Cover
Cover | 9 Months Ended |
Sep. 30, 2020 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | false |
Entity Registrant Name | Advantage Solutions Inc. |
Entity Central Index Key | 0001776661 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | |||
Cash and cash equivalents | $ 486,396,000 | $ 184,224,000 | $ 141,590,000 |
Restricted cash | 17,429,000 | 14,801,000 | 2,929,000 |
Accounts receivable | 553,584,000 | 684,046,000 | 643,805,000 |
Prepaid expenses and other current assets | 125,409,000 | 69,420,000 | 81,819,000 |
Total current assets | 1,182,818,000 | 952,491,000 | 870,143,000 |
Property and equipment, net | 85,069,000 | 114,690,000 | 108,122,000 |
Goodwill | 2,153,855,000 | 2,116,696,000 | 2,106,367,000 |
Other intangible assets, net | 2,489,465,000 | 2,600,596,000 | 2,778,356,000 |
Investments in unconsolidated affiliates | 113,804,000 | 111,663,000 | 106,307,000 |
Other assets | 76,348,000 | 116,547,000 | 25,636,000 |
Total assets | 6,101,359,000 | 6,012,683,000 | 5,994,931,000 |
Current liabilities | |||
Current portion of long-term debt | 26,170,000 | 27,655,000 | 26,348,000 |
Accounts payable | 171,321,000 | 179,415,000 | 157,473,000 |
Accrued compensation and benefits | 157,436,000 | 136,645,000 | 116,058,000 |
Other accrued expenses | 110,314,000 | 128,835,000 | 127,024,000 |
Deferred revenues | 49,762,000 | 45,581,000 | 41,961,000 |
Total current liabilities | 515,003,000 | 518,131,000 | 468,864,000 |
Long-term debt, net of current portion | 3,287,349,000 | 3,172,087,000 | 3,181,465,000 |
Deferred income tax liabilities, net | 502,891,000 | 506,362,000 | 571,428,000 |
Other long-term liabilities | 148,396,000 | 146,297,000 | 103,860,000 |
Total liabilities | 4,453,639,000 | 4,342,877,000 | 4,325,617,000 |
Commitments and contingencies | |||
Stockholders' equity: | |||
Common stock | |||
Additional paid in capital | 2,339,141,000 | 2,337,491,000 | 2,336,287,000 |
(Accumulated deficit) / retained earnings | (768,458,000) | (745,295,000) | (724,123,000) |
Loans to Karman Topco L.P. | (6,320,000) | (6,244,000) | (6,050,000) |
Accumulated other comprehensive loss | (8,500,000) | (8,153,000) | (13,650,000) |
Total equity attributable to stockholder | 1,555,863,000 | 1,577,799,000 | 1,592,464,000 |
Nonredeemable noncontrolling interest | 91,857,000 | 92,007,000 | 76,850,000 |
Total stockholder's equity | 1,647,720,000 | 1,669,806,000 | 1,669,314,000 |
Total liabilities and stockholder's equity | 6,101,359,000 | 6,012,683,000 | $ 5,994,931,000 |
Predecessor Company | |||
Current assets | |||
Cash and cash equivalents | 514,982 | 951,060 | |
Prepaid expenses | 166,667 | 316,667 | |
Prepaid income taxes | 265,695 | 25,327 | |
Total current assets | 947,344 | 1,293,054 | |
Marketable securities held in Trust Account | 453,742,245 | 452,816,525 | |
Total assets | 454,689,589 | 454,109,579 | |
Current liabilities | |||
Accounts payable and accrued expenses | 4,621,248 | 100,000 | |
Accounts payable - related party | 248,028 | 127,912 | |
Total current liabilities | 4,869,276 | 227,912 | |
Deferred underwriting commissions | 15,750,000 | 15,750,000 | |
Total liabilities | 20,619,276 | 15,977,912 | |
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 | 429,070,310 | 433,131,660 | |
Stockholders' equity: | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Additional paid in capital | 6,590,882 | 2,529,572 | |
(Accumulated deficit) / retained earnings | (1,592,213) | 2,469,141 | |
Total equity attributable to stockholder | 5,000,003 | 5,000,007 | |
Total liabilities and stockholder's equity | 454,689,589 | 454,109,579 | |
Predecessor Company | Class A Common Stock | |||
Stockholders' equity: | |||
Common stock | 209 | 169 | |
Total equity attributable to stockholder | 209 | 169 | |
Predecessor Company | Class B Common Stock | |||
Stockholders' equity: | |||
Common stock | 1,125 | 1,125 | |
Total equity attributable to stockholder | $ 1,125 | $ 1,125 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts receivable, net of allowance | $ 12,681 | $ 15,107 | $ 4,996 |
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000 | 1,000 | 1,000 |
Common stock, shares issued | 125 | 125 | 125 |
Common stock, shares outstanding | 125 | 125 | 125 |
Predecessor Company | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Class A Common Stock | Predecessor Company | |||
Common stock share redemption, par value | $ 0.0001 | $ 0.0001 | |
Common stock share redemption, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, shares issued | 2,092,969 | 1,686,834 | |
Common stock, shares outstanding | 2,092,969 | 1,686,834 | |
Common stock subject to possible redemption | 42,907,031 | 43,313,166 | |
Class B Common Stock | Predecessor Company | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 50,000,000 | 50,000,000 | |
Common stock, shares issued | 11,250,000 | 11,250,000 | |
Common stock, shares outstanding | 11,250,000 | 11,250,000 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive (Loss) Income - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | $ 784,345,000 | $ 981,682,000 | $ 2,305,284,000 | $ 2,772,187,000 | $ 3,785,063,000 | $ 3,707,628,000 | $ 2,416,927,000 | ||
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 625,363,000 | 809,243,000 | 1,881,979,000 | 2,323,341,000 | 3,163,443,000 | 3,108,651,000 | 1,892,694,000 | ||
Selling, general, and administrative expenses | 11,855,000 | 38,042,000 | 133,480,000 | 134,786,000 | 175,373,000 | 152,493,000 | 135,441,000 | ||
Impairment of goodwill and indefinite-lived assets | 1,232,000,000 | ||||||||
(Recovery from) loss on Take 5 | (7,700,000) | 79,165,000 | |||||||
Depreciation and amortization | 58,556,000 | 57,872,000 | 177,513,000 | 174,424,000 | 232,573,000 | 225,233,000 | 179,990,000 | ||
Total expenses | 695,774,000 | 905,157,000 | 2,185,272,000 | 2,632,551,000 | 3,571,389,000 | 4,797,542,000 | 2,208,125,000 | ||
Operating income (loss) | 88,571,000 | 76,525,000 | 120,012,000 | 139,636,000 | 213,674,000 | (1,089,914,000) | 208,802,000 | ||
Interest expense, net | 48,243,000 | 57,762,000 | 151,558,000 | 178,471,000 | 232,077,000 | 229,643,000 | 179,566,000 | ||
Other income: | |||||||||
Income (loss) before income taxes | 40,328,000 | 18,763,000 | (31,546,000) | (38,835,000) | (18,403,000) | (1,319,557,000) | 29,236,000 | ||
Provision for (benefit from) income taxes | 3,623,000 | (3,968,000) | (8,714,000) | (4,277,000) | 1,353,000 | (168,334,000) | (358,806,000) | ||
Net (loss) income | 36,705,000 | 22,731,000 | (22,832,000) | (34,558,000) | (19,756,000) | (1,151,223,000) | 388,042,000 | ||
Less: net income attributable to noncontrolling interest | 756,000 | 142,000 | 331,000 | 649,000 | 1,416,000 | 6,109,000 | 1,637,000 | ||
Net income (loss) | 35,949,000 | 22,589,000 | (23,163,000) | (35,207,000) | (21,172,000) | (1,157,332,000) | 386,405,000 | ||
Other comprehensive income (loss), net tax: | |||||||||
Foreign currency translation adjustments | 5,970,000 | (3,576,000) | (347,000) | (1,772,000) | 5,497,000 | (8,961,000) | 7,793,000 | ||
Total comprehensive income (loss) attributable to stockholder of Advantage Solutions Inc | $ 41,919,000 | $ 19,013,000 | $ (23,510,000) | $ (36,979,000) | $ (15,675,000) | $ (1,166,293,000) | $ 394,198,000 | ||
Net income (loss) per common share: | |||||||||
Basic | $ 287,595 | $ 180,713 | $ (185,304) | $ (281,655) | $ (169,386) | $ (9,258,643) | $ 3,829,953 | ||
Diluted | $ 287,595 | $ 180,713 | $ (185,304) | $ (281,655) | $ (169,386) | $ (9,258,643) | $ 3,829,953 | ||
Weighted-average number of common shares: | |||||||||
Basic | 125 | 125 | 125 | 125 | 125 | 125 | 101 | ||
Diluted | 125 | 125 | 125 | 125 | 125 | 125 | 101 | ||
Predecessor Company | |||||||||
General and administrative expenses | $ 4,968,078 | $ 138,090 | $ 140,090 | $ 279,580 | $ 5,290,115 | ||||
State franchise taxes | 50,000 | 50,000 | 50,000 | 100,000 | 150,000 | ||||
Operating income (loss) | (5,018,078) | (188,090) | (190,090) | (379,580) | (5,440,115) | ||||
Other income: | |||||||||
Interest income earned on cash equivalents and marketable securities held in Trust Account | 34,433 | 1,697,230 | 1,697,230 | 3,579,393 | 1,705,394 | ||||
Income (loss) before income taxes | (4,983,645) | 1,509,140 | 1,507,140 | 3,199,813 | (3,734,721) | ||||
Provision for (benefit from) income taxes | (3,269) | 345,918 | 345,918 | 730,672 | 326,633 | ||||
Net income (loss) | $ (4,980,376) | $ 1,163,222 | $ 1,161,222 | $ 2,469,141 | $ (4,061,354) | ||||
Predecessor Company | Class A Common Stock | |||||||||
Other comprehensive income (loss), net tax: | |||||||||
Weighted average number of shares outstanding, basic and diluted | 45,000,000 | 45,000,000 | 45,000,000 | 45,000,000 | 45,000,000 | ||||
Net income (loss) per common share: | |||||||||
Basic and diluted | $ (0.01) | $ 0.03 | $ 0.03 | $ 0.05 | $ 0.01 | ||||
Predecessor Company | Class B Common Stock | |||||||||
Other comprehensive income (loss), net tax: | |||||||||
Weighted average number of shares outstanding, basic and diluted | 11,250,000 | 11,250,000 | 11,250,000 | 11,250,000 | 11,250,000 | ||||
Net income (loss) per common share: | |||||||||
Basic and diluted | $ (0.41) | $ 0 | $ 0 | $ 0 | $ (0.41) |
Condensed Statements of Changes
Condensed Statements of Changes In Stockholders' Equity - USD ($) | Total | Common Stock | Additional Paid-in Capital | (Accumulated Deficit) / Retained Earnings | Loans to Parent | Accumulated Other Comprehensive Income (Loss) | Advantage Solutions Inc. Stockholder's Equity | Nonredeemable noncontrolling Interests | Predecessor Company | Predecessor CompanyClass A Common Stock | Predecessor CompanyClass B Common Stock | Predecessor CompanyAdditional Paid-in Capital | Predecessor Company(Accumulated Deficit) / Retained Earnings |
Balance at Dec. 31, 2016 | $ 1,735,845,000 | $ 1,668,003,000 | $ 46,804,000 | $ (218,000) | $ (12,482,000) | $ 1,702,107,000 | $ 33,738,000 | ||||||
Balance (in shares) at Dec. 31, 2016 | 100 | ||||||||||||
Comprehensive income | |||||||||||||
Net (loss) income | 388,042,000 | 386,405,000 | 386,405,000 | 1,637,000 | |||||||||
Foreign currency translation adjustments | 14,415,000 | 7,793,000 | 7,793,000 | 6,622,000 | |||||||||
Total comprehensive (loss) income | 402,457,000 | 394,198,000 | 8,259,000 | ||||||||||
Issuance of equity in relation to the acquisition of Daymon | 671,101,000 | 671,101,000 | 671,101,000 | ||||||||||
Issuance of equity in relation to the acquisition of Daymon (in shares) | 25 | ||||||||||||
Increase in noncontrolling interest | 31,737,000 | 31,737,000 | |||||||||||
Redemption of noncontrolling interest | 662,000 | 662,000 | 662,000 | ||||||||||
Loans to Karman Topco L.P. | (30,000) | (30,000) | (30,000) | ||||||||||
Equity-based compensation | 5,594,000 | 5,594,000 | 5,594,000 | ||||||||||
Balance at Dec. 31, 2017 | 2,847,366,000 | 2,345,360,000 | 433,209,000 | (248,000) | (4,689,000) | 2,773,632,000 | 73,734,000 | ||||||
Comprehensive income | |||||||||||||
Net income (loss) | 386,405,000 | ||||||||||||
Balance (in shares) at Dec. 31, 2017 | 125 | ||||||||||||
Comprehensive income | |||||||||||||
Net (loss) income | (1,151,223,000) | (1,157,332,000) | (1,157,332,000) | 6,109,000 | |||||||||
Foreign currency translation adjustments | (12,345,000) | (8,961,000) | (8,961,000) | (3,384,000) | |||||||||
Total comprehensive (loss) income | (1,163,568,000) | (1,166,293,000) | 2,725,000 | ||||||||||
Increase in noncontrolling interest | 588,000 | 588,000 | |||||||||||
Redemption of noncontrolling interest | (1,393,000) | (1,196,000) | (1,196,000) | (197,000) | |||||||||
Loans to Karman Topco L.P. | (5,802,000) | (5,802,000) | (5,802,000) | ||||||||||
Equity-based compensation | (7,877,000) | (7,877,000) | (7,877,000) | ||||||||||
Balance at Dec. 31, 2018 | 1,669,314,000 | 2,336,287,000 | (724,123,000) | (6,050,000) | (13,650,000) | 1,592,464,000 | 76,850,000 | ||||||
Comprehensive income | |||||||||||||
Net income (loss) | (1,157,332,000) | ||||||||||||
Balance at Dec. 31, 2018 | 1,592,464,000 | ||||||||||||
Balance (in shares) at Dec. 31, 2018 | 125 | ||||||||||||
Comprehensive income | |||||||||||||
Net (loss) income | (34,558,000) | (35,207,000) | (35,207,000) | 649,000 | |||||||||
Foreign currency translation adjustments | (5,099,000) | (1,772,000) | (1,772,000) | (3,327,000) | |||||||||
Total comprehensive (loss) income | (39,657,000) | (36,979,000) | (2,678,000) | ||||||||||
Increase in noncontrolling interest | 9,632,000 | 9,632,000 | |||||||||||
Redemption of noncontrolling interest | (632,000) | (109,000) | (109,000) | (523,000) | |||||||||
Loans to Karman Topco L.P. | (113,000) | (113,000) | (113,000) | ||||||||||
Equity-based compensation | 773,000 | 773,000 | 773,000 | ||||||||||
Balance at Sep. 30, 2019 | 1,639,317,000 | 2,336,951,000 | (759,330,000) | (6,163,000) | (15,422,000) | 1,556,036,000 | 83,281,000 | ||||||
Comprehensive income | |||||||||||||
Net income (loss) | (35,207,000) | ||||||||||||
Balance at Sep. 30, 2019 | $ 5,000,008 | $ 182 | $ 1,125 | $ 3,837,479 | $ 1,161,222 | ||||||||
Balance (in shares) at Sep. 30, 2019 | 125 | 1,817,626 | 11,250,000 | ||||||||||
Balance at Dec. 31, 2018 | 1,592,464,000 | ||||||||||||
Balance at Dec. 31, 2018 | 1,669,314,000 | 2,336,287,000 | (724,123,000) | (6,050,000) | (13,650,000) | 1,592,464,000 | 76,850,000 | ||||||
Balance (in shares) at Dec. 31, 2018 | 125 | ||||||||||||
Comprehensive income | |||||||||||||
Net (loss) income | (19,756,000) | (21,172,000) | (21,172,000) | 1,416,000 | |||||||||
Foreign currency translation adjustments | 7,012,000 | 5,497,000 | 5,497,000 | 1,515,000 | |||||||||
Total comprehensive (loss) income | (12,744,000) | (15,675,000) | 2,931,000 | ||||||||||
Increase in noncontrolling interest | 12,749,000 | 12,749,000 | |||||||||||
Redemption of noncontrolling interest | (632,000) | (109,000) | (109,000) | (523,000) | |||||||||
Loans to Karman Topco L.P. | (194,000) | (194,000) | (194,000) | ||||||||||
Equity-based compensation | 1,313,000 | 1,313,000 | 1,313,000 | ||||||||||
Balance at Dec. 31, 2019 | 1,669,806,000 | 2,337,491,000 | (745,295,000) | (6,244,000) | (8,153,000) | 1,577,799,000 | 92,007,000 | ||||||
Comprehensive income | |||||||||||||
Net income (loss) | (21,172,000) | ||||||||||||
Balance at Dec. 31, 2019 | 1,577,799,000 | 5,000,007 | $ 169 | $ 1,125 | 2,529,572 | 2,469,141 | |||||||
Balance (in shares) at Dec. 31, 2019 | 125 | 1,686,834 | 11,250,000 | ||||||||||
Balance at May. 01, 2019 | 0 | ||||||||||||
Balance (in shares) at May. 01, 2019 | 0 | ||||||||||||
Issuance of Class B common stock to Sponsor | 25,000 | $ 1,150 | 23,850 | ||||||||||
Comprehensive income | |||||||||||||
Issuance of Class B common stock to Sponsor (in Shares) | 11,500,000 | ||||||||||||
Balance at Jun. 30, 2019 | 1,619,935,000 | 2,336,388,000 | (781,919,000) | (6,125,000) | (11,846,000) | 1,536,498,000 | 83,437,000 | ||||||
Comprehensive income | |||||||||||||
Net income (loss) | (2,000) | (2,000) | |||||||||||
Balance at Jun. 30, 2019 | 23,000 | $ 1,150 | 23,850 | (2,000) | |||||||||
Balance (in shares) at Jun. 30, 2019 | 125 | 11,500,000 | |||||||||||
Balance at May. 01, 2019 | 0 | ||||||||||||
Balance (in shares) at May. 01, 2019 | 0 | ||||||||||||
Balance at Sep. 30, 2019 | 1,639,317,000 | 2,336,951,000 | (759,330,000) | (6,163,000) | (15,422,000) | 1,556,036,000 | 83,281,000 | ||||||
Comprehensive income | |||||||||||||
Net income (loss) | 1,161,222 | ||||||||||||
Balance at Sep. 30, 2019 | 5,000,008 | $ 182 | $ 1,125 | 3,837,479 | $ 1,161,222 | ||||||||
Balance (in shares) at Sep. 30, 2019 | 125 | 1,817,626 | 11,250,000 | ||||||||||
Balance at May. 01, 2019 | 0 | ||||||||||||
Balance (in shares) at May. 01, 2019 | 0 | ||||||||||||
Issuance of Class B common stock to Sponsor | 25,000 | $ 1,150 | 23,850 | ||||||||||
Comprehensive income | |||||||||||||
Issuance of Class B common stock to Sponsor (in Shares) | 11,500,000 | ||||||||||||
Sale of Units in Initial Public Offering | 450,000,000 | $ 4,500 | 449,995,500 | ||||||||||
Sale of Units in Initial Public Offering (in Shares) | 45,000,000 | ||||||||||||
Sale of 7,333,333 Private Placement Warrants to Sponsor | $ 11,000,000 | $ 11,000,000 | |||||||||||
Balance at Dec. 31, 2019 | 1,669,806,000 | 2,337,491,000 | (745,295,000) | (6,244,000) | (8,153,000) | 1,577,799,000 | 92,007,000 | ||||||
Comprehensive income | |||||||||||||
Sale of 7,333,333 Private Placement Warrants to Sponsor (in Shares) | 0 | 0 | 0 | 0 | 0 | ||||||||
Underwriting discounts and offering costs | $ (25,362,474) | $ (25,362,474) | |||||||||||
Forfeiture of Class B common stock | $ (25) | 25 | |||||||||||
Forfeiture of Class B common stock (in Shares) | 250,000 | ||||||||||||
Common stock subject to possible redemption | (433,131,660) | $ (4,331) | (433,127,329) | ||||||||||
Common stock subject to possible redemption (in Shares) | (43,313,166) | ||||||||||||
Net income (loss) | 2,469,141 | $ 2,469,141 | |||||||||||
Balance at Dec. 31, 2019 | 1,577,799,000 | 5,000,007 | $ 169 | $ 1,125 | 2,529,572 | 2,469,141 | |||||||
Balance (in shares) at Dec. 31, 2019 | 125 | 1,686,834 | 11,250,000 | ||||||||||
Balance at Jun. 30, 2019 | 23,000 | $ 1,150 | 23,850 | $ (2,000) | |||||||||
Balance at Jun. 30, 2019 | 1,619,935,000 | 2,336,388,000 | (781,919,000) | (6,125,000) | (11,846,000) | 1,536,498,000 | 83,437,000 | ||||||
Sale of Units in Initial Public Offering (in Shares) | 45,000,000 | ||||||||||||
Balance (in shares) at Jun. 30, 2019 | 125 | 11,500,000 | |||||||||||
Comprehensive income | |||||||||||||
Net (loss) income | 22,731,000 | 22,589,000 | 22,589,000 | 142,000 | |||||||||
Foreign currency translation adjustments | (6,377,000) | (3,576,000) | (3,576,000) | (2,801,000) | |||||||||
Total comprehensive (loss) income | 16,354,000 | 19,013,000 | (2,659,000) | ||||||||||
Increase in noncontrolling interest | 2,503,000 | 2,503,000 | |||||||||||
Loans to Karman Topco L.P. | (38,000) | (38,000) | (38,000) | ||||||||||
Equity-based compensation | 563,000 | 563,000 | 563,000 | ||||||||||
Sale of 7,333,333 Private Placement Warrants to Sponsor | $ 11,000,000 | $ 11,000,000 | |||||||||||
Balance at Sep. 30, 2019 | 1,639,317,000 | 2,336,951,000 | (759,330,000) | (6,163,000) | (15,422,000) | 1,556,036,000 | 83,281,000 | ||||||
Comprehensive income | |||||||||||||
Sale of 7,333,333 Private Placement Warrants to Sponsor (in Shares) | 0 | 0 | 0 | 0 | 0 | ||||||||
Offering costs | $ (25,362,474) | $ (25,362,474) | |||||||||||
Forfeiture of Class B common stock | $ 25 | (25) | |||||||||||
Forfeiture of Class B common stock (in Shares) | 250,000 | ||||||||||||
Shares subject to possible redemption | (431,823,740) | $ (4,318) | (431,819,422) | ||||||||||
Shares subject to possible redemption (in Shares) | (43,182,374) | ||||||||||||
Net income (loss) | 22,589,000 | 1,163,222 | $ 1,163,222 | ||||||||||
Balance at Sep. 30, 2019 | 5,000,008 | $ 182 | $ 1,125 | 3,837,479 | 1,161,222 | ||||||||
Balance (in shares) at Sep. 30, 2019 | 125 | 1,817,626 | 11,250,000 | ||||||||||
Sale of Units in Initial Public Offering | 450,000,000 | $ 4,500 | 449,995,500 | ||||||||||
Balance at Dec. 31, 2019 | 1,577,799,000 | 5,000,007 | $ 169 | $ 1,125 | 2,529,572 | 2,469,141 | |||||||
Balance at Dec. 31, 2019 | 1,669,806,000 | 2,337,491,000 | (745,295,000) | (6,244,000) | (8,153,000) | 1,577,799,000 | 92,007,000 | ||||||
Balance (in shares) at Dec. 31, 2019 | 125 | 1,686,834 | 11,250,000 | ||||||||||
Comprehensive income | |||||||||||||
Common stock subject to possible redemption | (901,390) | $ (9) | (901,381) | ||||||||||
Common stock subject to possible redemption (in Shares) | (90,139) | ||||||||||||
Net income (loss) | 901,393 | 901,393 | |||||||||||
Balance at Mar. 31, 2020 | 5,000,010 | $ 160 | $ 1,125 | 1,628,191 | 3,370,534 | ||||||||
Balance (in shares) at Mar. 31, 2020 | 1,596,695 | 11,250,000 | |||||||||||
Balance at Dec. 31, 2019 | 1,577,799,000 | 5,000,007 | $ 169 | $ 1,125 | 2,529,572 | 2,469,141 | |||||||
Balance at Dec. 31, 2019 | 1,669,806,000 | 2,337,491,000 | (745,295,000) | (6,244,000) | (8,153,000) | 1,577,799,000 | 92,007,000 | ||||||
Balance (in shares) at Dec. 31, 2019 | 125 | 1,686,834 | 11,250,000 | ||||||||||
Comprehensive income | |||||||||||||
Net (loss) income | (22,832,000) | (23,163,000) | (23,163,000) | 331,000 | |||||||||
Foreign currency translation adjustments | (828,000) | (347,000) | (347,000) | (481,000) | |||||||||
Total comprehensive (loss) income | (23,660,000) | (23,510,000) | (150,000) | ||||||||||
Loans to Karman Topco L.P. | (76,000) | (76,000) | (76,000) | ||||||||||
Equity-based compensation | 1,650,000 | 1,650,000 | 1,650,000 | ||||||||||
Balance at Sep. 30, 2020 | 1,647,720,000 | 2,339,141,000 | (768,458,000) | (6,320,000) | (8,500,000) | 1,555,863,000 | 91,857,000 | ||||||
Comprehensive income | |||||||||||||
Net income (loss) | (23,163,000) | (4,061,354) | |||||||||||
Balance at Sep. 30, 2020 | 1,555,863,000 | 5,000,003 | $ 209 | $ 1,125 | 6,590,882 | (1,592,213) | |||||||
Balance (in shares) at Sep. 30, 2020 | 125 | 2,092,969 | 11,250,000 | ||||||||||
Balance at Mar. 31, 2020 | 5,000,010 | $ 160 | $ 1,125 | 1,628,191 | 3,370,534 | ||||||||
Balance (in shares) at Mar. 31, 2020 | 1,596,695 | 11,250,000 | |||||||||||
Balance at Jun. 30, 2020 | 1,601,465,000 | 2,339,141,000 | (804,407,000) | (6,282,000) | (14,470,000) | 1,513,982,000 | 87,483,000 | ||||||
Comprehensive income | |||||||||||||
Common stock subject to possible redemption | (17,630) | $ (1) | (17,629) | ||||||||||
Common stock subject to possible redemption (in Shares) | (1,763) | ||||||||||||
Net income (loss) | 17,629 | 17,629 | |||||||||||
Balance at Jun. 30, 2020 | 5,000,009 | $ 159 | $ 1,125 | 1,610,562 | 3,388,163 | ||||||||
Balance (in shares) at Jun. 30, 2020 | 125 | 1,594,932 | 11,250,000 | ||||||||||
Common stock subject to possible redemption | 4,980,370 | $ 50 | 4,980,320 | ||||||||||
Common stock subject to possible redemption (in Shares) | 498,037 | ||||||||||||
Comprehensive income | |||||||||||||
Net (loss) income | 36,705,000 | 35,949,000 | 35,949,000 | 756,000 | |||||||||
Foreign currency translation adjustments | 9,588,000 | 5,970,000 | 5,970,000 | 3,618,000 | |||||||||
Total comprehensive (loss) income | 46,293,000 | 41,919,000 | 4,374,000 | ||||||||||
Loans to Karman Topco L.P. | (38,000) | (38,000) | (38,000) | ||||||||||
Balance at Sep. 30, 2020 | 1,647,720,000 | $ 2,339,141,000 | $ (768,458,000) | $ (6,320,000) | $ (8,500,000) | $ 1,555,863,000 | $ 91,857,000 | ||||||
Comprehensive income | |||||||||||||
Net income (loss) | 35,949,000 | (4,980,376) | (4,980,376) | ||||||||||
Balance at Sep. 30, 2020 | $ 1,555,863,000 | $ 5,000,003 | $ 209 | $ 1,125 | $ 6,590,882 | $ (1,592,213) | |||||||
Balance (in shares) at Sep. 30, 2020 | 125 | 2,092,969 | 11,250,000 |
Condensed Statements of Chang_2
Condensed Statements of Changes In Stockholders' Equity (Parenthetical) - shares | 3 Months Ended | 8 Months Ended |
Sep. 30, 2019 | Dec. 31, 2019 | |
Predecessor Company | ||
Sale of private placement warrants to sponsor | 7,333,333 | 7,333,333 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 5 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
Net (loss) income | $ (22,832,000) | $ (34,558,000) | $ (19,756,000) | $ (1,151,223,000) | $ 388,042,000 | ||
Net income (loss) | (23,163,000) | (35,207,000) | (21,172,000) | (1,157,332,000) | 386,405,000 | ||
Adjustments to reconcile net income / (loss) to net cash used in operating activities: | |||||||
Non-cash interest expense | 11,928,000 | 15,000,000 | 18,980,000 | 19,120,000 | 14,934,000 | ||
Impairment of goodwill and long-lived assets | 1,232,000,000 | ||||||
Loss on Take 5 | 79,165,000 | ||||||
Depreciation and amortization | 177,513,000 | 174,424,000 | 232,573,000 | 225,233,000 | 179,990,000 | ||
Fair value adjustments related to contingent consideration liabilities | 4,162,000 | 7,779,000 | 6,064,000 | (45,662,000) | 20,656,000 | ||
Deferred income taxes | (3,432,000) | (37,984,000) | (68,063,000) | (213,615,000) | (427,098,000) | ||
Equity-based compensation | 1,650,000 | 773,000 | 1,313,000 | (7,877,000) | 5,594,000 | ||
Equity in earnings of unconsolidated affiliates | (3,116,000) | (2,967,000) | (4,850,000) | (4,784,000) | (3,262,000) | ||
Distribution received from unconsolidated affiliates | 162,000 | 568,000 | 707,000 | 2,058,000 | 2,460,000 | ||
Loss on disposal of fixed assets | 18,682,000 | ||||||
Noncash expenses related to lease abandonments | (1,777,000) | ||||||
Loss on divestiture | 769,000 | 1,033,000 | |||||
Change in operating assets and liabilities: | |||||||
Accounts receivable | 131,229,000 | 13,027,000 | (33,290,000) | 73,693,000 | (63,017,000) | ||
Prepaid expense and other assets | 31,839,000 | 7,423,000 | 19,114,000 | (2,101,000) | 634,000 | ||
Accounts payable | (10,992,000) | 10,037,000 | 21,635,000 | (14,364,000) | (5,718,000) | ||
Accrued compensation and benefits | 20,942,000 | 25,867,000 | 19,417,000 | (2,930,000) | (26,054,000) | ||
Deferred revenues | 3,247,000 | 1,214,000 | 2,207,000 | 12,688,000 | (7,515,000) | ||
Other accrued expenses and other liabilities | (69,100,000) | (50,524,000) | (45,741,000) | (75,053,000) | (9,454,000) | ||
Net cash provided by operating activities | 290,105,000 | 130,848,000 | 151,343,000 | 126,348,000 | 70,192,000 | ||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
Purchase of businesses, net of cash acquired | (51,389,000) | (5,171,000) | (10,582,000) | (186,014,000) | (59,850,000) | ||
Purchase of investment in unconsolidated affiliates | (1,493,000) | (1,881,000) | (269,000) | (7,285,000) | |||
Purchase of property and equipment | (23,183,000) | (36,739,000) | (52,419,000) | (47,162,000) | (34,935,000) | ||
Proceeds from divestiture | 1,750,000 | 1,750,000 | 2,000,000 | ||||
Return on investments from unconsolidated affiliates | 821,000 | 1,324,000 | 2,060,000 | ||||
Net cash provided by / (used in) investing activities | (74,572,000) | (40,832,000) | (61,808,000) | (231,445,000) | (100,010,000) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
Borrowings under lines of credit | 104,918,000 | 9,964,000 | 20,070,000 | 30,000,000 | 90,000,000 | ||
Payments on lines of credit | (106,153,000) | (10,085,000) | (19,697,000) | (30,000,000) | (110,000,000) | ||
Proceeds from issuance of long-term debt | 350,368,000 | 225,619,000 | |||||
Proceeds from accounts receivable securitization facility | 120,000,000 | ||||||
Proceeds from government loans for COVID-19 relief | 2,846,000 | ||||||
Principal payments on long-term debt | (19,793,000) | (19,075,000) | (25,810,000) | (27,070,000) | (24,379,000) | ||
Settlement of Daymon Credit Agreement | (205,128,000) | ||||||
Contingent consideration and holdback payments | (11,364,000) | (22,396,000) | (21,172,000) | (26,811,000) | (35,113,000) | ||
Financing fees paid | (17,071,000) | (9,708,000) | |||||
Holdback payments | (1,224,000) | (845,000) | |||||
Contribution from noncontrolling interest | 7,129,000 | 10,257,000 | 31,185,000 | ||||
Redemption of noncontrolling interest | (632,000) | (632,000) | (3,303,000) | ||||
Net cash (used in) provided by financing activities | 90,454,000 | (35,095,000) | (38,208,000) | 70,140,000 | 167,604,000 | ||
Net effect of foreign currency fluctuations on cash | (1,187,000) | (1,239,000) | 3,179,000 | (9,146,000) | 2,762,000 | ||
Net change in cash, cash equivalents and restricted cash | 304,800,000 | 53,682,000 | 54,506,000 | (44,103,000) | 140,548,000 | ||
Cash and cash equivalents at beginning of period | 184,224,000 | 141,590,000 | 141,590,000 | 186,706,000 | |||
Cash, cash equivalents and restricted cash, beginning of period | 199,025,000 | 144,519,000 | 144,519,000 | 188,622,000 | 48,074,000 | ||
Cash and cash equivalents at end of period | $ 184,224,000 | 486,396,000 | 184,224,000 | 141,590,000 | 186,706,000 | ||
Cash, cash equivalents and restricted cash, end of period | $ 198,201,000 | 199,025,000 | 503,825,000 | 198,201,000 | 199,025,000 | 144,519,000 | 188,622,000 |
SUPPLEMENTAL CASH FLOW INFORMATION | |||||||
Cash payments for interest | 210,209,000 | 228,230,000 | 153,329,000 | ||||
Cash payments for income taxes | 59,465,000 | 70,248,000 | 61,068,000 | ||||
Non-cash issuance of equity | 671,101,000 | ||||||
Non-cash proceeds from divestitures | 6,750,000 | ||||||
Purchase of property and equipment recorded in accounts payable and accrued expenses | 135,000 | 570,000 | 250,000 | $ 2,690,000 | $ 137,000 | ||
Note payable related to settlement of contingent consideration | 6,194,000 | 9,385,000 | |||||
Predecessor Company | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
Net income (loss) | 1,161,222 | 2,469,141 | (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 | (1,693,512) | (3,572,525) | (1,703,007) | ||||
Change in operating assets and liabilities: | |||||||
Prepaid expenses | (366,667) | (316,667) | 150,000 | ||||
Prepaid income taxes | (25,327) | (240,368) | |||||
Accounts payable and accrued expenses | 102,125 | 100,000 | 4,521,248 | ||||
Accounts payable - related party | 52,256 | 127,912 | 120,116 | ||||
Income taxes payable | 345,918 | ||||||
Net cash provided by operating activities | (398,658) | (1,217,466) | (1,213,365) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
Cash deposited in Trust Account | (450,000,000) | (450,000,000) | |||||
Investment income released from Trust Account | 210,000 | 756,000 | 777,287 | ||||
Net cash provided by / (used in) investing activities | (449,790,000) | (449,244,000) | 777,287 | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
Proceeds from sale of Class A common stock to public | 450,000,000 | 450,000,000 | |||||
Proceeds from sale of Private Placement Warrants to Sponsor | 11,000,000 | 11,000,000 | |||||
Payment of underwriters' discount | (9,000,000) | (9,000,000) | |||||
Payment of offering costs | (587,474) | (587,474) | |||||
Proceeds from Promissory Note - related party | 141,636 | 141,636 | |||||
Payment of offering costs | (141,636) | ||||||
Repayment of Promissory Note - related party | (141,636) | ||||||
Net cash (used in) provided by financing activities | 451,412,526 | 451,412,526 | |||||
Net change in cash | 1,223,868 | 951,060 | (436,078) | ||||
Cash and cash equivalents at beginning of period | 951,060 | ||||||
Cash and cash equivalents at end of period | 1,223,868 | 951,060 | 514,982 | $ 1,223,868 | $ 951,060 | ||
Supplemental disclosure of noncash investing and financing activities: | |||||||
Change in value of Class A common stock subject to possible redemption | 431,823,740 | 433,131,660 | (4,061,350) | ||||
Deferred underwriting commission in connection with initial public offering | 15,750,000 | 15,750,000 | $ 15,750,000 | ||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock | $ 25,000 | $ 25,000 |
Condensed Statements of Cash _2
Condensed Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Cash Flows [Abstract] | |||
Purchase of businesses, cash acquired | $ 1 | $ 1.7 | $ 90.5 |
Description of Organization and
Description of Organization and Business Operations | 8 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | |
Predecessor Company | ||
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Conyers 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. As of December 31, 2019, the Company had not commenced any operations. All activity for the period from May 2, 2019 (inception) through December 31, 2019 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 The Company’s sponsor is Conyers Park II Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The 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 5). 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). Upon 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 were 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 The 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. The 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 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” (as defined 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. The 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. If 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 The 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”). Moreover, 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. Liquidity The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its shareholders prior to the Initial Public Offering and such amount of proceeds from the sale of the Placement Units and the Initial Public Offering that were placed in an account outside of the Trust Account for working capital purposes. As of December 31, 2019, the Company had $951,060 in its operating bank account, $452,816,525 in cash and marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital of approximately $1,040,000 (excluding prepaid income taxes). The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less up to $1,000,000 for working capital, taxes payable and deferred underwriting commissions) to complete its initial Business Combination. To the extent necessary, the Sponsors, members of the Company’s management team or any of their respective affiliates or other third parties may but are not obligated to, loan the Company funds as may be required, up to $1,500,000. Such 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 Placement Warrants (see Note 4). Until the consummation of a Business Combination, the Company will be using funds held outside of the Trust Account for identifying and evaluating target businesses, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses or their representatives, reviewing corporate documents and material agreements of prospective target businesses, structuring, negotiating and completing a Business Combination. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth | Note 1 — Description of Organization, Business Operations and Basis of Presentation Conyers 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. As 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 The Company’s sponsor is Conyers Park II Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The 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 5). 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). Upon 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 The 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. The 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 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” (as defined 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. The 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. If 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 The 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”). Moreover, 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. Basis of Presentation The 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 of the SEC. 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. The 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 Emerging Growth Company The 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. Further, 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 This 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. Liquidity / Going Concern As 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). Subsequent 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. Management continues to evaluate the impact of the COVID-19 In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, Proposed Business Combination On 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”). Pursuant 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”). Merger Consideration In 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. Sponsor Agreement Concurrent with the execution of the Merger Agreement, Conyers Park II Sponsor LLC, a Delaware limited liability company (“ CP II Sponsor CP II Class B Holders Sponsor Agreement Stockholders Agreement Concurrent with the execution of the Merger Agreement, CP II entered into a Stockholders Agreement (the “ Stockholders Agreement CVC Stockholder LGP Stockholder Bain Stockholder Board Registration Rights Agreement In connection with the execution of the Merger Agreement, the Company entered into a Registration Rights Agreement (the “ Registration Rights Agreement Associates VI-A LLC, Associates VI-B LLC, Series C-2 Units customary cut-back provisions. Private Placement Concurrently with the execution of the Merger Agreement, the Company entered into Subscription Agreements (the “ Investor Subscription Agreements Investor Private Placement Investors Private Placement Shares Investor Private Placement The Company has also entered into Subscription Agreements (the “ Sponsor Subscription Agreements Sponsor Private Placement Investors Private Placement Investors Sponsor Private Placement Private Placement The 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 “ Securities Act Debt In 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. The availability of the Debt Financing is subject to conditions precedent, customary for financings of transactions comparable to the Merger. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 8 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | |
Predecessor Company | ||
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Use of Estimates The preparation of the financial statements in conformity with U.S. 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 financial statements and the reported amounts of expenses during the reporting period. 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 confirming events. Accordingly, the actual results could differ from those estimates. Emerging Growth Company The 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. Further, 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 This 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. Concentration of Credit Risk Financial 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. At December 31, 2019, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $951,060 in cash and cash equivalents as of December 31, 2019. Marketable Securities Held in Trust Account The 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. Trading securities are presented on the balance sheet 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 statement of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. Fair Value of Financial Instruments Fair 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. The 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). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 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; and • Level 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. In 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. As of December 31, 2019, the carrying values of cash, accounts payable, accrued expenses approximate their fair values due to the short-term nature of the instruments. 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. Deferred Offering Costs Associated with the Initial Public Offering Deferred 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. Class A Common Stock Subject to Possible Redemption Shares of Class 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 Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. 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. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A common stock shall be affected by charges against additional paid-in paid-in Net Income Per Share Net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the periods. 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. The Company’s statement of operations includes 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 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 approximately $3.6 million, net of applicable taxes of $830,672 and $279,580 of working capital expenses (up to $1,000,000) available to be withdrawn from the Trust Account, resulting in a total of $2,469,141 for the year ended December 31, 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 of $2,469,141, less income attributable to Class A common stock by the weighted average number of shares of Class B common stock of $2,469,141 outstanding for the period. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class Income Taxes The 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. Deferred tax assets were deemed immaterial as of December 31, 2019. FASB 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 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 December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements The 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 financial statements. | Note 2 — Summary of Significant Accounting Policies Concentration of Credit Risk Financial 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. Cash and Cash Equivalents The 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. Marketable Securities Held in Trust Account The 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. Trading 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. Fair Value of Financial Instruments Fair 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. The 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). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 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; and • Level 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. In 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. The carrying values of cash, accounts payable, accrued expenses approximate their fair values due to the short-term nature of the instruments. 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. Use of Estimates The 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 events. Accordingly, the actual results could differ from those estimates. Offering Costs Associated with the Initial Public Offering 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. Class A Common Stock Subject to Possible Redemption Shares of Class 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 Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. 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. 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 the Company’s condensed balance sheets, respectively. Net Income Per Share Net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the periods. 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. The 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 Income Taxes The 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. FASB 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, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The 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 start-up Recent Accounting Pronouncements The 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. |
Initial Public Offering
Initial Public Offering | 8 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | |
Predecessor Company | ||
Initial Public Offering | Note 3 — Initial Public Offering On 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. Each Unit consists of one share of Class A common stock and one-fourth | Note 3 — Initial Public Offering On 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. Each Unit consists of one share of Class A common stock and one-fourth |
Related Party Transactions
Related Party Transactions | 8 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions | 7. Related Party Transactions Overlapping Directors Until February 2, 2020, a member of the board of directors of the Company’s sole stockholder at that time, Karman Topco L.P. (“Topco”) served as a member of the board of directors for a holding company of a client. The Company recognized revenues of zero and $3.9 million from this client during the three months and nine months ended September 30, 2020, respectively. During the three months and nine months ended September 30, 2019, the Company recognized revenues of $10.7 million and $31.7 million, respectively, from the same client of the Company, of which the member of the client’s holding company’s board of directors also served as members of the board of directors of Topco. Accounts receivable from this client were zero and $7.0 million as of September 30, 2020 and December 31, 2019, respectively. During the three months and nine months ended September 30, 2020 and 2019, the Company recognized revenues from another client of the Company, of which a member of the board of directors of the client of the Company also serves as a member of the board of directors of Topco. During the three months ended September 30, 2020 and 2019, the Company recognized revenues of $5.8 million and $2.1 million, respectively, and during the nine months ended September 30, 2020 and 2019, the Company recognized revenues of $14.9 million and $2.2 million, respectively, from this client. Accounts receivable from this client was $1.9 million and $0.1 million as of September 30, 2020 and December 31, 2019, respectively. Investment in Unconsolidated Affiliates During the three months ended September 30, 2020 and 2019, the Company recognized revenues of $3.1 million and $5.5 million, respectively, from the parent company of an investment. During the nine months ended September 30, 2020 and 2019, the Company recognized revenues of $10.5 million and $16.3 million, respectively, from the parent company of an investment. Accounts receivable from this client were $2.0 million and $2.2 million as of September 30, 2020 and December 31, 2019, respectively. | 13. Related Party Transactions Management Fees The Company incurred $5.5 million, $5.5 million, and $4.0 million, in management fees to certain entities affiliated with or advised by CVC Capital Partners, Leonard Green & Partners, Bain Capital, Juggernaut Management, LLC, and Centerview Capital Management, LLC for the years ended December 31, 2019, 2018, and 2017, respectively, which are included in “Selling, general, and administrative expenses” in the Consolidated Statements of Comprehensive (Loss) Income Overlapping Directors During the years ended December 31, 2019, the Company recognized revenues of $41.8 million from a client of the Company, of which a member of the client’s holding company’s board of directors also serves as a member of the board of directors of Topco. During the years ended December 31, 2018, and 2017, the Company recognized revenues of $43.0 million and $46.3 million, respectively, from the client of the Company, of which two members of the client’s holding company’s board of directors also serve as members of the board of directors of Topco. Accounts receivable from this client were $7.0 million and $10.5 million as of December 31, 2019 and 2018, respectively. Effective June 25, 2019, a member of the board of directors of Topco was appointed to the board of directors of a client of the Company. Subsequent to his appointment, the Company recognized revenues of $5.4 million from this client during the year ended December 31, 2019 and had accounts receivable of $0.1 million as of December 31, 2019. Variable Interest Entity During the years ended December 31, 2018 and 2017, the Company recognized revenues of $58.0 million and $99.9 million, respectively, from a variable interest entity. Accounts receivable from the Company’s variable interest entity were $0.2 million and $0.7 million as of December 31, 2019 and 2018, respectively. In 2018, the variable interest entity terminated its active operations. Investments in Unconsolidated Affiliates During the years ended December 31, 2019, 2018, and 2017, the Company recognized revenues of $21.9 million, $23.5 million, and $0.9 million, respectively, from a parent company of an investment. Accounts receivable from this client were $2.2 million and $3.6 million as of December 31, 2019 and 2018, respectively. Long-term Debt Certain funds managed by CVC Credit Partners, which is part of the same network of companies providing investment management advisory services operating under the CVC brand as CVC Capital Partners, act as lenders under the Company’s First Lien Term Loans and Second Lien Term Loans. As of December 31, 2019, and 2018, the funds managed by CVC Credit Partners under the Company’s First Lien Term Loans were $100.2 million and $89.1 million, respectively. As of December 31, 2019, and 2018, the funds managed by CVC Credit Partners under the Company’s Second Lien Term Loans were $31.1 million and $57.6 million, respectively. | |
