What changed in this filing

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Item 1. Financial Statements

2021-05-17 compared with 2020-10-22 · 602 added, 1060 removed, 18 unchanged (99% of the section changed)

FINANCIAL STATEMENTS

CONYERS PARK II ACQUISITION

CONDENSED BALANCE SHEETS

September 30,

ADVANTAGE SOLUTIONS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

Current assets

Cash and cash equivalents

Prepaid expenses

Prepaid income taxes

Restricted cash

Accounts receivable, net of allowance for expected credit losses of $ 16,533 and $ 16,377 , respectively

Prepaid expenses and other current assets

Total current assets

Marketable securities held in Trust Account

$ 454,689,589

$ 454,109,579

Liabilities and Stockholders’

Property and equipment, net

Other intangible assets, net

Investments in unconsolidated affiliates

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable and accrued expenses

Accounts payable - related party

Current portion of long-term debt

Accounts payable

Accrued compensation and benefits

Other accrued expenses

Deferred revenue

Total current liabilities

Deferred underwriting commissions

Long-term debt, net of current portion

Deferred income tax liabilities, net

Warrant liability

Other long-term liabilities

Total liabilities

Commitments and contingencies

Class A common stock, $0.0001 par value;

500,000,000 shares authorized;

42,907,031 and 43,313,166 shares subject to possible redemption at September 30, 2020 and December 31, 2019, respectively

Stockholders’

Preferred stock, $0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Class A common stock, $0.0001 par value;

500,000,000 shares authorized;

2,092,969 and 1,686,834 shares issued and outstanding (excluding 42,907,031 and 43,313,166 shares subject to possible redemption) at September 30, 2020 and December 31, 2019, respectively

Class B common stock, $0.0001 par value;

50,000,000 shares authorized;

11,250,000 shares issued and outstanding

Commitments and contingencies (Note 10)

Redeemable noncontrolling interest

Equity attributable to stockholders of Advantage Solutions Inc.

Preferred stock, no par value, 10,000,000 shares authorized;

issued and outstanding as of March 31, 2021 and December 31, 2020, respectively

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

318,449,966 and 318,425,182 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively

Additional paid in capital

(Accumulated deficit) / retained earnings

Accumulated deficit

Loans to Topco

Accumulated other comprehensive (loss) income

Total equity attributable to stockholders of Advantage Solutions Inc.

Nonredeemable noncontrolling interest

Total stockholders’ equity

Total liabilities and stockholders' equity

$ 454,689,589

$ 454,109,579

The accompanying notes are an integral

part of these unaudited condensed financial statements.

CONYERS PARK II ACQUISITION

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

For the Period From

For The Three Months Ended

(inception) Through

September 30,

General and administrative expenses

State franchise taxes

Loss from operations

Other income:

Interest income earned on cash equivalents and marketable securities held in Trust Account

Income before income tax (benefit) / expense

Income tax benefit / (expense)

Net income / (loss)

$ (4,980,376 )

$ (4,061,354 )

Weighted average shares outstanding of Class A common stock

Basic and diluted net income / (loss) per share, Class A

Weighted average shares outstanding of Class B common stock

Basic and diluted net income / (loss) per share, Class B

The accompanying notes are an integral part

of these unaudited condensed financial statements.

CONYERS PARK II ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’

For the Three and Nine Months Ended September 30, 2020

Class A Common Stock

Class B Common Stock

Total liabilities, redeemable noncontrolling interest, and stockholders’ equity

See Notes to the Condensed Consolidated Financial Statements.

ADVANTAGE SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Three Months Ended

(in thousands, except share and per share data)

Cost of revenues (exclusive of depreciation and amortization

shown separately below)

Selling, general, and administrative expenses

Depreciation and amortization

Total expenses

Operating income

Other expenses:

Change in fair value of warrant liability

Interest expense, net

Total other expenses

Income (loss) before income taxes

Provision for income taxes

net loss attributable to noncontrolling interest

Net loss attributable to stockholders of Advantage Solutions Inc.

Other comprehensive loss, net of tax:

Foreign currency translation adjustments

Total comprehensive loss attributable to stockholders of Advantage Solutions Inc.

Net loss per common share:

Basic and diluted

Weighted-average number of common shares:

Basic and diluted

See Notes to the Condensed Consolidated Financial Statements.

ADVANTAGE SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Solutions Inc.

Nonredeemable

Comprehensive

Stockholders’

Balance as of December 31, 2019

Common stock subject to possible redemption

Balance as of March 31, 2020

Common stock subject to possible redemption

Balance as of June 30, 2020

Common stock subject to possible redemption

Balance as of September 30, 2020

$ (1,592,213 )

For the Period From May 2, 2019 (inception) Through September 30, 2019

Class A Common Stock

Class B Common Stock

noncontrolling

Stockholders’

Blance as of May 2, 2019 (inception)

Issuance of Class B common stock to Sponsor

Balance as of June 30, 2019

Sale of Units in Initial Public Offering

Sale of 7,333,333 Private Placement Warrants to Sponsor

Offering costs

(25,362,474 )

Forfeiture of Class B common stock

Shares subject to possible redemption

(43,182,374 )

(431,819,422 )

(431,823,740 )

Balance as of September 30, 2019

The accompanying notes are an integral part

of these unaudited condensed financial statements.

CONYERS PARK II ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

For the Period

From May 2, 2019

(inception) Through

September 30,

Income (Loss)

Balance at January 1, 2021

Comprehensive loss

Foreign currency translation adjustments

Total comprehensive loss

Loans to Topco

Equity-based compensation of Topco

Vesting of stock based compensation awards

Stock-based compensation expense

Balance at March 31, 2021

Solutions Inc.

Nonredeemable

Comprehensive

Stockholders’

noncontrolling

Stockholders’

Income (Loss)

Balance at January 1, 2020

Comprehensive loss

Foreign currency translation adjustments

Total comprehensive loss

Balance at March 31, 2020

See Notes to the Condensed Consolidated Financial Statements.

ADVANTAGE SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

(in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES

Net income / (loss)

$ (4,061,354 )

Adjustments to reconcile net income / (loss) to net cash used in operating activities:

Interest income earned on marketable securities held in Trust Account

Change in operating assets and liabilities:

Prepaid expenses

Prepaid income taxes

Accounts payable and accrued expenses

Accounts payable - related party

Income taxes payable

Net cash used in operating activities

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

Noncash interest (income) expense

Depreciation and amortization

Changes in fair value of warrant liability

Fair value adjustments related to contingent consideration

Deferred income taxes

Equity-based compensation of Topco

Stock-based compensation

Equity in earnings of unconsolidated affiliates

Distribution received from unconsolidated affiliates

Loss on disposal of property and equipment

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

Accounts receivable

Prepaid expense and other assets

Accounts payable

Accrued compensation and benefits

Deferred revenues

Other accrued expenses and other liabilities

Net cash provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Cash deposited in Trust Account

(450,000,000 )

Investment income released from Trust Account

Net cash provided by / (used in) investing activities

(449,790,000 )

Purchase of businesses, net of cash acquired

Purchase of property and equipment

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from sale of Class A common stock to public

Proceeds from sale of Private Placement Warrants to Sponsor

Payment of underwriters’

Payment of offering costs

Proceeds from promissory note –

related party

Payment of offering costs

Net cash provided by financing activities

Net change in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Supplemental disclosure of noncash investing and financing activities:

Change in value of Class A common stock subject to possible redemption

$ (4,061,350 )

$ 431,823,740

Deferred underwriting commission in connection with initial public offering

Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock

The accompanying notes are an integral

part of these unaudited condensed financial statements.

PARK II ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1—Description of Organization, Business Operations and Basis of Presentation

Park II Acquisition Corp.

(the “Company”) was incorporated as a Delaware corporation on May 2, 2019.

The Company was

formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar

business combination with one or more businesses (the “Business Combination”).

Although the Company is not limited

to a particular industry or geographic region for purposes of consummating its Business Combination, the Company intends to focus

on the consumer sector and consumer-related businesses.

The Company is an emerging growth company and, as such, the Company is

subject to all of the risks associated with emerging growth companies.

of September 30, 2020, the Company had not commenced any operations.

All activity for the period from May 2, 2019 (inception)

through September 30, 2020 relates to the Company’s formation and the preparation for its initial public offering (the “Initial

Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective

initial Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business

Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents

from the proceeds derived from the Initial Public Offering.

Company’s sponsor is Conyers Park II Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

registration statement for the Company’s Initial Public Offering was declared effective on July 17, 2019.

On July 22, 2019,

the Company consummated its Initial Public Offering of 45,000,000 units (the “Units”), including 5,000,000 additional

Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, which is discussed in Note 3, generating

gross proceeds of $450 million, and incurring offering costs of approximately $25.36 million, inclusive of approximately $15.75

million in deferred underwriting commissions following the partial exercise of the underwriters’

over-allotment option (Note

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”)

of 7,333,333 warrants (each, a “Private Placement Warrant”

and collectively, the “Private Placement Warrants”)

at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $11.0 million (Note 4).

the closing of the Initial Public Offering and the Private Placement, $450 million ($10.00 per Unit) of the net proceeds of the

Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”),

located in the United States at J.P.

Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee,

and was invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act

of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment

company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3)

and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion

of a Business Combination and (ii) the distribution of the assets held in the Trust Account as described below.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public

Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied

generally toward consummating a Business Combination.

There is no assurance that the Company will be able to complete a Business

Combination successfully.

The Company must complete one or more initial Business Combinations having an aggregate fair market

value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable

on income earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination.

