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
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
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8001 |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (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 May 9, 2024, Advantage Solutions Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2024. 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 May 9, 2024, at 8:30 a.m. ET, the Company will host a conference call announcing its financial results for the three months ended March 31, 2024. 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 May 9, 2024. |
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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: |
May 9, 2024 |
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ADVANTAGE SOLUTIONS INC. |
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By: |
/s/ Christopher Growe |
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Christopher Growe |
Advantage Solutions Reports First Quarter Results with New Reporting Segments and Reaffirms its 2024 Outlook
ST. LOUIS, May 9, 2024 – Advantage Solutions Inc. (NASDAQ: ADV) (“Advantage,” “Advantage Solutions,” the “Company,” “we,” or “our”), a leading business solutions provider to consumer goods manufacturers and retailers, today reported financial results for its first quarter ended March 31, 2024.
“I applaud our team for delivering financial results that were in line with our plan despite soft market conditions, higher-than-expected costs, and planned investments to enhance our capabilities,” said Advantage Solutions CEO Dave Peacock. “We remain on track to achieve our financial objectives in 2024.”
“We’re complementing our market expertise and unmatched insights with investments across technology and talent to bring more precision, speed, and efficiency to our commercial capabilities,” Peacock said. “We have a talented and dedicated team ready to take Advantage to a new level of service excellence for a higher return on investment that can generate significant value for our clients and shareholders.”
New Reporting Segments
Effective January 1, 2024, management revised the reportable segments of the Company to be Branded Services, Experiential Services, and Retailer Services.
First Quarter 2024 Highlights Compared to the First Quarter of 2023
Unless otherwise stated, the consolidated financial results reflect continuing and discontinued operations.
Revenues
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Three Months Ended March 31, |
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Change |
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(amounts in thousands) |
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2024 |
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2023 |
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$ |
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% |
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Branded Services |
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$ |
344,529 |
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$ |
444,862 |
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$ |
(100,333 |
) |
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(22.6 |
%) |
Experiential Services |
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307,351 |
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257,167 |
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50,184 |
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19.5 |
% |
Retailer Services |
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227,123 |
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242,353 |
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(15,230 |
) |
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(6.3 |
%) |
Total revenues from continuing operations |
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$ |
879,003 |
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$ |
944,382 |
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$ |
(65,379 |
) |
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(6.9 |
%) |
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Three Months Ended March 31, |
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Change |
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(amounts in thousands) |
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2024 |
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2023 |
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$ |
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% |
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Branded Services |
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$ |
19,171 |
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$ |
62,740 |
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$ |
(43,569 |
) |
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(69.4 |
%) |
Experiential Services |
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5,984 |
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3,007 |
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2,977 |
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99.0 |
% |
Retailer Services |
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1,888 |
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1,854 |
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34 |
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1.8 |
% |
Total revenues from discontinued operations |
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$ |
27,043 |
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$ |
67,601 |
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$ |
(40,558 |
) |
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(60.0 |
%) |
Adjusted EBITDA by Segment
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Three Months Ended March 31, |
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Change |
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(amounts in thousands) |
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2024 |
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2023 |
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$ |
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% |
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Branded Services |
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$ |
41,400 |
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$ |
61,193 |
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$ |
(19,793 |
) |
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(32.3 |
%) |
Experiential Services |
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17,125 |
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6,862 |
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10,263 |
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149.6 |
% |
Retailer Services |
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20,235 |
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24,015 |
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(3,780 |
) |
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(15.7 |
%) |
Total Adjusted EBITDA |
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$ |
78,760 |
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$ |
92,070 |
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$ |
(13,310 |
) |
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(14.5 |
%) |
Total revenues declined 10% to $906 million and increased by approximately 1%, excluding the impact of foreign exchange, divestitures, and pass-through costs, which were approximately $135 million and $110 million in 1Q’24 and 1Q’23, respectively.
The decline in revenues for Branded Services was driven primarily by revenues in the prior year associated with divested businesses and the European joint venture, which was deconsolidated in 4Q’23. Pass-through costs in 1Q’24 and 1Q’23 were $50 million and $41 million, respectively. Excluding these items and the impact of foreign exchange, revenues declined by approximately 3%. Additionally, revenues were adversely impacted by intentional client exits as well as soft market conditions that resulted in a decline in client orders and the timing of shipments to retail. This was partially offset by growth in omni-commerce marketing services.
Revenue growth for Experiential Services was driven by increased events per day and price realization. Excluding pass-through costs in 1Q’24 and 1Q’23 of approximately $85 million and $69 million, respectively, the year-over-year revenue growth was approximately 20%.
Retailer Services reported an approximately 6% decline in revenues partly due to the earlier timing for the Easter Holiday and a challenging comparison with the prior year. Partially offsetting the decline were increased activities associated with agency-related services and price realization in the quarter.
Operating income was $31.3 million, an increase of $39.6 million due to a gain on the divestiture of the foodservice business in 1Q’24 compared to a non-cash loss on disposal of assets and reorganization charges in both periods. Operating income was reduced by inflationary cost pressures related to wages and incentive compensation, which were not fully offset by price realization and costs related to internal reorganization activities. Investments in support services and technology solutions increased SG&A in 1Q’24.
Adjusted EBITDA was in line with management expectations, led by better-than-expected performance by Experiential Services and solid performance by Retailer Services. These favorable results helped to offset the adverse effects of high wage inflation that were not fully covered by price realization, soft market conditions, and planned client exits affecting Branded Services. Additionally, heavy investments were required to implement the company’s transformation strategy and support talent and technology development.
