What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-12 compared with 2024-08-09 · 207 added, 173 removed, 552 unchanged (41% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

(in thousands, except share data)

2 unchanged sentences

Restricted cash

Accounts receivable, net of allowance for expected credit losses from continuing operations of $ 16,054 and $ 29,294 respectively

Accounts receivable, net of allowance for expected credit losses of $ 16,532 and $ 29,294 , respectively

Prepaid expenses and other current assets

20 unchanged sentences

Commitments and contingencies (Note 10)

Equity attributable to stockholders of Advantage Solutions Inc.

Common stock, $ 0.0001 par value, 3,290,000,000 shares authorized;

323,020,596 and 322,235,261 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

320,418,083 and 322,235,261 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

Additional paid in capital

3 unchanged sentences

Treasury stock, at cost;

8,875,170 and 3,600,075 shares as of June 30, 2024 and December 31, 2023, respectively

12,400,075 and 3,600,075 shares as of September 30, 2024 and December 31, 2023, respectively

Total equity attributable to stockholders of Advantage Solutions Inc.

Noncontrolling interest

Nonredeemable noncontrolling interest

Total stockholders' equity

Total liabilities, noncontrolling interest, and stockholders’ equity

Total liabilities and stockholders' equity

See Notes to the Condensed Consolidated Financial Statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands, except share and per share data)

1 unchanged sentence

Selling, general, and administrative expenses

Impairment of goodwill

Impairment of goodwill and indefinite-lived assets

Depreciation and amortization

(Income) loss from unconsolidated investments

Loss from equity method investments

Total operating expenses

Operating (loss) income from continuing operations

Other (income) expenses:

Change in fair value of warrant liability

Other expenses (income):

Change in fair value of warrant liabilities

Interest expense, net

Total other expenses

Total other expenses, net

Loss from continuing operations before income taxes

Benefit from income taxes for continuing operations

Benefit from income taxes from continuing operations

Net loss from continuing operations

Net income (loss) from discontinued operations, net of tax

net income from continuing operations attributable to noncontrolling interest

net income (loss) from discontinued operations attributable to noncontrolling interest

Net (loss) income from discontinued operations, net of tax

net (loss) from continuing operations attributable to noncontrolling interest, net of tax

net (loss) from discontinued operations attributable to noncontrolling interest, net of tax

Net loss attributable to stockholders of Advantage Solutions Inc.

1 unchanged sentence

Basic loss per common share from continuing operations

Basic earnings (loss) per common share from discontinued operations

Basic (loss) earnings per common share from discontinued operations

Basic loss per common share attributable to stockholders of Advantage Solutions Inc.

1 unchanged sentence

Diluted loss per common share from continuing operations

Diluted earnings (loss) per common share from discontinued operations

Diluted (loss) earnings per common share from discontinued operations

Diluted loss per common share attributable to stockholders of Advantage Solutions Inc.

Weighted-average number of common shares:

Comprehensive (Loss) Income:

Comprehensive Loss:

Net loss attributable to stockholders of Advantage Solutions Inc.

Other comprehensive income, net of tax:

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments

4 unchanged sentences

Treasury Stock

Solutions Inc.

Comprehensive

Stockholders'

Noncontrolling

Stockholders'

(in thousands, except share data)

Income (Loss)

Balance at April 1, 2024

Comprehensive (loss) income

Balance at July 1, 2024

Comprehensive loss

Foreign currency translation adjustments

Total comprehensive (loss) income

Total comprehensive loss

Interest on loans to Karman Topco L.P.

1 unchanged sentence

Equity-based compensation of Karman Topco L.P.

Shares issued under 2020 Employee Stock Purchase Plan

Payments for taxes related to net share settlement under 2020 Incentive Award Plan

Shares issued under 2020 Incentive Award Plan

Sale of a business

Stock-based compensation expense

Balance at June 30, 2024

Treasury Stock

Balance at September 30, 2024

Solutions Inc.

Treasury Stock

Comprehensive

4 unchanged sentences

Income (Loss)

Balance at April 1, 2023

Comprehensive (loss) income

Balance at July 1, 2023

Comprehensive loss

Net (loss) income

Foreign currency translation adjustments

Total comprehensive (loss) income

Total comprehensive loss

Interest on loans to Karman Topco L.P.

Equity-based compensation of Karman Topco L.P.

Shares issued under 2020 Employee Stock Purchase Plan

Shares issued under 2020 Incentive Award Plan

Stock-based compensation expense

Balance at June 30, 2023

Balance at September 30, 2023

See Notes to the Condensed Consolidated Financial Statements.

Treasury Stock

Solutions Inc.

Treasury Stock

Comprehensive

17 unchanged sentences

Stock-based compensation expense

Balance at June 30, 2024

Balance at September 30, 2024

Solutions Inc.

17 unchanged sentences

Stock-based compensation expense

Balance at June 30, 2023

Balance at September 30, 2023

See Notes to the Condensed Consolidated Financial Statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) from discontinued operations, net of tax

Net (loss) income from discontinued operations, net of tax

Net loss from continuing operations

Adjustments to reconcile net loss to net cash provided by operating activities

Noncash interest income

Noncash interest income (expense)

Deferred financing fees related to repricing of long-term debt

Amortization of deferred financing fees

Impairment of goodwill

Impairment of goodwill and indefinite-lived assets

Depreciation and amortization

4 unchanged sentences

Stock-based compensation

Loss from unconsolidated investments

Distribution received from unconsolidated affiliates

Loss from equity method investments

Distribution received from equity method investments

Gain on repurchases of Senior Secured Notes and Term Loan Facility debt

Loss on disposal of property and equipment

Changes in operating assets and liabilities, net of effects from divestitures:

9 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of investment in unconsolidated affiliates

Purchase of investments in unconsolidated affiliates

Purchase of property and equipment

Proceeds from divestitures, net of cash

Proceeds from sale of investments in unconsolidated affiliates

Net cash provided by (used in) investing activities from continuing operations

25 unchanged sentences

SUPPLEMENTAL CASH FLOW INFORMATION

(Gain) loss on divestitures from discontinued operations

Gain on divestitures from discontinued operations

Noncash consideration for purchases of investments in unconsolidated affiliates

Noncash proceeds from divestitures

Purchase of property and equipment recorded in accounts payable and accrued expenses

10 unchanged sentences

The Condensed Consolidated Balance Sheet at December 31, 2023 was derived from the audited Consolidated Balance Sheet at that date and does not include all the disclosures required by GAAP.