Predecessor Company | |||
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares In 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 December 31, 2019, there were 11,250,000 shares of Class B common stock outstanding. The 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 Private Placement Warrants Concurrently 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 The 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. Related Party Loans 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, 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. Promissory Note Prior 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 Administrative Support Agreement Commencing on the date the securities of the Company are first listed on the NASDAQ, 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. The Company incurred approximately $60,000 in expenses in connection with such services during the period from May 2, 2019 (inception) through December 31, 2019, which are included in general and administrative expenses in the accompanying statement of operations. Accounts Payable — Related Party As of December 31, 2019, the Company had a balance of $127,912 payable to related parties for expenses paid on behalf of the Company in the amount of $67,912 and $60,000 payable under the administrative support agreement. These borrowings are non-interest | Note 4 — Related Party Transactions Founder Shares In 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 outstanding. The 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 Private Placement Warrants Concurrently 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 The 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. Related Party Loans 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, 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. Promissory Note Prior 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 Administrative Support Agreement Commencing 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. |
Commitments and Contingencies
Commitments and Contingencies | 8 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies | 10. Commitments and Contingencies Litigation 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 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 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. Surety Bonds 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. 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 $0.5 million as of September 30, 2020 and December 31, 2019. Lease Obligations With respect to the Company’s right-of-use assets, in mid-March in the COVID-19 pandemic, the right-of use | 17. Commitments and Contingencies Litigation 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. Some of these active purported class or representative actions were commenced against subsidiaries of Daymon prior to the Daymon Acquisition, while certain other active purported class or representative actions were filed in 2018, 2019 and 2020. The Company has retained outside counsel to represent it in these matters and is vigorously defending its interests. Legal Matters Related to 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, or the Take 5 Sellers, seeking monetary damages (including interest, fees and costs) based on allegations of breach of the asset purchase agreement, or 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 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 our 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. Surety Bonds 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. 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 $0.5 million and $10.0 million as of December 31, 2019 and 2018, respectively. | |
Predecessor Company | |||
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration and Stockholder Rights The 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 Underwriting Agreement The Company granted the underwriters a 45-day Based 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. | Note 5—Commitments and Contingencies Registration and Stockholder Rights The 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 Underwriting Agreement The Company granted the underwriters a 45-day Based 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. |
Stockholders' Equity
Stockholders' Equity | 8 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | |
Predecessor Company | ||
Stockholders' Equity | Note 6 — Stockholders’ Equity Class A Common Stock Class B Common Stock Holders 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. The 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 Preferred Stock Warrants The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The 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 Commencing 90 days after the Public Warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at $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); • if, 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 • if, 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 In addition, the Company may redeem the Public Warrants for cash (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, 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 If 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. | Note 6 — Stockholders’ Equity Class A Common Stock Class B Common Stock Holders 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. The 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 Preferred Stock Warrants The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The 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 Commencing 90 days after the Public Warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at $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); • if, 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 • if, 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 In addition, the Company may redeem the Public Warrants for cash (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, 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 If 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. |
Fair Value Measurements
Fair Value Measurements | 8 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value Measurements | 6. 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: 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. As of September 30, 2020, and December 31, 2019, the Company’s interest rate derivatives and forward contracts are Level 2 assets and liabilities with the related fair values based on third-party pricing service models. These models use discounted cash flows that utilize market-based forward swap curves commensurate with the terms of the underlying instruments. As of September 30, 2020, and December 31, 2019, the contingent consideration assets and liabilities are Level 3 assets and liabilities with the related fair values based on the significant unobservable inputs and probability weightings in using the income approach. 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. September 30, 2020 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Cash and cash equivalents $ 486,396 $ 486,396 $ — $ — Contingent consideration related to South Africa divestiture 6,120 — — 6,120 Total assets measured at fair value $ 492,516 $ 486,396 $ — $ 6,120 Liabilities measured at fair value Derivative financial instruments $ 2,245 $ — $ 2,245 $ — Account receivable securitization facility 120,000 — 120,000 — Contingent consideration 48,153 — — 48,153 Total liabilities measured at fair value $ 170,398 $ — $ 122,245 $ 48,153 December 31, 2019 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Cash and cash equivalents $ 184,224 $ 184,224 $ — $ — Contingent consideration related to South Africa divestiture 6,120 — — 6,120 Total assets measured at fair value $ 190,344 $ 184,224 $ — $ 6,120 Liabilities measured at fair value Derivative financial instruments $ 3,277 $ — $ 3,277 $ — Contingent consideration 47,649 — — 47,649 Total liabilities measured at fair value $ 50,926 $ — $ 3,277 $ 47,649 The carrying amounts of “Cash and cash equivalents”, “Accounts receivable”, and “Accounts payable” approximate fair value due to the short-term maturities of these financial instruments in the Condensed Consolidated Balance Sheets. 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 Fair Value (Level 2) Balance at September 30, 2020 First lien term loans $ 2,448,123 $ 2,371,938 Second lien term loans 760,000 721,088 Account receivable securitization facility 120,000 120,000 Notes payable and deferred obligations 3,360 3,360 Total long-term debt $ 3,331,483 $ 3,216,386 (in thousands) Carrying Value Fair Value (Level 2) Balance at December 31, 2019 First lien term loans $ 2,467,529 $ 2,413,663 Second lien term loans 760,000 733,526 Notes payable and deferred obligations 2,053 1,872 Total long-term debt $ 3,229,582 $ 3,149,061 The guidance in ASC 825, Financial Instruments The Company has elected the fair value option for its accounts receivable securitization facility under which accounts receivable of certain domestic subsidiaries are sold on a non-recourse basis Interest Rate Cap Agreements As of September 30, 2020 and December 31, 2019, the Company had interest rate cap contracts on $1.5 billion of notional value of principal from various financial institutions, with a maturity date of January 24, 2022 to manage the Company’s exposure to interest rate movements on variable rate credit facilities when three-months LIBOR on term loans exceeds caps ranging from 3.25% to 3.5%. As of September 30, 2020 and December 31, 2019, the aggregate fair value of the Company’s outstanding interest rate caps represented an outstanding net liability of $2.2 million and $3.3 million, respectively. As of September 30, 2020, $1.0 million and $1.3 million of the Company’s fair value of outstanding interest rate caps were included in “Other accrued expenses” and “Other long-term liabilities” in the Condensed Consolidated Balance Sheets, respectively, with changes in fair value recognized as a component of “Interest expense, net” in the Condensed Consolidated Statements of Comprehensive Loss. As of December 31, 2019, $1.0 million and $2.3 million of the Company’s fair value of outstanding interest rate caps were included in “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 Comprehensive (Loss) Income. Interest expense related to changes in the fair value of its derivative instruments was not material for the three months ended September 30, 2020. During the three months ended September 30, 2019, the Company recorded interest expense in the amount of $0.1 million, related to changes in the fair value of its derivative instruments. During the nine months ended September 30, 2020 and 2019, the Company recorded interest expense in the amount of $0.1 million and $2.5 million, related to changes in the fair value of its derivative instruments, respectively. Forward Contracts As of September 30, 2020, the Company had three open Euro forward contracts to hedge foreign currency exposure on a total of €2.6 million, with maturities in fiscal year 2020. As of December 31, 2019, the Company had no open Euro forward contracts. During the three months ended September 30, 2020 and 2019, the Company recognized a gain of $0.4 million and a loss of $0.5 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. During the nine months ended September 30, 2020 and 2019, the Company recognized a gain of $0.5 million and a loss of $0.5 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. Contingent Consideration related to South Africa divestiture Each reporting period, the Company measures the fair value of its contingent receivables 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. Changes to the contingent consideration related to South Africa divestiture during the three months and the nine months ended September 30, 2020 were not material. 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 September 30, 2020, the maximum potential payment outcomes were $302.4 million. The following table summarizes the changes in the carrying value of estimated contingent consideration liabilities: Nine Months Ended September 30, (in thousands) 2020 2019 Beginning of the period $ 47,649 $ 85,977 Fair value of acquisitions 17,210 — Payments (14,074 ) (46,485 ) Note issuance for settlements (6,194 ) — Changes in fair value 4,162 7,779 Foreign exchange translation effects (600 ) (1,188 ) End of the period $ 48,153 $ 46,083 | 9. 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: 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. As of December 31, 2019 and 2018, the Company’s interest rate derivatives and forward contracts are Level 2 assets and liabilities with the related fair values based on third-party pricing service models. These models use discounted cash flows that utilize market-based forward swap curves commensurate with the terms of the underlying instruments. As of December 31, 2019 and 2018, the contingent consideration assets and liabilities are Level 3 assets and liabilities with the related fair values based on the significant unobservable inputs and probability weightings in using the income approach. 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. December 31, 2019 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Cash and cash equivalents $ 184,224 $ 184,224 $ — $ — Contingent consideration related to South Africa divestiture 6,120 — — 6,120 Total assets measured at fair value $ 190,344 $ 184,224 $ — $ 6,120 Liabilities measured at fair value Derivative financial instruments $ 3,277 $ — $ 3,277 $ — Contingent consideration 47,649 — — 47,649 Total liabilities measured at fair value $ 50,926 $ — $ 3,277 $ 47,649 December 31, 2018 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Cash and cash equivalents $ 141,590 $ 141,590 $ — $ — Contingent consideration related to South Africa divestiture 4,986 — — 4,986 Total assets measured at fair value $ 146,576 $ 141,590 $ — $ 4,986 Liabilities measured at fair value Derivative financial instruments $ 4,160 $ — $ 4,160 $ — Contingent consideration 85,977 — — 85,977 Total liabilities measured at fair value $ 90,137 $ — $ 4,160 $ 85,977 Interest Rate Cap Agreements As of December 31, 2019, the Company had interest rate cap contracts on $1.5 billion of notional value of principal from various financial institutions, all with maturity dates of January 24, 2022, to manage the Company’s exposure to interest rate movements on variable rate credit facilities when three-months LIBOR on the Company’s term loans exceeds caps ranging from 3.25% to 3.5%. As of December 31, 2019, $1.0 million and $2.3 million of the Company’s fair value of outstanding interest rate caps were included in “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 Comprehensive (Loss) Income. As of December 31, 2019, the aggregate fair value of the Company’s outstanding interest rate caps represented an outstanding net liability of $3.3 million. As of December 31, 2018, the Company had interest rate cap contracts on $3.2 billion of notional value of principal from various financial institutions, with maturity dates ranging from April 23, 2019 to January 24, 2022 to manage the Company’s exposure to interest rate movements on variable rate credit facilities when three-months LIBOR on term loans exceeds caps ranging from 3.0% to 3.5%. As of December 31, 2018, $3.0 million and $1.2 million of the Company’s fair value of outstanding interest rate caps were included in “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 Comprehensive (Loss) Income. As of December 31, 2018, the aggregate fair value of the Company’s outstanding interest rate caps represented an outstanding net liability of $4.2 million. During the years ended December 31, 2019, 2018, and 2017, the Company recorded interest expense in the amount of $2.7 million, $3.9 million, and $1.5 million, related to changes in the fair value of its derivative instruments, respectively. Forward Contracts During the year ended December 31, 2019, 2018, and 2017, the Company recognized a loss of $0.4 million, a loss of $1.0 million and a gain of $1.4 million, respectively, related to changes in fair values of the forward contracts as a component of “Selling, general and administrative expenses” in the Consolidated Statements of Comprehensive Loss. As of December 31, 2019 and 2018, the Company had no open Euro forward contracts. Contingent Consideration Liabilities The Company estimates the fair value of the contingent consideration related to its financial instruments by employing Monte Carlo simulations to estimate the volatility and systematic relative risk of revenues subject to sales milestone payments and discounting the associated cash payment amounts to their present values using a credit-risk-adjusted interest rate. The unobservable inputs to the valuation models that have the most significant effect on the fair value of the Company’s contingent consideration liabilities are the probabilities that certain operating results will be achieved. During the years ended December 31, 2019, 2018, and 2017, the Company recognized a loss of $2.3 million, a gain of $54.5 million, and a loss of $13.0 million, respectively, related to changes in fair value of the contingent consideration liabilities as a component of “Selling, general, and administrative expenses” in the Consolidated Statements of Comprehensive (Loss) Income. The Company reports present value accretions in “Interest expense, net” in the Consolidated Statements of Comprehensive (Loss) Income which represented $3.8 million, $8.8 million, and $7.7 million, for the year ended December 31, 2019, 2018, and 2017, respectively. Contingent Consideration related to South Africa divestiture Each reporting period, the Company measures the fair value of its contingent receivables 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 Consolidated Statements of Comprehensive (Loss) Income. The Company has reassessed the fair value of contingent consideration, noting that as of December 31, 2019, projected EBITDA related to South Africa divestiture, which was anticipated to contribute to measurement period EBITDA, was higher than expected. This reassessment resulted in a fair value adjustment of a $0.8 million gain that was included in “Selling, general, and administrative expenses” in the Consolidated Statements of Comprehensive (Loss) Income. The remaining change in fair value for the year ended December 31, 2019 was due to present value accretion of $0.4 million, which was included in “Interest expense, net” in the Consolidated Statements of Comprehensive (Loss) Income. The following table summarizes the changes in the carrying value of estimated contingent consideration related to South Africa divestiture: Year Ended December 31, (in thousands) 2019 Beginning of the period $ 4,986 Changes in fair value 1,134 End of the period $ 6,120 During the years ended December 31, 2019 and 2018, there were no transfers between Level 1 and Level 2 fair value measurements. For a reconciliation of fair value measurements of Level 3 financial instruments, refer to Note 4, Prepaid and Other Other Liabilities 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 Fair Value (Level 2) Balance at December 31, 2019 First lien term loan $ 2,467,529 $ 2,413,663 Second lien term loan 760,000 733,526 Notes payable and deferred obligations 2,053 1,872 Total long-term debt $ 3,229,582 $ 3,149,061 (in thousands) Carrying Value Fair Value (Level 2) Balance at December 31, 2018 First lien term loan $ 2,493,404 $ 2,405,635 Second lien term loan 760,000 737,108 Notes payable and deferred obligations 1,139 1,246 Total long-term debt $ 3,254,543 $ 3,143,989 | |
Predecessor Company | |||
Fair Value Measurements | Note 7 — Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Marketable securities held in Trust Account $ 452,816,525 $ — $ — Total $ 452,816,525 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the year ended December 31, 2019. Level 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. | Note 7 — Fair Value Measurements The 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 Significant September 30, 2020 Marketable securities held in Trust Account $ 453,742,245 $ — $ — Total $ 453,742,245 $ — $ — Quoted Prices in Active Significant Observable Significant Unobservable December 31, 2019 Marketable securities held in Trust Account $ 452,816,525 $ — $ — Total $ 452,816,525 $ — $ — Transfers 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. Level 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. |
Income Tax
Income Tax | 8 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | |
Income Tax | 8. Income Taxes The Company’s effective income tax rates were 9.0% and (21.1)% for the three months ended September 30, 2020 and 2019, respectively. The fluctuation in the effective rates during the three months ended September 30, 2020 and 2019 is caused by variations in the Company’s estimated annual effective tax rate from the respective previous quarters as well as changes in the income (loss) before income taxes in those periods. The Company’s effective income tax rates were 27.6% and 11.0% for the nine months ended September 30, 2020 and 2019, respectively. The fluctuation in the effective rates during the nine months ended September 30, 2020 and 2019 is primarily due to changes in the mix of loss before income taxes in the U.S. and foreign countries and a reduction in tax expense in the current year due to differences in final Tax Cuts and Jobs Act regulations with respect to Global Intangible Low-taxed non-deductible The Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), signed into law on March 27, 2020, has resulted in significant changes to the U.S. federal corporate tax law. The CARES Act permits employers to defer the payments of the employer share of social security taxes due for the period beginning March 27, 2020 and ending December 31, 2020. Of the amounts deferred, 50% are required to be paid by December 31, 2021 and the remaining 50% are required to be paid by December 31, 2022. The Company began deferring payment of the employer share of the security taxes in April 2020. As of September 30, 2020, the Company had deferred $30.8 million of such taxes, which are classified as Other long-term liabilities in the condensed consolidated balance sheets. The Company expects to defer its share of such taxes through December 31, 2020. | 15. Income Taxes The (benefit from) provision for income taxes is as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Current tax expense Federal $ 45,874 $ 21,399 $ 52,748 State 11,311 11,742 9,656 Foreign 12,231 12,140 5,888 Total current tax expense 69,416 45,281 68,292 Deferred tax (benefit) expense Federal (53,314 ) (164,208 ) (421,919 ) State (11,055 ) (48,653 ) (9,800 ) Foreign (3,694 ) (754 ) 4,621 Total deferred tax benefit (68,063 ) (213,615 ) (427,098 ) Total provision for (benefit from) income taxes $ 1,353 $ (168,334 ) $ (358,806 ) A reconciliation of the provision for taxes based on the federal statutory income tax rate attributable to the Company’s effective income tax rate is as follows: Year Ended December 31, 2019 2018 2017 Statutory U.S. rate 21.0 % 21.0 % 35.0 % State tax, net of federal tax benefit (1.1 )% 2.2 % (0.3 )% Foreign tax, net of federal tax benefit (13.9 )% (0.4 )% 12.8 % Goodwill impairment — (10.4 )% — Global Intangible Low Taxed Income (8.3 )% (0.2 )% — Toll charge — — 29.9 % Transaction expenses (5.4 )% (0.1 )% 10.8 % Equity-based compensation (1.5 )% 0.2 % 6.7 % Meals and entertainment (11.1 )% (0.2 )% 6.4 % Canada dividend withholding tax (0.7 )% — 5.9 % Contingent consideration fair value adjustment 7.1 % 0.7 % 5.3 % Non-deductible (4.6 )% — 4.9 % Employee parking (0.9 )% — — Return to provision on permanent differences 8.2 % 0.1 % 0.2 % Work opportunity tax credit 3.3 % — (1.3 )% Research and development credit 4.0 % — (0.6 )% Foreign rate differential (3.5 )% — (5.3 )% Federal rate change — (0.1 )% (1,337.7 )% Effective tax rate (7.4 )% 12.8 % (1,227.3 )% The geographic components of (loss) income before income taxes are as follows: Year Ended December 31, 2019 2018 2017 (in thousands) U.S. sources $ (32,893 ) $ (1,347,770 ) $ 13,605 Non-U.S. 14,490 28,213 15,631 (Loss) income before income taxes $ (18,403 ) $ (1,319,557 ) $ 29,236 Net deferred tax liabilities consist of the following: December 31, (in thousands) 2019 2018 Deferred tax assets Accrued liabilities $ 70,420 $ 65,024 Interest expense 49,586 21,805 Transaction expenses 5,325 4,585 Net operating losses 7,671 7,015 Deferred rent 6,354 2,863 Acquired intangibles, including goodwill 2,292 2,309 Insurance reserves 2,403 1,356 Depreciation 93 650 Other 2,305 4,875 Total deferred tax assets 146,449 110,482 Deferred tax liabilities Acquired intangibles including goodwill 636,245 661,991 Restructuring expenses 6,857 8,561 Unrealized transactions 990 3,218 Other 2,922 3,055 Total deferred tax liabilities 647,014 676,825 Less: deferred income tax asset valuation allowances (5,570 ) (5,026 ) Net deferred tax liabilities $ 506,135 $ 571,369 December 31, (in thousands) 2019 2018 Reported as: Noncurrent deferred tax asset $ 227 $ 59 Noncurrent deferred tax liability 506,362 571,428 Net deferred tax liabilities $ 506,135 $ 571,369 After the Tax Reform Act was signed into law in December 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“ SAB 118 Income taxes In accordance with SAB 118, the Company made a provisional assessment of the impact of the Tax Reform Act on the consolidated financial statements for the year ended December 31, 2017. It included the re-measurement Low-Taxed GILTI period cost method deferred method During 2018, the Company finalized the accounting for the enactment of the Tax Reform Act, with an immaterial adjustment to the amount recorded in the year of enactment. The Coronavirus Aid, Relief, and Economic Security Act (“ CARES Act The Company held cash and cash equivalents in foreign subsidiaries of $59.3 million and $42.5 million as of December 31, 2019 and 2018, respectively. As of December 31, 2019, and 2018, the undistributed earnings of the Company’s foreign subsidiaries are $92.6 million and $76.4 million, respectively. The Company has not recorded a deferred tax liability related to undistributed earnings of its foreign subsidiaries as of December 31, 2019, except for a $1.1 million of deferred tax liability recorded as of December 31, 2019 for unremitted earnings in Canada with respect to which the Company no longer has an indefinite reinvestment assertion. Taxes have not been provided on the remaining $65.2 million of undistributed foreign earnings. The determination of any incremental tax liability associated with these earnings is not practicable due to the complexity of local country withholding rules and interactions with tax treaties, foreign exchange considerations, and the diversity of state income tax treatment with respect to actual distributions. The Company evaluates its deferred tax assets, including a determination of whether a valuation allowance is necessary, based upon its ability to utilize the assets using a more likely than not analysis. Deferred tax assets are only recorded to the extent that they are realizable based upon past and future income. As a result of the evaluation, the Company established a valuation allowance of $5.6 million and $5.0 million on its foreign affiliates’ deferred tax assets as of December 31, 2019 and 2018, respectively. As of December 31, 2019, the Company had the following net operating loss carryforwards (“ NOLs As of December 31, 2018, the Company had the following NOLs: $8.2 million federal, $8.3 million state, and $21.0 million foreign. The federal and state NOLs expire between 2035 and 2037, $3.6 million of the foreign NOLs expire between 2019 and 2027 and the remaining $17.4 million of the foreign NOLs carry forward indefinitely. | |
Predecessor Company | |||
Income Tax | Note 8 — Income Tax The Company’s provision for income tax consists of the following: For the Period From May 2, 2019 (inception) through December 31, 2019 Current: Federal $ 730,672 State — Deferred: Federal 58,712 State — Change in valuation allowance (58,712 ) Income tax expense $ 730,672 The Company’s net deferred tax assets are as follows: December 31, 2019 Deferred tax asset: Startup / organizational costs 58,712 Total deferred tax assets 58,712 Valuation allowance (58,712 ) Deferred tax asset, net of allowance $ — In assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. The Company considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. A reconciliation of the federal income tax rate to the Company’s effective tax rate for the period from May 2, 2019 (inception) through December 31, 2019 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance 1.8 % Effective income tax rate 22.8 % |
Subsequent Events
Subsequent Events | 8 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events | 11. Subsequent Events The Company has completed an evaluation of all subsequent events through December 4, 2020, the date its condensed consolidated financial statements were available to be reissued. On September 7, 2020 the Company entered into an agreement and plan of merger (as amended, modified, supplemented or waived, the “Merger Agreement”), with Conyers Park II Acquisition Corp., now known as Advantage Solutions Inc. (“Conyers Park”), CP II Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Conyers Park (“Merger Sub”), and Karman Topco L.P., a Delaware limited partnership (“Topco”). In September 2020 and in connection with its entry into the Merger Agreement, Conyers Park entered into subscription agreements (collectively, the “Subscription Agreements”) pursuant to which certain investors, including the CP Sponsor and participating equityholders of Topco (the “Advantage Sponsors”), agreed to purchase Common Stock at a purchase price of $10.00 per share (the “PIPE Investment”). On October 27, 2020, Conyers Park held a special meeting of stockholders (the “Special Meeting”), at which the Conyers Park stockholders considered and adopted, among other matters, a proposal to approve the business combination, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements. Pursuant to the terms of the Merger Agreement, following the Special Meeting, on October 28, 2020 (the “Closing Date”), Merger Sub was merged with and into the Company with the Company being the surviving company in the merger (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). On the Closing Date, the PIPE Investment was consummated, and 85,540,000 shares of Common Stock were sold for aggregate gross proceeds of $855.4 million. Of the 85,540,000, the CP Sponsor and the Advantage Sponsors acquired 35,540,000 shares of Common Stock, and other purchasers acquired 50,000,000 shares of Common Stock. Holders of 32,114,818 shares of Conyers Park’s Class A common stock (“Common Stock”) sold in its initial public offering properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from Conyers Park’s initial public offering, calculated as of two business days prior to the consummation of the business combination, $10.06 per share, or $323.1 million in the aggregate (collectively, the “Redemptions”). As a result of the Merger, among other things, pursuant to the Merger Agreement, Conyers Park issued to Topco, as sole stockholder of Advantage prior to the Merger, an aggregate consideration equal to (a) 203,750,000 shares of Common Stock, and (b) 5,000,000 shares of Common Stock that will remain subject to forfeiture unless and until vesting upon the achievement of a market performance condition. After giving effect to the Transactions, the Redemptions, and the consummation of the PIPE Investment, there were currently 313,425,182 shares of Common Stock issued and outstanding as of the Closing Date. The Common Stock and outstanding warrants of Conyers Park (renamed “Advantage Solutions Inc.”) commenced trading on the Nasdaq Stock Market under the symbols “ADV” and “ADVWW”, respectively, on October 29, 2020. As noted above, an aggregate of $323.1 million was paid from the Conyers Park’s trust account to holders in connection with the Redemption, and the remaining balance immediately prior to the closing of the Transactions of approximately $131.2 million remained in the trust account. The remaining amount in the trust account, combined with funds the New Senior Secured Credit Facilities, was used to fund the Transactions, including the entry into. In connection with the Merger, the Company repaid and terminated the Credit Facilities, at a total cost of $86.0 million. This amount was repaid by the Company in a combination of (i) cash on hand, (ii) proceeds from the PIPE Investment, (iii) the entry by Advantage Sales & Marketing, Inc. (“ASM”), a wholly owned subsidiary of the Company, into (a) the New Revolving Credit Facility, which permits borrowing in an aggregate principal amount of up to $400.0 million, subject to borrowing base capacity, of which $100.0 million of principal amount was borrowed as of October 28, 2020, and (b) the New Credit Facility in an aggregate principal amount of $1.325 billion, and (iv) the issuance by FinCo of $775.0 million aggregate principal amount of Senior Secured Notes. The Merger will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Conyers Park will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the current stockholder of the Company, Topco, having a relative majority of the voting power of the combined entity, the operations of the Company prior to the Merger comprising the only ongoing operations of the combined entity, and senior management of the Company comprising the senior management of the combined entity. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the financial statements of the Company with the acquisition being treated as the equivalent of the Company issuing stock for the net assets of Conyers Park, accompanied by a recapitalization. The net assets of Conyers Park will be stated at historical cost, with no goodwill or other intangible assets recorded. The following table presents the calculation of adjusted basic and diluted net income (loss) per share for the periods indicated, based on the weighted-average number of shares outstanding from January 1, 2020 through September 30, 2020, after giving effect to the Transactions, the redemption of public shares as described above, and the consummation of the PIPE Investment. (in thousands, except share and per share data) Three Months Nine Months Numerator: Net income (loss) attributable to stockholder of Advantage Solutions Inc. $ 35,949 $ (23,163 ) Denominator: As adjusted weighted-average number of Class A common stock shares outstanding, basic and diluted 313,425,182 313,425,182 Net income (loss) per share, as adjusted $ 0.11 $ (0.07 ) | 18. Subsequent Events Subsequent to December 31, 2019, the Company completed three business acquisitions in the United States, which were two sales agencies and a marketing agency. The aggregate cash paid for these consummated acquisitions was $50.7 million. The purchase agreements related to those acquisitions included contingent consideration with a maximum payment outcome of $45.8 million and holdback of $3.5 million. For certain business acquisitions, management has not yet completed the evaluation of the allocation of total consideration to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition as it is impracticable to provide as of the date of this filing. On March 11, 2020 the World Health Organization declared a novel strain of coronavirus (“ COVID-19 COVID-19 in-store non-essential In response to the COVID-19 COVID-19 On April 1, 2020, the Company signed a term sheet with a lender related to an accounts receivable securitization program, in which the Company will maintain effective control over the receivables. The Company has completed an evaluation of all subsequent events through April 22, 2020, the date its consolidated financial statements were originally available to be issued. | |
Predecessor Company | |||
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Management is currently evaluating the impact of the COVID-19 | Note 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. |
Organization and Significant Ac
Organization and Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Organization and Significant Accounting Policies | 1. Organization and Significant Accounting Policies Advantage Solutions Inc., now known as ASI Intermediate Corp. (including its subsidiaries, the “Company” or “Advantage”), is a leading business solutions provider to consumer goods manufacturers and retailers. The Company’s customizable suite of technology-enabled sales and marketing solutions is designed to help manufacturers and retailers across a broad range of channels drive consumer demand, increase sales, and achieve operating efficiencies. Refinancing As of September 30, 2020, the Company had an aggregate of $3.3 billion of debt outstanding under the Company’s existing first lien credit agreement (the “First Lien Credit Agreement”), its existing second lien credit agreement (“the Second Lien Credit Agreement”) and its existing accounts receivable securitization facility (the “AR Facility” and, collectively with the First Lien Credit Agreement and the Second Lien Credit Agreement, the “Credit Facilities”). Approximately $2.5 billion of debt outstanding under the Credit Facilities was scheduled to mature in July 2021. As further discussed in Note 11, Subsequent Events In accordance with Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) 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. GAAP Take 5 Matter On April 1, 2018, the Company acquired certain assets and assumed liabilities of Take 5 Media Group (“ Take 5 In May 2020, the Company received $7.7 million from its representation warranty and indemnity policy related to the Take 5 acquisition for claims related to the Take 5 Matter, the maximum aggregate recovery under the policy. Recent Accounting Standards Recent Accounting Standards Adopted by the Company In August 2018, the Financial Accounting Standards Board (FASB) issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. 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 In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes ASU 2019-12 Income Taxes ASU 2019-12 is 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. | 1. Organization and Significant Accounting Policies Advantage Solutions Inc. (the “ Company Advantage On July 25, 2014, the Company acquired Advantage Sales & Marketing Inc. (the “ 2014 Topco Acquisition Topco On December 18, 2017, in connection with the completion of the Daymon Eagle Holdings, LLC acquisition (as described in Note 2), including the issuance of new units of Topco to an equity fund advised by Bain Capital and to Yonghui Investment Limited, the Company issued 25 additional shares of its common stock to Topco. The units of Topco are held by certain entities that are or are controlled by equity funds affiliated with or advised by CVC Capital Partners, Leonard Green & Partners, Juggernaut Capital Partners, Centerview Capital Management, LLC, Bain Capital or Yonghui Investment Limited, as well as by current and former members of the Company’s management. The Company is headquartered in Irvine, California and is a leading business solutions provider to consumer goods manufacturers and retailers. The Company’s customizable suite of technology-enabled sales and marketing solutions is designed to help manufacturers and retailers across a broad range of channels drive consumer demand, increase sales, and achieve operating efficiencies. Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its controlled subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“ U.S. GAAP Take 5 Matter On April 1, 2018, the Company acquired certain assets and assumed liabilities of Take 5 Media Group (“ Take 5 Take 5 Matter Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from such estimates. The most significant estimates include revenues and related reserves, workers’ compensation and employee medical claim reserves, amortization periods for tangible and intangible assets, fair value of contingent consideration, derivative instruments and fair value considerations in applying purchase accounting and assessing goodwill and other asset impairments. Foreign Currency The Company’s reporting currency is U.S. dollars as that is the currency of the primary economic environment in which the Company operates. The Company translates the assets and liabilities of its non-U.S. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and highly liquid investments having an original maturity of three months or less. The Company’s investments consist primarily of institutional money market funds and U.S. Treasury securities. The Company’s investments are carried at cost, which approximates fair value. The Company has restricted cash related to funds received from clients that will be disbursed at the direction of those clients. Corresponding liabilities have been recorded in “Other accrued expenses” in the Consolidated Balance Sheets. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Company’s Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Company’s Consolidated Statements of Cash Flows: December 31, 2019 2018 2017 (in thousands) Cash and cash equivalents $ 184,224 $ 141,590 $ 186,706 Restricted cash 14,801 2,929 1,916 Total cash, cash equivalents and restricted cash $ 199,025 $ 144,519 $ 188,622 Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable consist of amounts due from clients for services provided in normal business activities and are recorded at invoiced amounts. The Company maintains allowances for doubtful accounts against certain billed receivables based upon the latest information regarding whether invoices are ultimately collectible. Assessing the collectability of client receivables requires management judgment. The Company determines its allowance for doubtful accounts by specifically analyzing individual accounts receivable, historical bad debts, client credit-worthiness, current economic conditions, and accounts receivable aging trends. Valuation reserves are periodically re-evaluated Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of accounts receivable and cash balances at various financial institutions. The Company maintains cash balances in accounts at various financial institutions. At times such cash balances may exceed federally insured limits. The Company has not experienced any losses in such accounts. Derivatives The Company uses derivative financial instruments to hedge interest rate and foreign exchange risk. Derivative instruments, used to hedge interest rates, consist of interest rate swaps and interest rate caps. Interest rate swap contracts involve the exchange of floating rate interest payment obligations for fixed interest rate payments without the exchange of the underlying principal amounts. Interest rate cap contracts limit the floating interest rate exposure to the indicative rate in the agreement. Derivatives are initially recognized at fair value on the date a contract is entered into and are subsequently re-measured Property and Equipment Property and equipment are stated at cost, and the balances are presented net of accumulated depreciation. Depreciation expense is calculated using the straight-line method over the estimated useful lives of the assets. The following table provides the range of estimated useful lives used for each asset type: Leasehold improvements 3 — 10 years Furniture and fixtures 3 — 7 years Computer hardware and other equipment 3 — 5 years Software 3 — 5 years The Company capitalizes certain direct costs associated with the development and purchase of internal-use Leasehold improvements are amortized on a straight-line basis over the shorter of their respective lease terms or their respective estimated useful lives. The cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the Consolidated Balance Sheets and the resulting gain or loss is reflected in the “Cost of revenues” and “Selling, general, administrative expenses” within the Consolidated Statements of Comprehensive (Loss) Income, depending on the nature of the assets. Expenditures for maintenance and repairs are expensed as incurred, whereas expenditures for improvements and replacements are capitalized. Equity Method Investments Investments in companies in which the Company exercises significant influence over the operating and financial policies of the investee and are not required to be consolidated are accounted for using the equity method. The Company’s proportionate share of the net income or loss of equity method investments is included in results of operations and any dividends received reduce the carrying value of the investment. The excess of the cost of the Company’s investment over its proportionate share of the fair value of the net assets of the investee at the acquisition date is recognized as goodwill and included in the carrying amount of the investment. Goodwill in the equity method investments is not amortized. Gains and losses from changes in the Company’s ownership interests are recorded in results of operations until control is achieved. In instances in which a change in the Company’s ownership interest results in obtaining control, the existing carrying value of the investment is remeasured to the acquisition date fair value and any gain or loss is recognized in the Consolidated Statements of Comprehensive (Loss) Income. Business Combinations The Company accounts for business combinations using the acquisition method. Under this method, the purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill. Factors giving rise to goodwill generally include assembled workforce, geographic presence, expertise, and synergies that are anticipated as a result of the business combination, including enhanced product and service offerings. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows, quoted market prices and estimates made by management. The Company adjusts the preliminary purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date as the Company obtains more information as to facts and circumstances existing at the acquisition date impacting asset valuations and liabilities assumed. Goodwill acquired in business combinations is assigned to the reporting unit expected to benefit from the combination as of the acquisition date. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. Goodwill and Indefinite Lived Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the net identifiable tangible and intangible assets acquired in an acquisition. The Company tests for impairment of goodwill at the reporting unit level. The Company generally combines reporting units, which are a component of an operating segment when they have similar economic characteristics, nature of services, types of client, distribution methods and regulatory environment. The Company has two reporting units, sales and marketing, which are also the Company’s operating segments. The Company tests its goodwill for impairment during the fourth quarter of a given fiscal year and whenever events or changes in circumstances indicate that the carrying value of a reporting unit may exceed its fair value. The Company has the option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value before performing a quantitative impairment test. If it concludes it is not more likely than not that the fair value of a reporting unit, as determined applying the quantitative impairment test described below, is less than the carrying amount, then there is no need to perform the quantitative impairment test. If the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying value over the fair value is recognized as an impairment loss; however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit. The Company’s annual goodwill impairment assessment for the year ended December 31, 2019 was performed as of October 1, 2019. The Company utilizes a combination of income and market approaches to estimate the fair value of its reporting units. The income approach utilizes estimates of discounted cash flows of the reporting units, which requires assumptions for, among other things, the reporting units’ expected long-term revenue trends, as well as estimates of profitability, changes in working capital and long-term discount rates, all of which require significant judgment. The income approach also requires the use of appropriate discount rates that take into account the current risks in the capital markets. These assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy (described in “Fair Value Measurements,” below). The market approach applies comparative market multiples derived from the historical earnings data of selected guideline publicly-traded companies to the Company’s reporting units’ businesses to yield a second assumed value of each reporting unit. The guideline companies are first screened by industry group and then further narrowed based on the reporting units’ business descriptions, markets served, competitors, profitability, and revenue size. The Company based its fair value estimates on assumptions it believes to be reasonable but which are unpredictable and inherently uncertain. A change in these underlying assumptions would cause a change in the results of the tests and, as such, could cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future. Additionally, if actual results are not consistent with the estimates and assumptions or if there are significant changes to the Company’s planned strategy, it may cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future. The Company compares a weighted average of the output from the income and market approaches to the carrying value of each reporting unit. The Company also compares the aggregate estimated fair value of its reporting units to the estimated value of its total invested capital on a marketable basis. Based on the results of the Company’s quantitative impairment test performed for its reporting units, the Company determined that its goodwill is not impaired for the year ended December 31, 2019. The fair value of the sales reporting unit exceeded its carrying value by 3.5%. The fair value of the marketing reporting unit significantly exceeded its carrying value, which the Company defines as greater than 20%. During the year ended December 31, 2018, based on the results of the Company’s quantitative impairment test performed for the sales reporting unit, the Company recognized a $652.0 million non-cash in-store non-cash Based on the results of the quantitative impairment test performed for the marketing reporting unit for 2018, the Company determined that the Company’s goodwill was not impaired for the marketing reporting unit for the year ended December 31, 2018. The fair value of the marketing reporting unit significantly exceeded its carrying value. Based on the results of the Company’s quantitative impairment test performed for its reporting units in 2017, the Company determined that its goodwill was not impaired for the year ended December 31, 2017. Accordingly, no impairment related to the Company’s goodwill was recorded for the year ended December 31, 2017. The Company’s indefinite-lived intangible assets are its sales and marketing trade names. Intangible assets with indefinite useful lives are not amortized but tested annually, during the fourth quarter, for impairment or more often if events occur or circumstances change that would create a triggering event. The Company has the option to perform a qualitative assessment of whether it is more likely than not that the indefinite-lived intangible asset’s fair value is less than its carrying value before performing a quantitative impairment test. The Company tests its indefinite-lived intangible assets for impairment using a relief from royalty method by comparing the estimated fair values of the indefinite-lived intangible assets with the carrying values. The estimates used in the determination of fair value are subjective in nature and involve the use of significant assumptions. These estimates and assumptions include revenue growth rates, weighted average cost of capital and royalty rates. The assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. The Company based its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from the estimates. The Company’s annual impairment assessment of its indefinite-lived intangible assets was performed as of October 1, 2019, whereby the Company concluded that its indefinite-lived intangible assets were not impaired for the year ended December 31, 2019. During the year ended December 31, 2018, the Company concluded the carrying value of the indefinite-lived trade name in the sales reporting unit exceeded its estimated fair value. While there was no single determinative event or factor, the factors that led to the impairment were the same circumstances outlined in the goodwill impairment discussion above. As a result, the Company recognized a non-cash Based on the results of the Company’s assessment of its indefinite-lived intangible assets in 2017, the Company concluded that its indefinite-lived intangible assets were not impaired for the year ended December 31, 2017. Accordingly, no impairment related to the Company’s intangible assets was recorded for the year ended December 31, 2017. Long-Lived Assets Long-lived assets to be held and used, including finite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. These events or changes in circumstances may include a significant deterioration of operating results, changes in business plans, or changes in anticipated future cash flows. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured as the amount by which the carrying amount exceeds the fair value of the assets. Fair value is generally determined by estimates of discounted cash flows. The discount rate used in any estimate of discounted cash flows would be the rate required for a similar investment of like risk. No impairment related to the Company’s long-lived assets was recorded during the years ended December 31, 2019, 2018, and 2017. As the Company assesses impairment of long-lived assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, the Company has determined that the asset group for impairment testing is comprised of the assets and liabilities of each component within the Company’s operating segments. The Company has identified client relationships as the primary asset because it is the principal asset from which the components derive their cash flow generating capacity and has the longest remaining useful life. Contingent Consideration Certain of the Company’s acquisition and sale agreements include contingent consideration arrangements, which are generally based on the achievement of future financial performance. If it is determined the contingent consideration arrangements are not compensatory, the fair values of these contingent consideration arrangements are included as part of the purchase price of the acquisitions or divestitures on their respective transaction dates. For each transaction, the Company estimates the fair value of contingent consideration payments as part of the initial purchase price and records the estimated fair value of contingent consideration related to proceeds from divestitures as an asset in “Other Assets” or related to purchases of businesses as a liability in “Other accrued expenses” or “Other long-term liabilities” in the Consolidated Balance Sheets. The Company reviews and assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Changes in the estimated fair value of contingent consideration liabilities related to the time component of the present value calculation are reported in “Interest expense” in the Consolidated Statements of Comprehensive (Loss) Income. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in “Selling, general, and administrative expenses” in the Consolidated Statements of Comprehensive (Loss) Income. The portion of the cash settlement up to the acquisition date fair value of the contingent consideration are classified as “Contingent consideration payments” in cash flows from financing activities, and amounts paid in excess of the acquisition date fair value are classified as “Other accrued expenses and other liabilities” in cash flows from operating activities in the Consolidated Statements of Cash Flows. Leases In the first quarter of 2019, the Company adopted ASC 842, Leases The Company has obligations under various real estate leases, equipment leases, and software license agreements. The Company assesses whether these arrangements are or contain leases at lease inception. Classification of the leases between financing and operating leases is determined by assessing whether the lease transfers ownership of the asset to the Company, the lease grants an option for the Company to purchase the underlying asset, the lease term is for the majority of the remaining asset’s economic life, or if the minimum lease payments equals or substantially exceed all of the leased asset’s fair market value. As of December 31, 2019, the Company did not have any finance leases. See Note 8, Leases Self-Insurance Liability The Company maintains a high deductible program for workers’ compensation claims. Losses and liabilities relating to workers’ compensation claims are fully insured beyond the Company’s deductible limits. The Company’s estimated liabilities are not discounted and are based on information provided by third party administrators, combined with management’s judgment regarding a number of assumptions and factors, including the frequency and severity of claims, claims development history, case jurisdiction, applicable legislation and claims settlement practices. 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 the 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 include 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 a 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, in-store e-commerce Marketing segment revenues are primarily recognized in the form of fee-for-service in-person events The Company disaggregates revenues from contracts with clients by reportable segment. Revenues within each segment is further disaggregated between brand-centric services and retail-centric services. Brand-centric services are centered on providing solutions to support consumer goods manufacturers’ sales and marketing strategies. Retail-centric services are centered on providing solutions to retailers. Disaggregated revenues were as follows: Year Ended December 31, (in thousands) 2019 2018 2017 Sales brand-centric services $ 1,209,480 $ 1,177,989 $ 1,376,368 Sales retailer-centric services 745,225 679,015 212,076 Total sales revenues 1,954,705 1,857,004 1,588,444 Marketing brand-centric services 474,928 424,373 364,036 Marketing retailer-centric services 1,355,430 1,426,251 464,447 Total marketing revenues 1,830,358 1,850,624 828,483 Total revenues $ 3,785,063 $ 3,707,628 $ 2,416,927 The Company is party to certain client contracts that include variable consideration, whereby the ultimate consideration is contingent on future events such as the client’s sales to retailers, hours worked, event count, costs incurred, and performance incentive bonuses. For commission based service contracts, the consideration received from the client is variable because the Company earns an agreed upon percentage of the client’s sales to retailers, which is agreed upon on a manufacturer-by-manufacturer e-commerce, manufacturer-by-manufacturer For service contracts whereby the client is charged a fee per hour incurred or fee per event completed, revenues are recognized over time as actual hours are incurred or as events are completed, respectively. For service contracts with a cost-plus arrangement, revenues are recognized on a gross basis over time for a given period based on the actual costs incurred plus a fixed mark-up client-by-client 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 estimated and are recognized as revenues as the related services are performed for the client. The variability of the consideration for the services transferred during a reporting period is typically resolved by the end of the reporting period. However, for certain client contracts, the Company is required to estimate the variable consideration for the services that have been transferred to the client during the reporting period. The Company typically estimates the variable consideration based on the expected value method. Estimates are based on historical experience and current facts known during the reporting period. The Company only recognizes revenues related to variable consideration if it is probable that a significant reversal of revenues recognized will not occur when the uncertainty associated with the variable consideration is resolved. When such probable threshold is not satisfied, the Company will constrain some or all of the variable consideration and the constrained variable consideration will not be recognized as revenues. The Company records an adjustment to revenue for differences between estimated revenues and the amounts ultimately invoiced to the client. Adjustments to revenue during the current period related to services transferred during prior periods were not material during the year ended December 31, 2019. The Company has contracts that include fixed consideration such as a fee per project or a fixed monthly fee. For contracts with a fee per project, revenues are recognized over time using an input method such as hours worked that reasonably depicts the Company’s performance in transferring control of the services to the client. The Company determined that the input method represents a reasonable method to measure the satisfaction of the performance obligation to the client. For contracts with a fixed monthly fee, revenues are recognized using a time-based measure resulting in a straight-line revenue recognition. A time-based measure was determined to represent a reasonable method to measure the satisfaction of the performance obligation to the client because the Company has a stand ready obligation to make itself available to provide services upon the client’s request or the client receives the benefit from the Company’s services evenly over the contract period. 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. 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. For the purpose of disclosing the transaction price allocated to remaining unsatisfied performance obligations or partially satisfied performance obligations, the Company elected policies to: (1) exclude contracts with a contract term of one year or less and (2) exclude contracts with variable consideration that is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation when that performance obligation qualifies as a series of remaining performance obligations. After applying these policy elections, the Company determined that it does not have a significant amount of fixed considerations 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 accordingly, the Company has a present and unconditional right to payment and records the receivable from clients in “Accounts receivable” in the Consolidated Balance Sheet. The Company’s general payment terms are short-term in duration and the Company does not adjust the promised amount of consideration for the effects of a significant financing component. 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 Consolidated Balance Sheet. Deferred revenues are recognized as revenues when the related services are performed for the client. Revenues recognized during the year ended December 31, 2019 included $32.1 million of Deferred revenues as of December 31, 2018. Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The income tax provision (benefit) is computed on the pre-tax Realization of the Company’s deferred tax assets is principally dependent upon its achievement of future taxable income, the estimation of which requires significant management judgment. These judgments regarding future profitability may change due to many factors, including future market conditions and the Company’s ability to successfully execute its business plans. These changes, if any, may require adjustments to deferred tax asset balances and deferred income tax expense. Uncertain Tax Positions The Company accounts for uncertain tax positions when it is more likely than not that the tax position will not be sustained on examination by the taxing authorities, based on the technical merits of the position. As of December 31, 2019 and 2018, the Company’s unrecognized tax benefits were $0.6 million and $0.6 million, respectively. All the unrecognized tax benefits as of December 31, 2019 would be included in the effective tax rate if recognized in future periods. The Company is unaware of any positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase within the next twelve months. The Company files tax returns in the United States, various states and foreign jurisdictions. With few exceptions, as of December 31, 2019, the Company is no longer subject to federal, state, or non-U.S. The Company has elected to classify interest and penalties as components of tax expense. These amounts were immaterial at December 31, 2019, 2018 and 2017. Equity-based Comp |
Acquisitions
Acquisitions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | ||
Acquisitions | 3. Acquisitions 2020 Acquisitions The Company acquired three businesses during the nine months ended September 30, 2020, of which two were sales agencies and one was a marketing agency. 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 the business acquired by the Company have been included in the Condensed Consolidated Statements of Comprehensive Loss since the date of acquisition. The aggregate purchase price for the acquisitions referenced above was $72.1 million, which includes $51.4 million paid in cash, $17.2 million recorded as contingent consideration liabilities, and $3.5 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 $45.8 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 24 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, $19.8 million is deductible for tax purposes. The preliminary fair values of the identifiable assets and liabilities of the acquisitions completed during the nine months ended September 30, 2020, at the respective acquisition dates, are as follows: (in thousands) Consideration: Cash $ 51,389 Holdbacks 3,487 Fair value of contingent consideration 17,210 Total consideration $ 72,086 Recognized amounts of identifiable assets acquired and liabilities assumed: Assets Accounts receivable $ 2,605 Other assets 2,925 Property and equipment 321 Identifiable intangible assets 32,610 Total assets 38,461 Liabilities Total liabilities 4,402 Total identifiable net assets 34,059 Goodwill arising from acquisitions $ 38,027 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) Amount Weighted Life Client relationships $ 32,610 10 years The operating results of the businesses acquired during the nine months ended September 30, 2020 contributed total revenues of $17.8 million and $44.7 million in the three months ended and the nine months ended September 30, 2020, respectively. 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 and the nine months ended September 30, 2020, the Company incurred zero and $0.2 million, respectively, in transaction costs related to the acquisitions described above. These costs have been included in “Selling, general, and administrative expenses” in the Condensed Consolidated Statement of Comprehensive Loss. Unaudited Supplemental Pro Forma Information Unaudited supplemental information on a pro forma basis, presented as if the acquisitions completed during the period from January 1, 2020 to December 4, 2020 and for the year ended December 31, 2019, had been consummated as of the beginning of the comparative prior period, is as follows: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, (in thousands, except per share data) Total revenues $ 784,840 $ 997,479 $ 2,307,999 $ 2,791,366 Net income (loss) attributable to stockholder of Advantage Solutions Inc. $ 38,277 $ 24,603 $ (20,447 ) $ (29,522 ) Basic earnings per share 306,220 196,822 (163,578 ) (236,176 ) Diluted earnings per share 306,220 196,822 (163,578 ) (236,176 ) 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 and the nine months ended September 30, 2020 and 2019. 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. | 2. Acquisitions 2019 Acquisitions The Company acquired four businesses during fiscal year 2019, of which two were marketing agencies in the United States and two were sales agencies in the Europe. 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 the final information, facts and/or circumstances. Accordingly, the measurement period for such purchase price allocations will end when the final information, facts, and circumstances become available, but will not exceed twelve months following the consummation of the acquisition. The results of operations of the businesses acquired by the Company have been included in the Company’s consolidated financial statements since the date of the consummation of the acquisition. The aggregate purchase price for the acquisitions was $14.0 million, which includes $10.6 million paid in cash, $2.5 million recorded as contingent consideration liabilities, and $0.9 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 referenced above is $10.7 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 24 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, $0.3 million is deductible for tax purposes. The preliminary fair values of the identifiable assets and liabilities of the acquisitions completed during the year ended December 31, 2019, at the respective acquisition dates, are as follows: (in thousands) Consideration: Cash $ 10,582 Holdbacks 915 Fair value of contingent consideration 2,519 Total consideration $ 14,016 Recognized amounts of identifiable assets acquired and liabilities assumed: Assets Accounts receivable $ 6,853 Other assets 1,390 Identifiable intangible assets 10,400 Total assets 18,643 Liabilities Accounts payable 2,138 Accrued compensation and benefits 2,478 Deferred revenue 1,258 Long-term debt 1,009 Deferred income tax liabilities 2,334 Noncontrolling interest and other liabilities 2,761 Total liabilities and noncontrolling interest 11,978 Total identifiable net assets 6,665 Goodwill arising from acquisitions $ 7,351 (in thousands) Amount Weighted Average Client relationships $ 7,562 10 years Trade Names 2,838 5 years Total identifiable intangible assets $ 10,400 The operating results of the businesses acquired during the year ended December 31, 2019 contributed total revenues of $17.3 million to the Company in such period. The Company has determined that the presentation of net income from the date of the respective acquisitions is impracticable due to the integration of the operations upon acquisition. During the year ended December 31, 2019, the Company incurred $0.4 million in transaction costs related to the acquisitions described above. These costs have been included in “Selling, general, and administrative expenses” in the Consolidated Statements of Comprehensive (Loss) Income. 2018 Acquisitions The Company acquired nine businesses during fiscal year 2018, of which four were sales agencies and five were marketing agencies in the United States. This included the acquisition of Take 5 in April 2018, which is discussed further in Note 1, Organization and Significant Accounting Policies The aggregate purchase price for the acquisitions, excluding Take 5, was $129.8 million, which includes $109.8 million paid in cash, $18.7 million recorded as contingent consideration liabilities, and $1.4 million recorded as holdback amounts. A $79.2 million loss on Take 5 was recognized in the Company’s Statement of Comprehensive (Loss) Income for the year ended December 31, 2018, which represents $76.2 million paid in cash for Take 5 and $3.0 million of acquired liabilities remaining. The maximum potential payment outcome related to the acquisitions referenced above is $127.0 million. 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, $45.1 million is deductible for tax purposes. The fair values of the identifiable assets and liabilities of the acquisitions completed during the year ended December 31, 2018, at the respective acquisition dates, are as follows: (in thousands) Consideration: Cash $ 109,784 Holdbacks 1,350 Fair value of contingent consideration 18,653 Total consideration $ 129,787 Recognized amounts of identifiable assets acquired and liabilities assumed: Assets Accounts receivable $ 11,098 Other assets 652 Property and equipment 388 Identifiable intangible assets 49,630 Total assets 61,768 Liabilities Total liabilities 8,148 Total identifiable net assets 53,620 Goodwill arising from acquisitions $ 76,167 (in thousands) Amount Weighted Average Client relationships $ 45,230 10 years Developed technology 4,400 5 years Total identifiable intangible assets $ 49,630 The operating results of the businesses acquired during the year ended December 31, 2018 contributed total revenues of $29.6 million to the Company in such period. The Company has determined that the presentation of net income from the date of the respective acquisitions is impracticable due to the integration of the operations upon acquisition. During the year ended December 31, 2018, the Company incurred $2.1 million in transaction costs related to the acquisitions described above. These costs have been included in “Selling, general, and administrative expenses” in the Consolidated Statements of Comprehensive (Loss) Income. 2017 Acquisitions Daymon Acquisition On December 18, 2017, pursuant to a contribution and exchange agreement, the Company completed the acquisition (the “ Daymon Acquisition Daymon in-store new-store Pursuant to the contribution and exchange agreement, each of the equity holders of Daymon contributed all of their outstanding equity interests in Daymon to Topco, the direct parent entity of the Company, in exchange for $671.1 million in newly issued equity interests in Topco, comprised of $636.2 million in Common Series A Units and $34.9 million in Common Series B Units. Subsequent to the acquisition, Topco contributed the assets and liabilities of Daymon to the Company. The acquisition was accounted for under the acquisition method of accounting. As such, the purchase consideration was allocated to the acquired tangible and intangible assets and liabilities based upon their respective fair values. The excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The resulting goodwill represents the value paid for Daymon’s assembled workforce, geographic presence, and expertise. Of this goodwill, $87.5 million is deductible for tax purposes. The results of operations of Daymon have been included in the Company’s consolidated financial statements from the date of the acquisition. To determine the fair value of the purchase price, the Company used the fair value of the Common Series A Units and Common Series B Units of Topco issued as it was determined to be a better indicator than the fair value of the intangible assets acquired. Therefore, total consideration is based on the fair value of Topco’s equity units since it is determined to be more clearly evident and, thus, more reliably measurable. In order to determine the fair value of the Common Series A Units and Common Series B Units, the Company used the Black-Scholes option pricing model using the following weighted average assumptions: December 18, Dividend yield 0.0 % Expected volatility 33.5 % Risk-free interest rate 1.8 % Lack of marketability discount 10.0 % Expected term (years) 2.0 The expected share price volatility is based on the average of the historical volatility of comparable public companies. The risk-free rate is based on U.S. Treasury yields in effect at the time of grant over the expected term. The Company did not use a dividend yield as it has not historically paid distributions. In connection with their receipt of Topco equity units, the prior equity holders and certain management executives of Daymon became subject to the rights and obligations set forth in the Limited Partnership Agreement and are entitled to distributions consistent with Topco’s distribution policy. Determination of the Fair Value of Common Series A Units and Common Series B Units As there was no public market for the Common Series A Units and Common Series B Units of Topco, the Company determined the estimated fair value of the equity interests for purposes of determining the fair value of the newly issued equity interests based on the combined enterprise resource value of Topco of $3.7 billion, as stated in the contribution and exchange agreement. The fair value was determined taking into consideration various objective and subjective factors, including: • comparative rights and preferences of the security being granted compared to the rights and preferences of other outstanding equity interests; • comparative values of public companies discounted for the risk and limited liquidity provided for in the securities issued; • the Company’s historical operating and financial performance; • the likelihood of achieving a liquidity event, such as an initial public offering, or sale of the Company; and • estimates and analysis provided by management. The analysis was based on methodologies that first estimated the fair value of Topco as a whole, or its enterprise value. Once the Company determined the expected enterprise value it then adjusted for expected cash and debt balances, allocated value to the various equity holders, adjusted to present value and discounted for lack of marketability. There are significant judgments and estimates inherent in the determination of the fair value of the Topco equity interests. These judgments and estimates include assumptions regarding future operating performance, the timing of an initial public offering or other liquidity event and the determination of the appropriate valuation methods. If the Company had made different assumptions, Goodwill, Other intangible assets and Amortization expense could have been significantly different. The foregoing valuation methodologies are not the only methodologies available and are not an indicator of the equity value of Topco. Purchase Price Allocation The fair value of the identifiable assets and liabilities as of December 31, 2017 were as follows: December 18, (in thousands) Total consideration in the form of issuance of equity $ 671,101 Assets Cash and cash equivalents 79,624 Accounts receivable 187,907 Prepaid and other current assets 26,586 Property and equipment 19,562 Identifiable intangible assets 331,100 Investment in unconsolidated affiliates 7,285 Deferred income tax assets 2,958 Other assets 17,476 Total assets 672,498 Liabilities Accounts payable 51,086 Accrued compensation and benefits 73,235 Other accrued expenses 56,412 Deferred revenue 857 Long-term debt 207,007 Deferred income tax liabilities 40,867 Other long-term liabilities and noncontrolling interest 32,200 Total liabilities and noncontrolling interest 461,664 Total identifiable net assets 210,834 Goodwill arising from the Daymon Acquisition $ 460,267 The identifiable intangible assets are being amortized on a straight-line basis over their estimated useful lives. The fair value and estimated useful lives of the intangible assets acquired are as follows: (in thousands) Amount Weighted Average Client relationships $ 235,000 10 years Trade name 90,000 10 years Covenant not to compete 6,100 5 years Total identifiable intangible assets $ 331,100 Daymon contributed total revenues of $47.9 million and net income of $10.6 million in the year ended December 31, 2017. During the year ended December 31, 2017, the Company incurred $2.7 million in transaction costs as a result of the Daymon Acquisition. These costs have been included in “Selling, general, and administrative expenses” in the Consolidated Statements of Comprehensive (Loss) Income. Other 2017 Acquisitions In addition to the Daymon Acquisition, the Company completed 12 business acquisitions during fiscal year 2017. The Company acquired four sales agencies, two sales digital agencies and two marketing agencies in the United States, as well as four sales agencies in Europe. 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 based upon their respective fair values. The excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The results of operations of each acquired business have been included in the Company’s financial statements from the date of each acquisition. The aggregate purchase price for the acquisitions was $239.3 million, of which $140.9 million was paid in cash, $95.0 million was recorded as contingent consideration liabilities and $3.4 million was recorded as holdback liabilities. The maximum potential payment outcome related to these 12 acquisitions is $206.2 million. 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, $23.6 million is deductible for tax purposes. The fair value of the identifiable assets and liabilities of the acquisitions completed during the year ended December 31, 2017, at the respective acquisition dates, are as follows: (in thousands) Consideration: Cash $ 140,881 Holdbacks 3,391 Fair value of contingent consideration 94,985 Total consideration $ 239,257 Recognized amounts of identifiable assets acquired and liabilities assumed: Assets Accounts receivable $ 41,578 Other assets 22,461 Property and equipment 2,993 Identifiable intangible assets 102,366 Total assets 169,398 Liabilities Total liabilities & noncontrolling interest 58,602 Total identifiable net assets 110,796 Goodwill arising from acquisitions $ 128,461 The identifiable intangible assets are being amortized on a straight-line basis over their estimated useful lives. The fair value and estimated useful lives of the intangible assets acquired are as follows: (in thousands) Amount Weighted Average Client relationships $ 84,566 12 years Trade names 12,040 5 years Developed technology 5,760 5 years Total identifiable intangible assets $ 102,366 The operating results of the businesses acquired during 2017, other than the Daymon Acquisition, contributed total revenues of $173.5 million in the year ended December 31, 2017. 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 year ended December 31, 2017, the Company incurred $2.8 million in transaction costs as a result of the 2017 acquisitions, other than the Daymon Acquisition. These costs have been included in “Selling, general, and administrative expenses” in the Consolidated Statements of Comprehensive (Loss) Income. Supplemental Pro Forma Information (Unaudited) Supplemental information on an unaudited pro forma basis, as if the acquisitions executed during the periods from January 1, 2020 to April 22, 2020, and the years ended December 31, 2019, 2018, and 2017, had been consummated as of the beginning of the comparative prior period, as follows: Year Ended December 31, 2019 2018 2017 (in thousands, except per share data) Total revenues $ 3,861,106 $ 3,772,569 $ 3,825,786 Net income (loss) attributable to stockholder of Advantage Solutions Inc. $ (7,913 ) $ (1,152,738 ) $ 397,799 Basic earnings per share $ (63,304 ) $ (9,221,904 ) $ 3,182,392 Diluted earnings per share $ (63,304 ) $ (9,221,904 ) $ 3,182,392 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 years ended December 31, 2019, 2018, and 2017. 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
Goodwill and Intangible Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill and Intangible Assets | 4. Goodwill and Intangible Assets Changes in goodwill for the nine months ended September 30, 2020 are as follows: Sales Marketing Total (in thousands) Gross carrying amount as of December 31, 2019 $ 2,090,340 $ 678,356 $ 2,768,696 Accumulated impairment charge (1) (652,000 ) — (652,000 ) Balance at December 31, 2019 $ 1,438,340 $ 678,356 $ 2,116,696 Acquisitions 24,484 13,543 38,027 Foreign exchange translation effects (868 ) — (868 ) Balance at September 30, 2020 $ 1,461,956 $ 691,899 $ 2,153,855 (1) During the fiscal year ended December 31, 2018, the Company recognized a non-cash The following tables set forth information for intangible assets: September 30, 2020 (in thousands) Weighted Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Value Finite-lived intangible assets: Client relationships 14 years $ 2,440,404 $ 929,243 $ — $ 1,511,161 Tradenames 8 years 133,232 62,306 — 70,926 Developed technology 5 years 10,160 5,481 — 4,679 Covenant not to compete 5 years 6,100 3,401 — 2,699 Total finite-lived intangible assets 2,589,896 1,000,431 — 1,589,465 Indefinite-lived intangible assets: Tradenames 1,480,000 — 580,000 900,000 Total other intangible assets $ 4,069,896 $ 1,000,431 $ 580,000 $ 2,489,465 December 31, 2019 (in thousands) Weighted Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Value Finite-lived intangible assets: Client relationships 14 years $ 2,408,573 $ 798,153 $ — $ 1,610,420 Tradenames 8 years 132,844 52,485 — 80,359 Developed technology 5 years 10,160 3,957 — 6,203 Covenant not to compete 5 years 6,100 2,486 — 3,614 Total finite-lived intangible assets 2,557,677 857,081 — 1,700,596 Indefinite-lived intangible assets: Tradenames 1,480,000 — 580,000 900,000 Total other intangible assets $ 4,037,677 $ 857,081 $ 580,000 $ 2,600,596 As of September 30, 2020, estimated future amortization expenses of the Company’s existing intangible assets are as follows: (in thousands) The remainder of 2020 $ 47,784 2021 190,783 2022 188,246 2023 184,713 2024 183,761 Thereafter 794,178 Total amortization expense $ 1,589,465 | 3. Goodwill and Intangible Assets Goodwill Changes in goodwill for the years ended December 31, 2019 and 2018, are as follows: Sales Marketing Total (in thousands) Balance at December 31, 2017 $ 2,074,359 $ 601,888 $ 2,676,247 Acquisitions 14,788 61,379 76,167 Divestitures — (2,012 ) (2,012 ) Measurement period adjustments 741 11,428 12,169 Foreign exchange translation effects (4,204 ) — (4,204 ) Impairment Charge (652,000 ) — (652,000 ) Balance at December 31, 2018 1,433,684 672,683 2,106,367 Acquisitions 2,948 4,403 7,351 Measurement period adjustments (418 ) 1,270 852 Foreign exchange translation effects 2,126 — 2,126 Balance at December 31, 2019 $ 1,438,340 $ 678,356 $ 2,116,696 The excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The results of operations of each acquired business have been included in the Company’s consolidated financial statements from the date of each acquisition. The measurement period adjustments during the fiscal year ended December 31, 2019 was $0.9 million. The measurement period adjustments during the fiscal year ended December 31, 2018 was $12.2 million, primarily attributable to the Daymon Acquisition, of which $10.4 million is related to Other accrued expenses and $1.9 million is related to Deferred income tax liabilities, net. On December 1, 2018, the Company sold a portion of its business operating in South Africa, which was acquired as part of the Daymon Acquisition, to an affiliated entity of Smollan Holdings Propriety Limited, a company registered in South Africa and in which the Company has approximately a 25% ownership interest. The net proceeds have been reflected as a reduction of $2.0 million of goodwill and no gain or loss was recognized. The operations of the sold business were not significant to prior periods presented. No impairment related to the Company’s goodwill was recorded for the year ended December 31, 2019. During the fiscal year ended December 31, 2018, the Company recognized a non-cash Intangible Assets The following tables set forth information for intangible assets: December 31, 2019 (in thousands) Weighted Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Carrying Value Finite-lived intangible assets: Client relationships 14 years $ 2,408,573 $ 798,153 $ — $ 1,610,420 Trade names 8 years 132,844 52,485 — 80,359 Developed technology 5 years 10,160 3,957 — 6,203 Covenant not to compete 5 years 6,100 2,486 — 3,614 Total finite-lived intangible assets 2,557,677 857,081 — 1,700,596 Indefinite-lived intangible assets: Trade names 1,480,000 — 580,000 900,000 Total other intangible assets $ 4,037,677 $ 857,081 $ 580,000 $ 2,600,596 December 31, 2018 (in thousands) Weighted Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Carrying Value Finite-lived intangible assets: Client relationships 14 years $ 2,398,544 $ 626,387 $ — $ 1,772,157 Trade names 8 years 129,925 36,743 — 93,182 Developed technology 5 years 10,160 1,925 — 8,235 Covenant not to compete 5 years 6,100 1,318 — 4,782 Total finite-lived intangible assets 2,544,729 666,373 — 1,878,356 Indefinite-lived intangible assets: Trade names 1,480,000 — 580,000 900,000 Total other intangible assets $ 4,024,729 $ 666,373 $ 580,000 $ 2,778,356 Estimated future amortization expenses of the Company’s existing intangible assets are as follows: (in thousands) 2020 188,007 2021 187,456 2022 184,961 2023 181,462 Thereafter 958,710 Total amortization expense 1,700,596 The Company recorded all intangible assets at their respective fair values and assessed the useful lives of the assets. Client relationships were valued using the multi-period excess earnings method under the income approach. The values of client relationships are generally regarded as the estimated economic benefit derived from the incremental revenues and related cash flow as a direct result of the client relationships in place versus having to replicate them. Further, the Company evaluated the legal, regulatory, contractual, competitive, economic or other factors in determining the useful life. Trade names were valued using the relief-from-royalty method under the income approach. This method relies on the premise that, in lieu of ownership, a company would be willing to pay a royalty to obtain access to the use and benefits of the trade names. The Company has considered its sales and marketing trade names related to the 2014 Topco Acquisition to be indefinite, as there is no foreseeable limit on the period of time over which such trade names are expected to contribute to the cash flows of the reporting entity. Further, the Company evaluated legal, regulatory, contractual, competitive, economic and other factors in determining the useful life. In connection with the acquisitions during the years ended December 31, 2019 and 2018, the Company recorded intangible assets of $10.4 million and $49.6 million, respectively. Amortization expense included in the Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2019, 2018 and 2017 was $189.9 million, $188.8 million, and $149.1 million, respectively. No impairment related to the Company’s intangible assets was recorded for the year ended December 31, 2019. During the fiscal year ended December 31, 2018, the Company recognized a non-cash |