Reported net loss was $3.1 million compared to a net loss of $47.7 million in the prior year, which included the gain from the business sale and non-cash loss noted above.
Capital Structure and Balance Sheet Highlights
The Company continued to evaluate its service offerings, consistent with its stated strategy, to ensure more focus on its mission of converting shoppers into buyers for consumer goods companies and retailers. As part of that process, Advantage Solutions announced the sale of Adlucent, a performance media agency, to BarkleyOKRP. The transaction
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closed on May 1, 2024, and terms were not disclosed. Management expects to use the proceeds to further reduce debt consistent with the long-term objective of reducing net debt to Adjusted EBITDA to less than 3.5 times.
In the first quarter, the Company voluntarily repurchased $51 million of its senior secured notes at attractive discounts. The net leverage ratio was approximately 4.2x Adjusted EBITDA as of March 31, 2024. Approximately 89% of the debt outstanding is hedged or at a fixed interest rate.
The Company repurchased approximately five million of its outstanding shares since the start of the year pursuant to its stock repurchase program, including approximately two million shares in April 2024. These purchases are consistent with Advantage’s capital allocation philosophy to maximize returns for equity holders, including deleveraging its balance sheet and investing behind core business offerings to fuel future growth.
Capital expenditures were $16.2 million, slightly below expectations due to timing. These investments are focused on modernizing, transforming, and differentiating Advantage Solutions for future growth. Unlevered free cash flow was $39.1 million, or approximately 50% of Adjusted EBITDA. The efficient conversion of earnings into cash is a priority for the Company.
Fiscal Year 2024 Outlook
Management reaffirms its outlook for 2024 with revenues and Adjusted EBITDA growth in the range of low single digits, excluding the in-year impact of the completed divestitures on the 2023 results. Management plans to execute additional simplification objectives in 2024, including activities related to improving operating efficiencies and investments behind the business from a talent and technology perspective. As a result, capital expenditures are expected to be $90 million to $110 million, with a tapering in the spending planned for 2025 and a return to historical spending levels in 2026. Additional guidance metrics can be found in the Company’s supplemental earnings presentation.
Conference Call Details
Advantage will host a conference call at 8:30 am EDT on May 9, 2024 to discuss its first quarter 2024 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 call will also be accessible live via audio broadcast on the Investor Relations section of the Advantage website at ir.advantagesolutions.net.
A conference call replay 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 13745396.
About Advantage Solutions
Advantage Solutions is a leading provider of outsourced sales, experiential and marketing solutions 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, omni-channel 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. Advantage has offices throughout North America and strategic investments in select markets throughout Africa, Asia, Australia, Latin America 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 months ended March 31, 2024. These financial statements should be read in conjunction with the information contained in the Company’s Quarterly Report on Form 10-Q, to be filed with the Securities and Exchange Commission (the "SEC") on or about May 10, 2024.
Forward-Looking Statements
Certain statements in this press release may be considered forward-looking statements within the meaning of the federal securities laws, including statements regarding the expected future performance of Advantage's business and projected financial results. Forward-looking statements generally relate to future events or Advantage’s future financial or operating performance. These forward-looking statements generally are identified by the words “may”, “should”, “expect”, “intend”, “will”, “would”, “could”, “estimate”, “anticipate”, “believe”, “predict”, “confident”, “potential” or “continue”, or the negatives
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of these terms or variations of them or similar terminology. Such forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Advantage and its management at the time of such statements, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, market-driven wage changes or changes to labor laws or wage or job classification regulations, including minimum wage; the COVID-19 pandemic and other future potential pandemics or health epidemics; Advantage’s ability to continue to generate significant operating cash flow; client procurement strategies and consolidation of Advantage’s clients’ industries creating pressure on the nature and pricing of its services; consumer goods manufacturers and retailers reviewing and changing their sales, retail, marketing and technology programs and relationships; Advantage’s ability to successfully develop and maintain relevant omni-channel services for our clients in an evolving industry and to otherwise adapt to significant technological change; Advantage’s ability to maintain proper and effective internal control over financial reporting in the future; potential and actual harms to Advantage’s business arising from the Take 5 Matter; Advantage’s substantial indebtedness and our ability to refinance at favorable rates; and other risks and uncertainties set forth in the section titled “Risk Factors” in the Annual Report on Form 10-K filed by the Company with the SEC on March 1, 2024, and in its other filings made from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Advantage 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, Adjusted EBITDA by Segment, Adjusted Unlevered Free Cash Flow and Net Debt. These are not measures of financial performance calculated in accordance with GAAP and may exclude items that are significant in understanding and assessing Advantage’s financial results. Therefore, the measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP, and should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that Advantage’s presentation of these measures may not be comparable to similarly titled measures used by other companies. Reconciliations of historical non-GAAP measures to their most directly comparable GAAP counterparts are included below.
Advantage believes these non-GAAP measures provide useful information to management and investors regarding certain financial and business trends relating to Advantage’s financial condition and results of operations. Advantage believes that the use of Adjusted EBITDA, Adjusted EBITDA by Segment, Adjusted Unlevered Free Cash Flow, 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, inclusive of continuing and discontinuing operations, 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) gain on deconsolidation of subsidiaries, (vii) (gain) loss on divestitures, (viii) equity-based compensation of Karman Topco L.P., (ix) changes in fair value of warrant liability, (x) stock based compensation expense, (xi) fair value adjustments of contingent consideration related to acquisitions, (xii) acquisition and divestiture related expenses, (xiii) costs associated with COVID-19, net of benefits received, (xiv) EBITDA for economic interests in investments, (xv) reorganization expenses, (xvi) litigation expenses, (xvii) costs associated with (recovery from) the Take 5 Matter and (xviii) other adjustments that management believes are helpful in evaluating our operating performance.
