These terms and conditions govern your use of the website alphaminr.com and its related
services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr,
(“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms
include the provisions in this document as well as those in the Privacy Policy. These terms may
be modified at any time.
Subscription
Your subscription will be on a month to month basis and automatically renew every month. You may
terminate your subscription at any time through your account.
Fees
We will provide you with advance notice of any change in fees.
Usage
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Limitation of Liability
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The
service is provided “As is”. The materials and information accessible through the Service are
solely for informational purposes. While we strive to provide good information and data, we make
no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO
YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY
OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR
(2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE
CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR
CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision
shall not affect the validity or enforceability of the remaining provisions herein.
Privacy Policy
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal
information when we provide our service (“Service”). This Privacy Policy explains how
information is collected about you either directly or indirectly. By using our service, you
acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy
Policy, please do not use our Service. You should contact us if you have questions about it. We
may modify this Privacy Policy periodically.
Personal Information
When you register for our Service, we collect information from you such as your name, email
address and credit card information.
Usage
Like many other websites we use “cookies”, which are small text files that are stored on your
computer or other device that record your preferences and actions, including how you use the
website. You can set your browser or device to refuse all cookies or to alert you when a cookie
is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not
function properly. We collect information when you use our Service. This includes which pages
you visit.
Sharing of Personal Information
We use Google Analytics and we use Stripe for payment processing. We will not share the
information we collect with third parties for promotional purposes.
We may share personal information with law enforcement as required or permitted by law.
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30,
2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number:
001-38990
Advantage Solutions Inc.
(Exact name of registrant as specified in its charter)
Delaware
83-4629508
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
7676 Forsyth Boulevard.
Fifth Floor
St. Louis
,
Missouri
63105
(Address of principal executive offices)
(
314
)
655-9333
(Registrant’s telephone number, including area code)
8001 Forsyth Boulevard, Suite 1025
Clayton, Missouri 63105
(Former address of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A common stock, $0.0001 par value per share
ADV
Nasdaq Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
As of November 4, 2025, the registrant had
326,271,915
shares of Class A common stock outstanding.
Accounts receivable, net of allowance for expected credit losses of $
16,811
and $
13,047
, respectively
635,353
603,069
Prepaid expenses and other current assets
95,279
86,918
Total current assets
943,880
910,738
Property and equipment, net
100,809
97,763
Goodwill
477,021
477,021
Other intangible assets, net
1,203,881
1,332,578
Investments in unconsolidated affiliates
232,382
226,510
Other assets
35,549
61,907
Total assets
$
2,993,522
$
3,106,517
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt
$
13,250
$
13,250
Accounts payable
167,222
158,485
Accrued compensation and benefits
98,785
129,486
Other accrued expenses
119,798
134,677
Deferred revenues
29,828
24,164
Total current liabilities
428,883
460,062
Long-term debt, net of current portion
1,662,158
1,686,690
Deferred income tax liabilities
137,287
146,889
Other long-term liabilities
56,695
64,141
Total liabilities
2,285,023
2,357,782
Commitments and contingencies (Note 9)
Equity attributable to stockholders of Advantage Solutions Inc.
Common stock, $
0.0001
par value,
3,290,000,000
shares authorized;
325,964,565
and
320,773,096
shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively
33
32
Additional paid in capital
3,482,842
3,466,221
Accumulated deficit
(
2,707,617
)
(
2,641,612
)
Loans to Karman Topco L.P.
(
7,512
)
(
7,029
)
Accumulated other comprehensive loss
(
5,362
)
(
15,861
)
Treasury stock, at cost;
12,894,517
and
12,400,075
shares as of September 30, 2025 and December 31, 2024, respectively
(
53,885
)
(
53,016
)
Total stockholders' equity
708,499
748,735
Total liabilities and stockholders' equity
$
2,993,522
$
3,106,517
See Notes to the Condensed Consolidated Financial Statements.
3
ADVANTAGE SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands, except share and per share data)
2025
2024
2025
2024
Revenues
$
915,012
$
939,270
$
2,610,511
$
2,674,039
Cost of revenues (exclusive of depreciation and amortization shown separately below)
776,421
794,958
2,246,107
2,298,139
Selling, general, and administrative expenses
57,568
98,438
191,090
250,377
Impairment of goodwill
—
—
—
99,670
Depreciation and amortization
50,743
51,866
151,802
152,931
Income from equity method investments
(
1,408
)
(
2,815
)
(
5,566
)
(
2,692
)
Gain on divestiture
(
8,472
)
—
(
8,472
)
—
Total operating expenses
874,852
942,447
2,574,961
2,798,425
Operating income (loss) from continuing operations
40,160
(
3,177
)
35,550
(
124,386
)
Other expenses (income):
Change in fair value of warrant liabilities
(
109
)
40
(
83
)
(
359
)
Interest expense, net
34,954
38,969
105,128
114,484
Total other expenses, net
34,845
39,009
105,045
114,125
Income (loss) from continuing operations before benefit from income taxes
5,315
(
42,186
)
(
69,495
)
(
238,511
)
Benefit from income taxes from continuing operations
(
15,250
)
(
4,866
)
(
3,490
)
(
38,042
)
Net income (loss) from continuing operations
20,565
(
37,320
)
(
66,005
)
(
200,469
)
Net (loss) income from discontinued operations, net of tax
—
(
5,456
)
—
53,743
Net income (loss)
$
20,565
$
(
42,776
)
$
(
66,005
)
$
(
146,726
)
Less: net income from discontinued operations attributable to noncontrolling interest, net of tax
—
—
—
2,192
Net income (loss) attributable to stockholders of Advantage Solutions Inc.
$
20,565
$
(
42,776
)
$
(
66,005
)
$
(
148,918
)
Net income (loss) per common share:
Basic income (loss) per common share from continuing operations attributable to stockholders of Advantage Solutions Inc.
$
0.06
$
(
0.12
)
$
(
0.20
)
$
(
0.62
)
Basic (loss) income per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc.
$
—
$
(
0.02
)
$
—
$
0.17
Diluted net income (loss) per share:
Diluted income (loss) per common share from continuing operations attributable to stockholders of Advantage Solutions Inc.
$
0.06
$
(
0.12
)
$
(
0.20
)
$
(
0.62
)
Diluted (loss) income per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc.
$
—
$
(
0.02
)
$
—
$
0.17
Weighted-average number of common shares:
Basic
325,921,176
321,080,571
323,988,621
321,774,115
Diluted
339,847,197
321,080,571
323,988,621
321,774,115
Comprehensive Income (Loss):
Net income (loss) attributable to stockholders of Advantage Solutions Inc.
$
20,565
$
(
42,776
)
$
(
66,005
)
$
(
148,918
)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments
(
3,668
)
8,132
10,499
3,075
Total comprehensive income (loss) attributable to stockholders of Advantage Solutions Inc.
$
16,897
$
(
34,644
)
$
(
55,506
)
$
(
145,843
)
See Notes to the Condensed Consolidated Financial Statements.
4
ADVANTAGE SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
Accumulated
Additional
Other
Total
Common Stock
Treasury Stock
Paid-in
Accumulated
Loans to
Comprehensive
Stockholders'
(in thousands, except share data)
Shares
Amount
Shares
Amount
Capital
Deficit
Topco
Loss
Equity
Balance at July 1, 2025
325,164,802
$
33
12,894,517
$
(
53,885
)
$
3,474,653
$
(
2,728,182
)
$
(
7,351
)
$
(
1,694
)
$
683,574
Comprehensive income (loss)
Net income
—
—
—
—
—
20,565
—
—
20,565
Foreign currency translation adjustments
—
—
—
—
—
—
—
(
3,668
)
(
3,668
)
Total comprehensive income (loss)
—
—
—
—
—
—
—
—
16,897
Interest on loans to Karman Topco L.P.
—
—
—
—
—
—
(
161
)
—
(
161
)
Shares issued under 2020 Employee Stock Purchase Plan
711,314
—
—
—
845
—
—
—
845
Payments for taxes related to net share settlement under 2020 Incentive Award Plan
—
—
—
—
(
74
)
—
—
—
(
74
)
Shares issued under 2020 Incentive Award Plan
88,449
—
—
—
—
—
—
—
—
Stock-based compensation expense
—
—
—
—
7,418
—
—
—
7,418
Balance at September 30, 2025
325,964,565
$
33
12,894,517
$
(
53,885
)
$
3,482,842
$
(
2,707,617
)
$
(
7,512
)
$
(
5,362
)
$
708,499
Accumulated
Additional
Other
Total
Common Stock
Treasury Stock
Paid-in
Accumulated
Loans to
Comprehensive
Stockholders'
(in thousands, except share data)
Shares
Amount
Shares
Amount
Capital
Deficit
Topco
Loss
Equity
Balance at July 1, 2024
323,020,596
$
32
8,875,170
$
(
39,724
)
$
3,452,358
$
(
2,420,792
)
$
(
6,707
)
$
(
11,433
)
$
973,734
Comprehensive (loss) income
Net (loss) income
—
—
—
—
—
(
42,776
)
—
—
(
42,776
)
Foreign currency translation adjustments
—
—
—
—
—
—
—
8,132
8,132
Total comprehensive loss
—
—
—
—
—
—
—
—
(
34,644
)
Interest on loans to Karman Topco L.P.
—
—
—
—
—
—
(
161
)
—
(
161
)
Purchase of treasury stock
(
3,524,905
)
—
3,524,905
(
13,292
)
—
—
—
—
(
13,292
)
Equity-based compensation of Karman Topco L.P.
—
—
—
—
(
178
)
—
—
—
(
178
)
Shares issued under 2020 Employee Stock Purchase Plan
401,854
—
—
—
1,123
—
—
—
1,123
Payments for taxes related to net share settlement under 2020 Incentive Award Plan
—
—
—
—
(
550
)
—
—
—
(
550
)
Shares issued under 2020 Incentive Award Plan
520,538
—
—
—
—
—
—
—
—
Stock-based compensation expense
—
—
—
—
6,499
—
—
—
6,499
Balance at September 30, 2024
320,418,083
$
32
12,400,075
$
(
53,016
)
$
3,459,252
$
(
2,463,568
)
$
(
6,868
)
$
(
3,301
)
$
932,531
See Notes to the Condensed Consolidated Financial Statements.
5
ADVANTAGE SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
Accumulated
Additional
Other
Total
Common Stock
Treasury Stock
Paid-in
Accumulated
Loans to
Comprehensive
Stockholders'
(in thousands, except share data)
Shares
Amount
Shares
Amount
Capital
Deficit
Topco
Income (Loss)
Equity
Balance at January 1, 2025
320,773,096
$
32
12,400,075
$
(
53,016
)
$
3,466,221
$
(
2,641,612
)
$
(
7,029
)
$
(
15,861
)
$
748,735
Comprehensive (loss) income
Net (loss) income
—
—
—
—
—
(
66,005
)
—
—
(
66,005
)
Foreign currency translation adjustments
—
—
—
—
—
—
—
10,499
10,499
Total comprehensive (loss) income
—
—
—
—
—
—
—
—
(
55,506
)
Interest on loans to Karman Topco L.P.
—
—
—
—
—
—
(
483
)
—
(
483
)
Purchase of treasury stock
(
494,442
)
—
494,442
(
869
)
—
—
—
—
(
869
)
Equity-based compensation of Karman Topco L.P.
—
—
—
—
(
1,524
)
—
—
—
(
1,524
)
Shares issued under 2020 Employee Stock Purchase Plan
1,089,303
—
—
—
1,838
—
—
—
1,838
Payments for taxes related to net share settlement under 2020 Incentive Award Plan
—
—
—
—
(
3,698
)
—
—
—
(
3,698
)
Shares issued under 2020 Incentive Award Plan
4,596,608
1
—
—
—
—
—
—
1
Stock-based compensation expense
—
—
—
—
20,005
—
—
—
20,005
Balance at September 30, 2025
325,964,565
$
33
12,894,517
$
(
53,885
)
$
3,482,842
$
(
2,707,617
)
$
(
7,512
)
$
(
5,362
)
$
708,499
Accumulated
Advantage
Additional
Other
Solutions Inc.
Total
Common Stock
Treasury Stock
Paid-in
Accumulated
Loans to
Comprehensive
Stockholders'
Noncontrolling
Stockholders'
(in thousands, except share data)
Shares
Amount
Shares
Amount
Capital
Deficit
Topco
Income (Loss)
Equity
Interest
Equity
Balance at January 1, 2024
322,235,261
$
32
3,600,075
$
(
18,949
)
$
3,449,261
$
(
2,314,650
)
$
(
6,387
)
$
(
3,945
)
$
1,105,362
$
(
1,285
)
$
1,104,077
Comprehensive (loss) income
Net (loss) income
—
—
—
—
—
(
148,918
)
—
—
(
148,918
)
2,192
(
146,726
)
Foreign currency translation adjustments
—
—
—
—
—
—
—
3,075
3,075
73
3,148
Total comprehensive (loss) income
—
—
—
—
—
—
—
—
(
145,843
)
2,265
(
143,578
)
Interest on loans to Karman Topco L.P.