Prepaid and Other Assets
Prepaid and Other Assets | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and Other Assets | 4. Prepaid and Other Assets Prepaid and other current assets consist of the following: December 31, (in thousands) 2019 2018 Prepaid expenses $ 25,136 $ 24,494 Inventory 25,163 13,099 Miscellaneous receivables 9,500 13,241 Workers’ compensation receivables 1,109 1,202 Taxes 326 20,125 Market production costs 305 3,397 Other current assets 7,881 6,261 Total prepaid expenses and other current assets $ 69,420 $ 81,819 Other assets consist of the following: December 31, (in thousands) 2019 2018 Operating lease right-of-use $ 93,924 $ — Deposits 8,364 9,200 Contingent consideration related to South Africa divestiture 6,120 4,986 Workers’ compensation receivable 5,583 6,010 Other long-term assets 2,556 5,440 Total other assets $ 116,547 $ 25,636 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment consist of the following: December 31, (in thousands) 2019 2018 Software $ 126,796 $ 108,575 Computer hardware 76,558 72,905 Leasehold improvements 54,293 39,666 Furniture, fixtures, and other 28,868 21,116 Total property and equipment 286,515 242,262 Less: accumulated depreciation (171,825 ) (134,140 ) Total property and equipment, net $ 114,690 $ 108,122 Depreciation expense was $42.7 million, $36.4 million, and $30.9 million related to property and equipment for the years ended December 31, 2019, 2018, and 2017, respectively. |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | 6. Other Liabilities Other accrued expenses consist of the following: December 31, 2019 2018 (in thousands) Operating lease liability $ 34,072 $ — Contingent consideration 24,502 46,191 Client refunds related to the Take 5 Matter 14,946 18,709 Payable related to settlement of contingent consideration 9,385 — Employee insurance reserves 9,418 9,477 Client deposits 8,674 14,106 Rebates due to retailers 6,979 7,634 Taxes 6,342 8,130 Holdbacks 2,630 3,174 Restructuring charges 2,615 6,024 Interest rate cap and accrued interest payable 1,520 3,703 Other accrued expenses 7,752 9,876 Total other accrued expenses $ 128,835 $ 127,024 Other long-term liabilities consist of the following: December 31, 2019 2018 (in thousands) Operating lease liability $ 84,902 $ — Contingent consideration 23,147 39,786 Workers’ compensation and other insurance reserves 29,718 37,705 Interest rate cap 2,294 1,160 Holdbacks 926 850 Taxes 525 8,129 Deferred rent — 8,966 Other long-term liabilities 4,785 7,264 Total other long-term liabilities $ 146,297 $ 103,860 Under the workers’ compensation programs, the estimated liability for claims incurred but unpaid at December 31, 2019 and 2018 was $55.9 million and $58.7 million, respectively. These amounts include reported claims as well as claims incurred but not reported. As of December 31, 2019, $26.2 million and $29.7 million of this liability was included in the “Accrued compensation and benefits” and “Other long-term liabilities” in the Consolidated Balance Sheets, respectively. As of December 31, 2018, $21.0 million and $37.7 million of this liability was included in the “Accrued compensation and benefits” and “Other long-term liabilities” in the Consolidated Balance Sheets, respectively. In connection with its deductible limits, the Company has standby letters-of-credit 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 Consolidated Statements of Comprehensive (Loss) Income. The Company has reassessed the fair value of contingent consideration, noting that as of December 31, 2019, projected EBITDA related to acquisitions, which was anticipated to contribute to measurement period EBITDA, was higher than expected. This reassessment resulted in a fair value adjustment of a $2.3 million loss that was included in “Selling, general, and administrative expenses” in the Consolidated Statements of Comprehensive (Loss) Income. The remaining change in fair value for the year ended December 31, 2019 was due to present value accretion that was included in “Interest expense, net” in the Consolidated Statements of Comprehensive (Loss) Income. As of December 31, 2019, the maximum potential payment outcomes were $286.2 million. The Company issued an unsecured loan note of $9.4 million during 2019 to settle contingent consideration related to a 2016 digital marketing technology acquisition, which is included in “Other accrued expenses” in the Consolidated Balance Sheets. The unsecured loan note bears no interest and matures and was fully repaid on January 6, 2020. The following table summarizes the changes in the carrying value of estimated contingent consideration liabilities: Year Ended December 31, (in thousands) 2019 2018 Beginning of the period $ 85,977 $ 155,940 Fair value of acquisitions 2,519 18,653 Payments (37,100 ) (40,292 ) Note issuance for settlement (9,385 ) — Changes in fair value 6,064 (45,662 ) Foreign exchange translation effects (426 ) (2,662 ) End of the period $ 47,649 $ 85,977 |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Debt | 5. Debt September 30, December 31, 2020 2019 (in thousands) First lien term loans $ 2,448,123 $ 2,467,529 Second lien term loans 760,000 760,000 Account receivable securitization facility 120,000 — Notes payable and deferred obligations 3,360 2,053 3,331,483 3,229,582 Less: current portion 26,170 27,655 Less: debt issuance costs 17,964 29,840 Long-term debt, net of current portion $ 3,287,349 $ 3,172,087 Under the Credit Facilities, the Company is required to meet customary affirmative and negative covenants; including certain financial covenants relating to leverage to earnings before interest, taxes, depreciation and amortization ratios. The Company was in compliance with all of its affirmative and negative covenants under the Credit Facilities as of September 30, 2020. In addition, the Company was required to repay the principal under the First Lien Terms Loans (as such term was defined in the First Lien Credit Agreement) in the greater amount of its excess cash flow, as defined in the First Lien Credit Agreement, or $25.9 million, per annum, in quarterly payments. The Company made each of the minimum quarterly principal payments of $6.5 million and $19.4 million during the three months ended and the nine months ended September 30, 2020, respectively, and no payments under the excess cash flow calculation were required. As of September 30, 2020, the First Lien Term Loans and the Second Lien Term Loans (as defined in the Second Lien Credit Agreement) were collateralized by substantially all of the assets of the Company, excluding those assets secured by the accounts receivable securitization facility described below. As of September 30, 2020, the Company had $2.5 billion of debt outstanding under the First Lien Term Loans and $760 million of debt outstanding under the Second Lien Term Loans with maturity dates in July 2021 and July 2022, respectively. On October 28, 2020, the Company repaid the outstanding debt under its First Lien Term Loans and Second Liens Term Loans and the Company, through its subsidiaries, entered into the New Senior Secured Credit Facilities, consisting of a $1,325.0 million New Term Loan Facility and a $400.0 million New Revolving Facility, and issued $775.0 million of Senior Secured Notes. For more information, see Note 11, Subsequent Events. On March 11, 2020 the World Health Organization declared a novel strain of coronavirus (“ COVID-19 the COVID-19 pandemic In April 2020, the Company entered into an accounts receivable securitization facility under which accounts receivable of certain domestic subsidiaries are sold on a non-recourse basis SPE On April 27, 2020 the Company obtained $120.0 million under its AR Facility, representing the minimum funding threshold of 60.0% of the $200.0 million borrowing base. The Company guaranteed the performance of the obligations of its subsidiaries that sell and service the account receivable under the AR Facility. In accordance with the terms of the AR Facility, the Company may use the borrowings for working capital, general corporate or other purposes permitted thereunder. As of September 30, 2020, the Company was in compliance with all financial covenants under the AR Facility. On October 28, 2020, the Company repaid the $120.0 million outstanding debt under the AR Facility. See Note 11, Subsequent Events On May 25, 2020, a subsidiary of the Company operating in Japan entered into two loan agreements and had aggregate principal amount of $2.8 million borrowings from a bank lender pursuant to a local government loan program. The loan bears an interest rate of 1.82% per annum with maturity date of May 27, 2029 and amounts under the loans will be repayable to the lender in monthly installments. As of September 30, 2020, the Company’s future minimum principal payments on long-term debt were as follows: (in thousands) The remainder of 2020 $ 6,737 2021 2,441,702 2022 760,039 2023 120,043 2024 24 Thereafter 2,938 Total future minimum principal payments $ 3,331,483 | 7. Debt December 31, 2019 2018 (in thousands) First lien term loan $ 2,467,529 $ 2,493,404 Second lien term loan 760,000 760,000 Notes payable and deferred obligations 2,053 1,139 3,229,582 3,254,543 Less: current portion 27,655 26,348 Less: debt issuance costs 29,840 46,730 Long-term debt, net of current portion $ 3,172,087 $ 3,181,465 At the time of the Daymon Acquisition, Daymon had an existing credit agreement with several financial institutions (the “ Daymon Credit Agreement Under the Daymon Credit Agreement, Daymon was obligated to meet certain customary financial and nonfinancial covenants, including, without limitation, restrictions on incurring and repaying debt, granting liens, making investments and acquisitions, paying dividends, or entering into contracts with affiliates. At the end of each quarter, Daymon was required to comply with covenants related to fixed-charge coverage ratio and total leverage ratio, each as defined in the Daymon Credit Agreement. On February 21, 2018, the Company executed the Third Amendment to First Lien Credit Agreement, which amended the First Lien Credit Agreement (defined below) to enable the Company to incur additional first lien term loans under the incremental facilities (the “ Incremental First Lien Term Loans On July 25, 2014, certain subsidiaries of the Company entered into the following credit facilities with different syndicates of lenders in connection with the 2014 Topco Acquisition: • a first lien credit agreement (the “ First Lien Credit Agreement • a $200.0 million revolving line of credit (the “ Revolving Credit Facility • a $1.8 billion term loan facility (the “ Initial First Lien Term Loans • commitments for an additional $60.0 million of unfunded delayed draw term loans (the “ Delayed Draw Commitments • uncommitted incremental revolving and first lien term loan facilities, subject to certain incurrence tests; and • a second lien credit agreement (the “ Second Lien Credit Agreement • a $760.0 million term loan facility (the “ Second Lien Term Loans • uncommitted incremental second lien term loan facilities, subject to certain incurrence tests. Borrower, Guarantors, and Collateral Borrower Guarantors Borrowings and Use of Proceeds Series A Revolving Loan Facility Maturity First Lien Term Loans Amortization Prepayments • Excess Cash Flow — the Borrower must prepay First Lien Term Loans with 50% of its “Excess Cash Flow” (as defined in the First Lien Credit Agreement) in excess of $20.0 million (net of certain voluntary prepayments of debt) for each fiscal year. Payment is due annually at approximately the time when the Borrower is required to deliver its audited financial statements for the prior fiscal year. The percentage of Excess Cash Flow that must be applied to prepay loans declines to 25.0% or 0.0% if the Borrower achieves a first lien net leverage ratio of 4.50:1.00 or 3.75:1.00, respectively, for the applicable fiscal year. • Asset Sales and Casualty Events — the Borrower must prepay First Lien Term Loans with 100% of the “ Net Cash Proceeds non-ordinary 12-month 12-month • Other Debt — the Borrower must prepay First Lien Term Loans with the proceeds of debt that otherwise is not permitted to be incurred under the First Lien Credit Agreement. The Borrower also may make voluntary prepayments of First Lien Term Loans at any time without penalty or premium. In 2019, the Borrower was not required to make any Excess Cash Flow payment for the year ended December 31, 2018, and the Borrower did not make any other mandatory or voluntary prepayments of First Lien Term Loans for the years ended December 31, 2019 or 2018. The Second Lien Credit Agreement includes comparable mandatory prepayment provisions, but they do not have effect prior to the date that the First Lien Credit Agreement is terminated. The Borrower may make voluntary prepayments of the Second Lien Term Loans at any time without penalty or premium, as the original call protection in the Second Lien Credit Agreement is no longer applicable. However, under certain circumstances, the First Lien Credit Agreement restricts the Borrower’s ability to prepay the Second Lien Term Loans. The Borrower did not make any prepayments of the Second Lien Term Loans in the years ended December 31, 2019 or 2018. Interest and Fees LIBOR Rate • for the Revolving Credit Facility, there is a pricing grid based on first lien net leverage where the base rate margins range between 2.25% to 1.75% and the Eurodollar rate margins range between 3.25% and 2.75%, with the margin determined based on whether the Borrower is above or below a leverage ratio of 4.50:1.00 or 4.00:1.00; • for First Lien Term Loans, the base rate margin is 2.25% and the Eurodollar rate margin is 3.25%; and • for Second Lien Term Loans, the base rate margin is 5.50% and the Eurodollar rate margin is 6.50%. The Borrower has historically generally elected the Eurodollar rate. In 2019 and 2018, the effective interest rate on the First Lien Term Loans was 5.53% and 5.25% per annum, respectively, and the effective interest rate on the Second Lien Term Loans was 8.78% and 8.48% per annum, respectively. The Revolving Credit Facility accrues a commitment fee for unfunded commitments, calculated based on daily unused commitments and payable quarterly, at a rate of 0.50% per annum or, if the Borrower achieves a first lien net leverage ratio equal to or below 4.50:1.00 for the applicable quarter, 0.375% per annum. Outstanding letters of credit accrue a fee, calculated based on daily outstanding amounts and payable quarterly, equal to the Eurodollar rate margin applicable to the Revolving Credit Facility times the face value of outstanding undrawn letters of credit. The Borrower also pays customary “fronting fees” upon the issuance of letters of credit. As of December 31, 2019 and 2018, the Borrower had no loans outstanding under the Revolving Credit Facility and $63.5 million and $44.0 million, respectively, of undrawn letters of credit outstanding under the Revolving Credit Facility. There were no borrowings outstanding under the Revolving Credit Facility during the year ended December 31, 2019. The maximum and average daily borrowings outstanding under the Revolving Credit Facility during the year ended December 31, 2018 were $30.0 million and $105.0 million, respectively. Covenants. The First Lien Credit Agreement and Second Lien Credit Agreement also contain customary affirmative and negative covenants. These covenants restrict the ability of the Borrower, the Guarantors and their subsidiaries to incur debt, permit liens on pledged assets, make investments, make distributions to equity holders, prepay junior debt, engage in mergers or restructurings, and sell assets, among other things. These covenants are subject to a number of exceptions that generally provided the Borrower and its subsidiary with adequate flexibility to operate their business in the ordinary course. The credit agreements contain customary covenants that restrict the Company’s ability to receive distributions of cash or assets from the Borrower, the Guarantors and their subsidiaries, which, collectively, constitute substantially all of the Company’s operating assets; however, these covenants are subject to a number of exceptions, including an exception that permits unlimited distributions if the Borrower’s senior secured net leverage ratio is equal to or less than 6.00:1.00. As of December 31, 2019, the Borrower does not meet such leverage ratio. To the extent the Borrower from time to time in the future is not able to meet this leverage test, the Company would still be able to receive distributions from the Borrower and its subsidiaries under other baskets to the covenant which include, among other things, distributions: • in an amount of up to 6% per annum of the net proceeds of public offerings of stock; • to pay salary, bonus, and benefits to the Company’s officers and employees; • to repurchase management equity upon termination, retirement, death, or disability, subject to a cap; • to pay taxes on behalf of the Borrower and its subsidiaries; • to pay the Company’s costs, fees, and expenses of being a public company, including compliance with regulations applicable to public reporting companies and listed companies; • to pay the costs and expenses related to the Company’s operations as a holding company of the Borrower, including administrative, legal, accounting, and similar expenses; and • to pay the costs of any unsuccessful equity or debt offering the Company may attempt. As of December 31, 2019 and 2018, the Borrower was in compliance with the negative and affirmative covenants under the credit agreements. Fees related to the issuance or refinancing of long-term debt are generally capitalized and amortized over the term of the debt using the effective interest rate method. The amortization of deferred debt issuance costs is included in “Interest expense, net,” in the Consolidated Statements of Comprehensive (Loss) Income, and amounted to $16.9 million, $15.3 million, and $13.2 million for the year ended December 31, 2019, 2018 and 2017, respectively. As of December 31, 2019, “Long-term debt” in the Consolidated Balance Sheets included debt issuance costs of $103.2 million less accumulated amortization of $73.3 million. As of December 31, 2018, “Long-term debt” in the Consolidated Balance Sheets included debt issuance costs of $103.2 million less accumulated amortization of $56.5 million. Future minimum principal payments on long-term debt are as follows: (in thousands) For the fiscal years ending December 31, 2020 $ 27,655 2021 2,441,707 2022 760,047 2023 43 2024 23 Thereafter 107 Total future minimum principal payments $ 3,229,582 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | 8. Leases The Company leases facilities, and equipment under noncancelable leases that have been classified as operating leases for financial reporting purposes. These leases often include one or more options to renew and the lease term includes the renewal terms when it is reasonably certain that the Company will exercise the option. In general, for the Company’s material leases, the renewal options are not included in the calculation of its right-of-use All operating lease expenses are recognized on a straight-line basis over the lease term as a component of “Selling, general, and administrative expenses” in the Consolidated Statements of Comprehensive Loss. Payments under the Company’s lease arrangements are primarily fixed. However, certain lease agreements contain variable costs, which are expensed as incurred and not included in the calculation of the Company’s right-of-use During the year ended December 31, 2019, the Company expensed approximately $53.5 million of total operating lease costs, which includes $8.5 million of variable lease costs. During the years ended December 31, 2018 and 2017, the Company recognized $48.7 million and $39.0 million of total operating lease expense, respectively. Based on the present value of the lease payments for the remaining lease term of the Company’s existing leases, the Company’s right-of-use (in thousands) Classification December 31, Assets Operating lease right-of-use Other assets $ 93,924 Liabilities Current operating lease liabilities Other accrued expenses 34,072 Noncurrent operating lease liabilities Other long-term liabilities 84,902 Total leased liabilities $ 118,974 Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. In determining its incremental borrowing rate, the Company reviewed the terms of its leases, its credit facilities, and other factors. Information related to the Company’s right-of-use (in thousands) Year Ended Cash paid for operating lease liabilities $ 32,229 Right-of-use 40,536 Weighted-average remaining lease term 4.4 years Weighted-average discount rate 10.0 % Maturities of lease liabilities as of December 31, 2019 were as follows: (in thousands) 2020 $ 43,673 2021 33,436 2022 23,293 2023 16,828 2024 12,516 Thereafter 16,656 Total lease payments $ 146,402 Less imputed interest (27,428 ) Present value of lease liabilities $ 118,974 Under the previous lease standard, future minimum obligations under lease commitments in effect at December 31, 2018 were as follows: (in thousands) 2019 $ 43,912 2020 33,547 2021 23,219 2022 15,603 2023 10,342 Thereafter 16,364 Total lease payments $ 142,987 The Company has additional operating leases for real estate of $8.4 million which have not commenced as of December 31, 2019, and as such, have not been recognized on the Company’s Consolidated Balance Sheet. These operating leases are expected to commence in 2020. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Investments | 10. Investments Investments in Unconsolidated Affiliates In connection with the Daymon Acquisition, the Company acquired 9.9% of the outstanding common shares of a subsidiary of a Japanese supermarket chain (“ ATV Investments — Equity Securities The Company’s significant equity investments primarily consist of Global Smollan Holdings (25% ownership), Smollan Holding Proprietary Limited (25% ownership), Partnership SPV 1 Limited (12.5% ownership), and Ceuta Holding Limited (8.8% ownership). Income from the Company’s equity method investments, included in “Cost of revenues” in the Consolidated Statements of Comprehensive (Loss) Income, was $4.9 million, $4.8 million, and $3.2 million for the years ended December 31, 2019, 2018, and 2017, respectively. The Company’s proportionate share in their net assets at December 31, 2019 and 2018 was $104.1 million and $98.8 million, respectively. The Company’s equity method investments are not material to the Company’s results of operations or financial position; therefore, no summarized financial information for the Company’s unconsolidated subsidiaries has been presented. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Equity-Based Compensation | 11. Equity-Based Compensation The Limited Partnership Agreement allows profits interests in Topco to be granted to directors, officers, employees, and consultants of Topco and its subsidiaries. The performance-based profits interests (“ Common Series C Units Additionally, in 2014, Topco issued 30,000 time-vesting profits interests (“ Common Series D Units non-employees non-employees. Common Series C Units and Common Series C-2 During the years ended December 31, 2019, 2018, and 2017, 21,953 Common Series C Units, 10,830 Common Series C Units, and 37,641 Common Series C Units, respectively, were granted at no cost to employees of the Company. As the result of an amendment and restatement of the Limited Partnership Agreement, on March 15, 2018, 75% of all Common Series C Units awards are subject to vesting over four fiscal years from their respective issuance date. The remaining 25% of the units vest if and when Topco’s private equity sponsors as of the date of the 2014 Topco Acquisition realize a pre-tax non-qualifying C-2 non-qualifying A valuation including an option pricing method to allocation and Monte Carlo simulation was used to estimate the fair value of Common Series C Units and Common Series C-2 The following weighted average assumptions were used in determining the fair value of Common Series C Unit grants made during the years ended December 31, 2019, 2018, and 2017: Year Ended December 31, 2019 2018 2017 Grant date fair value $ 37.90 $ 167.40 $ 256.00 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 41.2 % 36.0 % 39.7 % Risk-free interest rate 2.5 % 2.3 % 1.6 % Lack of marketability discount 31.3 % 29.2 % 28.2 % Expected term (years) 1.0 1.0 2.0 The following weighted average assumptions were used in determining the fair value of Common Series C-2 Year Ended December 31, 2019 2018 Grant date fair value $ 284.00 $ 625.99 Dividend yield 0.0 % 0.0 % Yield Test Probability 39.0 % 97.1 % Cost of Equity Capital 11.1 % 12.3 % Expected term (years) 2.0 3.0 Topco has the option to repurchase Common Series C Units for cash or in exchange for contingent promissory notes issued by Topco, bearing a market rate of interest, which would be payable upon a specified event occurring. The following table summarizes the activity in the Common Series C Units during the periods presented: Year Ended December 31, 2019 2018 2017 Beginning of the period $ 156,975 $ 150,906 $ 126,673 Grants 21,953 10,830 37,641 Forfeitures (4,738 ) (4,416 ) (11,563 ) Repurchases — (345 ) (1,845 ) End of the period $ 174,190 $ 156,975 $ 150,906 The following table summarizes the activity in the Common Series C-2 Year Ended 2019 2018 Beginning of the period $ 33,525 $ — Grants 1,425 34,275 Forfeitures (1,550 ) (750 ) End of the period $ 33,400 $ 33,525 No compensation expense has been recorded in the years ended December 31, 2019, 2018, and 2017, in connection with the Common Series C Units or the Common Series C-2 C-2 Common Series D Units The Company measures the fair value of the Common Series D Units quarterly throughout the five-year vesting period and recognizes this cost ratably over the vesting period. There were no grants during the years ended December 31, 2019, 2018, and 2017. The OPM was used to estimate the Common Series D Units fair value of $300 as of the grant date. The expected share price volatility is based on the average of the historical volatility of comparable public companies. The risk-free rate is based on U.S. Treasury yields in effect at the time of grant over the expected term. The Company did not use a dividend yield as it has not historically paid distributions. The fair value of these units at the end of each measurement period were $184, $165, and $638 per unit as of December 31, 2019, 2018, and 2017. Since the Common Series D Units that were issued under the Limited Partnership Agreement were for interests in Topco, which is outside of the consolidated group, the value of the profits interests were marked to market at each of the Company’s reporting periods. The following assumptions were used in determining the fair value for the periods ended December 31, 2019, 2018, and 2017: Year Ended December 31, 2019 2018 2017 Grant date fair value $ 300.00 $ 300.00 $ 300.00 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 44.0 % 40.0 % 35.0 % Risk-free interest rate 1.6 % 2.6 % 1.9 % Lack of marketability discount 26.0 % 25.0 % 20.0 % Expected term (years) 1.0 1.0 2.0 On December 31, 2019, there were 30,000 Common Series D Units outstanding. During the years ended December 31, 2019, 2018 and 2017, the Company recorded an equity-based compensation expense of $1.3 million, a gain related to equity-based compensation of $8.2 million and an equity-based compensation expense of $5.6 million, respectively, included in “Selling, general, and administrative expenses” in the Consolidated Statements of Comprehensive (Loss) Income. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 12. Employee Benefit Plans The Company sponsors 401(k) plans for certain employees who meet specified age and length of service requirements. The 401(k) plans include a deferral feature under which employees may elect to defer a portion of their salary, subject to Internal Revenue Service limitations. The Company provides a matching contribution based on a percentage of participating employees’ salaries and contributions made. Total contributions to the plan for the years ended December 31, 2019, 2018, and 2017 were $13.9 million, $13.2 million, and $7.9 million, respectively. |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | 14. Restructuring Charges Restructuring charges include severance plans designed to integrate and reduce costs associated with business changes. In connection with the Daymon Acquisition, the Company commenced a restructuring program designed to achieve cost savings through transaction synergies. The Company recorded severance expenses of $2.3 million, $7.9 million, and $6.4 million included in “Selling, general, and administrative expenses” in the Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2019, 2018, and 2017, respectively. As of December 31, 2019, $2.6 million of the Company’s restructuring charges were included in “Other accrued expenses” in the Consolidated Balance Sheets. As of December 31, 2018, $6.0 million and $0.1 million of the Company’s restructuring charges were included in “Other accrued expenses” and “Other long-term liabilities” in the Consolidated Balance Sheets, respectively. The following table summarizes the Company’s restructuring activity: Severance Facilities and Other Total Restructuring (In thousands) Balance at December 31, 2017 $ 13,257 $ — $ 13,257 Charges 7,901 4,564 12,465 Payments/utilization (16,841 ) (1,862 ) (18,703 ) Foreign exchange translation effects (867 ) (48 ) (915 ) Balance at December 31, 2018 3,450 2,654 6,104 Charges 2,271 3,114 5,385 Payments/utilization (4,398 ) (4,476 ) (8,874 ) Balance at December 31, 2019 $ 1,323 $ 1,292 $ 2,615 |
Segments
Segments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
Segments | 9. Segments 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 (the 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) Sales Marketing Total Three Months Ended September 30, 2020 Revenues $ 542,062 $ 242,283 $ 784,345 Depreciation and amortization $ 41,978 $ 16,578 $ 58,556 Operating income $ 60,205 $ 28,366 $ 88,571 Three Months Ended September 30, 2019 Revenues $ 503,335 $ 478,347 $ 981,682 Depreciation and amortization $ 40,273 $ 17,599 $ 57,872 Operating income $ 48,077 $ 28,448 $ 76,525 (in thousands) Sales Marketing Total Nine Months Ended September 30, 2020 Revenues $ 1,510,099 $ 795,185 $ 2,305,284 Depreciation and amortization $ 127,319 $ 50,194 $ 177,513 Operating income (loss) $ 95,420 $ 24,592 $ 120,012 Nine Months Ended September 30, 2019 Revenues $ 1,434,868 $ 1,337,319 $ 2,772,187 Depreciation and amortization $ 120,760 $ 53,664 $ 174,424 Operating income $ 87,673 $ 51,963 $ 139,636 Revenues and long-lived assets by services provided in geographic region are as follows: Three Months Ended (in thousands) September 30, September 30, Revenues North America $ 696,258 $ 865,144 International 88,087 116,538 Total revenues $ 784,345 $ 981,682 Nine Months Ended (in thousands) September 30, September 30, Revenues North America $ 2,043,241 $ 2,439,164 International 262,043 333,023 Total revenues $ 2,305,284 $ 2,772,187 (in thousands) September 30, December 31, Long-Lived Assets North America $ 78,563 $ 107,940 International 6,506 6,750 Total long-lived assets $ 85,069 $ 114,690 The classification “North America” is primarily comprised of the Company’s U.S. and Canadian operations and the classification “International” primarily includes the Company’s operation in the U.K., Germany, the Netherlands and Japan. Revenues by location of services provided in the U.S. were $667.2 million and $811.7 million, during the three months ended September 30, 2020 and 2019, respectively. Revenues by location of services provided in the U.S. were $1.9 billion and $2.3 billion, during the nine months ended September 30, 2020 and 2019, respectively. | 16. Segments and Geographic Information 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 (the chief executive officer) in deciding how to allocate resources and in assessing performance. Through the Company’s sales segment, it serves as a strategic intermediary between consumer goods manufacturers and retailer partners. Through the Company’s marketing segment, it 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) Sales Marketing Total Year Ended December 31, 2019 Revenues $ 1,954,705 $ 1,830,358 $ 3,785,063 Depreciation and amortization $ 161,563 $ 71,010 $ 232,573 Operating income $ 127,961 $ 85,713 $ 213,674 Year Ended December 31, 2018 Revenues $ 1,857,004 $ 1,850,624 $ 3,707,628 Depreciation and amortization $ 157,098 $ 68,135 $ 225,233 Operating loss $ (1,072,702 ) $ (17,212 ) $ (1,089,914 ) Year Ended December 31, 2017 Revenues $ 1,588,444 $ 828,483 $ 2,416,927 Depreciation and amortization $ 139,634 $ 40,356 $ 179,990 Operating income $ 172,171 $ 36,631 $ 208,802 Revenues and long-lived assets by services provided in geographic region are as follows: December 31, (in thousands) 2019 2018 2017 Revenues North America $ 3,324,019 $ 3,257,937 $ 2,208,970 International 461,044 449,691 207,957 Total revenues $ 3,785,063 $ 3,707,628 $ 2,416,927 December 31, (in thousands) 2019 2018 Long-Lived Assets North America $ 107,940 $ 102,172 International 6,750 5,950 Total long-lived assets $ 114,690 $ 108,122 The classification “North America” is primarily comprised of the Company’s U.S. and Canadian operations and the classification “International” primarily includes the Company’s operation in U.K., Germany, Japan, and Netherlands. Revenues by location of services provided in the U.S. were $3.1 billion, $3.0 billion, and $2.1 billion during the years ended December 31, 2019, 2018, and 2017, respectively. As a result of the wide range of services the Company provides, it is impracticable to provide revenue information by service type. |
Events Subsequent to the Origin
Events Subsequent to the Original Issuance of the Consolidated Financial Statements | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Events Subsequent to the Original Issuance of the Consolidated Financial Statements | 19. Events Subsequent to the Original Issuance of the Consolidated Financial Statements As further discussed in Note 7, the Company’s First Lien Term Loan matures in July 2021. The Company’s available liquidity plus the expected additional cash generated by operations prior to that maturity date will not be sufficient to pay such debt obligations prior to or at the maturity date without additional financing. The Company intends to seek to refinance all of the $2.5 billion outstanding under the First Lien Term Loan prior to July 2021. While the Company is actively working on such refinancing prior to July 2021, there can be no assurances that the Company will have the ability to refinance the First Lien Term Loan prior to maturity in July 2021 on terms that are favorable or at all. |
Events Subsequent to the Orig_2
Events Subsequent to the Original Issuance of the Consolidated Financial Statements (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Events Subsequent to the Original Issuance of the Consolidated Financial Statements (Unaudited) | 20. Events Subsequent to the Original Issuance of the Consolidated Financial Statements (Unaudited) On April 24, 2020, the Company entered into an accounts receivable securitization facility under which accounts receivable of certain domestic subsidiaries are sold on a non-recourse On May 15, 2020, the Company received $7.7 million from its representation warranty and indemnity policy related to the Take 5 acquisition for claims related to the Take 5 Matter, the maximum aggregate recovery under the policy. On May 25, 2020, a subsidiary of the Company operating in Japan entered into two loan agreements and had aggregate principal amount of $2.8 million borrowings from a bank lender pursuant to a local government loan program. The loan bears an interest rate of 1.82% per annum with maturity date of May 27, 2029 and amounts under the loans will be repayable to the lender in monthly installments. On September 7, 2020, the Company entered into definitive agreement with Conyers Park II Acquisition Corp. (“ Conyers Park Merger |
Events Subsequent to the Orig_3
Events Subsequent to the Original Issuance of the Consolidated Financial Statements (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Events Subsequent to the Original Issuance of the Consolidated Financial Statements (Unaudited) | 21. Events Subsequent to the Original Issuance of the Consolidated Financial Statements (Unaudited) On September 7, 2020 the Company entered into an agreement and plan of merger (as amended, modified, supplemented or waived, the “Merger Agreement”), with Conyers Park II Acquisition Corp., now known as Advantage Solutions Inc. (“Conyers Park”), CP II Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Conyers Park (“Merger Sub”), and Karman Topco L.P., a Delaware limited partnership (“Topco”). In September 2020 and in connection with its entry into the Merger Agreement, Conyers Park entered into subscription agreements (collectively, the “Subscription Agreements”) pursuant to which certain investors, including the CP Sponsor and participating equityholders of Topco (the “Advantage Sponsors”), agreed to purchase Common Stock at a purchase price of $10.00 per share (the “PIPE Investment”). On October 27, 2020, Conyers Park held a special meeting of stockholders (the “Special Meeting”), at which the Conyers Park stockholders considered and adopted, among other matters, a proposal to approve the business combination, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements. Pursuant to the terms of the Merger Agreement, following the Special Meeting, on October 28, 2020 (the “Closing Date”), Merger Sub was merged with and into the Company with the Company being the surviving company in the merger (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). On the Closing Date, the PIPE Investment was consummated, and 85,540,000 shares of Common Stock were sold for aggregate gross proceeds of $855.4 million. Of the 85,540,000, the CP Sponsor and the Advantage Sponsors acquired 35,540,000 shares of Common Stock, and other purchasers acquired 50,000,000 shares of Common Stock. Holders of 32,114,818 shares of Conyers Park’s Class A common stock (“Common Stock”) sold in its initial public offering properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from Conyers Park’s initial public offering, calculated as of two business days prior to the consummation of the business combination, $10.06 per share, or $323.1 million in the aggregate (collectively, the “Redemptions”). As a result of the Merger, among other things, pursuant to the Merger Agreement, Conyers Park issued to Topco, as sole stockholder of Advantage prior to the Merger, an aggregate consideration equal to (a) 203,750,000 shares of Common Stock, and (b) 5,000,000 shares of Common Stock that will remain subject to forfeiture unless and until vesting upon the achievement of a market performance condition. After giving effect to the Transactions, the Redemptions, and the consummation of the PIPE Investment, there were currently 313,425,182 shares of Common Stock issued and outstanding as of the Closing Date. The Common Stock and outstanding warrants of Conyers Park (renamed “Advantage Solutions Inc.”) commenced trading on the Nasdaq Stock Market under the symbols “ADV” and “ADVWW”, respectively, on October 29, 2020. As noted above, an aggregate of $323.1 million was paid from the Conyers Park’s trust account to holders in connection with the Redemption, and the remaining balance immediately prior to the closing of the Transactions of approximately $131.2 million remained in the trust account. The remaining amount in the trust account, combined with funds the New Senior Secured Credit Facilities, was used to fund the Transactions, including the entry into. In connection with the Merger, the Company repaid and terminated the Credit Facilities, at a total cost of $86.0 million. This amount was repaid by the Company in a combination of (i) cash on hand, (ii) proceeds from the PIPE Investment, (iii) the entry by Advantage Sales & Marketing, Inc. (“ASM”), a wholly owned subsidiary of the Company, into (a) the New Revolving Credit Facility, which permits borrowing in an aggregate principal amount of up to $400.0 million, subject to borrowing base capacity, of which $100.0 million of principal amount was borrowed as of October 28, 2020, and (b) the New Credit Facility in an aggregate principal amount of $1.325 billion, and (iv) the issuance by FinCo of $775.0 million aggregate principal amount of Senior Secured Notes. The Merger will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Conyers Park will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the current stockholder of the Company, Topco, having a relative majority of the voting power of the combined entity, the operations of the Company prior to the Merger comprising the only ongoing operations of the combined entity, and senior management of the Company comprising the senior management of the combined entity. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the financial statements of the Company with the acquisition being treated as the equivalent of the Company issuing stock for the net assets of Conyers Park, accompanied by a recapitalization. The net assets of Conyers Park will be stated at historical cost, with no goodwill or other intangible assets recorded. Advantage Solutions Inc. is now referred to as ASI Intermediate Corp. In connection with the reissuance of the consolidated financial statements, the Company has evaluated subsequent events through December 4, 2020, the date the financial statements were available to be reissued. |
SCHEDULE I - CONDENSED PARENT O
SCHEDULE I - CONDENSED PARENT ONLY FINANCIAL INFORMATION OF ADVANTAGE SOLUTIONS INC. | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
SCHEDULE I - CONDENSED PARENT ONLY FINANCIAL INFORMATION OF ADVANTAGE SOLUTIONS INC. | SCHEDULE I ADVANTAGE SOLUTIONS INC. CONDENSED PARENT ONLY FINANCIAL INFORMATION OF ADVANTAGE SOLUTIONS INC. CONDENSED BALANCE SHEETS December 31, (in thousands) 2019 2018 ASSETS Investment in subsidiaries $ 1,577,799 $ 1,592,464 Total assets $ 1,577,799 $ 1,592,464 LIABILITIES AND STOCKHOLDER’S EQUITY Equity attributable to stockholder of Advantage Solutions Inc. Common stock authorized, 1,000 shares of $0.01 par value; issued and outstanding 125 shares as of December 31, 2019 and 2018 — — Additional paid-in 2,337,491 2,336,287 Accumulated deficit (745,295 ) (724,123 ) Loans to Karman Topco L.P. (6,244 ) (6,050 ) Accumulated other comprehensive loss (8,153 ) (13,650 ) Total equity attributable to stockholder of Advantage Solutions Inc. 1,577,799 1,592,464 Equity attributable to noncontrolling interest — — Total stockholder’s equity 1,577,799 1,592,464 Total liabilities and stockholder’s equity 1,577,799 1,592,464 See notes to condensed financial statements SCHEDULE I ADVANTAGE SOLUTIONS INC. CONDENSED PARENT ONLY FINANCIAL INFORMATION OF ADVANTAGE SOLUTIONS INC. CONDENSED STATEMENTS OF OPERATIONS Year Ended December 31, (in thousands) 2019 2018 2017 Revenues $ — $ — $ — Cost of revenues — — — Selling, general, and administrative expenses — — — Depreciation and amortization — — — Total expenses — — — Operating income — — — Interest expense, net — — — Income before income taxes and equity in net income of subsidiaries — — — Provision for income taxes — — — Net income before equity in net income of subsidiaries — — — Less: net income attributable to noncontrolling interests — — — Equity in net (loss) income of subsidiaries (21,172 ) (1,157,332 ) 386,405 Other comprehensive income (loss), net tax equity in comprehensive income (loss) of Subsidiaries 5,497 (8,961 ) 7,793 Total comprehensive (loss) income $ (15,675 ) $ (1,166,293 ) $ 394,198 See notes to condensed financial statements ADVANTAGE SOLUTIONS INC. CONDENSED PARENT ONLY FINANCIAL INFORMATION OF ADVANTAGE SOLUTIONS INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS 1. Basis of Presentation In the parent company only financial statements, Advantage Solutions Inc.’s (“Parent”) investment in subsidiaries is stated at cost plus equity in undistributed earnings of the subsidiaries during the years ended December 31, 2019 and 2018. The accompanying condensed parent company financial statements have been prepared in accordance with Rule 12-04, S-X. 2. Credit Agreement Restrictions Pursuant to the terms of the First Lien Credit Agreement and Second Lien Credit Agreement discussed in Note 7, Debt 12-04, Regulation S-X. The First Lien Credit Agreement includes restrictions on the ability of Karman Intermediate Corp. (“Holdings”) to conduct activities other than as a passive holding company, and on the ability of Advantage Sales & Marketing Inc. (the “Borrower”) and its restricted subsidiaries to, among other things, incur liens and indebtedness, make investments, acquisitions and dispositions, make dividends, distributions or payments in respect of junior debt, merge or make other fundamental changes or enter into transactions with affiliates, in each case subject to certain financial limits and other exceptions. These covenants are subject to a number of exceptions, including an exception that permits unlimited distributions if the Borrower’s senior secured net leverage ratio is equal to or less than 6.00:1.00. As of December 31, 2019, and 2018, the Borrower did not meet such leverage ratio. The Second Lien Credit Agreement contains restrictive covenants that are substantially the same as those in the First Lien Credit Agreement, with exceptions that are generally the same as, but more lenient than, those in the First Lien Credit Agreement. As a result of these restrictions, the Parent’s subsidiaries held approximately $1,499.8 million and $1,519.3 million of restricted net assets as of December 31, 2019 and 2018, respectively. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 2. 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, and in-store media solutions, e-commerce services, Marketing segment revenues are primarily recognized in the form of fee-for-service (including executing in-person consumer 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 Nine Months Ended September 30, September 30, September 30, September 30, (in thousands) Sales brand-centric services $ 321,770 $ 307,055 $ 918,176 $ 886,009 Sales retail-centric services 220,292 196,280 591,923 548,859 Total sales revenues 542,062 503,335 1,510,099 1,434,868 Marketing brand-centric services 111,077 119,209 289,796 330,145 Marketing retail-centric services 131,206 359,138 505,389 1,007,174 Total marketing revenues 242,283 478,347 795,185 1,337,319 Total revenues $ 784,345 $ 981,682 $ 2,305,284 $ 2,772,187 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 allowances in the Condensed Consolidated Balance Sheet. 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 and the nine months ended September 30, 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 and the nine months ended September 30, 2020 that were included in Deferred revenues as of December 31, 2019 were $3.8 million and $31.0 million, respectively. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 8 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | |
Basis of Presentation | 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. GAAP | Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its controlled subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“ U.S. GAAP | |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from such estimates. The most significant estimates include revenues and related reserves, workers’ compensation and employee medical claim reserves, amortization periods for tangible and intangible assets, fair value of contingent consideration, derivative instruments and fair value considerations in applying purchase accounting and assessing goodwill and other asset impairments. | ||
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of accounts receivable and cash balances at various financial institutions. The Company maintains cash balances in accounts at various financial institutions. At times such cash balances may exceed federally insured limits. The Company has not experienced any losses in such accounts. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and highly liquid investments having an original maturity of three months or less. The Company’s investments consist primarily of institutional money market funds and U.S. Treasury securities. The Company’s investments are carried at cost, which approximates fair value. The Company has restricted cash related to funds received from clients that will be disbursed at the direction of those clients. Corresponding liabilities have been recorded in “Other accrued expenses” in the Consolidated Balance Sheets. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Company’s Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Company’s Consolidated Statements of Cash Flows: December 31, 2019 2018 2017 (in thousands) Cash and cash equivalents $ 184,224 $ 141,590 $ 186,706 Restricted cash 14,801 2,929 1,916 Total cash, cash equivalents and restricted cash $ 199,025 $ 144,519 $ 188,622 | ||
Fair Value Measurements | Fair Value Measurements The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. The valuation techniques used to measure the fair value of all other financial instruments, all of which have counterparties with high credit ratings, were valued based on quoted market prices or model driven valuations using significant inputs derived from or corroborated by observable market data. | ||
Net Income Per Share | Earnings Per Share Basic net income per share attributable to common stockholder is calculated by dividing net income available to common stockholder by the weighted average number of shares of common stock outstanding for the period. Diluted net income per share attributable to common stockholder is calculated by dividing net income available to common stockholder by the diluted weighted average number of shares of common stock outstanding for the period. There were no potentially dilutive securities outstanding during the years ended December 31, 2019, 2018, and 2017. | ||
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The income tax provision (benefit) is computed on the pre-tax Realization of the Company’s deferred tax assets is principally dependent upon its achievement of future taxable income, the estimation of which requires significant management judgment. These judgments regarding future profitability may change due to many factors, including future market conditions and the Company’s ability to successfully execute its business plans. These changes, if any, may require adjustments to deferred tax asset balances and deferred income tax expense. | ||
Recent Accounting Pronouncements | Recent Accounting Standards Recent Accounting Standards Adopted by the Company In August 2018, the Financial Accounting Standards Board (FASB) issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. 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 In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes ASU 2019-12 Income Taxes ASU 2019-12 is 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. | Recent Accounting Pronouncements The Financial Accounting Standards Board (“ FASB ASC ASU Recent Accounting Standards Adopted by the Company In February 2016, the FASB issued amended authoritative guidance on accounting for leases, ASU 2016-02. right-of-use 2016-02 2016-02. The net impact of the adoption to the line items in the Consolidated Balance Sheet was as follows: (in thousands) December 31, 2018 ASU 2016-02 January 1, 2019 (As Previously (As Adjusted) Assets Other assets $ 25,577 $ 98,839 $ 124,416 Liabilities Other accrued expenses $ 127,024 $ 33,473 $ 160,497 Other long-term liabilities $ 103,860 $ 65,366 $ 169,226 The adoption of this updated guidance did not have a material impact on the Company’s Consolidated Statements of Comprehensive Loss or Statements of Cash Flows. See Note 8, Leases 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 In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes ASU 2019-12 Income Taxes 2019-12 In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. 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. | |
Take 5 Matter | Take 5 Matter On April 1, 2018, the Company acquired certain assets and assumed liabilities of Take 5 Media Group (“ Take 5 In May 2020, the Company received $7.7 million from its representation warranty and indemnity policy related to the Take 5 acquisition for claims related to the Take 5 Matter, the maximum aggregate recovery under the policy. | Take 5 Matter On April 1, 2018, the Company acquired certain assets and assumed liabilities of Take 5 Media Group (“ Take 5 Take 5 Matter | |
Foreign Currency | Foreign Currency The Company’s reporting currency is U.S. dollars as that is the currency of the primary economic environment in which the Company operates. The Company translates the assets and liabilities of its non-U.S. | ||
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable consist of amounts due from clients for services provided in normal business activities and are recorded at invoiced amounts. The Company maintains allowances for doubtful accounts against certain billed receivables based upon the latest information regarding whether invoices are ultimately collectible. Assessing the collectability of client receivables requires management judgment. The Company determines its allowance for doubtful accounts by specifically analyzing individual accounts receivable, historical bad debts, client credit-worthiness, current economic conditions, and accounts receivable aging trends. Valuation reserves are periodically re-evaluated | ||
Derivatives | Derivatives The Company uses derivative financial instruments to hedge interest rate and foreign exchange risk. Derivative instruments, used to hedge interest rates, consist of interest rate swaps and interest rate caps. Interest rate swap contracts involve the exchange of floating rate interest payment obligations for fixed interest rate payments without the exchange of the underlying principal amounts. Interest rate cap contracts limit the floating interest rate exposure to the indicative rate in the agreement. Derivatives are initially recognized at fair value on the date a contract is entered into and are subsequently re-measured | ||
Property and Equipment | Property and Equipment Property and equipment are stated at cost, and the balances are presented net of accumulated depreciation. Depreciation expense is calculated using the straight-line method over the estimated useful lives of the assets. The following table provides the range of estimated useful lives used for each asset type: Leasehold improvements 3 — 10 years Furniture and fixtures 3 — 7 years Computer hardware and other equipment 3 — 5 years Software 3 — 5 years The Company capitalizes certain direct costs associated with the development and purchase of internal-use Leasehold improvements are amortized on a straight-line basis over the shorter of their respective lease terms or their respective estimated useful lives. The cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the Consolidated Balance Sheets and the resulting gain or loss is reflected in the “Cost of revenues” and “Selling, general, administrative expenses” within the Consolidated Statements of Comprehensive (Loss) Income, depending on the nature of the assets. Expenditures for maintenance and repairs are expensed as incurred, whereas expenditures for improvements and replacements are capitalized. | ||
Equity Method Investments | Equity Method Investments Investments in companies in which the Company exercises significant influence over the operating and financial policies of the investee and are not required to be consolidated are accounted for using the equity method. The Company’s proportionate share of the net income or loss of equity method investments is included in results of operations and any dividends received reduce the carrying value of the investment. The excess of the cost of the Company’s investment over its proportionate share of the fair value of the net assets of the investee at the acquisition date is recognized as goodwill and included in the carrying amount of the investment. Goodwill in the equity method investments is not amortized. Gains and losses from changes in the Company’s ownership interests are recorded in results of operations until control is achieved. In instances in which a change in the Company’s ownership interest results in obtaining control, the existing carrying value of the investment is remeasured to the acquisition date fair value and any gain or loss is recognized in the Consolidated Statements of Comprehensive (Loss) Income. | ||
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method. Under this method, the purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill. Factors giving rise to goodwill generally include assembled workforce, geographic presence, expertise, and synergies that are anticipated as a result of the business combination, including enhanced product and service offerings. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows, quoted market prices and estimates made by management. The Company adjusts the preliminary purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date as the Company obtains more information as to facts and circumstances existing at the acquisition date impacting asset valuations and liabilities assumed. Goodwill acquired in business combinations is assigned to the reporting unit expected to benefit from the combination as of the acquisition date. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. | ||
Goodwill and Indefinite Lived Intangible Assets | Goodwill and Indefinite Lived Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the net identifiable tangible and intangible assets acquired in an acquisition. The Company tests for impairment of goodwill at the reporting unit level. The Company generally combines reporting units, which are a component of an operating segment when they have similar economic characteristics, nature of services, types of client, distribution methods and regulatory environment. The Company has two reporting units, sales and marketing, which are also the Company’s operating segments. The Company tests its goodwill for impairment during the fourth quarter of a given fiscal year and whenever events or changes in circumstances indicate that the carrying value of a reporting unit may exceed its fair value. The Company has the option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value before performing a quantitative impairment test. If it concludes it is not more likely than not that the fair value of a reporting unit, as determined applying the quantitative impairment test described below, is less than the carrying amount, then there is no need to perform the quantitative impairment test. If the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying value over the fair value is recognized as an impairment loss; however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit. The Company’s annual goodwill impairment assessment for the year ended December 31, 2019 was performed as of October 1, 2019. The Company utilizes a combination of income and market approaches to estimate the fair value of its reporting units. The income approach utilizes estimates of discounted cash flows of the reporting units, which requires assumptions for, among other things, the reporting units’ expected long-term revenue trends, as well as estimates of profitability, changes in working capital and long-term discount rates, all of which require significant judgment. The income approach also requires the use of appropriate discount rates that take into account the current risks in the capital markets. These assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy (described in “Fair Value Measurements,” below). The market approach applies comparative market multiples derived from the historical earnings data of selected guideline publicly-traded companies to the Company’s reporting units’ businesses to yield a second assumed value of each reporting unit. The guideline companies are first screened by industry group and then further narrowed based on the reporting units’ business descriptions, markets served, competitors, profitability, and revenue size. The Company based its fair value estimates on assumptions it believes to be reasonable but which are unpredictable and inherently uncertain. A change in these underlying assumptions would cause a change in the results of the tests and, as such, could cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future. Additionally, if actual results are not consistent with the estimates and assumptions or if there are significant changes to the Company’s planned strategy, it may cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future. The Company compares a weighted average of the output from the income and market approaches to the carrying value of each reporting unit. The Company also compares the aggregate estimated fair value of its reporting units to the estimated value of its total invested capital on a marketable basis. Based on the results of the Company’s quantitative impairment test performed for its reporting units, the Company determined that its goodwill is not impaired for the year ended December 31, 2019. The fair value of the sales reporting unit exceeded its carrying value by 3.5%. The fair value of the marketing reporting unit significantly exceeded its carrying value, which the Company defines as greater than 20%. During the year ended December 31, 2018, based on the results of the Company’s quantitative impairment test performed for the sales reporting unit, the Company recognized a $652.0 million non-cash in-store non-cash Based on the results of the quantitative impairment test performed for the marketing reporting unit for 2018, the Company determined that the Company’s goodwill was not impaired for the marketing reporting unit for the year ended December 31, 2018. The fair value of the marketing reporting unit significantly exceeded its carrying value. Based on the results of the Company’s quantitative impairment test performed for its reporting units in 2017, the Company determined that its goodwill was not impaired for the year ended December 31, 2017. Accordingly, no impairment related to the Company’s goodwill was recorded for the year ended December 31, 2017. The Company’s indefinite-lived intangible assets are its sales and marketing trade names. Intangible assets with indefinite useful lives are not amortized but tested annually, during the fourth quarter, for impairment or more often if events occur or circumstances change that would create a triggering event. The Company has the option to perform a qualitative assessment of whether it is more likely than not that the indefinite-lived intangible asset’s fair value is less than its carrying value before performing a quantitative impairment test. The Company tests its indefinite-lived intangible assets for impairment using a relief from royalty method by comparing the estimated fair values of the indefinite-lived intangible assets with the carrying values. The estimates used in the determination of fair value are subjective in nature and involve the use of significant assumptions. These estimates and assumptions include revenue growth rates, weighted average cost of capital and royalty rates. The assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. The Company based its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from the estimates. The Company’s annual impairment assessment of its indefinite-lived intangible assets was performed as of October 1, 2019, whereby the Company concluded that its indefinite-lived intangible assets were not impaired for the year ended December 31, 2019. During the year ended December 31, 2018, the Company concluded the carrying value of the indefinite-lived trade name in the sales reporting unit exceeded its estimated fair value. While there was no single determinative event or factor, the factors that led to the impairment were the same circumstances outlined in the goodwill impairment discussion above. As a result, the Company recognized a non-cash Based on the results of the Company’s assessment of its indefinite-lived intangible assets in 2017, the Company concluded that its indefinite-lived intangible assets were not impaired for the year ended December 31, 2017. Accordingly, no impairment related to the Company’s intangible assets was recorded for the year ended December 31, 2017. | ||
Long-Lived Assets | Long-Lived Assets Long-lived assets to be held and used, including finite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. These events or changes in circumstances may include a significant deterioration of operating results, changes in business plans, or changes in anticipated future cash flows. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured as the amount by which the carrying amount exceeds the fair value of the assets. Fair value is generally determined by estimates of discounted cash flows. The discount rate used in any estimate of discounted cash flows would be the rate required for a similar investment of like risk. No impairment related to the Company’s long-lived assets was recorded during the years ended December 31, 2019, 2018, and 2017. As the Company assesses impairment of long-lived assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, the Company has determined that the asset group for impairment testing is comprised of the assets and liabilities of each component within the Company’s operating segments. The Company has identified client relationships as the primary asset because it is the principal asset from which the components derive their cash flow generating capacity and has the longest remaining useful life. | ||
Contingent Consideration | Contingent Consideration Certain of the Company’s acquisition and sale agreements include contingent consideration arrangements, which are generally based on the achievement of future financial performance. If it is determined the contingent consideration arrangements are not compensatory, the fair values of these contingent consideration arrangements are included as part of the purchase price of the acquisitions or divestitures on their respective transaction dates. For each transaction, the Company estimates the fair value of contingent consideration payments as part of the initial purchase price and records the estimated fair value of contingent consideration related to proceeds from divestitures as an asset in “Other Assets” or related to purchases of businesses as a liability in “Other accrued expenses” or “Other long-term liabilities” in the Consolidated Balance Sheets. The Company reviews and assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Changes in the estimated fair value of contingent consideration liabilities related to the time component of the present value calculation are reported in “Interest expense” in the Consolidated Statements of Comprehensive (Loss) Income. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in “Selling, general, and administrative expenses” in the Consolidated Statements of Comprehensive (Loss) Income. The portion of the cash settlement up to the acquisition date fair value of the contingent consideration are classified as “Contingent consideration payments” in cash flows from financing activities, and amounts paid in excess of the acquisition date fair value are classified as “Other accrued expenses and other liabilities” in cash flows from operating activities in the Consolidated Statements of Cash Flows. | ||
Leases | Leases In the first quarter of 2019, the Company adopted ASC 842, Leases The Company has obligations under various real estate leases, equipment leases, and software license agreements. The Company assesses whether these arrangements are or contain leases at lease inception. Classification of the leases between financing and operating leases is determined by assessing whether the lease transfers ownership of the asset to the Company, the lease grants an option for the Company to purchase the underlying asset, the lease term is for the majority of the remaining asset’s economic life, or if the minimum lease payments equals or substantially exceed all of the leased asset’s fair market value. As of December 31, 2019, the Company did not have any finance leases. See Note 8, Leases | ||
Self-Insurance Liability | Self-Insurance Liability The Company maintains a high deductible program for workers’ compensation claims. Losses and liabilities relating to workers’ compensation claims are fully insured beyond the Company’s deductible limits. The Company’s estimated liabilities are not discounted and are based on information provided by third party administrators, combined with management’s judgment regarding a number of assumptions and factors, including the frequency and severity of claims, claims development history, case jurisdiction, applicable legislation and claims settlement practices. | ||
Revenue Recognition | 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 the 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 include 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 a 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, in-store e-commerce Marketing segment revenues are primarily recognized in the form of fee-for-service in-person events The Company disaggregates revenues from contracts with clients by reportable segment. Revenues within each segment is further disaggregated between brand-centric services and retail-centric services. Brand-centric services are centered on providing solutions to support consumer goods manufacturers’ sales and marketing strategies. Retail-centric services are centered on providing solutions to retailers. Disaggregated revenues were as follows: Year Ended December 31, (in thousands) 2019 2018 2017 Sales brand-centric services $ 1,209,480 $ 1,177,989 $ 1,376,368 Sales retailer-centric services 745,225 679,015 212,076 Total sales revenues 1,954,705 1,857,004 1,588,444 Marketing brand-centric services 474,928 424,373 364,036 Marketing retailer-centric services 1,355,430 1,426,251 464,447 Total marketing revenues 1,830,358 1,850,624 828,483 Total revenues $ 3,785,063 $ 3,707,628 $ 2,416,927 The Company is party to certain client contracts that include variable consideration, whereby the ultimate consideration is contingent on future events such as the client’s sales to retailers, hours worked, event count, costs incurred, and performance incentive bonuses. For commission based service contracts, the consideration received from the client is variable because the Company earns an agreed upon percentage of the client’s sales to retailers, which is agreed upon on a manufacturer-by-manufacturer e-commerce, manufacturer-by-manufacturer For service contracts whereby the client is charged a fee per hour incurred or fee per event completed, revenues are recognized over time as actual hours are incurred or as events are completed, respectively. For service contracts with a cost-plus arrangement, revenues are recognized on a gross basis over time for a given period based on the actual costs incurred plus a fixed mark-up client-by-client 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 estimated and are recognized as revenues as the related services are performed for the client. The variability of the consideration for the services transferred during a reporting period is typically resolved by the end of the reporting period. However, for certain client contracts, the Company is required to estimate the variable consideration for the services that have been transferred to the client during the reporting period. The Company typically estimates the variable consideration based on the expected value method. Estimates are based on historical experience and current facts known during the reporting period. The Company only recognizes revenues related to variable consideration if it is probable that a significant reversal of revenues recognized will not occur when the uncertainty associated with the variable consideration is resolved. When such probable threshold is not satisfied, the Company will constrain some or all of the variable consideration and the constrained variable consideration will not be recognized as revenues. The Company records an adjustment to revenue for differences between estimated revenues and the amounts ultimately invoiced to the client. Adjustments to revenue during the current period related to services transferred during prior periods were not material during the year ended December 31, 2019. The Company has contracts that include fixed consideration such as a fee per project or a fixed monthly fee. For contracts with a fee per project, revenues are recognized over time using an input method such as hours worked that reasonably depicts the Company’s performance in transferring control of the services to the client. The Company determined that the input method represents a reasonable method to measure the satisfaction of the performance obligation to the client. For contracts with a fixed monthly fee, revenues are recognized using a time-based measure resulting in a straight-line revenue recognition. A time-based measure was determined to represent a reasonable method to measure the satisfaction of the performance obligation to the client because the Company has a stand ready obligation to make itself available to provide services upon the client’s request or the client receives the benefit from the Company’s services evenly over the contract period. 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. 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. For the purpose of disclosing the transaction price allocated to remaining unsatisfied performance obligations or partially satisfied performance obligations, the Company elected policies to: (1) exclude contracts with a contract term of one year or less and (2) exclude contracts with variable consideration that is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation when that performance obligation qualifies as a series of remaining performance obligations. After applying these policy elections, the Company determined that it does not have a significant amount of fixed considerations 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 accordingly, the Company has a present and unconditional right to payment and records the receivable from clients in “Accounts receivable” in the Consolidated Balance Sheet. The Company’s general payment terms are short-term in duration and the Company does not adjust the promised amount of consideration for the effects of a significant financing component. 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 Consolidated Balance Sheet. Deferred revenues are recognized as revenues when the related services are performed for the client. Revenues recognized during the year ended December 31, 2019 included $32.1 million of Deferred revenues as of December 31, 2018. | ||
Uncertain Tax Positions | Uncertain Tax Positions The Company accounts for uncertain tax positions when it is more likely than not that the tax position will not be sustained on examination by the taxing authorities, based on the technical merits of the position. As of December 31, 2019 and 2018, the Company’s unrecognized tax benefits were $0.6 million and $0.6 million, respectively. All the unrecognized tax benefits as of December 31, 2019 would be included in the effective tax rate if recognized in future periods. The Company is unaware of any positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase within the next twelve months. The Company files tax returns in the United States, various states and foreign jurisdictions. With few exceptions, as of December 31, 2019, the Company is no longer subject to federal, state, or non-U.S. The Company has elected to classify interest and penalties as components of tax expense. These amounts were immaterial at December 31, 2019, 2018 and 2017. | ||
Equity-based Compensation | Equity-based Compensation Topco has a long-term equity incentive plan that allows for the grant of equity-based profit interests in Topco to certain directors and employees in exchange for services provided to the Company. The Company receives the benefit associated with such services, and, accordingly, the related expense is recorded within the Consolidated Statements of Comprehensive (Loss) Income. These profit interests are subject to certain vesting requirements including time and performance requirements. These awards are subject to forfeiture unless the following performance conditions are met: (i) 75% of the awards will vest when Topco’s private equity sponsors as of the date of the 2014 Topco Acquisition (the “ Common Series A Limited Partners a pre-tax internal On March 15, 2018, the limited partnership agreement of Topco (as amended, the “ Limited Partnership Agreement pre-tax C-2 C-2 The Company measures the cost of non-employee OPM Series C-2 | ||
Other Comprehensive (Loss) Income | Other Comprehensive (Loss) Income The Company’s comprehensive (loss) income includes net (loss) income as well as foreign currency translation adjustments, net of tax. Unrealized foreign currency exchange gains and losses on certain intercompany transactions that are of a long-term investment nature (i.e., settlement is not planned or anticipated in the foreseeable future) are also recorded in accumulated other comprehensive loss in stockholder’s equity. | ||
Variable Interest Entities and Investments | Variable Interest Entities and Investments In accordance with the guidance for the consolidation of a variable interest entity (“ VIE | ||
Refinancing | Refinancing As of September 30, 2020, the Company had an aggregate of $3.3 billion of debt outstanding under the Company’s existing first lien credit agreement (the “First Lien Credit Agreement”), its existing second lien credit agreement (“the Second Lien Credit Agreement”) and its existing accounts receivable securitization facility (the “AR Facility” and, collectively with the First Lien Credit Agreement and the Second Lien Credit Agreement, the “Credit Facilities”). Approximately $2.5 billion of debt outstanding under the Credit Facilities was scheduled to mature in July 2021. As further discussed in Note 11, Subsequent Events In accordance with Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) | ||
Predecessor Company | |||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. | ||
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. 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 financial statements and the reported amounts of expenses during the reporting period. 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 confirming events. Accordingly, the actual results could differ from those estimates. | Use of Estimates The 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 events. Accordingly, the actual results could differ from those estimates. | |
Emerging Growth Company | Emerging Growth Company The 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. Further, 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 This 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. | ||
Concentration of Credit Risk | Concentration of Credit Risk Financial 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. At December 31, 2019, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial 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. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $951,060 in cash and cash equivalents as of December 31, 2019. | Cash and Cash Equivalents The 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. | |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account The 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. Trading securities are presented on the balance sheet 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 statement of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. | Marketable Securities Held in Trust Account The 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. Trading 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. | |
Fair Value Measurements | Fair Value of Financial Instruments Fair 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. The 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). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 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; and • Level 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. In 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. As of December 31, 2019, the carrying values of cash, accounts payable, accrued expenses approximate their fair values due to the short-term nature of the instruments. 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. | Fair Value of Financial Instruments Fair 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. The 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). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 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; and • Level 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. In 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. The carrying values of cash, accounts payable, accrued expenses approximate their fair values due to the short-term nature of the instruments. 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. | |
Deferred Offering Costs Associated with the Initial Public Offering | Deferred Offering Costs Associated with the Initial Public Offering Deferred 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. | Offering Costs Associated with the Initial Public Offering 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. | |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption Shares of Class 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 Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. 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. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A common stock shall be affected by charges against additional paid-in paid-in | Class A Common Stock Subject to Possible Redemption Shares of Class 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 Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. 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. 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 the Company’s condensed balance sheets, respectively. | |
Net Income Per Share | Net Income Per Share Net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the periods. 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. The Company’s statement of operations includes 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 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 approximately $3.6 million, net of applicable taxes of $830,672 and $279,580 of working capital expenses (up to $1,000,000) available to be withdrawn from the Trust Account, resulting in a total of $2,469,141 for the year ended December 31, 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 of $2,469,141, less income attributable to Class A common stock by the weighted average number of shares of Class B common stock of $2,469,141 outstanding for the period. The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class | Net Income Per Share Net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the periods. 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. The 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 | |
Income Taxes | Income Taxes The 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. Deferred tax assets were deemed immaterial as of December 31, 2019. FASB 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 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 December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | Income Taxes The 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. FASB 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, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The 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 start-up | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The 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 financial statements. | Recent Accounting Pronouncements The 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. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 8 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Changes in Carrying Value of Estimated Contingent Consideration | The following table summarizes the changes in the carrying value of estimated contingent consideration related to South Africa divestiture: Year Ended December 31, (in thousands) 2019 Beginning of the period $ 4,986 Changes in fair value 1,134 End of the period $ 6,120 | ||
Summary of Financial Liabilities Measured on Recurring Basis | 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 Fair Value (Level 2) Balance at September 30, 2020 First lien term loans $ 2,448,123 $ 2,371,938 Second lien term loans 760,000 721,088 Account receivable securitization facility 120,000 120,000 Notes payable and deferred obligations 3,360 3,360 Total long-term debt $ 3,331,483 $ 3,216,386 (in thousands) Carrying Value Fair Value (Level 2) Balance at December 31, 2019 First lien term loans $ 2,467,529 $ 2,413,663 Second lien term loans 760,000 733,526 Notes payable and deferred obligations 2,053 1,872 Total long-term debt $ 3,229,582 $ 3,149,061 | 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 Fair Value (Level 2) Balance at December 31, 2019 First lien term loan $ 2,467,529 $ 2,413,663 Second lien term loan 760,000 733,526 Notes payable and deferred obligations 2,053 1,872 Total long-term debt $ 3,229,582 $ 3,149,061 (in thousands) Carrying Value Fair Value (Level 2) Balance at December 31, 2018 First lien term loan $ 2,493,404 $ 2,405,635 Second lien term loan 760,000 737,108 Notes payable and deferred obligations 1,139 1,246 Total long-term debt $ 3,254,543 $ 3,143,989 | |
Summary of Changes in Carrying Value of Estimated Contingent Consideration | As of September 30, 2020, the maximum potential payment outcomes were $302.4 million. The following table summarizes the changes in the carrying value of estimated contingent consideration liabilities: Nine Months Ended September 30, (in thousands) 2020 2019 Beginning of the period $ 47,649 $ 85,977 Fair value of acquisitions 17,210 — Payments (14,074 ) (46,485 ) Note issuance for settlements (6,194 ) — Changes in fair value 4,162 7,779 Foreign exchange translation effects (600 ) (1,188 ) End of the period $ 48,153 $ 46,083 | ||
Fair Value, Recurring [Member] | |||
Schedule of fair value assets measured on a recurring basis | 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. September 30, 2020 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Cash and cash equivalents $ 486,396 $ 486,396 $ — $ — Contingent consideration related to South Africa divestiture 6,120 — — 6,120 Total assets measured at fair value $ 492,516 $ 486,396 $ — $ 6,120 Liabilities measured at fair value Derivative financial instruments $ 2,245 $ — $ 2,245 $ — Account receivable securitization facility 120,000 — 120,000 — Contingent consideration 48,153 — — 48,153 Total liabilities measured at fair value $ 170,398 $ — $ 122,245 $ 48,153 December 31, 2019 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Cash and cash equivalents $ 184,224 $ 184,224 $ — $ — Contingent consideration related to South Africa divestiture 6,120 — — 6,120 Total assets measured at fair value $ 190,344 $ 184,224 $ — $ 6,120 Liabilities measured at fair value Derivative financial instruments $ 3,277 $ — $ 3,277 $ — Contingent consideration 47,649 — — 47,649 Total liabilities measured at fair value $ 50,926 $ — $ 3,277 $ 47,649 | 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. December 31, 2019 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Cash and cash equivalents $ 184,224 $ 184,224 $ — $ — Contingent consideration related to South Africa divestiture 6,120 — — 6,120 Total assets measured at fair value $ 190,344 $ 184,224 $ — $ 6,120 Liabilities measured at fair value Derivative financial instruments $ 3,277 $ — $ 3,277 $ — Contingent consideration 47,649 — — 47,649 Total liabilities measured at fair value $ 50,926 $ — $ 3,277 $ 47,649 December 31, 2018 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Cash and cash equivalents $ 141,590 $ 141,590 $ — $ — Contingent consideration related to South Africa divestiture 4,986 — — 4,986 Total assets measured at fair value $ 146,576 $ 141,590 $ — $ 4,986 Liabilities measured at fair value Derivative financial instruments $ 4,160 $ — $ 4,160 $ — Contingent consideration 85,977 — — 85,977 Total liabilities measured at fair value $ 90,137 $ — $ 4,160 $ 85,977 | |
Predecessor Company | Fair Value, Recurring [Member] | |||
Schedule of fair value assets measured on a recurring basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Marketable securities held in Trust Account $ 452,816,525 $ — $ — Total $ 452,816,525 $ — $ — | The 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 Significant September 30, 2020 Marketable securities held in Trust Account $ 453,742,245 $ — $ — Total $ 453,742,245 $ — $ — Quoted Prices in Active Significant Observable Significant Unobservable December 31, 2019 Marketable securities held in Trust Account $ 452,816,525 $ — $ — Total $ 452,816,525 $ — $ — |
Income Tax (Tables)
Income Tax (Tables) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2019 | |
Schedule of (benefit from) provision for income tax | The (benefit from) provision for income taxes is as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Current tax expense Federal $ 45,874 $ 21,399 $ 52,748 State 11,311 11,742 9,656 Foreign 12,231 12,140 5,888 Total current tax expense 69,416 45,281 68,292 Deferred tax (benefit) expense Federal (53,314 ) (164,208 ) (421,919 ) State (11,055 ) (48,653 ) (9,800 ) Foreign (3,694 ) (754 ) 4,621 Total deferred tax benefit (68,063 ) (213,615 ) (427,098 ) Total provision for (benefit from) income taxes $ 1,353 $ (168,334 ) $ (358,806 ) | |
Schedule of net deferred tax assets | Net deferred tax liabilities consist of the following: December 31, (in thousands) 2019 2018 Deferred tax assets Accrued liabilities $ 70,420 $ 65,024 Interest expense 49,586 21,805 Transaction expenses 5,325 4,585 Net operating losses 7,671 7,015 Deferred rent 6,354 2,863 Acquired intangibles, including goodwill 2,292 2,309 Insurance reserves 2,403 1,356 Depreciation 93 650 Other 2,305 4,875 Total deferred tax assets 146,449 110,482 Deferred tax liabilities Acquired intangibles including goodwill 636,245 661,991 Restructuring expenses 6,857 8,561 Unrealized transactions 990 3,218 Other 2,922 3,055 Total deferred tax liabilities 647,014 676,825 Less: deferred income tax asset valuation allowances (5,570 ) (5,026 ) Net deferred tax liabilities $ 506,135 $ 571,369 December 31, (in thousands) 2019 2018 Reported as: Noncurrent deferred tax asset $ 227 $ 59 Noncurrent deferred tax liability 506,362 571,428 Net deferred tax liabilities $ 506,135 $ 571,369 | |
Schedule of effective tax rate | A reconciliation of the provision for taxes based on the federal statutory income tax rate attributable to the Company’s effective income tax rate is as follows: Year Ended December 31, 2019 2018 2017 Statutory U.S. rate 21.0 % 21.0 % 35.0 % State tax, net of federal tax benefit (1.1 )% 2.2 % (0.3 )% Foreign tax, net of federal tax benefit (13.9 )% (0.4 )% 12.8 % Goodwill impairment — (10.4 )% — Global Intangible Low Taxed Income (8.3 )% (0.2 )% — Toll charge — — 29.9 % Transaction expenses (5.4 )% (0.1 )% 10.8 % Equity-based compensation (1.5 )% 0.2 % 6.7 % Meals and entertainment (11.1 )% (0.2 )% 6.4 % Canada dividend withholding tax (0.7 )% — 5.9 % Contingent consideration fair value adjustment 7.1 % 0.7 % 5.3 % Non-deductible (4.6 )% — 4.9 % Employee parking (0.9 )% — — Return to provision on permanent differences 8.2 % 0.1 % 0.2 % Work opportunity tax credit 3.3 % — (1.3 )% Research and development credit 4.0 % — (0.6 )% Foreign rate differential (3.5 )% — (5.3 )% Federal rate change — (0.1 )% (1,337.7 )% Effective tax rate (7.4 )% 12.8 % (1,227.3 )% | |
