0000950170-23-005522 | 10-K | XBRL Viewer

Investments	12 Months Ended
Dec. 31, 2022
Investments, All Other Investments [Abstract]
Investments	10. Investments Investments in Unconsolidated Affiliates The Company’s significant equity investments primarily consist of Global Smollan Holdings (25% ownership), Smollan Holding Proprietary Limited (25% ownership), Partnership SPV 1 Limited (12.5% ownership), and Ceuta Holding Limited (8.8% ownership). Income from the Company’s equity method investments, included in “Cost of revenues” in the Consolidated Statements of Operations and Comprehensive (Loss) Income, was $10.6 million, $10.3 million, and $5.1 million for the years ended December 31, 2022, 2021, and 2020, respectively. The Company’s proportionate share in their net assets at December 31, 2022, and 2021 were $123.2 million and $118.0 million, respectively. The Company’s equity method investments are not material to the Company’s results of operations or financial position; therefore, no summarized financial information for the Company’s unconsolidated subsidiaries has been presented. The Company holds 9.9% of the outstanding common shares of a subsidiary of a Japanese supermarket chain (“ATV”). The Company has no substantial influence over ATV. The Company elected the measurement alternative to value this equity investment without a readily determinable fair value. The Company will continue to apply the alternative measurement guidance until this investment does not qualify to be so measured. The carrying value of the investment was $6.3 million and $7.1 million as of December 31, 2022 and 2021, respectively.

Investments

12 Months Ended

Dec. 31, 2022

Investments, All Other Investments [Abstract]

10. Investments

Investments in Unconsolidated Affiliates

The Company’s significant equity investments primarily consist of Global Smollan Holdings (25% ownership), Smollan Holding Proprietary Limited (25% ownership), Partnership SPV 1 Limited (12.5% ownership), and Ceuta Holding Limited (8.8% ownership). Income from the Company’s equity method investments, included in “Cost of revenues” in the Consolidated Statements of Operations and Comprehensive (Loss) Income, was $10.6 million, $10.3 million, and $5.1 million for the years ended December 31, 2022, 2021, and 2020, respectively. The Company’s proportionate share in their net assets at December 31, 2022, and 2021 were $123.2 million and $118.0 million, respectively. The Company’s equity method investments are not material to the Company’s results of operations or financial position; therefore, no summarized financial information for the Company’s unconsolidated subsidiaries has been presented.

The Company holds 9.9% of the outstanding common shares of a subsidiary of a Japanese supermarket chain (“ATV”). The Company has no substantial influence over ATV. The Company elected the measurement alternative to value this equity investment without a readily determinable fair value. The Company will continue to apply the alternative measurement guidance until this investment does not qualify to be so measured. The carrying value of the investment was $6.3 million and $7.1 million as of December 31, 2022 and 2021, respectively.

Subsequent Events	12 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	19. Subsequent Events In January 2023, Jill Griffin resigned as the Company's Chief Executive Officer and entered into a Separation Agreement and General Release (the “Separation Agreement”), pursuant to which Ms. Griffin’s employment terminated effective as of January 16, 2023. Pursuant to the Separation Agreement, Ms. Griffin is eligible to receive severance benefits including, without limitation, continued payment of base salary for 24 months following the date of termination. In February 2023, David Peacock was appointed the Company’s Chief Executive Officer. The Company and Mr. Peacock entered into an employment agreement that provides for Mr. Peacock to receive a cash signing bonus of $1.3 million, a $3.0 million share award grant, 8,000,000 options for shares of the Company’s Class A Common Stock (at various exercise prices), and annual grants consistent with the Company’s historical equity vesting in annual installments over three years of (i) $1.5 million in the form of RSUs, and (ii) $1.5 million in the form of PSUs subject to additional vesting requirements upon the attainment of performance goals established by the Compensation Committee of the Board.

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

19. Subsequent Events

In January 2023, Jill Griffin resigned as the Company's Chief Executive Officer and entered into a Separation Agreement and General Release (the “Separation Agreement”), pursuant to which Ms. Griffin’s employment terminated effective as of January 16, 2023. Pursuant to the Separation Agreement, Ms. Griffin is eligible to receive severance benefits including, without limitation, continued payment of base salary for 24 months following the date of termination.

In February 2023, David Peacock was appointed the Company’s Chief Executive Officer. The Company and Mr. Peacock entered into an employment agreement that provides for Mr. Peacock to receive a cash signing bonus of $1.3 million, a $3.0 million share award grant, 8,000,000 options for shares of the Company’s Class A Common Stock (at various exercise prices), and annual grants consistent with the Company’s historical equity vesting in annual installments over three years of (i) $1.5 million in the form of RSUs, and (ii) $1.5 million in the form of PSUs subject to additional vesting requirements upon the attainment of performance goals established by the Compensation Committee of the Board.

Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

9. Fair Value of Financial Instruments

The Company measures fair value based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value.

As of December 31, 2022, and 2021, the Company’s interest rate derivatives and forward contracts are Level 2 assets and liabilities with the related fair values based on third-party pricing service models. These models use discounted cash flows that utilize market-based forward swap curves commensurate with the terms of the underlying instruments.

As of December 31, 2022, and 2021, the contingent consideration liabilities are Level 3 assets and liabilities with the related fair values based on the significant unobservable inputs and probability weightings in using the income approach.

The following table sets forth the Company’s financial assets and liabilities measured on a recurring basis at fair value, categorized by input level within the fair value hierarchy. The carrying amounts of “Cash and cash equivalents”, “Accounts receivable”, and “Accounts payable” approximate fair value due to the short-term maturities of these financial instruments in the Consolidated Balance Sheets.


	December 31, 2022
(in thousands)	Fair Value		Level 1		Level 2		Level 3
Assets measured at fair value
Derivative financial instruments	$	47,493	$	—	$	47,493	$	—
Total assets measured at fair value	$	47,493	$	—	$	47,493	$	—
Liabilities measured at fair value
Warrant liability	$	953	$	—	$	953	$	—
Contingent consideration liabilities		20,334		—		—		20,334
Total liabilities measured at fair value	$	21,287	$	—	$	953	$	20,334


	December 31, 2021
(in thousands)	Fair Value		Level 1		Level 2		Level 3
Assets measured at fair value
Derivative financial instruments	$	10,164	$	—	$	10,164	$	—
Total assets measured at fair value	$	10,164	$	—	$	10,164	$	—
Liabilities measured at fair value
Derivative financial instruments	$	385	$	—	$	385	$	—
Warrant liability		22,189		—		—		22,189
Contingent consideration liabilities		58,366		—		—		58,366
Total liabilities measured at fair value	$	80,940	$	—	$	385	$	80,555

Interest Rate Cap Agreements

As of December 31, 2022 and 2021, the Company had interest rate cap contracts with an aggregate notional value of principals of $650.0 million and $2.2 billion, respectively, from various financial institutions to manage the Company’s exposure to interest rate movements on variable rate credit facilities. As of December 31, 2022, the aggregate fair value of the Company’s outstanding interest rate caps represented an outstanding net asset of $47.5 million. As of December 31, 2021, the aggregate fair value of the Company’s outstanding interest rate caps represented an outstanding net asset of $10.2 million and an outstanding net liability of $0.4 million.

As of December 31, 2022, $47.5 million of the Company’s fair value of outstanding interest rate caps were included in “Prepaid expenses and other current assets” in the Consolidated Balance Sheets, with changes in fair value recognized as a component of “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive (Loss) Income. As of December 31, 2021, $10.2 million and $0.4 million of the Company’s fair value of outstanding interest rate caps were included in “Prepaid expenses and other current assets” and “Other accrued expenses” in the Consolidated Balance Sheets, respectively, with changes in fair value recognized as a component of “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

During the years ended December 31, 2022, 2021, and 2020, the Company recognized interest income of $43.8 million, interest income of $8.3 million and interest expense of $0.4 million, respectively, related to changes in the fair value of its derivative instruments, respectively.

Warrant Liability

The estimated fair value of the liability is recorded using significant unobservable measures and other fair value inputs and is therefore classified as a Level 2 financial instrument. The warrant liability is stated at fair value at each reporting period with the change in fair value recorded on the Consolidated Statement of Operations and Comprehensive (Loss) Income until the warrants are exercised, expire or other facts and circumstances lead the warrant liability to be reclassified as an equity instrument.

On October 28, 2020, the Company recorded the initial warrant liability of the private placement warrants of $7.9 million. Subsequently, the warrant liability was remeasured to fair value resulting in a gain of $21.2 million and a loss of $1.0 million reflected in “Change in fair value of warrant liability” in the Consolidated Statements of Operations and Comprehensive (Loss) Income during the year ended December 31, 2022 and 2021, respectively. As of December 31, 2022, and 2021, 7,333,333 private placement warrants remained outstanding at fair value of $1.0 million and $22.2 million, respectively.

The Company previously valued its private placement warrants using a Black-Scholes Model. The private placement warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. Beginning in the first quarter of 2022, they are classified as Level 2 based on the availability of sufficient observable information using the price of the public warrants as an indirectly observable quoted price in active markets to measure the fair value of the private placement warrants, which is inherently less subjective and judgmental given it is based on observable inputs. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.

Long-term Debt

The following table sets forth the carrying values and fair values of the Company’s financial liabilities measured on a non-recurring basis, categorized by input level within the fair value hierarchy:


(in thousands)	Carrying Value		Fair Value (Level 2)
Balance at December 31, 2022
Term Loan Facility	$	1,298,500	$	1,372,125
Notes		775,000		736,517
Government loans for COVID-19 relief		4,480		4,723
Other		1,207		1,207
Total long-term debt	$	2,079,187	$	2,114,572


(in thousands)	Carrying Value		Fair Value (Level 2)
Balance at December 31, 2021
Term Loan Facility	$	1,311,750	$	1,406,552
Notes		775,000		894,611
Government loans for COVID-19 relief		5,212		5,615
Other		1,113		1,113
Total long-term debt	$	2,093,075	$	2,307,891

The fair value of debt reported in the table above is based on adjusted price quotations on the debt instruments in an active market. The Company believes that the carrying value of its other borrowings, including amounts outstanding, if any, for the Revolving Credit Facility, approximate fair market value based on maturities for debt of similar terms.

- Definition

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

+ References + Details

Income Tax - Schedule of Net Deferred Tax Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred tax asset:
Accrued liabilities	$ 68,016	$ 78,711
Interest expense	53,320	37,335
Right-of-use liabilities	14,356	9,790
Net operating losses	7,904	10,193
Transaction expenses	7,649	8,192
Contingent liabilities	3,903	7,768
Insurance reserves	2,522	2,138
Acquired intangible assets, including goodwill	1,487	1,182
Social security tax deferral	0	6,382
Other	8,293	4,534
Total deferred tax assets	167,450	166,225
Deferred tax liabilities
Acquired intangible assets including goodwill	413,728	608,316
Interest rate caps	12,079	2,419
Right-of-use assets	10,044	6,218
Debt issuance costs	7,532	9,629
Restructuring expenses	(3,427)	(4,788)
Depreciation	2,397	2,968
Other	8,545	7,397
Total deferred tax liabilities	457,752	641,735
Less: deferred income tax asset valuation allowances	(5,360)	(6,853)	$ (6,700)
Net deferred tax liabilities	295,662	482,363
Noncurrent deferred tax asset	2,211	802
Noncurrent deferred tax liabilities	$ 297,873	$ 483,165

Segments and Geographic Information - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) Segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Segment Reporting Information [Line Items]
Revenues	$ 4,049,742	$ 3,602,298	$ 3,155,671	$ 3,155,671
Number of reportable segments \| Segment	2
UNITED STATES [Member]
Segment Reporting Information [Line Items]
Revenues	$ 3,600,000	$ 3,000,000	$ 2,700,000

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 32
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

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-Name Accounting Standards Codification
-Topic 280
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
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+ Details

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

5. Property and Equipment

Property and equipment consist of the following:



	December 31
(in thousands)	2022			2021
Software	$	129,329		$	115,093
Computer hardware		55,736			58,762
Leasehold improvements		20,860			17,286
Furniture, fixtures, and other		10,473			10,092
Total property and equipment		216,398			201,233
Less: accumulated depreciation		(145,500	)		(137,537	)
Total property and equipment, net	$	70,898		$	63,696

Depreciation expense was $32.2 million, $41.1 million, and $45.1 million related to property and equipment for the years ended December 31, 2022, 2021, and 2020, respectively.

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

Debt - Summary of Future Minimum Principal Payments on Long-term Debt (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2023	$ 14,242
2024	13,827
2025	13,995
2026	13,801
2027	13,791
Thereafter	2,009,531
Total future minimum principal payments	$ 2,079,187

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Segments and Geographic Information - Summary Of Revenue And Operating Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Segment Reporting Information [Line Items]
Revenues	$ 4,049,742	$ 3,602,298	$ 3,155,671	$ 3,155,671
Depreciation and amortization	233,075	240,041	238,598
Operating loss	(1,439,406)	230,048	67,006
Sales [Member]
Segment Reporting Information [Line Items]
Revenues	2,507,017	2,323,884	2,060,593
Depreciation and amortization	161,385	170,076	171,569
Operating loss	(1,323,192)	182,529	63,305
Marketing [Member]
Segment Reporting Information [Line Items]
Revenues	1,542,725	1,278,414	1,095,078
Depreciation and amortization	71,690	69,965	67,029
Operating loss	$ (116,214)	$ 47,519	$ 3,701

- Definition

+ References

+ Details

Income Tax - Schedule of Reconciliation of Company's Effective Income Taxes Rates (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Statutory U.S. rate	21.00%	21.00%	21.00%
State tax, net of federal tax benefit	2.70%	11.70%	(2.40%)
Foreign tax, net of federal tax benefit	(0.20%)	5.30%	1.10%
Goodwill impairment	(14.00%)	0.00%	0.00%
Disallowed Executive Compensation	(0.10%)	2.30%	(3.20%)
Equity-based compensation	0.00%	(2.40%)	(10.40%)
Meals and entertainment	(0.10%)	1.60%	(0.70%)
Contingent consideration fair value adjustment	0.00%	(1.80%)	(1.30%)
Fair value of warrant liability	0.30%	0.20%	(1.60%)
Work opportunity tax credit	0.20%	(2.50%)	0.40%
Other	(0.20%)	1.50%	0.10%
Effective tax rate	9.60%	36.90%	3.00%

Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Debt

7. Debt


	December 31,
(in thousands)	2022		2021
Term Loan Facility	$	1,298,500	$	1,311,750
Notes		775,000		775,000
Government loans for COVID-19 relief		4,480		5,212
Other		1,207		1,113
Total long-term debt		2,079,187		2,093,075
Less: current portion		13,991		14,397
Less: debt issuance costs		42,377		49,796
Long-term debt, net of current portion	$	2,022,819	$	2,028,882

Senior Secured Credit Facilities

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

Revolving Credit Facility

The Revolving Credit Facility provides for revolving loans and letters of credit in an aggregate amount of up to $500.0 million, subject to borrowing base capacity. Letters of credit are limited to the lesser of (a) $150.0 million and (b) the aggregate unused amount of commitments under the Revolving Credit Facility then in effect. Loans under the Revolving Credit Facility may be denominated in either U.S. dollars or Canadian dollars. Bank of America, N.A. (“Bank of America”), will act as administrative agent and ABL Collateral Agent. The Revolving Credit Facility matures five years after the date the Company enters into the Company's Revolving Credit Facility. The Borrower may use borrowings under the Revolving Credit Facility to fund working capital and for other general corporate purposes, including permitted acquisitions and other investments.

Borrowings under the Revolving Credit Facility are limited by borrowing base calculations based on the sum of specified percentages of eligible accounts receivable plus specified percentages of qualified cash, minus the amount of any applicable reserves. Borrowings will bear interest at a floating rate, which can be either an adjusted Eurodollar rate plus an applicable margin or, at the Borrower’s option, a base rate plus an applicable margin. The applicable margins for the Revolving Credit Facility are 2.00%, 2.25% or 2.50%, with respect to Eurodollar rate borrowings and 1.00%, 1.25% or 1.50%, with respect to base rate borrowings, in each case depending on average excess availability under the Revolving Credit Facility. The Borrower’s ability to draw under the Revolving Credit Facility or issue letters of credit thereunder will be conditioned upon, among other things, the Borrower’s delivery of prior written notice of a borrowing or issuance, as applicable, the Borrower’s ability to reaffirm the representations and warranties contained in the credit agreement governing the Revolving Credit Facility and the absence of any default or event of default thereunder.

The Borrower’s obligations under the Revolving Credit Facility are guaranteed by Karman Intermediate Corp. (“Holdings”) and all of the Borrower’s direct and indirect wholly owned material U.S. subsidiaries (subject to certain permitted exceptions) and

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

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

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

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

On October 28, 2021, the Borrower and Holdings also entered into the First Amendment to ABL Revolving Credit Agreement (the “ABL Amendment”), which amended the ABL Revolving Credit Agreement, dated October 28, 2020, by and among the Borrower, Holdings, the lenders from time to time party thereto and Bank of America, as administrative agent. The ABL Amendment was entered into by the Borrower to amend certain terms and provisions, including (i) reducing the interest rate floor for Eurocurrency rate loans from 0.50% to 0.00% and base rate loans from 1.50% to 1.00%, and (ii) updating the provisions by which U.S. Dollar LIBOR will eventually be replaced with SOFR or another interest rate benchmark to reflect the most recent standards and practices used in the industry. The ABL amendment was deemed to be a modification of the revolving credit facility for accounting purposes.

On December 2, 2022, the Borrower, Holdings and certain of the Borrower’s subsidiaries, entered into the Second Amendment to ABL Revolving Credit Agreement (the “Second Amendment”), which amends the ABL Revolving Credit Agreement, by and among the Borrower, Holdings, the lenders from time to time party thereto and Bank of America, as administrative agent, and the other parties thereto. The Second Amendment was entered into by the Borrower to amend certain terms and provisions of the Revolving Credit Facility, including, among other things: (i) increasing the aggregate amount of maximum revolving commitments available from $400 million to $500 million; (ii) replacing the Eurocurrency Rate interest rate metric with a metric based on Term SOFR (as defined in the Second Amendment), whereby applicable borrowings in United States dollars will bear interest at a floating rate based on Term SOFR plus an applicable margin; (iii) reducing each applicable interest rate pricing tier based on the Average Historical Excess Availability (as defined therein) with respect to Term SOFR borrowings, Alternative Currency borrowings, base rate borrowings and Canadian Prime Rate borrowings, in each case for each pricing tier by 0.25% per annum; and (iv) extending the scheduled maturity date of the borrowings to December 2, 2027.

Term Loan Facility

The Term Loan Facility consists of a term loan credit facility denominated in U.S. dollars in an aggregate principal amount of $1.299 billion. Borrowings under the Term Loan Facility amortize in equal quarterly installments in an amount equal to 1.00% per annum of the principal amount. Borrowings will bear interest at a floating rate, which can be either an adjusted Eurodollar rate plus an applicable margin or, at the Borrower’s option, a base rate plus an applicable margin. The applicable margins for the Term Loan Facility are 5.25% with respect to Eurodollar rate borrowings and 4.25% with respect to base rate borrowings.

The Borrower may voluntarily prepay loans or reduce commitments under the Term Loan Facility, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty (other than a 1.00% premium on any prepayment in connection

with a repricing transaction prior to the date that is twelve months after the date the Company entered into the Term Loan Facility on October 28, 2020).

The Borrower will be required to prepay the Term Loan Facility with 100% of the net cash proceeds of certain asset sales (such percentage subject to reduction based on the achievement of specific first lien net leverage ratios) and subject to certain reinvestment rights, 100% of the net cash proceeds of certain debt issuances and 50% of excess cash flow (such percentage subject to reduction based on the achievement of specific first lien net leverage ratios). The Borrower was not required to make any excess cash flow payment for the year ended December 31, 2020, and the Borrower did not make any other mandatory or voluntary prepayments of the Term Loan Facility for the years ended December 31, 2022 and 2021.

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

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

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

On October 28, 2021 (the “First Lien Amendment Effective Date”), the Borrower, together Holdings and certain of the Borrower’s subsidiaries, entered into Amendment No. 1 to the First Lien Credit Agreement (the “First Lien Amendment”), which amended the Term Loan Facility, dated October 28, 2020, by and among the Borrower, Holdings, Bank of America, as administrative agent and collateral agent, each lender party from time to time thereto, and the other parties thereto. The First Lien Amendment was entered into by the Borrower to reduce the applicable interest rate on the term loan to 5.25% per annum. Additional terms and provisions amended include (i) resetting the period for six months following the First Lien Amendment Effective Date in which a 1.00% prepayment premium shall apply to any prepayment of the term loan in connection with certain repricing events, and (ii) updating the provisions by which U.S. Dollar LIBOR will eventually be replaced with SOFR or another interest rate benchmark to reflect the most recent standards and practices used in the industry. The First Lien Amendment was deemed to be a modification of the term loan facility for accounting purposes. In connection with the First Lien Amendment, the Company incurred $2.3 million of third-party fees and expenses and recognized $1.5 million of non-cash expense on the extinguishment of debt from write off of unamortized debt issuance costs which were recorded in "Interest expense, net” in the Consolidated Statements of Operations and Comprehensive (Loss) Income during the year ended December 31, 2021.

Senior Secured Notes

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

Interest and maturity

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

Guarantees

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

Security and ranking

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

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

Optional redemption for the Notes

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

Restrictive covenants

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

Events of default

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

Government Loans for COVID-19 Relief

On May 25, 2020, a majority owned subsidiary of the Company operating in Japan entered into two loan agreements with a bank lender pursuant to a local government loan program. Subsequently, one of the loans was refinanced on October 26, 2020. No loss on extinguishment of debt was recognized. The loans, which includes the loan that was refinanced on October 26, 2020, bear interest rates of 1.82% and 1.83% per annum with maturity dates of May 27, 2029 and October 27, 2029, respectively, and the amounts under the loans will be repayable to the lender in monthly installments.

On December 28, 2021, the same subsidiary entered into a loan agreement from the bank lender pursuant to a local government loan program. The purpose of the loan is to use the borrowed funds for working capital and to fund the anticipated recovery of business operations from the COVID-19 pandemic. The loan bears interest rate of 0.35% per annum until December 24, 2024, at which time the loan will bear an interest rate of 1.25% until the maturity date of December 31, 2036.

As of December 31, 2022 and 2021, the Company had aggregate principal amounts of $4.5 million and $5.2 million borrowings outstanding, respectively, associated with government loan programs for relief associated with the COVID-19 pandemic.

Debt Maturities

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



(in thousands)
2023	$	14,242
2024		13,827
2025		13,995
2026		13,801
2027		13,791
Thereafter		2,009,531
Total future minimum principal payments	$	2,079,187

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 32,200	$ 41,100	$ 45,100
Loss on disposal of property and equipment	$ 644	$ 7,162	$ 21,091

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

12 Months Ended

Dec. 31, 2022

Condensed Financial Information Disclosure [Abstract]

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

SCHEDULE I

ADVANTAGE SOLUTIONS INC.

CONDENSED REGISTRANT ONLY FINANCIAL INFORMATION

CONDENSED BALANCE SHEETS


	December 31,
(in thousands)	2022			2021
ASSETS
Investment in subsidiaries	$	1,124,933		$	2,505,506
Total assets	$	1,124,933		$	2,505,506
LIABILITIES AND STOCKHOLDERS' EQUITY
Warrant liability	$	953		$	22,189
Total liability		953			22,189
Equity attributable to stockholders of Advantage Solutions Inc.
Common stock $0.0001 par value, 3,290,000,000 shares authorized; 319,690,300 and 316,963,552 shares issued and outstanding as of December 31, 2022 and 2021, respectively		32			32
Additional paid-in capital		3,408,836			3,373,278
Accumulated deficit		(2,247,109	)		(866,607	)
Loans to Karman Topco L.P.		(6,363	)		(6,340	)
Accumulated other comprehensive loss		(18,849	)		(4,479	)
Common stock in treasury, at cost; 1,610,014 shares as of December 31, 2022		(12,567	)		(12,567	)
Total equity attributable to stockholders of Advantage Solutions Inc.		1,123,980			2,483,317
Equity attributable to noncontrolling interest		—			—
Total stockholders’ equity		1,123,980			2,483,317
Total liabilities and stockholders’ equity	$	1,124,933		$	2,505,506

See Notes to Condensed Registrant Only Financial Statements

SCHEDULE I

ADVANTAGE SOLUTIONS INC.

