UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 – Results of Operations and Financial Condition.
On August 4, 2023, Advantage Solutions Inc. (the “Company”) issued a press release announcing its financial results for the three months ended June 30, 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
On August 4, 2023, at 8:30 a.m. ET, the Company will host a conference call announcing its financial results for the three months ended June 30, 2023. A copy of management’s earnings presentation materials is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein. The presentation will be accessible, live via audio broadcast, through a link posted on the Investor Relations section of the Company’s website at https://ir.advantagesolutions.net. This presentation will be available for audio replay for one week following the call.
The Company makes reference to non-GAAP financial information in the press release and earnings presentation materials. The Company’s non-GAAP financial measures should be viewed in addition to and not as a substitute for or superior to the Company’s reported results prepared in accordance with GAAP. Reconciliation of these non-GAAP financial measures to the nearest comparable GAAP financial measures are contained in the data tables at the end of the press release and earnings presentation materials.
The information in this Item 2.02, including Exhibits 99.1 and 99.2 furnished under Item 9.01, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. Furthermore, the information in this Item 2.02, including Exhibit 99.1 and 99.2 furnished under Item 9.01, shall not be deemed incorporated by reference into the filings of the Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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99.2 |
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Management’s Earnings Presentation for Advantage Solutions Inc., dated August 4, 2023. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: |
August 4, 2023 |
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ADVANTAGE SOLUTIONS INC. |
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By: |
/s/ Christopher Growe |
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Christopher Growe |
Advantage Solutions Reports Second Quarter 2023 Financial Results and Reaffirms Annual Outlook
Irvine, Calif, August 4, 2023 – Advantage Solutions Inc. (NASDAQ: ADV) (“Advantage,” “Advantage Solutions,” the “Company,” “we” or “our”), a leading provider of outsourced sales and marketing services to consumer goods manufacturers and retailers, today reported financial results for its second quarter ended June 30, 2023. The results continue to reflect a trendline of improving revenue and Adjusted EBITDA performance for the Company. Revenues for the quarter grew 5.7% year-over-year, an increase of 6.1% excluding foreign exchange, to reach $1.0 billion, and Adjusted EBITDA for the quarter reached $104.2 million, down 3.8% year-over year with a margin decline of approximately 100 basis points. The decline in Adjusted EBITDA reflects an improvement in dollar and margin trajectory relative to prior quarter (which, in the first quarter of 2023, had decreased 4.8% in dollars and approximately 150 basis points in margin, in each case, on a year-over-year basis) and includes the impact of the completed divestiture.
“We’re proud to deliver another consecutive quarter of strong company performance while advancing our transformation journey to position Advantage for long-term, profitable growth,” said Advantage Solutions CEO Dave Peacock. “We‘re taking a strategic approach to strengthen our culture, simplify our operations, improve our financial discipline and enhance our processes as a unified company. These efforts are designed to deliver more value to our stakeholders and better position our business in the marketplace. Our reach, relationships, insights and expertise are unmatched, and I remain confident in our capabilities delivering critical, need-to-have solutions for the world’s largest CPG and retail companies.”
Peacock continued, “Despite an unprecedently tight labor supply, our year-over-year topline growth of approximately 6% in the second quarter was primarily driven by continued volume growth as well as success in pricing realization. Our capital allocation philosophy has maintained a focus on maximizing returns for our equity holders, including deleveraging our balance sheet, as reinforced by our continued voluntary repurchases of our term loan, and investing behind our core business offerings. Over the quarter, we continued to bolster our roster of world-class talent, and our executive leadership team is working hard to implement best-in-class practices across the enterprise. We plan to continue growing value for our stakeholders.”
Second Quarter 2023 Highlights
Revenues
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Three Months Ended June 30, |
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Change |
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(amounts in thousands) |
2023 |
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2022 |
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$ |
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% |
Sales |
$ 599,828 |
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$ 604,132 |
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$ (4,304) |
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(0.7)% |
Marketing |
437,227 |
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376,944 |
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60,283 |
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16.0% |
Total revenues |
$ 1,037,055 |
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$ 981,076 |
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$ 55,979 |
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5.7% |
Adjusted EBITDA and Adjusted EBITDA by Segment
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Three Months Ended June 30, |
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Change |
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(amounts in thousands) |
2023 |
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2022 |
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$ |
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% |
Sales |
$ 63,678 |
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$ 71,753 |
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$ (8,075) |
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(11.3)% |
Marketing |
40,534 |
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36,569 |
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3,965 |
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10.8% |
Total Adjusted EBITDA |
$ 104,212 |
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$ 108,322 |
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$ (4,110) |
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(3.8)% |
1
The year-over-year increase in revenues was driven by $60.3 million of growth in the marketing segment (an increase of 16% year-over-year) with a sales segment decline of $4.3 million, or 1% year over year. Second quarter growth in the marketing segment was driven primarily by the continued recovery of our in-store sampling and demonstration services, with digital services starting to show signs of stabilization. The second quarter decline in the sales segment was driven by the completed divestiture and intentional and previously anticipated client exit, partially offset by an increase in retail merchandising services, pricing realization and growth in our European joint venture.
The $6.0 million decline to $22.3 million of operating income was primarily due to inflationary cost pressures, the completed divestiture and ongoing mix shift dynamics across the enterprise.
The year-over-year decline in Adjusted EBITDA was primarily due to the decline in operating income.
The year-over-year decrease in net income was driven by the decline in operating income and an increase in interest expense due to the rising interest rate environment, partially offset by lower debt balances.