In the opinion of management, all adjustments which are of a normal recurring nature and necessary for a fair statement of the results as of June 30, 2024 and for the three and six months ended June 30, 2024 and 2023 have been reflected in the condensed consolidated financial statements.

In the opinion of management, all adjustments which are of a normal recurring nature and necessary for a fair statement of the results as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023 have been reflected in the condensed consolidated financial statements.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2023 and the related footnotes thereto.

Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period.

Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period.

The Company has reorganized its portfolio of businesses into a new, simplified structure that more closely aligns its business capabilities with economic buyers.

35 unchanged sentences

The fair values of the Branded Agencies and Experiential Services reporting units exceeded their respective carrying values by less than 20 %.

During the three months ended June 30, 2024, the Company determined a triggering event occurred and an impairment assessment was warranted for the Branded Agencies reporting unit goodwill due to the pending sale of one of the businesses that comprised a substantial portion of the assets, liabilities and prospective cash flows of the Branded Agencies reporting unit.

As a result of the impairment test performed, the Company recognized a non-cash goodwill impairment charge of $ 99.7 million related to the Company's Branded Agencies reporting unit goodwill during the three months ended June 30, 2024, which has been reflected in “Impairment of goodwill” in the Condensed Consolidated Statements of Comprehensive (Loss) Income.

During the second quarter of fiscal year 2024, the Company determined a triggering event occurred and an impairment assessment was warranted for the Branded Agencies reporting unit goodwill due to the pending sale of one of the businesses that comprised a substantial portion of the assets, liabilities and prospective cash flows of the Branded Agencies reporting unit.

As a result of the impairment test performed, the Company recognized a non-cash goodwill impairment charge of $ 99.7 million related to the Company's Branded Agencies reporting unit goodwill during the nine months ended September 30, 2024, which has been reflected in “Impairment of goodwill and indefinite-lived assets” in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

As a result of this charge, an immaterial amount of goodwill remains in this reporting unit.

4 unchanged sentences

Advantage Trade Name intangible asset, that the Advantage Trade Name should be considered an entity-wide asset for reporting and impairment testing purposes.

As of January 1, 2024, the Company concluded there was a triggering event for an interim impairment assessment due to the change in unit of account of the indefinite-lived intangibles.

As of January 1, 2024, the Company concluded there was a triggering event for an interim impairment assessment due to the change in unit of account of the indefinite-lived intangible assets.

Based on the interim impairment assessment, the estimated fair value exceeded the carrying value by approximately 6 %, thus no impairment was recorded.

For the three months ended June 30, 2024, no events or circumstances were noted that would indicate a triggering event for the Company’s intangible assets with indefinite useful lives.

For the three and nine months ended September 30, 2024 , no events or circumstances were noted that would indicate a triggering event for the Company’s intangible assets with indefinite useful lives.

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 cash flows or other assumptions for the this intangible will not significantly decline from these projections.

There is no assurance that actual cash flows or other assumptions will not significantly decline from these projections.

Revenue Recognition

15 unchanged sentences

Disaggregated revenues were as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

9 unchanged sentences

Retailer Services

Retailer merchandising services

Retail merchandising services

Advisory services

4 unchanged sentences

Deferred revenues are recognized as revenues when the related services are performed for the client.

Revenues recognized during the three and six months ended June 30, 2024 that were included in Deferred revenues as of December 31, 2023 were $ 3.5 million and $ 16.8 million, respectively.

Revenues recognized during the three and six months ended June 30, 2023 included in Deferred revenues as of December 31, 2022 were $ 4.4 million and $ 14.5 million, respectively.

Revenues recognized during the three and nine months ended September 30, 2024 that were included in Deferred revenues as of December 31, 2023 were $ 1.3 million and $ 18.1 million, respectively .

Revenues recognized during the three and nine months ended September 30, 2023 included in Deferred revenues as of December 31, 2022 were $ 3.4 million and $ 18.0 million, respectively.

Accounting Standards Recently Issued but Not Yet Adopted by the Company

6 unchanged sentences

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 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.

The standard is effective for the Company beginning in fiscal year 2024 and interim periods within fiscal year 2025 and it will be applied retrospectively to all periods presented.

The Company is currently evaluating the impact of ASU 2023-07 on the consolidated financial statements and related disclosures.

In March 2024, the Securities and Exchange Commission (“SEC”) adopted final climate-related disclosure rules under SEC Release Nos.

5 unchanged sentences

The Company is currently evaluating the impact of the rules on the consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

The standard is effective for the Company beginning in fiscal year 2026 and interim periods within fiscal year 2027, with early adoption permitted.

The new standard is expected to be applied prospectively, but retrospective application is permitted.

The Company is currently evaluating the impact of ASU 2024-03 on the consolidated financial statements and related disclosures.

Other new accounting pronouncements recently issued or newly effective were not applicable to the Company, did not have a material impact on the condensed consolidated financial statements or are not expected to have a material impact on the condensed consolidated financial statements.

