Advantage Solutions Inc. Investor Presentation | December 2022 NASDAQ: ADV

 
 

DISCLAIMER Forward-Looking Statements Certain statements in this presentation may be considered forward-looking statements within the meaning of the federal securities laws, including statements regarding the expected future performance of the business of Advantage Solutions Inc. ("Advantage"). Forward-looking statements generally relate to future events or Advantage's future financial or operating performance. These forward-looking statements generally are identified by the words "may", "should", "could", "expect", "intend", "will", "would", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Advantage and its management at the time of such statements, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the COVID-19 pandemic and the measures taken in response thereto; the availability, acceptance, administration and effectiveness of any COVID-19 vaccine; market-driven wage changes or changes to labor laws or wage or job classification regulations, including minimum wage; Advantage's ability to continue to generate significant operating cash flow; client procurement strategies and consolidation of Advantage's clients' industries creating pressure on the nature and pricing of its services; consumer goods manufacturers and retailers reviewing and changing their sales, retail, marketing, and technology programs and relationships; Advantage's ability to successfully develop and maintain relevant omni-channel services for our clients in an evolving industry and to otherwise adapt to significant technological change; Advantage's ability to maintain proper and effective internal controls in the future; potential and actual harms to Advantage's business arising from the Take 5 Matter; Advantage's substantial indebtedness and our ability to refinance at favorable rates; and other risks and uncertainties set forth in the section titled "Risk Factors" in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission (the "SEC") on March 1, 2022 and in its other filings made from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Advantage assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. This presentation also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry and business. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified the industry data generated by independent parties and contained in this presentation and, accordingly, we cannot guarantee their accuracy or completeness. In addition, projections, assumptions, and estimates of our future performance and the future performance of the markets in which we compete are necessarily subject to a high degree of uncertainty and risk. Non-GAAP Financial Measures and Related Information This presentation includes certain financial measures not presented in accordance with generally accepted accounting principles ("GAAP"), Adjusted EBITDA, Adjusted EBITDA margin and Net Debt. These are not measures of financial performance calculated in accordance with GAAP and may exclude items that are significant in understanding and assessing Advantage's financial results. Therefore, the measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP, and should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that Advantage's presentation of these measures may not be comparable to similarly-titled measures used by other companies. Reconciliations of historical non-GAAP measures to their most directly comparable GAAP counterparts are included below. Advantage believes these non-GAAP measures provide useful information to management and investors regarding certain financial and business trends relating to Advantage's financial condition and results of operations. Advantage believes that the use of Adjusted EBITDA, Adjusted EBITDA margin and Net Debt provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing Advantage's financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. Additionally, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore Advantage's non-GAAP measures may not be directly comparable to similarly titled measures of other companies. Adjusted EBITDA means net income (loss) before (i) interest expense, net, (ii) provision for (benefit from) income taxes, (iii) depreciation, (iv) impairment of goodwill and indefinite-lived assets, (v) amortization of intangible assets, (vi) equity based compensation of Karman Topco L.P. and Advantage's private equity sponsors' management fee, (vii) change in fair value of warrant liability, (viii) stock-based compensation expense, (ix) fair value adjustments of contingent consideration related to acquisitions, (x) acquisition-related expenses, (xi) costs associated with COVID-19, net of benefits received, (xii) EBITDA for economic interests in investments, (xiii) restructuring expenses, (xiv) litigation expenses, (xv) (Recovery from) loss on Take 5, (xvi) costs associated with the Take 5 Matter and (xvii) other adjustments that management believes are helpful in evaluating our operating performance. Adjusted EBITDA Margin means, whether for Advantage or a segment, as the respective Adjusted EBITDA amount divided by the respective revenues amount. Net Debt represents the sum of current portion of long-term debt and long-term debt, less cash and cash equivalents and debt issuance costs. With respect to Net Debt, cash and cash equivalents are subtracted from the GAAP measure, total debt, because they could be used to reduce the debt obligations. Due to rounding, numbers presented throughout this presentation may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures. 1

