Advantage Solutions Inc.
For the period ended Jun 30, 2026. Filed Aug 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 5, 2026
ADV$31.57-1.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-06.
0001193125-26-209261
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001193125-26-334564
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 90 previous paragraphs and 106 current paragraphs.
41 unchanged; 31 reworded; 31 added; 17 removed; 1 previous and 3 current paragraphs rearranged.
Tables are not compared: 12 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (31)
Current report
For the second quarter of 2026, we reported revenues of $889.5 million and a net loss of $62.7 million, compared to revenues of $873.7 million and a net loss of $30.4 million in the same period of the prior year. Our Experiential
Current report
Services segment delivered strong second-quarter performance, supported by continued favorable demand and execution. The Retailer Services segment reported modest revenue growth, although operating income declined, reflecting higher costs associated with upfront investments in a larger project. Branded Services results remained under pressure, reflecting lower volumes, client losses and reduced scope of services as consumer brands and retailers navigate an uncertain macroeconomic environment that continues to weigh on consumer spending. On a consolidated basis, operating income was $1.7 million in the second quarter of 2026, a decline of $8.3 million year-over-year. The decrease reflected declines of $13.5 million in Branded Services and $2.7 million in Retailer Services, partially offset by $7.9 million of operating income growth in Experiential Services.
Current report
Our second quarter of 2026 net loss of $62.7 million was negatively impacted by $21.8 million of income tax expense as compared to $4.6 million for the same period in the prior year. The increase in tax expense was attributable to an increase in the valuation allowance against deferred tax assets related to interest expense limitation carryforwards. Restructuring and reorganization charges associated with our transformation strategy were $9.6 million in the second quarter of 2026 as compared to $16.4 million for the same period in the prior year.
Current report
Adjusted EBITDA, a non-GAAP financial measure, was $75.8 million in the second quarter of 2026, a decrease of $10.6 million as compared to $86.4 million for the same period in the prior year. An $8.3 million improvement in Experiential Services Adjusted EBITDA was more than offset by declines of $12.3 million in Branded Services and $6.6 million in Retailer Services.
Current report
Debt reduction is one of our primary capital allocation priorities. As such, during the six months ended June 30, 2026, we repaid $137.8 million of long-term debt in connection with scheduled principal repayments and a debt refinancing, compared to $24.9 million in the prior year. Separately, we repurchased 562,263 shares of our common stock for approximately $17.0 million, compared to 19,778 shares for $0.9 million in the prior year.
Current report
During the six months ended June 30, 2026, we advanced our transformation strategy through a successful extension of our global instance of SAP, initially implemented in 2025, to support our private brands business, completing our large-scale SAP implementation and shifting internal focus toward optimization. Together, these large-scale transformation projects, along with numerous supporting IT initiatives, have enabled us to sunset a number of disparate systems and allowed our team members to work in a more collaborative and efficient manner. As previously discussed, we are currently implementing a modernized HCM platform that, upon completion, we expect will represent the substantial completion of our IT transformation.
Current report
NMF- Not meaningful
Current report
Retailer Services segment revenues increased $6.4 million during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025 driven primarily by a higher volume of retail merchandising project engagements.
Current report
In the Branded Services segment, the increase in operating loss during the three months ended June 30, 2026, as compared to the same period in the prior year was primarily due to lower revenues, as discussed above, partially offset by lower cost of revenues of $37.6 million, lower selling, general and administrative expenses of $12 million. Cost of revenues decreased on lower reimbursable expenses of $27.0 million, lower compensation costs, including lower direct labor, fixed labor and benefit costs, partially offset by higher reorganization and transformation-related expenses and IT-related expenses. Selling, general and administrative expenses decreased on lower transformation-related expenses. Also impacting year-over-year comparison is the recognition of equity earnings in our European joint venture of $2.6 million in operating income during the three months ended June 30, 2025, and zero in the current period.
Current report
In the Experiential Services segment, the increase in operating income during the three months ended June 30, 2026, as compared to the same period in the prior year was primarily due to higher revenues, as discussed above, partially offset by higher cost of revenues of $60.3 million. Cost of revenues increased on higher compensation expenses, including higher direct labor and benefit costs, and higher reimbursable expenses. Selling, general and administrative expenses were effectively unchanged.
Current report
In the Retailer Services segment, the decrease in operating income during the three months ended June 30, 2026, as compared to the same period in the prior year was primarily due to an increase in cost of revenues of $14.2 million, partially offset by higher revenues, as discussed above, and lower selling, general and administrative expenses of $5.6 million. Cost of revenues increased on higher compensation expenses, including higher direct labor, benefit costs and third-party labor costs, and higher travel expenses. Selling, general and administrative expenses decreased on lower reorganization and transformation-related expenses.
Current report
Comparison of the Six Months Ended June 30, 2026 and 2025
Current report
Revenues
Current report
Retailer Services segment revenues increased $15.6 million during the six months ended June 30, 2026, as compared to six months ended June 30, 2025. The increase was driven primarily by higher volume of retail merchandise project engagements and higher product sales.
Current report
Cost of Revenues
Current report
Cost of revenues as a percentage of revenues for the six months ended June 30, 2026 was 87.9%, as compared to 86.7% for the same period in the prior year. The increase as a percentage of revenues was driven primarily by higher direct labor costs and transformation-related expenses, partially offset by lower reimbursable expenses, and lower fixed labor costs.