1 unchanged sentence

Held for Sale

As of June 30, 2024 and December 31, 2023, the Company classified certain assets and liabilities as held for sale in the Condensed Consolidated Balance Sheets, primarily related to assets and liabilities to be disposed of by sale (“disposal groups”).

As of December 31, 2023, the Company classified certain assets and liabilities as held for sale in the Condensed Consolidated Balance Sheets, primarily related to assets and liabilities to be disposed of by sale (“disposal groups”).

The fair value of a disposal group, less any costs to sell, is assessed each reporting period it remains classified as held for sale and any remeasurement to the lower of carrying value or fair value less costs to sell is reported as an adjustment to the carrying value of the disposal group.

2 unchanged sentences

In 2023, the Company entered into an agreement to sell certain assets and liabilities (collectively, the “2023 Divestitures”).

The Company determined that the disposal groups did not meet the criteria for classification as discontinued operations as of June 30, 2023.

During the three and six months ended June 30, 2023, the Company recorded a loss of $ 1.2 million and $ 17.7 million, respectively, on divestitures as a component of “Net income (loss) from discontinued operations, net of tax” in the Condensed Consolid ated Statements of Operations and Comprehensive Loss.

The Company determined that the disposal groups did not meet the criteria for classification as discontinued operations as of September 30, 2023.

During the three and nine months ended September 30, 2023 , the Company recorded a loss of $ 2.6 million and $ 20.2 million, respectively, on divestitures as a component of “Net income (loss) from discontinued operations, net of tax” in the Condensed Consolid ated Statements of Operations and Comprehensive Loss.

2024 Divestitures

On January 31, 2024, the Company sold a collection of foodservice businesses, previously classified as held for sale (as current assets) as of December 31, 2023.

On January 31, 2024, the Company sold a collection of foodservice businesses, previously classified as held for sale (as current assets) as of December 31, 2023 (collectively with the other businesses disposed during the nine months ended September 30, 2024, the “2024 Divestitures” ).

As part of the sale, the foodservice businesses were combined with an entity owned by the buyer, with the Company receiving approximately $ 91.0 million, subject to working capital adjustments and an ongoing 7.5 % interest in the combined business.

1 unchanged sentence

Upon the close of the transaction, the retained 7.5 % interest was recognized at fair value of $ 8.4 million, valued using unobservable inputs (i.e., Level 3 inputs), primarily discounted cash flow.

The investment is reported in “Investments in unconsolidated affiliates” on the Condensed Consolidated Balance Sheets and an immaterial amount of equity income (loss) reported in “Income from unconsolidated investments” on the Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2024.

The investment is reported in “Investments in unconsolidated affiliates” on the Condensed Consolidated Balance Sheets and an immaterial amount of equity income (loss) reported in “Income from equity method investments” on the Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2024.

Transactions between the Company and the combined foodservice entity are considered to be related-party transactions subsequent to the divesture.

During the three months ended June 30, 2024, the Company sold two agencies in the Branded Services segment, one agency in the Experiential Services segment and one agency in the Retailer Services segment (collectively the “ 2024 Divestitures”).

During the second quarter of 2024, the Company sold two agencies in the Branded Services segment, one agency in the Experiential Services segment and one agency in the Retailer Services segment (collectively with the other businesses disposed during the nine months ended September 30, 2024, the “2024 Divestitures”) .

The Company received $ 65.2 million including estimated working capital adjustments.

During the three and six months ended June 30, 2024, the Company recorded a gain from the 2024 Divestitures of $ 13.2 million and $ 70.2 million, respectively, as a component of “Net income (loss) from discontinued operations, net of tax” in the Condensed Consolid ated Statements of Operations and Comprehensive Loss.

Proceeds from the sales were classified as cash provided by investing activities from continuing operations in the Condensed Consolidated Statements of Cash Flows.

As of June 30, 2024, certain assets and liabilities of the Jun Group business were classified as held for sale.

On July 31, 2024, the Company completed the sale of the Jun Group business in exchange for proceeds of approximately $ 185.0 million less any adjustments.

The Company received approximately $ 130.0 million in cash upon completion of the sale.

As part of the purchase agreement, the buyer has agreed to remit the remaining consideration to the Company in two additional installments of $ 22.5 million ($ 27.5 million less $ 5 million estimated adjustments) and $ 27.5 million, 12 and 18 months , respectively, after the completion of the sale.

As part of the purchase agreement, the buyer has agreed to remit the remaining consideration to

the Company in two additional installments of $ 22.5 million ($ 27.5 million less $ 5 million estimated adjustments) and $ 27.5 million, 12 and 18 months , respectively, after the completion of the sale.

During the three and nine months ended September 30, 2024 , the Company recorded a gain from the 2024 Divestitures of $ 25.1 million and $ 95.3 million, respectively, as a component of “Net income (loss) from discontinued operations, net of tax” in the Condensed Consolid ated Statements of Operations and Comprehensive Loss.

Proceeds from the sales were classified as cash provided by investing activities from continuing operations in the Condensed Consolidated Statements of Cash Flows.

Discontinued Operations

The Company classifies a business that has been disposed of or is classified as held for sale as a discontinued operation when the criteria prescribed by the FASB Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements are met.

While the 2023 Divestitures did not previously qualify for presentation as discontinued operations, the Company concluded that, in the aggregate, the sales of these businesses along with the 2024 Divestitures and businesses held for sale as of June 30, 2024 (collectively, the “discontinued operations” that are all part of the divestiture plan) met the criteria for discontinued operations presentation as their dispositions represent a strategic shift that has had a major effect on the Company's operations and financial results.

As a result, each of these businesses has been reclassified to discontinued operations in the Condensed Consolidated Statements of Operations, Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows for all periods presented.