Schedule of geographic components of (loss) income before income taxes | The geographic components of (loss) income before income taxes are as follows: Year Ended December 31, 2019 2018 2017 (in thousands) U.S. sources $ (32,893 ) $ (1,347,770 ) $ 13,605 Non-U.S. 14,490 28,213 15,631 (Loss) income before income taxes $ (18,403 ) $ (1,319,557 ) $ 29,236 | |
Predecessor Company | ||
Schedule of (benefit from) provision for income tax | The Company’s provision for income tax consists of the following: For the Period From May 2, 2019 (inception) through December 31, 2019 Current: Federal $ 730,672 State — Deferred: Federal 58,712 State — Change in valuation allowance (58,712 ) Income tax expense $ 730,672 | |
Schedule of net deferred tax assets | The Company’s net deferred tax assets are as follows: December 31, 2019 Deferred tax asset: Startup / organizational costs 58,712 Total deferred tax assets 58,712 Valuation allowance (58,712 ) Deferred tax asset, net of allowance $ — | |
Schedule of effective tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate for the period from May 2, 2019 (inception) through December 31, 2019 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance 1.8 % Effective income tax rate 22.8 % |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Company’s Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Company’s Consolidated Statements of Cash Flows: December 31, 2019 2018 2017 (in thousands) Cash and cash equivalents $ 184,224 $ 141,590 $ 186,706 Restricted cash 14,801 2,929 1,916 Total cash, cash equivalents and restricted cash $ 199,025 $ 144,519 $ 188,622 | |
Schedule of Estimated Useful Lives | The following table provides the range of estimated useful lives used for each asset type: Leasehold improvements 3 — 10 years Furniture and fixtures 3 — 7 years Computer hardware and other equipment 3 — 5 years Software 3 — 5 years | |
Schedule of Disaggregated Revenues | Disaggregated revenues were as follows: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, (in thousands) Sales brand-centric services $ 321,770 $ 307,055 $ 918,176 $ 886,009 Sales retail-centric services 220,292 196,280 591,923 548,859 Total sales revenues 542,062 503,335 1,510,099 1,434,868 Marketing brand-centric services 111,077 119,209 289,796 330,145 Marketing retail-centric services 131,206 359,138 505,389 1,007,174 Total marketing revenues 242,283 478,347 795,185 1,337,319 Total revenues $ 784,345 $ 981,682 $ 2,305,284 $ 2,772,187 | Disaggregated revenues were as follows: Year Ended December 31, (in thousands) 2019 2018 2017 Sales brand-centric services $ 1,209,480 $ 1,177,989 $ 1,376,368 Sales retailer-centric services 745,225 679,015 212,076 Total sales revenues 1,954,705 1,857,004 1,588,444 Marketing brand-centric services 474,928 424,373 364,036 Marketing retailer-centric services 1,355,430 1,426,251 464,447 Total marketing revenues 1,830,358 1,850,624 828,483 Total revenues $ 3,785,063 $ 3,707,628 $ 2,416,927 |
Schedule of Net Impact of the Adoption to the Line Items in the Consolidated Balance Sheet | The net impact of the adoption to the line items in the Consolidated Balance Sheet was as follows: (in thousands) December 31, 2018 ASU 2016-02 January 1, 2019 (As Previously (As Adjusted) Assets Other assets $ 25,577 $ 98,839 $ 124,416 Liabilities Other accrued expenses $ 127,024 $ 33,473 $ 160,497 Other long-term liabilities $ 103,860 $ 65,366 $ 169,226 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Weighted Average Assumptions Black-Scholes Option Pricing Model | In order to determine the fair value of the Common Series A Units and Common Series B Units, the Company used the Black-Scholes option pricing model using the following weighted average assumptions: December 18, Dividend yield 0.0 % Expected volatility 33.5 % Risk-free interest rate 1.8 % Lack of marketability discount 10.0 % Expected term (years) 2.0 | |
Schedule of Supplemental Information on an Unaudited Pro Forma Basis | Unaudited supplemental information on a pro forma basis, presented as if the acquisitions completed during the period from January 1, 2020 to December 4, 2020 and for the year ended December 31, 2019, had been consummated as of the beginning of the comparative prior period, is as follows: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, (in thousands, except per share data) Total revenues $ 784,840 $ 997,479 $ 2,307,999 $ 2,791,366 Net income (loss) attributable to stockholder of Advantage Solutions Inc. $ 38,277 $ 24,603 $ (20,447 ) $ (29,522 ) Basic earnings per share 306,220 196,822 (163,578 ) (236,176 ) Diluted earnings per share 306,220 196,822 (163,578 ) (236,176 ) | Supplemental information on an unaudited pro forma basis, as if the acquisitions executed during the periods from January 1, 2020 to April 22, 2020, and the years ended December 31, 2019, 2018, and 2017, had been consummated as of the beginning of the comparative prior period, as follows: Year Ended December 31, 2019 2018 2017 (in thousands, except per share data) Total revenues $ 3,861,106 $ 3,772,569 $ 3,825,786 Net income (loss) attributable to stockholder of Advantage Solutions Inc. $ (7,913 ) $ (1,152,738 ) $ 397,799 Basic earnings per share $ (63,304 ) $ (9,221,904 ) $ 3,182,392 Diluted earnings per share $ (63,304 ) $ (9,221,904 ) $ 3,182,392 |
2019 Acquisitions | ||
Schedule of Fair Values of Identifiable Assets and Liabilities of Acquisitions | The preliminary fair values of the identifiable assets and liabilities of the acquisitions completed during the year ended December 31, 2019, at the respective acquisition dates, are as follows: (in thousands) Consideration: Cash $ 10,582 Holdbacks 915 Fair value of contingent consideration 2,519 Total consideration $ 14,016 Recognized amounts of identifiable assets acquired and liabilities assumed: Assets Accounts receivable $ 6,853 Other assets 1,390 Identifiable intangible assets 10,400 Total assets 18,643 Liabilities Accounts payable 2,138 Accrued compensation and benefits 2,478 Deferred revenue 1,258 Long-term debt 1,009 Deferred income tax liabilities 2,334 Noncontrolling interest and other liabilities 2,761 Total liabilities and noncontrolling interest 11,978 Total identifiable net assets 6,665 Goodwill arising from acquisitions $ 7,351 | |
Schedule of Fair Value and Estimated Useful Lives of Intangible Assets Acquired | (in thousands) Amount Weighted Average Client relationships $ 7,562 10 years Trade Names 2,838 5 years Total identifiable intangible assets $ 10,400 | |
2018 Acquisitions | ||
Schedule of Fair Values of Identifiable Assets and Liabilities of Acquisitions | The fair values of the identifiable assets and liabilities of the acquisitions completed during the year ended December 31, 2018, at the respective acquisition dates, are as follows: (in thousands) Consideration: Cash $ 109,784 Holdbacks 1,350 Fair value of contingent consideration 18,653 Total consideration $ 129,787 Recognized amounts of identifiable assets acquired and liabilities assumed: Assets Accounts receivable $ 11,098 Other assets 652 Property and equipment 388 Identifiable intangible assets 49,630 Total assets 61,768 Liabilities Total liabilities 8,148 Total identifiable net assets 53,620 Goodwill arising from acquisitions $ 76,167 | |
Schedule of Fair Value and Estimated Useful Lives of Intangible Assets Acquired | (in thousands) Amount Weighted Average Client relationships $ 45,230 10 years Developed technology 4,400 5 years Total identifiable intangible assets $ 49,630 | |
2017 Acquisitions | ||
Schedule of Fair Values of Identifiable Assets and Liabilities of Acquisitions | The fair value of the identifiable assets and liabilities as of December 31, 2017 were as follows: December 18, (in thousands) Total consideration in the form of issuance of equity $ 671,101 Assets Cash and cash equivalents 79,624 Accounts receivable 187,907 Prepaid and other current assets 26,586 Property and equipment 19,562 Identifiable intangible assets 331,100 Investment in unconsolidated affiliates 7,285 Deferred income tax assets 2,958 Other assets 17,476 Total assets 672,498 Liabilities Accounts payable 51,086 Accrued compensation and benefits 73,235 Other accrued expenses 56,412 Deferred revenue 857 Long-term debt 207,007 Deferred income tax liabilities 40,867 Other long-term liabilities and noncontrolling interest 32,200 Total liabilities and noncontrolling interest 461,664 Total identifiable net assets 210,834 Goodwill arising from the Daymon Acquisition $ 460,267 Other 2017 Acquisitions The fair value of the identifiable assets and liabilities of the acquisitions completed during the year ended December 31, 2017, at the respective acquisition dates, are as follows: (in thousands) Consideration: Cash $ 140,881 Holdbacks 3,391 Fair value of contingent consideration 94,985 Total consideration $ 239,257 Recognized amounts of identifiable assets acquired and liabilities assumed: Assets Accounts receivable $ 41,578 Other assets 22,461 Property and equipment 2,993 Identifiable intangible assets 102,366 Total assets 169,398 Liabilities Total liabilities & noncontrolling interest 58,602 Total identifiable net assets 110,796 Goodwill arising from acquisitions $ 128,461 | |
Schedule of Fair Value and Estimated Useful Lives of Intangible Assets Acquired | The identifiable intangible assets are being amortized on a straight-line basis over their estimated useful lives. The fair value and estimated useful lives of the intangible assets acquired are as follows: (in thousands) Amount Weighted Average Client relationships $ 235,000 10 years Trade name 90,000 10 years Covenant not to compete 6,100 5 years Total identifiable intangible assets $ 331,100 Other 2017 Acquisitions The identifiable intangible assets are being amortized on a straight-line basis over their estimated useful lives. The fair value and estimated useful lives of the intangible assets acquired are as follows: (in thousands) Amount Weighted Average Client relationships $ 84,566 12 years Trade names 12,040 5 years Developed technology 5,760 5 years Total identifiable intangible assets $ 102,366 | |
2020 Acquisitions | ||
Schedule of Fair Values of Identifiable Assets and Liabilities of Acquisitions | The preliminary fair values of the identifiable assets and liabilities of the acquisitions completed during the nine months ended September 30, 2020, at the respective acquisition dates, are as follows: (in thousands) Consideration: Cash $ 51,389 Holdbacks 3,487 Fair value of contingent consideration 17,210 Total consideration $ 72,086 Recognized amounts of identifiable assets acquired and liabilities assumed: Assets Accounts receivable $ 2,605 Other assets 2,925 Property and equipment 321 Identifiable intangible assets 32,610 Total assets 38,461 Liabilities Total liabilities 4,402 Total identifiable net assets 34,059 Goodwill arising from acquisitions $ 38,027 | |
Schedule of Fair Value and Estimated Useful Lives of Intangible Assets Acquired | 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) Amount Weighted Life Client relationships $ 32,610 10 years |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Changes in Goodwill | Changes in goodwill for the nine months ended September 30, 2020 are as follows: Sales Marketing Total (in thousands) Gross carrying amount as of December 31, 2019 $ 2,090,340 $ 678,356 $ 2,768,696 Accumulated impairment charge (1) (652,000 ) — (652,000 ) Balance at December 31, 2019 $ 1,438,340 $ 678,356 $ 2,116,696 Acquisitions 24,484 13,543 38,027 Foreign exchange translation effects (868 ) — (868 ) Balance at September 30, 2020 $ 1,461,956 $ 691,899 $ 2,153,855 (1) During the fiscal year ended December 31, 2018, the Company recognized a non-cash | Changes in goodwill for the years ended December 31, 2019 and 2018, are as follows: Sales Marketing Total (in thousands) Balance at December 31, 2017 $ 2,074,359 $ 601,888 $ 2,676,247 Acquisitions 14,788 61,379 76,167 Divestitures — (2,012 ) (2,012 ) Measurement period adjustments 741 11,428 12,169 Foreign exchange translation effects (4,204 ) — (4,204 ) Impairment Charge (652,000 ) — (652,000 ) Balance at December 31, 2018 1,433,684 672,683 2,106,367 Acquisitions 2,948 4,403 7,351 Measurement period adjustments (418 ) 1,270 852 Foreign exchange translation effects 2,126 — 2,126 Balance at December 31, 2019 $ 1,438,340 $ 678,356 $ 2,116,696 |
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets | The following tables set forth information for intangible assets: September 30, 2020 (in thousands) Weighted Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Value Finite-lived intangible assets: Client relationships 14 years $ 2,440,404 $ 929,243 $ — $ 1,511,161 Tradenames 8 years 133,232 62,306 — 70,926 Developed technology 5 years 10,160 5,481 — 4,679 Covenant not to compete 5 years 6,100 3,401 — 2,699 Total finite-lived intangible assets 2,589,896 1,000,431 — 1,589,465 Indefinite-lived intangible assets: Tradenames 1,480,000 — 580,000 900,000 Total other intangible assets $ 4,069,896 $ 1,000,431 $ 580,000 $ 2,489,465 December 31, 2019 (in thousands) Weighted Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Value Finite-lived intangible assets: Client relationships 14 years $ 2,408,573 $ 798,153 $ — $ 1,610,420 Tradenames 8 years 132,844 52,485 — 80,359 Developed technology 5 years 10,160 3,957 — 6,203 Covenant not to compete 5 years 6,100 2,486 — 3,614 Total finite-lived intangible assets 2,557,677 857,081 — 1,700,596 Indefinite-lived intangible assets: Tradenames 1,480,000 — 580,000 900,000 Total other intangible assets $ 4,037,677 $ 857,081 $ 580,000 $ 2,600,596 | The following tables set forth information for intangible assets: December 31, 2019 (in thousands) Weighted Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Carrying Value Finite-lived intangible assets: Client relationships 14 years $ 2,408,573 $ 798,153 $ — $ 1,610,420 Trade names 8 years 132,844 52,485 — 80,359 Developed technology 5 years 10,160 3,957 — 6,203 Covenant not to compete 5 years 6,100 2,486 — 3,614 Total finite-lived intangible assets 2,557,677 857,081 — 1,700,596 Indefinite-lived intangible assets: Trade names 1,480,000 — 580,000 900,000 Total other intangible assets $ 4,037,677 $ 857,081 $ 580,000 $ 2,600,596 December 31, 2018 (in thousands) Weighted Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Carrying Value Finite-lived intangible assets: Client relationships 14 years $ 2,398,544 $ 626,387 $ — $ 1,772,157 Trade names 8 years 129,925 36,743 — 93,182 Developed technology 5 years 10,160 1,925 — 8,235 Covenant not to compete 5 years 6,100 1,318 — 4,782 Total finite-lived intangible assets 2,544,729 666,373 — 1,878,356 Indefinite-lived intangible assets: Trade names 1,480,000 — 580,000 900,000 Total other intangible assets $ 4,024,729 $ 666,373 $ 580,000 $ 2,778,356 |
Schedule of Future Amortization Expenses | As of September 30, 2020, estimated future amortization expenses of the Company’s existing intangible assets are as follows: (in thousands) The remainder of 2020 $ 47,784 2021 190,783 2022 188,246 2023 184,713 2024 183,761 Thereafter 794,178 Total amortization expense $ 1,589,465 | Estimated future amortization expenses of the Company’s existing intangible assets are as follows: (in thousands) 2020 188,007 2021 187,456 2022 184,961 2023 181,462 Thereafter 958,710 Total amortization expense 1,700,596 |
Prepaid and Other Assets (Table
Prepaid and Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consist of the following: December 31, (in thousands) 2019 2018 Prepaid expenses $ 25,136 $ 24,494 Inventory 25,163 13,099 Miscellaneous receivables 9,500 13,241 Workers’ compensation receivables 1,109 1,202 Taxes 326 20,125 Market production costs 305 3,397 Other current assets 7,881 6,261 Total prepaid expenses and other current assets $ 69,420 $ 81,819 |
Schedule of Other Non Current Assets | Other assets consist of the following: December 31, (in thousands) 2019 2018 Operating lease right-of-use $ 93,924 $ — Deposits 8,364 9,200 Contingent consideration related to South Africa divestiture 6,120 4,986 Workers’ compensation receivable 5,583 6,010 Other long-term assets 2,556 5,440 Total other assets $ 116,547 $ 25,636 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following: December 31, (in thousands) 2019 2018 Software $ 126,796 $ 108,575 Computer hardware 76,558 72,905 Leasehold improvements 54,293 39,666 Furniture, fixtures, and other 28,868 21,116 Total property and equipment 286,515 242,262 Less: accumulated depreciation (171,825 ) (134,140 ) Total property and equipment, net $ 114,690 $ 108,122 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Schedule Of Other Accrued Expenses | Other accrued expenses consist of the following: December 31, 2019 2018 (in thousands) Operating lease liability $ 34,072 $ — Contingent consideration 24,502 46,191 Client refunds related to the Take 5 Matter 14,946 18,709 Payable related to settlement of contingent consideration 9,385 — Employee insurance reserves 9,418 9,477 Client deposits 8,674 14,106 Rebates due to retailers 6,979 7,634 Taxes 6,342 8,130 Holdbacks 2,630 3,174 Restructuring charges 2,615 6,024 Interest rate cap and accrued interest payable 1,520 3,703 Other accrued expenses 7,752 9,876 Total other accrued expenses $ 128,835 $ 127,024 |
Schedule Of Other Long Term Liabilities, | Other long-term liabilities consist of the following: December 31, 2019 2018 (in thousands) Operating lease liability $ 84,902 $ — Contingent consideration 23,147 39,786 Workers’ compensation and other insurance reserves 29,718 37,705 Interest rate cap 2,294 1,160 Holdbacks 926 850 Taxes 525 8,129 Deferred rent — 8,966 Other long-term liabilities 4,785 7,264 Total other long-term liabilities $ 146,297 $ 103,860 |
Summary Of Changes in Carrying Value Of Estimated Contingent Consideration Liabilities | The following table summarizes the changes in the carrying value of estimated contingent consideration liabilities: Year Ended December 31, (in thousands) 2019 2018 Beginning of the period $ 85,977 $ 155,940 Fair value of acquisitions 2,519 18,653 Payments (37,100 ) (40,292 ) Note issuance for settlement (9,385 ) — Changes in fair value 6,064 (45,662 ) Foreign exchange translation effects (426 ) (2,662 ) End of the period $ 47,649 $ 85,977 |
Debt (Tables)
Debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Summary of Long term Debt, Net of Current Portion | September 30, December 31, 2020 2019 (in thousands) First lien term loans $ 2,448,123 $ 2,467,529 Second lien term loans 760,000 760,000 Account receivable securitization facility 120,000 — Notes payable and deferred obligations 3,360 2,053 3,331,483 3,229,582 Less: current portion 26,170 27,655 Less: debt issuance costs 17,964 29,840 Long-term debt, net of current portion $ 3,287,349 $ 3,172,087 | December 31, 2019 2018 (in thousands) First lien term loan $ 2,467,529 $ 2,493,404 Second lien term loan 760,000 760,000 Notes payable and deferred obligations 2,053 1,139 3,229,582 3,254,543 Less: current portion 27,655 26,348 Less: debt issuance costs 29,840 46,730 Long-term debt, net of current portion $ 3,172,087 $ 3,181,465 |
Summary of Future Minimum Principal Payments on Long-term Debt | As of September 30, 2020, the Company’s future minimum principal payments on long-term debt were as follows: (in thousands) The remainder of 2020 $ 6,737 2021 2,441,702 2022 760,039 2023 120,043 2024 24 Thereafter 2,938 Total future minimum principal payments $ 3,331,483 | Future minimum principal payments on long-term debt are as follows: (in thousands) For the fiscal years ending December 31, 2020 $ 27,655 2021 2,441,707 2022 760,047 2023 43 2024 23 Thereafter 107 Total future minimum principal payments $ 3,229,582 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Present Value of Lease Payments for Remaining Lease Term | Based on the present value of the lease payments for the remaining lease term of the Company’s existing leases, the Company’s right-of-use (in thousands) Classification December 31, Assets Operating lease right-of-use Other assets $ 93,924 Liabilities Current operating lease liabilities Other accrued expenses 34,072 Noncurrent operating lease liabilities Other long-term liabilities 84,902 Total leased liabilities $ 118,974 |
Schedule of Right-of-use Assets and Related Lease Liabilities | Information related to the Company’s right-of-use (in thousands) Year Ended Cash paid for operating lease liabilities $ 32,229 Right-of-use 40,536 Weighted-average remaining lease term 4.4 years Weighted-average discount rate 10.0 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of December 31, 2019 were as follows: (in thousands) 2020 $ 43,673 2021 33,436 2022 23,293 2023 16,828 2024 12,516 Thereafter 16,656 Total lease payments $ 146,402 Less imputed interest (27,428 ) Present value of lease liabilities $ 118,974 |
Schedule of Future Minimum Obligations Under Lease Commitments | Under the previous lease standard, future minimum obligations under lease commitments in effect at December 31, 2018 were as follows: (in thousands) 2019 $ 43,912 2020 33,547 2021 23,219 2022 15,603 2023 10,342 Thereafter 16,364 Total lease payments $ 142,987 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation, Activity | The following table summarizes the activity in the Common Series C Units during the periods presented: Year Ended December 31, 2019 2018 2017 Beginning of the period $ 156,975 $ 150,906 $ 126,673 Grants 21,953 10,830 37,641 Forfeitures (4,738 ) (4,416 ) (11,563 ) Repurchases — (345 ) (1,845 ) End of the period $ 174,190 $ 156,975 $ 150,906 The following table summarizes the activity in the Common Series C-2 Year Ended 2019 2018 Beginning of the period $ 33,525 $ — Grants 1,425 34,275 Forfeitures (1,550 ) (750 ) End of the period $ 33,400 $ 33,525 |
Common Series C Units [Member] | |
Schedule of Assumptions Used To Determine Fair Value | The following weighted average assumptions were used in determining the fair value of Common Series C Unit grants made during the years ended December 31, 2019, 2018, and 2017: Year Ended December 31, 2019 2018 2017 Grant date fair value $ 37.90 $ 167.40 $ 256.00 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 41.2 % 36.0 % 39.7 % Risk-free interest rate 2.5 % 2.3 % 1.6 % Lack of marketability discount 31.3 % 29.2 % 28.2 % Expected term (years) 1.0 1.0 2.0 |
Common Series D Units [Member] | |
Schedule of Assumptions Used To Determine Fair Value | The following assumptions were used in determining the fair value for the periods ended December 31, 2019, 2018, and 2017: Year Ended December 31, 2019 2018 2017 Grant date fair value $ 300.00 $ 300.00 $ 300.00 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 44.0 % 40.0 % 35.0 % Risk-free interest rate 1.6 % 2.6 % 1.9 % Lack of marketability discount 26.0 % 25.0 % 20.0 % Expected term (years) 1.0 1.0 2.0 |
Common Series C-2 Units [Member] | |
Schedule of Assumptions Used To Determine Fair Value | The following weighted average assumptions were used in determining the fair value of Common Series C-2 Year Ended December 31, 2019 2018 Grant date fair value $ 284.00 $ 625.99 Dividend yield 0.0 % 0.0 % Yield Test Probability 39.0 % 97.1 % Cost of Equity Capital 11.1 % 12.3 % Expected term (years) 2.0 3.0 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Schedule Of Restructuring activity | The following table summarizes the Company’s restructuring activity: Severance Facilities and Other Total Restructuring (In thousands) Balance at December 31, 2017 $ 13,257 $ — $ 13,257 Charges 7,901 4,564 12,465 Payments/utilization (16,841 ) (1,862 ) (18,703 ) Foreign exchange translation effects (867 ) (48 ) (915 ) Balance at December 31, 2018 3,450 2,654 6,104 Charges 2,271 3,114 5,385 Payments/utilization (4,398 ) (4,476 ) (8,874 ) Balance at December 31, 2019 $ 1,323 $ 1,292 $ 2,615 |
Segments (Tables)
Segments (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
Summary Of Revenue And Operating Income | The Company and its chief operating decision maker evaluate performance based on revenues and operating income. (in thousands) Sales Marketing Total Three Months Ended September 30, 2020 Revenues $ 542,062 $ 242,283 $ 784,345 Depreciation and amortization $ 41,978 $ 16,578 $ 58,556 Operating income $ 60,205 $ 28,366 $ 88,571 Three Months Ended September 30, 2019 Revenues $ 503,335 $ 478,347 $ 981,682 Depreciation and amortization $ 40,273 $ 17,599 $ 57,872 Operating income $ 48,077 $ 28,448 $ 76,525 (in thousands) Sales Marketing Total Nine Months Ended September 30, 2020 Revenues $ 1,510,099 $ 795,185 $ 2,305,284 Depreciation and amortization $ 127,319 $ 50,194 $ 177,513 Operating income (loss) $ 95,420 $ 24,592 $ 120,012 Nine Months Ended September 30, 2019 Revenues $ 1,434,868 $ 1,337,319 $ 2,772,187 Depreciation and amortization $ 120,760 $ 53,664 $ 174,424 Operating income $ 87,673 $ 51,963 $ 139,636 | The Company and its chief operating decision maker evaluate performance based on revenues and operating income. (in thousands) Sales Marketing Total Year Ended December 31, 2019 Revenues $ 1,954,705 $ 1,830,358 $ 3,785,063 Depreciation and amortization $ 161,563 $ 71,010 $ 232,573 Operating income $ 127,961 $ 85,713 $ 213,674 Year Ended December 31, 2018 Revenues $ 1,857,004 $ 1,850,624 $ 3,707,628 Depreciation and amortization $ 157,098 $ 68,135 $ 225,233 Operating loss $ (1,072,702 ) $ (17,212 ) $ (1,089,914 ) Year Ended December 31, 2017 Revenues $ 1,588,444 $ 828,483 $ 2,416,927 Depreciation and amortization $ 139,634 $ 40,356 $ 179,990 Operating income $ 172,171 $ 36,631 $ 208,802 |
Summary of Revenues and Long-lived Assets by Services Provided in Geographic Region | Revenues and long-lived assets by services provided in geographic region are as follows: Three Months Ended (in thousands) September 30, September 30, Revenues North America $ 696,258 $ 865,144 International 88,087 116,538 Total revenues $ 784,345 $ 981,682 Nine Months Ended (in thousands) September 30, September 30, Revenues North America $ 2,043,241 $ 2,439,164 International 262,043 333,023 Total revenues $ 2,305,284 $ 2,772,187 (in thousands) September 30, December 31, Long-Lived Assets North America $ 78,563 $ 107,940 International 6,506 6,750 Total long-lived assets $ 85,069 $ 114,690 | Revenues and long-lived assets by services provided in geographic region are as follows: December 31, (in thousands) 2019 2018 2017 Revenues North America $ 3,324,019 $ 3,257,937 $ 2,208,970 International 461,044 449,691 207,957 Total revenues $ 3,785,063 $ 3,707,628 $ 2,416,927 December 31, (in thousands) 2019 2018 Long-Lived Assets North America $ 107,940 $ 102,172 International 6,750 5,950 Total long-lived assets $ 114,690 $ 108,122 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Schedule of adjusted basic and diluted net income (loss) per share | The following table presents the calculation of adjusted basic and diluted net income (loss) per share for the periods indicated, based on the weighted-average number of shares outstanding from January 1, 2020 through September 30, 2020, after giving effect to the Transactions, the redemption of public shares as described above, and the consummation of the PIPE Investment. (in thousands, except share and per share data) Three Months Nine Months Numerator: Net income (loss) attributable to stockholder of Advantage Solutions Inc. $ 35,949 $ (23,163 ) Denominator: As adjusted weighted-average number of Class A common stock shares outstanding, basic and diluted 313,425,182 313,425,182 Net income (loss) per share, as adjusted $ 0.11 $ (0.07 ) |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) | Oct. 28, 2020USD ($) | Jul. 22, 2019USD ($)$ / shares | Apr. 01, 2018USD ($) | May 31, 2020USD ($) | Jul. 22, 2019USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)$ / shares | Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Apr. 27, 2020USD ($) | Dec. 31, 2017USD ($) |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Operating bank account | $ 184,224,000 | $ 486,396,000 | $ 141,590,000 | $ 186,706,000 | |||||||
Principal amount | $ 200,000,000 | ||||||||||
Total consideration | $ 46,083,000 | $ 47,649,000 | 48,153,000 | 85,977,000 | $ 155,940,000 | ||||||
Fair value of contingent consideration | $ 4,600,000 | ||||||||||
Loss on fair value of assets acquired | 79,165,000 | ||||||||||
Warranty amount | $ 7,700,000 | ||||||||||
Six Point Fifty percentage Senior Secured Notes due 2028 [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Borrowings aggregate principal amount | $ 775,000,000 | ||||||||||
Revolving Credit Facility | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Principal amount | $ 775,000,000 | ||||||||||
Predecessor Company | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Description of business combination | The Company's sponsor is Conyers Park II Sponsor LLC, a Delaware limited liability company (the "Sponsor"). The 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 5). | ||||||||||
Sale of price per share | $ / shares | $ 10 | $ 10 | $ 10 | ||||||||
Gross proceeds from issuance of common stock | 450,000,000 | $ 450,000,000 | |||||||||
Payments of stock issuance offering costs | 587,474 | 587,474 | |||||||||
Offering costs amount | $ 7,333,333 | ||||||||||
Gross proceeds | $ 450,000,000 | ||||||||||
Maturity period | $ 0 | $ 0 | |||||||||
Aggregate fair value market, percentage | 80.00% | ||||||||||
Aggregate public shares, percentage | 15.00% | 50.00% | |||||||||
Net tangible assets business combination | $ 5,000,001 | ||||||||||
Public Shares for a pro rata portion (in Dollars per share) | $ / shares | $ 10 | ||||||||||
Initial public offering, description | (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. | ||||||||||
Working capital withdrawn value | $ 1,000,000 | $ 1,000,000 | |||||||||
Franchise taxes | 100,000 | ||||||||||
Operating bank account | 1,223,868 | 951,060 | 514,982 | ||||||||
Working capital | 1,040,000 | $ 3,921,932 | |||||||||
Cash and marketable securities | $ 452,816,525 | ||||||||||
Liquidity, description | The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less up to $1,000,000 for working capital, taxes payable and deferred underwriting commissions) to complete its initial Business Combination. To the extent necessary, the Sponsors, members of the Company's management team or any of their respective affiliates or other third parties may but are not obligated to, loan the Company funds as may be required, up to $1,500,000. Such loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. | ||||||||||
Description of sale of stock | The 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 5). | ||||||||||
Aggregate fair value market, percentage | 80.00% | ||||||||||
Interest income | $ 5,275,531 | ||||||||||
Proceeds from private placement | $ 11,000,000 | $ 11,000,000 | |||||||||
Principal amount | $ 2,500,000,000 | ||||||||||
Predecessor Company | Class A Common Stock | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Sale of price per share | $ / shares | $ 12 | $ 12 | |||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Net tangible assets business combination | $ 5,000,001 | ||||||||||
Public Shares for a pro rata portion (in Dollars per share) | $ / shares | $ 10 | ||||||||||
Franchise taxes | $ 1,000,000 | ||||||||||
Cash and marketable securities | $ 3,600,000 | ||||||||||
Number of aggregate shares issued (in Shares) | 203,750,000 | ||||||||||
Shares subject to forfeiture (in Shares) | shares | 5,000,000 | ||||||||||
Predecessor Company | Senior Secured Credit Facility [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Principal amount | $ 2,100,000,000 | ||||||||||
Predecessor Company | Asset Backed Revolving Credit Facility [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Principal amount | $ 400,000,000 | ||||||||||
Predecessor Company | Trust Account [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Sale of price per share | $ / shares | $ 1.50 | ||||||||||
Cash and marketable securities | $ 1,500,000 | ||||||||||
Predecessor Company | IPO [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Initial public offering, shares | shares | 45,000,000 | ||||||||||
Sale of price per share | $ / shares | 10 | $ 10 | |||||||||
Gross proceeds from issuance of common stock | $ 450,000,000 | ||||||||||
Payments of stock issuance offering costs | 25,360,000 | ||||||||||
Payments for commissions | 15,750,000 | ||||||||||
Gross proceeds | $ 450,000,000 | ||||||||||
Sale of units in initial public offering, shares | shares | 45,000,000 | ||||||||||
Predecessor Company | Over-Allotment Option [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Initial public offering, shares | shares | 5,000,000 | ||||||||||
Sale of units in initial public offering, shares | shares | 5,000,000 | ||||||||||
Predecessor Company | Private Placement [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Sale of price per share | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | |||||||
Offering costs amount | $ 7,333,333 | $ 7,333,333 | $ 7,333,333 | ||||||||
Gross proceeds | $ 11,000,000 | $ 11,000,000 | $ 11,000,000 | $ 11,000,000 | |||||||
Aggregate public shares, percentage | 50.00% | ||||||||||
Predecessor Company | Private Placement [Member] | Class A Common Stock | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Sale of price per share | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | ||||||||
Predecessor Company | Investor Subscription Agreements [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Initial public offering, shares | shares | 50,000,000 | ||||||||||
Proceeds from private placement | $ 500,000,000 | ||||||||||
Predecessor Company | Sponsor Subscription Agreements [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Initial public offering, shares | shares | 20,000,000 | ||||||||||
Proceeds from private placement | $ 200,000,000 | ||||||||||
Acquisitions In 2018 [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Total consideration | 18,700,000 | ||||||||||
Hold back liabilities | 1,400,000 | ||||||||||
Loss on fair value of assets acquired | 79,200,000 | ||||||||||
Acquisitions In 2018 [Member] | Take 5 Acquisition [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Total consideration | 81,600,000 | ||||||||||
Fair value of contingent consideration | 4,600,000 | ||||||||||
Hold back liabilities | $ 800,000 | ||||||||||
Loss on fair value of assets acquired | $ 79,165,000 | ||||||||||
Subsequent Event | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Outstanding debt and accrued interest | 86,000,000 | ||||||||||
Borrowings aggregate principal amount | $ 100,000,000 | ||||||||||
First Lien Credit Agreement [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Debt outstanding | 3,300,000,000 | ||||||||||
First Lien Credit Agreement [Member] | Revolving Credit Facility | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Borrowings aggregate principal amount | 1,325,000,000 | ||||||||||
Second Lien Credit Agreement [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Debt outstanding | $ 2,500,000,000 |
Organization and Significant _4
Organization and Significant Accounting Policies - Additional Information (Detail) | Apr. 01, 2018USD ($) | Mar. 15, 2018 | Dec. 18, 2017shares | Jul. 25, 2014shares | Jun. 30, 2019USD ($) | Sep. 30, 2020USD ($)shares | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($)shares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)shares | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($)shares | Dec. 31, 2019USD ($)Reporting_unitshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Cash and cash equivalents | $ 486,396,000 | $ 184,224,000 | $ 486,396,000 | $ 184,224,000 | $ 141,590,000 | $ 186,706,000 | ||||||||||
Company's Class A common stock in the calculation of diluted income per share | shares | 125 | 125 | 125 | 125 | 125 | 125 | 101 | |||||||||
Net income (loss) | $ 35,949,000 | $ 22,589,000 | $ (23,163,000) | $ (35,207,000) | $ (21,172,000) | $ (1,157,332,000) | $ 386,405,000 | |||||||||
Shares of common stock | shares | 100 | |||||||||||||||
Shares of common stock | shares | 25 | |||||||||||||||
Total consideration | $ 81,600,000 | |||||||||||||||
Fair value of contingent consideration | 4,600,000 | |||||||||||||||
Hold back liabilities | $ 800,000 | |||||||||||||||
Loss on fair value of assets acquired | 79,165,000 | |||||||||||||||
Gains (losses) from foreign exchange rate changes | $ (2,900,000) | (4,400,000) | 300,000 | |||||||||||||
Maturity of cash and cash equivalents | Three months or less | |||||||||||||||
Capitalized costs amortized | Five years | |||||||||||||||
Measurement period after acquisition closing date | 1 year | |||||||||||||||
Number of reporting units | Reporting_unit | 2 | |||||||||||||||
Contract term | 1 year | |||||||||||||||
Remaining performance obligations contracts term | 1 year | 1 year | ||||||||||||||
Deferred revenue | 32,100,000 | |||||||||||||||
Uncertain tax positions | $ 600,000 | 600,000 | ||||||||||||||
Uncertain tax positions increase duration | 12 months | |||||||||||||||
Pre-tax internal rate of return | 20.00% | |||||||||||||||
Percentage of awards subject to performance | 25.00% | |||||||||||||||
Awards vesting term | 4 years | |||||||||||||||
Accounting Standards Update 2016-02 [Member] | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Change in Accounting Principle, Accounting Standards Update, Adopted | true | true | ||||||||||||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Feb. 28, 2016 | Feb. 28, 2016 | ||||||||||||||
Change in Accounting Principle, Accounting Standards Update, Early Adoption | true | true | ||||||||||||||
Accounting Standards Update 2020-04 [Member] | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Change in Accounting Principle, Accounting Standards Update, Adopted | false | false | ||||||||||||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Mar. 31, 2020 | Mar. 31, 2020 | ||||||||||||||
Change in Accounting Principle, Accounting Standards Update, Early Adoption | false | false | ||||||||||||||
Accounting Standards Update 2018-13 [Member] | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Change in Accounting Principle, Accounting Standards Update, Adopted | false | false | ||||||||||||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Aug. 31, 2018 | Aug. 31, 2018 | ||||||||||||||
Change in Accounting Principle, Accounting Standards Update, Early Adoption | false | false | ||||||||||||||
Share-based Payment Arrangement, Tranche One [Member] | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Percentage of awards vested | 75.00% | |||||||||||||||
Pre-tax internal rate of return | 8.00% | 8.00% | ||||||||||||||
Share-based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Pre-tax internal rate of return | 20.00% | 20.00% | ||||||||||||||
Percentage of awards vested | 25.00% | |||||||||||||||
Share-based Payment Arrangement, Tranche Three [Member] | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Percentage of awards subject to performance | 75.00% | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Notice period for renewal or cancellation | 30 days | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Notice period for renewal or cancellation | 120 days | |||||||||||||||
Sales Unit [Member] | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Percentage fair value of reporting unit | 3.50% | 3.50% | ||||||||||||||
Quantitative impairment recognized | 652,000,000 | 0 | ||||||||||||||
Sales reporting unit written down | 0 | |||||||||||||||
Marketing Unit [Member] | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Percentage fair value of reporting unit | 20.00% | 20.00% | ||||||||||||||
Quantitative impairment recognized | $ 0 | |||||||||||||||
Marketing Revenues [Member] | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Quantitative impairment recognized | $ 580,000,000 | |||||||||||||||
Common Class C [Member] | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Percentage of awards vested | 75.00% | |||||||||||||||
Pre-tax internal rate of return | 20.00% | |||||||||||||||
Percentage of awards vested | 25.00% | |||||||||||||||
Awards vesting term | 4 years | |||||||||||||||
Predecessor Company | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Federal deposit insurance | $ 250,000 | 250,000 | ||||||||||||||
Cash and cash equivalents | 514,982 | 1,223,868 | $ 1,223,868 | 951,060 | 514,982 | $ 1,223,868 | $ 951,060 | |||||||||
Net of applicable taxes available to be withdrawn from the Trust Account | 3,600,000 | |||||||||||||||
Franchise taxes | 100,000 | |||||||||||||||
Withdrawn from Trust Account for working capital | $ 279,580 | |||||||||||||||
Common stock subject to possible redemption, description | The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of approximately $3.6 million, less franchise taxes of $100,000, income taxes of $730,672 and working capital expense of $279,580 (up to $1,000,000) or $2,469,141 of Class A common stock shall be affected by charges against additional paid-in capital. | |||||||||||||||
Marketable securities | $ 452,816,525 | $ 452,816,525 | ||||||||||||||
Net income (loss) | $ (2,000) | $ (4,980,376) | $ 17,629 | $ 901,393 | $ 1,163,222 | $ 1,161,222 | 2,469,141 | $ (4,061,354) | ||||||||
Predecessor Company | Class A Common Stock | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Franchise taxes | 1,000,000 | |||||||||||||||
Withdrawn from Trust Account for working capital | $ 279,580 | |||||||||||||||
Common stock shares redemption | shares | 42,907,031 | 43,313,166 | 42,907,031 | 43,313,166 | ||||||||||||
Marketable securities | $ 3,600,000 | $ 3,600,000 | ||||||||||||||
Applicable taxes | $ 830,672 | |||||||||||||||
Predecessor Company | Class A Common Stock | Initial Public Offering And Private Placement [Member] | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||||||
Company's Class A common stock in the calculation of diluted income per share | shares | 18,583,333 |
Initial Public Offering (Detail
Initial Public Offering (Detail) - Predecessor Company - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended |
Jul. 22, 2019 | Sep. 30, 2020 | |
Initial Public Offering [Line Items] | ||
Sale of price per share (in Dollars per share) | $ 10 | $ 10 |
Initial offering description | Each 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). | |
Gross proceeds | $ 450,000 | |
IPO [Member] | ||
Initial Public Offering [Line Items] | ||
Sale of price per share (in Dollars per share) | $ 10 | |
Initial offering description | Each 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). | |
Gross proceeds | $ 450,000 | |
Incurring offering costs | 25,360 | |
Deferred underwriting commissions | $ 15,750 | |
Sale of units in initial public offering, shares | 45,000,000 | |
Over-Allotment Option [Member] | ||
Initial Public Offering [Line Items] | ||
Sale of units in initial public offering, shares | 5,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jul. 22, 2019 | Sep. 03, 2019 | Jul. 22, 2019 | May 31, 2019 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Common stock, shares outstanding | 125 | 125 | 125 | 125 | 125 | |||||||||
Management fee to affiliate | $ 5,500,000 | $ 5,500,000 | $ 4,000,000 | |||||||||||
Revenue from Related Parties | 41,800,000 | 43,000,000 | 46,300,000 | |||||||||||
Accounts receivable | $ 7,000,000 | 7,000,000 | 10,500,000 | |||||||||||
Loans | $ 3,331,483,000 | 3,229,582,000 | $ 3,331,483,000 | 3,229,582,000 | ||||||||||
Board of Directors Chairman [Member] | ||||||||||||||
Revenue from Related Parties | 5,800,000 | $ 2,100,000 | 14,900,000 | $ 2,200,000 | 5,400,000 | |||||||||
Accounts receivable | 1,900,000 | 100,000 | 1,900,000 | 100,000 | ||||||||||
Variable Interest Entity [Member] | ||||||||||||||
Revenue from Related Parties | 58,000,000 | 99,900,000 | ||||||||||||
Accounts receivable | 200,000 | 200,000 | 700,000 | |||||||||||
Majority-Owned Subsidiary, Unconsolidated [Member] | ||||||||||||||
Revenue from Related Parties | 3,100,000 | 5,500,000 | 10,500,000 | 16,300,000 | 21,900,000 | 23,500,000 | $ 900,000 | |||||||
Accounts receivable | 2,000,000 | 2,200,000 | 2,000,000 | 2,200,000 | 3,600,000 | |||||||||
Karman Topco LP [Member] | ||||||||||||||
Revenue from Related Parties | 0 | $ 10,700,000 | 3,900,000 | $ 31,700,000 | ||||||||||
Accounts receivable | 0 | 7,000,000 | 0 | 7,000,000 | ||||||||||
First Lien Term Loan | ||||||||||||||
Loans | 100,200,000 | 100,200,000 | 89,100,000 | |||||||||||
Second Lien Term Loan | ||||||||||||||
Loans | $ 31,100,000 | 31,100,000 | $ 57,600,000 | |||||||||||
Predecessor Company | ||||||||||||||
Deferred Offering Costs | $ 7,333,333 | $ 7,333,333 | ||||||||||||
Price per share | $ 10 | $ 10 | $ 10 | $ 10 | ||||||||||
Gross proceeds | $ 450,000,000 | |||||||||||||
Description of related party transaction | 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. | 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. | ||||||||||||
Accounts payable - related party | $ 52,256 | $ 127,912 | $ 120,116 | |||||||||||
Administrative support, description | The amount of $67,912 and $60,000 payable under the administrative support agreement. These borrowings are non-interest bearing, unsecured and due on demand. | |||||||||||||
Expired and the Sponsor forfeited (in Shares) | 250,000 | |||||||||||||
Accounts payable | $ 1,500,000 | $ 1,500,000 | ||||||||||||
Predecessor Company | Over-Allotment Option [Member] | ||||||||||||||
Issuance of common stock to sponsor, Shares | 5,000,000 | |||||||||||||
Predecessor Company | Private Placement [Member] | ||||||||||||||
Deferred Offering Costs | $ 7,333,333 | $ 7,333,333 | $ 7,333,333 | $ 7,333,333 | ||||||||||
Price per share | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | ||||||||
Gross proceeds | $ 11,000,000 | $ 11,000,000 | $ 11,000,000 | $ 11,000,000 | ||||||||||
Predecessor Company | CP Sponsor and the Advantage Sponsors | ||||||||||||||
Issuance of common stock to sponsor, Shares | 25,000 | |||||||||||||
Predecessor Company | Administrative Support Agreement [Member] | ||||||||||||||
Accounts payable | $ 150,000 | 60,000 | 150,000 | $ 60,000 | ||||||||||
Predecessor Company | Administrative Support Agreement [Member] | CP Sponsor and the Advantage Sponsors | ||||||||||||||
Fee for office space utilities and secretarial and administrative support (monthly) | 10,000 | 10,000 | ||||||||||||
Utilities Operating Expense, Other | 30,000 | 60,000 | 90,000 | |||||||||||