Balance Sheet Highlights
As of June 30, 2023, the Company’s cash and cash equivalents were $164.7 million, total debt was $2,019.8 million and Net Debt was $1,855.1 million. The debt capitalization consists primarily of the $1,237.5 million First Lien Term Loan and $775.0 million of senior secured notes as of June 30, 2023.
During the quarter, Advantage voluntarily repurchased approximately $52.4 million of its First Lien Term Loan at an attractive discount, resulting in a net leverage ratio of approximately 4.3x LTM Adjusted EBITDA as of June 30, 2023. Approximately 85% of the Company’s debt is hedged or at a fixed interest rate.
Fiscal Year 2023 Outlook
The Company is reiterating its guidance for fiscal 2023 with Adjusted EBITDA anticipated to range from $400 million to $420 million, including the impact of completed divestitures. Our guidance contemplates the continued realization of pricing, growth in in-store sampling and demonstration events and further investments behind technology and talent.
Conference Call Details
Advantage will host a conference call at 8:30 am ET on August 4, 2023 to discuss its second quarter 2023 financial performance and business outlook. To participate, please dial 877-407-4018 within the United States or +1-201-689-8471 outside the United States approximately 10 minutes before the scheduled start of the call. The conference ID for the call is 13739354. The conference call will also be accessible live via audio broadcast on the Investor Relations section of the Advantage website at ir.advantagesolutions.net.
A replay of the conference call will be available online on the investor section of the Advantage website. In addition, an audio replay of the call will be available for one week following the call and can be accessed by dialing 844-512-2921 within the United States or +1-412-317-6671 outside the United States. The replay ID is 13739354.
About Advantage Solutions
Advantage Solutions (NASDAQ: ADV) is a leading provider of outsourced sales and marketing solutions that is uniquely positioned at the intersection of brands and retailers. Our data- and technology-driven services — which include headquarter sales, retail merchandising, in-store and online sampling, digital commerce, omnichannel marketing, retail media and others — help brands and retailers of all sizes get products into the hands of consumers, wherever they shop. As a trusted partner and problem solver, we help our clients sell more while spending less. Headquartered in Irvine, California, Advantage has offices throughout North America and strategic investments in
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select markets throughout Africa, Asia, Australia and Europe through which the Company serves the global needs of multinational, regional and local manufacturers. For more information, please visit advantagesolutions.net.
Included with this press release are the Company’s consolidated and condensed financial statements as of and for the three and six months ended June 30, 2023. These financial statements should be read in conjunction with the information contained in the Company’s Quarterly Report on Form 10-Q, to be filed with the Securities and Exchange Commission on August 4, 2023.
Forward-Looking Statements
Certain statements in this press release may be considered forward-looking statements within the meaning of the federal securities laws, including statements regarding the expected future performance of Advantage's business and projected financial results. Forward-looking statements generally relate to future events or Advantage’s future financial or operating performance. These forward-looking statements generally are identified by the words “may”, “should”, “expect”, “intend”, “will”, “would”, “could”, “estimate”, “anticipate”, “believe”, “predict”, “confident”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Advantage and its management at the time of such statements, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, market-driven wage changes or changes to labor laws or wage or job classification regulations, including minimum wage; the COVID-19 pandemic and the measures taken in response thereto; the availability, acceptance, administration and effectiveness of any COVID-19 vaccine; Advantage’s ability to continue to generate significant operating cash flow; client procurement strategies and consolidation of Advantage’s clients’ industries creating pressure on the nature and pricing of its services; consumer goods manufacturers and retailers reviewing and changing their sales, retail, marketing and technology programs and relationships; Advantage’s ability to successfully develop and maintain relevant omni-channel services for our clients in an evolving industry and to otherwise adapt to significant technological change; Advantage’s ability to maintain proper and effective internal control over financial reporting in the future; potential and actual harms to Advantage’s business arising from the Take 5 Matter; Advantage’s substantial indebtedness and our ability to refinance at favorable rates; and other risks and uncertainties set forth in the section titled “Risk Factors” in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 1, 2023, and in its other filings made from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Advantage assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Non-GAAP Financial Measures and Related Information
This press release includes certain financial measures not presented in accordance with generally accepted accounting principles (“GAAP”), including Adjusted EBITDA and Net Debt. These are not measures of financial performance calculated in accordance with GAAP and may exclude items that are significant in understanding and assessing Advantage’s financial results. Therefore, the measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP, and should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that Advantage’s presentation of these measures may not be comparable to similarly titled measures used by other companies. Reconciliations of historical non-GAAP measures to their most directly comparable GAAP counterparts are included below.
Advantage believes these non-GAAP measures provide useful information to management and investors regarding certain financial and business trends relating to Advantage’s financial condition and results of operations. Advantage believes that the use of Adjusted EBITDA and Net Debt provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing Advantage’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. Additionally, other companies may calculate
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non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore Advantage’s non-GAAP measures may not be directly comparable to similarly titled measures of other companies.
Adjusted EBITDA means net (loss) income before (i) interest expense, net, (ii) provision for (benefit from) income taxes, (iii) depreciation, (iv) amortization of intangible assets, (v) equity-based compensation of Karman Topco L.P., (vi) changes in fair value of warrant liability, (vii) stock based compensation expense, (viii) fair value adjustments of contingent consideration related to acquisitions, (ix) acquisition-related expenses, (x) loss on disposal of assets, (xi) costs associated with COVID-19, net of benefits received, (xii) EBITDA for economic interests in investments, (xiii) reorganization and restructuring expenses, (xiv) litigation expenses, (xv) recovery from Take 5, (xvi) costs associated with the Take 5 Matter and (xvii) other adjustments that management believes are helpful in evaluating our operating performance.
