0000950170-24-023841 | 10-K | XBRL Viewer

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Leases - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Total opearting lease costs	$ 27.8	$ 30.7	$ 28.7
Variable lease costs	$ 4.8	$ 4.4	$ 4.6

Segments and Geographic Information - Summary Of Revenue And Operating Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Revenues	$ 4,224,846	$ 4,049,742	$ 3,602,298
Depreciation and amortization	224,697	233,075	240,041
Income from unconsolidated investments	5,273
Operating loss	76,190	(1,439,406)	230,048
Sales [Member]
Segment Reporting Information [Line Items]
Revenues	2,445,015	2,507,017	2,323,884
Depreciation and amortization	154,891	161,385	170,076
Income from unconsolidated investments	5,273
Operating loss	38,443	(1,323,192)	182,529
Marketing [Member]
Segment Reporting Information [Line Items]
Revenues	1,779,831	1,542,725	1,278,414
Depreciation and amortization	69,806	71,690	69,965
Income from unconsolidated investments	0
Operating loss	$ 37,747	$ (116,214)	$ 47,519

- 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
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Acquisitions, Divestitures and Deconsolidation - Additional Information (Details) $ in Thousands		3 Months Ended	12 Months Ended
	Nov. 30, 2023 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($) Businesses	Dec. 31, 2021 USD ($) Businesses
Business Acquisition [Line Items]
Gain on deconsolidation of subsidiaries			$ 58,891	$ 0	$ 0
Provision for income taxes			(29,008)	(145,337)	33,617
Contingent consideration			18,472	$ 20,334	$ 58,366
Period of settlement of holdback consideration				24 months	24 months
Proceeds from sale of Equity Method Investments			4,428	$ 0	$ 0
Goodwill			$ 855,391	$ 887,949	$ 2,206,004
Advantage Smollan Ltd [Member]
Business Acquisition [Line Items]
Minority interest ownership percentage by parent	49.60%
Advantage Smollan Limited [Member]
Business Acquisition [Line Items]
Gain on deconsolidation of subsidiaries	$ 58,900
Equity method investment ownership percentage	60.00%		49.60%
Proceeds from sale of Equity Method Investments	$ 1,000
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
Goodwill				$ 58,587
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
Goodwill					$ 45,402
2023 Deconsolidation of ASL
Business Acquisition [Line Items]
Gain on deconsolidation of subsidiaries	$ 91,900		$ 58,900
Sales Reporting Unit Disposal Group [Member]
Business Acquisition [Line Items]
Assets held for sale and received			21,100
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Business Acquisition [Line Items]
Loss on the sale			$ 19,100
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]			Gain (Loss) on Disposition of Assets
2023 Foodservice Businesses Held for Sale [Member] \| Forecast [Member]
Business Acquisition [Line Items]
Proceeds from sale		$ 91,000
Percentage of ownership stake sold		7.50%

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

3. Goodwill and Intangible Assets

Changes in goodwill for the years ended December 31, 2023 and 2022, are as follows:


	Sales			Marketing			Total
(in thousands)
Gross carrying amount as of January 1, 2022	$	2,144,771		$	713,233		$	2,858,004
Accumulated impairment charge		(652,000	)		—			(652,000	)
Balance at January 1, 2022		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
Measurement period adjustments		350			—			350
Divestitures		(2,727	)		—			(2,727	)
Foodservice businesses held for sale		(6,900	)		(8,300	)		(15,200	)
Deconsolidation of subsidiaries		(18,193	)		—			(18,193	)
Foreign exchange translation effects		3,212			—			3,212
Balance at December 31, 2023	$	189,407		$	665,984		$	855,391

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 as of December 31, 2023 and 2022.

The following tables set forth information for intangible assets:


		December 31, 2023
(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	$	2,335,872	$	1,444,375	$	—	$	891,497
Trade names	10 years		88,600		53,493		—		35,107
Developed technology	7 years		3,100		1,070		—		2,030
Total finite-lived intangible assets(1)			2,427,572		1,498,938		—		928,634
Indefinite-lived intangible assets:
Trade names			1,480,000		—		828,500		651,500
Total other intangible assets		$	3,907,572	$	1,498,938	$	828,500	$	1,580,134


		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



(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, 2023, estimated future amortization expenses of the Company’s finite-lived intangible assets are as follows:


(in thousands)

2024	$	182,811
2025		177,061
2026		173,552
2027		171,862
2028		136,426
Thereafter		86,922
Total amortization expense	$	928,634

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 flows 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 year ended December 31, 2022, the Company recorded intangible assets of $25.6 million. Amortization expenses included in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the years ended December 31, 2023, 2022 and 2021 were $196.4 million, $200.8 million, and $198.9 million, respectively.

During the year ended December 31, 2023, the Company recognized a non-cash intangible asset impairment charge of $43.5 million related to the Company's indefinite-lived sales trade name, in connection with the Company’s deconsolidation of its European joint venture and planned disposition of its foodservice businesses (as further described in Notes 1 and 2 above). 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 year ended December 31, 2021.

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.

Organization and Significant Accounting Policies - Disaggregation Of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 4,224,846	$ 4,049,742	$ 3,602,298
Sales Revenues [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	2,445,015	2,507,017	2,323,884
Marketing Revenues [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	1,779,831	1,542,725	1,278,414
Marketing Brand Centric Services [Member] \| Marketing Revenues [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	545,243	559,218	554,447
Marketing Retail Centric Services [Member] \| Marketing Revenues [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	1,234,588	983,507	723,967
Sales Brand Centric Services [Member] \| Sales Revenues [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	1,362,612	1,364,673	1,292,639
Sales Brand Retail Services [Member] \| Sales Revenues [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 1,082,403	$ 1,142,344	$ 1,031,245

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- 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

+ Details

Segments and Geographic Information - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) Segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Segment Reporting Information [Line Items]
Revenues	$ 4,224,846	$ 4,049,742	$ 3,602,298
Number of reportable segments \| Segment	2
Long-lived assets	$ 73,910	70,898
UNITED STATES [Member]
Segment Reporting Information [Line Items]
Revenues	3,500,000	3,600,000	$ 3,000,000
Long-lived assets	$ 73,100	$ 60,000

- Definition

+ References

+ Details

Earnings Per Share - Additional Information (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share [Line Items]
Class of warrant or right exercise price of warrants or rights	$ 0.01
Antidiluted shares (in shares)	6,900,000	800,000
Private Placement [Member]
Earnings Per Share [Line Items]
Number of warrants or rights outstanding	7,333,333	7,333,333
CP Sponsor [Member]
Earnings Per Share [Line Items]
Number of warrants or rights outstanding	11,244,988	11,244,988
CP Sponsor [Member] \| Common Class A [Member] \| Private Placement Warrants [Member]
Earnings Per Share [Line Items]
Number of warrants or rights outstanding	7,333,333	7,333,333
Class of warrant or right exercise price of warrants or rights	$ 11.50	$ 11.50

Acquisitions, Divestitures and Deconsolidation - Schedule of Disposal Group's Assets and Liabilities (Details) - 2023 Foodservice Businesses Held for Sale [Member] - Disposal Group Held-for-Sale $ in Thousands	Dec. 31, 2023 USD ($)
Carrying amounts of major classes of assets
Accounts receivable	$ 13,095
Prepaid and other current assets	2,128
Total current assets	15,223
Property and equipment	1,043
Goodwill	15,200
Other intangibles	12,719
Other noncurrent assets	1,122
Total assets	45,307
Carrying amounts of major classes of liabilities
Accounts payable	1,555
Accrued compensation and benefits	1,475
Other accrued expenses	466
Deferred revenues	1,810
Other noncurrent liabilities	549
Total liabilities	5,855
Total net assets of the disposal group classified as held for sale	$ 39,452

Stock-Based Compensation and Other Benefit Plans - Summary Of Stock Option Plan Activity (Details)	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted Average Grant Date Fair Value, Granted	$ 300
Employee Stock Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning balance \| shares	2,115,664
Number of shares, Granted \| shares	17,375,000
Number of shares, Exercised \| shares	(390,000)
Number of shares, Forfeited \| shares	(1,410,443)
Cancelled/Expired \| shares	(315,221)
Ending balance \| shares	17,375,000
Weighted Average Grant Date Fair Value, Beginning balance	$ 3.92
Weighted Average Grant Date Fair Value, Granted	6
Weighted Average Grant Date Fair Value, Exercised	2.24
Weighted Average Grant Date Fair Value, Forfeited	3.92
Weighted Average Grant Date Fair Value, Cancelled/Expired	5.99
Weighted Average Grant Date Fair Value, Ending balance	$ 6
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning balance \| shares	9,576,760
Number of shares, Granted \| shares	16,186,632
Number of shares, Distributed \| shares	(4,799,010)
Number of shares, Forfeited \| shares	(2,725,759)
Ending balance \| shares	18,238,623
Weighted Average Grant Date Fair Value, Beginning balance	$ 5.91
Weighted Average Grant Date Fair Value, Granted	2.02
Weighted Average Grant Date Fair Value, Distributed	5.56
Weighted Average Grant Date Fair Value, Forfeited	3.49
Weighted Average Grant Date Fair Value, Ending balance	$ 2.92

Income Tax - Schedule of Net Deferred Tax Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Deferred tax asset:
Accrued liabilities	$ 82,600	$ 68,016
Interest expense	71,478	53,320
Right-of-use liabilities	12,748	14,356
Net operating losses	5,471	7,904
Transaction expenses	6,511	7,649
Capitalized research and development costs	4,849	3,911
Contingent liabilities	1,662	3,903
Insurance reserves	2,204	2,522
Acquired intangible assets, including goodwill	1,302	1,487
Other	6,274	4,382
Total deferred tax assets	195,099	167,450
Deferred tax liabilities
Acquired intangible assets including goodwill	357,657	413,728
Interest rate caps	6,799	12,079
Right-of-use assets	8,955	10,044
Debt issuance costs	7,242	7,532
Restructuring expenses	3,276	3,427
Depreciation	1,571	2,397
Other	8,105	8,545
Total deferred tax liabilities	393,605	457,752
Less: deferred income tax asset valuation allowances	(3,491)	(5,360)	$ (6,900)
Net deferred tax liabilities	201,997	295,662
Noncurrent deferred tax asset	2,254	2,212
Noncurrent deferred tax liabilities	$ 204,251	$ 297,874

Debt - Term Loan Facility (Details) - USD ($) $ in Millions		12 Months Ended
Debt - Term Loan Facility (Details) - USD ($) $ in Millions	Oct. 28, 2021	Dec. 31, 2023	Dec. 31, 2021	Oct. 28, 2020
Debt Instrument [Line Items]
Debt instrument face value				$ 1,325.0
Gain on repurchase of debt instrument		$ 7.7
Term loan prepayment premium rate	1.00%
Fees and expense			$ 2.3
Non Cash expense			$ 1.5
Contractual Interest Rate Reduction [Member]
Debt Instrument [Line Items]
Fixed Interest Rate	5.25%
New Term Loan Facility [Member]
Debt Instrument [Line Items]
Debt instrument repurchased amount		$ 136.2
New Term Loan Facility [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate spread		0.26%
New Term Loan Facility [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate spread		0.11%
New Term Loan Facility [Member] \| Floating Rate of Term SOFR [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate spread		4.50%
New Secured First Lien Term Loan Facility [Member] \| Advantage Sales And Marketing Inc [Member]
Debt Instrument [Line Items]
Debt instrument face value		$ 1,149.0
Term loan instalment payment as a percentage of principal		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]
Debt Instrument [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%

Segments and Geographic Information

12 Months Ended

Dec. 31, 2023

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 merchandising 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, 2023
Revenues	$	2,445,015		$	1,779,831		$	4,224,846
Depreciation and amortization	$	154,891		$	69,806		$	224,697
Income from unconsolidated investments	$	5,273		$	—		$	5,273
Operating income	$	38,443		$	37,747		$	76,190
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

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


	Year Ended December 31,
(in thousands)	2023		2022		2021
Revenues
North America	$	3,694,470	$	3,562,168	$	3,153,768
International		530,376		487,574		448,530
Total revenues	$	4,224,846	$	4,049,742	$	3,602,298


	December 31,
(in thousands)	2023		2022
Long-Lived Assets
North America	$	73,371	$	60,071
International		539		10,827
Total long-lived assets	$	73,910	$	70,898

North American revenues were primarily services provided in the U.S. representing revenues of $3.5 billion, $3.6 billion, and $3.0 billion during the years ended December 31, 2023, 2022, and 2021, respectively. North American long-lived assets were primarily in the U.S. representing long-lived assets of $73.1 million and $60.0 million as of December 31, 2023 and 2022, respectively. The classification “International” primarily includes the Company’s operations 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
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

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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-Topic 280
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 28.3	$ 32.2	$ 41.1

Debt - Revolving Credit Facility (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 02, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Oct. 28, 2021	Oct. 27, 2021
Short-Term Debt [Line Items]
Proceeds from lines of credit		$ 99,538	$ 326,090	$ 61,629
Interest rate					1.00%
Revolving Credit Facility [Member]
Short-Term Debt [Line Items]
Line of credit facility, maximum borrowing capacity		500,000
Initial First LienT erm Loans [Member]
Short-Term Debt [Line Items]
Proceeds from lines of credit		150,000
Advantage Sales And Marketing Inc [Member] \| Revolving Credit Facility [Member] \| Revolving Credit Facility Covenant [Member]
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] \| Bank Of America [Member] \| Revolving Credit Facility [Member]
Short-Term Debt [Line Items]
Line of credit facility term		5 years
Borrower Holdings [Member] \| Bank Of America [Member] \| Revolving Credit Facility [Member] \| 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 [Member] \| Minimum [Member]
Short-Term Debt [Line Items]
Line of credit facility, maximum borrowing capacity	$ 400,000
Base Rate [Member] \| Contractual Interest Rate Reduction [Member]
Short-Term Debt [Line Items]
Interest rate						1.50%
Base Rate [Member] \| Advantage Sales And Marketing Inc [Member] \| Revolving Credit Facility [Member] \| Variable Interest Rate Spread One [Member]
Short-Term Debt [Line Items]
Debt instrument variable interest rate spread		0.75%
Base Rate [Member] \| Advantage Sales And Marketing Inc [Member] \| Revolving Credit Facility [Member] \| Variable Interest Rate Spread Two [Member]
Short-Term Debt [Line Items]
Debt instrument variable interest rate spread		1.00%
Base Rate [Member] \| Advantage Sales And Marketing Inc [Member] \| Revolving Credit Facility [Member] \| Variable Interest Rate Spread Three [Member]
Short-Term Debt [Line Items]
Debt instrument variable interest rate spread		1.25%
Prime Rate [Member] \| Borrower Holdings [Member] \| Bank Of America [Member] \| Revolving Credit Facility [Member]
Short-Term Debt [Line Items]
Debt instrument variable interest rate spread	0.25%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] \| Advantage Sales And Marketing Inc [Member] \| Revolving Credit Facility [Member] \| Variable Interest Rate Spread One [Member]
Short-Term Debt [Line Items]
Debt instrument variable interest rate spread		1.75%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] \| Advantage Sales And Marketing Inc [Member] \| Revolving Credit Facility [Member] \| Variable Interest Rate Spread Two [Member]
Short-Term Debt [Line Items]
Debt instrument variable interest rate spread		2.00%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] \| Advantage Sales And Marketing Inc [Member] \| Revolving Credit Facility [Member] \| Variable Interest Rate Spread Three [Member]
Short-Term Debt [Line Items]
Debt instrument variable interest rate spread		2.25%
Fee Percentage One [Member] \| Advantage Sales And Marketing Inc [Member] \| Revolving Credit Facility [Member]
Short-Term Debt [Line Items]
Line of credit unused commitement fee percentage		0.375%
Fee Percentage Two [Member] \| Advantage Sales And Marketing Inc [Member] \| Revolving Credit Facility [Member]
Short-Term Debt [Line Items]
Line of credit unused commitement fee percentage		0.25%
Interest Rate Floor [Member] \| Contractual Interest Rate Reduction [Member]
Short-Term Debt [Line Items]
Interest rate					0.00%	0.50%

Income Tax - Schedule of Geographic Components of Income (loss) Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Line Items]
(Loss) income before income taxes	$ (89,326)	$ (1,522,629)	$ 91,166
U.S. [Member]
Income Tax Disclosure [Line Items]
(Loss) income before income taxes	(188,064)	(1,544,387)	65,202
Foreign [Member]
Income Tax Disclosure [Line Items]
(Loss) income before income taxes	$ 98,738	$ 21,758	$ 25,964