 
 

INVESTMENT HIGHLIGHTS o Market leader in outsourced sales and marketing services industry for CPG brands and retailers o Large addressable market with tangible, material growth levers o Diverse range of long-standing blue-chip customers with excellent revenue retention rate o Multiple sticky revenue streams providing durability, diversity and stability to the business o Historic track record of long-term growth throughout economic cycles o Strong operating margins and cash flow despite recent inflationary and labor-related headwinds o Tangible growth levers via strategic initiatives and operational improvements o Experienced management team with deep industry expertise 2

 
 

COMPANY SNAPSHOT Advantage Solutions' sales and retailer services help brands and retailers of all sizes get the right products on the shelf, whether physical or digital. Our marketing teams influence shoppers to buy those products, wherever and however they shop. 3,500+ Clients 72,000+ Associates 400+ Data Analytics Professionals 150,000+ Retail Outlets Brands Advantage Clients include ~90%+ of Top 25 CPG Brands(1) Retailers Advantage Customers include ~75%+ of Top 25 Retailers(2) ....helping brands and retailers grow sales, lower costs and solve problems (1) Source: Based on ranking of Nielsen 2021 total sales across AOC+C channels. (2) Source: National Retail Federation (NRF) ranking of industry's largest companies based on 2021 U.S. retail sales. Note: Unless otherwise noted, figures as of June 30, 2022. 3

 
 

THE BASICS: WHAT ADVANTAGE DOES Essential partner to leading brands and retailers, helping clients reach consumers every day, in-store and online, through technology-enabled sales and marketing solutions 1 Headquarter Sales Present to retailers the business case to grow client's product distribution including assortment, pricing, shelving and trade promotion activation 2 Administration Leverage technology and automation to efficiently process retailer purchase orders 3 Supply Chain Management Apply technology and analytics to sharpen demand forecasting and get the right products in the right amounts to retailers 4 Merchandising Brick-and-mortars: Retail teams maximize on-shelf availability E-commerce: Digital shelf experts optimize site placement, content and user experience PRODUCT'S PATH TO PURCHASE SHOPPER'S PATH TO PURCHASE INFORMED BY DATA POWERED BY TECHNOLOGY 5 IN THE SHOPPER'S CART FESTIVAL 1 Branding & Design / Brand Experiential Creating brand identity, awareness and engagement 2 Digital & Media Driving consideration outside of retail ecosystems using OP and IP data 3 Commerce Marketing Influencing consideration at the most relevant points in retailer ecosystems 4 Retail Experiential Driving conversion through visibility and engagement such as in store and online grocery pickup sampling 4

 
 

ADVANTAGE'S TWO OPERATING SEGMENTS 2021 Revenues of $3.6B Sales Segment $2.3B (64% of Revenues) o Leading position in U.S. outsourced sales and merchandising market: provision of essential sales & merchandising services to increase CPG sales in brick-and-mortar and online channels for brands and retailers o Revenues generated on a commission, fee-for-service or cost-plus basis Marketing Segment $1.3B (36% of Revenues) o Leader in experiential marketing and critical in-store and online sampling programs o Agency of record for many of the most recognized brands across the retail, packaged goods, technology and hospitality industries o Revenues generated on a fee-for-service, cost-plus, retainer or commission basis o Currently lower than pre-pandemic levels as a result of depressed in-store sampling and demonstration volumes; labor environment remains challenged Competitive advantages across Sales and Marketing Segments driven by scale, talent and technology, resulting in sticky relationships with long-term blue-chip customers 5

 
 

