Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 12, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | APi Group Corporation | ||
Entity Central Index Key | 0001796209 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Address, Address Line One | 1100 Old Highway 8 NW | ||
Entity Address, City or Town | New Brighton | ||
Entity Address, State or Province | MN | ||
Entity Incorporation, State or Country Code | DE | ||
Entity File Number | 001-39275 | ||
Entity Tax Identification Number | 98-1510303 | ||
Entity Address, Postal Zip Code | 55112 | ||
City Area Code | 651 | ||
Local Phone Number | 636-4320 | ||
Entity Small Business | false | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | APG | ||
Security Exchange Name | NYSE | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Common Stock, Shares Outstanding | 200,652,118 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 2.1 | ||
Documents Incorporated by Reference | None. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 515 | $ 256 |
Accounts receivable, net of allowances of $2 and $0 at December 31, 2020 and December 31, 2019, respectively | 639 | 730 |
Inventories | 64 | 58 |
Contract assets | 142 | 245 |
Prepaid expenses and other current assets | 77 | 33 |
Assets held for sale | 20 | |
Total current assets | 1,437 | 1,342 |
Property and equipment, net | 355 | 402 |
Operating lease right of use assets | 107 | 105 |
Goodwill | 1,082 | 980 |
Intangible assets, net | 965 | 1,121 |
Deferred tax assets | 89 | |
Other assets | 30 | 61 |
Total assets | 4,065 | 4,011 |
Current liabilities: | ||
Short-term and current portion of long-term debt | 18 | 19 |
Accounts payable | 150 | 156 |
Contingent consideration and compensation liabilities | 41 | 49 |
Accrued salaries and wages | 182 | 149 |
Deferred consideration | 67 | 73 |
Other accrued liabilities | 133 | 157 |
Contract liabilities | 219 | 193 |
Operating and finance leases | 31 | 27 |
Total current liabilities | 841 | 823 |
Long-term debt, less current portion | 1,397 | 1,171 |
Contingent consideration and compensation liabilities | 22 | 15 |
Operating and finance leases | 96 | 95 |
Deferred tax liabilities | 45 | 23 |
Deferred consideration | 78 | |
Other noncurrent liabilities | 106 | 49 |
Total liabilities | 2,507 | 2,254 |
Shareholders’ equity: | ||
Preferred shares, $0.0001 par value; unlimited authorized shares; 4 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | ||
Additional paid-in capital | 1,856 | 1,885 |
Accumulated deficit | (284) | (131) |
Accumulated other comprehensive income (loss) | (14) | 3 |
Total shareholders’ equity | 1,558 | 1,757 |
Total liabilities and shareholders’ equity | $ 4,065 | $ 4,011 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Financial Position [Abstract] | ||
Accounts receivable net of allowances | $ 2 | $ 0 |
Preferred stock no par value | $ 0.0001 | $ 0.0001 |
Preferred shares unlimited authorized | Unlimited | Unlimited |
Preferred shares issued | 4 | 4 |
Preferred shares outstanding | 4 | 4 |
Common stock no par value | $ 0.0001 | $ 0.0001 |
Common shares unlimited authorized | Unlimited | Unlimited |
Common shares issued | 168 | 170 |
Dividends declared in common shares | 12 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net revenues | $ 3,107 | $ 3,587 | $ 985 | $ 3,728 |
Cost of revenues | 2,503 | 2,831 | 787 | 2,941 |
Gross profit | 604 | 756 | 198 | 787 |
Selling, general, and administrative expenses | 490 | 725 | 359 | 625 |
Impairment of goodwill | 12 | 197 | ||
Operating income (loss) | 102 | (166) | (161) | 162 |
Interest expense, net | 20 | 52 | 15 | 22 |
Investment income and other, net | (11) | (34) | (25) | (6) |
Other (income) expense, net | 9 | 18 | (10) | 16 |
Income (loss) before income tax provision | 93 | (184) | (151) | 146 |
Income tax provision (benefit) | 7 | (31) | 2 | 10 |
Net income (loss) | 86 | (153) | (153) | 136 |
Net income (loss) attributable to common shareholders: | ||||
Accrued stock dividend on Preferred Shares | (222) | |||
Net income (loss) attributable to common shares | 86 | $ (375) | $ (153) | $ 136 |
Net loss per common share: | ||||
Basic | $ (2.21) | $ (1.15) | ||
Diluted | $ (2.21) | $ (1.15) | ||
Weighted average shares outstanding: | ||||
Basic | 169 | 133 | ||
Diluted | 169 | 133 | ||
Pro Forma [Member] | ||||
Income (loss) before income tax provision | 93 | |||
Income tax provision (benefit) | 29 | |||
Net income (loss) | $ 64 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 86 | $ (153) | $ (153) | $ 136 |
Other comprehensive income (loss): | ||||
Fair value change - derivatives, net of tax (expense) benefit ($9, $0, $0, and $0, respectively) | (26) | |||
Foreign currency translation adjustment | 3 | 9 | 3 | (11) |
Comprehensive income (loss) | $ 89 | $ (170) | $ (150) | $ 125 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Tax (expense) benefit | $ 0 | $ 9 | $ 0 | $ 0 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Millions | Total | Cumulative-effect Adjustment from Adoption [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Retained Earnings (Accumulated Deficit) [Member]Cumulative-effect Adjustment from Adoption [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Note Receivable From Stockholder [Member] |
Beginning balance at Dec. 31, 2017 | $ 582 | $ (1) | $ 602 | $ (1) | $ (17) | $ (3) | |||
Beginning balance (shares) at Dec. 31, 2017 | 11,000,000 | ||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201409Member | ||||||||
Net income (loss) | $ 136 | 136 | |||||||
Distributions and other | (74) | (74) | |||||||
Repayments of stockholder note | 1 | 1 | |||||||
Foreign currency translation adjustment | (11) | (11) | |||||||
Ending balance at Dec. 31, 2018 | 633 | 663 | (28) | (2) | |||||
Ending balance (shares) at Dec. 31, 2018 | 11,000,000 | ||||||||
Beginning balance combined amount at Dec. 31, 2018 | 1,250 | $ 1,228 | 22 | ||||||
Beginning balance (shares) combined value at Dec. 31, 2018 | 4,000,000 | 121,032,500 | |||||||
Net income (loss) | 86 | 86 | |||||||
Distributions and other | (62) | (62) | |||||||
Repayments of stockholder note | 2 | 2 | |||||||
Foreign currency translation adjustment | 3 | 3 | |||||||
Ending balance at Sep. 30, 2019 | 662 | 687 | (25) | ||||||
Ending balance (shares) at Sep. 30, 2019 | 11,000,000 | ||||||||
Beginning balance at Dec. 31, 2018 | 633 | 663 | (28) | $ (2) | |||||
Beginning balance (shares) at Dec. 31, 2018 | 11,000,000 | ||||||||
Beginning balance combined amount at Dec. 31, 2018 | 1,250 | 1,228 | 22 | ||||||
Beginning balance (shares) combined value at Dec. 31, 2018 | 4,000,000 | 121,032,500 | |||||||
Net income (loss) | (153) | (153) | |||||||
Issuance of ordinary shares and exercise of warrants | 501 | 501 | |||||||
Issuance of ordinary shares and exercise of warrants (shares) | 48,869,760 | ||||||||
Share-based compensation and other, net | 156 | 156 | |||||||
Foreign currency translation adjustment | 3 | 3 | |||||||
Ending balance at Dec. 31, 2019 | 1,757 | 1,885 | (131) | 3 | |||||
Ending balance (shares) at Dec. 31, 2019 | 4,000,000 | 169,902,260 | |||||||
Net income (loss) | (153) | (153) | |||||||
Share-based compensation and other, net | 4 | 4 | |||||||
Share-based compensation and other, net (shares) | 242,838 | ||||||||
Fair value change -derivatives | (26) | (26) | |||||||
Foreign currency translation adjustment | 9 | 9 | |||||||
Share cancellations | (6) | (6) | |||||||
Share cancellations (shares) | (608,016) | ||||||||
Common shares purchased and cancelled | (30) | (30) | |||||||
Common shares purchased and cancelled (shares) | (1,742,284) | ||||||||
Warrants exercised | 3 | 3 | |||||||
Warrants exercised (shares) | 257,226 | ||||||||
Ending balance at Dec. 31, 2020 | $ 1,558 | $ 1,856 | $ (284) | $ (14) | |||||
Ending balance (shares) at Dec. 31, 2020 | 4,000,000 | 168,052,024 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 86 | $ (153) | $ (153) | $ 136 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation | 52 | 81 | 18 | 60 |
Amortization | 26 | 182 | 51 | 49 |
Impairment of goodwill | 12 | 197 | ||
Deferred taxes | 1 | (74) | (2) | |
Share-based compensation expense | 35 | 5 | 156 | 3 |
Noncash lease expense | 24 | 30 | 6 | |
Other, net | (2) | (1) | ||
Changes in operating assets and liabilities, net of effects of business acquisitions: | ||||
Accounts receivable | (1) | 120 | 41 | (119) |
Contract assets | (113) | 118 | 105 | (54) |
Inventories | (4) | 11 | (9) | |
Prepaid expenses and other assets | (18) | (2) | 83 | 10 |
Accounts payable | 12 | (24) | (32) | 1 |
Accrued liabilities and income taxes payable | 74 | 12 | (108) | 14 |
Contract liabilities | 3 | 17 | (14) | 9 |
Other liabilities | (44) | (24) | 1 | 13 |
Net cash provided by operating activities | 145 | 496 | 150 | 112 |
Cash flows from investing activities: | ||||
Acquisitions, net of cash acquired | (6) | (319) | (2,565) | (234) |
Purchases of property and equipment | (53) | (38) | (11) | (74) |
Proceeds from sales of property, equipment, held for sale assets and disposals of businesses | 7 | 17 | 5 | 5 |
Advances on related-party and other notes receivable | (4) | (16) | ||
Payments received on related-party and other notes receivable | 5 | 27 | 19 | |
Proceeds from sale of marketable securities, net | 816 | |||
Net cash used in investing activities | (51) | (340) | (1,728) | (300) |
Cash flows from financing activities: | ||||
Net short-term debt | 76 | 20 | 315 | |
Proceeds from long-term borrowings | 250 | 1,194 | ||
Payments on long-term borrowings | (17) | (21) | (12) | |
Repurchase of common shares | (30) | |||
Payments of acquisition-related consideration | (16) | (93) | (2) | (25) |
Deferred financing costs paid | (8) | (24) | (1) | |
Proceeds from issuance of common shares and warrant exercises | 3 | 210 | ||
Restricted shares tendered for taxes | (2) | |||
Distributions paid | (53) | (74) | ||
Net cash provided by (used in) financing activities | (10) | 99 | 1,398 | 203 |
Effect of foreign currency exchange rate change on cash and cash equivalents | 4 | (1) | (2) | |
Net increase (decrease) in cash and cash equivalents | 84 | 259 | (181) | 13 |
Cash and cash equivalents, beginning of period | 54 | 256 | 54 | 41 |
Cash and cash equivalents, beginning of period | 437 | 437 | ||
Cash and cash equivalents, end of period | 138 | 515 | 256 | 54 |
Supplemental schedule of disclosures of cash flow information: | ||||
Cash paid for interest | 19 | 47 | 14 | 24 |
Cash paid for income taxes, net of refunds | $ 7 | 29 | 3 | 9 |
Non-cash accrued contingent consideration issued in business combinations | $ 5 | $ 11 | ||
Common shares issued in the APi Acquisition | 291 | |||
Non-cash deferred purchase consideration issued in business combinations | $ 147 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business | Note 1. APi Group Corporation (the “Company” or “APG”) is a market-leading business services provider of safety, specialty, and industrial services in over 200 locations, primarily in North America and Europe. Until its acquisition of APi Group, Inc. (“APi Group”) on October 1, 2019, the Company had neither engaged in any operations nor generated any revenues (See Note 4 – “Business Combinations”). |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2. Principles of consolidation: The consolidated financial statements (“Financial Statements”) include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Investments in entities over which the Company has significant influence but not control are accounted for using the equity method of accounting. These investments are initially recorded at cost and subsequently adjusted based on the Company’s proportionate share of earnings, losses and distributions from each entity. In accounting for the acquisition of APi Group (the “APi Acquisition”), APG is considered the acquirer of APi Group for accounting purposes and APi Group is the accounting Predecessor. The Company’s financial statement presentation for the APi Group financial information as of and for the periods presented prior to the APi Acquisition date are labeled “Predecessor”. The Company’s financial statements, including APi Group from the APi Acquisition date, are labeled “Successor”. The merger was accounted for as a business combination using the acquisition method of accounting, and the Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired. Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions. See Note 4 – “Business Combinations” for a discussion of the fair values of assets and liabilities recorded in connection with the APi Acquisition, which was finalized during the third quarter of 2020. As a result of the application of the acquisition method of accounting as of the effective date of the APi Acquisition, the accompanying Financial Statements include a black line division, where applicable, which indicates a differentiation that the Predecessor and Successor reporting entities shown are presented on a different basis and are, therefore, not comparable. The historical financial information of the Company which was, prior to the APi Acquisition, an acquisition vehicle, has not been presented in these Financial Statements as these historical amounts are not considered meaningful. As an acquisition vehicle, the Company retained and invested the proceeds from its initial public offering (the “IPO”) and the funds were used to pay a portion of the cash consideration for the APi Acquisition. Unaudited pro forma income information: The unaudited pro forma net income information presented on the face of the consolidated statements of operations gives effect to the conversion of APi Group to a C corporation. Prior to such conversion, APi Group was an S corporation and generally not subject to federal income taxes within the United States. The pro forma net income, therefore, includes an adjustment for income tax expense on the income attributable to controlling interest as if APi Group had been a C corporation for the period from January 1, 2019 through September 30, 2019, at an assumed combined federal, state, local and foreign effective income tax rate of 28.7%. Use of estimates and risks and uncertainty of COVID-19: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates include the estimation of total contract costs used for revenue and cost recognition from construction contracts, fair value estimates included in the accounting for acquisitions, valuation of long-lived assets and acquisition-related contingent consideration, self-insurance liabilities, income taxes and the estimated effects of litigation and other contingencies. On January 30, 2020, the World Health Organization declared the coronavirus outbreak (COVID-19) a “Public Health Emergency of International Concern” and on March 11, 2020, declared COVID-19 a pandemic. In mid-March 2020, U.S. State Governors, local officials and leaders outside of the U.S. began ordering various “shelter-in-place” orders, which have had various impacts on the U.S. and global economies. Since that time and through December 31, 2020, the U.S. State Governors have issued new and renewed health and civil preparedness policies that limit social gatherings and business activities. This has required greater use of estimates and assumptions in the preparation of the Financial Statements, specifically those estimates and assumptions utilized in the Company’s forecasted cash flows that form the basis in developing the fair values utilized in its impairment assessments, annual effective tax rate, and assessment of the realizability of deferred tax assets. This has included assumptions as to the duration and severity of the COVID-19 pandemic, timing and amount of demand shifts for the Company’s services, labor availability and productivity, supply chain continuity, required remedial measures, and timing of a return to normalcy. As the COVID-19 pandemic continues to evolve, the Company believes the extent of the impact to its businesses, operating results, cash flows, liquidity and financial condition will be primarily driven by the severity and duration of the COVID-19 pandemic, the pandemic’s impact on the U.S. and global economies and the timing, scope and effectiveness of federal, state and local governmental responses to the pandemic. Those primary drivers are beyond the Company’s knowledge and control, and as a result, at this time the Company is unable to predict the cumulative impact, both in terms of severity and duration, that COVID-19 will have on its businesses, operating results, cash flows and financial condition, but it could be material if the current circumstances continue to exist for a prolonged period of time. Although we have made our best estimates based upon current information, actual results could materially differ from the estimates and assumptions developed by management. If so, the Company may be subject to future incremental impairment charges as well as changes to recorded reserves and valuations. Foreign currency and currency translation: The assets and liabilities of foreign subsidiaries with a functional currency other than the U.S. dollar are translated into U.S. dollars at exchange rates in effect at year-end, with resulting translation gains or losses included within other comprehensive income or loss. Revenue and expenses are translated into U.S. dollars at average monthly rates of exchange in effect during the year. Foreign currency transaction gains and losses are classified in other (income) expense, net, in the consolidated statements of operations and were a $12 gain for the year ended December 31, 2020 and were immaterial for the year ended December 31, 2019; the period from January 1, 2019 through September 30, 2019; and the year ended December 31, 2018; respectively. Translation gains or losses, which are recorded in accumulated other comprehensive income (loss) on the consolidated balance sheet, result from translation of the assets and liabilities of APi Group’s foreign subsidiaries into U.S. dollars. Foreign currency translation losses (gains) totaled approximately ($9), ($3), ($3), and $11 for the years ended December 31, 2020 and 2019; the period from January 1, 2019 through September 30, 2019; and the year ended December 31, 2018; respectively. All of the Company’s foreign operations use their local currency as their functional currency. Currency gains or losses resulting from transactions executed in currencies other than the functional currency are included in other income or expense, net, in the consolidated statements of operations. Cash and cash equivalents: The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Fair value of financial instruments: The financial instruments of the Company include cash and cash equivalents, accounts and notes receivable, accounts payable, contingent consideration and compensation liabilities and debt obligations. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market as of the measurement date. ASC Topic 820, Fair Value Measurements Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. The carrying values of cash and cash equivalents, accounts receivable, contract assets, other receivables, accounts payable, contingent compensation liabilities, accrued liabilities, and contract liabilities approximate their fair values because of their short maturity. The carrying values of the notes receivable approximate their fair values based on the current rates of return on similar investments. The fair value of the Company’s revolving line of credit facilities and long-term debt are based on current lending rates for similar borrowings, assuming the debt is outstanding through maturity, and considering the collateral. The carrying values of long-term debt and revolving line of credit facilities approximate their fair values because of the variable interest rates of these instruments, which generally are reset monthly. The fair value of the Company’s interest rate swap and foreign currency contracts are determined using standard pricing models and market-based assumptions for all significant inputs, such as yield curves and quoted spot and forward exchange rates. The fair value of the Company’s contingent consideration obligations is determined using a probability-weighted discounted cash flow method. This fair value measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. Inventories: Inventories consist primarily of wholesale insulation products, contracting materials and supplies. Inventories are valued at the lower of cost or net realizable value. Property and equipment: Property and equipment, including additions, replacements and improvements, is stated at cost, or fair value for assets acquired in a business combination, less accumulated depreciation. Expenditures for maintenance and repairs are charged to operating expenses as incurred unless such expenditures extend the life of the asset or increase its capacity or efficiency. Depreciation expense is recognized over the estimated useful lives of the assets using the straight-line method. Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improvements. Upon sale or disposition of property and equipment, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheets and any resulting gain or loss is recognized in the consolidated statements of operations. Leases: The Company’s lease portfolio mainly consists of facilities, equipment and vehicles. Operating lease assets represent the Company’s right to use an underlying asset for the lease term whereas lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term (or at fair values in the case of those leases assumed in an acquisition). As most of the Company’s leases do not provide an implicit rate, the Company uses incremental borrowing rates that reflect its own external unsecured borrowing rates and are risk-adjusted to approximate secured borrowing rates over similar terms. These rates are assessed on a quarterly basis for measurement of new lease obligations. The operating lease assets also include any lease payments made less lease incentives. Leases with an initial term of less than 1 year are not recorded on the Company’s consolidated balance sheets. Operating lease expense is recognized on a straight-line basis over the lease term. Many leases include one or more options to renew, with renewal terms that can extend the lease term for several years. The exercise of lease renewal options is generally at the Company’s sole discretion. Certain leases also include options to purchase the leased assets. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The Company’s lease agreements contain lease and non-lease components, which are accounted for as a single lease component for all asset classes except for certain asset classes within its information technology arrangements. Operating lease right of use assets are reported as separate lines in the consolidated balance sheets. Finance leases are generally those leases that allow the Company to substantially utilize or pay for the entire asset over its estimated life. The Company’s accounting for finance leases (previously referred to as capital leases) remains substantially unchanged. For finance leases, the Company recognizes more expense in the initial years of total lease expense recognition due to the accretion of the lease liability and the straight-line amortization of the leased asset. Assets acquired under finance leases are recorded in property and equipment, net. Goodwill impairment: Goodwill represents the excess of cost over the fair market value of net tangible and identifiable intangible assets of acquired businesses. Goodwill is not amortized but instead is annually tested for impairment, or more frequently if events or circumstances indicate that the carrying amount of goodwill may be impaired. The Company has recorded goodwill in connection with its historical acquisitions of businesses. Upon acquisition, these businesses were either combined into one of the existing components or managed on a stand-alone basis as an individual component. The components are aligned to one of the Company’s three reportable segments, Safety Services, Specialty Services, or Industrial Services. Goodwill is required to be evaluated for impairment at the reporting unit level, which represents the operating segment level or one level below the operating segment level for which discrete financial information is available. Management identifies its reporting units by assessing whether components have discrete financial information available, engage in business activities, and have a segment manager regularly review the component’s operating results. If two or more components are deemed economically similar, those components are aggregated into one reporting unit when performing the annual goodwill impairment test. The Company performs its annual goodwill impairment assessment on October 1 each fiscal year, or more frequently if events or circumstances arise which indicate that goodwill may be impaired. Qualitative indicators that may trigger the need for annual or interim quantitative impairment testing include, among other things, deterioration in macroeconomic conditions, declining financial performance, deterioration in the operational environment, or an expectation of selling or disposing of a portion of a reporting unit. Additionally, a significant change in business climate, a loss of a significant customer, increased competition, a sustained decrease in share price, or a decrease in estimated fair value below book value may trigger the need for interim impairment testing of goodwill associated with one or more reporting units. While the Company’s services have largely been deemed essential, the Company did experience negative impacts from COVID-19 on its operations including impacts from the Company’s suppliers, other vendors, and customer base. In addition to the impacts of COVID-19, the Company was also impacted by a significant decline in demand and volatility in oil prices as some of the Company’s services involve work within the oil and gas industry. As a result of these factors and the significant decline in the Company’s market capitalization during the first quarter of 2020, the Company concluded that an impairment triggering event had occurred for all of its reporting units and performed impairment tests for its goodwill and recoverability tests for its long-lived assets, which primarily include finite-lived intangible assets, property and equipment and right of use lease assets. The Company determined that goodwill was impaired and recorded an impairment charge to goodwill of $197 (comprised of $193 at businesses with ongoing operations and $4 at a business that was divested prior to December 31, 2020). See Note 7 – “Goodwill and Intangibles” for further information. The Company evaluated each reporting unit for impairment by performing a quantitative test comparing the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recorded as a reduction to goodwill with a corresponding change to earnings in the period the goodwill is determined to be impaired. Any goodwill impairment is limited to the total amount of goodwill allocated to that reporting unit. The Company determines the fair value of its reporting units using a combination of the income approach (discounted cash flow method) and market approach (guideline transaction method and guideline public company method). Management weights each of the methods applied to determine the fair value of its reporting units. Under the discounted cash flow method, the Company determines fair value based on the estimated future cash flows for each reporting unit, discounted to present value using a risk-adjusted industry weighted-average cost of capital, which reflects the overall level of inherent risk for each reporting unit and the rate of return an outside investor would expect to earn. Cash flow projections are derived from budgeted amounts (typically a one-year model) and subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur from a market participant’s standpoint. All cash flow projections by reporting unit are evaluated by management. A terminal value is derived by capitalizing free cash flow into perpetuity. The capitalization rate is derived from the weighted-average cost of capital and the estimated long-term growth rate for each reporting unit. Under the guideline transaction and guideline public company methods, the Company determines the estimated fair value for each of its reporting units by applying transaction multiples and public company multiples, respectively, to each reporting unit’s applicable earnings measure. The transaction multiples are based on observed purchase transactions for similar businesses adjusted for size, diversification and risk. The public company multiples are based on peer group multiples adjusted for size, growth, risk and margin. See Note 7 – “Goodwill and Intangibles” for additional detail on goodwill and other intangible assets. Impairment of long-lived assets excluding goodwill: The Company periodically reviews the carrying amount of its long-lived asset groups, including property and equipment and other identifiable intangibles subject to amortization, when events or changes in circumstances indicate the carrying value may not be recoverable. If facts and circumstances support the possibility of impairment, the Company will compare the carrying value of the asset or asset group with the undiscounted future cash flows related to the asset or asset group. If the carrying value of the asset or asset group is greater than its undiscounted cash flows, the resulting impairment will be determined as the difference between the carrying value and the fair value, where fair value is determined for the carrying amount of the specific asset groups based on discounted future cash flows or appraisal of the asset groups. As noted above in “Use of estimates and risks and uncertainty of COVID-19”, during the first quarter of 2020, the Company concluded that an impairment triggering event had occurred. The Company reviewed its long-lived assets for impairment and Investments: The Company holds investments in joint ventures, which are accounted for under the equity method of accounting as the Company does not exercise control over the joint ventures. The Company’s share of earnings from the joint ventures was $14, $5, $6, and $8, during the years ended December 31, 2020 (Successor) and 2019 (Successor), the period from January 1, 2019 through September 30, 2019 (Predecessor), and the year ended December 31, 2018 (Predecessor), respectively. The earnings are recorded within investment income and other, net in the condensed consolidated statements of operations. The investment balances were $9 and $6 as of December 31, 2020 and 2019, respectively, and are recorded within other assets in the consolidated balance sheets. Definite-lived intangibles: Intangibles consist of trade names and trademarks, customer relationships and backlog intangibles. The trade names and customer relationships are amortized over their estimated useful lives, which range from 2 to 15 years. Backlog intangibles are amortized over a period of 15 to 36 months. Valuation of assets held for sale: As of December 31, 2019, the Company had two businesses which constituted disposal groups classified as held for sale. Upon designation as held for sale, the Company ceased recording depreciation on those disposal groups and assessed each for impairment by comparing the fair value of the disposal groups to their carrying values. The fair value of the disposal groups is estimated using a market multiple approach or negotiated sales values, where applicable. The Company uses various assumptions to estimate fair value under the market multiple approach, including estimating the market multiples expected from the eventual sale of the disposal groups based on information obtained as a result of its marketing process . See Note 5 – “Divestitures and Held for Sale”. Insurance liabilities: Accrued and other noncurrent liabilities include management’s best estimates of amounts expected to be incurred for health insurance claims, workers’ compensation, general liability and automobile liability losses. The estimates are based on claim reports provided by the insurance carrier, management’s best estimates, and the maximum premium for a policy period. The amounts the Company will ultimately incur could differ in the near-term from the estimated amounts accrued. At December 31, 2020 and 2019, the Company had accrued $59 and $53, respectively, relating to workers’ compensation, general and automobile claims, with $37 and $33, respectively, included in other noncurrent liabilities . The Company recorded a receivable from the insurance carriers of $7 at both December 31, 2020 and 2019, to offset the liabilities due above the Company’s deductible, which, under contract, are payable by the insurance carrier. The Company has outstanding letters of credit as collateral totaling approximately $70 and $65 at December 31, 2020 and 2019, respectively. The Company had $4 accrued within accrued salaries and wages relating to outstanding health insurance claims at both December 31, 2020 and 2019. Share-based compensation: The Company recognizes share-based compensation over the requisite service period of the awards (usually the vesting period) based on the grant date fair value of awards. An offsetting increase to shareholders’ equity will be recorded equal to the amount of the compensation expense charge. For stock option grants with performance-based milestones, the expense is recorded over the service period after the achievement of the milestone is probable or the performance condition is achieved. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model on the date of grant. Grants of restricted stock units are valued based on the closing market share price of the Company’s stock on the date of grant. Shareholders’ Equity: On April 28, 2020, the Company changed its jurisdiction of incorporation from the British Virgin Islands to the State of Delaware (“the Domestication”). The business, and assets and liabilities of the Company and its subsidiaries were the same immediately after the Domestication as they were immediately prior to the Domestication. As a result of the Domestication, ordinary shares and Preferred Shares were converted to shares of Common Stock and Series A Preferred Stock, respectively. Each holder of a warrant, option or restricted stock unit became a holder of a warrant, option or restricted stock unit of the domesticated Company. The number of shares outstanding did not change as a result of the Domestication, and the proportional equity interest of each shareholder remained the same. Shares referred to as ordinary shares and Preferred Shares prior to the Domestication are referred to as common shares and Series A Preferred Shares (“Preferred Shares”) throughout these Financial Statements. As of December 31, 2019, the Company had two classes of stock outstanding: ordinary shares, which equate to common shares under U.S. GAAP, and Preferred Shares which equate to preferred shares under U.S. GAAP. The Preferred Shares were issued at $10.00 per share to Mariposa Acquisition IV, LLC (“Mariposa”), an entity controlled by the co-chairperson of the Company’s Board of Directors. The Preferred Shareholders are entitled to receive an annual dividend. The potential value of the Preferred Shares dividend was determined to be equity classified in accordance with ASC 718, Compensation – Stock Compensation. See Note Warrants: The Company issued warrants in 2017 that were determined to be equity classified in accordance with ASC 815, Derivatives and Hedging ( See Note 17 – “Shareholders’ Equity”). The fair value of the warrants was recorded as additional paid-in capital on the issuance date. Earnings Per Share: Basic earnings per common share excludes dilution and is computed by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the period. The Company has determined that its Preferred Shares are participating securities as the Preferred Shares participate in dividends with common shares according to a predetermined formula that is greater than one for one. Accordingly, the Company used the two-class method of computing basic and diluted earnings per share for common shares according to participation rights of the Preferred Shares. Under this method, net income applicable to holders of common shares first reduced by the amount of dividends declared on Preferred Shares in the current period with remaining undistributed earnings allocated on a pro rata basis to the holders of common and Preferred Shares to the extent that each class may share income for the period; whereas undistributed net loss is allocated to common shares because Preferred Shares are not contractually obligated to share the loss. Revenue recognition and contract costs : Refer to Note 6 – “Revenue”, for further discussion on the Company’s revenue recognitions policies. Income taxes and distributions: Historically, APi Group has elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code for federal tax purposes. As a result, APi Group’s income was not subject to U.S. federal income taxes or state income taxes in those states where the “S” Corporation status is recognized. In Predecessor periods, no provision or liability for federal or state income tax has been provided in its consolidated financial statements except for those taxing jurisdictions where the “S” Corporation status is not recognized. In connection with the APi Acquisition, APi Group’s “S” Corporation status was terminated and APG is now treated as a “C” Corporation under Subchapter C of the Internal Revenue Code and is part of the consolidated tax group of the Company. The termination of the “S” Corporation election has had a material impact on the Company’s results of operations, financial condition, and cash flows as reflected in the December 31, 2020 consolidated financial statements. The effective tax rate has increased, and net income has decreased as compared to the Company’s “S” Corporation tax years, since the Company is now subject to U.S. federal and state corporate income taxes in addition to foreign corporate income taxes on its earnings. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more-likely-than-not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties relating to unrecognized tax benefits and penalties in income tax expense. |
Recent accounting pronouncement
Recent accounting pronouncements | 12 Months Ended |
Dec. 31, 2020 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Note 3. Accounting standards issued and adopted: In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) The Company adopted ASU 2016-02 on January 1, 2019, using the optional transition method to the modified retrospective approach, which eliminates the requirement to restate the prior period financial statements. Under this transition provision, the Company has applied ASU 2016-02 to reporting periods beginning on January 1, 2019, while prior periods continue to be reported and disclosed in accordance with the legacy guidance under ASC Topic 840, Leases Adoption of the new lease standard resulted in the recording of additional operating lease ROU assets and operating lease liabilities of approximately $86 each at January 1, 2019 (Predecessor) and additional operating lease ROU assets and operating lease liabilities of approximately $105 and $104, respectively, at December 31, 2019 (Successor). The adoption of the new lease standard did not materially impact the Company’s consolidated results of operations or consolidated cash flows . See Note 1 Accounting standards issued but not yet adopted: In August 2020, the FASB issued ASU 2020-06 , Debt – Debt Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020-01”) In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”) |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | Note 4. The Company continually evaluates potential acquisitions that strategically fit with the Company’s existing portfolio or expand the Company’s portfolio into a new and attractive business area. Acquisitions are accounted for as business combinations using the acquisition method of accounting. As such, the Company makes a preliminary allocation of the purchase price to the tangible assets and identifiable intangible assets acquired and liabilities assumed. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. Purchase price is allocated to acquired assets and liabilities assumed based upon their estimated fair values as determined based on estimates and assumptions that are deemed reasonable by the Company. In connection with significant acquisitions, t 2020 Acquisitions During 2020, the Company completed the acquisition of SK FireSafety (“SKG”) and a number of other immaterial acquisitions, for consideration transferred of $324, which includes a cash payment made at closing of $319, net of cash acquired, and $5 of deferred consideration that will be paid out in 1-2 years. SKG is a European market-leading provider of commercial safety services, with operations primarily in the Netherlands, Belgium, France, Sweden, Norway, and the United Kingdom. On October 1, 2020, the Company completed the SKG Acquisition and acquired all the outstanding stock. Through the acquisition of SKG, APG established a European platform for international organic and acquisition expansion. The other acquisitions were primarily in the Safety Services segment and based in the United States. The Company has not The results of operations for the 2020 acquisitions are included in the consolidated financial statements of the Company from the dates of the respective acquisitions and represent net revenues and operating loss of $46 and $(3), respectively. The Company has not included pro forma financial information related to the 2020 acquisitions as the overall impact to the financial statements was not material. Transaction costs incurred by APG related to the acquisitions totaled $4 for the year ended December 31, 2020, which were expensed and recorded as a component of selling, general and administrative expenses in the consolidated statement of operations. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: Cash paid at closing $ 329 Deferred consideration 5 Total consideration $ 334 Cash $ 10 Other current assets 74 Property and equipment 12 Customer relationships 71 Trade names and trademarks 15 Contractual backlog 1 Goodwill 225 Other noncurrent assets 14 Current liabilities (54 ) Noncurrent liabilities (34 ) Net assets acquired $ 334 2019 APi Acquisition On October 1 2019, the Company completed the acquisition of all of the issued and outstanding capital stock of APi Group (the “APi Acquisition”), a market-leading business services provider of safety, specialty, and industrial services in over 200 locations, primarily in North America. Concurrently, the Company’s name was changed to APi Group Corporation. The aggregate purchase price consideration transferred to the shareholders of APi Group (the “Sellers”) totaled $2,993, which included: i) a cash payment made at closing of $2,565, net of cash acquired; ii) deferred purchase consideration with an estimated fair value of $137; and iii) 28,373,000 common shares of the Company with a value of $291. The Company funded the cash portion of the purchase price with a combination of cash on hand, a $1,200 term loan under a new term loan facility (see Note 11 – “Debt”) and approximately $207 of proceeds from a warrant exercise. The deferred purchase price consideration is an estimate of future payments to be made to the Sellers pursuant to the terms of the Purchase Agreement upon final determination of certain income tax related matters. Prior to the APi Acquisition, APi Group was structured for United States (“US”) income tax purposes as a “flow through entity”. Pursuant to the terms of the Purchase Agreement, the Company agreed to pay to the Sellers the following amounts: i) up to $130 related to an Internal Revenue Code (“IRC”) Section 338(h)(10) election made by the Sellers; ii) up to $23 for IRC Section 965 taxes incurred by the Sellers and; iii) an amount sufficient to cover the Sellers’ state and federal tax liabilities for 2019. These deferred payments are expected to be paid to the Sellers over the course of approximately 18 months from the APi Acquisition date. A final determination of the amounts of deferred purchase consideration due to the Sellers will not be determined until such time that the Company files its amended 2019 tax return. As of December 31, 2020, $43 has been paid related to the IRC Section 338(h)(10) election, $23 has been paid for the IRC Section 965 taxes incurred by the Sellers and an additional $10 has been paid to cover Sellers’ state and federal tax liabilities for 2019. No further payments are expected to be made related to the IRC Section 965 or the Sellers’ state and federal tax liabilities for 2019. The Company expects to file its final 2019 tax returns no later than the fourth quarter of 2020. The fair value of the deferred purchase consideration is based on management’s estimated amounts and timing of future payments, discounted utilizing rates ranging from 2.6% to 2.8% to reflect market participant assumptions. The discount rate utilized was a risk-free rate selected based on the nearest risk-free rate term associated with the payments of the deferred purchase consideration, with a credit risk premium applied as the payments are not risk-free. The estimated fair value of the Company’s capital stock issued as purchase consideration was determined in accordance with ASC 820, Fair Value Measurement . The APi Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed was recorded as goodwill. The APi Acquisition resulted in recorded goodwill as a result of a higher consideration multiple paid relative to prior similar acquisitions driven by maturity and quality of the operations and industry, including workforce, and how the Company expects to leverage this business within the public capital markets to create additional value for its shareholders. The Company has assigned the goodwill to its reportable segments as follows: i) Safety Services—$756; ii) Specialty Services—$222; iii) Industrial Services—$69. Under the terms of the Purchase Agreement, the Sellers made a Section 338(h)(10) election under the US IRC. Accordingly, goodwill attributable to the US operating subsidiaries and the step-up to fair value allocated to US domiciled property and equipment and intangible assets reflected in the acquisition date balance sheet are expected to be deductible for US income tax purposes. The amount of goodwill that is expected to be deductible for US income tax purposes is $1,040. Prior to the APi Acquisition, one of the APi Group subsidiaries was the subject of a class action lawsuit in which the plaintiffs claim the Subsidiary owed unpaid overtime wages stemming from its alleged misclassification of employees as exempt from time-and-a-half pay under the Fair Labor Standards Act (FLSA). During September 2019, prior to the APi Acquisition, a tentative settlement was reached under which the Subsidiary agreed to pay approximately $20 to the participants in the class action. Accordingly, pursuant to ASC 805, a liability for this pre-acquisition contingency was recognized. This matter was included as a specifically identified indemnification matter in the Purchase Agreement, for which the Company recognized an indemnification asset in purchase accounting, as the amount is deemed realizable based on the contractual nature of this item. During the first quarter of 2020, the indemnified matter was funded by the responsible parties. The following table summarizes the final fair value of consideration transferred and the final fair values of the assets acquired and liabilities assumed at the date of the APi Acquisition: Cash paid at closing $ 2,703 Deferred consideration 137 Share consideration—28,373,000 APG common shares 291 Total consideration $ 3,131 Cash $ 138 Current assets 1,302 Property and equipment 408 Assets held for sale 14 Intangible assets 1,110 Goodwill 1,047 Other noncurrent assets 181 Current liabilities (851 ) Noncurrent liabilities (218 ) Net assets acquired $ 3,131 The final fair value of consideration transferred did not differ materially from preliminary estimates with the exception of remeasurement adjustments to goodwill and intangible assets. See Note 7 – “Goodwill and Intangibles” for further information regarding the remeasurement adjustments to goodwill and intangible assets. The fair value of the acquired trade accounts receivable approximates the carrying value of trade accounts receivables due to the short-term nature of the expected timeframe to collect the amounts due to the Company and the contractual cash flows, which are expected to be collected related to these receivables. As part of the purchase price allocation, the Company determined the identifiable intangible assets were: i) customer relationships; ii) tradenames and trademarks and; iii) contractual backlog. The fair value of the intangible assets was estimated using variations of the income approach. Specifically, the excess earnings method was utilized to estimate the fair value of the customer relationships and the contractual backlog and the relief from royalty method was utilized to estimate the fair value of the tradenames and trademarks. The customer relationships intangible asset pertains to APi Group’s non-contractual relationships with its customers. Tradenames and trademarks relate to the individual acquired subsidiaries’ names and overall consolidated group name and related industry recognition. Contractual backlog represents the expected remaining cash flows to be received under non-cancellable customer contracts, which are anticipated to be completed within 15 to 36 months following the October 1, 2019 acquisition date. The cash flow projections were discounted using rates ranging from 14% to 19%. The cash flows were based on estimates used to price the transaction, including market participant considerations, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital. The following table summarizes the fair value of the identifiable intangible assets at the date of the APi Acquisition: Contractual backlog $ 99 Customer relationships 752 Tradenames and trademarks 259 Total intangibles $ 1,110 The estimated useful lives over which the intangible assets will be amortized are as follows: contractual backlog (15 to 36 months), customer relationships (8 years), and tradenames and trademarks (15 years). Pursuant to the terms of the Purchase Agreement, approximately $2 of cash consideration and $18 of share consideration (1,746,342 common shares) were placed into escrow. As of December 31, 2020, 608,016 shares and $2 of cash consideration had been released from escrow to the Company in settlement of indemnification claims and the shares were subsequently cancelled. The cash escrow and share consideration escrow represent escrow accounts established for consideration adjustments that may be required to be made by the employee stock ownership plan (“ESOP”). The share consideration placed in escrow is specifically related to any indemnification matters, including certain specifically identified indemnification matters in the Purchase Agreement (the “Indemnity Escrow Account”) related to pre-acquisition matters. The Indemnity Escrow Account will remain in place until the later of March 31, 2021 or the receipt of the Final Determination Letter (as defined in the Purchase Agreement) in relation to the termination of the ESOP, to the extent there are no submitted but unsettled indemnification claims at that date. Prior to the APi Acquisition, the ESOP held an approximately 36% ownership interest in APi Group. Pursuant to the terms of the Purchase Agreement, the Purchase Agreement contains an indemnification cap of $45. For any indemnification claims that are identified, the pro-rata portion that relates to the ESOP shareholders of APi Group will be paid from the Indemnity Escrow Account up to $18. For any indemnification claims that are identified, the pro-rata portion that relates to the non-ESOP shareholders of APi Group will require settlement directly from those former shareholders. The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the year ended December 31, 2019 as if the APi Acquisition and related financing had occurred as of January 1, 2018, after giving effect to certain purchase accounting and financing adjustments. These amounts are based on financial information of APi Group and are not necessarily indicative of what the Company’s operating results would have been had the acquisition and related financing taken place on January 1, 2018. 2019 (Successor) 2018 (Predecessor) Net revenues $ 4,092 $ 3,728 Net loss (203 ) (109 ) Pro forma financial information is presented as if the operations of APi Group had been included in the consolidated results of the Company since January 1, 2018 and gives effect to transactions that are directly attributable to the APi Acquisition and related financing. Successor and Predecessor periods have been combined in the pro forma financial information for the year ended December 31, 2019 with pro forma adjustments to adjust for the different basis in accounting between the Successor and the Predecessor. Adjustments include: additional depreciation and amortization expense related to the fair value of acquired property and equipment and intangible assets as if such assets were acquired on January 1, 2018; interest expense under the Company’s $1,200 term loan under a new term loan facility as if the amount borrowed to partially finance the purchase price was borrowed on January 1, 2018; and adjustments for interest and investment income on cash and cash equivalents and investments in marketable securities held by the Company for the year ended December 31, 2019 related to the IPO proceeds generated and invested until the completion of the APi Acquisition as the pro forma financial statements assume that the IPO financing occurred on January 1, 2018 and the proceeds were used to complete the APi Acquisition concurrently. Further adjustments assume income taxes for the Predecessor periods based on a blended US federal and state statutory tax rate. The purchase agreements related to APi Group’s previously completed acquisitions typically included deferred payment provisions to the former owners, who became employees of APi Group. The provisions are made up of two general types of arrangements both of which are contingent on the future performance of the acquired entity; contingent compensation and contingent consideration. Compensation arrangements are contingent on the former owner’s future employment with APi Group. The expense related to contingent compensation arrangements is recognized over the required employment period which is typically three to five years. Contingent consideration arrangements are not contingent on employment and are included as part of purchase consideration at the time of the initial acquisition. Both the compensation-type and contingent consideration arrangements are typically paid over a three to five-year period. The total contingent compensation arrangement liability assumed as part of the APi Acquisition was $27. The total contingent compensation arrangement liability was $39 and $30 at December 31, 2020 and December 31, 2019, respectively. The maximum payout of these arrangements upon completion of the future performance periods is $85 and $99, inclusive of the $39 and $30 accrued as of December 31, 2020 and December 31, 2019, respectively. The contingent compensation liability is included in contingent consideration and compensation liabilities for all periods presented. The Company primarily determines the contingent compensation liability based on forecasted cumulative earnings compared to the cumulative earnings target set forth in the arrangement. For one of the Company’s contingent compensation arrangements, the liability is determined based on the Monte Carlo Simulation method. Compensation expense associated with these arrangements is recognized ratably over the required employment period. The total accrued contingent consideration obligation assumed as part of the APi Acquisition was $8 which is included in other accrued and other noncurrent liabilities as of October 1, 2019. The fair value of the contingent consideration obligations assumed related to APi Group’s previously completed acquisitions is determined using a probability-weighted discounted cash flow method. This fair value measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. This analysis reflects the contractual terms of the purchase agreements (e.g., potential payment amounts, length of measurement periods, manner of calculating any amounts due, etc.) and utilizes assumptions with regard to future cash flows, probabilities of achieving such future cash flows and a discount rate. There are no elements of contingent consideration related to the APi Acquisition, other than those liabilities assumed related to APi Group’s previously completed acquisitions. See Note 8 – “Fair Value of Financial Instruments” for further information regarding the contingent consideration liabilities. In conjunction with the APi Acquisition, the Company acquired certain assets that qualified as held for sale. Accordingly, these assets were recognized by the Company in purchase accounting at fair value less the cost to sell and totaled $14. These assets were sold by the Company prior to the conclusion of the third quarter of 2020. |
Divestitures and Held for Sale
Divestitures and Held for Sale | 12 Months Ended |
Dec. 31, 2020 | |
Text Block [Abstract] | |
Divestitures And Held For Sale | Note 5. Divestitures and Held for Sale During 2020, the Company completed the divestiture of two businesses it had classified as held for sale as of December 31, 2019. The sales were completed for $15, for which the Company recorded notes receivable within prepaid expense and other current assets and other assets on the consolidated balance sheet. The divestitures did not result in any material gains or losses on sale. The following table presents information related to the major classes of assets that were classified as assets held for sale in the consolidated balance sheets: December 31, 2020 (Successor) December 31, 2019 (Successor) Property and equipment, net $ — $ 9 Goodwill (1) — 1 Intangible assets, net — 10 Total assets held for sale $ — $ 20 (1) During the year ended December 31, 2020, the Company recorded a $4 goodwill impairment charge related to recording the carrying value of a business held for sale at its estimated selling price less costs to sell. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenues [Abstract] | |
Revenue | Note 6. Under ASC 606, revenue is recognized when, or as, control of promised goods and services is transferred to customers, and the amount of revenue recognized reflects the consideration to which an entity expects to be entitled in exchange for the goods and services transferred. The adoption of ASC 606 did not have a material effect on the timing or amount of revenue recognized as compared with the Company’s previous revenue recognition practices for the year ended December 31, 2018. Revenue is primarily recognized by the Company over time utilizing the cost-to-cost measure of progress, consistent with the Company’s previous revenue recognition practices. Revenue recognized at a point in time relates primarily to distribution contracts and was not material for the years ended December 31, 2020 and 2019 (Successor), the period from January 1, 2019 through September 30, 2019 (Predecessor), and the year ended December 31, 2018, respectively. Contracts with customers: The Company derives revenue primarily from safety services, specialty services and industrial services contracts with a duration of less than one week to three years, with the majority of contracts with durations of less than six months, which are subject to multiple pricing options, including fixed-price, unit price, time and materials, or cost plus a markup. The Company also enters into fixed-price service contracts related to monitoring, maintenance and inspection of safety systems. The Company may utilize subcontractors in the fulfillment of its performance obligations. When doing so, the Company is considered the principal in these transactions and revenue is recognized on a gross basis. Revenue for fixed-price agreements is generally recognized over time using the cost-to-cost method of accounting, which measures progress based on the cost incurred to total expected cost in satisfying its performance obligation. The cost-to-cost method is used as it best depicts the continuous transfer of control of goods or services to the customer. Costs incurred include direct materials, labor, subcontract costs, and indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs. These contract costs are included in the results of operations under cost of sales. Labor costs are considered to be incurred as the work is performed. Subcontractor labor is recognized as the work is performed. Revenue from time and material construction contracts is recognized as the services are provided and is equal to the sum of the contract costs incurred plus an agreed upon markup. Revenue earned from distribution contracts is recognized upon shipment or performance of the service. The cost estimation process for recognizing revenue over time under the cost-to-cost method is based on the professional knowledge and experience of the Company’s project managers, engineers and financial professionals. Management reviews estimates of total contract transaction price and total project costs on an ongoing basis. Changes in job performance, job conditions and management’s assessment of expected variable consideration are factors that influence estimates of the total contract transaction price, total costs to complete those contracts and the Company’s profit recognition. Changes in these factors could result in cumulative revisions to revenue in the period in which the revisions are determined, which could materially affect the Company’s consolidated results of operations for that period. Provisions for estimated losses on uncompleted contracts are recorded in the period in which such estimated losses are determined. The Company disaggregates its revenue from contracts with customers primarily by segment, service type, and country, as the nature, timing and uncertainty of cash flows are relatively consistent within each of these categories. Disaggregated revenue information is as follows: Year Ended December 31, 2020 (Successor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated Life Safety $ 1,317 $ — $ — $ — $ 1,317 Mechanical 322 — — — 322 Infrastructure/Utility — 809 — — 809 Fabrication — 179 — — 179 Specialty Contracting — 413 — — 413 Transmission — — 409 — 409 Civil — — 67 — 67 Inspection — — 87 — 87 Corporate and Eliminations — — — (16 ) (16 ) Net revenues $ 1,639 $ 1,401 $ 563 $ (16 ) $ 3,587 Year Ended December 31, 2019 (Successor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated Life Safety $ 340 $ — $ — $ — $ 340 Mechanical 95 — — — 95 Infrastructure/Utility — 225 — — 225 Fabrication — 38 — — 38 Specialty Contracting — 123 — — 123 Transmission — — 100 — 100 Civil — — 21 — 21 Inspection — — 46 — 46 Corporate and Eliminations — — — (3 ) (3 ) Net revenues $ 435 $ 386 $ 167 $ (3 ) $ 985 Period from January 1, 2019 Through September 30, 2019 (Predecessor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated Life Safety $ 1,038 $ — $ — $ — $ 1,038 Mechanical 304 — — — 304 Infrastructure/Utility — 645 — — 645 Fabrication — 114 — — 114 Specialty Contracting — 348 — — 348 Transmission — — 443 — 443 Civil — — 45 — 45 Inspection — — 182 — 182 Corporate and Eliminations — — — (12 ) (12 ) Net revenues $ 1,342 $ 1,107 $ 670 $ (12 ) $ 3,107 Year Ended December 31, 2018 (Predecessor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated Life Safety $ 1,322 $ — $ — $ — $ 1,322 Mechanical 383 — — — 383 Infrastructure/Utility — 733 — — 733 Fabrication — 142 — — 142 Specialty Contracting — 484 — — 484 Transmission — — 455 — 455 Civil — — 68 — 68 Inspection — — 200 — 200 Corporate and Eliminations — — — (59 ) (59 ) Net revenues $ 1,705 $ 1,359 $ 723 $ (59 ) $ 3,728 Year Ended December 31, 2020 (Successor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated United States $ 1,435 $ 1,401 $ 527 $ (16 ) $ 3,347 Canada and Europe 204 — 36 — 240 Net revenues $ 1,639 $ 1,401 $ 563 $ (16 ) $ 3,587 Year Ended December 31, 2019 (Successor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated United States $ 385 $ 386 $ 153 $ (3 ) $ 921 Canada and Europe 50 — 14 — 64 Net revenues $ 435 $ 386 $ 167 $ (3 ) $ 985 Period from January 1, 2019 Through September 30, 2019 (Predecessor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated United States $ 1,185 $ 1,107 $ 603 $ (12 ) $ 2,883 Canada and Europe 157 — 67 — 224 Net revenues $ 1,342 $ 1,107 $ 670 $ (12 ) $ 3,107 Year Ended December 31, 2018 (Predecessor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated United States $ 1,505 $ 1,359 $ 654 $ (59 ) $ 3,459 Canada and Europe 200 — 69 — 269 Net revenues $ 1,705 $ 1,359 $ 723 $ (59 ) $ 3,728 The Company’s contracts with its customers generally require significant services to integrate complex activities and equipment into a single deliverable and are therefore generally accounted for as a single performance obligation to provide a single contracted service for the duration of the project. For contracts with multiple performance obligations, the transaction price of a contract is allocated to each performance obligation and recognized as revenue when or as the performance obligation is satisfied using the estimated stand-alone selling price of each distinct good or service. The stand-alone selling price is estimated using the expected cost plus a margin approach for each performance obligation. The aggregate amount of transaction price allocated to unsatisfied performance obligations as of December 31, 2020, was $1,472. When more than one contract is entered into with a customer on or close to the same date, management evaluates whether those contracts should be combined and accounted for as a single contract as well as whether those contracts should be accounted for as one, or more than one, performance obligation. This evaluation requires significant judgment and is based on the facts and circumstances of the various contracts. Contracts are often modified through change orders to account for changes in the scope and price of the goods or services being provided. Although the Company evaluates each change order to determine whether such modification creates a separate performance obligation, the majority of change orders are for goods or services that are not distinct within the context of the original contract and, therefore, are not treated as separate performance obligations but rather as a modification of the existing contract and performance obligation. Variable consideration: Transaction prices for customer contracts may include variable consideration, which comprises items such as early completion bonuses and liquidated damages provisions. Management estimates variable consideration for a performance obligation utilizing estimation methods that are believed to best predict the amount of consideration to which the Company will be entitled. Variable consideration is included in the transaction price only to the extent it is probable, in the Company’s judgment, that a significant future reversal in the amount of cumulative revenue recognized under the contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Changes in the estimates of transaction prices are recognized in revenue on a cumulative catch-up basis in the period in which the revisions to the estimates are made. Such changes in estimates may also result in the reversal of previously recognized revenue if the ultimate outcome differs from the Company’s previous estimate. For the years ended December 31, 2020 (Successor) and 2019 (Successor), the period from January 1, 2019 through September 30, 2019 (Predecessor), and the year ended December 31, 2018 (Predecessor), the Company did not recognize significant revenue associated with the final settlement of contract value for any projects that were completed in prior periods. In addition, for the years ended December 31, 2020 (Successor) and 2019 (Successor), the period from January 1, 2019 through September 30, 2019 (Predecessor), and the year ended December 31, 2018, there were no significant reversals of revenue recognized associated with the revision of transaction prices. The Company typically does not incur any returns, refunds or similar obligations after the completion of the performance obligation since any deficiencies are corrected during the course. Contract assets and liabilities: The Company typically invoices customers with payment terms of net due in 30 days. It is also common for the contract in the construction industry to specify that a general contractor is not required to submit payments to a subcontractor until it has received those funds from the owner or funding source. In most instances, the Company receives payment of invoices between 30 to 90 days of the date of the invoice. The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from the Company’s construction projects when an unconditional right for payment exists and when revenues recognized under the cost-to-cost The Company utilizes the practical expedient under ASC 606 and does not adjust for a significant financing component if the time between payment and the transfer of the related good or service is expected to be one year or less. The Company’s revenue arrangements are typically accounted for under such expedient as payments are within one year of performance for the Company’s services. As of December 31, 2020 and 2019, none of the Company’s contracts contained a significant financing component. Contract liabilities from the Company’s construction contracts arise when amounts invoiced to the Company’s customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities also include advance payments from the Company’s customers on certain contracts. Contract liabilities decrease as the Company recognizes revenue from the satisfaction of the related performance obligation. Contact assets and contract liabilities are classified as current in the consolidated balance sheets as all amounts are expected to be relieved within one year. The opening and closing balances of accounts receivable, net of allowances, contract assets and contract liabilities from contracts with customers for the years ended December 31, 2020 and 2019 are as follows: Accounts receivable, net of allowances Contract Assets Contract Liabilities Balance at December 31, 2018 (Predecessor) $ 765 $ 240 $ 203 Balance at December 31, 2019 (Successor) 730 245 193 Balance at December 31, 2020 (Successor) 639 142 219 The Company did not recognize significant revenue associated with the final settlement of contract value for any projects that were completed in prior periods. In accordance with industry practice, accounts receivable includes retentions receivable, a portion of which may not be received within one year. At December 31, 2020 and 2019, retentions receivable were $122 $26 Costs to obtain or fulfill a contract: The Company generally does not incur significant incremental costs related to obtaining or fulfilling a contract prior to the start of a project. The Company may incur certain fulfilment costs such as initial design or mobilization costs which are capitalized if: (i) they relate directly to the contract, (ii) are expected to generate resources that will be used to satisfy the Company’s performance obligation under the contract, and (iii) are expected to be recovered through revenue generated under the contract. Such costs, which are amortized over the life of the respective project, were not material for any period presented. The Company generally does not incur any significant costs related to obtaining a contract with a customer. |
Goodwill and Intangibles
Goodwill and Intangibles | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | Note 7. Goodwill: The changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2020 and 2019 (Successor), the period from January 1, 2019 through September 30, 2019 (Predecessor), and the year ended December 31, 2018 (Predecessor), are as follows: Safety Services Specialty Services Industrial Services Total Goodwill Goodwill as of December 31, 2018 (Predecessor) $ 170 $ 125 $ 25 $ 320 Acquisitions — 4 — 4 Impairments (1) — (12 ) — (12 ) Goodwill as of September 30, 2019 (Predecessor) $ 170 $ 117 $ 25 $ 312 Goodwill as of December 31, 2018 (Successor) $ — $ — $ — $ — Acquisitions (2) 639 290 52 981 Transfers and other (3) — — (1 ) (1 ) Goodwill as of December 31, 2019 (Successor) 639 290 51 980 Acquisitions 223 2 — 225 Impairments (4) (83 ) (52 ) (58 ) (193 ) Measurement period adjustments and other (5) 127 (68 ) 11 70 Goodwill as of December 31, 2020 (Successor) $ 906 $ 172 $ 4 $ 1,082 (1) Impairment charge was recorded as a result of an impairment indicator identified by the Company (Predecessor). The impairment charge of $12 was recorded in the Specialty Services segment within the Infrastructure/Utility reporting unit. (2) Amounts primarily represent goodwill attributable to the APi Acquisition. (3) Represents amounts reclassified to assets held for sale (See Note 5 – “Divestitures and Held for Sale”). (4) During the first quarter of 2020, the Company concluded that a triggering event had occurred for all of its reporting units (see Note 2 – “Basis of Presentation and Significant Accounting Policies”). Pursuant to the authoritative literature, the Company performed an impairment test and recorded an impairment charge of $193 to reflect the impairment of its goodwill. The impairment charge of $83 recorded within the Safety Services segment was recorded within the Life Safety and Mechanical reporting unit for $57 and $26, respectively. The impairment charge of $52 recorded within the Specialty Services segment was recorded within the Infrastructure/Utility reporting unit, Fabrication reporting unit and Specialty Contracting reporting unit for $30, $1 and $21, respectively. The impairment charge of $58 recorded within the Industrial Services segment was recorded within the Transmission reporting unit and Civil reporting unit for $57 and $1, respectively. (5) Measurement period adjustments related to the APi Acquisition in 2019, for which the purchase price allocation was finalized during the third quarter of 2020 (see Note 4 – “Business Combinations”). Other includes fluctuations due to foreign currency translation adjustments. Intangibles: The Company has the following identifiable intangible assets as of December 31, 2020 and 2019: December 31, 2020 Weighted-Average Remaining Useful Lives in Years Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortized intangibles: Backlog intangibles 1.6 $ 101 $ (92 ) $ 9 Customer relationships 7.0 823 (119 ) 704 Trade names and trademarks 13.8 274 (22 ) 252 Total $ 1,198 $ (233 ) $ 965 December 31, 2019 Weighted-Average Remaining Useful Lives in Years Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortized intangibles: Backlog intangibles 1.0 $ 112 $ (22 ) $ 90 Customer relationships 7.8 755 (24 ) 731 Trade names and trademarks 14.8 305 (5 ) 300 Total $ 1,172 $ (51 ) $ 1,121 Approximate annual aggregate amortization expense of the intangibles for the five years subsequent to December 31, 2020, is as follows: Years ending December 31: 2021 $ 125 2022 123 2023 119 2024 119 2025 119 Thereafter 360 Total $ 965 Amortization expense recognized on intangibles was as follows: Year Ended December 31, Year Ended December 31, Period From January 1, 2019 Through September 30, Year Ended December 31, 2020 2019 2019 2018 (Successor) (Successor) (Predecessor) (Predecessor) Cost of revenues $ 69 $ 22 $ — $ — Selling, general, and administrative expense 113 29 26 49 Total intangible asset amortization expense $ 182 $ 51 $ 26 $ 49 During the year ended December 31, 2020, the Company recorded measurement period adjustments to goodwill and intangible assets for finalizing their fair values from the APi Acquisition. This resulted in a cumulative reversal to amortization expense. If the final intangible assets fair values had been known at the date of the APi Acquisition, amortization expense would have been lower by $5 for the year ended December 31, 2019 (Successor). |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 8. U.S. GAAP defines fair value as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). These valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. As the basis for evaluating such inputs, a three-tier value hierarchy prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. Recurring Fair Value Measurements: The Company’s financial assets and liabilities adjusted to fair value at least annually are its money market fund investments included in cash and cash equivalents, its mutual fund investments included in other assets, and its derivative instruments, which are primarily included in prepaid expenses and other, other assets, other accrued liabilities and other noncurrent liabilities. The following tables summarize the fair values and levels within the fair value hierarchy in which the measurements fall, for assets and liabilities measured on a recurring basis as of December 31, 2020 and 2019: Fair Value Measurements at December 31, 2020 Assets (liabilities) Level 1 Level 2 Level 3 Total Derivatives designated as effective hedges Interest rate swaps $ — $ (35 ) $ — $ (35 ) Derivatives not designated as effective hedges Foreign currency contracts — (9 ) — (9 ) Contingent consideration obligations — — (7 ) (7 ) $ — $ (44 ) $ (7 ) $ (51 ) Fair Value Measurements at December 31, 2019 Assets (liabilities) Level 1 Level 2 Level 3 Total Derivatives $ — $ — $ — $ — Contingent consideration obligations — — (7 ) (7 ) $ — $ — $ (7 ) $ (7 ) The Company determines the fair value of its interest rate swaps (“Derivatives”) using standard pricing models and market-based assumptions for all inputs, such as yield curves and quoted spot and forward exchange rates. Accordingly, the Company’s derivative instruments are classified as Level 2. The value of the contingent consideration obligations is determined using a probability-weighted discounted cash flow method. This fair value measurement is based on unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. This analysis reflects the contractual terms of the purchase agreements (e.g., potential payment amounts, length of measurement periods, manner of calculating any amounts due, etc.) and utilizes assumptions with regard to future cash flows, probabilities of achieving such future cash flows and a discount rate. Depending on the contractual terms of the purchase agreement, the probability of achieving future cash flows or earnings generally represent the only significant unobservable inputs. The contingent consideration obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings. The table below presents a reconciliation of the fair value of the Company’s contingent consideration obligations that use unobservable inputs (Level 3), as well as other information about the contingent consideration obligations: Year Ended December 31, Year Ended December 31, Period From January 1, 2019 Through September 30, Year Ended December 31, 2020 2019 2019 2018 (Successor) (Successor) (Predecessor) (Predecessor) Balances at beginning of year / period $ 7 $ — $ 13 $ 4 Acquisitions — 8 — — Issuances — — — 11 Settlements (4 ) — (3 ) (2 ) Adjustments to fair value 4 (1 ) (1 ) — Balances at end of year / period $ 7 $ 7 $ 9 $ 13 Number of open contingent consideration arrangements at the end of period 3 5 9 10 Maximum potential payout at end of period $ 7 $ 11 $ 13 $ 20 At December 31, 2020, the remaining open contingent consideration arrangements are set to expire at various dates through February 2022. Level 3 unobservable inputs were used to calculate the fair value adjustments shown in the table above. The fair value adjustments, and the related unobservable inputs, were not considered significant for the years ended December 31, 2020 (Successor) and 2019 (Successor), the period from January 1, 2019 through September 30, 2019 (Predecessor), or the year ended December 31, 2018 (Predecessor). |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivatives | Note 9. From time to time, the Company enters into derivative transactions to hedge its exposures to interest rate and foreign currency rate fluctuations. The Company does not enter into derivative transactions for trading purposes. Interest Rate Swaps The Company manages its fixed and floating rate debt mix using interest rate swaps. Interest rate swap contracts are used by the Company to separate interest rate risk management from the debt funding decision. The cash paid and received from the settlement of interest rate swaps is included in interest expense in the consolidated statement of operations. At December 31, 2020, the Company had a $720 notional amount interest rate swap that fixes LIBOR at 1.62%. This interest rate swap is designated as a cash flow hedge of the interest rate risk attributable to the Company’s forecasted variable interest payments and has a maturity date of October 2024. We are applying the hypothetical derivative method to assess hedge effectiveness for this interest rate swap. Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our $1.2 billion variable rate 2019 Term Loan are compared with the change in the fair value of the swap. As a result of applying the hypothetical derivative method of assessing hedge effectiveness in our fair value hedge accounting, the change in the fair value of the interest rate swap and an equivalent amount for the change in the fair value of the debt are included as a component of accumulated other comprehensive income (loss). The fair value of the interest rate swap designated as an effective hedge was a liability of $35 and an asset of less than $1 as of December 31, 2020 and 2019, respectively. The increase in the liability was primarily driven by changes in the applicable LIBOR rate, which was 0.15% at December 31, 2020 compared to 1.76% at December 31, 2019. The Company is not a party to any derivatives that require collateral to be posted prior to settlement. Foreign Currency Contracts The Company uses foreign currency contracts, primarily forward foreign currency contracts, to mitigate the foreign currency exposure of certain other foreign currency transactions. At December 31, 2020, the Company had approximately $525 notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through January 2021. Fair market value gains or losses are included in the results of operations and are classified in other (income) expense, net in the Company’s consolidated statement of operations. As of December 31, 2020 foreign currency contracts carried a liability balance of $9 and an asset balance of less than $1. The Company recognized expense of $9, $0, $0, and $0 in other (income) expense, net, during the years ended December 31, 2020 and 2019 (Successor), the period from January 1, 2019 through September 30, 2019 (Predecessor), and the year ended December 31, 2018, respectively, related to derivatives that are not designated as hedging instruments. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Note 10. The components of property and equipment at December 31, 2020 and 2019 are as follows: Estimated Useful Lives (In Years) December 31, 2020 December 31, 2019 Land N/A $ 26 $ 19 Building 39 76 66 Machinery and equipment 2-20 217 174 Autos and trucks 5-10 92 67 Office equipment 3-7 24 66 Leasehold improvements 1-15 14 28 Total cost 449 420 Accumulated depreciation (94 ) (18 ) Property and equipment, net $ 355 $ 402 Depreciation related to property and equipment, including finance leases, was $81, $18, $52, and $60 for the years ended December 31, 2020 and 2019 (Successor), the period from January 1, 2019 through September 30, 2019 (Predecessor), and the year ended December 31, 2018 (Predecessor), respectively, and is included within cost of revenues and selling, general, and administrative expense in the consolidated statements of operations. This method is consistent with the methods APi Group employed in prior periods to value other long-lived assets. The inputs utilized in the analyses are classified as Level 3 inputs within the fair value hierarchy, as defined in ASC Topic 820. During the second quarter of 2020, the Company recorded a measurement period adjustment to property and equipment related to finalization of the fair values acquired in the APi Acquisition. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Note 11. The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. Under ASC 842, a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. The Company leases various facilities, equipment and vehicles from unrelated parties, which are primarily classified and accounted for as operating leases. The facility leases are primarily for office space with initial terms extending up to 10 years. The equipment leases are primarily related to heavy equipment utilized in the completion of construction jobs, and the terms of the agreements range from 1 to 7 years. Vehicle leases have a minimum lease term ranging from 1 to 7 years. Some leases include one or more options to renew, generally at the Company’s sole discretion, with renewal terms that can extend the lease term from one to 12 years or more. In addition, certain leases contain termination options, where the rights to terminate are held by either the Company, the lessor, or both parties. These options to extend or terminate a lease are included in the lease terms when it is reasonably certain that the Company will exercise that option. The Company’s leases generally do not contain any material restrictive covenants. The Company made an accounting policy election to not recognize lease assets and lease liabilities for leases with terms of 12 months or less. For all other leases, the Company recognizes ROU assets and lease liabilities based on the present value of the lease payments over the lease term at the commencement date of the lease (or January 1, 2019 for leases existing upon the adoption of ASC 842). The ROU assets also include any initial direct costs incurred and lease payments made at or before the commencement date and are reduced by lease incentives. At the date of the SKG Acquisition on October 1, 2020, the Company was required to measure the acquired lease liabilities at the present value of the remaining lease payments as if the acquired leases were new leases. A reassessment of the lease term, lessee options to purchase an underlying asset, lease payments, and discount rates was performed for the acquired leases at October 1, 2020. The ROU assets were then remeasured at the amount of the lease liability, adjusted for any off-market terms present in the acquired leases. The Company’s future lease payments may include payments that depend on an index or a rate (such as the consumer price index). The Company initially measures payments based on an index or rate using the applicable rate at lease commencement, and subsequent changes in such rates are recognized as variable lease costs in the period incurred. Some leases contain variable payments that are not based on an index or rate, and therefore are not included in the initial measurement of ROU assets and lease liabilities. These variable payments typically represent additional services transferred to the Company, such as common area maintenance for real estate, and maintenance or service programs for vehicles, and are recorded in lease expense in the period incurred. For leases that include residual value guarantees or payments for terminating the lease, the Company includes these costs in the lease liability when it is probable they will be incurred. The Company determines the present value of lease payments using its incremental borrowing rate (“IBR”), as the Company’s leases generally do not have a readily determinable implicit discount rate. The Company applies judgment in assessing factors such as Company-specific credit risk, lease term, nature and quality of the underlying collateral, and economic environment in determining the incremental borrowing rates for its leases. The Company’s IBR reflects the rate of the parent or group level. The Company acts as the central treasury function for all its subsidiaries and its collateral quality was considered in aggregate for the IBR. The Company developed IBR curves for all currency denominations of its leases. To determine its creditworthiness, the Company considered publicly available credit ratings from Standard & Poor’s (S&P) and Moody’s Investors Service (Moody’s). Both the S&P local currency long-term rating and the Moody’s long-term corporate family credit ratings have remained at BB- and Ba3, respectively, since the initial credit ratings were released in September 2019. The amount (and impact) of the Company’s future operating lease payments, a consideration in the development of the IBR, would be reflected in the Company’s underlying credit rating. In its development of the IBR, the Company applied a base market yield curve reflective of its unsecured credit rating. Adjustments to the base market yield curve were then considered for any Company-specific debt instruments outstanding at the measurement date, and securitization adjustments were made to conclude on a lessee specific securitized market yield curve. No adjustment was considered for economic environment risk for the United States IBR as the underlying market data to derive the IBR was in USD. The Company also has leases located in (denominated in): Canada (CAD), European Union (EUR), United Kingdom (GBP), Sweden (SEK), and Norway (NOK). To derive the applicable foreign IBR curves, the Company adjusted its concluded United States/USD IBR curve to the applicable foreign IBR curves using the covered interest rate parity theory, which captures foreign currency risk. The Company developed its IBR curves with tenors ranging from 1-year to 30-years to match its anticipated lease terms. For each lease, the Company applied the IBR that aligned with the concluded lease term. The Company estimated the IBRs on a quarterly basis throughout 2020, which ranged from 0.97% to 7.80% across The Company has made an accounting policy election to account for lease and non-lease components in its contracts as a single lease component for all asset classes except for certain asset classes within its information technology arrangements. The Company allocates the consideration for certain asset classes within information technology arrangements to the separate components based on relative stand-alone prices using observable prices, if available, or estimates of stand-alone prices using observable information available. Operating lease cost is recognized on a straight-line basis over the lease term. Finance lease cost is recognized as a combination of amortization expense for the ROU assets and interest expense for the outstanding lease liabilities, and results in a front-loaded expense pattern over the lease term. The components of lease expense are as follows: Years Ended December 31, Period from January 1, 2019 through September 30, 2020 2019 2019 (Successor) (Successor) (Predecessor) Operating lease cost $ 34 $ 7 $ 26 Finance lease cost - amortization of right-of-use assets 1 — — Short-term lease cost 28 9 20 Variable lease cost 4 1 5 Total lease cost $ 67 $ 17 $ 51 Supplemental cash flow information related to leases is as follows: Years Ended December 31, Period from January 1, 2019 through September 30, 2020 2019 2019 (Successor) (Successor) (Predecessor) Cash paid for amounts included in measurement of lease liabilities: Operating cash outflows - payments on operating leases $ 33 $ 7 $ 26 Financing cash outflows - payments on finance leases 1 — 2 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 32 $ 111 $ 22 Finance leases 4 17 2 Included within ROU assets obtained in exchange for new lease obligations during the year ended December 31, 2020 (Successor), there were $14 and $3 Supplemental balance sheet information related to leases is as follows: Years Ended December 31, 2020 2019 Finance leases: Building and land $ 15 $ 15 Machinery and equipment 6 2 Accumulated depreciation (1 ) — Property and equipment, net $ 20 $ 17 Weighted-average remaining lease term: Operating leases 6.0 years 6.4 years Finance leases 1.7 years 2.6 years Weighted-average discount rate: Operating leases 3.5 % 3.1 % Finance leases 2.6 % 2.6 % The future undiscounted cash flows for each of the next five years and thereafter and reconciliation to the lease liabilities recognized on the consolidated balance sheet as of December 31, 2020 is as follows: Operating Leases Finance Leases Total Years ending December 31: 2021 $ 31 $ 3 $ 34 2022 22 18 40 2023 17 1 18 2024 13 — 13 2025 11 — 11 Thereafter 25 — 25 Total lease payments 119 22 141 Less imputed interest 13 1 14 Total present value of lease liabilities $ 106 $ 21 $ 127 Operating and finance leases - current $ 28 $ 3 $ 31 Operating and finance leases - non-current 78 18 96 Total present value of lease liabilities $ 106 $ 21 $ 127 The Company leases office and operating facilities from various parties that are in management positions at certain businesses. Rent expense, including real estate taxes and operating costs, incurred by the Company under these lease agreements was approximately $5 for the year ended December 31, 2020, and not material to the Company’s consolidated statements of operations for the year ending December 31, 2019 (Successor) or the period from January 1, 2019 through September 30, 2019 (Predecessor). |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 12. Debt obligations consist of the following: Maturity Date December 31, 2020 December 31, 2019 Term Loan Facility Revolving Credit Facility October 1, 2024 $ — $ — 2019 Term Loan October 1, 2026 1,188 1,200 2020 Term Loan October 1, 2026 250 — Other Obligations 5 14 Total debt obligations 1,443 1,214 Less: unamortized deferred financing costs (28 ) (24 ) Total debt, net of deferred financing costs 1,415 1,190 Less: short-term and current portion of long-term debt (18 ) (19 ) Long-term debt $ 1,397 $ 1,171 In connection with the closing of the APi Acquisition, on October 1, 2019, the Company entered into a Credit Agreement consisting of a $1.2 billion seven-year senior secured term loan (the “2019 Term Loan”) under the senior secured term loan facility (the “Term Loan Facility”), which was used to fund a part of the cash portion of the purchase price in the APi Acquisition and repayment of the Predecessor’s debt. The Credit Agreement also provides for a $300 five-year senior secured revolving credit facility (the “Revolving Credit Facility,” and together with the Term Loan Facility, the “Credit Facilities”). The Credit Agreement contains customary representations and warranties, and affirmative and negative covenants, including limitations on additional indebtedness, dividends and other distributions, entry into new lines of business, use of loan proceeds, capital expenditures, restricted payments, restrictions on liens on assets, transactions with affiliates and dispositions. To the extent total outstanding borrowings under the Revolving Credit Facility (excluding undrawn letters of credit up to $40) is greater than 30% of the total commitment amount of the Revolving Credit Facility, the Company’s first lien net