Goodwill and Intangible Assets - Schedule of changes in goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Line Items]
Gross carrying amount			$ 2,858,004
Accumulated impairment charge	$ (2,019,500)	$ (2,019,500)	(652,000)
Opening balance	887,949	2,206,004
Acquisitions		58,587
Measurement period adjustments	350	(392)
Divestitures	(2,727)
Foodservice businesses held for sale	(15,200)
Gain on Deconsolidation	58,891	0	0
Deconsolidation of subsidiaries	(18,193)
Cash Divested from Deconsolidation	31,465	0	0
Impairment Charges		(1,367,523)
Foreign exchange translation effects	3,212	(8,727)
Closing balance	855,391	887,949	2,206,004
Sales [Member]
Goodwill [Line Items]
Gross carrying amount			2,144,771
Accumulated impairment charge			(652,000)
Opening balance	213,665	1,492,771
Acquisitions		5,732
Measurement period adjustments	350	(392)
Divestitures	(2,727)
Foodservice businesses held for sale	(6,900)
Deconsolidation of subsidiaries	(18,193)
Impairment Charges		(1,275,719)
Foreign exchange translation effects	3,212	(8,727)
Closing balance	189,407	213,665	1,492,771
Marketing [Member]
Goodwill [Line Items]
Gross carrying amount			713,233
Accumulated impairment charge			0
Opening balance	674,284	713,233
Acquisitions		52,855
Measurement period adjustments	0	0
Divestitures	0
Foodservice businesses held for sale	(8,300)
Deconsolidation of subsidiaries	0
Impairment Charges		(91,804)
Foreign exchange translation effects	0	0
Closing balance	$ 665,984	$ 674,284	$ 713,233

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 126,479	$ 120,715
Restricted cash	16,363	17,817
Accounts receivable, net of allowance for expected credit losses of $34,807 and $22,752, respectively	703,252	869,000
Prepaid expenses and other current assets	165,940	149,476
Total current assets	1,012,034	1,157,008
Property and equipment, net	73,910	70,898
Goodwill	855,391	887,949
Other intangible assets, net	1,580,134	1,897,503
Investments in unconsolidated affiliates	211,393	129,491
Other assets	46,461	119,522
Total assets	3,779,323	4,262,371
Current liabilities
Current portion of long-term debt	13,580	13,991
Accounts payable	181,076	261,464
Accrued compensation and benefits	165,701	154,744
Other accrued expenses	153,015	133,173
Deferred revenues	27,925	37,329
Total current liabilities	541,297	600,701
Long-term debt, net of current portion	1,852,784	2,022,819
Deferred income tax liabilities	204,251	297,874
Warrant liability	667	953
Other long-term liabilities	76,247	110,554
Total liabilities	2,675,246	3,032,901
Commitments and contingencies (Note 18)
Redeemable noncontrolling interest	0	3,746
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, 2023 and 2022, respectively	0	0
Common stock, $0.0001 par value, 3,290,000,000 shares authorized; 322,235,261 and 319,690,300 shares issued and outstanding as of December 31, 2023 and 2022, respectively	32	32
Additional paid in capital	3,449,261	3,408,836
Accumulated deficit	(2,314,650)	(2,247,109)
Loans to Karman Topco L.P.	(6,387)	(6,363)
Accumulated other comprehensive loss	(3,945)	(18,849)
Treasury stock, at cost; 3,600,075 and 1,610,014 shares as of December 31, 2023 and 2022, respectively	(18,949)	(12,567)
Total equity attributable to stockholders of Advantage Solutions Inc.	1,105,362	1,123,980
Nonredeemable noncontrolling interest	(1,285)	101,744
Total stockholders' equity	1,104,077	1,225,724
Total liabilities, redeemable noncontrolling interest, and stockholders' equity	$ 3,779,323	$ 4,262,371

Other Liabilities - Schedule of Other Long Term Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Other Liabilities [Abstract]
Operating lease liabilities	$ 35,441	$ 56,371
Workers' compensation	35,025	32,377
Contingent consideration	117	18,660
Other long-term liabilities	5,664	3,146
Total other long-term liabilities	$ 76,247	$ 110,554

Stock-Based Compensation and Other Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of stock-based compensation expense and equity-based compensation expense

The Company recognized stock-based compensation expense and equity-based compensation expense associated with the Common Series C Units of Karman Topco L.P. as follows:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Restricted share-based unit awards	$	25,261	$	25,353	$	22,053
Other share-based awards		13,951		11,580		17,245
Total share-based compensation before tax		39,212		36,933		39,298
Tax benefit		8,812		7,883		6,558
Total share-based compensation expense included in net (loss) income	$	30,400	$	29,050	$	32,740

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.


Measurement 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
2023		3,272,133		6,544,266		9,816,399	$	2.04	$	12,770,316	2.4 years
2022		484,441		484,441		484,441	$	5.37	$	731,378	1.4 years
2021		183,315		183,315		310,422	$	10.18	$	50,417	0.5 years

Share Based Compensation Activity

The following table summarizes the activity in the Common Series C Units and Common Series C-2 Units for the year ended December 31, 2023:


	Common Series C			Common Series C-2
Outstanding at January 1, 2023		132,890			25,095
Forfeited		(20	)		(6,700	)
Outstanding at December 31, 2023		132,870			18,395

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 for the year ended December 31, 2023:


Grant date fair value	$	300.00
Dividend yield		0.0	%
Expected volatility		67.0	%
Risk-free interest rate		4.5	%
Lack of marketability discount		31.0	%
Expected term	1.4 years

Employee Stock Option

Summary of Stock Option Plan Activity

During the year ended December 31, 2023, the following activities involving stock options occurred under the Plan:


	Stock Options			Weighted Average Exercise Price
Outstanding at January 1, 2023		2,115,664		$	3.92
Granted		17,375,000		$	6.00
Exercised		(390,000	)	$	2.24
Forfeited		(1,410,443	)	$	3.92
Cancelled/Expired		(315,221	)	$	5.99
Outstanding at December 31, 2023		17,375,000		$	6.00

Schedule Of Assumption Used To Determine Fair Value

The fair value of the employee stock options was estimated using the following assumptions for the year ended December 31, 2023:


Share Price	$	2.13
Dividend yield		0.0	%
Expected volatility		40.0	%
Risk-free interest rate		3.5	%
Expected term		6.4 years

PSU[Member]

Summary of Stock Option Plan Activity

The following table summarizes the PSU activity for the year ended December 31, 2023:


	Performance Share Units			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2023		6,373,064		$	7.05
Granted		7,031,565		$	2.03
Distributed		(1,420,066	)	$	9.54
Forfeited		(1,476,009	)	$	5.44
PSU performance adjustment		(3,169,425	)	$	5.40
Outstanding at December 31, 2023		7,339,129		$	2.60

Restricted Stock Units (RSUs) [Member]

Summary of Stock Option Plan Activity

During the year ended December 31, 2023, the following activities involving RSUs occurred under the Plan:


	Number of RSUs			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2023		9,576,760		$	5.91
Granted		16,186,632		$	2.02
Distributed		(4,799,010	)	$	5.56
Forfeited		(2,725,759	)	$	3.49
Outstanding at December 31, 2023		18,238,623		$	2.92

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, 2023	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Number of Shares Threshold	3,272,133	484,441	183,315
Number of Shares Target	6,544,266	484,441	183,315
Number of Shares Maximum	9,816,399	484,441	310,422
Weighted Average Fair Value per Share	$ 2.04	$ 5.37	$ 10.18
Maximum Remaining Unrecognized Compensation Expense	$ 12,770,316	$ 731,378	$ 50,417
Weighted-average remaining requisite service periods	2 years 4 months 24 days	1 year 4 months 24 days	6 months

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482987/272-10-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (e)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SX 210.5-02(27)(b))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
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-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
-Publisher FASB
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

+ Details

Goodwill and Intangible Assets - Schedule of estimated future amortization expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
2024	$ 182,811
2025	177,061
2026	173,552
2027	171,862
2028	136,426
Thereafter	86,922
Total amortization expense	$ 928,634	$ 1,202,503

Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Summary of Long term Debt, Net of Current Portion


	December 31,
(in thousands)	2023		2022
Term Loan Facility	$	1,149,057	$	1,298,500
Senior Secured Notes		743,000		775,000
Government loans for COVID-19 relief and other		5,398		5,687
Total long-term debt		1,897,455		2,079,187
Less: current portion		13,580		13,991
Less: debt issuance costs		31,091		42,377
Long-term debt, net of current portion	$	1,852,784	$	2,022,819

Summary of Future Minimum Principal Payments on Long-term Debt

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



(in thousands)
2024	$	13,580
2025		13,760
2026		13,764
2027		1,109,811
2028		743,557
Thereafter		2,983
Total future minimum principal payments	$	1,897,455

Organization and Significant Accounting Policies - Uncertain Tax Positions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Beginning unrecognized tax benefits	$ 560	$ 563	$ 698
Increases for tax positions related to prior years	2,350	0	0
Decreaes due to lapsed statutes of limitations	(23)	(3)	(135)
Ending unrecognized tax benefits	$ 2,887	$ 560	$ 563

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ (63,258)	$ (1,380,502)	$ 54,494

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Organization and Significant Accounting Policies - Property Plant And Equipment Useful Lives (Details)	Dec. 31, 2023
Minimum [Member] \| Leasehold improvements [Member]
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 [Member]
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

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

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

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. 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. The Company and the Take 5 Sellers engaged in arbitration proceedings. In October 2022, the arbitrator made a final award in the Company’s favor. The Company is actively pursuing the collection of this award in state court in Florida. The Company is currently unable to estimate if or when it will be able to collect any amounts associated with this arbitration. 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.

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 as of December 31, 2023, and 2022.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenues	$ 4,224,846	$ 4,049,742	$ 3,602,298
Cost of revenues (exclusive of depreciation and amortization shown separately below)	3,660,464	3,493,183	2,964,123
Selling, general, and administrative expenses	265,091	187,504	168,086
Impairment of goodwill and indefinite-lived assets	43,500	1,572,523	0
Depreciation and amortization	224,697	233,075	240,041
Gain on deconsolidation of subsidiaries	(58,891)	0	0
Loss on divestitures	19,068	2,863	0
Income from unconsolidated investments	(5,273)	0	0
Total operating expenses	4,148,656	5,489,148	3,372,250
Operating income (loss)	76,190	(1,439,406)	230,048
Other (income) expenses:
Change in fair value of warrant liability	(286)	(21,236)	955
Interest expense, net	165,802	104,459	137,927
Total other expenses	165,516	83,223	138,882
(Loss) income before income taxes	(89,326)	(1,522,629)	91,166
(Benefit from) provision for income taxes	(29,008)	(145,337)	33,617
Net (loss) income	(60,318)	(1,377,292)	57,549
Less: net income attributable to noncontrolling interest	2,940	3,210	3,055
Net (loss) income attributable to stockholders of Advantage Solutions Inc.	(63,258)	(1,380,502)	54,494
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	5,817	(14,370)	(5,153)
Total comprehensive (loss) income attributable to stockholders of Advantage Solutions Inc.	$ (57,441)	$ (1,394,872)	$ 49,341
Net (loss) income per common share:
Basic	$ (0.2)	$ (4.33)	$ 0.17
Diluted	$ (0.2)	$ (4.33)	$ 0.17
Weighted-average number of common shares:
Basic	323,677,515	318,682,548	318,198,860
Diluted	323,677,515	318,682,548	321,004,756

Stock-Based Compensation and Other Benefit Plans - Schedule of stock-based compensation expense and equity-based compensation expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total share-based compensation before tax	$ 42,880	$ 39,825	$ 39,412
Two Thousand Twenty Incentive Award Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted share-based unit awards	25,261	25,353	22,053
Other share-based awards	13,951	11,580	17,245
Total share-based compensation before tax	39,212	36,933	39,298
Tax Benefit	8,812	7,883	6,558
Total share-based compensation expense included in net (loss) income	$ 30,400	$ 29,050	$ 32,740

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

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

12 Months Ended

Dec. 31, 2023

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)	2023			2022
ASSETS
Investment in subsidiaries	$	1,106,029		$	1,124,933
Total assets	$	1,106,029		$	1,124,933
LIABILITIES AND STOCKHOLDERS' EQUITY
Warrant liability	$	667		$	953
Total liability		667			953
Equity attributable to stockholders of Advantage Solutions Inc.
Common stock $0.0001 par value, 3,290,000,000 shares authorized; 322,235,261 and 319,690,300 shares issued and outstanding as of December 31, 2023 and 2022, respectively		32			32
Additional paid-in capital		3,449,261			3,408,836
Accumulated deficit		(2,314,650	)		(2,247,109	)
Loans to Karman Topco L.P.		(6,387	)		(6,363	)
Accumulated other comprehensive loss		(3,945	)		(18,849	)
Common stock in treasury, at cost; 3,600,075 and 1,610,014 shares as of December 31, 2023 and 2022, respectively		(18,949	)		(12,567	)
Total equity attributable to stockholders of Advantage Solutions Inc.		1,105,362			1,123,980
Total liabilities and stockholders’ equity	$	1,106,029		$	1,124,933

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)	2023			2022			2021
Revenues	$	—		$	—		$	—
Cost of revenues		—			—			—
Selling, general, and administrative expenses		—			—			—
Impairment of goodwill and indefinite-lived assets		—			—			—
Depreciation and amortization		—			—			—
Gain on deconsolidation of subsidiaries		—			—			—
Loss on divestitures		—			—			—
Income from unconsolidated investments		—			—			—
Total expenses		—			—			—
Operating income		—			—			—
Other (income) expenses:
Change in fair value of warrant liability		(286	)		(21,236	)		955
Interest expense, net		—			—			—
Total other (income) expenses		(286	)		(21,236	)		955
Income (loss) before income taxes and equity in net income of subsidiaries		286			21,236			(955	)
Provision for income taxes		—			—			—
Net income (loss) before equity in net income of subsidiaries		286			21,236			(955	)
Equity in net (loss) income of subsidiaries		(63,544	)		(1,401,738	)		55,449
Net (loss) income attributable to subsidiaries		(63,258	)		(1,380,502	)		54,494
Other comprehensive (loss) income, net of tax equity in comprehensive (loss) income of subsidiaries		5,817			(14,370	)		(5,152	)
Total comprehensive (loss) income	$	(57,441	)	$	(1,394,872	)	$	49,342

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, 2023 and 2022. 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, 2023, 2022, and 2021. 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 thresholds 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.

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.

Organization and Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

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 and Karman Topco L.P. (“Topco”) became the sole stockholder of ASI Intermediate.

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., and Bain Capital, 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.

On October 28, 2020, Conyers Park consummated the merger pursuant to the Merger Agreement, by and among Merger Sub, ASI Intermediate, 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”). On October 28, 2020, Conyers Park changed its name to Advantage Solutions Inc. (the “Company” or “Advantage”) and ASI Intermediate changed its name to ASI Intermediate Corp.

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.” On October 28, 2020, 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.

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 accounting principles generally accepted in the United States (“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, 2023, 2022, and 2021 and (b) the consolidated balance sheets as of December 31, 2023 and 2022. The consolidated financial statements for the years ended December 31, 2023, 2022, and 2021 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 “Income from unconsolidated investments” 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. Reclassifications of certain immaterial prior period amounts have been made to conform to the current period presentation that were combined in previous years.

On November 30, 2023 the Company reduced its equity interest in Advantage Smollan Limited ("ASL"), its European joint venture, from a majority interest of under 60% to a minority interest of 49.6% in exchange for $1.0 million in cash. The Company also removed certain participating rights with ASL related to capital allocation and certain of the Company’s decision making rights, resulting in a loss of control. Therefore, in accordance with Accounting Standards Codification 810 ("ASC 810"), Consolidation, ASL

was deconsolidated from the Company’s consolidated financial statements resulting in the recognition of a $58.9 million gain for the year ended December 31, 2023. Effective December 1, 2023, the Company’s investment in ASL is accounted for under the equity method of accounting, with the investment reported in “Investments in unconsolidated affiliates” on the Consolidated Balance Sheets and equity income (loss) reported in “Income from unconsolidated investments” on the Consolidated Statements of Operations and Comprehensive (Loss) Income.

Reportable Segments

The Company provides services across two segments — sales and marketing.

During the fourth quarter of 2023, certain organizational changes were announced that will impact the Company’s future internal reporting. As a result of these changes, the Company expects to have three reportable segments. The Company expects that any operational changes impacting the reportable segments will be effective in the first quarter of 2024.

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 loss of $0.2 million, a gain of $7.3 million, and a gain of $1.0 million during the years ended December 31, 2023, 2022, and 2021, 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,
	2023		2022		2021
(in thousands)
Cash and cash equivalents	$	126,479	$	120,715	$	164,622
Restricted cash		16,363		17,817		16,015
Total cash, cash equivalents and restricted cash	$	142,842	$	138,532	$	180,637

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 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. Cash flows associated with such derivatives are reported in cash flows from operating activities in the Consolidated Statements of Cash Flows. 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. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Maintenance and training costs are expensed as incurred. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the software, generally not exceeding five years. The Company evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. There were no impairments to capitalized internal-use software for the years ended December 31, 2023 and 2022.

