UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 7.01 Regulation FD Disclosure
Investor Presentation
On March 14, 2023, Advantage Solutions Inc. (the “Company”) publicly disclosed an investor presentation on the Investor Relations section of its website (https://ir.advantagesolutions.net/). A copy of the investor presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Representatives of the Company intend to present some or all of this presentation to current and prospective investors at various conferences and meetings.
The information being furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Description |
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99.1 |
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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.
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ADVANTAGE SOLUTIONS INC. |
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March 14, 2023 |
By: |
/s/ Dean Kaye |
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Dean Kaye |
Advantage Solutions Inc. Investor Presentation | March 2023 NASDAQ: ADV
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 income (loss) before (i) interest expense, net, (ii) (benefit from) provision for 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) change 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) costs associated with COVID-19, net of benefits received, (xii) EBITDA for economic interests in investments, (xiii) 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.
Investment Highlights Market leader in outsourced sales and marketing services industry for CPG brands and retailers Large, growing $10B+ total addressable market, anchored by growing retail food industry, with clear levers to continue increasing market share Diverse range of long-standing blue-chip customers with excellent retention Multiple sticky revenue streams and largely contractual nature provide durability and diversification Capital light business with historic track record of long-term growth throughout economic cycles Strong free cash flow generation despite recent inflationary and labor-related headwinds Tangible growth levers via strategic initiatives and operational improvements
Brands Retailers Company Snapshot 20 20 20 20 Advantage Solutions’ sales and retailer services help brands and retailers of all sizes get the right products on the shelf, whether physical or digital. Our marketing teams influence shoppers to buy those products, wherever and however they shop. 3,500+ Clients 75,000+ Associates 400+ Data Analytics Professionals 150,000+ Retail Outlets Advantage Customers include ~75%+ of Top 25 Retailers(2) Advantage Clients include ~90%+ of Top 25 CPG Brands(1) Based on ranking of Nielsen 2021 total sales across AOC+C channels. National Retail Federation (NRF) ranking of industry’s largest companies based on 2021 U.S. retail sales. Note: Unless otherwise noted, figures as of December 31, 2022. Helping brands and retailers grow sales, lower costs, and solve problems
The basics: What Advantage Does Essential partner to leading brands and retailers, helping clients reach consumers every day, in-store and online, through technology-enabled sales and marketing solutions Headquarter Sales Present to retailers the business case to grow client’s product distribution including assortment, pricing, shelving and trade promotion activation Administration Leverage technology and automation to efficiently process retailer purchase orders Supply Chain Management Apply technology and analytics to sharpen demand forecasting and get the right products in the right amounts to retailers Merchandising Brick-and-mortars: Retail teams maximize on-shelf availability E-commerce: Digital shelf experts optimize site placement, content and user experience Branding & Design / Brand Experiential Creating brand identity, awareness and engagement Digital & Media Driving consideration outside of retail ecosystems using 0P and 1P data Commerce Marketing Influencing consideration at the most relevant points in retailer ecosystems Retail Experiential Driving conversion through visibility and engagement such as in store and online grocery pickup sampling
Advantage’s Two Operating Segments Sales Segment $2.5B (62% of Revenues) Leader in experiential marketing and critical in-store and online sampling programs Agency of record for many of the most recognized brands across the retail, packaged goods, technology, and hospitality industries Revenues generated on a fee-for-service, cost-plus, retainer, or commission basis Currently lower than pre-pandemic levels as a result of depressed in-store sampling and demonstration volumes; labor environment remains challenged Leading position in U.S. outsourced sales and merchandising market: provision of essential sales & merchandising services to increase CPG sales in brick-and-mortar and online channels for brands and retailers Revenues generated on a commission, fee-for-service, or cost-plus basis 5 Marketing Segment $1.5B (38% of Revenues) Competitive advantages across Sales and Marketing Segments driven by scale, talent, and technology, resulting in sticky relationships with long-term blue-chip customers Diversified across sales and marketing services for CPGs and retailers
Retail and Sales Analytics Supply Chain Analytics Category Management Space Management Customer Alignment and Partnership New Item Pitches Pricing, Promotion, and Sales Execution Sales Segment Leader in sales and merchandising services with 20%+ market share Primary Sales Segment Services HEADQUARTER SALES ANALYTICS, INSIGHTS & INTELLIGENCE MERCHANDISING Physical and Digital Shelf Management Store-Level Selling Retail Environment Intelligence Resets and On-Demand Projects Brand and Retailer-Centric Models ADMINISTRATION Order Processing / Customer Service Contract and Deduction Management Cash Applications and Collections Advantage Solutions Competitor A Competitor B Other Total Market $8.4 Billion U.S. Sales and Merchandising Services 2021 Market Share(1) #1 market share position in essential sales and merchandising services Scale advantages Large and stable market Industry fragmentation presents opportunity to grow market share Based on Investment Bank estimates and Industry Research.