Adjusted EBITDA by Segment means operating income from continuing operations plus operating income from discontinued operations before (i) depreciation, (ii) impairment of goodwill and indefinite-lived assets, (iii) gain on deconsolidation of subsidiaries, (iv) (gain) loss on divestitures, (v) equity-based compensation of Karman Topco L.P.,
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(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 and divestitures related expenses, (x) costs associated with COVID-19, net of benefits received, (xi) EBITDA for economic interests in investments, (xii) reorganization expenses, (xiii) litigation expenses, (xiv) costs associated with (recovery from) the Take 5 Matter and (xv) other adjustments that management believes are helpful in evaluating our operating performance.
Adjusted Unlevered Free Cash Flow represents net cash provided by (used in) operating activities less purchase of property and equipment as disclosed in the Statements of Cash Flows further adjusted by (i) cash paid for income taxes; (ii) cash paid for acquisition and divestiture related expenses; (iii) cash paid for reorganization expenses; (iv) cash paid for costs associated with COVID-19, net of benefits received; (v) net effect of foreign currency fluctuations on cash; (vi) cash paid for costs associated with the Take 5 Matter; and (vii) other adjustments that management believes are helpful in evaluating our operating performance. Adjusted Unlevered Free Cash Flow as a percentage of Adjusted EBITDA means Adjusted Unlevered Free Cash Flow divided by Adjusted EBITDA.
Net Debt represents the sum of the 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 2024 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.
5
Advantage Solutions Inc.
Consolidated Statements of Operations and Comprehensive (Loss) Income
(Unaudited)
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Three Months Ended March 31, |
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(in thousands, except share and per share data) |
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2024 |
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2023 |
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Revenues |
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$ |
879,003 |
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$ |
944,382 |
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Cost of revenues (exclusive of depreciation and |
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763,872 |
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826,855 |
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Selling, general, and administrative expenses |
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89,664 |
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56,289 |
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Depreciation and amortization |
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51,540 |
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54,494 |
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Income from unconsolidated investments |
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689 |
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— |
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Total operating expenses |
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905,765 |
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937,638 |
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Operating (loss) income from continuing operations |
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(26,762 |
) |
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6,744 |
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Other expenses (income): |
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Change in fair value of warrant liability |
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287 |
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(73 |
) |
Interest expense, net |
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35,761 |
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47,165 |
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Total other expenses |
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36,048 |
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47,092 |
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Loss from continuing operations before income taxes |
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(62,810 |
) |
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(40,348 |
) |
Benefit from income taxes for continuing operations |
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(13,703 |
) |
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(5,978 |
) |
Net loss from continuing operations |
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(49,107 |
) |
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(34,370 |
) |
Net income (loss) from discontinued operations, net of tax |
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45,992 |
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(13,308 |
) |
Net loss |
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(3,115 |
) |
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(47,678 |
) |
Less: net income (loss) from discontinued operations attributable to noncontrolling interest |
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2,192 |
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(91 |
) |
Net loss attributable to stockholders of Advantage Solutions Inc. |
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$ |
(5,307 |
) |
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$ |
(47,587 |
) |
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Net loss per common share: |
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Basic net loss per common share from continuing operations |
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$ |
(0.15 |
) |
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$ |
(0.11 |
) |
Basic net income (loss) per common share from discontinued operations |
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$ |
0.14 |
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$ |
(0.04 |
) |
Basic net loss per common share attributable to stockholders of Advantage Solutions Inc. |
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$ |
(0.02 |
) |
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$ |
(0.15 |
) |
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Diluted net loss per share: |
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Diluted net loss per common share from continuing operations |
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$ |
(0.15 |
) |
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$ |
(0.11 |
) |
Diluted net income (loss) per common share from discontinued operations |
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$ |
0.14 |
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$ |
(0.04 |
) |
Diluted net loss per common share attributable to stockholders of Advantage Solutions Inc. |
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$ |
(0.02 |
) |
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$ |
(0.15 |
) |
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Weighted-average number of common shares: |
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Basic |
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321,458,155 |
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321,135,117 |
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Diluted |
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321,458,155 |
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321,135,117 |
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Comprehensive (Loss) Income: |
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Net loss attributable to stockholders of Advantage Solutions Inc. |
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$ |
(5,307 |
) |
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$ |
(47,587 |
) |
Other comprehensive loss, net of tax: |
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Foreign currency translation adjustments |
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(2,717 |
) |
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|
1,524 |
|
Total comprehensive loss attributable to stockholders of Advantage Solutions Inc. |
|
$ |
(8,024 |
) |
|
$ |
(46,063 |
) |
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6
Advantage Solutions Inc.