However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of

the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not

to be required to register as an investment company under the Investment Company Act.

Company will provide the holders (the “Public Stockholders”) of shares of its Class A common stock, par value $0.0001

(the “Class A common Stock”), sold in the Initial Public Offering (the “Public Shares”), with the opportunity

to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with

a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether

the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely

in its discretion.

The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount

then in the Trust Account (initially anticipated to be $10.00 per Public Share).

The per-share amount to be distributed to Public

Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay

to the underwriters (as discussed in Note 5).

These Public Shares were classified as temporary equity upon the completion of the

Initial Public Offering.

In such case, the Company will proceed with a Business Combination if the Company has net tangible assets

of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor

of the Business Combination.

If a stockholder vote is not required by law and the Company does not decide to hold a stockholder

vote for business or other legal reasons, the Company will, pursuant to the amended and restated certificate of incorporation

which the Company adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Certificate of

Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission

(the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business

or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the

proxy rules and not pursuant to the tender offer rules.

Additionally, each Public Stockholder may elect to redeem its Public Shares

irrespective of whether such Public Stockholder votes for or against the proposed transaction.

If the Company seeks stockholder

approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder

Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business

In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder

Shares and any Public Shares acquired by them in connection with the completion of a Business Combination.

Notwithstanding

the foregoing, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate

of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”

under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming

its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

Company’s Sponsor, officers and directors (the “initial stockholders”) have agreed not to propose an amendment

to the Amended and Restated Certificate of Incorporation (a) that would modify the substance or timing of the Company’s

obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the

closing of the Initial Public Offering, or July 22, 2021, (the “Combination Period”) or (b) which adversely affects

the rights of holders of the Class A common stock, unless the Company provides the Public Stockholders with the opportunity to

redeem their Public Shares in conjunction with any such amendment.

the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations

except for the purpose of winding up;

(ii) as promptly and as reasonably possible but not more than ten business days thereafter,

redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,

including interest earned on the funds held in the Trust Account and not previously released to the Company for working capital

purposes (up to $1,000,000) or to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses)

divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’

rights as stockholders (including the right to receive further liquidation distributions, if any);

and (iii) as promptly and as

reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s

board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations

under Delaware law to provide for claims of creditors and the requirements of other applicable law.

initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to

complete a Business Combination within the Combination Period.

However, if the initial stockholders acquire Public Shares in or

after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such

Public Shares if the Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed

to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company

does not complete a Business Combination during the Combination Period and, in such event, such amounts will be included with

the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of

such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including

Trust Account assets) will be only $10.00 per share initially held in the Trust Account.

In order to protect the amounts held

in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for

services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering

into a transaction agreement, reduce the amount of funds in the Trust Account.

This liability will not apply with respect to any

claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the

Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against

certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible

to the extent of any liability for such third party claims.

The Company will seek to reduce the possibility that the Sponsor will

have to indemnify the Trust Account due to claims of creditors by endeavoring to have all third parties, including vendors, service

providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other

entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim

of any kind in or to monies held in the Trust Account.

of Presentation

accompanying unaudited condensed financial statements are presented in U.S.

dollars in conformity with accounting principles generally

accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations

Accordingly, they do not include all of the information and footnotes required by GAAP.

In the opinion of management,

the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary

for the fair statement of the balances and results for the periods presented.

Operating results for the three and nine months

ended September 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020.

accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and

notes thereto included in the annual report on Form 10-K filed by the Company with the SEC on March 30, 2020.

Growth Company

Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart

Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to,

not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of

the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements,

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval

of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared

effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised

financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition

period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised

and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt

the new or revised standard at the time private companies adopt the new or revised standard.

may make comparison of the Company’s financial statements with another public company that is neither an emerging growth

company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

/ Going Concern

of September 30, 2020, the Company had $514,982 in its operating bank account, working capital deficit of $3,921,932 and $5,275,531

of interest income available in the Trust Account to pay for the Company’s tax obligations, if any, and which may be withdrawn

for working capital purposes (up to $1,000,000).

to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied

from the proceeds from the consummation of the Private Placement not held in the Trust Account.

In addition, in order to finance

transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s

officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4).

As of September

30, 2020, there were no amounts outstanding under any Working Capital Loan.

continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible

that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search

for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements.

The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard

Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s

Ability to Continue as a Going Concern,”

management has determined that the Company’s liquidity and mandatory liquidation

raises substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the

carrying amounts of assets or liabilities should the Company be required to liquidate after July 22, 2021.

Business Combination

September 7, 2020, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified

from time to time, the “Merger Agreement”), by and among the Company, CP II Merger Sub, Inc., a Delaware corporation

and wholly owned subsidiary of the Company (“Merger Sub”), Advantage Solutions Inc., a Delaware corporation (the “Advantage”)

and Karman Topco L.P., a Delaware limited partnership (“TopCo”).

to the Merger Agreement, at the closing of the transactions contemplated thereby, Merger Sub will merge with and into Advantage,

with Advantage as the surviving company in the merger and, after giving effect to such merger, becoming a wholly owned subsidiary

of the Company (the “Merger”

and together with the other transactions contemplated by the Merger Agreement, the “Transactions”).

Borrowings under lines of credit

Payments on lines of credit

Principal payments on long-term debt

Contingent consideration payments

Holdback payments

Net cash (used in) provided by financing activities

Net effect of foreign currency fluctuations on cash

Net change in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

Cash, cash equivalents and restricted cash, end of period

SUPPLEMENTAL CASH FLOW INFORMATION

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

See Notes to the Condensed Consolidated Financial Statements.

ADVANTAGE SOLUTIONS INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Organization and Significant Accounting Policies

Advantage Solutions Inc.

( “Advantage” or the “Company”) is a provider of outsourced solutions to consumer goods companies and retailers.

On September 7, 2020, ASI Intermediate Corp., then known as Advantage Solutions Inc.

(“Legacy Advantage”), 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 (“Conyers Park”), now known as Advantage Solutions Inc., CP II Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Conyers Park (“Merger Sub”), and Karman Topco L.P., then the parent company of Legacy Advantage (“Topco”).

Conyers Park neither engaged in any operations nor generated any revenue.

Based on Conyers Park’s business activities, it was a “shell company” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

On October 28, 2020 (the “Closing Date”), Conyers Park consummated the merger pursuant to the Merger Agreement, and Merger Sub was merged with and into Legacy Advantage with Legacy Advantage surviving the merger as a wholly owned subsidiary of Conyers Park (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”).

On the Closing Date, and in connection with the closing of the Transactions (the “Closing”), Conyers Park changed its name to Advantage Solutions Inc.

and Legacy Advantage changed its name to ASI Intermediate Corp.

The Company’s Class A common stock is listed on the Nasdaq Global Select Market under the symbol “ADV” and warrants to purchase the Class A common stock at an exercise price

11.50 per share are listed on the Nasdaq Global Select M

arket under the symbol “ADVWW”.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries.

The unaudited condensed consolidated financial statements do not include all of the information required by accounting principles generally accepted in the United States (“ U.S.

The Condensed Consolidated Balance Sheet at December 31, 2020 was derived from the audited Consolidated Balance Sheet at that date and does not include all the disclosures required by U.S.

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 March 31, 2021 and for the three months ended March 31, 2021 and 2020 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, 2020 and the related footnotes thereto.

Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period.

continues to spread throughout the United States and other countries across the world, and the duration and severity of the effects are currently unknown.

pandemic has impacted the Company and could materially impact our financial results in the future.

The Consolidated Condensed Financial Statements presented herein reflect estimates and assumptions made by management at March 31, 2021.

Such estimates and assumptions affect, among other things, the Company’s goodwill, long-lived asset and indefinite-lived intangible asset valuation, assessment of the annual effective tax rate and the allowance for expected credit losses and bad debt.

Events and changes in circumstances, including those resulting from the impacts of COVID-19,

will be reflected in management’s estimates for future periods.

Recent Accounting Standards

Recent Accounting Standards Adopted by the Company

In December 2019, the FASB issued ASU No.

Simplifying the Accounting for Income Taxes

”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes

, and clarifies certain aspects of the current guidance to promote consistency among reporting entities.

ASU 2019-12 is

effective for fiscal years beginning after December 15, 2020.

Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis.

The Company adopted ASU 2019-12

on January 1, 2021 and the adoption of this accounting standard did not have a material impact on the Company’s condensed consolidated financial statements.

Accounting Standards Recently Issued but Not Yet Adopted by the Company

In March 2020, the FASB issued ASU 2020-04,

Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting

This guidance provides optional expedients and exceptions for U.S.

GAAP to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate if certain criteria are met.

The amendments in this update are effective for reporting periods that include or are subsequent to March 12, 2020.

Once adopted, the amendments in this update must be applied prospectively for all eligible contract modifications for that topic.

The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

In May 2021, the FAS issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force)

The guidance clarifies certain aspects of the current guidance to promote consistency among reporting of an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange.

The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

Early adoption is permitted for all entities, including adoption in an interim period.

The Company is evaluating the potential impact of this adoption on its consolidation financial statements.

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

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:

Three Months Ended March 31,

(in thousands)

Sales brand-centric services

Sales retail-centric services

Total sales revenues

Marketing brand-centric services

Marketing retail-centric services

Total marketing revenues

Total revenues

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 cancelled by either party upon 30 to 120 days’ notice.

The Company does not have significant 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, the Company has a present and unconditional right to payment and records the receivable from clients in Accounts receivable, net of allowance for expected credit losses in the Condensed Consolidated Balance Sheets.