Marketing Segment Leading promotions and experiential/event agency in U.S. Planning and Execution Account-Specific Omnichannel Activation National Consumer Promotions Sampling and Demonstrations Festivals and Mobile Tours Logistics and Fulfillment Assisted Selling In-Store, Online, Brand, and Retailer-Centric Models EVENTS & EXPERIENTIAL COMMERCE MARKETING DIGITAL & MEDIA Digital Strategy Digital Content and Advertising Media Planning / Buying Mobile and App Development BRANDING & DESIGN Brand and Private Brand Development and Redesign Brand Packaging Communication Collateral Brand Style Guide Creation U.S. Experiential/Event Marketing 2021 Market Share(1) Advantage Solutions Competitor X Competitor Y Other Competitor Z Total Market $1.6 Billion Ad Age #1 position in Experiential / Events for 9 straight years Scale advantages Strong post-pandemic growth in in-store marketing and sampling programs Primary Marketing Segment Services Ad Age Agency Report 2022: U.S. Experiential/Event Marketing Networks based on U.S. revenue in 2021.
Client Description Length of Relationship (years) Service Offering Client Length of Relationship Sales Marketing 25+ 25+ 25+ 25+ 25+ 25+ 20+ 20+ Client Description Length of Relationship (years) Service Offering Client Length of Relationship Sales Marketing 25+ 25+ 25+ 15+ 15+ 10+ 10+ 10+ LONG-TERM CLIENTS drive Recurring Revenue streams Brands Retailers $40B+ Confectionery/Food CPG $8B+ Food & Beverage CPG $50B+ Multinational CPG $5B+ Household CPG $30B Multinational OTC Pharma $80B+ Food & Beverage CPG $10B+ Household CPG $50B+ Chemical & OTC Pharma $200B Membership Retailer $130B+ Grocer $560B Discount Retailer $90B Food Retailer $130B+ Home Improvement Retailer $8B+ Gourmet Supermarket $15B+ Membership Retailer $90B+ Discount Retailer Top clients in 2021 as measured by contributions to Advantage’s revenue. 100% of Advantage’s top 100 clients in 2021(1) were clients in 2022, with these clients representing only ~55% of total 2022 revenues, highlighting lack of concentration
organic Revenue growth 2022 Organic Revenue (1) $ in millions Presented net of foreign exchange impact. Total Advantage Sales Segment Marketing Segment 12% 8% 11% 10% 7% 7% 2% 3% 21% 9% 29% 26% % Y/Y organic growth % Y/Y organic growth % Y/Y organic growth
Pricing overview Commission-Based Sales – CPG product inflation generates commission lift to offset associated white collar wage inflation Cost-Plus Arrangements – Immediately pass-through wage inflation in price Sampling / Demonstration – Recoup wage inflation quickly; work and negotiate with retailers and pass through to CPGs Merchandising – Recoup wage inflation via price potentially absorbing some of the increase in costs temporarily; pass-through lag Professional / Salary – Recoup wage inflation via price potentially absorbing some of the increase in costs temporarily; pass-through lag 1 3 Immediate / Quick Benefit (~35-45%) Recoup Over Time / Some Absorbed (~30-40%) 2 Mixed Impact (~20-30%) FY 2022 Revenue: $4B 1 3 2 Mixed bag of pricing power across various businesses and contract types Note: Representative percentages by business / contract type are estimated in nature and subject to change based on business mix in any give time.