Reconciliation of Net Income (Loss) to Adjusted EBITDA
(Unaudited)
Consolidated |
Three Months Ended |
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2024 |
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2023 |
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(in thousands) |
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Net loss |
$ |
(3,115 |
) |
|
$ |
(47,678 |
) |
Add: |
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||
Interest expense, net |
|
35,793 |
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|
47,191 |
|
Benefit from income taxes |
|
(1,628 |
) |
|
|
(7,696 |
) |
Depreciation and amortization |
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52,356 |
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|
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57,104 |
|
Equity-based compensation of Karman Topco L.P.(a) |
|
392 |
|
|
|
(2,269 |
) |
Change in fair value of warrant liability |
|
287 |
|
|
|
(73 |
) |
Fair value adjustments related to contingent consideration |
|
689 |
|
|
|
4,292 |
|
Acquisition and divestiture related expenses(c) |
|
1,319 |
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|
2,432 |
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(Gain) loss on divestitures |
|
(57,016 |
) |
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|
16,497 |
|
Reorganization expenses(d) |
|
37,126 |
|
|
|
11,148 |
|
Litigation expenses(e) |
|
284 |
|
|
|
— |
|
Costs associated with COVID-19, net of benefits received(f) |
|
— |
|
|
|
1,017 |
|
Costs associated with the Take 5 Matter(g) |
|
240 |
|
|
|
80 |
|
Stock-based compensation expense(h) |
|
7,220 |
|
|
|
11,210 |
|
EBITDA for economic interests in investments(i) |
|
4,813 |
|
|
|
(1,185 |
) |
Adjusted EBITDA |
$ |
78,760 |
|
|
$ |
92,070 |
|
Branded Services Segment |
Three Months Ended |
|
|||||
|
2024 |
|
|
2023 |
|
||
(in thousands) |
|
|
|
|
|
||
Operating (loss) income from continuing operations |
$ |
(16,776 |
) |
|
$ |
6,176 |
|
Operating income (loss) from discontinued operations |
|
52,681 |
|
|
|
(14,470 |
) |
Add: |
|
|
|
|
|
||
Depreciation and amortization |
|
34,254 |
|
|
|
39,530 |
|
Equity-based compensation of Karman Topco L.P.(a) |
|
498 |
|
|
|
(1,021 |
) |
Fair value adjustments related to contingent consideration |
|
689 |
|
|
|
4,292 |
|
Acquisition and divestiture related expenses(c) |
|
476 |
|
|
|
1,125 |
|
(Gain) loss on divestitures |
|
(57,016 |
) |
|
|
16,497 |
|
Reorganization expenses(d) |
|
18,777 |
|
|
|
6,545 |
|
Litigation expenses(e) |
|
191 |
|
|
|
— |
|
Costs associated with COVID-19, net of benefits received(f) |
|
— |
|
|
|
29 |
|
Costs associated with the Take 5 Matter(g) |
|
240 |
|
|
|
80 |
|
Stock-based compensation expense(h) |
|
2,283 |
|
|
|
3,685 |
|
EBITDA for economic interests in investments(i) |
|
5,103 |
|
|
|
(1,275 |
) |
Branded Services Segment Adjusted EBITDA |
$ |
41,400 |
|
|
$ |
61,193 |
|
Experiential Services Segment |
Three Months Ended |
|
|||||
|
2024 |
|
|
2023 |
|
||
(in thousands) |
|
|
|
|
|
||
Operating loss from continuing operations |
$ |
(5,027 |
) |
|
$ |
(4,678 |
) |
Operating income (loss) from discontinued operations |
|
5,504 |
|
|
|
(211 |
) |
Add: |
|
|
|
|
|
||
Depreciation and amortization |
|
9,921 |
|
|
|
9,065 |
|
Equity-based compensation of Karman Topco L.P.(a) |
|
(44 |
) |
|
|
(547 |
) |
Acquisition and divestiture expenses(c) |
|
315 |
|
|
|
392 |
|
Reorganization expenses(d) |
|
4,350 |
|
|
|
1,966 |
|
Litigation expenses (e) |
|
173 |
|
|
|
— |
|
Costs associated with COVID-19, net of benefits received(f) |
|
— |
|
|
|
912 |
|
Stock-based compensation expense(h) |
|
2,223 |
|
|
|
(101 |
) |
EBITDA for economic interests in investments(i) |
|
(290 |
) |
|
|
64 |
|
Experiential Services Segment Adjusted EBITDA |
$ |
17,125 |
|
|
$ |
6,862 |
|
7
Retailer Services Segment |
Three Months Ended |
|
|||||
|
2024 |
|
|
2023 |
|
||
(in thousands) |
|
|
|
|
|
||
Operating (loss) income from continuing operations |
$ |
(4,959 |
) |
|
$ |
5,246 |
|
Operating loss from discontinued operations |
|
(86 |
) |
|
|
(319 |
) |
Add: |
|
|
|
|
|
||
Depreciation and amortization |
|
8,181 |
|
|
|
8,509 |
|
Equity-based compensation of Karman Topco L.P.(a) |
|
(62 |
) |
|
|
(701 |
) |
Acquisition and divestiture related expenses(c) |
|
528 |
|
|
|
915 |
|
Reorganization expenses(d) |
|
13,999 |
|
|
|
2,637 |
|
Litigation recovery(e) |
|
(80 |
) |
|
|
— |
|
Costs associated with COVID-19, net of benefits received(f) |
|
— |
|
|
|
76 |
|
Stock-based compensation expense(h) |
|
2,714 |
|
|
|
7,626 |
|
EBITDA for economic interests in investments(i) |
|
— |
|
|
|
26 |
|
Retailer Services Segment Adjusted EBITDA |
$ |
20,235 |
|
|
$ |
24,015 |
|
8
Advantage Solutions Inc.