Current report
Selling, General, and Administrative Expenses
Current report
Selling, general, and administrative expenses as a percentage of revenues for the six months ended June 30, 2026 was 5.9%, compared to 7.9% for the six months ended June 30, 2025. The decrease as a percentage of revenues was primarily driven by lower transformation-related expenses and lower compensation costs.
Current report
Depreciation and Amortization Expense
Current report
Depreciation and amortization expense was $102.8 million for the six months ended June 30, 2026 compared to $101.1 million for the six months ended June 30, 2025. The net increase was primarily due to a $3.0 million increase in depreciation expense as a result of an increase in IT-related investments, partially offset by a $1.2 million decrease in intangible asset amortization expense driven by prior period impairment charges.
Current report
Operating Income (Loss)
Current report
In the Branded Services segment, the increase in operating loss during the six months ended June 30, 2026, as compared to the same period in the prior year was primarily due to lower revenues, as discussed above, partially offset by lower cost of revenues of $64.4 million, lower selling, general and administrative expenses of $17.6 million. Cost of revenues decreased on lower reimbursable expenses of $29.1 million, lower compensation costs, including lower direct labor, fixed labor and benefit costs, partially offset by higher reorganization and transformation-related expenses and IT-related expenses. Selling, general and administrative expenses decreased on lower reorganization and transformation-related expenses, and lower bad debt expense. Also impacting year-over-year comparison is the recognition of equity earnings in our European joint venture of $4.2 million in operating income during the six months ended June 30, 2025, and zero in the current period.
Current report
In the Experiential Services segment, the increase in operating income during the six months ended June 30, 2026 as compared to the same period in the prior year was primarily due to higher revenues, as discussed above, partially offset by higher cost of revenues of $117.7 million. Cost of revenues increased on higher direct labor expenses, including higher benefit costs, and higher reimbursable expenses. Selling, general and administrative expenses decreased $1.8 million on lower reorganization and transformation-related expenses.
Current report
In the Retailer Services segment, the increase in operating income during the six months ended June 30, 2026 as compared to the same period in the prior year was primarily due to lower selling, general and administrative expenses of $9.7 million, higher revenues, as discussed above, partially offset by higher cost of revenues of $22.4 million. Selling, general and administrative costs decreased predominantly on lower reorganization and transformation-related expenses. Cost of revenues increased on higher direct labor expenses, including higher benefit costs and third-party labor costs, and higher travel expenses.
Current report
Interest Expense, net
Current report
Interest expense, net increased by $4.6 million to $74.8 million for the six months ended June 30, 2026, from $70.2 million for the same period in the prior year. The increase was driven primarily by a higher average borrowing rate during the six months ended June 30, 2026 as compared to the same period in the prior year, partially offset by a lower average debt balance outstanding, both of which are significantly driven by the refinancing of our outstanding debt in the first quarter of 2026. Additional information regarding the debt refinancing is included in “Liquidity and Capital Resources—Credit Facilities”
Current report
Provision for Income Taxes
Current report
We define Adjusted Net (Loss) Income, as net loss adjusted for (i) non-operating income or expense and (ii) the impact of certain non-cash, nonrecurring or other items included in net (loss) income that we do not consider indicative of our ongoing operating performance, which may include acquisition and divestiture related expenses, gains and losses; gains and losses on extinguishments of debt; litigation expenses, net of recoveries on matters not representative of our ongoing business; impairment charges on goodwill, intangible assets and non-marketable securities; incremental expenses on restructuring and reorganization activities associated with certain transformation programs; further adjusted for the related income tax impact associated with these items. A full listing of adjustments to net loss are provided elsewhere in this document.
Current report
Adjusted EBITDA consists of net loss before interest, taxes, depreciation and amortization, further adjusted for (i) non-operating income or expense and (ii) the impact of certain non-cash, nonrecurring or other items included in net (loss) income that we do not consider indicative of our ongoing operating performance, which may include acquisition and divestiture related expenses, gains and losses; gains and losses on extinguishments of debt; litigation expenses, net of recoveries on matters not representative of our ongoing business; impairment charges on goodwill, intangible assets and non-marketable securities; incremental expenses on restructuring and reorganization activities associated with certain transformation programs; further adjusted for the related income tax impact associated with these items. A full listing of adjustments to net loss are provided elsewhere in this document.
Current report
Adjusted EBITDA by Segment consists of operating (loss) income by segment before interest, taxes, depreciation and amortization, further adjusted for the impact of certain non-cash, nonrecurring or other items included in net (loss) income that we do not consider indicative of our ongoing operating performance, which may include acquisition and divestiture related expenses, gains and losses; gains and losses on extinguishments of debt; litigation expenses, net of recoveries on matters not representative of our ongoing business; impairment charges on goodwill, intangible assets and non-marketable securities; incremental expenses on restructuring and reorganization activities associated with certain transformation programs; further adjusted for the related income tax impact associated with these items. A full listing of adjustments to operating income (loss) are provided elsewhere in this document.
