Biggest change(b) 723 (2,524 ) (6,934 ) Fair value adjustments related to contingent consideration related to acquisitions (c) 1,678 11,152 6,572 Acquisition and divestiture related expenses (d) (1,168 ) 3,206 18,950 Restructuring expenses (e) 30,051 — — Reorganization expenses (f) 88,800 56,133 5,971 Litigation (recovery) expenses (g) (1,940 ) 9,519 5,357 Costs associated with COVID-19, net of benefits received (h) — 3,283 7,208 Costs associated with the Take 5 Matter, net of (recoveries) (i) 1,845 (1,380 ) 2,465 EBITDA for economic interests in investments (j) 20,266 (6,128 ) (13,686 ) Adjusted EBITDA from Continuing Operations $ 356,014 $ 352,248 $ 358,493 Reconciliations of Adjusted EBITDA from Discontinued Operations to Net income from discontinued operations is provided in the following table: Discontinued Operations Year Ended December 31, (in thousands) 2024 2023 2022 Net income from discontinued operations, net of tax $ 53,634 $ 20,829 $ 41,350 Add: Interest expense, net 48 68 72 Provision for income taxes from discontinued operations 41,318 8,639 13,104 Depreciation and amortization 4,695 15,841 17,029 (Gain) loss on divestitures (k) (95,099 ) 19,068 — Stock-based compensation expense (a) (2,808 ) 3,947 4,724 Fair value adjustments related to contingent consideration related to acquisitions (c) 1,883 (790 ) (1,798 ) Acquisition and divestiture related expenses (d) 5,537 3,818 2,089 Reorganization expenses (f) 9,535 888 124 EBITDA for economic interests in investments (j) (384 ) (274 ) 798 Adjusted EBITDA from Discontinued Operations $ 18,359 $ 72,034 $ 77,492 44 Financial information by segment, including a reconciliation of Adjusted EBITDA by Segment to operating (loss) income is provided in the following table: Branded Services segment Year Ended December 31, (in thousands) 2024 2023 2022 Operating (loss) income $ (318,573 ) $ 27,193 (757,258 ) Add: Depreciation and amortization 130,212 140,932 144,354 Impairment of goodwill and indefinite-lived asset 275,170 43,500 831,008 Gain on deconsolidation of subsidiaries — (58,891 ) — Loss on divestitures — — 2,863 Stock-based compensation expense (a) 12,391 15,651 10,120 Equity-based compensation of Karman Topco L.P.
Biggest change(b) (1,524 ) 723 (2,524 ) Fair value adjustments related to contingent consideration (c) — 1,678 11,136 Acquisition and divestiture related expenses (gains) (d) 2,237 (1,168 ) 3,206 Restructuring expenses (e) 931 30,051 — Reorganization expenses (f) 62,939 88,800 56,166 Litigation expenses (recovery) (g) 1,133 (1,940 ) 9,519 COVID-19 related (benefits received) costs (h) (5,723 ) — 3,283 (Recovery from) costs associated with the Take 5 Matter (i) (20,720 ) 1,845 (1,380 ) EBITDA for economic interests in investments (j) 14,125 20,266 (6,145 ) Adjusted EBITDA from Continuing Operations $ 331,807 $ 356,014 $ 352,248 Financial information by segment, including a reconciliation of Adjusted EBITDA by Segment to operating (loss) income is provided in the following tables: Branded Services segment Year Ended December 31, (in thousands) 2025 2024 2023 Operating (loss) income $ (64,252 ) $ (318,573 ) $ 27,193 Add: Depreciation and amortization 125,807 130,212 140,932 Impairment of goodwill and indefinite-lived asset 77,797 275,170 43,500 Gain on divestiture and deconsolidation of subsidiaries (27,983 ) — (58,891 ) Stock-based compensation expense (a) 10,221 12,391 15,651 Equity-based compensation of Karman Topco L.P.
(h) Represents (i) costs related to implementation of strategies for workplace safety in response to COVID-19, including employee-relief fund, additional sick pay for front-line teammates, medical benefit payments for furloughed teammates, and personal protective equipment; and (ii) benefits received from government grants for COVID-19 relief.
(h) Represents (i) costs related to implementation of strategies for workplace safety in response to COVID-19, including employee-relief fund, additional sick pay for front-line teammates, medical benefit payments for furloughed teammates, and personal protective equipment; and (ii) benefits received from government grants for COVID-19 relief.
Retailer Services segment revenues are primarily recognized in the form of commissions, fee-for-service and cost-plus fees for providing consulting services related to private brand development, the execution of merchandising strategies and marketing strategies within retailer locations, including retail media networks and analyzing shopper behavior.
Retailer Services segment revenues are primarily recognized in the form of commissions, fee-for-service and cost-plus fees for providing consulting services related to private brand development, the execution of merchandising strategies and marketing strategies within retailer locations, including retail media networks and analyzing shopper behavior.
Adjusted EBITDA by Segment means, with respect to each segment, operating (loss) income from continuing operations before (i) depreciation, (ii) amortization of intangible assets, (iii) impairment of goodwill, (iv) stock based compensation expense, (v) equity-based compensation of Karman Topco L.P., (vi) fair value adjustments of contingent consideration related to acquisitions, (vii) acquisition and divestiture related expenses, (viii) restructuring expenses, (ix) reorganization expenses, (x) litigation expenses (recovery), (xi) costs associated with COVID-19, net of benefits received, (xii) costs associated with (recovery from) the Take 5 Matter, (xiii) EBITDA for economic interests in investments and (xiv) other adjustments that management believes are helpful in evaluating our operating performance, in each case, attributable to such segment.
Adjusted EBITDA by Segment means, with respect to each segment, operating income (loss) from continuing operations before (i) depreciation, (ii) amortization of intangible assets, (iii) impairment of goodwill, (iv) stock based compensation expense, (v) equity-based compensation of Karman Topco L.P., (vi) fair value adjustments of contingent consideration related to acquisitions, (vii) acquisition and divestiture related expenses, (viii) restructuring expenses, (ix) reorganization expenses, (x) litigation expenses (recovery), (xi) COVID-19 benefits received, (xii) costs associated with (recovery from) the Take 5 Matter, (xiii) EBITDA for economic interests in investments and (xiv) other adjustments that management believes are helpful in evaluating our operating performance, in each case, attributable to such segment.
Adjusted EBITDA from Continuing Operations and Adjusted EBITDA from Discontinued Operations means net income before (i) interest expense (net), (ii) provision for (benefit from) income taxes, (iii) depreciation, (iv) amortization of intangible assets, (v) impairment of goodwill, (vi) changes in fair value of warrant liability, (vii) stock-based compensation expense, (viii) equity-based compensation of Karman Topco L.P., (ix) fair value adjustments of contingent consideration related to acquisitions, (x) acquisition and divestiture related expenses, (xi) (gain) loss on divestitures, (xii) restructuring expenses, (xiii) reorganization expenses, (xiv) litigation expenses (recovery), (xv) costs associated with COVID-19, net of benefits received, (xvi) costs associated with (recovery from) the Take 5 Matter, (xvii) EBITDA for economic interests in investments and (xviii) other adjustments that management believes are helpful in evaluating our operating performance.