SALES SEGMENT Leader in sales and merchandising services with 20%+ market share Primary Sales Segment Services HEADQUARTER SALES o Customer Alignment and Partnership o New Item Pitches o Pricing, Promotion and Sales Execution ANALYTICS, INSIGHTS & INTELLIGENCE o Retail and Sales Analytics o Supply Chain Analytics o Category Management o Space Management MERCHANDISING o Physical and Digital Shelf Management o Store-Level Selling o Retail Environment Intelligence o Resets and On-Demand Projects o Brand and Retailer-Centric Models ADMINISTRATION o Order Processing / Customer Service o Contract and Deduction Management o Cash Applications and Collections U.S. Sales and Merchandising Services 2021 Market Share(1) Total Market $8.4 Billion 22% 13% 12% 53% Advantage Solutions Other Competitor A Competitor B #1 market share position in essential sales and merchandising services Scale advantages Large and stable market Industry fragmentation presents M&A growth opportunity (1) Based on Investment Bank estimates and Industry Research 6

 
 

MARKETING SEGMENT Leading promotions and experiential/event agency in U.S. Primary Marketing Segment Services EVENTS & EXPERIENTIAL o Sampling and Demonstrations o Festivals and Mobile Tours o Logistics and Fulfillment o Assisted Selling o In-Store, Online, Brand and Retailer-Centric Models COMMERCE MARKETING o Planning and Execution o Account-Specific Omnichannel Activation oo National Consumer Promotions DIGITAL & MEDIA o Digital Strategy o Digital Content and Advertising o Media Planning / Buying o Mobile and App Development BRANDING & DESIGN o Brand and Private Brand Development and Redesign o Brand Packaging o Communication Collateral o Brand Style Guide Creation U.S. Experiential/Event Marketing 2021 Market Share(1) Total Market $1.6 Billion Advantage Solutions Other Competitor X Competitor Y Competitor Z 52% 9% 7% 6% 26% Ad Age #1 position in Experiential / Events for 9 straight years Scale advantages Strong post-pandemic growth in in-store marketing and sampling programs (1) Ad Age Agency Report 2022: U.S. Experiential/Event Marketing Networks based on U.S. revenue in 2021 7

 
 

LONG-TERM CLIENTS DRIVE RECURRING REVENUE STREAMS Brands Client Description Length of Relationship (years) Service Offering Sales Marketing $40B+ Confectionery/Food CPG 25+ $8B+ Food & Beverage CPG 25+ $50B+ Multinational CPG 25+ $5B+ Household CPG 15+ $30B Multinational OTC Pharma 15+ $80B+ Food & Beverage CPG 10+ $10B+ Household CPG 10+ $50B+ Chemical & OTC Pharma 10+ Retailers Client Description Length of Relationship (years) Service Offering Sales Marketing $200B Membership Retailer 25+ $130B+ Grocer 25+ $560B Discount Retailer 25+ $90B Food Retailer 25+ $130B+ Home Improvement Retailer 25+ $8B+ Gourmet Supermarket 25+ $15B+ Membership Retailer 20+ $90B+ Discount Retailer 20+ 100% of Advantage's top 100 clients in 2021(1) were clients in 2022 (1) Top clients in 2021 as measured by contributions to Advantage's revenue. 8

 
 

ORGANIC REVENUE GROWTH 2022 Organic Revenue(1) $ in millions. Sales Segment $15 $12 $43 Q1'22 Q2'22 Q3'22 $65 $83 $68 Q1'22 Q2'22 Q3'22 $80 $95 $111 Q1'22 Q2'22 Q3'22 (1) Presented net of foreign exchange impact. 9

 
 

CUSTOMER CASE STUDY: MARUCHAN For 20+ years, Advantage has evolved and grown with Maruchan NATIONAL SALES AGENCY SITUATION Maruchan sought to grow sales and become the dominant ramen choice in the U.S. ACTION Hired Advantage Sales for full-service sales representation nationally. RESULTS 84% Sales growth over the last 14 years 39% YOY sales growth of Maruchan Gold new product launch 15+ Percentage points of market share growth in 20 years MARKETING AGENCY SITUATION Maruchan was looking to reach new audiences after sales began to plateau. ACTION AMP Agency identified target audiences, developed the brand architecture and honed the brand's creative, including broadcast spots, product packaging and digital and social advertising. RESULTS 50K+ Followers across all organic social platforms since 2019 and growing by 50% annually 40M+ Impressions from 2019 Maruchan GOLD launch campaign and 2021 fully integrated brand campaign 50K+ Product searches annually 2000: 53.0% Share TODAY: 68.1 % Share 10