—
—
—
—
—
—
(
481
)
—
(
481
)
—
(
481
)
Purchase of treasury stock
(
8,800,000
)
—
8,800,000
(
34,067
)
—
—
—
—
(
34,067
)
—
(
34,067
)
Equity-based compensation of Karman Topco L.P.
—
—
—
—
(
658
)
—
—
—
(
658
)
—
(
658
)
Shares issued under 2020 Employee Stock Purchase Plan
983,808
—
—
—
2,294
—
—
—
2,294
—
2,294
Payments for taxes related to net share settlement under 2020 Incentive Award Plan
—
—
—
—
(
11,663
)
—
—
—
(
11,663
)
—
(
11,663
)
Shares issued under 2020 Incentive Award Plan
5,999,014
—
—
—
—
—
—
—
—
—
—
Sale of a business
—
—
—
—
—
—
—
(
2,431
)
(
2,431
)
(
980
)
(
3,411
)
Stock-based compensation expense
—
—
—
—
20,018
—
—
—
20,018
—
20,018
Balance at September 30, 2024
320,418,083
$
32
12,400,075
$
(
53,016
)
$
3,459,252
$
(
2,463,568
)
$
(
6,868
)
$
(
3,301
)
$
932,531
$
—
$
932,531
See Notes to the Condensed Consolidated Financial Statements.
6
ADVANTAGE SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended September 30,
(in thousands)
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations
$
(
66,005
)
$
(
200,469
)
Adjustments to reconcile net loss to net cash provided by operating activities
Non-cash mark-to-market adjustments on derivatives and non-cash interest expense
(
2,131
)
1,664
Deferred financing fees related to repricing of long-term debt
—
1,079
Amortization of deferred financing fees
5,272
5,137
Impairment of goodwill
—
99,670
Depreciation and amortization
151,802
152,931
Change in fair value of warrant liability
(
83
)
(
359
)
Fair value adjustments related to contingent consideration
—
1,678
Deferred income taxes
(
9,757
)
(
16,241
)
Equity-based compensation of Karman Topco L.P.
(
1,524
)
(
658
)
Stock-based compensation
20,483
24,224
Income from equity method investments
(
5,566
)
(
2,692
)
Distribution received from equity method investments
—
3,289
Gain on divestiture
(
8,472
)
—
Gain on repurchases of Senior Secured Notes and Term Loan Facility debt
(
1,624
)
(
9,141
)
Loss on disposal of property and equipment
325
775
Changes in operating assets and liabilities, net of effects from divestitures:
Accounts receivable, net
(
30,077
)
(
9,550
)
Prepaid expenses and other assets
(
1,901
)
30,567
Accounts payable
10,160
25,435
Accrued compensation and benefits
(
32,860
)
(
43,849
)
Deferred revenues
6,239
2,992
Other accrued expenses and other liabilities
(
18,379
)
11,527
Net cash provided by operating activities
15,902
78,009
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments in unconsolidated affiliates
(
3,623
)
(
13,932
)
Purchase of property and equipment
(
28,662
)
(
50,358
)
Proceeds from divestitures, net of cash received
18,612
275,717
Net cash (used in) provided by investing activities
(
13,673
)
211,427
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under lines of credit
90,000
—
Payments on lines of credit
(
90,000
)
—
Principal payments on long-term debt
(
9,938
)
(
9,938
)
Repurchases of Senior Secured Notes and Term Loan Facility debt
(
18,243
)
(
147,122
)
Debt issuance costs
—
(
971
)
Deferred consideration paid for purchases in unconsolidated affiliates
(
1,500
)
—
Deferred proceeds received from sale of Jun Group and contingent consideration payments
22,500
(
5,655
)
Proceeds from issuance of common stock
1,838
2,294
Payments for taxes related to net share settlement under 2020 Incentive Award Plan
(
3,698
)
(
11,663
)
Purchase of treasury stock
(
869
)
(
34,067
)
Net cash used in financing activities
(
9,910
)
(
207,122
)
Net effect of foreign currency changes on cash, cash equivalents and restricted cash
178
(
1,405
)
Net change in cash, cash equivalents and restricted cash
(
7,503
)
80,909
Cash, cash equivalents and restricted cash, beginning of period
220,751
131,560
Cash, cash equivalents and restricted cash, end of period
$
213,248
$
212,469
SUPPLEMENTAL CASH FLOW INFORMATION
Purchases of property and equipment recorded in accounts payable and accrued expenses
$
4,841
$
4,650
See Notes to the Condensed Consolidated Financial Statements.
7
ADVANTAGE SOLUTIONS INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Organization and Significant Accounting Policies
Advantage Solutions Inc. (the “Company”) is a provider of outsourced solutions to consumer goods companies and retailers. The Company’s Class A common stock is listed on the Nasdaq Global Select Market under the symbol “ADV” and warrants to purchase the Class A common stock at an exercise price of $
11.50
per share were listed on the Nasdaq Global Select Market under the symbol “ADVWW”.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The unaudited condensed consolidated financial statements do not include all of the information required by accounting principles generally accepted in the United States (“GAAP”). The Condensed Consolidated Balance Sheet at December 31, 2024 was derived from the audited Consolidated Balance Sheet at that date and does not include all the disclosures required by GAAP. In the opinion of management, all adjustments which are of a normal recurring nature and necessary for a fair statement of the results as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 have been reflected in the condensed consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2024 and the related footnotes thereto. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period.
As of January 1, 2024, the Company reorganized its portfolio of businesses into a new, simplified structure that more closely aligns its business capabilities with economic buyers. The Company's revised operating and reportable segments consist of Branded Services, Experiential Services, and Retailer Services. As a result of this reorganization, the Company identified non-core businesses for disposition (“Divestiture Plan”). In the first quarter of fiscal year 2024, the Company determined its Divestiture Plan met the criteria for discontinued operations as it represented a strategic shift that had a major effect on the Company’s operations and financial results. As such, the results of businesses meeting the criteria to be classified as held for sale or disposed of in accordance with the Company’s Divestiture Plan were reclassified to discontinued operations.
The notes to the condensed consolidated financial statements are presented on a continuing operations basis unless otherwise noted. Refer to Note 2—
Discontinued Operations
for additional information on the Company’s discontinued operations.
Revenue Recognition
The Company recognizes revenue when control of promised goods or services is transferred to the client in an amount that reflects the consideration that the Company expects to be entitled to in exchange for such goods or services. Substantially all of the Company’s contracts with clients involve the transfer of a service to the client, which represents a performance obligation that is satisfied over time because the client simultaneously receives and consumes the benefits of the services provided. In most cases, the contracts provide for a performance obligation that is comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). For these contracts, the Company allocates the ratable portion of the consideration based on the services provided in each period of service to such period.
Revenues related to the Branded Services segment are primarily recognized in the form of commissions, fee-for-service and cost-plus fees for providing headquarter relationship management, execution of merchandising strategies and omni-commerce marketing services. Revenues within the Branded Services segment are further disaggregated between brokerage services, branded merchandising services and omni-commerce marketing services. Brokerage services revenues are primarily outsourced sales and services for branded consumer goods manufacturers at retailer headquarters, in-store and online. Branded merchandising services relate to merchandising in-store and online for branded consumer goods manufacturers. Omni-commerce marketing services primarily relate to digital and field marketing services.
8
Experiential Services segment revenues are primarily recognized in the form of fee-for-service and cost-plus fees for providing in-store, digital sampling and demonstrations, where the Company manages highly customized, large-scale sampling programs for leading brands and retailers.
Retailer Services segment revenues are primarily recognized in the form of commissions, fee-for-service and cost-plus fees for providing consulting services related to private brand development, the execution of merchandising strategies and marketing strategies within retailer locations, including retail media networks and analyzing shopper behavior. Revenues within the Retailer Services segment are further disaggregated between advisory services, retailer merchandising services and agency services to retailers. Advisory services primarily consist of consulting services related to private brand development. Retailer merchandising services primarily relate to the execution of merchandising strategies. Agency services primarily consist of providing marketing strategies within retail locations.
Disaggregated revenues were as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2025
2024
2025
2024
Branded Services
Brokerage services
$
105,313
$
123,965
$
311,292
$
373,961
Branded merchandising services
102,197
106,018
307,261
319,791
Omni-commerce marketing services
81,294
101,374
255,313
289,000
Total Branded Services revenues
$
288,804
$
331,357
$
873,866
$
982,752
Experiential Services
Experiential services
$
377,707
$
342,731
$
1,039,433
$
969,590
Total Experiential Services revenues
$
377,707
$
342,731
$
1,039,433
$
969,590
Retailer Services
Retail merchandising services
$
181,419
$
189,002
$
534,773
$
543,700
Advisory services
52,472
59,039
116,742
129,831
Agency services
14,610
17,141
45,697
48,166
Total Retailer Services revenues
$
248,501
$
265,182
$
697,212
$
721,697
Total revenues
$
915,012
$
939,270
$
2,610,511
$
2,674,039
Deferred revenues represent cash payments that are received in advance of the Company’s satisfaction of the applicable obligation and are included in Deferred revenues in the Condensed Consolidated Balance Sheets. Deferred revenues are recognized as revenues when the related services are performed for the client. Revenues recognized during the three and nine months ended September 30, 2025 that were included in Deferred revenues as of December 31, 2024
were $
4.3
million and $
20.1
million, respectively. Revenues recognized during the three and nine months ended September 30, 2024
included in Deferred revenues as of December 31, 2023 were $
1.3
million and $
18.1
million, respectively.
Accounting Standards Recently Issued but Not Yet Adopted by the Company
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures
, which requires entities to expand their existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid. The standard is effective for the Company’s annual report for fiscal year 2025. The new standard is expected to be applied prospectively, but retrospective application is permitted. The Company will adopt this standard prospectively for the year ending December 31, 2025. The adoption of this update is expected to impact only the Company’s disclosures and is not expected to have a material impact on the consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03,
Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
(“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01,
Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date
(“ASU 2025-01”). ASU 2024-03 requires
9
public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03, as clarified by ASU 2025-01, is effective for the Company beginning in fiscal year 2026 and interim periods within fiscal year 2027, with early adoption permitted. The new standard is expected to be applied prospectively, but retrospective application is permitted. The Company is currently evaluating the impact of ASU 2024-03 on the consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06,
Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software
(“ASU 2025-06”), which modernizes the accounting for internal-use software costs to reflect incremental and iterative development methods. The amendments remove prescriptive development stages and require capitalization of software costs once management has authorized and committed to funding the project and it is probable the project will be completed and the software will be used as intended. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, including interim periods within those years, with early adoption permitted and application on a prospective, modified retrospective, or retrospective basis. The Company is currently evaluating the impact of ASU 2025-06 on the consolidated financial statements and related disclosures.
Other new accounting pronouncements recently issued or newly effective were not applicable to the Company, did not have a material impact on the condensed consolidated financial statements or are not expected to have a material impact on the condensed consolidated financial statements.
2. Discontinued Operations
2024 Divestitures
As discussed in Note 1—
Organization and Significant Accounting Policies
, as a result of a reorganization effectuated on January 1, 2024, the Company initiated its Divestiture Plan of certain non-core businesses for disposition. On January 31, 2024, and as part of this plan, the Company sold a collection of foodservice businesses. As part of the sale, the foodservice businesses were combined with an entity owned by the buyer, with the Company receiving approximately $
91.0
million, subject to working capital adjustments and an ongoing
7.5
% interest in the combined business. The ongoing ownership interest represents a continuing involvement which the Company has determined represents an equity method investment. Upon the close of the transaction, the retained
7.5
% interest was recognized at fair value of $
8.4
million, valued using unobservable inputs (i.e., Level 3 inputs), primarily discounted cash flows. The investment was reported in “Investments in unconsolidated affiliates” on the Condensed Consolidated Balance Sheets and equity income (loss) reported in “Income from equity method investments” on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the
three and nine months ended September 30, 2025 and 2024.
During the three months ended September 30, 2025, the Company sold its remaining
7.5
% ownership interest in the combined foodservice business for $
18.6
million in cash proceeds, resulting in a gain of $
8.5
million. The sale of the remaining ownership interest did not represent a strategic shift that had (or will have) a major effect on the Company’s operations or financial results as contemplated by ASC 205-20,
Presentation of Financial Statements—Discontinued Operations
. Accordingly, the related results and gain on sale are presented as a component of continuing operations, with the gain recognized in “Gain on divestiture” within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
During the nine months ended September 30, 2024, the Company sold two agencies in the Branded Services segment, one agency in the Experiential Services segment and one agency in the Retailer Services segment for a total of $
65.2
million including estimated working capital adjustments. As a result, the Company recorded a gain from these divestitures of $
70.2
million as a component of “Net income (loss) from discontinued operations, net of tax” in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Proceeds from the sales were classified as cash provided by investing activities from continuing operations in the Condensed Consolidated Statements of Cash Flows.