Adjusted EBITDA from Continuing Operations means net loss before (i) interest expense (net), (ii) provision for (benefit from) income taxes, (iii) depreciation, (iv) amortization of intangible assets, (v) impairment of goodwill, (vi) changes in fair value of warrant liability, (vii) stock-based compensation expense, (viii) equity-based compensation of Karman Topco L.P., (ix) fair value adjustments of contingent consideration related to acquisitions, (x) acquisition and divestiture related expenses, (xi) (gain) loss on divestiture, (xii) restructuring expenses, (xiii) reorganization expenses, (xiv) litigation expenses (recovery), (xv) COVID-19 benefits received, (xvi) costs associated with (recovery from) the Take 5 Matter, (xvii) EBITDA for economic interests in investments and (xviii) other adjustments that management believes are helpful in evaluating our operating performance.
We evaluate these measures in conjunction with our results according to GAAP because we believe they provide a more complete understanding of factors and trends affecting our business than GAAP measures alone. Furthermore, the agreements governing our indebtedness contain covenants and other tests based on measures substantially similar to Adjusted EBITDA from Continuing Operations and Adjusted EBITDA from Discontinued Operations.
We evaluate these measures in conjunction with our results according to GAAP because we believe they provide a more complete understanding of factors and trends affecting our business than GAAP measures alone. Furthermore, the agreements governing our indebtedness contain covenants and other tests based on measures substantially similar to Adjusted EBITDA from Continuing Operations.
The estimated fair values of the underlying reporting units were determined based on a combination of the income and market approaches. The income approach utilizes estimates of discounted cash flows for the underlying business, which requires assumptions for growth rates, EBITDA margins, terminal growth rate, discount rate, and incremental net working capital, all of which require significant management judgment.
The estimated fair values of the underlying reporting units were determined based on a combination of the income and market approaches. The income approach utilizes estimates of discounted cash flows for the 32 underlying business, which requires assumptions for growth rates, EBITDA margins, terminal growth rate, discount rate, and incremental net working capital, all of which require significant management judgment.
We present Adjusted Net Income because we use it as a supplemental measure to evaluate the performance of our business in a way that also considers our ability to generate profit without the impact of items that we do not believe are indicative of our operating performance or are unusual or infrequent in nature and aid in the comparability of our performance from period to period.
We present Adjusted Net Income because we use it as a supplemental measure to evaluate the performance of our business in a way that also considers our ability to generate profit without the impact of items that we 34 do not believe are indicative of our operating performance or are unusual or infrequent in nature and aid in the comparability of our performance from period to period.
These estimates and assumptions include revenue growth rates, terminal growth rate, discount rates and royalty rate, which requires significant management judgment. The assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy.
These estimates and assumptions include revenue growth rates, terminal growth 47 rate, discount rates and royalty rate, which requires significant management judgment. The assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy.
We 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, revenue is recognized using a time-based measure resulting in a straight-line revenue recognition.
We determined that the input method represents a reasonable method to measure the 46 satisfaction of the performance obligation to the client. For contracts with a fixed monthly fee, revenue is recognized using a time-based measure resulting in a straight-line revenue recognition.
(b) Represents adjustments to the estimated fair value of our contingent consideration liabilities related to our acquisitions, for the applicable periods. (c) Represents fees and costs associated with activities related to our acquisitions, divestitures, and related activities, including professional fees, due diligence, and integration activities.
(b) Represents adjustments to the estimated fair value of our contingent consideration liabilities related to our acquisitions, for the applicable periods. (c) Represents fees and costs associated with activities related to our acquisitions, divestitures, and related reorganization activities, including professional fees, due diligence, and integration activities.
When such probable 53 threshold is not satisfied, we will constrain some or all of the variable consideration, and such constrained amount will not be recognized as revenue until the probable threshold is met or the uncertainty is resolved and the final amount is known.
When such probable threshold is not satisfied, we will constrain some or all of the variable consideration, and such constrained amount will not be recognized as revenue until the probable threshold is met or the uncertainty is resolved and the final amount is known.
We present Adjusted EBITDA from Continuing Operations, Adjusted EBITDA from Discontinued Operations and Adjusted EBITDA by Segment because they are key operating measures used by us to assess our financial performance.
We present Adjusted EBITDA from Continuing Operations and Adjusted EBITDA by Segment because they are key operating measures used by us to assess our financial performance.
Additionally, when we enter into certain new client relationships, we may experience an initial increase in expenses associated with hiring, training and other items needed to launch the new relationship. Selling, General and Administrative Expenses Selling, general and administrative expenses consist primarily of salaries, payroll taxes and benefits for corporate personnel.
Additionally, when we enter into certain new client relationships, we may experience an initial increase in expenses associated with hiring, training and other items needed to launch the new relationship. Selling, General and Administrative Expenses Selling, general and administrative expenses consist primarily of salaries, payroll taxes and benefits for corporate and shared-service personnel.
The Borrower will be required to prepay the Term Loan Facility with 100% of the net cash proceeds of certain asset sales (such percentage subject to reduction based on the achievement of specific first lien net leverage ratios) and subject to certain reinvestment rights, 100% of the net cash proceeds of certain debt issuances and 50% of excess cash flow (such percentage subject to reduction based on the achievement of specific first lien net leverage ratios).
We will be required to prepay the Term Loan Facility with 100% of the net cash proceeds of certain asset sales (such percentage subject to reduction based on the achievement of specific first lien net leverage ratios) and subject to certain reinvestment rights, 100% of the net cash proceeds of certain debt issuances and 50% of excess cash flow (such percentage subject to reduction based on the achievement of specific first lien net leverage ratios).
In addition, we expect existing domestic cash and cash flows from operations to continue to be sufficient to fund our domestic operating activities and cash commitments for investing and financing activities, such as debt repayment and capital expenditures, for at least the next 12 months and thereafter for the foreseeable future.
We expect existing domestic cash and cash flows from operations to continue to be sufficient to fund our domestic operating activities and cash commitments for investing and financing activities, such as debt repayment and capital expenditures, for at least the next 12 months and thereafter for the foreseeable future.
How We Assess the Performance of Our Business Revenues Revenues related to the Branded Services segment are primarily recognized in the form of commissions, fee-for-service and cost-plus fees for providing headquarter relationship management, execution of merchandising strategies and omni-commerce marketing services.
