Facility that are guaranteed by Karman Intermediate Corp. (“Holdings”) and all of the Borrower’s direct and indirect wholly owned material U.S. subsidiaries (subject to certain permitted exceptions) and Canadian subsidiaries (subject to certain permitted exceptions, including exceptions based on immateriality thresholders of aggregate assets and revenues of Canadian subsidiaries) (the “Guarantors”). The New Term Loan Facility is secured by a lien on substantially all of Holdings’, the Borrower’s and the Guarantors’ assets (subject to certain permitted exceptions). The New Term Loan Facility has a first-priority lien on the fixed asset collateral (equal in priority with the liens securing the Notes) and a second-priority lien on the current asset collateral (second in priority to the liens securing the New Revolving Credit Facility), in each case, subject to other permitted liens.

The New Term Loan Facility contains certain customary negative covenants, including, but not limited to, restrictions on the ability of Holdings and that of its restricted subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, pay dividends or make other restricted payments, sell or otherwise transfer assets or enter into transactions with affiliates.

Organization and Significant Accounting Policies (Policies)

8 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2019

Sep. 30, 2020

Dec. 31, 2020

Basis of Presentation

Basis of Presentation and Principles of Consolidation

Use of Estimates

Use of Estimates

Concentration of Credit Risk

Concentration of Credit Risk

Cash and Cash Equivalents

Cash and Cash Equivalents


	December 31,
	2020		2019		2018
(in thousands)
Cash and cash equivalents	$	204,301	$	184,224	$	141,590
Restricted cash		15,665		14,801		2,929

Total cash, cash equivalents and restricted cash	$	219,966	$	199,025	$	144,519

Recent Accounting Pronouncements

Fair Value Measurements


Level 1	—	Quoted prices in active markets for identical assets or liabilities.

Level 2	—	Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3	—	Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

Earnings Per Share

Earnings Per Share

The following is a reconciliation of basic and diluted net loss per common share:


	Year Ended December 31,
(in thousands, except share and earnings per share data)	2020			2019			2018
Basic and diluted:
Net loss attributable to stockholders of Advantage Solutions Inc.	$	(162,443	)	$	(21,172	)	$	(1,157,332	)
Weighted-average number of common shares		223,227,833			203,750,000			203,750,000

Basic and diluted net loss per common share	$	(0.73	)	$	(0.10	)	$	(5.68	)

See Note 11 — Equity Based Compensation and Equity for additional information regarding the terms of public and private placement warrants.

Income Taxes

Income Taxes

Recent Accounting Pronouncements

Recent Accounting Standards Adopted by the Company

Accounting Standards Recently Issued but Not Yet Adopted by the Company

Take 5 Matter

Take 5 Matter

Foreign Currency

Foreign Currency

Accounts Receivable and Expected Credit Losses

Accounts Receivable and Expected Credit Losses

Derivatives

Derivatives

Property and Equipment

Property and Equipment


Leasehold improvements		3—10 years
Furniture and fixtures		3—7 years
Computer hardware and other equipment		3—5 years
Software		3—5 years

Equity Method Investments

Equity Method Investments

Business Combinations

Business Combinations

Goodwill and Indefinite Lived Intangible Assets

Goodwill and Indefinite Lived Intangible Assets

Long-Lived Assets

Long-Lived Assets

Contingent Consideration

Contingent Consideration

Leases

Leases

In the first quarter of 2019, the Company adopted ASC 842, Leases, using the modified retrospective transition method.

Self-Insurance Liability

Self-Insurance Liability

Revenue Recognition

Revenue Recognition


	Year Ended December 31,
	2020		2019		2018
(in thousands)
Sales brand-centric services	$	1,204,240	$	1,209,480	$	1,177,989
Sales retail-centric services		856,353		745,225		679,015

Total sales revenues		2,060,593		1,954,705		1,857,004
Marketing brand-centric services		429,200		474,928		424,373
Marketing retail-centric services		665,878		1,355,430		1,426,251

Total marketing revenues		1,095,078		1,830,358		1,850,624

Total revenues	$	3,155,671	$	3,785,063	$	3,707,628

Uncertain Tax Positions

Uncertain Tax Positions

The Company has elected to classify interest and penalties as components of tax expense. These amounts were immaterial for the years ended December 31, 2020, 2019 and 2018.

Equity-based Compensation

Equity-based Compensation

Other Comprehensive Income (Loss)

Other Comprehensive Income (Loss)

Variable Interest Entities and Investments

Variable Interest Entities and Investments

Concentration of Credit Risk

Basis of Presentation

Basis of Presentation

Use of Estimates

Use of Estimates

Emerging Growth Company

Emerging Growth Company

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Marketable Securities Held in Trust Account

The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest, held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information.

Deferred Offering Costs Associated with the Initial Public Offering

Fair Value of Financial Instruments

•

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

•

Fair Value of Financial Instruments

•

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

•

Deferred Offering Costs Associated with the Initial Public Offering

Offering Costs Associated with the Initial Public Offering

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

Earnings Per Share

Net Income Per Share

Income Taxes

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2020 and December 31, 2019, the Company had a deferred tax asset of approximately $1,170,000 and $59,000, respectively, which had a full valuation allowance recorded against it of approximately $1,170,000 and $59,000, respectively.

FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020 and December 31, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Fair Value Measurements (Tables)

8 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2019

Sep. 30, 2020

Dec. 31, 2020

Summary of Financial Liabilities Measured on Recurring Basis

The following table sets 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 (Level 2)
Balance at December 31, 2020
New Term Loan Credit Facility	$	1,325,000	$	1,447,993
Notes		775,000		884,826
New Revolving Credit Facility		50,000		50,000
Notes payable and deferred obligations		3,618		3,618

Total long-term debt	$	2,153,618	$	2,386,437


(in thousands)	Carrying Value		Fair Value (Level 2)
Balance at December 31, 2019
First Lien Term Loan	$	2,467,529	$	2,413,663
Second Lien Term Loan		760,000		733,526
Notes payable and deferred obligations		2,053		1,872

Total long-term debt	$	3,229,582	$	3,149,061

Fair Value, Recurring [Member]

Schedule of fair value assets measured on a recurring basis


	December 31, 2020
(in thousands)	Fair Value		Level 1		Level 2		Level 3
Assets measured at fair value
Cash and cash equivalents	$	204,301	$	204,301	$	—	$	—
Derivative financial instruments		1,824		—		1,824		—

Total assets measured at fair value	$	206,125	$	204,301	$	1,824	$	—

Liabilities measured at fair value
Derivative financial instruments	$	1,882	$	—	$	1,882	$	—
Contingent consideration liabilities		45,901		—		—		45,901

Total liabilities measured at fair value	$	47,783	$	—	$	1,882	$	45,901


	December 31, 2019
(in thousands)	Fair Value		Level 1		Level 2		Level 3
Assets measured at fair value
Cash and cash equivalents	$	184,224	$	184,224	$	—	$	—
Contingent consideration receivable		6,120		—		—		6,120

Total assets measured at fair value	$	190,344	$	184,224	$	—	$	6,120

Liabilities measured at fair value
Derivative financial instruments	$	3,277	$	—	$	3,277	$	—
Contingent consideration liabilities		47,649		—		—		47,649

Total liabilities measured at fair value	$	50,926	$	—	$	3,277	$	47,649

Schedule of fair value assets measured on a recurring basis


	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Marketable securities held in Trust Account	$	452,816,525	$	—	$	—

Total	$	452,816,525	$	—	$	—


	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
September 30, 2020
Marketable securities held in Trust Account	$	453,742,245	$	—	$	—

Total	$	453,742,245	$	—	$	—


	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
December 31, 2019
Marketable securities held in Trust Account	$	452,816,525	$	—	$	—

Total	$	452,816,525	$	—	$	—

Income Tax (Tables)

8 Months Ended

12 Months Ended

Dec. 31, 2019

Dec. 31, 2020

Schedule of (benefit from) provision for income tax

The (benefit from) provision for income taxes is as follows:


	Year Ended December 31,
	2020			2019			2018
(in thousands)
Current tax (benefit) expense
Federal	$	(9,106	)	$	45,874		$	21,399
State		4,710			11,311			11,742
Foreign		13,422			12,231			12,140

Total current tax expense		9,026			69,416			45,281

Deferred tax (benefit) expense
Federal		(6,501	)		(53,314	)		(164,208	)
State		868			(11,055	)		(48,653	)
Foreign		(8,724	)		(3,694	)		(754	)

Total deferred tax benefit		(14,357	)		(68,063	)		(213,615	)

Total (benefit from) provision for income taxes	$	(5,331	)	$	1,353		$	(168,334	)

Schedule of net deferred tax assets

Net deferred tax liabilities consist of the following:


	December 31,
(in thousands)	2020			2019
Deferred tax assets
Accrued liabilities	$	77,599		$	70,420
Interest expense		20,851			49,586
Social security tax deferral		12,656			—
Net operating losses		10,557			7,671
Right-of-use liabilities		11,996			26,648
Transaction expenses		8,643			5,325
Debt issuance costs		6,422			973
Acquired intangibles, including goodwill		2,205			2,292
Insurance reserves		2,262			2,403
Other		4,755			6,158

Total deferred tax assets		157,946			171,476

Deferred tax liabilities
Acquired intangibles including goodwill		618,697			636,245
Right-of-use assets		7,890			20,294
Restructuring expenses		4,977			6,857
Depreciation		2,464			1,617
Unrealized transactions		—			990
Other		6,266			6,038

Total deferred tax liabilities		640,294			672,041

Less: deferred income tax asset valuation allowances		(6,706	)		(5,570	)

Net deferred tax liabilities	$	489,054		$	506,135


	December 31,
(in thousands)	2020		2019
Reported as:
Noncurrent deferred tax asset	$	2,188	$	227
Noncurrent deferred tax liability		491,242		506,362

Net deferred tax liabilities	$	489,054	$	506,135

Schedule of effective tax rate

A reconciliation of the provision for taxes based on the federal statutory income tax rate attributable to the Company’s effective income tax rate is as follows:


	Year Ended December 31,
	2020			2019			2018
Statutory U.S. rate		21.0	%		21.0	%		21.0	%
State tax, net of federal tax benefit		(2.6	)%		(1.1	)%		2.2	%
Foreign tax, net of federal tax benefit		1.1	%		(17.4	)%		(0.4	)%
Goodwill impairment		—			—			(10.4	)%
Global Intangible Low Taxed Income		—			(8.3	)%		(0.2	)%
Transaction expenses		(0.1	)%		(5.4	)%		(0.1	)%
Disallowed Executive Compensation		(3.4	)%		—			—
Equity-based compensation		(11.2	)%		(1.5	)%		0.2	%
Meals and entertainment		(0.7	)%		(11.1	)%		(0.2	)%
Contingent consideration fair value adjustment		(1.4	)%		7.1	%		0.7	%
Non-deductible expenses		(0.4	)%		(4.6	)%		—
Return to provision on permanent differences		0.1	%		8.2	%		0.1	%
Work opportunity tax credit		0.5	%		3.3	%		—
Research and development credit		0.3	%		4.0	%		—
Other		—			(1.6	)%		(0.1	)%

Effective tax rate		3.2	%		(7.4	)%		12.8	%

Schedule of geographic components of (loss) income before income taxes

The geographic components of (loss) income before income taxes are as follows:


	Year Ended December 31,
	2020			2019			2018
(in thousands)
U.S. sources	$	(190,163	)	$	(32,893	)	$	(1,347,770	)
Non-U.S. sources		23,125			14,490			28,213

Loss before income taxes	$	(167,038	)	$	(18,403	)	$	(1,319,557	)

Schedule of (benefit from) provision for income tax

The Company’s provision for income tax consists of the following:


	For the Period From May 2, 2019 (inception) through December 31, 2019
Current:
Federal	$	730,672
State		—
Deferred:
Federal		58,712
State		—
Change in valuation allowance		(58,712	)

Income tax expense	$	730,672

Schedule of net deferred tax assets

The Company’s net deferred tax assets are as follows:


	December 31, 2019
Deferred tax asset:
Startup / organizational costs		58,712

Total deferred tax assets		58,712

Valuation allowance		(58,712	)

Deferred tax asset, net of allowance	$	—

Schedule of effective tax rate

A reconciliation of the federal income tax rate to the Company’s effective tax rate for the period from May 2, 2019 (inception) through December 31, 2019 is as follows:


Statutory federal income tax rate	21.0	%
State taxes, net of federal tax benefit	0.0	%
Change in valuation allowance	1.8	%

Effective income tax rate	22.8	%

Organization and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash


	December 31,
	2020		2019		2018
(in thousands)
Cash and cash equivalents	$	204,301	$	184,224	$	141,590
Restricted cash		15,665		14,801		2,929

Total cash, cash equivalents and restricted cash	$	219,966	$	199,025	$	144,519

Schedule of Estimated Useful Lives

The following table provides the range of estimated useful lives used for each asset type:


Leasehold improvements		3—10 years
Furniture and fixtures		3—7 years
Computer hardware and other equipment		3—5 years
Software		3—5 years

Schedule of Disaggregated Revenues

Disaggregated revenues were as follows:


	Year Ended December 31,
	2020		2019		2018
(in thousands)
Sales brand-centric services	$	1,204,240	$	1,209,480	$	1,177,989
Sales retail-centric services		856,353		745,225		679,015