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 variable consideration and are estimated using an expected value/most likely amount approach.

Bonus revenues are recognized as revenues as the related services are performed for the client.

The Company records an adjustment to revenues for differences between estimated revenues and the amounts ultimately invoiced to the client.

Adjustments to revenues during the current period related to services transferred during prior periods were not material for the three months ended March 31, 2021 and 2020.

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.

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 Condensed Consolidated Balance Sheets.

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

Revenues recognized during the three months ended March 31, 2021 that were included in Deferred revenues as of December 31, 2020 were $ 26.1 million.

Revenues recognized during the three months ended March 31, 2020 that were included in Deferred revenues as of December 31, 2019 were $ 24.0 million.

2021 Acquisitions

The Company acquired two businesses during the three months ended March 31, 2021, which were two

sales agencies.

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 and is subject to revision when the Company receives final information.

Accordingly, the measurement period for such purchase price allocations will end when the information, or the facts and circumstances, becomes available, but will not exceed twelve months.

The results of operations of each acquired business has been included in the Condensed Consolidated Statements of Comprehensive Loss since its respective date of acquisition.

The aggregate purchase price for the acquisitions referenced above was $ 18.2 million, which includes $ 14.0 million paid in cash, $ 2.7 million recorded as contingent consideration liabilities, and $ 1.4 million recorded as holdback amounts.

Contingent consideration payments are determined based on future financial performance and payment obligations (as defined in the applicable purchase agreement) and recorded at fair value.

The maximum potential payment outcome related to the acquisitions is $ 7.0 million.

Holdback amounts are used to withhold a portion of the initial purchase price payment until certain post-closing conditions are satisfied and are typically settled within 18 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, $ 4.5 million is deductible for tax purposes.

The preliminary fair values of the identifiable assets and liabilities of the acquisitions completed during the three months ended March 31, 2021, as of the applicable acquisition dates, are as follows:

(in thousands)

Consideration:

accordance with the terms and subject to the conditions of the Merger Agreement, the consideration to be received by TopCo in

connection with the Transactions contemplated under the Merger Agreement shall be an aggregate number of 203,750,000 shares of

Class A Common Stock of the Company (the “Class A Common Stock”) plus 5,000,000 shares of Class A Common Stock subject

to certain vesting and forfeiture conditions as set forth in the Merger Agreement.

with the execution of the Merger Agreement, Conyers Park II Sponsor LLC, a Delaware limited liability company (“

Sponsor ”), the Company, Advantage and certain shareholders of Class B common stock of the Company (the “

II Class B Holders ”) entered into a Sponsor Agreement (the “

Sponsor Agreement ”), pursuant to

which the CP II Class B Holders and CP II Sponsor have, among other matters, (a) agreed to vote in favor of the Merger

Agreement and the Transactions and (b) agreed to waive any adjustment to the conversion ratio set forth in the Company’s

Certificate of Incorporation and Bylaws, as amended and in effect on the date hereof, with respect to the Class B Common

Stock of the Company in connection with the Private Placement (defined below).

with the execution of the Merger Agreement, CP II entered into a Stockholders Agreement (the “

Stockholders Agreement ”)

with CP II Sponsor, TopCo, CVC ASM Holdco, L.P., a Delaware limited partnership (the “

CVC Stockholder ”), the

entities identified therein under the heading “LGP Stockholders”

(collectively, the “

LGP Stockholder ”)

and BC Eagle Holdings, L.P., a Cayman Islands exempted limited partnership (the “

Bain Stockholder ”), and the

other parties named therein.

Pursuant to the Stockholders Agreement, the CVC Stockholder has the right to nominate two directors

to the Company’s board of directors (the “

Board ”), the LGP Stockholder has the right to nominate two

directors, the Bain Stockholder has the right to nominate one director and CP II Sponsor has the right to nominate three directors.

Four additional directors will be independent directors.

Other than for CP II Sponsor, the nomination rights of the parties to

the Stockholders Agreement are based on the shares of Class A Common Stock held by such parties (as compared to their stockholdings

as of immediately subsequent to the consummation of the Merger), and such nomination rights are reduced or eliminated (as further

described in the Stockholders Agreement) as such parties reduce their holdings of Class A Common Stock.

CP II Sponsor’s

nomination rights will expire five (5) years from the closing of the Merger.

In addition, the Stockholders Agreement provides

that TopCo will have certain consent rights with respect to actions of the Company or its subsidiaries following the closing so

long as TopCo continues to hold 50% of the Class A Common Stock it held as of immediately subsequent to the consummation

of the Merger.

These consent rights including, among others, consent to (i) changes to the size of the board of directors

of the Company, (ii) certain amendments to the Company’s organizational documents, (iii) acquisitions, dispositions

or borrowings in excess of agreed upon thresholds, (iv) the termination or replacement of the Company’s chief executive

officer, (v) the declaration or payment of dividends and (vi) redemptions of Class A Common Stock.

Rights Agreement

connection with the execution of the Merger Agreement, the Company entered into a Registration Rights Agreement (the “

Rights Agreement ”) with Karman Topco L.P., Karman II Coinvest LP, Green Equity Investors VI, L.P., Green Equity Investors

Side VI, L.P., LGP Associates VI-A LLC, LGP Associates VI-B LLC, CVC ASM Holdco, LP, JCP ASM Holdco, L.P.,

Karman Coinvest L.P., Centerview Capital, L.P., Centerview Employees, L.P., BC Eagle Holdings, L.P.

and Yonghui Investment Limited,

CP II Sponsor and the other holders of Common Series B Units, Vested Common Series C Units and Vested Common Series C-2 Units

of Holdings listed on the schedule thereto as Contributing Investors.

Pursuant to the Registration Rights Agreement, within 180

days of the closing, the Company shall file and cause to be effective a shelf registration right with respect to the registrable

shares thereunder, and certain parties will be entitled to certain registration rights, including, among other things, customary

demand and piggy-back rights, subject to customary cut-back provisions.

Pursuant to the Registration Rights Agreement,

the holders other than CP II Sponsor have agreed not to sell, transfer, pledge or otherwise dispose of shares of Class A

Common Stock they receive in connection with the Transactions or otherwise beneficially own as of the closing for 180 days following

the closing, and subject to certain exceptions, CP II Sponsor has agreed not to transfer its shares of Class A Common Stock

for a period of one (1) year following the closing.

with the execution of the Merger Agreement, the Company entered into Subscription Agreements (the “

Investor Subscription

Agreements ”) with certain investors (collectively, the “

Investor Private Placement Investors ”) pursuant

to which, among other things, such investors agreed to subscribe for and purchase and the Company agreed to issue and sell to

such investors, 50,000,000 shares of Class A Common Stock (the “

Private Placement Shares ”), for an aggregate

of $500,000,000 (the “

Investor Private Placement ”) in proceeds.

Company has also entered into Subscription Agreements (the “

Sponsor Subscription Agreements ”) with certain

current equityholders of TopCo (collectively, the “

Sponsor Private Placement Investors ”

and together with the

Investor Private Placement Investors, the “

Private Placement Investors ”).

Pursuant to the Sponsor Subscription

Agreements, the Sponsor Private Placement Investors have agreed to subscribe for and purchase 20,000,000 shares of Class A

Common Stock for an aggregate of $200,000,000 in proceeds, which such subscription may be increased under certain circumstances,

including to cover redemptions by existing stockholders of the Company (the “

Sponsor Private Placement ”

together with the Investor Private Placement, the “

Private Placement ”).

closing of the Private Placement is contingent upon, among other things, the substantially concurrent consummation of the Merger

and Transactions.

In connection with the Private Placement, the Company will grant the Private Placement Investors certain customary

registration rights.

The Private Placement Shares have not been registered under the Securities Act of 1933, as amended (the “

Act ”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D or

Regulation S promulgated thereunder without any form of general solicitation or general advertising.

connection with the Merger Agreement, Advantage Sales & Marketing Inc.

(“ASM”), a wholly-owned subsidiary

of Advantage, entered into a Debt Commitment Letter (the “Debt Commitment Letter”), dated as of September 7,

2020, with BofA Securities, Inc., Bank of America, N.A., Morgan Stanley Senior Funding, Inc., Deutsche Bank AG New York Branch

and Deutsche Bank Securities Inc.

(together with such other lenders that become party thereto, the “Debt Commitment Parties”).

Pursuant to and subject to the terms of the Debt Commitment Letter, the Debt Commitment Parties have committed to arrange and

underwrite senior secured credit facilities in an aggregate amount of up to $2.5 billion, consisting of (i) a senior

secured term loan facility in an aggregate principal amount of $2,100 million, and (ii) a senior secured, asset-based

revolving credit facility in an aggregate principal amount of $400 million (only a portion of which, if any, is expected

to be drawn or used at the closing of the Merger).

The Debt Financing will be used to, among other things, (i) repay in full

and terminate existing indebtedness of Advantage and its subsidiaries and (ii) pay fees, commissions and expenses in connection

with the foregoing.

The Debt Commitment Letter terminates automatically on the earliest to occur of (i) 10 business days after

the termination date in the Merger Agreement, (ii) the date on which ASM notifies the Debt Commitment Parties that the Merger

Agreement has terminated in accordance with its terms and (iii) the date of consummation of the Merger with or without the

funding or effectiveness of the senior secured credit facilities.

availability of the Debt Financing is subject to conditions precedent, customary for financings of transactions comparable to

Pursuant to the Merger Agreement, the Company and Advantage have agreed to use their respective reasonable best efforts

to satisfy all such conditions precedent to the initial availability of the Debt Financing and, solely with respect to ASM, to

enforce its rights under the Debt Commitment Letter.