Current report
Adjusted Net (Loss) Income
Removed paragraphs (17)
Previous report
Refinancing. During the first quarter of 2026, we completed a refinancing designed to extend maturities, enhance liquidity, and simplify our capital structure. The transaction was effected through a series of interrelated financing actions, comprising (i) an exchange offer and consent solicitation with respect to our outstanding senior secured notes,
Previous report
(ii) a refinancing and amendment of our term loan facility, and (iii) amendments to our asset‑based revolving credit facility. Collectively, these actions extended the weighted-average maturity of our term debt, senior secured notes, and revolving credit facility by approximately two years and were accompanied by a $131.3 million principal paydown during the quarter, reflecting our ongoing commitment to deleveraging the balance sheet. See Note 4–Debt–Refinancing in the Notes to the Company’s condensed consolidated financial statements.
Previous report
Divestitures. Consistent with our strategy to focus the portfolio on markets where we have differentiated capabilities, we entered into a series of agreements to reduce our ownership interest in our European joint venture. Under those agreements, we sold a portion of our interest in the joint venture for total consideration of £20 million (approximately $28 million), comprised of £10 million (approximately $14 million) received in cash at closing and £10 million of deferred consideration. The Company retained a minority interest of 49.6% in the remaining portion of its ownership interest in the European joint venture.
Previous report
Transformation. Also during the first quarter of 2026, we advanced our transformation strategy by initiating a restructuring of our Branded Services segment and transitioning certain back-office functions to a third-party service provider. These actions resulted in $2.2 million of restructuring charges in the quarter. The transition of services to the third-party provider is expected to be completed in 2027.
Previous report
In the first quarter of 2026, revenues were $869.6 million, which represented a $47.8 million or 5.8% increase as compared to the same period last year. Reimbursable expenses accounted for $20.0 million or 2.4% of the increase with the remaining increase driven by growth in Experiential and Retailer services of $49.4 million and $8.1 million, respectively, partially offset by declines in Branded of $30.7 million.
Previous report
We reported a net loss of $71.8 million in the first quarter of 2026, compared to a net loss of $56.1 million during the same period last year. The $15.7 million increase in net loss occurred despite a year-over-year improvement in operating performance, and was driven by two non-operating items: $20.4 million of third-party debt issuance costs related to the refinancing completed during the quarter, and a $16.2 million increase in income tax expense.
Previous report
We generated operating income of $18.8 million in the first quarter of 2026, compared to an operating loss in the prior year period. The improvement reflected stronger results in Experiential Services, improvement in Retailer Services, and lower reorganization and restructuring costs, partially offset by weaker performance in Branded Services driven by lower revenues.
Previous report
Adjusted EBITDA was $67.7 million for the first quarter of 2026 as compared to $58.2 million for the first quarter of 2025, reflecting an increase compared to the same period in 2025. The year‑over‑year increase was driven primarily by strong performance in our Experiential Services segment, reflecting continued client demand and effective execution, as well as the timing of certain holidays during the first quarter of 2026 relative to the prior‑year period in our Retailer Services segment. These improvements were partially offset by macroeconomic headwinds and client losses that impacted our Branded Services segment.
Previous report
Retailer Services segment revenues increased $9.2 million during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase was driven primarily by higher product volumes due, in part, to the timing of certain holidays during the first quarter of 2026 relative to the prior‑year period.
Previous report
In the Branded Services segment, the increase in operating loss during the three months ended March 31, 2026 as compared to the same period in the prior year was primarily due to lower revenues, as discussed above, partially offset by lower operating costs, primarily due to lower stock-based compensation expense, lower restructuring and reorganization expense, and a decrease in expected credit loss expense.
Previous report
In the Experiential Services segment, the improvement from operating loss to operating income during the three months ended March 31, 2026 as compared to the same period in the prior year was primarily due to the increase in revenues as discussed above, as well as lower restructuring and reorganization costs and lower stock-based compensation expense.
Previous report
In the Retailer Services segment, the increase in operating income during the three months ended March 31, 2026 as compared to the same period in the prior year was primarily due to the increase in revenues as discussed above, as well as lower restructuring and reorganization costs and lower stock-based compensation expense.
Previous report
We define Adjusted Net Loss, which is a non-GAAP financial measure, as net (loss) income before (i) net income attributable to noncontrolling interest, (ii) impairment of goodwill and indefinite-lived assets, (iii) equity-based compensation of Karman Topco L.P., (iv) changes in fair value of warrant liability, (v) acquisition and divestiture related expenses, (vi) restructuring expenses, (vii) reorganization expenses, (viii) litigation expenses, (ix) amortization of intangible assets, (x) gain on repurchases of senior secured notes and Term Loan Facility, (xi) costs associated with (recovery from) with collection efforts involving Take 5 Media Group, (xii) other adjustments that management believes are helpful in evaluating our operating performance, and (xiii) related tax adjustments. We present Adjusted Net Loss because we use it as a supplemental measure to evaluate the performance of our business in a way that also considers our ability to generate profit without the impact of items that we do not believe are indicative of our operating performance or are unusual or infrequent in nature and aid in the comparability of our performance from period to period. Adjusted Net Loss should not be considered as an alternative for Net (loss) income, our most directly comparable measure presented on a GAAP basis.
Previous report
Adjusted EBITDA and Adjusted EBITDA by Segment are supplemental non-GAAP financial measures of our operating performance.