Customer Case Study: MARUCHAN For 20+ years, Advantage has evolved and grown with Maruchan NATIONAL SALES AGENCY MARKETING AGENCY Maruchan sought to grow sales and become the dominant ramen choice in the U.S. SITUATION ACTION Maruchan was looking to reach new audiences after sales began to plateau. SITUATION AMP Agency identified target audiences, developed the brand architecture, and honed the brand’s creative, including broadcast spots, product packaging, and digital and social advertising. ACTION RESULTS 50K+ Followers across all organic social platforms since 2019 and growing by 50% annually 50K+ Product searches annually 40M+ Impressions from 2019 Maruchan GOLD launch campaign and 2021 fully integrated brand campaign Hired Advantage Sales for full-service sales representation nationally. RESULTS 84% Sales growth over the last 14 years 15+ Percentage points of market share growth in 20 years 39% YOY sales growth of Maruchan Gold new product launch 2000: 53.0% Share TODAY: 68.1 % Share
Proven Track Record Across Economic Cycles 2008 – 2010 Revenue CAGR: 9.6% Adjusted EBITDA(1): 11.8% 15.8% 16.1% 17.8% 16.7% 17.5% 17.5% 17.4% 19.1% 19.3% 19.6% 18.2% 12.7% 13.3% 15.4% 14.5% Daymon Acquisition in December 2017 Revenue CAGR: 10.5% Adj. EBITDA CAGR(1): 7.7% Great Recession COVID-19 Pandemic $5.8 $(201.1) $20.6 $(35.0) $(24.4) $4.3 $35.1 $(99.0) $24.9 $31.2 $388.0 $(1,151.2) $(19.8) $(161.7) $57.5 Adj. EBITDA Margin Net Income ($MM) Adjusted EBITDA and Adjusted EBITDA margin are measures that are not calculated in accordance with GAAP. For a reconciliation of Adjusted EBITDA to net income (loss), please see the appendix to this presentation. Note: Dollars in millions. Acquisition of Daymon closed December 2017. Revenue and Adjusted EBITDA CAGRs based on 2007 – 2022 time period. 10.8% $(1,377.3) 2022 revenues topped $4B for first time despite unparalleled labor / inflation challenges
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. 13% % margin % margin Y/Y growth Y/Y growth Y/Y growth Y/Y growth $ in millions. $ in millions. Revenues Adjusted EBITDA 8% 2018-2022 Performance Trends 17% 21% 1% (19)% 24% (10)% 15.4% 5% 5% 16% 5% (40)% (1)% (35)% 11% 14% % margin 12% 7% (16)% (17)% 2% (3)% 7% Y/Y growth Y/Y growth Total Advantage Sales Segment Marketing Segment From Dave for internal discussion: This begs the question as to why margin and EBITDA dropped so much in ‘22
Total Advantage Sales Segment Marketing Segment Revenues Adjusted EBITDA 2022 Quarterly Financial Results $ in millions. $ in millions. % margin % margin % margin 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.