Net Debt represents the sum of current portion of long-term debt and long-term debt, less cash and cash equivalents and debt issuance costs. With respect to Net Debt, cash and cash equivalents are subtracted from the GAAP measure, total debt, because they could be used to reduce the debt obligations. We present Net Debt because we believe this non-GAAP measure provides useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and to evaluate changes to the Company's capital structure and credit quality assessment.
Due to rounding, numbers presented throughout this document may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.
This press release also includes certain estimates and projections of Adjusted EBITDA, including with respect to expected fiscal 2023 results. Due to the high variability and difficulty in making accurate estimates and projections of some of the information excluded from Adjusted EBITDA, together with some of the excluded information not being ascertainable or accessible, Advantage is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated or projected comparable GAAP measures is included and no reconciliation of such forward-looking non-GAAP financial measures is included.
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Advantage Solutions Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
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June 30, |
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December 31, |
(in thousands, except share data) |
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2023 |
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2022 |
ASSETS |
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Current assets |
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Cash and cash equivalents |
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$ 164,678 |
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$ 120,715 |
Restricted cash |
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17,474 |
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17,817 |
Accounts receivable, net of allowance for expected credit losses of $31,053 and $22,752, respectively |
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816,348 |
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869,000 |
Prepaid expenses and other current assets |
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121,639 |
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149,476 |
Total current assets |
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1,119,139 |
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1,157,008 |
Property and equipment, net |
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76,075 |
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70,898 |
Goodwill |
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890,286 |
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887,949 |
Other intangible assets, net |
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1,791,995 |
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1,897,503 |
Investments in unconsolidated affiliates |
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130,359 |
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129,491 |
Other assets |
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114,245 |
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119,522 |
Total assets |
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$ 4,122,099 |
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$ 4,262,371 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities |
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Current portion of long-term debt |
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$ 15,522 |
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$ 13,991 |
Accounts payable |
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218,445 |
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261,464 |
Accrued compensation and benefits |
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155,018 |
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154,744 |
Other accrued expenses |
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156,454 |
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133,173 |
Deferred revenues |
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50,084 |
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37,329 |
Total current liabilities |
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595,523 |
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600,701 |
Long-term debt, net of current portion |
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1,966,211 |
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2,022,819 |
Deferred income tax liabilities |
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264,983 |
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297,874 |
Other long-term liabilities |
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94,992 |
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111,507 |
Total liabilities |
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2,921,709 |
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3,032,901 |
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Redeemable noncontrolling interest |
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3,784 |
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3,746 |
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Equity attributable to stockholders of Advantage Solutions Inc. |
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Common stock, $0.0001 par value, 3,290,000,000 shares authorized; 324,481,143 and 319,690,300 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively |
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32 |
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32 |
Additional paid in capital |
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3,427,490 |
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3,408,836 |
Accumulated deficit |
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(2,303,458) |
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(2,247,109) |
Loans to Karman Topco L.P. |
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(6,375) |
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(6,363) |
Accumulated other comprehensive loss |
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(13,603) |
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(18,849) |
Treasury stock, at cost; 1,610,014 shares as of June 30, 2023 and December 31, 2022, respectively |
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(12,567) |
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(12,567) |
Total equity attributable to stockholders of Advantage Solutions Inc. |
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1,091,519 |
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1,123,980 |
Nonredeemable noncontrolling interest |
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106,087 |
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101,744 |
Total stockholders’ equity |
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1,197,606 |
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1,225,724 |
Total liabilities, redeemable noncontrolling interest, and stockholders’ equity |
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$ 4,122,099 |
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$ 4,262,371 |
5
Advantage Solutions Inc.
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income
(Unaudited)
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Three Months Ended June 30, |
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(in thousands, except share and per share data) |
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2023 |
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2022 |
Revenues |
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$1,037,055 |
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$981,076 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) |
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904,761 |
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841,790 |
Selling, general, and administrative expenses |
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53,285 |
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52,576 |
Depreciation and amortization |
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56,738 |
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58,444 |
Total operating expenses |
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1,014,784 |
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952,810 |
Operating income |
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22,271 |
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28,266 |
Other expenses (income): |
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Change in fair value of warrant liability |
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74 |
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(4,914) |
Interest expense, net |
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30,459 |
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28,188 |
Total other expenses |
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30,533 |
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23,274 |
(Loss) income before income taxes |
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(8,262) |
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4,992 |
(Benefit from) provision for income taxes |
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(416) |
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1,316 |
Net (loss) income |
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(7,846) |
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3,676 |
Less: net income attributable to noncontrolling interest |
|
916 |
|
305 |
Net (loss) income attributable to stockholders of Advantage Solutions Inc. |
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(8,762) |
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3,371 |
Other comprehensive income (loss), net of tax: |
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Foreign currency translation adjustments |
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3,722 |
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(13,272) |
Total comprehensive loss attributable to stockholders of Advantage Solutions Inc. |
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$(5,040) |
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$(9,901) |
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Basic (loss) earnings per common share |
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$(0.03) |
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$0.01 |
Diluted (loss) earnings per common share |
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$(0.03) |
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$0.01 |
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Weighted-average number of common shares: |
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324,178,691 |
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318,418,746 |
Weighted-average number of common shares, assuming dilution |
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324,178,691 |
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319,114,865 |
6
Advantage Solutions Inc.