On July 31, 2024, the Company completed the sale of the Jun Group business, included in the Branded Services segment, in exchange for proceeds of approximately $
185.0
million less any adjustments. The Company received approximately $
130.0
million in
cash upon completion of the sale. As part of the purchase agreement, the buyer agreed to remit the remaining consideration to the Company in two additional installments after the completion of the sale.
10
During
the three months ended September 30, 2025, the Company received approximately
$
22.5
million in cash for the first installment. As of September 30, 2025, the second installment of approximately $
27.5
million is reflected in “Prepaid expenses and other current assets” in the Condensed Consolidated Balance Sheets.
The following table presents the summarized statements of operations of discontinued operations.
(in thousands)
Three Months Ended
September 30, 2024
Nine Months Ended
September 30, 2024
Revenues
$
6,509
$
80,017
Cost of revenues (exclusive of depreciation and amortization shown separately below)
4,077
59,605
Selling, general, and administrative expenses
3,238
15,816
Gain on divestitures
(
25,065
)
(
95,261
)
Depreciation and amortization
204
4,695
Total operating expenses
(
17,546
)
(
15,145
)
Operating income from discontinued operations
24,055
95,162
Other expenses:
Interest expense
—
48
Total other expenses
—
48
Income before income taxes from discontinued operations
24,055
95,114
Provision for income taxes from discontinued operations
29,511
41,371
Net income from discontinued operations, net of tax
(
5,456
)
53,743
Less: net income from discontinued operations attributable to noncontrolling interest, net of tax
—
2,192
Net income from discontinued operations attributable to stockholders of Advantage Solutions Inc.
$
(
5,456
)
$
51,551
The following table provides a summary of the cash flows from discontinued operations:
(in thousands)
Nine Months Ended
September 30, 2024
Net cash provided by operating activities from discontinued operations
$
6,437
Net cash used in investing activities from discontinued operations
(
7,304
)
Net cash used in financing activities from discontinued operations
(
4,362
)
Net effect of foreign currency changes on cash from discontinued operations
(
412
)
Net change in cash, cash equivalents and restricted cash from discontinued operations
$
(
5,641
)
3. Goodwill and Intangible Assets
The carrying amount of goodwill as of September 30, 2025 and December 31, 2024
was $
477.0
million. Accumulated impairment losses related to goodwill were $
2.3
billion as of
September 30, 2025 and December 31, 2024.
During the second quarter of 2024, the Company determined a triggering event occurred and an impairment assessment was warranted for the Branded Agencies reporting unit goodwill due to the pending sale of one of the businesses that comprised a substantial portion of the assets, liabilities and prospective cash flows of the Branded Agencies reporting unit. As a result of the impairment test performed, the Company recognized a non-cash goodwill impairment charge of $
99.7
million related to the Company's Branded Agencies reporting unit goodwill during the nine months ended September 30, 2024, which has been reflected in “Impairment of goodwill” in the Condensed Consolidated Statements of Comprehensive Income (Loss). As a result of this charge, an immaterial amount of goodwill remains in this reporting unit.
11
The following tables set forth information for intangible assets:
September 30, 2025
(amounts in thousands)
Weighted Average Useful Life
Gross
Carrying
Value
Accumulated
Amortization
Accumulated
Impairment Charges
Net Carrying
Value
Finite-lived intangible assets:
Client relationships
14 years
$
2,256,367
$
1,681,588
$
—
$
574,779
Trade names
10 years
88,600
68,998
—
19,602
Total finite-lived intangible assets
2,344,967
1,750,586
—
594,381
Indefinite-lived intangible assets:
Trade name
1,480,000
—
870,500
609,500
Total other intangible assets
$
3,824,967
$
1,750,586
$
870,500
$
1,203,881
December 31, 2024
(amounts in thousands)
Weighted Average Useful Life
Gross
Carrying
Value
Accumulated
Amortization
Accumulated
Impairment Charges
Net Carrying
Value
Finite-lived intangible assets:
Client relationships
14 years
$
2,256,382
$
1,559,551
$
—
$
696,831
Trade names
10 years
88,600
62,353
—
26,247
Total finite-lived intangible assets
2,344,982
1,621,904
—
723,078
Indefinite-lived intangible assets:
Trade name
1,480,000
—
870,500
609,500
Total other intangible assets
$
3,824,982
$
1,621,904
$
870,500
$
1,332,578
Amortization of intangible assets was
$
42.9
million an
d
$
44.5
million for the three months ended September 30, 2025 and 2024, respectively, and
$
128.8
million and
$
133.0
million for the
nine months ended September 30, 2025 and 2024
, respectively.
4. Debt
(in thousands)
September 30, 2025
December 31, 2024
Term Loan Facility due
2027
$
1,096,058
$
1,105,995
6.5
% Senior Secured Notes due
2028
595,087
615,087
Total long-term debt
1,691,145
1,721,082
Less: current portion
13,250
13,250
Less: debt issuance costs
15,737
21,142
Long-term debt, net of current portion
$
1,662,158
$
1,686,690
In April 2024, the Company amended its secured first lien term loan credit facility (as may be amended from time to time, the “Term Loan Facility”) to reduce the applicable interest rate margin (a) from
4.50
% to
4.25
% for SOFR loans or (b) from
3.50
% to
3.25
% for base rate loans. The Term Loan Facility bears interest at a floating rate of Term SOFR plus an applicable margin of
4.25
% per annum, subject to an additional spread adjustment on SOFR ranging from
0.11
% to
0.26
%.
Interest on the
6.5
% Senior Secured Notes due 2028 (the
“Notes”
) is payable semi-annually in arrears
at a rate of
6.50
% per annum.
The Company was in compliance with all of its affirmative and negative covenants under the Term Loan Facility and Notes as of September 30, 2025
. The Company is required to repay the principal under the Term Loan Facility in the greater amount of its excess cash flow, as such term is defined in the agreement governing the Term Loan Facility, or $
13.3
million, per annum, in quarterly payments. The Company made the minimum quarterly principal payments of
12
$
3.3
million and $
9.9
million during
the three and nine months ended September 30, 2025 and 2024, respectively. No payments under the excess cash flow calculation were required in such periods.
The Company voluntarily repurchased an aggregate of $
20.0
million principal amount of the Notes during the first quarter of 2025 and recognized a gain on the repurchase of $
1.8
million. The Company did
no
t make any voluntary repurchases during the second and third fiscal quarters of 2025.
The Company voluntarily repurchased an aggregate of $
50.4
million and $
127.9
million principal amount of the Notes during the three and nine months ended September 30, 2024, respectively, and recognized a gain on the repurchase of $
3.5
million and $
8.6
million for the three and nine months ended September 30, 2024, respectively. Gains on the repurchase of the Notes were recognized
as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for all periods presented.
The Company voluntarily repurchased an aggregate of $
29.8
million principal amount of its Term Loan Facility during the three and nine months ended September 30, 2024. The Company recognized a gain on the repurchases of $
0.5
million for the three and nine months ended September 30, 2024 as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
The Company did
no
t make any voluntary repurchases of the Term Loan Facility during the three and nine months ended September 30, 2025.
As of September 30, 2025, the Company had
no
borrowings under its senior secured asset-based revolving credit facility in an aggregate principal amount of up to $
500.0
million, subject to borrowing base capacity (as may be amended from time to time, the “Revolving Credit Facility”). All borrowings under the Revolving Credit Facility are subject to the satisfaction of certain customary conditions. Borrowings under the Revolving Credit Facility bear interest at a floating rate, which at the option of the Company may be either (i) a base rate or Canadian Prime Rate plus an applicable margin of
0.75
%,
1.00
%, or
1.25
% per annum or (ii) Term SOFR or Alternative Currency Spread plus an applicable margin of
1.75
%,
2.00
% or
2.25
% per annum. The Company is required to pay a commitment fee ranging from
0.250
% to
0.375
% per annum in respect of the average daily unused commitments under the Revolving Credit Facility.
5. Fair Value of Financial Instruments
The Company measures fair value based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The following table sets forth the Company’s financial assets and liabilities measured on a recurring basis at fair value, categorized by input level within the fair value hierarchy.
September 30, 2025
(in thousands)
Fair Value
Level 1
Level 2
Level 3
Liabilities measured at fair value
Derivative financial instruments
$
670
$
—
$
670
$
—
Total liabilities measured at fair value
$
670
$
—
$
670
$
—
December 31, 2024
(in thousands)
Fair Value
Level 1
Level 2
Level 3
Assets measured at fair value
Derivative financial instruments
$
796
$
—
$
796
$
—
Total assets measured at fair value
$
796
$
—
$
796
$
—
13
Interest Rate Cap Agreements
The Company has interest rate collar contracts with an aggregate notional value of principal of
$
700.0
million as of September 30, 2025, from various financial institutions to manage the Company’s exposure to interest rate movements on variable rate credit facilities. The interest rate collar contracts will mature on April 5, 2026, 2027 and 2028.
As of September 30, 2025, the fair value of the Company’s outstanding interest collars of
$
0.7
million was included in “Other long-term liabilities” in the Condensed Consolidated Balance Sheets. As of
December 31, 2024 the fair value of the Company’s outstanding interest rate caps and collars of
$
0.8
million was included in “Other assets” in the Condensed Consolidated Balance Sheets. Changes in fair value of the Company's outstanding interest rate caps and collars are recognized as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
During the three months ended September 30, 2025 and 2024, the Company recorded a gain of
$
0.5
million and a loss of
$
3.7
million, respectively, within “
Interest expense
, net,
” related to changes in the fair value of its derivative instruments. During the nine months ended September 30, 2025 and 2024, the Company recorded a loss of
$
1.5
million and a gain of
$
1.7
million, respectively, within “
Interest expense
, net”, related to changes in the fair value of its derivative instruments.
Long-term Debt
The following tables set forth the carrying values and fair values of the Company’s financial liabilities measured on a recurring basis, categorized by input level within the fair value hierarchy:
(in thousands)
Carrying Value
Fair Value
(Level 2)
Balance at September 30, 2025
Term Loan Facility
$
1,096,058
$
1,121,094
Notes
595,087
606,363
Total long-term debt
$
1,691,145
$
1,727,457
(in thousands)
Carrying Value
Fair Value
(Level 2)
Balance at December 31, 2024
Term Loan Facility
$
1,105,995
$
1,153,346
Notes
615,087
612,533
Total long-term debt
$
1,721,082
$
1,765,879
6. Related Party Transactions
An officer of the Company serves as a member of the board of directors of a client of the Company. The Company recognized $
1.2
million and $
1.3
million of revenues from such client during each of the
three months ended September 30, 2025 and 2024
, respectively. The Company recognized $
3.7
million and $
3.9
million of revenues from such client during each of the
nine months ended September 30, 2025 and 2024
, respectively. Accounts receivable from this client were $
0.8
million and $
0.4
million as of
September 30, 2025 and December 31, 2024, respectively.
Prior to April 1, 2025, a member of the board of directors of the Company served as an officer of a client of the Company. The Company recognized
$
2.0
million
of revenues from such client during the three months ended September 30, 2024
. The Company recognized $
2.2
million of revenues from such client during the three months ended March 31, 2025. Following that period, the member of the Company’s board of directors ceased serving as an officer of the client. The Company recognized $
5.9
million of revenues from such client during the nine months ended September 30,
2024.
Accounts receivable from this client was $
0.2
million as of
December 31, 2024.
14
Unconsolidated Affiliates
During the three months ended September 30, 2025 and 2024
, the Company recognized revenues of an immaterial amount and $
2.7
million, respectively, from its investment in unconsolidated affiliates. During the
nine months ended September 30, 2025 and 2024
, the Company recognized revenues of $
3.7
million and $
14.0
million, respectively, from its investment in unconsolidated affiliates. Accounts receivable from transactions with unconsolidated affiliates were $
0.8
million and $
0.9
million as of
September 30, 2025 and December 31, 2024
, respectively.
7. Income Taxes
The Company had a negative effective tax rate of
287.0
% and an effective tax rate of
5.0
% for the three and nine months ended September 30, 2025, respectively, compared to effective tax rates of
11.5
% and
15.9
% for the corresponding periods in 2024.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was signed into law, introducing significant amendments to the U.S. federal tax code. As a result of this legislation, the Company recorded a discrete income tax benefit of $
2.7
million during the three months ended September 30, 2025, related to the remeasurement of the deferred tax asset on interest expense carryforwards and the corresponding adjustment to the valuation allowance. The effective tax rate for the three and nine months ended September 30, 2025 differed from the U.S. federal statutory rate primarily due to the change of a valuation allowance on disallowed interest expense carryforwards. The change in the valuation allowance reflects the impact of newly enacted tax legislation.
