Advantage Solutions Announces Response to SEC Guidance Issued on April 12, 2021 Applicable to Warrants Issued by Special Purp...
May 07 2021 - 9:24AM
Advantage Solutions Inc. (NASDAQ: ADV) (“Advantage,” the “Company,”
“we” or “our”), the leading provider of outsourced sales and
marketing services to consumer goods manufacturers and retailers,
today announced that as a result of recent guidance provided by the
U.S. Securities and Exchange Commission on April 12, 2021 relating
to the accounting treatment of warrants issued by special purpose
acquisition companies (the “SEC Statement”), it will revise its
consolidated financial statements previously issued in its Annual
Report on Form 10-K for the year ended December 31, 2020 (the
“Financial Statements”).
The revision pertains to the accounting
treatment for certain of our warrants issued in a private placement
(the “private placement warrants”) that were outstanding at the
time of the merger with Conyers Park II Acquisition Corp. on
October 28, 2020. The private placement warrants had been accounted
for as equity under a fixed accounting model. As a result of the
SEC Statement, we determined that the Financial Statements should
be revised to reflect the private placement warrants as a
liability, with subsequent changes in their estimated fair value
recorded as non-cash income or expense in the applicable reporting
period.
The revisions are expected to result in non-cash, non-operating
financial statement adjustments and have no impact on our current
or previously reported revenues, cash position, operating expenses
or total operating, investing or financing cash flows.
Additionally, there is no anticipated impact on our non-GAAP
operating metrics, including Adjusted EBITDA, Adjusted Net Income
and Net Debt.
As of the date hereof, there were 7,333,333 private placement
warrants outstanding.
We expect to report our financial results for our fiscal first
quarter ended March 31, 2021 following market close on May 10,
2021.
About Advantage Solutions
Advantage Solutions is a leading business solutions provider
committed to driving growth for consumer goods manufacturers and
retailers through winning insights and execution. Advantage’s data
and technology-enabled omnichannel solutions — including sales,
retail merchandising, business intelligence, digital commerce and a
full suite of marketing services — help brands and retailers across
a broad range of channels drive consumer demand, increase sales and
achieve operating efficiencies. Headquartered in Irvine,
California, Advantage has offices throughout North America and
strategic investments in select markets throughout Africa, Asia,
Australia and Europe through which it services the global needs of
multinational, regional and local manufacturers. For more
information, please visit advantagesolutions.net.
Forward-Looking Statements
Certain statements in this press release may be considered
forward-looking statements within the meaning of the federal
securities laws, including statements regarding the expected impact
of the accounting for the private placement warrants and the timing
of reporting of the Company’s financial results for the quarter
ended March 31, 2021. These forward-looking statements generally
are identified by the words “may,” “should,” “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, including but not limited to the 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 16, 2021 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.
Contacts: Dan RiffChief Investor
Relations & Strategy OfficerAdvantage
SolutionsDaniel.riff@advantagesolutions.net
Dan MorrisonSenior Vice President, Finance &
OperationsAdvantage Solutions
Kevin Doherty Solebury TroutManaging Director
Investorrelations@advantagesolutions.net
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