Condensed Consolidated Statement of Cash Flows
(Unaudited)
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Six Months Ended June 30, |
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(in thousands) |
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2023 |
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2022 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net (loss) income |
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$ (55,524) |
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$ 21,210 |
Adjustments to reconcile net (loss) income to net cash provided by |
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|
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Noncash interest income |
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(9,458) |
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(26,564) |
Amortization of deferred financing fees |
|
4,238 |
|
4,428 |
Depreciation and amortization |
|
113,842 |
|
116,212 |
Change in fair value of warrant liability |
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— |
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(20,356) |
Fair value adjustments related to contingent consideration |
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9,360 |
|
5,788 |
Deferred income taxes |
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(33,179) |
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(11,648) |
Equity-based compensation of Karman Topco L.P. |
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(3,487) |
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(6,314) |
Stock-based compensation |
|
22,436 |
|
22,732 |
Equity in earnings of unconsolidated affiliates |
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(3,002) |
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(4,687) |
Distribution received from unconsolidated affiliates |
|
1,611 |
|
1,143 |
Loss on sale of businesses and assets held for sale |
|
17,655 |
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— |
Gain on repurchases of Term Loan Facility debt |
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(4,969) |
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— |
Loss on disposal of assets |
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— |
|
2,850 |
Changes in operating assets and liabilities, net of effects from divestitures and purchases of businesses: |
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|
|
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Accounts receivable, net |
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50,006 |
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(11,053) |
Prepaid expenses and other assets |
|
20,489 |
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(42,580) |
Accounts payable |
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(40,379) |
|
(26,485) |
Accrued compensation and benefits |
|
365 |
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(9,260) |
Deferred revenues |
|
12,286 |
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(539) |
Other accrued expenses and other liabilities |
|
2,700 |
|
15,115 |
Net cash provided by operating activities |
|
104,990 |
|
29,992 |
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
Purchase of businesses, net of cash acquired |
|
— |
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(67,611) |
Purchase of property and equipment |
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(18,552) |
|
(21,533) |
Proceeds from divestiture |
|
12,763 |
|
— |
Net cash used in investing activities |
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(5,789) |
|
(89,144) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
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Borrowings under lines of credit |
|
72,735 |
|
67,134 |
Payments on lines of credit |
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(71,278) |
|
(22,034) |
Proceeds from issuance of long-term debt |
|
— |
|
278 |
Proceeds from government loans for COVID-19 relief |
|
1,384 |
|
— |
Principal payments on long-term debt |
|
(6,786) |
|
(6,653) |
Repurchases of Term Loan Facility debt |
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(49,427) |
|
— |
Proceeds from issuance of common stock |
|
1,193 |
|
1,653 |
Payments for taxes related to net share settlement |
|
(1,277) |
|
— |
Contingent consideration payments |
|
(1,867) |
|
(20,882) |
Holdback payments |
|
(1,598) |
|
(715) |
Redemption of noncontrolling interest |
|
(154) |
|
— |
Net cash (used in) provided by financing activities |
|
(57,075) |
|
18,781 |
Net effect of foreign currency changes on cash |
|
1,494 |
|
(6,603) |
Net change in cash, cash equivalents and restricted cash |
|
43,620 |
|
(46,974) |
Cash, cash equivalents and restricted cash, beginning of period |
|
138,532 |
|
180,637 |
Cash, cash equivalents and restricted cash, end of period |
|
$ 182,152 |
|
$ 133,663 |
SUPPLEMENTAL CASH FLOW INFORMATION |
|
|
|
|
Purchase of property and equipment recorded in accounts payable |
|
$ 1,507 |
|
$ 311 |
7
Advantage Solutions Inc.
Reconciliation of Net Income (Loss) to Adjusted EBITDA
(Unaudited)
Consolidated |
Three Months Ended June 30, |
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|
2023 |
|
2022 |
(in thousands) |
|
|
|
Net (loss) income |
$ (7,846) |
|
$ 3,676 |
Add: |
|
|
|
Interest expense, net |
30,459 |
|
28,188 |
(Benefit from) provision for income taxes |
(416) |
|
1,316 |
Depreciation and amortization |
56,738 |
|
58,444 |
Equity-based compensation of Karman Topco L.P.(a) |
(1,218) |
|
(3,519) |
Change in fair value of warrant liability |
74 |
|
(4,914) |
Stock-based compensation expense(b) |