The effective tax rate for the three and nine months ended September 30, 2024 differed from the statutory rate primarily due to the non-deductible goodwill impairment recognized during that period.
8. Segments
The Company’s reportable segments, consisting of Branded Services, Experiential Services, and Retailer Services, are the segments of the Company for which separate financial information are evaluated regularly by the Company’s Chief Operating Decision Maker (“CODM”
), a position currently held by the Company's
Chief Executive Officer
, in deciding how to allocate resources and in assessing performance.
The CODM utilizes segment operating income to assess the performance and allocate resources to each segment.
The CODM is not provided asset information by reportable segment.
Discontinued operations are not included in the applicable reportable segments. Refer to Note 2—
Discontinued Operations.
The tables below summarize revenues, significant expenses and operating income (loss) by reportable segment:
Three Months Ended September 30, 2025
(in thousands)
Branded Services
Experiential Services
Retailer Services
Total Company
Revenues
$
288,804
$
377,707
$
248,501
$
915,012
Less:
Compensation and benefits
155,481
175,298
149,345
480,124
Reimbursable expenses
1
30,767
103,363
—
134,130
Other segment items
2
72,753
67,390
79,592
219,735
Depreciation and amortization
31,487
10,744
8,512
50,743
Income from equity method investments
(
1,408
)
—
—
(
1,408
)
Gain on divestiture
(
8,472
)
—
—
(
8,472
)
Total segment operating expenses from continuing operations
280,608
356,795
237,449
874,852
Total segment operating (loss) income from continuing operations
$
8,196
$
20,912
$
11,052
$
40,160
15
Three Months Ended September 30, 2024
(in thousands)
Branded Services
Experiential Services
Retailer Services
Total Company
Revenues
$
331,357
$
342,731
$
265,182
$
939,270
Less:
Compensation and benefits
172,948
181,871
160,408
515,227
Reimbursable expenses
1
48,072
92,084
—
140,156
Other segment items
2
92,275
57,900
87,838
238,013
Depreciation and amortization
33,087
10,289
8,490
51,866
Income from equity method investments
(
2,815
)
—
—
(
2,815
)
Total segment operating expenses from continuing operations
343,567
342,144
256,736
942,447
Total segment operating (loss) income from continuing operations
$
(
12,210
)
$
587
$
8,446
$
(
3,177
)
Nine Months Ended September 30, 2025
(in thousands)
Branded Services
Experiential Services
Retailer Services
Total Company
Revenues
$
873,866
$
1,039,433
$
697,212
$
2,610,511
Less:
Compensation and benefits
482,040
500,800
448,665
1,431,505
Reimbursable expenses
1
102,272
295,597
—
397,869
Other segment items
2
226,747
182,804
198,272
607,823
Depreciation and amortization
94,511
31,965
25,326
151,802
Income from equity method investments
(
5,566
)
—
—
(
5,566
)
Gain on divestiture
(
8,472
)
—
—
(
8,472
)
Total segment operating expenses from continuing operations
891,532
1,011,166
672,263
2,574,961
Total segment operating (loss) income from continuing operations
$
(
17,666
)
$
28,267
$
24,949
$
35,550
Nine Months Ended September 30, 2024
(in thousands)
Branded Services
Experiential Services
Retailer Services
Total Company
Revenues
$
982,752
$
969,590
$
721,697
$
2,674,039
Less:
Compensation and benefits
552,891
527,367
475,086
1,555,344
Reimbursable expenses
1
132,907
258,570
—
391,477
Other segment items
2
244,183
149,031
208,481
601,695
Impairment of goodwill
99,670
—
—
99,670
Depreciation and amortization
97,401
31,224
24,306
152,931
Loss from equity method investments
(
2,692
)
—
—
(
2,692
)
Total segment operating expenses from continuing operations
1,124,360
966,192
707,873
2,798,425
Total segment operating (loss) income from continuing operations
$
(
141,608
)
$
3,398
$
13,824
$
(
124,386
)
(1) Reimbursable expenses are costs incurred in the delivery of services to the Company's clients that the client has agreed to reimburse, including media, sample, retailer fees and other marketing and production costs.
(2) The “other segment items” category primarily consists of costs incurred in the execution of service obligations, including supplies, technology, and other direct expenses such as travel and indirect general and administrative expenses such as professional fees. These costs align with the segment-level information regularly provided to the CODM and represent the difference between revenue and the significant expense categories above in determining segment profitability.
16
9. Commitments and Contingencies
Litigation
The Company is involved in various legal matters that arise in the ordinary course of its business. Some of these legal matters purport or may be determined to be class and/or representative actions under the California Labor Code and Private Attorneys General Act, or seek substantial damages, or penalties. The Company has accrued amounts in connection with certain legal matters, including with respect to certain of the matters described below. There can be no assurance, however, that these accruals will be sufficient to cover such matters or other legal matters or that such matters or other legal matters will not materially or adversely affect the Company’s financial position, liquidity, or results of operations.
In April 2018, the Company acquired the business of Take 5 Media Group (“Take 5”). As a result of an investigation into that business in 2019 that identified certain misconduct, the Company terminated all operations of Take 5 in July 2019 and offered refunds to clients of collected revenues attributable to the period after the Company’s acquisition. The Company refers to the foregoing as the “Take 5 Matter.” The Company voluntarily disclosed to the United States federal government certain misconduct occurring at Take 5. In October 2022, an arbitrator made a final award in favor of the Company. In October 2025, the Company entered into an agreement with one of the beneficial owners (and certain other parties) that provides for payments of certain specified amounts to the Company. The Company is currently unable to estimate if or when it will be able to collect any amounts from any of the beneficial owners. The Take 5 Matter may result in additional litigation against the Company, including lawsuits from clients, or governmental investigations, which may expose the Company to potential liability in excess of the amounts being offered by the Company as refunds to Take 5 clients.
In the ordinary course of business, the Company is required to provide financial commitments in the form of surety bonds to third parties as a guarantee of its performance on and its compliance with certain obligations. If the Company were to fail to perform or comply with these obligations, any draws upon surety bonds issued on its behalf would then trigger the Company's payment obligation to the surety bond issuer. The Company has outstanding surety bonds issued for its benefits of $
15.0
million as of
September 30, 2025 and December 31, 2024
.
10. Stock-Based Compensation
The Company has issued nonqualified stock options, restricted stock units (“RSUs”), and performance restricted stock units (“PSUs”) under the Advantage Solutions Inc. 2020 Incentive Award Plan, as amended and restated (the “Plan”). The Company’s restricted stock units and performance restricted stock units, as described below, are expensed based on the fair value at the grant date.
The Company recognized stock-based compensation expense as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2025
2024
2025
2024
Restricted stock-based unit awards
$
5,970
$
5,121
$
14,168
$
14,265
Other share-based awards
1,445
3,022
6,315
9,959
Total stock-based compensation before tax
7,415
8,143
20,483
24,224
Tax benefit
(
1,491
)
(
1,429
)
(
3,635
)
(
4,038
)
Total stock-based compensation expense included in net income (loss)
$
5,924
$
6,714
$
16,848
$
20,186
Performance Restricted Stock Units
PSUs granted in fiscal years 2025 and 2024 cliff-vest after three years at a rate ranging from
0
% to
200
% subject to achievement of certain financial performance criteria over the same three years based on measurements of the Company’s Adjusted EBITDA margin and cash earnings, both terms as defined in the award agreement, and the recipient's continued service to the Company. Financial performance is measured at the conclusion of each fiscal year of the vesting period by the Human Capital Committee (“HCC”).
The number of PSUs that ultimately vest is further modified based on the Company’s total shareholder return (“TSR”) relative to a defined peer group over the same performance period (which adjustment imposes a floor or a cap on the total number of PSUs that are eligible to vest based on the Company’s relative total shareholder return ranking). Following completion of the performance period and determination of achievement levels, the HCC approves the final number of PSUs vested and settled in shares of the
17
Company’s Class A common stock.
During the first quarter of 2025, the HCC determined the year one achievement percentage for PSUs granted in fiscal year 2024 to be
128.3
% with two years remaining in the performance period.
No
achievement assessment has been determined for awards granted in 2025 as the Company has not completed any performance periods in the measurement period.
PSUs granted in fiscal year 2023 vest over a
three year
period at a rate ranging from
0
% to
150
% subject to achievement of certain financial performance criteria based on the Company’s revenues and Adjusted EBITDA targets, both terms as defined in the award agreement, over the 2023 fiscal year, and the recipient’s continued service to the Company. During the first quarter of 2024, the HCC determined that the achievement percentage for the 2023 grants was
150
%. This achievement percentage is subject to downward adjustment in fiscal years 2024 and 2025 by the HCC if the Company does not maintain above target performance.
The fair value of PSU grants was equal to the closing price of the Company’
s stock on the date of the applicable grant.
The following table presents the number of PSUs that would potentially be issued upon achievement of performance criteria at threshold, target and maximum. The maximum potential expense if the maximum achievement level were met for these awards has been provided in the table below. Recognition of expense associated with performance-based stock is not permitted until achievement of the performance targets are probable of occurring.
Year Granted
Number of
Shares
Threshold
Number of
Shares
Target
Number of
Shares
Maximum
Weighted Average Grant Date Fair Value Per Share
Maximum Remaining Unrecognized Compensation Expense
Weighted-average remaining requisite service periods
2025
464,057
3,712,457
7,424,915
$
1.31
$
5,977,758
2.6
years
2024
138,369
1,106,955
1,949,348
$
3.38
$
1,897,716
1.6
years
2023
3,520,652
3,520,652
5,280,978
$
2.12
$
2,099,122
0.7
years
The following table summarizes the PSU activity for the
nine months ended September 30, 2025:
Performance Share Units
Weighted Average Grant
Date Fair Value
Outstanding at January 1, 2025
6,770,840
$
2.56
Granted
4,005,531
$
1.30
Distributed
(
1,564,802
)
$
2.32
Forfeited
(
1,159,926
)
$
2.22
PSU performance adjustment
(1)
288,421
$
4.33
Outstanding at September 30, 2025
(2)
8,340,064
$
2.05
(1)
The number of PSUs outstanding was adjusted during the first quarter of fiscal year 2025, to reflect the
128.3
% achievement level approved by the HCC for fiscal year 2024.
(2)
PSU award activity is presented at target until the period in which the HCC approves the achievement percentages, at which point the awards are adjusted accordingly, subject to additional performance requirements and service-based vesting conditions.
Restricted Stock Units
RSUs are subject to the recipient’s continued service to the Company. RSUs are generally scheduled to vest over
three years
and are subject to the provisions of the agreement under the Plan.
18
During the
nine months ended September 30, 2025, the following activities involving RSUs occurred under the Plan:
Number of RSUs
Weighted Average Grant
Date Fair Value
Outstanding at January 1, 2025
11,817,446
$
3.28
Granted
20,823,178
$
1.30
Distributed
(
5,283,871
)
$
3.37
Forfeited
(
3,102,533
)
$
2.04
Outstanding at September 30, 2025
24,254,220
$
1.72
As of September 30, 2025, the total remaining unrecognized compensation cost related to RSUs amounted to
$
22.2
million, which is expected to be amortized over the weighted-average remaining requisite service periods of
2.2
years
.
Stock Options
During the
nine months ended September 30, 2025, the following activities involving stock options occurred under the Plan:
Stock Options
Weighted Average Exercise Price
Weighted Average Remaining Contractual Life
Aggregate Intrinsic Value
(in thousands)
Outstanding at January 1, 2025
20,433,018
$
5.75
Granted
7,216,054
$
1.31
Forfeited
(
1,811,428
)
$
6.59
Cancelled/Expired
(
146,373
)
$
2.83
Outstanding at September 30, 2025
25,691,271
$
4.46
6.6
years
$
1,559
Exercisable at September 30, 2025
7,746,630
$
3.28
6.2
years
$
—
As of September 30, 2025, the Company had approximately
$
6.4
million of total unrecognized compensation expense related to stock options, net of forfeitures, which the Company expects to recognize over a weighted-average period of approximately
2.2
years
.
There were
no
options exercised during the
three and nine months ended September 30, 2025 and 2024
.
11. Earnings Per Share
The Company calculates earnings per share using a dual presentation of basic and diluted earnings per share. Basic earnings per share is calculated by dividing net income attributable to stockholders of the Company by the weighted-average shares of common stock outstanding without the consideration for potential dilutive shares of common stock. Diluted earnings per share represents basic earnings per share adjusted to include the potentially dilutive effect of performance stock units, restricted stock units, public and private placement warrants, the employee stock purchase plan and stock options. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding and the potential dilutive shares of common stock for the period determined using the treasury stock method. During periods of net loss, diluted loss per share is equal to basic loss per share because the antidilutive effect of potential common shares is disregarded.