How We Assess the Performance of Our Business Revenues Branded Services segment revenues are primarily recognized in the form of commissions, fee-for-service and cost-plus fees for providing headquarter relationship management, execution of merchandising strategies and omni-commerce marketing services.
Refer to Note 8 — Debt of our audited consolidated financial statements for the year ended December 31, 2024 for additional information regarding the maturities of debt principal. Total debt excluding deferred issuance costs does not include the obligation of future interest payments.
Refer to Note 8— Debt of our audited consolidated financial statements for the year ended December 31, 2025 for additional information regarding the maturities of debt principal. Total debt excluding deferred issuance costs does not include the obligation of future interest payments.
We record 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 for the year ended December 31, 2024.
We record 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 for the year ended December 31, 2025.
Branded merchandising services relate to merchandising in-store and online for branded consumer goods manufacturers. Omni-commerce marketing services primarily relate to digital and field marketing services. Experiential Services segment revenues are primarily recognized in the form of fee-for-service and cost-plus fees for providing in-store, digital sampling and demonstrations, where we manage highly customized, large-scale sampling programs for leading brands and retailers.
Branded merchandising services relate to merchandising in-store and online for branded CPG manufacturers. Omni-commerce marketing services primarily relate to digital and field marketing services. Experiential Services segment revenues are primarily recognized in the form of fee-for-service and cost-plus fees for providing in-store, digital sampling and demonstrations, where we manage highly customized, large-scale sampling programs for leading brands and retailers.
The Borrower may voluntarily prepay loans or reduce commitments under the Term Loan Facility, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty.
We may voluntarily prepay loans or reduce commitments under the Term Loan Facility, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty.
Revenues within the Branded Services segment are further disaggregated between brokerage services, branded merchandising services, omni-commerce marketing services, and revenues related to our European joint venture (prior to the deconsolidation during fiscal year 2023). Brokerage services revenues are primarily outsourced sales and services for branded consumer goods manufacturers at retailer headquarters, in-store and online.
Revenues within the Branded Services segment are further disaggregated between brokerage services, branded merchandising services, omni-commerce marketing services, and revenues related to our European joint venture (prior to the deconsolidation during fiscal year 2023). Brokerage services revenues are primarily outsourced sales and services for branded CPG manufacturers at retailer headquarters, in-store and online.
As part of these arrangements, we provide a variety of services to consumer goods manufacturers in order to improve the manufacturer’s sales to retailers. This includes primarily outsourced sales, business development, category and space management, relationship management and in-store sales strategy services.
As part of these arrangements, we provide a variety of services to CPG manufacturers in order to improve the manufacturer’s sales to retailers. This includes primarily outsourced sales, business development, category and space management, relationship management and in-store sales strategy services.
Brokerage services is primarily an outsourced sales and services agency for branded consumer goods manufacturers at retailer headquarters, in-store and online. Additionally, we lead with insights to execute branded merchandising strategies for branded consumer goods manufacturers related to merchandising in-store and online to drive product sales.
Brokerage services is primarily an outsourced sales and services agency for branded CPG manufacturers at retailer headquarters, in-store and online. Additionally, we lead with insights to execute branded merchandising strategies for branded CPG manufacturers related to merchandising in-store and online to drive product sales.
The amortization of such intangible assets recorded in our consolidated financial statements has a significant impact on our operating (loss) income and net loss. Our historical acquisitions have increased, and future acquisitions likely will increase, our intangible assets.
The amortization of such intangible assets recorded in our consolidated financial statements has a significant impact on our operating (loss) income and net loss. Our historical acquisitions have increased, and any future acquisitions likely would increase, our intangible assets.
(the “Borrower”), our indirect wholly-owned subsidiary of the Company, has (i) a senior secured asset-based revolving credit facility in an aggregate principal amount of up to $500.0 million, subject to borrowing base capacity (as may be amended from time to time, the “Revolving Credit Facility”) and (ii) a secured first lien term loan credit facility in an aggregate principal amount of $1.1 billion (as may be amended from time to time, the “Term Loan Facility” and together with the Revolving Credit Facility, the “Senior Secured Credit Facilities”).
(the “Borrower”), our indirect wholly-owned subsidiary, has (i) a senior secured asset-based revolving credit facility in an aggregate principal amount of up to $500.0 million, subject to borrowing base capacity (as may be amended from time to time, the “Revolving Credit Facility”) and (ii) a secured first lien term loan credit facility in an aggregate principal amount of $1.1 billion (as may be amended from time to time, the “Term Loan Facility” and together with the Revolving Credit Facility, the “Senior Secured Credit Facilities”). 42 Revolving Credit Facility Our Revolving Credit Facility provides for revolving loans and letters of credit in an aggregate amount of up to $500.0 million, subject to borrowing base capacity.
Discussions of 2023 items and year-to-year comparisons between 2023 and 2022 are not included in this Form 10-K, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 1, 2024.
Discussions of 2024 items and year-to-year comparisons between 2024 and 2023 are not included in this Annual Report, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 7, 2025.
Income Taxes Income tax expense and our effective tax rates can be affected by many factors, including state apportionment factors, our acquisition and divestiture strategy, tax incentives and credits available to us, changes in judgment regarding our ability to realize our deferred tax assets, changes in our worldwide mix of pre-tax losses or earnings, changes in existing tax laws and our assessment of uncertain tax positions.
Income Taxes Income tax expense and our effective tax rates can be affected by many factors, including state apportionment factors, our acquisitions and divestitures, tax incentives and credits available to us, changes in judgment regarding our ability to realize our deferred tax assets, changes in our worldwide mix of pre-tax losses or earnings, changes in existing tax laws and our assessment of uncertain tax positions.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto included in Item 8 “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto included in Item 8 “Financial Statements and Supplementary Data” in this Annual Report.
The Issuer may voluntarily prepay loans or reduce commitments under the Notes, in whole or in part without premium or penalty.
We may voluntarily prepay loans or reduce commitments under the Notes, in whole or in part without premium or penalty.
Restrictive covenants The Notes are subject to covenants that, among other things limit the Issuer’s ability and its restricted subsidiaries’ ability to: incur additional indebtedness or guarantee indebtedness; pay dividends or make other distributions in respect of, or repurchase or redeem, the Issuer’s or a parent entity’s capital stock; prepay, redeem or repurchase certain indebtedness; issue certain preferred stock or similar equity securities; make loans and investments; sell or otherwise dispose of assets; incur liens; enter into transactions with affiliates; enter into agreements restricting the Issuer’s subsidiaries’ ability to pay dividends; and consolidate, merge or sell all or substantially all of the Issuer’s assets.