 
 

PROVEN TRACK RECORD ACROSS ECONOMIC CYCLES 2008 - 2010 Revenue CAGR: 9.6% Adjusted EBITDA(1): 11.8% Revenue CAGR: 10.4% Adj. EBITDA CAGR(1): 9.6% $907 $924 $953 $1,110 $1,171 $1,401 $1,575 $1,714 $1,895 $2,100 $2,417 $3,708 $3,785 $3,156 $3,602 $144 $149 $170 $186 $205 $245 $274 $327 $365 $411 $440 $471 $504 $487 $521 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Revenues Adjusted EBITDA Adj. EBITDA Margin 15.8% 16.1% 17.8% 16.7% 17.5% 17.5% 17.4% 19.1% 19.3% 19.6% 18.2% 12.7% 13.3% 15.4% 14.5% Net Income ($MM) $5.8 $(201.1) $20.6 $(35.0) $(24.4) $4.3 $35.1 $(99.0) $24.9 $31.2 $388.0 $(1,151.2) $(19.8) $(161.7) $57.5 Great Recession Daymon Acquisition in December 2017 COVID-19 Pandemic (1) Adjusted EBITDA and Adjusted EBITDA margin are measures that are not calculated in accordance with GAAP. For a reconciliation of Adjusted EBITDA to net income (loss), please see the appendix to this presentation. Note: Dollars in millions. Acquisition of Daymon closed December 2017. Revenue and Adjusted EBITDA CAGRs based on 2007 - 2019 time period. 11

 
 

2017-2021 PERFORMANCE TRENDS Sales Segment Revenue $ in millions. Y/Y growth 17% 5% 5% 13% $1,588 $1,857 $1,955 $2,061 $2,324 FY'17A FY'18A FY'19A FY'20A FY'21A Marketing Segment Y/Y growth 123% (1)% (40)% 17% $828 $1,851 $1,830 $1,095 $1,278 FY'17A FY'18A FY'19A FY'20A FY'21A Total Advantage Y/Y growth 53% 2% (17)% 14% $2,417 $3,708 $3,785 $3,156 $3,602 FY'17A FY'18A FY'19A FY'20A FY'21A Adjusted EBITDA $ in millions. Y/Y growth (14)% 5% 16% 1% $342 $295 $310 $360 $363 % margin 21.5% 15.9% 15.8% 17.5% 15.6% FY'17A FY'18A FY'19A FY'20A FY'21A Y/Y growth 80% 11% (35)% 24% $98 $176 $195 $127 $158 % margin 11.8% 9.5% 10.6% 11.6% 12.4% FY'17A FY'18A FY'19A FY'20A FY'21A Y/Y growth 7% 7% (3)% 7% $440 $471 $504 $487 $521 % margin 18.2% 12.7% 13.3% 15.4% 14.5% FY'17A FY'18A FY'19A FY'20A FY'21A Note: Please see the appendix for a reconciliation of non-GAAP financial measures to most directly comparable GAAP measures. Totals may not add due to rounding. 12

 
 

2022 Q3 RESULTS DEMONSTRATE CONTINUED RECOVERY Total Advantage $ in millions. $915 $981 $1,051 Q1'22A Q2'22A Q3'22A Sales Segment $592 $604 $646 Q1'22A Q2'22A Q3'22A Marketing Segment $323 $377 $405 Q1'22A Q2'22A Q3'22A Adjusted EBITDA $ in millions. $97 $108 $118 % margin 10.6% 11.0% 11.3% Q1'22A Q2'22A Q3'22A $68 $72 $76 % margin 11.5% 11.9% 11.8% Q1'22A Q2'22A Q3'22A $29 $37 $42 % margin 8.8% 9.7% 10.4% Q1'22A Q2'22A Q3'22A Note: Adjusted EBITDA and Adjusted EBITDA margin are measures that are not calculated in accordance with GAAP. For a reconciliation of Adjusted EBITDA to net income (loss), please see the appendix to this presentation. 13