19
The following is a reconciliation of basic and diluted earnings per common share:
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands, except share and earnings per share data)
2025
2024
2025
2024
Basic earnings per share computation:
Numerator:
Net income (loss) from continuing operations attributable to stockholders of Advantage Solutions Inc.
$
20,565
$
(
37,320
)
$
(
66,005
)
$
(
200,469
)
Net (loss) income from discontinued operations, net of tax
—
(
5,456
)
—
53,743
Less: net income from discontinued operations attributable to noncontrolling interest, net of tax
—
—
—
2,192
Net (loss) income from discontinued operations attributable to stockholders of Advantage Solutions Inc.
$
—
$
(
5,456
)
$
—
$
51,551
Denominator:
Weighted average common shares - basic
325,921,176
321,080,571
323,988,621
321,774,115
Basic income (loss) per common share from continuing operations attributable to stockholders of Advantage Solutions Inc.
$
0.06
$
(
0.12
)
$
(
0.20
)
$
(
0.62
)
Basic (loss) earnings per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc.
$
—
$
(
0.02
)
$
—
$
0.17
Diluted earnings per share computation:
Numerator:
Net income (loss) from continuing operations attributable to stockholders of Advantage Solutions Inc.
$
20,565
$
(
37,320
)
$
(
66,005
)
$
(
200,469
)
Net (loss) income from discontinued operations, net of tax
—
(
5,456
)
—
53,743
Less: net income from discontinued operations attributable to noncontrolling interest, net of tax
—
—
—
2,192
Net (loss) income from discontinued operations attributable to stockholders of Advantage Solutions Inc.
$
—
$
(
5,456
)
$
—
$
51,551
Denominator:
Weighted average common shares outstanding
325,921,176
321,080,571
323,988,621
321,774,115
Performance stock units
3,727,256
—
—
—
Restricted stock units
9,880,861
—
—
—
Employee stock purchase plan and stock options
317,904
—
—
—
Weighted average common shares - diluted
339,847,197
321,080,571
323,988,621
321,774,115
Diluted income (loss) per common share from continuing operations
$
0.06
$
(
0.12
)
$
(
0.20
)
$
(
0.62
)
Diluted (loss) income per common share from discontinued operations
$
—
$
(
0.02
)
$
—
$
0.17
The Company had
18,578,321
warrants to purchase Class A common stock at $
11.50
per share outstanding at
September 30, 2025 and 2024, which have been excluded from the calculation of diluted earnings per common share, as the weighted average market price of the common stock during the three and nine months ended September 30, 2025 and 2024 did not exceed the exercise price of the warrants.
In accordance with the treasury stock method the weighted average shares outstanding assuming dilution include the incremental effect of stock-based awards, except when such effect would be antidilutive. Stock-based awards of
10.3
million weighted-average shares were outstanding for the nine months ended September 30, 2025, but were not included in the computation of diluted (loss) earnings per common share because the net loss position of the Company made them antidilutive. Stock-based awards of
13.9
million and
16.6
million weighted-average shares were outstanding for the
three and nine months ended September 30, 2024
, but were not included in the computation of diluted loss per common share because the net loss position of the Company made them antidilutive.
12. Subsequent Events
On October 28, 2025, the Company’s public and private placement warrants expired in accordance with their contractual terms.
No
warrants were exercised during the period from October 1, 2025 through
October 28, 2025
20
. As of the expiration date, the warrants had
no
intrinsic value and a fair value of
zero
. Accordingly, the Company’s liability balance related to the warrants was fully extinguished subsequent to September 30, 2025.
21
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Quarterly Report”), including the section titled “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) including statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, our business, our beliefs and our management’s assumptions. Such words as “expect,” “anticipate,” “outlook,” “could,” “target,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “should,” “may,” “assume” and “continue” as well as variations of such words and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain such terms. These statements are not guarantees of future performance and they involve certain risks, uncertainties and assumptions that are difficult to predict. We have based our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may differ materially from what is expressed, implied or forecasted by our forward-looking statements. More information regarding these risks and uncertainties and other important factors that could cause actual results to differ materially from those in the forward-looking statements is set forth in “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”). Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission (the “SEC”), we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this report, whether as a result of new information, future events, changes in assumptions or otherwise.
Business Overview
We are a leading omni-commerce business solutions provider to consumer goods manufacturers and retailers. We have a strong platform of essential, business critical services like headquarter sales, retail merchandising, in-store sampling, digital commerce, and shopper marketing. We generate demand for brands and retailers of all sizes, helping get the right products on the shelf, whether physical or digital, and into the hands of consumers in every way they shop. We use a scaled platform to innovate as a trusted partner with our clients, solving problems to increase their efficiency and effectiveness across a broad range of channels.
Our quarterly results are seasonal in nature, with the fourth fiscal quarter typically generating a higher proportion of our revenues than other fiscal quarters, as a result of higher consumer spending. We generally record slightly lower revenues in the first fiscal quarter of each year, as our clients begin to roll out new programs for the year, and consumer spending generally is less in the first fiscal quarter than other quarters. The timing of our clients’ marketing expenses, associated with marketing campaigns and new product launches, can also result in fluctuations from one quarter to another.
We report financial results for the following three reportable segments:
Through our Branded Services segment, which generated approximately 33.5% and 36.8% of our revenues in the nine months ended September 30, 2025 and 2024, respectively, we provide services to branded consumer goods manufacturers through three main categories: brokerage, branded merchandising and omni-commerce marketing services. Brokerage services is primarily an outsourced sales and services agency for branded consumer goods manufacturers at retailer headquarters, in-store and online. Additionally, we lead with insights to execute branded merchandising strategies for branded consumer goods manufacturers related to merchandising in-store and online to drive product sales. Our omni-commerce marketing services primarily relate to digital and field marketing services, including shopper marketing, targeted advertising, interactive design and development, inventory management, application development and content management solutions.
Through our Experiential Services segment, which generated approximately 39.8% and 36.3% of our revenues in the nine months ended September 30, 2025 and 2024, respectively, we help brands and retailers reach consumers and
22
convert shoppers into buyers through in-store and online sampling and demonstrations. We manage highly customized, large-scale sampling programs for leading brands and retailers. We also manage, organize and execute special events for brands and retailers, including large-scale meetings, mobile tours, summits and festivals.
Through our Retailer Services segment, which generated approximately 26.7% and 27.0% of our revenues in the nine months ended September 30, 2025 and 2024, respectively, we provide end-to-end advisory, retailer merchandising and agency services to retailers. Advisory services primarily consist of consulting services related to private brand development, including coordination related to the sourcing, manufacturing, branding and distribution of private label products to the end retailer. Retailer merchandising services primarily relate to the execution of merchandising strategies, including traditional services such as interior store construction, store resets, category updates and new item implementation. Agency services primarily consist of providing marketing strategies within retail locations, including retail media networks, and analyzing shopper behavior to offer planning, execution and measurement of insight-based, retailer-specific promotions that target retailers’ specific shopper base to drive product sales.
Executive Summary
Three Months Ended September 30,
Change Reported
Nine Months Ended September 30,
Change Reported
(amounts in thousands)
2025
2024
$
%
2025
2024
$
%
Revenues
$
915,012
$
939,270
$
(24,258
)
(2.6
)%
$
2,610,511
$
2,674,039
$
(63,528
)
(2.4
)%
Operating income (loss) from continuing operations
40,160
(3,177
)
43,337
1364.1
%
35,550
(124,386
)
159,936
128.6
%
Net income (loss) from continuing operations
20,565
(37,320
)
57,885
155.1
%
(66,005
)
(200,469
)
134,464
67.1
%
Adjusted Net Income
(1)
53,961
23,667
30,294
128.0
%
52,335
54,889
(2,554
)
(4.7
)%
Adjusted EBITDA
(1)
Branded Services
41,657
48,796
(7,139
)
(14.6
)%
103,638
125,986
(22,348
)
(17.7
)%
Experiential Services
35,320
23,299
12,021
51.6
%
73,276
62,603
10,673
17.0
%
Retailer Services
22,577
28,825
(6,248
)
(21.7
)%
67,228
72,869
(5,641
)
(7.7
)%
Adjusted EBITDA from Continuing Operations
$
99,554
$
100,920
$
(1,366
)
(1.4
)%
$
244,142
$
261,458
$
(17,316
)
(6.6
)%
af
(1)
Adjusted Net Income and Adjusted EBITDA from Continuing Operations are financial measures that are not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted Net Income and Adjusted EBITDA from Continuing Operations and reconciliations of Net income to Adjusted Net Income and Adjusted EBITDA from Continuing Operations, see “
Non-GAAP Financial Measures
.”
The Company reported net income of $20.6 million in the third quarter of 2025, compared to a net loss of $37.3 million during the same period last year. This positive shift was primarily supported by a strong performance in our Experiential segment primarily driven by strong demand and execution, reduced selling, general, and administrative expenses, a one-time gain from divesting an equity stake in a foodservice business, and favorable tax legislation. While these results are encouraging, they were tempered by declines in the Branded and Retailer segments.
Adjusted EBITDA was $99.6 million for the third quarter of 2025 as compared to $100.9 million for the third quarter of 2024, reflecting a modest decrease compared to the same period in 2024. Adjusted EBITDA versus the same period last year was supported by a strong performance in the Experiential Services segment driven by strong demand and execution; however, broader macroeconomic headwinds continued to impact our Branded and Retailer Services segments negatively.
Non-GAAP Financial Measures
In the accompanying analysis of financial results, we include certain financial measures that are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP financial measures are derived from our consolidated and segment financial information but exclude or adjust for certain items that are included in the most directly comparable GAAP measures. We believe these non-GAAP (“Non-GAAP”) financial measures provide investors with additional insight into our operating performance, underlying business trends, and period-over-period comparability. However, these measures are not in accordance with GAAP, and should not be considered in isolation or as a substitute for the most directly comparable GAAP measures.
23
A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP measure is provided below:
•
Adjusted Net Income
•
Adjusted EBITDA from Continuing Operations
•
Adjusted EBITDA by Segment
We define Adjusted Net Income, which is a non-GAAP financial measure, as net (loss) income before (i) net income attributable to noncontrolling interest, (ii) impairment of goodwill and indefinite-lived assets, (iii) gain on deconsolidation of subsidiaries, (iv) equity-based compensation of Karman Topco L.P., (v) changes in fair value of warrant liability, (vi) fair value adjustments of contingent consideration related to acquisitions, (vii) acquisition and divestiture related expenses, (viii) restructuring expenses, (ix) reorganization expenses, (x) litigation expenses, (xi) amortization of intangible assets, (xii) gain on repurchases of Term Loan Facility and Notes (as such terms are defined below) debt, (xiii) COVID-19 benefits received, (xiv) costs associated with (recovery from) the Take 5 Matter, (xv) other adjustments that management believes are helpful in evaluating our operating performance, and (xvi) related tax adjustments. We present Adjusted Net Income because we use it as a supplemental measure to evaluate the performance of our business in a way that also considers our ability to generate profit without the impact of items that we do not believe are indicative of our operating performance or are unusual or infrequent in nature and aid in the comparability of our performance from period to period. Adjusted Net Income should not be considered as an alternative for Net (loss) income, our most directly comparable measure presented on a GAAP basis.
Adjusted EBITDA from Continuing Operations and Adjusted EBITDA by Segment are supplemental non-GAAP financial measures of our operating performance.
Adjusted EBITDA from Continuing Operations means net (loss) income before (i) interest expense (net), (ii) provision for (benefit from) income taxes, (iii) depreciation, (iv) amortization of intangible assets, (v) impairment of goodwill, (vi) changes in fair value of warrant liability, (vii) stock-based compensation expense, (viii) equity-based compensation of Karman Topco L.P., (ix) fair value adjustments of contingent consideration related to acquisitions, (x) acquisition and divestiture related expenses, (xi) (gain) loss on divestiture, (xii) restructuring expenses, (xiii) reorganization expenses, (xiv) litigation expenses (recovery), (xv) COVID-19 benefits received, (xvi) costs associated with (recovery from) the Take 5 Matter, (xvii) EBITDA for economic interests in investments and (xviii) other adjustments that management believes are helpful in evaluating our operating performance.
Adjusted EBITDA by Segment means, with respect to each segment, operating income (loss) from continuing operations before (i) depreciation, (ii) amortization of intangible assets, (iii) impairment of goodwill, (iv) stock based compensation expense, (v) equity-based compensation of Karman Topco L.P., (vi) fair value adjustments of contingent consideration related to acquisitions, (vii) acquisition and divestiture related expenses, (viii) restructuring expenses, (ix) reorganization expenses, (x) litigation expenses (recovery), (xi) COVID-19 benefits received, (xii) costs associated with (recovery from) the Take 5 Matter, (xiii) EBITDA for economic interests in investments and (xiv) other adjustments that management believes are helpful in evaluating our operating performance, in each case, attributable to such segment.