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.

Divestitures

The Company nets the proceeds on the divestitures of businesses with the carrying amount of the related net assets and liabilities and records a gain or loss in the Consolidated Statements of Operations and Comprehensive (Loss) Income. Any contingent payments that are potentially due to the Company as a result of these divestitures are recorded when it is probable that a significant reversal of such consideration will not occur, or in the case of a business, when such payments are realizable. For divestitures of businesses, the Company includes the relative fair value of goodwill associated with the businesses in the determination of the gain or loss on sale.

Held for Sale

Assets and liabilities to be disposed of by sale are classified as “held for sale” if their carrying amounts are expected to be recovered through a sale transaction rather than through continuing use. The classification occurs when the disposal group is available for immediate sale and the sale is probable. These criteria are generally met when management has committed to a plan to sell the assets within one year. Components and businesses that meet accounting requirements to be classified as held for sale are presented as single asset and liability amounts in the Company's financial statements with a valuation allowance, if necessary, to recognize the net carrying amount at the lower of cost or fair value, less costs to sell. The Company reviews its businesses and assets held for sale each reporting period to determine whether the existing carrying amounts are fully recoverable in comparison to estimated fair values. When the net realizable value of a disposal group increases during a period, a gain can be recognized to the extent that it does not increase the value of the disposal group beyond its original carrying value when the disposal group was reclassified as held for sale.

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 clients, 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 each year is performed as of October 1. 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, earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins, terminal growth rate, discount rate, 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.

In connection with the Company's annual quantitative impairment test effective as of October 1, 2023, the Company concluded that the goodwill was not impaired as of October 1, 2023. The fair value of the sales and marketing reporting units exceeded their carrying value by 19.1% and 6.8%, respectively, as of October 1, 2023. The Company determined that no additional goodwill impairment occurred through December 31, 2023.

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

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 events occur or

circumstances change that would create a triggering event. 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 rate, discount rates and royalty rate, 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.

In connection with the Company’s annual quantitative impairment test effective as of October 1, 2023, the Company concluded that the indefinite-lived intangible assets were not impaired as of October 1, 2023. The fair value of the indefinite-lived intangible assets related to the sales trade name exceeded its carrying value by 23.2% as of October 1, 2023. The fair value of the indefinite-lived intangible asset related to the marketing trade name exceeded its carrying value by 6.9% as of October 1, 2023.

During the fourth quarter of 2023, the Company determined a triggering event occurred and an impairment assessment was warranted for the sales indefinite-lived trade name due to the deconsolidation of the Company’s European joint venture and the planned divestitures of a collection of foodservice businesses, which was determined to be held for sale. Additionally, during the fourth quarter of 2023, the Company determined a triggering event occurred and an impairment assessment was warranted for the marketing indefinite-lived trade name due to the planned divestitures of a collection of foodservice businesses.

As a result, the Company recognized a non-cash intangible asset impairment charge of $43.5 million related to its indefinite-lived sales trade name during the year ended December 31, 2023, which has been reflected in “Impairment of goodwill and indefinite-lived assets” in the Consolidated Statements of Comprehensive (Loss) Income. The fair value of the indefinite-lived intangible assets related to sales and marketing trade names exceeded their carrying value by 0.0% and 17.0%, respectively, for the year ended December 31, 2023.

In connection with the Company's annual quantitative impairment test effective as of October 1, 2022, 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, 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, the Company concluded that the indefinite-lived intangible assets were not impaired. The fair value of the indefinite-lived intangible assets related to sales and marketing trade names exceeded their carrying value by 65.0% and 33.3%, respectively.

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. No impairment related to the Company’s long-lived assets were recorded during the years ended December 31, 2023, 2022, and 2021.

Contingent Consideration

Certain of the Company’s acquisitions 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 asset’s remaining 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, 2023, 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,
	2023		2022		2021
(in thousands)
Sales brand-centric services	$	1,362,612	$	1,364,673	$	1,292,639
Sales retail-centric services		1,082,403		1,142,344		1,031,245
Total sales revenues		2,445,015		2,507,017		2,323,884
Marketing brand-centric services		545,243		559,218		554,447
Marketing retail-centric services		1,234,588		983,507		723,967
Total marketing revenues		1,779,831		1,542,725		1,278,414
Total revenues	$	4,224,846	$	4,049,742	$	3,602,298

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, 2023, 2022, and 2021.

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 consideration 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 Sheets. 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, 2023, 2022, and 2021, included $21.5 million, $34.3 million, and $37.2 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.

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 the 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 recorded pretax charges of $2.8 million in the first quarter of 2022, primarily consisting of its proportionate share of the net investment in an indirect interest in Russian agencies in “Loss on divestitures” in the Consolidated Statements of Operations and Comprehensive (Loss) Income. This relates to the Company’s minority-interest holding in a European joint venture that has a minority interest in a European company that has majority-ownership interests in local agencies in Russia. As of December 31, 2023,

the European joint venture has completely written off its investment in this European company and no amounts pertaining to this European company remain on the Company’s Consolidated Balance Sheets.

Recent Accounting Pronouncements

Accounting Standards Recently Issued but Not Yet Adopted by the Company

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires entities to expand their existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid. The standard is effective for the Company beginning in fiscal year 2025, with early adoption permitted. The new standard is expected to be applied prospectively, but retrospective application is permitted. The Company is currently evaluating the impact of ASU 2023-09 on the consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires entities to disclose incremental segment information on an annual and interim basis, including significant segment expenses and measures of profit or loss that are regularly provided to the chief operating decision maker (“CODM”). The standard is effective for the Company beginning in fiscal year 2024 and interim periods within fiscal year 2025, with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-07 on the consolidated financial statements and related disclosures and expects to adopt the new standard using a retrospective approach.

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.

Other Liabilities - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Other Liabilities [Line Items]
Accrued compensation and benefits	$ 165,701	$ 154,744
Long term liabilities	76,247	110,554
Amount on deferred payment owed	0
Contingent Consideration Liabilities [Member]
Other Liabilities [Line Items]
Fair value adjustment loss	10,400
Business acquisition, maximum contingent consideration	50,900
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	0		$ 24,000
Surety Bond [Member]
Other Liabilities [Line Items]
Liability for Unpaid Claims and Claims Adjustment Expense, Net	16,000
Letter of Credit [Member]
Other Liabilities [Line Items]
Letter of credit	44,100	44,500
Worker's Compensation Programs [Member]
Other Liabilities [Line Items]
Unpaid liability	63,000	57,200
Accrued compensation and benefits	28,000	24,800
Long term liabilities	$ 35,000	$ 32,400

Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt

7. Debt


	December 31,
(in thousands)	2023		2022
Term Loan Facility	$	1,149,057	$	1,298,500
Senior Secured Notes		743,000		775,000
Government loans for COVID-19 relief and other		5,398		5,687
Total long-term debt		1,897,455		2,079,187
Less: current portion		13,580		13,991
Less: debt issuance costs		31,091		42,377
Long-term debt, net of current portion	$	1,852,784	$	2,022,819

Senior Secured Credit Facilities

Effective October 28, 2020, 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 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 Term SOFR or Alternative Currency Spread rate plus an applicable margin or, at the Borrower’s option, a base rate or Canadian Prime Rate plus an applicable margin. The applicable margins for the Revolving Credit Facility are 1.75%, 2.00% or 2.25%, with respect to Term SOFR or Alternative Currency Spread rate borrowings and 0.75%, 1.00%, or 1.25%, with respect to base rate or Canadian Prime 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 thresholds 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 outstanding principal amount of $1.149 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 of Term SOFR plus an applicable margin of 4.50% per annum, subject to additional spread adjustment on SOFR ranging from 0.11% to 0.26%.

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. The Company voluntarily repurchased an aggregate of $136.2 million principal amount of its Term Loan Facility during the year ended December 31, 2023. The Company recognized a gain on the repurchase of $7.7 million for the year ended December 31, 2023, as a component of “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

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, 2023, and the Borrower did not make any other mandatory or voluntary prepayments of the Term Loan Facility for the years ended December 31, 2023 and 2022.

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.

On October 28, 2021, 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 October 28, 2021 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. In May 2023, the Company amended the Term Loan Facility to replace the U.S. Dollar LIBOR provisions with SOFR, effective June 30, 2023.

Senior Secured Notes

Effective as of October 28, 2020, 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 issuance of the Notes, 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 certain financial institutions and the Notes were then 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 thresholds 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 were also redeemable 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 could have redeemed 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 could have redeemed 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. The Borrower may voluntarily prepay loans or reduce commitments under the Notes, in whole or in part without premium or penalty at a mutually agreeable rate between the buyer and the seller. During the year ended December 31, 2023, the Borrower repurchased Notes with a par value of $32.0 million for $28.0 million.

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. The loans, 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 an 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.

On April 18, 2023, 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. Half of the loan bears an interest rate of 1.70% per annum until the maturity date of April 30, 2043. The remainder of the loan bears an interest rate of 0.80% per annum until April 18, 2026, at which time the loan will bear an interest rate of 1.70% until the maturity date of April 30, 2043.

As of December 31, 2023 and 2022, the Company had aggregate principal amounts of $5.3 million and $4.5 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)
2024	$	13,580
2025		13,760
2026		13,764
2027		1,109,811
2028		743,557
Thereafter		2,983
Total future minimum principal payments	$	1,897,455

- 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Income Tax - Additional Information (Details) - USD ($)	12 Months Ended
Income Tax - Additional Information (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Line Items]
Cash and cash equivalents	$ 126,479,000	$ 120,715,000	$ 164,622,000
Deferred tax liabilities	$ 201,997,000	295,662,000
Net operating loss carryforwards, description	The United States Federal NOL expires in tax year 2037, $18.2 million of the state NOL expires between tax years 2023 and 2042 and the remaining $8.7 million of the state NOL carry forward indefinitely. Foreign NOL of $6.3 million expires between tax years 2024 and 2032 and the remaining $6.1 million of the foreign NOL carry forward
Undistributed foreign earnings	$ 114,900,000
Valuation allowance	3,491,000	5,360,000	6,900,000
Unrecognised Tax Benefits that would Impact of Effective tax Rate	2,200,000
Unrecognised income tax position	2,887,000	560,000	563,000	$ 698,000
Effective tax rate recognized	2,200,000
Interest and penalties as components of tax expense	900,000	200,000	$ 100,000
Coronavirus Aid Relief and Economic Security Act [Member]
Income Tax Disclosure [Line Items]
Unrecognised Tax Benefits that would Impact of Effective tax Rate	6,400,000	0
Effective tax rate recognized	6,400,000	0
Foreign [Member]
Income Tax Disclosure [Line Items]
Net operating loss carry forwards	12,400,000
State and Local Jurisdiction [Member]
Income Tax Disclosure [Line Items]
Net operating loss carry forwards	26,900,000
U.S. [Member]
Income Tax Disclosure [Line Items]
Net operating loss carry forwards	4,300,000
Foreign Subsidiaries [Member]
Income Tax Disclosure [Line Items]
Cash and cash equivalents	43,800,000	$ 81,800,000
Deferred tax liabilities	$ 400,000

Organization and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Principles of Consolidation

Reportable Segments

The Company provides services across two segments — sales and marketing.

Use of Estimates

Foreign Currency

Cash and Cash Equivalents


	December 31,
	2023		2022		2021
(in thousands)
Cash and cash equivalents	$	126,479	$	120,715	$	164,622
Restricted cash		16,363		17,817		16,015
Total cash, cash equivalents and restricted cash	$	142,842	$	138,532	$	180,637

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

assets. Expenditures for maintenance and repairs are expensed as incurred, whereas expenditures for improvements and replacements are capitalized.

Equity Method Investments

Business Combinations

Divestitures

Held for Sale

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

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,
	2023		2022		2021
(in thousands)
Sales brand-centric services	$	1,362,612	$	1,364,673	$	1,292,639
Sales retail-centric services		1,082,403		1,142,344		1,031,245
Total sales revenues		2,445,015		2,507,017		2,323,884
Marketing brand-centric services		545,243		559,218		554,447
Marketing retail-centric services		1,234,588		983,507		723,967
Total marketing revenues		1,779,831		1,542,725		1,278,414
Total revenues	$	4,224,846	$	4,049,742	$	3,602,298

Income Taxes

Equity-based Compensation

Warrant Liability

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.

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

the European joint venture has completely written off its investment in this European company and no amounts pertaining to this European company remain on the Company’s Consolidated Balance Sheets.

Recent Accounting Pronouncements

Accounting Standards Recently Issued but Not Yet Adopted by the Company

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, 2023	Dec. 31, 2022
Assets measured at fair value
Assets measured at fair value	$ 26,344	$ 47,493
Liabilities measured at fair value
Liabilities measured at fair value	19,139	21,287
Contingent Consideration Liabilities [Member]
Liabilities measured at fair value
Liabilities measured at fair value	18,472	20,334
Warrant Liability [Member]
Liabilities measured at fair value
Liabilities measured at fair value	667	953
Derivative Financial Instruments [Member]
Assets measured at fair value
Assets measured at fair value	26,344	47,493
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]
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	26,344	47,493
Liabilities measured at fair value
Liabilities measured at fair value	667	953
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	667	953
Significant Other Observable Inputs (Level 2) [Member] \| Derivative Financial Instruments [Member]
Assets measured at fair value
Assets measured at fair value	26,344	47,493
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	18,472	20,334
Significant Other Unobservable Inputs (Level 3) [Member] \| Contingent Consideration Liabilities [Member]
Liabilities measured at fair value
Liabilities measured at fair value	18,472	20,334
Significant Other Unobservable Inputs (Level 3) [Member] \| Warrant Liability [Member]
Liabilities measured at fair value
Liabilities measured at fair value	0	0
Significant Other Unobservable Inputs (Level 3) [Member] \| Derivative Financial Instruments [Member]
Assets measured at fair value
Assets measured at fair value	$ 0	$ 0

Other Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Other Liabilities Disclosure [Abstract]

Schedule of Other Accrued Expenses

Other accrued expenses consist of the following:


	December 31,
	2023		2022
(in thousands)
Accrued interest payable	$	35,637	$	33,168
Contingent consideration		18,355		1,674
Operating lease liabilities		15,204		21,584
Taxes		10,948		7,286
General liability insurance reserve		12,926		12,937
Client deposits		11,516		16,521
Rebates due to retailers		11,432		12,693
Client refunds related to the Take 5 Matter		9,416		9,416
Employee medical self-insurance reserves		8,864		10,007
Liabilities held for sale		5,855		—
Holdbacks		—		2,247
Other accrued expenses		12,862		5,640
Total other accrued expenses	$	153,015	$	133,173

Schedule of Other Long Term Liabilities

Other long-term liabilities consist of the following:


	December 31,
	2023		2022
(in thousands)
Operating lease liabilities	$	35,441	$	56,371
Workers' compensation		35,025		32,377
Contingent consideration		117		18,660
Other long-term liabilities		5,664		3,146
Total other long-term liabilities	$	76,247	$	110,554

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)	2023			2022
Beginning of the period	$	20,334		$	58,366
Fair value of acquisitions		—			510
Changes in fair value		10,362			4,774
Payments		(11,941	)		(42,711	)
Foreign exchange translation effects		(283	)		(605	)
End of the period	$	18,472		$	20,334

Investments in Unconsolidated Subsidiaries - Additional Information (Details) - USD ($) $ in Thousands, shares in Millions		1 Months Ended	12 Months Ended
	Nov. 30, 2023	Nov. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	May 31, 2023
Schedule of Equity Method Investments [Line Items]
Equity method investment, carrying value			$ 211,393	$ 129,491
Income from unconsolidated investments			5,273
Proceeds from sale of Equity Method Investments			4,428	0	$ 0
Gain on deconsolidation of subsidiaries			58,891	0	$ 0
Advantage Smollan Ltd [Member]
Schedule of Equity Method Investments [Line Items]
Minority interest ownership percentage by parent	49.60%	49.60%
Smollan Holdings Proprietary Limited [Member]
Schedule of Equity Method Investments [Line Items]
Non voting equity investment ownership percentage						25.00%
Partnership SPV1 Limited [Member]
Schedule of Equity Method Investments [Line Items]
Percentage of equity method investment sold	12.50%	12.50%
Ceuta Holdings Limited [Member]
Schedule of Equity Method Investments [Line Items]
Percentage of equity method investment sold	8.80%	8.80%
Loss on Sale of Investments		$ 4,200
Common stock received on sale of investment	4.3	4.3
Significant Equity Investments [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment, carrying value			$ 205,600	123,200
Advantage Smollan Limited [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment ownership percentage	60.00%	60.00%	49.60%
Proceeds from sale of Equity Method Investments	$ 1,000
Gain on deconsolidation of subsidiaries	58,900
Equity method investment, fair value	$ 91,900	$ 91,900
Japanese Supermarket Chains [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment ownership percentage			9.90%
Equity method investment, carrying value			$ 5,800	$ 6,300
GSH [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment ownership percentage			25.40%
Global Smollan Holdings [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment ownership percentage						25.00%
Unconsolidated Investments
Schedule of Equity Method Investments [Line Items]
Income from unconsolidated investments			$ 5,300