leverage ratio shall not exceed (i) 4.50 to 1.00 for each fiscal quarter ending in 2019 and 2020, (ii) 4.00 to 1.00 for each fiscal quarter ending in 2021 and (iii) 3.75 to 1.00 for each fiscal quarter ending thereafter, subject to a right to cure. The interest rate applicable to the 2019 Term Loan is, at the Company’s option, either (1) a base rate plus an applicable margin equal to 1.50% or (2) a Eurocurrency rate (adjusted for statutory reserves) plus an applicable margin equal to 2.50%. At the option of the Borrower, the interest period for a 2019 Term Loan that is a Eurocurrency rate loan may be one, two, three or six months (or twelve months or any other period agreed with the applicable lenders under the Term Loan). Interest on the 2019 Term Loan is payable (1) with respect to a Eurocurrency rate loan, at the end of each interest period except that, if the interest period exceeds three months, interest is payable every three months and (2) with respect to a base rate loan, on the last business day of each March, June, September and December. As of December 31, 2020, there was $1.2 2.65% p Effective October 31, 2019, the Company entered into a $720 notional value 5-year interest rate swap exchanging one-month LIBOR for a fixed rate of 1.62% per annum to hedge a portion of its variable interest rate debt. Principal payments on the 2019 Term Loan commenced the first quarter ending on March 31, 2020 and will be made in quarterly installments on the last day of each fiscal quarter, for a total annual amount equal to 1.00% of the initial aggregate principal amount of the 2019 Term Loan. The 2019 Term Loan matures on October 1, 2026. The Company may prepay the 2019 Term Loan in whole or in part at any time without penalty, except that any prepayment in connection with a repricing transaction within six months of October 1, 2019 will be subject to 1% prepayment premium, which was not incurred. Additionally, subject to certain exceptions, the 2019 Term Loan Facility may be subject to mandatory prepayments using (i) proceeds from non-ordinary course asset dispositions, (ii) proceeds from certain incurrences of debt or (iii) commencing in 2020, a portion of the Company’s annual excess cash flows based upon certain leverage ratios. On October 22, 2020, the Company entered into an incremental $250 term loan (“2020 Term Loan”) under the Credit As of December 31, 2020, there was illion of principal outstanding under the 2020 Term Loan bearing interest of per annum based on one-month LIBOR plus 275 basis points. As of December 31, 2020, the Company was in compliance with the debt covenants contained in the Credit Agreement and in accordance with applicable debt covenants. In connection with the Credit Agreement loans, the Company incurred costs of $33 which have been capitalized and presented net within long-term debt on the consolidated balance sheet. These costs are being amortized over the term of the Credit Agreement. For the years ended December 31, 2020 and 2019 (Successor), the Company recognized $4 The interest rate applicable to borrowings under the Revolving Credit Facility is, at the Company’s option, either (1) a base rate plus an applicable margin equal to 1.25% or (2) a Eurocurrency rate (adjusted for statutory reserves) plus an applicable margin equal to 2.25%. The unused portion of the Revolving Credit Facility is subject to a commitment fee of 0.375% or 0.50% based on the Company’s first lien net leverage ratio. The Company is also required to pay letters of credit fees on the amounts of outstanding letters of credit. The Revolving Credit Facility matures on October 1, 2024. At December 31, 2020 and 2019, the Company had no amounts outstanding under this revolving line of credit and $230 and $70 One of the Company’s Canadian operations has a $20 unsecured line-of-credit agreement with a variable-interest rate based upon the prime rate. The Company had no amounts outstanding under the line of credit as of December 31, 2020 and 2019 and the line of credit was closed in January 2021. As of December 31, 2020 and 2019, the Company had $5 total $5, comprising $4 in 2021, $1 in 2022, less than $1 in 2023, and less than $1 in 2024. Approximate annual maturities, excluding amortization of debt issuance costs, of the Company’s financing arrangements for years subsequent to December 31, 2020, are as follows: Years Ending December 31: 2021 $ 18 2022 16 2023 15 2024 15 2025 15 Thereafter 1,364 Total $ 1,443 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. For the years ended December 31, 2020 and 2019 (Successor), the period from January 1, 2019 through September 30, 2019 (Predecessor), and the year ended December 31, 2018, the components of income (loss) before income taxes are as follows: Year Ended December 31, Year Ended December 31, Period From January 1, 2019 Through September 30, Year Ended December 31, 2020 2019 2019 2018 (Successor) (Successor) (Predecessor) (Predecessor) U.S. earnings (loss) $ (180 ) $ (153 ) $ 86 $ 116 Foreign earnings (loss) (4 ) 2 7 30 Total earnings (loss) $ (184 ) $ (151 ) $ 93 $ 146 The income tax provision (benefit) for the years ended December 31, 2020 and 2019 (Successor), the period from January 1, 2019 through September 30, 2019 (Predecessor), and the year ended December 31, 2018 (Predecessor), consisted of the following: Year Ended December 31, Year Ended December 31, Period From January 1, 2019 Through September 30, Year Ended December 31, 2020 2019 2019 2018 (Successor) (Successor) (Predecessor) (Predecessor) Current: U.S. federal $ 17 $ - $ - $ - State 19 3 2 3 Foreign 7 2 5 8 Total current tax provision (benefit) $ 43 $ 5 $ 7 $ 11 Deferred: U.S. federal $ (50 ) $ - $ - $ - State (20 ) (1 ) - - Foreign (4 ) (2 ) - (1 ) Total current tax provision (benefit) $ (74 ) $ (3 ) $ - $ (1 ) Total income tax provision (benefit) $ (31 ) $ 2 $ 7 $ 10 The reconciliation of the federal statutory income tax rate to the Company’s provision for income taxes is as follows: Period From January 1, 2019 Year Ended Year Ended Through Year Ended December 31, December 31, September 30, December 31, 2020 2019 2019 2018 (Successor) (Successor) (Predecessor) (Predecessor) Expected provision (benefit) at statutory federal rate $ (39 ) 21.0 % $ (32 ) 21.0 % $ 20 21.0 % $ 30 21.0 % Deferred remeasurement - 0.0 % 33 (21.5 )% - 0.0 % - 0.0 % State tax, net of federal benefit (6 ) 2.6 % 1 (0.7 )% 2 1.9 % 3 1.8 % S-corporation exclusion - 0.0 % - 0.0 % (18 ) (19.4 )% (24 ) (16.7 )% Valuation allowance 4 (1.2 )% - (0.2 )% 2 1.9 % - 0.2 % Permanent differences and other 10 (5.0 )% - 0.1 % 1 2.1 % 1 0.8 % Total provision (benefit) for income taxes $ (31 ) 17.4 % $ 2 (1.3 )% $ 7 7.5 % $ 10 7.1 % The components of deferred tax assets and liabilities consisted of the following: December 31, December 31, 2020 2019 Deferred tax assets: Right of use liability $ 28 $ 31 Accrued compensation 30 7 Accrued expenses 21 - Net operating loss carryforwards 3 57 Goodwill 35 - Amortization on identified intangibles 2 - Earnout 9 - Derivative 9 - Other 6 2 Gross deferred tax assets 143 97 Valuation allowance (4 ) (3 ) Net deferred tax assets $ 139 $ 94 Deferred tax liabilities: Depreciation on fixed assets $ 53 $ 64 Goodwill - 2 Amortization on identified intangibles - 8 Right of use asset 28 31 Holdbacks 3 4 Withholding taxes on foreign earnings 10 7 Other 1 1 Deferred tax liabilities $ 95 $ 117 Net deferred tax assets (liabilities) $ 44 $ (23 ) Deferred income tax assets represent potential future income tax benefits. Realization of these assets is ultimately dependent upon future taxable income. Deferred tax assets must be reduced by a valuation allowance if, based on all available evidence, it is considered more likely than not that some or all of the recorded deferred tax assets will not be realized in a future period. The Company considers all negative and positive evidence, including the weight of the evidence, to determine if a valuation allowance is required. As of December 31, 2020 and 2019, valuation allowances of $4 and $3 were recorded against certain deferred tax assets of the Company’s foreign subsidiaries. As of December 31, 2020, the Company had gross federal, state and foreign net operating loss carryforwards of approximately $0, $15 and $10, respectively. The state net operating loss carryforwards have carryforward periods of 5-20 years and begin to expire in 2024. The foreign net operating loss carryforwards generally have carryback periods of three years, carryforward periods of twenty years, or that are indefinite, and begin to expire in 2034. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year Ended December 31, Year Ended December 31, Period From January 1, 2019 Through September 30, Year Ended December 31, 2020 2019 2019 2018 (Successor) (Successor) (Predecessor) (Predecessor) Gross unrecognized tax benefits as of the beginning of the period $ 4 $ - $ 4 $ 4 Additions for tax positions taken in a prior period (including acquired uncertain tax positions) - 4 - - Reductions for tax positions taken in a prior period (including acquired uncertain tax positions) (1 ) - - - Foreign currency translation adjustments - - - - Gross unrecognized tax benefits as of the end of the period $ 3 $ 4 $ 4 $ 4 In connection with the adoption of the above provisions, the Company’s liability for unrecognized tax benefits is recorded within other non-current liabilities on the consolidated balance sheets and recognizes interest and penalties accrued related to unrecognized tax benefits in the provision for income taxes in the income statement. The Company had $1 and $1 of accrued gross interest and penalties as of December 31, 2020 and 2019, respectively. During the years ended December 31, 2020 and 2019 (Successor), the period from January 1, 2019 through September 30, 2019 (Predecessor), and the year ended December 31, 2018 (Predecessor), the Company did not recognize net interest expense. If all of the Company’s unrecognized tax benefits as of December 31, 2020 were recognized, $3 would impact the Company’s effective tax rate. The Company expects $1 of unrecognized tax benefits to roll-off in the next twelve months. The Company files income tax returns in the U.S. federal jurisdiction, and various state, local and foreign jurisdictions. For periods ended September 30, 2019 (Predecessor) and prior, the Company, including its domestic subsidiaries, filed state income tax returns for those states that do not recognize Subchapter S corporations. As of December 31, 2020, with few exceptions, the Company or its subsidiaries are no longer subject to examination prior to tax year 2014. The Company has been notified that the Predecessor’s U.S. federal income tax return will be under examination for the period ended December 31, 2017. There are various other audits in state and foreign jurisdictions. No adjustments have been proposed and the Company does not expect the results of the audit to have a material impact on the consolidated financial statements. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Note 14. The Company has 401(k) plans that provide for annual contributions not to exceed the maximum amount allowed by the Internal Revenue Code. The plans are qualified and cover employees meeting certain eligibility requirements who are not covered by collective bargaining agreements. The amounts contributed each year are discretionary and are determined annually by management. The Company recognized $11, $2, $10, and $13 in 401(k) expense during the years ended December 31, 2020 and 2019 (Successor), the period from January 1, 2019 through September 30, 2019 (Predecessor), and the year ended December 31, 2018 (Predecessor), respectively. APi Group had an employee stock ownership plan (ESOP) that was terminated and settled as a result of the APi Acquisition . (See Note 4 – “Business Combinations”) During 2019, the Company adopted a trustee-administered, profit sharing retirement plan covering substantially all employees not covered by collective bargaining agreements. The Company also adopted a profit sharing plan for employees in Canada (collectively, “Profit Sharing Plans”). The Profit Sharing Plan provides for annual discretionary contributions in amounts based on a performance grid as determined by the Company’s directors. The Company recognized $14, $5, $9, and $0 in expense during the years ended December 31, 2020 and 2019 (Successor), the period from January 1, 2019 through September 30, 2019 (Predecessor), and the year ended December 31, 2018 (Predecessor), respectively. The Company also managed a retirement compensation arrangement for employees of the Company’s Canadian subsidiary, Vipond, Inc. (“The Arrangement”). The Arrangement covered employees meeting certain eligibility requirements but who were not covered by collective bargaining agreements. The Arrangement was superseded by the Profit Sharing Plan. As a result there were no contributions to the Arrangement during 2020. The Arrangement was funded entirely by the Company’s contributions. The amounts contributed under the Arrangement were based on net income before tax, as set forth in the arrangement documents. The Company recognized $1, $3, and $1 of expense for contributions under this for the years ended December 31, 2019 (Successor), the period from January 1, 2019 through September 30, 2019 (Predecessor), and the year ended December 31, 2018 (Predecessor), respectively. The Company participates in several multiemployer pension plans (MEPPs) that provide retirement benefits to certain union employees in accordance with various collective bargaining agreements (CBAs). As one of many participating employers in these MEPPs, the Company may be responsible with the other participating employers for any plan underfunding. The Company’s contributions to a particular MEPP are established by the applicable CBAs; however, its required contributions may increase based on the funded status of the MEPP and the legal requirements of the Pension Protection Act of 2006 (the PPA), which requires substantially underfunded MEPPs to implement a funding improvement plan (FIP) or a rehabilitation plan (RP) to improve their funded status. Factors that could impact the funded status of the MEPP include, without limitation, investment performance, changes in the participant demographics, decline in the number of contributing employers, changes in actuarial assumptions, and the utilization of extended amortization provisions. The Company believes that certain of the MEPPs in which the Company participates may have underfunded vested benefits. Due to uncertainty regarding future factors that could trigger withdrawal liability, as well as the absence of specific information regarding the MEPPs current financial situation, the Company is unable to determine (a) the amount and timing of any future withdrawal liability, if any, and (b) whether the Company’s participation in these MEPPs could have a material adverse impact on the Company’s consolidated financial position, results of operations, or liquidity. The Company did not record any withdrawal liability for the years ended December 31, 2020 and 2019 (Successor), the period from January 1, 2019 through September 30, 2019 (Predecessor), and the year ended December 31, 2018 (Predecessor). The Company’s participation in MEPPs for the year ended December 31, 2020, is outlined in the table below. The EIN/PN column provides the Employer Identification Number (EIN) and the three-digit plan number (PN). The most recent PPA zone status available for 2020, 2019 and 2018 is for the plan year ends, as indicated below. The zone status is based on information that the Company received from the plans and is certified by the plans’ actuaries. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are between 65% and 80% funded, and plans in the green zone are at least 80% funded. The FIP/RP status pending/implemented column indicates plans for which an FIP or an RP either is pending or has been implemented. In addition, the Company may be subject to a surcharge if the Plan is in the red zone. The Surcharge imposed column indicates whether a surcharge has been imposed on contributions to the Plan. The last column lists the expiration date(s) of the collective bargaining agreement(s) to which the plans are subject. Contributions PPA Zone Status (1) FIP/RP (In millions) December 31 Status More Expiration Plan (Successor) (Predecessor) Pending/ (Successor) (Predecessor) Than Surcharge Date of Pension Fund EIN/PN Year-End 2020 2019 2018 Implement 2020* 2019* 2019* 2018* 5% (2) Imposed CBA National Automatic Sprinkler Industry Pension Fund 52-6054620-001 12/31/2019 Red Red Red Yes $ 25 $ 7 $ 20 $ 23 No No 3/31/2021 (3) National Electrical Benefit Fund 53-0181657-001 12/31/2019 Green Green Green No 7 2 6 2 No No 3/31/2022 Twin City Pipe Trades Pension Plan 41-6131800-001 4/30/2020 Green Green Green No 6 2 6 7 Yes No 4/30/2022 Heavy And General Laborers Local Unions 472 And 172 Of New Jersey Pension Fund 22-6032103-001 3/31/2020 Green Green Green No 6 2 5 6 Yes No 2/28/2021 Boilermaker-Blacksmith National Pension Trust 48-6168020-001 12/31/2019 Yellow Yellow Yellow Yes 5 1 5 8 No No 6/30/2023 Sheet Metal Workers' Local 10 Pension Fund 41-1562581-001 12/31/2019 Green Green Green No 2 1 5 5 Yes No 5/31/2022 Sheet Metal Workers' National Pension Fund 52-6112463-001 12/31/2019 Yellow Yellow Yellow Yes 5 1 3 3 No No 5/31/2023 Plumbers And Pipefitters National Pension Fd 52-6152779-001 6/30/2019 Yellow Yellow Yellow Yes 3 1 3 3 No No 4/30/2023 Building Trades United Pension Trust Fund Milwaukee And Vicinity 51-6049409-001 5/31/2020 Green Green Green No 3 1 2 4 No No 5/31/2023 Central Pension Fund Of The IUOE & Participating Employers 36-6052390-001 1/31/2020 Green Green Green No 3 1 2 4 No No 5/31/2023 Total other 20 5 14 18 Total $ 85 $ 24 $ 71 $ 83 (1) The zone status represents the most recent available information for the respective MEPP, which may be 2019 or earlier for the 2020 year and 2018 or earlier for the 2019 year. (2) This information was obtained from the respective plan’s Form 5500 (Forms) for the most current available filing. These dates may not correspond with the Company’s fiscal year contributions. The above-noted percentages of contributions are based upon disclosures contained in the plans’ Forms. Those Forms, among other things, disclose the names of individual participating employers whose annual contributions account for more than 5% of the aggregate annual amount contributed by all participating employers for a plan year. Accordingly, if the annual contribution of two or more of the Company’s subsidiaries each accounted for less than 5% of such contributions, but in the aggregate accounted for in excess of 5% of such contributions, that greater percentage is not available and accordingly is not disclosed. (3) Subsequent to year-end, negotiations were concluded and a new plan was ratified that extends through March 31, 2025. * 2020 and 2019 Successor periods represent the years ended December 31, 2020 and 2019. Predecessor periods represent the period from January 1, 2019 through September 30, 2019 and the year ended December 31, 2018. The nature and diversity of the Company’s business may result in volatility in the amount of its contributions to a particular MEPP for any given period. That is because, in any given market, the Company could be working on a significant project and/or projects, which could result in an increase in its direct labor force and a corresponding increase in its contributions to the MEPP(s) dictated by the applicable CBA. When that particular project(s) finishes and is not replaced, the number of participants in the MEPP(s) who are employed by the Company would also decrease, as would its level of contributions to the particular MEPP(s). Additionally, the amount of contributions to a particular MEPP could also be affected by the terms of the CBA, which could require, at a particular time, an increase in the contribution rate and/or surcharges. The Company’s (Predecessor) contributions to various MEPP(s) did not significantly increase as a result of acquisitions made since 2018. |
Related-Party Transactions and
Related-Party Transactions and Investments | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions and Investments | Note 15. In January 2021, the Company issued a dividend that was settled in shares to Mariposa, a related entity that is controlled by the co-chairperson of the Company’s Board of Directors , for 12.4 million shares. Refer to Note 17 – “Shareholders’ Equity” for additional information on the calculation of the dividend amount. In addition, during the year ended December 31, 2020, the Company incurred advisory services fees of $4, payable to Mariposa Capital, LLC, an entity owned by the co-chairperson of the Company’s Board of Directors. From time to time the Company also enters into other immaterial related party transactions. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | Note 16. The Company is involved in various litigation matters and is subject to claims from time to time from customers and various government entities. While it is not feasible to determine the outcome of any of these uncertainties, it is the opinion of management that their outcomes will not have a material adverse effect on the consolidated financial position, results of operations, or cash flows of the Company, except as disclosed in Note 4 – “Business Combinations”. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | Note 17. Shareholders’ Preferred Shares The holders of the Preferred Shares are entitled to receive an annual dividend in the form of common shares or cash, at the Company’s sole option (for which the Company settled in shares subsequent to year end) based on the increase in the market price of the Company’s Common Stock. The first annual dividend amount, which was earned as of December 31, 2020, was equal to 20% of the increase of the volume-weighted average market price per share of the Company’s common shares for the last ten trading days of the calendar year of $17.8829 (the “Dividend Price”) over the Company’s initial offering price of $10.00 per share, multiplied by 141,194,638 shares (the “Annual Dividend Amount”). In subsequent years, the Annual Dividend Amount will be calculated based on the appreciated share price compared to the highest Dividend Price previously used in calculating the Annual Dividend Amount. In the event the Company is liquidated, an Annual Dividend Amount shall be payable for the shortened Dividend Year. Subsequent to the liquidation, the holders of Preferred Shares shall have the right to a pro rata share (together with holders of the common shares) in the distribution of the surplus assets of the Company. In January 2021, subsequent to year end, the annual dividend declared as of December 31, 2020 was settled in shares and the Company issued 12,447,912 common shares to the Preferred Shareholders. The Preferred Shares are also entitled to participate in any dividends on the common shares on an if-converted basis. In addition, if the Company pays a dividend on its common shares, the Preferred Shares will also receive an amount equal to 20% of the dividend which would be distributable on 141,194,638 of common shares. All such dividends on the Preferred Shares will be paid at the same time as the dividends on the common shares. Dividends are paid for the term the Preferred Shares are outstanding. The Preferred Shares will be automatically converted into common shares on a one for one basis upon the last day of 2026. Each Preferred share is convertible into one common share at the option of the holder until the Conversion. If there is more than one holder of Preferred Shares, a holder of Preferred Shares may exercise its rights independently of any other holder of Preferred Shares. In accordance with ASC 718 – Compensation – Stock Compensation Vesting period Immediate Assumed price upon Acquisition US $10.00 Probability of winding-up 16.70 % Probability of Acquisition 83.30 % Time to Acquisition 1.5 years Volatility (post-Acquisition) 35.10 % Risk free interest rate 2.33 % The Preferred Shares carry the same voting rights as are attached to the common shares being one vote per Preferred Share and were each issued with a warrant equivalent to the warrant issued with each common share. Warrants In October 2017, the Company issued 125,032,500 warrants to the purchasers of both common shares and Preferred Shares (including the 32,500 warrants that were issued to non-founder directors in lieu of their first year fees). Each warrant had a term of 3 years following the APi Acquisition and entitled the warrant holder to purchase one-third of a common share upon exercise. Warrants were exercisable in multiples of three for one common share at a price of $11.50 per whole ordinary share. The warrants are mandatorily redeemable by the Company at a price of $0.01 should the average market price of a common share exceed $18.00 for 10 consecutive trading days (subject to any prior adjustment in accordance with the terms of the warrants). On October 1, 2019, in conjunction with the APi Acquisition, the Company completed a warrant financing, in which an aggregate of 60,486,423 warrants were exercised at an exercise price of $10.25 in exchange for an aggregate of 20,162,141 common shares. As of December 31, 2020, 63,774,398 warrants were still outstanding and no mandatory redemption was triggered. See Note 21 – “Subsequent Events” for discussion of mandatory redemption of warrants triggered in January 2021. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | Note 18. Successor The Company maintains a 2019 Equity Incentive Plan (the “2019 Plan”), which allows for grants of share-based awards. At December 31, 2020, there were approximately 15.5 million share-based awards collectively available for grant under the 2019 Plan. The 2019 Plan generally provides for awards to vest no earlier than one year from the date of grant, although most awards entitle the recipient to common shares if specified market or performance conditions are achieved, if applicable, and vest over a minimum of three years. The share-based awards granted to employees include stock options and time-based restricted stock units, as follows: In 2017 upon its initial public offering, the Company issued 162,500 nonqualified stock options to independent, non-executive directors at exercise price of $11.50 per share with contractual terms of five years from the date of the APi Acquisition. These stock options were performance based and vested on the consummation of the APi Acquisition. The Company has not granted stock options since 2017. The following table summarizes the changes in the number of common shares underlying options for 2020 (shares in whole numbers and per share values in whole dollars): (Successor) Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Weighted-Average Intrinsic Value Outstanding at December 31, 2019 162,500 $ 11.50 Granted — — Exercised — — Forfeited — — Outstanding at December 31, 2020 162,500 $ 11.50 3.8 $ 1 Exercisable at December 31, 2020 162,500 $ 11.50 3.8 $ 1 Apart from the options granted in 2017, there were no option exercises or grants for any other Successor periods. Awards of Restricted Stock Units (“RSUs”) are independent of stock option grants and are generally subject to forfeiture if employment terminates prior to vesting. These time-based RSUs entitle recipients to shares of the Company’s common shares and primarily vest in equal installments over a three-year service period from date of grant. The time-based RSUs granted to the Company’s directors vest at the end of the anniversary date of their grant date. The following table summarizes the changes in the number of outstanding RSUs for 2020 (shares in whole numbers and per share values in whole dollars): (Successor) Restricted Stock Units Weighted-Average Grant Date Fair Value Per Share Weighted-Average Remaining Contractual Term Outstanding at January 1, 2019 — $ — — Granted 929,266 10.25 Outstanding at December 31, 2019 929,266 $ 10.25 2.6 Granted 553,442 11.12 Vested (349,756 ) - Forfeited (24,390 ) 10.85 Outstanding at December 31, 2020 1,108,562 $ 10.67 1.8 Expected to vest at December 31, 2020 1,108,562 $ 10.67 1.8 The Company recognized $5 and $1 of compensation expense during the years ended December 31, 2020 and 2019 (Successor), respectively, for these RSUs as a result of the APi Acquisition. Total unearned compensation related to unvested RSUs as of December 31, 2020 was approximately $9, which is expected to be recognized over a weighted average period of approximately 1.8 years. Predecessor The Predecessor maintained an equity incentive plan under which incentive stock options, nonqualified stock options and restricted stock options can be granted to officers, nonemployee directors and key employees of the Company. Since these awards historically were cash settled, compensation expense related to stock-based transactions was remeasured and recognized in the consolidated financial statements based on the fair market value at the end of each reporting period. The portion of the award that is expected to vest is recognized on a straight-line basis over the requisite service or vesting period of the award and adjusted upon completion of the vesting period and are remeasured to fair value throughout the vesting and settlement periods. As a result of the APi Acquisition, the acceleration clause within the original award agreements was triggered, with immediate vesting of an insignificant number of unvested awards and all the outstanding vested awards requiring cash settlement of the awards for a total of $62, with incremental compensation expense of $35 recorded to selling, general, and administrative expenses in the consolidated statement of operations for the period from January 1, 2019 through September 30, 2019 (Predecessor). In addition, share-based compensation for the Predecessor period from January 1, 2019 through September 30, 2019 and the year ended December 31, 2018, were $35 and $3, respectively, and were recorded in general and administrative expenses in the consolidated statements of operations. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Note 19. Net income is allocated between the Company’s common shares and other participating securities based on their participation rights. The Preferred Shares (See Note 17 – “Shareholders’ Equity”), represent participating securities. Earnings attributable to Preferred Shares is not included in earnings attributable to common shares in calculating earnings per common share (the “two class method”). For periods of net loss, there is no impact from the two-class method on earnings (loss) per share (“EPS”) as net loss is allocated to common shares because Preferred Shares are not contractually obligated to share the loss. The following table sets forth the computation of earnings (loss) per common share using the two-class method. The dilutive effect of outstanding Preferred Shares and the Preferred Share dividend is reflected in diluted EPS using the if-converted method and warrants, options, and RSUs are reflected using the treasury stock method. For periods of net loss, basic and diluted EPS are the same, as the assumed exercise of Preferred Shares, RSUs, warrants and stock options are anti-dilutive. (See Note 2 – “Significant Accounting Policies”) (amounts in millions, except share and per share amounts): For the Years Ended December 31, 2020 2019 Net loss attributable to common shareholders $ (375 ) $ (153 ) Basic and diluted weighted average shares outstanding (1) 169,482,340 133,117,000 Loss per share attributable to common shareholders: Loss per common share - basic and diluted $ (2.21 ) $ (1.15 ) (1) For the year ended December 31, 2020, excludes the following items as the effect would be anti-dilutive: 162,500 stock options to purchase the same number of common shares, 63,774,398 warrants exercisable to purchase common shares on a 3:1 basis (21,258,133 ordinary share equivalents), 1,108,562 RSUs, 4,000,000 Preferred Shares convertible to the same number of common shares and 12,447,912 common share equivalents which represent the dividend that the Preferred Shares are entitled to receive, based on the volume weighted-average price during the last ten trading days of the calendar year. Predecessor The Company has not presented Predecessor earnings per member unit information because it is not meaningful or comparable to the required Successor EPS information presented above, as well as the fact that Predecessor units were not publicly traded. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Note 20. The Company manages its operations under three operating segments, which represent the Company’s three reportable segments: Safety Services, Specialty Services, and Industrial Services. This structure is generally focused on various businesses related to contracting services and maintenance of industrial and commercial facilities. All three reportable segments derive their revenue from installation, inspection, maintenance, service and repair, retrofitting and upgrading, engineering and design, and distribution, and fabrication and various types of service and construction contracts, primarily in the United States as well as Canada and Europe. The Safety Services segment focuses on end-to-end integrated occupancy systems (fire protection services, HVAC, and entry systems) including installation, inspection and service, and design of these integrated systems. The work performed within this segment includes, but is not limited to, customers in various industries and facilities including commercial, data center, distribution, education, healthcare, high tech, industrial and special-hazard settings The Specialty Services segment provides infrastructure services and specialized industrial plant services which include maintenance and repair of critical infrastructure such as underground electric, gas, water, sewer and telecommunications infrastructure. Customers within this segment include, but are not limited to, public and private utilities, communications, healthcare, education, manufacturing, industrial plants and governmental agencies throughout the United States. The Industrial Services segment provides a variety of services to the energy industry focused on transmission and distribution. Services within this segment include, but are not limited to, oil and gas pipeline infrastructure, access and road construction, supporting facilities, and performing ongoing integrity management and maintenance. The accounting policies of the reportable segments are the same as those described in Note 2 – “Basis of Presentation and Significant Accounting Policies”. All intercompany transactions and balances are eliminated in consolidation. Intercompany revenue and costs between entities within a reportable segment are eliminated to arrive at segment totals, and eliminations between segments are separately presented. Corporate results include amounts related to corporate functions such as administrative costs, professional fees, acquisition-related transaction costs (exclusive of acquisition integration costs, which are included within the segment results of the acquired businesses), and other discrete items. U.S. GAAP earnings before interest, taxes, depreciation and amortization (“EBITDA”) is the measure of profitability used by management to manage its segments and, accordingly, in its segment reporting. As appropriate, the Company supplements the reporting of consolidated financial information determined in accordance with U.S. GAAP with certain non-U.S. GAAP financial measures, including EBITDA. The Company believes these non-U.S. GAAP measures provide meaningful information and help investors understand the Company’s financial results and assess its prospects for future performance. The Company uses EBITDA to evaluate its performance, both internally and as compared with its peers, because it excludes certain items that may not be indicative of the Company’s core operating results for its reportable segments. Segment EBITDA is calculated in a manner consistent with consolidated EBITDA. Summarized financial information for the Company’s reportable segments are presented and reconciled to consolidated financial information in the following tables, including a reconciliation of consolidated operating income to EBITDA. The tables below may contain slight summation differences due to rounding: For the Year Ended December 31, 2020 (Successor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated Net revenues $ 1,639 $ 1,401 $ 563 $ (16 ) $ 3,587 EBITDA Reconciliation Operating income (loss) $ 8 $ (22 ) $ (34 ) $ (118 ) $ (166 ) Plus: Investment income and other, net 13 16 1 4 34 Depreciation 6 46 25 4 81 Amortization 113 55 10 4 182 EBITDA $ 140 $ 95 $ 2 $ (106 ) $ 131 Total assets $ 2,134 $ 996 $ 274 $ 661 $ 4,065 Capital expenditures 2 24 10 2 38 For the Year Ended December 31, 2019 (Successor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated Net revenues $ 435 $ 386 $ 167 $ (3 ) $ 985 EBITDA Reconciliation Operating income (loss) $ 34 $ 19 $ (5 ) $ (209 ) $ (161 ) Plus: Investment income and other, net — 5 — 20 25 Depreciation 2 8 5 3 18 Amortization 23 18 9 1 51 EBITDA $ 59 $ 50 $ 9 $ (185 ) $ (67 ) Total assets $ 1,770 $ 1,305 $ 568 $ 368 $ 4,011 Capital expenditures 1 4 6 — 11 For the Period from January 1, 2019 through September 30, 2019 (Predecessor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated Net revenues $ 1,342 $ 1,107 $ 670 $ (12 ) $ 3,107 EBITDA Reconciliation Operating income (loss) $ 161 $ 60 $ — $ (119 ) $ 102 Plus: Investment income and other, net 1 7 1 2 11 Depreciation 4 28 14 6 52 Amortization 4 16 6 — 26 EBITDA $ 170 $ 111 $ 21 $ (111 ) $ 191 Total assets $ 812 $ 882 $ 394 $ 227 $ 2,315 Capital expenditures 4 27 21 1 53 For the Year Ended December 31, 2018 (Predecessor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated Net revenues $ 1,705 $ 1,359 $ 723 $ (59 ) $ 3,728 EBITDA Reconciliation Operating income (loss) $ 178 $ 57 $ 13 $ (86 ) $ 162 Plus: Investment income and other, net 1 5 — — 6 Depreciation 6 34 16 4 60 Amortization 12 29 8 — 49 EBITDA $ 197 $ 125 $ 37 $ (82 ) $ 277 Capital expenditures 9 41 23 1 74 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 21. Subsequent Events Mandatory Warrant Redemption As of January 26, 2021, a mandatory redemption event occurred with respect to all of its outstanding warrants. Each warrant was mandatorily redeemed by the Company for $0.01 per warrant on February 25, 2021, unless they exercised before 5:00 p.m. on February 24, 2021. The mandatory redemption event was triggered because the daily volume weighted average price of the Company’s Common Stock on the New York Stock Exchange for the ten consecutive trading days ended January 26, 2021 was equal to or greater than $18.00. On February 25, 2021, the Company completed the mandatory redemption of 3,791,778 outstanding warrants for $0.01 per warrant. Prior to the redemption and since December 31, 2020, the Company has received approximately $230 of cash proceeds resulting from the exercise of 59,982,620 outstanding warrants. The warrants were exercisable in multiples of three for one share of the Company’s Common Stock at an exercise price of $11.50 per whole share of Common Stock. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2020 | |
Valuation And Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | APi Group Corporation SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS (in millions) Balance at beginning of period Credit loss expense Write-offs Balance at end of period Allowance for doubtful accounts: Year ended December 31, 2020 $ — $ 4 $ (2 ) $ 2 Year ended December 31, 2019 $ — $ — $ — $ — |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of consolidation: The consolidated financial statements (“Financial Statements”) include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Investments in entities over which the Company has significant influence but not control are accounted for using the equity method of accounting. These investments are initially recorded at cost and subsequently adjusted based on the Company’s proportionate share of earnings, losses and distributions from each entity. In accounting for the acquisition of APi Group (the “APi Acquisition”), APG is considered the acquirer of APi Group for accounting purposes and APi Group is the accounting Predecessor. The Company’s financial statement presentation for the APi Group financial information as of and for the periods presented prior to the APi Acquisition date are labeled “Predecessor”. The Company’s financial statements, including APi Group from the APi Acquisition date, are labeled “Successor”. The merger was accounted for as a business combination using the acquisition method of accounting, and the Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired. Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions. See Note 4 – “Business Combinations” for a discussion of the fair values of assets and liabilities recorded in connection with the APi Acquisition, which was finalized during the third quarter of 2020. As a result of the application of the acquisition method of accounting as of the effective date of the APi Acquisition, the accompanying Financial Statements include a black line division, where applicable, which indicates a differentiation that the Predecessor and Successor reporting entities shown are presented on a different basis and are, therefore, not comparable. The historical financial information of the Company which was, prior to the APi Acquisition, an acquisition vehicle, has not been presented in these Financial Statements as these historical amounts are not considered meaningful. As an acquisition vehicle, the Company retained and invested the proceeds from its initial public offering (the “IPO”) and the funds were used to pay a portion of the cash consideration for the APi Acquisition. |
Unaudited pro forma income information | Unaudited pro forma income information: The unaudited pro forma net income information presented on the face of the consolidated statements of operations gives effect to the conversion of APi Group to a C corporation. Prior to such conversion, APi Group was an S corporation and generally not subject to federal income taxes within the United States. The pro forma net income, therefore, includes an adjustment for income tax expense on the income attributable to controlling interest as if APi Group had been a C corporation for the period from January 1, 2019 through September 30, 2019, at an assumed combined federal, state, local and foreign effective income tax rate of 28.7%. |
Use of estimates and risks and uncertainty of COVID-19 | Use of estimates and risks and uncertainty of COVID-19: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates include the estimation of total contract costs used for revenue and cost recognition from construction contracts, fair value estimates included in the accounting for acquisitions, valuation of long-lived assets and acquisition-related contingent consideration, self-insurance liabilities, income taxes and the estimated effects of litigation and other contingencies. On January 30, 2020, the World Health Organization declared the coronavirus outbreak (COVID-19) a “Public Health Emergency of International Concern” and on March 11, 2020, declared COVID-19 a pandemic. In mid-March 2020, U.S. State Governors, local officials and leaders outside of the U.S. began ordering various “shelter-in-place” orders, which have had various impacts on the U.S. and global economies. Since that time and through December 31, 2020, the U.S. State Governors have issued new and renewed health and civil preparedness policies that limit social gatherings and business activities. This has required greater use of estimates and assumptions in the preparation of the Financial Statements, specifically those estimates and assumptions utilized in the Company’s forecasted cash flows that form the basis in developing the fair values utilized in its impairment assessments, annual effective tax rate, and assessment of the realizability of deferred tax assets. This has included assumptions as to the duration and severity of the COVID-19 pandemic, timing and amount of demand shifts for the Company’s services, labor availability and productivity, supply chain continuity, required remedial measures, and timing of a return to normalcy. As the COVID-19 pandemic continues to evolve, the Company believes the extent of the impact to its businesses, operating results, cash flows, liquidity and financial condition will be primarily driven by the severity and duration of the COVID-19 pandemic, the pandemic’s impact on the U.S. and global economies and the timing, scope and effectiveness of federal, state and local governmental responses to the pandemic. Those primary drivers are beyond the Company’s knowledge and control, and as a result, at this time the Company is unable to predict the cumulative impact, both in terms of severity and duration, that COVID-19 will have on its businesses, operating results, cash flows and financial condition, but it could be material if the current circumstances continue to exist for a prolonged period of time. Although we have made our best estimates based upon current information, actual results could materially differ from the estimates and assumptions developed by management. If so, the Company may be subject to future incremental impairment charges as well as changes to recorded reserves and valuations. |
Foreign Currency and Currency Translation | Foreign currency and currency translation: The assets and liabilities of foreign subsidiaries with a functional currency other than the U.S. dollar are translated into U.S. dollars at exchange rates in effect at year-end, with resulting translation gains or losses included within other comprehensive income or loss. Revenue and expenses are translated into U.S. dollars at average monthly rates of exchange in effect during the year. Foreign currency transaction gains and losses are classified in other (income) expense, net, in the consolidated statements of operations and were a $12 gain for the year ended December 31, 2020 and were immaterial for the year ended December 31, 2019; the period from January 1, 2019 through September 30, 2019; and the year ended December 31, 2018; respectively. Translation gains or losses, which are recorded in accumulated other comprehensive income (loss) on the consolidated balance sheet, result from translation of the assets and liabilities of APi Group’s foreign subsidiaries into U.S. dollars. Foreign currency translation losses (gains) totaled approximately ($9), ($3), ($3), and $11 for the years ended December 31, 2020 and 2019; the period from January 1, 2019 through September 30, 2019; and the year ended December 31, 2018; respectively. All of the Company’s foreign operations use their local currency as their functional currency. Currency gains or losses resulting from transactions executed in currencies other than the functional currency are included in other income or expense, net, in the consolidated statements of operations. |
Cash and Cash Equivalents | Cash and cash equivalents: The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. |
Fair Value of Financial Instruments | Fair value of financial instruments: The financial instruments of the Company include cash and cash equivalents, accounts and notes receivable, accounts payable, contingent consideration and compensation liabilities and debt obligations. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market as of the measurement date. ASC Topic 820, Fair Value Measurements Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. The carrying values of cash and cash equivalents, accounts receivable, contract assets, other receivables, accounts payable, contingent compensation liabilities, accrued liabilities, and contract liabilities approximate their fair values because of their short maturity. The carrying values of the notes receivable approximate their fair values based on the current rates of return on similar investments. The fair value of the Company’s revolving line of credit facilities and long-term debt are based on current lending rates for similar borrowings, assuming the debt is outstanding through maturity, and considering the collateral. The carrying values of long-term debt and revolving line of credit facilities approximate their fair values because of the variable interest rates of these instruments, which generally are reset monthly. The fair value of the Company’s interest rate swap and foreign currency contracts are determined using standard pricing models and market-based assumptions for all significant inputs, such as yield curves and quoted spot and forward exchange rates. The fair value of the Company’s contingent consideration obligations is determined using a probability-weighted discounted cash flow method. This fair value measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. |
Inventories | Inventories: Inventories consist primarily of wholesale insulation products, contracting materials and supplies. Inventories are valued at the lower of cost or net realizable value. |
Property and Equipment | Property and equipment: Property and equipment, including additions, replacements and improvements, is stated at cost, or fair value for assets acquired in a business combination, less accumulated depreciation. Expenditures for maintenance and repairs are charged to operating expenses as incurred unless such expenditures extend the life of the asset or increase its capacity or efficiency. Depreciation expense is recognized over the estimated useful lives of the assets using the straight-line method. Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improvements. Upon sale or disposition of property and equipment, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheets and any resulting gain or loss is recognized in the consolidated statements of operations. |
Leases | Leases: The Company’s lease portfolio mainly consists of facilities, equipment and vehicles. Operating lease assets represent the Company’s right to use an underlying asset for the lease term whereas lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term (or at fair values in the case of those leases assumed in an acquisition). As most of the Company’s leases do not provide an implicit rate, the Company uses incremental borrowing rates that reflect its own external unsecured borrowing rates and are risk-adjusted to approximate secured borrowing rates over similar terms. These rates are assessed on a quarterly basis for measurement of new lease obligations. The operating lease assets also include any lease payments made less lease incentives. Leases with an initial term of less than 1 year are not recorded on the Company’s consolidated balance sheets. Operating lease expense is recognized on a straight-line basis over the lease term. Many leases include one or more options to renew, with renewal terms that can extend the lease term for several years. The exercise of lease renewal options is generally at the Company’s sole discretion. Certain leases also include options to purchase the leased assets. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The Company’s lease agreements contain lease and non-lease components, which are accounted for as a single lease component for all asset classes except for certain asset classes within its information technology arrangements. Operating lease right of use assets are reported as separate lines in the consolidated balance sheets. Finance leases are generally those leases that allow the Company to substantially utilize or pay for the entire asset over its estimated life. The Company’s accounting for finance leases (previously referred to as capital leases) remains substantially unchanged. For finance leases, the Company recognizes more expense in the initial years of total lease expense recognition due to the accretion of the lease liability and the straight-line amortization of the leased asset. Assets acquired under finance leases are recorded in property and equipment, net. |
Goodwill impairment | Goodwill impairment: Goodwill represents the excess of cost over the fair market value of net tangible and identifiable intangible assets of acquired businesses. Goodwill is not amortized but instead is annually tested for impairment, or more frequently if events or circumstances indicate that the carrying amount of goodwill may be impaired. The Company has recorded goodwill in connection with its historical acquisitions of businesses. Upon acquisition, these businesses were either combined into one of the existing components or managed on a stand-alone basis as an individual component. The components are aligned to one of the Company’s three reportable segments, Safety Services, Specialty Services, or Industrial Services. Goodwill is required to be evaluated for impairment at the reporting unit level, which represents the operating segment level or one level below the operating segment level for which discrete financial information is available. Management identifies its reporting units by assessing whether components have discrete financial information available, engage in business activities, and have a segment manager regularly review the component’s operating results. If two or more components are deemed economically similar, those components are aggregated into one reporting unit when performing the annual goodwill impairment test. The Company performs its annual goodwill impairment assessment on October 1 each fiscal year, or more frequently if events or circumstances arise which indicate that goodwill may be impaired. Qualitative indicators that may trigger the need for annual or interim quantitative impairment testing include, among other things, deterioration in macroeconomic conditions, declining financial performance, deterioration in the operational environment, or an expectation of selling or disposing of a portion of a reporting unit. Additionally, a significant change in business climate, a loss of a significant customer, increased competition, a sustained decrease in share price, or a decrease in estimated fair value below book value may trigger the need for interim impairment testing of goodwill associated with one or more reporting units. While the Company’s services have largely been deemed essential, the Company did experience negative impacts from COVID-19 on its operations including impacts from the Company’s suppliers, other vendors, and customer base. In addition to the impacts of COVID-19, the Company was also impacted by a significant decline in demand and volatility in oil prices as some of the Company’s services involve work within the oil and gas industry. As a result of these factors and the significant decline in the Company’s market capitalization during the first quarter of 2020, the Company concluded that an impairment triggering event had occurred for all of its reporting units and performed impairment tests for its goodwill and recoverability tests for its long-lived assets, which primarily include finite-lived intangible assets, property and equipment and right of use lease assets. The Company determined that goodwill was impaired and recorded an impairment charge to goodwill of $197 (comprised of $193 at businesses with ongoing operations and $4 at a business that was divested prior to December 31, 2020). See Note 7 – “Goodwill and Intangibles” for further information. The Company evaluated each reporting unit for impairment by performing a quantitative test comparing the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recorded as a reduction to goodwill with a corresponding change to earnings in the period the goodwill is determined to be impaired. Any goodwill impairment is limited to the total amount of goodwill allocated to that reporting unit. The Company determines the fair value of its reporting units using a combination of the income approach (discounted cash flow method) and market approach (guideline transaction method and guideline public company method). Management weights each of the methods applied to determine the fair value of its reporting units. Under the discounted cash flow method, the Company determines fair value based on the estimated future cash flows for each reporting unit, discounted to present value using a risk-adjusted industry weighted-average cost of capital, which reflects the overall level of inherent risk for each reporting unit and the rate of return an outside investor would expect to earn. Cash flow projections are derived from budgeted amounts (typically a one-year model) and subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur from a market participant’s standpoint. All cash flow projections by reporting unit are evaluated by management. A terminal value is derived by capitalizing free cash flow into perpetuity. The capitalization rate is derived from the weighted-average cost of capital and the estimated long-term growth rate for each reporting unit. Under the guideline transaction and guideline public company methods, the Company determines the estimated fair value for each of its reporting units by applying transaction multiples and public company multiples, respectively, to each reporting unit’s applicable earnings measure. The transaction multiples are based on observed purchase transactions for similar businesses adjusted for size, diversification and risk. The public company multiples are based on peer group multiples adjusted for size, growth, risk and margin. See Note 7 – “Goodwill and Intangibles” for additional detail on goodwill and other intangible assets. |
Impairment of long-lived assets excluding goodwill | Impairment of long-lived assets excluding goodwill: The Company periodically reviews the carrying amount of its long-lived asset groups, including property and equipment and other identifiable intangibles subject to amortization, when events or changes in circumstances indicate the carrying value may not be recoverable. If facts and circumstances support the possibility of impairment, the Company will compare the carrying value of the asset or asset group with the undiscounted future cash flows related to the asset or asset group. If the carrying value of the asset or asset group is greater than its undiscounted cash flows, the resulting impairment will be determined as the difference between the carrying value and the fair value, where fair value is determined for the carrying amount of the specific asset groups based on discounted future cash flows or appraisal of the asset groups. As noted above in “Use of estimates and risks and uncertainty of COVID-19”, during the first quarter of 2020, the Company concluded that an impairment triggering event had occurred. The Company reviewed its long-lived assets for impairment and |
Investments | Investments: The Company holds investments in joint ventures, which are accounted for under the equity method of accounting as the Company does not exercise control over the joint ventures. The Company’s share of earnings from the joint ventures was $14, $5, $6, and $8, during the years ended December 31, 2020 (Successor) and 2019 (Successor), the period from January 1, 2019 through September 30, 2019 (Predecessor), and the year ended December 31, 2018 (Predecessor), respectively. The earnings are recorded within investment income and other, net in the condensed consolidated statements of operations. The investment balances were $9 and $6 as of December 31, 2020 and 2019, respectively, and are recorded within other assets in the consolidated balance sheets. |
Definite-lived intangibles | Definite-lived intangibles: Intangibles consist of trade names and trademarks, customer relationships and backlog intangibles. The trade names and customer relationships are amortized over their estimated useful lives, which range from 2 to 15 years. Backlog intangibles are amortized over a period of 15 to 36 months. |
Valuation of Assets Held for Sale | Valuation of assets held for sale: As of December 31, 2019, the Company had two businesses which constituted disposal groups classified as held for sale. Upon designation as held for sale, the Company ceased recording depreciation on those disposal groups and assessed each for impairment by comparing the fair value of the disposal groups to their carrying values. The fair value of the disposal groups is estimated using a market multiple approach or negotiated sales values, where applicable. The Company uses various assumptions to estimate fair value under the market multiple approach, including estimating the market multiples expected from the eventual sale of the disposal groups based on information obtained as a result of its marketing process . See Note 5 – “Divestitures and Held for Sale”. |
Insurance Liabilities | Insurance liabilities: Accrued and other noncurrent liabilities include management’s best estimates of amounts expected to be incurred for health insurance claims, workers’ compensation, general liability and automobile liability losses. The estimates are based on claim reports provided by the insurance carrier, management’s best estimates, and the maximum premium for a policy period. The amounts the Company will ultimately incur could differ in the near-term from the estimated amounts accrued. At December 31, 2020 and 2019, the Company had accrued $59 and $53, respectively, relating to workers’ compensation, general and automobile claims, with $37 and $33, respectively, included in other noncurrent liabilities . The Company recorded a receivable from the insurance carriers of $7 at both December 31, 2020 and 2019, to offset the liabilities due above the Company’s deductible, which, under contract, are payable by the insurance carrier. The Company has outstanding letters of credit as collateral totaling approximately $70 and $65 at December 31, 2020 and 2019, respectively. The Company had $4 accrued within accrued salaries and wages relating to outstanding health insurance claims at both December 31, 2020 and 2019. |
Share-based compensation | Share-based compensation: The Company recognizes share-based compensation over the requisite service period of the awards (usually the vesting period) based on the grant date fair value of awards. An offsetting increase to shareholders’ equity will be recorded equal to the amount of the compensation expense charge. For stock option grants with performance-based milestones, the expense is recorded over the service period after the achievement of the milestone is probable or the performance condition is achieved. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model on the date of grant. Grants of restricted stock units are valued based on the closing market share price of the Company’s stock on the date of grant. |
Shareholders’ Equity | Shareholders’ Equity: On April 28, 2020, the Company changed its jurisdiction of incorporation from the British Virgin Islands to the State of Delaware (“the Domestication”). The business, and assets and liabilities of the Company and its subsidiaries were the same immediately after the Domestication as they were immediately prior to the Domestication. As a result of the Domestication, ordinary shares and Preferred Shares were converted to shares of Common Stock and Series A Preferred Stock, respectively. Each holder of a warrant, option or restricted stock unit became a holder of a warrant, option or restricted stock unit of the domesticated Company. The number of shares outstanding did not change as a result of the Domestication, and the proportional equity interest of each shareholder remained the same. Shares referred to as ordinary shares and Preferred Shares prior to the Domestication are referred to as common shares and Series A Preferred Shares (“Preferred Shares”) throughout these Financial Statements. As of December 31, 2019, the Company had two classes of stock outstanding: ordinary shares, which equate to common shares under U.S. GAAP, and Preferred Shares which equate to preferred shares under U.S. GAAP. The Preferred Shares were issued at $10.00 per share to Mariposa Acquisition IV, LLC (“Mariposa”), an entity controlled by the co-chairperson of the Company’s Board of Directors. The Preferred Shareholders are entitled to receive an annual dividend. The potential value of the Preferred Shares dividend was determined to be equity classified in accordance with ASC 718, Compensation – Stock Compensation. See Note |