We present Adjusted EBITDA from Continuing Operations and Adjusted EBITDA by Segment because they are key operating measures used by us to assess our financial performance. These measures adjust for items that we believe do not reflect the ongoing operating performance of our business, such as certain non-cash items, unusual or infrequent items or items that change from period to period without any material relevance to our operating performance. We evaluate these measures in conjunction with our results according to GAAP because we believe they provide a more complete understanding of factors and trends affecting our business than GAAP measures alone. Furthermore, the agreements governing our indebtedness contain covenants and other tests based on measures substantially similar to Adjusted EBITDA from Continuing Operations. Neither Adjusted EBITDA from Continuing Operations nor Adjusted EBITDA by Segment should be considered as an alternative for Net (loss) income or operating income (loss), our most directly comparable measures presented on a GAAP basis.
Non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. Additionally, other companies may calculate non-GAAP measures differently, or may use other measures to
24
calculate their financial performance, and therefore our non-GAAP measures may not be directly comparable to similarly titled measures of other companies.
Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024
The following table sets forth items derived from the Company’s consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024 in dollars and as a percentage of total revenues.
Three Months Ended September 30,
Nine Months Ended September 30,
(amounts in thousands)
2025
2024
2025
2024
Revenues
$
915,012
100.0
%
$
939,270
100.0
%
$
2,610,511
100.0
%
$
2,674,039
100.0
%
Cost of revenues
776,421
84.9
%
794,958
84.6
%
2,246,107
86.0
%
2,298,139
85.9
%
Selling, general, and administrative expenses
57,568
6.3
%
98,438
10.5
%
191,090
7.3
%
250,377
9.4
%
Impairment of goodwill
—
0.0
%
—
0.0
%
—
0.0
%
99,670
3.7
%
Depreciation and amortization
50,743
5.5
%
51,866
5.5
%
151,802
5.8
%
152,931
5.7
%
Income from equity method investments
(1,408
)
(0.2
)%
(2,815
)
(0.3
)%
(5,566
)
(0.2
)%
(2,692
)
(0.1
)%
Gain on divestiture
(8,472
)
(0.9
)%
—
0.0
%
(8,472
)
(0.3
)%
—
0.0
%
Total operating expenses
874,852
95.6
%
942,447
100.3
%
2,574,961
98.6
%
2,798,425
104.7
%
Operating income (loss) from continuing operations
40,160
4.4
%
(3,177
)
(0.3
)%
35,550
1.4
%
(124,386
)
(4.7
)%
Other expenses:
0.0
%
Change in fair value of warrant liability
(109
)
0.0
%
40
0.0
%
(83
)
0.0
%
(359
)
0.0
%
Interest expense, net
34,954
3.8
%
38,969
4.1
%
105,128
4.0
%
114,484
4.3
%
Total other expenses
34,845
3.8
%
39,009
4.2
%
105,045
4.0
%
114,125
4.3
%
Income (loss) from continuing operations before benefit from income taxes
5,315
0.6
%
(42,186
)
(4.5
)%
(69,495
)
(2.7
)%
(238,511
)
(8.9
)%
Benefit from income taxes from continuing operations
(15,250
)
(1.7
)%
(4,866
)
(0.5
)%
(3,490
)
(0.1
)%
(38,042
)
(1.4
)%
Net income (loss) from continuing operations
$
20,565
2.2
%
$
(37,320
)
(4.0
)%
$
(66,005
)
(2.5
)%
$
(200,469
)
(7.5
)%
Other Financial Data
Adjusted Net Income
(1)
$
53,961
5.9
%
$
23,667
2.5
%
$
52,335
2.0
%
$
54,889
2.1
%
Adjusted EBITDA from Continuing Operations
(1)
$
99,554
10.9
%
$
100,920
10.7
%
$
244,142
9.4
%
$
261,458
9.8
%
Comparison of the Three Months Ended September 30, 2025 and 2024
Revenues
Three Months Ended September 30,
Change
(amounts in thousands)
2025
2024
$
%
Branded Services
$
288,804
$
331,357
$
(42,553
)
(12.8
)%
Experiential Services
377,707
342,731
34,976
10.2
%
Retailer Services
248,501
265,182
(16,681
)
(6.3
)%
Total revenues
$
915,012
$
939,270
$
(24,258
)
(2.6
)%
Branded Services segment revenues decreased $42.6 million for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease includes a $17.3 million reduction in revenues from reimbursable expenses. Excluding the impact of reimbursable expenses, the decline was primarily attributable to lower volumes, client losses and reductions in scope of services, which exceeded new business wins. These trends reflect continued macroeconomic uncertainty, as clients continue to manage their brand support spending with heightened scrutiny during the period.
Experiential Services segment revenues increased $35.0 million during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The increase includes $11.3 million of additional revenues from reimbursable expenses. Excluding the impact of reimbursable expenses, the remaining increase was primarily driven by higher event volume on improved demand, enhanced staffing levels, favorable client and service mix, and higher average pricing, reflecting continued recovery and growth in client activation activity.
Retailer Services segment revenues decreased $16.7 million during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease was primarily driven by lower volumes in our existing client base, partially offset by better pricing.
25
Cost of Revenues
Cost of revenues as a percentage of revenues for the three months ended September 30, 2025 was 84.9%, as compared to 84.6% for the three months ended September 30, 2024. The net increase as a percentage of revenues was primarily attributable to an increase in variable labor costs, partially offset by lower fixed labor costs, driven by prior period restructuring events, and lower discretionary bonus.
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses as a percentage of revenues for the three months ended September 30, 2025 was 6.3%, compared to 10.5% for the three months ended September 30, 2024. The decrease as a percentage of revenues was primarily driven by lower restructuring costs, reimbursement of $5.0 million of COVID-19 eligible expenses incurred in prior periods, and lower compensation costs, partially offset by higher technology spend.
Depreciation and Amortization Expense
Depreciation and amortization expense was $50.7 million for the three months ended September 30, 2025 compared to $51.9 million for the three months ended September 30, 2024. The net decrease was primarily due to a $1.6 million decrease in amortization expense resulting from intangible asset impairment charges incurred in fiscal year 2024, partially offset by a $0.3 million increase in depreciation expense as a result of an increase in software amortization on increased investment in software, primarily due to the implementation of our new global enterprise resource planning system.
Operating (Loss) Income from Continuing Operations
Three Months Ended September 30,
Change
(amounts in thousands)
2025
2024
$
%
Branded Services
$
8,196
$
(12,210
)
$
20,406
167.1
%
Experiential Services
20,912
587
20,325
3,462.5
%
Retailer Services
11,052
8,446
2,606
30.9
%
Total operating income (loss) from continuing operations
$
40,160
$
(3,177
)
$
43,337
1,364.1
%
In the Branded Services segment, the transition from operating loss to operating income during the three months ended September 30, 2025 as compared to the same period in the prior year was primarily due to an $8.5 million gain on the divestiture of our 7.5% equity method investment in a foodservices business, lower operating costs, partially offset by lower earnings on decreased revenues, as discussed above. The improvement in operating expenses was primarily in reduced payroll, lower restructuring and reorganization expenses, and lower incentives.
In the Experiential Services segment, the increase in operating income during the three months ended September 30, 2025 as compared to the same period in the prior year was due to the increase in revenues as discussed above, as well as lower restructuring and reorganization costs and the result of cost reduction efforts, including reductions in payroll-related and other indirect expenses.
In the Retailer Services segment, the increase in operating income during the three months ended September 30, 2025 as compared to the same period in the prior year was primarily driven by lower restructuring and reorganization costs, and favorable cost management actions partially offset by the decrease in revenues as discussed above.
Interest Expense, net
Interest expense, net decreased by $4.0 million, or 10.3%, to $35.0 million for the three months ended September 30, 2025, from $39.0 million for the three months ended September 30, 2024. The decrease in interest expense was primarily due to lower interest rates and lower debt balance as a result of repurchases of debt associated with the Term Loan Facility and Notes as further described in “
Liquidity and Capital Resources—Repurchases of Shares and Debt—Repurchases of Term Loan Facility and Notes.
” The decrease was also due to a decrease in fair value adjustments for our derivative financial instruments, partially offset by gains on the repurchase of Notes during the three months ended September 30, 2024, which did not recur during the three months ended September 30, 2025.
26
Benefit from Income Taxes
The Company recognized a benefit from income taxes of $15.3 million and $4.9 million for the three months ended September 30, 2025 and 2024, respectively. Although the Company generated pretax income from continuing operations during the 2025 period, the effective tax rate reflected a tax benefit driven by the release of the valuation allowance on interest expense carryforwards resulting from OBBB.
Net Income (Loss) from Continuing Operations
Net income from continuing operations was $20.6 million for the three months ended September 30, 2025, compared to net loss from continuing operations of $37.3 million for the three months ended September 30, 2024. The improvement from a net loss to net income was primarily driven by lower restructuring costs, reimbursement of $5.0 million of COVID-19 eligible expenses incurred in prior periods, and lower compensation costs, partially offset by higher technology spend. Further contributing to the improvement was lower interest expense, higher income tax benefit and an $8.5 million gain on the divestiture of our 7.5% equity method investment in a foodservices business during the three months ended September 30, 2025.
Comparison of the Nine Months Ended September 30, 2025 and 2024
Revenues
Nine Months Ended September 30,
Change
(amounts in thousands)
2025
2024
$
%
Branded Services
$
873,866
$
982,752
$
(108,886
)
(11.1
)%
Experiential Services
1,039,433
969,590
69,843
7.2
%
Retailer Services
697,212
721,697
(24,485
)
(3.4
)%
Total revenues
$
2,610,511
$
2,674,039
$
(63,528
)
(2.4
)%
Branded Services segment revenues decreased $108.9 million during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decrease includes a $30.6 million reduction in revenues from reimbursable expenses. Excluding the impact of reimbursable expenses, the decline was primarily attributable to lower volumes, client losses and reductions in scope of services, which exceeded new business wins. These trends reflect continued macroeconomic uncertainty, as clients continue to manage their brand support spending with heightened scrutiny during the period.
Experiential Services segment revenues increased $69.8 million during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase includes $37.0 million of additional revenues from reimbursable expenses. Excluding the impact of reimbursable expenses, the remaining increase was primarily driven by higher event volume on improved demand, enhanced staffing levels, favorable client and service mix, and higher average pricing, reflecting continued recovery and growth in client activation activity.
Retailer Services segment revenues decreased $24.5 million during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decrease in revenues was primarily driven by lower volumes in our existing client base, partially offset by better pricing.
Cost of Revenues
Cost of revenues as a percentage of revenues remained substantially consistent at 86.0% for the nine months ended September 30, 2025, as compared to 85.9% for the nine months ended September 30, 2024. The net increase as a percentage of revenues was primarily attributable to an increase in variable labor costs, partially offset by lower fixed labor costs, driven by prior period restructuring events, and lower discretionary bonus.
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses as a percentage of revenues for the nine months ended September 30, 2025 was 7.3%, compared to 9.4% for the nine months ended September 30, 2024. The decrease as a percentage of revenues was primarily due to lower restructuring and reorganization expenses, reimbursement of $5.7 million of
27
COVID-19 eligible expenses incurred in prior periods, lower compensation costs, partially offset by higher technology spend and an increase in bad debt expense.
Depreciation and Amortization Expense
Depreciation and amortization expense was materially consistent at $151.8 million for the nine months ended September 30, 2025, compared to $152.9 million for the nine months ended September 30, 2024. The decrease is primarily due to a $4.2 million decrease in amortization expense resulting from intangible asset impairment charges incurred in fiscal year 2024, partially offset by a $3.1 million increase in depreciation expense as a result of an increase in software amortization on increased investment in software, primarily due to the implementation of our new global enterprise resource planning system.
Operating Income (Loss) from Continuing Operations
Nine Months Ended September 30,
Change
(amounts in thousands)
2025
2024
$
%
Branded Services
$
(17,666
)
$
(141,608
)
$
123,942
87.5
%
Experiential Services
28,267
3,398
24,869
731.9
%
Retailer Services
24,949
13,824
11,125
80.5
%
Total operating income (loss) from continuing operations
$
35,550
$
(124,386
)
$
159,936
128.6
%
In the Branded Services segment, the decrease in operating loss during the nine months ended September 30, 2025 as compared to the same period in the prior year was primarily due to a $99.7 million non-cash goodwill impairment charge during the nine months ended September 30, 2024, an $8.5 million gain on the divestiture of our 7.5% equity method investment in a foodservices business during the three months ended September 30, 2025, lower operating expenses, partially offset by lower earnings on decreased revenues, as discussed above, and higher bad debt expense. The improvement in operating expenses was primarily in reduced payroll, lower restructuring and reorganization expenses, and lower incentive compensation.