CONDENSED REGISTRANT ONLY FINANCIAL INFORMATION

CONDENSED STATEMENTS OF OPERATIONS


	Year Ended December 31,
(in thousands)	2022			2021			2020
Revenues	$	—		$	—		$	—
Cost of revenues		—			—			—
Impairment of goodwill and indefinite-lived assets		—			—			—
Selling, general, and administrative expenses		—			—			—
Recovery from Take 5		—			—			—
Depreciation and amortization		—			—			—
Total expenses		—			—			—
Operating income		—			—			—
Other (income) expenses:
Change in fair value of warrant liability		(21,236	)		955			13,363
Interest expense, net		—			—			—
Total other (income) expenses		(21,236	)		955			13,363
Income (loss) before income taxes and equity in net income of subsidiaries		21,236			(955	)		(13,363	)
Provision for income taxes		—			—			—
Net income (loss) before equity in net income of subsidiaries		21,236			(955	)		(13,363	)
Equity in net (loss) income of subsidiaries		(1,401,738	)		55,449			(162,443	)
Net (loss) income attributable to subsidiaries		(1,380,502	)		54,494			(175,806	)
Other comprehensive (loss) income, net of tax equity in comprehensive (loss) income of subsidiaries		(14,370	)		(5,152	)		8,827
Total comprehensive (loss) income	$	(1,394,872	)	$	49,342		$	(166,979	)

See Notes to Condensed Registrant Only Financial Statements

ADVANTAGE SOLUTIONS INC.

CONDENSED REGISTRANT ONLY FINANCIAL INFORMATION

NOTES TO THE CONDENSED REGISTRANT ONLY FINANCIAL STATEMENTS

1. Basis of Presentation

In the registrant company only financial statements, Advantage Solutions Inc.’s (the “Registrant”) investment in subsidiaries is stated at cost plus equity in undistributed earnings of the subsidiaries during the years ended December 31, 2022 and 2021. The accompanying condensed registrant company financial statements have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X. A condensed statement of cash flows was not presented because Registrant’s operating activities have no cash impact and there were no investing or financing cash flow activities during the years ended December 31, 2022, 2021, and 2020. This information should be read in conjunction with the accompanying Consolidated Financial Statements.

2. Debt Restrictions

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

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

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

Acquisitions and Dispositions - Schedule of Fair Values of Identifiable Assets and Liabilities of Acquisitions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Consideration:
Purchase price			$ 88,100
Liabilities
Goodwill arising from acquisitions	$ 887,949	$ 2,206,004	2,163,339
2022 Acquisitions
Consideration:
Cash	74,206
Holdbacks	810
Fair value of contingent consideration	510
Purchase price	75,526
Identifiable intangible assets	25,546
Assets
Accounts receivable	6,817
Other assets	3,446
Identifiable intangible assets	25,546
Total assets	35,809
Liabilities
Accounts payable	7,363
Deferred tax liabilities and other	8,546
Total liabilities	15,909
Redeemable noncontrolling interest	1,987
Noncontrolling interest	974
Total identifiable net assets	16,939
Goodwill arising from acquisitions	$ 58,587
2022 Acquisitions \| Client relationships [Member]
Consideration:
Weighted Average Useful Life	6 years
Identifiable intangible assets	$ 24,413
Assets
Identifiable intangible assets	$ 24,413
2022 Acquisitions \| Trade names [Member]
Consideration:
Weighted Average Useful Life	5 years
Identifiable intangible assets	$ 1,133
Assets
Identifiable intangible assets	$ 1,133
2021 Acquisitions
Consideration:
Cash		42,668
Holdbacks		13,464
Fair value of contingent consideration		19,832
Purchase price		75,964
Identifiable intangible assets		35,571
Assets
Accounts receivable		12,677
Other assets		4,315
Property and equipment		998
Identifiable intangible assets		35,571
Total assets		53,561
Liabilities
Total liabilities		21,206
Redeemable noncontrolling interest		1,793
Total identifiable net assets		30,562
Goodwill arising from acquisitions		$ 45,402
2021 Acquisitions \| Client relationships [Member]
Consideration:
Weighted Average Useful Life		7 years
Identifiable intangible assets		$ 27,387
Assets
Identifiable intangible assets		$ 27,387
2021 Acquisitions \| Trade names [Member]
Consideration:
Weighted Average Useful Life		5 years
Identifiable intangible assets		$ 5,084
Assets
Identifiable intangible assets		$ 5,084
2021 Acquisitions \| Developed technology [Member]
Consideration:
Weighted Average Useful Life		7 years
Identifiable intangible assets		$ 3,100
Assets
Identifiable intangible assets		$ 3,100
2020 Acquisitions
Consideration:
Cash			68,057
Holdbacks			5,260
Fair value of contingent consideration			14,766
Purchase price			88,083
Identifiable intangible assets			42,460
Assets
Accounts receivable			3,542
Other assets			2,936
Property and equipment			321
Identifiable intangible assets			42,460
Total assets			49,259
Liabilities
Total liabilities			4,569
Total identifiable net assets			44,690
Goodwill arising from acquisitions			$ 43,393
2020 Acquisitions \| Client relationships [Member]
Consideration:
Weighted Average Useful Life			6 years
Identifiable intangible assets			$ 42,460
Assets
Identifiable intangible assets			$ 42,460

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

15. Income Taxes

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


	Year Ended December 31,
	2022			2021			2020
(in thousands)
Current tax expense (benefit)
Federal	$	23,351		$	22,085		$	(9,106	)
State		8,148			7,667			4,710
Foreign		13,918			13,877			13,422
Total current tax expense		45,417			43,629			9,026
Deferred tax (benefit) expense
Federal		(129,055	)		(16,007	)		(6,501	)
State		(59,512	)		5,827			868
Foreign		(2,187	)		168			(8,724	)
Total deferred tax benefit		(190,754	)		(10,012	)		(14,357	)
Total (benefit from) provision for income taxes	$	(145,337	)	$	33,617		$	(5,331	)

A reconciliation of the Company's effective income tax rate as compared to the federal statutory income tax rate is as follows:


	Year Ended December 31,
	2022			2021			2020
Statutory U.S. rate		21.0	%		21.0	%		21.0	%
State tax, net of federal tax benefit		2.7	%		11.7	%		(2.4	)%
Foreign tax, net of federal tax benefit		(0.2	)%		5.3	%		1.1	%
Goodwill impairment		(14.0	)%		—			—
Disallowed executive compensation		(0.1	)%		2.3	%		(3.2	)%
Equity-based compensation		—			(2.4	)%		(10.4	)%
Meals and entertainment		(0.1	)%		1.6	%		(0.7	)%
Contingent consideration fair value adjustment		—			(1.8	)%		(1.3	)%
Fair value of warrant liability		0.3	%		0.2	%		(1.6	)%
Work opportunity tax credit		0.2	%		(2.5	)%		0.4	%
Other		(0.2	)%		1.5	%		0.1	%
Effective tax rate		9.6	%		36.9	%		3.0	%

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


	Year Ended December 31,
	2022			2021		2020
(in thousands)
U.S. sources	$	(1,544,387	)	$	65,202	$	(203,526	)
Non-U.S. sources		21,758			25,964		23,125
(Loss) income before income taxes	$	(1,522,629	)	$	91,166	$	(180,401	)

Net deferred tax liabilities consist of the following:


	December 31,
(in thousands)	2022			2021
Deferred tax assets
Accrued liabilities	$	68,016		$	78,711
Interest expense		53,320			37,335
Right-of-use liabilities		14,356			9,790
Net operating losses		7,904			10,193
Transaction expenses		7,649			8,192
Contingent liabilities		3,903			7,768
Insurance reserves		2,522			2,138
Acquired intangible assets, including goodwill		1,487			1,182
Social security tax deferral		—			6,382
Other		8,293			4,534
Total deferred tax assets		167,450			166,225
Deferred tax liabilities
Acquired intangible assets, including goodwill		413,728			608,316
Interest rate caps		12,079			2,419
Right-of-use assets		10,044			6,218
Debt issuance costs		7,532			9,629
Restructuring expenses		3,427			4,788
Depreciation		2,397			2,968
Other		8,545			7,397
Total deferred tax liabilities		457,752			641,735
Less: deferred income tax asset valuation allowances		(5,360	)		(6,853	)
Net deferred tax liabilities	$	295,662		$	482,363

	December 31,
(in thousands)	2022			2021
Reported as:
Noncurrent deferred tax asset	$	2,211		$	802
Noncurrent deferred tax liabilities		297,873			483,165
Net deferred tax liabilities	$	295,662		$	482,363

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) that was signed into law on March 27, 2020 allows employers to defer payment of a portion of payroll taxes otherwise due on wages paid between the enactment date and December 31, 2020 and remit the deferred payroll taxes in equal amounts on December 31, 2022 and 2021. Under this provision of the CARES Act, the Company has recorded the tax impact of $6.4 million as a deferred tax asset as of December 31, 2021 and no remaining balance as of December 31, 2022.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act (“IRA”), which, among other things, imposes a new corporate alternative minimum tax and an excise tax on stock buybacks. The Company did not have any stock buybacks during the year ended December 31, 2022.

The Company held cash and cash equivalents in foreign subsidiaries of $81.8 million and $86.2 million as of December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the undistributed earnings of the Company’s foreign subsidiaries are $196.4 million and $164.1 million, respectively.

The Company has not recorded a deferred tax liability related to undistributed earnings of its foreign subsidiaries as of December 31, 2022, except for a $2.8 million of deferred tax liability recorded as of December 31, 2022 for unremitted earnings in Canada with respect to which the Company no longer has an indefinite reinvestment assertion. Taxes have not been provided on the remaining $125.1 million of undistributed foreign earnings. The incremental tax liability associated with these earnings is expected to be immaterial.

The Company evaluates its deferred tax assets, including a determination of whether a valuation allowance is necessary, based upon its ability to utilize the assets using a more likely than not analysis. Deferred tax assets are only recorded to the extent that they are realizable based upon past and future income. As a result of the evaluation, the Company established a valuation allowance of $5.4

million, $6.9 million and $6.7 million on its foreign affiliates’ deferred tax assets as of December 31, 2022, 2021 and 2020, respectively.

As of December 31, 2022, the Company had $4.9 million of United States Federal Net Operating Losses (“NOL”), $22.6 million state NOLs, and $19.6 million foreign NOLs. The change of ownership provisions of the Tax Reform Act of 1986 may limit utilization of a portion of The Company’s domestic NOLs to future periods. The United States Federal NOLs expire in 2037, $16.0 million of the state NOLs expire between 2023 and 2041 and the remaining $6.6 million of the state NOLs carry forward indefinitely. Foreign NOLs of $7.7 million expire between 2024 and 2032 and the remaining $11.9 million of the foreign NOLs carry forward indefinitely.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (b)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 2
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-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
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-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$ (1,377,292,000)	$ 57,549,000	$ (175,070,000)
Adjustments to reconcile net (loss) income to net cash provided by operating activities
Noncash interest (income) expense, net	(43,785,000)	(8,315,000)	755,000
Amortization of deferred financing fees	8,860,000	9,250,000	14,795,000
Impairment of goodwill and indefinite-lived assets	1,572,523,000	0	0
Extinguishment costs related to repayment and repricing of long-term debt	0	1,569,000	11,275,000
Depreciation and amortization	233,075,000	240,041,000	238,598,000
Change in fair value of warrant liability	(21,236,000)	955,000	13,363,000
Fair value adjustments related to contingent consideration	4,774,000	5,763,000	16,091,000
Deferred income taxes	(190,754,000)	(10,012,000)	(14,357,000)
Equity-based compensation of Karman Topco L.P.	(6,934,000)	(15,030,000)	89,774,000
Stock-based compensation	39,825,000	39,412,000	0
Equity in earnings of unconsolidated affiliates	(10,609,000)	(10,298,000)	(5,138,000)
Distribution received from unconsolidated affiliates	1,826,000	1,465,000	968,000
Loss on disposal of property and equipment	644,000	7,162,000	21,091,000
Loss on divestiture	2,863,000	0	0
Changes in operating assets and liabilities, net of effects from purchases of businesses:
Accounts receivable, net	(75,688,000)	(215,501,000)	116,105,000
Prepaid expenses and other assets	(22,738,000)	(14,000,000)	24,687,000
Accounts payable	(17,635,000)	46,000,000	10,880,000
Accrued compensation and benefits	16,678,000	(2,363,000)	4,514,000
Deferred revenues	(11,551,000)	(2,694,000)	4,535,000
Other accrued expenses and other liabilities	18,412,000	(4,962,000)	(27,136,000)
Net cash provided by operating activities	121,258,000	125,991,000	345,730,000
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of businesses, net of cash acquired	(74,206,000)	(42,668,000)	(68,057,000)
Purchase of investment in unconsolidated affiliates	(775,000)	(2,000,000)	0
Purchase of property and equipment	(40,455,000)	(31,175,000)	(30,946,000)
Proceeds from divestiture	1,896,000	0	0
Net cash used in investing activities	(113,540,000)	(75,843,000)	(99,003,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under lines of credit	326,090,000	61,629,000	213,927,000
Payments on lines of credit	(326,968,000)	(111,736,000)	(164,828,000)
Proceeds from accounts receivable securitization facility	0	0	120,000,000
Payment under accounts receivable securitization facility	0	0	(120,000,000)
Proceeds from government loans for COVID-19 relief	0	2,975,000	4,822,000
Proceeds From Borrowings Under The Senior Secured Credit Facilities And Notes	0	0	2,100,000,000
Principal payments on long-term debt	(13,394,000)	(13,309,000)	(3,229,848,000)
Proceeds from issuance of common stock	3,320,000	794,000	0
Proceeds from recapitalization, net of fees	0	0	925,216,000
Contingent consideration payments	(23,164,000)	(9,814,000)	(18,314,000)
Holdback payments	(11,057,000)	(3,989,000)	(2,736,000)
Purchase of treasury stock	0	(12,567,000)	0
Financing fees paid	(1,464,000)	(74,000)	(58,391,000)
Contribution from noncontrolling interest	5,217,000	0	0
Redemption of noncontrolling interest	(224,000)	(209,000)	0
Net cash used in financing activities	(41,644,000)	(86,300,000)	(230,152,000)
Net effect of foreign currency changes on cash	(8,179,000)	(3,177,000)	4,366,000
Net change in cash, cash equivalents and restricted cash	(42,105,000)	(39,329,000)	20,941,000
Cash, cash equivalents and restricted cash, beginning of period	180,637,000	219,966,000	199,025,000
Cash, cash equivalents and restricted cash, end of period	138,532,000	180,637,000	219,966,000
SUPPLEMENTAL CASH FLOW INFORMATION
Cash payments for interest	126,560,000	137,467,000	151,030,000
Cash received from interest rate derivatives	(6,527,000)	0	0
Cash payments for income taxes, net	45,729,000	40,189,000	18,263,000
Purchase of property and equipment recorded in accounts payable and accrued expenses	842,000	759,000	508,000
Deferred taxes related to transaction costs in connection with recapitalization	0	0	3,968,000
Fair value of liability for private placement warrants acquired at Closing	0	0	7,871,000
Note payable related to settlement of contingent consideration	$ 0	$ 0	$ 4,048,000

Stock-Based Compensation - Summary Of Stock Option Plan Activity (Details) - Restricted Stock Units (RSUs) [Member]	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning balance \| shares	3,660,553
Number of shares, Granted \| shares	8,497,756
Number of shares, Distributed \| shares	(1,356,365)
Forfeitures \| shares	(1,225,184)
Ending balance \| shares	9,576,760
Weighted Average Grant Date Fair Value, Beginning balance \| $ / shares	$ 10.64
Weighted Average Grant Date Fair Value, Granted \| $ / shares	4.84
Weighted Average Grant Date Fair Value, Distributed \| $ / shares	10.56
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	7.46
Weighted Average Grant Date Fair Value, Ending balance \| $ / shares	$ 5.91

Stock-Based Compensation and Other Benefit Plans - Summary of PSU Activity (Details) - Performance Shares [Member]	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning balance \| shares	2,609,079
Number of shares, Granted \| shares	5,727,905
Number of shares, Distributed \| shares	(665,306)
Forfeitures \| shares	(921,042)
PSU performance adjustment \| shares	(377,572)
Ending balance \| shares	6,373,064
Weighted Average Grant Date Fair Value, Beginning balance \| $ / shares	$ 13.07
Weighted Average Grant Date Fair Value, Granted \| $ / shares	5.46
Weighted Average Grant Date Fair Value, Distributed \| $ / shares	13.06
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	7.35
Weighted Average Grant Date Fair Value, PSU performance adjustment \| $ / shares	11.19
Weighted Average Grant Date Fair Value, Ending balance \| $ / shares	$ 7.05

Redeemable Noncontrolling Interest

12 Months Ended

Dec. 31, 2022

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interest

17. Redeemable Noncontrolling Interests

The Company is party to a put and call option agreement with respect to the common securities that represent the remaining noncontrolling interest from a majority-owned subsidiary, which was established through a majority-owned international joint venture during the year ended December 31, 2021. The put and call option agreement representing 20% of the total outstanding noncontrolling equity interest of that subsidiary may be exercised at the discretion of the noncontrolling interest holder by providing written notice to the Company beginning in 2026 and expiring in 2028. The redemption value of the put and call option agreement is based on a multiple of the majority-owned subsidiary’s earnings before interest, taxes, depreciation and amortization subject to certain adjustments. The noncontrolling interest is subject to a put option that is outside of the Company’s control and is presented as redeemable non-controlling interest in the temporary equity section of the Consolidated Balance Sheets. The Company recorded its redeemable noncontrolling interest at fair value on the date of the related business combination transaction and recognizes changes in the redemption value at the end of each reporting period. The carrying value of the redeemable noncontrolling interest was $3.7 million as of December 31, 2022.

Changes in redeemable noncontrolling interest for the years ended December 31, 2022 and 2021, are as follows:


(in thousands)
Balance at January 1, 2021	$	—
Fair value at acquisition		1,804
Net income attributable to redeemable noncontrolling interests		91
Foreign currency translation adjustment		(2	)
Balance at December 31, 2021		1,893
Fair value at acquisition		1,987
Net income attributable to redeemable noncontrolling interests		215
Dividend distribution		(223	)
Foreign currency translation adjustment		(126	)
Balance at December 31, 2022	$	3,746

During the year ended December 31, 2022, the Company acquired one sales business which included a put option exercisable by the 20% shareholder that allows such shareholder to sell its 20% noncontrolling interest to the Company for a multiple of the acquired subsidiary’s adjusted earnings. As the put option is outside of the Company’s control, the estimated value of the 20% noncontrolling interest is presented as a redeemable noncontrolling interest outside of permanent equity on the Consolidated Balance Sheets. The fair value of the redeemable noncontrolling interest and put option at the acquisition date was valued based on a mix of the income approach for determining the value of the redeemable noncontrolling interest and market approach for determining the most advantageous redemption point for the put option using a Monte Carlo simulation method. The fair value assigned to this interest is estimated using Level 3 inputs based on unobservable inputs.

Organization and Significant Accounting Policies - Disaggregation Of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 4,049,742	$ 3,602,298	$ 3,155,671
Sales Revenues [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	2,507,017	2,323,884	2,060,593
Marketing Revenues [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	1,542,725	1,278,414	1,095,078
Marketing Brand Centric Services [Member] \| Marketing Revenues [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	559,218	554,447	429,200
Marketing Retail Centric Services [Member] \| Marketing Revenues [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	983,507	723,967	665,878
Sales Brand Centric Services [Member] \| Sales Revenues [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	1,364,673	1,292,639	1,204,240
Sales Brand Retail Services [Member] \| Sales Revenues [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 1,142,344	$ 1,031,245	$ 856,353

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 606
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-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

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-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Leases - Schedule of Maturities of lease liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
2023	$ 27,003
2024	22,623
2025	17,042
2026	12,651
2027	7,182
Thereafter	7,592
Total lease payments	94,093
Less imputed interest	(16,138)
Present value of lease liabilities	$ 77,955	$ 60,859

Other Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Other Liabilities Disclosure [Abstract]

Schedule of Other Accrued Expenses

Other accrued expenses consist of the following:


	December 31,
	2022		2021
(in thousands)
Interest rate caps and accrued interest payable	$	33,168	$	19,922
Operating lease liability		21,584		20,415
Client deposits		16,521		13,623
General liability insurance reserve		12,937		7,131
Rebates due to retailers		12,693		17,396
Employee medical self-insurance reserves		10,007		8,161
Client refunds related to the Take 5 Matter		9,416		9,424
Taxes		7,286		5,357
Holdbacks		2,247		15,564
Contingent consideration		1,674		41,522
Other accrued expenses		5,640		5,618
Total other accrued expenses	$	133,173	$	164,133

Schedule of Other Long Term Liabilities

Other long-term liabilities consist of the following:


	December 31,
	2022		2021
(in thousands)
Operating lease liability	$	56,371	$	40,444
Workers' compensation		32,377		31,401
Contingent consideration		18,660		16,844
Other long-term liabilities		3,146		3,529
Total other long-term liabilities	$	110,554	$	92,218

Summary of the Changes in the Carrying Value of the Contingent Consideration Liabilities

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


	December 31,
(in thousands)	2022			2021
Beginning of the period	$	58,366		$	45,901
Fair value of acquisitions		510			19,832
Changes in fair value		4,774			5,763
Payments		(42,711	)		(11,949	)
Measurement period adjustments		—			(1,181	)
Foreign exchange translation effects		(605	)		—
End of the period	$	20,334		$	58,366

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Summary of Reconciliation of Basic and Diluted Net Earnings Per Common Share

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


	Year Ended December 31,
(in thousands, except share and earnings per share data)	2022			2021		2020
Basic earnings per share computation:
Numerator:
Net (loss) income attributable to stockholders of Advantage Solutions Inc.	$	(1,380,502	)	$	54,494	$	(175,806	)
Denominator:
Weighted average common shares - basic		318,682,548			318,198,860		223,227,833
Basic (loss) earnings per common share	$	(4.33	)	$	0.17	$	(0.79	)
Diluted earnings per share computation:
Numerator:
Net (loss) income attributable to stockholders of Advantage Solutions Inc.	$	(1,380,502	)	$	54,494	$	(175,806	)
Denominator:
Weighted average common shares outstanding		318,682,548			318,198,860		223,227,833
Performance Stock Units		—			1,998,848		—
Restricted Stock Units		—			559,649		—
Warrants		—			4,468		—
Employee stock purchase plan and stock options		—			242,931		—
Weighted average common shares - diluted		318,682,548			321,004,756		223,227,833
Diluted (loss) earnings per common share	$	(4.33	)	$	0.17	$	(0.79	)

Related Party Transactions - Additional Information (Details) - USD ($)	1 Months Ended		12 Months Ended
	Jun. 30, 2019	May 31, 2019	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Related Party Transactions (Textual)
Loans			$ 2,079,187,000
Common stock, par or stated value per share			$ 0.0001	$ 0.0001
Debt Instrument, Face Amount			$ 1,325,000,000
Proceeds from Issuance of Common Stock			3,320,000	$ 794,000	$ 0
Topco [Member] \| 2014 Topco Acquisition [Member] \| Intercompany Loan Agreements [Member]
Related Party Transactions (Textual)
Debt Instrument, Face Amount			6,000,000.0
Topco [Member] \| 2014 Topco Acquisition [Member] \| New Intercompany Loan Agreement [Member]
Related Party Transactions (Textual)
Debt Instrument, Face Amount			$ 6,000,000.0
Debt Instrument, Interest Rate, Stated Percentage			0.39%
Debt instrument, maturity date			Dec. 31, 2023
Common Class A [Member]
Related Party Transactions (Textual)
Common stock, par or stated value per share			$ 0.0001
Common Class A [Member] \| Subscription Agreements [Member]
Related Party Transactions (Textual)
Issuance of common stock to sponsor, Shares			34,410,000
Price per share			$ 10.00
Common Class A [Member] \| Private Placement [Member]
Related Party Transactions (Textual)
Price per share			$ 11.50
Term Loan Facility [Member]
Related Party Transactions (Textual)
Loans			$ 0	6,200,000
CP Sponsor [Member] \| Private Placement [Member]
Related Party Transactions (Textual)
Class of warrant or right issued during the period shares			7,333,333
Class of warrant or right issuance price per share			$ 1.50
Proceeds from issuance of warrants			$ 11,000,000
CP Sponsor [Member] \| Common Class B [Member]
Related Party Transactions (Textual)
Common stock, par or stated value per share	$ 0.0001
Issuance of common stock to sponsor, Shares		11,500,000
Price per share		$ 0.002
Proceeds from Issuance of Common Stock		$ 25,000
Conversion of stock shares converted	11,250,000
CP Sponsor [Member] \| Founder Shares [Member]
Related Party Transactions (Textual)
Expired and the Sponsor forfeited (in Shares)	25,000
Majority-Owned Subsidiary, Unconsolidated [Member]
Related Party Transactions (Textual)
Revenue from Related Parties			14,300,000	18,100,000	$ 19,600,000
Accounts receivable			$ 1,700,000	$ 2,400,000