While the 2023 Divestitures did not previously qualify for presentation as discontinued operations, the Company concluded that, in the aggregate, the sales of these businesses along with the 2024 Divestitures (collectively, the “discontinued operations” that are all part of the divestiture plan) met the criteria for discontinued operations presentation as their dispositions represent a strategic shift that has had a major effect on the Company's operations and financial results.

As a result, each of these businesses has been reclassified to discontinued operations in the Condensed Consolidated Statements of Operations and Comprehensive Loss, Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows for all periods presented.

As part of the agreements for certain of the divestitures the Company has agreed to provide certain transitional services as detailed within respective transition services agreements for a period of time after sale.

Income and expenses related to these transitional services are immaterial and are reported in “Net loss from continuing operations” on the Condensed Consolidated Statements of Operations and Comprehensive Loss.

The following table presents the summarized balance sheets of discontinued operations.

The following table presents the summarized balance sheet of discontinued operations.

As of September 30, 2024, all businesses that were previously classified as discontinued operations had been fully divested.

(in thousands)

June 30, 2024

December 31, 2023

1 unchanged sentence

Cash and cash equivalents

Accounts receivable, net of allowance for expected credit losses of $ 418 and $ 2,834 , respectively

Accounts receivable, net of allowance for expected credit losses of $ 2,834

Prepaid and other current assets

15 unchanged sentences

The following table presents the summarized statements of operations of discontinued operations.

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

1 unchanged sentence

Selling, general, and administrative expenses

(Gain) loss on divestiture

Depreciation and amortization

(Gain) loss on divestitures

Total operating expenses

Operating income (loss) from discontinued operations

Operating income from discontinued operations

Other expenses:

Interest expense, net

Interest expense

Total other expenses

Income (loss) before income taxes from discontinued operations

(Benefit from) provision for income taxes from discontinued operations

Net income (loss) from discontinued operations, net of tax

net income (loss) from discontinued operations attributable to noncontrolling interest

Net income (loss) from discontinued operations attributable to stockholders of Advantage Solutions Inc.

Income before income taxes from discontinued operations

Provision for income taxes from discontinued operations

Net (loss) income from discontinued operations, net of tax

net income from discontinued operations attributable to noncontrolling interest, net of tax

Net (loss) income from discontinued operations attributable to stockholders of Advantage Solutions Inc.

Goodwill and Intangible Assets

6 unchanged sentences

Impairment charge

Balance at June 30, 2024

Accumulated impairment losses related to goodwill were $ 2.1 billion and $ 2.0 billion as of June 30, 2024 and December 31, 2023, respectively.

Foreign exchange translation effects

Balance at September 30, 2024

Accumulated impairment losses related to goodwill were $ 2.1 billion and $ 2.0 billion as of September 30, 2024 and December 31, 2023, respectively.

The following tables set forth information for intangible assets:

June 30, 2024

September 30, 2024

(amounts in thousands)

Weighted Average Useful Life

Gross Carrying

Impairment Charges

7 unchanged sentences

Weighted Average Useful Life

Gross Carrying

Impairment Charges

4 unchanged sentences

Total other intangible assets

Amortization of intangible assets was $ 44.2 million an d $ 47.0 million for the three months ended June 30, 2024 and 2023 , respectively, and $ 88.5 million and $ 94.0 million for the six months ended June 30, 2024 and 2023, respectively.

As of June 30, 2024, estimated future amortization expense of the Company’s finite-lived intangible assets are as follows:

Amortization of intangible assets was $ 44.5 million an d $ 46.9 million for the three months ended September 30, 2024 and 2023 , respectively, and $ 133.0 million and $ 140.9 million for the nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024, estimated future amortization expense of the Company’s finite-lived intangible assets are as follows:

(in thousands)

1 unchanged sentence

Total amortization expense

September 30,

(in thousands)

5 unchanged sentences

Long-term debt, net of current portion

As of June 30, 2024, the Company had $ 1.1 billion of debt outstanding under the Term Loan Facility (as defined below) and $ 665.5 million of debt outstanding under the Notes (both as defined in the Annual Report on Form 10-K filed March 1, 2024 for the year ended December 31, 2023 (the “2023 Annual Report”)) with maturity dates of October 28, 2027 and November 15, 2028 , respectively.

As of September 30, 2024, the Company had $ 1.1 billion of debt outstanding under the Term Loan Facility (as defined below) and $ 615.1 million of debt outstanding under the Notes (both as defined in the Annual Report on Form 10-K filed March 1, 2024 for the year ended December 31, 2023 (the “2023 Annual Report”)) with maturity dates of October 28, 2027 and November 15, 2028 , respectively.

In April 2024 (the “Third Lien Amendment Effective Date” ), the Company amended the Term Loan Facility to (i) reduce the applicable interest rate margin (a) from 4.50 % to 4.25 % for SOFR loans or (b) from 3.50 % to 3.25 % for base rate loans;

2 unchanged sentences

Interest on the Notes is payable semi-annually in arrears at a rate of 6.50 % per annum.

The Company was in compliance with all of its affirmative and negative covenants under the Term Loan Facility and Notes as of June 30, 2024 .

In addition, the Company is required to repay the principal under the Term Loan Facility in the greater amount of its excess cash flow, as such term is defined in the agreement governing the Term Loan Facility, or $ 13.3 million, per annum, in quarterly payments.

The Company made the minimum quarterly principal

payments of $ 3.3 million and $ 6.6 million during the three and six months ended June 30, 2024 and 2023, respectively.

The Company was in compliance with all of its affirmative and negative covenants under the Term Loan Facility and Notes as of September 30, 2024 .

In addition, the Company is required to repay the principal under the Term Loan

Facility in the greater amount of its excess cash flow, as such term is defined in the agreement governing the Term Loan Facility, or $ 13.3 million, per annum, in quarterly payments.