Asset-Light Business Note: Cash Flow Conversion defined as (Adj. EBITDA – Capex) / (Adj. EBITDA); Capital Expenditures to Sales Defined as Capex / LTM Sales; Market Data as of 12/31/2022; CPG comparables include Church & Dwight, Clorox, Coca-Cola Europacific Partners, PepsiCo, J. M. Smucker, and Reynolds; Business Services include Bright Horizons, BrightView, Healthcare Services, Omnicom Group, Publicis Groupe, WPP, Cintas, and Ecolab; Other Business Outsourcers include Aramark, Accenture, Genpact, Compass, and Sodexo; Information Services include ADP, Verisk Analytics, and Gartner; Retailers include Walmart, Costco, Kroger, and Koninklijke. (Adj. EBITDA – Capex) / Adj. EBITDA Capital Expenditures to Sales Advantage differentiated from peers / industry participants due to limited capital intensity
Free cash flow bridge ~59% Conversion Rate ~19% Conversion Rate From Dave for internal discussion: May be asked how we can better manage WC and how we’d deleverage to reduce interest expense Strong cash flow characteristics in 2022 expected to improve in 2023
Capital Allocation Priorities Investing in recruiting and retention given challenging labor environment Focus on executing critical activities within core business to improve infrastructure and grow Enhance analytic support for HQ Sales and enhance technology for Retail teams Opportunistically repurchase shares with available cash $100M Open Share Repurchase Authorization; $13M repurchased through Q4 2022 Expect to steadily de-lever balance sheet beginning in 2023 via cash accumulation Current leverage: 4.5x net debt(1) to LTM September Adjusted EBITDA Any M&A activities should not be adverse to the balance sheet or impact debt metrics No acquisitions completed since August 2022 Disciplined long-term approach to M&A to further industry leadership position and enhance portfolio Organic Growth & Investment Share Repurchases De-lever Balance Sheet M&A Opportunities Net debt is a non-GAAP financial measure and includes Other Debt of approximately $6M. For a reconciliation of net debt to total debt, the most directly comparable GAAP counterpart, please see the appendix attached hereto. Advantage is focused on de-leveraging balance sheet and any M&A activities should not be adverse to the balance sheet or impact debt metrics
Total Debt of $2.1 billion Leverage at around 4.5x net debt(1) to LTM December Adjusted EBITDA No meaningful maturities for the next 4+ years 75 bps LIBOR cap in place on $650M of First Lien Term Loan through October 2024 Debt Capitalization: Equity capitalization as of December 31, 2022: 319,690,300 Class A Common shares outstanding 1,610,014 Treasury shares outstanding 18,578,321 Warrants with a $11.50 exercise price per share 18,065,488 Options, RSUs, and PSUs(4) Capitalization Summary Net debt is a non-GAAP financial measure and includes Other Debt of approximately $6M. 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% LIBOR floor. See First Lien Credit Agreement, dated October 28, 2020 and First Lien Amendment dated October 28, 2021 for additional information. First Lien Term Loan that amortizes at 1% per annum, paid quarterly. Illustratively showing full $1,299 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. Maturity Rate Outstanding First Lien Term Loan 2027 L+4.50%(2) 1,299 Senior Secured Notes 2028 6.50% 775 Total Funded Debt $2,074 Other Debt 6 Less: Cash and Cash Equivalents (121) Total Net Debt(1) $1,959 1L Term Loan Sr. Secured Notes (3) $1,799
Appendix & Non-GAAP Reconciliation
Advantage CEO Dave Peacock 20 Dave Peacock was named Advantage Solutions CEO in January 2023. His 30-plus-year career in the consumer packaged goods and retail industry includes four years as president and chief operating officer of Schnuck Markets, Inc., and two decades at Anheuser-Busch, where he served three years as the company’s president. Prior to joining Advantage, Peacock was chief operating officer and on the board of directors of Continental Grain Company, a global investor, owner and operator of companies across the food and agribusiness spectrum. Previously, he was a member of the board of advisors for, and was the founder and chairman of, Vitaligent, LLC, a multi-unit restaurant franchise. He is a member of the board of directors of Stifel Financial Corp. and past member of the board of directors of Wayne-Sanderson Farms and Post Holdings Partnership Corporation. He also served on the board of trustees of the Urban League of Metropolitan St. Louis and the board of directors of Pink Ribbon Girls.