Adjusted Unlevered Free Cash Flow Reconciliation
(Unaudited)
|
|
Three Months Ended March 31, |
|
|
(in thousands) |
|
2024 |
|
|
Net cash (used in) provided by operating activities |
|
$ |
(8,894 |
) |
Less: |
|
|
|
|
Purchase of property and equipment |
|
|
(16,155 |
) |
Cash received from interest rate derivatives |
|
|
(7,969 |
) |
Add: |
|
|
|
|
Cash payments for interest |
|
|
30,838 |
|
Cash payments for income taxes |
|
|
3,727 |
|
Cash paid for acquisition and divestiture related expenses(k) |
|
|
551 |
|
Cash paid for reorganization expenses(l) |
|
|
34,323 |
|
Cash paid for contingent consideration included in operating activities(m) |
|
|
4,808 |
|
Cash paid for costs associated with COVID-19, net of benefits received(n) |
|
|
— |
|
Cash paid for costs associated with the Take 5 Matter(o) |
|
|
— |
|
Net effect of foreign currency fluctuations on cash |
|
|
(2,136 |
) |
Adjusted Unlevered Free Cash Flow |
|
$ |
39,093 |
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
|
2024 |
|
|
(amounts in thousands) |
|
|
|
|
Numerator - Adjusted Unlevered Free Cash Flow |
|
$ |
39,093 |
|
Denominator - Adjusted EBITDA |
|
|
78,760 |
|
Adjusted Unlevered Free Cash Flow as a percentage of Adjusted EBITDA |
|
|
49.6 |
% |
9
Advantage Solutions Inc.
Reconciliation of Total Debt to Net Debt
(Unaudited)
(amounts in millions) |
|
March 31, 2024 |
|
|
Current portion of long-term debt |
|
$ |
13.3 |
|
Long-term debt, net of current portion |
|
|
1,795.9 |
|
Debt classified as held for sale |
|
|
4.8 |
|
Less: Debt issuance costs |
|
|
(28.7 |
) |
Total Debt |
|
|
1,842.7 |
|
Less: Cash and cash equivalents |
|
|
112.3 |
|
Cash classified as held for sale |
|
|
5.3 |
|
Total Net Debt |
|
$ |
1,725.1 |
|
|
|
|
|
|
LTM Adjusted EBITDA (j) |
|
$ |
411.0 |
|
Net Debt / LTM Adjusted EBITDA ratio |
|
4.2x |
|
|
_______________________
(a) |
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. |
(b) |
Represents adjustments to the estimated fair value of our contingent consideration liabilities related to our acquisitions. |
(c) |
Represents fees and costs associated with activities related to our acquisitions, divestitures, and related reorganization activities, including professional fees, due diligence, and integration activities. |
(d) |
Represents fees and costs associated with various internal reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs. |
(e) |
Represents legal settlements, reserves, and expenses that are unusual or infrequent costs associated with our operating activities. |
(f) |
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. |
(g) |
Represents (i) cash receipts from an insurance policy for claims related to the Take 5 Matter; and (ii) costs associated with the Take 5 Matter, primarily, professional fees and other related costs. |
(h) |
Represents non-cash compensation expense related to the 2020 Incentive Award Plan and the 2020 Employee Stock Purchase Plan. |
(i) |
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. |
(j) |
Represents unaudited periods April 1, 2023 to March 31, 2024 to sum up to last twelve months of financials (summations are unaudited). |
(k) |
Represents cash paid for fees and costs associated with activities related to our acquisitions, divestitures and reorganization activities including professional fees, due diligence, and integration activities. |
(l) |
Represents cash paid for fees and costs associated with various reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs. |
(m) |
Represents cash paid included in operating cash flow for our contingent consideration liabilities related to our acquisitions. |
(n) |
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. |
(o) |
Represents cash paid for costs associated with the Take 5 Matter, primarily, professional fees and other related costs. |
|
|
Investor Contacts:
Ruben Mella
ruben.mella@advantagesolutions.net
Media Contacts:
Peter Frost
peter.frost@advantagesolutions.net
10
1Q 2024 Earnings Presentation May 9, 2024
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 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”, “guidance”, 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, or any future similar pandemic or health epidemic; 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, 2024, and in its other filings made from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Advantage 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, Adjusted EBITDA by Segment, Adjusted EBITDA margin, Revenues net of pass-through costs, Net Debt, Adjusted Unlevered Free Cash Flow and Adjusted Unlevered Free Cash Flow as a percentage of Adjusted EBITDA. 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, Adjusted EBITDA by Segment, Adjusted EBITDA margin, Revenues net of pass-through costs, Net Debt, Adjusted Unlevered Free Cash Flow and Adjusted Unlevered Free Cash Flow as a percentage of Adjusted EBITDA 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) gain on deconsolidation of subsidiaries, (vii) loss on divestitures, (viii) equity-based compensation of Karman Topco L.P., (ix) changes in fair value of warrant liability, (x) stock based compensation expense, (xi) fair value adjustments of contingent consideration related to acquisitions, (xii) acquisition and divestiture related expenses, (xiii) costs associated with COVID-19, net of benefits received, (xiv) EBITDA for economic interests in investments, (xv) reorganization expenses, (xvi) litigation expenses (recovery), (xvii) recovery from and costs associated with the Take 5 Matter and (xviii) other adjustments that management believes are helpful in evaluating our operating performance. Adjusted EBITDA by Segment means, with respect to the applicable operating segment, operating income from continuing operations plus operating income from discontinued operations before (i) depreciation, (ii) impairment of goodwill and indefinite-lived assets, (iii) gain on deconsolidation of subsidiaries, (iv) (gain) loss on divestitures, (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 and divestitures related expenses, (x) costs associated with COVID-19, net of benefits received, (xi) EBITDA for economic interests in investments, (xii) reorganization expenses, (xiii) litigation