Previous report
Adjusted EBITDA means net loss before (i) interest expense, net, (ii) income tax expense, (iii) depreciation and amortization of capitalized software, (iv) amortization of intangible assets, (v) changes in fair value of warrant liability, (vi) stock-based compensation expense, (vii) equity-based compensation of Karman Topco L.P., (viii) acquisition and divestiture related expenses, (ix) (gain) loss on divestiture, (x) restructuring expenses, (xi) reorganization expenses, (xii) litigation expenses, (xiii) costs associated with (recovery from) with collection efforts involving Take 5 Media Group, (xiv) EBITDA for economic interests in investments and (xv) other adjustments that management believes are helpful in evaluating our operating performance.
Previous report
Adjusted EBITDA by Segment means, with respect to each segment, operating income (loss) before (i) depreciation and amortization of capitalized software, (ii) amortization of intangible assets, (iii) impairment of goodwill, (iv) stock based compensation expense, (v) equity-based compensation of Karman Topco L.P., (vi) acquisition and divestiture related expenses, (vii) restructuring expenses, (viii) reorganization expenses, (ix) litigation expenses, (x) costs associated with (recovery from) with collection efforts involving Take 5 Media Group, (xi) EBITDA for economic interests in investments and (xii) other adjustments that management believes are helpful in evaluating our operating performance, in each case, attributable to such segment.
Previous report
Adjusted Net Loss
Reworded paragraphs (31)
Previous wording
We are a leading omni-commerce business solutions provider to consumer goods manufacturers and retailers. We have a strong platform of essential, business critical services like headquarter sales, retail merchandising, in-store sampling, digital commerce, and shopper marketing. We generate demand for brands and retailers of all sizes, helping get the right products on the shelf, whether physical or digital, and into the hands of consumers in every way they shop. We use a scaled platform to innovate as a trusted partner with our clients, solving problems to increase their efficiency and effectiveness across a broad range of channels.
Current wording
We are a leading omni-commerce business solutions provider to CPG brands and retailers. We have a strong platform of essential, business critical services like headquarter sales, retail merchandising, in-store sampling, digital commerce, and shopper marketing. We generate demand for brands and retailers of all sizes, helping get the right products on the shelf, whether physical or digital, and into the hands of consumers in every way they shop. We use a scaled platform to innovate as a trusted partner with our clients, solving problems to increase their efficiency and effectiveness across a broad range of channels.
Previous wording
We report financial results for the following three reportable segments. Through our Branded Services segment, which generated approximately 29.6% and 35.3% of our revenues in the three months ended March 31, 2026 and 2025, respectively, we provide services to branded consumer goods manufacturers through three main categories: brokerage, branded merchandising and omni-commerce marketing services. Through our Experiential Services segment, which generated approximately 44.3% and 38.2% of our revenues in the three months ended March 31, 2026 and 2025, respectively, we help brands and retailers reach consumers and convert shoppers into buyers through in-store and online sampling and demonstrations. Through our Retailer Services segment, which generated approximately 26.1% and 26.5% of our revenues in the three months ended March 31, 2026 and 2025, respectively, we provide end-to-end advisory, retailer merchandising and agency services to retailers.
Current wording
We report financial results for the following three reportable segments. Through our Branded Services segment, which generated approximately 28.0% and 34.5% of our revenues in the six months ended June 30, 2026 and 2025, respectively, we provide services to CPG brands through three main categories: brokerage, branded merchandising and omni-commerce marketing services. Through our Experiential Services segment, which generated approximately 45.6% and 39.0% of our revenues in the six months ended June 30, 2026 and 2025, respectively, we help brands and retailers reach consumers and convert shoppers into buyers through in-store and online sampling and demonstrations. Through our Retailer Services segment, which generated approximately 26.4% and 26.5% of our revenues in the six months ended June 30, 2026 and 2025, respectively, we provide end-to-end advisory, retailer merchandising and agency services to retailers.
Previous wording
Year-over-year comparisons are affected by divestitures completed after the first quarter of 2025. The divested businesses contributed approximately $5 million of revenues and $3 million of adjusted EBITDA to our first quarter 2025 results, which are not reflected in the first quarter of 2026.
Current wording
Year-over-year comparisons are affected by divestitures completed after the second quarter of 2025. The divested businesses contributed approximately $4.9 million and $9.8 million of revenues and $2.9 million and $5.6 million of Adjusted EBITDA to our three and six months ending June 30, 2025 results, respectively, which are not reflected in the same periods of 2026.
Previous wording
Adjusted Net Loss and Adjusted EBITDA are financial measures that are not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted Net Loss and Adjusted EBITDA and reconciliations of Net loss to Adjusted Net Loss and Adjusted EBITDA, see “Non-GAAP Financial Measures.”
Current wording
Adjusted Net (Loss) Income and Adjusted EBITDA are financial measures that are not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted Net (Loss) Income and Adjusted EBITDA and reconciliations of Net loss to Adjusted Net (Loss) Income and Adjusted EBITDA, see “Non-GAAP Financial Measures.”
Previous wording
Results of Operations for the Three Months Ended March 31, 2026 and 2025
Current wording
Results of Operations for the Three and Six Months Ended June 30, 2026 and 2025
Previous wording
The following table sets forth items derived from the Company’s consolidated statements of operations for the three months ended March 31, 2026 and 2025 in dollars and as a percentage of total revenues.