 
 

FREE CASH FLOW BRIDGE Business drives strong unlevered free cash flow conversion rate year-to-date in 2022(1) ~53% Conversion Rate ~12% Conversion Rate 2022E ADJ. EBITDA WORKING CAPITAL CAPEX TAXES UNLEVERED FREE CASH FLOW CASH INTEREST DEBT AMORTIZATION OTHER / ONE TIME LEVERED FREE CASH FLOW (PRE-M&A) EARNOUTS M&A LEVERED FREE CASH FLOW (POST-M&A) 14

 
 

CAPITAL ALLOCATION PRIORITIES De-lever Balance Sheet o Expect to steadily de-lever balance sheet beginning in 2023 via cash accumulation o Current leverage: 4.2x net debt(1) to LTM September Adjusted EBITDA Organic Growth & Investment o Investing in recruiting and retention given challenging labor environment o Executing critical activities to improve infrastructure and grow Share Repurchases o Opportunistically repurchase shares with available cash o $100M Open Share Repurchase Authorization; $13M repurchased through Q3 2022 M&A Opportunities o Less emphasis on M&A in the near-term o No acquisitions completed since August 2022 o Disciplined long-term approach to M&A to further industry leadership position and enhance portfolio with complementary offerings once environment improves Advantage intends to be more focused on de-leveraging balance sheet with less emphasis on M&A in the near term until macro-economic conditions normalize (1) Net debt is a non-GAAP financial measure and includes Other Debt of approximately $6M. For a reconciliation of net debt to total debt, the most directly comparable GAAP counterpart, please see the appendix attached hereto. 15

 
 

CAPITALIZATION SUMMARY o Total Debt of $2.1 billion(1) - Leverage at around 4.2x net debt(1) to LTM September Adjusted EBITDA - No meaningful maturities for the next four+ years o Debt Capitalization: Maturity Rate Outstanding Asset-backed Revolver ($500M) 2027 S+1.75%(4) 0 First Lien Term Loan 2027 L+4.50%(2) 1,302 Senior Secured Notes 2028 6.50% 775 Total Funded Debt $2,077 $1,302(3) $775 2025E 2026E 2027E 2028E 1L Term Loan Sr. Secured Notes o Advantage recently amended certain terms and provisions of ABL Agreement, including, among other things: - Increasing the aggregate amount of maximum revolving commitments available from $400 million to $500 million; - Extending the scheduled maturity date of the borrowings to December 2027; - Decreasing the interest rate spread by 0.25% o Equity capitalization as of September 30, 2022: - 319,675,888 Class A Common shares outstanding - 1,610,014 Treasury shares outstanding - 18,578,321 Warrants with a $11.50 exercise price per share - 6,279,451 Performance Restricted Stock Units ("PSUs")(5) - 7,755,186 Restricted Stock Units ("RSUs") - 945,664 Options (1) Net debt is a non-GAAP financial measure and includes Other Debt of approximately $6M. For a reconciliation of net debt to total debt, the most directly comparable GAAP counterpart, please see the appendix attached hereto. (2) First Lien Term Loan rate subject to 0.75% LIBOR floor. See First Lien Credit Agreement, dated October 28, 2020 and First Lien Amendment dated October 28, 2021 for additional information. (3) First Lien Term Loan amortizes at 1% per annum, paid quarterly. Illustratively showing full $1,302 million obligation in 2027E maturity. (4) In December 2022, the Company increased the maximum revolving commitments available to $500 million, reduced the interest rate by 0.25% per annum and extended the maturity to December 2027. See Second Amendment to ABL Revolving Credit Agreement, dated as of December 2, 2022 for additional information. (5) Represents the number of underlying shares that would be issued at Target performance levels. 16

 
 

Appendix & Non-GAAP Reconciliation

 
 