Advantage has also agreed not to permit or consent to any amendment, supplement

or modification of the Debt Commitment Letter without the consent of the Company and ASM.

2—Summary of Significant Accounting Policies

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,

which, at times, may exceed the Federal Depository Insurance Coverage of $250,000.

The Company has not experienced losses on these

accounts and management believes the Company is not exposed to significant risks on such accounts.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $514,982 and $951,060 in cash and cash equivalents as of September 30, 2020 and December 31, 2019, respectively.

Securities Held in Trust Account

Company’s portfolio of marketable securities is comprised solely of U.S.

government securities, within the meaning set forth

in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, classified as trading securities.

securities are presented on the balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from

the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest, held

in the Trust Account in the accompanying unaudited condensed statements of operations.

The estimated fair values of marketable

securities held in the Trust Account are determined using available market information.

Value of Financial Instruments

value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction

between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the

inputs used in measuring fair value.

hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level

1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Fair value of contingent consideration

Total consideration

Recognized amounts of identifiable assets acquired and liabilities assumed:

Accounts receivable

Property and equipment

Identifiable intangible assets

Total liabilities

Redeemable noncontrolling interest

Total identifiable net assets

Goodwill arising from acquisitions

The identifiable intangible assets are being amortized on a straight-line basis over their estimated useful lives.

The preliminary fair value and estimated useful lives of the intangible assets acquired are as follows:

(in thousands)

Average Useful

Client relationships

Total identifiable intangible assets

The operating results of the businesses acquired during the three months ended March 31, 2021 contributed total revenues of $ 4.7 million in the three months ended March 31, 2021.

The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of the operations upon acquisition.

During the three months ended March 31, 2021, the Company incurred $ 0.2 million in transaction costs related to the acquisitions described above.

These costs have been included in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Comprehensive Loss.

Supplemental Pro Forma Information

Supplemental information on a pro forma basis, presented as if the acquisitions executed during the period from January 1, 2021 to May 17, 2021 and for the year ended December 31, 2020, had been consummated as of the beginning of the comparative prior period, is as follows:

Three Months Ended

(in thousands, except per share data)

Total revenues

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

Basic and diluted net income (loss) per common share

The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, the pro forma impact of acquisition costs which consisted of legal, advisory and due diligence fees and expenses, and the pro forma tax effect of the pro forma adjustments for the three months ended March 31, 2021 and 2020.

This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented.

Goodwill and Intangible Assets

Changes in goodwill for the three months ended March 31, 2021 are as follows:

(in thousands)

Gross carrying amount as of December 31, 2020

Accumulated impairment charge (1)

Balance at December 31, 2020

Measurement period adjustments

Balance at March 31, 2021

During the fiscal year ended December 31, 2018, the Company recognized a non-cash

goodwill impairment cha rge of $ 652.0

million related to the Company’s sales reporting unit as a result of the Company’s annual evaluation of goodwill impairment test.

The following tables set forth information for intangible assets:

March 31, 2021

(in thousands)

Average Useful

Gross Carrying

Finite-lived intangible assets:

Client relationships

Developed technology

Covenant not to compete

Total finite-lived intangible assets

Indefinite-lived intangible assets:

Total other intangible assets

During the fiscal year ended December 31, 2018, the Company recognized a non-cash

intangible asset impairment charge of $ 580.0

million, related to the Company’s sales trade name as a result of the Company’s annual impairment test for indefinite-lived intangible assets.

December 31, 2020

(in thousands)

Average Useful

Gross Carrying

Finite-lived intangible assets:

Client relationships

Developed technology

Covenant not to compete

Total finite-lived intangible assets

Indefinite-lived intangible assets:

Total other intangible assets

As of March 31, 2021, estimated future amortization expenses of the Company’s existing intangible assets are as follows:

(in thousands)

Remainder of 2021

Total amortization expense

(in thousands)

New Term Loan Facility

New Revolving Credit Facility

Notes payable and deferred obligations

current portion

debt issuance costs

Long-term debt, net of current portion

As of March 31, 2021, the Company

had $ 1.3 billion of debt outstanding under the New Term Loan Facility and $ 775 million of debt outstanding under the Notes with maturity dates of

October 28, 2027 and November 15, 2028 , respectively.

The Company was in compliance with all of its affirmative and negative covenants under the New Term Loan Facility and Notes as of March 31, 2021.

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

The Company made the minimum quarterly principal payments of $ 3.3 million during the three months ended March 31, 2021 and no payments under the excess cash flow calculation were required.

During the three months ended March 31, 2020, the Company made the minimum quarterly principal payments of $ 6.5 million pursuant to its then outstanding first lien term loans that existed prior to consummation of the Transactions.

Future minimum principal payments on long-term debt are as follows as of March 31, 2021:

(in thousands)

Remainder of 2021

Total future minimum principal payments

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.

These tiers include:

1, defined as observable inputs such as quoted prices for identical instruments in active

2, defined as inputs other than quoted prices in active markets that are either directly

or indirectly observable such as quoted prices for similar instruments in active markets

or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore

requiring an entity to develop its own assumptions, such as valuations derived from valuation

techniques in which one or more significant inputs or significant value drivers are unobservable.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest

level input that is significant to the fair value measurement.

carrying values of cash, accounts payable, accrued expenses approximate their fair values due to the short-term nature of the

The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S.

Treasury securities with an original maturity of 185 days or less.

The fair value for trading securities is determined using quoted

market prices in active markets.

preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to

make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets

and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses

during the reporting periods.

Making estimates requires management to exercise significant judgment.

It is at least reasonably

possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial

statements, which management considered in formulating its estimate, could change in the near term due to one or more future conforming

Accordingly, the actual results could differ from those estimates.

Costs Associated with the Initial Public Offering

costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly

related to the Initial Public Offering and were charged to stockholders’

equity upon the completion of the Initial Public

Offering on July 22, 2019.

A Common Stock Subject to Possible Redemption

of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair

Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption

rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely

within the Company’s control) are classified as temporary equity.

At all other times, shares of Class A common stock are

classified as stockholders’

The Company’s Class A common stock feature certain redemption rights that are

considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

at September 30, 2020 and December 31, 2019, 42,907,031 and 43,313,166 shares of Class A common stock are subject to possible

redemption are presented as temporary equity, outside of the stockholders’

equity section of the Company’s condensed

balance sheets, respectively.

Income Per Share

income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during

The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement

to purchase an aggregate of 18,583,333 shares of the Company’s Class A common stock in the calculation of diluted income

per share, since their inclusion would be anti-dilutive under the treasury stock method.

Company’s unaudited condensed statements of operations include a presentation of income per share for common stock subject

to redemption in a manner similar to the two-class method of income per share.

Net loss per share, basic and diluted for Class

A common stock are calculated by dividing the interest income earned on investments and marketable securities held in the Trust

Account of $34,433, net of applicable taxes of $31,164 and working capital of $398,383 (up to $1,000,000) available to be withdrawn

from the Trust Account, resulting in a total of $395,114 for the three months ended September 30, 2020 by the weighted average

number of shares of Class A common stock outstanding for the period.

Net income per share, basic and diluted for Class A common

stock are calculated by dividing the interest income earned on investments and marketable securities held in the Trust Account

of $1,705,394, net of applicable taxes of $476,633 and working capital of $720,420 (up to $1,000,000) available to be withdrawn

from the Trust Account, resulting in a total of $508,341 for the nine months ended September 30, 2020 by the weighted average

number of shares of Class A common stock outstanding for the period.

Net loss per share, basic and diluted for Class A common

stock are calculated by dividing the interest income earned on investments and marketable securities held in the Trust Account

of $1,697,230, net of applicable taxes of $395,918 and working capital of $138,090 (up to $1,000,000) available to be withdrawn

from the Trust Account, resulting in a total of $1,163,222 for the three months ended September 30, 2019 by the weighted average

number of shares of Class A common stock outstanding for the period.

Net income per share, basic and diluted for Class A common

stock are calculated by dividing the interest income earned on investments and marketable securities held in the Trust Account

of $1,697,230, net of applicable taxes of $395,918 and working capital of $140,090 (up to $1,000,000) available to be withdrawn

from the Trust Account, resulting in a total of $1,161,222 for the period from May 2, 2019 (inception) through September 30, 2019

by the weighted average number of shares of Class A common stock outstanding for the period.

Net loss per share, basic and diluted

for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock by the weighted

average number of shares of Class B common stock outstanding for the periods.

Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.”

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between

the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets

and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary

differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates

is recognized in income in the period that included the enactment date.

Valuation allowances are established, when necessary,

to reduce deferred tax assets to the amount expected to be realized.

As of September 30, 2020 and December 31, 2019, the Company

had a deferred tax asset of approximately $1,170,000 and $59,000, respectively, which had a full valuation allowance recorded

against it of approximately $1,170,000 and $59,000, respectively.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement

of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more

likely than not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of September

30, 2020 and December 31, 2019.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as

income tax expense.

No amounts were accrued for the payment of interest and penalties as of September 30, 2020 and December 31,

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material

deviation from its position.

Company’s current taxable income primarily consists of interest income on the Trust Account.

The Company’s general

and administrative costs are generally considered start-up costs and are not currently deductible.

During the three and nine months

ended September 30, 2020, the Company recorded income tax (benefit) / expense of approximately ($3,269) and $326,633, respectively.