expenses, (xiv) costs associated with (recovery from) the Take 5 Matter and (xv) other adjustments that management believes are helpful in evaluating our operating performance, in each case, attributable to such segment. Adjusted EBITDA Margin with respect to the applicable operating segment, operating income from continuing operations plus operating income from discontinued operations means adjusting net (loss) income to exclude (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) gain on deconsolidation of subsidiaries, (vii) loss on divestitures, (viii) equity-based compensation of Karman Topco L.P., (ix) changes in fair value of warrant liability, (x) stock based compensation expense, (xi) fair value adjustments of contingent consideration related to acquisitions, (xii) acquisition and divestiture related expenses, (xiii) costs associated with COVID-19, net of benefits received, (xiv) EBITDA for economic interests in investments, (xv) reorganization expenses, (xvi) litigation expenses (recovery), (xvii) recovery from and costs associated with the Take 5 Matter and (xviii) other adjustments that management believes are helpful in evaluating our operating performance, and then dividing this figure by total revenues and revenues excluding pass-through costs. Revenues net of pass-through costs and Revenues net of pass-through costs by segment means revenues less pass-through costs that are paid by Advantage's clients, including media, sample, retailer fees and other marketing and production costs. 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. Adjusted Unlevered Free Cash Flow represents net cash provided by (used in) operating activities less purchase of property and equipment as disclosed in the Statements of Cash Flows further adjusted by (i) cash paid for income taxes; (ii) cash paid for acquisition and divestiture related expenses; (iii) cash paid for reorganization expenses; (iv) cash paid for costs associated with COVID-19, net of benefits received; (v) net effect of foreign currency fluctuations on cash; (vi) cash paid for costs associated with the Take 5 Matter; and (vii) other adjustments that management believes are helpful in evaluating our operating performance. Adjusted Unlevered Free Cash Flow as a percentage of Adjusted EBITDA means Adjusted Unlevered Free Cash Flow divided by Adjusted EBITDA. 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. Note: Unless otherwise stated, the consolidated financial results reported in this presentation reflects the results of continuing and discontinued operations.
Branded Services Retailer Services Experiential Services Provides end-to-end services for retailers, including construction finishing and assembly; space planning and category management; in-store merchandising; private brand strategy, development and marketing; and omni-channel retail media, promotion and analytics Serves as a strategic extension of consumer-packaged goods companies’ sales and marketing teams. Services include sales, business intelligence, business process management, and supply chain; product innovation; and brand-driven omni-channel marketing and e-commerce solutions to get brands onto shelves and into shoppers’ hands Brings brands to life with customized sampling, demonstration services, member experiences, and live events, converting shoppers into buyers wherever they shop, in-store and online
1Q 2024: In-line with Expectations Macroeconomic environment remains mixed Wage inflation due to tight labor market remained a headwind; Price realization did not fully cover inflationary pressures Persistently high cost of living stressing a growing number of consumers Growth acceleration plan expected to enhance value creation Simplification to align capabilities with economic buyers Branded Services: Divestiture of Adlucent in May 2024 IT Transformation underway to enhance capabilities and improve operating efficiencies Transformation creates opportunities for greater cost management discipline Met expectations despite market softness and higher-than-planned costs Reported revenues, excluding pass-through costs, was $771M (-14% vs. 1Q’23, and ~+1% excluding divestitures, FX, and pass-through costs) Adj. EBITDA of $79M (-14% vs. 1Q’23); Margin was 10.2% as a percent of revenues excluding pass-through costs Adjusted unlevered FCF of $39M, or 50% of Adj. EBITDA Improved results in March (improved results appear to be continuing in April) Disciplined and opportunistic capital allocation strategy to maximize returns for equity holders Repriced First Lien Term Loan to SOFR + 425 bps from + 450 bps Repurchased $51M of senior secured notes at favorable discounts to par (net leverage of 4.2x as of 3/31/2024) Repurchased ~3M shares for ~$12M in 1Q’24 and ~2M shares for ~$8M in April pursuant with Advantage’s stock repurchase program Reaffirm 2024 Guidance(1) Consolidated Revenues and Adjusted EBITDA are expected to grow low single-digits 2023 comparable excludes divestitures completed in 2023-2024 YTD (including foodservice and Adlucent)
Consumer Staples Focused Company Experiential Services Retailer Services Branded Services Macro Trends Continue to Favor Advantage Adaptation Retailers are focused on private brands (adding new items, facings and displays) Promotions remain a top strategy for retailers, followed by a focus on digital programs ~40% of retailers will be increasing online fulfillment labor Persistent Inflation ~50% of manufacturers expect to increase trade dollars, discount depth and frequency of promotion Manufacturers are focused on displays to highlight lower prices and generate new sales at regular price. ~50% of manufacturers experimented with different pack sizes; ~25% downsized at same price point; ~20% plan to do this in next 12 months Food-at-Home Food-away-from-home pricing continues to significantly outpace food-at-home Manufacturers believe online, mass, and club will drive volume Foot traffic for retail up ~2% (Feb & March) while down ~2% in restaurants Shoppers A growing number of financially strained consumers Grocery gaining households looking for value and eating more at home Private label is winning overall as a value driver for retailers Source: Upcoming Second Quarter 2024 Outlook survey of 100 retailers and CPG manufacturers, Circana, Cleveland Research, USDA, and Baron’s