Current wording
The following table sets forth items derived from the Company’s consolidated statements of operations for the three and six months ended June 30, 2026 and 2025 in dollars and as a percentage of total revenues.
Previous wording
Branded Services segment revenues decreased $32.8 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The decrease includes a $2.1 million reduction in revenues from reimbursable expenses. Excluding the impact of reimbursable expenses, the decline was primarily attributable to lower volumes, client losses experienced in 2025 and reductions in scope of services, which exceeded new business wins. These trends reflect continued macroeconomic uncertainty, as clients continue to manage their brand support spending with heightened scrutiny during the period.
Current wording
Branded Services segment revenues decreased $59.2 million for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The decrease includes a $27.0 million reduction in revenues from reimbursable expenses. Excluding the impact of reimbursable expenses, the remaining decrease of $32.2 million was primarily attributable to lower volumes, client losses and reductions in scope of services, including the carryover effect of losses that occurred during 2025, which more than offset new business wins. These trends reflect continued macroeconomic uncertainty, as clients continue to manage their brand support spending with heightened scrutiny during the period.
Previous wording
Experiential Services segment revenues increased $71.5 million during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase includes $22.1 million of additional revenues from reimbursable expenses. Excluding the impact of reimbursable expenses, the remaining increase was primarily driven by higher event volume on improved demand and higher average pricing, reflecting continued recovery and growth in client activation activity.
Current wording
Experiential Services segment revenues increased $68.6 million during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The increase includes $21.5 million of additional revenues from reimbursable expenses. Excluding the impact of reimbursable expenses, the remaining increase of $47.1 million was primarily driven by higher event volume on improved demand and higher average pricing, reflecting continued recovery and growth in client activation activity.
Previous wording
Cost of revenues as a percentage of revenues for the three months ended March 31, 2026 was 87.6%, as compared to 87.9% for the three months ended March 31, 2025. The decrease was driven primarily by lower fixed labor costs resulting from restructuring actions implemented in prior periods, as well as reduced discretionary bonus and professional services expenses. These favorable impacts were partially offset by higher variable labor and employee benefits costs
Current wording
Cost of revenues as a percentage of revenues for the three months ended June 30, 2026 was 88.1%, as compared to 85.5% for the three months ended June 30, 2025. The increase as a percentage of revenues was driven primarily by higher direct labor costs and transformation-related expenses, partially offset by lower reimbursable expenses, lower fixed labor costs and lower employee benefit expenses.
Previous wording
Selling, general, and administrative expenses as a percentage of revenues for the three months ended March 31, 2026 was 6.1%, compared to 7.9% for the three months ended March 31, 2025. The decrease as a percentage of revenue was primarily driven by lower compensation costs and lower stock-based compensation expense.
Current wording
Selling, general, and administrative expenses as a percentage of revenues for the three months ended June 30, 2026 was 5.7%, compared to 7.9% for the three months ended June 30, 2025. The decrease as a percentage of revenues was primarily driven by lower transformation-related expenses, and lower compensation costs.
Previous wording
Depreciation and amortization expense was $51.6 million for the three months ended March 31, 2026 compared to $50.4 million for the three months ended March 31, 2025. The net increase was primarily due to a $1.8 million increase in depreciation expense as a result of an increase in software amortization on increased investment in software, primarily due to the implementation of our new global enterprise resource planning system, partially offset by a $0.6 million decrease in intangible asset amortization expense.
Current wording
Depreciation and amortization expense was $51.3 million for the three months ended June 30, 2026 compared to $50.7 million for the three months ended June 30, 2025. The net increase was primarily due to a $1.2 million increase in depreciation expense as a result of an increase in IT-related investments, partially offset by a $0.6 million decrease in intangible asset amortization expense driven by prior period impairment charges.
Previous wording
Interest expense, net increased by $0.4 million, or 1.3%, to $34.8 million for the three months ended March 31, 2026, from $34.4 million for the three months ended March 31, 2025. The increase was driven primarily by higher interest rates associated with the refinancing completed during the first quarter of 2026, partially offset by lower average principal balances resulting from principal payments made in connection with the refinancing. Additional information regarding the debt refinancing is included in “Liquidity and Capital Resources—Credit Facilities”
Current wording
Interest expense, net increased by $4.1 million, to $40.0 million for the three months ended June 30, 2026, from $35.8 million for the three months ended June 30, 2025. The increase was driven primarily by a higher average borrowing rate during the second quarter of 2026 as compared to the same period in the prior year, partially offset by a lower average debt balance outstanding, both of which are significantly driven by the refinancing of our outstanding debt in the first quarter of 2026. Additional information regarding the debt refinancing is included in “Liquidity and Capital Resources—Credit Facilities.”
Previous wording
The Company recognized provision for income taxes of $23.3 million and $7.1 million for the three months ended March 31, 2026 and 2025, respectively. The year‑over‑year change primarily reflects an increase in the valuation allowance recorded against deferred tax asset related to interest expense limitation carryforwards during the 2026 period.
Current wording
We recognized provision for income taxes of $21.8 million and $4.6 million for the three months ended June 30, 2026 and 2025, respectively. The year‑over‑year change primarily reflects an increase in the valuation allowance recorded against deferred tax asset related to interest expense limitation carryforwards during the 2026 period.