Schedule I - Condensed Parent Only Financial Information - Condensed Balance Sheets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Assets
Investments in unconsolidated affiliates	$ 211,393	$ 129,491
Total assets	3,779,323	4,262,371
LIABILITIES AND STOCKHOLDERS' EQUITY
Total liabilities	2,675,246	3,032,901
Equity attributable to stockholders of Advantage Solutions Inc.
Common stock value	32	32
Additional paid-incapital	3,449,261	3,408,836
Accumulated deficit	(2,314,650)	(2,247,109)
Loans to Karman Topco L.P.	6,387	6,363
Accumulated other comprehensive loss	(3,945)	(18,849)
Common stock in treasury, at cost; 3,600,075 and 1,610,014 shares as of December 31, 2023 and 2022, respectively	(18,949)	(12,567)
Total equity attributable to stockholders of Advantage Solutions Inc.	1,105,362	1,123,980
Total liabilities, redeemable noncontrolling interest, and stockholders' equity	3,779,323	4,262,371
Parent Company
Assets
Investments in unconsolidated affiliates	1,106,029	1,124,933
Total assets	1,106,029	1,124,933
LIABILITIES AND STOCKHOLDERS' EQUITY
Warrant liability	667	953
Total liabilities	667	953
Equity attributable to stockholders of Advantage Solutions Inc.
Common stock value	32	32
Additional paid-incapital	3,449,261	3,408,836
Accumulated deficit	(2,314,650)	(2,247,109)
Loans to Karman Topco L.P.	(6,387)	(6,363)
Accumulated other comprehensive loss	(3,945)	(18,849)
Common stock in treasury, at cost; 3,600,075 and 1,610,014 shares as of December 31, 2023 and 2022, respectively	(18,949)	(12,567)
Total equity attributable to stockholders of Advantage Solutions Inc.	1,105,362	1,123,980
Total liabilities, redeemable noncontrolling interest, and stockholders' equity	$ 1,106,029	$ 1,124,933

Schedule I - Condensed Parent Only Financial Information - Additional Information (Details)	12 Months Ended
	Dec. 31, 2023
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%

Investments in Unconsolidated Subsidiaries

12 Months Ended

Dec. 31, 2023

Investments, All Other Investments [Abstract]

Investments in Unconsolidated Subsidiaries

10. Investments in Unconsolidated Subsidiaries

The carrying value of the Company’s investments in unconsolidated affiliates accounted for under the equity method was $211.4 million and $129.5 million as of December 31, 2023 and 2022, respectively. The investment as of December 31, 2023 comprised the Company’s investment in ASL and Global Smollan Holdings (“GSH”). The investment as of December 31, 2022 comprised of the Company’s investment in GSH, Smollan Holdings Proprietary Limited (“SH”), Ceuta Holdings Limited (“Ceuta”), and Partnership SPV 1 Limited (“SPV”). Income from the Company’s unconsolidated investments was $5.3 million for the year ended December 31, 2023. Income from the Company’s unconsolidated investments was not material for the years ended December 31, 2022 and 2021. The Company’s proportionate share in their net assets at December 31, 2023, and 2022 were $205.6 million and $123.2 million, respectively.

The Company’s equity method investments are not considered significant based on Regulation S-X Rule 4-08(g); therefore, no summarized financial information for the Company’s unconsolidated subsidiaries have been presented.

Contribution of Equity Method Investment in Smollan Holdings Proprietary Limited

In May 2023, the Company entered into a transaction in which it contributed its 25% ownership in the common stock of SH to GSH. Subsequent to this contribution, the Company holds a 25% non-voting equity investment in SH that provides the Company with preferred rights to non-cumulative dividends declared by SH with specified annual maximum dividends (“SH Dividend Shares”). Other than the preferred non-cumulative dividend rights, the equity investment in SH has no other economic rights and the Company does not have any significant influence over SH through its non-voting equity investments. As a result of this contribution, the Company no longer has significant influence in SH and ceased to account for its investment in SH under the equity method of accounting at the time of the contribution. In regard to the accounting for the SH Dividend Shares, 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 not material as of December 31, 2023.

Ceuta Holdings Limited

In November 2023, the Company entered into an agreement and sold all of its 8.8% investment in Ceuta. The Company recognized a loss on sale of investment of $4.2 million, as a component of “Loss on divestitures” in the Consolidated Statements of Operations and Comprehensive (Loss) Income during the year ended December 31, 2023. The Company received $4.3 million of its common stock in exchange for its investment.

ASL Transaction

On November 30, 2023, the Company reduced its equity interest in ASL, its European joint venture, from a majority interest of under 60% to a minority interest of 49.6% in exchange for $1.0 million in cash (“ASL Transaction”). As part of the ASL Transaction, the Company ceased to have a controlling financial interest in ASL. The Company reassessed the VIE and voting interest models and concluded the Company no longer has control. Therefore, in accordance with ASC 810, ASL was deconsolidated and the Company recorded a gain on deconsolidation of $58.9 million that has been included in the Consolidated Statements of Operations and Comprehensive (Loss) Income. Subsequent to the ASL Transaction, the Company retained significant influence over ASL, and the investment in ASL is accounted for under the equity method of accounting. The Company’s equity method investment in ASL was recognized at its fair value totaling $91.9 million.

In conjunction with the ASL Transaction, the Company sold its 12.5% interest in SPV in exchange for a non-voting interest in GSH, resulting in an insignificant impact on the consolidated financial statements as a result of this transaction.

As a result of the above transactions, as of December 31, 2023, the Company’s investments in unconsolidated affiliates accounted for under the equity method consist of GSH (25.4%) and ASL (49.6%).

ATV Investment

The Company also holds 9.9% of the outstanding common shares of a subsidiary of a Japanese supermarket chain (“ATV”). The Company does not have significant influence over ATV and, as a result, 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 $5.8 million and $6.3 million as of December 31, 2023 and 2022, respectively.

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

19. Subsequent Events

In January 2024, the Company entered into an agreement and sold its collection of foodservice businesses, most notably Waypoint. The Company received approximately $91.0 million in cash proceeds, less estimated working capital adjustments and an ongoing 7.5% stake in the entity with which the foodservice businesses were combined. The Company is currently in the process of finalizing the accounting for this transaction and has determined that the gain or loss related to this sale is impractical to report as of the date of this filing.

In December 2023, the Company entered into a trading plan under Rule 10b5-1 of the Exchange Act authorizing the repurchase of shares of the Company’s Class A common stock. From January 2, 2024 to February 29, 2024, the Company purchased 3.0 million shares of Class A common stock. No stock repurchases were made pursuant to this plan for the year ended December 31, 2023.

Stock-Based Compensation and Other Benefit Plans - Share-based Compensation, Activity (Details)	12 Months Ended
	Dec. 31, 2023 shares
Common Series C Units [Member]
Beginning balance	132,890
Number of shares, Forfeited	(20)
Ending balance	132,870
Common Series C2 Units [Member]
Beginning balance	25,095
Number of shares, Forfeited	(6,700)
Ending balance	18,395

Debt - Senior Secured Notes (Details) - USD ($) $ in Thousands		12 Months Ended
	Oct. 28, 2020	Dec. 31, 2023	Apr. 18, 2023	Dec. 31, 2022	Dec. 28, 2021	May 25, 2020
Short-Term Debt [Line Items]
Debt instrument face value	$ 1,325,000
Debt Instrument, Repurchased Face Amount		$ 32,000
Debt Instrument, Repurchase Amount		28,000
Long-Term Debt		$ 1,897,455
Loan maturity date		Nov. 15, 2028
JAPAN
Short-Term Debt [Line Items]
Long-Term Debt		$ 5,300		$ 4,500
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
New Secured First Lien Term Loan Facility [Member] \| Advantage Sales And Marketing Inc [Member]
Short-Term Debt [Line Items]
Debt instrument face value		$ 1,149,000
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%
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
Debt Instrument Due April 18 2026 [Member]
Short-Term Debt [Line Items]
Interest rate payable			0.80%
Loan maturity date			Apr. 18, 2026
Debt Instrument Due April 30, 2043 [Member]
Short-Term Debt [Line Items]
Interest rate payable			1.70%
Loan maturity date			Apr. 30, 2043

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

15. Income Taxes

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


	Year Ended December 31,
	2023			2022			2021
(in thousands)
Current tax expense
Federal	$	27,317		$	23,351		$	22,085
State		10,635			8,148			7,667
Foreign		13,456			13,918			13,877
Total current tax expense		51,408			45,417			43,629
Deferred tax (benefit) expense
Federal		(61,431	)		(129,055	)		(16,007	)
State		(15,917	)		(59,512	)		5,827
Foreign		(3,068	)		(2,187	)		168
Total deferred tax benefit		(80,416	)		(190,754	)		(10,012	)
Total (benefit from) provision for income taxes	$	(29,008	)	$	(145,337	)	$	33,617

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,
	2023	2022	2021
Statutory U.S. rate	21.0%	21.0%	21.0%
State income taxes, net of federal tax benefit	4.7%	2.7%	11.7%
Foreign tax, net of federal tax benefit	(3.3%)	(0.2%)	5.3%
Deconsolidation of ASL	18.6%	— %	— %
Goodwill impairment	— %	(14.0%)	— %
Equity-based compensation	(3.6%)	— %	(2.4%)
Work opportunity tax credit	3.2%	0.2%	(2.5%)
Disallowed executive compensation	(2.3%)	(0.1%)	2.3%
Meals and entertainment	(2.8%)	(0.1%)	1.6%
Contingent consideration fair value adjustment	(0.5%)	— %	(1.8%)
Fair value of warrant liability	0.1%	0.3%	0.2%
Other	(2.6%)	(0.2%)	1.5%
Effective tax rate	32.5%	9.6%	36.9%

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


	Year Ended December 31,
	2023			2022			2021
(in thousands)
U.S. sources	$	(188,064	)	$	(1,544,387	)	$	65,202
Non-U.S. sources		98,738			21,758			25,964
(Loss) income before income taxes	$	(89,326	)	$	(1,522,629	)	$	91,166

Net deferred tax liabilities consist of the following:


	December 31,
(in thousands)	2023			2022
Deferred tax assets
Accrued liabilities	$	82,600		$	68,016
Interest expense		71,478			53,320
Right-of-use liabilities		12,748			14,356
Net operating losses		5,471			7,904
Transaction expenses		6,511			7,649
Capitalized research and development costs		4,849			3,911
Contingent liabilities		1,662			3,903
Insurance reserves		2,204			2,522
Acquired intangible assets, including goodwill		1,302			1,487
Other		6,274			4,382
Total deferred tax assets		195,099			167,450
Deferred tax liabilities
Acquired intangible assets, including goodwill		357,657			413,728
Interest rate caps		6,799			12,079
Right-of-use assets		8,955			10,044
Debt issuance costs		7,242			7,532
Restructuring expenses		3,276			3,427
Depreciation		1,571			2,397
Other		8,105			8,545
Total deferred tax liabilities		393,605			457,752
Less: deferred income tax asset valuation allowances		(3,491	)		(5,360	)
Net deferred tax liabilities	$	201,997		$	295,662

	December 31,
(in thousands)	2023			2022
Reported as:
Noncurrent deferred tax asset	$	2,254		$	2,212
Noncurrent deferred tax liabilities		204,251			297,874
Net deferred tax liabilities	$	201,997		$	295,662

The CARES Act 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. As of December 31, 2023, the Company has determined that the Act had no tax impacts on its consolidated financial statements.

The Company held cash and cash equivalents in foreign subsidiaries of $43.8 million and $81.8 million as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the undistributed earnings of the Company’s foreign subsidiaries was $125.7 million and $196.4 million, respectively.

The Company has not recorded a deferred tax liability related to undistributed earnings of its foreign subsidiaries as of December 31, 2023, except for a $0.4 million of deferred tax liability recorded as of December 31, 2023 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 $114.9 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 $3.5 million, $5.4 million and $6.9 million on its deferred tax assets as of December 31, 2023, 2022 and 2021, respectively.

As of December 31, 2023, the Company had $4.3 million of United States Federal Net Operating Losses (“NOL”), $26.9 million state NOL, and $12.4 million foreign NOL. The change of ownership provisions of the Tax Reform Act of 1986 may limit utilization of a portion of the Company’s domestic NOL to future periods. The United States Federal NOL expires in tax year 2037, $18.2 million of the state NOL expires between tax years 2023 and 2042 and the remaining $8.7 million of the state NOL carry forward indefinitely. Foreign NOL of $6.3 million expires between tax years 2024 and 2032 and the remaining $6.1 million of the foreign NOL carry forward indefinitely.

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, 2023, 2022, and 2021, the Company’s unrecognized tax benefits were $2.9 million, $0.6 million and $0.6 million, respectively. The Company recorded uncertain tax positions related to capitalizing interest to inventory and California research and development credits for the year ended December 31, 2023. $2.2 million out of the $2.9 million of the unrecognized tax benefits as of December 31, 2023 would be included in the effective tax rate if recognized in future periods.


	December 31,
(in thousands)	2023			2022			2021
Beginning unrecognized tax benefits	$	560		$	563		$	698
Increases for tax positions related to prior years		2,350			—			—
Decreases due to lapsed statutes of limitations		(23	)		(3	)		(135	)
Ending unrecognized tax benefits	$	2,887		$	560		$	563

The Company is unaware of any positions for which it is reasonably possible that the total amount 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, 2023, the Company is no longer subject to federal, state, or non-U.S. income tax examinations by tax authorities for years prior to 2019. The Company does not have any material ongoing income tax audits.

The Company has elected to classify interest and penalties as components of tax expense. These amounts were $0.9 million, $0.2 million and $0.1 million for the years ended December 31, 2023, 2022 and 2021, respectively.

- 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Leases - Schedule of Maturities of lease liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
2024	$ 18,567
2025	16,216
2026	11,829
2027	6,495
2028	3,795
Thereafter	4,966
Total lease payments	61,868
Less imputed interest	(11,223)
Present value of lease liabilities	$ 50,645	$ 77,955

Leases

12 Months Ended

Dec. 31, 2023

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, 2023, 2022, and 2021, the Company expensed approximately $27.8 million, $30.7 million, and $28.7 million, respectively, of total operating lease costs, which includes $4.8 million, $4.4 million, and $4.6 million, of variable lease costs, respectively.

