Advantage Solutions(ADV) - 2019 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Financial Statements Unaudited financial statements from inception to June 30, 2019, reflect a $2,000 net loss and $361,637 in total assets Unaudited Condensed Balance Sheet As of June 30, 2019, total assets were $361,637, liabilities $338,637, and stockholders' equity $23,000 Balance Sheet as of June 30, 2019 | Category | Amount ($) | | :--- | :--- | | Assets | | | Deferred offering costs | 361,637 | | Total Assets | 361,637 | | Liabilities & Stockholders' Equity | | | Accounts payable and accrued expenses | 208,297 | | Promissory note – related party | 130,340 | | Total Current Liabilities | 338,637 | | Total stockholders' equity | 23,000 | | Total Liabilities and Stockholders' Equity | 361,637 | Unaudited Condensed Statement of Operations From inception to June 30, 2019, the company incurred a net loss of $2,000 from general and administrative expenses Statement of Operations (May 2, 2019 - June 30, 2019) | Metric | Value ($) | | :--- | :--- | | General and administrative expenses | 2,000 | | Net Loss | (2,000) | | Weighted average shares outstanding | 11,250,000 | | Net loss per common share, basic and diluted | (0.00) | Unaudited Condensed Statement of Changes in Stockholders' Equity Stockholders' equity increased to $23,000 from inception to June 30, 2019, driven by stock issuance and net loss - The company's total stockholders' equity reached $23,000 by June 30, 2019, following the issuance of Class B common stock for $25,000 and a net loss of $2,000[7] Unaudited Condensed Statement of Cash Flows From inception to June 30, 2019, the company reported zero net cash flow, ending with a $0 cash balance - The company had no cash flow from operating or financing activities, resulting in a cash balance of $0 at the end of the period[8] Supplemental Non-cash Activities | Activity | Amount ($) | | :--- | :--- | | Deferred offering costs in accounts payable | 206,297 | | Deferred offering costs paid by Sponsor for Class B stock | 25,000 | Notes to Unaudited Condensed Financial Statements Notes detail the company's formation, July 2019 IPO, related party transactions, and business combination terms - The company was formed on May 2, 2019, to effect a business combination, with a focus on the consumer sector[10] - On July 22, 2019, the company consummated its IPO of 45,000,000 units at $10.00 per unit, generating gross proceeds of $450 million. Simultaneously, it sold 7,333,333 private placement warrants to the Sponsor for $11.0 million[12][13] - The company has 24 months from the IPO closing (until July 22, 2021) to complete a business combination, or it will be required to liquidate and return the funds held in the Trust Account to public stockholders[19][20] - The Sponsor paid $25,000 for 11,500,000 Founder Shares (Class B common stock). A portion of these shares is subject to forfeiture if the underwriters' over-allotment option is not fully exercised[40] Management's Discussion and Analysis of Financial Condition and Results of Operations This section reviews the company's formation, July 2019 IPO, financial results, and key contractual obligations - The company is a blank check company incorporated on May 2, 2019, intending to focus on business combinations in the consumer sector[67] - From inception to June 30, 2019, the company's activities were solely related to its formation and IPO preparation, resulting in a net loss of $2,000[73][74] - Prior to the IPO, liquidity was provided by the Sponsor through a $25,000 capital contribution and a promissory note, which had a balance of $130,340 as of June 30, 2019, and was fully repaid in July 2019[75] - The company has a deferred underwriting commission of approximately $15.75 million, payable only upon the completion of a Business Combination[78] Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the registrant is not required to provide market risk disclosures - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk[85] Controls and Procedures Management concluded disclosure controls were effective as of June 30, 2019, with no material changes during the quarter - Management concluded that the company's disclosure controls and procedures were effective as of the end of the fiscal quarter ended June 30, 2019[86] - No material changes to the company's internal control over financial reporting occurred during the quarter[88] PART II. OTHER INFORMATION Legal Proceedings The company reported no legal proceedings - There are no legal proceedings to report[90] Risk Factors No material changes occurred to risk factors previously disclosed in the July 17, 2019 prospectus - No material changes have occurred to the risk factors disclosed in the final prospectus from July 17, 2019[91] Unregistered Sales of Equity Securities and Use of Proceeds Unregistered sales of equity securities and use of IPO proceeds are detailed, including funds placed in the Trust Account - On May 2, 2019, the Sponsor acquired 11,500,000 shares of Class B common stock for $25,000 in an unregistered sale[91] - On July 22, 2019, the Sponsor purchased 7,333,333 Private Placement Warrants for $11,000,000 in a private placement[92] - Following the IPO and private placement, $450 million of the net proceeds was placed in the Trust Account[93] Defaults Upon Senior Securities The company reported no defaults upon senior securities - There were no defaults upon senior securities[94] Mine Safety Disclosures This item is not applicable to the company - Mine Safety Disclosures are not applicable[94] Other Information The company reported no other information - There is no other information to report[94] Exhibits This section lists exhibits filed, including CEO and CFO certifications and XBRL data files - The exhibits include certifications from the Chief Executive Officer and Chief Financial Officer as required by the Sarbanes-Oxley Act of 2002[95]