Income Tax (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Components of (Benefit from) Provision for Income Taxes

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


	Year Ended December 31,
	2022			2021			2020
(in thousands)
Current tax expense (benefit)
Federal	$	23,351		$	22,085		$	(9,106	)
State		8,148			7,667			4,710
Foreign		13,918			13,877			13,422
Total current tax expense		45,417			43,629			9,026
Deferred tax (benefit) expense
Federal		(129,055	)		(16,007	)		(6,501	)
State		(59,512	)		5,827			868
Foreign		(2,187	)		168			(8,724	)
Total deferred tax benefit		(190,754	)		(10,012	)		(14,357	)
Total (benefit from) provision for income taxes	$	(145,337	)	$	33,617		$	(5,331	)

Schedule of Reconciliation of Company's Effective Income Taxes Rates

A reconciliation of the Company's effective income tax rate as compared to the federal statutory income tax rate is as follows:


	Year Ended December 31,
	2022			2021			2020
Statutory U.S. rate		21.0	%		21.0	%		21.0	%
State tax, net of federal tax benefit		2.7	%		11.7	%		(2.4	)%
Foreign tax, net of federal tax benefit		(0.2	)%		5.3	%		1.1	%
Goodwill impairment		(14.0	)%		—			—
Disallowed executive compensation		(0.1	)%		2.3	%		(3.2	)%
Equity-based compensation		—			(2.4	)%		(10.4	)%
Meals and entertainment		(0.1	)%		1.6	%		(0.7	)%
Contingent consideration fair value adjustment		—			(1.8	)%		(1.3	)%
Fair value of warrant liability		0.3	%		0.2	%		(1.6	)%
Work opportunity tax credit		0.2	%		(2.5	)%		0.4	%
Other		(0.2	)%		1.5	%		0.1	%
Effective tax rate		9.6	%		36.9	%		3.0	%

Schedule of Geographic Components of Income (loss) Before Income Taxes

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


	Year Ended December 31,
	2022			2021		2020
(in thousands)
U.S. sources	$	(1,544,387	)	$	65,202	$	(203,526	)
Non-U.S. sources		21,758			25,964		23,125
(Loss) income before income taxes	$	(1,522,629	)	$	91,166	$	(180,401	)

Schedule of Net Deferred Tax Liabilities

Net deferred tax liabilities consist of the following:


	December 31,
(in thousands)	2022			2021
Deferred tax assets
Accrued liabilities	$	68,016		$	78,711
Interest expense		53,320			37,335
Right-of-use liabilities		14,356			9,790
Net operating losses		7,904			10,193
Transaction expenses		7,649			8,192
Contingent liabilities		3,903			7,768
Insurance reserves		2,522			2,138
Acquired intangible assets, including goodwill		1,487			1,182
Social security tax deferral		—			6,382
Other		8,293			4,534
Total deferred tax assets		167,450			166,225
Deferred tax liabilities
Acquired intangible assets, including goodwill		413,728			608,316
Interest rate caps		12,079			2,419
Right-of-use assets		10,044			6,218
Debt issuance costs		7,532			9,629
Restructuring expenses		3,427			4,788
Depreciation		2,397			2,968
Other		8,545			7,397
Total deferred tax liabilities		457,752			641,735
Less: deferred income tax asset valuation allowances		(5,360	)		(6,853	)
Net deferred tax liabilities	$	295,662		$	482,363

	December 31,
(in thousands)	2022			2021
Reported as:
Noncurrent deferred tax asset	$	2,211		$	802
Noncurrent deferred tax liabilities		297,873			483,165
Net deferred tax liabilities	$	295,662		$	482,363

Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Equity

12. Equity

Class A Common Stock—The Company is authorized to issue 3,290,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share on each matter on which they are entitled to vote. At December 31, 2022, there were 319,690,300 shares of Class A common stock legally issued and outstanding. At December 31, 2021, there were 316,963,552 shares of Class A common stock legally issued and outstanding, including 5,000,000 Performance Shares issued to Topco at the Closing, which were subject to vesting upon satisfaction of a market performance condition after the Closing. Such performance shares vested on January 15, 2021 when the market performance condition was satisfied.

Preferred stock—The Company is authorized to issue 10,000,000 preferred stock with no par value of $0.0001 per share. At December 31, 2022 and 2021, there is no preferred stock issued or outstanding.

Common stock held in treasury, at cost— On November 9, 2021, the Company announced that the board of directors authorized a new share repurchase program (the “2021 Share Repurchase Program”) pursuant to which the Company may repurchase up to $100 million of the Company’s 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 the Company’s Class A common stock on the open market and in 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 the Company is under no obligation to repurchase any specific number of shares.

During the fourth quarter of 2021, the Company executed open market purchases of $12.6 million of the Company’s Class A common stock under the 2021 Share Repurchase Program. As a result of repurchases during the year ended December 31, 2021, there remains $87.4 million of share repurchase availability under the 2021 Share Repurchase Program as of December 31, 2022 and 2021.

Warrants—As of December 31, 2022 and 2021, 11,244,988 public warrants were outstanding. Each whole warrant entitles the holder to purchase one whole share of the Company’s Class A common stock at an exercise price of $11.50 per share, subject to adjustment. Warrants may only be exercised for a whole number of shares of Class A common stock. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants became exercisable 30 days after the completion of the Merger. The warrants will expire five years after the completion of the Merger, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

As of December 31, 2022 and 2021, 7,333,333 private placement warrants were outstanding. The private placement warrants are identical to the public warrants, except that the private placement warrants and the Class A common stock issuable upon exercise of the private placement warrants were not transferable, assignable or salable until 30 days after the completion of the Merger, subject to certain limited exceptions. Additionally, the private placement warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the private placement warrants are held by someone other than the initial stockholders or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.

The Company may call the warrants for redemption:

For cash:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

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

•

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

For cash or Class A common stock:

•

in whole and not in part;

•

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

•

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

•

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

•

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

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

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

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Prepaid and Other Assets

12 Months Ended

Dec. 31, 2022

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

Prepaid Expenses and Other Assets

4. Prepaid Expenses and Other Assets

Prepaid expenses and other current assets consist of the following:


	December 31,
(in thousands)	2022		2021
Inventory and supplies	$	78,273	$	70,704
Prepaid expenses		46,547		41,165
Prepaid income taxes		7,385		4,968
Other receivables		6,604		5,747
Assets held for sale		4,959		—
Other current assets		5,708		3,416
Total prepaid expenses and other current assets	$	149,476	$	126,000

Other assets consist of the following:


	December 31,
(in thousands)	2022		2021
Operating lease right-of-use assets	$	61,744	$	47,478
Interest rate caps		47,493		10,164
Deposits		4,596		4,858
Workers' compensation receivable		3,525		4,008
Other long-term assets		2,164		1,065
Total other assets	$	119,522	$	67,582

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

Subsequent Events - Additional Information (Details) - Subsequent Event [Member] - Chief Executive Officer [Member] $ in Millions	1 Months Ended
	Feb. 28, 2023 USD ($) shares
Subsequent Event [Line Items]
Cash signing bonus	$ 1.3
Restricted Stock, Grant Date Fair Value	$ 3.0
Number of stock options, Granted \| shares	8,000,000
RSUs [Member]
Subsequent Event [Line Items]
Annual grants	$ 1.5
PSUs [Member]
Subsequent Event [Line Items]
Annual grants	$ 1.5

Stock-Based Compensation and Other Benefit Plans

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation and Other Benefit Plans

11. Stock-Based Compensation and Other Benefit Plans

The Company has issued nonqualified stock options, RSUs (as defined below), and PSUs (as defined below) under the Advantage Solutions Inc. 2020 Incentive Award Plan (the “Plan”). The Company’s RSUs and PSUs, as described below, are expensed and reported as non-vested shares. The Company recognized stock-based compensation expense of $36.9 million and $39.4 million

for the year ended December 31, 2022 and 2021, respectively. The related deferred tax benefit for stock-based compensation recognized was $7.9 million and $6.6 million for the year ended December 31, 2022 and 2021, respectively.

Performance Restricted Stock Units

Performance restricted stock units (“PSUs”) are subject to the achievement of certain performance conditions based on the Company’s revenues (“PSU Revenues”) and Adjusted EBITDA (“PSU EBITDA”) targets in the respective measurement period and the recipient’s continued service to the Company. The PSUs are scheduled to vest over a three-year period from the date of grant and may vest from 0% to 150% of the number of shares set forth in the table below. The number of PSUs earned shall be adjusted to be proportional to the partial performance between the Threshold Goals, Target Goals and Maximum Goals. Details for each aforementioned defined term for each grant have been provided in the table below.

During the first quarter of 2022, the Compensation Committee determined that the achievement of the performance objective applicable to the PSU EBITDA 2021 objective was 64.6% of target and the achievement of the performance objective applicable to the PSU Revenues 2021 objective was 126.2% of target. In the first quarter of 2022, the Compensation Committee determined that the PSU Revenues and PSU EBITDA metrics will be measured separately when determining whether above-target performance has been maintained for future year performance. Such determination is applicable to the PSUs grants made in 2021 and in 2022. As a result, the 26.2% above-target performance on PSU Revenues for 2021 must be maintained in 2022 and 2023 in order for the corresponding above-target PSUs to vest in January 2024. Assuming there is no decline in performance with respect to PSU Revenues in 2022 and 2023, an amount equal to approximately 9.2% of the target number of PSUs granted in January 2021 will vest in full in January 2024 as a result of the above-target PSU Revenues performance for fiscal 2021. The performance period for those awards ended on December 31, 2021 but remain subject to service-based vesting conditions.

Under the provision of ASC 718 Compensation—Stock Compensation, the Company determined that 2021 PSUs granted were modified as of March 11, 2022 related to 205,834 above-target PSU Revenues metrics. The stock-based compensation expense for such modification was accounted for as a cancellation of the original award and the issuance of a new award using the fair value of the award on the date of modification.

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 maximum potential expense if the Maximum Goals 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.


(in thousands, except share and per share data) Performance Period	Number of Shares Threshold		Number of Shares Target		Number of Shares Maximum		Weighted Average Fair Value per Share		Maximum Remaining Unrecognized Compensation Expense		Weighted-average remaining requisite service periods
January 1, 2022—December 31, 2022		2,534,250		5,068,499		7,584,760	$	5.47	$	78,316		1.4 years
January 1, 2021—December 31, 2021		1,108,390		1,108,390		1,304,565	$	13.19	$	3,234		1.0 years

The following table summarizes the PSU activity for the year ended December 31, 2022:


	Performance Share Units			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2022		2,609,079		$	13.07
Granted		5,727,905		$	5.46
Distributed		(665,306	)	$	13.06
Forfeited		(921,042	)	$	7.35
PSU performance adjustment		(377,572	)	$	11.19
Outstanding at December 31, 2022		6,373,064		$	7.05

Restricted Stock Units

Restricted stock units (“RSUs”) are subject to the recipient’s continued service to the Company. The RSUs are generally scheduled to vest over three years and are subject to the provisions of the agreement under the Plan.

During the year ended December 31, 2022, the following activities involving RSUs occurred under the Plan:


	Number of RSUs			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2022		3,660,553		$	10.64
Granted		8,497,756		$	4.84
Distributed		(1,356,365	)	$	10.56
Forfeited		(1,225,184	)	$	7.46
Outstanding at December 31, 2022		9,576,760		$	5.91

As of December 31, 2022, the total remaining unrecognized compensation cost related to RSUs amounted to $26.1 million, which will be amortized over the weighted-average remaining requisite service periods of 2.1 years.

Common Series C Units and C-2 Units

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

Common Series C Units were granted at no cost to employees of the Company. As the result of an amendment and restatement of the Limited Partnership Agreement, on March 15, 2018, 75% of all Common Series C Units awards are subject to vesting over four fiscal years from their respective issuance date. The remaining 25% of the units were forfeited. To the extent the Common Series C Units vest, such units may still be forfeited as a result of termination of the employment of the applicable holders or upon a non-qualifying exit event. Certain awards vest over the remaining initial four-year term, subject to the employee’s continued employment. In addition, Topco issued certain Common Series C Units in connection with the 2017 acquisition of Daymon Worldwide Inc. (“Daymon”) to certain Daymon employees, certain of which were deemed to vested upon issuance, and certain of which vested in four annual installments, subject to such employee’s continued employment with the Company. The Limited Partnership Agreement also authorizes Topco to issue 35,000 Common Series C-2 Units to employees of the Company, which are deemed to be vested upon issuance and subject to substantially similar forfeiture provisions as the Common Series C Units, including forfeiture upon certain terminations of employment with the Company of the applicable holders or a non-qualifying exit event.

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

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


	Year Ended December 31,
	2020
Grant date fair value	$	201.25
Dividend yield		0.0	%
Expected volatility		75.3	%
Risk-free interest rate		0.2	%
Lack of marketability discount		30.5	%
Expected term		1.0 years

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


	Year Ended December 31,
	2020
Grant date fair value	$	223.00
Dividend yield		0.0	%
Yield test probability		23.3	%
Cost of equity capital		11.8	%
Expected term		1.0 years

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

The following table summarizes the activity in the Common Series C Units:


	Year Ended December 31,
	2022
Beginning of the period		166,790
Forfeitures		(33,900	)
End of the period		132,890

The following table summarizes the activity in the Common Series C-2 Units:


	Year Ended December 31,
	2022
Beginning of the period		29,875
Forfeitures		(4,780	)
End of the period		25,095

The Company classified the Merger as a vesting exit event for accounting purposes associated with the Common Series C and C-2 Units. As a result, the Company recognized non-cash compensation expenses of $62.7 million in connection with the Common Series C Units and $13.3 million in connection with the Common Series C-2 Units for the year ended December 31, 2020. As the vesting exit event was at Topco, there was no impact to the Company’s outstanding shares of Common Stock.

Common Series D Units

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

The Company measures the fair value of the Common Series D Units quarterly throughout the five-year vesting period and recognizes this cost ratably over the vesting period. There were no grants during the years ended December 31, 2022, 2021, and 2020. The OPM was used to estimate the Common Series D Units fair value of $300 as of the grant date. The expected share price volatility is based on the average of the historical volatility of comparable public companies. The risk-free rate is based on U.S. Treasury yields in effect at the time of grant over the expected term. The Company did not use a dividend yield as it has not historically paid distributions. The fair value of these units at the end of each measurement period were $5, $143, and $644 per unit as of December 31, 2022, 2021, and 2020. Since the Common Series D Units that were issued under the Limited Partnership Agreement were for interests in Topco, which is outside of the consolidated group, the value of the profits interests were marked to market at each of the Company’s reporting periods.

The following assumptions were used in determining the fair value of Common Series D Units:


	Year Ended December 31,
	2022
Grant date fair value	$	300.00
Dividend yield		0.0	%
Expected volatility		53.0	%
Risk-free interest rate		4.3	%
Lack of marketability discount		32.0	%
Expected term		1.9 years

On December 31, 2022, there were 30,000 Common Series D Units outstanding. During the years ended December 31, 2022, 2021, and 2020, the Company recorded equity-based compensation expense of $4.1 million, $15.0 million, and $13.8 million, respectively, included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

Stock Options

During the year ended December 31, 2022, the following activities involving stock options occurred under the Plan:


	Stock Options			Weighted Average Exercise Price
Outstanding at January 1, 2022		261,324		$	9.20
Granted		2,115,664		$	3.92
Forfeited		(261,324	)	$	9.20
Outstanding at December 31, 2022		2,115,664		$	3.92

Stock-based compensation costs related to stock options granted to employees are measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. The Company estimates the grant date fair value, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. The Company recognizes compensation costs for awards with service vesting conditions on an accelerated method under the graded vesting method over the requisite service period of the award, which is generally the vesting term of three years.

The Black-Scholes option-pricing model requires the use of highly subjective assumptions which determine the fair value of stock-based awards. The assumptions used in the Company's option-pricing model represent management’s best estimates. These estimates are complex, involve a number of variables, uncertainties and assumptions and the application of management’s judgment, so that they are inherently subjective. If factors change and different assumptions are used, the Company's stock-based compensation expense could be materially different in the future. These assumptions are estimated as follows:


	•		Fair Value of Common Stock. Represents the publicly quoted price as the fair value of ADV common stock.


	•		Risk-Free Interest Rate. The Company based the risk-free interest rate used in the Black-Scholes option-pricing model on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term of the options for each option group.


	•		Expected Term. The expected term represents the period that the stock-based awards are expected to be outstanding. Because of the limitations on the sale or transfer or the Company's common stock as a previously privately held company, the Company does not believe its historical exercise pattern for similar awards is indicative of the pattern the Company will experience as a publicly traded company. Management has consequently used the Staff Accounting Bulletin, or SAB 110, Simplified Method to calculate the expected term, which is the average of the contractual term and vesting period. The Company plans to continue to use the SAB 110 Simplified Method until the Company has sufficient trading history as a publicly traded company.


	•		Volatility. Management determined the price volatility factor based on the historical volatilities of a relevant peer group as the Company did not have a sufficient trading history of common stock. Industry peers consist of several public companies that provide similar services with comparable characteristics including enterprise value, risk profiles and position within the industry. The Company intends to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of the Company's own common stock share price becomes available, or unless circumstances change such that the identified companies are no longer similar, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation.


	•		Dividend Yield. The expected dividend assumption is based on expectations about the Company's anticipated dividend policy. The Company currently does not expect to issue any dividends.

In addition to assumptions used in the Black-Scholes option-pricing model, the Company must also estimate a forfeiture rate to calculate the stock-based compensation for the Company's awards. The Company will continue to use judgment in evaluating the assumptions related to the Company's stock-based compensation on a prospective basis. As the Company continue to accumulate additional data, the Company may have refinements to the Company's estimates, which could materially impact the Company's future stock-based compensation expense.

The fair value of the employee stock options was estimated using the following assumptions for the periods presented:


	December 31,
	2022			2021
Share Price	$	3.92		$	9.20
Dividend yield		0.0	%		0.0	%
Expected volatility		34.4	%		28.7	%
Risk-free interest rate		2.9	%		1.1	%
Expected term		6.5 years			6.5 years

As of December 31, 2022, the Company had approximately $2.2 million of total unrecognized compensation expense related to stock options, net of related forfeiture estimates, which the Company expects to recognize over a weighted-average period of approximately 1.7 years. The intrinsic value of all outstanding options as of December 31, 2022 was zero based on the market price of the Company's common stock of $2.08 per share.

Employee Stock Purchase Plan

In October 2020, the board of directors adopted, and the stockholders subsequently approved, the 2020 Employee Stock Purchase Plan, as amended (the “ESPP”). The Board has delegated concurrent authority to administer the ESPP to the Compensation Committee under the terms of the Compensation Committee’s charter.

Employees, may have to satisfy one or more of the following service requirements before participating in the ESPP, as determined by the administrator: (a) customary employment with the Company for more than 20 hours per week and more than five months per calendar year, or (b) continuous employment with the Company for a minimum period of time, not to exceed two years, prior to the first date of an offering. An employee may not be granted rights to purchase stock under the ESPP if such employee (x) immediately after the grant would own stock possessing five percent or more of the total combined voting power or value of the common stock, or (y) would purchase in excess of $25,000 of fair market value of such stock in an offering period. Additionally, “highly compensated employees” may not be granted rights to purchase stock under the ESPP. This includes individuals with compensation above a specified level, who is an officer and/or is subject to the disclosure requirements of Section 16(a) of the Exchange Act.

The administrator may approve offerings with a duration of not more than 27 months, and may specify one or more shorter purchase periods within each offering (“Offering Period”). Each offering will have one or more purchase dates on which shares of the common stock will be purchased for the employees who are participating in the offering. The administrator, in its discretion, will determine the terms of offerings under the ESPP.

The ESPP permits participants to purchase shares of the common stock through payroll deductions with up to 15% of their earnings. The purchase price of the shares will not be less than 85% of the lower of the fair market value of the common stock on the first day of an offering or on the date of purchase. Payroll deductions shall be equal to at least one percent (1%) of the participant’s compensation as of each payday of the Offering Period following the Enrollment Date, but not more than the lesser of fifteen percent (15%) of the participant’s compensation as of each payday of the Offering Period following the Enrollment Date or $25,000 per offering period.

A participant may not transfer purchase rights under the ESPP other than by will, the laws of descent and distribution or as otherwise provided under the ESPP.

In the event of a specified corporate transaction, such as a merger or change in control, a successor corporation may assume, continue or substitute each outstanding purchase right. If the successor corporation does not assume, continue or substitute for the outstanding purchase rights, the offering in progress will be shortened and a new exercise date will be set. The participants’ purchase rights will be exercised on the new exercise date and such purchase rights will terminate immediately thereafter.

The ESPP will remain in effect until terminated by the administrator in accordance with the terms of the ESPP. The board of directors has the authority to amend, suspend or terminate the ESPP, at any time and for any reason.

Employee Benefit Plans

The Company sponsors 401(k) plans for certain employees who meet specified age and length of service requirements. The 401(k) plans include a deferral feature under which employees may elect to defer a portion of their salary, subject to Internal Revenue Service limitations. The Company provides a matching contribution based on a percentage of participating employees’ salaries and contributions made. Total contributions to the plan for the years ended December 31, 2022, 2021, and 2020 were $13.3 million, $12.5 million, and $10.8 million, respectively.