OUR LEADERSHIP TEAM Highly skilled management team with extensive industry experience and expertise Jill Griffin Chief Executive Officer 25 years of experience 14 years with Advantage Brian G. Stevens Chief Financial Officer, Chief Operating Officer 28 years of experience 14 years with Advantage Michael Taylor President, Global Customer Solutions 28 years of experience 28 years with Advantage/ Daymon Dean Kaye Chief Financial Officer, North America 29 years of experience 18 years with Advantage 18

 
 

NON-GAAP RECONCILIATION (1/6) Three Months Ended Consolidated March 31, 2022 June 30, 2022 September 30, 2022 Total Company (in thousands) Net income $ 17,534 $ 3,676 $ 23,227 Add: Interest expense, net 11,883 28,188 23,557 Provision for income taxes 9,049 1,316 1,158 Depreciation and amortization 57,768 58,444 57,785 Equity-based compensation of Topco(1) (2,795) (3,519) (828) Change in fair value of warrant liability (15,442) (4,914) (1,100) Stock-based compensation expense(2) 7,771 14,961 7,174 Fair value adjustments related to contingent consideration related to acquisitions(3) 2,134 3,654 (340) Acquisition-related expenses(4) 9,585 5,998 4,260 EBITDA for economic interests in investments(5) (4,052) (1,020) (2,474) Restructuring expenses(6) 643 253 3,562 Litigation(7) -- (800) -- Costs associated with COVID-19, net of benefits received(8) 1,574 1,362 2,009 Costs associated with the Take 5 Matter(9) 1,087 723 278 Adjusted EBITDA $ 96,739 $ 108,322 $ 118,268 Three Months Ended March 31, 2022 June 30, 2022 September 30, 2022 (in thousands) Numerator - Adjusted EBITDA $ 96,739 $ 108,322 $ 118,268 Denominator - Revenues $ 914,808 $ 981,076 $ 1,051,095 Adjusted EBITDA Margin 10.6% 11.0% 11.3% 19

 
 

NON-GAAP RECONCILIATION (2/6) Three Months Ended March 31, 2022 June 30, 2022 September 30, 2022 Sales Segment (in thousands) Operating income $ 18,973 $ 15,177 $ 31,765 Add: Depreciation and amortization 40,969 40,543 39,798 Equity-based compensation of Topco(1) (1,652) (2,032) (320) Stock-based compensation expense(2) 4,758 9,171 4,080 Fair value adjustments related to contingent consideration related to acquisitions(3) 803 6,090 (1,901) Acquisition-related expenses(4) 7,314 3,540 2,880 EBITDA for economic interests in investments(5) (4,207) (1,155) (2,656) Restructuring expenses(6) 819 340 2,360 Litigation(7) -- (100) -- Costs associated with COVID-19, net of benefits received(8) 456 179 166 Sales Segment Adjusted EBITDA $ 68,233 $ 71,753 $ 76,172 Three Months Ended March 31, 2022 June 30, 2022 September 30, 2022 Marketing Segment (in thousands) Operating income $ 4,051 $ 13,089 $ 15,077 Add: Depreciation and amortization 16,799 17,901 17,987 Equity-based compensation of Topco(1) (1,143) (1,487) (508) Stock-based compensation expense(2) 3,013 5,790 3,094 Fair value adjustments related to contingent consideration related to acquisitions(3) 1,331 (2,436) 1,561 Acquisition-related expenses(4) 2,271 2,458 1,380 EBITDA for economic interests in investments(5) 155 135 182 Restructuring expenses(6) (176) (87) 1,202 Litigation(7) -- (700) -- Costs associated with COVID-19, net of benefits received(8) 1,118 1,183 1,843 Costs associated with the Take 5 Matter(9) 1,087 723 278 Marketing Segment Adjusted EBITDA $ 28,506 $ 36,569 $ 42,096 20

 
 