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, 2023 and 2022 were as follows:


		December 31,
(in thousands)	Classification	2023		2022
Assets
Operating lease right-of-use assets	Other assets	$	35,766	$	61,072
Liabilities
Current operating lease liabilities	Other accrued expenses		15,204		21,584
Noncurrent operating lease liabilities	Other long-term liabilities		35,441		56,371
Total lease liabilities		$	50,645	$	77,955

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)	2023			2022			2021
Cash paid for operating lease liabilities	$	26,769		$	23,298		$	25,022
Right-of-use assets obtained in exchange for new operating lease obligations		18,187			31,007			19,869
Weighted-average remaining lease term		3.8 years			4.2 years			4.1 years
Weighted-average discount rate		9.7	%		8.6	%		7.7	%

Maturities of lease liabilities as of December 31, 2023 were as follows:


(in thousands)
2024	$	18,567
2025		16,216
2026		11,829
2027		6,495
2028		3,795
Thereafter		4,966
Total lease payments	$	61,868
Less: imputed interest		(11,223	)
Present value of lease liabilities	$	50,645

Related Parties - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Nov. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Oct. 28, 2020
Related Party Transactions (Textual)
Revenues		$ 4,224,846	$ 4,049,742	$ 3,602,298
Gain on Deconsolidation		58,891	$ 0	0
Loans		$ 1,897,455
Common stock, par or stated value per share		$ 0.0001	$ 0.0001
Debt Instrument, Face Amount					$ 1,325,000
Proceeds from Issuance of Common Stock		$ 2,248	$ 3,320	794
Topco [Member] \| 2014 Topco Acquisition [Member] \| Intercompany Loan Agreements [Member]
Related Party Transactions (Textual)
Debt Instrument, Face Amount		6,000
Topco [Member] \| 2014 Topco Acquisition [Member] \| New Intercompany Loan Agreement [Member]
Related Party Transactions (Textual)
Debt Instrument, Face Amount		$ 6,000
Debt Instrument, Interest Rate, Stated Percentage		0.39%
Debt instrument, maturity date		Dec. 31, 2023
ASL [Member]
Related Party Transactions (Textual)
Gain on Deconsolidation	$ 91,900	$ 58,900
Common Class A [Member]
Related Party Transactions (Textual)
Common stock, par or stated value per share		$ 0.0001
Majority-Owned Subsidiary, Nonconsolidated [Member]
Related Party Transactions (Textual)
Revenues		$ 22,200	14,300	$ 18,100
Accounts receivable from client		3,700	$ 1,700
Client 1 [Member]
Related Party Transactions (Textual)
Revenues		4,400
Accounts receivable from client		600
Client 2 [Member]
Related Party Transactions (Textual)
Revenues		300
Accounts receivable from client		$ 500

Income Tax (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Contingency [Line Items]

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

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


	Year Ended December 31,
	2023			2022			2021
(in thousands)
Current tax expense
Federal	$	27,317		$	23,351		$	22,085
State		10,635			8,148			7,667
Foreign		13,456			13,918			13,877
Total current tax expense		51,408			45,417			43,629
Deferred tax (benefit) expense
Federal		(61,431	)		(129,055	)		(16,007	)
State		(15,917	)		(59,512	)		5,827
Foreign		(3,068	)		(2,187	)		168
Total deferred tax benefit		(80,416	)		(190,754	)		(10,012	)
Total (benefit from) provision for income taxes	$	(29,008	)	$	(145,337	)	$	33,617

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,
	2023	2022	2021
Statutory U.S. rate	21.0%	21.0%	21.0%
State income taxes, net of federal tax benefit	4.7%	2.7%	11.7%
Foreign tax, net of federal tax benefit	(3.3%)	(0.2%)	5.3%
Deconsolidation of ASL	18.6%	— %	— %
Goodwill impairment	— %	(14.0%)	— %
Equity-based compensation	(3.6%)	— %	(2.4%)
Work opportunity tax credit	3.2%	0.2%	(2.5%)
Disallowed executive compensation	(2.3%)	(0.1%)	2.3%
Meals and entertainment	(2.8%)	(0.1%)	1.6%
Contingent consideration fair value adjustment	(0.5%)	— %	(1.8%)
Fair value of warrant liability	0.1%	0.3%	0.2%
Other	(2.6%)	(0.2%)	1.5%
Effective tax rate	32.5%	9.6%	36.9%

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

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


	Year Ended December 31,
	2023			2022			2021
(in thousands)
U.S. sources	$	(188,064	)	$	(1,544,387	)	$	65,202
Non-U.S. sources		98,738			21,758			25,964
(Loss) income before income taxes	$	(89,326	)	$	(1,522,629	)	$	91,166

Schedule of Net Deferred Tax Liabilities

Net deferred tax liabilities consist of the following:


	December 31,
(in thousands)	2023			2022
Deferred tax assets
Accrued liabilities	$	82,600		$	68,016
Interest expense		71,478			53,320
Right-of-use liabilities		12,748			14,356
Net operating losses		5,471			7,904
Transaction expenses		6,511			7,649
Capitalized research and development costs		4,849			3,911
Contingent liabilities		1,662			3,903
Insurance reserves		2,204			2,522
Acquired intangible assets, including goodwill		1,302			1,487
Other		6,274			4,382
Total deferred tax assets		195,099			167,450
Deferred tax liabilities
Acquired intangible assets, including goodwill		357,657			413,728
Interest rate caps		6,799			12,079
Right-of-use assets		8,955			10,044
Debt issuance costs		7,242			7,532
Restructuring expenses		3,276			3,427
Depreciation		1,571			2,397
Other		8,105			8,545
Total deferred tax liabilities		393,605			457,752
Less: deferred income tax asset valuation allowances		(3,491	)		(5,360	)
Net deferred tax liabilities	$	201,997		$	295,662

	December 31,
(in thousands)	2023			2022
Reported as:
Noncurrent deferred tax asset	$	2,254		$	2,212
Noncurrent deferred tax liabilities		204,251			297,874
Net deferred tax liabilities	$	201,997		$	295,662

Uncertain Tax Positions

Income Tax Contingency [Line Items]

Schedule of Uncertain Tax Positions


	December 31,
(in thousands)	2023			2022			2021
Beginning unrecognized tax benefits	$	560		$	563		$	698
Increases for tax positions related to prior years		2,350			—			—
Decreases due to lapsed statutes of limitations		(23	)		(3	)		(135	)
Ending unrecognized tax benefits	$	2,887		$	560		$	563

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$ (60,318,000)	$ (1,377,292,000)	$ 57,549,000
Adjustments to reconcile net (loss) income to net cash provided by operating activities
Noncash interest income	(7,660,000)	(43,785,000)	(8,315,000)
Amortization of deferred financing fees	8,292,000	8,860,000	9,250,000
Impairment of goodwill and indefinite-lived assets	43,500,000	1,572,523,000	0
Extinguishment costs related to repayment and repricing of long-term debt	0	0	1,569,000
Depreciation and amortization	224,697,000	233,075,000	240,041,000
Change in fair value of warrant liability	(286,000)	(21,236,000)	955,000
Fair value adjustments related to contingent consideration	10,362,000	4,774,000	5,763,000
Deferred income taxes	(80,416,000)	(190,754,000)	(10,012,000)
Equity-based compensation of Karman Topco L.P.	(2,524,000)	(6,934,000)	(15,030,000)
Stock-based compensation	42,880,000	39,825,000	39,412,000
Equity in earnings of unconsolidated affiliates	(5,511,000)	(10,609,000)	(10,298,000)
Distribution received from unconsolidated affiliates	2,100,000	1,826,000	1,465,000
Loss on disposal of property and equipment	3,318,000	644,000	7,162,000
Loss on divestitures	19,068,000	2,863,000	0
Gain on deconsolidation of subsidiaries	(58,891,000)	0	0
Gain on repurchases from the Term Loan Facility and Senior Secured Notes debt	(8,665,000)	0	0
Changes in operating assets and liabilities, net of effects from divestitures and purchases of businesses:
Accounts receivable, net	45,601,000	(75,688,000)	(215,501,000)
Prepaid expenses and other assets	50,626,000	(22,738,000)	(14,000,000)
Accounts payable	(26,175,000)	(17,635,000)	46,000,000
Accrued compensation and benefits	26,941,000	16,678,000	(2,363,000)
Deferred revenues	6,974,000	(11,551,000)	(2,694,000)
Other accrued expenses and other liabilities	5,082,000	18,412,000	(4,962,000)
Net cash provided by operating activities	238,995,000	121,258,000	125,991,000
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of businesses, net of cash acquired	0	(74,206,000)	(42,668,000)
Purchase of investment in unconsolidated affiliates	(3,023,000)	(775,000)	(2,000,000)
Purchase of property and equipment	(46,271,000)	(40,455,000)	(31,175,000)
Proceeds from divestiture	21,108,000	1,896,000	0
Deconsolidation of subsidiaries cash and cash equivalents and restricted cash, net of proceeds	(31,465,000)	0	0
Proceeds from sale of Equity Method Investments	4,428,000	0	0
Net cash used in investing activities	(55,223,000)	(113,540,000)	(75,843,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under lines of credit	99,538,000	326,090,000	61,629,000
Payments on lines of credit	(99,102,000)	(326,968,000)	(111,736,000)
Proceeds from government loans for COVID-19 relief	1,339,000	0	2,975,000
Principal payments on long-term debt	(13,602,000)	(13,394,000)	(13,309,000)
Repurchases of Term Loan Facility and Senior Secured Notes debt	(156,559,000)	0	0
Proceeds from issuance of common stock	2,248,000	3,320,000	794,000
Payments for taxes related to net share settlement under 2020 Incentive Award Plan	(1,880,000)	0	0
Contingent consideration payments	(4,898,000)	(23,164,000)	(9,814,000)
Holdback payments	(1,886,000)	(11,057,000)	(3,989,000)
Purchase of treasury stock	(6,382,000)	0	(12,567,000)
Financing fees paid	0	(1,464,000)	(74,000)
Contribution from noncontrolling interest	0	5,217,000	0
Redemption of noncontrolling interest	(154,000)	(224,000)	(209,000)
Net cash used in financing activities	(181,338,000)	(41,644,000)	(86,300,000)
Net effect of foreign currency changes on cash	1,876,000	(8,179,000)	(3,177,000)
Net change in cash, cash equivalents and restricted cash	4,310,000	(42,105,000)	(39,329,000)
Cash, cash equivalents and restricted cash, beginning of period	138,532,000	180,637,000	219,966,000
Cash, cash equivalents and restricted cash, end of period	142,842,000	138,532,000	180,637,000
SUPLLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES
Exchange of ownership of SPV for fair value of GSH	15,854,000	0	0
Non-cash proceeds from divestitures	4,283,000	0	0
Purchase of property and equipment recorded in accounts payable and accrued expenses	1,201,000	842,000	759,000
SUPPLEMENTAL CASH FLOW INFORMATION
Cash payments for interest	174,767,000	126,560,000	137,467,000
Cash received from interest rate derivatives	28,808,000	6,527,000	0
Cash payments for income taxes, net	$ 39,007,000	$ 45,729,000	$ 40,189,000

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, 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)
Interest on loans to Karman Topco L.P.	(24)					(24)		(24)
Redemption of noncontrolling interest	(209)			(444)				(444)	235
Equity-based compensation of Karman Topco L.P.	(15,030)			(15,030)				(15,030)
Purchase of treasury stock	(12,567)		$ (12,567)					(12,567)
Purchase of treasury stock, shares		(1,610,014)	1,610,014
Shares issued under Employee Stock Purchase Plan	736			736				736
Shares issued upon exercise of warrants	58			58				58
Shares issued under 2020 Incentive Award Plan and tax related to net share settlement, Shares		66,208
Shares issued under Employee Stock Purchase Plan, Shares		77,172
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)
Interest on loans to Karman Topco L.P.	(23)					(23)		(23)
Increase in noncontrolling interest	6,191								6,191
Equity-based compensation of Karman Topco L.P.	(6,934)			(6,934)				(6,934)
Shares issued under Employee Stock Purchase Plan	3,320			3,320				3,320
Shares issued under 2020 Incentive Award Plan and tax related to net share settlement, Shares		2,013,535
Shares issued under Employee Stock Purchase Plan, Shares		713,213
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
Net income (loss)	(60,619)				(63,258)			(63,258)	2,639
Foreign currency translation adjustments	9,018						5,817	5,817	3,201
Total comprehensive (loss) income	(51,601)							(57,441)	5,840
Interest on loans to Karman Topco L.P.	(24)					(24)		(24)
Equity-based compensation of Karman Topco L.P.	(2,524)			(2,524)				(2,524)
Purchase of treasury stock	(10,665)		$ (10,665)					(10,665)
Purchase of treasury stock, shares		(4,164,010)	4,164,010
Retirement of shares, Shares			(2,173,949)
Retirement of shares			$ 4,283		(4,283)
Shares issued under Employee Stock Purchase Plan	2,248			2,248				2,248
Shares issued under 2020 Incentive Award Plan and tax related to net share settlement	(1,880)			(1,880)				(1,880)
Shares issued under 2020 Incentive Award Plan and tax related to net share settlement, Shares		5,467,531
Shares issued under Employee Stock Purchase Plan, Shares		1,241,440
Stock-based compensation expense	42,581			42,581				42,581
Deconsolidation of subsidiaries	(99,782)						9,087	9,087	(108,869)
Balance at Dec. 31, 2023	$ 1,104,077	$ 32	$ (18,949)	$ 3,449,261	$ (2,314,650)	$ (6,387)	$ (3,945)	$ 1,105,362	$ (1,285)
Balance, Shares at Dec. 31, 2023		322,235,261	3,600,075

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Line Items]
Non-cash goodwill impairment charges		$ 1,367,523,000
Accumulated Impairment charges	$ 2,019,500,000	2,019,500,000	$ 652,000,000
Intangible assets acquired		25,600,000
Amortization expense	196,400,000	200,800,000	198,900,000
Impairment of goodwill and indefinite-lived assets	43,500,000	1,572,523,000	0
Non-cash intangible asset impairment charge	$ 43,500,000
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
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

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accounts receivable, net of allowances	$ 34,807	$ 22,752
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	322,235,261	319,690,300
Common stock, shares outstanding	322,235,261	319,690,300
Treasury stock, common, shares	3,600,075	1,610,014

Property and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

5. Property and Equipment

Property and equipment consist of the following:



	December 31
(in thousands)	2023			2022
Software	$	121,403		$	129,329
Computer hardware		61,067			55,736
Leasehold improvements		19,222			20,860
Furniture, fixtures, and other		4,995			10,473
Total property and equipment		206,687			216,398
Less: accumulated depreciation		(132,777	)		(145,500	)
Total property and equipment, net	$	73,910		$	70,898

Depreciation expense was $28.3 million, $32.2 million, and $41.1 million related to property and equipment for the years ended December 31, 2023, 2022, and 2021, respectively.

Earnings Per Share

12 Months Ended

Dec. 31, 2023

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.

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)	2023			2022			2021
Basic earnings per share computation:
Numerator:
Net (loss) income attributable to stockholders of Advantage Solutions Inc.	$	(63,258	)	$	(1,380,502	)	$	54,494
Denominator:
Weighted average common shares - basic		323,677,515			318,682,548			318,198,860
Basic (loss) earnings per common share	$	(0.20	)		(4.33	)		0.17
Diluted earnings per share computation:
Numerator:
Net (loss) income attributable to stockholders of Advantage Solutions Inc.	$	(63,258	)	$	(1,380,502	)	$	54,494
Denominator:
Weighted average common shares outstanding		323,677,515			318,682,548			318,198,860
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		323,677,515			318,682,548			321,004,756
Diluted (loss) earnings per common share	$	(0.20	)	$	(4.33	)	$	0.17

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.

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, which remain outstanding at December 31, 2023 and 2022.

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

In accordance with the treasury method the weighted average shares outstanding assuming dilution include the incremental effect of stock-based awards, except when such effect would be antidilutive. Stock-based awards in accordance with the treasury stock method were 6.9 million shares during the year ended December 31, 2023, but were not included in the computation of diluted loss per common share, because the net loss position of the Company made them antidilutive. Stock-based awards in accordance with the treasury stock method were 0.8 million shares during the year ended December 31, 2022, but were not included in the computation of diluted loss per common share, because the net loss position of the Company made them antidilutive.