Previous wording
We manage and assess our performance through various means including the use of the financial measures of Adjusted Net Loss, Adjusted EBITDA and Adjusted EBITDA by Segment. A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP measure is provided below. These financial measures are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP financial measures are derived from our consolidated and segment financial information but exclude or adjust for certain items that are included in the most directly comparable GAAP measures. We believe these non-GAAP (“Non-GAAP”) financial measures provide investors with additional insight into our operating performance, underlying business trends, and period-over-period comparability. However, these measures are not in accordance with GAAP, and should not be considered in isolation or as a substitute for the most directly comparable GAAP measures.
Current wording
We manage and assess our performance through various means including the use of the financial measures of Adjusted Net (Loss) Income, Adjusted EBITDA and Adjusted EBITDA by Segment. A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP measure is provided elsewhere in this document. These financial measures are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP financial measures are derived from our consolidated and segment financial information but exclude or adjust for certain items that are included in the most directly comparable GAAP measures. We believe these non-GAAP (“Non-GAAP”) financial measures provide investors with additional insight into our operating performance, underlying business trends, and period-over-period comparability. However, these measures are not in accordance with GAAP, and should not be considered in isolation or as a substitute for the most directly comparable GAAP measures.
Previous wording
We present Adjusted EBITDA and Adjusted EBITDA by Segment because they are key operating measures used by us to assess our financial performance. These measures adjust for items that we believe do not reflect the ongoing operating performance of our business, such as certain non-cash items, unusual or infrequent items or items that change from period to period without any material relevance to our operating performance. We evaluate these measures in conjunction with our results according to GAAP because we believe they provide a more complete understanding of factors and trends affecting our business than GAAP measures alone. Furthermore, the agreements governing our indebtedness contain covenants and other tests based on measures substantially similar to Adjusted EBITDA. Neither Adjusted EBITDA nor Adjusted EBITDA by Segment should be considered as an alternative for Net (loss) income or operating income (loss), our most directly comparable measures presented on a GAAP basis.
Current wording
We present Adjusted Net (Loss) Income, Adjusted EBITDA and Adjusted EBITDA by Segment because they are key operating measures used by us to assess our financial performance. These measures adjust for items that we believe do not reflect the ongoing operating performance of our business, such as certain non-cash items, unusual or infrequent items or items that change from period to period without any material relevance to our operating performance. We evaluate these measures in conjunction with our results according to GAAP because we believe they provide a more complete understanding of factors and trends affecting our business than GAAP measures alone. Furthermore, the agreements governing our indebtedness contain covenants and other tests based on measures substantially similar to Adjusted EBITDA. Neither Adjusted Net (Loss) Income, Adjusted EBITDA nor Adjusted EBITDA by Segment should be considered as an alternative for Net (loss) income or operating income (loss), our most directly comparable measures presented on a GAAP basis.
Previous wording
A reconciliation of Adjusted Net Loss to Net loss is provided in the following table:
Current wording
A reconciliation of Adjusted Net (Loss) Income to Net loss is provided in the following table:
Previous wording
Our working capital as of March 31, 2026, included $143.9 million of cash and cash equivalents and $572.6 million of accounts receivable, net of allowance for expected credit losses, both of which will be a significant source of ongoing liquidity. Additionally, as of March 31, 2026, we had the ability to borrow up to $385.8 million under our 2030 ABL after consideration of the borrowing base limitations and outstanding letters of credit.
Current wording
Our working capital as of June 30, 2026, included $102.3 million of cash and cash equivalents and $634.9 million of accounts receivable, net of allowance for expected credit losses, both of which will be a significant source of ongoing liquidity. Additionally, as of June 30, 2026, we had the ability to borrow up to $399.5 million under our 2030 ABL after consideration of the borrowing base limitations and outstanding letters of credit.
Previous wording
We believe our cash on hand, cashflows from operations and current and possible future credit facilities will be sufficient to satisfy our working capital requirements, purchase commitments, interest payments, transformation initiatives, capital expenditures, and other financing requirements for the foreseeable future.
Current wording
We believe our cash on hand, cash flows from operations and current and possible future credit facilities will be sufficient to satisfy our working capital requirements, purchase commitments, interest payments, transformation initiatives, capital expenditures, and other financing requirements for the foreseeable future.
Previous wording
Cash provided by operating activities during the three months ended March 31, 2026 was $23.7 million compared to cash used in operating activities of $39.6 million during the three months ended March 31, 2025, representing an increase of $63.4 million. The increase primarily reflects favorable movements in working capital, including lower prepaid expenses and other current assets and a smaller decrease in accrued compensation and benefits. Operating cash flows for the three months ended March 31, 2026 also benefited from increased collections of accounts receivable on higher sales. These increases were partially offset by unfavorable changes in our working capital balances, including a larger increase in accounts payable, a decrease in deferred revenue and a decrease in other accrued expenses, which was primarily driven by a decrease in accrued interest payable due to the timing of interest payments at the end of the first quarter of 2026 compared with the fourth quarter of 2025.
Current wording
Cash provided by operating activities during the six months ended June 30, 2026 was $17.2 million compared to cash used in operating activities of $47.7 million during the six months ended June 30, 2025, representing an increase of $65.0 million. The increase primarily reflects favorable movements in working capital, predominantly improved management of accounts receivable, and lower prepaid expenses, partially offset by lower deferred revenue and accrued liabilities.