The Notes are subject to covenants that, among other things limit our ability and our restricted subsidiaries’ ability to: incur additional indebtedness or guarantee indebtedness; pay dividends or make other distributions in respect of, or repurchase or redeem, our capital stock; prepay, redeem or repurchase certain indebtedness; issue certain preferred stock or similar equity securities; make loans and investments; sell or otherwise dispose of assets; incur liens; enter into transactions with affiliates; enter into agreements restricting our subsidiaries’ ability to pay dividends; and consolidate, merge or sell all or substantially all of our assets.
In connection with any offer to purchase all Notes, if holders of no less than 90% of the aggregate principal amount of Notes validly tender their Notes, the Issuer is entitled to redeem any remaining Notes at the price offered to each holder.
In connection with any offer to purchase all Notes, if holders of no less than 90% of the aggregate principal amount of Notes validly tender their Notes, we are entitled to redeem any remaining Notes at the price offered to each holder.
We also manage, organize and execute special events for brands and retailers, including large-scale meetings, mobile tours, summits and festivals. Through our Retailer Services segment, which generated approximately 27.1% and 25.2% of our revenues in the years ended December 31, 2024 and 2023, respectively, we provide end-to-end advisory, retailer merchandising and agency services to retailers.
We also manage, organize and execute special events for brands and retailers, including large-scale meetings, mobile tours, summits and festivals. Through our Retailer Services segment, which generated approximately 26.6% and 27.1% of our revenues in the years ended December 31, 2025 and 2024, respectively, we provide end-to-end advisory, retailer merchandising and agency services to retailers.
None of Adjusted EBITDA from Continuing Operations, Adjusted EBITDA from Discontinued Operations nor Adjusted EBITDA by Segment should be considered as an alternative for Net loss or operating (loss) income, our most directly comparable measures presented on a GAAP basis.
Neither Adjusted EBITDA from Continuing Operations nor Adjusted EBITDA by Segment should be considered as an alternative for Net (loss) income or operating income (loss), our most directly comparable measures presented on a GAAP basis.
Through our Experiential Services segment, which generated approximately 36.3% and 29.7% of our revenues in the years ended December 31, 2024 and 2023, respectively, we help brands and retailers reach consumers and convert shoppers into buyers through in-store and online sampling and demonstrations. We manage highly customized, large-scale sampling programs for leading brands and retailers.
Through our Experiential Services segment, which generated approximately 40.5% and 36.3% of our revenues in the years ended December 31, 2025 and 2024, respectively, we help brands and retailers reach consumers and convert shoppers into buyers through in-store and online sampling and demonstrations. We manage highly customized, large-scale sampling programs for leading brands and retailers.
The intangible asset with an indefinite useful life is not amortized but tested annually, at the beginning of the fourth quarter, for impairment or more often if events occur or circumstances change that would create a triggering event.
Indefinite-Lived Asset Our indefinite-lived intangible asset is comprised of our trade name. The intangible asset with an indefinite useful life is not amortized but tested annually, at the beginning of the fourth quarter, for impairment or more often if events occur or circumstances change that would create a triggering event.
During the year ended December 31, 2024, we incurred $88.8 million in reorganization expenses related to various internal reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs, compared to $56.1 million during the year ended December 31, 2023.
During the year ended December 31, 2025, we incurred $62.9 million in reorganization expenses related to various internal reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs, compared to $88.8 million during the year ended December 31, 2024.
(3) We have an aggregate principal amount of $1.106 billion borrowing on the Term Loan Facility, which bears the applicable interest rate of 4.25% per annum, and $615.1 million in Senior Secured Notes, which is subject to a fixed interest rate of 6.5%.
(3) We have an aggregate principal amount of $1.093 billion borrowing on the Term Loan Facility, which bears the applicable interest rate at a floating rate of Term SOFR plus 4.25% per annum, and $595.1 million in Senior Secured Notes, which is subject to a fixed interest rate of 6.5%.
Interest Expense Interest expense relates primarily to borrowings under our material debt agreements as described below.
Other (Income) Expenses Interest Expense Interest expense relates primarily to borrowings under our material debt agreements as described below.
The following table represents a sensitivity analysis on the indefinite-lived trade name intangible asset depicting the percent increase in the $42.0 million charge related to the indefinite-lived trade name had the fair value been estimated with a 0.1% increase in the discount rate used and a 0.1% decrease in the royalty rate used at December 31, 2024.
The following table represents a sensitivity analysis on the indefinite-lived trade name intangible asset depicting the percent increase in the $167.1 million charge related to the indefinite-lived trade name had the fair value been estimated with a 0.5% increase in the discount rate used and a 0.1% decrease in the royalty rate used at October 1, 2025.
Borrowings will bear interest at a floating rate of Term SOFR plus an applicable margin of 4.25% per annum, subject to additional spread adjustment on SOFR ranging from 0.11% to 0.26%.
Borrowings will bear interest at a floating rate of Term SOFR plus an applicable margin of 4.25% per annum, subject to additional spread adjustment on SOFR ranging from 0.11% to 0.26%. The Term Loan Facility matures on October 28, 2027.
(d) Restructuring charges including programs designed to integrate and reduce costs intended to further improve efficiencies in operational activities and align cost structures consistent with revenue levels associated with business changes. Restructuring expenses include costs associated with the VERP and special termination benefits associated with the 2024 RIF and other optimization initiatives.
(d) Restructuring charges, including programs designed to integrate and reduce costs intended to further improve efficiencies in operational activities and align cost structures consistent with revenue levels associated with business changes. Restructuring expenses include costs associated with the Voluntary Early Retirement Program, special termination benefits associated with the reduction-in-force that occurred in 2024, and other optimization initiatives.
As a result, we recognized an intangible asset impairment charge of $43.5 million related to our indefinite-lived trade name during the year ended December 31, 2023, which has been reflected in “Impairment of goodwill and indefinite-lived asset” in the Consolidated Statements of Operations and Comprehensive Loss.
We recognized an intangible asset impairment charge of $43.5 million related to our indefinite-lived 31 trade name during the year ended December 31, 2023. The impairment charges have been reflected in “Impairment of goodwill and indefinite-lived asset” in our Consolidated Statements of Operations and Comprehensive Loss. • Foreign Exchange Fluctuations.
Through our Branded Services segment, which generated approximately 36.6% and 45.1% of our revenues in the years ended December 31, 2024 and 2023, respectively, we provide services to branded consumer goods manufacturers through three main categories: brokerage, branded merchandising and omni-commerce marketing services.
Through our Branded Services segment, which generated approximately 32.9% and 36.6% of our revenues in the years ended December 31, 2025 and 2024, respectively, we provide services to branded CPG manufacturers through three main categories: brokerage, branded merchandising and omni-commerce marketing services.
Selling, General and Administrative Expenses Selling, general and administrative expenses as a percentage of revenues for the year ended December 31, 2024 was 9.1%, as compared to 6.4% for the year ended December 31, 2023.