Non-GAAP Reconciliation (1/6) Consolidated Year Ended December 31, 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Total Company (in thousands) (Unaudited)(10) (Unaudited)(10) Net income (loss) $ 5,790 $ (201,052) $ 20,622 $ (34,984) $ (24,442) $ 4,253 $ 35,072 $ (98,984) $ 24,886 $ 31,165 $ 388,042 $ (1,151,223) $ (19,756) $ (161,707) $ 57,549 $ (1,377,292) Add: Interest expense, net 69,403 255,211 26,199 96,606 106,738 112,426 106,020 168,123 160,895 167,360 179,566 229,643 232,077 234,044 137,927 104,459 Provision for (benefit from) income taxes 10,294 59,213 45,989 (50) (8,471) (8,106) 17,922 (16,965) 18,202 22,623 (358,806) (168,334) 1,353 (5,331) 33,617 (145,337) Depreciation and amortization 51,110 (13,074) 16,538 57,566 124,644 144,912 126,648 143,954 164,584 170,260 179,990 225,233 232,573 238,598 240,041 233,075 Impairment of goodwill and indefinite-lived assets 6,290 53,189 60,234 — — — — — — — — 1,232,000 — — — 1,572,523 Equity-based compensation of Karman Topco L.P.(1) 665 931 668 758 1,771 1,855 1,724 3,032 7,463 7,622 9,882 (2,432) 7,960 98,119 (10,313) (6,934) Change in fair value of warrant liability — — — — — — — — — — — — — — 955 (21,236) Stock-based compensation expense(2) — — — — — — — — — — — — — — 34,602 39,825 Fair value adjustments related to contingent consideration related to acquisitions(3) — (5,879) (290) — — — (2,278) (11,979) (31,305) (841) 12,757 (54,464) 1,516 13,367 4,562 4,774 Acquisition-related expenses(4) — — — 65,754 5,115 719 2,547 140,423 9,857 10,368 25,251 61,155 31,476 50,823 20,173 23,902 EBITDA for economic interests in investments(5) — — — — 84 (11,107) (13,355) (469) 1,426 1,778 (4,636) (7,212) (8,421) (6,462) (13,437) (12,888) Restructuring expenses(6) — — — — — — — — 5,498 1,890 7,343 12,465 5,385 39,770 12,502 6,094 Litigation expenses(7) — — — — — — — — 3,984 (975) 271 1,200 3,500 1,980 (910) 5,357 Costs associated with COVID-19, net of benefits received(8) — — — — — — — — — — — — — (11,954) (991) 7,208 Recovery from Take 5 — — — — — — — — — — — 79,165 — (7,700) — — Costs associated with the Take 5 Matter(9) — — — — — — — — — — — 14,178 16,368 3,628 4,901 2,465 Adjusted EBITDA $ 143,552 $ 148,539 $ 169,960 $ 185,650 $ 205,439 $ 244,952 $ 274,300 $ 327,135 $ 365,490 $ 411,250 $ 439,660 $ 471,374 $ 504,031 $ 487,175 $ 521,178 $ 435,995 (in thousands) Numerator - Revenues $ 907,174 $ 923,491 $ 953,060 $ 1,109,859 $ 1,170,623 $ 1,401,406 $ 1,575,254 $ 1,713,720 $ 1,895,046 $ 2,100,235 $ 2,416,927 $ 3,707,628 $ 3,785,063 $ 3,155,671 $ 3,602,298 $ 4,049,742 Denominator - Adjusted EBITDA $ 143,552 $ 148,539 $ 169,960 $ 185,650 $ 205,439 $ 244,952 $ 274,300 $ 327,135 $ 365,490 $ 411,250 $ 439,660 $ 471,374 $ 504,031 $ 487,175 $ 521,178 $ 435,995 Adjusted EBITDA Margin 15.8% 16.1% 17.8% 16.7% 17.5% 17.5% 17.4% 19.1% 19.3% 19.6% 18.2% 12.7% 13.3% 15.4% 14.5% 10.8%