The Company’s effective tax rate for the three and nine months ended September 30, 2020 differs from the expected income

tax rate due to the start-up costs (discussed above) which are not currently deductible.

The Company may be subject to potential

examination by federal, state and city taxing authorities in the areas of income taxes.

These potential examinations may include

questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal,

state and city tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits will

materially change over the next twelve months.

The Company is subject to income tax examinations by major taxing authorities since

Accounting Pronouncements

Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently

adopted would have a material effect on the accompanying unaudited condensed financial statements.

3—Initial Public Offering

July 22, 2019, the Company sold 45,000,000 Units, including 5,000,000 Over-Allotment Units, at a price of $10.00 per Unit, generating

gross proceeds of $450 million, and incurring offering costs of approximately $25.36 million, inclusive of approximately $15.75

million in deferred underwriting commissions.

Unit consists of one share of Class A common stock and one-fourth of one redeemable warrant (each, a “Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject

to adjustment (see Note 6).

4—Related Party Transactions

May 2019, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 11,500,000 shares of Class

B common stock, par value $0.0001, (the “Founder Shares”).

In June 2019, the Sponsor transferred 25,000 Founder Shares

to each of the Company’s independent directors.

The initial stockholders have agreed to forfeit up to 1,500,000 Founder

Shares to the extent that the over-allotment option is not exercised in full by the underwriters.

The forfeiture will be adjusted

to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent

20% of the Company’s issued and outstanding shares after the Initial Public Offering.

The underwriters exercised their over-allotment

option in part on July 22, 2019.

On September 3, 2019, the remainder of the underwriters’

over-allotment option expired

and the Sponsor forfeited 250,000 Founder Shares.

As of September 30, 2020, there were 11,250,000 shares of Class B common stock

initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until

the earlier to occur of:

(A) one year after the completion of the initial Business Combination or (B) subsequent to the initial

Business Combination, (x) if the last sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as

adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company

completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s

stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.

Placement Warrants

with the closing of the Initial Public Offering, on July 22, 2019 the Company sold 7,333,333 Private Placement Warrants at a price

of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of approximately $11.0 million.

Each whole Private

Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share.

Certain of the proceeds

from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering and are held in

the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the Private Placement

Warrants will expire worthless.

The Private Placement Warrants are non-redeemable and exercisable on a cashless basis so long

as they are held by the Sponsor or its permitted transferees.

Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or

sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain

of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out

of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of

funds held outside the Trust Account.

In the event that a Business Combination is not consummated within the Combination Period,

the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds

held in the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working

Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

The Working Capital

Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion,

up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a

price of $1.50 per warrant.

The warrants would be identical to the Private Placement Warrants.

To date, the Company had no borrowings

under any Working Capital Loan.

to the closing of the Initial Public Offering, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover

expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”).

The Note was non-interest

bearing and payable on the earlier of December 31, 2019 or the completion of the Initial Public Offering.

On July 22, 2019, the

total balance of $141,636 of the Note was repaid to the Sponsor.

Administrative

Support Agreement

on the effective date of the Initial Public Offering, the Company agreed to pay the Sponsor a total of $10,000 per month for office

space, utilities and secretarial and administrative support.

Upon completion of an initial Business Combination or the Company’s

liquidation, the Company will cease paying these monthly fees.

During the three and nine months ended September 30, 2020, the

Company incurred $30,000 and $90,000, respectively, in expenses in connection with such services, as reflected in the accompanying

unaudited condensed statement of operations.

As of September 30, 2020 and December 31, 2019, the Company had approximately $150,000

and $60,000, respectively, in accounts payable for related party in connection with such services as reflected in the accompanying

condensed balance sheets.

5—Commitments and Contingencies

and Stockholder Rights

holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans,

if any, will be entitled to registration rights pursuant to a registration and stockholder rights agreement entered into in connection

with the consummation of the Initial Public Offering.

These holders will be entitled to certain demand and “piggyback”

registration rights.

However, the registration and stockholder rights agreement provides that the Company will not permit any

registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period

for the securities to be registered.

The Company will bear the expenses incurred in connection with the filing of any such registration

Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering

to purchase up to 6,000,000 Over-Allotment Units to cover over-allotments, if any, at the Initial Public Offering price less underwriting

discounts and commissions.

On July 22, 2019, the underwriters partially exercised their over-allotment option for 5,000,000 Over-Allotment

on the partial exercise of the underwriters’

over-allotment option, the underwriters were entitled to underwriting discounts

of $0.20 per unit, or $9.0 million in the aggregate, paid upon the closing of the Initial Public Offering.

In addition, $0.35

per unit, or approximately $15.75 million in the aggregate will be payable to the underwriters for deferred underwriting commissions.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the

Company completes a Business Combination, subject to the terms of the underwriting agreement.

6—Stockholders’

A Common Stock —The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of

Level 1, defined as observable inputs such as quoted prices in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable;

and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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.

March 31, 2021

(in thousands)

Assets measured at fair value

Cash and cash equivalents

Derivative financial instruments

Total assets measured at fair value

Liabilities measured at fair value

Derivative financial instruments

Warrant liability

Contingent consideration liabilities

Total liabilities measured at fair value

December 31, 2020

(in thousands)

Assets measured at fair value

Cash and cash equivalents

Derivative financial instruments

Total assets measured at fair value

Liabilities measured at fair value

Derivative financial instruments

Warrant liability

Contingent consideration liabilities

Total liabilities measured at fair value

Interest Rate Cap Agreements

The Company had interest rate cap contracts with an aggregate notional value of principal of $ 2.2 billion as of e ach of

March 31, 2021 and December 31, 2020, from various financial institutions to manage the Company’s exposure to interest rate movements on variable rate credit facilities.

As of March 31, 2021, the aggregate fair value of the Company’s outstanding interest rate caps represented an outstanding net asset of $ 7.3 million and an outstanding net liability of $ 1.5 million.

As of December 31, 2020, the aggregate fair value of the Company’s outstanding interest rate caps represented an outstanding net asset of $ 1.8 million and an outstanding net liability of $ 1.9 million.

As of March 31, 2021, $ 7.3 million and $ 1.5 million of

fair value of

the Company’s outstanding interest rate caps were included in “Prepaid expenses and other current assets” and “Other accrued expenses” in the Consolidated Balance Sheets, respectively, with changes in fair value recognized as a component of “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive Loss.

As of December 31, 2020, $ 1.8 million, $ 1.0 million, and $ 0.9 million of

fair value of

the Company’s outstanding interest rate caps were included in “Prepaid expenses and other current assets”, “Other accrued expenses”, and “Other long-term liabilities” in the Consolidated Balance Sheets, respectively, with changes in fair value recognized as a component of “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive Loss.

During the three months ended March 31, 2021 and 2020, the Company recorded a gain within interest expense, net in the amount of

$ 5.4 million, and $ 0.1 million, respectively, related to changes in the fair value of its derivative instruments.

Forward Contracts

As of March 31, 2021, the Company had two open Euro forward contracts to hedge foreign currency exposure on a total of € 1.2 million, with maturities in fiscal year 2021 .

As of December 31, 2020, the Company had no open Euro forward contracts.

During the three months ended March 31, 2021 and 2020, the Company recognized a gain less than $ 0.1 million and $ 0.1 million, respectively, related to changes in fair value of the forward contracts as a component of “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Comprehensive Loss.

Warrant Liability

The estimated fair value of the liability is recorded using significant unobservable measures and other fair value inputs and is therefore classified as a Level 3 financial instrument.

The fair value of the warrants on the date of issuance and on each remeasurement date of certain warrants issued by the Company in a private placement in connection with the Closing (the “private placement warrants”) and classified as liabilities is estimated using the Black-Scholes option pricing model using the following assumptions:

March 31, 2021

December 31, 2020

Fair value warrants per share

Exercise price per share

Implied volatility

Risk-free interest rate

Dividend yield

As of March 31, 2021, 7,333,333

private placement warrants remained outstanding at a fair value of $ 26.7

million resulting in a $ 5.5

million expense related to the change in fair value of warrant liability for the three months ended March 31, 2021.

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 until the warrants are exercised, expire or other facts and circumstances lead the warrant liability

to be reclassified as an equity instrument.

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 Condensed Consolidated Statements of Comprehensive Loss.

As of March 31, 2021, the maximum potential payment outcomes were $ 289.9 million.

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

(in thousands)

Beginning of the period

Fair value of acquisitions

Measurement period adjustments

Changes in fair value

Foreign exchange translation effects

End of the period

Since the initial preliminary estimates reported in 2020, the Company has updated certain amounts reflected in the preliminary purchase price allocation, as summarized in the fair values of assets acquired and liabilities assumed as set forth above.

Specifically, contingent consideration decreased $ 1.2 million due to fair value measurement period adjustments.

Measurement period adjustments are recognized in the reporting period in which the adjustments are determined and calculated as if the accounting had been completed at the acquisition date.

Long-term Debt

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

(in thousands)

Carrying Value

Balance at March 31, 2021

New Term Loan Credit Facility

Notes payable and deferred obligations

Total long-term debt

(in thousands)

Carrying Value

Balance at December 31, 2020

New Term Loan Credit Facility

New Revolving Credit Facility

Notes payable and deferred obligations

Total long-term debt

Related Party Transactions

Conyers Park and the Transactions

In May 2019, Conyers Park II Sponsor LLC, an affiliate of Centerview Capital Management, LLC, which was Conyer Park’s sponsor prior to the Merger (“CP Sponsor”) purchased

11,500,000 of Conyers Park’s Class B ordinary shares for an aggregate purchase price of

$ 25,000 in cash, or approximately

$ 0.002 per share.