Segments and Geographic Information - Summary of Revenues and Long-lived Assets by Services Provided in Geographic Region (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenues
Total revenues	$ 4,049,742	$ 3,602,298	$ 3,155,671	$ 3,155,671
Long-Lived Assets
Total long-lived assets	70,898	63,696
North America [Member]
Revenues
Total revenues	3,562,168	3,153,768		2,792,238
Long-Lived Assets
Total long-lived assets	60,071	53,284
International [Member]
Revenues
Total revenues	487,574	448,530		$ 363,433
Long-Lived Assets
Total long-lived assets	$ 10,827	$ 10,412

- Definition

+ References

+ Details

Schedule I - Condensed Parent Only Financial Information - Additional Information (Details)	12 Months Ended
	Dec. 31, 2022
New Secured First Lien Term Loan Facility [Member] \| Advantage Sales And Marketing Inc [Member]
Condensed Financial Statements, Captions [Line Items]
Percentage of net cash proceeds of certain assets for term loan prepayments	100.00%
Percentage of net cash proceeds from certain debt issuance for term loan prepayments	100.00%
Percentage of excess cash flow for term loan prepayments	50.00%
Parent Company [Member] \| Minimum [Member]
Condensed Financial Statements, Captions [Line Items]
Percentage of consolidated net assets of Parent and its subsidiaries	25.00%

Other Liabilities - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Other Liabilities [Line Items]
Accrued compensation and benefits	$ 154,744	$ 139,157
Long term liabilities	110,554	92,218
Other accrued expenses	133,173	164,133
Deferred tax liabilities	295,662	482,363
Contingent Consideration Liabilities [Member]
Other Liabilities [Line Items]
Fair value adjustment loss	4,800
Business acquisition, maximum contingent consideration	112,200
Deferred Payment of Security Taxes [Member]
Other Liabilities [Line Items]
Payment of Security Taxes	23,800
Other Long Term Liabilities [Member]
Other Liabilities [Line Items]
Deferred payment outstanding - current		24,000
Surety Bond [Member]
Other Liabilities [Line Items]
Liability for Unpaid Claims and Claims Adjustment Expense, Net	16,000	10,000
Letter of Credit [Member]
Other Liabilities [Line Items]
Letter of credit	44,500	54,800
Worker's Compensation Programs [Member]
Other Liabilities [Line Items]
Unpaid liability	57,200	57,700
Accrued compensation and benefits	24,800	26,300
Long term liabilities	$ 32,400	$ 31,400

Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Summary of Long term Debt, Net of Current Portion


	December 31,
(in thousands)	2022		2021
Term Loan Facility	$	1,298,500	$	1,311,750
Notes		775,000		775,000
Government loans for COVID-19 relief		4,480		5,212
Other		1,207		1,113
Total long-term debt		2,079,187		2,093,075
Less: current portion		13,991		14,397
Less: debt issuance costs		42,377		49,796
Long-term debt, net of current portion	$	2,022,819	$	2,028,882

Summary of Future Minimum Principal Payments on Long-term Debt

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



(in thousands)
2023	$	14,242
2024		13,827
2025		13,995
2026		13,801
2027		13,791
Thereafter		2,009,531
Total future minimum principal payments	$	2,079,187

Stock-Based Compensation - Schedule Of Assumption Used To Determine Fair Value (Details) - Employee Stock Option Member - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share price	$ 3.92	$ 9.20
Dividend yield	0.00%	0.00%
Expected volatility	34.40%	28.70%
Risk-free interest rate	2.90%	1.10%
Expected term	6 years 6 months	6 years 6 months

Earnings Per Share - Additional Information (Details) - $ / shares	1 Months Ended	12 Months Ended
	Jan. 31, 2021	Dec. 31, 2022	Dec. 31, 2020	Dec. 31, 2021
Earnings Per Share [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Terms of Award		five-year period
Class of warrant or right exercise price of warrants or rights		$ 0.01
Private Placement [Member]
Earnings Per Share [Line Items]
Private placement warrants, outstanding		7,333,333		7,333,333
Performance Shares [Member] \| Topco [Member]
Earnings Per Share [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Terms of Award		5,000,000
Warrant Instrument Redemption Threshold Consecutive Trading Days		20 days
Warrant Instrument Redemption Threshold Trading Days		30 days
Common Class A [Member] \| Performance Shares [Member]
Earnings Per Share [Line Items]
Warrant Instrument Redemption Threshold Consecutive Trading Days	20 days
Warrant Instrument Redemption Threshold Trading Days	30 days
Number of shares, Vested	5,000,000
Common Class A [Member] \| Performance Shares [Member] \| Topco [Member]
Earnings Per Share [Line Items]
Share price	$ 12.00
Number of shares, Vested			5,000,000
CP Sponsor [Member]
Earnings Per Share [Line Items]
Private placement warrants, outstanding		11,244,988		11,244,988
CP Sponsor [Member] \| Common Class A [Member] \| Private Placement Warrants [Member]
Earnings Per Share [Line Items]
Private placement warrants, outstanding		7,333,333		7,333,333
Class of warrant or right exercise price of warrants or rights		$ 11.50		$ 11.50

Earnings Per Share - Summary of Reconciliation of Basic and Diluted Net Earnings Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Net (loss) income attributable to stockholders of Advantage Solutions Inc.	$ (1,380,502)	$ 54,494	$ (175,806)
Weighted average common shares - basic	318,682,548	318,198,860	223,227,833
Basic (loss) earnings per common share	$ (4.33)	$ 0.17	$ (0.79)
Basic	318,682,548	318,198,860	223,227,833
Performance Stock Units	0	1,998,848	0
Restricted Stock Units	0	559,649
Warrants	0	4,468	0
Employee stock purchase plan and stock options	0	242,931	0
Weighted average common shares - diluted	318,682,548	321,004,756	223,227,833
Diluted (loss) earnings per common share	$ (4.33)	$ 0.17	$ (0.79)

Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2022

Summary of Financial Liabilities Measured on Recurring Basis


(in thousands)	Carrying Value		Fair Value (Level 2)
Balance at December 31, 2022
Term Loan Facility	$	1,298,500	$	1,372,125
Notes		775,000		736,517
Government loans for COVID-19 relief		4,480		4,723
Other		1,207		1,207
Total long-term debt	$	2,079,187	$	2,114,572


(in thousands)	Carrying Value		Fair Value (Level 2)
Balance at December 31, 2021
Term Loan Facility	$	1,311,750	$	1,406,552
Notes		775,000		894,611
Government loans for COVID-19 relief		5,212		5,615
Other		1,113		1,113
Total long-term debt	$	2,093,075	$	2,307,891

Fair Value, Recurring [Member]

Summary of Financial Assets and Liabilities Measured on Recurring Basis


	December 31, 2022
(in thousands)	Fair Value		Level 1		Level 2		Level 3
Assets measured at fair value
Derivative financial instruments	$	47,493	$	—	$	47,493	$	—
Total assets measured at fair value	$	47,493	$	—	$	47,493	$	—
Liabilities measured at fair value
Warrant liability	$	953	$	—	$	953	$	—
Contingent consideration liabilities		20,334		—		—		20,334
Total liabilities measured at fair value	$	21,287	$	—	$	953	$	20,334


	December 31, 2021
(in thousands)	Fair Value		Level 1		Level 2		Level 3
Assets measured at fair value
Derivative financial instruments	$	10,164	$	—	$	10,164	$	—
Total assets measured at fair value	$	10,164	$	—	$	10,164	$	—
Liabilities measured at fair value
Derivative financial instruments	$	385	$	—	$	385	$	—
Warrant liability		22,189		—		—		22,189
Contingent consideration liabilities		58,366		—		—		58,366
Total liabilities measured at fair value	$	80,940	$	—	$	385	$	80,555

Investments - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Schedule of Equity Method Investments [Line Items]
Equity method investment, carrying value	$ 129,491	$ 125,158
Japanese Supermarket Chain [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment ownership percentage	9.90%	9.90%
Equity method investment, carrying value	$ 6,300	$ 7,100
Global Smollan Holdings [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment ownership percentage	25.00%	25.00%
Smollan Holding Proprietary Limited [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment ownership percentage	25.00%	25.00%
Partnership SPV1 Limited [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment ownership percentage	12.50%	12.50%
Ceuta Holding Limited [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment ownership percentage	8.80%	8.80%
Significant Equity Investments [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment, carrying value	$ 123,200	$ 118,000
Cost of Sales [Member]
Schedule of Equity Method Investments [Line Items]
Equity in net loss of subsidiaries	$ 10,600	$ 10,300	$ 5,100

Stock-Based Compensation and Other Benefit Plans - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2018	Dec. 31, 2014
Share-Based Payment Arrangement, Expense, after Tax	$ 36,900,000	$ 39,400,000
Share-Based Payment Arrangement, Expense, Tax Benefit	7,900,000	6,600,000
Share-Based Payment Arrangement, Expense	$ 39,825,000	$ 39,412,000	$ 0
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Defined Benefit Plan, Plan Assets, Contributions by Employer	$ 13,300,000	$ 12,500,000	10,800,000
Selling, General and Administrative Expenses [Member]
Share-Based Payment Arrangement, Expense	$ 4,100,000	15,000,000.0	$ 13,800,000
2020 incentive award plan member
Vesting period	3 years
Unrecognized compensation expense	$ 2,200,000
Weighted-average period	1 year 8 months 12 days
Intrinsic value of all outstanding options		$ 0
Common stock, par or stated value per share		$ 2.08
Employee Stock Purchase Plan
Payroll deduction	15.00%
Purchase price	85.00%
Share Based Compensation Arrangement by Share Based Payment Award Maximum Stock Value Purchased Per Employee	$ 25,000
Employee Benefits and Share-Based Compensation	$ 25,000
Employee Stock Purchase Plan \| Minimum [Member]
Payroll deduction	1.00%
Employee Stock Purchase Plan \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum	15.00%
Common Series D Units [Member]
Number of shares, Granted	0	0	0
Vesting period	5 years
Weighted Average Grant Date Fair Value, Granted	$ 300.00
Equity -based compensation , fair value end of measurement period	$ 5	$ 143	$ 644
Equity -based compensation ,numbers of units outstanding	30,000
Stock Option Plan Expense Benefit	$ 30,000
Common Series C Units [Member]
Description of vesting rights				As the result of an amendment and restatement of the Limited Partnership Agreement, on March 15, 2018, 75% of all Common Series C Units awards are subject to vesting over four fiscal years from their respective issuance date. The remaining 25% of the units were forfeited.
Weighted Average Grant Date Fair Value, Granted			$ 201.25
Equity -based compensation ,numbers of units outstanding	132,890	166,790
Share-Based Payment Arrangement, Expense			$ 62,700,000
Common Series C Units [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Vesting percentage	75.00%
Vesting period	4 years
Common Series C Units [Member] \| Share-Based Payment Arrangement, Tranche Two [Member]
Vesting percentage	25.00%
Common Series C Units [Member] \| Share-Based Payment Arrangement, Tranche Three [Member] \| Daymon Acquisition [Member]
Vesting period	4 years
Common Series C2 Units [Member]
Weighted Average Grant Date Fair Value, Granted			$ 223.00
Equity -based compensation ,numbers of units outstanding	25,095	29,875
Share-Based Payment Arrangement, Expense			$ 13,300,000
Common Series C2 Units [Member] \| 2014 Topco Acquisition [Member]
Equity-based compensation ,units authorized					35,000
Performance Stock Units [Member]
Vesting period	3 years
Percentage of performance objective applicable to PSU EBITDA objective	64.60%
Percentage of performance objective applicable to Revenue objective	126.20%
Percentage of above-target performance on Revenues	26.20%
Percentage of amount equal to target number	9.20%
Shares related to above-target Revenue Metric PSUs	205,834
Performance Stock Units [Member] \| Minimum [Member]
Vesting percentage	0.00%
Performance Stock Units [Member] \| Maximum [Member]
Vesting percentage	150.00%
Restricted Stock Units (RSUs) [Member]
Number of shares, Granted	8,497,756
Vesting period	3 years
Weighted Average Grant Date Fair Value, Granted	$ 4.84
Equity -based compensation , fair value end of measurement period	$ 5.91	$ 10.64
Equity -based compensation ,numbers of units outstanding	9,576,760	3,660,553
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount	$ 26,100
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period	2 years 1 month 6 days
Employee Stock Option Member
Number of shares, Granted	2,115,664
Weighted Average Grant Date Fair Value, Granted	$ 3.92
Equity -based compensation , fair value end of measurement period	$ 3.92	$ 9.20
Equity -based compensation ,numbers of units outstanding	2,115,664	261,324

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Summary Of Changes In Goodwill

Changes in goodwill for the years ended December 31, 2022 and 2021, are as follows:


	Sales			Marketing			Total
(in thousands)
Gross carrying amount as of January 1, 2021	$	2,114,378		$	700,961		$	2,815,339
Accumulated impairment charge		(652,000	)		—			(652,000	)
Balance at January 1, 2021		1,462,378			700,961			2,163,339
Acquisitions		32,087			13,315			45,402
Measurement period adjustments		179			(1,043	)		(864	)
Foreign exchange translation effects		(1,873	)		—			(1,873	)
Balance at December 31, 2021		1,492,771			713,233			2,206,004
Acquisitions		5,732			52,855			58,587
Measurement period adjustments		(392	)		—			(392	)
Impairment charge		(1,275,719	)		(91,804	)		(1,367,523	)
Foreign exchange translation effects		(8,727	)		—			(8,727	)
Balance at December 31, 2022	$	213,665		$	674,284		$	887,949

Summary Of Intangible Assets

The following tables set forth information for intangible assets:


		December 31, 2022
(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	$	2,488,802	$	1,338,381	$	—	$	1,150,421
Trade names	10 years		97,009		47,986		—		49,023
Developed technology	6 years		7,500		4,441		—		3,059
Total finite-lived intangible assets(1)			2,593,311		1,390,808		—		1,202,503
Indefinite-lived intangible assets:
Trade names			1,480,000		—		785,000		695,000
Total other intangible assets		$	4,073,311	$	1,390,808	$	785,000	$	1,897,503


		December 31, 2021
(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	$	2,480,167	$	1,158,732	$	—	$	1,321,435
Trade names	8 years		138,206		78,355		—		59,851
Developed technology	5 years		13,260		8,206		—		5,054
Covenant not to compete	5 years		6,100		4,926		—		1,174
Total finite-lived intangible assets(1)			2,637,733		1,250,219		—		1,387,514
Indefinite-lived intangible assets:
Trade names			1,480,000		—		580,000		900,000
Total other intangible assets		$	4,117,733	$	1,250,219	$	580,000	$	2,287,514

Summary Of Estimated Future Amortization Expenses Of Intangible Assets

As of December 31, 2022, estimated future amortization expenses of the Company’s existing intangible assets are as follows:


(in thousands)

2023	$	197,995
2024		196,626
2025		190,571
2026		186,582
2027		182,030
Thereafter		248,699
Total amortization expense	$	1,202,503

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
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+ Details

Stock-Based Compensation and Other Benefit Plans - Share-based Compensation, Activity (Details)	12 Months Ended
	Dec. 31, 2022 shares
Common Series C Units [Member]
Beginning balance	166,790
Forfeitures	(33,900)
Ending balance	132,890
Common Series C2 Units [Member]
Beginning balance	29,875
Forfeitures	(4,780)
Ending balance	25,095

Prepaid Expenses and Other Assets - Schedule of prepaid and other current assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Total prepaid expenses and other current assets	$ 149,476	$ 126,000
Prepaid Expenses and Other Current Assets [Member]
Inventory and supplies	78,273	70,704
Prepaid expenses	46,547	41,165
Other receivables	6,604	5,747
Prepaid income taxes	7,385	4,968
Assets held for sale	4,959	0
Other current assets	5,708	3,416
Total prepaid expenses and other current assets	$ 149,476	$ 126,000

Other Liabilities

12 Months Ended

Dec. 31, 2022

Other Liabilities Disclosure [Abstract]

Other Liabilities

6. Other Liabilities

Other accrued expenses consist of the following:


	December 31,
	2022		2021
(in thousands)
Interest rate caps and accrued interest payable	$	33,168	$	19,922
Operating lease liability		21,584		20,415
Client deposits		16,521		13,623
General liability insurance reserve		12,937		7,131
Rebates due to retailers		12,693		17,396
Employee medical self-insurance reserves		10,007		8,161
Client refunds related to the Take 5 Matter		9,416		9,424
Taxes		7,286		5,357
Holdbacks		2,247		15,564
Contingent consideration		1,674		41,522
Other accrued expenses		5,640		5,618
Total other accrued expenses	$	133,173	$	164,133

Other long-term liabilities consist of the following:


	December 31,
	2022		2021
(in thousands)
Operating lease liability	$	56,371	$	40,444
Workers' compensation		32,377		31,401
Contingent consideration		18,660		16,844
Other long-term liabilities		3,146		3,529
Total other long-term liabilities	$	110,554	$	92,218

Under the workers’ compensation programs, the estimated liability for claims incurred but unpaid at December 31, 2022 and 2021 were $57.2 million and $57.7 million, respectively. These amounts include reported claims as well as claims incurred but not reported. As of December 31, 2022, $24.8 million and $32.4 million of this liability was included in the “Accrued compensation and benefits” and “Other long-term liabilities” in the Consolidated Balance Sheets, respectively. As of December 31, 2021, $26.3 million and $31.4 million of this liability was included in the “Accrued compensation and benefits” and “Other long-term liabilities” in the Consolidated Balance Sheets, respectively. In connection with its deductible limits, the Company has standby letters-of-credit as of December 31, 2022 and 2021 in the amount of $44.5 million and $54.8 million, respectively, and $16.0 million and $10.0 million surety bond as of such years supporting the estimated unpaid claim liabilities.

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) (as further described in Note 16, Income Taxes) provides for deferred payment of the employer portion of social security taxes between March 27, 2020 and December 31, 2020, with 50% of the deferred amount due December 31, 2021 and the remaining 50% due December 31, 2022. The Company began deferring payment of the employer share of the security taxes in April 2020. The Company repaid $23.8 million and $24.0 million during the years ended December 31, 2022 and 2021, respectively.

Contingent Consideration Liabilities

Each reporting period, the Company measures the fair value of its contingent liabilities by evaluating the significant unobservable inputs and probability weightings using Monte Carlo simulations. Any resulting decreases or increases in the fair value result in a corresponding gain or loss reported in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company has reassessed the fair value of contingent consideration based on the achievement of performance targets as defined in the respective purchase agreements and it resulted in a fair value adjustment of a $4.8 million loss that was included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive (Loss) Income. As of December 31, 2022, the maximum potential payment outcomes were $112.2 million.

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


	December 31,
(in thousands)	2022			2021
Beginning of the period	$	58,366		$	45,901
Fair value of acquisitions		510			19,832
Changes in fair value		4,774			5,763
Payments		(42,711	)		(11,949	)
Measurement period adjustments		—			(1,181	)
Foreign exchange translation effects		(605	)		—
End of the period	$	20,334		$	58,366

Organization and Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Significant Accounting Policies

1. Organization and Significant Accounting Policies

On July 25, 2014, Advantage Solutions Inc. (“ASI Intermediate”) acquired Advantage Sales & Marketing Inc. (the “2014 Topco Acquisition”). As a result of the 2014 Topco Acquisition, Advantage Sales & Marketing Inc. became a wholly owned indirect subsidiary of ASI Intermediate, of which Karman Topco L.P. (“Topco”) is the parent.

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

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

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

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

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

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

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

In connection with the Merger, ASI Intermediate received $93.9 million from Conyers Park’s trust account balance after the payments of $323.1 million redemptions by Conyers Park public stockholders and of $37.3 million transaction expenses incurred by Conyers Park, net of deferred taxes of $3.9 million. ASI Intermediate incurred direct and incremental costs of approximately $24.0 million related to the equity issuance, consisting primarily of investment banking, legal, accounting and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds. In addition, the Company incurred $39.8 million in transaction bonuses and $76.0 million in non-cash share-based compensation expense due to the accelerated vesting of Topco’s legacy share-based compensation plan. The transaction bonuses and share-based compensation are included in “Selling, general and administrative expenses” on the Company's Consolidated Statement of Operations and Comprehensive (Loss) Income for the year ended December 31, 2020. The Company also classified the 7,333,333 private placement warrants originally issued by Conyers Park to Conyers Park II Sponsor LLC in a private placement in connection with its initial public offering and assumed by the Company as a warrant liability with an initial fair value of the private placement warrants of $7.9 million with a decrease to additional paid-in capital in connection with the consummation of the Transactions on October 28, 2020.

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

The Company’s common stock and public warrants (as further described in Note 12, Equity) are listed on the Nasdaq Global Select market under the symbol “ADV” and warrants to purchase the common stock at an exercise price of $11.50 per share are listed on the Nasdaq Global Select market under the symbol “ADVWW”.

Basis of Presentation and Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its controlled subsidiaries and have been prepared in accordance with U.S. GAAP. The financial information set forth herein reflects: (a) the consolidated statements of operations and comprehensive (loss) income, stockholders’ equity, and cash flows for the years ended December 31, 2022, 2021, and 2020 and (b) the consolidated balance sheets as of December 31, 2022 and 2021. The consolidated financial statements for the years ended December 31, 2022, 2021, and 2020 reflect Topco’s basis in the assets and liabilities of the Company, as a result of the 2014 Topco Acquisition. The Company’s share in the earnings or losses for its investments in affiliates is reflected in “Investments in unconsolidated affiliates” and “Cost of revenues” in the Consolidated Balance Sheets and Consolidated Statements of Operations and Comprehensive (Loss) Income, respectively. All intercompany balances and transactions have been eliminated upon consolidation.

Certain prior period balances have been reclassified to conform to the current Consolidated Statements of Cash Flows. These reclassifications had no impact on previously reported Consolidated Balance Sheets, Consolidated Statements of Operations Comprehensive (Loss) Income, and Consolidated Statements of Stockholder’s Equity.

Use of Estimates

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

Foreign Currency

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

Income. These items represented a net gain of $7.3 million, a gain of $1.0 million, and a loss of $2.1 million during the fiscal years ended December 31, 2022, 2021, and 2020, respectively.

Cash and Cash Equivalents

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

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


	December 31,
	2022		2021		2020
(in thousands)
Cash and cash equivalents	$	120,715	$	164,622	$	204,301
Restricted cash		17,817		16,015		15,665
Total cash, cash equivalents and restricted cash	$	138,532	$	180,637	$	219,966

Accounts Receivable and Expected Credit Losses

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

Concentration of Credit Risk

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

Derivatives

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

Property and Equipment

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


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

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

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

Equity Method Investments

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

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

Business Combinations

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

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net identifiable tangible and intangible assets acquired in an acquisition. The Company tests for impairment of goodwill at the reporting unit level. The Company generally combines components that have similar economic characteristics, nature of services, types of client, distribution methods and

regulatory environment. The Company has two reporting units, sales and marketing, which are also the Company’s operating segments.

The Company tests its goodwill for impairment at the beginning of the fourth quarter of a given fiscal year and whenever events or changes in circumstances indicate that the carrying value of a reporting unit may exceed its fair value. The Company has the option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value before performing a quantitative impairment test. To the extent that the qualitative approach indicates that it is more likely than not that the carrying amount is less than its fair value, the Company applies a quantitative approach. When it is determined that a quantitative impairment test should be performed, if the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying value over the fair value is recognized as an impairment loss; however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit.

The Company’s annual goodwill impairment assessment for the year ended December 31, 2022 was performed as of October 1, 2022. The Company utilizes a combination of income and market approaches to estimate the fair value of its reporting units. The income approach utilizes estimates of discounted cash flows of the reporting units, which requires assumptions for the reporting units’ revenue growth rates, EBITDA margins, terminal growth rates, discount rates, and incremental net working capital, all of which require significant management judgment. The market approach applies market multiples derived from the historical earnings data of selected guideline publicly-traded companies to the Company’s reporting units’ businesses, which requires significant management judgment. The guideline companies are first screened by industry group and then further narrowed based on the reporting units’ business descriptions, markets served, competitors, EBITDA margins, and revenue size. Market multiples are then selected from within the range of these guideline companies’ multiples based on the subject reporting unit. The Company compares a weighted average of the output from the income and market approaches to the carrying value of each reporting unit. The Company also compares the aggregate estimated fair value of its reporting units to the estimated fair value of its total market capitalization. The assumptions in the income and market approach are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy (described in “Fair Value Measurements,” below). The Company based its fair value estimates on assumptions it believes to be reasonable but which are unpredictable and inherently uncertain. A change in these underlying assumptions would cause a change in the results of the tests and, as such, could cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future. Additionally, if actual results are not consistent with the estimates and assumptions or if there are significant changes to the Company’s planned strategy, it may cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future.

Based on the results of the Company’s quantitative impairment test in the fourth quarter of 2022, the Company’s sales and marketing reporting units were written down to their respective fair values, resulting in zero excess fair value over their carrying values. The Company recognized $1,275.7 million and $91.8 million impairment charges in the sales and marketing reporting units, respectively, for the year ended December 31, 2022, which has been reflected in “Impairment of goodwill and indefinite-lived assets” in the Company’s Consolidated Statements of Comprehensive (Loss) Income. While there was no single determinative event or factor, the consideration of the weight of evidence of several factors that culminated during the fourth quarter of 2022 led the Company to conclude that it was more likely than not that the fair value of the sales and marketing reporting units were below their carrying values. These factors included: (a) sustained decline in the Company’s share price; (b) challenges in the labor market and continued inflationary pressures; and (c) an increase to the discount rate as a result of the recent increases in interest rates which adversely affected the results of the quantitative impairment tests.

The uncertainty and volatility in the economic environment in which the Company operates could have an impact on the Company's future growth and could result in future impairment charges. There is no assurance that actual future earnings, cash flows or other assumptions for the reporting units will not significantly decline from these projections.

In connection with the Company's annual quantitative impairment test effective as of October 1, 2021 and 2020, the Company concluded that the goodwill was not impaired for the years ended December 31, 2021 and 2020. The fair value of the sales reporting unit exceeded its carrying value by 23.8% for the year ended December 31, 2021 and exceeded its carrying value by 8.3% for the year ended December 31, 2020. The fair value of the marketing reporting unit exceeded its carrying value by 41.6% for the year ended December 31, 2021 and exceeded its carrying value by 37.3% for the year ended December 31, 2020.

Indefinite Lived Intangible Assets

The Company’s indefinite-lived intangible assets are its sales and marketing trade names. Intangible assets with indefinite useful lives are not amortized but tested annually, at the beginning of the fourth quarter, for impairment or more often if evidence exists that triggering events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. The Company has the option to perform a qualitative assessment of whether it is more likely than not that the indefinite-lived intangible asset’s fair value is less than its carrying value before performing a quantitative impairment test. The Company tests its indefinite-lived intangible

assets for impairment using a relief from royalty method by comparing the estimated fair values of the indefinite-lived intangible assets with the carrying values. The estimates used in the determination of fair value are subjective in nature and involve the use of significant assumptions. These estimates and assumptions include revenue growth rates, terminal growth rates, discount rates and royalty rates, all of which require significant management judgment. The assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. The Company based its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from the estimates.

The annual indefinite-lived intangible asset impairment assessment was performed effective as of October 1, 2022. Based on this assessment, the Company concluded the carrying value of the indefinite-lived trade names in the sales and marketing reporting units exceeded their estimated fair values. As a result, the Company recognized non-cash intangible asset impairment charges of $146.0 million and $59.0 million related to the Company’s indefinite-lived sales and marketing trade names, respectively, during the year ended December 31, 2022, which has been reflected in “Impairment of goodwill and indefinite-lived assets” in the Company’s Consolidated Statements of Comprehensive (Loss) Income. While there was no single determinative event or factor, the factors that led to the impairment were the same circumstances outlined in the goodwill impairment discussion above.

In connection with the Company's annual quantitative impairment test effective as of October 1, 2021, and 2020, the Company concluded that the indefinite-lived intangible assets were not impaired for the years ended December 31, 2021, and 2020. The fair value of the indefinite-lived intangible assets related to sales trade names exceeded its carrying value by 65.0% for the year ended December 31, 2021 and exceeded its carrying value by 13.3% for the year ended December 31, 2020. The fair value of the indefinite-lived intangible assets related to marketing trade names exceeded its carrying value by 33.3% for the year ended December 31, 2021, and exceeded its carrying value by 8.4% for the year ended December 31, 2020.