Uniquely Positioned at Intersection of… CPG Manufacturers Physical Retail National Brand Retailers E-Commerce Private Brand
Enduring Client and Customer Relationships Average relationship duration is >15 years with ~95% retention over time (top 100 clients) A leading global personal care product company returned to Branded Services Branded Services and Retailer Services signed a multi-million-dollar agreement with a well-known leader in the fruit juice industry Branded Services expanded services for a long-standing client in center-store frozen packaged goods Experiential Services renewed 2 major big box retailers 1Q’24 Activity
Investments to Enhance Commercial Capabilities Genpact collaboration uses generative AI to deliver new and innovative business process optimization solutions Creating Advantage’s AI Core Competency Center, to weave AI into areas that benefits the business Collaboration with a retail technology company for real-time inventory tracking at retail; co-developing solutions for faster, smarter decisions about what is happening on the shelf
Performance Met Expectations Despite Soft Market Conditions and Higher Costs $ in millions. Y/Y growth Revenues $ in millions. Y/Y growth Full-year guidance contemplated lower 1Q year-over-year results due to planned investments, internal reorganization activities, tough prior-year comparison, and planned client exits Industry softness particularly impacted Branded Services Better than expected expansion in Experiential Services demo and sampling activity along with solid performance from Retailer Services Persistent high wage inflation due to tight labor markets remained a headwind; price realization did not fully cover wage inflation Improved results in March (improved results appear to be continuing in April) (10)% (14)% $906 $1,012 1Q’24 Performance Drivers TOTAL ADVANTAGE (1) Excludes the impact of foreign exchange rates, acquisitions and divestitures, and pass-through costs in revenues Adjusted EBITDA (Earnings before Interest, Taxes, Depreciation, Amortization, and non-recurring items) is a non-GAAP financial measure See the appendix for a reconciliation of non-GAAP financial measures to most directly comparable GAAP measures Totals may not add due to rounding Adjusted EBITDA % margin excl pass-through costs +1%(1)
Soft Market Conditions and Higher Costs Impacted Performance $ in millions. Y/Y growth Revenues $ in millions. Y/Y growth New client wins demonstrate continued demand for Advantage’s scale and expertise Market softness drove a decline in client orders Timing to complete the planned transition of two client relationships resulted in greater-than-expected cost absorption Heavy investments required to implement strategic initiatives % margin excl pass-through costs 1Q’24 Performance Drivers Adjusted EBITDA (28)% $364 $508 (32)% BRANDED SERVICES (3)%(1) (1) Excludes the impact of foreign exchange rates, acquisitions and divestitures, and pass-through costs in revenues Adjusted EBITDA (Earnings before Interest, Taxes, Depreciation, Amortization, and non-recurring items) is a non-GAAP financial measure See the appendix for a reconciliation of non-GAAP financial measures to most directly comparable GAAP measures Totals may not add due to rounding
Outperformance Due To Increased Activity and Strong Execution $ in millions. Y/Y growth Revenues $ in millions. Y/Y growth Increased activity as event count reached ~88% of 2019 pre-pandemic levels vs. 1Q’23 Average daily demo activity grew ~13% year-over-year Margin improvement due to efficient execution of higher volume activity 1Q’24 Performance Drivers EXPERIENTIAL SERVICES Adjusted EBITDA +20% $313 $260 +150% % margin excl pass-through costs +21%(1) (1) Excludes the impact of foreign exchange rates and pass-through costs in revenues Adjusted EBITDA (Earnings before Interest, Taxes, Depreciation, Amortization, and non-recurring items) is a non-GAAP financial measure See the appendix for a reconciliation of non-GAAP financial measures to most directly comparable GAAP measures Totals may not add due to rounding
Performance Impacted by Holiday Shift and More Activities in The Prior Year Revenues An early Easter holiday limited in-store activities, which reversed in April Tough prior year comparison with in-store remodeling activities not repeated this quarter Achieved price realization, managed costs, and controlled working capital to drive cash flow growth 1Q’24 Performance Drivers RETAILER SERVICES Adjusted EBITDA $ in millions. Y/Y growth $ in millions. Y/Y growth % margin (6)% (16)% Adjusted EBITDA (Earnings before Interest, Taxes, Depreciation, Amortization, and non-recurring items) is a non-GAAP financial measure See the appendix for a reconciliation of non-GAAP financial measures to most directly comparable GAAP measures Totals may not add due to rounding
Capitalization Summary Net debt is a non-GAAP financial measure and includes Other Debt of approximately $5M. 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 plus 0.26% SOFR spread. In April 2024, the Company's Term Loan Facility was amended to reduce the applicable interest rate margin on the term loan by 0.25% (a) from 4.50% to 4.25% for SOFR loans or (b) from 3.50% to 3.25% for base rate loans First Lien Term Loan that amortizes at 1% per annum, paid quarterly. Illustratively showing full $1,146M obligation in 2027E maturity as of 3/31/24, $456M of the borrowing capacity of Revolving Credit Facility includes $44M letter of credit PSUs represent the number of underlying shares that would be issued at Target performance levels Includes ~$5M in cash and ~$5M in debt classified and discontinued operations as of 3/31/2024 Adjusted EBITDA (Earnings before Interest, Taxes, Depreciation, Amortization, and non-recurring items) is a non-GAAP financial measure As of 3/31/24 Net Debt Overview Maturity Schedule Equity Capitalization Cash Detail $ in millions Maturity Rate Outstanding First Lien Term Loan 2027 S+4.25%(2) $1,146 Senior Secured Notes 2028 6.50% 692 Other Debt(5) 5 Total Gross Debt $1,843 Less: Cash and Cash Equivalents (118) Total Net Debt(1) $1,725 4.2x Net Debt / LTM Adj. EBITDA; ~89% hedged / fixed 1L Term Loan Sr. Secured Notes $ in millions $1,602(3) No meaningful maturities for ~3 years Undrawn revolver provides available liquidity 323,894,143 Class A Common shares outstanding 6,600,075 Treasury shares outstanding 18,578,321 Warrants @ $11.50 exercise price 19,286,124 RSUs and PSUs(4) 17,375,000 Options Cash balance of $118M(5) 2024 share repurchases through 3/31/24: ~$12M; ~$8M in April Nearly 5M shares repurchased YTD 2024 voluntary debt repurchases: $51.0M (face value)