The Company made the minimum quarterly principal payments of $ 3.3 million and $ 9.9 million during the three and nine months ended September 30, 2024 and 2023, respectively.

No payments under the excess cash flow calculation were required in such periods.

1 unchanged sentence

Dollar LIBOR provisions with SOFR, effective June 30, 2023.

The Company voluntarily repurchased an aggregate of $ 26.5 million and $ 77.5 million principal amount of its Senior Secured Notes during the three and six months ended June 30, 2024, respectively.

The Company recognized a gain on the repurchase of the Senior Secured Notes of $ 2.4 million and $ 5.1 million for the three and six months ended June 30, 2024, respectively, as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

The Company voluntarily repurchased an aggregate of $ 52.4 million and $ 54.4 million principal amount of its Term Loan Facility during the three and six months ended June 30, 2023, respectively.

The Company recognized a gain on the repurchase of $ 4.7 million and $ 5.0 million for the three and six months ended June 30, 2023, respectively, as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

As of June 30, 2024, the Company had no borrowings under the Revolving Credit Facility (as defined in the 2023 Annual Report).

The Company voluntarily repurchased an aggregate of $ 50.4 million and $ 127.9 million principal amount of its Senior Secured Notes during the three and nine months ended September 30, 2024, respectively.

The Company recognized a gain on the repurchase of the Senior Secured Notes of $ 3.5 million and $ 8.6 million for the three and nine months ended September 30, 2024, respectively, as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

The Company voluntarily repurchased an aggregate of $ 29.8 million principal amount of its Term Loan Facility during the three and nine months ended September 30, 2024 .

The Company recognized a gain on the repurchases of $ 0.5 million for the three and nine months ended September 30, 2024 as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

The Company voluntarily repurchased an aggregate of $ 56.8 million and $ 111.2 million principal amount of its Term Loan Facility during the three and nine months ended September 30, 2023 , respectively.

The Company recognized a gain on the repurchases of an immaterial amount and $ 5.2 million for the three and nine months ended September 30, 2023, respectively, as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

As of September 30, 2024, the Company had no borrowings under its senior secured asset-based revolving credit facility in an aggregate principal amount of up to $ 500.0 million, subject to borrowing base capacity (as may be amended from time to time, the “Revolving Credit Facility”).

All borrowings under the Revolving Credit Facility are subject to the satisfaction of certain customary conditions.

9 unchanged sentences

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.

June 30, 2024

September 30, 2024

(in thousands)

3 unchanged sentences

Liabilities measured at fair value

Derivative financial instruments

Warrant liability

Contingent consideration liabilities

Total liabilities measured at fair value

9 unchanged sentences

Interest Rate Cap Agreements

The Company had interest rate cap and collar contracts with an aggregate notional value of principal of $ 950.0 million as of June 30, 2024 and December 31, 2023 from various financial institutions to manage the Company’s exposure to interest rate movements on variable rate credit facilities.

The Company had interest rate cap and collar contracts with an aggregate notional value of principal of $ 1,350.0 million and $ 950.0 million as of September 30, 2024 and December 31, 2023, respectively, from various financial institutions to manage the Company’s exposure to interest rate movements on variable rate credit facilities.

The interest rate cap and collar contracts will mature on December 16, 2024 and April 5, 2026, respectively.

The fair value of the Company’s outstanding interest rate caps and collars of $ 15.8 million and $ 26.3 million, respectively, were included in “Prepaid expenses and other current assets” and "Other assets" in the Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023, respectively, with changes in fair value recognized as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

During the three months ended June 30, 2024 and 2023, the Company recorded a gain o f $ 1.2 million and $ 11.4 million, respectively, within “ Interest expense , net, ” related to changes in the fair value of its derivative instruments.

During the six months ended June 30, 2024 and 2023 , the Company recorded a gain of $ 5.4 million and $ 9.5 million, respectively, within “ Interest expense , ” net, related to changes in the fair value of its derivative instruments.

Subsequent to June 30, 2024 the Company entered into two interest rate collar contracts with a notional value of principal of $ 200.0 million each.

In July 2024, the Company entered into two interest rate collar contracts with a notional value of principal of $ 200.0 million each.

The interest rate collar contracts are effective December 16, 2024 and will mature on April 5, 2027 and 2028.

As of September 30, 2024, the fair value of the Company’s outstanding interest rate caps and collars of $4.1 million was included in “Prepaid expenses and other current assets” and “Other long-term liabilities” in the Condensed Consolidated Balance Sheet.

As of December 31, 2023 the fair value of the Company’s outstanding interest rate caps and collars of $ 26.3 million was included in “Prepaid expenses and other current assets” and “Other assets” in the Condensed Consolidated Balance Sheet.

Changes in fair value of the Company's outstanding interest rate caps and collars are recognized as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

During the three months ended September 30, 2024 and 2023, the Company recorded a loss o f $ 3.7 million and a gain of $ 3.2 million, respectively, within “ Interest expense , net, ” related to changes in the fair value of its derivative instruments.

During the nine months ended September 30, 2024 and 2023 , the Company recorded a gain of $ 1.7 million and $ 12.6 million, respectively, within “ Interest expense , ” net, related to changes in the fair value of its derivative instruments.

Contingent Consideration Liabilities

1 unchanged sentence

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 Condensed Consolidated Statements of Operations and Comprehensive Loss.

As of June 30, 2024 , the maximum potential payment outcomes were $ 6.5 million .

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

September 30,

(in thousands)

6 unchanged sentences

Carrying Value

Balance at June 30, 2024

Balance at September 30, 2024

Term Loan Facility

9 unchanged sentences

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 $ 1.2 million and $ 1.1 million of revenues from such client during the three months ended June 30, 2024 and 2023, respectively.