Predecessor Company | Promissory Note [Member] | ||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 | ||||||||||
Predecessor Company | Promissory Note [Member] | CP Sponsor and the Advantage Sponsors | ||||||||||||||
Repayment balance | $ 141,636 | |||||||||||||
Predecessor Company | Class B Common Stock | ||||||||||||||
Issuance of common stock to sponsor, Shares | 11,500,000 | 11,500,000 | 11,500,000 | |||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, shares outstanding | 11,250,000 | 11,250,000 | 11,250,000 | 11,250,000 | ||||||||||
Predecessor Company | Founder Shares [Member] | ||||||||||||||
Forfeiture of shares | 1,500,000 | 1,500,000 | ||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 20.00% | 20.00% | 20.00% | 20.00% | ||||||||||
Predecessor Company | Founder Shares [Member] | Over-Allotment Option [Member] | ||||||||||||||
Forfeiture of shares | 250,000 | |||||||||||||
Predecessor Company | Founder Shares [Member] | CP Sponsor and the Advantage Sponsors | ||||||||||||||
Deferred Offering Costs | $ 25,000 | $ 25,000 | $ 25,000 | |||||||||||
Expired and the Sponsor forfeited (in Shares) | 25,000 | |||||||||||||
Predecessor Company | Class A Common Stock | ||||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares outstanding | 2,092,969 | 1,686,834 | 2,092,969 | 1,686,834 | ||||||||||
Price per share | $ 12 | $ 12 | $ 12 | $ 12 | ||||||||||
Predecessor Company | Class A Common Stock | Private Placement [Member] | ||||||||||||||
Price per share | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 8 Months Ended | 9 Months Ended | |
Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2018 | |
Commitments and Contingencies [Line Items] | |||
Surety bonds outstanding | $ 3,229,582 | $ 3,331,483 | |
Right-of use assets | 93,924 | 41,900 | |
Lease liabilities | 118,974 | 40,100 | |
Lease costs | 1,800 | ||
Termination fees | 15,800 | ||
Surety Bond [Member] | |||
Commitments and Contingencies [Line Items] | |||
Surety bonds outstanding | $ 500 | $ 500 | $ 10,000 |
Predecessor Company | |||
Commitments and Contingencies [Line Items] | |||
Underwriting discount, description | The 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 Units. | ||
Over-allotment option, description | 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. | ||
Underwriting discount (per unit) | $ 0.20 | ||
Predecessor Company | IPO [Member] | |||
Commitments and Contingencies [Line Items] | |||
Underwriting discount, description | The 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 Units. | ||
Over-allotment option, description | 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. | ||
Underwriting discount (per unit) | $ 0.20 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | 8 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Sep. 30, 2020 | May 31, 2019 | Dec. 31, 2018 | |
Stockholders Equity Note [Line Items] | ||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 1,000 | 1,000 | 1,000 | |
Common stock, shares issued | 125 | 125 | 125 | |
Common stock, shares outstanding | 125 | 125 | 125 | |
Predecessor Company | ||||
Stockholders Equity Note [Line Items] | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Warrant price per share | $ 0.01 | $ 0.01 | ||
Description of warrant redemption | at $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); | |||
Stock split, description | If, 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 | If, 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 | ||
Description of common stock | If, 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. | If, 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. | ||
Warrant expires | 5 years | |||
Predecessor Company | Class A Common Stock | ||||
Stockholders Equity Note [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, shares issued | 1,686,834 | 2,092,969 | ||
Common stock, shares outstanding | 1,686,834 | 2,092,969 | ||
Common stock subject to possible redemption | 43,313,166 | 42,907,031 | ||
Warrant price per share | $ 0.10 | |||
Description of warrant redemption | At $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). | |||
Predecessor Company | Class A Common Stock | Common Stock Including Stocks Subject to Possible Redemption | ||||
Stockholders Equity Note [Line Items] | ||||
Common stock, shares issued | 45,000,000 | 45,000,000 | ||
Common stock, shares outstanding | 45,000,000 | 45,000,000 | ||
Predecessor Company | Class B Common Stock | ||||
Stockholders Equity Note [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||
Common stock, shares issued | 11,250,000 | 11,250,000 | ||
Common stock, shares outstanding | 11,250,000 | 11,250,000 | ||
Aggregate on converted percentage | 20.00% |
Fair Value of Financial Instrum
Fair Value of Financial Instruments - Summary of Financial Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Predecessor Company | |||
Assets measured at fair value | |||
Marketable securities held in Trust Account | $ 453,742,245 | $ 452,816,525 | |
Fair Value, Recurring [Member] | |||
Assets measured at fair value | |||
Assets measured at fair value | 492,516,000 | 190,344,000 | $ 146,576,000 |
Liabilities measured at fair value | |||
Liabilities measured at fair value | 170,398,000 | 50,926,000 | 90,137,000 |
Fair Value, Recurring [Member] | Derivative Financial Instruments, Liabilities [Member] | |||
Liabilities measured at fair value | |||
Liabilities measured at fair value | 2,245,000 | 3,277,000 | 4,160,000 |
Fair Value, Recurring [Member] | Contingent Consideration Liabilities [Member] | |||
Liabilities measured at fair value | |||
Liabilities measured at fair value | 48,153,000 | 47,649,000 | 85,977,000 |
Fair Value, Recurring [Member] | Account Receivable Securitization Facility [Member] | |||
Liabilities measured at fair value | |||
Liabilities measured at fair value | 120,000,000 | ||
Fair Value, Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | |||
Assets measured at fair value | |||
Assets measured at fair value | 486,396,000 | 184,224,000 | 141,590,000 |
Fair Value, Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Predecessor Company | |||
Assets measured at fair value | |||
Marketable securities held in Trust Account | 453,742,245 | 452,816,525 | |
Assets measured at fair value | 453,742,245 | 452,816,525 | |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Liabilities measured at fair value | |||
Liabilities measured at fair value | 122,245,000 | 3,277,000 | 4,160,000 |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Derivative Financial Instruments, Liabilities [Member] | |||
Liabilities measured at fair value | |||
Liabilities measured at fair value | 2,245,000 | 3,277,000 | 4,160,000 |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Account Receivable Securitization Facility [Member] | |||
Liabilities measured at fair value | |||
Liabilities measured at fair value | 120,000,000 | ||
Fair Value, Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | |||
Assets measured at fair value | |||
Assets measured at fair value | 6,120,000 | 6,120,000 | 4,986,000 |
Liabilities measured at fair value | |||
Liabilities measured at fair value | 48,153,000 | 47,649,000 | 85,977,000 |
Fair Value, Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Contingent Consideration Liabilities [Member] | |||
Liabilities measured at fair value | |||
Liabilities measured at fair value | 48,153,000 | 47,649,000 | 85,977,000 |
Fair Value, Recurring [Member] | Cash and Cash Equivalents [Member] | |||
Assets measured at fair value | |||
Assets measured at fair value | 486,396,000 | 184,224,000 | 141,590,000 |
Fair Value, Recurring [Member] | Cash and Cash Equivalents [Member] | Quoted Prices in Active Markets (Level 1) [Member] | |||
Assets measured at fair value | |||
Assets measured at fair value | 486,396,000 | 184,224,000 | 141,590,000 |
Fair Value, Recurring [Member] | Contingent consideration related to South Africa divestiture [Member] | |||
Assets measured at fair value | |||
Assets measured at fair value | 6,120,000 | 6,120,000 | 4,986,000 |
Fair Value, Recurring [Member] | Contingent consideration related to South Africa divestiture [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | |||
Assets measured at fair value | |||
Assets measured at fair value | $ 6,120,000 | $ 6,120,000 | $ 4,986,000 |
Income Tax - Schedule of provis
Income Tax - Schedule of provision for income tax (Detail) - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||||||||
Federal | $ 45,874,000 | $ 21,399,000 | $ 52,748,000 | ||||||
State | 11,311,000 | 11,742,000 | 9,656,000 | ||||||
Foreign | 12,231,000 | 12,140,000 | 5,888,000 | ||||||
Total current tax expense | 69,416,000 | 45,281,000 | 68,292,000 | ||||||
Deferred: | |||||||||
Federal | (53,314,000) | (164,208,000) | (421,919,000) | ||||||
State | (11,055,000) | (48,653,000) | (9,800,000) | ||||||
Foreign | (3,694,000) | (754,000) | 4,621,000 | ||||||
Income tax expense | (68,063,000) | (213,615,000) | (427,098,000) | ||||||
Income tax benefit / (expense) | $ 3,623,000 | $ (3,968,000) | $ (8,714,000) | $ (4,277,000) | $ 1,353,000 | $ (168,334,000) | $ (358,806,000) | ||
Predecessor Company | |||||||||
Current: | |||||||||
Federal | $ 730,672 | ||||||||
State | 0 | ||||||||
Deferred: | |||||||||
Federal | 58,712 | ||||||||
State | 0 | ||||||||
Change in valuation allowance | (58,712) | ||||||||
Income tax expense | 730,672 | ||||||||
Income tax benefit / (expense) | $ (3,269) | $ 345,918 | $ 345,918 | $ 730,672 | $ 326,633 |
Income Tax - Schedule of net de
Income Tax - Schedule of net deferred tax assets (Detail) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax asset: | |||
Accrued liabilities | $ 70,420,000 | $ 65,024,000 | |
Interest expense | 49,586,000 | 21,805,000 | |
Transaction expenses | 5,325,000 | 4,585,000 | |
Net operating losses | 7,671,000 | 7,015,000 | |
Deferred rent | 6,354,000 | 2,863,000 | |
Acquired intangibles, including goodwill | 2,292,000 | 2,309,000 | |
Insurance reserves | 2,403,000 | 1,356,000 | |
Depreciation | 93,000 | 650,000 | |
Other | 2,305,000 | 4,875,000 | |
Total deferred tax assets | 146,449,000 | 110,482,000 | |
Deferred tax liabilities | |||
Acquired intangibles including goodwill | 636,245,000 | 661,991,000 | |
Restructuring expenses | 6,857,000 | 8,561,000 | |
Unrealized transactions | 990,000 | 3,218,000 | |
Other | 2,922,000 | 3,055,000 | |
Total deferred tax liabilities | 647,014,000 | 676,825,000 | |
Less: deferred income tax asset valuation allowances | (5,570,000) | (5,026,000) | |
Net deferred tax liabilities | 506,135,000 | 571,369,000 | |
Noncurrent deferred tax asset | 227,000 | 59,000 | |
Noncurrent deferred tax liability | 506,362,000 | $ 571,428,000 | |
Predecessor Company | |||
Deferred tax asset: | |||
Startup / organizational costs | 58,712 | ||
Total deferred tax assets | 58,712 | ||
Deferred tax liabilities | |||
Less: deferred income tax asset valuation allowances | $ (1,170,000) | (58,712) | |
Deferred tax asset, net of allowance | $ 0 |
Income Tax - Schedule of effect
Income Tax - Schedule of effective tax rate (Detail) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective tax rate reconciliation | ||||||||
Statutory U.S. rate | 21.00% | 21.00% | 21.00% | 21.00% | 35.00% | |||
State tax, net of federal tax benefit | (1.10%) | 2.20% | (0.30%) | |||||
Foreign tax, net of federal tax benefit | (13.90%) | (0.40%) | 12.80% | |||||
Goodwill impairment | (10.40%) | |||||||
Global Intangible Low Taxed Income | (8.30%) | (0.20%) | ||||||
Toll charge | 29.90% | |||||||
Transaction expenses | (5.40%) | (0.10%) | 10.80% | |||||
Equity-based compensation | (1.50%) | 0.20% | 6.70% | |||||
Meals and entertainment | (11.10%) | (0.20%) | 6.40% | |||||
Canada dividend withholding tax | (0.70%) | 5.90% | ||||||
Contingent consideration fair value adjustment | 7.10% | 0.70% | 5.30% | |||||
Non-deductible expenses | (4.60%) | 4.90% | ||||||
Employee parking | (0.90%) | |||||||
Return to provision on permanent differences | 8.20% | 0.10% | 0.20% | |||||
Work opportunity tax credit | 3.30% | (1.30%) | ||||||
Research and development credit | 4.00% | (0.60%) | ||||||
Foreign rate differential | (3.50%) | (5.30%) | ||||||
Federal rate change | (0.10%) | (1337.70%) | ||||||
Effective income tax rate | 9.00% | (21.10%) | 27.60% | 11.00% | (7.40%) | 12.80% | (1227.30%) | |
Statutory federal income tax rate | 21.00% | 21.00% | 21.00% | 21.00% | 35.00% | |||
State taxes, net of federal tax benefit | (1.10%) | 2.20% | (0.30%) | |||||
Effective income tax rate | 9.00% | (21.10%) | 27.60% | 11.00% | (7.40%) | 12.80% | (1227.30%) | |
Predecessor Company | ||||||||
Effective tax rate reconciliation | ||||||||
Statutory U.S. rate | 21.00% | |||||||
State tax, net of federal tax benefit | 0.00% | |||||||
Effective income tax rate | 22.80% | |||||||
Statutory federal income tax rate | 21.00% | |||||||
State taxes, net of federal tax benefit | 0.00% | |||||||
Change in valuation allowance | 1.80% | |||||||
Effective income tax rate | 22.80% |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) (Detail) - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash and cash equivalents | $ 486,396,000 | $ 184,224,000 | $ 486,396,000 | $ 184,224,000 | $ 141,590,000 | $ 186,706,000 | |||
Income tax full valuation allowance recorded | 5,570,000 | 5,570,000 | 5,026,000 | ||||||
Income tax benefit / (expense) | 3,623,000 | $ (3,968,000) | (8,714,000) | $ (4,277,000) | 1,353,000 | $ (168,334,000) | $ (358,806,000) | ||
Predecessor Company | |||||||||
Federal deposit insurance | 250,000 | 250,000 | |||||||
Cash and cash equivalents | 514,982 | 1,223,868 | $ 1,223,868 | 951,060 | 514,982 | $ 1,223,868 | 951,060 | ||
Deferred tax assets, net | 1,170,000 | 59,000 | 1,170,000 | 59,000 | |||||
Income tax full valuation allowance recorded | 1,170,000 | 58,712 | 1,170,000 | $ 58,712 | |||||
Income tax benefit / (expense) | $ (3,269) | $ 345,918 | $ 345,918 | $ 730,672 | $ 326,633 | ||||
Predecessor Company | Class A Common Stock | |||||||||
Common stock subject to possible redemption (in Shares) | 42,907,031 | 43,313,166 | 42,907,031 | 43,313,166 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Oct. 28, 2020USD ($)$ / sharesshares | Sep. 07, 2020USD ($)shares | May 25, 2020USD ($) | Mar. 31, 2020USD ($) | Jan. 31, 2020USD ($)Acquisitions | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Apr. 27, 2020USD ($) | Apr. 24, 2020USD ($) |
Subsequent Event [Line Items] | ||||||||||||||
Aggregate cash paid for acquisitions | $ 51,389,000 | $ 5,171,000 | $ 10,582,000 | $ 186,014,000 | $ 59,850,000 | |||||||||
Contingent consideration | $ 286,200,000 | $ 286,200,000 | ||||||||||||
Common stock shares issued | shares | 125 | 125 | 125 | 125 | ||||||||||
Common stock shares outstanding | shares | 125 | 125 | 125 | 125 | ||||||||||
Repayment of terminated credit facility | $ 106,153,000 | $ 10,085,000 | $ 19,697,000 | $ 30,000,000 | $ 110,000,000 | |||||||||
Borrowing | $ 200,000,000 | |||||||||||||
First Lien Term Loan | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Maturity date | Jul. 23, 2021 | |||||||||||||
Borrowing | $ 2,500,000,000 | |||||||||||||
Second Lien Term Loan | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Maturity date | Jul. 25, 2021 | |||||||||||||
Borrowing | $ 760,000,000 | |||||||||||||
Revolving Credit Facility | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Borrowing | $ 775,000,000 | |||||||||||||
Senior Secured Notes | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 1,325,000,000 | |||||||||||||
Conyers Park Merger Agreement | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Common Stock purchase price per share | $ / shares | $ 10 | |||||||||||||
Predecessor Company | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Interest earned funds held in trust account | $ 1,000,000 | |||||||||||||
Gross proceeds | $ 450,000,000 | $ 450,000,000 | ||||||||||||
Public Shares for a pro rata portion | $ / shares | $ 10 | |||||||||||||
Borrowing | $ 2,500,000,000 | |||||||||||||
Predecessor Company | Class A Common Stock | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Number of aggregate shares issued | 203,750,000 | |||||||||||||
Public Shares for a pro rata portion | $ / shares | $ 10 | |||||||||||||
Common stock shares issued | shares | 1,686,834 | 2,092,969 | 1,686,834 | |||||||||||
Common stock shares outstanding | shares | 1,686,834 | 2,092,969 | 1,686,834 | |||||||||||
Subsequent Event | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Number of Business Acquisitions | Acquisitions | 3 | |||||||||||||
Aggregate cash paid for acquisitions | $ 50,700,000 | |||||||||||||
Contingent consideration | 45,800,000 | |||||||||||||
Contingent consideration, hold back | $ 3,500,000 | |||||||||||||
Maturity date | May 27, 2029 | |||||||||||||
Debt instrument amount | $ 2,800,000 | |||||||||||||
Subsequent Event | Series A Revolving Credit Facility | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Increase in borrowings | $ 80,000,000 | |||||||||||||
Maturity date | Apr. 23, 2021 | |||||||||||||
Subsequent Event | First Lien Term Loan | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Maturity date | Jul. 31, 2021 | |||||||||||||
Subsequent Event | Second Lien Term Loan | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Maturity date | Jul. 31, 2022 | |||||||||||||
Subsequent Event | Revolving Credit Facility | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 300,000,000 | |||||||||||||
Subsequent Event | Conyers Park Merger Agreement | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Common stock shares acquired | shares | 85,540,000 | 70,000,000 | ||||||||||||
Gross proceeds | $ 855,400,000 | |||||||||||||
Aggregate consideration, shares | shares | 203,750,000 | |||||||||||||
Common stock subject to forfeiture | shares | 5,000,000 | |||||||||||||
Common stock shares issued | shares | 313,425,182 | |||||||||||||
Common stock shares outstanding | shares | 313,425,182 | |||||||||||||
Redemption cost | $ 323,100,000 | |||||||||||||
Trust account | 131,200,000 | |||||||||||||
Repayment of terminated credit facility | 86,000,000 | |||||||||||||
Debt instrument amount | $ 2,100,000,000 | |||||||||||||
Subsequent Event | Conyers Park Merger Agreement | Revolving Credit Facility | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Maximum borrowing capacity | 400,000,000 | |||||||||||||
Borrowing | 100,000,000 | |||||||||||||
Subsequent Event | Conyers Park Merger Agreement | New Credit Facility | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt instrument amount | 1,325,000,000 | |||||||||||||
Subsequent Event | Conyers Park Merger Agreement | Senior Secured Notes | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt instrument amount | $ 775,000,000 | |||||||||||||
Subsequent Event | Conyers Park Merger Agreement | Class A Common Stock | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Number of aggregate shares issued | 32,114,818 | |||||||||||||
Public Shares for a pro rata portion | $ / shares | $ 10.06 | |||||||||||||
Redemption amount | $ 323,100,000 | |||||||||||||
Subsequent Event | Conyers Park Merger Agreement | CP Sponsor and the Advantage Sponsors | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Common stock shares acquired | shares | 35,540,000 | |||||||||||||
Subsequent Event | Conyers Park Merger Agreement | Other Purchases | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Common stock shares acquired | shares | 50,000,000 |
Organization and Significant _5
Organization and Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Cash and cash equivalents | $ 486,396 | $ 184,224 | $ 141,590 | $ 186,706 | ||
Restricted cash | 14,801 | 2,929 | 1,916 | |||
Total cash, cash equivalents and restricted cash | $ 503,825 | $ 199,025 | $ 198,201 | $ 144,519 | $ 188,622 | $ 48,074 |
Organization and Significant _6
Organization and Significant Accounting Policies - Schedule of Estimated Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Minimum [Member] | Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Minimum [Member] | Furniture, fixtures, and other | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Minimum [Member] | Computer hardware and other equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Minimum [Member] | Software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Maximum [Member] | Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Maximum [Member] | Furniture, fixtures, and other | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Maximum [Member] | Computer hardware and other equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Maximum [Member] | Software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Organization and Significant _7
Organization and Significant Accounting Policies - Schedule of Disaggregates Revenues From Contracts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Total revenues | $ 784,345 | $ 981,682 | $ 2,305,284 | $ 2,772,187 | $ 3,785,063 | $ 3,707,628 | $ 2,416,927 |
Sales Revenues [Member] | |||||||
Total revenues | 542,062 | 503,335 | 1,510,099 | 1,434,868 | 1,954,705 | 1,857,004 | 1,588,444 |
Sales Revenues [Member] | Sales brand-centric services [Member] | |||||||
Total revenues | 321,770 | 307,055 | 918,176 | 886,009 | 1,209,480 | 1,177,989 | 1,376,368 |
Sales Revenues [Member] | Sales retailer-centric services [Member] | |||||||
Total revenues | 220,292 | 196,280 | 591,923 | 548,859 | 745,225 | 679,015 | 212,076 |
Marketing Revenues [Member] | |||||||
Total revenues | 242,283 | 478,347 | 795,185 | 1,337,319 | 1,830,358 | 1,850,624 | 828,483 |
Marketing Revenues [Member] | Marketing brand-centric services [Member] | |||||||
Total revenues | 111,077 | 119,209 | 289,796 | 330,145 | 474,928 | 424,373 | 364,036 |
Marketing Revenues [Member] | Marketing retailer-centric services [Member] | |||||||
Total revenues | $ 131,206 | $ 359,138 | $ 505,389 | $ 1,007,174 | $ 1,355,430 | $ 1,426,251 | $ 464,447 |
Organization and Significant _8
Organization and Significant Accounting Policies - Schedule of Net Impact of the Adoption to the Line Items in the Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Liabilities | ||||
Other long-term liabilities | $ 148,396 | $ 146,297 | $ 103,860 | |
Accounting Standards Update 2016-02 [Member] | ||||
Assets | ||||
Other assets | 98,839 | |||
Liabilities | ||||
Other accrued expenses | 33,473 | |||
Other long-term liabilities | $ 65,366 | |||
Accounting Standards Update 2016-02 [Member] | Previously Reported [Member] | ||||
Assets | ||||
Other assets | 25,577 | |||
Liabilities | ||||
Other accrued expenses | 127,024 | |||
Other long-term liabilities | $ 103,860 | |||
Accounting Standards Update 2016-02 [Member] | Revision of Prior Period, Adjustment [Member] | ||||
Assets | ||||
Other assets | $ 124,416 | |||
Liabilities | ||||
Other accrued expenses | 160,497 | |||
Other long-term liabilities | $ 169,226 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands | Apr. 01, 2018USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($)Business | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)Business | Dec. 31, 2018USD ($)Business | Dec. 31, 2017USD ($)Business |
Business Acquisition [Line Items] | |||||||
Purchase price | $ 81,600 | ||||||
Contingent consideration | $ 48,153 | $ 48,153 | $ 46,083 | $ 47,649 | $ 85,977 | $ 155,940 | |
Business acquisition, maximum contingent consideration | 286,200 | ||||||
Business Acquisition, Current Net Income Loss before Income Taxes | (79,165) | ||||||
Fair Value for equity portion of purchase price | 4,600 | ||||||
Cash paid for business acquisition | $ 51,389 | $ 5,171 | $ 10,582 | $ 186,014 | 59,850 | ||
Acquisitions In 2019 [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of acquired businesses | Business | 4 | ||||||
Purchase price | $ 14,016 | ||||||
Cash paid for business acquisition | 10,582 | ||||||
Contingent consideration | 2,500 | ||||||
Business combination, holdback amount | 900 | ||||||
Business acquisition, maximum contingent consideration | 10,700 | ||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 300 | ||||||
Business Acquisition, Current Revenues of Acquiree | 17,300 | ||||||
Business Acquisition, transaction costs incurred | $ 400 | ||||||
Acquisitions In 2018 [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of acquired businesses | Business | 9 | ||||||
Purchase price | $ 129,800 | ||||||
Cash paid for business acquisition | 109,800 | ||||||
Contingent consideration | 18,700 | ||||||
Business combination, holdback amount | 1,400 | ||||||
Business acquisition, maximum contingent consideration | 127,000 | ||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 45,100 | ||||||
Business Acquisition, Current Revenues of Acquiree | 29,600 | ||||||
Business Acquisition, transaction costs incurred | 2,100 | ||||||
Business Acquisition, Current Net Income Loss before Income Taxes | (79,200) | ||||||
Contingent consideration | 3,000 | ||||||
Acquisitions In 2018 [Member] | Take 5 Acquisition [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash paid for business acquisition | 76,200 | ||||||
Contingent consideration | 81,600 | ||||||
Business combination, holdback amount | 800 | ||||||
Business Acquisition, Current Net Income Loss before Income Taxes | $ (79,165) | ||||||
Fair Value for equity portion of purchase price | $ 4,600 | ||||||
Daymon Acquisition [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 87,500 | ||||||
Business Acquisition, Current Revenues of Acquiree | 47,900 | ||||||
Business Acquisition, transaction costs incurred | 2,700 | ||||||
Business Acquisition, Current Net Income Loss before Income Taxes | 10,600 | ||||||
Equity portion of purchase price | 671,100 | ||||||
Fair Value for equity portion of purchase price | 3,700,000 | ||||||
Daymon Acquisition [Member] | Class A Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Equity portion of purchase price | 636,200 | ||||||
Daymon Acquisition [Member] | Class B Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Equity portion of purchase price | $ 34,900 | ||||||
Other 2017 Acquisitions [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of acquired businesses | Business | 12 | ||||||
Purchase price | $ 239,257 | ||||||
Cash paid for business acquisition | 140,881 | ||||||
Contingent consideration | 95,000 | ||||||
Business combination, holdback amount | 3,400 | ||||||
Business acquisition, maximum contingent consideration | 206,200 | ||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 23,600 | ||||||
Business Acquisition, Current Revenues of Acquiree | 173,500 | ||||||
Business Acquisition, transaction costs incurred | $ 2,800 | ||||||
Acquisitions In 2020 [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of acquired businesses | Business | 3 | ||||||
Purchase price | $ 72,086 | ||||||
Cash paid for business acquisition | 51,389 | ||||||
Contingent consideration | 17,210 | 17,210 | |||||
Business acquisition, maximum contingent consideration | 45,800 | 45,800 | |||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 19,800 | 19,800 | |||||
Business Acquisition, Current Revenues of Acquiree | 17,800 | 44,700 | |||||
Cash paid for business acquisition | 51,389 | ||||||
Business combination, holdback amount | 3,500 | 3,500 | |||||
Business Acquisition, transaction costs incurred | $ 0 | $ 200 | |||||
Acquisitions In 2020 [Member] | Sales Revenues [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of acquired businesses | Business | 2 | ||||||
Acquisitions In 2020 [Member] | Marketing Agencies | |||||||
Business Acquisition [Line Items] | |||||||
Number of acquired businesses | Business | 1 | ||||||
UNITED STATES | Acquisitions In 2019 [Member] | Sales Revenues [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of acquired businesses | Business | 2 | ||||||
UNITED STATES | Acquisitions In 2018 [Member] | Sales Revenues [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of acquired businesses | Business | 4 | ||||||
UNITED STATES | Acquisitions In 2018 [Member] | Marketing Agencies | |||||||
Business Acquisition [Line Items] | |||||||
Number of acquired businesses | Business | 5 | ||||||
UNITED STATES | Other 2017 Acquisitions [Member] | Sales Revenues [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of acquired businesses | Business | 4 | ||||||
UNITED STATES | Other 2017 Acquisitions [Member] | Marketing Agencies | |||||||
Business Acquisition [Line Items] | |||||||
Number of acquired businesses | Business | 2 | ||||||
UNITED STATES | Other 2017 Acquisitions [Member] | Digital [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of acquired businesses | Business | 2 | ||||||
Europe [Member] | Acquisitions In 2019 [Member] | Marketing Agencies | |||||||
Business Acquisition [Line Items] | |||||||
Number of acquired businesses | Business | 2 | ||||||
Europe [Member] | Other 2017 Acquisitions [Member] | Sales Revenues [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of acquired businesses | Business | 4 |
Acquisitions - Schedule of Fair
Acquisitions - Schedule of Fair Values of Identifiable Assets and Liabilities of Acquisitions (Detail) - USD ($) $ in Thousands | Apr. 01, 2018 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Consideration: | |||||
Fair value of contingent consideration | $ 800 | ||||
Total consideration | $ 81,600 | ||||
Assets | |||||
Cash and cash equivalents | $ 1,000 | $ 1,700 | $ 90,500 | ||
Liabilities | |||||
Goodwill arising from acquisition | $ 2,153,855 | 2,116,696 | 2,106,367 | 2,676,247 | |
Acquisitions In 2019 [Member] | |||||
Consideration: | |||||
Cash | 10,582 | ||||
Holdbacks | 915 | ||||
Fair value of contingent consideration | 2,519 | ||||
Total consideration | 14,016 | ||||
Total identifiable intangible assets | 10,400 | ||||
Assets | |||||
Accounts receivable | 6,853 | ||||
Other assets | 1,390 | ||||
Identifiable intangible assets | 10,400 | ||||
Total assets | 18,643 | ||||
Liabilities | |||||
Total liabilities | 11,978 | ||||
Accounts payable | 2,138 | ||||
Accrued compensation and benefits | 2,478 | ||||
Deferred revenue | 1,258 | ||||
Long-term debt | 1,009 | ||||
Deferred income tax liabilities | 2,334 | ||||
Noncontrolling interest and other liabilities | 2,761 | ||||
Total liabilities and noncontrolling interest | 11,978 | ||||
Total identifiable net assets | 6,665 | ||||
Goodwill arising from acquisition | 7,351 | ||||
2018 Acquisitions | |||||
Consideration: | |||||
Cash | 109,784 | ||||
Holdbacks | 1,350 | ||||
Fair value of contingent consideration | 18,653 | ||||
Total consideration | 129,787 | ||||
Total identifiable intangible assets | 49,630 | ||||
Assets | |||||
Accounts receivable | 11,098 | ||||
Other assets | 652 | ||||
Property and equipment | 388 | ||||
Identifiable intangible assets | 49,630 | ||||
Total assets | 61,768 | ||||
Liabilities | |||||
Total liabilities | 8,148 | ||||
Total liabilities and noncontrolling interest | 8,148 | ||||
Total identifiable net assets | 53,620 | ||||
Goodwill arising from acquisition | $ 76,167 | ||||
2017 Acquisitions | |||||
Business Acquisition [Line Items] | |||||
Total consideration in the form of issuance of equity | 671,101 | ||||
Consideration: | |||||
Total identifiable intangible assets | 331,100 | ||||
Assets | |||||
Cash and cash equivalents | 79,624 | ||||
Accounts receivable | 187,907 | ||||
Prepaid and other current assets | 26,586 | ||||
Property and equipment | 19,562 | ||||
Identifiable intangible assets | 331,100 | ||||
Investment in unconsolidated affiliates | 7,285 | ||||
Deferred income tax assets | 2,958 | ||||
Other assets | 17,476 | ||||
Total assets | 672,498 | ||||
Liabilities | |||||
Total liabilities | 461,664 | ||||
Accounts payable | 51,086 | ||||
Accrued compensation and benefits | 73,235 | ||||
Other accrued expenses | 56,412 | ||||
Deferred revenue | 857 | ||||
Long-term debt | 207,007 | ||||
Deferred income tax liabilities | 40,867 | ||||
Noncontrolling interest and other liabilities | 32,200 | ||||
Total liabilities and noncontrolling interest | 461,664 | ||||
Total identifiable net assets | 210,834 | ||||
Goodwill arising from acquisition | 460,267 | ||||
Other 2017 Acquisitions [Member] | |||||
Consideration: | |||||
Cash | 140,881 | ||||
Holdbacks | 3,391 | ||||
Fair value of contingent consideration | 94,985 | ||||
Total consideration | 239,257 | ||||
Total identifiable intangible assets | 102,366 | ||||
Assets | |||||
Accounts receivable | 41,578 | ||||
Other assets | 22,461 | ||||
Property and equipment | 2,993 | ||||
Identifiable intangible assets | 102,366 | ||||
Total assets | 169,398 | ||||
Liabilities | |||||
Total liabilities | 58,602 | ||||
Total liabilities and noncontrolling interest | 58,602 | ||||
Total identifiable net assets | 110,796 | ||||
Goodwill arising from acquisition | 128,461 | ||||
Acquisitions In 2020 [Member] | |||||
Consideration: | |||||
Cash | 51,389 | ||||
Holdbacks | 3,487 | ||||
Fair value of contingent consideration | 17,210 | ||||
Total consideration | 72,086 | ||||
Total identifiable intangible assets | 32,610 | ||||
Assets | |||||
Accounts receivable | 2,605 | ||||
Other assets | 2,925 | ||||
Property and equipment | 321 | ||||
Identifiable intangible assets | 32,610 | ||||
Total assets | 38,461 | ||||
Liabilities | |||||
Total liabilities | 4,402 | ||||
Total liabilities and noncontrolling interest | 4,402 | ||||
Total identifiable net assets | 34,059 | ||||
Goodwill arising from acquisition | 38,027 | ||||
Customer Relationships [Member] | |||||
Consideration: | |||||
Total identifiable intangible assets | $ 32,610 | $ 7,562 | |||
Weighted Average Useful Life | 10 years | 10 years | 10 years | ||
Assets | |||||
Identifiable intangible assets | $ 32,610 | $ 7,562 | |||
Customer Relationships [Member] | 2018 Acquisitions | |||||
Consideration: | |||||
Total identifiable intangible assets | $ 45,230 | ||||
Assets | |||||
Identifiable intangible assets | $ 45,230 | ||||
Customer Relationships [Member] | 2017 Acquisitions | |||||
Consideration: | |||||
Total identifiable intangible assets | $ 235,000 | ||||
Weighted Average Useful Life | 10 years | ||||
Assets | |||||
Identifiable intangible assets | $ 235,000 | ||||
Customer Relationships [Member] | Other 2017 Acquisitions [Member] | |||||
Consideration: | |||||
Total identifiable intangible assets | $ 84,566 | ||||
Weighted Average Useful Life | 12 years | ||||
Assets | |||||
Identifiable intangible assets | $ 84,566 | ||||
Trade Names [Member] | |||||
Consideration: | |||||
Total identifiable intangible assets | $ 2,838 | ||||
Weighted Average Useful Life | 5 years | ||||
Assets | |||||
Identifiable intangible assets | $ 2,838 | ||||
Trade Names [Member] | 2017 Acquisitions | |||||
Consideration: | |||||
Total identifiable intangible assets | $ 90,000 | ||||
Weighted Average Useful Life | 10 years | ||||
Assets | |||||
Identifiable intangible assets | $ 90,000 | ||||
Trade Names [Member] | Other 2017 Acquisitions [Member] | |||||
Consideration: | |||||
Total identifiable intangible assets | $ 12,040 | ||||
Weighted Average Useful Life | 5 years | ||||
Assets | |||||
Identifiable intangible assets | $ 12,040 | ||||
Developed Technology Rights [Member] | |||||
Consideration: | |||||
Weighted Average Useful Life | 5 years | ||||
Developed Technology Rights [Member] | 2018 Acquisitions | |||||
Consideration: | |||||
Total identifiable intangible assets | $ 4,400 | ||||
Assets | |||||
Identifiable intangible assets | $ 4,400 | ||||
Developed Technology Rights [Member] | Other 2017 Acquisitions [Member] | |||||
Consideration: | |||||
Total identifiable intangible assets | $ 5,760 | ||||
Weighted Average Useful Life | 5 years | ||||
Assets | |||||
Identifiable intangible assets | $ 5,760 | ||||
Noncompete Agreements [Member] | 2017 Acquisitions | |||||
Consideration: | |||||
Total identifiable intangible assets | $ 6,100 | ||||
Weighted Average Useful Life | 5 years | ||||
Assets | |||||
Identifiable intangible assets | $ 6,100 |
Acquisitions - Weighted average
Acquisitions - Weighted average assumptions (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Measurement Input, Expected Dividend Rate [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Weighted Average Assumption | 0 |
Measurement Input, Price Volatility [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Weighted Average Assumption | 0.335 |
Measurement Input, Risk Free Interest Rate [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Weighted Average Assumption | 0.018 |
Measurement Input, Discount for Lack of Marketability [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Weighted Average Assumption | 0.100 |
Measurement Input, Expected Term [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Expected term (years) | 0 |
Acquisitions - Schedule of Supp
Acquisitions - Schedule of Supplemental Information on an Unaudited Pro Forma Basis (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Combinations [Abstract] | |||||||
Total revenues | $ 784,840 | $ 997,479 | $ 2,307,999 | $ 2,791,366 | $ 3,861,106 | $ 3,772,569 | $ 3,825,786 |
Net income (loss) attributable to stockholder of Advantage Solutions Inc. | $ 38,277 | $ 24,603 | $ (20,447) | $ (29,522) | $ (7,913) | $ (1,152,738) | $ 397,799 |
Basic earnings per share | $ 306,220 | $ 196,822 | $ (163,578) | $ (236,176) | $ (63,304) | $ (9,221,904) | $ 3,182,392 |
Diluted earnings per share | $ 306,220 | $ 196,822 | $ (163,578) | $ (236,176) | $ (63,304) | $ (9,221,904) | $ 3,182,392 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Changes in Goodwill (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Line Items] | ||||
Beginning balance | $ 2,116,696 | $ 2,106,367 | $ 2,676,247 | |
Acquisitions | 38,027 | 7,351 | 76,167 | |
Divestitures | (2,012) | |||
Measurement period adjustments | 852 | 12,169 | ||
Foreign exchange translation effects | (868) | 2,126 | (4,204) | |
Impairment Charge | 0 | (652,000) | $ 0 | |
Ending balance | 2,153,855 | 2,116,696 | 2,106,367 | 2,676,247 |
Gross carrying amount as of December 31, 2019 | 2,768,696 | |||
Accumulated impairment charge | (652,000) | |||
Sales [Member] | ||||
Goodwill [Line Items] | ||||
Beginning balance | 1,438,340 | 1,433,684 | 2,074,359 | |
Acquisitions | 24,484 | 2,948 | 14,788 | |
Measurement period adjustments | (418) | 741 | ||
Foreign exchange translation effects | (868) | 2,126 | (4,204) | |
Impairment Charge | (652,000) | |||
Ending balance | 1,461,956 | 1,438,340 | 1,433,684 | 2,074,359 |
Gross carrying amount as of December 31, 2019 | 2,090,340 | |||
Accumulated impairment charge | (652,000) | |||
Marketing Revenues [Member] | ||||
Goodwill [Line Items] | ||||
Beginning balance | 678,356 | 672,683 | 601,888 | |
Acquisitions | 13,543 | 4,403 | 61,379 | |
Divestitures | (2,012) | |||
Measurement period adjustments | 1,270 | 11,428 | ||
Ending balance | $ 691,899 | 678,356 | $ 672,683 | $ 601,888 |
Gross carrying amount as of December 31, 2019 | $ 678,356 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Acquired Intangible Assets Amortization [Line Items] | ||||
Measurement period adjustments | $ 852 | $ 12,169 | ||
Deferred income tax liabilities | $ 502,891 | 506,362 | 571,428 | |
Gain (loss) recognized related with goodwill | $ 868 | (2,126) | 4,204 | |
Goodwill Impairment | 0 | 652,000 | $ 0 | |
Intangible assets | 10,400 | 49,600 | ||
Amortization expense related to intangible assets | 189,900 | 188,800 | 149,100 | |
Assets impairment charge | 0 | 580,000 | $ 0 | |
Daymon Acquisition [Member] | ||||
Acquired Intangible Assets Amortization [Line Items] | ||||
Measurement period adjustments | $ 900 | 12,200 | ||
Other accrued expenses | 10,400 | |||
Deferred income tax liabilities | $ 1,900 | |||
Daymon Acquisition [Member] | Smollan Holdings Property Limited [Member] | South Africa [Member] | ||||
Acquired Intangible Assets Amortization [Line Items] | ||||
Minority ownership interest percentage | 25.00% | |||
Proceeds from reduction of goodwill | $ 2,000 | |||
Gain (loss) recognized related with goodwill | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-Lived and Indefinite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying | $ 4,069,896 | $ 4,037,677 | $ 4,024,729 |
Finite-lived intangible assets, gross carrying | 2,589,896 | 2,557,677 | 2,544,729 |
Accumulated amortization | 1,000,431 | 857,081 | 666,373 |
Accumulated impairment charge | 580,000 | 580,000 | 580,000 |
Finite-lived intangible assets, Net Carrying Value | 1,589,465 | 1,700,596 | 1,878,356 |
Net carrying value | $ 2,489,465 | $ 2,600,596 | $ 2,778,356 |
Client Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Useful Life | 14 years | 14 years | 14 years |
Finite-lived intangible assets, gross carrying | $ 2,440,404 | $ 2,408,573 | $ 2,398,544 |
Accumulated amortization | 929,243 | 798,153 | 626,387 |
Finite-lived intangible assets, Net Carrying Value | $ 1,511,161 | $ 1,610,420 | $ 1,772,157 |
Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Useful Life | 8 years | 8 years | 8 years |
Finite-lived intangible assets, gross carrying | $ 133,232 | $ 132,844 | $ 129,925 |
Accumulated amortization | 62,306 | 52,485 | 36,743 |
Finite-lived intangible assets, Net Carrying Value | $ 70,926 | $ 80,359 | $ 93,182 |
Developed Technology Rights [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Useful Life | 5 years | 5 years | 5 years |
Finite-lived intangible assets, gross carrying | $ 10,160 | $ 10,160 | $ 10,160 |
Accumulated amortization | 5,481 | 3,957 | 1,925 |
Finite-lived intangible assets, Net Carrying Value | $ 4,679 | $ 6,203 | $ 8,235 |
Covenant Not To Compete [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Useful Life | 5 years | 5 years | 5 years |
Finite-lived intangible assets, gross carrying | $ 6,100 | $ 6,100 | $ 6,100 |
Accumulated amortization | 3,401 | 2,486 | 1,318 |
Finite-lived intangible assets, Net Carrying Value | 2,699 | 3,614 | 4,782 |
Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible, gross carrying | 1,480,000 | 1,480,000 | 1,480,000 |
Indefinite-lived intangible, accumulated amortization | 0 | 0 | 0 |
Indefinite-lived intangible, accumulated impairment Charge | 580,000 | 580,000 | 580,000 |
Indefinite-lived intangible, net carrying value | $ 900,000 | $ 900,000 | $ 900,000 |
Goodwill and Intangibles - Sche
Goodwill and Intangibles - Schedule of Future Amortization Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
The remainder of 2020 | $ 47,784 | ||
Finite-Lived Intangible Asset, Expected Amortization, Year One | 190,783 | $ 188,007 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 188,246 | 187,456 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 184,713 | 184,961 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 183,761 | 181,462 | |
Thereafter | 794,178 | 958,710 | |
Finite-lived intangible assets, Net Carrying Value | $ 1,589,465 | $ 1,700,596 | $ 1,878,356 |
Prepaid and Other Assets - Sche
Prepaid and Other Assets - Schedule of prepaid and other current assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Prepaid Expense and Other Assets [Abstract] | |||
Prepaid expenses | $ 25,136 | $ 24,494 | |
Inventory | 25,163 | 13,099 | |
Miscellaneous receivables | 9,500 | 13,241 | |
Workers' compensation receivables | 1,109 | 1,202 | |
Taxes | 326 | 20,125 | |
Market production costs | 305 | 3,397 | |
Other current assets | 7,881 | 6,261 | |
Total prepaid expenses and other current assets | $ 125,409 | $ 69,420 | $ 81,819 |
Prepaid and Other Assets - Sc_2
Prepaid and Other Assets - Schedule of other Noncurrent assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Other Assets, Noncurrent [Abstract] | |||
Operating lease right-of-use assets | $ 41,900 | $ 93,924 | |
Deposits | 8,364 | $ 9,200 | |
Contingent consideration related to South Africa divestiture | 6,120 | 4,986 | |
Workers' compensation receivable | 5,583 | 6,010 | |
Other long-term assets | 2,556 | 5,440 | |
Total other assets | $ 76,348 | $ 116,547 | $ 25,636 |
Property and Equipment - Schedu
Property and Equipment - Schedule of property and equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 286,515 | $ 242,262 | |
Less: accumulated depreciation | (171,825) | (134,140) | |
Total property and equipment, net | $ 85,069 | 114,690 | 108,122 |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 126,796 | 108,575 | |
Computer hardware and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 76,558 | 72,905 | |
Leasehold Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 54,293 | 39,666 | |
Furniture, fixtures, and other | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 28,868 | $ 21,116 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 42.7 | $ 36.4 | $ 30.9 |
Other Liabilities - Schedule Of
Other Liabilities - Schedule Of Other Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Other Liabilities [Abstract] | |||
Operating lease liability | $ 34,072 | ||
Contingent consideration | 24,502 | $ 46,191 | |
Client refunds related to the Take 5 Matter | 14,946 | 18,709 | |
Payable related to settlement of contingent consideration | 9,385 | ||
Employee insurance reserves | 9,418 | 9,477 | |
Client deposits | 8,674 | 14,106 | |
Rebates due to retailers | 6,979 | 7,634 | |
Taxes | 6,342 | 8,130 | |
Holdbacks | 2,630 | 3,174 | |
Restructuring charges | 2,615 | 6,024 | |
Interest rate cap and accrued interest payable | 1,520 | 3,703 | |
Other accrued expenses | 7,752 | 9,876 | |
Total other accrued expenses | $ 110,314 | $ 128,835 | $ 127,024 |
Other Liabilities - Schedule _2
Other Liabilities - Schedule Of Other Long Term Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Other Liabilities [Abstract] | |||
Operating lease liability | $ 84,902 | ||
Contingent consideration | 23,147 | $ 39,786 | |
Workers' compensation and other insurance reserves | 29,718 | 37,705 | |
Interest rate cap | 2,294 | 1,160 | |
Holdbacks | 926 | 850 | |
Taxes | 525 | 8,129 | |
Deferred rent | 8,966 | ||
Other long-term liabilities | 4,785 | 7,264 | |
Total other long-term liabilities | $ 148,396 | $ 146,297 | $ 103,860 |
Other Liabilities - Additional
Other Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Sep. 30, 2020 | Apr. 27, 2020 | Dec. 31, 2018 | |
Other Liabilities [Line Items] | ||||
Accrued compensation and benefits | $ 136,645 | $ 157,436 | $ 116,058 | |
Long term liabilities | 146,297 | 148,396 | 103,860 | |
Letters of Credit | $ 200,000 | |||
Fair value adjustment loss | 2,300 | |||
Maximum potential payment outcomes | 286,200 | |||
Other accrued expenses | 128,835 | $ 110,314 | 127,024 | |
Surety Bond [Member] | ||||
