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

12 Months Ended

Dec. 31, 2020

Condensed Financial Information Disclosure [Abstract]

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

SCHEDULE I

ADVANTAGE SOLUTIONS INC.

CONDENSED PARENT ONLY FINANCIAL INFORMATION

OF ADVANTAGE SOLUTIONS INC.

CONDENSED BALANCE SHEETS


	December 31,
(in thousands, except share data)	2020			2019
ASSETS
Investment in subsidiaries	$	2,443,067		$	1,577,799

Total assets	$	2,443,067		$	1,577,799

LIABILITIES AND STOCKHOLDERS’ EQUITY
Equity attributable to stockholders of Advantage Solutions Inc.
Common stock $0.0001 par value, 3,290,000,000 shares authorized; 318,425,182 and 203,750,000 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively		31			23
Additional paid-in capital		3,356,417			2,337,468
Accumulated deficit		(907,734	)		(745,295	)
Loans to Karman Topco L.P.		(6,316	)		(6,244	)
Accumulated other comprehensive income (loss)		669			(8,153	)

Total equity attributable to stockholders of Advantage Solutions Inc.		2,443,067			1,577,799
Equity attributable to noncontrolling interest		—			—

Total stockholders’ equity		2,443,067			1,577,799

Total liabilities and stockholders’ equity		2,443,067			1,577,799

See Notes to Condensed Financial Statements

SCHEDULE I

ADVANTAGE SOLUTIONS INC.

CONDENSED PARENT ONLY FINANCIAL INFORMATION

OF ADVANTAGE SOLUTIONS INC.

CONDENSED STATEMENTS OF OPERATIONS


	Year Ended December 31,
(in thousands)	2020		2019			2018
Revenues	$	—	$	—		$	—
Cost of revenues		—		—			—
Selling, general, and administrative expenses		—		—			—
Depreciation and amortization		—		—			—

Total expenses		—		—			—

Operating income		—		—			—
Interest expense, net		—		—			—

Income before income taxes and equity in net income of subsidiaries		—		—			—
Provision for income taxes		—		—			—

Net income before equity in net income of subsidiaries		—		—			—
Less: net income attributable to noncontrolling interests		—		—			—

Equity in net income (loss) of subsidiaries		96,954		(21,172	)		(1,157,332	)
Other comprehensive income (loss), net tax Equity in comprehensive income (loss) of Subsidiaries		8,822		5,497			(8,961	)

Total comprehensive income (loss)	$	105,776	$	(15,675	)	$	(1,166,293	)

See Notes to Condensed Financial Statements

ADVANTAGE SOLUTIONS INC.

CONDENSED PARENT ONLY FINANCIAL INFORMATION

OF ADVANTAGE SOLUTIONS INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

1. Basis of Presentation

In the parent company only financial statements, Advantage Solutions Inc.’s (“Parent”) investment in subsidiaries is stated at cost plus equity in undistributed earnings of the subsidiaries during the years ended December 31, 2020 and 2019. The accompanying condensed parent 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 Parent’s operating activities have no cash impact and there were no investing or financing cash flow activities during the years ended December 31, 2020, 2019, and 2018. This information should be read in conjunction with the accompanying Consolidated Financial Statements.

2. Debt Restrictions

Pursuant to the terms of the New Senior Secured Credit Facilities and the Notes discussed in Note 7,

Debt

, of the Notes to the Consolidated Financial Statements, the Parent’s subsidiaries have restrictions on their ability to pay dividends or make intercompany loans and advances to the Parent. Since the restricted net assets of the Parent’s subsidiaries exceed 25% of the consolidated net assets of the Parent and its subsidiaries, the accompanying condensed parent 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 New Term Loan Facility that are guaranteed by Karman Intermediate Corp. (“Holdings”) and all of the Borrower’s direct and indirect wholly owned material U.S. subsidiaries (subject to certain permitted exceptions) and Canadian subsidiaries (subject to certain permitted exceptions, including exceptions based on immateriality thresholders of aggregate assets and revenues of Canadian subsidiaries) (the “Guarantors”). The New 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 New 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 New Revolving Credit Facility), in each case, subject to other permitted liens.

The Borrower will be required to prepay the New 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 New 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 New 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.