As of September 30, 2020 and December 31, 2019, there were 45,000,000 shares of Class A common stock issued

and outstanding, including 42,907,031 and 43,313,166 shares of Class A common stock subject to possible redemption, respectively.

B Common Stock —The Company is authorized to issue 50,000,000 shares of Class B common stock with a par value of

In June 2019, CP Sponsor transferred

25,000 shares to each of four individuals, including a current member of the board of directors of the Company.

At the time of the Closing, the

11,250,000 shares of Conyers Park Class B common stock, par value

$ 0.0001 per share, then held by CP Sponsor and its directors automatically converted into shares of our Class A common stock.

CP Sponsor also purchased

7,333,333 private placement warrants for a purchase price of

$ 1.50 per whole warrant, or $ 11,000,000 in the aggregate, in private placement transactions that occurred simultaneously with the closing of the Conyers Park’s initial public offering and related over-allotment option.

As a result of the Closing, each private placement warrant entitles CP Sponsor to purchase one share of our Class A Common Stock at

$ 11.50 per share.

As September 30, 2020 and December 31, 2019, there were 11,250,000 shares of Class B common stock outstanding.

of shares of Class A common stock and holders of shares of Class B common stock will vote together as a single class on all matters

submitted to a vote of the Company’s stockholders, except as required by law or stock exchange rule;

provided that only

holders of shares of Class B common stock have the right to vote on the election of the Company’s directors prior to the

initial Business Combination.

Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination at a

ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the

aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of Class A common stock issued and outstanding

upon completion of the Initial Public Offering, plus (ii) the total number of shares of Class A common stock issued or deemed

issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company

in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common

stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued,

to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor upon conversion of

Working Capital Loans.

Stock —The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share,

and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s

board of directors.

As of September 30, 2020 and December 31, 2019, there were no shares of preferred stock issued or outstanding.

Warrants —Public

Warrants may only be exercised for a whole number of shares.

The Public Warrants will become exercisable on the later of (a) 30

days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering;

in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A

common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company

permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under

the Securities Act).

The Company has agreed that as soon as practicable, but in no event later than twenty business days, after

the closing of a Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration

statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the

Public Warrants.

If the shares issuable upon exercise of the warrants are not registered under the Securities Act, the Company

will be required to permit holders to exercise their warrants on a cashless basis.

However, no warrant will be exercisable for

cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants,

unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the

exercising holder, or an exemption from registration is available.

Notwithstanding the above, if the Class A common stock is at

the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a

“covered security”

under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of

Public Warrants who exercise their warrants to do so on a “cashless basis”

in accordance with Section 3(a)(9) of the

Securities Act and, in the event the Company elects, the Company will not be required to file or maintain in effect a registration

statement, but the Company will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent

an exemption is not available.

Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Private Placement Warrants are identical to the Public Warrants included in the Units sold in the Initial Public Offering, except

that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants

will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain

limited exceptions.

Additionally, the Private Placement Warrants are 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.

90 days after the Public Warrants become exercisable, the Company may redeem the Public Warrants:

whole and not in part;

$0.10 per warrant upon a minimum of 30 days’

prior written notice of redemption

provided that holders will be able to exercise their warrants on a cashless basis prior

to redemption and receive that number of shares determined based on the redemption date

and the “fair market value”

of the Class A common stock (the “fair

market value”

of the Class A common stock shall mean the average last reported

sale price of the Class A common stock for the 10 trading days ending on the third trading

day prior to the date on which the notice of redemption is sent to the holders of warrants);

and only if, the last reported sale price of the Class A common stock equals or exceeds

$10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations

and the like) on the trading day prior to the date on which the Company sends the notice

of redemption to the warrant holders;

and only if, there is an effective registration statement covering the Class A common

stock issuable upon exercise of the warrants (or such other security as the warrants

may be exercisable for at the time of redemption) and a current prospectus relating thereto

available throughout the 30-day period after written notice of redemption is given, or

an exemption from registration is available.

addition, the Company may redeem the Public Warrants for cash (except with respect to the Private Placement Warrants):

whole and not in part;

a price of $0.01 per warrant;

a minimum of 30 days’

prior written notice of redemption;

and only if, the last reported closing price of the Class A common stock equals or exceeds

$18.00 per share 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.

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise

the Public Warrants to do so on a “cashless basis,”

as described in the warrant agreement.

Additionally, in no event

will the Company be required to net cash settle any Warrants.

If the Company is unable to complete the initial Business Combination

within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive

any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held

outside of the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire worthless.

7—Fair Value Measurements

following table presents information about the Company’s assets that are measured at fair value on a recurring basis as

of September 30, 2020 and December 31, 2019 and indicates the fair value hierarchy of the valuation techniques that the Company

utilized to determine such fair value.

Quoted Prices

Significant Other

in Active Markets

Observable Inputs

Unobservable Inputs

September 30, 2020

Marketable securities held in Trust Account

$ 453,742,245

Quoted Prices

Significant Other

in Active Markets

Observable Inputs

Unobservable Inputs

December 31, 2019

Marketable securities held in Trust Account

$ 452,816,525

to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods.

There were no transfers between levels for the

three and nine months ended September 30, 2020.

1 instruments include investments in money market funds and U.S.

Treasury securities.

The Company uses inputs such as actual trade

data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of

its investments.

8—Subsequent Events

Subsequent to September 30, 2020, the Company withdrew $1,000,000

from the interest earned on the funds held in the Trust Account for working capital purposes.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

to the “Company,”

“our,”

“us”

or “we”

refer to Conyers Park II Acquisition Corp.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with the unaudited condensed financial statements and the notes thereto contained elsewhere in this report.

Certain information

contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,

as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We have based

these forward-looking statements on our current expectations and projections about future events.

These forward-looking statements

are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity,

performance or achievements to be materially different from any future results, levels of activity, performance or achievements

expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology

such as “may,”

“should,”

“could,”

“would,”

“expect,”

“plan,”

“anticipate,”

“believe,”

“estimate,”

“continue,”

or the negative of such terms

or other similar expressions.

Such statements include, but are not limited to, possible business combinations and the financing

thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q.

Factors that might cause or contribute to such a discrepancy include, but are not, limited to, those described in our other SEC

are a blank check company incorporated on May 2, 2019 as a Delaware corporation for the purpose of effecting a merger, capital

stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses

(the “Business Combination”) that we have not yet identified.

Although we are not limited to a particular industry

or geographic region for purposes of consummating our Business Combination, we intend to focus on the consumer sector and consumer-related

Our sponsor is Conyers Park II Sponsor LLC, a Delaware limited liability company (our “Sponsor”).

registration statement for our initial public offering (the “Initial Public Offering”) was declared effective on July

On July 22, 2019, we consummated our Initial Public Offering of 45,000,000 units (the “Units”

respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”), including

5,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross

proceeds of $450 million, and incurring offering costs of approximately $25.36 million, inclusive of approximately $15.75 million

in deferred underwriting commissions.

Simultaneously

with the closing of the Initial Public Offering, we consummated the private placement (the “Private Placement”) of

7,333,333 warrants (each, a “Private Placement Warrant”

and collectively, the “Private Placement Warrants”)

at a price of $1.50 per Private Placement Warrant with our Sponsor, generating gross proceeds of approximately $11.0 million.

the closing of the Initial Public Offering and the Private Placement, $450 million ( $10.00 per Unit) of the net proceeds of the

Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”),

located in the United States at J.P.

Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee,

and was invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act

of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment

company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3)

and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion

of a Business Combination and (ii) the distribution of the assets held in the Trust Account as described below.

we are unable to complete a Business Combination within 24 months from the closing of our Initial Public Offering, or July 22,

2021 (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up;

(ii) as promptly

and as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable

in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the

Trust Account and not previously released to us for working capital purposes or to pay our franchise and income taxes (less up

to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding Public Shares, which redemption

will completely extinguish Public Stockholders’

rights as stockholders (including the right to receive further liquidation

distributions, if any);

and (iii) as promptly and as reasonably possible following such redemption, subject to the approval of

our remaining stockholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii),

to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Business Combination

September 7, 2020, the Company entered into the Merger Agreement with Advantage.

The Transactions are expected to close in the

fourth quarter of 2020.

Concurrent with the execution of the Merger Agreement, we also entered

into the Sponsor Agreement, the Stockholders Agreement, the Registration Rights Agreement and the Investor Subscription Agreements.

of Operations

entire activity since inception through September 30, 2020 related to our formation, the preparation for the Initial Public Offering,

and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination.

We have neither

engaged in any operations nor generated any revenues to date.

We will not generate any operating revenues until after completion

of our initial Business Combination.

We will generate non-operating income in the form of interest income on cash and cash equivalents.

We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing

compliance), as well as for due diligence expenses.

the three months ended September 30, 2020, we had net loss of $4,980,376, which consisted of $34,433 in interest earned on cash

equivalents and marketable securities held in the Trust Account, offset by $4,968,078 in general and administrative costs.

the three months ended September 30, 2019, we had net income of $1,163,222, which consisted of $1,697,230 in interest earned on

cash equivalents and marketable securities held in the Trust Account, offset by $138,090 in general and administrative costs.

the nine months ended September 30, 2020, we had net loss of $4,061,355, which consisted of $1,705,394 in interest earned on cash

equivalents and marketable securities held in the Trust Account, offset by $5,290,116 in general and administrative costs.

the period from May 2, 2019 through September 30, 2019, we had net income of $1,161,222, which consisted of $1,697,230 in interest

earned on cash equivalents and marketable securities held in the Trust Account, offset by $140,090 in general and administrative

/ Going Concern and Capital Resources

of September 30, 2020, we had $514,982 in our operating bank account, working capital deficit of $3,921,932 and $5,275,531 of

interest income available in the Trust Account to pay for our tax obligations, if any, and which may be withdrawn for working

capital purposes.