Debt - Summary of Long term Debt, Net of Current Portion (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Disclosure [Line Items]
Debt carrying amount	$ 1,897,455	$ 2,079,187
Less: current portion	13,580	13,991
Less: debt issuance costs	31,091	42,377
Long-term debt, net of current portion	1,852,784	2,022,819
Term Loan Facility [Member]
Debt Disclosure [Line Items]
Debt carrying amount	1,149,057	1,298,500
Senior Secured Notes [Member]
Debt Disclosure [Line Items]
Debt carrying amount	743,000	775,000
Government Loans for COVID-19 Relief and other
Debt Disclosure [Line Items]
Debt carrying amount	$ 5,398	$ 5,687

Schedule I - Condensed Parent Only Financial Information - Condensed Statements of Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Condensed Income Statements, Captions [Line Items]
Revenues	$ 4,224,846	$ 4,049,742	$ 3,602,298
Selling, general, and administrative expenses	265,091	187,504	168,086
Depreciation and amortization	224,697	233,075	240,041
Gain on deconsolidation of subsidiaries	58,891	0	0
Loss on divestitures	(2,727)
Income from unconsolidated investments	(5,273)	0	0
Operating income	76,190	(1,439,406)	230,048
Other (income) expenses:
Change in fair value of warrant liability	(286)	(21,236)	955
Interest expense, net	165,802	104,459	137,927
Total other (income) expenses	(165,516)	(83,223)	(138,882)
(Loss) income before income taxes	(89,326)	(1,522,629)	91,166
Provision for income taxes	(29,008)	(145,337)	33,617
Net (loss) income	(60,318)	(1,377,292)	57,549
Equity in net (loss) income of subsidiaries	5,273
Net income (loss) attributable to subsidiaries	2,940	3,210	3,055
Total comprehensive (loss) income	(57,441)	(1,394,872)	49,341
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
Gain on deconsolidation of subsidiaries	0	0	0
Loss on divestitures	0	0	0
Income from unconsolidated investments	0	0	0
Total expenses	0	0	0
Operating income	0	0	0
Other (income) expenses:
Change in fair value of warrant liability	(286)	(21,236)	955
Interest expense, net	0	0	0
Total other (income) expenses	(286)	(21,236)	955
(Loss) income before income taxes	286	21,236	(955)
Provision for income taxes	0	0	0
Net (loss) income	(63,258)	(1,380,502)	54,494
Equity in net (loss) income of subsidiaries	(63,544)	(1,401,738)	55,449
Net income (loss) attributable to subsidiaries	286	21,236	(955)
Other comprehensive (loss) income, net of tax Equity in comprehensive (loss) income of subsidiaries	(5,817)	(14,370)	(5,152)
Total comprehensive (loss) income	$ (57,441)	$ (1,394,872)	$ 49,342

Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Dec. 31, 2023	Feb. 29, 2024	Jun. 30, 2023
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, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Document Annual Report	true
Document Transition Report	false
Entity Current Reporting Status	Yes
Entity Filer Category	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			$ 204
Entity Well Known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Common Stock, Shares Outstanding		320,426,923
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
Document Financial Statement Error Correction [Flag]	false
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 2024 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, 2023, 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

Redeemable Noncontrolling Interests - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Redeemable Noncontrolling Interest [Line Items]
Redeemable Noncontrolling Interest, Equity, Carrying Amount	$ 0	$ 3,746	$ 1,893
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

Other Liabilities - Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Other Liabilities [Abstract]
Accrued interest payable	$ 35,637	$ 33,168
Contingent consideration	18,355	1,674
Operating lease liabilities	15,204	21,584
Taxes	10,948	7,286
General liability insurance reserve	12,926	12,937
Client deposits	11,516	16,521
Rebates due to retailers	11,432	12,693
Client refunds related to the Take 5 Matter	9,416	9,416
Employee medical self-insurance reserves	8,864	10,007
Liabilities held for sale	5,855	0
Holdbacks	0	2,247
Other accrued expenses	12,862	5,640
Total other accrued expenses	$ 153,015	$ 133,173

Debt - Senior Secured Credit Facilities (Details) $ in Millions	Oct. 28, 2020 USD ($)
Debt Instrument [Line Items]
Debt instrument face value	$ 1,325.0
Letter of Credit [Member] \| Advantage Sales And Marketing Inc [Member] \| Bank Of America [Member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 400.0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Name Accounting Standards Codification
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-Paragraph 69B
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Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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Reference 8: http://www.xbrl.org/2003/role/exampleRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 1B
-Subparagraph (b)
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Paragraph 1B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1D
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Redeemable Noncontrolling Interests (Tables)

12 Months Ended

Dec. 31, 2023

Noncontrolling Interest [Abstract]

Summary of Changes in Redeemable Noncontrolling Interest

Changes in redeemable noncontrolling interest for the years ended December 31, 2023 and 2022, are as follows:


(in thousands)
Balance at January 1, 2022	$	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
Net income attributable to redeemable noncontrolling interests		301
Dividend distribution		(154	)
Deconsolidation of subsidiaries		(3,912	)
Foreign currency translation adjustment		19
Balance at December 31, 2023	$	—

Fair Value of Financial Instruments - Summary of Financial Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying amount	$ 1,897,455	$ 2,079,187
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	1,970,915	2,114,572
Term Loan Credit Facility [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying amount	1,149,057	1,298,500
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	1,221,012	1,372,125
Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying amount	743,000	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	745,223	736,517
Government Loans for COVID-19 Relief and Other [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying amount	5,398	5,687
Government Loans for COVID-19 Relief and 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	$ 4,680	$ 5,930

Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Nov. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
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		322,235,261	319,690,300
Contributions from noncontrolling interest			$ 5,200
Common stock, shares outstanding		322,235,261	319,690,300
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
Proceeds from sale of Equity Method Investments		$ 4,428	$ 0	$ 0
Authorized repurchase of common stock		$ 6,382	0	12,567
Executed open market purchases				58
Exercise price per share		$ 0.01
Reduction of minority interest				(209)
Repurchased shares		0
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.
Dividends		$ 0	0	0
Advantage Smollan Limited [Member]
Class of Stock [Line Items]
Equity method investment ownership percentage	60.00%	49.60%
Proceeds from sale of Equity Method Investments	$ 1,000
Series of Individually Immaterial Business Acquisitions [Member]
Class of Stock [Line Items]
Fair value of the noncontrolling interest of the acquisition			$ 1,000
Nonredeemable noncontrolling Interests
Class of Stock [Line Items]
Reduction of minority interest				235
Advantage Smollan Ltd [Member]
Class of Stock [Line Items]
Minority interest ownership percentage by parent	49.60%
Private Placement [Member]
Class of Stock [Line Items]
Number of warrants or rights outstanding		7,333,333	7,333,333
Public Warrants [Member]
Class of Stock [Line Items]
Number of warrants or rights outstanding		11,244,988	11,244,988
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		322,235,261	319,690,300
Authorized repurchase of common stock				100,000
Executed open market purchases		$ 6,400		$ 12,600
Remaining share repurchase availability		$ 81,100	$ 81,100
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		322,235,261	319,690,300
Common Class A [Member] \| Public Warrants [Member]
Class of Stock [Line Items]
Exercise price per share		$ 11.50	$ 11.50

Organization and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Cash and Cash Equivalents


	December 31,
	2023		2022		2021
(in thousands)
Cash and cash equivalents	$	126,479	$	120,715	$	164,622
Restricted cash		16,363		17,817		16,015
Total cash, cash equivalents and restricted cash	$	142,842	$	138,532	$	180,637

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,
	2023		2022		2021
(in thousands)
Sales brand-centric services	$	1,362,612	$	1,364,673	$	1,292,639
Sales retail-centric services		1,082,403		1,142,344		1,031,245
Total sales revenues		2,445,015		2,507,017		2,323,884
Marketing brand-centric services		545,243		559,218		554,447
Marketing retail-centric services		1,234,588		983,507		723,967
Total marketing revenues		1,779,831		1,542,725		1,278,414
Total revenues	$	4,224,846	$	4,049,742	$	3,602,298

Schedule I - Condensed Parent Only Financial Information - Condensed Balance Sheets (Parenthetical) (Details) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Common stock, shares authorized	3,290,000,000	3,290,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	322,235,261	319,690,300
Common stock, shares outstanding	322,235,261	319,690,300
Treasury Stock, Common, Shares	3,600,075	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	322,235,261	319,690,300
Common stock, shares outstanding	322,235,261	319,690,300
Treasury Stock, Common, Shares	3,600,075	1,610,014

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Summary of Reconciliation of Basic and Diluted Net Earnings (Loss) 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)	2023			2022			2021
Basic earnings per share computation:
Numerator:
Net (loss) income attributable to stockholders of Advantage Solutions Inc.	$	(63,258	)	$	(1,380,502	)	$	54,494
Denominator:
Weighted average common shares - basic		323,677,515			318,682,548			318,198,860
Basic (loss) earnings per common share	$	(0.20	)		(4.33	)		0.17
Diluted earnings per share computation:
Numerator:
Net (loss) income attributable to stockholders of Advantage Solutions Inc.	$	(63,258	)	$	(1,380,502	)	$	54,494
Denominator:
Weighted average common shares outstanding		323,677,515			318,682,548			318,198,860
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		323,677,515			318,682,548			321,004,756
Diluted (loss) earnings per common share	$	(0.20	)	$	(4.33	)	$	0.17

Organization and Significant Accounting Policies - Cash And Cash Equivalents (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 126,479	$ 120,715	$ 164,622
Restricted cash	16,363	17,817	16,015
Total cash, cash equivalents and restricted cash	$ 142,842	$ 138,532	$ 180,637	$ 219,966

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Commitments And Contingencies [Line Items]
Surety bonds outstanding	$ 1,897,455
Surety Bond [Member]
Commitments And Contingencies [Line Items]
Surety bonds outstanding	$ 16,000	$ 16,000

- Definition

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

+ References + Details

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consist of the following:



	December 31
(in thousands)	2023			2022
Software	$	121,403		$	129,329
Computer hardware		61,067			55,736
Leasehold improvements		19,222			20,860
Furniture, fixtures, and other		4,995			10,473
Total property and equipment		206,687			216,398
Less: accumulated depreciation		(132,777	)		(145,500	)
Total property and equipment, net	$	73,910		$	70,898

Organization and Significant Accounting Policies - Property Plant And Equipment Useful Lives (Parenthetical) (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Period over which internal use developed software costs are amortised	5 years	5 years	5 years

Prepaid Expenses and Other Assets - Schedule of other Noncurrent assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating lease right-of-use assets	$ 35,765	$ 61,744
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Total other assets	Total other assets
Total other assets	$ 46,461	$ 119,522
Other Noncurrent Assets [Member]
Interest rate caps	65	47,493
Deposits	3,642	4,596
Workers' compensation receivable	3,941	3,525
Other long-term assets	3,048	2,164
Total other assets	$ 46,461	$ 119,522

Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2023

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, 2023, and 2022, 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, 2023, and 2022, the contingent consideration liabilities are Level 3 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, 2023
(in thousands)	Fair Value		Level 1		Level 2		Level 3
Assets measured at fair value
Derivative financial instruments	$	26,344	$	—	$	26,344	$	—
Total assets measured at fair value	$	26,344	$	—	$	26,344	$	—
Liabilities measured at fair value
Warrant liability	$	667	$	—	$	667	$	—
Contingent consideration liabilities		18,472		—		—		18,472
Total liabilities measured at fair value	$	19,139	$	—	$	667	$	18,472


	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

Interest Rate Cap Agreements

The Company had interest rate cap and interest rate collar contracts with an aggregate notional value of principals of $650.0 million as of December 31, 2023 and 2022 from various financial institutions to manage the Company’s exposure to interest rate movements on variable rate credit facilities. On April 3, 2023, the Company entered into two interest rate collar contracts in an aggregate notional amount of $300.0 million with a maturity date of April 5, 2026 to manage the Company's exposure to potential interest rate increases that may result from fluctuation in SOFR.

The fair value of the Company's outstanding interest rate caps and collars of $26.3 million and $47.5 million were included in “Prepaid expenses and other current assets” and “Other assets” in the Consolidated Balance Sheets as of December 31, 2023 and 2022, 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, 2023, 2022, and 2021, the Company recognized interest income of $7.7 million, $43.8 million and $8.3 million, respectively, related to changes in the fair value of its derivative instruments.

Warrant Liability

The estimated fair value of the liability is recorded using sufficient observable information 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 $0.3 million, 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 years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, and 2022, 7,333,333 private placement warrants remained outstanding at a fair value of $0.7 million and $1.0 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, 2023
Term Loan Facility	$	1,149,057	$	1,221,012
Notes		743,000		745,223
Government loans for COVID-19 relief and other		5,398		4,680
Total long-term debt	$	1,897,455	$	1,970,915


(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 and other		5,687		5,930
Total long-term debt	$	2,079,187	$	2,114,572

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

Acquisitions, Divestitures and Deconsolidation (Tables)

12 Months Ended

Dec. 31, 2023

Business Acquisition [Line Items]

Schedule of Disposal Group's Assets and Liabilities

The following table presents the carrying amounts of the major classes of the disposal group's assets and liabilities as of December 31, 2023:


(in thousands)	December 31, 2023
Carrying amounts of major classes of assets
Accounts receivable	$	13,095
Prepaid and other current assets		2,128
Total current assets		15,223
Property and equipment		1,043
Goodwill		15,200
Other intangibles		12,719
Other noncurrent assets		1,122
Total assets	$	45,307
Carrying amounts of major classes of liabilities
Accounts payable	$	1,555
Accrued compensation and benefits		1,475
Other accrued expenses		466
Deferred revenues		1,810
Other noncurrent liabilities		549
Total liabilities	$	5,855

Total net assets of the disposal group classified as held for sale	$	39,452

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

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
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Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section 45
-Paragraph 11
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//1943274/2147483499/205-20-50-4A

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-3

+ Details

Goodwill and Intangible Assets - Schedule of intangible assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-lived Intangible Assets [Roll Forward]
Gross Carrying Value	$ 2,427,572	$ 2,593,311
Accumulated Amortization	1,498,938	1,390,808
Net Carrying Value	928,634	1,202,503
Indefinite-lived Intangible Assets [Roll Forward]
Indefinite-Lived Intangible Assets (Excluding Goodwill)	1,480,000	1,480,000
Indefinite-Lived Trade Names	651,500	695,000
Intangible Assets, Gross (Excluding Goodwill)	3,907,572	4,073,311
Other Intangible Assets Accumulated Amortization	1,498,938	1,390,808
Indefinite Lived Trade Names Impairment Charges	828,500	785,000
Intangible Assets Impairement Charges	828,500	785,000
Intangible Assets, Net (Including Goodwill)	$ 1,580,134	$ 1,897,503
Client relationships [Member]
Finite-lived Intangible Assets [Roll Forward]
Weighted Average Useful Life	14 years	14 years
Gross Carrying Value	$ 2,335,872	$ 2,488,802
Accumulated Amortization	1,444,375	1,338,381
Net Carrying Value	$ 891,497	$ 1,150,421
Trade names [Member]
Finite-lived Intangible Assets [Roll Forward]
Weighted Average Useful Life	10 years	10 years
Gross Carrying Value	$ 88,600	$ 97,009
Accumulated Amortization	53,493	47,986
Net Carrying Value	$ 35,107	$ 49,023
Developed technology [Member]
Finite-lived Intangible Assets [Roll Forward]
Weighted Average Useful Life	7 years	6 years
Gross Carrying Value	$ 3,100	$ 7,500
Accumulated Amortization	1,070	4,441
Net Carrying Value	$ 2,030	$ 3,059

Stock-Based Compensation and Other Benefit Plans - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2018	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2014
Weighted Average Grant Date Fair Value, Granted	$ 300
Share-Based Payment Arrangement, Expense	$ 42,880,000	$ 39,825,000	$ 39,412,000
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Defined Benefit Plan, Plan Assets, Contributions by Employer	$ 13,700,000	$ 13,300,000	12,500,000
Selling, General and Administrative Expenses [Member]
Share-Based Payment Arrangement, Expense	$ 1,100,000	4,100,000	15,000,000
2020 incentive award plan member
Vesting period	3 years
Share-Based Payment Arrangement, Expense	$ 39,212,000	$ 36,933,000	$ 39,298,000
Unrecognized compensation expense	$ 6,200,000
Weighted-average period	3 years 7 months 6 days
Intrinsic value of all outstanding options	$ 6,900,000
Common stock, par or stated value per share	$ 3.62
Total intrinsic value of stock options exercised	$ 100,000
Shares issued under 2020 Incentive Award Plan and options exercised	0
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
Equity -based compensation , fair value end of measurement period	$ 46	$ 5	$ 143
Equity -based compensation ,numbers of units outstanding	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.
Equity -based compensation ,numbers of units outstanding	132,870	132,890
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]
Equity -based compensation ,numbers of units outstanding	18,395	25,095
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%				83.20%
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] \| Subsequent Event [Member]
Percentage of performance objective applicable to Revenue objective					150.00%
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	16,186,632
Vesting period	3 years
Weighted Average Grant Date Fair Value, Granted	$ 2.02
Equity -based compensation , fair value end of measurement period	$ 2.92	$ 5.91
Equity -based compensation ,numbers of units outstanding	18,238,623	9,576,760
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount	$ 39,400,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period	2 years 2 months 12 days
Employee Stock Option
Number of shares, Granted	17,375,000
Weighted Average Grant Date Fair Value, Granted	$ 6
Equity -based compensation , fair value end of measurement period	$ 6	$ 3.92
Equity -based compensation ,numbers of units outstanding	17,375,000	2,115,664
Weighted-average period	9 years 1 month 6 days
Shares issued under 2020 Incentive Award Plan and options exercised	390,000

Other Liabilities

12 Months Ended

Dec. 31, 2023

Other Liabilities Disclosure [Abstract]

Other Liabilities

6. Other Liabilities

Other accrued expenses consist of the following:


	December 31,
	2023		2022
(in thousands)
Accrued interest payable	$	35,637	$	33,168
Contingent consideration		18,355		1,674
Operating lease liabilities		15,204		21,584
Taxes		10,948		7,286
General liability insurance reserve		12,926		12,937
Client deposits		11,516		16,521
Rebates due to retailers		11,432		12,693
Client refunds related to the Take 5 Matter		9,416		9,416
Employee medical self-insurance reserves		8,864		10,007
Liabilities held for sale		5,855		—
Holdbacks		—		2,247
Other accrued expenses		12,862		5,640
Total other accrued expenses	$	153,015	$	133,173

Other long-term liabilities consist of the following:


	December 31,
	2023		2022
(in thousands)
Operating lease liabilities	$	35,441	$	56,371
Workers' compensation		35,025		32,377
Contingent consideration		117		18,660
Other long-term liabilities		5,664		3,146
Total other long-term liabilities	$	76,247	$	110,554

Under the workers’ compensation programs, the estimated liability for claims incurred but unpaid at December 31, 2023 and 2022 were $63.0 million and $57.2 million, respectively. These amounts include reported claims as well as claims incurred but not reported. As of December 31, 2023, $28.0 million and $35.0 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, 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. In connection with its deductible limits, the Company has standby letters-of-credit in the amount of $44.1 million and $44.5 million as of December 31, 2023 and 2022, respectively, and $16.0 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 15, 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 social security taxes in April 2020. The Company repaid $23.8 million and $24.0 million during the years ended December 31, 2022 and December 31, 2021, respectively, and as a result of such payments, no payments were made during the year ended December 31, 2023 and no amounts were owed as of December 31, 2023.