11,226 |
|
14,961 |
Fair value adjustments related to contingent consideration |
5,068 |
|
3,654 |
Acquisition-related expenses(d) |
498 |
|
5,998 |
Loss on disposal of assets(g) |
1,158 |
|
— |
EBITDA for economic interests in investments(l) |
(2,457) |
|
(1,020) |
Reorganization and restructuring expenses(e) |
5,837 |
|
253 |
Litigation expenses(f) |
4,350 |
|
(800) |
Costs associated with COVID-19, net of benefits received(i) |
2,317 |
|
1,362 |
Recovery from Take 5(n) |
(1,675) |
|
— |
Costs associated with the Take 5 Matter(j) |
99 |
|
723 |
Adjusted EBITDA |
$ 104,212 |
|
$ 108,322 |
Sales Segment |
Three Months Ended June 30, |
||
|
2023 |
|
2022 |
(in thousands) |
|
|
|
Operating income |
$ 7,123 |
|
$ 15,177 |
Add: |
|
|
|
Depreciation and amortization |
39,390 |
|
40,543 |
Equity-based compensation of Karman Topco L.P.(a) |
(580) |
|
(2,032) |
Stock-based compensation expense(b) |
6,313 |
|
9,171 |
Fair value adjustments related to contingent consideration |
3,804 |
|
6,090 |
Acquisition-related expenses(d) |
366 |
|
3,540 |
Loss on disposal of assets(g) |
1,710 |
|
— |
EBITDA for economic interests in investments(l) |
(2,415) |
|
(1,155) |
Reorganization and restructuring expenses(e) |
3,340 |
|
340 |
Litigation expenses (recovery)(f) |
4,350 |
|
(100) |
Costs associated with COVID-19, net of benefits received(i) |
277 |
|
179 |
Sales Segment Adjusted EBITDA |
$ 63,678 |
|
$ 71,753 |
8
Marketing Segment |
Three Months Ended June 30, |
||
|
2023 |
|
2022 |
(in thousands) |
|
|
|
Operating income |
$ 15,148 |
|
$ 13,089 |
Add: |
|
|
|
Depreciation and amortization |
17,348 |
|
17,901 |
Equity-based compensation of Karman Topco L.P.(a) |
(638) |
|
(1,487) |
Stock-based compensation expense(b) |
4,913 |
|
5,790 |
Fair value adjustments related to contingent consideration |
1,264 |
|
(2,436) |
Acquisition-related expenses(d) |
132 |
|
2,458 |
Loss on disposal of assets(g) |
(552) |
|
— |
EBITDA for economic interests in investments(l) |
(42) |
|
135 |
Reorganization and restructuring expenses(e) |
2,497 |
|
(87) |
Litigation recovery(f) |
— |
|
(700) |
Costs associated with COVID-19, net of benefits received(i) |
2,040 |
|
1,183 |
Recovery from Take 5(n) |
(1,675) |
|
— |
Costs associated with the Take 5 Matter(j) |
99 |
|
723 |
Marketing Segment Adjusted EBITDA |
$ 40,534 |
|
$ 36,569 |
(a) |
Represents expenses related to (i) equity-based compensation expense associated with grants of Common Series D Units of Topco made to one of the equity holders of Topco and (ii) equity-based compensation expense associated with the Common Series C Units of Topco. |
(b) |
Represents non-cash compensation expense related to the 2020 Incentive Award Plan and the 2020 Employee Stock Purchase Plan. |
(c) |
Represents adjustments to the estimated fair value of our contingent consideration liabilities related to our acquisitions. For additional information see the condensed financial statements and footnotes to be included in the Company Form 10-Q filing for the three and six months ended June 30, 2023 and 2022. |
(d) |
Represents fees and costs associated with activities related to our acquisitions and related reorganization activities, including professional fees, due diligence, and integration activities. |
(e) |
Represents fees and costs associated with various internal reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs. |
(f) |
Represents legal settlements, reserves, and expenses that are unusual or infrequent costs associated with our operating activities. |
(g) |
Represents losses on disposal of assets related to divestitures and losses on sale of businesses and assets held for sale, less cost to sell. |
(h) |
Represents the amortization of intangible assets recorded in connection with the 2014 Topco Acquisition and our other acquisitions. |
(i) |
Represents (i) costs related to implementation of strategies for workplace safety in response to COVID-19, including additional sick pay for front-line associates and personal protective equipment; and (ii) benefits received from government grants for COVID-19 relief. |
(j) |
Represents costs associated with the Take 5 Matter, primarily, professional fees and other related costs. |
(k) |
Represents the tax provision or benefit associated with the adjustments above, taking into account the Company’s applicable tax rates, after excluding adjustments related to items that do not have a related tax impact. |
(l) |
Represents additions to reflect our proportional share of Adjusted EBITDA related to our equity method investments and reductions to remove the Adjusted EBITDA related to the minority ownership percentage of the entities that we fully consolidate in our financial statements. |
(m) |
Represents a gain associated with the repurchases from the Term Loan Facility during the three months ended June 30, 2023. For additional information, see the condensed financial statements and footnotes to be included in the Company Form 10-Q filing for the three and six months ended June 30, 2023 and 2022.
|
(n) |
Represents cash receipts from an insurance policy for claims related to the Take 5 Matter. |
9
Advantage Solutions Inc.
Disaggregated revenues
(Unaudited)
|
Three Months Ended June 30, |
||
|
2023 |
|
2022 |
(in thousands) |
|
|
|
Sales brand-centric services |
$ 346,763 |
|
$ 332,874 |
Sales retail-centric services |
253,065 |
|
271,258 |
Total sales revenues |
599,828 |
|
604,132 |
Marketing brand-centric services |
135,312 |
|
136,340 |
Marketing retail-centric services |
301,915 |
|
240,604 |
Total marketing revenues |
437,227 |
|
376,944 |
Total revenues |
$ 1,037,055 |
|
$ 981,076 |
10
Advantage Solutions Inc.