We will use these funds to identify and evaluate target businesses, perform business due diligence on prospective

target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives

or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete

a business combination.

liquidity needs have been satisfied prior to the completion of the Initial Public Offering through receipt of a $25,000 capital

contribution from our Sponsor in exchange for the issuance of the Founder Shares to our Sponsor and the advancement of funds by

our Sponsor to cover our expenses in connection with the Initial Public Offering.

In addition, advanced approximately $142,000

to us for offering expenses.

We have fully repaid this advance from our Sponsor as of September 30, 2020.

Subsequent to the consummation

of the Initial Public Offering and Private Placement, our liquidity needs have been satisfied from the proceeds from the consummation

of the Private Placement not held in the Trust Account.

In addition, in order to finance transaction costs in connection with

a Business Combination, our Sponsor or an affiliate of our Sponsor, or our officers and directors may, but are not obligated to,

provide us Working Capital Loans.

As of September 30, 2020, there were no amounts outstanding under any Working Capital Loan.

continue to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible

that the virus could have a negative effect on our financial position, results of our operations and/or search for a target company,

the specific impact is not readily determinable as of the date of these financial statements.

The condensed financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

liquidity and mandatory liquidation date raises substantial doubt about our ability to continue as a going concern through July

22, 2021, our scheduled liquidation date.

granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase

up to 6,000,000 Over-Allotment Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting

discounts and commissions.

On July 22, 2019, the underwriters partially exercised their over-allotment option for 5,000,000 Over-Allotment

the partial exercise of the underwriters’

over-allotment option for 5,000,000 Over-Allotment Units, the underwriters were

entitled to underwriting discounts of $0.20 per unit, or $9.0 million in the aggregate, paid upon the closing of the Initial Public

In addition, $0.35 per unit, or approximately $15.75 million in the aggregate will be payable to the underwriters for

deferred underwriting commissions.

The deferred fee will become payable to the underwriters from the amounts held in the Trust

Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Administrative

Support Agreement

on the effective date of the Initial Public Offering, we agreed to pay our Sponsor a total of $10,000 per month for office space,

utilities and secretarial and administrative support.

Upon completion of the initial Business Combination or our liquidation,

we will cease paying these monthly fees.

During the three and nine months ended September 30, 2020, we incurred $30,000 and $90,000,

respectively, in expenses in connection with such services, as reflected in the accompanying unaudited condensed statement of

As of September 30, 2020 and December 31, 2019, we had approximately $150,000 and $60,000, respectively, in accounts

payable for related party in connection with such services as reflected in the accompanying unaudited condensed balance sheets.

and Stockholder Rights

holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans,

if any, will be entitled to registration rights pursuant to a registration and stockholder rights agreement entered into in connection

with the consummation of the Initial Public Offering.

These holders will be entitled to certain demand and “piggyback”

registration rights.

However, the registration and stockholder rights agreement provides that we will not permit any registration

statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities

to be registered.

We will bear the expenses incurred in connection with the filing of any such registration statements.

Accounting Policies

A Common Stock Subject to Possible Redemption

A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.

Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights

that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within

the our control) are classified as temporary equity.

At all other times, shares of Class A common stock are classified as stockholders’

Our Class A common stock feature certain redemption rights that are considered to be outside of our control and subject

to the occurrence of uncertain future events.

Accordingly, at September 30, 2020 and December 31, 2019, 42,907,031 and 43,313,166

shares of Class A common stock are subject to possible redemption are presented as temporary equity, outside of the stockholders’

equity section of our condensed balance sheets, respectively.

Income Per Share

income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during

We have not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to

purchase an aggregate of 18,583,333 shares of our Class A common stock in the calculation of diluted income per share, since their

inclusion would be anti-dilutive under the treasury stock method.

unaudited condensed statement of operations include a presentation of income per share for common stock subject to redemption

in a manner similar to the two-class method of income per share.

Net loss per share, basic and diluted for Class A common stock

are calculated by dividing the interest income earned on investments and marketable securities held in the Trust Account of $34,433,

net of applicable taxes of $31,164 and working capital of $398,383 (up to $1,000,000) available to be withdrawn from the Trust

Account, resulting in a total of $395,114 for the three months ended September 30, 2020 by the weighted average number of shares

of Class A common stock outstanding for the period.

Net income per share, basic and diluted for Class A common stock are calculated

by dividing the interest income earned on investments and marketable securities held in the Trust Account of $1,705,394, net of

applicable taxes of $476,633 and working capital of $720,420 (up to $1,000,000) available to be withdrawn from the Trust Account,

resulting in a total of $508,341 for the nine months ended September 30, 2020 by the weighted average number of shares of Class

A common stock outstanding for the period.

Net loss per share, basic and diluted for Class A common stock are calculated by dividing

the interest income earned on investments and marketable securities held in the Trust Account of $1,697,230, net of applicable

taxes of $395,918 and working capital of $138,090 (up to $1,000,000) available to be withdrawn from the Trust Account, resulting

in a total of $1,163,222 for the three months ended September 30, 2019 by the weighted average number of shares of Class A common

stock outstanding for the period.

Net income per share, basic and diluted for Class A common stock are calculated by dividing

the interest income earned on investments and marketable securities held in the Trust Account of $1,697,230, net of applicable

taxes of $395,918 and working capital of $140,090 (up to $1,000,000) available to be withdrawn from the Trust Account, resulting

in a total of $1,161,222 for the period from May 2, 2019 (inception) through September 30, 2019 by the weighted average number

of shares of Class A common stock outstanding for the period.

Net loss per share, basic and diluted for Class B common stock is

calculated by dividing the net income, less income attributable to Class A common stock by the weighted average number of shares

of Class B common stock outstanding for the periods.

Accounting Pronouncements

management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have

a material effect on the accompanying financial statements.

Sheet Arrangements

of September 30, 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

April 5, 2012, the JOBS Act was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting

requirements for qualifying public companies.

We will qualify as an “emerging growth company”

and under the JOBS Act

will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly

traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply

with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging

growth companies.

As such, our financial statements may not be comparable to companies that comply with public company effective

an “emerging growth company”, we are not required to, among other things, (i) provide an auditor’s attestation

report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation

disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection

Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement

to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion

and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation

and performance and comparisons of the CEO’s compensation to median employee compensation.

These exemptions will apply for

a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth

company,”

whichever is earlier.

Quantitative and Qualitative Disclosures About Market Risk

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise

required under this item.

Concurrent with the execution of the Merger Agreement, Conyers Park entered into the subscription agreements with certain investors (collectively, the “Subscription Agreements”), pursuant to which, among other things, Conyers Park agreed to issue and sell in a private placement shares of Conyers Park Class A common stock for a purchase price of

$ 10.00 per share.

Certain of the Advantage Sponsors or their affiliates agreed to purchase an aggregate of

34,410,000 shares of Conyers Park Class A common stock.

Conyers Park also entered into a stockholders agreement (the “Stockholders Agreement”) with CP Sponsor, Topco, and certain of the Advantage Sponsors and their affiliates (collectively, the “Stockholder Parties”).

The Stockholders Agreement provides, among other things, that the Stockholder Parties agree to cast their votes such that the Company’s board of directors is constituted as set forth in the Stockholders Agreement and the Merger Agreement and will have certain rights to designate directors to the Company’s board of directors, in each case, on the terms and subject to the conditions therein.

Additionally, Conyers Park entered into a Registration Rights Agreement with CP Sponsor, Topco, the Advantage Sponsors and their affiliates and the other parties thereto, pursuant to which the Company have agreed to register for resale certain shares of Class A common stock and other equity securities that are held by the parties thereto from time to time.

Overlapping Directors

Three members of the board of directors of Topco served as the members of the board of directors of a client of the Company.

During the three months ended March 31, 2021, the Company recognized revenues of $ 1.0 million from this client.

Accounts receivable from this client were less than $ 0.1 million as of March 31, 2021, and December 31, 2020, respectively.

From June 25, 2019 until October 28, 2020, a member of the board of directors of Topco served as a member of the board of directors of another client of the Company.

During the three months ended March 31, 2020, the Company recognized revenues

4.8 million from this client.

Accounts receivable from this client were

zero as of March

2021 and December

Until February 2, 2020, a member of the board of directors of Topco served as a member of the board of directors for a holding company of a client.

During the three months ended March 31, 2020, the Company recognized revenues of $ 3.9 million, from this client.

Accounts receivable from this client were zero as of March 31, 2021 and December 31, 2020.

Investment in Unconsolidated Affiliates

During the three months ended March 31, 2021 and 2020, the Company recognized revenues of $ 4.7 million and $ 4.8 millio n,

respectively, from a parent company of an unconsolidated affiliate.

Accounts receivable from this client

re $ 2.5 million and $ 2.2 million as of March 31, 2021 and December 31, 2020, respectively.

The Company’s effective tax rate was 145.6 % and (

during the three months ended March 31, 2021 and 2020, 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 fluctuation in the Company’s effective tax rate was primarily due to a difference in projected book income/loss used in the annual effective tax rate and unfavorable permanent book/tax differences related to officers’ compensation and fair value adjustments for warrant liabilities.