The Company recognized $ 2.5 million and $ 2.0 million of revenues from such client during the six months ended June 30, 2024 and 2023, respectively.

Accounts receivable from this client were $ 0.7 million and $ 0.6 million as of June 30, 2024 and December 31, 2023, respectively.

The Company recognized $ 1.3 million and $ 1.2 million of revenues from such client during the three months ended September 30, 2024 and 2023, respectively.

The Company recognized $ 3.9 million and $ 3.2 million of revenues from such client during the nine months ended September 30, 2024 and 2023, respectively.

Accounts receivable from this client were $ 0.8 million and $ 0.6 million as of September 30, 2024 and December 31, 2023 , respectively.

Beginning February 2023, an officer of the Company has served as a member of the board of directors of a consultant of the Company.

The Company recognized $ 0.2 million of expense from such consultant during the three and nine months ended September 30, 2024.

The Company did no t owe any amounts to this consultant as of September 30, 2024 and 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 $ 2.3 million and $ 3.9 million of revenues from such client during the three and six months ended June 30, 2024, respectively.

Accounts receivable from this client were $ 0.4 million and $ 0.5 million as of June 30, 2024 and December 31, 2023, respectively.

The Company recognized $ 2.0 million and $ 5.9 million of revenues from such client during the three and nine months ended September 30, 2024 , respectively.

The Company recognized $ 4.0 million of revenues from such client during the three and nine months ended September 30, 2023.

Accounts receivable from this client were $ 0.1 million and $ 0.5 million as of September 30, 2024 and December 31, 2023, respectively.

Unconsolidated Affiliates

During the three months ended June 30, 2024 and 2023 , the Company recognized revenues of $ 4.8 million and $ 4.5 million, respectively, from transactions with unconsolidated affiliates.

During the six months ended June 30, 2024 and 2023, the Company recognized revenues of $ 11.3 million and $ 8.3 million, respectively, from transactions with unconsolidated affiliates.

Accounts receivable from transactions with unconsolidated affiliates were $ 1.1 million and $ 3.7 million as of June 30, 2024 and December 31, 2023 , respectively.

The Company’s effective tax rates were 13.3% and 14.7% for the three months ended June 30, 2024 and 2023, respectively.

During the three months ended September 30, 2024 and 2023 , the Company recognized revenues of $ 2.7 million and $ 6.9 million, respectively, from unconsolidated affiliates.

During the nine months ended September 30, 2024 and 2023 , the Company recognized revenues of $ 14.0 million and $ 15.2 million, respectively, from transactions with unconsolidated affiliates.

Accounts receivable from transactions with unconsolidated affiliates were $ 1.3 million and $ 3.7 million as of September 30, 2024 and December 31, 2023 , respectively.

The Company’s effective tax rates were 11.5 % and 18.2 % for the three months ended September 30, 2024 and 2023 , respectively.

The effective tax rate is based upon the estimated income or loss before taxes for the year, by jurisdiction, and adjusted for estimated permanent tax adjustments.

The difference in the Company’s effective tax rate versus the statutory tax rate is primarily due to additional tax expense from foreign operations, a benefit from the federal work opportunity tax credit ("WOTC") and the effect of a pretax loss.

The difference also includes additional tax expense during the three months ended June 30, 2024 due to a goodwill impairment which was treated as nondeductible and a difference in the stock based compensation windfall of $0.4 million for the three months ended June 30, 2024, as compared to a $0.9 million shortfall for the three months ended June 30, 2023.

The income tax benefit from discontinued operations was $ 2.4 million for the three months ended June 30, 2024.

The income tax expense from discontinued operations was $ 1.8 million for the three months ended June 30, 2023.

The Company’s effective tax rates were 16.9 % and 16.1 % for the six months ended June 30, 2024 and 2023, respectively.

The fluctuation in the Company’s effective tax rate was primarily due to $ 2.6 million of tax expense resulting from return to provision adjustments during the three months ended September 30, 2024 and a difference in the stock-based compensation shortfall of $ 0.3 million for the three months ended September 30, 2024, as compared to a $ 1.0 million shortfall for the three months ended September 30, 2023.

The Company’s effective tax rates were 15.9 % and 16.9 % for the nine months ended September 30, 2024 and 2023 , respectively.

The effective tax rate is based upon the estimated income or loss before taxes for the year, by jurisdiction, and adjusted for estimated permanent tax adjustments.

The difference in the Company's effective tax rate versus the statutory tax rate is primarily due to the additional tax expense from foreign operations, a benefit from WOTC and the effect of a pretax loss.

The difference also includes additional tax expense during the six months ended June 30, 2024 due to a goodwill impairment which the Company treated as nondeductible, a difference in the windfall of $ 1.1 million of stock based compensation for the six months ended June 30, 2024, as compared to a $ 3.2 million shortfall for the six months ended June 30, 2023, and the release of the valuation allowance of $ 1.1 million that was determined to be not necessary for the six months ended June 30, 2024.

Income tax expense from discontinued operations was $ 11.9 million and $ 1.3 million for the six months ended June 30, 2024 and 2023, respectively.

Income tax expense for the six months ended June 30, 2024 and 2023 was

impacted primarily by the sale of the divested entities and changes in the income (loss) before income taxes from discontinued operations.

The fluctuation in the Company’s effective tax rate was primarily due to additional tax expense during the nine months ended September 30, 2024 due to a goodwill impairment which the Company treated as nondeductible, $ 2.6 million of tax expense resulting from return to provision adjustments during the nine months ended September 30, 2024, a difference in the windfall of $ 0.8 million of stock-based compensation for the nine months ended September 30, 2024, as compared to a $ 4.1 million shortfall for the nine months ended September 30, 2023, and the release of the valuation allowance of $ 1.1 million on deferred tax assets that were determined to be realizable for the nine months ended September 30, 2024.