In the Experiential Services segment, the increase in operating income during the nine months ended September 30, 2025 as compared to the same period in the prior year was primarily driven by the increase in revenues, discussed above, lower restructuring and reorganization expenses, partially offset by higher compensation and staff recruiting expenses.
In the Retailer Services segment, the increase in operating income for the nine months ended September 30, 2025 was primarily due to cost management actions and workforce optimization efforts that reduced part-time labor and discretionary spending, partially offset by the decrease in revenues as discussed above and increased compensation costs.
Interest Expense, net
Interest expense, net decreased by $9.4 million, or 8.2%, to $105.1 million for the nine months ended September 30, 2025, from $114.5 million for the nine months ended September 30, 2024. The decrease in interest expense was primarily due to lower interest rates and a lower debt balance as a result of repurchases of Term Loan Facility and Notes as further described in “
Liquidity and Capital Resources—Repurchases of Shares and Debt—Repurchases of Term Loan Facility and Notes.
” The decrease was partially offset by an increase in fair value adjustments for our derivative financial instruments and a decrease in gain on repurchase of Notes during the nine months ended September 30, 2025.
28
Benefit from Income Taxes
For the nine months ended September 30, 2025 and 2024, the Company recognized a benefit from income taxes of $3.5 million and $38.0 million, respectively. The year-over-year fluctuation primarily reflects a change in the effective tax rate (i) due to a reduction in pretax loss compared to the prior-year period, (ii) the non-deductible goodwill impairment recognized in 2024, and (iii) the valuation allowance change on interest expense carryforwards under OBBB.
Net Loss from Continuing Operations
Net loss from continuing operations was $66.0 million for the nine months ended September 30, 2025, compared to net loss from continuing operations of $200.5 million for the nine months ended September 30, 2024. The decrease in net loss from continuing operations was primarily driven by a non-cash goodwill impairment charge of $99.7 million related to our Branded Agencies reporting unit goodwill during the nine months ended September 30, 2024, lower reorganization and restructuring costs, lower interest expense, higher income tax benefit and an $8.5 million gain on the divestiture of our 7.5% equity method investment in a foodservices business during the three months ended September 30, 2025.
29
Reconciliation of Non-GAAP Financial Measures
Adjusted Net Income
A reconciliation of Adjusted Net Income to Net loss is provided in the following table:
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2025
2024
2025
2024
Net income (loss) from continuing operations
$
20,565
$
(37,320
)
$
(66,005
)
$
(200,469
)
Add:
Impairment of goodwill
—
—
—
99,670
Gain on divestiture
(8,472
)
—
(8,472
)
—
Equity-based compensation of Karman Topco L.P.
(a)
—
(178
)
(1,524
)
(658
)
Change in fair value of warrant liabilities
(109
)
40
(83
)
(359
)
Fair value adjustments related to contingent consideration related to acquisitions
(b)
—
—
—
1,678
Acquisition and divestiture related expenses
(c)
251
127
731
(1,207
)
Restructuring expenses
(d)
—
24,118
931
24,118
Reorganization expenses
(e)
9,775
18,637
38,445
73,980
Litigation expenses (recoveries)
(f)
50
(1,713
)
963
(2,422
)
Amortization of intangible assets
(g)
42,918
44,529
128,752
132,988
Gain on repurchases of Term Loan Facility and Notes
(h)
—
(4,038
)
(1,624
)
(7,091
)
Costs associated with the Take 5 Matter
(i)
421
385
985
1,081
Tax adjustments related to non-GAAP adjustments
(j)
(11,438
)
(20,920
)
(40,764
)
(66,420
)
Adjusted Net Income
$
53,961
$
23,667
$
52,335
$
54,889
(a)
Represents expenses related to equity-based compensation expense associated with grants of Common Series D Units of Karman Topco L.P. made to one of our equity sponsors.
(b)
Represents adjustments to the estimated fair value of our contingent consideration liabilities related to our acquisitions, for the applicable periods.
(c)
Represents fees and costs associated with activities related to our acquisitions, divestitures, and related activities, including professional fees, due diligence, and integration activities.
(d)
Restructuring charges including programs designed to integrate and reduce costs intended to further improve efficiencies in operational activities and align cost structures consistent with revenue levels associated with business changes. Restructuring expenses include costs associated with the Voluntary Early Retirement Program ("VERP") and employee termination benefits associated with a reduction-in-force and other optimization initiatives.
(e)
Represents fees and costs associated with various internal reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs.
(f)
Represents legal settlements, reserves, and expenses that are unusual or infrequent costs associated with our operating activities.
(g)
Represents the amortization of intangible assets recorded in connection with the 2014 Topco Acquisition and our other acquisitions.
(h)
Represents a gain associated with the repurchases of Noted and Term Loan Facility debt, net of deferred financing fees related to repricing of Term Loan Facility. For additional information, refer to Note 4—Debt to our unaudited condensed financial statements for the three and nine months ended September 30, 2025 and 2024.
(i)
Represents costs associated with collection activities related to the Take 5 Matter, primarily professional fees and other related costs.
(j)
Represents the tax provision or benefit associated with the adjustments above, taking into account our applicable tax rates, after excluding adjustments related to items that do not have a related tax impact
30
Adjusted EBITDA
Reconciliations of Adjusted EBITDA from Continuing Operations to Net income (loss) from continuing operations is provided in the following table:
Continuing Operations
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2025
2024
2025
2024
Net income (loss) from continuing operations
$
20,565
$
(37,320
)
$
(66,005
)
$
(200,469
)
Add:
Interest expense, net
34,954
38,969
105,128
114,484
Benefit from income taxes from continuing operations
(15,250
)
(4,866
)
(3,490
)
(38,042
)
Depreciation and amortization
50,743
51,866
151,802
152,931
Impairment of goodwill
—
—
—
99,670
Gain on divestiture
(8,472
)
—
(8,472
)
—
Changes in fair value of warrant liability
(109
)
40
(83
)
(359
)
Stock-based compensation expense
(a)
7,415
8,143
20,483
24,224
Equity-based compensation of Karman Topco L.P.
(b)
—
(178
)
(1,524
)
(658
)
Fair value adjustments related to contingent consideration
(c)
—
—
—
1,678
Acquisition and divestiture related expenses
(d)
251
127
731
(1,207
)
Restructuring expenses
(e)
—
24,118
931
24,118
Reorganization expenses
(f)
9,775
18,637
38,445
73,980
Litigation expenses (recovery)
(g)
50
(1,713
)
963
(2,422
)
COVID-19 benefits received
(h)
(5,008
)
—
(5,723
)
—
Costs associated with the Take 5 Matter
(i)
421
385
985
1,081
EBITDA for economic interests in investments
(j)
4,219
2,712
9,971
12,449
Adjusted EBITDA from Continuing Operations
$
99,554
$
100,920
$
244,142
$
261,458
Financial information by segment, including a reconciliation of Adjusted EBITDA by Segment to operating income (loss), the closest GAAP financial measure, is provided in the following table:
Branded Services segment
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2025
2024
2025
2024
Operating income (loss)
$
8,196
$
(12,210
)
$
(17,666
)
$
(141,608
)
Add:
Depreciation and amortization
31,487
33,087
94,511
97,401
Impairment of goodwill
—
—
—
99,670
Gain on divestiture
(8,472
)
—
(8,472
)
—
Stock-based compensation expense
(a)
3,066
1,829
7,607
8,551
Equity-based compensation of Karman Topco L.P.
(b)
—
402
375
924
Fair value adjustments related to contingent consideration
(c)
—
—
—
1,678
Acquisition and divestiture related expenses
(d)
73
49
457
153
Restructuring expenses
(e)
—
15,392
358
15,392
Reorganization expenses
(f)
4,410
6,959
17,130
29,863
Litigation (recovery) expenses
(g)
(97
)
191
273
432
COVID-19 benefits received
(h)
(1,646
)
—
(1,891
)
—
Costs associated with the Take 5 Matter
(i)
421
385
985
1,081
EBITDA for economic interests in investments
(j)
4,219
2,712
9,971
12,449
Branded Services segment Adjusted EBITDA
$
41,657
$
48,796
$
103,638
$
125,986
31
Experiential Services segment
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2025
2024
2025
2024
Operating income
$
20,912
$
587
$
28,267
$
3,398
Add:
Depreciation and amortization
10,744
10,289
31,965
31,224
Stock-based compensation expense
(a)
1,991
3,371
5,630
7,469
Equity-based compensation of Karman Topco L.P.
(b)
—
(281
)
(976
)
(783
)
Acquisition and divestiture related expenses
(d)
86
32
160
37
Restructuring expenses
(e)
—
3,430
186
3,430
Reorganization expenses
(f)
3,285
5,670
9,662
17,394
Litigation expenses
(g)
123
201
451
434
COVID-19 benefits received
(h)
(1,821
)
—
(2,069
)
—
Experiential Services segment Adjusted EBITDA
$
35,320
$
23,299
$
73,276
$
62,603
Retailer Services segment
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2025
2024
2025
2024
Operating income
$
11,052
$
8,446
$
24,949
$
13,824
Add:
Depreciation and amortization
8,512
8,490
25,326
24,306
Stock-based compensation expense
(a)
2,358
2,943
7,246
8,204
Equity-based compensation of Karman Topco L.P.
(b)
—
(299
)
(923
)
(799
)
Acquisition and divestiture related expenses
(d)
92
46
114
(1,397
)
Restructuring expenses
(e)
—
5,296
387
5,296
Reorganization expenses
(f)
2,080
6,008
11,653
26,723
Litigation expenses (recovery)
(g)
24
(2,105
)
239
(3,288
)
COVID-19 benefits received
(h)
(1,541
)
—
(1,763
)
—
Retailer Services segment Adjusted EBITDA
$
22,577
$
28,825
$
67,228
$
72,869
(a)
Represents non-cash compensation expense related to performance stock units, restricted stock units, and stock options under the 2020 Advantage Solutions Incentive Award Plan and the Advantage Solutions 2020 Employee Stock Purchase Plan.
(b)
Represents expenses related to equity-based compensation expense associated with grants of Common Series D Units of Karman Topco L.P. made to one of our equity sponsors.
(c)
Represents adjustments to the estimated fair value of our contingent consideration liabilities related to our acquisitions, for the applicable periods.
(d)
Represents fees and costs associated with activities related to our acquisitions, divestitures, and related activities, including professional fees, due diligence, and integration activities.
(e)
Restructuring charges including programs designed to integrate and reduce costs intended to further improve efficiencies in operational activities and align cost structures consistent with revenue levels associated with business changes. Restructuring expenses include costs associated with the Voluntary Early Retirement Program (“VERP”) and employee termination benefits associated with a reduction-in-force and other optimization initiatives.
(f)
Represents fees and costs associated with various internal reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs.
(g)
Represents legal settlements, reserves, and expenses that are unusual or infrequent costs associated with our operating activities.
(h)
Represents benefits received from government grants for COVID-19 relief.
(i)
Represents costs associated with collection activities related to the Take 5 Matter, primarily professional fees and other related costs.
(j)
Represents additions to reflect our proportional share of Adjusted EBITDA related to our equity method investments and reductions to remove the Adjusted EBITDA related to the minority ownership percentage of the entities that we fully consolidate in our financial statements.
32
Liquidity and Capital Resources
Our principal sources of liquidity are cash receipts for services performed, and borrowings under the Revolving Credit Facility (as defined below). Our principal uses of cash are operating expenses, working capital requirements, interest on debt and repayment of debt. Principal uses of cash used in investing activities includes our enterprise resource planning initiative, which includes upgrading our information system platform.
Our working capital as of September 30, 2025, included $201.1 million of cash and cash equivalents and $635.4 million of accounts receivable, net of allowance for expected credit losses, both of which will be a significant source of ongoing liquidity. Additionally, as of September 30, 2025, we had the ability to borrow up to $446.3 million under our Revolving Credit Facility after consideration of the borrowing base limitations and outstanding letters of credit. We expect that internally generated cash and unused availability on our Revolving Credit Facility will be sufficient to support our working capital needs, our fixed payments and other obligations on both a short-term and long-term basis.
Cash Flows
A summary of our cash operating, investing and financing activities from continuing operations are shown in the following table:
Nine Months Ended September 30,
(in thousands)
2025
2024
Net cash provided by operating activities
$
15,902
$
78,009
Net cash (used in) provided by investing activities
(13,673
)
211,427
Net cash used in financing activities
(9,910
)
(207,122
)
Net effect of foreign currency changes on cash, cash equivalents and restricted cash
178
(1,405
)
Net change in cash, cash equivalents and restricted cash
$
(7,503
)
$
80,909
Net Cash Used in Operating Activities
Cash flows from operating activities during the nine months ended September 30, 2025 were $15.9 million, representing a decrease of $62.1 million, as compared to the same period in 2024. The decrease was primarily driven by lower collections on a lower accounts receivable on lower sales, and payments associated with restructuring activities, particularly those related to staff reductions.