Reconciliation of Total Debt to Net Debt
(Unaudited)
|
June 30, |
|
December 31, |
|
June 30, |
|||
(in millions) |
2023 |
|
2022 |
|
2022 |
|||
Current portion of long-term debt |
$ |
15.5 |
|
$ |
14.0 |
|
$ |
59.8 |
Long-term debt, net of current portion |
|
1,966.2 |
|
|
2,022.8 |
|
|
2,026.0 |
Less: Debt issuance costs |
|
(38.1) |
|
|
(42.4) |
|
|
(45.4) |
Total Debt |
|
2,019.8 |
|
|
2,079.2 |
|
|
2,131.2 |
Less: Cash and cash equivalents |
|
164.7 |
|
|
120.7 |
|
|
115.8 |
Total Net Debt |
$ |
1,855.1 |
|
$ |
1,958.5 |
|
$ |
2,015.4 |
Contacts:
Sean Choksi
sean.choksi@advantagesolutions.net
11
ADVANTAGE SOLUTIONS INC. Earnings Presentation August 4, 2023
Disclaimer Forward-Looking Statements Certain statements in this presentation may be considered forward-looking statements within the meaning of the federal securities laws, including statements regarding the expected future performance of Advantage's business. Forward-looking statements generally relate to future events or Advantage’s future financial or operating performance. These forward-looking statements generally are identified by the words “may”, “should”, “could”, “expect”, “intend”, “will”, “would”, “estimate”, “anticipate”, “believe”, “predict”, “confident”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Advantage and its management at the time of such statements, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, market-driven wage changes or changes to labor laws or wage or job classification regulations, including minimum wage; the COVID-19 pandemic and the measures taken in response thereto; the availability, acceptance, administration and effectiveness of any COVID-19 vaccine; Advantage’s ability to continue to generate significant operating cash flow; client procurement strategies and consolidation of Advantage’s clients’ industries creating pressure on the nature and pricing of its services; consumer goods manufacturers and retailers reviewing and changing their sales, retail, marketing, and technology programs and relationships; Advantage’s ability to successfully develop and maintain relevant omni-channel services for our clients in an evolving industry and to otherwise adapt to significant technological change; Advantage’s ability to maintain proper and effective internal control over financial reporting in the future; potential and actual harms to Advantage’s business arising from the Take 5 Matter; Advantage’s substantial indebtedness and our ability to refinance at favorable rates; and other risks and uncertainties set forth in the section titled “Risk Factors” in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 1, 2023, and in its other filings made from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Advantage assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Non-GAAP Financial Measures and Related Information This presentation includes certain financial measures not presented in accordance with generally accepted accounting principles (“GAAP”), Adjusted EBITDA and Net Debt. These are not measures of financial performance calculated in accordance with GAAP and may exclude items that are significant in understanding and assessing Advantage’s financial results. Therefore, the measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP, and should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that Advantage’s presentation of these measures may not be comparable to similarly-titled measures used by other companies. Reconciliations of historical non-GAAP measures to their most directly comparable GAAP counterparts are included below. Advantage believes these non-GAAP measures provide useful information to management and investors regarding certain financial and business trends relating to Advantage’s financial condition and results of operations. Advantage believes that the use of Adjusted EBITDA and Net Debt provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing Advantage’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. Additionally, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore Advantage’s non-GAAP measures may not be directly comparable to similarly titled measures of other companies. Adjusted EBITDA means net (loss) income before (i) interest expense, net, (ii) provision for (benefit from) income taxes, (iii) depreciation, (iv) impairment of goodwill and indefinite-lived assets, (v) amortization of intangible assets, (vi) equity-based compensation of Karman Topco L.P., (vii) changes in fair value of warrant liability, (viii) stock based compensation expense, (ix) fair value adjustments of contingent consideration related to acquisitions, (x) acquisition-related expenses, (xi) loss on disposal of assets (xii) costs associated with COVID-19, net of benefits received, (xiii) EBITDA for economic interests in investments, (xiv) reorganization and restructuring expenses, (xv) litigation expenses (recovery), (xvi) recovery from Take 5, (xvii) costs associated with the Take 5 Matter and (xviii) other adjustments that management believes are helpful in evaluating our operating performance. Net Debt represents the sum of current portion of long-term debt and long-term debt, less cash and cash equivalents and debt issuance costs. With respect to Net Debt, cash and cash equivalents are subtracted from the GAAP measure, total debt, because they could be used to reduce the debt obligations. We present Net Debt because we believe this non-GAAP measure provides useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and to evaluate changes to the Company's capital structure and credit quality assessment. The Company has presented the financial data for the last twelve-month (“LTM”) period ended June 30, 2023 by adding the unaudited results of operations for the six-month period ended June 30, 2023 to its audited results of operations for the year ended December 31, 2022 and then subtracting the unaudited results of operations for the six- month period ended June 30, 2022. The financial data for the LTM period ended June 30, 2023 does not comply with GAAP. Due to rounding, numbers presented throughout this document may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.