Non-GAAP Reconciliation (3/6) Consolidated Year Ended December 31, 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Total Company (in thousands) (Unaudited)(10) (Unaudited)(10) Net income (loss) $ 5,790 $ (201,052) $ 20,622 $ (34,984) $ (24,442) $ 4,253 $ 35,072 $ (98,984) $ 24,886 $ 31,165 $ 388,042 $ (1,151,223) $ (19,756) $ (161,707) $ 57,549 Add: $ -- Interest expense, net 69,403 255,211 26,199 96,606 106,738 112,426 106,020 168,123 160,895 167,360 179,566 229,643 232,077 234,044 137,927 Provision for income taxes 10,294 59,213 45,989 (50) (8,471) (8,106) 17,922 (16,965) 18,202 22,623 (358,806) (168,334) 1,353 (5,331) 33,617 Depreciation and amortization 51,110 (13,074) 16,538 57,566 124,644 144,912 126,648 143,954 164,584 170,260 179,990 225,233 232,573 238,598 240,041 Impairment of goodwill and indefinite-lived assets 6,290 53,189 60,234 -- -- -- -- -- -- -- -- 1,232,000 -- -- -- Equity based compensation of Topco(1) 665 931 668 758 1,771 1,855 1,724 3,032 7,463 7,622 9,882 (2,432) 7,960 98,119 (10,313) Change in fair value of warrant liability -- -- -- -- -- -- -- -- -- -- -- -- -- -- 955 Stock based compensation expense(2) -- -- -- -- -- -- -- -- -- -- -- -- -- -- 34,602 Fair value adjustments related to contingent consideration related to acquisitions(3) -- (5,879) (290) -- -- -- (2,278) (11,979) (31,305) (841) 12,757 (54,464) 1,516 13,367 4,562 Acquisition-related expenses(4) -- -- -- 65,754 5,115 719 2,547 140,423 9,857 10,368 25,251 61,155 31,476 50,823 20,173 EBITDA for economic interests in investments(5) -- -- -- -- 84 (11,107) (13,355) (469) 1,426 1,778 (4,636) (7,212) (8,421) (6,462) (13,437) Restructuring expenses(6) -- -- -- -- -- -- -- -- 5,498 1,890 7,343 12,465 5,385 39,770 12,502 Litigation(7) -- -- -- -- -- -- -- -- 3,984 (975) 271 1,200 3,500 1,980 (910) Costs associated with COVID-19, net of benefits received(8) -- -- -- -- -- -- -- -- -- -- -- -- -- (11,954) (991) (Recovery from) loss on Take 5 -- -- -- -- -- -- -- -- -- -- -- 79,165 -- (7,700) -- Costs associated with the Take 5 Matter(9) -- -- -- -- -- -- -- -- -- -- -- 14,178 16,368 3,628 4,901 Adjusted EBITDA $ 143,552 $ 148,539 $ 169,960 $ 185,650 $ 205,439 $ 244,952 $ 274,300 $ 327,135 $ 365,490 $ 411,250 $ 439,660 $ 471,374 $ 504,031 $ 487,175 $ 521,178 (in thousands) Numerator - Revenues $ 907,174 923,491 953,060 1,109,859 1,170,623 1,401,406 1,575,254 1,713,720 1,895,046 2,100,235 2,416,927 3,707,628 3,785,063 3,155,671 3,602,298 Denominator - Adjusted EBITDA $ 143,552 $ 148,539 $ 169,960 $ 185,650 $ 205,439 $ 244,952 $ 274,300 $ 327,135 $ 365,490 $ 411,250 $ 439,660 $ 471,374 $ 504,031 $ 487,175 $ 521,178 Adjusted EBITDA Margin 15.8% 16.1% 17.8% 16.7% 17.5% 17.5% 17.4% 19.1% 19.3% 19.6% 18.2% 12.7% 13.3% 15.4% 14.5% 21

 
 