Other Liabilities [Line Items] | ||||
liabilities for unpaid claims and adjustments expense | 500 | |||
Letter of Credit [Member] | ||||
Other Liabilities [Line Items] | ||||
Letters of Credit | 63,500 | 44,000 | ||
Unsecured Loan [Member] | ||||
Other Liabilities [Line Items] | ||||
Other accrued expenses | 9,400 | |||
Worker's Compensation Programs [Member] | ||||
Other Liabilities [Line Items] | ||||
Unpaid liability | 55,900 | 58,700 | ||
Accrued compensation and benefits | 26,200 | 21,000 | ||
Long term liabilities | $ 29,700 | $ 37,700 |
Other Liabilities - Summary Of
Other Liabilities - Summary Of The Changes in The Carrying Value Of Estimated Contingent Consideration Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Other Liabilities [Abstract] | ||
Beginning of the period | $ 85,977 | $ 155,940 |
Fair value of acquisitions | 2,519 | 18,653 |
Payments | (37,100) | (40,292) |
Note issuance for settlement | (9,385) | |
Changes in fair value | 6,064 | (45,662) |
Foreign exchange translation effects | (426) | (2,662) |
End of the period | $ 47,649 | $ 85,977 |
Debt - Summary of Long term Deb
Debt - Summary of Long term Debt, Net of Current Portion (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Line Items] | |||
Debt carrying amount | $ 3,331,483 | $ 3,229,582 | $ 3,254,543 |
Less: current portion | 26,170 | 27,655 | 26,348 |
Less: debt issuance costs | 17,964 | 29,840 | 46,730 |
Long-term debt, net of current portion | 3,287,349 | 3,172,087 | 3,181,465 |
First Lien Term Loan | |||
Debt Disclosure [Line Items] | |||
Debt carrying amount | 2,448,123 | 2,467,529 | 2,493,404 |
Second Lien Term Loan | |||
Debt Disclosure [Line Items] | |||
Debt carrying amount | 760,000 | 760,000 | 760,000 |
Notes Payable And Deferred Obligations [Member] | |||
Debt Disclosure [Line Items] | |||
Debt carrying amount | 3,360 | $ 2,053 | $ 1,139 |
Account Receivable Securitization Facility [Member] | |||
Debt Disclosure [Line Items] | |||
Debt carrying amount | $ 120,000 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Oct. 28, 2020USD ($) | Apr. 27, 2020USD ($) | Feb. 21, 2018USD ($) | May 31, 2020USD ($) | Mar. 31, 2020USD ($) | Feb. 28, 2018USD ($) | Apr. 30, 2015USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | May 31, 2017USD ($) | May 25, 2020USD ($) | Apr. 30, 2020USD ($) | Dec. 18, 2017USD ($) | Jul. 25, 2014USD ($) |
Debt Disclosure [Line Items] | |||||||||||||||||||
Repayments of Lines of Credit | $ 106,153,000 | $ 10,085,000 | $ 19,697,000 | $ 30,000,000 | $ 110,000,000 | ||||||||||||||
Proceeds from lines of credit | 104,918,000 | $ 9,964,000 | $ 20,070,000 | 30,000,000 | 90,000,000 | ||||||||||||||
Net leverage ratio | 4.50 | 4.50 | |||||||||||||||||
Percentage Of Net Cash Proceeds From Non Ordinary Asset Sales Casualty And Condemnation Events That Must Be Used To Prepay Outstanding Term Loan If Not Reinvested In Business | 100.00% | ||||||||||||||||||
Amortization of deferred debt issuance costs | $ 16,900,000 | 15,300,000 | $ 13,200,000 | ||||||||||||||||
Debt issuance costs | $ 103,200,000 | 103,200,000 | 103,200,000 | ||||||||||||||||
Debt issuance costs less accumulated amortization | 73,300,000 | 73,300,000 | 56,500,000 | ||||||||||||||||
Borrowing base | $ 200,000,000 | ||||||||||||||||||
Proceeds from accounts receivable | $ 120,000,000 | 120,000,000 | |||||||||||||||||
Repayments of accounts receivable | $ 120,000,000 | ||||||||||||||||||
Aggregate principal amount | $ 3,331,483,000 | 3,229,582,000 | $ 3,331,483,000 | $ 3,229,582,000 | 3,254,543,000 | ||||||||||||||
Revolving Credit Facility | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Commitment fee percentage | 0.50% | ||||||||||||||||||
Line of credit facility, remaining borrowing capacity | 0 | $ 0 | 0 | ||||||||||||||||
Line of credit facility, average outstanding amount | $ 30,000,000 | 105,000,000 | |||||||||||||||||
Borrowing base | 775,000,000 | ||||||||||||||||||
Letter of Credit [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Commitment fee percentage | 0.375% | ||||||||||||||||||
Line of credit facility, remaining borrowing capacity | 63,500,000 | $ 63,500,000 | 44,000,000 | ||||||||||||||||
Borrowing base | $ 63,500,000 | $ 63,500,000 | 44,000,000 | ||||||||||||||||
First Lien Term Loan | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument, maturity date | Jul. 23, 2021 | ||||||||||||||||||
Borrowing base | 2,500,000,000 | $ 2,500,000,000 | |||||||||||||||||
Second Lien Term Loan | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument, maturity date | Jul. 25, 2021 | ||||||||||||||||||
Borrowing base | 760,000,000 | $ 760,000,000 | |||||||||||||||||
Senior Secured Notes | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 1,325,000,000 | ||||||||||||||||||
Term Loan Facility [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 400,000,000 | ||||||||||||||||||
2014 Topco Acquisition | Revolving Credit Facility | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 200,000,000 | ||||||||||||||||||
Debt instrument, maturity date | Jul. 25, 2019 | ||||||||||||||||||
Debt Instrument, Covenant Description | Covenants.The Revolving Credit Facility has a "springing" financial maintenance covenant. If, at the end of any fiscal quarter, the Borrower has used more than 30% of the Revolving Credit Facility commitments (excluding letters of credit), then the Borrower must demonstrate that its first lien net leverage ratio is equal to or less than 8.251.00 for the twelve-month period ended as of such fiscal quarter. If the financial covenant is required to be tested and cannot be met, the Borrower has a customary right to "cure" the default with the proceeds of a specified capital contribution (if made available to the Borrower by its parent entity or that entity's equity holders), which is treated as EBITDA for purposes of demonstrating compliance with the financial covenant. | ||||||||||||||||||
Debt instrument, covenant compliance | The Borrower was in compliance with the financial covenant as of December 31, 2019 and 2018, regardless of whether the covenant was required to be tested. | ||||||||||||||||||
2014 Topco Acquisition | Incremental First Lien Term Loans [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument, maturity date | Apr. 23, 2021 | ||||||||||||||||||
2014 Topco Acquisition | Initial First Lien Term Loans [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 1,800,000,000 | ||||||||||||||||||
Repayments of Lines of Credit | $ 25,900,000 | $ 25,900,000 | |||||||||||||||||
Proceeds from lines of credit | $ 350 | $ 150 | $ 225 | ||||||||||||||||
Debt instrument, maturity date | Apr. 23, 2021 | Jul. 23, 2021 | |||||||||||||||||
Debt amortization per annum | 1.00% | 1.00% | |||||||||||||||||
Debt instrument, redemption price,percentage of excess cashflow | 50.00% | ||||||||||||||||||
Repayment of debt | $ 20,000,000 | ||||||||||||||||||
Effective interest rate | 5.53% | 5.53% | 5.25% | ||||||||||||||||
2014 Topco Acquisition | Second Lien Term Loans [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument, maturity date | Jul. 25, 2022 | ||||||||||||||||||
Amortization payment | $ 6,500,000 | ||||||||||||||||||
Effective interest rate | 8.78% | 8.78% | 8.48% | ||||||||||||||||
Second Lien Term Loans [Member] | 2014 Topco Acquisition | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Net leverage ratio | 6 | 6 | |||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument fee | Interest and Fees. Interest on the credit facilities accrues at a floating rate. For each borrowing and interest period, the Borrower has the right to choose either a base rate or Eurodollar rate of interest. The base rate is, as of any date, the highest of (a) the federal funds rate plus 0.5%, (b) Bank of America’s “prime rate” and (c) the Eurodollar rate for an interest period of one month plus 1.00%. The Eurodollar rate is, for a specified interest period of one, two, three, six, or twelve months, the rate equal to the ICE London InterBank Offered Rate (“LIBOR Rate”) determined two business days prior to the start of the applicable interest period, further adjusted for statutory reserves. The base rate and Eurodollar rate for term loans are each subject to a “floor” of 2.00% and 1.00%, respectively. Base rate interest is payable at the end of each quarter, and Eurodollar rate interest is payable at the end of the applicable interest period or, if more than three months, every three months. If a Eurodollar rate loan is prepaid or converted to base rate prior to the end of the applicable interest period, the Borrower may be liable for customary “breakage” costs. Both base rate loans and Eurodollar rate loans accrue interest at the applicable rate plus a margin, as follows: • for the Revolving Credit Facility, there is a pricing grid based on first lien net leverage where the base rate margins range between 2.25% to 1.75% and the Eurodollar rate margins range between 3.25% and 2.75%, with the margin determined based on whether the Borrower is above or below a leverage ratio of 4.50:1.00 or 4.00:1.00; • for First Lien Term Loans, the base rate margin is 2.25% and the Eurodollar rate margin is 3.25%; and • for Second Lien Term Loans, the base rate margin is 5.50% and the Eurodollar rate margin is 6.50%. | ||||||||||||||||||
Maximum [Member] | 2014 Topco Acquisition | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Percentage of public offering used to pay expenses, per annum | 6.00% | ||||||||||||||||||
Maximum [Member] | 2014 Topco Acquisition | Initial First Lien Term Loans [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument, redemption price,percentage of excess cashflow | 0.00% | ||||||||||||||||||
Net leverage ratio | 3.75 | 3.75 | |||||||||||||||||
Minimum [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Percentage of minimum funding threshold | 60.00% | ||||||||||||||||||
Minimum [Member] | 2014 Topco Acquisition | Initial First Lien Term Loans [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument, redemption price,percentage of excess cashflow | 25.00% | ||||||||||||||||||
Net leverage ratio | 4.50 | 4.50 | |||||||||||||||||
JAPAN | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Aggregate principal amount | $ 2,800,000 | ||||||||||||||||||
Interest rate payable | 1.82% | ||||||||||||||||||
Loan maturity date | May 27, 2029 | ||||||||||||||||||
Base Rate [Member] | 2014 Topco Acquisition | Initial First Lien Term Loans [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.25% | ||||||||||||||||||
Base Rate [Member] | Second Lien Term Loans [Member] | 2014 Topco Acquisition | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 5.50% | ||||||||||||||||||
Base Rate [Member] | Maximum [Member] | 2014 Topco Acquisition | Revolving Credit Facility | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.25% | ||||||||||||||||||
Base Rate [Member] | Minimum [Member] | 2014 Topco Acquisition | Revolving Credit Facility | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||||||||||||||
Eurodollar [Member] | 2014 Topco Acquisition | Initial First Lien Term Loans [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 3.25% | ||||||||||||||||||
Eurodollar [Member] | Second Lien Term Loans [Member] | 2014 Topco Acquisition | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 6.50% | ||||||||||||||||||
Eurodollar [Member] | Maximum [Member] | 2014 Topco Acquisition | Revolving Credit Facility | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 3.25% | ||||||||||||||||||
Net leverage ratio | 4.50 | 4.50 | |||||||||||||||||
Eurodollar [Member] | Minimum [Member] | 2014 Topco Acquisition | Revolving Credit Facility | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.75% | ||||||||||||||||||
Net leverage ratio | 4 | 4 | |||||||||||||||||
Delayed Draw Term Loans [Member] | 2014 Topco Acquisition | Initial First Lien Term Loans [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 60,000,000,000 | ||||||||||||||||||
Letter of Credit [Member] | 2014 Topco Acquisition | Revolving Credit Facility | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 75,000,000 | ||||||||||||||||||
Daymon Credit Agreement [Member] | Daymon Acquisition [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Fair value of credit agrement | $ 207,000,000 | $ 207,000,000 | |||||||||||||||||
Discount on outstanding balances | $ 2,600,000 | ||||||||||||||||||
Daymon Credit Agreement [Member] | Daymon Acquisition [Member] | Term Loan Credit Facility [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 100,000,000 | 100,000,000 | |||||||||||||||||
Daymon Credit Agreement [Member] | Daymon Acquisition [Member] | Revolving Credit Facility | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 125,000,000 | $ 125,000,000 | |||||||||||||||||
Daymon Credit Agreement [Member] | Daymon Acquisition [Member] | Incremental First Lien Term Loans [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Aggregate principal amount | $ 350,000,000 | ||||||||||||||||||
Repayments of Lines of Credit | $ 205,100,000 | ||||||||||||||||||
Daymon Credit Agreement [Member] | Maximum [Member] | Daymon Acquisition [Member] | Incremental First Lien Term Loans [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 3.25% | ||||||||||||||||||
Daymon Credit Agreement [Member] | Minimum [Member] | Daymon Acquisition [Member] | Incremental First Lien Term Loans [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.25% | ||||||||||||||||||
Second Lien Term Loans [Member] | 2014 Topco Acquisition | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 760,000,000 | ||||||||||||||||||
First Lien Term Loan | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument, maturity date | Jul. 31, 2021 | ||||||||||||||||||
Amortization payment | 25,900,000 | ||||||||||||||||||
Aggregate principal amount | 2,448,123,000 | $ 2,467,529,000 | 2,448,123,000 | $ 2,467,529,000 | $ 2,493,404,000 | ||||||||||||||
First Lien Term Loan | Minimum [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Amortization payment | 6,500,000 | 19,400,000 | |||||||||||||||||
Revolving Credit Facility | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Increased borrowing capacity | $ 80,000,000 | $ 80,000,000 | |||||||||||||||||
Account Receivable Securitization Facility [Member] | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Aggregate principal amount | $ 120,000,000 | $ 120,000,000 | |||||||||||||||||
Account Receivable Securitization Facility [Member] | Revolving Credit Facility | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 300,000,000 |
Debt - Summary of Future Minimu
Debt - Summary of Future Minimum Principal Payments on Long-term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
The remainder of 2020 | $ 6,737 | |
2020 | 2,441,702 | $ 27,655 |
2021 | 760,039 | 2,441,707 |
2022 | 120,043 | 760,047 |
2023 | 24 | 43 |
2024 | 23 | |
Thereafter | 2,938 | |
Thereafter | 107 | |
Total future minimum principal payments | $ 3,331,483 | $ 3,229,582 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Leases [Abstract] | |||
Total opearting lease costs | $ 53.5 | ||
Variable lease costs | 8.5 | ||
Total operating lease expense | $ 48.7 | $ 39 | |
Operating lease agreements, additional area leased | $ 8.4 |
Leases - Schedule of Present Va
Leases - Schedule of Present Value of Lease Payments for Remaining Lease Term (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets | ||
Operating lease right-of-use assets | $ 41,900 | $ 93,924 |
Liabilities | ||
Current operating lease liabilities | 34,072 | |
Noncurrent operating lease liabilities | 84,902 | |
Total leased liabilities | $ 40,100 | 118,974 |
Other Assets [Member] | ||
Assets | ||
Operating lease right-of-use assets | 93,924 | |
Other Accrued Expenses [Member] | ||
Liabilities | ||
Current operating lease liabilities | 34,072 | |
Other Noncurrent Liabilities [Member] | ||
Liabilities | ||
Noncurrent operating lease liabilities | $ 84,902 |
Leases - Schedule of Right-of-u
Leases - Schedule of Right-of-use Assets and Related Lease Liabilities (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for operating lease liabilities | $ 32,229 |
Right-of-use assets obtained in exchange for new operating lease obligations | $ 40,536 |
Weighted-average remaining lease term | 4 years 4 months 24 days |
Weighted-average discount rate | 10.00% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of lease liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 | $ 43,673 | |
2021 | 33,436 | |
2022 | 23,293 | |
2023 | 16,828 | |
2024 | 12,516 | |
Thereafter | 16,656 | |
Total lease payments | 146,402 | |
Less imputed interest | (27,428) | |
Present value of lease liabilities | $ 40,100 | $ 118,974 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Obligation under Lease Commitments (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 43,912 |
2020 | 33,547 |
2021 | 23,219 |
2022 | 15,603 |
2023 | 10,342 |
Thereafter | 16,364 |
Total lease payments | $ 142,987 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments - Additional Information (Detail) $ in Thousands, € in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2020EUR (€) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||||||
Contingent consideration liabilities, maximum potential payment outcomes | $ 48,153 | $ 46,083 | $ 48,153 | $ 46,083 | $ 47,649 | $ 85,977 | $ 155,940 | |
Maximum [Member] | ||||||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||||||
Contingent consideration liabilities, maximum potential payment outcomes | $ 302,400 | $ 302,400 | ||||||
Selling, General and Administrative Expenses [Member] | ||||||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||||||
Gain from fair value adjustment | 800 | |||||||
Interest expense, net | ||||||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||||||
Present value accretions | 3,800 | $ 8,800 | 7,700 | |||||
Change in fair value due to present value accretion | $ 400 | |||||||
Forward Contracts [Member] | ||||||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||||||
Number of open Euro forward contracts | 3 | 3 | 0 | 0 | ||||
Gain (loss) related to changes in fair values of the forward contracts | € | € 2.6 | |||||||
Forward Contracts [Member] | Selling, General and Administrative Expenses [Member] | ||||||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||||||
Gain (loss) related to changes in fair values of the forward contracts | $ 400 | (500) | $ 500 | (500) | $ (400) | $ (1,000) | 1,400 | |
Contingent Consideration Liabilities [Member] | Selling, General and Administrative Expenses [Member] | ||||||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||||||
Gain (loss) related to changes in fair values of the forward contracts | 2,300 | 54,500 | 13,000 | |||||
Interest Rate Cap [Member] | ||||||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||||||
Derivative, notional amount | 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 3,200,000 | ||||
Derivative, maturity dates | Jan. 24, 2020 | Jan. 24, 2020 | Jan. 24, 2022 | Jan. 24, 2020 | ||||
Aggregate fair value of outstanding interest rate caps | $ 2,200 | $ 2,200 | $ 3,300 | $ 4,200 | ||||
Interest expense | $ 100 | $ 100 | $ 2,500 | $ 2,700 | $ 3,900 | $ 1,500 | ||
Interest Rate Cap [Member] | Minimum [Member] | ||||||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||||||
Derivative, cap interest rate | 3.25% | 3.25% | 3.25% | 3.00% | ||||
Interest Rate Cap [Member] | Maximum [Member] | ||||||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||||||
Derivative, cap interest rate | 3.50% | 3.50% | 3.50% | 3.50% | ||||
Other Accrued Expenses [Member] | Interest Rate Cap [Member] | ||||||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||||||
Fair value of outstanding interest rate caps | $ 1,000 | $ 1,000 | $ 1,000 | $ 3,000 | ||||
Other Noncurrent Liabilities [Member] | Interest Rate Cap [Member] | ||||||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||||||
Fair value of outstanding interest rate caps | $ 1,300 | $ 1,300 | $ 2,300 | $ 1,200 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Changes in Carrying Value of Estimated Contingent Consideration (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Business Acquisition, Contingent Consideration [Line Items] | |||
Beginning of the period | $ 6,120 | $ 4,986 | $ 4,986 |
End of the period | 6,120 | ||
Beginning of the period | 47,649 | 85,977 | 85,977 |
Fair value of acquisitions | 17,210 | ||
Payments | (14,074) | (46,485) | |
Note issuance for settlements | (6,194) | ||
Changes in fair value | 4,162 | 7,779 | |
Foreign exchange translation effects | (600) | (1,188) | |
End of the period | 48,153 | 46,083 | 47,649 |
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Beginning of the period | $ 6,120 | $ 4,986 | 4,986 |
Changes in fair value | 1,134 | ||
End of the period | $ 6,120 |
Carrying and Fair Value of Fina
Carrying and Fair Value of Financial Instruments - Summary of Financial Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying Value | $ 3,331,483 | $ 3,229,582 | $ 3,254,543 |
First Lien Term Loan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying Value | 2,448,123 | 2,467,529 | 2,493,404 |
Second Lien Term Loan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying Value | 760,000 | 760,000 | 760,000 |
Account Receivable Securitization Facility [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying Value | 120,000 | ||
Notes Payable And Deferred Obligations [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying Value | 3,360 | 2,053 | 1,139 |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value | 3,216,386 | 3,149,061 | 3,143,989 |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | First Lien Term Loan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value | 2,371,938 | 2,413,663 | 2,405,635 |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Second Lien Term Loan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value | 721,088 | 733,526 | 737,108 |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Account Receivable Securitization Facility [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value | 120,000 | ||
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Notes Payable And Deferred Obligations [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value | $ 3,360 | $ 1,872 | $ 1,246 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment, carrying value | $ 111,663 | $ 106,307 | $ 113,804 | |
Cost of Sales [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment, income | $ 4,900 | 4,800 | $ 3,200 | |
Japanese Supermarket Chain [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment ownership percentage | 9.90% | |||
Equity method investment, carrying value | $ 7,500 | |||
Global Smollan Holdings [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment ownership percentage | 25.00% | |||
Smollan Holding Proprietary Limited [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment ownership percentage | 25.00% | |||
Partnership SPV1 Limited [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment ownership percentage | 12.50% | |||
Ceuta Holding Limited [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment ownership percentage | 8.80% | |||
Significant Equity Investments [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment, carrying value | $ 104,100 | $ 98,800 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2014 | Dec. 31, 2016 | |
Vesting Period | 4 years | ||||
Selling, General and Administrative Expenses [Member] | |||||
Compensation expense | $ 1,300,000 | $ 5,600,000 | |||
Equity-based compensation gain (loss) | $ 8,200,000 | ||||
Share-based Payment Arrangement, Tranche One [Member] | |||||
Vesting percentage | 75.00% | ||||
Common Series D Units [Member] | |||||
Equity-based Compensation, units issued | 0 | 0 | 0 | 30,000 | |
Vesting Period | 5 years | ||||
Equity-based Compensation, grant date fair value | $ 300 | $ 300 | $ 300 | ||
Equity-based Compensation, fair value end of measurement period | $ 184 | $ 165 | $ 638 | ||
Equity-based compensation, number of units outstanding | 30,000 | ||||
Common Series C Units [Member] | |||||
Equity-based Compensation, units issued | 21,953 | 10,830 | 37,641 | ||
Description of vesting rights | As the result of an amendment and restatement of the Limited Partnership Agreement, on March 15, 2018, 75% of all Common Series C Units awards are subject to vesting over four fiscal years from their respective issuance date. The remaining 25% of the units vest if and when Topco's private equity sponsors as of the date of the 2014 Topco Acquisition realize a pre-tax internal rate of return of 20% compounded annually with respect to the Common Series A Units of Topco held by such sponsors. | ||||
Compensation expense | $ 0 | $ 0 | $ 0 | ||
Equity-based Compensation, grant date fair value | $ 37.90 | $ 167.40 | $ 256 | ||
Equity-based compensation, number of units outstanding | 174,190 | 156,975 | 150,906 | 126,673 | |
Common Series C Units [Member] | If a vesting exit event had become probable in 2019 | |||||
Compensation expense | $ 18,800,000 | ||||
Common Series C Units [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||
Vesting percentage | 75.00% | ||||
Vesting Period | 4 years | ||||
Common Series C Units [Member] | Share-based Payment Arrangement, Tranche Two [Member] | 2014 Topco Acquisition | |||||
Vesting percentage | 25.00% | ||||
Common Series C Units [Member] | Share-based Payment Arrangement, Tranche Three [Member] | Daymon Acquisition [Member] | |||||
Vesting Period | 4 years | ||||
Common Series C-2 Units [Member] | |||||
Equity-based Compensation, units issued | 1,425 | 34,275 | |||
Compensation expense | $ 0 | $ 0 | $ 0 | ||
Equity-based Compensation, grant date fair value | $ 284 | $ 625.99 | |||
Equity-based compensation, number of units outstanding | 33,400 | 33,525 | |||
Common Series C-2 Units [Member] | 2014 Topco Acquisition | |||||
Equity-based Compensation, units authorized | 35,000 | ||||
Common Series C-2 Units [Member] | If a vesting exit event had become probable in 2019 | |||||
Compensation expense | $ 11,100,000 |
Equity based compensation - Sch
Equity based compensation - Schedule Of Weighted Average Assumptions (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Common Series C Units [Member] | |||
Grant date fair value | $ 37.90 | $ 167.40 | $ 256 |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 41.20% | 36.00% | 39.70% |
Risk-free interest rate | 2.50% | 2.30% | 1.60% |
Lack of marketability discount | 31.30% | 29.20% | 28.20% |
Expected term (years) | 1 year | 1 year | 2 years |
Common Series C-2 Units [Member] | |||
Grant date fair value | $ 284 | $ 625.99 | |
Dividend yield | 0.00% | 0.00% | |
Yield Test Probability | 39.00% | 97.10% | |
Cost of Equity Capital | 11.10% | 12.30% | |
Expected term (years) | 2 years | 3 years |
Equity-Based Compensation - Sha
Equity-Based Compensation - Share-based Compensation, Activity (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Common Series C Units [Member] | |||
Beginning of the period | 156,975 | 150,906 | 126,673 |
Grants | 21,953 | 10,830 | 37,641 |
Forfeitures | (4,738) | (4,416) | (11,563) |
Repurchases | (345) | (1,845) | |
End of the period | 174,190 | 156,975 | 150,906 |
Common Series C-2 Units [Member] | |||
Beginning of the period | 33,525 | ||
Grants | 1,425 | 34,275 | |
Forfeitures | (1,550) | (750) | |
End of the period | 33,400 | 33,525 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Assumptions Used (Detail) - Common Series D Units [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Grant date fair value | $ 300 | $ 300 | $ 300 |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 44.00% | 40.00% | 35.00% |
Risk-free interest rate | 1.60% | 2.60% | 1.90% |
Lack of marketability discount | 26.00% | 25.00% | 20.00% |
Expected term (years) | 1 year | 1 year | 2 years |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Postemployment Benefits [Abstract] | |||
Company sponsors 401(k) plans contribution | $ 13.9 | $ 13.2 | $ 7.9 |
Restructuring Charges - additio
Restructuring Charges - additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring charges | $ 2,615 | $ 6,104 | $ 13,257 |
Other Accrued Expenses [Member] | |||
Restructuring charges | 2,600 | 6,000 | |
Other Noncurrent Liabilities [Member] | |||
Restructuring charges | 100 | ||
Selling, General and Administrative Expenses [Member] | |||
Severance expenses | $ 2,300 | $ 7,900 | $ 6,400 |
Restructuring Charges - Schedul
Restructuring Charges - Schedule Of Restructuring activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Beginning Balance | $ 6,104 | $ 13,257 |
Charges | 5,385 | 12,465 |
Payments/utilization | (8,874) | (18,703) |
Foreign exchange translation effects | (915) | |
Ending Balance | 2,615 | 6,104 |
Employee Severance [Member] | ||
Beginning Balance | 3,450 | 13,257 |
Charges | 2,271 | 7,901 |
Payments/utilization | (4,398) | (16,841) |
Foreign exchange translation effects | (867) | |
Ending Balance | 1,323 | 3,450 |
Facility Costs And Other [Member] | ||
Beginning Balance | 2,654 | |
Charges | 3,114 | 4,564 |
Payments/utilization | (4,476) | (1,862) |
Foreign exchange translation effects | (48) | |
Ending Balance | $ 1,292 | $ 2,654 |
Income Tax - Schedule of geogra
Income Tax - Schedule of geographic components of (loss) income before income taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Line Items] | |||
(Loss) income before income taxes | $ (18,403) | $ (1,319,557) | $ 29,236 |
U.S. [Member] | |||
Income Tax Disclosure [Line Items] | |||
(Loss) income before income taxes | (32,893) | (1,347,770) | 13,605 |
Foreign [Member] | |||
Income Tax Disclosure [Line Items] | |||
(Loss) income before income taxes | $ 14,490 | $ 28,213 | $ 15,631 |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Line Items] | |||||||
Federal statutory rate | 21.00% | 21.00% | 21.00% | 21.00% | 35.00% | ||
Cash and cash equivalents | $ 486,396 | $ 486,396 | $ 184,224 | $ 141,590 | $ 186,706 | ||
Deferred tax liabilities | 506,135 | 571,369 | |||||
Undistributed foreign earnings | 65,200 | ||||||
Valuation allowance | $ 5,570 | $ 5,026 | |||||
Net operating loss carryforwards, description | The federal and state NOLs expire between 2035 and 2037, $4.1 million of the foreign NOLs expire between 2024 and 2029 and the remaining $18.1 million of the foreign NOLs carry forward indefinitely. | The federal and state NOLs expire between 2035 and 2037, $3.6 million of the foreign NOLs expire between 2019 and 2027 and the remaining $17.4 million of the foreign NOLs carry forward indefinitely. | |||||
Effective income tax rates | 9.00% | (21.10%) | 27.60% | 11.00% | (7.40%) | 12.80% | (1227.30%) |
Income tax description | The CARES Act permits employers to defer the payments of the employer share of social security taxes due for the period beginning March 27, 2020 and ending December 31, 2020. Of the amounts deferred, 50% are required to be paid by December 31, 2021 and the remaining 50% are required to be paid by December 31, 2022. | ||||||
Other Long Term Liabilites [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Deferred tax liabilities | $ 30,800 | $ 30,800 | |||||
U.S. [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Net operating loss carry forwards | $ 6,800 | $ 8,200 | |||||
State and Local Jurisdiction [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Net operating loss carry forwards | 8,300 | 8,300 | |||||
Foreign [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Net operating loss carry forwards | 22,200 | 21,000 | |||||
Foreign Subsidiaries [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Cash and cash equivalents | 59,300 | 42,500 | |||||
Undistributed earnings | 92,600 | $ 76,400 | |||||
Deferred tax liabilities | $ 1,100 |
Segments and Geographic Informa
Segments and Geographic Information - Summary Of Revenue And Operating Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||
Revenues | $ 784,345 | $ 981,682 | $ 2,305,284 | $ 2,772,187 | $ 3,785,063 | $ 3,707,628 | $ 2,416,927 |
Depreciation and amortization | 58,556 | 57,872 | 177,513 | 174,424 | 232,573 | 225,233 | 179,990 |
Operating income | 88,571 | 76,525 | 120,012 | 139,636 | 213,674 | (1,089,914) | 208,802 |
Sales [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 542,062 | 503,335 | 1,510,099 | 1,434,868 | 1,954,705 | 1,857,004 | 1,588,444 |
Depreciation and amortization | 41,978 | 40,273 | 127,319 | 120,760 | 161,563 | 157,098 | 139,634 |
Operating income | 60,205 | 48,077 | 95,420 | 87,673 | 127,961 | (1,072,702) | 172,171 |
Selling and Marketing Expense [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 242,283 | 478,347 | 795,185 | 1,337,319 | 1,830,358 | 1,850,624 | 828,483 |
Depreciation and amortization | 16,578 | 17,599 | 50,194 | 53,664 | 71,010 | 68,135 | 40,356 |
Operating income | $ 28,366 | $ 28,448 | $ 24,592 | $ 51,963 | $ 85,713 | $ (17,212) | $ 36,631 |
Segments and Geographic Infor_2
Segments and Geographic Information - Summary of Revenues and Long-lived Assets by Services Provided in Geographic Region (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | |||||||
Total revenues | $ 784,345 | $ 981,682 | $ 2,305,284 | $ 2,772,187 | $ 3,785,063 | $ 3,707,628 | $ 2,416,927 |
Long-Lived Assets | |||||||
Total long-lived assets | 85,069 | 85,069 | 114,690 | 108,122 | |||
North America [Member] | |||||||
Revenues | |||||||
Total revenues | 696,258 | 865,144 | 2,043,241 | 2,439,164 | 3,324,019 | 3,257,937 | 2,208,970 |
Long-Lived Assets | |||||||
Total long-lived assets | 78,563 | 78,563 | 107,940 | 102,172 | |||
International [Member] | |||||||
Revenues | |||||||
Total revenues | 88,087 | $ 116,538 | 262,043 | $ 333,023 | 461,044 | 449,691 | $ 207,957 |
Long-Lived Assets | |||||||
Total long-lived assets | $ 6,506 | $ 6,506 | $ 6,750 | $ 5,950 |
Segments and Geographic Infor_3
Segments and Geographic Information - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||
Revenues | $ 784,345 | $ 981,682 | $ 2,305,284 | $ 2,772,187 | $ 3,785,063 | $ 3,707,628 | $ 2,416,927 |
UNITED STATES | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | $ 667,200,000 | $ 811,700,000 | $ 1,900,000 | $ 2,300,000 | $ 3,100,000 | $ 3,000,000 | $ 2,100,000 |
Events Subsequent to the Orig_4
Events Subsequent to the Original Issuance of the Consolidated Financial Statements - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Sep. 30, 2020 | |
Subsequent Event [Line Items] | ||
Loan outstanding balance | $ 3,229,582 | $ 3,331,483 |
First Lien Term Loan | ||
Subsequent Event [Line Items] | ||
Loan outstanding balance | $ 2,448,123 | |
Debt instrument, maturity date | Jul. 31, 2021 |
Events Subsequent to the Orig_5
Events Subsequent to the Original Issuance of the Consolidated Financial Statements (Unaudited) - Additional Information (Detail) - USD ($) $ in Millions | Oct. 28, 2020 | Sep. 07, 2020 | May 25, 2020 | May 15, 2020 | Apr. 27, 2020 | Apr. 24, 2020 |
Subsequent Event [Line Items] | ||||||
Accounts receivable securitization facility | $ 120 | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Loan agreement, aggregate principal amount | $ 2.8 | |||||
Loan agreement, interest rate | 1.82 | |||||
Debt instrument, maturity date | May 27, 2029 | |||||
Subsequent Event | Take 5 Acquisition [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Receivable from warranty and indemnity policy | $ 7.7 | |||||
Subsequent Event | Conyers Park Merger Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Loan agreement, aggregate principal amount | $ 2,100 | |||||
Percentage of outstanding common stock | 61.74% | |||||
Percentage of ownership in merger | 17.05% | |||||
sale of stock | 85,540,000 | 70,000,000 | ||||
Subsequent Event | Revolving Credit Facility | ||||||
Subsequent Event [Line Items] | ||||||
Borrowings on the revolving loan facility | $ 300 | |||||
Term of the revolving loan facility | 3 years | |||||
Accounts receivable securitization facility | $ 120 | |||||
Funding threshold | 60.00% | |||||
Borrowing base of revolving loan facility | $ 200 | |||||
Subsequent Event | Revolving Credit Facility | Conyers Park Merger Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Borrowings on the revolving loan facility | $ 400 |
Events Subsequent to the Orig_6
Events Subsequent to the Original Issuance of the Consolidated Financial Statements (Unaudited) - Additional Information2 (Detail) $ / shares in Units, $ in Thousands | Oct. 28, 2020USD ($)$ / sharesshares | Sep. 07, 2020USD ($)shares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | May 25, 2020USD ($) | Apr. 27, 2020USD ($) | Apr. 24, 2020USD ($) |
Subsequent Event [Line Items] | ||||||||||
Common stock shares issued | shares | 125 | 125 | 125 | |||||||
Common stock shares outstanding | shares | 125 | 125 | 125 | |||||||
Repayment of terminated credit facility | $ 106,153 | $ 10,085 | $ 19,697 | $ 30,000 | $ 110,000 | |||||
Borrowing | $ 200,000 | |||||||||
Revolving Credit Facility | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Borrowing | $ 775,000 | |||||||||
Senior Secured Notes | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Maximum borrowing capacity | $ 1,325,000 | |||||||||
Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument amount | $ 2,800 | |||||||||
Subsequent Event | Revolving Credit Facility | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Maximum borrowing capacity | $ 300,000 | |||||||||
Conyers Park Merger Agreement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Purchase price of common stock | $ / shares | $ 10 | |||||||||
Conyers Park Merger Agreement | Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock shares acquired | shares | 85,540,000 | 70,000,000 | ||||||||
Gross proceeds | $ 855,400 | |||||||||
Aggregate consideration, shares | shares | 203,750,000 | |||||||||
Common stock subject to forfeiture | shares | 5,000,000 | |||||||||
Common stock shares issued | shares | 313,425,182 | |||||||||
Common stock shares outstanding | shares | 313,425,182 | |||||||||
Redemption cost | $ 323,100 | |||||||||
Trust account | 131,200 | |||||||||
Repayment of terminated credit facility | 86,000 | |||||||||
Debt instrument amount | $ 2,100,000 | |||||||||
Conyers Park Merger Agreement | Subsequent Event | Revolving Credit Facility | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Maximum borrowing capacity | 400,000 | |||||||||
Borrowing | 100,000 | |||||||||
Conyers Park Merger Agreement | Subsequent Event | New Credit Facility | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument amount | 1,325,000 | |||||||||
Conyers Park Merger Agreement | Subsequent Event | Senior Secured Notes | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument amount | $ 775,000 | |||||||||
Conyers Park Merger Agreement | Subsequent Event | Class A Common Stock | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of aggregate shares issued | 32,114,818 | |||||||||
Public Shares for a pro rata portion | $ / shares | $ 10.06 | |||||||||
Redemption amount | $ 323,100 | |||||||||
Conyers Park Merger Agreement | Subsequent Event | CP Sponsor and the Advantage Sponsors | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock shares acquired | shares | 35,540,000 | |||||||||
Conyers Park Merger Agreement | Subsequent Event | Other Purchases | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock shares acquired | shares | 50,000,000 |
Schedule I - Condensed Parent_2
Schedule I - Condensed Parent Only Financial Information - Condensed Balance Sheets (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | |||
Investment in subsidiaries | $ 113,804 | $ 111,663 | $ 106,307 |
Total assets | 6,101,359 | 6,012,683 | 5,994,931 |
Stockholders' equity: | |||
Common stock value | |||
Additional paid-incapital | 2,339,141 | 2,337,491 | 2,336,287 |
Accumulated deficit | (768,458) | (745,295) | (724,123) |
Loans to Karman Topco L.P. | 6,320 | 6,244 | 6,050 |
Accumulated other comprehensive loss | (8,500) | (8,153) | (13,650) |
Total equity attributable to stockholder of Advantage Solutions Inc. | 1,555,863 | 1,577,799 | 1,592,464 |
Total liabilities and stockholder's equity | $ 6,101,359 | 6,012,683 | 5,994,931 |
Parent Company | |||
Assets | |||
Investment in subsidiaries | 1,577,799 | 1,592,464 | |
Total assets | 1,577,799 | 1,592,464 | |
Stockholders' equity: | |||
Common stock value | 0 | 0 | |
Additional paid-incapital | 2,337,491 | 2,336,287 | |
Accumulated deficit | (745,295) | (724,123) | |
Loans to Karman Topco L.P. | (6,244) | (6,050) | |
Accumulated other comprehensive loss | (8,153) | (13,650) | |
Total equity attributable to stockholder of Advantage Solutions Inc. | 1,577,799 | 1,592,464 | |
Total liabilities and stockholder's equity | $ 1,577,799 | $ 1,592,464 |
Schedule I - Condensed Parent_3
Schedule I - Condensed Parent Only Financial Information - Condensed Balance Sheets (Parenthetical) (Detail) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Common stock, shares authorized | 1,000 | 1,000 | 1,000 |
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares issued | 125 | 125 | 125 |
Common stock, shares outstanding | 125 | 125 | 125 |
Parent Company | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Common stock, shares authorized | 1,000 | 1,000 | |
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, shares issued | 125 | 125 | |
Common stock, shares outstanding | 125 | 125 |
Schedule I - Condensed Parent_4
Schedule I - Condensed Parent Only Financial Information - Condensed Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Income Statements, Captions [Line Items] | |||||||
Revenues | $ 784,345 | $ 981,682 | $ 2,305,284 | $ 2,772,187 | $ 3,785,063 | $ 3,707,628 | $ 2,416,927 |
Selling, general, and administrative expenses | 11,855 | 38,042 | 133,480 | 134,786 | 175,373 | 152,493 | 135,441 |
Depreciation and amortization | 58,556 | 57,872 | 177,513 | 174,424 | 232,573 | 225,233 | 179,990 |
Operating income | 88,571 | 76,525 | 120,012 | 139,636 | 213,674 | (1,089,914) | 208,802 |
Income before income taxes and equity in net income of subsidiaries | 40,328 | 18,763 | (31,546) | (38,835) | (18,403) | (1,319,557) | 29,236 |
Provision for income taxes | 3,623 | (3,968) | (8,714) | (4,277) | 1,353 | (168,334) | (358,806) |
Total comprehensive (loss) income | $ 41,919 | $ 19,013 | $ (23,510) | $ (36,979) | (15,675) | (1,166,293) | 394,198 |
Parent Company | |||||||
Condensed Income Statements, Captions [Line Items] | |||||||
Revenues | 0 | 0 | 0 | ||||
Cost of revenues | 0 | 0 | 0 | ||||
Selling, general, and administrative expenses | 0 | 0 | 0 | ||||
Depreciation and amortization | 0 | 0 | 0 | ||||
Total expenses | 0 | 0 | 0 | ||||
Operating income | 0 | 0 | 0 | ||||
Interest expense, net | 0 | 0 | 0 | ||||
Income before income taxes and equity in net income of subsidiaries | 0 | 0 | 0 | ||||
Provision for income taxes | 0 | 0 | 0 | ||||
Net income before equity in net income of subsidiaries | 0 | 0 | 0 | ||||
Less: net income attributable to noncontrolling interests | 0 | 0 | 0 | ||||
Equity in net (loss) income of subsidiaries | (21,172) | (1,157,332) | 386,405 | ||||
Other comprehensive income (loss), net tax equity in comprehensive income (loss) of Subsidiaries | 5,497 | (8,961) | 7,793 | ||||
Total comprehensive (loss) income | $ (15,675) | $ (1,166,293) | $ 394,198 |
Schedule I - Condensed Parent_5
Schedule I - Condensed Parent Only Financial Information - Additional Information (Detail) - Parent Company - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Minimum [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Percentage of consolidated net assets of Parent and its subsidiaries | 25.00% | |
First Lien Term Loan | ||
Condensed Financial Statements, Captions [Line Items] | ||
Debt instrument covenant, description | These covenants are subject to a number of exceptions, including an exception that permits unlimited distributions if the Borrower's senior secured net leverage ratio is equal to or less than 6.00 to 1.00. | |
Second Lien Term Loans [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Restricted net assets | $ 1,499.8 | $ 1,519.3 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregated Revenues (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other Revenues [Line Items] | |||||||
Total revenues | $ 784,345 | $ 981,682 | $ 2,305,284 | $ 2,772,187 | $ 3,785,063 | $ 3,707,628 | $ 2,416,927 |
Sales Revenues [Member] | |||||||
Other Revenues [Line Items] | |||||||
Total revenues | 542,062 | 503,335 | 1,510,099 | 1,434,868 | 1,954,705 | 1,857,004 | 1,588,444 |
Sales Revenues [Member] | Sales brand-centric services [Member] | |||||||
Other Revenues [Line Items] | |||||||
Total revenues | 321,770 | 307,055 | 918,176 | 886,009 | 1,209,480 | 1,177,989 | 1,376,368 |
Sales Revenues [Member] | Sales retailer-centric services [Member] | |||||||
Other Revenues [Line Items] | |||||||
Total revenues | 220,292 | 196,280 | 591,923 | 548,859 | 745,225 | 679,015 | 212,076 |
Marketing Revenues [Member] | |||||||
Other Revenues [Line Items] | |||||||
Total revenues | 242,283 | 478,347 | 795,185 | 1,337,319 | 1,830,358 | 1,850,624 | 828,483 |
Marketing Revenues [Member] | Marketing brand-centric services [Member] | |||||||
Other Revenues [Line Items] | |||||||
Total revenues | 111,077 | 119,209 | 289,796 | 330,145 | 474,928 | 424,373 | 364,036 |
Marketing Revenues [Member] | Marketing retailer-centric services [Member] | |||||||
Other Revenues [Line Items] | |||||||
Total revenues | $ 131,206 | $ 359,138 | $ 505,389 | $ 1,007,174 | $ 1,355,430 | $ 1,426,251 | $ 464,447 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
deferred revenues recognized | $ 3,800 | $ 31,000 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Changes in Goodwill (Parenthetical) (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill Impairment | $ 0 | $ 652 | $ 0 |
Subsequents Events - Schedule o
Subsequents Events - Schedule of adjusted basic and diluted net income (loss) per share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||||||
Net income (loss) attributable to stockholder of Advantage Solutions Inc. | $ 35,949 | $ 22,589 | $ (23,163) | $ (35,207) | $ (21,172) | $ (1,157,332) | $ 386,405 |
Subsequent Event | |||||||
Numerator: | |||||||
Net income (loss) attributable to stockholder of Advantage Solutions Inc. | $ 35,949 | $ (23,163) | |||||
Denominator: | |||||||
As adjusted weighted-average number of Class A common stock shares outstanding, basic and diluted | 313,425,182 | 313,425,182 | |||||
Net income (loss) per share, as adjusted | $ 0.11 | $ (0.07) |