Selling, General and Administrative Expenses Selling, general and administrative expenses as a percentage of revenues for the year ended December 31, 2025 was 7.8%, as compared to 9.1% for the year ended December 31, 2024.
Adjusted Net Income means net loss from continuing operations before (i) net income attributable to noncontrolling interest, (ii) impairment of goodwill and indefinite-lived asset, (iii) gain on deconsolidation of subsidiaries, (iv) equity-based compensation of Karman Topco L.P., (v) changes in fair value of warrant liability, (vi) fair value adjustments of contingent consideration related to acquisitions, (vii) acquisition and divestiture related expenses, (viii) restructuring expenses, (ix) reorganization expenses, (x) litigation expenses, (xi) amortization of intangible assets, (xii) costs associated with COVID-19, net of benefits received, (xiii) gain on repurchases of Term Loan Facility and Senior Secured Notes debt, (xiv) costs associated with (recovery from) the Take 5 Matter, (xv) other adjustments that management believes are helpful in evaluating our operating performance, and (xvi) related tax adjustments.
A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP measure is provided below: • Adjusted Net Income • Adjusted EBITDA from Continuing Operations • Adjusted EBITDA by Segment We define Adjusted Net Income, which is a Non-GAAP financial measure, as net (loss) income before (i) net income attributable to noncontrolling interest, (ii) impairment of goodwill and indefinite-lived assets, (iii) gain on deconsolidation of subsidiaries, (iv) equity-based compensation of Karman Topco L.P., (v) changes in fair value of warrant liability, (vi) fair value adjustments of contingent consideration related to acquisitions, (vii) acquisition and divestiture related expenses, (viii) restructuring expenses, (ix) reorganization expenses, (x) litigation expenses, (xi) amortization of intangible assets, (xii) gain on repurchases of Term Loan Facility and Notes (as such terms are defined below) debt, (xiii) COVID-19 benefits received, (xiv) costs associated with (recovery from) the Take 5 Matter, (xv) other adjustments that management believes are helpful in evaluating our operating performance, and (xvi) related tax adjustments.
Actual results may differ from these estimates under different assumptions and conditions. 52 We evaluated the development and selection of our critical accounting policies and estimates and believe that the following involve a higher degree of judgment or complexity and are most significant to reporting our results of operations and financial position, and are therefore discussed as critical.
We evaluated the development and selection of our critical accounting policies and estimates and believe that the following involve a higher degree of judgment or complexity and are most significant to reporting our results of operations and financial position, and are therefore discussed as critical.
We may use borrowings under the Revolving Credit Facility to fund working capital and for other general corporate purposes, including permitted acquisitions and other investments.
The Revolving Credit Facility matures five years after the date we enter into the Revolving Credit Facility. We may use borrowings under the Revolving Credit Facility to fund working capital and for other general corporate purposes, including permitted acquisitions and other investments.
Net Loss from Continuing Operations Net loss from continuing operations was $378.4 million for the year ended December 31, 2024, compared to net loss from continuing operations of $81.2 million for the year ended December 31, 2023.
Net Loss from Continuing Operations Net loss from continuing operations was $227.7 million for the year ended December 31, 2025, compared to net loss from continuing operations of $378.4 million for the year ended December 31, 2024.
We evaluate our accounting policies, estimates and judgments on an on-going basis. We base our estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances.
We evaluate our accounting policies, estimates and judgments on an on-going basis. We base our estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions.
Interest Expense, Net Interest expense, net decreased $18.9 million, or 11.4%, to $146.8 million for the year ended December 31, 2024, from $165.7 million for the year ended December 31, 2023.
Interest Expense, Net Interest expense, net decreased $7.9 million, or 5.4%, to $138.9 million for the year ended December 31, 2025, from $146.8 million for the year ended December 31, 2024.
(a) 723 (2,524 ) (6,934 ) Changes in fair value of warrant liability (584 ) (286 ) (21,236 ) Fair value adjustments related to contingent consideration related to acquisitions (b) 1,678 11,152 6,572 Acquisition and divestiture related expenses (c) (1,168 ) 3,206 18,950 Restructuring expenses (d) 30,051 — — Reorganization expenses (e) 88,800 56,133 5,970 Litigation expenses (recovery) (f) (1,940 ) 9,519 5,357 Loss of disposal of assets — — 2,863 Amortization of intangible assets (g) 177,296 186,827 189,064 Costs associated with COVID-19, net of benefits received (h) — 3,283 7,208 Gain on repurchases of Term Loan Facility and Senior Secured Notes debt (i) (7,091 ) (8,665 ) — Costs associated with the Take 5 Matter, net of (recoveries) (j) 1,845 (1,380 ) 2,465 Tax adjustments related to non-GAAP adjustments (k) (110,664 ) (79,519 ) (204,770 ) Adjusted Net Income from Continuing Operations $ 75,712 $ 78,798 $ 155,623 (a) Represents expenses related to (i) equity-based compensation expense associated with grants of Common Series D Units of Topco made to one of the Advantage Sponsors and (ii) equity-based compensation expense associated with the Common Series C Units of Topco.
(a) (1,524 ) 723 (2,524 ) Change in fair value of warrant liabilities (83 ) (584 ) (286 ) Fair value adjustments related to contingent consideration related to acquisitions (b) — 1,678 11,152 Acquisition and divestiture related expenses (gains) (c) 2,237 (1,168 ) 3,206 Restructuring expenses (d) 931 30,051 — Reorganization expenses (e) 62,939 88,800 56,133 Litigation expenses (recoveries) (f) 1,133 (1,940 ) 9,519 Amortization of intangible assets (g) 171,559 177,296 186,827 Costs associated with COVID-19, net of benefits received (h) (5,723 ) — 3,283 Gain on repurchases of Term Loan Facility and Notes (i) (1,649 ) (7,091 ) (8,665 ) (Recovery from) costs associated with the Take 5 Matter (j) (20,720 ) 1,845 (1,380 ) Tax adjustments related to non-GAAP adjustments (k) (95,489 ) (110,664 ) (79,519 ) Adjusted Net Income from Continuing Operations $ 61,578 $ 75,712 $ 78,798 (a) Represents expenses related to (i) equity-based compensation expense associated with grants of Common Series D Units of Karman Topco made to one of the Advantage Sponsors and (ii) equity-based compensation expense associated with the Common Series C Units of Karman Topco.
(i) Represents gains associated with the repurchases of Term Loan Facility and Senior Secured Notes, net of deferred financing fees related to repricing of Term Loan Facility. For additional information, refer to Note 8— Debt to our consolidated financial statements for the years ended December 31, 2024 and 2023.
(i) Represents a gain associated with the repurchases of Notes and Term Loan Facility debt, net of deferred financing fees related to repricing of Term Loan Facility. For additional information, refer to Note 8—Debt to our audited financial statements for the year ended December 31, 2025.