Also, the company recorded a valuation allowance of $ 1.3 million as a discrete item to the quarter for its Mexico operations which resulted in a higher tax provision overall for the three months ended March 31, 2021.

Without the $ 1.3 million valuation allowance, the Company’s effective tax rate would be 31.5 % during the three months ended March 31, 2021.

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 ( i.e

., the Company’s Chief Executive Officer) in deciding how to allocate resources and in assessing performance.

Through the Company’s sales segment, the Company serves as a strategic intermediary between consumer goods manufacturers and retailer partners and performs critical merchandizing services on behalf of both consumer goods manufacturers and retail partners.

Through the Company’s marketing segment, the Company develops and executes marketing programs for manufacturers and retailers.

These reportable segments are organized by the types of services provided, similar economic characteristics, and how the Company manages its business.

The assets and liabilities of the Company are managed centrally and are reported internally in the same manner as the consolidated financial statements;

therefore, no additional information is produced or included herein.

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

(in thousands)

Three Months Ended March 31, 2021

Depreciation and amortization

Operating income

Three Months Ended March 31, 2020

Depreciation and amortization

Operating income

Commitments and Contingencies

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 business, financial position, 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.

Legal Matters Related to Take 5

On April 1, 2018, the Company acquired certain assets and assumed liabilities of Take 5 Media Group (“Take 5”).

In June 2019, as a result of a review of internal allegations related to inconsistency of data provided by Take 5 to its clients, the Company commenced an investigation into Take 5’s operations.

In July 2019, as a result of the Company’s investigation, the Company determined that revenue during the fiscal year ended December 31, 2018 attributable to the Take 5 business had been recognized for services that were not performed on behalf of clients of Take 5 and that inaccurate reports were made to Take 5 clients about those services (referred to as the “Take 5 Matter”).

As a result of these findings, in July 2019, the Company terminated all operations of Take 5, including the use of its associated trade names and the offering of its services to its clients and offered refunds to Take 5 clients of collected revenues attributable to Take 5 since the Company’s acquisition of Take 5.

USAO and FBI Voluntary Disclosure and Investigation Related to Take 5

The Company voluntarily disclosed to the United States Attorney’s Office and the Federal Bureau of Investigation certain misconduct occurring at Take 5, a line of business that the Company closed in July 2019.

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

At this time, the Company cannot predict the ultimate outcome of any investigation related to the Take 5 Matter and is unable to estimate the potential impact such an investigation may have on the Company.

Arbitration Proceedings Related to Take 5

In August 2019, as a result of the Take 5 Matter, the Company provided a written indemnification claim notice to the sellers of Take 5 (the “Take 5 Sellers”) seeking monetary damages (including interest, fees and costs) based on allegations of breach of the asset purchase agreement (the “Take 5 APA”), as well as fraud.

In September 2019, the Take 5 Sellers initiated arbitration proceedings against the Company, alleging breach of the Take 5 APA as a result of the Company’s decision to terminate the operations of the Take 5 business, and seeking monetary damages equal to all unpaid earn-out payments under

the Take 5 APA (plus interest, fees and costs).

In 2020, the Take 5 sellers amended their statement of claim to allege defamation, relating to statements the Company made to customers in connection with terminating the operations of the Take 5 business, and seeking monetary damages for the alleged injury to their reputation.

The Company filed its response to the Take 5 Sellers’ claims, and asserted indemnification, fraud and other claims against the Take 5 Sellers as counterclaims and cross-claims in the arbitration proceedings.

The Company is currently unable to estimate the potential impact related to these arbitration proceedings, but the Company has retained outside counsel to represent the Company in these matters and intends to vigorously pursue the Company’s interests.

Other Legal Matters Related to Take 5

The Take 5 Matter may result in additional litigation against the Company, including lawsuits from clients, or governmental investigations, which may expose the Company to potential liability in excess of the amounts being offered by the Company as refunds to Take 5 clients.

The Company is currently unable to determine the amount of any potential liability, costs or expenses (above the amounts already being offered as refunds) that may result from any lawsuits or investigations associated with the Take 5 Matter or determine whether any such issues will have any future material adverse effect on the Company’s financial position, liquidity, or results of operations.

Although the Company has insurance covering certain liabilities, the Company cannot assure that the insurance will be sufficient to cover any potential liability or expenses associated with the Take 5 Matter.

In 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, including workers’ compensation insurance.

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 $ 7.5 million and $ 0.5 million as of March 31, 2021 and December 31, 2020, respectively.

Redeemable Noncontrolling Interest

The Company is party to a put and call option agreement with respect to the common securities that represent the remaining noncontrolling interest from a majority-owned subsidiary, which was established through a majority-owned international joint venture during the three months ended March 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 earnings before interest, taxes, depreciation and amortization subject to certain adjustments.

The noncontrolling interest is subject to a put option that is outside of the Company’s control, and is presented as redeemable non-controlling

interest in the temporary equity section of the Condensed Consolidated Balance Sheets.

The Company recorded its redeemable noncontrolling interest at fair value on the

date of the related business combination transaction and recognizes changes in the redemption value at the end of each reporting period.

The carrying value of the redeemable noncontrolling interest was $ 1.9 million as of March 31, 2021.

(in thousands)

Beginning Balance

Fair value at acquisition

Net income attributable to redeemable noncontrolling interests

Foreign currency translation adjustment

Ending Balance

Stock-based compensation

The Company has issued nonqualified stock options, restricted stock units, and performance share units under the Advantage Solutions Inc.

2020 Incentive Award Plan (the “Plan”).

As of March 31, 2021, the number of nonqualified stock options outstanding was immaterial.

Our restricted stock units and performance share units, as described below, are expensed and reported as non-vested

We recognized share-based compensation expense of $ 8.7 million in the three months ended March 31, 2021.

Performance Stock Units

Performance restricted stock units (“PSUs”) are subject to the achievement of certain performance conditions based on the Company’s Adjusted EBITDA and revenues targets in the respective measurement period and the recipient’s continued service to the Company.

The PSUs are scheduled to vest over

three-year period from the date of grant and may vest from

the number of shares set forth in the table below.

During the three months ended March 31, 2021, the following activity involving PSUs occurred under the Plan:

Number of PSUs

Weighted Average

Date Fair Value

Outstanding at January 1, 2021

Outstanding at March 31, 2021

Restricted Stock Units

Restricted stock units (“RSUs”) are subject to the recipient’s continued service to the Company.

The RSUs are generally scheduled to vest over

(though RSUs associated with 125,000 shares of Class A common stock are scheduled to vest over two years ) and are subject to the provisions of the agreement under the Plan.

During the three months ended March 31, 2021, the following activity involving RSUs occurred under the Plan:

Number of RSUs

Weighted Average

Date Fair Value

Outstanding at January 1, 2021

Outstanding at March 31, 2021

As of March 31, 2021, the total remaining unrecognized compensation cost related to non-vested

PSUs, and RSUs amounted to $ 29.1 million, $ 21.1 million, respectively, which will be amortized over the weighted-average remaining requisite service periods of 2.8 years, and 2.7 years, respectively.

Joint Venture – Preferred Dividends

The Company also has cumulative preferred dividends, undeclared and unpaid associated with its joint venture.

These preferred shares do not represent a participating security, but preference dividends would be considered in determining income available to common stockholders.

The amount of the preference dividends was immaterial to all periods presented.

Earnings Per Share

The Company calculates earnings per share (“EPS”) using a dual presentation of basic and diluted earnings per share.

Basic earnings per share is calculated by dividing net income (loss) attributable to stockholders’ of the Company 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 share option awards, non-vested

share awards, common stock warrants, and Performance Shares (as defined below).

Diluted earnings per share is computed by dividing the net income by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method and if-converted method,

as applicable.

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

As a result of the Transactions, the Company has retrospectively adjusted the weighted-average number of common shares outstanding prior to October 28, 2020 by multiplying them by the exchange ratio used to determine the number of common shares into which they converted.

no adjustments required to be made to weighted-average common shares outstanding for purposes of computing basic and diluted earnings per share and there were

no securities outstanding in any period presented, which were excluded from the computation of earnings per share other than antidilutive stock options, restricted stock awards, restricted stock units, and PSUs.

three months ended March

2021 , there were

0.2 million stock options, outstanding that were antidilutive, as determined under the treasury stock method, and excluded from the computation of diluted earnings.

RSUs and PSUs that were antidilutive, as determined under the treasury stock method, were

1.7 million and

2.6 million for the

three months ended March

2021 , respectively.

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

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

March 31, 2021

March 31, 2020

Basic and diluted:

Net loss attributable to stockholders of Advantage Solutions Inc.

Weighted-average number of common shares

Basic and diluted net loss per common share

As part of the Transactions, 5,000,000 shares of

Class A common stock were issued to Topco at Closing (the “Performance Shares

”), which were subject to vesting upon satisfaction of a market performance condition for any period

of 20 trading days out of 30 consecutive trading days during the five-year period after the Closing.

Topco was not able to vote or sell such shares until vesting.

The Performance Shares vested on January 15, 2021, when the closing price for the Class A common stock exceeded

$ 12.00 per share for 20 trading days out of 30 consecutive trading days and were

included in the March 31, 2021 earnings per share calculation.

The Company had 18,583,333 warrants, including 7,333,333 private placement warrants held by the CP Sponsor, to purchase Class A common stock at $ 11.50 per share at the Closing, and no such warrants were exercised during the three months ended March 31, 2021 and 2020,

respectively.

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