Warrants | Warrants: The Company issued warrants in 2017 that were determined to be equity classified in accordance with ASC 815, Derivatives and Hedging ( See Note 17 – “Shareholders’ Equity”). The fair value of the warrants was recorded as additional paid-in capital on the issuance date. |
Earnings per share | Earnings Per Share: Basic earnings per common share excludes dilution and is computed by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the period. The Company has determined that its Preferred Shares are participating securities as the Preferred Shares participate in dividends with common shares according to a predetermined formula that is greater than one for one. Accordingly, the Company used the two-class method of computing basic and diluted earnings per share for common shares according to participation rights of the Preferred Shares. Under this method, net income applicable to holders of common shares first reduced by the amount of dividends declared on Preferred Shares in the current period with remaining undistributed earnings allocated on a pro rata basis to the holders of common and Preferred Shares to the extent that each class may share income for the period; whereas undistributed net loss is allocated to common shares because Preferred Shares are not contractually obligated to share the loss. |
Revenue recognition and contract costs | Revenue recognition and contract costs : Refer to Note 6 – “Revenue”, for further discussion on the Company’s revenue recognitions policies. |
Income taxes and distributions | Income taxes and distributions: Historically, APi Group has elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code for federal tax purposes. As a result, APi Group’s income was not subject to U.S. federal income taxes or state income taxes in those states where the “S” Corporation status is recognized. In Predecessor periods, no provision or liability for federal or state income tax has been provided in its consolidated financial statements except for those taxing jurisdictions where the “S” Corporation status is not recognized. In connection with the APi Acquisition, APi Group’s “S” Corporation status was terminated and APG is now treated as a “C” Corporation under Subchapter C of the Internal Revenue Code and is part of the consolidated tax group of the Company. The termination of the “S” Corporation election has had a material impact on the Company’s results of operations, financial condition, and cash flows as reflected in the December 31, 2020 consolidated financial statements. The effective tax rate has increased, and net income has decreased as compared to the Company’s “S” Corporation tax years, since the Company is now subject to U.S. federal and state corporate income taxes in addition to foreign corporate income taxes on its earnings. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more-likely-than-not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties relating to unrecognized tax benefits and penalties in income tax expense. |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Summary of Preliminary Fair Value of Consideration Transferred and the Preliminary Estimated Fair Values of the Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: Cash paid at closing $ 329 Deferred consideration 5 Total consideration $ 334 Cash $ 10 Other current assets 74 Property and equipment 12 Customer relationships 71 Trade names and trademarks 15 Contractual backlog 1 Goodwill 225 Other noncurrent assets 14 Current liabilities (54 ) Noncurrent liabilities (34 ) Net assets acquired $ 334 The following table summarizes the final fair value of consideration transferred and the final fair values of the assets acquired and liabilities assumed at the date of the APi Acquisition: Cash paid at closing $ 2,703 Deferred consideration 137 Share consideration—28,373,000 APG common shares 291 Total consideration $ 3,131 Cash $ 138 Current assets 1,302 Property and equipment 408 Assets held for sale 14 Intangible assets 1,110 Goodwill 1,047 Other noncurrent assets 181 Current liabilities (851 ) Noncurrent liabilities (218 ) Net assets acquired $ 3,131 |
Summary of Preliminary Fair Value of the Identifiable Intangible Assets | The following table summarizes the fair value of the identifiable intangible assets at the date of the APi Acquisition: Contractual backlog $ 99 Customer relationships 752 Tradenames and trademarks 259 Total intangibles $ 1,110 |
Summary of Pro Forma Consolidated Financial Information Reflects the Results of Operations | These amounts are based on financial information of APi Group and are not necessarily indicative of what the Company’s operating results would have been had the acquisition and related financing taken place on January 1, 2018. 2019 (Successor) 2018 (Predecessor) Net revenues $ 4,092 $ 3,728 Net loss (203 ) (109 ) |
Divestitures and Held for Sale
Divestitures and Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment Assets Held For Sale Disclosure [Abstract] | |
Summary of Long Lived Assets Held-for-sale | The following table presents information related to the major classes of assets that were classified as assets held for sale in the consolidated balance sheets: December 31, 2020 (Successor) December 31, 2019 (Successor) Property and equipment, net $ — $ 9 Goodwill (1) — 1 Intangible assets, net — 10 Total assets held for sale $ — $ 20 (1) During the year ended December 31, 2020, the Company recorded a $4 goodwill impairment charge related to recording the carrying value of a business held for sale at its estimated selling price less costs to sell. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenues [Abstract] | |
Summary of Disaggregated Revenue | The Company disaggregates its revenue from contracts with customers primarily by segment, service type, and country, as the nature, timing and uncertainty of cash flows are relatively consistent within each of these categories. Disaggregated revenue information is as follows: Year Ended December 31, 2020 (Successor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated Life Safety $ 1,317 $ — $ — $ — $ 1,317 Mechanical 322 — — — 322 Infrastructure/Utility — 809 — — 809 Fabrication — 179 — — 179 Specialty Contracting — 413 — — 413 Transmission — — 409 — 409 Civil — — 67 — 67 Inspection — — 87 — 87 Corporate and Eliminations — — — (16 ) (16 ) Net revenues $ 1,639 $ 1,401 $ 563 $ (16 ) $ 3,587 Year Ended December 31, 2019 (Successor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated Life Safety $ 340 $ — $ — $ — $ 340 Mechanical 95 — — — 95 Infrastructure/Utility — 225 — — 225 Fabrication — 38 — — 38 Specialty Contracting — 123 — — 123 Transmission — — 100 — 100 Civil — — 21 — 21 Inspection — — 46 — 46 Corporate and Eliminations — — — (3 ) (3 ) Net revenues $ 435 $ 386 $ 167 $ (3 ) $ 985 Period from January 1, 2019 Through September 30, 2019 (Predecessor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated Life Safety $ 1,038 $ — $ — $ — $ 1,038 Mechanical 304 — — — 304 Infrastructure/Utility — 645 — — 645 Fabrication — 114 — — 114 Specialty Contracting — 348 — — 348 Transmission — — 443 — 443 Civil — — 45 — 45 Inspection — — 182 — 182 Corporate and Eliminations — — — (12 ) (12 ) Net revenues $ 1,342 $ 1,107 $ 670 $ (12 ) $ 3,107 Year Ended December 31, 2018 (Predecessor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated Life Safety $ 1,322 $ — $ — $ — $ 1,322 Mechanical 383 — — — 383 Infrastructure/Utility — 733 — — 733 Fabrication — 142 — — 142 Specialty Contracting — 484 — — 484 Transmission — — 455 — 455 Civil — — 68 — 68 Inspection — — 200 — 200 Corporate and Eliminations — — — (59 ) (59 ) Net revenues $ 1,705 $ 1,359 $ 723 $ (59 ) $ 3,728 Year Ended December 31, 2020 (Successor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated United States $ 1,435 $ 1,401 $ 527 $ (16 ) $ 3,347 Canada and Europe 204 — 36 — 240 Net revenues $ 1,639 $ 1,401 $ 563 $ (16 ) $ 3,587 Year Ended December 31, 2019 (Successor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated United States $ 385 $ 386 $ 153 $ (3 ) $ 921 Canada and Europe 50 — 14 — 64 Net revenues $ 435 $ 386 $ 167 $ (3 ) $ 985 Period from January 1, 2019 Through September 30, 2019 (Predecessor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated United States $ 1,185 $ 1,107 $ 603 $ (12 ) $ 2,883 Canada and Europe 157 — 67 — 224 Net revenues $ 1,342 $ 1,107 $ 670 $ (12 ) $ 3,107 Year Ended December 31, 2018 (Predecessor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated United States $ 1,505 $ 1,359 $ 654 $ (59 ) $ 3,459 Canada and Europe 200 — 69 — 269 Net revenues $ 1,705 $ 1,359 $ 723 $ (59 ) $ 3,728 |
Summary of Accounts Receivable, Net of Allowances, Contract Assets and Contract Liabilities from Contracts with Customer | The opening and closing balances of accounts receivable, net of allowances, contract assets and contract liabilities from contracts with customers for the years ended December 31, 2020 and 2019 are as follows: Accounts receivable, net of allowances Contract Assets Contract Liabilities Balance at December 31, 2018 (Predecessor) $ 765 $ 240 $ 203 Balance at December 31, 2019 (Successor) 730 245 193 Balance at December 31, 2020 (Successor) 639 142 219 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes In Carrying Amounts of Goodwill By Reportable Segments | Goodwill: The changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2020 and 2019 (Successor), the period from January 1, 2019 through September 30, 2019 (Predecessor), and the year ended December 31, 2018 (Predecessor), are as follows: Safety Services Specialty Services Industrial Services Total Goodwill Goodwill as of December 31, 2018 (Predecessor) $ 170 $ 125 $ 25 $ 320 Acquisitions — 4 — 4 Impairments (1) — (12 ) — (12 ) Goodwill as of September 30, 2019 (Predecessor) $ 170 $ 117 $ 25 $ 312 Goodwill as of December 31, 2018 (Successor) $ — $ — $ — $ — Acquisitions (2) 639 290 52 981 Transfers and other (3) — — (1 ) (1 ) Goodwill as of December 31, 2019 (Successor) 639 290 51 980 Acquisitions 223 2 — 225 Impairments (4) (83 ) (52 ) (58 ) (193 ) Measurement period adjustments and other (5) 127 (68 ) 11 70 Goodwill as of December 31, 2020 (Successor) $ 906 $ 172 $ 4 $ 1,082 (1) Impairment charge was recorded as a result of an impairment indicator identified by the Company (Predecessor). The impairment charge of $12 was recorded in the Specialty Services segment within the Infrastructure/Utility reporting unit. (2) Amounts primarily represent goodwill attributable to the APi Acquisition. (3) Represents amounts reclassified to assets held for sale (See Note 5 – “Divestitures and Held for Sale”). (4) During the first quarter of 2020, the Company concluded that a triggering event had occurred for all of its reporting units (see Note 2 – “Basis of Presentation and Significant Accounting Policies”). Pursuant to the authoritative literature, the Company performed an impairment test and recorded an impairment charge of $193 to reflect the impairment of its goodwill. The impairment charge of $83 recorded within the Safety Services segment was recorded within the Life Safety and Mechanical reporting unit for $57 and $26, respectively. The impairment charge of $52 recorded within the Specialty Services segment was recorded within the Infrastructure/Utility reporting unit, Fabrication reporting unit and Specialty Contracting reporting unit for $30, $1 and $21, respectively. The impairment charge of $58 recorded within the Industrial Services segment was recorded within the Transmission reporting unit and Civil reporting unit for $57 and $1, respectively. (5) Measurement period adjustments related to the APi Acquisition in 2019, for which the purchase price allocation was finalized during the third quarter of 2020 (see Note 4 – “Business Combinations”). Other includes fluctuations due to foreign currency translation adjustments. |
Summary of Identifiable Intangible Assets | Intangibles: The Company has the following identifiable intangible assets as of December 31, 2020 and 2019: December 31, 2020 Weighted-Average Remaining Useful Lives in Years Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortized intangibles: Backlog intangibles 1.6 $ 101 $ (92 ) $ 9 Customer relationships 7.0 823 (119 ) 704 Trade names and trademarks 13.8 274 (22 ) 252 Total $ 1,198 $ (233 ) $ 965 December 31, 2019 Weighted-Average Remaining Useful Lives in Years Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortized intangibles: Backlog intangibles 1.0 $ 112 $ (22 ) $ 90 Customer relationships 7.8 755 (24 ) 731 Trade names and trademarks 14.8 305 (5 ) 300 Total $ 1,172 $ (51 ) $ 1,121 |
Schedule of Aggregate Amortization Expense of the Intangible | Approximate annual aggregate amortization expense of the intangibles for the five years subsequent to December 31, 2020, is as follows: Years ending December 31: 2021 $ 125 2022 123 2023 119 2024 119 2025 119 Thereafter 360 Total $ 965 |
Summary of Amortization Expense Recognized on Intangible Assets | Amortization expense recognized on intangibles was as follows: Year Ended December 31, Year Ended December 31, Period From January 1, 2019 Through September 30, Year Ended December 31, 2020 2019 2019 2018 (Successor) (Successor) (Predecessor) (Predecessor) Cost of revenues $ 69 $ 22 $ — $ — Selling, general, and administrative expense 113 29 26 49 Total intangible asset amortization expense $ 182 $ 51 $ 26 $ 49 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurement Assets And Liabilities Measured On Recurring Basis | The following tables summarize the fair values and levels within the fair value hierarchy in which the measurements fall, for assets and liabilities measured on a recurring basis as of December 31, 2020 and 2019: Fair Value Measurements at December 31, 2020 Assets (liabilities) Level 1 Level 2 Level 3 Total Derivatives designated as effective hedges Interest rate swaps $ — $ (35 ) $ — $ (35 ) Derivatives not designated as effective hedges Foreign currency contracts — (9 ) — (9 ) Contingent consideration obligations — — (7 ) (7 ) $ — $ (44 ) $ (7 ) $ (51 ) Fair Value Measurements at December 31, 2019 Assets (liabilities) Level 1 Level 2 Level 3 Total Derivatives $ — $ — $ — $ — Contingent consideration obligations — — (7 ) (7 ) $ — $ — $ (7 ) $ (7 ) |
Summary of Reconciliation of Fair Value of Contingent Consideration Obligations | The table below presents a reconciliation of the fair value of the Company’s contingent consideration obligations that use unobservable inputs (Level 3), as well as other information about the contingent consideration obligations: Year Ended December 31, Year Ended December 31, Period From January 1, 2019 Through September 30, Year Ended December 31, 2020 2019 2019 2018 (Successor) (Successor) (Predecessor) (Predecessor) Balances at beginning of year / period $ 7 $ — $ 13 $ 4 Acquisitions — 8 — — Issuances — — — 11 Settlements (4 ) — (3 ) (2 ) Adjustments to fair value 4 (1 ) (1 ) — Balances at end of year / period $ 7 $ 7 $ 9 $ 13 Number of open contingent consideration arrangements at the end of period 3 5 9 10 Maximum potential payout at end of period $ 7 $ 11 $ 13 $ 20 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Summary of Components of Property and Equipment | The components of property and equipment at December 31, 2020 and 2019 are as follows: Estimated Useful Lives (In Years) December 31, 2020 December 31, 2019 Land N/A $ 26 $ 19 Building 39 76 66 Machinery and equipment 2-20 217 174 Autos and trucks 5-10 92 67 Office equipment 3-7 24 66 Leasehold improvements 1-15 14 28 Total cost 449 420 Accumulated depreciation (94 ) (18 ) Property and equipment, net $ 355 $ 402 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense are as follows: Years Ended December 31, Period from January 1, 2019 through September 30, 2020 2019 2019 (Successor) (Successor) (Predecessor) Operating lease cost $ 34 $ 7 $ 26 Finance lease cost - amortization of right-of-use assets 1 — — Short-term lease cost 28 9 20 Variable lease cost 4 1 5 Total lease cost $ 67 $ 17 $ 51 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases is as follows: Years Ended December 31, Period from January 1, 2019 through September 30, 2020 2019 2019 (Successor) (Successor) (Predecessor) Cash paid for amounts included in measurement of lease liabilities: Operating cash outflows - payments on operating leases $ 33 $ 7 $ 26 Financing cash outflows - payments on finance leases 1 — 2 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 32 $ 111 $ 22 Finance leases 4 17 2 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases is as follows: Years Ended December 31, 2020 2019 Finance leases: Building and land $ 15 $ 15 Machinery and equipment 6 2 Accumulated depreciation (1 ) — Property and equipment, net $ 20 $ 17 Weighted-average remaining lease term: Operating leases 6.0 years 6.4 years Finance leases 1.7 years 2.6 years Weighted-average discount rate: Operating leases 3.5 % 3.1 % Finance leases 2.6 % 2.6 % |
Schedule of Future Undiscounted Cash Flows and Reconciliation to the Lease Liabilities | The future undiscounted cash flows for each of the next five years and thereafter and reconciliation to the lease liabilities recognized on the consolidated balance sheet as of December 31, 2020 is as follows: Operating Leases Finance Leases Total Years ending December 31: 2021 $ 31 $ 3 $ 34 2022 22 18 40 2023 17 1 18 2024 13 — 13 2025 11 — 11 Thereafter 25 — 25 Total lease payments 119 22 141 Less imputed interest 13 1 14 Total present value of lease liabilities $ 106 $ 21 $ 127 Operating and finance leases - current $ 28 $ 3 $ 31 Operating and finance leases - non-current 78 18 96 Total present value of lease liabilities $ 106 $ 21 $ 127 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Debt Obligations | Debt obligations consist of the following: Maturity Date December 31, 2020 December 31, 2019 Term Loan Facility Revolving Credit Facility October 1, 2024 $ — $ — 2019 Term Loan October 1, 2026 1,188 1,200 2020 Term Loan October 1, 2026 250 — Other Obligations 5 14 Total debt obligations 1,443 1,214 Less: unamortized deferred financing costs (28 ) (24 ) Total debt, net of deferred financing costs 1,415 1,190 Less: short-term and current portion of long-term debt (18 ) (19 ) Long-term debt $ 1,397 $ 1,171 |
Schedule of Annual Maturities, Excluding Amortization of Debt Issuance Costs | Approximate annual maturities, excluding amortization of debt issuance costs, of the Company’s financing arrangements for years subsequent to December 31, 2020, are as follows: Years Ending December 31: 2021 $ 18 2022 16 2023 15 2024 15 2025 15 Thereafter 1,364 Total $ 1,443 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Income (Loss) Before Income Taxes | For the years ended December 31, 2020 and 2019 (Successor), the period from January 1, 2019 through September 30, 2019 (Predecessor), and the year ended December 31, 2018, the components of income (loss) before income taxes are as follows: Year Ended December 31, Year Ended December 31, Period From January 1, 2019 Through September 30, Year Ended December 31, 2020 2019 2019 2018 (Successor) (Successor) (Predecessor) (Predecessor) U.S. earnings (loss) $ (180 ) $ (153 ) $ 86 $ 116 Foreign earnings (loss) (4 ) 2 7 30 Total earnings (loss) $ (184 ) $ (151 ) $ 93 $ 146 |
Summary of Income Tax Provision (Benefit) | The income tax provision (benefit) for the years ended December 31, 2020 and 2019 (Successor), the period from January 1, 2019 through September 30, 2019 (Predecessor), and the year ended December 31, 2018 (Predecessor), consisted of the following: Year Ended December 31, Year Ended December 31, Period From January 1, 2019 Through September 30, Year Ended December 31, 2020 2019 2019 2018 (Successor) (Successor) (Predecessor) (Predecessor) Current: U.S. federal $ 17 $ - $ - $ - State 19 3 2 3 Foreign 7 2 5 8 Total current tax provision (benefit) $ 43 $ 5 $ 7 $ 11 Deferred: U.S. federal $ (50 ) $ - $ - $ - State (20 ) (1 ) - - Foreign (4 ) (2 ) - (1 ) Total current tax provision (benefit) $ (74 ) $ (3 ) $ - $ (1 ) Total income tax provision (benefit) $ (31 ) $ 2 $ 7 $ 10 |
Summary of Reconciliation of Federal Statutory Income Tax Rate (Detail) | The reconciliation of the federal statutory income tax rate to the Company’s provision for income taxes is as follows: Period From January 1, 2019 Year Ended Year Ended Through Year Ended December 31, December 31, September 30, December 31, 2020 2019 2019 2018 (Successor) (Successor) (Predecessor) (Predecessor) Expected provision (benefit) at statutory federal rate $ (39 ) 21.0 % $ (32 ) 21.0 % $ 20 21.0 % $ 30 21.0 % Deferred remeasurement - 0.0 % 33 (21.5 )% - 0.0 % - 0.0 % State tax, net of federal benefit (6 ) 2.6 % 1 (0.7 )% 2 1.9 % 3 1.8 % S-corporation exclusion - 0.0 % - 0.0 % (18 ) (19.4 )% (24 ) (16.7 )% Valuation allowance 4 (1.2 )% - (0.2 )% 2 1.9 % - 0.2 % Permanent differences and other 10 (5.0 )% - 0.1 % 1 2.1 % 1 0.8 % Total provision (benefit) for income taxes $ (31 ) 17.4 % $ 2 (1.3 )% $ 7 7.5 % $ 10 7.1 % |
Summary of Components of Deferred Tax Assets And Liabilities (Detail) | The components of deferred tax assets and liabilities consisted of the following: December 31, December 31, 2020 2019 Deferred tax assets: Right of use liability $ 28 $ 31 Accrued compensation 30 7 Accrued expenses 21 - Net operating loss carryforwards 3 57 Goodwill 35 - Amortization on identified intangibles 2 - Earnout 9 - Derivative 9 - Other 6 2 Gross deferred tax assets 143 97 Valuation allowance (4 ) (3 ) Net deferred tax assets $ 139 $ 94 Deferred tax liabilities: Depreciation on fixed assets $ 53 $ 64 Goodwill - 2 Amortization on identified intangibles - 8 Right of use asset 28 31 Holdbacks 3 4 Withholding taxes on foreign earnings 10 7 Other 1 1 Deferred tax liabilities $ 95 $ 117 Net deferred tax assets (liabilities) $ 44 $ (23 ) |
Summary of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year Ended December 31, Year Ended December 31, Period From January 1, 2019 Through September 30, Year Ended December 31, 2020 2019 2019 2018 (Successor) (Successor) (Predecessor) (Predecessor) Gross unrecognized tax benefits as of the beginning of the period $ 4 $ - $ 4 $ 4 Additions for tax positions taken in a prior period (including acquired uncertain tax positions) - 4 - - Reductions for tax positions taken in a prior period (including acquired uncertain tax positions) (1 ) - - - Foreign currency translation adjustments - - - - Gross unrecognized tax benefits as of the end of the period $ 3 $ 4 $ 4 $ 4 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Schedule of Participation in MEPPs | The Company’s participation in MEPPs for the year ended December 31, 2020, is outlined in the table below. Contributions PPA Zone Status (1) FIP/RP (In millions) December 31 Status More Expiration Plan (Successor) (Predecessor) Pending/ (Successor) (Predecessor) Than Surcharge Date of Pension Fund EIN/PN Year-End 2020 2019 2018 Implement 2020* 2019* 2019* 2018* 5% (2) Imposed CBA National Automatic Sprinkler Industry Pension Fund 52-6054620-001 12/31/2019 Red Red Red Yes $ 25 $ 7 $ 20 $ 23 No No 3/31/2021 (3) National Electrical Benefit Fund 53-0181657-001 12/31/2019 Green Green Green No 7 2 6 2 No No 3/31/2022 Twin City Pipe Trades Pension Plan 41-6131800-001 4/30/2020 Green Green Green No 6 2 6 7 Yes No 4/30/2022 Heavy And General Laborers Local Unions 472 And 172 Of New Jersey Pension Fund 22-6032103-001 3/31/2020 Green Green Green No 6 2 5 6 Yes No 2/28/2021 Boilermaker-Blacksmith National Pension Trust 48-6168020-001 12/31/2019 Yellow Yellow Yellow Yes 5 1 5 8 No No 6/30/2023 Sheet Metal Workers' Local 10 Pension Fund 41-1562581-001 12/31/2019 Green Green Green No 2 1 5 5 Yes No 5/31/2022 Sheet Metal Workers' National Pension Fund 52-6112463-001 12/31/2019 Yellow Yellow Yellow Yes 5 1 3 3 No No 5/31/2023 Plumbers And Pipefitters National Pension Fd 52-6152779-001 6/30/2019 Yellow Yellow Yellow Yes 3 1 3 3 No No 4/30/2023 Building Trades United Pension Trust Fund Milwaukee And Vicinity 51-6049409-001 5/31/2020 Green Green Green No 3 1 2 4 No No 5/31/2023 Central Pension Fund Of The IUOE & Participating Employers 36-6052390-001 1/31/2020 Green Green Green No 3 1 2 4 No No 5/31/2023 Total other 20 5 14 18 Total $ 85 $ 24 $ 71 $ 83 (1) The zone status represents the most recent available information for the respective MEPP, which may be 2019 or earlier for the 2020 year and 2018 or earlier for the 2019 year. (2) This information was obtained from the respective plan’s Form 5500 (Forms) for the most current available filing. These dates may not correspond with the Company’s fiscal year contributions. The above-noted percentages of contributions are based upon disclosures contained in the plans’ Forms. Those Forms, among other things, disclose the names of individual participating employers whose annual contributions account for more than 5% of the aggregate annual amount contributed by all participating employers for a plan year. Accordingly, if the annual contribution of two or more of the Company’s subsidiaries each accounted for less than 5% of such contributions, but in the aggregate accounted for in excess of 5% of such contributions, that greater percentage is not available and accordingly is not disclosed. (3) Subsequent to year-end, negotiations were concluded and a new plan was ratified that extends through March 31, 2025. * 2020 and 2019 Successor periods represent the years ended December 31, 2020 and 2019. Predecessor periods represent the period from January 1, 2019 through September 30, 2019 and the year ended December 31, 2018. |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Assumptions Used in Calculating the Issuance Date Fair Value | Following are the assumptions used in calculating the issuance date fair value: Vesting period Immediate Assumed price upon Acquisition US $10.00 Probability of winding-up 16.70 % Probability of Acquisition 83.30 % Time to Acquisition 1.5 years Volatility (post-Acquisition) 35.10 % Risk free interest rate 2.33 % |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Changes in Number of Common Shares Underlying Options | The following table summarizes the changes in the number of common shares underlying options for 2020 (shares in whole numbers and per share values in whole dollars): (Successor) Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Weighted-Average Intrinsic Value Outstanding at December 31, 2019 162,500 $ 11.50 Granted — — Exercised — — Forfeited — — Outstanding at December 31, 2020 162,500 $ 11.50 3.8 $ 1 Exercisable at December 31, 2020 162,500 $ 11.50 3.8 $ 1 |
Summary of Changes in Number of Outstanding RSUs | The following table summarizes the changes in the number of outstanding RSUs for 2020 (shares in whole numbers and per share values in whole dollars): (Successor) Restricted Stock Units Weighted-Average Grant Date Fair Value Per Share Weighted-Average Remaining Contractual Term Outstanding at January 1, 2019 — $ — — Granted 929,266 10.25 Outstanding at December 31, 2019 929,266 $ 10.25 2.6 Granted 553,442 11.12 Vested (349,756 ) - Forfeited (24,390 ) 10.85 Outstanding at December 31, 2020 1,108,562 $ 10.67 1.8 Expected to vest at December 31, 2020 1,108,562 $ 10.67 1.8 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Computation Earnings (Loss) Per Common Share Using Two Class Method | The following table sets forth the computation of earnings (loss) per common share using the two-class method. The dilutive effect of outstanding Preferred Shares and the Preferred Share dividend is reflected in diluted EPS using the if-converted method and warrants, options, and RSUs are reflected using the treasury stock method. For periods of net loss, basic and diluted EPS are the same, as the assumed exercise of Preferred Shares, RSUs, warrants and stock options are anti-dilutive. (See Note 2 – “Significant Accounting Policies”) (amounts in millions, except share and per share amounts): For the Years Ended December 31, 2020 2019 Net loss attributable to common shareholders $ (375 ) $ (153 ) Basic and diluted weighted average shares outstanding (1) 169,482,340 133,117,000 Loss per share attributable to common shareholders: Loss per common share - basic and diluted $ (2.21 ) $ (1.15 ) (1) For the year ended December 31, 2020, excludes the following items as the effect would be anti-dilutive: 162,500 stock options to purchase the same number of common shares, 63,774,398 warrants exercisable to purchase common shares on a 3:1 basis (21,258,133 ordinary share equivalents), 1,108,562 RSUs, 4,000,000 Preferred Shares convertible to the same number of common shares and 12,447,912 common share equivalents which represent the dividend that the Preferred Shares are entitled to receive, based on the volume weighted-average price during the last ten trading days of the calendar year. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Summary of Reconciliation Operating Income to EBITDA | Summarized financial information for the Company’s reportable segments are presented and reconciled to consolidated financial information in the following tables, including a reconciliation of consolidated operating income to EBITDA. The tables below may contain slight summation differences due to rounding: For the Year Ended December 31, 2020 (Successor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated Net revenues $ 1,639 $ 1,401 $ 563 $ (16 ) $ 3,587 EBITDA Reconciliation Operating income (loss) $ 8 $ (22 ) $ (34 ) $ (118 ) $ (166 ) Plus: Investment income and other, net 13 16 1 4 34 Depreciation 6 46 25 4 81 Amortization 113 55 10 4 182 EBITDA $ 140 $ 95 $ 2 $ (106 ) $ 131 Total assets $ 2,134 $ 996 $ 274 $ 661 $ 4,065 Capital expenditures 2 24 10 2 38 For the Year Ended December 31, 2019 (Successor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated Net revenues $ 435 $ 386 $ 167 $ (3 ) $ 985 EBITDA Reconciliation Operating income (loss) $ 34 $ 19 $ (5 ) $ (209 ) $ (161 ) Plus: Investment income and other, net — 5 — 20 25 Depreciation 2 8 5 3 18 Amortization 23 18 9 1 51 EBITDA $ 59 $ 50 $ 9 $ (185 ) $ (67 ) Total assets $ 1,770 $ 1,305 $ 568 $ 368 $ 4,011 Capital expenditures 1 4 6 — 11 For the Period from January 1, 2019 through September 30, 2019 (Predecessor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated Net revenues $ 1,342 $ 1,107 $ 670 $ (12 ) $ 3,107 EBITDA Reconciliation Operating income (loss) $ 161 $ 60 $ — $ (119 ) $ 102 Plus: Investment income and other, net 1 7 1 2 11 Depreciation 4 28 14 6 52 Amortization 4 16 6 — 26 EBITDA $ 170 $ 111 $ 21 $ (111 ) $ 191 Total assets $ 812 $ 882 $ 394 $ 227 $ 2,315 Capital expenditures 4 27 21 1 53 For the Year Ended December 31, 2018 (Predecessor) Safety Services Specialty Services Industrial Services Corporate and Eliminations Consolidated Net revenues $ 1,705 $ 1,359 $ 723 $ (59 ) $ 3,728 EBITDA Reconciliation Operating income (loss) $ 178 $ 57 $ 13 $ (86 ) $ 162 Plus: Investment income and other, net 1 5 — — 6 Depreciation 6 34 16 4 60 Amortization 12 29 8 — 49 EBITDA $ 197 $ 125 $ 37 $ (82 ) $ 277 Capital expenditures 9 41 23 1 74 |
Nature of Business - Additional
Nature of Business - Additional Information (Detail) | Dec. 31, 2020Location |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of locations | 200 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Detail) | Oct. 01, 2019 | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($)Business$ / shares | Dec. 31, 2018USD ($) |
Assumed combined federal, state, local and foreign effective income tax rate | 28.70% | |||||
Foreign currency transaction gains (losses) | $ 12,000,000 | |||||
Foreign currency translation (gains) losses | $ (3,000,000) | $ (9,000,000) | $ (3,000,000) | $ 11,000,000 | ||
Lease, practical expedients for less than 1 year initial term | true | |||||
Number of reportable segments | Segment | 3 | |||||
Change in goodwill allocation, description | The components are aligned to one of the Company’s three reportable segments, Safety Services, Specialty Services, or Industrial Services. Goodwill is required to be evaluated for impairment at the reporting unit level, which represents the operating segment level or one level below the operating segment level for which discrete financial information is available.Management identifies its reporting units by assessing whether components have discrete financial information available, engage in business activities, and have a segment manager regularly review the component’s operating results. If two or more components are deemed economically similar, those components are aggregated into one reporting unit when performing the annual goodwill impairment test. | |||||
Impairment of goodwill | 12,000,000 | $ 197,000,000 | ||||
Impairment charge to goodwill at business with ongoing operations | $ 193,000,000 | 12,000,000 | 193,000,000 | |||
Impairment charge to goodwill at business divested prior to current period | 4,000,000 | |||||
Impairment of long-lived assets | 0 | |||||
Earnings | 86,000,000 | (153,000,000) | $ (153,000,000) | 136,000,000 | ||
Number of businesses divestiture | Business | 2 | |||||
Accrued liabilities for workers' compensation, general and automobile claims | 59,000,000 | $ 53,000,000 | ||||
Receivable from Insurance carriers | 7,000,000 | 7,000,000 | ||||
Accrued liabilities for health insurance claims | 4,000,000 | $ 4,000,000 | ||||
Preferred Stock [Member] | ||||||
Share price | $ / shares | $ 10 | |||||
Letters of Credit [Member] | ||||||
Outstanding letters of credit | $ 70,000,000 | $ 65,000,000 | ||||
Customer Relationships [Member] | ||||||
Intangible assets, estimated useful lives | 8 years | |||||
Customer Relationships [Member] | Minimum [Member] | ||||||
Intangible assets, estimated useful lives | 2 years | |||||
Customer Relationships [Member] | Maximum [Member] | ||||||
Intangible assets, estimated useful lives | 15 years | |||||
Tradenames and Trademarks [Member] | ||||||
Intangible assets, estimated useful lives | 15 years | |||||
Tradenames and Trademarks [Member] | Minimum [Member] | ||||||
Intangible assets, estimated useful lives | 2 years | |||||
Tradenames and Trademarks [Member] | Maximum [Member] | ||||||
Intangible assets, estimated useful lives | 15 years | |||||
Backlog Intangibles [Member] | Minimum [Member] | ||||||
Intangible assets, estimated useful lives | 15 months | 15 months | ||||
Backlog Intangibles [Member] | Maximum [Member] | ||||||
Intangible assets, estimated useful lives | 36 months | 36 months | ||||
Other Noncurrent Liabilities [Member] | ||||||
Accrued liabilities for workers' compensation, general and automobile claims | $ 37,000,000 | 33,000,000 | ||||
Joint Ventures [Member] | Other Assets [Member] | ||||||
Investment balance | 9,000,000 | 6,000,000 | ||||
Joint Ventures [Member] | Investment Income and Other, Net [Member] | ||||||
Earnings | $ 6,000,000 | $ 14,000,000 | $ 5,000,000 | $ 8,000,000 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Operating lease right of use assets | $ 107 | $ 105 | |
Operating lease liabilities | $ 106 | ||
ASU 2018-17 [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2018 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
Change in accounting principle, accounting standards update, early adoption | true | ||
ASU 2018-15 [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2018 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
Change in accounting principle, accounting standards update, early adoption | true | ||
ASU 2018-13 [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
ASU 2016-13 [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
ASU 2016-02 [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2019 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
Operating lease right of use assets | 105 | $ 86 | |
Operating lease liabilities | $ 104 | $ 86 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) $ in Millions | Oct. 02, 2019 | Oct. 01, 2019USD ($)Locationshares | Aug. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2020USD ($)Locationshares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Cash payment | $ 6 | $ 319 | $ 2,565 | $ 234 | |||
Business combination deferred consideration | $ 137 | ||||||
Net revenues | 4,092 | $ 3,728 | |||||
Number of locations | Location | 200 | ||||||
Business combination cash payment | $ 2,565 | ||||||
Business combination share consideration of common shares | shares | 28,373,000 | ||||||
Business combination share consideration value | $ 291 | ||||||
Proceeds from warrant exercises | $ 207 | ||||||
Contingent consideration and compensation liabilities | $ 41 | 49 | |||||
Customer Relationships [Member] | |||||||
Intangible assets, estimated useful lives | 8 years | ||||||
Tradenames and Trademarks [Member] | |||||||
Intangible assets, estimated useful lives | 15 years | ||||||
Safety Services [Member] | |||||||
Provisional goodwill | 756 | ||||||
Specialty Services [Member] | |||||||
Provisional goodwill | 222 | ||||||
Industrial Services [Member] | |||||||
Provisional goodwill | $ 69 | ||||||
Purchase Agreements [Member] | |||||||
Business combinations description | The deferred purchase price consideration is an estimate of future payments to be made to the Sellers pursuant to the terms of the Purchase Agreement upon final determination of certain income tax related matters. Prior to the APi Acquisition, APi Group was structured for United States (“US”) income tax purposes as a “flow through entity”. Pursuant to the terms of the Purchase Agreement, the Company agreed to pay to the Sellers the following amounts: i) up to $130 related to an Internal Revenue Code (“IRC”) Section 338(h)(10) election made by the Sellers; ii) up to $23 for IRC Section 965 taxes incurred by the Sellers and; iii) an amount sufficient to cover the Sellers’ state and federal tax liabilities for 2019. These deferred payments are expected to be paid to the Sellers over the course of approximately 18 months from the APi Acquisition date. A final determination of the amounts of deferred purchase consideration due to the Sellers will not be determined until such time that the Company files its amended 2019 tax return. As of December 31, 2020, $43 has been paid related to the IRC Section 338(h)(10) election, $23 has been paid for the IRC Section 965 taxes incurred by the Sellers and an additional $10 has been paid to cover Sellers’ state and federal tax liabilities for 2019. No further payments are expected to be made related to the IRC Section 965 or the Sellers’ state and federal tax liabilities for 2019. The Company expects to file its final 2019 tax returns no later than the fourth quarter of 2020. The fair value of the deferred purchase consideration is based on management’s estimated amounts and timing of future payments, discounted utilizing rates ranging from 2.6% to 2.8% to reflect market participant assumptions. | ||||||
Deferred payments period | 18 months | ||||||
Purchase Agreements [Member] | State and Federal Tax Liabilities for 2019 [Member] | |||||||
Deferred additional purchase consideration payments to sellers | $ 10 | ||||||
Term Loan Facility [Member] | Term Loan [Member] | |||||||
Line of credit | $ 1,200 | ||||||
2020 Acquisitions [Member] | |||||||
Cash payment | 319 | ||||||
Purchase price consideration transferred | 324 | ||||||
Business combination deferred consideration | 5 | ||||||
Goodwill, expected tax deduction | 19 | ||||||
Net revenues | 46 | ||||||
Operating loss | (3) | ||||||
Business acquisition, transaction costs | 4 | ||||||
2019 APi Acquisition [Member] | |||||||
Purchase price consideration transferred | $ 2,993 | ||||||
Goodwill, expected tax deduction | 1,040 | ||||||
Number of locations | Location | 200 | ||||||
Contingent compensation | $ 27 | 39 | 30 | ||||
Maximum payout of contingent compensation | 85 | 99 | |||||
Payout of accrued contingent compensation | 39 | $ 30 | |||||
Assets held-for-sale, fair value | 14 | ||||||
2019 APi Acquisition [Member] | Other Noncurrent Liabilities [Member] | |||||||
Contingent consideration and compensation liabilities | 8 | ||||||
2019 APi Acquisition [Member] | Cash [Member] | |||||||
Escrow deposit | 2 | $ 2 | |||||
2019 APi Acquisition [Member] | Equity Securities [Member] | |||||||
Escrow deposit | $ 18 | ||||||
Escrow shares deposit | shares | (1,746,342) | ||||||
Escrow shares deposit disbursement | shares | 608,016 | ||||||
2019 APi Acquisition [Member] | Settled Litigation [Member] | |||||||
Agreed settlement, amount | $ 20 | ||||||
Minimum [Member] | Contractual Backlog [Member] | |||||||
Intangible assets, estimated useful lives | 15 months | 15 months | |||||
Minimum [Member] | Customer Relationships [Member] | |||||||
Intangible assets, estimated useful lives | 2 years | ||||||
Minimum [Member] | Tradenames and Trademarks [Member] | |||||||
Intangible assets, estimated useful lives | 2 years | ||||||
Minimum [Member] | Purchase Agreements [Member] | |||||||
Fair value of deferred purchase consideration rate | 2.60% | ||||||
Minimum [Member] | 2020 Acquisitions [Member] | |||||||
Business combination deferred consideration paid out period | 1 year | ||||||
Minimum [Member] | 2019 APi Acquisition [Member] | |||||||
Discount rate applied on projected cash flows | 14.00% | ||||||
Non-cancellable customer contracts maturity period | 15 months | ||||||
Contingent compensation arrangements recognized period | 3 years | ||||||
Contingent compensation arrangements payment period | 3 years | ||||||
Maximum [Member] | Contractual Backlog [Member] | |||||||
Intangible assets, estimated useful lives | 36 months | 36 months | |||||
Maximum [Member] | Customer Relationships [Member] | |||||||
Intangible assets, estimated useful lives | 15 years | ||||||
Maximum [Member] | Tradenames and Trademarks [Member] | |||||||
Intangible assets, estimated useful lives | 15 years | ||||||
Maximum [Member] | Purchase Agreements [Member] | |||||||
Fair value of deferred purchase consideration rate | 2.80% | ||||||
Maximum [Member] | Purchase Agreements [Member] | IRC Section 338(h)(10) [Member] | |||||||
Deferred purchase consideration payments to sellers | $ 130 | $ 43 | |||||
Maximum [Member] | Purchase Agreements [Member] | IRC Section 965 [Member] | |||||||
Deferred purchase consideration payments to sellers | $ 23 | $ 23 | |||||
Maximum [Member] | 2020 Acquisitions [Member] | |||||||
Business combination deferred consideration paid out period | 2 years | ||||||
Maximum [Member] | 2019 APi Acquisition [Member] | |||||||
Discount rate applied on projected cash flows | 19.00% | ||||||
Non-cancellable customer contracts maturity period | 36 months | ||||||
Ownership interest | 36.00% | ||||||
Contingent compensation arrangements recognized period | 5 years | ||||||
Contingent compensation arrangements payment period | 5 years | ||||||
Maximum [Member] | 2019 APi Acquisition [Member] | Employee Stock Ownership Plan ESOP [Member] | |||||||
Indemnity escrow deposit | $ 18 | ||||||
Maximum [Member] | 2019 APi Acquisition [Member] | Other Noncurrent Liabilities [Member] | |||||||
Indemnity escrow deposit | $ 45 |
Business Combinations - Summary
Business Combinations - Summary of Preliminary Fair Value of Consideration of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Millions | Oct. 01, 2019 | Dec. 31, 2020 |
2020 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Cash paid at closing | $ 329 | |
Deferred consideration | 5 | |
Total consideration | 334 | |
Cash | 10 | |
Other current assets | 74 | |
Property and equipment | 12 | |
Goodwill | 225 | |
Other noncurrent assets | 14 | |
Current liabilities | (54) | |
Noncurrent liabilities | (34) | |
Net assets acquired | 334 | |
2020 Acquisitions [Member] | Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets other then goodwill | 71 | |
2020 Acquisitions [Member] | Tradenames and Trademarks [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets other then goodwill | 15 | |
2020 Acquisitions [Member] | Contractual Backlog [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets other then goodwill | $ 1 | |
2019 APi Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Cash paid at closing | $ 2,703 | |
Deferred consideration | 137 | |
Share consideration—28,373,000 APG common shares | 291 | |
Total consideration | 3,131 | |
Cash | 138 | |
Current assets | 1,302 | |
Property and equipment | 408 | |
Assets held for sale | 14 | |
Intangible assets | 1,110 | |
Goodwill | 1,047 | |
Other noncurrent assets | 181 | |
Current liabilities | (851) | |
Noncurrent liabilities | (218) | |
Net assets acquired | $ 3,131 |
Business Combinations - Summa_2
Business Combinations - Summary of Preliminary Fair Value of Consideration of Assets Acquired and Liabilities Assumed (Parenthetical) (Detail) | Oct. 01, 2019shares |
2019 APi Acquisition [Member] | |
Business Acquisition [Line Items] | |
Business combination share consideration of ordinary shares | 28,373,000 |
Business Combinations - Summa_3
Business Combinations - Summary of Fair Value of Identifiable Intangible Assets (Detail) - 2019 APi Acquisition [Member] $ in Millions | Oct. 01, 2019USD ($) |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Total intangibles | $ 1,110 |
Contractual Backlog [Member] | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Total intangibles | 99 |
Customer Relationships [Member] | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Total intangibles | 752 |
Tradenames and Trademarks [Member] | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Total intangibles | $ 259 |
Business Combinations - Summa_4
Business Combinations - Summary of Company's Operating Results of Acquisition and Related Finance (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | ||
Net revenues | $ 4,092 | $ 3,728 |
Net loss | $ (203) | $ (109) |
Divestitures and Held for Sal_2
Divestitures and Held for Sale - Additional Information (Detail) $ in Millions | 12 Months Ended | |
Dec. 31, 2020USD ($)Business | Dec. 31, 2019Business | |
Number of businesses divestiture | 2 | |
Asset Held For Sale [Member] | ||
Number of businesses divestiture | 2 | |
Asset Held For Sale [Member] | Prepaid Expense And Other Current Assets [Member] | ||
Consideration on disposal of assets | $ | $ 15 |
Divestitures and Held for Sal_3
Divestitures and Held for Sale - Summary of Long Lived Assets Held-for-sale (Detail) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Property and equipment, net | $ 355 | $ 402 | ||
Goodwill | 1,082 | 980 | $ 312 | $ 320 |
Intangible assets, net | $ 965 | 1,121 | ||
Asset Held For Sale [Member] | ||||
Property and equipment, net | 9 | |||
Goodwill | 1 | |||
Intangible assets, net | 10 | |||
Total assets held for sale | $ 20 |
Divestitures and Held for Sal_4
Divestitures and Held for Sale - Summary of Long Lived Assets Held-for-sale (Parenthetical) (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Property Plant And Equipment Assets Held For Sale Disclosure [Abstract] | |
Impairment charge to goodwill at business divested prior to current period | $ 4 |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregated Revenue (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | $ 3,107 | $ 3,587 | $ 985 | $ 3,728 |
United States [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 2,883 | 3,347 | 921 | 3,459 |
Canada and Europe [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 224 | 240 | 64 | 269 |
Safety Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,342 | 1,639 | 435 | 1,705 |
Safety Services [Member] | United States [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,185 | 1,435 | 385 | 1,505 |
Safety Services [Member] | Canada and Europe [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 157 | 204 | 50 | 200 |
Specialty Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,107 | 1,401 | 386 | 1,359 |
Specialty Services [Member] | United States [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,107 | 1,401 | 386 | 1,359 |
Industrial Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 670 | 563 | 167 | 723 |
Industrial Services [Member] | United States [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 603 | 527 | 153 | 654 |
Industrial Services [Member] | Canada and Europe [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 67 | 36 | 14 | 69 |
Corporate and Eliminations [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | (12) | (16) | (3) | (59) |
Corporate and Eliminations [Member] | United States [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | (12) | (16) | (3) | (59) |
Life Safety [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,038 | 1,317 | 340 | 1,322 |
Life Safety [Member] | Safety Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,038 | 1,317 | 340 | 1,322 |
Mechanical [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 304 | 322 | 95 | 383 |
Mechanical [Member] | Safety Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 304 | 322 | 95 | 383 |
Infrastructure/Utility [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 645 | 809 | 225 | 733 |
Infrastructure/Utility [Member] | Specialty Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 645 | 809 | 225 | 733 |
Fabrication [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 114 | 179 | 38 | 142 |
Fabrication [Member] | Specialty Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 114 | 179 | 38 | 142 |
Specialty Contracting [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 348 | 413 | 123 | 484 |
Specialty Contracting [Member] | Specialty Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 348 | 413 | 123 | 484 |
Transmission [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 443 | 409 | 100 | 455 |
Transmission [Member] | Industrial Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 443 | 409 | 100 | 455 |
Civil [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 45 | 67 | 21 | 68 |
Civil [Member] | Industrial Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 45 | 67 | 21 | 68 |
Inspection [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 182 | 87 | 46 | 200 |
Inspection [Member] | Industrial Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 182 | 87 | 46 | 200 |
Corporate and Eliminations [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | (12) | (16) | (3) | (59) |
Corporate and Eliminations [Member] | Corporate and Eliminations [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | $ (12) | $ (16) | $ (3) | $ (59) |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Aggregate amount of transaction price allocated to unsatisfied performance obligation | $ 1,472,000,000 | |
Customers with payment terms | 30 days | |
Retentions receivable | $ 122,000,000 | $ 133,000,000 |
Retentions receivable within one year | 26,000,000 | $ 28,000,000 |
Impairment of contract assets | $ 0 | |
Minimum [Member] | ||
Payment of invoices | 30 days | |
Maximum [Member] | ||
Payment of invoices | 90 days |
Revenue - Summary of Accounts R
Revenue - Summary of Accounts Receivable, Net of Allowances, Contract Assets and Contract Liabilities from Contracts with Customer (Detail) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Revenues [Abstract] | |||
Accounts receivable, net of allowances | $ 639 | $ 730 | $ 765 |
Contract assets | 142 | 245 | 240 |
Contract liabilities | $ 219 | $ 193 | $ 203 |
Goodwill and Intangibles - Summ
Goodwill and Intangibles - Summary of Changes In Carrying Amounts of Goodwill By Reportable Segments (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [LineItems] | ||||
Beginning Balance | $ 980 | $ 320 | $ 980 | $ 320 |
Acquisitions | 4 | 225 | 981 | |
Impairments | (193) | (12) | (193) | |
Transfers and other | (1) | |||
Measurement period adjustments and other | 70 | |||
Ending Balance | 312 | 1,082 | 980 | |
Safety Services [Member] | ||||
Goodwill [LineItems] | ||||
Beginning Balance | 639 | 170 | 639 | 170 |
Acquisitions | 223 | 639 | ||
Impairments | (83) | (83) | ||
Measurement period adjustments and other | 127 | |||
Ending Balance | 170 | 906 | 639 | |
Specialty Services [Member] | ||||
Goodwill [LineItems] | ||||
Beginning Balance | 290 | 125 | 290 | 125 |
Acquisitions | 4 | 2 | 290 | |
Impairments | (52) | (12) | (52) | |
Measurement period adjustments and other | (68) | |||
Ending Balance | 117 | 172 | 290 | |
Industrial Services [Member] | ||||
Goodwill [LineItems] | ||||
Beginning Balance | 51 | 25 | 51 | 25 |
Acquisitions | 52 | |||
Impairments | $ (58) | (58) | ||
Transfers and other | (1) | |||
Measurement period adjustments and other | 11 | |||
Ending Balance | $ 25 | $ 4 | $ 51 |
Goodwill and Intangibles - Su_2
Goodwill and Intangibles - Summary of Changes In Carrying Amounts of Goodwill By Reportable Segments (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | |
Goodwill [LineItems] | |||
Goodwill, impairment loss | $ 193 | $ 12 | $ 193 |
Safety Services [Member] | |||
Goodwill [LineItems] | |||
Goodwill, impairment loss | 83 | 83 | |
Safety Services [Member] | Safety [Member] | |||
Goodwill [LineItems] | |||
Goodwill, impairment loss | 57 | ||
Safety Services [Member] | Mechanical [Member] | |||
Goodwill [LineItems] | |||
Goodwill, impairment loss | 26 | ||
Specialty Services [Member] | |||
Goodwill [LineItems] | |||
Goodwill, impairment loss | 52 | $ 12 | 52 |
Specialty Services [Member] | Infrastructure/Utility [Member] | |||
Goodwill [LineItems] | |||
Goodwill, impairment loss | 30 | ||
Specialty Services [Member] | Fabrication [Member] | |||
Goodwill [LineItems] | |||
Goodwill, impairment loss | 1 | ||
Specialty Services [Member] | Specialty Construction [Member] | |||
Goodwill [LineItems] | |||
Goodwill, impairment loss | 21 | ||
Industrial Services [Member] | |||
Goodwill [LineItems] | |||
Goodwill, impairment loss | 58 | $ 58 | |
Industrial Services [Member] | Transmission [Member] | |||
Goodwill [LineItems] | |||
Goodwill, impairment loss | 57 | ||
Industrial Services [Member] | Civil [Member] | |||
Goodwill [LineItems] | |||
Goodwill, impairment loss | $ 1 |
Goodwill and Intangibles - Su_3
Goodwill and Intangibles - Summary of Identifiable Intangible Assets (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,198 | $ 1,172 |
Accumulated Amortization | (233) | (51) |
Net Carrying Amount | $ 965 | $ 1,121 |
Backlog Intangibles [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Lives | 1 year 7 months 6 days | 1 year |
Gross Carrying Amount | $ 101 | $ 112 |
Accumulated Amortization | (92) | (22) |
Net Carrying Amount | $ 9 | $ 90 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Lives | 7 years | 7 years 9 months 18 days |
Gross Carrying Amount | $ 823 | $ 755 |
Accumulated Amortization | (119) | (24) |
Net Carrying Amount | $ 704 | $ 731 |
Tradenames and Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Lives | 13 years 9 months 18 days | 14 years 9 months 18 days |
Gross Carrying Amount | $ 274 | $ 305 |
Accumulated Amortization | (22) | (5) |
Net Carrying Amount | $ 252 | $ 300 |
Goodwill and Intangibles - Su_4
Goodwill and Intangibles - Summary of Aggregate Amortization Expense of the Intangible (Detail) $ in Millions | Dec. 31, 2020USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2021 | $ 125 |
2022 | 123 |
2023 | 119 |
2024 | 119 |
2025 | 119 |
Thereafter | 360 |
Total | $ 965 |
Goodwill and Intangibles - Su_5
Goodwill and Intangibles - Summary of Amortization Expense Recognized on Intangible Assets (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible asset amortization expense | $ 26 | $ 182 | $ 51 | $ 49 |
Cost of Revenues [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible asset amortization expense | 69 | 22 | ||
Selling, General and Administrative Expenses [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible asset amortization expense | $ 26 | $ 113 | $ 29 | $ 49 |
Goodwill and Intangibles - Addi
Goodwill and Intangibles - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
2019 APi Acquisition [Member] | |
Goodwill [LineItems] | |
Adjustment of cumulative amortization expense reversed | $ 5 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Fair Value Measurement Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ (51) | $ (7) |
Contingent Consideration Obligations [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration obligations | (7) | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | (44) | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | (7) | (7) |
Fair Value, Inputs, Level 3 [Member] | Contingent Consideration Obligations [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration obligations | $ (7) | |
Derivatives Designated as Effective Hedges [Member] | Interest Rate Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives | (35) | |
Derivatives Designated as Effective Hedges [Member] | Fair Value, Inputs, Level 2 [Member] | Interest Rate Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives | (35) | |
Derivatives Not Designated as Effective Hedges [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contracts | (9) | |
Derivatives Not Designated as Effective Hedges [Member] | Contingent Consideration Obligations [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration obligations | (7) | |
Derivatives Not Designated as Effective Hedges [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contracts | (9) | |
Derivatives Not Designated as Effective Hedges [Member] | Fair Value, Inputs, Level 3 [Member] | Contingent Consideration Obligations [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration obligations | $ (7) |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Reconciliation of Fair Value of Contingent Consideration Obligations (Detail) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019USD ($)Arrangement | Dec. 31, 2020USD ($)Arrangement | Dec. 31, 2019USD ($)Arrangement | Dec. 31, 2018USD ($)Arrangement | |
Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Abstract] | ||||
Balances at beginning of year / period | $ 13 | $ 7 | $ 13 | $ 4 |
Acquisitions | 8 | |||
Issuances | 11 | |||
Settlements | (3) | (4) | (2) | |
Adjustments to fair value | (1) | 4 | (1) | |
Balances at end of year / period | $ 9 | $ 7 | $ 7 | $ 13 |
Number of open contingent consideration arrangements at the end of period | Arrangement | 9 | 3 | 5 | 10 |
Maximum potential payout at end of period | $ 13 | $ 7 | $ 11 | $ 20 |
Derivatives - Additional Inform
Derivatives - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Foreign Currency Contracts [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Derivative notional amount | $ 525 | |||
Derivative liability | 9 | |||
Derivative asset | 1 | |||
Other (income) expense, net | $ 0 | 9 | $ 0 | $ 0 |
Designated as Hedging Instrument [Member] | Interest Rate Swaps [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Derivative notional amount | $ 720 | |||
Derivative, fixed interest rate | 1.62% | |||
Derivative liability | $ 35 | |||
Designated as Hedging Instrument [Member] | Interest Rate Swaps [Member] | Maximum [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Derivative asset | $ 1 | |||
Designated as Hedging Instrument [Member] | Interest Rate Swaps [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Derivative variable interest Rate | 0.15% | 1.76% | ||
Designated as Hedging Instrument [Member] | Interest Rate Swaps [Member] | 2019 Term Loan [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Derivative liability | $ 1,200 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Components of Property and Equipment (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 449 | $ 420 |
Accumulated depreciation | (94) | (18) |
Property and equipment, net | 355 | 402 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 26 | 19 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 76 | 66 |
Property, Plant and Equipment, Useful Life | 39 years | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 217 | 174 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 2 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 20 years | |
Autos and Trucks [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 92 | 67 |
Autos and Trucks [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Autos and Trucks [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 24 | 66 |
Office Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Office Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 14 | $ 28 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 1 year | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 15 years |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 52 | $ 81 | $ 18 | $ 60 |
APi Acquisition [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense would have been higher , if fair value known at business acquisition amount | $ 2 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee Lease Description [Line Items] | |||
Lessee, operating lease, existence of option to extend [true false] | true | ||
Lessee, operating lease, option to extend | Some leases include one or more options to renew, generally at the Company’s sole discretion, with renewal terms that can extend the lease term from one to 12 years or more. | ||
Lessee, operating lease, existence of option to terminate [true false] | true | ||
Lessee, operating lease, option to terminate | In addition, certain leases contain termination options, where the rights to terminate are held by either the Company, the lessor, or both parties. These options to extend or terminate a lease are included in the lease terms when it is reasonably certain that the Company will exercise that option. The Company’s leases generally do not contain any material restrictive covenants. | ||
ROU assets obtained in exchange for operating lease liability fair value | $ 22,000,000 | $ 32,000,000 | $ 111,000,000 |
ROU assets obtained in exchange for finance lease liability fair value | 2,000,000 | 4,000,000 | 17,000,000 |
Rent expense, including real estate taxes and operating costs | $ 0 | 5,000,000 | 0 |
SKG and Life Safety [Member] | |||
Lessee Lease Description [Line Items] | |||
ROU assets obtained in exchange for operating lease liability fair value | 14,000,000 | ||
ROU assets obtained in exchange for finance lease liability fair value | $ 3,000,000 | ||
2019 APi Acquisition [Member] | |||
Lessee Lease Description [Line Items] | |||
ROU assets obtained in exchange for operating lease liability fair value | 102,000,000 | ||
ROU assets obtained in exchange for finance lease liability fair value | $ 15,000,000 | ||
Maximum [Member] | |||
Lessee Lease Description [Line Items] | |||
Incremental borrowing rates on a quarterly basis across all currencies | 7.80% | ||
Incremental borrowing rates tenor | 30 years | ||
Minimum [Member] | |||
Lessee Lease Description [Line Items] | |||
Incremental borrowing rates on a quarterly basis across all currencies | 0.97% | ||
Incremental borrowing rates tenor | 1 year | ||
Facility [Member] | Maximum [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease term | 10 years | ||
Equipment [Member] | Maximum [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease term | 7 years | ||
Equipment [Member] | Minimum [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease term | 1 year | ||
Vehicle [Member] | Maximum [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease term | 7 years | ||