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 $10.4 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, 2023, the maximum potential payment outcomes were $50.9 million.

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


	December 31,
(in thousands)	2023			2022
Beginning of the period	$	20,334		$	58,366
Fair value of acquisitions		—			510
Changes in fair value		10,362			4,774
Payments		(11,941	)		(42,711	)
Foreign exchange translation effects		(283	)		(605	)
End of the period	$	18,472		$	20,334

Debt - Summary of Future Minimum Principal Payments on Long-term Debt (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Debt Disclosure [Abstract]
2024	$ 13,580
2025	13,760
2026	13,764
2027	1,109,811
2028	743,557
Thereafter	2,983
Total future minimum principal payments	$ 1,897,455

- Definition

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

+ References + Details

Redeemable Noncontrolling Interests

12 Months Ended

Dec. 31, 2023

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interests

17. Redeemable Noncontrolling Interests

The Company was an indirect party to a put and call option agreement with respect to the common securities that represent the remaining noncontrolling interest from a then majority-owned subsidiary, which was established through a then 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 noncontrolling 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. As part of the ASL Transaction, the Company no longer has a carrying value of the redeemable noncontrolling interest as of December 31, 2023.

Changes in redeemable noncontrolling interest for the years ended December 31, 2023 and 2022, are as follows:


(in thousands)
Balance at January 1, 2022	$	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
Net income attributable to redeemable noncontrolling interests		301
Dividend distribution		(154	)
Deconsolidation of subsidiaries		(3,912	)
Foreign currency translation adjustment		19
Balance at December 31, 2023	$	—

During the year ended December 31, 2022, the Company, through its then majority owned international joint venture, acquired one sales business which included a put option exercisable by the 20% shareholder that allowed 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 was outside of the Company’s control, the estimated value of the 20% noncontrolling interest was 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 was estimated using Level 3 inputs based on unobservable inputs. As part of the ASL Transaction, the Company no longer has a carrying value of the redeemable noncontrolling interest as of December 31, 2023.

Prepaid Expenses and Other Assets - Schedule of prepaid and other current assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Total prepaid expenses and other current assets	$ 165,940	$ 149,476
Prepaid Expenses and Other Current Assets [Member]
Assets held for sale	45,307	4,959
Prepaid expenses	43,767	46,547
Inventory and supplies	29,731	78,273
Interest rate caps	26,279	0
Other receivables	10,898	6,604
Prepaid income taxes	2,889	7,385
Other current assets	7,069	5,708
Total prepaid expenses and other current assets	$ 165,940	$ 149,476

Subsequent Events - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Jan. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Repurchased shares		0
Common stock, shares purchased		322,235,261	319,690,300
Subsequent Event [Member]
Subsequent Event [Line Items]
Cash proceeds	$ 91.0
Percentage of ownership stake sold	7.50%

- Definition

Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.

+ References + Details

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of Present Value of Lease Payments for Remaining Lease Term


		December 31,
(in thousands)	Classification	2023		2022
Assets
Operating lease right-of-use assets	Other assets	$	35,766	$	61,072
Liabilities
Current operating lease liabilities	Other accrued expenses		15,204		21,584
Noncurrent operating lease liabilities	Other long-term liabilities		35,441		56,371
Total lease liabilities		$	50,645	$	77,955

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)	2023			2022			2021
Cash paid for operating lease liabilities	$	26,769		$	23,298		$	25,022
Right-of-use assets obtained in exchange for new operating lease obligations		18,187			31,007			19,869
Weighted-average remaining lease term		3.8 years			4.2 years			4.1 years
Weighted-average discount rate		9.7	%		8.6	%		7.7	%

Schedule of Maturities of Lease Liabilities

Maturities of lease liabilities as of December 31, 2023 were as follows:


(in thousands)
2024	$	18,567
2025		16,216
2026		11,829
2027		6,495
2028		3,795
Thereafter		4,966
Total lease payments	$	61,868
Less: imputed interest		(11,223	)
Present value of lease liabilities	$	50,645

Income Tax - Schedule of Uncertain Tax Positions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Beginning unrecognized tax benefits	$ 560	$ 563	$ 698
Increases for tax positions related to prior years	2,350	0	0
Decreaes due to lapsed statutes of limitations	(23)	(3)	(135)
Ending unrecognized tax benefits	$ 2,887	$ 560	$ 563

Organization and Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended	12 Months Ended
	Nov. 30, 2023	Oct. 01, 2023	Oct. 01, 2021	Oct. 28, 2020	Mar. 31, 2022	Dec. 31, 2023	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						$ 9,018	$ (18,896)	$ (8,222)
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						21,500	34,300	37,200
Unrecognised income tax position						2,887	560	563	$ 698
Pretax charges					$ 2,800
Effective tax rate recognized						2,200
Interest and penalties as components of tax expense						900	200	100
Unrecognized tax benefits						$ 2,887	$ 560	563	$ 698
Common stock, par value						$ 0.0001	$ 0.0001
Proceeds from sale of Equity Method Investments						$ 4,428	$ 0	0
Common stock, shares issued						322,235,261	319,690,300
Proceeds from Issuance of Common Stock						$ 2,248	$ 3,320	794
Gain on Deconsolidation						58,891	0	0
Stock-based compensation expense						42,880	39,825	39,412
Non-cash intangible asset impairment charge						43,500
Deferred tax liabilities						$ 201,997	$ 295,662
Advantage Smollan Limited [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from sale of Equity Method Investments	$ 1,000
Equity Method Investment, Ownership Percentage	60.00%					49.60%
Gain on Deconsolidation	$ 58,900
Advantage Smollan Ltd [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Subsidiary, Ownership Percentage, Parent	49.60%
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		23.20%	65.00%			0.00%
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		6.90%	33.30%			17.00%
Warrant [Member] \| ADV \| ADVWW
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Price Per Share (In Dollars Per Share)						$ 11.50	$ 11.50
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] \| 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						322,235,261	319,690,300
UNITED STATES [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Other comprehensive income foreign currency translation gain loss after tax						$ (200)	$ 7,300	$ 1,000
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		19.10%	23.80%
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		6.80%	41.60%
Impairment of indefinitely lived intangible assets							$ 91,800

Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2023

Summary of Financial Liabilities Measured on Recurring Basis


(in thousands)	Carrying Value		Fair Value (Level 2)
Balance at December 31, 2023
Term Loan Facility	$	1,149,057	$	1,221,012
Notes		743,000		745,223
Government loans for COVID-19 relief and other		5,398		4,680
Total long-term debt	$	1,897,455	$	1,970,915


(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 and other		5,687		5,930
Total long-term debt	$	2,079,187	$	2,114,572

Fair Value, Recurring [Member]

Summary of Financial Assets and Liabilities Measured on Recurring Basis


	December 31, 2023
(in thousands)	Fair Value		Level 1		Level 2		Level 3
Assets measured at fair value
Derivative financial instruments	$	26,344	$	—	$	26,344	$	—
Total assets measured at fair value	$	26,344	$	—	$	26,344	$	—
Liabilities measured at fair value
Warrant liability	$	667	$	—	$	667	$	—
Contingent consideration liabilities		18,472		—		—		18,472
Total liabilities measured at fair value	$	19,139	$	—	$	667	$	18,472


	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

Leases - Schedule of Present Value of Lease Payments for Remaining Lease Term (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
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	$ 35,765	$ 61,744
Liabilities
Operating Lease, Liability, Current	Other accrued expenses	Other accrued expenses
Current operating lease liabilities	$ 15,204	$ 21,584
Operating Lease, Liability, Noncurrent	Other long-term liabilities	Other long-term liabilities
Noncurrent operating lease liabilities	$ 35,441	$ 56,371
Total lease liabilities	50,645	77,955
Other Assets [Member]
Assets
Operating Lease, Right-of-Use Asset	35,766	61,072
Other Accrued Expenses [Member]
Liabilities
Current operating lease liabilities	15,204	21,584
Other Noncurrent Liabilities [Member]
Liabilities
Noncurrent operating lease liabilities	$ 35,441	$ 56,371

Stock-Based Compensation and Other Benefit Plans - Summary of PSU Activity (Details)	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted Average Grant Date Fair Value, Granted	$ 300
Performance Shares [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning balance \| shares	6,373,064
Number of shares, Granted \| shares	7,031,565
Number of shares, Distributed \| shares	(1,420,066)
Number of shares, Forfeited \| shares	1,476,009
PSU performance adjustment \| shares	(3,169,425)
Ending balance \| shares	7,339,129
Weighted Average Grant Date Fair Value, Beginning balance	$ 7.05
Weighted Average Grant Date Fair Value, Granted	2.03
Weighted Average Grant Date Fair Value, Distributed	9.54
Weighted Average Grant Date Fair Value, Forfeited	5.44
Weighted Average Grant Date Fair Value, PSU performance adjustment	5.4
Weighted Average Grant Date Fair Value, Ending balance	$ 2.6

Other Liabilities - Summary of the Changes in the Carrying Value of the Contingent Consideration Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Other Liabilities [Abstract]
Beginning of the period	$ 20,334	$ 58,366
Fair value of acquisitions	0	510
Changes in fair value	10,362	4,774
Payments	(11,941)	(42,711)
Foreign exchange translation effects	(283)	(605)
End of the period	$ 18,472	$ 20,334

Prepaid Expenses and Other Assets

12 Months Ended

Dec. 31, 2023

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)	2023		2022
Assets held for sale	$	45,307	$	4,959
Prepaid expenses		43,767		46,547
Inventory and supplies		29,731		78,273
Interest rate caps		26,279		—
Other receivables		10,898		6,604
Prepaid income taxes		2,889		7,385
Other current assets		7,069		5,708
Total prepaid expenses and other current assets	$	165,940	$	149,476

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 assumptions about future demand and market conditions.

Other assets consist of the following:


	December 31,
(in thousands)	2023		2022
Operating lease right-of-use assets	$	35,765	$	61,744
Interest rate caps		65		47,493
Deposits		3,642		4,596
Workers' compensation receivable		3,941		3,525
Other long-term assets		3,048		2,164
Total other assets	$	46,461	$	119,522

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, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenues
Total revenues	$ 4,224,846	$ 4,049,742	$ 3,602,298
Long-Lived Assets
Total long-lived assets	73,910	70,898
North America [Member]
Revenues
Total revenues	3,694,470	3,562,168	3,153,768
Long-Lived Assets
Total long-lived assets	73,371	60,071
International [Member]
Revenues
Total revenues	530,376	487,574	$ 448,530
Long-Lived Assets
Total long-lived assets	$ 539	$ 10,827

- Definition

+ References

+ Details

Earnings Per Share - Summary of Reconciliation of Basic and Diluted Net Earnings (loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net Income (Loss)	$ (63,258)	$ (1,380,502)	$ 54,494
Weighted average common shares - basic	323,677,515	318,682,548	318,198,860
Basic (loss) earnings per common share	$ (0.2)	$ (4.33)	$ 0.17
Weighted average common shares outstanding	323,677,515	318,682,548	318,198,860
Performance Stock Units	0	0	1,998,848
Restricted Stock Units	0	0	559,649
Warrants	0	0	4,468
Employee stock purchase plan and stock options	0	0	242,931
Weighted average common shares - diluted	323,677,515	318,682,548	321,004,756
Diluted (loss) earnings per common share	$ (0.2)	$ (4.33)	$ 0.17

Equity

12 Months Ended

Dec. 31, 2023

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, 2023, there were 322,235,261 shares of Class A common stock legally issued and outstanding. At December 31, 2022, there were 319,690,300 shares of Class A common stock legally issued and outstanding.

Preferred stock—The Company is authorized to issue 10,000,000 shares of preferred stock with no par value of $0.0001 per share. At December 31, 2023 and 2022, 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 year ended December 31, 2023 and 2021, the Company executed open market purchases of $6.4 million and $12.6 million of the Company’s Class A common stock under the 2021 Share Repurchase Program. The Company did not make any repurchases during the year ended December 31, 2022. As a result of repurchases during the year ended December 31, 2023, there remains $81.1 million of share repurchase availability under the 2021 Share Repurchase Program as of December 31, 2023 and 2022.

In December 2023, the Company entered into a trading plan under Rule 10b5-1 of the Exchange Act authorizing the repurchase of shares of the Company’s Class A common stock. No stock repurchases were made pursuant to this plan for the year ended December 31, 2023.

Warrants—As of December 31, 2023 and 2022, 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 on November 27, 2020 and will expire on October 28, 2025, or earlier upon redemption or liquidation.

As of December 31, 2023 and 2022, 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 November 27, 2020, 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 equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 13
-Subparagraph (h)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Redeemable Noncontrolling Interests - Summary Of Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Noncontrolling Interest [Abstract]
Beginning Balance	$ 3,746	$ 1,893
Fair value at acquisition		1,987
Net income attributable to redeemable noncontrolling interests	301	215
Dividend distribution	(154)	(223)
Deconsolidation of subsidiaries	(3,912)
Foreign currency translation adjustment	19	(126)
Ending Balance	$ 0	$ 3,746

Related Parties

12 Months Ended

Dec. 31, 2023

Related Parties

14. Related Parties

Conyers Park

During the years ended December 31, 2023 and 2022, the Company had outstanding private placement warrants that allowed holders to purchase 7,333,333 shares of the Company’s common stock. Such private placement warrants were held by Conyers Park II Sponsor, LLC (“CP Sponsor”), a related party. Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share.

Investment in Unconsolidated Affiliates

Following the deconsolidation of ASL, the Company recorded the continuing investment in ASL at fair value of $91.9 million at the date of deconsolidation, within “Investments in unconsolidated affiliates.” For further details, see Note 2. Acquisitions, Divestitures and Deconsolidation. Transactions between the Company and ASL are considered to be related-party transactions from the date of deconsolidation. Subsequent to the deconsolidation of ASL, the Company recognized immaterial revenues, from ASL and as of December 31, 2023, Accounts receivables from ASL were immaterial.

During the years ended December 31, 2023, 2022, and 2021, the Company recognized revenues of $22.2 million, $14.3 million, and $18.1 million, respectively, from the parent company of an investment in unconsolidated affiliates. Accounts receivable from this client were $3.7 million and $1.7 million as of December 31, 2023 and 2022, 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 loan agreement with Topco consolidating all outstanding amounts under the prior agreements. Pursuant to such loan agreement Topco borrowed $6.0 million at an interest rate of 0.39% per annum. This loan matured on December 31, 2023 and was pre-payable at any time without penalty. During the first quarter of 2024, the parties entered into a new loan agreement for $6.3 million to refinance the matured loan. The loan bears interest at a rate of 10.09% per annum and matures on December 31, 2026. The loan is pre-payable at any time without penalty.

Other related parties

Beginning February 2023, an officer of the Company has served as a member of the board of directors of a client of the Company. The Company recognized revenues from such client of $4.4 million during the year ended December 31, 2023. Accounts receivable from this client were $0.6 million as of December 31, 2023.