Net Cash (Used in) Provided by Investing Activities
Net cash used in investing activities from continuing operations during the nine months ended September 30, 2025 primarily consisted of purchases of property and equipment of $28.7 million, primarily driven by investments in software to support the enterprise resource planning initiative, and purchases of investments in unconsolidated affiliates of $3.6 million, partially offset by $18.6 million cash received for the sale of an equity method investment.
Net cash provided by investing activities from continuing operations during the nine months ended September 30, 2024 primarily consisted of the proceeds from divestitures of $275.7 million, partially offset by the purchase of property and equipment of $50.4 million and the purchase of investments in unconsolidated affiliates of $13.9 million.
Net Cash Used in Financing Activities
Cash flows used in financing activities from continuing operations during the nine months ended September 30, 2025 were primarily related to repurchases of Notes and Term Loan Facility debt of $18.2 million, repayment of principal on our Term Loan Facility of $9.9 million and payments for taxes related to net share settlement of $3.7 million.
Cash flows used in financing activities from continuing operations during the nine months ended September 30, 2024 were primarily related to repurchases of Notes of $147.1 million, repayment of principal on our Term Loan
33
Facility of $9.9 million, payments of contingent consideration of $5.7 million, payments for taxes related to net share settlement of $11.7 million and payments related to the share repurchase program of $34.1 million.
Credit Facilities
Advantage Sales & Marketing Inc. (the “Borrower”), our indirect wholly-owned subsidiary, has (i) a senior secured asset-based revolving credit facility in an aggregate principal amount of up to $500.0 million, subject to borrowing base capacity (as may be amended from time to time, the “Revolving Credit Facility”) and (ii) a secured first lien term loan credit facility in an aggregate principal amount of $1.1 billion (as may be amended from time to time, the “Term Loan Facility” and together with the Revolving Credit Facility, the “Senior Secured Credit Facilities”). As of September 30, 2025, we had unused capacity under our Revolving Credit Facility of $446.3 million, after consideration of the borrowing base limitations and outstanding letters of credit of $53.7 million.
On October 28, 2020, we issued $775.0 million aggregate principal amount of 6.50% Senior Secured Notes due 2028 (the “Notes”) and may voluntarily prepay loans or reduce commitments under the Notes, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty. We voluntarily repurchased an aggregate of $20.0 million principal amount of the Notes during the nine months ended September 30, 2025 and recognized a gain on the repurchase of $1.8 million, as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). We did not make any voluntary repurchases during the three months ended September 30, 2025.
From time to time, we may repurchase portions of our outstanding indebtedness under the Term Loan Facility and Notes. Such repurchases, if any, will depend upon prevailing market conditions, our liquidity and capital position, contractual limitations and other factors. The amounts and timing of any such repurchases will be at our discretion and we are under no obligation to repurchase any specific amount of indebtedness.
Share Repurchases
On November 9, 2021, we announced that our board of directors authorized a share repurchase program (the “2021 Share Repurchase Program”) pursuant to which we may repurchase up to $100.0 million of our Class A common stock.
The 2021 Share Repurchase Program does not have an expiration date, but provides for suspension or discontinuation at any time. The 2021 Share Repurchase Program permits the repurchase of our Class A common stock on the open market and by other means from time to time. The timing and amount of any share repurchase is subject to prevailing market conditions, relevant securities laws and other considerations, and we are under no obligation to repurchase any specific number of shares.
Future Cash Requirement
There were no material changes to our contractual future cash requirements from those disclosed in our 2024 Annual Report.
Cash and Cash Equivalents Held Outside the United States
As of September 30, 2025 and December 31, 2024, $37.6 million and $65.0 million, respectively, of our cash and cash equivalents were held by foreign subsidiaries. As of September 30, 2025, and December 31, 2024, $34.0 million and $18.5 million, respectively, of our cash and cash equivalents were held by foreign branches.
We expect existing domestic cash and cash flows from operations to continue to be sufficient to fund our domestic operating activities and cash commitments for investing and financing activities, such as debt repayment and capital expenditures, for at least the next 12 months and thereafter for the foreseeable future. Nonetheless, we assessed our determination as to our indefinite reinvestment intent for certain of our foreign subsidiaries and branches and recorded a deferred tax liability of approximately $0.9 million of withholding tax as of September 30, 2025 for unremitted earnings in Canada repatriated to the U.S. in the second quarter of fiscal year 2025. We continue to assert indefinite reinvestment
34
on earnings of our foreign operations, other than Canada although we may change our assertion if we identify a higher return on this capital in the U.S. and we are able to repatriate the income in a tax-efficient means.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet financing arrangements or liabilities, guarantee contracts, retained or contingent interests in transferred assets or any obligation arising out of a material variable interest in an unconsolidated entity. We do not have any majority-owned subsidiaries that are not included in our condensed consolidated financial statements. Additionally, we do not have an interest in, or relationships with, any special-purpose entities.
Critical Accounting Policies and Estimates
Our critical accounting policies and estimates are included in our 2024 Annual Report and did not materially change during the nine months ended September 30, 2025.
Recently Issued Accounting Pronouncements
Accounting Standards Recently Issued but Not Yet Adopted by the Company
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures
, which requires entities to expand their existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid. The standard is effective for our annual report for fiscal year 2025. The new standard is expected to be applied prospectively, but retrospective application is permitted. The adoption of this update is expected to impact only the Company’s disclosures and is not expected to have a material impact on the consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03,
Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
(“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01,
Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date
(“ASU 2025-01”). ASU 2024-03 requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03, as clarified by ASU 2025-01, is effective for us beginning in fiscal year 2026 and interim periods within fiscal year 2027, with early adoption permitted. The new standard is expected to be applied prospectively, but retrospective application is permitted. We are currently evaluating the impact of ASU 2024-03 on the consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06,
Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software
(“ASU 2025-06”), which modernizes the accounting for internal-use software costs to reflect incremental and iterative development methods. The amendments remove prescriptive development stages and require capitalization of software costs once management has authorized and committed to funding the project and it is probable the project will be completed and the software will be used as intended. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, including interim periods within those years, with early adoption permitted and application on a prospective, modified retrospective, or retrospective basis. The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements and related disclosures.
Other new accounting pronouncements recently issued or newly effective were not applicable to us, did not have a material impact on our condensed consolidated financial statements or are not expected to have a material impact on our condensed consolidated financial statements.
35
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Risk
Our exposure to foreign currency exchange rate fluctuations is primarily the result of foreign subsidiaries and foreign branches primarily domiciled in Canada. We use financial derivative instruments to hedge foreign currency exchange rate risks associated with our Canadian operations.
The assets and liabilities of our foreign subsidiaries and foreign branches, whose functional currencies are primarily Canadian dollars, are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at the average exchange rates prevailing during the period. The cumulative translation effects for subsidiaries using a functional currency other than the U.S. dollar are included in accumulated other comprehensive loss as a separate component of stockholders’ equity. We estimate that had the exchange rate in each country unfavorably changed by ten percent relative to the U.S. dollar, our consolidated income (loss) before taxes would have decreased by approximately $3.4 million for the nine months ended September 30, 2025.
Interest Rate Risk
Interest rate exposure relates primarily to the effect of interest rate changes on borrowings outstanding under the Term Loan Facility, Revolving Credit Facility and Notes.
We manage our interest rate risk through the use of derivative financial instruments. Specifically, we have entered into interest rate collar agreements to manage our exposure to potential interest rate increases that may result from fluctuations in SOFR. We do not designate these derivatives as hedges for accounting purposes, and as a result, all changes in the fair value of derivatives, used to hedge interest rates, are recorded in “Interest expense, net” in our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
We have interest rate collar contracts with an aggregate notional value of principal of $700.0 million as of September 30, 2025, from various financial institutions to manage our exposure to interest rate movements on variable rate credit facilities. The interest rate collar contracts will mature on April 5, 2026, 2027 and 2028. In July 2024, we entered into two interest rate collar contracts with a notional value of principal of $200.0 million each. The interest rate collar contracts are effective December 16, 2024 and will mature on April 5, 2027 and 2028. The aggregate fair value of our interest rate caps and collars represented an outstanding net liability of $0.7 million as of September 30, 2025.
Holding other variables constant, a change of one-eighth percentage point in the weighted average interest rate above the floor of 0.75% on the Term Loan Facility and Revolving Credit Facility would have resulted in an increase of $1.0 million in interest expense, net of gains from interest rate caps and collars, for the nine months ended September 30, 2025.
In the future, in order to manage our interest rate risk, we may refinance our existing debt, enter into additional interest rate cap agreements or modify our existing interest rate cap agreement. However, we do not intend or expect to enter into derivative or interest rate cap transactions for speculative purposes.
ITEM 4. CONTROLS AND PROCEDURES
Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and (2) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of
36
disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Control Over Financial Reporting
During the quarter ended September 30, 2025, we continued activities related to the implementation of our new global enterprise resource planning (“ERP”) system, which was deployed in phases during the first and second quarters of fiscal 2025. In the third quarter, we initiated phase two activities focused on enhancing functionality, automating certain processes, and refining related internal controls within the ERP environment.
We are evaluating these enhancements as part of our ongoing assessment of internal control over financial reporting and will continue to monitor their design and operating effectiveness. Except for the changes described above, there were no other changes in our internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATIO
N
ITEM 1. LEGAL PROCEEDINGS
We are involved in various legal matters that arise in the ordinary course of our business. Some of these legal matters purport or may be determined to be class and/or representative actions, or seek substantial damages or penalties. Some of these legal matters relate to disputes regarding acquisitions. In connection with certain of the below matters and other legal matters, we have accrued amounts that we believe are appropriate. There can be no assurance, however, that the below matters and other legal matters will not result in us having to make payments in excess of such accruals or that the below matters or other legal matters will not materially or adversely affect our business, financial position, results of operations, or cash flows.
Commercial Matters
We have been involved in various litigation matters and arbitrations with respect to commercial matters arising with clients, vendors and third-party sellers of businesses.
Employment-Related Matters
We have also been involved in various litigation, including purported class or representative actions with respect to matters arising under the U.S. Fair Labor Standards Act, California Labor Code and Private Attorneys General Act. Many involve allegations for allegedly failing to pay wages and/or overtime, failing to provide meal and rest breaks and failing to pay reporting time pay, waiting time penalties and other penalties.
Legal Matters Related to Take 5
In April 2018, we acquired the business of Take 5 Media Group (“Take 5”). As a result of an investigation into that business in 2019 that identified certain misconduct, we terminated all operations of Take 5 in July 2019 and offered refunds to clients of collected revenues attributable to the period after our acquisition. We refer to the foregoing as the Take 5 Matter. We voluntarily disclosed to the United States federal government certain misconduct occurring at Take 5. In October 2022, an arbitrator made a final award in our favor. In October 2025, we entered into an agreement with one of the beneficial owners (and certain other parties) that provides for payments of certain specified amounts to us. We are currently unable to estimate if or when we will be able to collect any amounts from any of the beneficial owners. The Take 5 Matter may result in additional litigation against us, including lawsuits from clients, or governmental investigations, which may expose us to potential liability in excess of the amounts being offered by us as refunds to Take 5 clients.
37
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors disclosed under Part I, Item 1A “Risk Factors” in the 2024 Annual Report, the current effects of which are discussed in more detail in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q. These risks are not the only risks that may affect us. Additional risks that we are not aware of or do not believe are material at the time of this filing may also become important factors that adversely affect our business.
Item 2. U
nregistered Sales of Equity Securities and Use of Proceeds
The 2021 Share Repurchase Program does not have an expiration date but provides for suspension or discontinuation at any time. The 2021 Share Repurchase Program permits the repurchase of our Class A common stock on the open market and by other means, including plans complying with Rule 10b5-1 under the Exchange Act. The timing and amount of any share repurchase is subject to prevailing market conditions, relevant securities laws and other considerations, and we are under no obligation to repurchase any specific number of shares.
During the three months ended September 30, 2025, we did not repurchase any of our Class A common stock under the 2021 Share Repurchase Program. As of September 30, 2025, there remained $46.2 million of share repurchase availability under the 2021 Share Repurchase Program.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the three months ended September 30, 2025
, none of our directors and executive officers
adopted
or
terminated
a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
38
ITEM 6. E
xhibits
The following exhibits are filed with this Report:
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+ Filed herewith.
** Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
# Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
***
39
SIGNA
TURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Customers and Suppliers of Advantage Solutions Inc.
Beta
No Customers Found
No Suppliers Found
Bonds of Advantage Solutions Inc.
Price Graph
Price
Yield
Insider Ownership of Advantage Solutions Inc.
company Beta
Owner
Position
Direct Shares
Indirect Shares
AI Insights
Summary Financials of Advantage Solutions Inc.
Beta
(We are using algorithms to extract and display detailed data. This is a hard problem and we are working continuously to classify data in an accurate and useful manner.)