Non-GAAP Reconciliation (2/6) Three Months Ended Consolidated March 31, June 30, September 30, December 31, 2022 2022 2022 2022 Total Company (in thousands) Net income (loss) $ 17,534 $ 3,676 $ 23,227 $ (1,421,729) Add: Interest expense, net 11,883 28,188 23,557 40,831 Provision for (benefit from) income taxes 9,049 1,316 1,158 (156,860) Depreciation and amortization 57,768 58,444 57,785 59,078 Impairment of goodwill and indefinite-lived assets — — — 1,572,523 Equity-based compensation of Karman Topco L.P.(1) (2,795) (3,519) (828) 208 Change in fair value of warrant liability (15,442) (4,914) (1,100) 220 Stock-based compensation expense(2) 7,771 14,961 7,174 9,919 Fair value adjustments related to contingent consideration related to acquisitions(3) 2,134 3,654 (340) (674) Acquisition-related expenses(4) 9,585 5,998 4,260 4,059 EBITDA for economic interests in investments(5) (4,052) (1,020) (2,474) (5,342) Restructuring expenses(6) 643 253 3,562 1,636 Litigation expenses(7) — (800) — 6,157 Costs associated with COVID-19, net of benefits received(8) 1,574 1,362 2,009 2,263 Costs associated with the Take 5 Matter(9) 1,087 723 278 377 Adjusted EBITDA $ 96,739 $ 108,322 $ 118,268 $ 112,666 Three Months Ended March 31, June 30, September 30, December 31, 2022 2022 2022 2022 (in thousands) Numerator - Revenues $ 914,808 $ 981,076 $ 1,051,095 $ 1,102,763 Denominator - Adjusted EBITDA $ 96,739 $ 108,322 $ 118,268 $ 112,666 Adjusted EBITDA 10.6% 11.0% 11.3% 10.2%
Non-GAAP Reconciliation (3/6) Three Months Ended March 31, June 30, September 30, December 31, 2022 2022 2022 2022 Sales Segment (in thousands) Operating income (loss) $ 18,973 $ 15,177 $ 31,765 $ (1,389,107) Add: Depreciation and amortization 40,969 40,543 39,798 40,075 Impairment of goodwill and indefinite-lived assets — — — 1,421,719 Equity-based compensation of Karman Topco L.P.(1) (1,652) (2,032) (320) 283 Stock-based compensation expense(2) 4,758 9,171 4,080 6,016 Fair value adjustments related to contingent consideration related to acquisitions(3) 803 6,090 (1,901) (4,442) Acquisition-related expenses(4) 7,314 3,540 2,880 808 EBITDA for economic interests in investments(5) (4,207) (1,155) (2,656) (5,351) Restructuring expenses(6) 819 340 2,360 1,307 Litigation expense(7) — (100) — 6,157 Costs associated with COVID-19, net of benefits received(8) 456 179 166 611 Sales Segment Adjusted EBITDA $ 68,233 $ 71,753 $ 76,172 $ 78,076 Three Months Ended March 31, June 30, September 30, December 31, 2022 2022 2022 2022 Marketing Segment (in thousands) Operating income (loss) $ 4,051 $ 13,089 $ 15,077 $ (148,431) Add: Depreciation and amortization 16,799 17,901 17,987 19,003 Impairment of goodwill and indefinite-lived assets — — — 150,804 Equity based compensation of Topco(1) (1,143) (1,487) (508) (75) Stock based compensation expense(2) 3,013 5,790 3,094 3,903 Fair value adjustments related to contingent consideration related to acquisitions(3) 1,331 (2,436) 1,561 3,768 Acquisition-related expenses(4) 2,271 2,458 1,380 3,251 EBITDA for economic interests in investments(5) 155 135 182 9 Restructuring expenses(6) (176) (87) 1,202 329 Litigation expenses(7) — (700) — — Costs associated with COVID-19, net of benefits received(8) 1,118 1,183 1,843 1,652 Costs associated with the Take 5 Matter(9) 1,087 723 278 377 Marketing Segment Adjusted EBITDA $ 28,506 $ 36,569 $ 42,096 $ 34,590