Beginning July 2023, a member of the board of directors of the Company has served as an officer of a client of the Company. The Company recognized $3.3 million of revenues from such client during the year ended December 31, 2023. Accounts receivable from this client were $0.5 million as of December 31, 2023.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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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
-Topic 946
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Section 50
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Income Tax - Schedule of Components of (Benefit from) Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current tax expense
Federal	$ 27,317	$ 23,351	$ 22,085
State	10,635	8,148	7,667
Foreign	13,456	13,918	13,877
Total current tax expense	51,408	45,417	43,629
Deferred tax (benefit) expense
Federal	(61,431)	(129,055)	(16,007)
State	(15,917)	(59,512)	5,827
Foreign	(3,068)	(2,187)	168
Total deferred tax benefit	(80,416)	(190,754)	(10,012)
Total (benefit from) provision for income taxes	$ (29,008)	$ (145,337)	$ 33,617

Debt - Government Loans for COVID-19 Relief (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Apr. 18, 2023	Dec. 31, 2022	Dec. 28, 2021	May 25, 2020
Debt Instrument [Line Items]
Loan maturity date	Nov. 15, 2028
Loans	$ 1,897,455
Debt Instrument Due April 30, 2043 [Member]
Debt Instrument [Line Items]
Interest rate payable		1.70%
Loan maturity date		Apr. 30, 2043
Debt Instrument Due April 18 2026 [Member]
Debt Instrument [Line Items]
Interest rate payable		0.80%
Loan maturity date		Apr. 18, 2026
JAPAN
Debt Instrument [Line Items]
Loans	$ 5,300		$ 4,500
JAPAN \| Subsidiaries [Member]
Debt Instrument [Line Items]
Interest rate payable				1.25%
Loan maturity date				Dec. 31, 2036
JAPAN \| Debt Instrument Due December 24 2024 [Member] \| Subsidiaries [Member]
Debt Instrument [Line Items]
Interest rate payable				0.35%
Loan maturity date				Dec. 24, 2024
JAPAN \| Tranche One [Member]
Debt Instrument [Line Items]
Interest rate payable					1.82%
Loan maturity date					May 27, 2029
JAPAN \| Tranche Two [Member]
Debt Instrument [Line Items]
Interest rate payable					1.83%
Loan maturity date					Oct. 27, 2029

Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Oct. 28, 2020	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Apr. 03, 2023
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Fair Value Adjustment of Warrants		$ (286)	$ (21,236)	$ 955
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		$ 700	$ 1,000
Fair Value Adjustment of Warrants		300	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	650,000
Interest income		7,700	43,800	$ 8,300
Interest Rate Collar [Member]
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Derivative, notional amount					$ 300,000
Other 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		$ 26,300	$ 47,500

Segments and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023
Revenues	$	2,445,015		$	1,779,831		$	4,224,846
Depreciation and amortization	$	154,891		$	69,806		$	224,697
Income from unconsolidated investments	$	5,273		$	—		$	5,273
Operating income	$	38,443		$	37,747		$	76,190
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

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)	2023		2022		2021
Revenues
North America	$	3,694,470	$	3,562,168	$	3,153,768
International		530,376		487,574		448,530
Total revenues	$	4,224,846	$	4,049,742	$	3,602,298


	December 31,
(in thousands)	2023		2022
Long-Lived Assets
North America	$	73,371	$	60,071
International		539		10,827
Total long-lived assets	$	73,910	$	70,898

Acquisitions, Divestitures and Deconsolidation

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions, Divestitures and Deconsolidation

2. Acquisitions, Divestitures and Deconsolidation

2023 Foodservice Businesses Held for Sale

The Company has included businesses classified as held for sale within its continuing operations as their dispositions do not represent a strategic shift that will have a major effect on the Company’s operations and financial results.

As of December 31, 2023, certain assets and liabilities of a collection of foodservice businesses were classified as held for sale in “Prepaid expenses and other current assets” and “Other accrued expenses” on the Company's Consolidated Balance Sheet. The collection of foodservice businesses were sold during the first quarter of 2024. As part of the sale, the foodservice businesses were combined with an entity owned by the buyer, with the Company receiving approximately $91.0 million, less estimated working capital adjustments and an ongoing 7.5% stake in the entity with which the foodservice businesses will be combined.

The following table presents the carrying amounts of the major classes of the disposal group's assets and liabilities as of December 31, 2023:


(in thousands)	December 31, 2023
Carrying amounts of major classes of assets
Accounts receivable	$	13,095
Prepaid and other current assets		2,128
Total current assets		15,223
Property and equipment		1,043
Goodwill		15,200
Other intangibles		12,719
Other noncurrent assets		1,122
Total assets	$	45,307
Carrying amounts of major classes of liabilities
Accounts payable	$	1,555
Accrued compensation and benefits		1,475
Other accrued expenses		466
Deferred revenues		1,810
Other noncurrent liabilities		549
Total liabilities	$	5,855

Total net assets of the disposal group classified as held for sale	$	39,452

2023 Deconsolidation of ASL

On November 30, 2023 the Company reduced its equity interest in Advantage Smollan Limited (“ASL”), its European joint venture, from a majority interest of under 60% to a minority interest of 49.6% in exchange for $1.0 million in cash. The Company also removed certain participating rights with ASL related to capital allocation and certain of the Company’s decision making rights, resulting in a loss of control. Therefore, in accordance with Accounting Standards Codification 810 ("ASC 810"), Consolidation, ASL was deconsolidated from the Company’s consolidated financial statements. Effective December 1, 2023, the Company’s investment in ASL is accounted for under the equity method of accounting, with the investment reported in “Investments in unconsolidated affiliates” on the Consolidated Balance Sheets and equity income (loss) reported in “Income from unconsolidated investments” on the Consolidated Statements of Operations and Other Comprehensive (Loss) Income. Transactions between the Company and ASL are considered to be related-party transactions from the date of deconsolidation.

The fair value of the Company's continuing investment in ASL of $91.9 million was determined at the date of deconsolidation, recorded within “Investments in unconsolidated subsidiaries” on the Consolidated Balance Sheets and is assessed for impairment at each reporting period. The estimated fair value of the underlying business was determined based on a combination of the income and market approaches. The income approach utilizes estimates of discounted cash flows for the underlying business, which requires assumptions for growth rates, EBITDA margins, terminal growth rate, discount rate, and incremental net working capital, all of which require significant management judgment. The market approach applies market multiples derived from historical earnings data of selected guideline publicly traded companies. The Company compared a weighted average of the output from the income and market approaches to compute the fair value of ASL. 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 Note 1.) The difference between the carrying value of the assets and liabilities of ASL that were deconsolidated and the fair value of the continuing investment, as determined at the date of deconsolidation, was $58.9 million, before tax, and this gain on deconsolidation is reflected within the Company’s Consolidated Statements of Operations and Other Comprehensive (Loss) Income for the year ended December 31, 2023. As a result of the ASL deconsolidation, the Company determined a triggering event occurred for the sales indefinite-lived trade name and a non-cash intangible asset impairment charge of $43.5 million was recorded. As part of the Company derecognizing ASL, the Company attributed $18.2 million of the Sales reporting unit goodwill to that business, which was derecognized and reflected in the calculated gain on sale. The Company determined that the remaining Sales reporting unit goodwill was not impaired.

ASL is party to transactions with the Company and its consolidated subsidiaries entered into in the normal course of business; these transactions include corporate expenses for services benefiting ASL. Up to the date of the deconsolidation, these transactions were eliminated on consolidation and had no impact on the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income. After deconsolidating ASL, these transactions are treated as third-party transactions in the Company’s financial statements. The amount of these related-party transactions is included within Note 14, Related Parties.

2023 Divestitures

During the year ended December 31, 2023, the Company recognized a loss on the sale of businesses of $19.1 million, as a component of “Loss on divestitures” in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company determined the sale of the businesses did not meet the criteria for classification as discontinued operations. The Company received $21.1 million of proceeds, which are net of transaction fees and holdbacks.

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 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 (loss) 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 (loss) 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.

Acquisitions, Divestitures and Deconsolidation - 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, 2023
Liabilities
Goodwill arising from acquisitions	$ 887,949	$ 2,206,004	$ 855,391
2022 Acquisitions
Consideration:
Cash Consideration	74,206
Holdbacks	810
Fair value of contingent consideration	510
Total consideration	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 Consideration		42,668
Holdbacks		13,464
Fair value of contingent consideration		19,832
Total consideration		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

Prepaid Expenses and Other Assets (Tables)

12 Months Ended

Dec. 31, 2023

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)	2023		2022
Assets held for sale	$	45,307	$	4,959
Prepaid expenses		43,767		46,547
Inventory and supplies		29,731		78,273
Interest rate caps		26,279		—
Other receivables		10,898		6,604
Prepaid income taxes		2,889		7,385
Other current assets		7,069		5,708
Total prepaid expenses and other current assets	$	165,940	$	149,476

Schedule of Other Non Current Assets

Other assets consist of the following:


	December 31,
(in thousands)	2023		2022
Operating lease right-of-use assets	$	35,765	$	61,744
Interest rate caps		65		47,493
Deposits		3,642		4,596
Workers' compensation receivable		3,941		3,525
Other long-term assets		3,048		2,164
Total other assets	$	46,461	$	119,522

Property and Equipment - Schedule of property and equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 206,687	$ 216,398
Less: accumulated depreciation	(132,777)	(145,500)
Total property and equipment, net	73,910	70,898
Software [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	121,403	129,329
Computer hardware [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	61,067	55,736
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	19,222	20,860
Furniture, fixtures, and other [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 4,995	$ 10,473

Stock-Based Compensation and Other Benefit Plans - Schedule of Assumptions Used To Determine Fair Value (Details)	12 Months Ended
	Dec. 31, 2023 $ / shares
Grant date fair value	$ 300
Common Series D Units [Member]
Grant date fair value	$ 300
Dividend yield	0.00%
Expected volatility	67.00%
Risk-free interest rate	4.50%
Lack of marketability discount	31.00%
Expected term	1 year 4 months 24 days
Employee Stock Option
Grant date fair value	$ 6
Share price	$ 2.13
Dividend yield	0.00%
Expected volatility	40.00%
Risk-free interest rate	3.50%
Expected term	6 years 4 months 24 days

Stock-Based Compensation and Other Benefit Plans

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation and Other Benefit Plans

11. Stock-Based Compensation and Other Benefit Plans

The Company has nonqualified stock options, restricted stock units (“RSUs”), and performance restricted stock units (“PSUs”) under the Advantage Solutions Inc. 2020 Incentive Award Plan (the “Plan”). The Company’s RSUs and PSUs are expensed based on the fair value at the grant date. The Company recognized stock-based compensation expense and equity-based compensation expense associated with the Common Series C Units of Karman Topco L.P. as follows:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Restricted share-based unit awards	$	25,261	$	25,353	$	22,053
Other share-based awards		13,951		11,580		17,245
Total share-based compensation before tax		39,212		36,933		39,298
Tax benefit		8,812		7,883		6,558
Total share-based compensation expense included in net (loss) income	$	30,400	$	29,050	$	32,740

Performance Restricted Stock Units

Performance restricted stock units 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 as defined in the award agreements. Details for each aforementioned defined term for each grant have been provided in the table below.

During the first quarter of 2024, the Compensation Committee determined that the achievement of the performance objectives applicable to the PSU EBITDA 2023 and PSU Revenues 2023 objectives were 150.0% of Target Goals. The value of these PSU awards above the Target Goals remain subject to additional performance requirements (i.e., the above target performance must be maintained in 2024 and 2025) and service-based vesting conditions. The performance period for those PSU awards up to the Target Goals ended on December 31, 2023, but remain subject to service-based vesting conditions.

During the first quarter of 2023, the Compensation Committee determined that the achievement of the performance objective applicable to the PSU EBITDA 2022 objective did not meet the minimum threshold and the achievement of the performance objective applicable to the PSU Revenues 2022 objective was 83.2% of Target Goals. The performance period for those awards ended on December 31, 2022 but remain subject to service-based vesting conditions.

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. During the first quarter of 2024, the Compensation Committee determined that there was

no decline in performance with respect to PSU Revenues in 2022 and 2023 and as a result, an amount equal to approximately 9.2% of the target number of PSUs granted in January 2021 that were still outstanding in 2024 vested in January 2024.

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.


Measurement 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
2023		3,272,133		6,544,266		9,816,399	$	2.04	$	12,770,316	2.4 years
2022		484,441		484,441		484,441	$	5.37	$	731,378	1.4 years
2021		183,315		183,315		310,422	$	10.18	$	50,417	0.5 years

The following table summarizes the PSU activity for the year ended December 31, 2023:


	Performance Share Units			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2023		6,373,064		$	7.05
Granted		7,031,565		$	2.03
Distributed		(1,420,066	)	$	9.54
Forfeited		(1,476,009	)	$	5.44
PSU performance adjustment		(3,169,425	)	$	5.40
Outstanding at December 31, 2023		7,339,129		$	2.60

Restricted Stock Units

Restricted stock units 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, 2023, the following activities involving RSUs occurred under the Plan:


	Number of RSUs			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2023		9,576,760		$	5.91
Granted		16,186,632		$	2.02
Distributed		(4,799,010	)	$	5.56
Forfeited		(2,725,759	)	$	3.49
Outstanding at December 31, 2023		18,238,623		$	2.92

As of December 31, 2023, the total remaining unrecognized compensation cost related to RSUs amounted to $39.4 million, which will be amortized over the weighted-average remaining requisite service periods of 2.2 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 have 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. Topco has the option to repurchase Common Series C Units for cash.

The following table summarizes the activity in the Common Series C Units and Common Series C-2 Units for the year ended December 31, 2023:


	Common Series C			Common Series C-2
Outstanding at January 1, 2023		132,890			25,095
Forfeited		(20	)		(6,700	)
Outstanding at December 31, 2023		132,870			18,395

Common Series D Units

In 2014, Topco issued the Company 30,000 time-vested profit interests (“Common Series D Units”), which vested on a monthly basis over a five-year vesting period, to entities affiliated with one equity sponsor of Topco. The Company measured the fair value of the Common Series D Units quarterly throughout the five-year vesting period and recognized this cost ratably over the vesting period. There were no grants during the years ended December 31, 2023, 2022, and 2021. 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 $46, $5, and $143 per unit as of December 31, 2023, 2022, and 2021. 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 profit 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 for the year ended December 31, 2023:


Grant date fair value	$	300.00
Dividend yield		0.0	%
Expected volatility		67.0	%
Risk-free interest rate		4.5	%
Lack of marketability discount		31.0	%
Expected term	1.4 years

On December 31, 2023, there were 30,000 Common Series D Units outstanding. During the years ended December 31, 2023, 2022, and 2021, the Company recorded equity-based compensation expense of $1.1 million, gain of $4.1 million, and gain of $15.0 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, 2023, the following activities involving stock options occurred under the Plan:


	Stock Options			Weighted Average Exercise Price
Outstanding at January 1, 2023		2,115,664		$	3.92
Granted		17,375,000		$	6.00
Exercised		(390,000	)	$	2.24
Forfeited		(1,410,443	)	$	3.92
Cancelled/Expired		(315,221	)	$	5.99
Outstanding at December 31, 2023		17,375,000		$	6.00

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. The Company has consequently used the Staff Accounting Bulletin, or SAB 110, Simplified Method to calculate the expected term, which is the mid-point between the vesting period and the contractual term for each vesting-tranche. 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 continues 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 year ended December 31, 2023:


Share Price	$	2.13
Dividend yield		0.0	%
Expected volatility		40.0	%
Risk-free interest rate		3.5	%
Expected term		6.4 years

As of December 31, 2023, the Company had approximately $6.2 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 3.6 years. The weighted average remaining contractual term of all options outstanding as of December 31, 2023 was 9.1 years. The intrinsic value of all outstanding options as of December 31, 2023 was $6.9 million based on the market price of the Company's common stock of $3.62 per share. The total intrinsic value of stock options exercised during the year ended December 31, 2023 was $0.1 million. As of December 31, 2023, there were no stock options that were exercisable.

Employee Stock Purchase Plan

The Company provides compensation benefits to employees under the amended 2020 Employee Stock Purchase Plan, (the “ESPP”). 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, 2023, 2022, and 2021 were $13.7 million, $13.3 million, and $12.5 million, respectively.

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Summary Of Changes In Goodwill

Changes in goodwill for the years ended December 31, 2023 and 2022, are as follows:


	Sales			Marketing			Total
(in thousands)
Gross carrying amount as of January 1, 2022	$	2,144,771		$	713,233		$	2,858,004
Accumulated impairment charge		(652,000	)		—			(652,000	)
Balance at January 1, 2022		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
Measurement period adjustments		350			—			350
Divestitures		(2,727	)		—			(2,727	)
Foodservice businesses held for sale		(6,900	)		(8,300	)		(15,200	)
Deconsolidation of subsidiaries		(18,193	)		—			(18,193	)
Foreign exchange translation effects		3,212			—			3,212
Balance at December 31, 2023	$	189,407		$	665,984		$	855,391

Summary Of Intangible Assets

The following tables set forth information for intangible assets:


		December 31, 2023
(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	$	2,335,872	$	1,444,375	$	—	$	891,497
Trade names	10 years		88,600		53,493		—		35,107
Developed technology	7 years		3,100		1,070		—		2,030
Total finite-lived intangible assets(1)			2,427,572		1,498,938		—		928,634
Indefinite-lived intangible assets:
Trade names			1,480,000		—		828,500		651,500
Total other intangible assets		$	3,907,572	$	1,498,938	$	828,500	$	1,580,134


		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

Summary Of Estimated Future Amortization Expenses Of Intangible Assets

As of December 31, 2023, estimated future amortization expenses of the Company’s finite-lived intangible assets are as follows:


(in thousands)

2024	$	182,811
2025		177,061
2026		173,552
2027		171,862
2028		136,426
Thereafter		86,922
Total amortization expense	$	928,634

- Definition

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

+ References

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+ Details