Previous wording
Net cash provided by investing activities during the three months ended March 31, 2026 primarily consisted of $27.5 million in deferred proceeds from the sale of Jun Group completed in 2025 and $13.4 million cash received for the partial sale of an equity method investment joint venture. These cash inflows were partially offset by purchases of property and equipment of $11.4 million, primarily driven by investments in software, including our enterprise resource planning systems, and purchases of investments in unconsolidated affiliates of $2.0 million.
Current wording
Net cash provided by investing activities during the six months ended June 30, 2026 primarily consisted of $27.5 million in deferred proceeds from the sale of Jun Group completed in 2024 and $13.4 million cash received for the partial sale of an equity method investment joint venture. These cash inflows were partially offset by purchases of property and equipment of $20.8 million, primarily driven by investments in software, including our enterprise resource planning systems, and purchases of investments in unconsolidated affiliates of $2.1 million.
Previous wording
Net cash used in investing activities during the three months ended March 31, 2025 primarily consisted of the purchase of property and equipment of $15.1 million, primarily driven by investments in software, including our enterprise resource planning systems, which includes upgrading our information system platform, and the purchase of investments in unconsolidated affiliates of $3.3 million.
Current wording
Net cash used in investing activities during the six months ended June 30, 2025 primarily consisted of the purchase of property and equipment of $17.2 million, primarily driven by investments in software, including our enterprise resource planning systems, which includes upgrading our information system platform, and the purchase of investments in unconsolidated affiliates of $3.5 million.
Previous wording
Cash flows used in financing activities during the three months ended March 31, 2026 were primarily related to $124.9 million for repayment of the 6.5% Senior Secured Notes (as defined below) and First Term Loan Facility (as defined below) debt in connection with the Refinancing (as defined below), $13.7 million payment of deferred financing fees in connection with the Refinancing (as defined below), $6.5 million quarterly principal payment for the 2026 Term Loan Facility (as defined below), and $2.3 million for payments related to the share repurchase program.
Current wording
Cash flows used in financing activities during the six months ended June 30, 2026 were primarily related to $124.9 million for repayment of the 6.5% Senior Secured Notes and the Term Loan Facility debt and $13.7 million payment of deferred financing fees in connection with the Refinancing (as defined below), $13.0 million for two quarterly principal payments for the 2030 Term Loan Facility, and $17.0 million for payments related to the share repurchase program (as defined below).
Previous wording
Cash flows used in financing activities during the three months ended March 31, 2025 were primarily related to repurchases of Notes of $18.2 million, repayment of principal on our Term Loan Facility of $3.3 million, payments for taxes related to net share settlement of $0.7 million, payments for taxes related to share settlement under the 2020 Incentive Award Plan and payments related to the share repurchase program of $0.9 million.
Current wording
Cash flows used in financing activities during the six months ended June 30, 2025 were primarily related to $18.2 million of repurchases of 6.5% Senior Secured Notes, repayment of principal on the Term Loan Facility of $6.6 million, payments for taxes related to net share settlement of $3.6 million.
Previous wording
During the first quarter of 2026, we completed a refinancing transaction (the “Refinancing”) designed to extend maturities and modify our capital structure, which is more fully described in Note 4—Debt to the condensed consolidated financial statements. As of March 31, 2026, we had $385.8 million of unused availability under the revolving credit facility after giving effect to borrowing base limitations and $62.0 million of outstanding letters of credit.
Current wording
During the first quarter of 2026, we completed, through our indirect wholly-owned subsidiary, Advantage Sales & Marketing Inc. (the “Borrower”), a refinancing transaction (the “Refinancing”) designed to extend maturities and modify our capital structure, which is more fully described in Note 4—Debt to the condensed consolidated financial statements. As of June 30, 2026, we had $399.5 million of unused availability under the revolving credit facility after giving effect to borrowing base limitations and $62.0 million of outstanding letters of credit.
Previous wording
From time to time, we may repurchase portions of our outstanding indebtedness under the 2030 Term Loan Facility and 2030 Notes. Such repurchases, if any, will depend upon prevailing market conditions, our liquidity and capital position, contractual limitations and other factors. The amounts and timing of any such repurchases will be at our discretion and we are under no obligation to repurchase any specific amount of indebtedness.
Current wording
From time to time, the Borrower may repurchase portions of its outstanding indebtedness under the 2030 Term Loan Facility and 2030 Notes. Such repurchases, if any, will depend upon prevailing market conditions, our liquidity and capital position, contractual limitations and other factors. The amounts and timing of any such repurchases will be at our discretion and we are under no obligation to repurchase any specific amount of indebtedness.
Previous wording
During the three months ended March 31, 2026, we executed open market purchases of $2.3 million of our Class A common stock under the 2021 Share Repurchase Program. During the three months ended March 31, 2026, we retired 566,408 treasury shares that had been previously purchased under the 2021 Share Repurchase Program. As of March 31, 2026, there remained $43.8 million of share repurchase availability under the 2021 Share Repurchase Program.
Current wording
During the three and six months ended June 30, 2026, we purchased through the open market and in a private transaction approximately $15.0 million and $17.0 million, respectively, of our Class A common stock under the 2021 Share Repurchase Program. During the six months ended June 30, 2026, we retired 566,408 treasury shares that had been previously purchased under the 2021 Share Repurchase Program. As of June 30, 2026, there remained $29.1 million of share repurchase availability under the 2021 Share Repurchase Program.