Non-GAAP Reconciliation (4/6) Year Ended December 31, 2018 2019 2020 2021 2022 Sales Segment (in thousands) Operating income (loss) $ (1,072,702) $ 127,961 $ 63,305 $ 182,529 $ (1,323,192) Add: Depreciation and amortization 157,098 161,563 171,569 170,076 161,385 Impairment of goodwill and indefinite-lived assets 1,232,000 — — — 1,421,719 Equity-based compensation of Karman Topco L.P.(1) 1,020 6,418 71,124 (6,490) (3,721) Stock-based compensation expense(2) — — — 18,357 24,025 Fair value adjustments related to contingent consideration related to acquisitions(3) (54,628) (2,720) 8,371 (6,553) 550 Acquisition-related expenses(4) 31,699 18,276 36,722 13,945 14,542 EBITDA for economic interests in investments(5) (7,155) (8,395) (7,565) (14,058) (13,369) Restructuring expenses(6) 6,663 2,928 20,295 4,478 4,826 Litigation expenses(7) 1,200 3,500 1,658 (584) 6,057 Costs associated with COVID-19, net of benefits received(8) — — (5,462) 1,511 1,412 Sales Segment Adjusted EBITDA $ 295,195 $ 309,531 $ 360,017 $ 363,211 $ 294,234 Year Ended December 31, 2018 2019 2020 2021 2022 Marketing Segment (in thousands) Operating income (loss) $ (17,212) $ 85,713 $ 3,701 $ 47,519 $ (116,214) Add: Depreciation and amortization 68,135 71,010 67,029 69,965 71,690 Impairment of goodwill and indefinite-lived assets — — — — 150,804 Equity-based compensation of Karman Topco L.P.(1) (3,452) 1,542 26,995 (3,823) (3,213) Stock-based compensation expense(2) — — — 16,245 15,800 Fair value adjustments related to contingent consideration related to acquisitions(3) 164 4,236 4,996 11,115 4,224 Acquisition-related expenses(4) 29,456 13,200 14,101 6,228 9,360 EBITDA for economic interests in investments(5) (57) (26) 1,103 621 481 Restructuring expenses(6) 5,802 2,457 19,475 8,024 1,268 Litigation expenses(7) — — 322 (326) (700) Costs associated with COVID-19, net of benefits received(8) — — (6,492) (2,502) 5,796 Recovery from Take 5 79,165 — (7,700) — — Costs associated with the Take 5 Matter(9) 14,178 16,368 3,628 4,901 2,465 Marketing Segment Adjusted EBITDA $ 176,179 $ 194,500 $ 127,158 $ 157,967 $ 141,761
Non-GAAP Reconciliation (5/6) (in millions) December 31, 2022 Current portion of long-term debt $ 14.0 Long-term debt, net of current portion 2,022.8 Less: Debt issuance costs (42.4) Total Debt 2,079.2 Less: Cash and cash equivalents 120.7 Total Net Debt $ 1,958.5
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 equityholders of Topco and (ii) equity-based compensation expense associated with the Common Series C Units of Topco. Represents non-cash compensation expense related to issuance of performance restricted stock units, restricted stock units, and stock options with respect to our Class A common stock under the Advantage Solutions Inc. 2020 Incentive Award Plan and the Advantage Solutions 2020 Employee Stock Purchase Plan. Represents adjustments to the estimated fair value of our contingent consideration liabilities related to our acquisitions, excluding the present value accretion recorded in interest expense, net, for the applicable periods. Represents fees and costs associated with activities related to our acquisitions and restructuring activities related to our equity ownership, including professional fees, due diligence, and integration activities. 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 among our consolidated entities. 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 employee-relief fund, additional sick pay for front-line associates, medical benefit payments for furloughed 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. Unaudited periods 2010 and 2014 are both comprised of audited stub periods to sum up to full year financials (individual stub periods within each year are audited, full year summations are unaudited).