On Track with Activities Supporting IT Transformation MODERNIZE TRANSFORM DIFFERENTIATE Modernize financial systems Move to the cloud Upgrade talent management system Upgrade cybersecurity Unify front-line staffing and scheduling Centralize billing Consolidate retail services, product demonstration platforms Build a data and analytics platform Create new capabilities Unlock value of data and analytics Innovate through AI/automation CAPEX in 1Q’24 was ~$16M, below expectations but still tracking to $90M - $110M in 2024 Expect to spend $160M to $170M in CAPEX for new IT initiatives (2024 – 2026)
Impact of Strategic Actions $ in millions. $3,693 $ in millions. 2023 Revenues and Adjusted EBITDA reflect in-year impacts of divestitures including international deconsolidation Represents third party reseller, Atlas, Foodservice, Adlucent $4,225 Represents ~11 months of Advantage Smollan stake reporting Represents third party reseller, Atlas, Foodservice, Adlucent $424 Adjusted EBITDA (Earnings before Interest, Taxes, Depreciation, Amortization, and non-recurring items) is a non-GAAP financial measure See the appendix for a reconciliation of 2023 non-GAAP financial measures to most directly comparable GAAP measures Subtotals may not tie due to interim rounding 2023 Revenues 2023 Adj. EBITDA
$ in millions 2023 Impact of Divestitures and Deconsolidation 2024 Guidance Revenues $4,225 $(572) Low single digit growth Adjusted EBITDA $424 $(25) Low single digit growth Adjusted Unlev. FCF $429 55%-65% of Adj. EBITDA Net Interest Expense $166 $170 - $180 CAPEX $46 $90 - $110 Reaffirming 2024 Guidance Strategic Action Commentary Long-term net leverage target less than 3.5x Management anticipates a greater weight on 2H Adjusted EBITDA performance, with emphasis on price realization in response to labor inflation and rebuild of sampling and demonstration activity Investing heavily behind IT in both ERP and data modernization to drive speed and efficiency Maintain financial discipline to drive operating efficiencies and retain working capital benefits Continue efforts to transform the business to increase focus and resources on core capabilities; ongoing evaluation of opportunities to simplify portfolio to reduce debt Share repurchases expected to help offset employee incentive-related dilution; repurchased ~3M shares in 1Q’24 and ~2M shares in April Strategic actions include in-year impact of $198 million for divestitures in 2023 and 2024 through April and $374M for deconsolidation of revenues for the reduced stake in the European joint venture See the Appendix for a reconciliation of 2023 non-GAAP financial measures to the most comparable GAAP measure
Simplify Advantage to Focus on Core Capabilities 10/27/23 Divested Atlas Technology Group ~$10M in proceeds at value accretive multiple; Collaborating with Crisp through the cloud-based data-sharing platform to empower and improve services for clients 11/30/23 Reduced stake in Advantage Smollan Limited 60% to a 49.6% minority position in exchange for cash and other considerations 1/31/24 Divested foodservice businesses ~$100M in proceeds w/ 7.5% stake in Acxion Foodservice, an industry-leading brokerage and marketing agency in partnership with KeyImpact; Advantage has a seat on the Acxion BoD 1/31/24 Collaboration with Tata Consultancy Services Modernizing IT support services with best-in-class provider 1/31/24 Collaboration with Genpact Creating an innovative, proprietary digital solution to streamline and automate processes behind Advantage business process optimization and administrative services 5/1/24 Divested Adlucent BarkleyOKRP acquired Adlucent, a performance media activation business with leading digital platforms, brands and retailers
Appendix
Non-GAAP Reconciliation (1/6) Net income to adjusted ebitda from continuing and discontinued operations
Non-GAAP Reconciliation (2/6) Operating income from continuing and discontinued operations to adjusted ebitda by segment
Non-GAAP Reconciliation (3/6) Revenues to Revenues net of pass-through costs
Non-GAAP Reconciliation (4/6) LTM adjusted ebitda and net debt
Non-GAAP Reconciliation (5/6) Cash flow to adjusted unlevered free cash flow
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 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, divestitures and related reorganization activities including professional fees, due diligence, and integration activities. 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 (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. Represents (i) cash receipts from an insurance policy for claims related to the Take 5 Matter, and (ii) costs associated with the Take 5 Matter, primarily, professional fees and other related costs. Represents non-cash compensation expense related to the 2020 Incentive Award Plan and the 2020 Employee Stock Purchase Plan. 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 unaudited periods April 1, 2023 to March 31, 2024 to sum up to last twelve months of financials (summations are unaudited). Represents cash paid for fees and costs associated with activities related to our acquisitions, divestitures and reorganization activities including professional fees, due diligence, and integration activities. 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 included in operating cash flow for our contingent consideration liabilities related to our acquisitions 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. Pass-through costs are costs that are paid by our clients, including media, sample, retailer fees and other marketing and production costs. Adjusted EBITDA and Adjusted EBITDA by Segment are inclusive of discontinued operations.
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