Non-GAAP Reconciliation (4/6) Year Ended December 31, 2017 2018 2019 2020 2021 Sales Segment (in thousands) Operating income $ 172,171 $ (1,072,702) $ 127,961 $ 63,305 $ 182,529 Add: Depreciation and amortization 139,634 157,098 161,563 171,569 170,076 Impairment of goodwill and indefinite-lived assets -- 1,232,000 -- -- -- Equity based compensation of Topco(1) 8,043 1,020 6,418 71,124 (6,490) Stock based compensation expense(2) -- -- -- -- 18,357 Fair value adjustments related to contingent consideration related to acquisitions(3) 2,397 (54,628) (2,720) 8,371 (6,553) Acquisition-related expenses(4) 19,110 31,699 18,276 36,722 13,945 EBITDA for economic interests in investments(5) (4,520) (7,155) (8,395) (7,565) (14,058) Restructuring expenses(6) 5,159 6,663 2,928 20,295 4,478 Litigation(7) 73 1,200 3,500 1,658 (584) Costs associated with COVID-19, net of benefits received(8) -- -- -- (5,462) 1,511 Sales Segment Adjusted EBITDA $ 342,067 $ 295,195 $ 309,531 $ 360,017 $ 363,211 Year Ended December 31, 2017 2018 2019 2020 2021 Marketing Segment (in thousands) Operating income $ 36,631 $ (17,212) $ 85,713 $ 3,701 $ 47,519 Add: Depreciation and amortization 40,356 68,135 71,010 67,029 69,965 Equity based compensation of Topco(1) 1,839 (3,452) 1,542 26,995 (3,823) Stock based compensation expense(2) -- -- -- -- 16,245 Fair value adjustments related to contingent consideration related to acquisitions(3) 10,360 164 4,236 4,996 11,115 Acquisition-related expenses(4) 6,141 29,456 13,200 14,101 6,228 EBITDA for economic interests in investments(5) (116) (57) (26) 1,103 621 Restructuring expenses(6) 2,184 5,802 2,457 19,475 8,024 Litigation(7) 198 -- -- 322 (326) Costs associated with COVID-19, net of benefits received(8) -- -- -- (6,492) (2,502) (Recovery from) loss on Take 5 -- 79,165 -- (7,700) -- Costs associated with the Take 5 Matter(9) -- 14,178 16,368 3,628 4,901 Marketing Segment Adjusted EBITDA $ 97,593 $ 176,179 $ 194,500 $ 127,158 $ 157,967 22

 
 

Non-GAAP Reconciliation (5/6) (in millions) September 30, 2022 Current portion of long-term debt $ 14,7 Long-term debt, net of current portion 2,024.6 Less: Debt issuance costs (43.1) Total Debt 2,082.4 Less: Cash and cash equivalents 96.2 Total Net Debt $ 1,986.2 23

 
 

 

Non-GAAP Reconciliation (6/6) Note: Numerical figures included in this slide have been subject to rounding adjustments (1) Represents equity-based compensation of Karman Topco L.P. (2) Represents non-cash compensation expense related to issuance of performance restricted stock units, restricted stock units, and stock options with respect to our Class A common stock under the Advantage Solutions Inc. 2020 Incentive Award Plan and the Advantage Solutions 2020 Employee Stock Purchase Plan. (3) Represents adjustments to the estimated fair value of our contingent consideration liabilities related to our acquisitions, excluding the present value accretion recorded in interest expense, net, for the applicable periods. (4) Represents fees and costs associated with activities related to our acquisitions and restructuring activities related to our equity ownership, including professional fees, due diligence, and integration activities. (5) Represents additions to reflect our proportional share of Adjusted EBITDA related to our equity method investments and reductions to remove the Adjusted EBITDA related to the minority ownership percentage of the entities that we fully consolidate in our financial statements. (6) One-time restructuring activities costs associated with non-recurring reorganization projects. (7) Represents legal settlements that are unusual or infrequent costs associated with our operating activities. (8) Represents (a) costs related to implementation of strategies for workplace safety in response to COVID-19, including employee-relief fund, additional sick pay for front-line associates, medical benefit payments for furloughed associates, and personal protective equipment and (b) benefits received from government grants for COVID-19 relief. (9) Represents costs associated with the Take 5 Matter, primarily, professional fees and other related costs. (10) Unaudited periods 2010 and 2014 are both comprised of audited stub periods to sum up to full year financials (individual stub periods within each year are audited, full year summations are unaudited). 24