Vehicle [Member] | Minimum [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease term | 1 year |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease cost | $ 26 | $ 34 | $ 7 |
Finance lease cost - amortization of right-of-use assets | 1 | ||
Short-term lease cost | 20 | 28 | 9 |
Variable lease cost | 5 | 4 | 1 |
Total lease cost | $ 51 | $ 67 | $ 17 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in measurement of lease liabilities: | |||
Operating cash outflows - payments on operating leases | $ 26 | $ 33 | $ 7 |
Financing cash outflows - payments on finance leases | 2 | 1 | |
Right-of-use assets obtained in exchange for new lease obligations: | |||
Operating leases | 22 | 32 | 111 |
Finance leases | $ 2 | $ 4 | $ 17 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Balance Sheet Information (Detail) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Finance leases: | ||
Accumulated depreciation | $ (1) | |
Property and equipment, net | $ 20 | $ 17 |
Weighted-average remaining lease term: | ||
Operating leases | 6 years | 6 years 4 months 24 days |
Finance leases | 1 year 8 months 12 days | 2 years 7 months 6 days |
Weighted-average discount rate: | ||
Operating leases | 3.50% | 3.10% |
Finance leases | 2.60% | 2.60% |
Building and Land [Member] | ||
Finance leases: | ||
Finance leases before accumulated depreciation | $ 15 | $ 15 |
Machinery and Equipment [Member] | ||
Finance leases: | ||
Finance leases before accumulated depreciation | $ 6 | $ 2 |
Leases - Schedule of Future Und
Leases - Schedule of Future Undiscounted Cash Flows and Reconciliation to the Lease Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Leases | ||
2021 | $ 31 | |
2022 | 22 | |
2023 | 17 | |
2024 | 13 | |
2025 | 11 | |
Thereafter | 25 | |
Total lease payments | 119 | |
Less imputed interest | 13 | |
Total present value of lease liabilities | 106 | |
Operating leases - current | $ 28 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | apg:OperatingAndFinanceLeasesLiabilityCurrentMember | |
Operating leases - non-current | $ 78 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | apg:OperatingAndFinanceLeasesLiabilityNonCurrentMember | |
Finance Leases | ||
2021 | $ 3 | |
2022 | 18 | |
2023 | 1 | |
Total lease payments | 22 | |
Less imputed interest | 1 | |
Total present value of lease liabilities | 21 | |
Finance leases - current | $ 3 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | apg:OperatingAndFinanceLeasesLiabilityCurrentMember | |
Finance leases - non-current | $ 18 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | apg:OperatingAndFinanceLeasesLiabilityNonCurrentMember | |
Total | ||
2021 | $ 34 | |
2022 | 40 | |
2023 | 18 | |
2024 | 13 | |
2025 | 11 | |
Thereafter | 25 | |
Total lease payments | 141 | |
Less imputed interest | 14 | |
Total present value of lease liabilities | 127 | |
Operating and finance leases - current | 31 | $ 27 |
Operating and finance leases - non-current | $ 96 | $ 95 |
Debt - Summary of Debt Obligati
Debt - Summary of Debt Obligations (Detail) - USD ($) $ in Millions | Oct. 22, 2020 | Oct. 01, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | ||||
Total debt obligations | $ 1,443 | $ 1,214 | ||
Less: unamortized deferred financing costs | (28) | (24) | ||
Total debt, net of deferred financing costs | 1,415 | 1,190 | ||
Less: short-term and current portion of long-term debt | (18) | (19) | ||
Long-term debt | $ 1,397 | 1,171 | ||
Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maturity Date | Oct. 1, 2024 | |||
2019 Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maturity Date | Oct. 1, 2026 | |||
2020 Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Total debt obligations | $ 250 | |||
Maturity Date | Oct. 1, 2026 | |||
Term Loan Facility [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maturity Date | Oct. 1, 2024 | |||
Term Loan Facility [Member] | 2019 Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Total debt obligations | $ 1,188 | 1,200 | ||
Maturity Date | Oct. 1, 2026 | |||
Term Loan Facility [Member] | 2020 Term Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Total debt obligations | $ 250 | |||
Maturity Date | Oct. 1, 2026 | |||
Other Obligations [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Total debt obligations | $ 5 | $ 14 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Oct. 22, 2020 | Oct. 31, 2019 | Oct. 01, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Short Term Debt [Line Items] | |||||
Incremental term loan | $ 1,443,000,000 | $ 1,214,000,000 | |||
Interest incurred capitalized costs | 33,000,000 | ||||
Deferred financing costs recognized in interest expense | 4,000,000 | ||||
Long-term debt, less current portion | 1,397,000,000 | 1,171,000,000 | |||
Notes payable, 2021 | 18,000,000 | ||||
Notes payable, 2022 | 16,000,000 | ||||
Notes payable, 2023 | 15,000,000 | ||||
Notes payable, 2024 | 15,000,000 | ||||
Acquisition of Construction Equipment and Vehicles [Member] | |||||
Short Term Debt [Line Items] | |||||
Notes payable | 5,000,000 | 14,000,000 | |||
Maximum [Member] | |||||
Short Term Debt [Line Items] | |||||
Deferred financing costs recognized in interest expense | 1,000,000 | ||||
2019 Term Loan [Member] | |||||
Short Term Debt [Line Items] | |||||
Line of credit outstanding | $ 1,200,000,000 | ||||
Line of credit facility, interest rate | 2.65% | ||||
Line of credit facility, interest rate description | one-month LIBOR plus 250 basis points | ||||
Percentage of initial aggregate principal amount | 1.00% | ||||
Maturity Date | Oct. 1, 2026 | ||||
Percentage of prepayment premium rate | 1.00% | ||||
Debt instrument, frequency of periodic payment | quarterly | ||||
2019 Term Loan [Member] | Base Rate [Member] | |||||
Short Term Debt [Line Items] | |||||
Debt, variable interest rate | 1.50% | ||||
2019 Term Loan [Member] | Eurodollar [Member] | |||||
Short Term Debt [Line Items] | |||||
Debt, variable interest rate | 2.50% | ||||
Revolving Credit Facility [Member] | |||||
Short Term Debt [Line Items] | |||||
Percentage of commitment fee rate | 0.375% | ||||
Line of credit facility first lien net leverage ratio | 0.0050 | ||||
Maturity Date | Oct. 1, 2024 | ||||
Revolving Credit Facility [Member] | Base Rate [Member] | |||||
Short Term Debt [Line Items] | |||||
Debt, variable interest rate | 1.25% | ||||
Revolving Credit Facility [Member] | Eurodollar [Member] | |||||
Short Term Debt [Line Items] | |||||
Debt, variable interest rate | 2.25% | ||||
Revolving Credit Facility [Member] | Maximum [Member] | |||||
Short Term Debt [Line Items] | |||||
Undrawn letters of credit | $ 40,000,000 | ||||
Revolving Credit Facility [Member] | Minimum [Member] | |||||
Short Term Debt [Line Items] | |||||
Percentage of commitment fee rate | 30.00% | ||||
Revolving Credit Facility [Member] | Debt Instrument Fiscal Quarter Ending in 2019 and 2020 [Member] | Maximum [Member] | |||||
Short Term Debt [Line Items] | |||||
Line of credit facility first lien net leverage ratio | 4.50 | ||||
Revolving Credit Facility [Member] | Debt Instrument Fiscal Quarter Ending in 2021 [Member] | |||||
Short Term Debt [Line Items] | |||||
Line of credit facility first lien net leverage ratio | 4 | ||||
Revolving Credit Facility [Member] | Debt Instrument Fiscal Quarter Ending Thereafter [Member] | |||||
Short Term Debt [Line Items] | |||||
Line of credit facility first lien net leverage ratio | 3.75 | ||||
2020 Term Loan [Member] | |||||
Short Term Debt [Line Items] | |||||
Line of credit outstanding | $ 250,000,000 | ||||
Line of credit facility, interest rate | 2.90% | ||||
Line of credit facility, interest rate description | one-month LIBOR plus 275 basis points | ||||
Percentage of initial aggregate principal amount | 1.00% | ||||
Maturity Date | Oct. 1, 2026 | ||||
Incremental term loan | $ 250,000,000 | ||||
2020 Term Loan [Member] | Base Rate [Member] | |||||
Short Term Debt [Line Items] | |||||
Debt, variable interest rate | 1.75% | ||||
2020 Term Loan [Member] | Eurodollar [Member] | |||||
Short Term Debt [Line Items] | |||||
Debt, variable interest rate | 2.75% | ||||
Unsecured Debt [Member] | Prime Rate [Member] | CANADA | |||||
Short Term Debt [Line Items] | |||||
Line of credit outstanding | $ 20,000,000 | ||||
Line of Credit | CANADA | |||||
Short Term Debt [Line Items] | |||||
Line of credit outstanding | $ 0 | 0 | |||
Term Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Interest Rate Swaps [Member] | |||||
Short Term Debt [Line Items] | |||||
Debt instrument term | 5 years | ||||
Derivative notional amount | $ 720,000,000 | ||||
Derivative, fixed interest rate | 1.62% | ||||
Term Loan Facility [Member] | 2019 Term Loan [Member] | |||||
Short Term Debt [Line Items] | |||||
Secured term loan | $ 1,200,000,000 | ||||
Debt instrument term | 7 years | ||||
Maturity Date | Oct. 1, 2026 | ||||
Incremental term loan | $ 1,188,000,000 | 1,200,000,000 | |||
Term Loan Facility [Member] | Revolving Credit Facility [Member] | |||||
Short Term Debt [Line Items] | |||||
Secured term loan | $ 300,000,000 | ||||
Debt instrument term | 5 years | ||||
Line of credit outstanding | $ 0 | 0 | |||
Maturity Date | Oct. 1, 2024 | ||||
Line of credit net letters of credit outstanding | $ 230,000,000 | 235,000,000 | |||
Letters of credit outstanding | $ 70,000,000 | $ 65,000,000 | |||
Term Loan Facility [Member] | 2020 Term Loan [Member] | |||||
Short Term Debt [Line Items] | |||||
Maturity Date | Oct. 1, 2026 | ||||
Incremental term loan | $ 250,000,000 | ||||
Notes Payable [Member] | Acquisition of Construction Equipment and Vehicles [Member] | |||||
Short Term Debt [Line Items] | |||||
Long-term debt, less current portion | 5,000,000 | ||||
Notes payable, 2021 | 4,000,000 | ||||
Notes payable, 2022 | 1,000,000 | ||||
Notes Payable [Member] | Maximum [Member] | Acquisition of Construction Equipment and Vehicles [Member] | |||||
Short Term Debt [Line Items] | |||||
Notes payable, 2023 | 1,000,000 | ||||
Notes payable, 2024 | $ 1,000,000 |
Debt - Schedule of Annual Matur
Debt - Schedule of Annual Maturities, Excluding Amortization of Debt Issuance Costs (Detail) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2021 | $ 18 | |
2022 | 16 | |
2023 | 15 | |
2024 | 15 | |
2025 | 15 | |
Thereafter | 1,364 | |
Total | $ 1,443 | $ 1,214 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Income (Loss) Before Income Taxes (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
U.S. earnings (loss) | $ 86 | $ (180) | $ (153) | $ 116 |
Foreign earnings (loss) | 7 | (4) | 2 | 30 |
Total earnings (loss) | $ 93 | $ (184) | $ (151) | $ 146 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Provision (Benefit) (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | ||||
U.S. federal | $ 17 | |||
State | $ 2 | 19 | $ 3 | $ 3 |
Foreign | 5 | 7 | 2 | 8 |
Total current tax provision (benefit) | 7 | 43 | 5 | 11 |
Deferred: | ||||
U.S. federal | (50) | |||
State | (20) | (1) | ||
Foreign | (4) | (2) | (1) | |
Total current tax provision (benefit) | (74) | (3) | (1) | |
Total income tax provision (benefit) | $ 7 | $ (31) | $ 2 | $ 10 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Federal Statutory Income Tax Rate (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Expected provision (benefit) at statutory federal rate | $ 20 | $ (39) | $ (32) | $ 30 |
Deferred remeasurement | 33 | |||
State tax, net of federal benefit | 2 | (6) | 1 | 3 |
S-corporation exclusion | (18) | (24) | ||
Valuation allowance | 2 | 4 | ||
Permanent differences and other | 1 | 10 | 1 | |
Total income tax provision (benefit) | $ 7 | $ (31) | $ 2 | $ 10 |
Expected provision (benefit) at statutory federal rate | 21.00% | 21.00% | 21.00% | 21.00% |
Deferred remeasurement | 0.00% | 0.00% | (21.50%) | 0.00% |
State tax, net of federal benefit | 1.90% | 2.60% | (0.70%) | 1.80% |
S-corporation exclusion | (19.40%) | 0.00% | 0.00% | (16.70%) |
Valuation allowance | 1.90% | (1.20%) | (0.20%) | 0.20% |
Permanent differences and other | 2.10% | (5.00%) | 0.10% | 0.80% |
Total provision (benefit) for income taxes | 7.50% | 17.40% | (1.30%) | 7.10% |
Income Taxes - Summary of Com_2
Income Taxes - Summary of Components of Deferred Tax Assets And Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Right of use liability | $ 28 | $ 31 |
Accrued compensation | 30 | 7 |
Accrued expenses | 21 | |
Net operating loss carryforwards | 3 | 57 |
Goodwill | 35 | |
Amortization on identified intangibles | 2 | |
Earnout | 9 | |
Derivative | 9 | |
Other | 6 | 2 |
Gross deferred tax assets | 143 | 97 |
Valuation allowance | (4) | (3) |
Net deferred tax assets | 139 | 94 |
Deferred tax liabilities: | ||
Depreciation on fixed assets | 53 | 64 |
Goodwill | 2 | |
Amortization on identified intangibles | 8 | |
Right of use asset | 28 | 31 |
Holdbacks | 3 | 4 |
Withholding taxes on foreign earnings | 10 | 7 |
Other | 1 | 1 |
Deferred tax liabilities | 95 | 117 |
Net deferred tax assets | $ 44 | |
Net deferred tax liabilities | $ (23) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred tax assets, valuation allowance | $ 4,000,000 | $ 3,000,000 | ||
Operating loss carryforwards limitations | The foreign net operating loss carryforwards generally have carryback periods of three years, carryforward periods of twenty years, or that are indefinite, and begin to expire in 2034. | |||
Income tax penalties and interest accrued | $ 1,000,000 | 1,000,000 | ||
Income tax interest expense | $ 0 | 0 | $ 0 | $ 0 |
Unrecognized tax benefits that would impact effective tax rate | 3,000,000 | |||
Unrecognized tax benefits to roll-off in next twelve months | 1,000,000 | |||
Domestic Tax Authority [Member] | ||||
Operating loss carryforwards | 0 | |||
State and Local Jurisdiction [Member] | ||||
Operating loss carryforwards | $ 15,000,000 | |||
Operating loss carryforwards limitations | The state net operating loss carryforwards have carryforward periods of 5-20 years and begin to expire in 2024. | |||
Operating loss carryforwards expiration year | 2024 | |||
State and Local Jurisdiction [Member] | Minimum [Member] | ||||
Operating loss carryforwards, carryforward term | 5 years | |||
State and Local Jurisdiction [Member] | Maximum [Member] | ||||
Operating loss carryforwards, carryforward term | 20 years | |||
Foreign Tax Authority [Member] | ||||
Operating loss carryforwards | $ 10,000,000 | |||
Operating loss carryback term | 3 years | |||
Operating loss carryforwards, carryforward term | 20 years | |||
Operating loss carryforwards expiration year | 2034 |
Income Taxes - Summary of Rec_2
Income Taxes - Summary of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Gross unrecognized tax benefits as of the beginning of the period | $ 4 | $ 4 | $ 4 | $ 4 |
Additions for tax positions taken in a prior period (including acquired uncertain tax positions) | 4 | |||
Reductions for tax positions taken in a prior period (including acquired uncertain tax positions) | (1) | |||
Gross unrecognized tax benefits as of the end of the period | $ 4 | $ 3 | $ 4 | $ 4 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Withdrawal liability | $ 0 | $ 0 | $ 0 | $ 0 |
401 (K) Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Expense recognized | 10,000,000 | 11,000,000 | 2,000,000 | 13,000,000 |
Profit Sharing Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Expense recognized | 9,000,000 | 14,000,000 | 5,000,000 | 0 |
The Arrangement [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Expense recognized | $ 3,000,000 | $ 0 | $ 1,000,000 | $ 1,000,000 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Participation in MEPPs (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Multiemployer Plans [Line Items] | ||||
Contributions | $ 71 | $ 85 | $ 24 | $ 83 |
National Automatic Sprinkler Industry Pension Fund [Member] | ||||
Multiemployer Plans [Line Items] | ||||
EIN | 526054620 | |||
PN | 001 | |||
Plan Year-End | Dec. 31, 2019 | |||
PPA Zone Status | Red | Red | Red | |
FIP/RP Status | Implemented | |||
Contributions | 20 | $ 25 | $ 7 | $ 23 |
More Than 5% | false | |||
Surcharge Imposed | No | |||
Expiration Date of CBA | Mar. 31, 2021 | |||
National Electrical Benefit Fund [Member] | ||||
Multiemployer Plans [Line Items] | ||||
EIN | 530181657 | |||
PN | 001 | |||
Plan Year-End | Dec. 31, 2019 | |||
PPA Zone Status | Green | Green | Green | |
FIP/RP Status | Pending | |||
Contributions | 6 | $ 7 | $ 2 | $ 2 |
More Than 5% | false | |||
Surcharge Imposed | No | |||
Expiration Date of CBA | Mar. 31, 2022 | |||
Twin City Pipe Trades Pension Plan [Member] | ||||
Multiemployer Plans [Line Items] | ||||
EIN | 416131800 | |||
PN | 001 | |||
Plan Year-End | Apr. 30, 2020 | |||
PPA Zone Status | Green | Green | Green | |
FIP/RP Status | Pending | |||
Contributions | 6 | $ 6 | $ 2 | $ 7 |
More Than 5% | true | |||
Surcharge Imposed | No | |||
Expiration Date of CBA | Apr. 30, 2022 | |||
Heavy And General Laborers Local Union 472 And 172 Of New Jersey Pension Fund [Member] | ||||
Multiemployer Plans [Line Items] | ||||
EIN | 226032103 | |||
PN | 001 | |||
Plan Year-End | Mar. 31, 2020 | |||
PPA Zone Status | Green | Green | Green | |
FIP/RP Status | Pending | |||
Contributions | 5 | $ 6 | $ 2 | $ 6 |
More Than 5% | true | |||
Surcharge Imposed | No | |||
Expiration Date of CBA | Feb. 28, 2021 | |||
Boilermaker Blacksmith National Pension Trust [Member] | ||||
Multiemployer Plans [Line Items] | ||||
EIN | 486168020 | |||
PN | 001 | |||
Plan Year-End | Dec. 31, 2019 | |||
PPA Zone Status | Yellow | Yellow | Yellow | |
FIP/RP Status | Implemented | |||
Contributions | 5 | $ 5 | $ 1 | $ 8 |
More Than 5% | false | |||
Surcharge Imposed | No | |||
Expiration Date of CBA | Jun. 30, 2023 | |||
Sheet Metal Workers Local10 Pension Trust | ||||
Multiemployer Plans [Line Items] | ||||
EIN | 411562581 | |||
PN | 001 | |||
Plan Year-End | Dec. 31, 2019 | |||
PPA Zone Status | Green | Green | Green | |
FIP/RP Status | Pending | |||
Contributions | 5 | $ 2 | $ 1 | $ 5 |
More Than 5% | true | |||
Surcharge Imposed | No | |||
Expiration Date of CBA | May 31, 2022 | |||
Sheet Metal Workers National Pension Fund [Member] | ||||
Multiemployer Plans [Line Items] | ||||
EIN | 526112463 | |||
PN | 001 | |||
Plan Year-End | Dec. 31, 2019 | |||
PPA Zone Status | Yellow | Yellow | Yellow | |
FIP/RP Status | Implemented | |||
Contributions | 3 | $ 5 | $ 1 | $ 3 |
More Than 5% | false | |||
Surcharge Imposed | No | |||
Expiration Date of CBA | May 31, 2023 | |||
Plumbers And Pipefitters National Pension Fund [Member] | ||||
Multiemployer Plans [Line Items] | ||||
EIN | 526152779 | |||
PN | 001 | |||
Plan Year-End | Jun. 30, 2019 | |||
PPA Zone Status | Yellow | Yellow | Yellow | |
FIP/RP Status | Implemented | |||
Contributions | 3 | $ 3 | $ 1 | $ 3 |
More Than 5% | false | |||
Surcharge Imposed | No | |||
Expiration Date of CBA | Apr. 30, 2023 | |||
Building Trades United Pension Trust Fund | ||||
Multiemployer Plans [Line Items] | ||||
EIN | 516049409 | |||
PN | 001 | |||
Plan Year-End | May 31, 2020 | |||
PPA Zone Status | Green | Green | Green | |
FIP/RP Status | Pending | |||
Contributions | 2 | $ 3 | $ 1 | $ 4 |
More Than 5% | false | |||
Surcharge Imposed | No | |||
Expiration Date of CBA | May 31, 2023 | |||
Central Pension Fund Of The IUOE & Participating Employers [Member] | ||||
Multiemployer Plans [Line Items] | ||||
EIN | 366052390 | |||
PN | 001 | |||
Plan Year-End | Jan. 31, 2020 | |||
PPA Zone Status | Green | Green | Green | |
FIP/RP Status | Pending | |||
Contributions | 2 | $ 3 | $ 1 | $ 4 |
More Than 5% | false | |||
Surcharge Imposed | No | |||
Expiration Date of CBA | May 31, 2023 | |||
Total Other [Member] | ||||
Multiemployer Plans [Line Items] | ||||
Contributions | $ 14 | $ 20 | $ 5 | $ 18 |
Related-Party Transactions an_2
Related-Party Transactions and Investments - Additional Information (Detail) - USD ($) $ in Millions | Jan. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Dividends declared in common shares | 12,000,000 | |
Mariposa Acquisition I V L L C | ||
Related Party Transaction [Line Items] | ||
Advisory services fees payable | $ 4 | |
Preferred Stock [Member] | Subsequent Event [Member] | ||
Related Party Transaction [Line Items] | ||
Dividends declared in common shares | 12,447,912 | |
Preferred Stock [Member] | Mariposa Acquisition I V L L C | Subsequent Event [Member] | ||
Related Party Transaction [Line Items] | ||
Dividends declared in common shares | 12,400,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jan. 31, 2021 | Oct. 31, 2017 | Dec. 31, 2020 | Oct. 01, 2019 |
Class Of Stock [Line Items] | ||||
Dividends declared in common shares | 12,000,000 | |||
Fair value of dividend amount | $ 155 | |||
Warrants issued to purchasers of common shares and preferred shares | 125,032,500 | |||
Warrants issued to non founder director in lieu of first year fees | 32,500 | |||
Warrant period | 3 years | |||
Warrant holder to purchase shares | 0.33% | |||
Number of securities called by each warrant | 3 | |||
Warrant exercise price | $ 11.50 | $ 10.25 | ||
Warrant financing, Exercised | 60,486,423 | |||
Warrants exercised in exchange of common stock | 20,162,141 | |||
Number of warrants outstanding | 63,774,398 | |||
Preferred Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Percentage of annual dividend rate | 20.00% | |||
Number of entitled shares last trading days | 10 days | |||
Dividend price per share | $ 17.8829 | |||
Initial offering price, per share | $ 10 | |||
Annual dividend shares preferred stock | 141,194,638 | |||
Preferred shares conversion description | Preferred Shares will be automatically converted into common shares on a one for one basis upon the last day of 2026 | |||
Preferred shares convertible into common share, number of shares | 1 | |||
Preferred Stock [Member] | Subsequent Event [Member] | ||||
Class Of Stock [Line Items] | ||||
Dividends declared in common shares | 12,447,912 | |||
Warrant [Member] | ||||
Class Of Stock [Line Items] | ||||
Warrant exercise price | $ 0.01 | |||
Warrant redemption description | The warrants are mandatorily redeemable by the Company at a price of $0.01 should the average market price of a common share exceed $18.00 for 10 consecutive trading days (subject to any prior adjustment in accordance with the terms of the warrants). | |||
Warrant [Member] | Maximum [Member] | ||||
Class Of Stock [Line Items] | ||||
Weighted average price of common stock | $ 18 |
Shareholders' Equity - Assumpti
Shareholders' Equity - Assumptions Used in Calculating the Issuance Date Fair Value (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Equity [Abstract] | |
Vesting period | Immediate |
Assumed price upon Acquisition | $ 10,000 |
Probability of winding-up | 16.70% |
Probability of Acquisition | 83.30% |
Time to Acquisition | 1 year 6 months |
Volatility (post-Acquisition) | 35.10% |
Risk free interest rate | 2.33% |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Oct. 01, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of stock options granted | 0 | 0 | ||||
Number of stock options exercised | 0 | 0 | ||||
Share-based compensation expense | $ 35 | $ 5 | $ 156 | $ 3 | ||
Cash settlement of awards | $ 62 | |||||
Selling, General and Administrative Expenses [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Incremental compensation expense | 35 | |||||
General and Administrative Expenses [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 35 | $ 3 | ||||
Non Qualified Stock Options [Member] | Independent, Non-Executive Directors [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares issued in period | 162,500 | |||||
Exercise price per share | $ 11.50 | |||||
Contractual term | 5 years | |||||
Time-based Restricted Stock Units [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Service period from date of grant | 3 years | |||||
Restricted Stock Units [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 5 | $ 1 | ||||
Unearned compensation related to unvested RSUs | $ 9 | |||||
Unrecognized equity-based compensation cost, restricted stock units | 1 year 9 months 18 days | |||||
2019 Equity Incentive Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares available for grant | 15,500,000 | |||||
Vesting period, description | The 2019 Plan generally provides for awards to vest no earlier than one year from the date of grant, although most awards entitle the recipient to common shares if specified market or performance conditions are achieved, if applicable, and vest over a minimum of three years. | |||||
2019 Equity Incentive Plan [Member] | Minimum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based awards, vesting period | 3 years |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Changes in Number of Common Shares Underlying Options (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Shares, Outstanding, Beginning Balance | 162,500 | |
Shares, Granted | 0 | 0 |
Shares, Exercised | 0 | 0 |
Shares, Outstanding, Ending Balance | 162,500 | 162,500 |
Shares, Exercisable, ending Balance | 162,500 | |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ 11.50 | |
Weighted-Average Exercise Price, Outstanding, Ending Balance | 11.50 | $ 11.50 |
Weighted-Average Exercise Price, Exercisable, Ending Balance | $ 11.50 | |
Weighted-Average Remaining Contractual Term, Outstanding | 3 years 9 months 18 days | |
Weighted-Average Remaining Contractual Term, Exercisable | 3 years 9 months 18 days | |
Weighted-Average Intrinsic Value, Outstanding, Ending Balance | $ 1 | |
Weighted-Average Intrinsic Value, Exercisable, Ending Balance | $ 1 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Changes in Number of Outstanding RSUs (Detail) - Restricted Stock Units [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Restricted Stock Units, Outstanding, Beginning Balance | 929,266 | ||
Restricted Stock Units, Granted | 553,442 | 929,266 | |
Restricted Stock Units, Vested | (349,756) | ||
Restricted Stock Units, Forfeited | (24,390) | ||
Restricted Stock Units, Outstanding, Ending Balance | 1,108,562 | 929,266 | |
Restricted Stock Units, Expected to vest, Ending Balance | 1,108,562 | ||
Weighted-Average Grant Date Fair Value Per Share, Outstanding, Beginning Balance | $ 10.25 | ||
Weighted-Average Grant Date Fair Value Per Share, Granted | 11.12 | $ 10.25 | |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | 10.85 | ||
Weighted-Average Grant Date Fair Value Per Share, Outstanding, Ending Balance | 10.67 | $ 10.25 | |
Weighted-Average Grant Date Fair Value Per Share, Expected to vest, Ending Balance | $ 10.67 | ||
Weighted-Average Remaining Contractual Term, Outstanding | 1 year 9 months 18 days | 2 years 7 months 6 days | 0 years |
Weighted-Average Remaining Contractual Term, Expected to vest | 1 year 9 months 18 days |
Earnings (Loss) Per Share - Sum
Earnings (Loss) Per Share - Summary of Computation Earnings (Loss) Per Common Share Using Two Class Method (Detail) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to common shareholders | $ 86 | $ (375) | $ (153) | $ 136 |
Basic and diluted weighted average shares outstanding | 169,482,340 | 133,117,000 | ||
Loss per share attributable to common shareholders: | ||||
Loss per common share - basic and diluted | $ (2.21) | $ (1.15) |
Earnings (Loss) Per Share - S_2
Earnings (Loss) Per Share - Summary of Computation Earnings (Loss) Per Common Share Using Two Class Method (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2020shares | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Dilutive securities includes common shares issuable pursuant to the annual preferred share dividend | 12,447,912 |
Warrants To Purchase Ordinary Shares [Member] | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Conversion Ratio | 3:1 basis |
Conversion of Stock, New Issuance | 21,258,133 |
Employee Stock Option [Member] | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Antidilutive Securities Excluded from Calculation of Diluted Earnings Per Share | 162,500 |
Warrant [Member] | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Antidilutive Securities Excluded from Calculation of Diluted Earnings Per Share | 63,774,398 |
Restricted Stock Units [Member] | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Antidilutive Securities Excluded from Calculation of Diluted Earnings Per Share | 1,108,562 |
Convertible Preferred Stock [Member] | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Antidilutive Securities Excluded from Calculation of Diluted Earnings Per Share | 4,000,000 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2020Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Number of reportable segments | 3 |
Segment Information - Summary o
Segment Information - Summary of Reconciliation Operating Income to EBITDA (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenues | $ 3,107 | $ 3,587 | $ 985 | $ 3,728 |
EBITDA Reconciliation | ||||
Operating income (loss) | 102 | (166) | (161) | 162 |
Plus: | ||||
Investment income and other, net | 11 | 34 | 25 | 6 |
Depreciation | 52 | 81 | 18 | 60 |
Amortization | 26 | 182 | 51 | 49 |
EBITDA | 191 | 131 | (67) | 277 |
Total assets | 2,315 | 4,065 | 4,011 | |
Capital expenditures | 53 | 38 | 11 | 74 |
Safety Services [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenues | 1,342 | 1,639 | 435 | 1,705 |
EBITDA Reconciliation | ||||
Operating income (loss) | 161 | 8 | 34 | 178 |
Plus: | ||||
Investment income and other, net | 1 | 13 | 1 | |
Depreciation | 4 | 6 | 2 | 6 |
Amortization | 4 | 113 | 23 | 12 |
EBITDA | 170 | 140 | 59 | 197 |
Total assets | 812 | 2,134 | 1,770 | |
Capital expenditures | 4 | 2 | 1 | 9 |
Specialty Services [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenues | 1,107 | 1,401 | 386 | 1,359 |
EBITDA Reconciliation | ||||
Operating income (loss) | 60 | (22) | 19 | 57 |
Plus: | ||||
Investment income and other, net | 7 | 16 | 5 | 5 |
Depreciation | 28 | 46 | 8 | 34 |
Amortization | 16 | 55 | 18 | 29 |
EBITDA | 111 | 95 | 50 | 125 |
Total assets | 882 | 996 | 1,305 | |
Capital expenditures | 27 | 24 | 4 | 41 |
Industrial Services [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenues | 670 | 563 | 167 | 723 |
EBITDA Reconciliation | ||||
Operating income (loss) | (34) | (5) | 13 | |
Plus: | ||||
Investment income and other, net | 1 | 1 | ||
Depreciation | 14 | 25 | 5 | 16 |
Amortization | 6 | 10 | 9 | 8 |
EBITDA | 21 | 2 | 9 | 37 |
Total assets | 394 | 274 | 568 | |
Capital expenditures | 21 | 10 | 6 | 23 |
Corporate and Eliminations [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenues | (12) | (16) | (3) | (59) |
EBITDA Reconciliation | ||||
Operating income (loss) | (119) | (118) | (209) | (86) |
Plus: | ||||
Investment income and other, net | 2 | 4 | 20 | |
Depreciation | 6 | 4 | 3 | 4 |
Amortization | 4 | 1 | ||
EBITDA | (111) | (106) | (185) | (82) |
Total assets | 227 | 661 | $ 368 | |
Capital expenditures | $ 1 | $ 2 | $ 1 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Feb. 25, 2021 | Jan. 26, 2021 | Oct. 01, 2019 | Oct. 31, 2017 |
Subsequent Event [Line Items] | ||||
Warrant exercise price | $ 10.25 | $ 11.50 | ||
Number of warrants outstanding | 63,774,398 | |||
Cash proceeds from the exercise of outstanding warrant | $ 207 | |||
Number of securities called by each warrant | 3 | |||
Subsequent Event [Member] | Mandatory Warrant Redemption | ||||
Subsequent Event [Line Items] | ||||
Warrant exercise price | $ 0.01 | $ 0.01 | ||
Warrant exercisable date | Feb. 25, 2021 | |||
Number of warrants outstanding | 3,791,778 | |||
Cash proceeds from the exercise of outstanding warrant | $ 230 | |||
Subsequent Event [Member] | Mandatory Warrant Redemption | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrant exercise price | $ 11.50 | |||
Number of securities called by each warrant | 3 | |||
Warrants outstanding | $ 59,982,620 | |||
Minimum [Member] | Subsequent Event [Member] | Mandatory Warrant Redemption | ||||
Subsequent Event [Line Items] | ||||
Weighted average price of common stock | $ 18 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Detail) - Allowance for doubtful accounts [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Credit loss expense | $ 4 |
Write-offs | (2) |
Balance at end of period | $ 2 |