Previous wording
Other than the extension of debt maturities resulting from the Refinancing and an increase in required quarterly principal payments under the 2030 Term Loan Facility to approximately $6.5 million from $3.3 million under the First Term Loan Facility, there were no material changes to our contractual future cash requirements from those disclosed in our 2025 Annual Report.
Current wording
Other than the extension of debt maturities resulting from the Refinancing and an increase in required quarterly principal payments under the 2030 Term Loan Facility to approximately $6.5 million from $3.3 million under the previous terms of the Borrower's term loan facility, there were no material changes to our contractual future cash requirements from those disclosed in our 2025 Annual Report.
Previous wording
As of March 31, 2026 and December 31, 2025, $2.2 million and $14.0 million, respectively, of our cash and cash equivalents were held by foreign subsidiaries. As of March 31, 2026, and December 31, 2025, $68.1 million and $37.9 million, respectively, of our cash and cash equivalents were held by foreign branches.
Current wording
As of June 30, 2026 and December 31, 2025, $31.9 million and $14.0 million, respectively, of our cash and cash equivalents were held by foreign subsidiaries. As of June 30, 2026, and December 31, 2025, $43.3 million and $37.9 million, respectively, of our cash and cash equivalents were held by foreign branches.
Previous wording
We expect existing domestic cash and cash flows from operations to continue to be sufficient to fund our domestic operating activities and cash commitments for investing and financing activities, such as debt repayment and capital expenditures, for at least the next 12 months and thereafter for the foreseeable future. Nonetheless, we assessed our determination as to our indefinite reinvestment intent for certain of our foreign subsidiaries and branches and recorded a deferred tax liability of approximately $1.7 million of withholding tax as of March 31, 2026 for unremitted earnings in
Current wording
We expect existing domestic cash and cash flows from operations to continue to be sufficient to fund our domestic operating activities and cash commitments for investing and financing activities, such as debt repayment and capital expenditures, for at least the next 12 months and thereafter for the foreseeable future. Nonetheless, we assessed our determination as to our indefinite reinvestment intent for certain of our foreign subsidiaries and branches and recorded a deferred tax liability of approximately $1.4 million of withholding tax as of June 30, 2026 for unremitted earnings in Canada. We continue to assert indefinite reinvestment on earnings of our foreign operations, other than Canada and the United Kingdom. No deferred tax liability is required for the United Kingdom unremitted earnings. However, we may change our assertion if we identify a higher return on this capital in the U.S. and we are able to repatriate the income in a tax-efficient means.
Previous wording
The Company does not have any off‑balance‑sheet financing arrangements or liabilities, including guarantee contracts, retained or contingent interests in transferred assets, or obligations arising from material variable interests in unconsolidated entities that would require disclosure under applicable accounting guidance. The Company does not have any majority‑owned subsidiaries that are not included in its condensed consolidated financial statements and does not have material interests in, or relationships with, special‑purpose entities.
Current wording
We do not have any off‑balance‑sheet financing arrangements or liabilities, including guarantee contracts, retained or contingent interests in transferred assets, or obligations arising from material variable interests in unconsolidated entities that would require disclosure under applicable accounting guidance. We do not have any majority‑owned subsidiaries that are not included in its condensed consolidated financial statements and does not have material interests in, or relationships with, special‑purpose entities.
Previous wording
Our critical accounting policies and estimates are included in our 2025 Annual Report and did not materially change during the three months ended March 31, 2026.
Current wording
Our critical accounting policies and estimates are included in our 2025 Annual Report and did not materially change during the six months ended June 30, 2026.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Branded Services segment revenues decreased $92.1 million for the six months ended June 30, 2026, as compared to six months ended June 30, 2025. The decrease includes a $29.1 million reduction in revenues from reimbursable expenses. Excluding the impact of reimbursable expenses, the remaining decrease of $63.0 million was primarily attributable to lower volumes, client losses and reductions in scope of services, including the carryover effect of losses that occurred during 2025, which more than offset new business wins. These trends reflect continued macroeconomic uncertainty, as clients continue to manage their brand support spending with heightened scrutiny during the period.
Current report — wording carried from elsewhere
Experiential Services segment revenues increased $140.1 million during the six months ended June 30, 2026, as compared to six months ended June 30, 2025. The increase includes $43.6 million of additional revenues from reimbursable expenses. Excluding the impact of reimbursable expenses, the remaining increase of $96.5 million was primarily driven by higher event volume on improved demand and higher average pricing, reflecting continued recovery and growth in client activation activity.
Current report — wording carried from elsewhere
We recognized provision for income taxes of $45.1 million and $11.8 million for the six months ended June 30, 2026 and 2025, respectively. The year‑over‑year change primarily reflects an increase in the valuation allowance recorded against deferred tax asset related to interest expense limitation carryforwards during the 2026 period.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Canada. We continue to assert indefinite reinvestment on earnings of our foreign operations, other than Canada and the United Kingdom. No deferred tax liability is required for the United Kingdom unremitted earnings. However, we may change our assertion if we identify a higher return on this capital in the U.S. and we are able to repatriate the income in a tax-efficient means.