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

12 Months Ended

Dec. 31, 2022

Condensed Financial Information Disclosure [Abstract]

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

SCHEDULE I

ADVANTAGE SOLUTIONS INC.

CONDENSED REGISTRANT ONLY FINANCIAL INFORMATION

CONDENSED BALANCE SHEETS


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

See Notes to Condensed Registrant Only Financial Statements

SCHEDULE I

ADVANTAGE SOLUTIONS INC.

CONDENSED REGISTRANT ONLY FINANCIAL INFORMATION

CONDENSED STATEMENTS OF OPERATIONS


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

See Notes to Condensed Registrant Only Financial Statements

ADVANTAGE SOLUTIONS INC.

CONDENSED REGISTRANT ONLY FINANCIAL INFORMATION

NOTES TO THE CONDENSED REGISTRANT ONLY FINANCIAL STATEMENTS

1. Basis of Presentation

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

2. Debt Restrictions

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

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

The 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 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.