Total sales revenues		2,060,593		1,954,705		1,857,004
Marketing brand-centric services		429,200		474,928		424,373
Marketing retail-centric services		665,878		1,355,430		1,426,251

Total marketing revenues		1,095,078		1,830,358		1,850,624

Total revenues	$	3,155,671	$	3,785,063	$	3,707,628

Schedule of Reconciliation of Basic and Diluted Net Loss Per Common Share

The following is a reconciliation of basic and diluted net loss per common share:


	Year Ended December 31,
(in thousands, except share and earnings per share data)	2020			2019			2018
Basic and diluted:
Net loss attributable to stockholders of Advantage Solutions Inc.	$	(162,443	)	$	(21,172	)	$	(1,157,332	)
Weighted-average number of common shares		223,227,833			203,750,000			203,750,000

Basic and diluted net loss per common share	$	(0.73	)	$	(0.10	)	$	(5.68	)

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2020

Schedule of Supplemental Information on an Unaudited Pro Forma Basis


	Twelve Months Ended December 31,
	2020			2019			2018
(in thousands, except per share data)
Total revenues	$	3,181,224		$	3,869,643		$	3,772,569
Net loss attributable to stockholders of Advantage Solutions Inc.	$	(156,145	)	$	(12,696	)	$	(1,152,738	)
Basic and diluted net loss per common share	$	(0.70	)	$	(0.06	)	$	(5.66	)

2020 Acquisitions

Schedule of Fair Values of Identifiable Assets and Liabilities of Acquisitions

The preliminary fair values of the identifiable assets and liabilities of the acquisitions completed during the year ended December 31, 2020, at the respective acquisition dates, are as follows:


(in thousands)
Consideration:
Cash	$	68,057
Holdbacks		5,260
Fair value of contingent consideration		14,766

Total consideration	$	88,083

Recognized amounts of identifiable assets acquired and liabilities assumed:
Assets
Accounts receivable	$	3,542
Other assets		2,936
Property and equipment		321
Identifiable intangible assets		42,460

Total assets		49,259

Liabilities
Total liabilities		4,569

Total identifiable net assets		44,690

Goodwill arising from acquisitions	$	43,393

Schedule of Fair Value and Estimated Useful Lives of Intangible Assets Acquired


(in thousands)	Amount		Weighted Average Useful Life
Client relationships	$	42,460		6 years

2019 Acquisitions

Schedule of Fair Values of Identifiable Assets and Liabilities of Acquisitions

The fair values of the identifiable assets and liabilities of the acquisitions completed during the year ended December 31, 2019, at the respective acquisition dates, are as follows:


(in thousands)
Consideration:
Cash	$	10,582
Holdbacks		915
Fair value of contingent consideration		2,519

Total consideration	$	14,016

Recognized amounts of identifiable assets acquired and liabilities assumed:
Assets
Accounts receivable	$	6,853
Other assets		1,390
Identifiable intangible assets		10,400

Total assets		18,643

Liabilities
Accounts payable		2,138
Accrued compensation and benefits		2,478
Deferred revenue		1,258
Long-term debt		1,009
Deferred income tax liabilities		2,334
Noncontrolling interest and other liabilities		2,761
Total liabilities and noncontrolling interest		11,978

Total identifiable net assets		6,665

Goodwill arising from acquisitions	$	7,351

Schedule of Fair Value and Estimated Useful Lives of Intangible Assets Acquired


(in thousands)	Amount		Weighted Average Useful Life
Client relationships	$	7,562		10 years
Trade names		2,838		5 years

Total identifiable intangible assets	$	10,400

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Goodwill

Changes in goodwill for the years ended December 31, 2020 and 2019, are as follows:


	Sales			Marketing		Total
(in thousands)
Gross carrying amount as of December 31, 2019	$	2,090,340		$	678,356	$	2,768,696
Accumulated impairment charge⁽¹⁾		(652,000	)		—		(652,000	)

Balance at December 31, 2019	$	1,438,340		$	678,356	$	2,116,696

Acquisitions		20,788			22,605		43,393
Foreign exchange translation effects		3,250			—		3,250

Balance at December 31, 2020	$	1,462,378		$	700,961	$	2,163,339


	Sales			Marketing		Total
(in thousands)
Gross carrying amount as of December 31, 2018	$	2,085,684		$	672,683	$	2,758,367
Accumulated impairment charge⁽¹⁾		(652,000	)		—		(652,000	)

Balance at December 31, 2018	$	1,433,684		$	672,683	$	2,106,367

Acquisitions		2,948			4,403		7,351
Foreign exchange translation effects		(418	)		1,270		852
Foreign exchange translation effects		2,126			—		2,126

Balance at December 31, 2019	$	1,438,340		$	678,356	$	2,116,696

(1)	During the fiscal year ended December 31, 2018, the Company recognized a non-cash goodwill impairment charge of $652.0 million related to the Company’s sales reporting unit as a result of the Company’s annual evaluation of goodwill impairment test.

Schedule of Finite-Lived and Indefinite-Lived Intangible Assets

The following tables set forth information for intangible assets:


			December 31, 2020
(in thousands)	Weighted Average Useful Life		Gross Carrying Value		Accumulated Amortization		Accumulated Impairment Charges		Net Carrying Value
Finite-lived intangible assets:
Client relationships		14 years	$	2,455,360	$	977,140	$	—	$	1,478,220
Trade names		8 years		134,220		66,209		—		68,011
Developed technology		5 years		10,160		5,989		—		4,171
Covenant not to compete		5 years		6,100		3,706		—		2,394

Total finite-lived intangible assets				2,605,840		1,053,044		—		1,552,796

Indefinite-lived intangible assets:
Trade names				1,480,000		—		580,000		900,000

Total other intangible assets			$	4,085,840	$	1,053,044	$	580,000	$	2,452,796


			December 31, 2019
(in thousands)	Weighted Average Useful Life		Gross Carrying Value		Accumulated Amortization		Accumulated Impairment Charges		Net Carrying Value
Finite-lived intangible assets:
Client relationships		14 years	$	2,408,573	$	798,153	$	—	$	1,610,420
Trade names		8 years		132,844		52,485		—		80,359
Developed technology		5 years		10,160		3,957		—		6,203
Covenant not to compete		5 years		6,100		2,486		—		3,614

Total finite-lived intangible assets				2,557,677		857,081		—		1,700,596

Indefinite-lived intangible assets:
Trade names				1,480,000		—		580,000		900,000

Total other intangible assets			$	4,037,677	$	857,081	$	580,000	$	2,600,596

Schedule of Future Amortization Expenses

As of December 31, 2020, estimated future amortization expenses of the Company’s existing intangible assets are as follows:


(in thousands)
2021	$	195,704
2022		193,094
2023		189,512
2024		188,549
2025		183,401
Thereafter		602,536

Total amortization expense	$	1,552,796

Prepaid and Other Assets (Tables)

12 Months Ended

Dec. 31, 2020

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Prepaid and Other Current Assets

Prepaid and other current assets consist of the following:


	December 31,
(in thousands)	2020		2019
Inventory	$	44,185	$	25,163
Prepaid expenses		31,792		25,136
Taxes		11,006		326
Miscellaneous receivables		9,244		9,500
Interest rate cap		1,824		—
Workers’ compensation receivables		881		1,109
Other current assets		6,711		8,186

Total prepaid expenses and other current assets	$	105,643	$	69,420

Schedule of Other Non Current Assets


	December 31,
(in thousands)	2020		2019
Operating lease right-of-use assets	$	49,773	$	93,924
Deposits		6,986		8,364
Contingent consideration receivable		—		6,120
Workers’ compensation receivable		4,400		5,583
Other long-term assets		4,807		2,556

Total other assets	$	65,966	$	116,547

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2020

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consist of the following:


	December 31,
(in thousands)	2020			2019
Software	$	106,250		$	126,796
Computer hardware		69,428			76,558
Leasehold improvements		32,584			54,293
Furniture, fixtures, and other		16,736			28,868

Total property and equipment		224,998			286,515
Less: accumulated depreciation		(144,982	)		(171,825	)

Total property and equipment, net	$	80,016		$	114,690

Other Liabilities (Tables)

12 Months Ended

Dec. 31, 2020

Other Liabilities Disclosure [Abstract]

Schedule Of Other Accrued Expenses

Other accrued expenses consist of the following:


	December 31,
	2020		2019
(in thousands)
Interest rate cap and accrued interest payable	$	25,266	$	1,520
Operating lease liability		20,894		34,072
Rebates due to retailers		11,246		6,979
Contingent consideration		10,733		24,502
Client deposits		10,706		8,674
Client refunds related to the Take 5 Matter		9,417		14,946
Employee insurance reserves		8,759		9,418
Taxes		6,602		6,342
Holdbacks		5,764		2,630
Note payable related to contingent consideration		4,048		9,385
Restructuring charges		1,344		2,615
Other accrued expenses		6,979		7,752

Total other accrued expenses	$	121,758	$	128,835

Schedule Of Other Long Term Liabilities

Other long-term liabilities consist of the following:


	December 31,
	2020		2019
(in thousands)
Operating lease liability	$	44,737	$	84,902
Contingent consideration		35,168		23,147
Workers’ compensation and other insurance reserves		30,552		29,718
Deferred employer social security taxes		24,034		—
Interest rate cap		900		2,294
Holdbacks		504		926
Taxes		525		525
Other long-term liabilities		5,490		4,785

Total other long-term liabilities	$	141,910	$	146,297

Summary Of Changes in Carrying Value Of Estimated Contingent Consideration Liabilities

The following table summarizes the changes in the carrying value of estimated contingent consideration liabilities:


	Year Ended December 31,
(in thousands)	2020			2019
Beginning of the period	$	47,649		$	85,977
Fair value of acquisitions		14,766			2,519
Payments		(21,875	)		(37,100	)
Note issuance for settlements		(4,048	)		(9,385	)
Changes in fair value		9,971			6,064
Foreign exchange translation effects		(562	)		(426	)

End of the period	$	45,901		$	47,649

Debt (Tables)

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Summary of Long term Debt, Net of Current Portion


	December 31,		December 31,
	2020		2019
(in thousands)
New Term Loan Facility	$	1,325,000	$	—
Notes		775,000		—
First Lien Term Loan		—		2,467,529
Second Lien Term Loan		—		760,000
New Revolving Credit Facility		50,000		—
Notes payable and deferred obligations		3,618		2,053

		2,153,618		3,229,582
Less: current portion		63,745		27,655
Less: debt issuance costs		60,545		29,840

Long-term debt, net of current portion	$	2,029,328	$	3,172,087

Summary of Future Minimum Principal Payments on Long-term Debt

Future minimum principal payments on long-term debt are as follows:


(in thousands)
2021	$	13,745
2022		13,298
2023		13,293
2024		13,274
2025		13,277
Thereafter		2,086,731

Total future minimum principal payments	$	2,153,618

Leases (Tables)

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Schedule of Present Value of Lease Payments for Remaining Lease Term


(in thousands)	Classification		December 31, 2020		December 31, 2019
Assets
Operating lease right-of-use assets		Other assets	$	49,772	$	93,924
Liabilities
Current operating lease liabilities		Other accrued expenses		20,894		34,072
Noncurrent operating lease liabilities		Other long-term liabilities		44,737		84,902

Total lease liabilities			$	65,631	$	118,974

Schedule of Right-of-use Assets and Related Lease Liabilities

Information related to the Company’s right-of-use assets and related lease liabilities were as follows:


	Year Ended December 31,
(in thousands)	2020			2019
Cash paid for operating lease liabilities	$	42,670		$	32,229
Right-of-use assets obtained in exchange for new operating lease obligations		7,496			40,536
Weighted-average remaining lease term		4.7 years			4.4 years
Weighted-average discount rate		9.8	%		10.0	%

Schedule of Maturities of Lease Liabilities

Maturities of lease liabilities as of December 31, 2020 were as follows:


(in thousands)
2021	$	27,323
2022		17,691
2023		11,748
2024		8,962
2025		5,266
Thereafter		7,004

Total lease payments	$	77,994
Less imputed interest		(12,363	)

Present value of lease liabilities	$	65,631

Equity-Based Compensation and Equity (Tables)

12 Months Ended

Dec. 31, 2020

Share-based Compensation, Activity

The following table summarizes the activity in the Common Series C Units during the years ended December 31, 2020, 2019 and 2018:


	Year Ended December 31,
	2020			2019			2018
Beginning of the period		174,190			156,975			150,906
Grants		2,900			21,953			10,830
Forfeitures		(5,064	)		(4,738	)		(4,416	)
Repurchases		—			—			(345	)

End of the period		172,026			174,190			156,975

The following table summarizes the activity in the Common Series C-2 Units during the years ended December 31, 2020, 2019 and 2018:


	Year Ended December 31,
	2020			2019			2018
Beginning of the period		33,400			33,525			—
Grants		2,500			1,425			34,275
Forfeitures		(3,625	)		(1,550	)		(750	)

End of the period		32,275			33,400			33,525

Common Series C Units [Member]

Schedule of Assumptions Used To Determine Fair Value

The following weighted average assumptions were used in determining the fair value of Common Series C Unit grants made during the years ended December 31, 2020, 2019, and 2018:


	Year Ended December 31,
	2020			2019			2018
Grant date fair value	$	201.25		$	37.90		$	167.40
Dividend yield		0.0	%		0.0	%		0.0	%
Expected volatility		75.3	%		41.2	%		36.0	%
Risk-free interest rate		0.2	%		2.5	%		2.3	%
Lack of marketability discount		30.5	%		31.3	%		29.2	%
Expected term (years)		1.0			1.0			1.0

Common Series C2 Units [Member]

Schedule of Assumptions Used To Determine Fair Value

The following weighted average assumptions were used in determining the fair value of Common Series C-2 Unit grants made during the years ended December 31, 2020, 2019 and 2018:


	Year Ended December 31,
	2020			2019			2018
Grant date fair value	$	223.00		$	284.00		$	652.99
Dividend yield		0.0	%		0.0	%		0.0	%
Yield Test Probability		23.3	%		39.0	%		97.1	%
Cost of Equity Capital		11.8	%		11.1	%		12.3	%
Expected term (years)		1.0			2.0			3.0

Common Series D Units [Member]

Schedule of Assumptions Used To Determine Fair Value

The following assumptions were used in determining the fair value for the years ended December 31, 2020, 2019, and 2018:


	Year Ended December 31,
	2020			2019			2018
Grant date fair value	$	300.00		$	300.00		$	300.00
Dividend yield		0.0	%		0.0	%		0.0	%
Expected volatility		48.0	%		44.0	%		40.0	%
Risk-free interest rate		0.1	%		1.6	%		2.6	%
Lack of marketability discount		23.0	%		26.0	%		25.0	%
Expected term (years)		1.0			1.0			1.0

Restructuring Charges (Tables)

12 Months Ended

Dec. 31, 2020

Restructuring and Related Activities [Abstract]

Schedule Of Restructuring activity

The following table summarizes the Company’s restructuring activity:


	Severance			Facilities and Other Costs			Total Restructuring Charges
(In thousands)
Balance at January 1, 2018	$	13,257		$	—		$	13,257
Charges		7,901			4,564			12,465
Payments/utilization		(16,841	)		(1,862	)		(18,703	)
Foreign exchange translation effects		(867	)		(48	)		(915	)

Balance at December 31, 2018		3,450			2,654			6,104

Charges		2,271			3,114			5,385
Payments/utilization		(4,398	)		(4,476	)		(8,874	)

Balance at December 31, 2019	$	1,323		$	1,292		$	2,615

Charges		4,601			755			5,356
Payments/utilization		(5,380	)		(1,292	)		(6,672	)

Balance at December 31, 2020	$	544		$	755		$	1,299

Summary of the Company's restructuring changes by segment

The following table summarizes the Company’s restructuring charges by segment:


	Year Ended December 31,
(In thousands)	2020		2019		2018
Sales	$	2,451	$	2,928	$	6,663
Marketing		2,905		2,457		5,802

Total restructuring charges	$	5,356	$	5,385	$	12,465

Segments and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

Summary Of Revenue And Operating Income

The Company and its chief operating decision maker evaluate performance based on revenues and operating income.


(in thousands)	Sales			Marketing			Total
Year Ended December 31, 2020
Revenues	$	2,060,593		$	1,095,078		$	3,155,671
Depreciation and amortization	$	171,569		$	67,029		$	238,598
Operating income	$	63,305		$	3,701		$	67,006
Year Ended December 31, 2019
Revenues	$	1,954,705		$	1,830,358		$	3,785,063
Depreciation and amortization	$	161,563		$	71,010		$	232,573
Operating income	$	127,961		$	85,713		$	213,674
Year Ended December 31, 2018
Revenues	$	1,857,004		$	1,850,624		$	3,707,628
Depreciation and amortization	$	157,098		$	68,135		$	225,233
Operating loss	$	(1,072,702	)	$	(17,212	)	$	(1,089,914	)

Summary of Revenues and Long-lived Assets by Services Provided in Geographic Region

Revenues and long-lived assets by services provided in geographic region are as follows:


	Year Ended December 31,
(in thousands)	2020		2019		2018
Revenues
North America	$	2,791,282	$	3,324,019	$	3,257,937
International		363,433		461,044		449,691

Total revenues	$	3,154,715	$	3,785,063	$	3,707,628


	December 31,
(in thousands)	2020		2019
Long-Lived Assets
North America	$	72,722	$	107,940
International		7,294		6,750

Total long-lived assets	$	80,016	$	114,690

Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail)		1 Months Ended	3 Months Ended	5 Months Ended	8 Months Ended	9 Months Ended
	Jul. 22, 2019 USD ($) $ / shares	Jul. 22, 2019 USD ($) $ / shares shares	Sep. 30, 2019 USD ($) shares	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($) $ / shares shares	Sep. 30, 2020 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares	Apr. 27, 2020 USD ($)	Dec. 31, 2018 USD ($)
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, par value (in Dollars per share) \| $ / shares					$ 0.0001		$ 0.0001
Operating bank account					$ 184,224,000		$ 204,301,000		$ 141,590,000
Principal amount								$ 200,000,000
Class A Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, par value (in Dollars per share) \| $ / shares							$ 0.0001
Predecessor Company
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Description of business combination					The Company's sponsor is Conyers Park II Sponsor LLC, a Delaware limited liability company (the "Sponsor"). The registration statement for the Company's Initial Public Offering was declared effective on July 17, 2019. On July 22, 2019, the Company consummated its Initial Public Offering of 45,000,000 units (the "Units"), including 5,000,000 additional Units to cover over-allotments (the "Over-Allotment Units"), at $10.00 per Unit, which is discussed in Note 3, generating gross proceeds of $450 million, and incurring offering costs of approximately $25.36 million, inclusive of approximately $15.75 million in deferred underwriting commissions following the partial exercise of the underwriters' over-allotment option (Note 5).
Sale of price per share \| $ / shares	$ 10.00	$ 10.00				$ 10.00
Gross proceeds from issuance of common stock				$ 450,000,000	$ 450,000,000
Payments of stock issuance offering costs				587,474	$ 587,474
Sale of private placement warrants to sponsor \| shares			7,333,333		7,333,333
Gross proceeds		$ 450,000,000
Maturity period		$ 0			$ 0
Aggregate fair value market, percentage					80.00%
Aggregate public shares, percentage					15.00%	50.00%
Net tangible assets business combination						$ 5,000,001
Public Shares for a pro rata portion (in Dollars per share) \| $ / shares						$ 10.00
Initial public offering, description					(a) that would modify the substance or timing of the Company's obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or July 22, 2021, (the "Combination Period") or (b) which adversely affects the rights of holders of the Class A common stock, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
Working capital withdrawn value					$ 1,000,000	$ 1,000,000
Franchise taxes					100,000
Operating bank account			$ 1,223,868	1,223,868	951,060	514,982
Working capital					1,040,000	$ 3,921,932
Cash and marketable securities					$ 452,816,525
Liquidity, description					The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less up to $1,000,000 for working capital, taxes payable and deferred underwriting commissions) to complete its initial Business Combination. To the extent necessary, the Sponsors, members of the Company's management team or any of their respective affiliates or other third parties may but are not obligated to, loan the Company funds as may be required, up to $1,500,000. Such loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant.
Description of sale of stock		The registration statement for the Company’s Initial Public Offering was declared effective on July 17, 2019. On July 22, 2019, the Company consummated its Initial Public Offering of 45,000,000 units (the “Units”), including 5,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, which is discussed in Note 3, generating gross proceeds of $450 million, and incurring offering costs of approximately $25.36 million, inclusive of approximately $15.75 million in deferred underwriting commissions following the partial exercise of the underwriters’ over-allotment option (Note 5).
Aggregate fair value market, percentage						80.00%
Interest income						$ 5,275,531
Proceeds from private placement				$ 11,000,000	$ 11,000,000
Principal amount						$ 2,500,000,000
Predecessor Company \| Class A Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of price per share \| $ / shares					$ 12.00	$ 12.00
Common stock, par value (in Dollars per share) \| $ / shares					$ 0.0001	$ 0.0001
Net tangible assets business combination					$ 5,000,001
Public Shares for a pro rata portion (in Dollars per share) \| $ / shares					$ 10.00
Franchise taxes					$ 1,000,000
Cash and marketable securities					$ 3,600,000
Number of aggregate shares issued (in Shares)						203,750,000
Shares subject to forfeiture (in Shares) \| shares						5,000,000
Predecessor Company \| Senior Secured Credit Facility [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Principal amount						$ 2,100,000,000
Predecessor Company \| Asset Backed Revolving Credit Facility [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Principal amount						$ 400,000,000
Predecessor Company \| Trust Account [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of price per share \| $ / shares					$ 1.50
Cash and marketable securities					$ 1,500,000
Predecessor Company \| IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Initial public offering, shares \| shares		45,000,000
Sale of price per share \| $ / shares	10.00	$ 10.00
Gross proceeds from issuance of common stock		$ 450,000,000
Payments of stock issuance offering costs		25,360,000
Payments for commissions		15,750,000
Gross proceeds		$ 450,000,000
Sale of units in initial public offering, shares \| shares		45,000,000
Predecessor Company \| Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Initial public offering, shares \| shares		5,000,000
Sale of units in initial public offering, shares \| shares		5,000,000
Predecessor Company \| Private Placement [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of price per share \| $ / shares	$ 1.50	$ 1.50			$ 1.50	$ 1.50
Sale of private placement warrants to sponsor \| shares					7,333,333
Gross proceeds	$ 11,000,000	$ 11,000,000			$ 11,000,000
Aggregate public shares, percentage					50.00%
Predecessor Company \| Private Placement [Member] \| Class A Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of price per share \| $ / shares	$ 11.50	$ 11.50				$ 11.50
Predecessor Company \| Investor Subscription Agreements [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Initial public offering, shares \| shares						50,000,000
Proceeds from private placement						$ 500,000,000
Predecessor Company \| Sponsor Subscription Agreements [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Initial public offering, shares \| shares						20,000,000
Proceeds from private placement						$ 200,000,000

Organization and Significant Accounting Policies - Additional Information (Detail)			1 Months Ended		2 Months Ended	3 Months Ended				5 Months Ended	8 Months Ended	9 Months Ended	12 Months Ended
	Jan. 15, 2021 $ / shares shares	Apr. 01, 2018 USD ($)	May 31, 2020 USD ($)	May 31, 2019 $ / shares shares	Jun. 30, 2019 shares	Sep. 30, 2020 USD ($) $ / shares shares	Jun. 30, 2020 shares	Mar. 31, 2020 shares	Sep. 30, 2019 USD ($)	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($) $ / shares shares	Sep. 30, 2020 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) shares Reporting_unit $ / shares	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 USD ($)	Jul. 22, 2019 $ / shares
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Cash and cash equivalents											$ 184,224,000		$ 204,301,000	$ 184,224,000	$ 141,590,000
Net income (loss)													$ (162,443,000)	$ (21,172,000)	(1,157,332,000)
Common shares par value \| $ / shares											$ 0.0001		$ 0.0001	$ 0.0001
Common stock, shares issued \| shares											203,750,000		318,425,182	203,750,000
Shares of common stock outstanding \| shares											203,750,000		318,425,182	203,750,000
Total consideration		$ 81,600,000
Fair value of contingent consideration		4,600,000
Hold back liabilities		$ 800,000
Loss on fair value of assets acquired															79,200,000
Warranty amount			$ 7,700,000
Gains (losses) from foreign exchange rate changes													$ (2,100,000)	$ (2,900,000)	(4,400,000)
Maturity of cash and cash equivalents													Three months or less
Capitalized costs amortized													Five years
Measurement period after acquisition closing date													1 year
Number of reporting units \| Reporting_unit													2
Contract term													1 year
Remaining performance obligations contracts term													1 year
Deferred revenue											$ 33,200,000			33,200,000
Uncertain tax positions													$ 600,000	$ 600,000
Uncertain tax positions increase duration													12 months
Exercise price per share \| $ / shares													$ 0.01
Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Notice period for renewal or cancellation													30 days
Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Notice period for renewal or cancellation													120 days
Sales Unit [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage fair value of reporting unit											3.50%		8.30%	3.50%
Quantitative impairment recognized															652,000,000
Sales reporting unit written down															0
Sales Unit [Member] \| Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Indefinite lived intangible assets (excluding goodwill) fair value disclosure percentage														8.30%
Sales Unit [Member] \| Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Indefinite lived intangible assets (excluding goodwill) fair value disclosure percentage													13.30%
Marketing Unit [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage fair value of reporting unit													20.00%
Quantitative impairment recognized															0
Marketing Unit [Member] \| Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Indefinite lived intangible assets (excluding goodwill) fair value disclosure percentage														10.00%
Marketing Unit [Member] \| Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Indefinite lived intangible assets (excluding goodwill) fair value disclosure percentage													8.40%
Marketing [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Quantitative impairment recognized															$ 580,000,000
NASDAQ/NGS (GLOBAL SELECT MARKET) [Member] \| Warrant [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Price Per Share (In Dollars Per Share) \| $ / shares													$ 11.50
Conyers Park Merger Agreement
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Payments for merger related costs													$ 24,000,000
Cash received in merger													93,900,000
Transaction expenses													37,300,000
Conyers Park Merger Agreement \| General and Administrative Expense [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Transaction bonuses													39,800,000
Non cash share based compensation													$ 76,000,000
Subsequent Event \| Performance Shares [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of trading days	20 days
Number of consecutive trading days	30 days
Share based compensation by share based payment arangement equity instruments other than options vested \| shares	5,000,000
Subsequent Event \| Performance Shares [Member] \| Topco [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of trading days	20 days
Number of consecutive trading days	30 days
Common stock, shares issued \| shares	5,000,000
Vesting period	5 years
Share based compensation by share based payment arangement equity instruments other than options vested \| shares	5,000,000
Share price \| $ / shares	$ 12.00
Class A Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common shares par value \| $ / shares													$ 0.0001
Common stock, shares issued \| shares													318,425,182
Shares of common stock outstanding \| shares													318,425,182
Number of warrants to purchase \| shares													18,583,333
Exercise price per share \| $ / shares													$ 11.50
Class A Common Stock \| Advantage Sponsors or Affiliates [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Issuance of common stock to investor, shares \| shares													34,410,000
Class A Common Stock \| PIPE Investor [Member] \| Investor Subscription Agreements [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, shares issued \| shares													85,540,000
Proceeds from issuance of common stock													$ 855,400,000
Class A Common Stock \| Private Placement [Member] \| PIPE Investor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Price Per Share (In Dollars Per Share) \| $ / shares													$ 10.00
Issuance of common stock to investor, shares \| shares													51,130,000
Class A Common Stock \| CP Sponsor and the Advantage Sponsors
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of warrants to purchase \| shares													7,333,333
Class A Common Stock \| Reverse Recapitalization [Member] \| Topco [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of aggregate shares issued (in Shares) \| shares													203,750,000
Common shares par value \| $ / shares													$ 0.0001
Class A Common Stock \| Conyers Park Merger Agreement
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock redeemed \| shares													32,114,818
Redemption price per common share \| $ / shares													$ 10.06
Payment from Conyers													$ 323,100,000
Shares of common stock outstanding \| shares													12,885,182
Number of common shares held by stockholders \| shares													109,675,182
Class A Common Stock \| Subsequent Event \| Performance Shares [Member] \| Topco [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Issuance of common stock to investor, shares \| shares	5,000,000
Class B Common Stock \| Conyers Park Merger Agreement
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common shares par value \| $ / shares													$ 0.0001
Number of shares converted \| shares													11,250,000
Predecessor Company
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Federal deposit insurance											$ 250,000	$ 250,000
Cash and cash equivalents						$ 514,982			$ 1,223,868	$ 1,223,868	951,060	$ 514,982		$ 951,060
Net of applicable taxes available to be withdrawn from the Trust Account											3,600,000
Franchise taxes											100,000
Withdrawn from Trust Account for working capital											$ 279,580
Common stock subject to possible redemption, description											The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of approximately $3.6 million, less franchise taxes of $100,000, income taxes of $730,672 and working capital expense of $279,580 (up to $1,000,000) or $2,469,141 of Class A common stock shall be affected by charges against additional paid-in capital.
Company's Class A common stock in the calculation of diluted income per share \| shares												18,583,333
Marketable securities											$ 452,816,525			$ 452,816,525
Net income (loss)						$ (4,980,376)			$ 1,163,222	1,161,222	2,469,141	$ (4,061,354)
Price Per Share (In Dollars Per Share) \| $ / shares						$ 10.00						$ 10.00				$ 10.00
Proceeds from issuance of common stock										$ 450,000,000	$ 450,000,000
Exercise price per share \| $ / shares						0.01					$ 0.01	0.01		$ 0.01
Predecessor Company \| Private Placement [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Price Per Share (In Dollars Per Share) \| $ / shares						$ 1.50					$ 1.50	$ 1.50		$ 1.50		1.50
Predecessor Company \| Class A Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Franchise taxes											$ 1,000,000
Withdrawn from Trust Account for working capital											$ 279,580
Common stock shares redemption \| shares						42,907,031					43,313,166	42,907,031		43,313,166
Marketable securities											$ 3,600,000			$ 3,600,000
Applicable taxes											$ 830,672
Number of aggregate shares issued (in Shares)						203,750,000						203,750,000
Common shares par value \| $ / shares						$ 0.0001					$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares issued \| shares						2,092,969					1,686,834	2,092,969		1,686,834
Price Per Share (In Dollars Per Share) \| $ / shares						$ 12.00					$ 12.00	$ 12.00		$ 12.00
Common stock redeemed \| shares							1,763	90,139			43,313,166
Shares of common stock outstanding \| shares						2,092,969					1,686,834	2,092,969		1,686,834
Exercise price per share \| $ / shares											$ 0.10			$ 0.10
Predecessor Company \| Class A Common Stock \| Initial Public Offering And Private Placement [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Company's Class A common stock in the calculation of diluted income per share \| shares											18,583,333
Predecessor Company \| Class A Common Stock \| Private Placement [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Price Per Share (In Dollars Per Share) \| $ / shares						$ 11.50						$ 11.50				$ 11.50
Predecessor Company \| Class B Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common shares par value \| $ / shares				$ 0.0001		$ 0.0001					$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares issued \| shares						11,250,000					11,250,000	11,250,000		11,250,000
Issuance of common stock to investor, shares \| shares				11,500,000	11,500,000						11,500,000
Shares of common stock outstanding \| shares						11,250,000					11,250,000	11,250,000		11,250,000

Initial Public Offering (Detail) - Predecessor Company - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended
	Jul. 22, 2019	Sep. 30, 2020
Initial Public Offering [Line Items]
Sale of price per share (in Dollars per share)	$ 10.00	$ 10.00
Gross proceeds	$ 450,000
IPO [Member]
Initial Public Offering [Line Items]
Sale of price per share (in Dollars per share)	$ 10.00
Initial offering description	Each Unit consists of one share of Class A common stock and one-fourth of one redeemable warrant (each, a "Public Warrant"). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).
Gross proceeds	$ 450,000
Incurring offering costs	25,360
Deferred underwriting commissions	$ 15,750
Sale of units in initial public offering, shares	45,000,000
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Sale of units in initial public offering, shares	5,000,000

Related Party Transactions - Additional Information (Detail) - USD ($)		1 Months Ended		2 Months Ended	3 Months Ended	5 Months Ended	8 Months Ended	9 Months Ended	12 Months Ended
	Jul. 22, 2019	Jul. 22, 2019	May 31, 2019	Jun. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Sep. 03, 2019
Common Stock, Par or Stated Value Per Share (in Dollars per share)							$ 0.0001		$ 0.0001	$ 0.0001
Common stock, shares outstanding							203,750,000		318,425,182	203,750,000
Management fee to affiliate									$ 1,400,000	$ 5,500,000	$ 5,500,000
Revenue from Related Parties									3,900,000	41,800,000	43,000,000
Accounts receivable							$ 7,000,000		0	7,000,000
Loans									2,153,618,000
Topco [Member] \| 2014 Topco Acquisition [Member] \| New Intercompany Loan Agreement [Member]
Debt Instrument, Face Amount									$ 6,000,000
Debt Instrument, Interest Rate, Stated Percentage									6.00%
Debt instrument, maturity date									Dec. 31, 2023
Board of Directors Chairman [Member]
Revenue from Related Parties									$ 16,400,000	5,400,000
Accounts receivable							100,000		0	100,000
Board of Directors Chairman [Member] \| Topco [Member]
Revenue from Related Parties									200,000
Accounts receivable									100,000
Majority-Owned Subsidiary, Unconsolidated
Revenue from Related Parties									19,600,000	21,900,000	$ 23,500,000
Accounts receivable							2,200,000		2,200,000	2,200,000
New Term Loan Facility [Member]
Loans									$ 11,300,000
First Lien Term Loan
Loans							100,200,000			100,200,000
Second Lien Term Loan
Loans							$ 31,100,000			31,100,000
Class A Common Stock
Common Stock, Par or Stated Value Per Share (in Dollars per share)									$ 0.0001
Common stock, shares outstanding									318,425,182
Predecessor Company
Price per share	$ 10.00	$ 10.00			$ 10.00			$ 10.00
Gross proceeds		$ 450,000,000
Description of related party transaction							The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under any Working Capital Loan.	The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under any Working Capital Loan.
Accounts payable - related party						$ 52,256	$ 127,912	$ 120,116
Administrative support, description							The amount of $67,912 and $60,000 payable under the administrative support agreement. These borrowings are non-interest bearing, unsecured and due on demand.
Expired and the Sponsor forfeited (in Shares)												250,000
Accounts payable					$ 1,500,000			1,500,000
Predecessor Company \| Promissory Note [Member]
Debt Instrument, Face Amount					$ 300,000		$ 300,000	$ 300,000		$ 300,000
Predecessor Company \| Over-Allotment Option [Member]
Issuance of common stock to sponsor, Shares		5,000,000
Predecessor Company \| Private Placement [Member]
Deferred Offering Costs	$ 7,333,333	$ 7,333,333
Price per share	$ 1.50	$ 1.50			$ 1.50		$ 1.50	$ 1.50		$ 1.50
Gross proceeds	$ 11,000,000	$ 11,000,000					$ 11,000,000
Predecessor Company \| CP Sponsor and the Advantage Sponsors
Issuance of common stock to sponsor, Shares			25,000
Predecessor Company \| CP Sponsor and the Advantage Sponsors \| Promissory Note [Member]
Repayment balance		$ 141,636
Predecessor Company \| Administrative Support Agreement [Member]
Accounts payable					$ 150,000		60,000	$ 150,000		$ 60,000
Predecessor Company \| Administrative Support Agreement [Member] \| CP Sponsor and the Advantage Sponsors
Fee for office space utilities and secretarial and administrative support (monthly)							10,000	10,000
Utilities Operating Expense, Other					$ 30,000		$ 60,000	$ 90,000
Predecessor Company \| Class B Common Stock
Issuance of common stock to sponsor, Shares			11,500,000	11,500,000			11,500,000
Common Stock, Par or Stated Value Per Share (in Dollars per share)			$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares outstanding					11,250,000		11,250,000	11,250,000		11,250,000
Predecessor Company \| Founder Shares [Member]
Forfeiture of shares							1,500,000	1,500,000
Business Acquisition, Percentage of Voting Interests Acquired					20.00%		20.00%	20.00%		20.00%
Predecessor Company \| Founder Shares [Member] \| Over-Allotment Option [Member]
Forfeiture of shares		250,000
Predecessor Company \| Founder Shares [Member] \| CP Sponsor and the Advantage Sponsors
Deferred Offering Costs			$ 25,000				$ 25,000			$ 25,000
Expired and the Sponsor forfeited (in Shares)			25,000
Predecessor Company \| Class A Common Stock
Common Stock, Par or Stated Value Per Share (in Dollars per share)					$ 0.0001		$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares outstanding					2,092,969		1,686,834	2,092,969		1,686,834
Price per share					$ 12.00		$ 12.00	$ 12.00		$ 12.00
Predecessor Company \| Class A Common Stock \| Private Placement [Member]
Price per share	$ 11.50	$ 11.50			$ 11.50			$ 11.50

Commitments and Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	8 Months Ended	9 Months Ended
	Dec. 31, 2019	Sep. 30, 2020	Dec. 31, 2020
Commitments and Contingencies [Line Items]
Surety bonds outstanding			$ 2,153,618
Surety Bond [Member]
Commitments and Contingencies [Line Items]
Surety bonds outstanding	$ 7,500	$ 500
Predecessor Company
Commitments and Contingencies [Line Items]
Underwriting discount, description		The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 6,000,000 Over-Allotment Units to cover over-allotments, if any, at the Initial Public Offering price less underwriting discounts and commissions. On July 22, 2019, the underwriters partially exercised their over-allotment option for 5,000,000 Over-Allotment Units.
Over-allotment option, description		The underwriters were entitled to underwriting discounts of $0.20 per unit, or $9.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $15.75 million in the aggregate will be payable to the underwriters for deferred underwriting commissions.
Underwriting discount (per unit)		$ 0.20
Predecessor Company \| IPO [Member]
Commitments and Contingencies [Line Items]
Underwriting discount, description	The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 6,000,000 Over-Allotment Units to cover over-allotments, if any, at the Initial Public Offering price less underwriting discounts and commissions. On July 22, 2019, the underwriters partially exercised their over-allotment option for 5,000,000 Over-Allotment Units.
Over-allotment option, description	The underwriters were entitled to underwriting discounts of $0.20 per unit, or $9.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $15.75 million in the aggregate will be payable to the underwriters for deferred underwriting commissions.
Underwriting discount (per unit)	$ 0.20

Stockholders' Equity - Additional Information (Detail) - $ / shares	8 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2019	Sep. 30, 2020	Dec. 31, 2020	May 31, 2019
Stockholders Equity Note [Line Items]
Common shares par value	$ 0.0001		$ 0.0001
Common stock, shares authorized	3,290,000,000		3,290,000,000
Common stock, shares issued	203,750,000		318,425,182
Common stock, shares outstanding	203,750,000		318,425,182
Preferred stock, par value	$ 0		$ 0
Preferred stock, shares authorized	10,000,000		10,000,000
Preferred stock, shares issued	0		0
Preferred stock, shares outstanding	0		0
Warrant price per share			$ 0.01
Description of common stock			if, and only if, the last reported closing price of the common stock equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within a 30-tradingday period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Class A Common Stock
Stockholders Equity Note [Line Items]
Common shares par value			$ 0.0001
Common stock, shares authorized			3,920,000,000
Common stock, shares issued			318,425,182
Common stock, shares outstanding			318,425,182
Warrant price per share			$ 11.50
Description of common stock			if, and only if, the last reported closing price of the common stock equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day prior to the date on which the Company sends notice of redemption to the warrant holders;
Predecessor Company
Stockholders Equity Note [Line Items]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Warrant price per share	$ 0.01	$ 0.01
Description of warrant redemption		at $0.10 per warrant upon a minimum of 30 days' prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the "fair market value" of the Class A common stock (the "fair market value" of the Class A common stock shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants);
Stock split, description	If, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and	If, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and
Description of common stock	If, and only if, there is an effective registration statement covering the Class A common stock issuable upon exercise of the warrants (or such other security as the warrants may be exercisable for at the time of redemption) and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given, or an exemption from registration is available.	If, and only if, there is an effective registration statement covering the Class A common stock issuable upon exercise of the warrants (or such other security as the warrants may be exercisable for at the time of redemption) and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given, or an exemption from registration is available.
Warrant expires		5 years
Predecessor Company \| Class A Common Stock
Stockholders Equity Note [Line Items]
Common shares par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	1,686,834	2,092,969
Common stock, shares outstanding	1,686,834	2,092,969
Common stock subject to possible redemption	43,313,166	42,907,031
Warrant price per share	$ 0.10
Description of warrant redemption	At $0.10 per warrant upon a minimum of 30 days' prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the "fair market value" of the Class A common stock (the "fair market value" of the Class A common stock shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants).
Predecessor Company \| Class A Common Stock \| Common Stock Including Stocks Subject to Possible Redemption
Stockholders Equity Note [Line Items]
Common stock, shares issued	45,000,000	45,000,000
Common stock, shares outstanding	45,000,000	45,000,000
Predecessor Company \| Class B Common Stock
Stockholders Equity Note [Line Items]
Common shares par value	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	11,250,000	11,250,000
Common stock, shares outstanding	11,250,000	11,250,000
Aggregate on converted percentage		20.00%

Fair Value of Financial Instruments - Summary of Financial Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($)	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019
Predecessor Company
Assets measured at fair value
Marketable securities held in Trust Account		$ 453,742,245	$ 452,816,525
Fair Value, Recurring [Member]
Assets measured at fair value
Assets measured at fair value	$ 206,125,000		190,344,000
Liabilities measured at fair value
Liabilities measured at fair value	47,783,000		50,926,000
Fair Value, Recurring [Member] \| Derivative Financial Instruments, Liabilities [Member]
Liabilities measured at fair value
Liabilities measured at fair value	1,882,000		3,277,000
Fair Value, Recurring [Member] \| Contingent Consideration Liabilities [Member]
Liabilities measured at fair value
Liabilities measured at fair value	45,901,000		47,649,000
Fair Value, Recurring [Member] \| Quoted Prices in Active Markets (Level 1) [Member]
Assets measured at fair value
Assets measured at fair value	204,301,000		184,224,000
Fair Value, Recurring [Member] \| Quoted Prices in Active Markets (Level 1) [Member] \| Predecessor Company
Assets measured at fair value
Marketable securities held in Trust Account		453,742,245	452,816,525
Assets measured at fair value		$ 453,742,245	452,816,525
Fair Value, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Assets measured at fair value
Assets measured at fair value	1,824,000
Liabilities measured at fair value
Liabilities measured at fair value	1,882,000		3,277,000
Fair Value, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member] \| Derivative Financial Instruments, Liabilities [Member]
Liabilities measured at fair value
Liabilities measured at fair value	1,882,000		3,277,000
Fair Value, Recurring [Member] \| Significant Other Unobservable Inputs (Level 3) [Member]
Assets measured at fair value
Assets measured at fair value			6,120,000
Liabilities measured at fair value
Liabilities measured at fair value	45,901,000		47,649,000
Fair Value, Recurring [Member] \| Significant Other Unobservable Inputs (Level 3) [Member] \| Contingent Consideration Liabilities [Member]
Liabilities measured at fair value
Liabilities measured at fair value	45,901,000		47,649,000
Fair Value, Recurring [Member] \| Cash and Cash Equivalents [Member]
Assets measured at fair value
Assets measured at fair value	204,301,000		184,224,000
Fair Value, Recurring [Member] \| Cash and Cash Equivalents [Member] \| Quoted Prices in Active Markets (Level 1) [Member]
Assets measured at fair value
Assets measured at fair value	204,301,000		184,224,000
Fair Value, Recurring [Member] \| Contingent Consideration Receivable [Member]
Assets measured at fair value
Assets measured at fair value			6,120,000
Fair Value, Recurring [Member] \| Contingent Consideration Receivable [Member] \| Significant Other Unobservable Inputs (Level 3) [Member]
Assets measured at fair value
Assets measured at fair value			$ 6,120,000
Fair Value, Recurring [Member] \| Derivative Financial Instruments [Member]
Assets measured at fair value
Assets measured at fair value	1,824,000
Fair Value, Recurring [Member] \| Derivative Financial Instruments [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Assets measured at fair value
Assets measured at fair value	$ 1,824,000

Income Tax - Schedule of provision for income tax (Detail) - USD ($)	3 Months Ended		5 Months Ended	8 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2019	Dec. 31, 2019	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Current tax (benefit) expense
Federal						$ (9,106,000)	$ 45,874,000	$ 21,399,000
State						4,710,000	11,311,000	11,742,000
Foreign						13,422,000	12,231,000	12,140,000
Total current tax expense						9,026,000	69,416,000	45,281,000
Deferred tax (benefit) expense
Federal						(6,501,000)	(53,314,000)	(164,208,000)
State						868,000	(11,055,000)	(48,653,000)
Foreign						(8,724,000)	(3,694,000)	(754,000)
Income tax expense						(14,357,000)	(68,063,000)	(213,615,000)
Total (benefit from) provision for income taxes						$ (5,331,000)	$ 1,353,000	$ (168,334,000)
Predecessor Company
Current tax (benefit) expense
Federal				$ 730,672
Deferred tax (benefit) expense
Federal				58,712
Change in valuation allowance				(58,712)
Income tax expense				730,672
Total (benefit from) provision for income taxes	$ (3,269)	$ 345,918	$ 345,918	$ 730,672	$ 326,633

Income Tax - Schedule of net deferred tax assets (Detail) - USD ($)	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019
Deferred tax asset:
Accrued liabilities	$ 77,599,000		$ 70,420,000
Interest expense	20,851,000		49,586,000
Social security tax deferral	12,656,000
Net operating losses	10,557,000		7,671,000
Right-of-use liabilities	11,996,000		26,648,000
Transaction expenses	8,643,000		5,325,000
Debt issuance costs	6,422,000		973,000
Acquired intangibles, including goodwill	2,205,000		2,292,000
Insurance reserves	2,262,000		2,403,000
Other	4,755,000		6,158,000
Total deferred tax assets	157,946,000		171,476,000
Valuation allowance	(6,706,000)		(5,570,000)
Noncurrent deferred tax asset	2,188,000		227,000
Deferred tax liabilities
Acquired intangibles including goodwill	618,697,000		636,245,000
Right-of-use assets	7,890,000		20,294,000
Restructuring expenses	4,977,000		6,857,000
Depreciation	2,464,000		1,617,000
Unrealized transactions			990,000
Other	6,266,000		6,038,000
Total deferred tax liabilities	640,294,000		672,041,000
Noncurrent deferred tax liability	491,242,000		506,362,000
Less: deferred income tax asset valuation allowances	(6,706,000)		(5,570,000)
Net deferred tax liabilities	$ 489,054,000		506,135,000
Predecessor Company
Deferred tax asset:
Startup / organizational costs			58,712
Total deferred tax assets			58,712
Valuation allowance		$ (1,170,000)	(58,712)
Deferred tax asset, net of allowance			0
Deferred tax liabilities
Less: deferred income tax asset valuation allowances		$ (1,170,000)	$ (58,712)

Income Tax - Schedule of effective tax rate (Detail)	8 Months Ended	12 Months Ended
Income Tax - Schedule of effective tax rate (Detail)	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Effective tax rate reconciliation
Statutory federal income tax rate		21.00%	21.00%	21.00%
State tax, net of federal tax benefit		(2.60%)	(1.10%)	2.20%
Foreign tax, net of federal tax benefit		1.10%	(17.40%)	(0.40%)
Goodwill impairment				(10.40%)
Global Intangible Low Taxed Income			(8.30%)	(0.20%)
Transaction expenses		(0.10%)	(5.40%)	(0.10%)
Disallowed Executive Compensation		(3.40%)
Equity-based compensation		(11.20%)	(1.50%)	0.20%
Meals and entertainment		(0.70%)	(11.10%)	(0.20%)
Contingent consideration fair value adjustment		(1.40%)	7.10%	0.70%
Non-deductible expenses		(0.40%)	(4.60%)
Return to provision on permanent differences		0.10%	8.20%	0.10%
Work opportunity tax credit		0.50%	3.30%
Research and development credit		0.30%	4.00%
Other			(1.60%)	(0.10%)
Effective income tax rate		3.20%	(7.40%)	12.80%
Predecessor Company
Effective tax rate reconciliation
Statutory federal income tax rate	21.00%
State tax, net of federal tax benefit	0.00%
Change in valuation allowance	1.80%
Effective income tax rate	22.80%

Summary of Significant Accounting Policies (Details) (Detail) - USD ($)	3 Months Ended		5 Months Ended	8 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2019	Dec. 31, 2019	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Cash and cash equivalents				$ 184,224,000		$ 204,301,000	$ 184,224,000	$ 141,590,000
Income tax full valuation allowance recorded				5,570,000		6,706,000	5,570,000
Income tax benefit / (expense)						$ (5,331,000)	1,353,000	$ (168,334,000)
Predecessor Company
Federal deposit insurance				250,000	$ 250,000
Cash and cash equivalents	$ 514,982	$ 1,223,868	$ 1,223,868	951,060	$ 514,982		951,060
Company's class a common stock in the calculation of diluted income per share (in Shares)					18,583,333
Deferred tax assets, net	1,170,000			59,000	$ 1,170,000		59,000
Income tax full valuation allowance recorded	1,170,000			58,712	1,170,000		$ 58,712
Income tax benefit / (expense)	$ (3,269)	$ 345,918	$ 345,918	$ 730,672	$ 326,633
Predecessor Company \| Class A Common Stock
Common stock subject to possible redemption (in Shares)	42,907,031			43,313,166	42,907,031		43,313,166

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

Subsequent Events - Additional Information (Detail)		1 Months Ended		2 Months Ended	9 Months Ended	12 Months Ended
Subsequent Events - Additional Information (Detail)	Jan. 15, 2021 $ / shares shares	Jan. 31, 2021 shares	Dec. 31, 2020 USD ($) Acquisitions	Feb. 28, 2021 shares	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Subsequent Event [Line Items]
Number of Business Acquisitions \| Acquisitions			2
Aggregate cash paid for acquisitions \| $			$ 17,000,000			$ 68,057,000	$ 10,582,000	$ 186,014,000
Contingent consideration \| $			286,200,000			286,200,000
Contingent consideration, hold back \| $			1,400,000			1,400,000
Subsequent Event
Subsequent Event [Line Items]
Contingent consideration \| $			$ 14,200,000			$ 14,200,000
Restricted stock shares granted during the period				1,703,663
Subsequent Event \| One Lakh And Twenty Thousand Shares Tranche [Member]
Subsequent Event [Line Items]
Restricted stock shares granted during the period				125,000
Subsequent Event \| Restricted Stock Units (RSUs) [Member] \| Class A Common Stock
Subsequent Event [Line Items]
Share based compensation by share based payment arrangement vesting term		1 year
Share based compensation by share based payment arrangement equity instrument other than options granted during the period		10,356
Subsequent Event \| Performance Shares [Member]
Subsequent Event [Line Items]
Share based compensation by share based payment arangement equity instruments other than options vested	5,000,000
Number of trading days	20 days
Number of consecutive trading days	30 days
Subsequent Event \| Performance Shares [Member] \| Topco [Member]
Subsequent Event [Line Items]
Share based compensation by share based payment arrangement vesting term	5 years
Share based compensation by share based payment arangement equity instruments other than options vested	5,000,000
Share price \| $ / shares	$ 12.00
Number of trading days	20 days
Number of consecutive trading days	30 days
Subsequent Event \| Incentive Award Plan 2020 [Member]
Subsequent Event [Line Items]
Share based compensation by share based payment arrangement number of shares authorized				2,557,188
Share based compensation by share based payment arrangement vesting term				3 years
Subsequent Event \| Incentive Award Plan 2020 [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Vesting percentage				0.00%
Subsequent Event \| Incentive Award Plan 2020 [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Vesting percentage				150.00%
Predecessor Company
Subsequent Event [Line Items]
Interest earned funds held in trust account \| $					$ 1,000,000

Organization and Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 204,301	$ 184,224	$ 141,590
Restricted cash	15,665	14,801	2,929
Total cash, cash equivalents and restricted cash	$ 219,966	$ 199,025	$ 144,519	$ 188,622

Organization and Significant Accounting Policies - Schedule of Estimated Useful Lives (Detail)	12 Months Ended
	Dec. 31, 2020
Minimum [Member] \| Leasehold Improvements
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Minimum [Member] \| Furniture, fixtures, and other
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Minimum [Member] \| Computer hardware and other equipment
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Minimum [Member] \| Software
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Maximum [Member] \| Leasehold Improvements
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years
Maximum [Member] \| Furniture, fixtures, and other
Property, Plant and Equipment [Line Items]
Estimated useful life	7 years
Maximum [Member] \| Computer hardware and other equipment
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Maximum [Member] \| Software
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years

Organization and Significant Accounting Policies - Schedule of Disaggregates Revenues From Contracts (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Total revenues	$ 3,155,671	$ 3,785,063	$ 3,707,628
Sales Revenues [Member]
Total revenues	2,060,593	1,954,705	1,857,004
Sales Revenues [Member] \| Sales brand-centric services [Member]
Total revenues	1,204,240	1,209,480	1,177,989
Sales Revenues [Member] \| Sales Retail Services
Total revenues	856,353	745,225	679,015
Marketing [Member]
Total revenues	1,095,078	1,830,358	1,850,624
Marketing [Member] \| Marketing brand-centric services [Member]
Total revenues	429,200	474,928	424,373
Marketing [Member] \| Marketing Retail Services
Total revenues	$ 665,878	$ 1,355,430	$ 1,426,251

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Organization and Significant Accounting Policies - Schedule of Reconciliation of Basic and Diluted Net Loss Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Earnings Per Share Reconciliation [Abstract]
Net loss attributable to stockholders of Advantage Solutions Inc.	$ (162,443)	$ (21,172)	$ (1,157,332)
Weighted-average number of common shares	223,227,833	203,750,000	203,750,000
Basic and diluted net loss per common share	$ (0.73)	$ (0.10)	$ (5.68)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22658-107794

Acquisitions - Additional Information (Detail) $ in Thousands		1 Months Ended	12 Months Ended
	Apr. 01, 2018 USD ($)	Dec. 31, 2020 USD ($) Acquisitions	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($) Business	Dec. 31, 2018 USD ($) Business
Business Acquisition [Line Items]
Number of acquired businesses \| Acquisitions		2
Purchase price	$ 81,600
Contingent consideration		$ 45,901	$ 45,901	$ 47,649	$ 85,977
Business acquisition, maximum contingent consideration		286,200	286,200
Business Acquisition, Current Net Loss before Income Taxes					$ 79,200
Acquisitions In 2019 [Member]
Business Acquisition [Line Items]
Number of acquired businesses \| Business				4
Purchase price				$ 14,016
Cash paid for business acquisition				10,582
Contingent consideration				2,500
Business acquisition, maximum contingent consideration				10,700
Business Acquisition, Goodwill, Expected Tax Deductible Amount				300
Business combination, holdback amount				900
Business Acquisition, Current Revenues of Acquiree				17,300
Business Acquisition, transaction costs incurred				$ 400
Acquisitions In 2018
Business Acquisition [Line Items]
Number of acquired businesses \| Business					9
Purchase price					$ 129,800
Cash paid for business acquisition					109,800
Contingent consideration					18,700
Business acquisition, maximum contingent consideration					127,000
Business Acquisition, Goodwill, Expected Tax Deductible Amount					45,100
Business combination, holdback amount					1,400
Business Acquisition, Current Revenues of Acquiree					29,600
Business Acquisition, transaction costs incurred					2,100
Business Acquisition, Current Net Loss before Income Taxes					79,200
Contingent consideration					3,000
Acquisitions In 2018 \| Take 5 Acquisition [Member]
Business Acquisition [Line Items]
Cash paid for business acquisition					$ 76,200
2020 Acquisitions
Business Acquisition [Line Items]
Number of acquired businesses \| Business				5
Purchase price			88,083
Cash paid for business acquisition			68,057
Contingent consideration		14,800	14,800
Business combination holdback consideration payable		5,300	5,300
Business acquisition, maximum contingent consideration		53,000	$ 53,000
Period of settlement of holdback consideration			24 months
Business Acquisition, Goodwill, Expected Tax Deductible Amount		$ 26,700	$ 26,700
Business combination revenue of the acquiree since acquisition date			64,300
Business combination transaction costs incurred and recognised in the income statement			$ 200
UNITED STATES \| Acquisitions In 2019 [Member] \| Sales Revenues [Member]
Business Acquisition [Line Items]
Number of acquired businesses \| Business				2
UNITED STATES \| Acquisitions In 2018 \| Sales Revenues [Member]
Business Acquisition [Line Items]
Number of acquired businesses \| Business					4
UNITED STATES \| Acquisitions In 2018 \| Marketing Agencies
Business Acquisition [Line Items]
Number of acquired businesses \| Business					5
UNITED STATES \| 2020 Acquisitions \| Sales Revenues [Member]
Business Acquisition [Line Items]
Number of acquired businesses \| Business				3
UNITED STATES \| 2020 Acquisitions \| Marketing Agencies
Business Acquisition [Line Items]
Number of acquired businesses \| Business				2
Europe [Member] \| Acquisitions In 2019 [Member] \| Marketing Agencies
Business Acquisition [Line Items]
Number of acquired businesses \| Business				2

Acquisitions - Schedule of Fair Values of Identifiable Assets and Liabilities of Acquisitions (Detail) - USD ($) $ in Thousands		12 Months Ended
	Apr. 01, 2018	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Consideration:
Fair value of contingent consideration	$ 800
Total consideration	$ 81,600
Liabilities
Goodwill arising from acquisitions		$ 2,163,339	$ 2,116,696	$ 2,106,367
2020 Acquisitions
Consideration:
Cash		68,057
Holdbacks		5,260
Fair value of contingent consideration		14,766
Total consideration		88,083
Assets
Accounts receivable		3,542
Other assets		2,936
Property and equipment		321
Identifiable intangible assets		42,460
Total assets		49,259
Liabilities
Total liabilities		4,569
Total identifiable net assets		44,690
Goodwill arising from acquisitions		43,393
Total identifiable intangible assets		42,460
2020 Acquisitions \| Customer Relationships [Member]
Assets
Identifiable intangible assets		$ 42,460
Weighted Average Useful Life		6 years
Liabilities
Total identifiable intangible assets		$ 42,460
Acquisitions In 2019 [Member]
Consideration:
Cash			10,582
Holdbacks			915
Fair value of contingent consideration			2,519
Total consideration			14,016
Assets
Accounts receivable			6,853
Other assets			1,390
Identifiable intangible assets			10,400
Total assets			18,643
Liabilities
Accounts payable			2,138
Accrued compensation and benefits			2,478
Deferred revenue			1,258
Long-term debt			1,009
Deferred income tax liabilities			2,334
Noncontrolling interest and other liabilities			2,761
Total liabilities			11,978
Total identifiable net assets			6,665
Goodwill arising from acquisitions			7,351
Total identifiable intangible assets			10,400
Acquisitions In 2019 [Member] \| Customer Relationships [Member]
Assets
Identifiable intangible assets			$ 7,562
Weighted Average Useful Life			10 years
Liabilities
Total identifiable intangible assets			$ 7,562
Acquisitions In 2019 [Member] \| Trade Names [Member]
Assets
Identifiable intangible assets			$ 2,838
Weighted Average Useful Life			5 years
Liabilities
Total identifiable intangible assets			$ 2,838

Acquisitions - Schedule of Supplemental Information on an Unaudited Pro Forma Basis (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Business Combinations [Abstract]
Total revenues	$ 3,181,224	$ 3,869,643	$ 3,772,569
Net loss attributable to stockholders of Advantage Solutions Inc.	$ (156,145)	$ (12,696)	$ (1,152,738)
Basic and diluted net loss per common share	$ (0.70)	$ (0.06)	$ (5.66)

Goodwill and Intangible Assets - Schedule of Changes in Goodwill (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Goodwill [Line Items]
Gross carrying amount as of December 31, 2018		$ 2,768,696	$ 2,758,367
Accumulated impairment charge(1)		(652,000)	(652,000)
Balance at December 31, 2018	$ 2,116,696	2,106,367
Acquisitions	43,393	7,351
Foreign exchange translation effects	3,250	852
Foreign exchange translation effects		2,126
Balance at December 31, 2019	2,163,339	2,116,696	2,106,367
Sales [Member]
Goodwill [Line Items]
Gross carrying amount as of December 31, 2018		2,090,340	2,085,684
Accumulated impairment charge(1)		(652,000)	(652,000)
Balance at December 31, 2018	1,438,340	1,433,684
Acquisitions	20,788	2,948
Foreign exchange translation effects	3,250	(418)
Foreign exchange translation effects		2,126
Balance at December 31, 2019	1,462,378	1,438,340	1,433,684
Marketing [Member]
Goodwill [Line Items]
Gross carrying amount as of December 31, 2018		678,356	672,683
Balance at December 31, 2018	678,356	672,683
Acquisitions	22,605	4,403
Foreign exchange translation effects		1,270
Balance at December 31, 2019	$ 700,961	$ 678,356	$ 672,683

Goodwill and Intangible Assets - Schedule of Changes in Goodwill (Parenthetical) (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2018 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill Impairment	$ 652

Goodwill and Intangible Assets - Schedule of Finite-Lived and Indefinite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Gross carrying	$ 4,085,840	$ 4,037,677
Finite-lived intangible assets, gross carrying	2,605,840	2,557,677
Accumulated amortization	1,053,044	857,081
Accumulated impairment charge	(580,000)	580,000
Finite-lived intangible assets, Net Carrying Value	1,552,796	1,700,596
Net carrying value	$ 2,452,796	$ 2,600,596
Client Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life	14 years	14 years
Finite-lived intangible assets, gross carrying	$ 2,455,360	$ 2,408,573
Accumulated amortization	977,140	798,153
Finite-lived intangible assets, Net Carrying Value	$ 1,478,220	$ 1,610,420
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life	8 years	8 years
Finite-lived intangible assets, gross carrying	$ 134,220	$ 132,844
Accumulated amortization	66,209	52,485
Finite-lived intangible assets, Net Carrying Value	$ 68,011	$ 80,359
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life	5 years	5 years
Finite-lived intangible assets, gross carrying	$ 10,160	$ 10,160
Accumulated amortization	5,989	3,957
Finite-lived intangible assets, Net Carrying Value	$ 4,171	$ 6,203
Covenant Not To Compete [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life	5 years	5 years
Finite-lived intangible assets, gross carrying	$ 6,100	$ 6,100
Accumulated amortization	3,706	2,486
Finite-lived intangible assets, Net Carrying Value	2,394	3,614
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible, gross carrying	1,480,000	1,480,000
Indefinite-lived intangible, accumulated amortization	0	0
Indefinite-lived intangible, accumulated impairment Charge	580,000	580,000
Indefinite-lived intangible, net carrying value	$ 900,000	$ 900,000

Goodwill and Intangibles - Schedule of Future Amortization Expenses (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
2021	$ 195,704
2022	193,094
2023	189,512
2024	188,549
2025	183,401
Thereafter	602,536
Total amortization expense	$ 1,552,796	$ 1,700,596

Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets	$ 42.5	$ 10.4
Amortization expense related to intangible assets	191.2	189.9	$ 188.8
Assets impairment charge	$ 0.0	$ 0.0	$ 580.0

Prepaid and Other Assets - Schedule of prepaid and other current assets (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Prepaid Expense and Other Assets [Abstract]
Inventory	$ 44,185	$ 25,163
Prepaid expenses	31,792	25,136
Taxes	11,006	326
Miscellaneous receivables	9,244	9,500
Interest rate cap	1,824
Workers' compensation receivables	881	1,109
Other current assets	6,711	8,186
Total prepaid expenses and other current assets	$ 105,643	$ 69,420

Prepaid and Other Assets - Schedule of other Noncurrent assets (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Operating lease right-of-use assets	$ 41,800
Total other assets	65,966	$ 116,547
Other Noncurrent Assets [Member]
Operating lease right-of-use assets	49,773	93,924
Deposits	6,986	8,364
Contingent consideration receivable		6,120
Workers' compensation receivable	4,400	5,583
Other long-term assets	4,807	2,556
Total other assets	$ 65,966	$ 116,547

Property and Equipment - Schedule of property and equipment (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 224,998	$ 286,515
Less: accumulated depreciation	(144,982)	(171,825)
Total property and equipment, net	80,016	114,690
Software
Property, Plant and Equipment [Line Items]
Total property and equipment	106,250	126,796
Computer hardware and other equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	69,428	76,558
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	32,584	54,293
Furniture, fixtures, and other
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 16,736	$ 28,868

Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 45,100	$ 42,700	$ 36,400
Company recognized loss related to disposal of assets	$ (21,091)

Other Liabilities - Schedule Of Other Accrued Expenses (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Other Liabilities [Abstract]
Interest rate cap and accrued interest payable	$ 25,266	$ 1,520
Operating lease liability	20,894	34,072
Rebates due to retailers	11,246	6,979
Contingent consideration	10,733	24,502
Client deposits	10,706	8,674
Client refunds related to the Take 5 Matter	9,417	14,946
Employee insurance reserves	8,759	9,418
Taxes	6,602	6,342
Holdbacks	5,764	2,630
Note payable related to contingent consideration	4,048	9,385
Restructuring charges	1,344	2,615
Other accrued expenses	6,979	7,752
Total other accrued expenses	$ 121,758	$ 128,835

Other Liabilities - Schedule Of Other Long Term Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Other Liabilities [Abstract]
Operating lease liability	$ 44,737	$ 84,902
Contingent consideration	35,168	23,147
Workers' compensation and other insurance reserves	30,552	29,718
Deferred employer social security taxes	24,034
Interest rate cap	900	2,294
Holdbacks	504	926
Taxes	525	525
Other long-term liabilities	5,490	4,785
Total other long-term liabilities	$ 141,910	$ 146,297

Other Liabilities - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Apr. 27, 2020	Dec. 31, 2019
Other liabilities.
Accrued compensation and benefits	$ 142,136		$ 136,645
Long term liabilities	$ 141,910		146,297
Letter of credit		$ 200,000
Income tax description	The CARES Act (as further described in Note 15, Income Taxes) provides for deferred payment of the employer portion of social security taxes between March 27, 2020 and December 31, 2020, with 50% of the deferred amount due December 31, 2021 and the remaining 50% due December 31, 2022.
Deferred tax liabilities	$ 489,054		506,135
Fair value adjustment loss	7,200
Maximum potential payment outcomes	286,200
Other accrued expenses	121,758		128,835
Accounts Payable [Member]
Other liabilities.
Deferred tax liabilities	24,000
Other Long Term Liabilites [Member]
Other liabilities.
Deferred tax liabilities	24,000
Unsecured Loan [Member]
Other liabilities.
Other accrued expenses	4,000
Surety Bond [Member]
Other liabilities.
liabilities for unpaid claims and adjustments expense	7,500
Letter of Credit [Member]
Other liabilities.
Letter of credit	60,700		63,500
Worker's Compensation Programs [Member]
Other liabilities.
Unpaid liability	56,200		55,900
Accrued compensation and benefits	25,600		26,200
Long term liabilities	$ 30,600		$ 29,700

Other Liabilities - Summary Of The Changes in The Carrying Value Of Estimated Contingent Consideration Liabilities (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Other Liabilities [Abstract]
Beginning of the period	$ 47,649	$ 85,977
Fair value of acquisitions	14,766	2,519
Payments	(21,875)	(37,100)
Note issuance for settlements	(4,048)	(9,385)
Changes in fair value	9,971	6,064
Foreign exchange translation effects	(562)	(426)
End of the period	$ 45,901	$ 47,649

Debt - Summary of Long term Debt, Net of Current Portion (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Debt Disclosure [Line Items]
Debt carrying amount	$ 2,153,618	$ 3,229,582
Less: current portion	63,745	27,655
Less: debt issuance costs	60,545	29,840
Long-term debt, net of current portion	2,029,328	3,172,087
New Term Loan Facility [Member]
Debt Disclosure [Line Items]
Debt carrying amount	1,325,000
Notes [Member]
Debt Disclosure [Line Items]
Debt carrying amount	775,000
First Lien Term Loan
Debt Disclosure [Line Items]
Debt carrying amount		2,467,529
Second Lien Term Loan
Debt Disclosure [Line Items]
Debt carrying amount		760,000
New Revolving Credit Facility [Member]
Debt Disclosure [Line Items]
Debt carrying amount	50,000
Notes Payable And Deferred Obligations [Member]
Debt Disclosure [Line Items]
Debt carrying amount	$ 3,618	$ 2,053

Debt - Additional Information (Detail) - USD ($) $ in Thousands				1 Months Ended	12 Months Ended
	Apr. 27, 2020	Feb. 28, 2018	May 31, 2017	Apr. 30, 2015	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Apr. 30, 2020	Jul. 25, 2014
Debt Disclosure [Line Items]
Proceeds from lines of credit					$ 213,927	$ 20,070	$ 30,000
Borrowing base	$ 200,000
Proceeds from accounts receivable	$ 120,000				120,000
Unamortised debt issuance costs not written off					60,545	29,840
Amortization of deferred debt issuance costs					14,800	$ 16,900	$ 15,300
Debt issuance costs					62,100
Debt issuance costs less accumulated amortization					1,600
Long term debt net of unamortised debt issuance costs					2,153,618
JAPAN
Debt Disclosure [Line Items]
Long term debt net of unamortised debt issuance costs					$ 2,900
Tranche One \| JAPAN
Debt Disclosure [Line Items]
Loan maturity date					May 27, 2029
Interest rate payable					1.82%
Tranche Two \| JAPAN
Debt Disclosure [Line Items]
Loan maturity date					Oct. 27, 2029
Interest rate payable					1.83%
Minimum [Member]
Debt Disclosure [Line Items]
Percentage of minimum funding threshold	60.00%
Initial First Lien Term Loans
Debt Disclosure [Line Items]
Proceeds from lines of credit		$ 350,000	$ 225,000	$ 150,000
Second Lien Term Loan
Debt Disclosure [Line Items]
Debt instrument, maturity date						Jul. 01, 2020
Borrowing base						$ 760,000
First Lien Term Loan
Debt Disclosure [Line Items]
Debt instrument, maturity date						Jul. 01, 2021
Borrowing base						$ 2,500,000
2014 Topco Acquisition [Member] \| Revolving Credit Facility
Debt Disclosure [Line Items]
Line of credit facility, maximum borrowing capacity									$ 200,000
2014 Topco Acquisition [Member] \| Initial First Lien Term Loans
Debt Disclosure [Line Items]
Line of credit facility, maximum borrowing capacity					$ 150,000				1,800,000
Debt instrument, maturity date				Apr. 23, 2021
2014 Topco Acquisition [Member] \| Second Lien Term Loan
Debt Disclosure [Line Items]
Line of credit facility, maximum borrowing capacity									760,000
Delayed Draw Term Loans \| 2014 Topco Acquisition [Member] \| Initial First Lien Term Loans
Debt Disclosure [Line Items]
Line of credit facility, maximum borrowing capacity									60,000
Letter of Credit [Member] \| Bank of America [Member] \| Advantage Sales And Marketing Inc
Debt Disclosure [Line Items]
Line of credit facility, maximum borrowing capacity					400,000
Letter of Credit [Member] \| 2014 Topco Acquisition [Member] \| Revolving Credit Facility
Debt Disclosure [Line Items]
Line of credit facility, maximum borrowing capacity									75,000
Second Lien Term Loans [Member] \| 2014 Topco Acquisition [Member]
Debt Disclosure [Line Items]
Line of credit facility, maximum borrowing capacity									$ 760,000
Account Receivable Securitization Facility [Member] \| Revolving Credit Facility
Debt Disclosure [Line Items]
Line of credit facility, maximum borrowing capacity								$ 300,000
First Lien Credit Agreement Second Lien Credit Agreement And AR Credit Facility
Debt Disclosure [Line Items]
Debt instrument face value					3,300,000
Incremental costs of debt included in debt repayment					86,800
Incremental costs of debt capitalised as deferred debt issuance cost					56,700
Incremental costs of debt charged to income statement					30,100
Unamortized debt issuance costs					16,700
Unamortised debt issuance costs not written off					5,400
Write off of deferred debt issuance costs					11,300
New Secured First Lien Term Loan Facility \| Advantage Sales And Marketing Inc
Debt Disclosure [Line Items]
Debt instrument face value					$ 1,325,000
Term loan instalment payment as a percentage of principal					1.00%
Term loan prepayment percentage premium					1.00%
Percentage of net cash proceeds of certain assets for term loan prepayments					100.00%
Percentage of net cash proceeds from certain debt issuance for term loan prepayments					100.00%
Percentage of excess cash flow for term loan prepayments					50.00%
New Secured First Lien Term Loan Facility \| Advantage Sales And Marketing Inc \| Eurodollar
Debt Disclosure [Line Items]
Debt instrument variable interest rate spread					5.25%
New Secured First Lien Term Loan Facility \| Advantage Sales And Marketing Inc \| Base Rate
Debt Disclosure [Line Items]
Debt instrument variable interest rate spread					4.25%
New Revolving Credit Facility [Member] \| Advantage Sales And Marketing Inc \| Fee Percentage One
Debt Disclosure [Line Items]
Line of credit unused commitement fee percentage					0.375%
New Revolving Credit Facility [Member] \| Advantage Sales And Marketing Inc \| Fee Percentage Two
Debt Disclosure [Line Items]
Line of credit unused commitement fee percentage					0.25%
New Revolving Credit Facility [Member] \| Advantage Sales And Marketing Inc \| Eurodollar \| Variable Interest Rate Spread One
Debt Disclosure [Line Items]
Debt instrument variable interest rate spread					2.00%
New Revolving Credit Facility [Member] \| Advantage Sales And Marketing Inc \| Eurodollar \| Variable Interest Rate Spread Two
Debt Disclosure [Line Items]
Debt instrument variable interest rate spread					2.25%
New Revolving Credit Facility [Member] \| Advantage Sales And Marketing Inc \| Eurodollar \| Variable Interest Rate Spread Three
Debt Disclosure [Line Items]
Debt instrument variable interest rate spread					2.50%
New Revolving Credit Facility [Member] \| Advantage Sales And Marketing Inc \| Base Rate \| Variable Interest Rate Spread One
Debt Disclosure [Line Items]
Debt instrument variable interest rate spread					1.00%
New Revolving Credit Facility [Member] \| Advantage Sales And Marketing Inc \| Base Rate \| Variable Interest Rate Spread Two
Debt Disclosure [Line Items]
Debt instrument variable interest rate spread					1.25%
New Revolving Credit Facility [Member] \| Advantage Sales And Marketing Inc \| Base Rate \| Variable Interest Rate Spread Three
Debt Disclosure [Line Items]
Debt instrument variable interest rate spread					1.50%
New Revolving Credit Facility [Member] \| Advantage Sales And Marketing Inc \| New Revolving Credit Facility Covenant
Debt Disclosure [Line Items]
Line of credit unused borrowing capacity					$ 25,000
Line of credit unused borrowing capacity percentage					10.00%
New Revolving Credit Facility [Member] \| Bank of America [Member] \| Advantage Sales And Marketing Inc
Debt Disclosure [Line Items]
Line of credit facility term					5 years
Senior Secured Notes \| Advantage Sales And Marketing Inc \| Advantage Solutions Finco Llc [Member]
Debt Disclosure [Line Items]
Debt instrument face value					$ 775,000
Long term debt instrument fixed rate of interest					6.50%
Senior secured notes year of maturity					2028
Debt instrument issued percentage of principal amount					100.00%
Long term debt instrument date when the periodic payment is to be first made					May 15, 2021
Debt instrument terms of interest payment					Interest on the Notes is payable semi-annually in arrears on May 15 and November 15
Loan maturity date					Nov. 15, 2028
Debt instrument percentage of the principal amount redeemable prematurely					40.00%
Debt instrument percentage of the principal amount redeemable annually					10.00%
Percentage of note holders by value to approve for purchase of notes by the company					90.00%
Senior Secured Notes \| Redemption Price Percentage One \| Advantage Sales And Marketing Inc \| Advantage Solutions Finco Llc [Member]
Debt Disclosure [Line Items]
Debt instrument redemption price percentage					100.00%
Senior Secured Notes \| Redemption Price Percentage Two \| Advantage Sales And Marketing Inc \| Advantage Solutions Finco Llc [Member]
Debt Disclosure [Line Items]
Debt instrument redemption price percentage					106.50%
Senior Secured Notes \| Redemption Price PercentageThree \| Advantage Sales And Marketing Inc \| Advantage Solutions Finco Llc [Member]
Debt Disclosure [Line Items]
Debt instrument redemption price percentage					103.00%

Debt - Summary of Future Minimum Principal Payments on Long-term Debt (Detail) $ in Thousands	Dec. 31, 2020 USD ($)
Debt Disclosure [Abstract]
2021	$ 13,745
2022	13,298
2023	13,293
2024	13,274
2025	13,277
Thereafter	2,086,731
Total future minimum principal payments	$ 2,153,618

Leases - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Leases [Abstract]
Total opearting lease costs	$ 44.2	$ 53.5
Variable lease costs	6.6	$ 8.5
Total operating lease expense			$ 48.7
Operating lease right-of-use assets	41.8
Lease liabilities	42.6
Lease Termination Fee	18.0
Additional lease gain	0.8
Operating lease agreements, additional area leased	$ 1.8

Leases - Schedule of Present Value of Lease Payments for Remaining Lease Term (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
ASSETS
Operating lease right-of-use assets	$ 41,800
Liabilities
Current operating lease liabilities	20,894	$ 34,072
Noncurrent operating lease liabilities	44,737	84,902
Total lease liabilities	65,631	118,974
Other Assets [Member]
ASSETS
Operating lease right-of-use assets	49,772	93,924
Other Accrued Expenses [Member]
Liabilities
Current operating lease liabilities	20,894	34,072
Other Noncurrent Liabilities [Member]
Liabilities
Noncurrent operating lease liabilities	$ 44,737	$ 84,902

Leases - Schedule of Right-of-use Assets and Related Lease Liabilities (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Cash paid for operating lease liabilities	$ 42,670	$ 32,229
Right-of-use assets obtained in exchange for new operating lease obligations	$ 7,496	$ 40,536
Weighted-average remaining lease term	4 years 8 months 12 days	4 years 4 months 24 days
Weighted-average discount rate	9.80%	10.00%

Leases - Schedule of Maturities of lease liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
2021	$ 27,323
2022	17,691
2023	11,748
2024	8,962
2025	5,266
Thereafter	7,004
Total lease payments	77,994
Less imputed interest	(12,363)
Present value of lease liabilities	$ 65,631	$ 118,974

Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Interest expense	$ 234,044	$ 232,077	$ 229,643
Selling, General and Administrative Expenses [Member]
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Loss from fair value adjustment	6,100
Forward Contracts [Member] \| Selling, General and Administrative Expenses [Member]
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Gain (loss) related to changes in fair values of the forward contracts	500	(400)	(1,000)
Interest Rate Cap [Member]
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Derivative, notional amount	2,200,000	1,500,000
Aggregate fair value of outstanding interest rate caps	1,900	3,300
Interest rate derivative assets at fair value	1,800
Interest expense	400	2,700	$ 3,900
Other Accrued Expenses [Member] \| Interest Rate Cap [Member]
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Fair value of outstanding interest rate caps	1,000	1,000
Prepaid Expenses and Other Current Assets [Member] \| Interest Rate Cap [Member]
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Fair value of outstanding interest rate caps	1,800
Other Noncurrent Liabilities [Member] \| Interest Rate Cap [Member]
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Fair value of outstanding interest rate caps	$ 900	$ 2,300

Carrying and Fair Value of Financial Instruments - Summary of Financial Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	$ 2,153,618	$ 3,229,582
Fair Value, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	2,386,437	3,149,061
New Term Loan Credit Facility [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	1,325,000
New Term Loan Credit Facility [Member] \| Fair Value, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	1,447,993
Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	775,000
Notes [Member] \| Fair Value, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	884,826
New Revolving Credit Facility [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	50,000
New Revolving Credit Facility [Member] \| Fair Value, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	50,000
Notes Payable And Deferred Obligations [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	3,618	2,053
Notes Payable And Deferred Obligations [Member] \| Fair Value, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 3,618	1,872
First Lien Term Loan
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value		2,467,529
First Lien Term Loan \| Fair Value, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value		2,413,663
Second Lien Term Loan
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value		760,000
Second Lien Term Loan \| Fair Value, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value		$ 733,526

Investments - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Schedule of Equity Method Investments [Line Items]
Equity method investment, carrying value	$ 115,624	$ 111,663
Japanese Supermarket Chain [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment ownership percentage	9.90%
Equity method investment, carrying value	$ 7,900	7,500
Global Smollan Holdings [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment ownership percentage	25.00%
Smollan Holding Proprietary Limited [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment ownership percentage	25.00%
Partnership SPV1 Limited [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment ownership percentage	12.50%
Ceuta Holding Limited [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment ownership percentage	8.80%
Significant Equity Investments [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment, carrying value	$ 107,700	104,100
Cost of Sales [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment, income	$ 5,100	$ 4,900	$ 4,800

Equity-Based Compensation and Equity - Additional Information (Detail) - USD ($)		12 Months Ended
	Jan. 15, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2014	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares authorized		3,290,000,000	3,290,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares issued		318,425,182	203,750,000
Common stock, shares outstanding		318,425,182	203,750,000
Exercise price per share		$ 0.01
Preferred stock, shares authorized		10,000,000	10,000,000
Preferred stock, par value (in Dollars per share)		$ 0	$ 0
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Description of common stock		if, and only if, the last reported closing price of the common stock equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within a 30-tradingday period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Share Based Compensation Arrangement By Share Based Payment Award Remaining Award Vesting Value Year One		$ 5,700,000
Share Based Compensation Arrangement By Share Based Payment Award Remaining Award Vesting Value Year Two		$ 400,000
Private Placement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of warrant, outstanding		7,333,333
Number of days restriction upon warrants or rights exercisable		30 days
Selling, General and Administrative Expenses [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Expense		$ 13,800,000	$ 1,300,000
Share Based Compensation Gain (Loss)				$ 8,200,000
Compensation expense		$ 13,800,000	$ 1,300,000
Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares authorized		3,920,000,000
Common stock, par value (in Dollars per share)		$ 0.0001
Common stock, shares issued		318,425,182
Common stock, shares outstanding		318,425,182
Exercise price per share		$ 11.50
Description of common stock		if, and only if, the last reported closing price of the common stock equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day prior to the date on which the Company sends notice of redemption to the warrant holders;
Description of warrant redemption		at a price of $0.10 per warrant, provided that the warrant holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock to be determined by reference to a table included in the warrant agreement, based on the redemption date and the fair market value of the Class A common stock;
Number of days restriction upon warrants or rights exercisable after redemption notice issued		30 days
Proceeds from warrant exercises		$ 0
Public Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of warrant, outstanding		11,250,000
Exercise price per share		$ 11.50
Number of days warrants or rights exercisable		30 days
Number of years warrants or rights will expire after the completion of the merger		5 years
Performance Shares [Member] \| Topco [Member] \| Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares issued	5,000,000
Vesting period	5 years
Performance Shares [Member] \| Class A Common Stock \| Topco [Member] \| Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of common stock to sponsor, Shares	5,000,000
Common Series D Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity -based compensation , units issued					30,000
Equity -based compensation ,grant date fair value		$ 300.00	$ 300.00	$ 300.00
Equity -based compensation , fair value end of measurement period		$ 644	$ 184	$ 165
Equity -based compensation ,numbers of units outstanding		30,000
Vesting period		5 years
Common Series C Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity -based compensation , units issued		2,900	21,953	10,830
Equity -based compensation ,grant date fair value		$ 201.25	$ 37.90	$ 167.40
Equity -based compensation ,numbers of units outstanding		172,026	174,190	156,975		150,906
Share-based Payment Arrangement, Expense		$ 62,700,000	$ 0	$ 0
Description of vesting rights		As the result of an amendment and restatement of the Limited Partnership Agreement, on March 15, 2018, 75% of all Common Series C Units awards are subject to vesting over four fiscal years from their respective issuance date. The remaining 25% of the units vest if and when Topco's private equity sponsors as of the date of the 2014 Topco Acquisition realize a pre-tax internal rate of return of 20% compounded annually with respect to the Common Series A Units of Topco held by such sponsors.
Compensation expense		$ 62,700,000	$ 0	$ 0
Common Series C Units [Member] \| Share-based Payment Arrangement, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		75.00%
Vesting period		4 years
Common Series C Units [Member] \| Share-based Payment Arrangement, Tranche Two [Member] \| 2014 Topco Acquisition [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		25.00%
Common Series C Units [Member] \| Share-based Payment Arrangement, Tranche Three [Member] \| Daymon Acquisition [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		4 years
Common Series C2 Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity -based compensation , units issued		2,500	1,425	34,275
Equity -based compensation ,grant date fair value		$ 223.00	$ 284.00	$ 652.99
Equity -based compensation ,numbers of units outstanding		32,275	33,400	33,525
Share-based Payment Arrangement, Expense		$ 13,300,000	$ 0	$ 0
Compensation expense		$ 13,300,000	$ 0	$ 0
Common Series C2 Units [Member] \| 2014 Topco Acquisition [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation ,units authorized		35,000

Equity-Based Compensation and Equity - Schedule Of Weighted Average Assumptions (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Common Series C Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value	$ 201.25	$ 37.90	$ 167.40
Dividend yield	0.00%	0.00%	0.00%
Expected volatility	75.30%	41.20%	36.00%
Risk-free interest rate	0.20%	2.50%	2.30%
Lack of marketability discount	30.50%	31.30%	29.20%
Expected term (years)	1 year	1 year	1 year
Common Series C2 Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value	$ 223.00	$ 284.00	$ 652.99
Dividend yield	0.00%	0.00%	0.00%
Yield Test Probability	23.30%	39.00%	97.10%
Cost of Equity Capital	11.80%	11.10%	12.30%
Expected term (years)	1 year	2 years	3 years

Equity-Based Compensation and Equity - Share-based Compensation, Activity (Detail) - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Common Series C Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning of the period	174,190	156,975	150,906
Grants	2,900	21,953	10,830
Forfeitures	(5,064)	(4,738)	(4,416)
Repurchases			(345)
End of the period	172,026	174,190	156,975
Common Series C2 Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning of the period	33,400	33,525
Grants	2,500	1,425	34,275
Forfeitures	(3,625)	(1,550)	(750)
End of the period	32,275	33,400	33,525

Equity-Based Compensation - Schedule of Assumptions Used (Detail) - Common Series D Units [Member] - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value	$ 300.00	$ 300.00	$ 300.00
Dividend yield	0.00%	0.00%	0.00%
Expected volatility	48.00%	44.00%	40.00%
Risk-free interest rate	0.10%	1.60%	2.60%
Lack of marketability discount	23.00%	26.00%	25.00%
Expected term (years)	1 year	1 year	1 year

Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Retirement Benefits [Abstract]
Company sponsors 401(k) plans contribution	$ 10.8	$ 13.9	$ 13.2

Amount of contribution received by defined benefit plan from employer which increases plan assets.

Restructuring Charges - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Restructuring charges	$ 1,299	$ 2,615	$ 6,104	$ 13,257
Other Accrued Expenses [Member]
Restructuring charges	1,300	2,600
Selling, General and Administrative Expenses [Member]
Severance expenses	$ 4,600	$ 2,300	$ 7,900

Restructuring Charges - Schedule Of Restructuring activity (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Beginning Balance	$ 2,615	$ 6,104	$ 13,257
Charges	5,356	5,385	12,465
Payments/utilization	(6,672)	(8,874)	(18,703)
Foreign exchange translation effects			(915)
Ending Balance	1,299	2,615	6,104
Employee Severance [Member]
Beginning Balance	1,323	3,450	13,257
Charges	4,601	2,271	7,901
Payments/utilization	(5,380)	(4,398)	(16,841)
Foreign exchange translation effects			(867)
Ending Balance	544	1,323	3,450
Facility Costs And Other [Member]
Beginning Balance	1,292	2,654
Charges	755	3,114	4,564
Payments/utilization	(1,292)	(4,476)	(1,862)
Foreign exchange translation effects			(48)
Ending Balance	$ 755	$ 1,292	$ 2,654

Restructuring Charges - Summary of the Company's restructuring changes by segment (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Charges	$ 5,356	$ 5,385	$ 12,465
Sales [Member]
Charges	2,451	2,928	6,663
Marketing [Member]
Charges	$ 2,905	$ 2,457	$ 5,802

Income Tax - Schedule of geographic components of (loss) income before income taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Line Items]
(Loss) income before income taxes	$ (167,038)	$ (18,403)	$ (1,319,557)
U.S. [Member]
Income Tax Disclosure [Line Items]
(Loss) income before income taxes	(190,163)	(32,893)	(1,347,770)
Foreign [Member]
Income Tax Disclosure [Line Items]
(Loss) income before income taxes	$ 23,125	$ 14,490	$ 28,213

Income Tax - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Line Items]
Cash and cash equivalents	$ 204,301	$ 184,224	$ 141,590
Undistributed foreign earnings	82,500
Deferred tax liabilities	489,054	506,135
Valuation allowance	$ 6,706	5,570
Net operating loss carryforwards, description	The federal NOLs expire between 2036 and 2037, $13.2 million of the state NOLs expire between 2023 and 2039 and the remaining $3.1 million of the state NOLs carry forward indefinitely. Foreign NOLs of $11.6 million expire between 2024 and 2032 and the remaining $19.8 million of the foreign NOLs carry forward indefinitely.
Coronavirus Aid Relief and Economic Security Act [Member]
Income Tax Disclosure [Line Items]
Unrecognised Tax Benefits that would Impact of Effective tax Rate	$ 12,600
U.S. [Member]
Income Tax Disclosure [Line Items]
Net operating loss carryforwards	6,200
State and Local Jurisdiction [Member]
Income Tax Disclosure [Line Items]
Net operating loss carryforwards	16,300
Foreign [Member]
Income Tax Disclosure [Line Items]
Net operating loss carryforwards	31,400
Foreign Subsidiaries [Member]
Income Tax Disclosure [Line Items]
Cash and cash equivalents	87,700	59,300
Undistributed earnings	134,600	$ 92,600
Deferred tax liabilities	$ 2,100

Segments and Geographic Information - Summary Of Revenue And Operating Income (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Segment Reporting Information [Line Items]
Revenues	$ 3,155,671	$ 3,785,063	$ 3,707,628
Depreciation and amortization	238,598	232,573	225,233
Operating income	67,006	213,674	(1,089,914)
Sales [Member]
Segment Reporting Information [Line Items]
Revenues	2,060,593	1,954,705	1,857,004
Depreciation and amortization	171,569	161,563	157,098
Operating income	63,305	127,961	(1,072,702)
Marketing [Member]
Segment Reporting Information [Line Items]
Revenues	1,095,078	1,830,358	1,850,624
Depreciation and amortization	67,029	71,010	68,135
Operating income	$ 3,701	$ 85,713	$ (17,212)

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Segments and Geographic Information - Summary of Revenues and Long-lived Assets by Services Provided in Geographic Region (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Revenues
Total revenues	$ 3,155,671	$ 3,785,063	$ 3,707,628
Long-Lived Assets
Total long-lived assets	80,016	114,690
Previously Reported
Revenues
Total revenues	3,154,715
North America [Member]
Revenues
Total revenues	2,791,282	3,324,019	3,257,937
Long-Lived Assets
Total long-lived assets	72,722	107,940
International [Member]
Revenues
Total revenues	363,433	461,044	$ 449,691
Long-Lived Assets
Total long-lived assets	$ 7,294	$ 6,750

Segments and Geographic Information - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Segment Reporting Information [Line Items]
Revenues	$ 3,155,671	$ 3,785,063	$ 3,707,628
UNITED STATES
Segment Reporting Information [Line Items]
Revenues	$ 2,700,000	$ 3,100,000	$ 3,000,000