Executive Overview We are a leading business solutions provider to consumer goods manufacturers and retailers. We have a strong platform of essential, business critical services like headquarter sales, retail merchandising, in-store sampling and private brand development.
Executive Overview We are a leading omni-commerce business solutions provider to CPG manufacturers and retailers. We have a strong platform of essential, business critical services like headquarter sales, retail merchandising, in-store sampling, digital commerce and shopper marketing.
(b) 2,445 (687 ) (2,650 ) Fair value adjustments related to contingent consideration related to acquisitions (c) 1,678 11,136 6,572 Acquisition and divestiture related expenses (d) 168 1,777 8,167 Restructuring expenses (e) 19,343 — — Reorganization expenses (f) 35,910 28,739 3,434 Litigation expenses (g) 610 2,181 — Costs associated with COVID-19, net of benefits received (h) — (323 ) 2,600 Costs associated with the Take 5 Matter, net of (recoveries) (i) 1,845 (1,380 ) 2,465 EBITDA for economic interests in investments (j) 20,266 (6,145 ) (13,663 ) Branded Services segment Adjusted EBITDA $ 181,465 $ 203,683 $ 238,012 Experiential Services segment Year Ended December 31, (in thousands) 2024 2023 2022 Operating income (loss) $ 255 $ 3,295 (371,900 ) Add: Depreciation and amortization 41,728 36,584 37,906 Impairment of goodwill and indefinite-lived asset — — 354,452 Stock-based compensation expense (a) 7,761 (3,420 ) (1,342 ) Equity-based compensation of Karman Topco L.P.
(b) (95 ) 2,445 (687 ) Fair value adjustments related to contingent consideration (c) — 1,678 11,136 Acquisition and divestiture related expenses (d) 1,234 168 1,777 Restructuring expenses (e) 358 19,343 — Reorganization expenses (f) 28,075 35,910 28,739 Litigation expenses (g) 302 610 2,181 COVID-19 benefits received (h) (1,891 ) — (323 ) (Recovery from) costs associated with the Take 5 Matter (i) (20,720 ) 1,845 (1,380 ) EBITDA for economic interests in investments (j) 14,125 20,266 (6,145 ) Branded Services segment Adjusted EBITDA $ 142,978 $ 181,465 $ 203,683 40 Experiential Services segment Year Ended December 31, (in thousands) 2025 2024 2023 Operating (loss) income $ (17,205 ) $ 255 $ 3,295 Add: Depreciation and amortization 42,751 41,728 36,584 Impairment of indefinite-lived asset 53,086 — — Stock-based compensation expense (a) 7,104 7,761 (3,420 ) Equity-based compensation of Karman Topco L.P.
Term Loan Facility The Term Loan Facility consists of a term loan credit facility denominated in U.S. dollars in an aggregate principal amount of $1.106 billion. Borrowings under the Term Loan Facility amortize in equal quarterly installments in an amount equal to 1.00% per 49 annum of the principal amount.
We were in compliance with all covenants during the fiscal year. Term Loan Facility The Term Loan Facility consists of a term loan credit facility denominated in U.S. dollars in an aggregate principal amount of $1.093 billion. Borrowings under the Term Loan Facility amortize in equal quarterly installments in an amount equal to 1.00% per annum of the principal amount.
Refer to Note 12— Stock Based Compensation and Other Benefit Plans to our audited consolidated financial statements included elsewhere in this Annual Report for details regarding stock-based compensation plans. Recently Issued Accounting Pronouncements Refer to Note 1— Organization and Significant Accounting Policies – Recent Accounting Pronouncements , to our audited consolidated financial statements included elsewhere in this Annual Report.
Recently Issued Accounting Pronouncements Refer to Note 1— Organization and Significant Accounting Policies – Recent Accounting Pronouncements , to our audited consolidated financial statements included elsewhere in this Annual Report.
We assessed our determination as to our indefinite reinvestment intent for certain of our foreign subsidiaries and recorded a deferred tax liability of approximately $0.6 million of withholding tax as of December 31, 2024 for unremitted earnings in Canada with respect to which we do not have an indefinite reinvestment assertion.
Nonetheless, we assessed our determination as to our indefinite reinvestment intent for certain of our foreign subsidiaries and branches and recorded a deferred tax liability of approximately $1.0 million of withholding tax as of December 31, 2025 for unremitted earnings in Canada.
None of Adjusted EBITDA from Continuing Operations, Adjusted EBITDA from Discontinued Operations nor Adjusted EBITDA by Segment should be considered as an alternative for our Net income from discontinued operations, our most directly comparable measure presented on a GAAP basis.
Adjusted Net Income should not be considered as an alternative for Net loss, our most directly comparable measure presented on a GAAP basis. Adjusted EBITDA from Continuing Operations and Adjusted EBITDA by Segment are supplemental Non-GAAP financial measures of our operating performance.
(e) Represents fees and costs associated with various internal reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs. (f) Represents legal settlements, reserves, and expenses that are unusual or infrequent costs associated with our operating activities. (g) Represents the amortization of intangible assets recorded in connection with the 2014 Topco Acquisition and our other acquisitions.
(e) Represents fees and costs associated with various internal reorganization and transformational activities, including professional fees, lease and other contract exit costs, severance, and nonrecurring compensation costs. (f) Represents legal settlements, reserves, and expenses that are unusual or infrequent costs associated with our operating activities.
(b) (825 ) (805 ) (1,698 ) Fair value adjustments related to contingent consideration related to acquisitions (c) — 7 — Acquisition and divestiture related expenses (d) 47 512 3,357 Restructuring expenses (e) 4,368 — — Reorganization expenses (f) 21,757 12,099 1,506 Litigation expenses (recoveries) (g) 606 1,842 (700 ) Costs associated with COVID-19, net of benefits received (h) — 2,889 3,968 Experiential Services segment Adjusted EBITDA $ 75,697 $ 53,003 $ 25,549 45 Retailer Services segment Year Ended December 31, (in thousands) 2024 2023 2022 Operating (loss) income $ 23,335 $ 16,101 (364,785 ) Add: Depreciation and amortization 32,613 31,340 33,786 Impairment of goodwill and indefinite-lived asset — — 387,063 Stock-based compensation expense (a) 10,867 26,702 26,323 Equity-based compensation of Karman Topco L.P.