Long-Lived Assets

Long-lived assets to be held and used, including finite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. These events or changes in circumstances may include a significant deterioration of operating results, changes in business plans, or changes in anticipated future cash flows. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured as the amount by which the carrying amount exceeds the fair value of the assets. Fair value is generally determined by estimates of discounted cash flows. The discount rate used in any estimate of discounted cash flows would be the rate required for a similar investment of like risk.

During fiscal year 2022, the Company concluded the impact of challenges in the labor market and continued inflationary pressures were indicators that impairment may exist related to its client relationship intangible assets. As a result, the Company performed a recoverability test and determined that there was no impairment. No impairment related to the Company’s client relationship intangible assets was recorded during the years ended December 31, 2021, and 2020. No impairment related to the Company’s other long-lived assets were recorded during the years ended December 31, 2022, 2021, and 2020.

Contingent Consideration

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

The Company reviews and assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from these initial estimates. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

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

Leases

The Company has obligations under various real estate leases, equipment leases, and software license agreements. The Company assesses whether these arrangements are or contain leases at lease inception. Classification of the leases between financing and operating leases is determined by assessing whether the lease transfers ownership of the asset to the Company, the lease grants an option for the Company to purchase the underlying asset, the lease term is for the majority of the remaining asset’s economic life, or if the minimum lease payments equal or substantially exceed all of the leased asset’s fair market value. As of December 31, 2022, the Company's finance leases were not material. See Note 8, Leases, for further information regarding the Company’s operating leases.

Self-Insurance Liability

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

Revenue Recognition

The Company recognizes revenue when control of promised goods or services are transferred to the client in an amount that reflects the consideration that the Company expects to be entitled to in exchange for such goods or services. Substantially all of the Company’s contracts with clients involve the transfer of a service to the client, which represents a performance obligation that is satisfied over time because the client simultaneously receives and consumes the benefits of the services provided. In most cases, the contracts consist of a performance obligation that is comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). For these contracts, the Company allocates the ratable portion of the consideration based on the services provided in each period of service to such period.

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

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

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


	Year Ended December 31,
	2022		2021		2020
(in thousands)
Sales brand-centric services	$	1,364,673	$	1,292,639	$	1,204,240
Sales retail-centric services		1,142,344		1,031,245		856,353
Total sales revenues		2,507,017		2,323,884		2,060,593
Marketing brand-centric services		559,218		554,447		429,200
Marketing retail-centric services		983,507		723,967		665,878
Total marketing revenues		1,542,725		1,278,414		1,095,078
Total revenues	$	4,049,742	$	3,602,298	$	3,155,671

The Company is party to certain client contracts that include variable consideration, whereby the ultimate consideration is contingent on future events such as the client’s sales to retailers, hours worked, event count, costs incurred, and performance incentive bonuses. For commission based service contracts, the consideration received from the client is variable because the Company earns an agreed upon percentage of the client’s sales to retailers, which is agreed upon on a manufacturer-by-manufacturer basis. Revenues are recognized for the commission earned during the applicable reporting period. The Company generally earns commission revenues from headquarter relationship management, analytics, insights and intelligence, e-commerce, administration, private label

development and retail services arrangements. As part of these arrangements, the Company provides a variety of services to consumer goods manufacturers in order to improve the manufacturer’s sales at retailers. This includes primarily outsourced sales, business development, category and space management, relationship management, and sales strategy services. In exchange for these services, the Company earns an agreed upon percentage of its client’s sales to retailers, which is agreed upon on a manufacturer-by-manufacturer basis.

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

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

The variability of the consideration for the services transferred during a reporting period is typically resolved by the end of the reporting period. However, for certain client contracts, the Company is required to estimate the variable consideration for the services that have been transferred to the client during the reporting period. The Company typically estimates the variable consideration based on the expected value method. Estimates are based on historical experience and current facts known during the reporting period. The Company only recognizes revenues related to variable consideration if it is probable that a significant reversal of revenues recognized will not occur when the uncertainty associated with the variable consideration is resolved. When such probable threshold is not satisfied, the Company will constrain some or all of the variable consideration and the constrained variable consideration will not be recognized as revenues. The Company records an adjustment to revenue for differences between estimated revenues and the amounts ultimately invoiced to the client. Adjustments to revenue during the current period related to services transferred during prior periods were not material during the years ended December 31, 2022, 2021, and 2020.

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

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

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

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

Contract liabilities represent deferred revenues which are cash payments that are received in advance of the Company’s satisfaction of the applicable obligation(s) and are included in “Deferred revenues” in the Consolidated Balance Sheets. Deferred revenues are recognized as revenues when the related services are performed for the client. Revenues recognized during the years ended December 31, 2022, 2021, and 2020, included $34.3 million, $37.2 million, and $33.2 million of deferred revenues from the respective prior years.

Income Taxes

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

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

Uncertain Tax Positions

The Company accounts for uncertain tax positions when it is more likely than not that the tax position will not be sustained on examination by the taxing authorities, based on the technical merits of the position. As of December 31, 2022, and 2021, the Company’s unrecognized tax benefits were $0.6 million and $0.6 million, respectively. The Company has not recorded any material uncertain tax positions for the year ended December 31, 2022. All the unrecognized tax benefits as of December 31, 2022 would be included in the effective tax rate if recognized in future periods.

The Company is unaware of any positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase within the next twelve months. The Company files tax returns in the United States, various states and foreign jurisdictions. With few exceptions, as of December 31, 2022, the Company is no longer subject to federal, state, or non-U.S. income tax examinations by tax authorities for years prior to 2018. The Company does not have any material ongoing income tax audits as of December 31, 2022.

The Company has elected to classify interest and penalties as components of tax expense. These amounts were immaterial for the years ended December 31, 2022, 2021 and 2020.

Equity-based Compensation

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

Warrant Liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s Common Stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and on the date of issuance and remeasured to fair value at each balance sheet date thereafter.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized in “Changes in fair value of warrant liability” in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

Based on the availability of sufficient observable information, the Company determines the fair value of the liability classified private placement warrants by approximating the value with the price of the public warrants at the respective period end, which is inherently less subjective and judgmental given it is based on observable inputs.

Other Comprehensive (Loss) Income

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

Fair Value Measurements

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



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

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

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

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

Variable Interest Entities and Investments

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

Impact of the War in Ukraine

The Company has a minority interest in a European company that has majority-ownership interests in local agencies in Russia. During the first quarter of 2022, the war in Ukraine resulted in the imposition of sanctions by the United States, the United Kingdom, and the European Union, that affected, and continues to affect, the cross-border operations of businesses operating in Russia. In addition, Russian regulators have imposed currency restrictions and regulations that created uncertainty regarding the Company's ability to recover its investment in operations in Russia, as well as the Company's ability to exercise control or influence over operations by the local agencies in Russia. As a result, the Company intends to use its influence to cause the European company to

dispose of its ownership interests in the local agencies in Russia. Accordingly, the Company recorded pretax charges of $2.8 million in the first quarter of 2022, primarily consisting of its proportionate share of the net investment in its Russian interest in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

Recent Accounting Pronouncements

Recent Accounting Standards Adopted by the Company

On October 1, 2022, the Company early adopted Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 606): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 as if it had originated the contracts. Generally, this should result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements, if the acquiree prepared financial statements in accordance with U.S. GAAP. The guidance will be applied prospectively to business combinations occurring on or after the effective date of the amendment and did not have a material impact on the Company's consolidated financial statements.

On April 1, 2022, the Company adopted ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This guidance provides optional expedients and exceptions for U.S. GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate if certain criteria are met. The amendments in this update are effective for reporting periods that include or are subsequent to March 12, 2020 and must be applied prospectively to contract modifications and hedging relationships through December 31, 2022. The Company adopted the standard prospectively and determined that the adoption of this accounting guidance did not have a material impact on its consolidated financial statements.

On January 1, 2022, the Company adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP, simplifies the contract settlement assessment for equity classification, requires the use of the if-converted method for all convertible instruments in the diluted earnings per share calculation and expands disclosure requirements. The adoption of this accounting standard, under the full retrospective method, did not have a material impact on the Company's consolidated financial statements and use of the if-converted method did not have an impact on the Company's overall earnings per share calculation.

On January 1, 2022, the Company adopted ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The guidance clarifies certain aspects of the current guidance to promote consistency among reporting of an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity-classified after modification or exchange. The guidance is applied prospectively to all modifications or exchanges that occur on or after the date of adoption and the adoption of this accounting standard did not have a material impact on the Company’s consolidated financial statements.

On January 1, 2022, the Company adopted ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This update requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The guidance is applied prospectively to all transactions within the scope of the amendments that are reflected in financial statements at the date of initial application and new transactions that are entered into after the date of initial application. The adoption of this accounting standard did not have a material impact on the Company’s consolidated financial statements.

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

Stock-Based Compensation and Other Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2022

Share Based Compensation Activity

The following table summarizes the activity in the Common Series C Units:


	Year Ended December 31,
	2022
Beginning of the period		166,790
Forfeitures		(33,900	)
End of the period		132,890

The following table summarizes the activity in the Common Series C-2 Units:


	Year Ended December 31,
	2022
Beginning of the period		29,875
Forfeitures		(4,780	)
End of the period		25,095

Summary of Performance Stock Units

Recognition of expense associated with performance-based stock is not permitted until achievement of the performance targets are probable of occurring.


(in thousands, except share and per share data) Performance Period	Number of Shares Threshold		Number of Shares Target		Number of Shares Maximum		Weighted Average Fair Value per Share		Maximum Remaining Unrecognized Compensation Expense		Weighted-average remaining requisite service periods
January 1, 2022—December 31, 2022		2,534,250		5,068,499		7,584,760	$	5.47	$	78,316		1.4 years
January 1, 2021—December 31, 2021		1,108,390		1,108,390		1,304,565	$	13.19	$	3,234		1.0 years

Common Series C Units [Member]

Schedule Of Assumption Used To Determine Fair Value

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


	Year Ended December 31,
	2020
Grant date fair value	$	201.25
Dividend yield		0.0	%
Expected volatility		75.3	%
Risk-free interest rate		0.2	%
Lack of marketability discount		30.5	%
Expected term		1.0 years

Common Series C2 Units [Member]

Schedule Of Assumption Used To Determine Fair Value

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


	Year Ended December 31,
	2020
Grant date fair value	$	223.00
Dividend yield		0.0	%
Yield test probability		23.3	%
Cost of equity capital		11.8	%
Expected term		1.0 years

Common Series D Units [Member]

Schedule Of Assumption Used To Determine Fair Value

The following assumptions were used in determining the fair value of Common Series D Units:


	Year Ended December 31,
	2022
Grant date fair value	$	300.00
Dividend yield		0.0	%
Expected volatility		53.0	%
Risk-free interest rate		4.3	%
Lack of marketability discount		32.0	%
Expected term		1.9 years

Employee Stock Option Member

Summary of Stock Option Plan Activity

During the year ended December 31, 2022, the following activities involving stock options occurred under the Plan:


	Stock Options			Weighted Average Exercise Price
Outstanding at January 1, 2022		261,324		$	9.20
Granted		2,115,664		$	3.92
Forfeited		(261,324	)	$	9.20
Outstanding at December 31, 2022		2,115,664		$	3.92

Schedule Of Assumption Used To Determine Fair Value

The fair value of the employee stock options was estimated using the following assumptions for the periods presented:


	December 31,
	2022			2021
Share Price	$	3.92		$	9.20
Dividend yield		0.0	%		0.0	%
Expected volatility		34.4	%		28.7	%
Risk-free interest rate		2.9	%		1.1	%
Expected term		6.5 years			6.5 years

PSU[Member]

Summary of Stock Option Plan Activity

The following table summarizes the PSU activity for the year ended December 31, 2022:


	Performance Share Units			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2022		2,609,079		$	13.07
Granted		5,727,905		$	5.46
Distributed		(665,306	)	$	13.06
Forfeited		(921,042	)	$	7.35
PSU performance adjustment		(377,572	)	$	11.19
Outstanding at December 31, 2022		6,373,064		$	7.05

Restricted Stock Units (RSUs) [Member]

Summary of Stock Option Plan Activity

During the year ended December 31, 2022, the following activities involving RSUs occurred under the Plan:


	Number of RSUs			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2022		3,660,553		$	10.64
Granted		8,497,756		$	4.84
Distributed		(1,356,365	)	$	10.56
Forfeited		(1,225,184	)	$	7.46
Outstanding at December 31, 2022		9,576,760		$	5.91

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accounts receivable, net of allowances	$ 22,752	$ 13,648
Preferred stock, par value	$ 0
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	3,290,000,000	3,290,000,000
Common stock, shares issued	319,690,300	316,963,552
Common stock, shares outstanding	319,690,300	316,963,552
Treasury Stock, Common, Shares	1,610,014	1,610,014

Schedule I - Condensed Parent Only Financial Information - Condensed Balance Sheets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Assets
Investments in unconsolidated affiliates	$ 129,491	$ 125,158
Total assets	4,262,371	5,854,268
LIABILITIES AND STOCKHOLDERS' EQUITY
Total liabilities	3,032,901	3,271,974
Equity attributable to stockholders of Advantage Solutions Inc.
Common stock value	32	32
Additional paid-incapital	3,408,836	3,373,278
Accumulated deficit	(2,247,109)	(866,607)
Loans to Karman Topco L.P.	6,363	6,340
Accumulated other comprehensive loss	(18,849)	(4,479)
Treasury stock, at cost; 1,610,014 shares as of December 31, 2022	(12,567)	(12,567)
Total equity attributable to stockholders of Advantage Solutions Inc.	1,123,980	2,483,317
Equity attributable to noncontrolling interest	101,744	97,084
Total stockholders' equity	1,225,724	2,580,401	$ 2,518,789	$ 1,669,806
Total liabilities, redeemable noncontrolling interest, and stockholders' equity	4,262,371	5,854,268
Parent Company
Assets
Investments in unconsolidated affiliates	1,124,933	2,505,506
Total assets	1,124,933	2,505,506
LIABILITIES AND STOCKHOLDERS' EQUITY
Warrant liability	953	22,189
Total liabilities	953	22,189
Equity attributable to stockholders of Advantage Solutions Inc.
Common stock value	32	32
Additional paid-incapital	3,408,836	3,373,278
Accumulated deficit	(2,247,109)	(866,607)
Loans to Karman Topco L.P.	(6,363)	(6,340)
Accumulated other comprehensive loss	(18,849)	(4,479)
Treasury stock, at cost; 1,610,014 shares as of December 31, 2022	(12,567)	(12,567)
Total equity attributable to stockholders of Advantage Solutions Inc.	1,123,980	2,483,317
Equity attributable to noncontrolling interest	0	0
Total stockholders' equity	1,123,980	2,483,317
Total liabilities, redeemable noncontrolling interest, and stockholders' equity	$ 1,124,933	$ 2,505,506

Segments and Geographic Information

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Segments and Geographic Information

16. Segments and Geographic Information

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


(in thousands)	Sales			Marketing			Total
Year Ended December 31, 2022
Revenues	$	2,507,017		$	1,542,725		$	4,049,742
Depreciation and amortization	$	161,385		$	71,690		$	233,075
Operating loss	$	(1,323,192	)	$	(116,214	)	$	(1,439,406	)
Year Ended December 31, 2021
Revenues	$	2,323,884		$	1,278,414		$	3,602,298
Depreciation and amortization	$	170,076		$	69,965		$	240,041
Operating income	$	182,529		$	47,519		$	230,048
Year Ended December 31, 2020
Revenues	$	2,060,593		$	1,095,078		$	3,155,671
Depreciation and amortization	$	171,569		$	67,029		$	238,598
Operating income	$	63,305		$	3,701		$	67,006

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


	Year Ended December 31,
(in thousands)	2022		2021		2020
Revenues
North America	$	3,562,168	$	3,153,768	$	2,792,238
International		487,574		448,530		363,433
Total revenues	$	4,049,742	$	3,602,298	$	3,155,671


	December 31,
(in thousands)	2022		2021
Long-Lived Assets
North America	$	60,071	$	53,284
International		10,827		10,412
Total long-lived assets	$	70,898	$	63,696

North American revenues were primarily services provided in the U.S. representing revenues of $3.6 billion, $3.0 billion, and $2.7 billion during the years ended December 31, 2022, 2021, and 2020, respectively. The classification “International” primarily includes the Company’s operation in the U.K., Germany, the Netherlands and Japan.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Organization and Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	12 Months Ended
	Oct. 28, 2020	Jan. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Other comprehensive income foreign currency translation gain loss after tax			$ (18,896)	$ (8,222)	$ 13,038
Impairment of indefinitely lived intangible assets				0	0
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration]			Impairment of Intangible Assets Indefinitelived Including Goodwill
Impairment of long lived assets held for use			$ 0	0	0
Contract with customers liability revenue recognised			34,300	37,200	33,200
Unrecognised income tax position			600	$ 600
Pretax charges			$ 2,800
Common stock, par value			$ 0.0001	$ 0.0001
Common stock, shares issued			319,690,300	316,963,552
Proceeds from Issuance of Common Stock			$ 3,320	$ 794	0
Stock-based compensation expense			39,825	39,412	$ 0
Deferred tax liabilities			295,662	$ 482,363
Sales Trade Name [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Impairment of indefinitely lived intangible assets			146,000
Indefinite lived intangible assets (excluding goodwill) fair value disclosure percentage				65.00%	13.30%
Marketing Trade Name [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Impairment of indefinitely lived intangible assets			$ 59,000
Indefinite lived intangible assets (excluding goodwill) fair value disclosure percentage					8.40%
General and Administrative Expense [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Transaction bonuses					$ 39,800
Stock-based compensation expense					76,000
Warrant [Member] \| ADV \| ADVWW
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Price Per Share (In Dollars Per Share)			$ 11.50	$ 11.50
Private Placement [Member] \| Warrant [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period, Shares, New Issues				7,333,333
Adjustments to Additional Paid in Capital, Warrant Issued	$ 7,900
Conyers Park Trust [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payments for merger related costs					24,000
Transaction expenses incurred					37,300
Amount received on merger					93,900
Deferred tax liabilities					$ 3,900
Class A Common Stock
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par value			0.0001
Class A Common Stock \| Advantage Sponsors or Affiliates [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Price Per Share (In Dollars Per Share)					$ 10.00
Stock Issued During Period, Shares, New Issues					34,410,000
Class A Common Stock \| PIPE Investor [Member] \| Investor Subscription Agreements [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, shares issued					85,540,000
Proceeds from Issuance of Common Stock					$ 855,400
Class A Common Stock \| Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Price Per Share (In Dollars Per Share)			$ 11.50
Class A Common Stock \| Private Placement [Member] \| PIPE Investor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period, Shares, New Issues					51,130,000
Class A Common Stock \| Topco [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, shares issued			319,690,300	316,963,552
Class A Common Stock \| Conyers Park Trust [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Redemption of shares					32,114,818
Redemption price					$ 10.06
Proceeds from redemption of shares					$ 323,100
Shares outstanding					12,885,182
Class A Common Stock \| PIPE Investor, Conyers Park Trust, and Advantage Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares outstanding					109,675,182
Class A Common Stock \| Reverse Recapitalization [Member] \| Topco [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of aggregate shares issued (in Shares)					203,750,000
Common stock, par value					$ 0.0001
Class B Common Stock \| Conyers Park Trust [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Redemption of shares					11,250,000
Redemption price					$ 0.0001
UNITED STATES [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Other comprehensive income foreign currency translation gain loss after tax			$ 7,300	$ 1,000	$ (2,100)
Performance Shares [Member] \| Class A Common Stock
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Performance Shares		5,000,000
Performance Shares [Member] \| Class A Common Stock \| Topco [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Performance Shares					5,000,000
Number of trading days			20 days
Number of consecutive trading days					30 days
Stock Issued During Period, Shares, New Issues				5,000,000
Sales Reporting Unit [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Carrying value in excess of the fair value in percentage terms goodwill				23.80%	8.30%
Impairment of indefinitely lived intangible assets			$ 1,275,700
Marketing Reporting Unit [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Carrying value in excess of the fair value in percentage terms goodwill				41.60%	37.30%
Impairment of indefinitely lived intangible assets			$ 91,800
Indefinite lived intangible assets (excluding goodwill) fair value disclosure percentage				33.30%

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

3. Goodwill and Intangible Assets

Changes in goodwill for the years ended December 31, 2022 and 2021, are as follows:


	Sales			Marketing			Total
(in thousands)
Gross carrying amount as of January 1, 2021	$	2,114,378		$	700,961		$	2,815,339
Accumulated impairment charge		(652,000	)		—			(652,000	)
Balance at January 1, 2021		1,462,378			700,961			2,163,339
Acquisitions		32,087			13,315			45,402
Measurement period adjustments		179			(1,043	)		(864	)
Foreign exchange translation effects		(1,873	)		—			(1,873	)
Balance at December 31, 2021		1,492,771			713,233			2,206,004
Acquisitions		5,732			52,855			58,587
Measurement period adjustments		(392	)		—			(392	)
Impairment charge		(1,275,719	)		(91,804	)		(1,367,523	)
Foreign exchange translation effects		(8,727	)		—			(8,727	)
Balance at December 31, 2022	$	213,665		$	674,284		$	887,949

During the fiscal year ended December 31, 2022, the Company recognized non-cash goodwill impairment charges of $1,275.7 million and $91.8 million related to the Company’s sales and marketing reporting units, respectively, as a result of the Company’s annual evaluation of goodwill impairment test (as further described in Note 1 above). Accumulated impairment losses to goodwill were $2,019.5 million and $652.0 million as of December 31, 2022 and 2021, respectively.

The following tables set forth information for intangible assets:


		December 31, 2022
(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	$	2,488,802	$	1,338,381	$	—	$	1,150,421
Trade names	10 years		97,009		47,986		—		49,023
Developed technology	6 years		7,500		4,441		—		3,059
Total finite-lived intangible assets(1)			2,593,311		1,390,808		—		1,202,503
Indefinite-lived intangible assets:
Trade names			1,480,000		—		785,000		695,000
Total other intangible assets		$	4,073,311	$	1,390,808	$	785,000	$	1,897,503


		December 31, 2021
(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	$	2,480,167	$	1,158,732	$	—	$	1,321,435
Trade names	8 years		138,206		78,355		—		59,851
Developed technology	5 years		13,260		8,206		—		5,054
Covenant not to compete	5 years		6,100		4,926		—		1,174
Total finite-lived intangible assets(1)			2,637,733		1,250,219		—		1,387,514
Indefinite-lived intangible assets:
Trade names			1,480,000		—		580,000		900,000
Total other intangible assets		$	4,117,733	$	1,250,219	$	580,000	$	2,287,514



(1) Intangible assets, along with the related accumulated amortization, are removed from the table above at the end of the fiscal year they become fully amortized.

As of December 31, 2022, estimated future amortization expenses of the Company’s existing intangible assets are as follows:


(in thousands)

2023	$	197,995
2024		196,626
2025		190,571
2026		186,582
2027		182,030
Thereafter		248,699
Total amortization expense	$	1,202,503

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

In connection with the acquisitions during the years ended December 31, 2022 and 2021, the Company recorded intangible assets of $25.6 million and $35.6 million, respectively. Amortization expenses included in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the years ended December 31, 2022, 2021 and 2020 were $200.8 million, $198.9 million, and $191.2 million, respectively.

During the year ended December 31, 2022, the Company recognized non-cash intangible asset impairment charges of $146.0 million and $59.0 million related to the Company's indefinite-lived sales and marketing trade names, respectively, in connection with the Company’s annual intangible asset impairment test on October 1, 2022 (as further described in Note 1 above). No impairment related to the Company’s intangible assets was recorded for the years ended December 31, 2021, and 2020.

During fiscal year 2022, the Company concluded the impact of challenges in the labor market and continued inflationary pressures was an indicator that impairment may exist related to its client relationship intangible assets and as a result, the Company performed a recoverability test and determined that there was no impairment. No impairment related to the Company’s client relationship intangible assets was recorded during the years ended December 31, 2021, and 2020.

