Adjusted EBITDA, inclusive of continuing and discontinuing operations, means net (loss) income 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) gain on deconsolidation of subsidiaries, (vii) (gain) loss on divestitures, (viii) equity-based compensation of Karman Topco L.P., (ix) changes in fair value of warrant liability, (x) stock based compensation expense, (xi) fair value adjustments of contingent consideration related to acquisitions, (xii) acquisition and divestiture related expenses, (xiii) costs associated with COVID-19, net of benefits received, (xiv) EBITDA for economic interests in investments, (xv) reorganization expenses, (xvi) litigation expenses, (xvii) costs associated with (recovery from) the Take 5 Matter and (xviii) other adjustments that management believes are helpful in evaluating our operating performance. Adjusted EBITDA by Segment means operating income from continuing operations plus operating income from discontinued operations before (i) depreciation, (ii) impairment of goodwill and indefinite-lived assets, (iii) gain on deconsolidation of subsidiaries, (iv) (gain) loss on divestitures, (v) equity-based compensation of Karman Topco L.P., (vi) changes in fair value of warrant liability, (vii) stock-based compensation expense, (viii) fair value adjustments of contingent consideration related to acquisitions, (ix) acquisition and divestitures related expenses, (x) costs associated with COVID-19, net of benefits received, (xi) EBITDA for economic interests in investments, (xii) reorganization expenses, (xiii) litigation expenses, (xiv) costs associated with (recovery from) the Take 5 Matter and (xv) other adjustments that management believes are helpful in evaluating our operating performance.
Reconciliation of Net Income (Loss) to Adjusted EBITDA (Unaudited) ConsolidatedThree Months Ended 2024 2023 (in thousands) Net loss$(3,115) $(47,678)Add: Interest expense, net 35,793 47,191 Benefit from income taxes (1,628) (7,696)Depreciation and amortization 52,356 57,104 Equity-based compensation of Karman Topco L.P.(a) 392 (2,269)Change in fair value of warrant liability 287 (73)Fair value adjustments related to contingent consideration related to acquisitions(b) 689 4,292 Acquisition and divestiture related expenses(c) 1,319 2,432 (Gain) loss on divestitures (57,016) 16,497 Reorganization expenses(d) 37,126 11,148 Litigation expenses(e) 284 — Costs associated with COVID-19, net of benefits received(f) — 1,017 Costs associated with the Take 5 Matter(g) 240 80 Stock-based compensation expense(h) 7,220 11,210 EBITDA for economic interests in investments(i) 4,813 (1,185)Adjusted EBITDA$78,760 $92,070 Branded Services SegmentThree Months Ended 2024 2023 (in thousands) Operating (loss) income from continuing operations$(16,776) $6,176 Operating income (loss) from discontinued operations 52,681 (14,470)Add: Depreciation and amortization 34,254 39,530 Equity-based compensation of Karman Topco L.P.(a) 498 (1,021)Fair value adjustments related to contingent consideration related to acquisitions(b) 689 4,292 Acquisition and divestiture related expenses(c) 476 1,125 (Gain) loss on divestitures (57,016) 16,497 Reorganization expenses(d) 18,777 6,545 Litigation expenses(e) 191 — Costs associated with COVID-19, net of benefits received(f) — 29 Costs associated with the Take 5 Matter(g) 240 80 Stock-based compensation expense(h) 2,283 3,685 EBITDA for economic interests in investments(i) 5,103 (1,275)Branded Services Segment Adjusted EBITDA$41,400 $61,193 Experiential Services SegmentThree Months Ended 2024 2023 (in thousands) Operating loss from continuing operations$(5,027) $(4,678)Operating income (loss) from discontinued operations 5,504 (211)Add: Depreciation and amortization 9,921 9,065 Equity-based compensation of Karman Topco L.P.(a) (44) (547)Acquisition and divestiture expenses(c) 315 392 Reorganization expenses(d) 4,350 1,966 Litigation expenses (e) 173 — Costs associated with COVID-19, net of benefits received(f) — 912 Stock-based compensation expense(h) 2,223 (101)EBITDA for economic interests in investments(i) (290) 64 Experiential Services Segment Adjusted EBITDA$17,125 $6,862 Retailer Services SegmentThree Months Ended 2024 2023 (in thousands) Operating (loss) income from continuing operations$(4,959) $5,246 Operating loss from discontinued operations (86) (319)Add: Depreciation and amortization 8,181 8,509 Equity-based compensation of Karman Topco L.P.(a) (62) (701)Acquisition and divestiture related expenses(c) 528 915 Reorganization expenses(d) 13,999 2,637 Litigation recovery(e) (80) — Costs associated with COVID-19, net of benefits received(f) — 76 Stock-based compensation expense(h) 2,714 7,626 EBITDA for economic interests in investments(i) — 26 Retailer Services Segment Adjusted EBITDA$20,235 $24,015 Advantage Solutions Inc.
Adjusted Unlevered Free Cash Flow represents net cash provided by (used in) operating activities less purchase of property and equipment as disclosed in the Statements of Cash Flows further adjusted by (i) cash paid for income taxes; (ii) cash paid for acquisition and divestiture related expenses; (iii) cash paid for reorganization expenses; (iv) cash paid for costs associated with COVID-19, net of benefits received; (v) net effect of foreign currency fluctuations on cash; (vi) cash paid for costs associated with the Take 5 Matter; and (vii) other adjustments that management believes are helpful in evaluating our operating performance.
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