(b) (729 ) (825 ) (805 ) Acquisition and divestiture related expenses (d) 541 47 512 Restructuring expenses (e) 186 4,368 — Reorganization expenses (f) 17,256 21,757 12,106 Litigation expenses (g) 563 606 1,842 COVID-19 related (benefits received) costs (h) (2,069 ) — 2,889 Experiential Services segment Adjusted EBITDA $ 101,484 $ 75,697 $ 53,003 Retailer Services segment Year Ended December 31, (in thousands) 2025 2024 2023 Operating (loss) income $ (45,009 ) $ 23,335 $ 16,101 Add: Depreciation and amortization 33,700 32,613 31,340 Impairment of goodwill and indefinite-lived asset 72,802 — — Stock-based compensation expense (a) 9,590 10,867 26,702 Equity-based compensation of Karman Topco L.P.
In connection with our reorganization initiatives, in September 2024, we announced a cost savings program to improve operational performance and align cost structures consistent with revenue levels associated with business changes, which includes special termination benefits associated with a reduction-in-force (“2024 RIF”) and other optimization initiatives.
In September 2024, we also launched a cost‑savings program to improve operational performance and align our cost structure with current revenue levels. This program included special termination benefits associated with a reduction‑in‑force (“2024 RIF”) and other optimization initiatives.
We utilize a combination of income and market approaches to estimate the fair value of our reporting units.
The Company has five reporting units (Branded Services, Branded Agencies, Experiential Services, Merchandising and Retailer Agencies). We utilize a combination of income and market approaches to estimate the fair value of our reporting units.
(j) Represents cash receipts from an insurance policy for claims related to the Take 5 Matter and costs associated with investigation and remediation activities related to the Take 5 Matter, primarily professional fees and other related costs.
(j) Represents recoveries related to the Take 5 Matter, including cash received from an insurance policy and amounts collected from parties responsible for the underlying misconduct, as well as costs associated with investigation and remediation activities, primarily professional fees and other related expenses.
(i) Represents cash receipts from an insurance policy for claims related to the Take 5 Matter and costs associated with investigation and remediation activities related to the Take 5 Matter, primarily professional fees and other related costs.
(i) Represents recoveries related to the Take 5 Matter, including cash received from an insurance policy and amounts collected from parties responsible for the underlying misconduct, as well as costs associated with investigation and remediation activities, primarily professional fees and other related expenses.
(b) (897 ) (1,032 ) (2,586 ) Fair value adjustments related to contingent consideration related to acquisitions (c) — 9 — Acquisition and divestiture related expenses (d) (1,383 ) 917 7,426 Restructuring expenses (e) 6,340 — — Reorganization expenses (f) 31,133 15,295 1,031 Litigation (recovery) expenses (g) (3,156 ) 5,496 6,057 Costs associated with COVID-19, net of benefits received (h) — 717 640 EBITDA for economic interests in investments (j) — 17 (23 ) Retailer Services segment Adjusted EBITDA $ 98,852 $ 95,562 $ 94,932 (a) Represents non-cash compensation expense related to performance stock units, restricted stock units, and stock options under the 2020 Advantage Solutions Incentive Award Plan and the Advantage Solutions 2020 Employee Stock Purchase Plan.
(b) (700 ) (897 ) (1,032 ) Acquisition and divestiture related expenses (gains) (d) 462 (1,383 ) 917 Restructuring expenses (e) 387 6,340 — Reorganization expenses (f) 17,608 31,133 15,321 Litigation expenses (recovery) (g) 268 (3,156 ) 5,496 COVID-19 related (benefits received) costs (h) (1,763 ) — 717 Retailer Services segment Adjusted EBITDA $ 87,345 $ 98,852 $ 95,562 (a) Represents non-cash compensation expense related to performance stock units, restricted stock units, and stock options under the 2020 Advantage Solutions Incentive Award Plan and the Advantage Solutions 2020 Employee Stock Purchase Plan.
This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
This section of this Annual Report generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
Interest and maturity Interest on the Notes is payable semi-annually in arrears on May 15 and November 15 at a rate of 6.50% per annum, commencing on May 15, 2021.
Interest on the Notes is payable semi-annually in arrears on May 15 and November 15 at a rate of 6.50% per annum, commencing on May 15, 2021. The Notes will mature on November 15, 2028. The Notes are redeemable at the applicable redemption prices specified in the Indenture plus accrued and unpaid interest.
We generally combine components that have similar economic characteristics, nature of services, types of clients, distribution methods and regulatory environment. Changes to our operating segments effective January 1, 2024, as described in Note 17— Operating Segments and Geographic Information , resulted in a change to our reporting units (Branded Services, Branded Agencies, Experiential Services, Merchandising and Retailer Agencies).
Changes to our operating segments effective January 1, 2024, as described in Note 17— Operating Segments and Geographic Information , resulted in a change to our reporting units (Branded Services, Branded Agencies, Experiential Services, Merchandising and Retailer Agencies).
Benefit from Income Taxes from Continuing Operations Benefit from income taxes was $62.8 million for the year ended December 31, 2024 as compared to a benefit from income taxes of $37.6 million for the year ended December 31, 2023.
Benefit from Income Taxes Benefit from income taxes was $37.6 million for the year ended December 31, 2025 as compared to a benefit from income taxes of $62.8 million for the year ended December 31, 2024. The decrease in the income tax benefit was primarily driven by a lower pre‑tax loss in 2025 relative to 2024.
Revenue Recognition We recognize revenue when control of promised goods or services is transferred to the client in an amount that reflects the consideration that we expect to be entitled to in exchange for such goods or services.
More information on all of our significant accounting policies can be found in the footnotes to our audited consolidated financial statements included elsewhere in this Annual Report. 45 Revenue Recognition We recognize revenue when control of promised goods or services is transferred to the client in an amount that reflects the consideration that we expect to be entitled to in exchange for such goods or services.
The 2021 Share Repurchase Program permits the repurchase of our Class A common stock on the open market and in other means from time to time. The timing and amount of any share repurchase is subject to prevailing market conditions, relevant securities laws and other considerations, and we are under no obligation to repurchase any specific number of shares.
The timing and amount of any share repurchase is subject to prevailing market conditions, relevant securities laws and other considerations, and we are under no obligation to repurchase any specific number of shares. As of December 31, 2025, there remained $46.2 million of share repurchase availability under the 2021 Share Repurchase Program.
Adjusted Net Income should not be considered as an alternative for our net loss from continuing operations, our most directly comparable measure presented on a GAAP basis. 41 Adjusted Net Income from Continuing Operations A reconciliation of Adjusted Net Income from Continuing Operations to Net loss is provided in the following table: Year Ended December 31, (in thousands) 2024 2023 2022 Net loss from continuing operations $ (378,404 ) $ (81,211 ) $ (1,418,652 ) Less: net income attributable to noncontrolling interests — 2,346 3,757 Add: Impairment of goodwill and indefinite-lived asset 275,170 43,500 1,572,523 Gain on deconsolidation of subsidiaries — (58,891 ) — Equity-based compensation of Karman Topco L.P.
The year‑over‑year comparison also reflects a benefit from income taxes of $37.6 million for the year ended December 31, 2025, compared to a benefit of $62.8 million for the year ended December 31, 2024. 38 Reconciliation of Non-GAAP Financial Measures Adjusted Net Income from Continuing Operations A reconciliation of Adjusted Net Income from Continuing Operations to Net loss from continuing operations is provided in the following table: Year Ended December 31, (in thousands) 2025 2024 2023 Net loss from continuing operations $ (227,735 ) $ (378,404 ) $ (81,211 ) Less: net income attributable to noncontrolling interests — — 2,346 Add: Impairment of goodwill and indefinite-lived asset 203,685 275,170 43,500 Gain on divestitures and deconsolidation of subsidiaries (27,983 ) — (58,891 ) Equity-based compensation of Karman Topco L.P.
For a discussion of our presentation of Adjusted Net Income and Adjusted EBITDA from continuing operations and reconciliations of net loss to Adjusted Net Income and Adjusted EBITDA, see “— Non-GAAP Financial Measures .” Comparison of the Years Ended December 31, 2024 and 2023 Revenues Year Ended December 31, Change (amounts in thousands) 2024 2023 $ % Branded Services $ 1,306,336 $ 1,758,417 $ (452,081 ) (25.7 )% Experiential Services 1,295,029 1,159,449 135,580 11.7 % Retailer Services 964,959 982,259 (17,300 ) (1.8 )% Total revenues $ 3,566,324 $ 3,900,125 $ (333,801 ) (8.6 )% Total revenues decreased by $333.8 million, or 8.6%, during the year ended December 31, 2024, as compared to the year ended December 31, 2023.
For a discussion of our presentation of Adjusted Net Income and Adjusted EBITDA from continuing operations and reconciliations of net loss to Adjusted Net Income and Adjusted EBITDA, see “— Non-GAAP Financial Measures .” Comparison of the Years Ended December 31, 2025 and 2024 Revenues Year Ended December 31, Change (amounts in thousands) 2025 2024 $ % Branded Services $ 1,163,672 $ 1,306,336 $ (142,664 ) (10.9 )% Experiential Services 1,435,297 1,295,029 140,268 10.8 % Retailer Services 943,673 964,959 (21,286 ) (2.2 )% Total revenues $ 3,542,642 $ 3,566,324 $ (23,682 ) (0.7 )% Branded Services segment revenues decreased $142.7 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Loans under the Revolving Credit Facility may be denominated in either U.S. dollars or Canadian dollars. Bank of America, N.A. (“Bank of America”), will act as administrative agent and collateral agent. The Revolving Credit Facility matures five years after the date we enter into the Revolving Credit Facility.
Letters of credit are limited to the lesser of (a) $150.0 million and (b) the aggregate unused amount of commitments under our Revolving Credit Facility then in effect. Loans under the Revolving Credit Facility may be denominated in either U.S. dollars or Canadian dollars. Bank of America, N.A. (“Bank of America”), will act as administrative agent and collateral agent.
We recognized goodwill and intangible asset impairment charges of $233.2 million and $42.0 million, respectively, during the year ended December 31, 2024. We recognized an 32 intangible asset impairment charge of $43.5 million related to our indefinite-lived trade name during the year ended December 31, 2023.
We recognized goodwill and intangible asset impairment charges of $36.6 million and $167.1 million, respectively during the year ended December 31, 2025. We recognized goodwill and intangible asset impairment charges of $233.2 million and $42.0 million, respectively, during the year ended December 31, 2024.
Share Repurchase Program On November 9, 2021, we announced that our board of directors authorized the 2021 Share Repurchase Program pursuant to which we may repurchase up to $100.0 million of our Class A common stock. The 2021 Share Repurchase Program does not have an expiration date but provides for suspension or discontinuation at any time.
The 2021 Share Repurchase Program does not have an expiration date but provides for suspension or discontinuation at any time. The 2021 Share Repurchase Program permits the repurchase of our Class A common stock on the open market and in other means from time to time.
Optional redemption for the Notes The Notes are redeemable at the applicable redemption prices specified in the Indenture plus accrued and unpaid interest. If the Issuer or its restricted subsidiaries sell certain of their respective assets or experience specific kinds of changes of control, subject to certain exceptions, the Issuer must offer to purchase the Notes at par.
If we or our restricted subsidiaries sell certain of our respective assets or experience specific kinds of changes of control, subject to certain exceptions, we must offer to purchase the Notes at par.
We use a scaled platform to innovate as a trusted partner with our clients, solving problems to increase their efficiency and effectiveness across a broad range of channels.
We use a scaled platform to innovate as a trusted partner with our clients, solving problems to increase their efficiency and effectiveness across a broad range of channels. Beginning in fiscal year 2024, we reported our results under three segments, Branded Services, Experiential Services and Retailer Services, reflecting the organizational realignment implemented on January 1, 2024.
Additionally, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore our non-GAAP measures may not be directly comparable to similarly titled measures of other companies. 43 Reconciliation of Adjusted EBITDA from Continuing Operations to Net loss from continuing operations is provided in the following table: Continuing Operations Year Ended December 31, (in thousands) 2024 2023 2022 Net loss from continuing operations $ (378,404 ) $ (81,211 ) (1,418,652 ) Add: Interest expense, net 146,792 165,734 104,387 Benefit from income taxes from continuing operations (62,787 ) (37,648 ) (158,442 ) Depreciation and amortization 204,553 208,856 216,046 Impairment of goodwill and indefinite-lived asset 275,170 43,500 1,572,523 Gain on deconsolidation of subsidiaries — (58,891 ) — Loss on divestitures — — 2,863 Changes in fair value of warrant liability (584 ) (286 ) (21,236 ) Stock-based compensation expense (a) 31,019 38,933 35,101 Equity-based compensation of Karman Topco L.P.
(k) Represents the tax provision or benefit associated with the adjustments above, taking into account our applicable tax rates, after excluding adjustments related to items that do not have a related tax impact 39 Adjusted EBITDA Reconciliation of Adjusted EBITDA from Continuing Operations to Net loss from continuing operations is provided in the following table: Continuing Operations Year Ended December 31, (in thousands) 2025 2024 2023 Net loss from continuing operations $ (227,735 ) $ (378,404 ) $ (81,211 ) Add: Interest expense, net 138,936 146,792 165,734 Benefit from income taxes from continuing operations (37,584 ) (62,787 ) (37,648 ) Depreciation and amortization 202,258 204,553 208,856 Impairment of goodwill and indefinite-lived asset 203,685 275,170 43,500 Gain on divestiture and deconsolidation of subsidiaries (27,983 ) — (58,891 ) Changes in fair value of warrant liability (83 ) (584 ) (286 ) Stock-based compensation expense (a) 26,915 31,019 38,933 Equity-based compensation of Karman Topco L.P.