Goodwill and Intangible Assets - Schedule of changes in goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Line Items]
Gross carrying amount			$ 2,815,339
Accumulated impairment charge	$ (2,019,500)	$ (652,000)
Opening balance	2,206,004	2,163,339
Acquisitions	58,587	45,402
Measurement period adjustments	(392)	(864)
Impairment Charges	(1,367,523)
Foreign exchange translation effects	(8,727)	(1,873)
Closing balance	887,949	2,206,004
Sales [Member]
Goodwill [Line Items]
Gross carrying amount			2,114,378
Accumulated impairment charge		(652,000)
Opening balance	1,492,771	1,462,378
Acquisitions	5,732	32,087
Measurement period adjustments	(392)	179
Impairment Charges	(1,275,719)
Foreign exchange translation effects	(8,727)	(1,873)
Closing balance	213,665	1,492,771
Marketing [Member]
Goodwill [Line Items]
Gross carrying amount			$ 700,961
Accumulated impairment charge		0
Opening balance	713,233	700,961
Acquisitions	52,855	13,315
Measurement period adjustments	0	(1,043)
Impairment Charges	(91,804)
Foreign exchange translation effects	0	0
Closing balance	$ 674,284	$ 713,233

Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Dec. 31, 2022	Feb. 28, 2023	Jun. 30, 2022
Document Information [Line Items]
Entity Registrant Name	Advantage Solutions Inc.
Entity Central Index Key	0001776661
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-K
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Document Annual Report	true
Document Transition Report	false
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity File Number	001-38990
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	DE
Entity Public Float			$ 1,210.2
Entity Well Known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Common Stock, Shares Outstanding		322,145,780
Entity Tax Identification Number	83-4629508
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	ADV
Security Exchange Name	NASDAQ
Entity Address, Address Line One	15310 Barranca Parkway
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	949
Local Phone Number	797-2900
ICFR Auditor Attestation Flag	true
Auditor Firm ID	238
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Irvine, California
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2022, are incorporated by reference in Part III of this report to the extent stated.
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	ADVWW
Security Exchange Name	NASDAQ

Property and Equipment - Schedule of property and equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 216,398	$ 201,233
Less: accumulated depreciation	(145,500)	(137,537)
Total property and equipment, net	70,898	63,696
Software
Property, Plant and Equipment [Line Items]
Total property and equipment	129,329	115,093
Computer hardware
Property, Plant and Equipment [Line Items]
Total property and equipment	55,736	58,762
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	20,860	17,286
Furniture, fixtures, and other
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 10,473	$ 10,092

Schedule I - Condensed Parent Only Financial Information - Condensed Balance Sheets (Parenthetical) (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Common stock, shares authorized	3,290,000,000	3,290,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	319,690,300	316,963,552
Common stock, shares outstanding	319,690,300	316,963,552
Treasury Stock, Common, Shares	1,610,014	1,610,014
Parent Company
Common stock, shares authorized	3,290,000,000	3,290,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	319,690,300	316,963,552
Common stock, shares outstanding	319,690,300	316,963,552
Treasury Stock, Common, Shares	1,610,014

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock [Member]	Treasury Stock	Additional Paid-in Capital	Accumulated Deficit	Loans to Parent	Accumulated Other Comprehensive Income (Loss)	Advantage Solutions Inc. Stockholders' Equity	Nonredeemable noncontrolling Interests
Balance at Dec. 31, 2019	$ 1,669,806	$ 20		$ 2,337,471	$ (745,295)	$ (6,244)	$ (8,153)	$ 1,577,799	$ 92,007
Balance, Shares at Dec. 31, 2019		203,750,000
Net income (loss)	(175,070)				(175,806)			(175,806)	736
Foreign currency translation adjustments	13,038						8,827	8,827	4,211
Total comprehensive (loss) income	(162,032)							(166,979)	4,947
Recapitalization transaction, net of fees and deferred taxes	921,313	$ 11		921,302				921,313
Recapitalization transaction, net of fees and deferred taxes		109,675,182
Issuance of performance shares		$ 1		(1)
Issuance of performance shares, shares		5,000,000
Loans to Karman Topco L.P.	(72)					(72)		(72)
Equity-based compensation	89,774			89,774				89,774
Balance at Dec. 31, 2020	2,518,789	$ 32		3,348,546	(921,101)	(6,316)	674	2,421,835	96,954
Balance, Shares at Dec. 31, 2020		318,425,182
Net income (loss)	57,458				54,494			54,494	2,964
Foreign currency translation adjustments	(8,222)						(5,153)	(5,153)	(3,069)
Total comprehensive (loss) income	49,236							49,341	(105)
Redemption of noncontrolling interest	(209)			(444)				(444)	235
Loans to Karman Topco L.P.	(24)					(24)		(24)
Equity-based compensation	(15,030)			(15,030)				(15,030)
Vesting of stock-based compensation awards, Shares		24,784
Purchase of treasury stock	(12,567)		$ 12,567					(12,567)
Purchase of treasury stock, shares		(1,610,014)	1,610,014
Shares issued upon vesting of restricted stock units, Shares		41,424
Shares issued under Employee Stock Purchase Plan	736			736				736
Shares issued under Employee Stock Purchase Plan, Shares		77,172
Shares issued upon exercise of warrants	58			58				58
Shares issued upon exercise of warrants, Shares		5,004
Stock-based compensation expense	39,412			39,412				39,412
Balance at Dec. 31, 2021	2,580,401	$ 32	$ (12,567)	3,373,278	(866,607)	(6,340)	(4,479)	2,483,317	97,084
Balance, Shares at Dec. 31, 2021		316,963,552	1,610,014
Net income (loss)	(1,377,507)				(1,380,502)			(1,380,502)	2,995
Foreign currency translation adjustments	(18,896)						(14,370)	(14,370)	(4,526)
Total comprehensive (loss) income	(1,396,403)							(1,394,872)	(1,531)
Increase in noncontrolling interest	6,191								6,191
Loans to Karman Topco L.P.	(23)					(23)		(23)
Equity-based compensation	$ (6,934)			(6,934)				(6,934)
Purchase of treasury stock, shares	0
Shares issued under Employee Stock Purchase Plan	$ 3,320			3,320				3,320
Shares issued under Employee Stock Purchase Plan, Shares		713,213
Shares issued under 2020 Incentive Award Plan, Shares		2,013,535
Stock-based compensation expense	39,172			39,172				39,172
Balance at Dec. 31, 2022	$ 1,225,724	$ 32	$ (12,567)	$ 3,408,836	$ (2,247,109)	$ (6,363)	$ (18,849)	$ 1,123,980	$ 101,744
Balance, Shares at Dec. 31, 2022		319,690,300	1,610,014

Organization and Significant Accounting Policies - Property Plant And Equipment Useful Lives (Parenthetical) (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Period over which internal use developed software costs are amortised	5 years	5 years	5 years

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

18. Commitments and Contingencies

Litigation

The Company is involved in various legal matters that arise in the ordinary course of its business. Some of these legal matters purport or may be determined to be class and/or representative actions, or seek substantial damages, or penalties. The Company has accrued amounts in connection with certain legal matters, including with respect to certain of the matters described below. There can be no assurance, however, that these accruals will be sufficient to cover such matters or other legal matters or that such matters or other legal matters will not materially or adversely affect the Company’s financial position, liquidity, or results of operations.

Employment Matters

The Company has also been involved in various litigation, including purported class or representative actions with respect to matters arising under the California Labor Code and Private Attorneys General Act. The Company has retained outside counsel to represent it in these matters and is vigorously defending its interests.

Commercial Matters

The Company has also been involved in various litigation matters and arbitrations with respect to commercial matters arising with clients, vendors and third-party sellers of businesses. The Company has retained outside counsel to represent it in these matters and is vigorously defending its interests.

Legal Matters Related to Take 5

USAO and FBI Voluntary Disclosure and Investigation Related to Take 5

The Company voluntarily disclosed to the United States Attorney’s Office and the Federal Bureau of Investigation certain misconduct occurring at Take 5, a line of business that the Company closed in July 2019. The Company intends to cooperate in this and any other governmental investigations that may arise in connection with the Take 5 Matter. At this time, the Company cannot predict the ultimate outcome of any investigation related to the Take 5 Matter and is unable to estimate the potential impact such an investigation may have on the Company.

Arbitration Proceedings Related to Take 5

In August 2019, as a result of the Take 5 Matter, the Company provided a written indemnification claim notice to the sellers of Take 5 (the “Take 5 Sellers”) seeking monetary damages (including interest, fees and costs) based on allegations of breach of the asset purchase agreement (the “Take 5 APA”), as well as fraud. In September 2019, the Take 5 Sellers initiated arbitration proceedings against the Company, alleging breach of the Take 5 APA as a result of the Company’s decision to terminate the operations of the Take 5 business, and seeking monetary damages equal to all unpaid earn-out payments under the Take 5 APA (plus interest, fees and costs). In 2020, the Take 5 sellers amended their statement of claim to allege defamation, relating to statements the Company made to customers in connection with terminating the operations of the Take 5 business, and seeking monetary damages for the alleged injury to their reputation. The Company filed its response to the Take 5 Sellers’ claims, and asserted indemnification, fraud and other claims against the Take 5 Sellers as counterclaims and cross-claims in the arbitration proceedings. In October 2022, the arbitrator made a final award in favor of the Company. The Company is actively pursuing the collection of this award in state court in Florida. The Take 5 Sellers have attempted to have the award vacated in the district court in Washington, D.C., and in the state court in Florida. The Company has asked the Washington, D.C. court to dismiss the petition or, in the alternative, abstain until the Florida case is resolved. The Company is currently unable to estimate if or when it will be able to collect any amounts associated with this arbitration.

Other Legal Matters Related to Take 5

The Take 5 Matter may result in additional litigation against the Company, including lawsuits from clients, or governmental investigations, which may expose the Company to potential liability in excess of the amounts being offered by the Company as refunds to Take 5 clients. The Company is currently unable to determine the amount of any potential liability, costs or expenses (above the amounts already being offered as refunds) that may result from any lawsuits or investigations associated with the Take 5 Matter or determine whether any such issues will have any future material adverse effect on the Company’s financial position, liquidity, or results of operations. Although the Company has insurance covering certain liabilities, the Company cannot assure that the insurance will be sufficient to cover any potential liability or expenses associated with the Take 5 Matter.

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

Surety Bonds

In the ordinary course of business, the Company is required to provide financial commitments in the form of surety bonds to third parties as a guarantee of its performance on and its compliance with certain obligations. If the Company were to fail to perform or comply with these obligations, any draws upon surety bonds issued on its behalf would then trigger the Company’s payment obligation to the surety bond issuer. The Company has outstanding surety bonds issued for its benefit of $16.0 million and $10.0 million as of December 31, 2022, and 2021, respectively.

Prepaid and Other Assets - Schedule of other Noncurrent assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Operating lease right-of-use assets	$ 61,744	$ 47,478
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Total other assets	Total other assets
Total other assets	$ 119,522	$ 67,582
Other Noncurrent Assets [Member]
Interest rate caps	47,493	10,164
Deposits	4,596	4,858
Workers' compensation receivable	3,525	4,008
Other long-term assets	2,164	1,065
Total other assets	$ 119,522	$ 67,582

Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Oct. 28, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Interest expense		$ 104,459	$ 137,927	$ 234,044
Fair Value Adjustment of Warrants		$ (21,236)	$ 955	13,363
Private Placement Warrants [Member]
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Warrant Liability	$ 7,900
Stock issued during period, shares, issued for services		7,333,333	7,333,333
Stock issued during period, value, issued for services		$ 1,000		22,200
Fair Value Adjustment of Warrants		21,200	$ (1,000)
Interest Rate Cap [Member]
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Derivative, notional amount		650,000	2,200,000
Interest rate derivative assets at fair value		47,500	10,200
Aggregate fair value of outstanding interest rate caps			400
Interest expense				$ 400
Interest income		43,800	8,300
Prepaid Expenses and Other Current Assets [Member] \| Interest Rate Cap [Member]
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Fair value of outstanding interest rate caps		$ 47,500	10,200
Other Accrued Expenses [Member] \| Interest Rate Cap [Member]
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Fair value of outstanding interest rate caps			$ 400

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended
	May 31, 2020	Dec. 31, 2022	Dec. 31, 2021
Commitments And Contingencies [Line Items]
Surety bonds outstanding		$ 2,079,187
Take Five [Member]
Commitments And Contingencies [Line Items]
Proceeds from representation warranty and indemnity policy	$ 7,700
Surety Bond [Member]
Commitments And Contingencies [Line Items]
Surety bonds outstanding		$ 16,000	$ 10,000

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Other Liabilities - Schedule of Other Long Term Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Other Liabilities [Abstract]
Operating lease liability	$ 56,371	$ 40,444
Workers' compensation	32,377	31,401
Contingent consideration	18,660	16,844
Other long-term liabilities	3,146	3,529
Total other long-term liabilities	$ 110,554	$ 92,218

Income Tax - Additional Information (Details) - USD ($)	12 Months Ended
Income Tax - Additional Information (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Line Items]
Cash and cash equivalents	$ 120,715,000	$ 164,622,000	$ 204,301,000
Deferred tax liabilities	$ 295,662,000	482,363,000
Net operating loss carryforwards, description	The United States Federal NOLs expire in 2037, $16.0 million of the state NOLs expire between 2023 and 2041 and the remaining $6.6 million of the state NOLs carry forward indefinitely. Foreign NOLs of $7.7 million expire between 2024 and 2032 and the remaining $11.9 million of the foreign NOLs carry forward indefinitely.
Undistributed foreign earnings	$ 125,100,000
Valuation allowance	$ 5,360,000	6,853,000	$ 6,700,000
Stock buybacks during period	0
Coronavirus Aid Relief and Economic Security Act [Member]
Income Tax Disclosure [Line Items]
Unrecognised Tax Benefits that would Impact of Effective tax Rate	$ 0	6,400,000
Foreign [Member]
Income Tax Disclosure [Line Items]
Net operating loss carry forwards	19,600,000
State and Local Jurisdiction [Member]
Income Tax Disclosure [Line Items]
Net operating loss carry forwards	22,600,000
U.S. [Member]
Income Tax Disclosure [Line Items]
Net operating loss carry forwards	4,900,000
Foreign Subsidiaries [Member]
Income Tax Disclosure [Line Items]
Cash and cash equivalents	81,800,000	86,200,000
Undistributed earnings	196,400,000	$ 164,100,000
Deferred tax liabilities	$ 2,800,000

Stock-Based Compensation and Other Benefit Plans - Summary of Stock Option Under the plan (Details) - Employee Stock Option Member	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning balance \| shares	261,324
Number of shares, Granted \| shares	2,115,664
Forfeitures \| shares	(261,324)
Ending balance \| shares	2,115,664
Weighted Average Grant Date Fair Value, Beginning balance \| $ / shares	$ 9.20
Weighted Average Grant Date Fair Value, Granted \| $ / shares	3.92
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	9.20
Weighted Average Grant Date Fair Value, Ending balance \| $ / shares	$ 3.92

Debt - Summary of Long term Debt, Net of Current Portion (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Line Items]
Debt carrying amount	$ 2,079,187	$ 2,093,075
Less: current portion	13,991	14,397
Less: debt issuance costs	42,377	49,796
Long-term debt, net of current portion	2,022,819	2,028,882
Term Loan Facility [Member]
Debt Disclosure [Line Items]
Debt carrying amount	1,298,500	1,311,750
Notes [Member]
Debt Disclosure [Line Items]
Debt carrying amount	775,000	775,000
Government Loans for COVID-19 Relief
Debt Disclosure [Line Items]
Debt carrying amount	4,480	5,212
Other [Member]
Debt Disclosure [Line Items]
Debt carrying amount	$ 1,207	$ 1,113

Other Liabilities - Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Other Liabilities [Abstract]
Interest rate caps and accrued interest payable	$ 33,168	$ 19,922
Operating lease liability	21,584	20,415
Client deposits	16,521	13,623
General liability insurance reserve	12,937	7,131
Rebates due to retailers	12,693	17,396
Employee medical self-insurance reserves	10,007	8,161
Client refunds related to the Take 5 Matter	9,416	9,424
Taxes	7,286	5,357
Holdbacks	2,247	15,564
Contingent consideration	1,674	41,522
Other accrued expenses	5,640	5,618
Total other accrued expenses	$ 133,173	$ 164,133

Organization and Significant Accounting Policies - Property Plant And Equipment Useful Lives (Details)	12 Months Ended
	Dec. 31, 2022
Minimum [Member] \| Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and Equipment, useful lives	3 years
Minimum [Member] \| Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and Equipment, useful lives	3 years
Minimum [Member] \| Computer hardware and other equipment
Property, Plant and Equipment [Line Items]
Property and Equipment, useful lives	3 years
Minimum [Member] \| Software
Property, Plant and Equipment [Line Items]
Property and Equipment, useful lives	3 years
Maximum [Member] \| Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and Equipment, useful lives	10 years
Maximum [Member] \| Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and Equipment, useful lives	7 years
Maximum [Member] \| Computer hardware and other equipment
Property, Plant and Equipment [Line Items]
Property and Equipment, useful lives	5 years
Maximum [Member] \| Software
Property, Plant and Equipment [Line Items]
Property and Equipment, useful lives	5 years

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of Present Value of Lease Payments for Remaining Lease Term

Based on the present value of the lease payments for the remaining lease term of the Company’s existing leases, the Company’s right-of-use assets and lease liabilities for operating leases as of December 31, 2022 and 2021 were as follows:


		December 31,
(in thousands)	Classification	2022		2021
Assets
Operating lease right-of-use assets	Other assets	$	61,072	$	47,487
Liabilities
Current operating lease liabilities	Other accrued expenses		21,584		20,415
Noncurrent operating lease liabilities	Other long-term liabilities		56,371		40,444
Total lease liabilities		$	77,955	$	60,859

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

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


	Year Ended December 31,
(in thousands)	2022			2021			2020
Cash paid for operating lease liabilities	$	23,298		$	25,022			42,670
Right-of-use assets obtained in exchange for new operating lease obligations		31,007			19,869			7,496
Weighted-average remaining lease term		4.2			4.1			4.7
Weighted-average discount rate		8.6	%		7.7	%		9.8	%

Schedule of Maturities of Lease Liabilities

Maturities of lease liabilities as of December 31, 2022 were as follows:


(in thousands)
2023	$	27,003
2024		22,623
2025		17,042
2026		12,651
2027		7,182
Thereafter		7,592
Total lease payments	$	94,093
Less imputed interest		(16,138	)
Present value of lease liabilities	$	77,955

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

8. Leases

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

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

During the years ended December 31, 2022, 2021, and 2020, the Company expensed approximately $30.7 million, $28.7 million, and $44.2 million, respectively, of total operating lease costs, which includes $4.4 million, $4.6 million, and $6.6 million, of variable lease costs, respectively.

Beginning in mid-March of 2020, in response to the COVID-19 pandemic, the Company established a global work from home policy. A significant portion of the Company’s office-based workforce temporarily transitioned to working from home and the Company commenced a plan to strategically exit certain offices during the year ended December 31, 2020. Based on a number of factors, the Company concluded that this strategic initiative did not result in a triggering event that would indicate that the Company’s related asset groups may not be recoverable as of December 31, 2020. In enacting the plan, the Company abandoned several office leases prior to reaching termination agreements with its landlords, and as a result, adjusted the useful life of these asset to reflect the remaining expected use. The reduction to the right-of use assets and liabilities related to these leases resulted in an additional lease gain of $0.3 million, $1.9 million, and $0.8 million for the years ended December 31, 2022, 2021, and 2020, respectively. Additionally, the Company paid $1.3 million, $6.8 million and $18.0 million in termination fees for the years ended December 31,

2022, 2021 and 2020, respectively, which were recorded in “Selling, general and administrative expenses” in the Consolidated Statements of Operations and Comprehensive (Loss) Income.


		December 31,
(in thousands)	Classification	2022		2021
Assets
Operating lease right-of-use assets	Other assets	$	61,072	$	47,487
Liabilities
Current operating lease liabilities	Other accrued expenses		21,584		20,415
Noncurrent operating lease liabilities	Other long-term liabilities		56,371		40,444
Total lease liabilities		$	77,955	$	60,859

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

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


	Year Ended December 31,
(in thousands)	2022			2021			2020
Cash paid for operating lease liabilities	$	23,298		$	25,022			42,670
Right-of-use assets obtained in exchange for new operating lease obligations		31,007			19,869			7,496
Weighted-average remaining lease term		4.2			4.1			4.7
Weighted-average discount rate		8.6	%		7.7	%		9.8	%

Maturities of lease liabilities as of December 31, 2022 were as follows:


(in thousands)
2023	$	27,003
2024		22,623
2025		17,042
2026		12,651
2027		7,182
Thereafter		7,592
Total lease payments	$	94,093
Less imputed interest		(16,138	)
Present value of lease liabilities	$	77,955

Other Liabilities - Summary of the Changes in the Carrying Value of the Contingent Consideration Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Other Liabilities [Abstract]
Beginning of the period	$ 58,366	$ 45,901
Fair value of acquisitions	510	19,832
Changes in fair value	4,774	5,763
Payments	(42,711)	(11,949)
Measurement period adjustments	0	(1,181)
Foreign exchange translation effects	(605)	0
End of the period	$ 20,334	$ 58,366

Equity - Additional Information (Details) - USD ($)	12 Months Ended
Equity - Additional Information (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Common stock, shares authorized	3,290,000,000	3,290,000,000
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares issued	319,690,300	316,963,552
Common stock, shares outstanding	319,690,300	316,963,552
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value (in Dollars per share)	$ 0
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Authorized repurchase of common stock	$ 0	$ 12,567,000	$ 0
Executed open market purchases		$ 58,000
Exercise price per share	$ 0.01
Number of years warrants or rights will expire after the completion of the merger	5 years	5 years
Description of common stock	if, and only if, the last reported closing price of the common stock equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Private Placement [Member]
Class of Stock [Line Items]
Number of warrants or rights outstanding	7,333,333	7,333,333
Number of days restriction upon warrants or rights exercisable	30 days	30 days
Public Warrants [Member]
Class of Stock [Line Items]
Number of warrants or rights outstanding	11,244,988	11,244,988
Number of days warrants or rights exercisable	30 days	30 days
Number of days restriction upon warrants or rights exercisable after redemption notice issued	30 days
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	3,290,000,000
Common stock, par or stated value per share	$ 0.0001
Common stock, shares outstanding	319,690,300	316,963,552
Authorized repurchase of common stock		$ 100,000,000
Executed open market purchases		12,600
Remaining share repurchase availability	$ 87,400	$ 87,400
Number of days restriction upon warrants or rights exercisable after redemption notice issued	30 days
Description of common stock	if, and only if, the last reported closing price of the common stock equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day prior to the date on which the Company sends notice of redemption to the warrant holders;
Description of warrant redemption	at a price of $0.10 per warrant, provided that the warrant holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock to be determined by reference to a table included in the warrant agreement, based on the redemption date and the fair market value of the Class A common stock;
Common Class A [Member] \| Topco [Member]
Class of Stock [Line Items]
Common stock, shares issued	319,690,300	316,963,552
Common Class A [Member] \| Performance Shares [Member] \| Topco [Member]
Class of Stock [Line Items]
Issuance of common stock to sponsor, Shares		5,000,000
Common Class A [Member] \| Public Warrants [Member]
Class of Stock [Line Items]
Exercise price per share	$ 11.50	$ 11.50

Redeemable Noncontrolling Interest - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Redeemable Noncontrolling Interest [Line Items]
Redeemable Noncontrolling Interest, Equity, Carrying Amount	$ 3,746	$ 1,893	$ 0
Estimated redeemable non controlling interest	20.00%
Subsidiary [Member]
Redeemable Noncontrolling Interest [Line Items]
Equity method investment ownership percentage	20.00%
Redeemable Non Controlling Interest [Member]
Redeemable Noncontrolling Interest [Line Items]
Minority interest ownership percentage	20.00%
Minority interest ownership percentage by parent	20.00%
Maximum [Member]
Redeemable Noncontrolling Interest [Line Items]
Noncontrolling Interest Redemption Period	2028
Minimum [Member]
Redeemable Noncontrolling Interest [Line Items]
Noncontrolling Interest Redemption Period	2026

Fair Value of Financial Instruments - Summary of Financial Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying amount	$ 2,079,187	$ 2,093,075
Fair Value, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	2,114,572	2,307,891
Term Loan Credit Facility [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying amount	1,298,500	1,311,750
Term Loan Credit Facility [Member] \| Fair Value, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	1,372,125	1,406,552
Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying amount	775,000	775,000
Notes [Member] \| Fair Value, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	736,517	894,611
Government Loans for COVID-19 Relief [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying amount	4,480	5,212
Government Loans for COVID-19 Relief [Member] \| Fair Value, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	4,723	5,615
Other [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying amount	1,207	1,113
Other [Member] \| Fair Value, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 1,207	$ 1,113

Income Tax - Schedule of Components of (Benefit from) Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current:
Federal	$ 23,351	$ 22,085	$ (9,106)
State	8,148	7,667	4,710
Foreign	13,918	13,877	13,422
Total current tax expense	45,417	43,629	9,026
Deferred tax (benefit) expense
Federal	(129,055)	(16,007)	(6,501)
State	(59,512)	5,827	868
Foreign	(2,187)	168	(8,724)
Total deferred tax benefit	(190,754)	(10,012)	(14,357)
Total (benefit from) provision for income taxes	$ (145,337)	$ 33,617	$ (5,331)