Income tax expense from discontinued operations was $ 29.5 million and $ 2.3 million for the three months ended September 30, 2024 and 2023, respectively.

Income tax expense for the three months ended September 30, 2024 and 2023 was impacted primarily by the sale of the divested entities and changes in the income (loss) before income taxes from discontinued operations.

Income tax expense from discontinued operations was $ 41.4 million and $ 3.6 million for the nine months ended September 30, 2024 and 2023, respectively.

Income tax expense for the nine months ended September 30, 2024 and 2023 was impacted primarily by the sale of the divested entities and changes in the income (loss) before income taxes from discontinued operations.

Effective January 1, 2024, the Company revised its reportable segments to align with the Company’s business strategy, and the manner in which the Chief Executive Officer, the Company's CODM, assesses the performance and makes decisions regarding the allocation of resources for the Company.

11 unchanged sentences

Branded Services

Retailer Services

Experiential Services

Three Months Ended June 30, 2024

Retailer Services

Three Months Ended September 30, 2024

Depreciation and amortization

Income from unconsolidated investments

Impairment of goodwill

Loss from equity method investments

Operating (loss) income from continuing operations

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Depreciation and amortization

Operating income from continuing operations

Operating (loss) income from continuing operations

(in thousands)

Branded Services

Retailer Services

Experiential Services

Six Months Ended June 30, 2024

Retailer Services

Nine Months Ended September 30, 2024

Impairment of goodwill and indefinite-lived assets

Depreciation and amortization

Loss from unconsolidated investments

Impairment of goodwill

Loss from equity method investments

Operating (loss) income from continuing operations

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Depreciation and amortization

Operating income from continuing operations

Restructuring

In the third quarter of 2024, the Company implemented restructuring plans as a result of the overall reorganization.

Voluntary Early Retirement Program

During the third quarter of fiscal year 2024, the Company offered a Voluntary Early Retirement Program (“VERP”) to certain eligible U.S.-based associates.

During the three and nine months ended September 30, 2024, the Company recorded $ 20.5 million of settlement charges and special termination benefits in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

2024 Restructuring Program (“2024 RIF”)

In September 2024, the Company announced a cost savings program to improve operational performance and align cost structures consistent with revenue levels associated with business changes, which includes employee termination benefits associated with a reduction-in-force expected to be completed in fiscal year 2024.

During the three and nine months ended September 30, 2024, the Company recorded $ 3.6 million of settlement charges and special termination benefits in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

As of September 30, 2024 , $ 21.1 million of the Company’s restructuring charges were included in “Other accrued expenses” in the Condensed Consolidated Balance Sheets.

(in thousands)

Three and Nine Months Ended September 30, 2024

Restructuring expenses:

Total restructuring expenses

The following table summarizes the Company’s restructuring activity:

(in thousands)

Balance at January 1, 2024

Cash payments

Balance at September 30, 2024

The following table summarizes the Company’s restructuring expense by segment:

(in thousands)

Three and Nine Months Ended September 30, 2024

Branded Services

Experiential Services

Retailer Services

Total restructuring expenses

Commitments and Contingencies

6 unchanged sentences

As a result of an investigation into that business in 2019 that identified certain misconduct, the Company terminated all operations of Take 5 in July 2019 and offered refunds to clients of collected revenues attributable to the period after the Company’s acquisition.

The Company refers to the foregoing as the "Take 5 Matter".

The Company voluntarily disclosed to the United States Attorney’s Office and the Federal Bureau of Investigation certain misconduct occurring at Take 5.

The Company refers to the foregoing as the “Take 5 Matter.” The Company voluntarily disclosed to the United States Attorney’s Office and the Federal Bureau of Investigation certain misconduct occurring at Take 5.

The Company intends to cooperate in this and any other governmental investigations that may arise in connection with the Take 5 Matter.

10 unchanged sentences

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

6 unchanged sentences

The Company’s Adjusted EBITDA margin and cash earnings relative to specified targets will be measured each year over the three-year period of 2024, 2025 and 2026, and an annual achievement percentage will be determined.

The annual achievement percentages for each of 2024, 2025 and 2026 will

be averaged following the completion of the three-year performance period to determine the final achievement percentage.

The annual achievement percentages for each of 2024, 2025 and 2026 will be averaged following the completion of the three-year performance period to determine the final achievement percentage.

In addition, the earned PSUs are subject to further adjustment depending on the Company’s performance against a specified peer group for total stockholder return during the three-year performance period.

4 unchanged sentences

The measurement period is based on the twelve months of the respective fiscal year.

The PSUs are sche duled 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 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.

During the six months ended June 30, 2024 , the Human Capital Committee determined that the achievement of the performance objectives applicable to the 2023 PSU EBITDA and 2023 PSU Revenues objectives were 150 % of Target Goals.

During the first quarter of fiscal year 2024 , the Human Capital Committee determined that the achievement of the performance objectives applicable to the 2023 PSU EBITDA and 2023 PSU Revenues objectives were 150 % 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, respectively) and service-based vesting conditions.

7 unchanged sentences

(in thousands, except share and per share data)

The following table summarizes the PSU activity for the six months ended June 30, 2024:

The following table summarizes the PSU activity for the nine months ended September 30, 2024:

Performance Share Units

3 unchanged sentences

PSU performance adjustment

Outstanding at June 30, 2024

Outstanding at September 30, 2024

Restricted Stock Units

1 unchanged sentence

RSUs are generally scheduled to vest over three years and are subject to the provisions of the agreement under the Plan.