Q2 Key Messages Strong quarterly revenues of $1 billion, an increase of approximately 6% year-over-year Slow improvements in macroeconomic environment Moderating inflationary rates, despite continued tightness in labor supply Made approximately 1,000 net new hires in the quarter Generated $119M of adjusted unlevered free cash flow in Q2, representing 114% of Adj. EBITDA Advantage expects to continue to be disciplined and opportunistic in our capital allocation strategy to maximize returns for our equity holders, including continuing to deleverage our balance sheet (as of June 30, 2023, we reduced net leverage to ~4.3x) Made ~$52M voluntary repayment of term loan during Q2 (~85% of debt is hedged or at a fixed interest rate) Reiterating 2023 Adjusted EBITDA outlook of $400M – $420M (including completed divestitures) Realization of price increases and continued rebuild of in-store sampling and demonstration program Additional investment behind technology modernization and best-in-class talent management initiatives Preparing to release results from our Advantage Outlook Report, which will provide insights into the operating environment for brands and retailers over the next 6-12 months; survey results reveal industry trends that continue to drive demand for Advantage’s services Team is continuing to develop strategic plan to maximize company’s full potential via strengthening culture, simplifying business, improving financial discipline and enhancing processes
Note: Please see the appendix for a reconciliation of non-GAAP financial measures to most directly comparable GAAP measures. Totals may not add due to rounding. Total Advantage Sales Segment Marketing Segment Revenues Adjusted EBITDA Q2 Financial Results $ in millions. $ in millions. % margin % margin % margin (4)% (11)% 11% 6% (1)% 16% Y/Y growth Y/Y growth Y/Y growth Y/Y growth Y/Y growth Y/Y growth
HEALTHY Revenue TRENDS ACROSS SEGMENTS IN Q2 In-Store sampling and Demonstration Event Count +24% YoY Sales Segment Marketing Segment Increase in retail merchandising services, realization of pricing and growth in European joint venture Completed divestiture of third-party reselling business Impact of intentional and previously anticipated client exit In-store sampling and demonstration event counts up ~24% year-over-year, approximately ~78% of 2019 levels Successful realization of price increases Digital services continue to be a headwind, but starting to show signs of stabilization
Total Debt of $2.0 billion(1) Leverage at around 4.3x net debt(1) to LTM June Adjusted EBITDA No meaningful maturities for the next 4+ years Debt Capitalization: Equity capitalization as of June 30, 2023: 324,481,143 Class A Common shares outstanding 1,610,014 Treasury shares outstanding 18,578,321 Warrants with a $11.50 exercise price per share 28,307,799 RSUs and PSUs(4) 17,570,000 Options Capitalization Summary Net debt is a non-GAAP financial measure and includes Other Debt of approximately $7M. For a reconciliation of net debt to total debt, the most directly comparable GAAP counterpart, please see the appendix attached hereto. First Lien Term Loan rate subject to 0.75% SOFR floor. First Lien Term Loan that amortizes at 1% per annum, paid quarterly. Illustratively showing full $1,238 million obligation in 2027E maturity, including $500 million of borrowing capacity of Revolving Credit Facility. PSUs represent the number of underlying shares that would be issued at Target performance levels. $ in millions Maturity Rate Outstanding First Lien Term Loan 2027 S+4.50%(2) $1,238 Senior Secured Notes 2028 6.50% 775 Other Debt 7 Total Gross Debt $2,020 Less: Cash and Cash Equivalents (165) Total Net Debt1 $1,855 1L Term Loan Sr. Secured Notes (3) $1,738 ~85% of debt is hedged or at fixed interest rate $ in millions
Non-GAAP Reconciliation
Non-GAAP Reconciliation (1/6) Three Months Ended Consolidated June 30, 2023 2022 Total Company (in thousands) Net (loss) income $ (7,846) $ 3,676 Add: Interest expense, net 30,459 28,188 (Benefit from) provision for income taxes (416) 1,316 Depreciation and amortization 56,738 58,444 Equity based compensation of Topco(1) (1,218) (3,519) Change in fair value of warrant liability 74 (4,914) Stock based compensation expense(2) 11,226 14,961 Fair value adjustments related to contingent consideration related to acquisitions(3) 5,068 3,654 Acquisition-related expenses(4) 498 5,998 Disposal of assets and adjustments to assets held for sale(5) 1,158 — EBITDA for economic interests in investments(6) (2,457) (1,020) Reorganization and restructuring expenses(7) 5,837 253 Litigation expenses (recovery)(8) 4,350 (800) Costs associated with COVID-19, net of benefits received(9) 2,317 1,362 Recovery from Take 5(14) (1,675) — Costs associated with the Take 5 Matter(10) 99 723 Adjusted EBITDA $ 104,212 $ 108,322 Three Months Ended June 30, 2023 2022 (amounts in thousands) Numerator - Revenues $ 1,037,055 $ 981,076 Denominator - Adjusted EBITDA $ 104,212 $ 108,322 Adjusted EBITDA Margin 10.0% 11.0%
Non-GAAP Reconciliation (2/6) Three Months Ended June 30, 2023 2022 Sales Segment (in thousands) Operating income $ 7,123 $ 15,177 Add: Depreciation and amortization 39,390 40,543 Equity based compensation of Topco(1) (580) (2,032) Stock based compensation expense(2) 6,313 9,171 Fair value adjustments related to contingent consideration related to acquisitions(3) 3,804 6,090 Acquisition-related expenses(4) 366 3,540 Disposal of assets and adjustments to assets held for sale(5) 1,710 — EBITDA for economic interests in investments(6) (2,415) (1,155) Reorganization and restructuring expenses(7) 3,340 340 Litigation expenses (recovery)(8) 4,350 (100) Costs associated with COVID-19, net of benefits received(9) 277 179 Sales Segment Adjusted EBITDA $ 63,678 $ 71,753 Three Months Ended June 30, 2023 2022 Marketing Segment (in thousands) Operating income $ 15,148 $ 13,089 Add: Depreciation and amortization 17,348 17,901 Equity based compensation of Topco(1) (638) (1,487) Stock based compensation expense(2) 4,913 5,790 Fair value adjustments related to contingent consideration related to acquisitions(3) 1,264 (2,436) Acquisition-related expenses(4) 132 2,458 Disposal of assets and adjustments to assets held for sale(5) (552) — EBITDA for economic interests in investments(6) (42) 135 Reorganization and restructuring expenses(7) 2,497 (87) Litigation recovery(8) — (700) Costs associated with COVID-19, net of benefits received(9) 2,040 1,183 Recovery from Take 5(14) (1,675) — Costs associated with the Take 5 Matter(10) 99 723 Marketing Segment Adjusted EBITDA $ 40,534 $ 36,569
Non-GAAP Reconciliation (3/6) Three Months Ended Consolidated September 30, December 31, March 31, June 30, 2022 2022 2023 2023 Total Company (in thousands) Net (loss) income $ 23,227 $ (1,421,729) $ (47,678) $ (7,846) Add: Interest expense, net 23,557 40,831 47,191 30,459 Provision for (benefit from) income taxes 1,158 (156,860) (7,696) (416) Depreciation and amortization 57,785 59,078 57,104 56,738 Impairment of goodwill and indefinite-lived assets — 1,572,523 — — Equity based compensation of Topco(1) (828) 208 (2,269) (1,218) Change in fair value of warrant liability (1,100) 220 (73) 74 Stock based compensation expense(2) 7,174 9,919 11,210 11,226 Fair value adjustments related to contingent consideration related to acquisitions(3) (340) (674) 4,292 5,068 Acquisition-related expenses(4) 4,260 4,059 2,432 498 Disposal of assets and adjustments to assets held for sale(5) — — 16,497 1,158 EBITDA for economic interests in investments(6) (2,474) (5,342) (1,185) (2,457) Reorganization and restructuring expenses(7) 3,562 1,636 11,148 5,837 Litigation expenses (recovery)(8) — 6,157 — 4,350 Costs associated with COVID-19, net of benefits received(9) 2,009 2,263 1,017 2,317 Recovery from Take 5(14) — — — (1,675) Costs associated with the Take 5 Matter(10) 278 377 80 99 Adjusted EBITDA $ 118,268 $ 112,666 $ 92,070 $ 104,212
Non-GAAP Reconciliation (4/6) Six months Ended Three months Ended Three months Ended Six months Ended Three months Ended Three months Ended June 30, 2023 June 30, 2023 March 31, 2023 June 30, 2022 June 30, 2022 March 31, 2022 (in thousands) Net cash provided by (used in) operating activities $ 104,990 $ 61,904 $ 43,086 $ 29,992 $ 53,947 $ (23,955) Add (Less): Purchases of property and equipment (18,552) (11,274) (7,278) (21,533) (11,094) (10,439) Cash payments for interest 85,282 56,651 28,631 74,591 56,075 18,516 Cash payments for income taxes 19,135 15,255 3,880 17,565 12,313 5,252 Cash received from interest rate derivatives (12,961) (6,944) (6,017) — — — Cash paid for acquisition-related expenses(11) 1,985 777 1,208 13,279 7,992 5,287 Cash paid for reorganization and restructuring expenses(12) 4,485 1,226 3,259 1,650 303 1,347 Cash paid for costs associated with COVID-19, net of benefits received(13) 3,334 2,317 1,017 2,936 1,362 1,574 Net effect of foreign currency fluctuations on cash 1,494 193 1,301 (6,603) (5,118) (1,485) Cash paid for costs associated with the Take 5 Matter (recovery from)(14) (1,496) (1,576) 80 1,810 723 1,087 Adjusted Unlevered Free Cash Flow $ 187,696 $ 118,529 $ 69,167 $ 113,687 $ 116,503 $ (2,816) Six months Ended Three months Ended Three months Ended Six months Ended Three months Ended Three months Ended June 30, 2023 June 30, 2023 March 31, 2023 June 30, 2022 June 30, 2022 March 31, 2022 (amounts in thousands) Numerator - Adjusted Unlevered Free Cash Flow $ 187,696 $ 118,529 $ 69,167 $ 113,687 $ 116,503 $ (2,816) Denominator - Adjusted EBITDA 196,282 104,212 92,070 205,061 108,322 96,739 Unlevered Free Cash Flow as a percentage of Adjusted EBITDA 95.6% 113.7% 75.1% 55.4% 107.6% NM
Non-GAAP Reconciliation (5/6) June 30, December 31, June 30, (in millions) 2023 2022 2022 Current portion of long-term debt $ 15.5 $ 14.0 $ 59.8 Long-term debt, net of current portion 1,966.2 2,022.8 2,026.0 Less: Debt issuance costs (38.1) (42.4) (45.4) Total Debt 2,019.8 2,079.2 2,131.2 Less: Cash and cash equivalents 164.7 120.7 115.8 Total Net Debt $ 1,855.1 $ 1,958.5 $ 2,015.4
Non-GAAP Reconciliation (6/6) Note: Numerical figures included in this slide have been subject to rounding adjustments Represents expenses related to (i) equity-based compensation expense associated with grants of Common Series D Units of Karman Topco L.P. (“Topco”) made to one of the equity holders of Topco and (ii) equity-based compensation expense associated with the Common Series C Units of Topco. Represents non-cash compensation expense related to the 2020 Incentive Award Plan and the 2020 Employee Stock Purchase Plan. Represents adjustments to the estimated fair value of our contingent consideration liabilities related to our acquisitions. Represents fees and costs associated with activities related to our acquisitions and related reorganization activities including professional fees, due diligence, and integration activities. Represents losses on disposal of assets related to divestitures and losses on sale of businesses and classification of assets held for sale, less cost to sell. Represents additions to reflect our proportional share of Adjusted EBITDA related to our equity method investments and reductions to remove the Adjusted EBITDA related to the minority ownership percentage of the entities that we fully consolidate in our financial statements. Represents fees and costs associated with various internal reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs. Represents legal settlements, reserves, and expenses that are unusual or infrequent costs associated with our operating activities. Represents (a) costs related to implementation of strategies for workplace safety in response to COVID-19, including additional sick pay for front-line associates and personal protective equipment; and (b) benefits received from government grants for COVID-19 relief. Represents costs associated with the Take 5 Matter, primarily, professional fees and other related costs. Represents cash paid for fees and costs associated with activities related to our acquisitions and reorganization activities including professional fees, due diligence, and integration activities. Represents cash paid for fees and costs associated with various reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs. Represents cash paid or (cash received) for (a) costs related to implementation of strategies for workplace safety in response to COVID-19, including additional sick pay for front-line associates and personal protective equipment; and (b) benefits received from government grants for COVID-19 relief. Represents cash paid for costs associated with the Take 5 Matter, primarily, professional fees and other related costs and (cash received) from an insurance policy for claims related to the Take 5 Matter.
Thank You