Acquisitions and Dispositions (Tables)

12 Months Ended

Dec. 31, 2022

Business Acquisition [Line Items]

Schedule of Supplemental Information on an Unaudited Pro Forma Basis

Supplemental information on an unaudited pro forma basis, presented as if the acquisitions executed during the period from January 1, 2020 to March 1, 2023 had been consummated as of the beginning of the comparative prior period, is as follows:


	Year Ended December 31,
	2022			2021		2020
(in thousands)
Revenues	$	4,065,242		$	3,767,716	$	3,339,221
Net (loss) income	$	(1,377,436	)	$	59,983	$	(168,954	)

2022 Acquisitions

Business Acquisition [Line Items]

Schedule of Fair Values of Identifiable Assets and Liabilities of Acquisitions

The fair values of the identifiable assets and liabilities of the acquisitions less post-close adjustments related to working capital completed during the year ended December 31, 2022, as of the applicable acquisition dates, are as follows:


(in thousands)
Consideration:
Cash	$	74,206
Holdback		810
Fair value of contingent consideration		510
Total consideration	$	75,526
Recognized amounts of identifiable assets acquired and liabilities assumed:
Assets
Accounts receivable	$	6,817
Other assets		3,446
Identifiable intangible assets		25,546
Total assets		35,809
Liabilities
Accounts payable		7,363
Deferred tax liabilities and other		8,546
Total liabilities		15,909

Redeemable noncontrolling interest		1,987

Noncontrolling interest		974
Total identifiable net assets		16,939
Goodwill arising from acquisitions	$	58,587

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

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


(in thousands)	Amount		Weighted Average Useful Life
Client relationships	$	24,413	6 years
Trade names		1,133	5 years
Total identifiable intangible assets	$	25,546

2021 Acquisitions

Business Acquisition [Line Items]

Schedule of Fair Values of Identifiable Assets and Liabilities of Acquisitions

The fair values of the identifiable assets and liabilities of the acquisitions completed during the year ended December 31, 2021, at the respective acquisition dates, are as follows:


(in thousands)
Consideration
Cash	$	42,668
Holdbacks		13,464
Fair value of contingent consideration		19,832
Total consideration	$	75,964
Recognized amounts of identifiable assets acquired and liabilities assumed:
Assets
Accounts receivable	$	12,677
Other assets		4,315
Property and equipment		998
Identifiable intangible assets		35,571
Total assets		53,561
Liabilities
Total liabilities		21,206
Redeemable noncontrolling interest		1,793
Total identifiable net assets		30,562
Goodwill arising from acquisitions	$	45,402

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


(in thousands)	Amount		Weighted Average Useful Life
Client relationships	$	27,387	7 years
Trade names		5,084	5 years
Developed technology		3,100	7 years
Total identifiable intangible assets	$	35,571

2020 Acquisitions

Business Acquisition [Line Items]

Schedule of Fair Values of Identifiable Assets and Liabilities of Acquisitions

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


(in thousands)
Consideration
Cash	$	68,057
Holdbacks		5,260
Fair value of contingent consideration		14,766
Total consideration	$	88,083
Recognized amounts of identifiable assets acquired and liabilities assumed:
Assets
Accounts receivable	$	3,542
Other assets		2,936
Property and equipment		321
Identifiable intangible assets		42,460
Total assets		49,259
Liabilities
Total liabilities		4,569
Total identifiable net assets		44,690
Goodwill arising from acquisitions	$	43,393

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


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

Segments and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Summary Of Revenue And Operating Income

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


(in thousands)	Sales			Marketing			Total
Year Ended December 31, 2022
Revenues	$	2,507,017		$	1,542,725		$	4,049,742
Depreciation and amortization	$	161,385		$	71,690		$	233,075
Operating loss	$	(1,323,192	)	$	(116,214	)	$	(1,439,406	)
Year Ended December 31, 2021
Revenues	$	2,323,884		$	1,278,414		$	3,602,298
Depreciation and amortization	$	170,076		$	69,965		$	240,041
Operating income	$	182,529		$	47,519		$	230,048
Year Ended December 31, 2020
Revenues	$	2,060,593		$	1,095,078		$	3,155,671
Depreciation and amortization	$	171,569		$	67,029		$	238,598
Operating income	$	63,305		$	3,701		$	67,006

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

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


	Year Ended December 31,
(in thousands)	2022		2021		2020
Revenues
North America	$	3,562,168	$	3,153,768	$	2,792,238
International		487,574		448,530		363,433
Total revenues	$	4,049,742	$	3,602,298	$	3,155,671


	December 31,
(in thousands)	2022		2021
Long-Lived Assets
North America	$	60,071	$	53,284
International		10,827		10,412
Total long-lived assets	$	70,898	$	63,696

Goodwill and Intangible Assets - Schedule of estimated future amortization expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
2023	$ 197,995
2024	196,626
2025	190,571
2026	186,582
2027	182,030
Thereafter	248,699
Total amortization expense	$ 1,202,503	$ 1,387,514

Acquisitions

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

Acquisitions

2. Acquisitions

2022 Acquisitions

The Company acquired four businesses during the year ended December 31, 2022. The acquisitions were accounted for under the acquisition method of accounting. As such, the purchase consideration for each acquired business was allocated to the acquired tangible and intangible assets and liabilities assumed based upon their respective fair values. Assets acquired and liabilities assumed in the business combinations were recorded on the Company’s financial statements as of the acquisition date based upon the estimated fair value at such date. The excess of the purchase consideration over the estimated fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The allocation of the excess purchase price was based upon preliminary estimates and assumptions and is subject to post-close adjustments to working capital. Accordingly, the measurement period for such purchase price allocations will end when the information, or the facts and circumstances, becomes available, but will not exceed twelve months. The results of operations of each acquired business has been included in the Consolidated Statements of Operations and Comprehensive (Loss) Income since its respective date of acquisition.

The aggregate purchase price for the acquisitions referenced above was $75.5 million, which includes $74.2 million paid in cash, $0.5 million recorded as contingent consideration liabilities, and $0.8 million recorded as holdback amounts. Contingent consideration payments are determined based on future financial performance and payment obligations (as defined in the applicable purchase agreement) and are recorded at fair value. The maximum potential payment outcome related to the acquisitions is $1.6 million. Holdback amounts are used to withhold a portion of the initial purchase price payment until certain post-closing conditions are satisfied and are typically settled within 24 months of the acquisition. The goodwill related to the acquisitions represented the value paid for the assembled workforce, geographic presence, and expertise. Of the resulting goodwill relating to these acquisitions, $1.0 million is deductible for tax purposes.


(in thousands)
Consideration:
Cash	$	74,206
Holdback		810
Fair value of contingent consideration		510
Total consideration	$	75,526
Recognized amounts of identifiable assets acquired and liabilities assumed:
Assets
Accounts receivable	$	6,817
Other assets		3,446
Identifiable intangible assets		25,546
Total assets		35,809
Liabilities
Accounts payable		7,363
Deferred tax liabilities and other		8,546
Total liabilities		15,909

Redeemable noncontrolling interest		1,987

Noncontrolling interest		974
Total identifiable net assets		16,939
Goodwill arising from acquisitions	$	58,587


(in thousands)	Amount		Weighted Average Useful Life
Client relationships	$	24,413	6 years
Trade names		1,133	5 years
Total identifiable intangible assets	$	25,546

The operating results of the businesses acquired during the year ended December 31, 2022 contributed total revenues of $35.2 million during the year ended December 31, 2022. The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of the operations upon acquisition.

During the year ended December 31, 2022, the Company incurred $0.8 million in transaction costs related to the acquisitions described above. These costs have been included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

2021 Acquisitions

The Company acquired six businesses during the year ended December 31, 2021. The acquisitions were accounted for under the acquisition method of accounting. As such, the purchase consideration for each acquired business was allocated to the acquired tangible and intangible assets and liabilities assumed based upon their respective fair values. Assets acquired and liabilities assumed in the business combination were recorded on the Company’s financial statements as of the acquisition date based upon the estimated fair value at such date. The excess of the purchase consideration over the estimated fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The allocation of the excess purchase price was based upon preliminary estimates and assumptions. The results of operations of each acquired business has been included in the Consolidated Statements of Operations and Comprehensive (Loss) Income since its respective date of acquisition.

The aggregate purchase price for the acquisitions referenced above was $76.0 million, which includes $42.7 million paid in cash, $19.8 million recorded as contingent consideration liabilities, and $13.5 million recorded as holdback amounts. Contingent consideration payments are determined based on future financial performance and payment obligations (as defined in the applicable purchase agreement) and are recorded at fair value. The maximum potential payment outcome related to the acquisitions is $71.4 million. Holdback amounts are used to withhold a portion of the initial purchase price payment until certain post-closing conditions are satisfied and are typically settled within 24 months of the acquisition. The goodwill related to the acquisitions represented the value paid for the assembled workforce, geographic presence, and expertise. Of the resulting goodwill relating to these acquisitions, $14.3 million is deductible for tax purposes.

The fair values of the identifiable assets and liabilities of the acquisitions completed during the year ended December 31, 2021, at the respective acquisition dates, are as follows:


(in thousands)
Consideration
Cash	$	42,668
Holdbacks		13,464
Fair value of contingent consideration		19,832
Total consideration	$	75,964
Recognized amounts of identifiable assets acquired and liabilities assumed:
Assets
Accounts receivable	$	12,677
Other assets		4,315
Property and equipment		998
Identifiable intangible assets		35,571
Total assets		53,561
Liabilities
Total liabilities		21,206
Redeemable noncontrolling interest		1,793
Total identifiable net assets		30,562
Goodwill arising from acquisitions	$	45,402


(in thousands)	Amount		Weighted Average Useful Life
Client relationships	$	27,387	7 years
Trade names		5,084	5 years
Developed technology		3,100	7 years
Total identifiable intangible assets	$	35,571

The operating results of the businesses acquired during the year ended December 31, 2021 contributed total revenues of $75.9 million during the year ended December 31, 2021. The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of the operations upon acquisition.

During the year ended December 31, 2021, the Company incurred $1.6 million, in transaction costs related to the acquisitions described above. These costs have been included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

2020 Acquisitions

The Company acquired five businesses during the year ended December 31, 2020, of which three were sales agencies and two marketing agencies in the United States. The acquisitions were accounted for under the acquisition method of accounting. As such, the purchase consideration for each acquired business was allocated to the acquired tangible and intangible assets and liabilities assumed based upon their respective fair values. Assets acquired and liabilities assumed in the business combination were recorded on the Company’s financial statements as of the acquisition date based upon the estimated fair value at such date. The excess of the purchase consideration over the estimated fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The allocation of the excess purchase price was based upon estimates and assumptions. The results of operations of the business acquired by the Company have been included in the Consolidated Statements of Operations and Comprehensive (Loss) Income since the date of acquisition.

The aggregate purchase price for the acquisitions referenced above was $88.1 million, which includes $68.0 million paid in cash, $14.8 million recorded as contingent consideration liabilities, and $5.3 million recorded as holdback amounts. Contingent consideration payments are determined based on future financial performance and payment obligations (as defined in the applicable purchase agreement) and recorded at fair value. The maximum potential payment outcome related to the acquisitions is $53.0 million. Holdback amounts are used to withhold a portion of the initial purchase price payment until certain post-closing conditions are

satisfied and are typically settled within 24 months of the acquisition. The goodwill related to the acquisitions represented the value paid for the assembled workforce, geographic presence, and expertise. Of the resulting goodwill relating to these acquisitions, $26.7 million is deductible for tax purposes.

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


(in thousands)
Consideration
Cash	$	68,057
Holdbacks		5,260
Fair value of contingent consideration		14,766
Total consideration	$	88,083
Recognized amounts of identifiable assets acquired and liabilities assumed:
Assets
Accounts receivable	$	3,542
Other assets		2,936
Property and equipment		321
Identifiable intangible assets		42,460
Total assets		49,259
Liabilities
Total liabilities		4,569
Total identifiable net assets		44,690
Goodwill arising from acquisitions	$	43,393


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

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

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

Supplemental Pro Forma Information (unaudited)


	Year Ended December 31,
	2022			2021		2020
(in thousands)
Revenues	$	4,065,242		$	3,767,716	$	3,339,221
Net (loss) income	$	(1,377,436	)	$	59,983	$	(168,954	)

The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, the pro forma impact of transaction costs which consisted of legal, advisory and due diligence fees and expenses, and the pro forma tax effect of the pro forma adjustments for the years ended December 31, 2022, 2021, and 2020. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisitions been consummated during the periods for which pro forma information is presented.

Income Tax - Schedule of Geographic Components of Income (loss) Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Line Items]
(Loss) income before income taxes	$ (1,522,629)	$ 91,166	$ (180,401)
U.S. [Member]
Income Tax Disclosure [Line Items]
(Loss) income before income taxes	(1,544,387)	65,202	(203,526)
Foreign [Member]
Income Tax Disclosure [Line Items]
(Loss) income before income taxes	$ 21,758	$ 25,964	$ 23,125

Redeemable Noncontrolling Interest - Summary Of Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Noncontrolling Interest [Abstract]
Beginning Balance	$ 1,893	$ 0
Fair value at acquisition	1,987	1,804
Net income attributable to redeemable noncontrolling interests	215	91
Dividend distribution	(223)
Foreign currency translation adjustment	(126)	(2)
Ending Balance	$ 3,746	$ 1,893

Fair Value of Financial Instruments - Summary of Financial Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets measured at fair value
Assets measured at fair value	$ 47,493	$ 10,164
Liabilities measured at fair value
Liabilities measured at fair value	21,287	80,940
Contingent Consideration Liabilities [Member]
Liabilities measured at fair value
Liabilities measured at fair value	20,334	58,366
Warrant Liability [Member]
Liabilities measured at fair value
Liabilities measured at fair value	953	22,189
Derivative Financial Instruments [Member]
Liabilities measured at fair value
Liabilities measured at fair value		385
Derivative Financial Instruments [Member]
Assets measured at fair value
Assets measured at fair value	47,493	10,164
Quoted Prices in Active Markets (Level 1) [Member]
Assets measured at fair value
Assets measured at fair value	0	0
Liabilities measured at fair value
Liabilities measured at fair value	0	0
Quoted Prices in Active Markets (Level 1) [Member] \| Contingent Consideration Liabilities [Member]
Liabilities measured at fair value
Liabilities measured at fair value	0	0
Quoted Prices in Active Markets (Level 1) [Member] \| Warrant Liability [Member]
Liabilities measured at fair value
Liabilities measured at fair value	0	0
Quoted Prices in Active Markets (Level 1) [Member] \| Derivative Financial Instruments [Member]
Liabilities measured at fair value
Liabilities measured at fair value		0
Quoted Prices in Active Markets (Level 1) [Member] \| Derivative Financial Instruments [Member]
Assets measured at fair value
Assets measured at fair value	0	0
Significant Other Observable Inputs (Level 2) [Member]
Assets measured at fair value
Assets measured at fair value	47,493	10,164
Liabilities measured at fair value
Liabilities measured at fair value	953	385
Significant Other Observable Inputs (Level 2) [Member] \| Contingent Consideration Liabilities [Member]
Liabilities measured at fair value
Liabilities measured at fair value	0	0
Significant Other Observable Inputs (Level 2) [Member] \| Warrant Liability [Member]
Liabilities measured at fair value
Liabilities measured at fair value	953	0
Significant Other Observable Inputs (Level 2) [Member] \| Derivative Financial Instruments [Member]
Liabilities measured at fair value
Liabilities measured at fair value		385
Significant Other Observable Inputs (Level 2) [Member] \| Derivative Financial Instruments [Member]
Assets measured at fair value
Assets measured at fair value	47,493	10,164
Significant Other Unobservable Inputs (Level 3) [Member]
Assets measured at fair value
Assets measured at fair value	0	0
Liabilities measured at fair value
Liabilities measured at fair value	20,334	80,555
Significant Other Unobservable Inputs (Level 3) [Member] \| Contingent Consideration Liabilities [Member]
Liabilities measured at fair value
Liabilities measured at fair value	20,334	58,366
Significant Other Unobservable Inputs (Level 3) [Member] \| Warrant Liability [Member]
Liabilities measured at fair value
Liabilities measured at fair value	0	22,189
Significant Other Unobservable Inputs (Level 3) [Member] \| Derivative Financial Instruments [Member]
Liabilities measured at fair value
Liabilities measured at fair value		0
Significant Other Unobservable Inputs (Level 3) [Member] \| Derivative Financial Instruments [Member]
Assets measured at fair value
Assets measured at fair value	$ 0	$ 0

Schedule I - Condensed Parent Only Financial Information - Condensed Statements of Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Condensed Income Statements, Captions [Line Items]
Revenues	$ 4,049,742	$ 3,602,298	$ 3,155,671
Selling, general, and administrative expenses	190,367	168,086	306,282
Depreciation and amortization	233,075	240,041	238,598
Operating income	(1,439,406)	230,048	67,006
Other (income) expenses:
Change in fair value of warrant liability	(21,236)	955	13,363
Interest expense, net	104,459	137,927	234,044
Total other (income) expenses	(83,223)	(138,882)	(247,407)
(Loss) income before income taxes	(1,522,629)	91,166	(180,401)
Provision for income taxes	(145,337)	33,617	(5,331)
Net (loss) income	(1,377,292)	57,549	(175,070)
Net income (loss) attributable to subsidiaries	3,210	3,055	736
Total comprehensive (loss) income	(1,394,872)	49,341	(166,979)
Parent Company
Condensed Income Statements, Captions [Line Items]
Revenues	0	0	0
Cost of revenues	0	0	0
Impairment of goodwill and indefinite-lived assets	0	0	0
Selling, general, and administrative expenses	0	0	0
Depreciation and amortization	0	0	0
Total expenses	0	0	0
Operating income	0	0	0
Other (income) expenses:
Change in fair value of warrant liability	(21,236)	955	13,363
Interest expense, net	0	0	0
Total other (income) expenses	(21,236)	955	13,363
(Loss) income before income taxes	21,236	(955)	(13,363)
Provision for income taxes	0	0	0
Net (loss) income	(1,380,502)	54,494	(175,806)
Equity in net income (loss) of subsidiaries	(1,401,738)	55,449	(162,443)
Net income (loss) attributable to subsidiaries	21,236	(955)	(13,363)
Other comprehensive (loss) income, net of tax Equity in comprehensive (loss) income of subsidiaries	(14,370)	(5,152)	8,827
Total comprehensive (loss) income	$ (1,394,872)	$ 49,342	$ (166,979)

Organization and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Cash and Cash Equivalents


	December 31,
	2022		2021		2020
(in thousands)
Cash and cash equivalents	$	120,715	$	164,622	$	204,301
Restricted cash		17,817		16,015		15,665
Total cash, cash equivalents and restricted cash	$	138,532	$	180,637	$	219,966

Property Plant and Equipment Useful Lives

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


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

Disaggregation of Revenue

Disaggregated revenues were as follows:


	Year Ended December 31,
	2022		2021		2020
(in thousands)
Sales brand-centric services	$	1,364,673	$	1,292,639	$	1,204,240
Sales retail-centric services		1,142,344		1,031,245		856,353
Total sales revenues		2,507,017		2,323,884		2,060,593
Marketing brand-centric services		559,218		554,447		429,200
Marketing retail-centric services		983,507		723,967		665,878
Total marketing revenues		1,542,725		1,278,414		1,095,078
Total revenues	$	4,049,742	$	3,602,298	$	3,155,671

Stock-Based Compensation and Other Benefit Plans - Schedule Of Weighted Average Assumptions (Details)	12 Months Ended
	Dec. 31, 2020 $ / shares
Common Series C Units [Member]
Grant date fair value	$ 201.25
Dividend yield	0.00%
Expected volatility	75.30%
Risk-free interest rate	0.20%
Lack of marketability discount	30.50%
Expected term	1 year
Common Series C2 Units [Member]
Grant date fair value	$ 223.00
Dividend yield	0.00%
Yield Test Probability	23.30%
Cost of Equity Capital	11.80%
Expected term	1 year

Acquisitions and Dispositions - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) Businesses	Dec. 31, 2021 USD ($) Businesses	Dec. 31, 2020 USD ($) Businesses
Business Acquisition [Line Items]
Purchase price			$ 88,100
Contingent consideration	$ 20,334	$ 58,366	$ 45,901
Period of settlement of holdback consideration	24 months	24 months	24 months
2022 Acquisitions
Business Acquisition [Line Items]
Number of acquired businesses \| Business \| Businesses	4
Purchase price	$ 75,526
Cash paid for business acquisition	74,206
Contingent consideration	500
Business combination holdback consideration payable	800
Business acquisition, maximum contingent consideration	1,600
Business Acquisition, Goodwill, Expected Tax Deductible Amount	1,000
Bsuiness combination revenue of the acquiree since acquisition date	35,200
Business combination transaction costs incurred and recognised in the income statement	$ 800
2021 Acquisitions
Business Acquisition [Line Items]
Number of acquired businesses \| Business \| Businesses		6
Purchase price		$ 75,964
Cash paid for business acquisition		42,668
Contingent consideration		19,800
Business combination holdback consideration payable		13,500
Business acquisition, maximum contingent consideration		71,400
Business Acquisition, Goodwill, Expected Tax Deductible Amount		14,300
Bsuiness combination revenue of the acquiree since acquisition date		75,900
Business combination transaction costs incurred and recognised in the income statement		$ 1,600
2020 Acquisitions
Business Acquisition [Line Items]
Number of acquired businesses \| Business \| Businesses			5
Cash paid for business acquisition			$ 68,000
Contingent consideration			14,800
Business combination holdback consideration payable			5,300
Business acquisition, maximum contingent consideration			53,000
Business Acquisition, Goodwill, Expected Tax Deductible Amount			26,700
Bsuiness combination revenue of the acquiree since acquisition date			64,300
Business combination transaction costs incurred and recognised in the income statement			$ 200

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consist of the following:



	December 31
(in thousands)	2022			2021
Software	$	129,329		$	115,093
Computer hardware		55,736			58,762
Leasehold improvements		20,860			17,286
Furniture, fixtures, and other		10,473			10,092
Total property and equipment		216,398			201,233
Less: accumulated depreciation		(145,500	)		(137,537	)
Total property and equipment, net	$	70,898		$	63,696

Leases - Schedule of Right-of-use Assets and Related Lease Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Cash paid for operating lease liabilities	$ 23,298	$ 25,022	$ 42,670
Right-of-use assets obtained in exchange for new operating lease obligations	$ 31,007	$ 19,869	$ 7,496
Weighted-average remaining lease term	4 years 2 months 12 days	4 years 1 month 6 days	4 years 8 months 12 days
Weighted-average discount rate	8.60%	7.70%	9.80%

Earnings Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Earnings Per Share

13. 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 by the weighted-average shares of common stock outstanding without the consideration for potential dilutive shares of common stock. Diluted earnings per share represents basic earnings per share adjusted to include the potentially dilutive effect of outstanding 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 the net income by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method and if-converted method, as applicable. During periods of net loss, diluted loss per share is equal to basic loss per share because the antidilutive effect of potential common shares is disregarded. As a result of the Transactions, the Company has retrospectively adjusted the weighted-average number of common shares outstanding prior to October 28, 2020 by multiplying them by the exchange ratio used to determine the number of common shares into which they converted.

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


	Year Ended December 31,
(in thousands, except share and earnings per share data)	2022			2021		2020
Basic earnings per share computation:
Numerator:
Net (loss) income attributable to stockholders of Advantage Solutions Inc.	$	(1,380,502	)	$	54,494	$	(175,806	)
Denominator:
Weighted average common shares - basic		318,682,548			318,198,860		223,227,833
Basic (loss) earnings per common share	$	(4.33	)	$	0.17	$	(0.79	)
Diluted earnings per share computation:
Numerator:
Net (loss) income attributable to stockholders of Advantage Solutions Inc.	$	(1,380,502	)	$	54,494	$	(175,806	)
Denominator:
Weighted average common shares outstanding		318,682,548			318,198,860		223,227,833
Performance Stock Units		—			1,998,848		—
Restricted Stock Units		—			559,649		—
Warrants		—			4,468		—
Employee stock purchase plan and stock options		—			242,931		—
Weighted average common shares - diluted		318,682,548			321,004,756		223,227,833
Diluted (loss) earnings per common share	$	(4.33	)	$	0.17	$	(0.79	)

During periods of net loss, diluted loss per share is equal to basic loss per share because the antidilutive effect of potential common shares is disregarded.

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

Performance Shares vested on January 15, 2021, when the closing price for the Class A common stock exceeded $12.00 per share for 20 trading days out of 30 consecutive trading days.

The Company had 11,244,988 of public warrants and 7,333,333 of private placement warrants held by the CP Sponsor (as defined below), to purchase Class A common stock at $11.50 per share at the Closing, which remain outstanding at December 31, 2022 and 2021.

See Note 12 — Equity for additional information regarding the terms of public and private placement warrants.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 120,715	$ 164,622
Restricted cash	17,817	16,015
Accounts receivable, net of allowance for expected credit losses of $22,752 and $13,648, respectively	869,000	797,677
Prepaid expenses and other current assets	149,476	126,000
Total current assets	1,157,008	1,104,314
Property and equipment, net	70,898	63,696
Goodwill	887,949	2,206,004
Other intangible assets, net	1,897,503	2,287,514
Investments in unconsolidated affiliates	129,491	125,158
Other assets	119,522	67,582
Total assets	4,262,371	5,854,268
Current liabilities
Current portion of long-term debt	13,991	14,397
Accounts payable	261,464	277,366
Accrued compensation and benefits	154,744	139,157
Other accrued expenses	133,173	164,133
Deferred revenues	37,329	50,467
Total current liabilities	600,701	645,520
Long-term debt, net of current portion	2,022,819	2,028,882
Deferred income tax liabilities	297,874	483,165
Warrant liability	953	22,189
Other long-term liabilities	110,554	92,218
Total liabilities	3,032,901	3,271,974
Commitments and contingencies (Note 18)
Redeemable noncontrolling interest	3,746	1,893
Equity attributable to stockholders of Advantage Solutions Inc.
Preferred stock, no par value, 10,000,000 shares authorized; none issued and outstanding as of December 31, 2022 and 2021, respectively	0	0
Common stock, $0.0001 par value, 3,290,000,000 shares authorized; 319,690,300 and 316,963,552 shares issued and outstanding as of December 31, 2022 and 2021, respectively	32	32
Additional paid in capital	3,408,836	3,373,278
Accumulated deficit	(2,247,109)	(866,607)
Loans to Karman Topco L.P.	(6,363)	(6,340)
Accumulated other comprehensive loss	(18,849)	(4,479)
Treasury stock, at cost; 1,610,014 shares as of December 31, 2022	(12,567)	(12,567)
Total equity attributable to stockholders of Advantage Solutions Inc.	1,123,980	2,483,317
Nonredeemable noncontrolling interest	101,744	97,084
Total stockholders' equity	1,225,724	2,580,401
Total liabilities, redeemable noncontrolling interest, and stockholders' equity	$ 4,262,371	$ 5,854,268

Leases - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Total opearting lease costs	$ 30,700	$ 28,700	$ 44,200
Variable lease costs	4,400	4,600	6,600
Operating lease right-of-use assets	61,744	47,478
Operating lease right-of-use assets	300	1,900	800
Lease Termination Fee	$ 1,300	$ 6,800	$ 18,000

Stock-Based Compensation and Other Benefit Plans - Summary of performance restricted stock units (Details) - Revenue [Member] - Performance Stock Units Member [Member] - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Number of shares threshold	2,534,250	1,108,390
Number of shares target	5,068,499	1,108,390
Number of shares maximum	7,584,760	1,304,565
Weighted average fair value per share	$ 5.47	$ 13.19
Maximum remaining unrecognized compensation expense	$ 78,316	$ 3,234
Maximum remaining expense to be recognized, years	1 year 4 months 24 days	1 year

Prepaid and Other Assets (Tables)

12 Months Ended

Dec. 31, 2022

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

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:


	December 31,
(in thousands)	2022		2021
Inventory and supplies	$	78,273	$	70,704
Prepaid expenses		46,547		41,165
Prepaid income taxes		7,385		4,968
Other receivables		6,604		5,747
Assets held for sale		4,959		—
Other current assets		5,708		3,416
Total prepaid expenses and other current assets	$	149,476	$	126,000

Schedule of Other Non Current Assets

Other assets consist of the following:


	December 31,
(in thousands)	2022		2021
Operating lease right-of-use assets	$	61,744	$	47,478
Interest rate caps		47,493		10,164
Deposits		4,596		4,858
Workers' compensation receivable		3,525		4,008
Other long-term assets		2,164		1,065
Total other assets	$	119,522	$	67,582

Debt - Additional Information (Details) - USD ($) $ in Thousands			12 Months Ended
	Dec. 02, 2022	Oct. 28, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 28, 2021	Oct. 27, 2021	Oct. 28, 2020	May 25, 2020
Short-Term Debt [Line Items]
Debt instrument face value			$ 1,325,000
Term loan prepayment premium rate		1.00%
Fees and expense				$ 2,300
Non Cash expense				1,500
Interest rate		1.00%
Long-Term Debt			$ 2,079,187
Loan maturity date			Nov. 15, 2028
Proceeds from lines of credit			$ 326,090	61,629	$ 213,927
Revolving Credit Facility
Short-Term Debt [Line Items]
Line of credit facility, maximum borrowing capacity			500,000
Initial First Lien Term Loans [Member]
Short-Term Debt [Line Items]
Proceeds from lines of credit			150,000
JAPAN
Short-Term Debt [Line Items]
Long-Term Debt			4,500	$ 5,200
Tranche One [Member] \| JAPAN
Short-Term Debt [Line Items]
Interest rate payable									1.82%
Loan maturity date									May 27, 2029
Tranche Two [Member] \| JAPAN
Short-Term Debt [Line Items]
Interest rate payable									1.83%
Loan maturity date									Oct. 27, 2029
Subsidiary [Member] \| JAPAN
Short-Term Debt [Line Items]
Interest rate payable						1.25%
Loan maturity date						Dec. 31, 2036
Contractual Interest Rate Reduction [Member]
Short-Term Debt [Line Items]
Fixed Interest Rate		5.25%
Base Rate [Member] \| Contractual Interest Rate Reduction [Member]
Short-Term Debt [Line Items]
Interest rate							1.50%
Advantage Sales And Marketing Inc [Member] \| Revolving Credit Facility Covenant [Member] \| Revolving Credit Facility
Short-Term Debt [Line Items]
Line of credit unused borrowing capacity			$ 25,000
Line of credit unused borrowing capacity percentage			10.00%
Advantage Sales And Marketing Inc [Member] \| Fee Percentage One [Member] \| Revolving Credit Facility
Short-Term Debt [Line Items]
Line of credit unused commitement fee percentage			0.375%
Advantage Sales And Marketing Inc [Member] \| Fee Percentage Two [Member] \| Revolving Credit Facility
Short-Term Debt [Line Items]
Line of credit unused commitement fee percentage			0.25%
Advantage Sales And Marketing Inc [Member] \| Eurodollar [Member] \| Variable Interest Rate Spread One [Member] \| Revolving Credit Facility
Short-Term Debt [Line Items]
Debt instrument variable interest rate spread			2.00%
Advantage Sales And Marketing Inc [Member] \| Eurodollar [Member] \| Variable Interest Rate Spread Two [Member] \| Revolving Credit Facility
Short-Term Debt [Line Items]
Debt instrument variable interest rate spread			2.25%
Advantage Sales And Marketing Inc [Member] \| Eurodollar [Member] \| Variable Interest Rate Spread Three [Member] \| Revolving Credit Facility
Short-Term Debt [Line Items]
Debt instrument variable interest rate spread			2.50%
Advantage Sales And Marketing Inc [Member] \| Base Rate [Member] \| Variable Interest Rate Spread One [Member] \| Revolving Credit Facility
Short-Term Debt [Line Items]
Debt instrument variable interest rate spread			1.00%
Advantage Sales And Marketing Inc [Member] \| Base Rate [Member] \| Variable Interest Rate Spread Two [Member] \| Revolving Credit Facility
Short-Term Debt [Line Items]
Debt instrument variable interest rate spread			1.25%
Advantage Sales And Marketing Inc [Member] \| Base Rate [Member] \| Variable Interest Rate Spread Three [Member] \| Revolving Credit Facility
Short-Term Debt [Line Items]
Debt instrument variable interest rate spread			1.50%
Advantage Sales And Marketing Inc [Member] \| Bank Of America [Member] \| Revolving Credit Facility
Short-Term Debt [Line Items]
Line of credit facility term			5 years
Borrower Holdings [Member] \| Bank Of America [Member] \| Revolving Credit Facility \| Maximum [Member]
Short-Term Debt [Line Items]
Line of credit facility, maximum borrowing capacity	$ 500,000
Borrower Holdings [Member] \| Bank Of America [Member] \| Revolving Credit Facility \| Minimum [Member]
Short-Term Debt [Line Items]
Line of credit facility, maximum borrowing capacity	$ 400
Borrower Holdings [Member] \| Bank Of America [Member] \| Prime Rate [Member] \| Revolving Credit Facility
Short-Term Debt [Line Items]
Debt instrument variable interest rate spread	0.25%
Letter of Credit [Member] \| Advantage Sales And Marketing Inc [Member] \| Bank Of America [Member]
Short-Term Debt [Line Items]
Line of credit facility, maximum borrowing capacity			$ 400,000
New Secured First Lien Term Loan Facility [Member] \| Advantage Sales And Marketing Inc [Member]
Short-Term Debt [Line Items]
Debt instrument face value			$ 1,299,000
Percentage of net cash proceeds of certain assets for term loan prepayments			100.00%
Percentage of net cash proceeds from certain debt issuance for term loan prepayments			100.00%
Percentage of excess cash flow for term loan prepayments			50.00%
Secured First Lien Term Loan Facility [Member] \| Advantage Sales And Marketing Inc [Member]
Short-Term Debt [Line Items]
Term loan instalment payment as a percentage of principal			1.00%
Term loan prepayment percentage premium								1.00%
Percentage of net cash proceeds of certain assets for term loan prepayments			100.00%
Percentage of net cash proceeds from certain debt issuance for term loan prepayments			100.00%
Percentage of excess cash flow for term loan prepayments			50.00%
Secured First Lien Term Loan Facility [Member] \| Advantage Sales And Marketing Inc [Member] \| Eurodollar [Member]
Short-Term Debt [Line Items]
Debt instrument variable interest rate spread			5.25%
Secured First Lien Term Loan Facility [Member] \| Advantage Sales And Marketing Inc [Member] \| Base Rate [Member]
Short-Term Debt [Line Items]
Debt instrument variable interest rate spread			4.25%
Senior Secured Notes [Member] \| Advantage Sales And Marketing Inc [Member] \| Advantage Solutions Finco LLC [Member]
Short-Term Debt [Line Items]
Debt instrument face value			$ 775,000
Long term debt instrument fixed rate of interest			6.50%
Senior secured notes year of maturity			2028
Debt instrument issued percentage of principal amount			100.00%
Debt instrument terms of interest payment			Interest on the Notes is payable semi-annually in arrears on May 15 and November 15
Long term debt instrument date when the periodic payment is to be first made			May 15, 2021
Debt instrument percentage of the principal amount redeemable prematurely			40.00%
Debt instrument percentage of the principal amount redeemable annually			10.00%
Percentage of note holders by value to approve for purchase of notes by the company			90.00%
Senior Secured Notes [Member] \| Advantage Sales And Marketing Inc [Member] \| Advantage Solutions Finco LLC [Member] \| Redemption Price Percentage One [Member]
Short-Term Debt [Line Items]
Debt instrument redemption price percentage			100.00%
Senior Secured Notes [Member] \| Advantage Sales And Marketing Inc [Member] \| Advantage Solutions Finco LLC [Member] \| Redemption Price Percentage Two [Member]
Short-Term Debt [Line Items]
Debt instrument redemption price percentage			106.50%
Senior Secured Notes [Member] \| Advantage Sales And Marketing Inc [Member] \| Advantage Solutions Finco LLC [Member] \| Redemption Price Percentage Three [Member]
Short-Term Debt [Line Items]
Debt instrument redemption price percentage			103.00%
Interest Rate Floor [Member] \| Contractual Interest Rate Reduction [Member]
Short-Term Debt [Line Items]
Interest rate		0.00%					0.50%
Debt Instrument Due December 24, 2024 [Member] \| Subsidiary [Member] \| JAPAN
Short-Term Debt [Line Items]
Interest rate payable						0.35%
Loan maturity date						Dec. 24, 2024

Acquisitions and Dispositions - Schedule of Supplemental Information on an Unaudited Pro Forma Basis (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Business Combinations [Abstract]
Revenues	$ 4,065,242	$ 3,767,716	$ 3,339,221
Net (loss) income	$ (1,377,436)	$ 59,983	$ (168,954)

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

14. Related Party Transactions

Conyers Park and the Transactions

In May 2019, Conyers Park II Sponsor LLC, an affiliate of Centerview Capital Management, LLC and Conyers Park’s sponsor prior to the Merger (“CP Sponsor”) purchased 11,500,000 of Conyers Park’s Class B ordinary shares for an aggregate purchase price of $25,000 in cash, or approximately $0.002 per share. In June 2019, CP Sponsor transferred 25,000 shares to each of four individuals, including a current member of the board of directors of the Company. At the time of the Closing, the 11,250,000 shares of Conyers Park Class B common stock, par value $0.0001 per share, then held by CP Sponsor and its directors automatically converted into shares of the Company's Class A common stock. CP Sponsor also purchased 7,333,333 private placement warrants for a purchase price of $1.50 per whole warrant, or $11,000,000 in the aggregate, in private placement transactions that occurred simultaneously with the closing of the Conyers Park’s initial public offering and related over-allotment option. As a result of the Closing, each private placement warrant entitles CP Sponsor to purchase one share of the Company's Class A common stock at $11.50 per share.

Concurrent with the execution of the Merger Agreement, Conyers Park entered into the subscription agreements with certain investors (collectively, the “Subscription Agreements”), pursuant to which, among other things, Conyers Park agreed to issue and sell in a private placement shares of Conyers Park Class A common stock for a purchase price of $10.00 per share. Certain of the Advantage Sponsors or their affiliates agreed to purchase an aggregate of 34,410,000 shares of Conyers Park Class A common stock. Conyers Park also entered into a stockholders agreement (the “Stockholders Agreement”) with CP Sponsor, Topco, and certain of the Advantage Sponsors and their affiliates (collectively, the “Stockholder Parties”). The Stockholders Agreement provides, among other things, that the Stockholder Parties agree to cast their votes such that the Company’s board of directors is constituted as set forth in the Stockholders Agreement and the Merger Agreement and will have certain rights to designate directors to the Company’s board of directors, in each case, on the terms and subject to the conditions therein. Additionally, Conyers Park entered into a Registration Rights Agreement with CP Sponsor, Topco, the Advantage Sponsors and their affiliates and the other parties thereto, pursuant to which the Company has agreed to register for resale certain shares of Class A common stock and other equity securities that are held by the parties thereto from time to time.

Investment in Unconsolidated Affiliates

During the years ended December 31, 2022, 2021, and 2020, the Company recognized revenues of $14.3 million, $18.1 million, and $19.6 million, respectively, from the parent company of an investment in unconsolidated affiliates. Accounts receivable from this client were $1.7 million and $2.4 million as of December 31, 2022 and 2021, respectively.

Long-term Debt

Certain funds managed by CVC Credit Partners, which is part of the same network of companies providing investment management advisory services operating under the CVC brand as CVC Capital Partners, act as lenders under the Company’s Term Loan Facility. The funds managed by CVC Credit Partners held zero and $6.2 million of the aggregate principal outstanding under the Term Loan Facility as of December 31, 2022 and 2021, respectively.

Loans to Karman Topco L.P.

Advantage Sales & Marketing Inc., an indirect wholly-owned subsidiary of the Company, entered into loan agreements with Topco, pursuant to which Topco has borrowed various amounts totaling $6.0 million from Advantage Sales & Marketing Inc. to facilitate the payment to certain former associates for their equity interests in Topco. On September 1, 2020, Advantage Sales & Marketing Inc. entered into a new loan agreement with Topco consolidating all outstanding amounts under the prior agreements. Pursuant to the new loan agreement Topco borrowed $6.0 million at an interest rate of 0.39% per annum. This loan matures on December 31, 2023 and is pre-payable at any time without penalty.

Organization and Significant Accounting Policies - Cash And Cash Equivalents (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 120,715	$ 164,622	$ 204,301
Restricted cash	17,817	16,015	15,665
Total cash, cash equivalents and restricted cash	$ 138,532	$ 180,637	$ 219,966	$ 199,025

Stock-Based Compensation and Other Benefit Plans - Schedule of Assumptions Used (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Common Series D Units [Member]
Grant date fair value	$ 300.00
Dividend yield	0.00%
Expected volatility	53.00%
Risk-free interest rate	4.30%
Lack of marketability discount	32.00%
Expected term	1 year 10 months 24 days
Employee Stock Option Member
Grant date fair value	$ 3.92
Dividend yield	0.00%	0.00%
Expected volatility	34.40%	28.70%
Risk-free interest rate	2.90%	1.10%
Expected term	6 years 6 months	6 years 6 months

Organization and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Principles of Consolidation

Use of Estimates

Foreign Currency

Income. These items represented a net gain of $7.3 million, a gain of $1.0 million, and a loss of $2.1 million during the fiscal years ended December 31, 2022, 2021, and 2020, respectively.

Cash and Cash Equivalents


	December 31,
	2022		2021		2020
(in thousands)
Cash and cash equivalents	$	120,715	$	164,622	$	204,301
Restricted cash		17,817		16,015		15,665
Total cash, cash equivalents and restricted cash	$	138,532	$	180,637	$	219,966

Accounts Receivable and Expected Credit Losses

Concentration of Credit Risk

Derivatives

Property and Equipment


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

Equity Method Investments

Business Combinations

Goodwill

regulatory environment. The Company has two reporting units, sales and marketing, which are also the Company’s operating segments.

Indefinite Lived Intangible Assets

Long-Lived Assets

Contingent Consideration

Leases

Self-Insurance Liability

Revenue Recognition


	Year Ended December 31,
	2022		2021		2020
(in thousands)
Sales brand-centric services	$	1,364,673	$	1,292,639	$	1,204,240
Sales retail-centric services		1,142,344		1,031,245		856,353
Total sales revenues		2,507,017		2,323,884		2,060,593
Marketing brand-centric services		559,218		554,447		429,200
Marketing retail-centric services		983,507		723,967		665,878
Total marketing revenues		1,542,725		1,278,414		1,095,078
Total revenues	$	4,049,742	$	3,602,298	$	3,155,671

Income Taxes

Uncertain Tax Positions

The Company has elected to classify interest and penalties as components of tax expense. These amounts were immaterial for the years ended December 31, 2022, 2021 and 2020.

Equity-based Compensation

Warrant Liability

Other Comprehensive Income (Loss)

Other Comprehensive (Loss) Income

Fair Value Measurements



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

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

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

Variable Interest Entities and Investments

Impact of the War in Ukraine

Recent Accounting Pronouncements

Recent Accounting Standards Adopted by the Company

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues	$ 4,049,742	$ 3,602,298	$ 3,155,671
Cost of revenues (exclusive of depreciation and amortization shown separately below)	3,493,183	2,964,123	2,551,485
Selling, general, and administrative expenses	190,367	168,086	306,282
Impairment of goodwill and indefinite-lived assets	1,572,523	0	0
Recovery from Take 5	0	0	(7,700)
Depreciation and amortization	233,075	240,041	238,598
Total operating expenses	5,489,148	3,372,250	3,088,665
Operating (loss) income	(1,439,406)	230,048	67,006
Other (income) expenses:
Change in fair value of warrant liability	(21,236)	955	13,363
Interest expense, net	104,459	137,927	234,044
Total other expenses	83,223	138,882	247,407
Income (loss) before income taxes	(1,522,629)	91,166	(180,401)
(Benefit from) provision for income taxes	(145,337)	33,617	(5,331)
Net (loss) income	(1,377,292)	57,549	(175,070)
Less: net income attributable to noncontrolling interest	3,210	3,055	736
Net (loss) income attributable to stockholders of Advantage Solutions Inc.	(1,380,502)	54,494	(175,806)
Other comprehensive loss, net of tax:
Foreign currency translation adjustments	(14,370)	(5,153)	8,827
Total comprehensive (loss) income attributable to stockholders of Advantage Solutions Inc.	$ (1,394,872)	$ 49,341	$ (166,979)
Net (loss) income per common share:
Basic	$ (4.33)	$ 0.17	$ (0.79)
Diluted	$ (4.33)	$ 0.17	$ (0.79)
Weighted-average number of common shares:
Basic	318,682,548	318,198,860	223,227,833
Diluted	318,682,548	321,004,756	223,227,833

Leases - Schedule of Present Value of Lease Payments for Remaining Lease Term (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other Assets, Noncurrent	Other Assets, Noncurrent
Operating Lease, Right-of-Use Asset	$ 61,744	$ 47,478
Liabilities
Operating Lease, Liability, Current	Other accrued expenses	Other accrued expenses
Current operating lease liabilities	$ 21,584	$ 20,415
Operating Lease, Liability, Noncurrent	Other long-term liabilities	Other long-term liabilities
Noncurrent operating lease liabilities	$ 56,371	$ 40,444
Total leased liabilities	77,955	60,859
Other Assets [Member]
Assets
Operating Lease, Right-of-Use Asset	61,072	47,487
Other Accrued Expenses [Member]
Liabilities
Current operating lease liabilities	21,584	20,415
Other Noncurrent Liabilities [Member]
Liabilities
Noncurrent operating lease liabilities	$ 56,371	$ 40,444

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Line Items]
Non-cash goodwill impairment charges	$ 1,367,523,000
Accumulated Impairment charges	2,019,500,000	$ 652,000,000
Intangible assets acquired	25,600,000	35,600,000
Amortization expense	200,800,000	198,900,000	$ 191,200,000
Impairment of goodwill and indefinite-lived assets	1,572,523,000	0	0
Impairment of indefinitely lived intangible assets		0	$ 0
Sales [Member]
Goodwill [Line Items]
Non-cash goodwill impairment charges	1,275,719,000
Accumulated Impairment charges		652,000,000
Impairment charge of indefinite-lived intangible assets	146,000,000.0
Marketing [Member]
Goodwill [Line Items]
Non-cash goodwill impairment charges	91,804,000
Accumulated Impairment charges		$ 0
Impairment charge of indefinite-lived intangible assets	$ 59,000,000.0

Redeemable Noncontrolling Interest (Tables)

12 Months Ended

Dec. 31, 2022

Noncontrolling Interest [Abstract]

Summary of Changes in Redeemable Noncontrolling Interest

Changes in redeemable noncontrolling interest for the years ended December 31, 2022 and 2021, are as follows:


(in thousands)
Balance at January 1, 2021	$	—
Fair value at acquisition		1,804
Net income attributable to redeemable noncontrolling interests		91
Foreign currency translation adjustment		(2	)
Balance at December 31, 2021		1,893
Fair value at acquisition		1,987
Net income attributable to redeemable noncontrolling interests		215
Dividend distribution		(223	)
Foreign currency translation adjustment		(126	)
Balance at December 31, 2022	$	3,746

Goodwill and Intangible Assets - Schedule of intangible assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite-lived Intangible Assets [Roll Forward]
Gross Carrying Value	$ 2,593,311	$ 2,637,733
Accumulated Amortization	1,390,808	1,250,219
Net Carrying Value	1,202,503	1,387,514
Indefinite-lived Intangible Assets [Roll Forward]
Indefinite-Lived Intangible Assets (Excluding Goodwill)	1,480,000	1,480,000
Indefinite-Lived Trade Names	695,000	900,000
Intangible Assets, Gross (Excluding Goodwill)	4,073,311	4,117,733
Other Intangible Assets Accumulated Amortization	1,390,808	1,250,219
Indefinite Lived Trade Names Impairment Charges	785,000	580,000
Intangible Assets Impairement Charges	785,000	580,000
Intangible Assets, Net (Including Goodwill)	$ 1,897,503	$ 2,287,514
Client relationships [Member]
Finite-lived Intangible Assets [Roll Forward]
Weighted Average Useful Life	14 years	14 years
Gross Carrying Value	$ 2,488,802	$ 2,480,167
Accumulated Amortization	1,338,381	1,158,732
Net Carrying Value	$ 1,150,421	$ 1,321,435
Trade names [Member]
Finite-lived Intangible Assets [Roll Forward]
Weighted Average Useful Life	10 years	8 years
Gross Carrying Value	$ 97,009	$ 138,206
Accumulated Amortization	47,986	78,355
Net Carrying Value	$ 49,023	$ 59,851
Developed technology [Member]
Finite-lived Intangible Assets [Roll Forward]
Weighted Average Useful Life	6 years	5 years
Gross Carrying Value	$ 7,500	$ 13,260
Accumulated Amortization	4,441	8,206
Net Carrying Value	$ 3,059	$ 5,054
Covenant not to compete [Member]
Finite-lived Intangible Assets [Roll Forward]
Weighted Average Useful Life		5 years
Gross Carrying Value		$ 6,100
Accumulated Amortization		4,926
Net Carrying Value		$ 1,174