During the six months ended June 30, 2024, the following activities involving RSUs occurred under the Plan:

During the nine months ended September 30, 2024, the following activities involving RSUs occurred under the Plan:

Number of RSUs

2 unchanged sentences

Outstanding at January 1, 2024

Outstanding at June 30, 2024

As of June 30, 2024 , the total remaining unrecognized compensation cost related to RSUs amounted to $ 30.7 million, which is expected to be amortized over the weighted-average remaining requisite service periods of 2.3 years.

Outstanding at September 30, 2024

As of September 30, 2024 , the total remaining unrecognized compensation cost related to RSUs amounted to $ 23.1 million, which is expected to be amortized over the weighted-average remaining requisite service periods of 2.2 years.

Stock Options

During the six months ended June 30, 2024, the following activities involving stock options occurred under the Plan:

During the nine months ended September 30, 2024, the following activities involving stock options occurred under the Plan:

Stock Options

Weighted Average Exercise Price

Weighted Average Remaining Contractual Life

Aggregate Intrinsic Value

Outstanding at January 1, 2024

Cancelled/Expired

Outstanding at June 30, 2024

As of June 30, 2024 , the Company had approximately $ 9.4 million of total unrecognized compensation expense related to stock options, net of forfeitures, which the Company expects to recognize over a weighted-average period of approximately 2.7 years.

The weighted average remaining contractual term of all options outstanding as of June 30, 2024 was 8.0 years.

The intrinsic value of all outstanding options as of June 30, 2024 was $ 4.8 million based on the market price of the Company's common stock of $ 3.22 per share.

There were no options exercised during the six months ended June 30, 2024 and 2023 .

Outstanding at September 30, 2024

Exercisable at September 30, 2024

As of September 30, 2024 , the Company had approximately $ 8.0 million of total unrecognized compensation expense related to stock options, net of forfeitures, which the Company expects to recognize over a weighted-average period of approximately 2.5 years.

There were no options exercised during the nine months ended September 30, 2024 and 2023.

Earnings Per Share

5 unchanged sentences

The following is a reconciliation of basic and diluted net earnings per common share:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands, except share and earnings per share data)

3 unchanged sentences

Net loss from continuing operations attributable to stockholders of Advantage Solutions Inc.

Net income (loss) from discontinued operations, net of tax

net income (loss) from discontinued operations attributable to noncontrolling interest

Net income from discontinued operations, net of tax

net income from discontinued operations attributable to noncontrolling interest

Net income (loss) from discontinued operations attributable to stockholders of Advantage Solutions Inc.

8 unchanged sentences

Net loss from continuing operations attributable to stockholders of Advantage Solutions Inc.

Net income (loss) from discontinued operations, net of tax

net income (loss) from discontinued operations attributable to noncontrolling interest

Net income from discontinued operations, net of tax

net income from discontinued operations attributable to noncontrolling interest

Net income (loss) from discontinued operations attributable to stockholders of Advantage Solutions Inc.

4 unchanged sentences

Diluted earnings (loss) per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc.

The Company had 18,578,321 warrants to purchase Class A common stock at $ 11.50 per share outstanding at June 30, 2024 and 2023, which have been excluded from the calculation of diluted earnings per common share, as the weighted average market price of the common stock during the three and six months ended June 30, 2024 and 2023 did not exceed the exercise price of the warrants.

The Company had 18,578,321 warrants to purchase Class A common stock at $ 11.50 per share outstanding at September 30, 2024 and 2023, which have been excluded from the calculation of diluted earnings per common share, as

the weighted average market price of the common stock during the three and nine months ended September 30, 2024 and 2023 did not exceed the exercise price of the warrants.

In accordance with the treasury stock method the weighted average shares outstanding assuming dilution include the incremental effect of stock-based awards, except when such effect would be antidilutive.

Stock-based awards of 15.6 million and 17.9 million weighted-average shares were outstanding for the three and six months ended June 30, 2024 , respectively, but were not included in the computation of diluted (loss) earnings per common share because the net loss position of the Company made them antidilutive.

Stock-based awards of 1.2 million and 1.7 million weighted-average shares were outstanding for the three and six months ended June 30, 2023 , respectively, but were not included in the

computation of diluted loss per common share because the net loss position of the Company made them antidilutive.

In addition, PSUs related to 6.0 million shares assuming achievement of the target level performance were outstanding for the six months ended June 30, 2024, but were not included in the computation of diluted loss per common share, as the performance targets were not yet met during the six months ended June 30, 2024.

PSUs related to an immaterial number of shares assuming achievement of the target level performance were outstanding for the six months ended June 30, 2023, but were not included in the computation of diluted (loss) earnings per common share, as the performance targets were not yet met during the six months ended June 30, 2023.

Subsequent Events

On July 31, 2024, the Company entered into an arrangement to voluntarily repurchase $ 10.0 million of its Term Loan Facility for $ 9.7 million.

From July 1, 2024 through August 8, 2024, the Company executed open market purchases of $ 12.2 million our Class A common stock under the 2021 Share Repurchase Program.

Stock-based awards of 13.9 million and 16.6 million weighted-average shares were outstanding for the three and nine months ended September 30, 2024, respectively, but were not included in the computation of diluted (loss) earnings per common share because the net loss position of the Company made them antidilutive.

Stock-based awards of 8.7 million and 4.0 million weighted-average shares were outstanding for the three and nine months ended September 30, 2023, respectively, but were not included in the computation of diluted loss per common share because the net loss position of the Company made them antidilutive.

In addition, PSUs related to 6.0 million shares assuming achievement of the target level performance were outstanding for the nine months ended September 30, 2024, but were not included in the computation of diluted loss per common share, as the performance targets were not yet met during the nine months ended September 30, 2024.

In addition, PSUs related to 7.3 million shares assuming achievement of the Target Goals were outstanding for the nine months ended September 30, 2023 , but were not included in the computation of diluted (loss) earnings per common share, as the performance targets were not yet met during the nine months ended September 30, 2023 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements