Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 22, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
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 | Large 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, par value $0.0001 per share | ||
Trading Symbol | APG | ||
Security Exchange Name | NYSE | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Common Stock, Shares Outstanding | 232,576,811 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 3.8 | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Minneapolis, Minnesota | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for the 2022 Annual Meeting of Stockholders, which is to be filed no later than 120 days after December 31, 2021, are incorporated by reference into Part III of this Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 1,188 | $ 515 |
Restricted cash | 302 | |
Accounts receivable, net of allowances of $3 and $4 at December 31, 2021 and December 31, 2020, respectively | 767 | 639 |
Inventories | 69 | 64 |
Contract assets | 217 | 142 |
Prepaid expenses and other current assets | 83 | 77 |
Total current assets | 2,626 | 1,437 |
Property and equipment, net | 326 | 355 |
Operating lease right of use assets | 101 | 107 |
Goodwill | 1,106 | 1,082 |
Intangible assets, net | 882 | 965 |
Deferred tax assets | 73 | 89 |
Other assets | 45 | 30 |
Total assets | 5,159 | 4,065 |
Current liabilities: | ||
Short-term and current portion of long-term debt | 1 | 18 |
Accounts payable | 236 | 150 |
Contingent consideration and compensation liabilities | 22 | 41 |
Accrued salaries and wages | 209 | 182 |
Deferred consideration | 67 | |
Other accrued liabilities | 129 | 133 |
Contract liabilities | 243 | 219 |
Operating and finance leases | 27 | 31 |
Total current liabilities | 867 | 841 |
Long-term debt, less current portion | 1,766 | 1,397 |
Contingent consideration and compensation liabilities | 10 | 22 |
Operating and finance leases | 79 | 96 |
Deferred tax liabilities | 43 | 45 |
Other noncurrent liabilities | 71 | 106 |
Total liabilities | 2,836 | 2,507 |
Shareholders’ equity: | ||
Series A Preferred Stock, $0.0001 par value; 7 authorized shares; 4 shares issued and outstanding at December 31, 2021 and 2020 | ||
Common Stock; $0.0001 par value, 500 authorized shares, 225 shares and 168 shares issued at December 31, 2021 and December 31, 2020, respectively (excluding 8 shares and 12 shares declared for stock dividend at December 31, 2021 and 2020, respectively) | 0 | 0 |
Additional paid-in capital | 2,560 | 1,856 |
Accumulated deficit | (237) | (284) |
Accumulated other comprehensive income (loss) | (14) | |
Total shareholders’ equity | 2,323 | 1,558 |
Total liabilities and shareholders’ equity | $ 5,159 | $ 4,065 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement Of Financial Position [Abstract] | ||
Accounts receivable net of allowances | $ 3 | $ 4 |
Series A Preferred stock no par value | $ 0.0001 | $ 0.0001 |
Series A Preferred Shares authorized | 7,000,000 | 7,000,000 |
Series A Preferred stock issued | 4,000,000 | 4,000,000 |
Series A Preferred stock outstanding | 4,000,000 | 4,000,000 |
Common stock no par value | $ 0.0001 | $ 0.0001 |
Common shares authorized | 500,000,000 | 500,000,000 |
Common shares issued | 225,000,000 | 168,000,000 |
Dividends declared in common shares | 8,000,000 | 12,000,000 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net revenues | $ 3,940 | $ 3,587 | $ 985 | |
Cost of revenues | 3,001 | 2,831 | 787 | |
Gross profit | 939 | 756 | 198 | |
Selling, general, and administrative expenses | 803 | 725 | 359 | |
Impairment of goodwill | 197 | |||
Operating income (loss) | 136 | (166) | (161) | |
Interest expense, net | 60 | 52 | 15 | |
Loss on extinguishment of debt | 9 | |||
Investment income and other, net | (12) | (34) | (25) | |
Other expense (income), net | 57 | 18 | (10) | |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest, Total | 79 | (184) | (151) | |
Income tax provision (benefit) | 32 | (31) | 2 | |
Net income (loss) | 47 | (153) | (153) | |
Net income (loss) attributable to common shareholders: | ||||
Accrued stock dividend on Series A Preferred Stock | (184) | (222) | ||
Net income (loss) attributable to common shareholders | $ (137) | $ (375) | $ (153) | |
Net loss per common share: | ||||
Basic | $ (0.67) | $ (2.21) | $ (1.15) | |
Diluted | $ (0.67) | $ (2.21) | $ (1.15) | |
Weighted average shares outstanding: | ||||
Basic | 206 | 169 | 133 | |
Diluted | 206 | 169 | 133 | |
APi Group Corp Predecessor [Member] | ||||
Net revenues | $ 3,107 | |||
Cost of revenues | 2,503 | |||
Gross profit | 604 | |||
Selling, general, and administrative expenses | 490 | |||
Impairment of goodwill | 12 | |||
Operating income (loss) | 102 | |||
Interest expense, net | 20 | |||
Loss on extinguishment of debt | ||||
Investment income and other, net | (11) | |||
Other expense (income), net | 9 | |||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest, Total | 93 | |||
Income tax provision (benefit) | 7 | |||
Net income (loss) | 86 | |||
Net income (loss) attributable to common shareholders: | ||||
Accrued stock dividend on Series A Preferred Stock | ||||
Net income (loss) attributable to common shareholders | 86 | |||
Pro Forma [Member] | APi Group Corp Predecessor [Member] | ||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest, Total | 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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net income (loss) | $ 47 | $ (153) | $ (153) | |
Other comprehensive income (loss): | ||||
Fair value change - derivatives, net of tax (expense) benefit of ($9), $9, $0, and $0, respectively | 25 | (26) | ||
Foreign currency translation adjustment | (11) | 9 | 3 | |
Comprehensive income (loss) | $ 61 | $ (170) | $ (150) | |
APi Group Corp Predecessor [Member] | ||||
Net income (loss) | $ 86 | |||
Other comprehensive income (loss): | ||||
Fair value change - derivatives, net of tax (expense) benefit of ($9), $9, $0, and $0, respectively | ||||
Foreign currency translation adjustment | 3 | |||
Comprehensive income (loss) | $ 89 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Tax (expense) benefit | $ 0 | $ 0 | $ (9) | $ 9 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Millions | Total | APi Group Corp Predecessor [Member] | Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]APi Group Corp Predecessor [Member] | Common Stock [Member]Series A Preferred Share [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Retained Earnings (Accumulated Deficit) [Member]APi Group Corp Predecessor [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Other Comprehensive Income (Loss) [Member]APi Group Corp Predecessor [Member] | Note Receivable From Stockholder [Member]APi Group Corp Predecessor [Member] |
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) | 86 | 86 | ||||||||||
Fair value change -derivatives | ||||||||||||
Foreign currency translation adjustment | 3 | 3 | ||||||||||
Repayments of stockholder note | 2 | 2 | ||||||||||
Distributions and other | (62) | (62) | ||||||||||
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 | |||||||||||
Fair value change -derivatives | ||||||||||||
Foreign currency translation adjustment | 3 | $ 3 | ||||||||||
Share-based compensation and other, net | 156 | 156 | ||||||||||
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) | ||||||||||
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 | |||||||||||
Share-based compensation and other, net | 4 | 4 | ||||||||||
Share-based compensation and other, net (shares) | 242,838 | |||||||||||
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 | ||||||||||
Net income (loss) | 47 | 47 | ||||||||||
Fair value change -derivatives | 25 | 25 | ||||||||||
Foreign currency translation adjustment | (11) | $ (11) | ||||||||||
Preferred Stock dividend | 12,447,912 | |||||||||||
Issuance of common shares | 446 | 446 | ||||||||||
Issuance of common shares (shares) | 22,716,049 | |||||||||||
Warrants exercised | 230 | 230 | ||||||||||
Warrants exercised (shares) | 19,994,203 | |||||||||||
Profit sharing plan contributions | 13 | 13 | ||||||||||
Profit sharing plan contributions (shares) | 630,109 | |||||||||||
Share-based compensation and other, net | 15 | 15 | ||||||||||
Share-based compensation and other, net (shares) | 784,896 | |||||||||||
Ending balance at Dec. 31, 2021 | $ 2,323 | $ 2,560 | $ (237) | |||||||||
Ending balance (shares) at Dec. 31, 2021 | 4,000,000 | 224,625,193 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 47 | $ (153) | $ (153) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation | 75 | 81 | 18 | |
Amortization | 127 | 182 | 51 | |
Impairment of goodwill | 197 | |||
Deferred taxes | 6 | (74) | (2) | |
Share-based compensation expense | 12 | 5 | 156 | |
Profit-sharing expense | 15 | 14 | 5 | |
Noncash lease expense | 31 | 30 | 6 | |
Loss on extinguishment of debt | (9) | |||
Other, net | 7 | (2) | ||
Changes in operating assets and liabilities, net of effects of business acquisitions: | ||||
Accounts receivable | (99) | 120 | 41 | |
Contract assets | (73) | 118 | 105 | |
Inventories | (2) | 11 | ||
Prepaid expenses and other current assets | 4 | (2) | 83 | |
Accounts payable | 78 | (24) | (32) | |
Accrued liabilities and income taxes payable | 15 | (2) | (113) | |
Contract liabilities | 19 | 17 | (14) | |
Other assets and liabilities | (89) | (24) | 1 | |
Net cash provided by operating activities | 182 | 496 | 150 | |
Cash flows from investing activities: | ||||
Acquisitions, net of cash acquired | (86) | (319) | (2,565) | |
Purchases of property and equipment | (55) | (38) | (11) | |
Proceeds from sales of property, equipment, held for sale assets, and businesses | 20 | 17 | 5 | |
Advances on related-party and other notes receivable | ||||
Payments received on related-party and other notes receivable | 27 | |||
Proceeds from sale of marketable securities, net | 816 | |||
Net cash used in investing activities | (121) | (340) | (1,728) | |
Cash flows from financing activities: | ||||
Net short-term debt | 20 | |||
Proceeds from long-term borrowings | 650 | 250 | 1,194 | |
Payments on long-term borrowings | (321) | (21) | ||
Repurchase of common shares | (30) | |||
Payments of acquisition-related consideration | (74) | (93) | (2) | |
Deferred financing costs paid | (11) | (8) | (24) | |
Proceeds from share issuance and warrant exercises | 676 | 3 | 210 | |
Restricted shares tendered for taxes | (3) | (2) | ||
Distributions paid | ||||
Net cash provided by (used in) financing activities | 917 | 99 | 1,398 | |
Effect of foreign currency exchange rate change on cash and cash equivalents | (2) | 4 | (1) | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 976 | 259 | (181) | |
Cash, cash equivalents, and restricted cash, beginning of period | 515 | 256 | ||
Cash, cash equivalents, and restricted cash, beginning of period | $ 437 | 437 | ||
Cash, cash equivalents, and restricted cash, end of period | 1,491 | 515 | 256 | |
Supplemental schedule of disclosures of cash flow information: | ||||
Cash paid for interest | 41 | 47 | 14 | |
Cash paid for income taxes, net of refunds | 66 | 29 | 3 | |
Accrued consideration issued in business combinations | 18 | 5 | ||
Shares issued to profit sharing plan | 13 | |||
Common shares issued in the APi Acquisition | 291 | |||
Non-cash deferred purchase consideration issued in business combinations | 147 | |||
APi Group Corp Predecessor [Member] | ||||
Cash flows from operating activities: | ||||
Net income (loss) | 86 | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation | 52 | |||
Amortization | 26 | |||
Impairment of goodwill | 12 | |||
Deferred taxes | 1 | |||
Share-based compensation expense | 35 | |||
Profit-sharing expense | 9 | |||
Noncash lease expense | 24 | |||
Loss on extinguishment of debt | ||||
Other, net | ||||
Changes in operating assets and liabilities, net of effects of business acquisitions: | ||||
Accounts receivable | (1) | |||
Contract assets | (113) | |||
Inventories | (4) | |||
Prepaid expenses and other current assets | (18) | |||
Accounts payable | 12 | |||
Accrued liabilities and income taxes payable | 65 | |||
Contract liabilities | 3 | |||
Other assets and liabilities | (44) | |||
Net cash provided by operating activities | 145 | |||
Cash flows from investing activities: | ||||
Acquisitions, net of cash acquired | (6) | |||
Purchases of property and equipment | (53) | |||
Proceeds from sales of property, equipment, held for sale assets, and businesses | 7 | |||
Advances on related-party and other notes receivable | (4) | |||
Payments received on related-party and other notes receivable | 5 | |||
Proceeds from sale of marketable securities, net | ||||
Net cash used in investing activities | (51) | |||
Cash flows from financing activities: | ||||
Net short-term debt | 76 | |||
Proceeds from long-term borrowings | ||||
Payments on long-term borrowings | (17) | |||
Repurchase of common shares | ||||
Payments of acquisition-related consideration | (16) | |||
Deferred financing costs paid | ||||
Proceeds from share issuance and warrant exercises | ||||
Restricted shares tendered for taxes | ||||
Distributions paid | (53) | |||
Net cash provided by (used in) financing activities | (10) | |||
Effect of foreign currency exchange rate change on cash and cash equivalents | ||||
Net increase (decrease) in cash, cash equivalents, and restricted cash | 84 | |||
Cash, cash equivalents, and restricted cash, beginning of period | 54 | $ 54 | ||
Cash, cash equivalents, and restricted cash, end of period | 138 | |||
Supplemental schedule of disclosures of cash flow information: | ||||
Cash paid for interest | 19 | |||
Cash paid for income taxes, net of refunds | 7 | |||
Accrued consideration issued in business combinations | ||||
Shares issued to profit sharing plan | ||||
Common shares issued in the APi Acquisition | ||||
Non-cash deferred purchase consideration issued in business combinations |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business | NOTE 1. NATURE OF BUSINESS APi Group Corporation (the “Company”, “APG”, or "APi Group") is a market-leading business services provider of safety, specialty, and industrial services in over 200 locations, primarily in North America and Europe. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation The accompanying consolidated financial statements (the “Financial Statements”) include the accounts of the Company and of 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 of October 1, 2019, 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. 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. 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 U.S. 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 net revenues 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 net revenues 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. The Company continues to monitor short- and long-term impacts of the COVID-19 pandemic. Throughout 2020, the impact of COVID-19 resulted in domino effects of various local, state and national governmental orders, including but not limited to, reduced efficiency in performing work while adhering to physical distancing protocols demanded by COVID-19. Generally, in 2021, with the end of shelter-in-place orders and increases in vaccination rates, the Company continues to experience stabilization and volume improvements as teams and customers have adapted to working in the long-term COVID-19 environment. There can be no assurance this trend, which would allow the Company to recover pre-pandemic volume levels, will continue in a positive manner. The continued impact of COVID-19 on the Company's vendors is evolving and could continue to make it difficult to obtain needed materials at reasonable prices. 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, and required remedial measures. 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, including vaccine mandates or other mitigation efforts . 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 that COVID-19 will have on its businesses, operating results, cash flows and financial condition. Although the Company has made its 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 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. Net revenues 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 investment income and other, net, in the consolidated statements of operations and were a gain (loss) of ($ 3 ) and $ 12 for the years ended December 31, 2021 and 2020 (Successor), respectively; and were immaterial for the year ended December 31, 2019 (Successor) and the period from January 1, 2019 through September 30, 2019 (Predecessor). Translation gains or losses, which are recorded in accumulated other comprehensive income (loss) on the consolidated balance sheets, 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 $ 11 , ($ 9 ), ($ 3 ), and ($ 3 ) for the years ended December 31, 2021, 2020 and 2019 (Successor), and the period from January 1, 2019 through September 30, 2019 (Predecessor), 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 investment income and other, 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. Restricted cash is reported as current restricted cash and other current assets in the consolidated balance sheets. Restricted cash reflects collateral against certain bank guarantees and amounts held in escrow as described in Note 11 - "Debt." 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 , provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to and is composed of the following levels: 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 variable interest rate long-term debt and revolving line of credit facilities approximate their fair values because the variable interest rates of these instruments are generally reset monthly. The fair value of the Company's non-variable interest rate debt is estimated by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy. The fair value of the Company’s derivative instruments designated as hedge instruments 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. 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. Goodwill is not amortized but instead is annually tested for impairment on October 1 each fiscal year, or more frequently if events or circumstances indicate that the carrying amount of 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. The Company evaluates 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 6 – “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. 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 w as $ 3 , $ 14 , $ 5 , and $ 6 , during the years ended December 31, 2021, 2020 and 2019 (Successor), and the period from January 1, 2019 through September 30, 2019 (Predecessor), respectively. The earnings are recorded within investment income and other, net in the consolidated statements of operations. The investment balances were $ 4 and $ 9 as of December 31, 2021 and 2020, 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 intangibles are amortized over their estimated useful lives, which range fro m 2 to 15 years for trade names and customer relationships, and a period of 6 to 36 months for backlog. 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, 2021, and 2020, the Company had accrued $ 64 and $ 59 , respectively, relating to workers’ compensation, general and automobile claims, with $ 42 and $ 37 , respectively, included in other noncurrent liabilities. The Company recorded a receivable from the insurance carriers of $ 8 and $ 7 at December 31, 2021 and 2020, respectively, 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 $ 73 and $ 70 at December 31, 2021 and 2020, respectively. The Company had $ 6 and $ 4 accrued within accrued salaries and wages relating to outstanding health insurance claims at December 31, 2021 and 2020, respectively. 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 is 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. Forfeitures are estimated and recorded using historical forfeiture rates. The Company has an employee stock purchase plan (“ESPP”) under which shares of the Company’s common stock are available for purchase by eligible participants. The plan allows participants to purchase APi Group common stock at 85 % of its fair market value at the lower of (i) the date of commencement of the offering period or (ii) the last day of the exercise period, as defined in the plan documents. The fair value of purchases under the Company’s ESPP is estimated using the Black-Scholes option-pricing valuation model. The determination of fair value of stock-based awards using an option-pricing model is affected by the Company’s stock price as well as assumptions pertaining to several variables, including expected stock price volatility, the expected term of the award and the risk-free rate of interest. In the option-pricing model for the Company’s ESPP, expected stock price volatility is based on historical volatility of the Company’s common stock. The expected term of the award is based on historical and expected exercise patterns and the risk-free rate of interest is based on U.S. Treasury yields. 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 Stock (“Series A Preferred Stock”) 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 Series A Preferred Stock which equate to preferred shares under U.S. GAAP. The Series A Preferred Stock was 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 holders of Series A Preferred Stock are entitled to receive an annual dividend. The potential value of the Series A Preferred Stock dividend was determined to be equity classified in accordance with ASC 718, Compensation – Stock Compensation. See Note 16 – “Shareholders’ Equity”. Warrants The Company issued warrants in 2017 that were determined to be equity classified in accordance with ASC 815, Derivatives and Hedging (See Note 16 – “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 Series A Preferred Stock is participating securities as the Series A Preferred Stock participates 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 Series A Preferred Stock. Under this method, net income applicable to holders of common shares is first reduced by the amount of dividends declared on Series A Preferred Stock in the current period with remaining undistributed earnings allocated on a pro rata basis to the holders of common and Series A Preferred Stock to the extent that each class may share income for the period; whereas undistributed net loss is allocated to common shares because holders of Series A Preferred Stock are not contractually obligated to share the loss. Revenue recognition and contract costs Refer to Note 5 – “Net Revenues”, 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, 2021 consolidated financial statements. The effective tax rate has increased 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, 2021 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS Accounting standards issued and adopted In January 2020, the Financial Accounting Standards Board (“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” ) to clarify the interaction in accounting for equity securities under Topic 321, investments accounted for under the equity method of accounting in Topic 323, and the accounting for certain forward contracts and purchased options accounted for under Topic 815. ASU 2020-01 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020 with early adoption permitted. The Company adopted this ASU on January 1, 2021 and it did no t have a material impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which eliminates certain exceptions to the existing guidance for income taxes related to the approach for intra-period tax allocations, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This ASU also simplifies the accounting for income taxes by clarifying and amending existing guidance related to the effects of enacted changes in tax laws or rates in the effective tax rate computation, the recognition of franchise tax, and the evaluation of a step-up in the tax basis of goodwill, among other clarifications. ASU 2019-12 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020 with early adoption permitted. The Company adopted this ASU on January 1, 2021 and it did not have a material impact on the Company's consolidated financial statements. Accounting standards issued but not yet adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which helps limit the accounting impact from contract modifications, including hedging relationships, due to the transition from the London Interbank Offering Rate ("LIBOR") to alternative reference rates, such as the Secured Overnight Financing Rate, that are completed by December 31, 2022. The Company does not expect a significant impact to operating results, financial position or cash flows from the transition from LIBOR to alternative reference interest rates, but will continue to monitor the impact of this transition until it is completed. 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) , which simplifies the accounting for certain convertible instruments, amends guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share (EPS) calculations as a result of these changes. These changes will be effective for the Company as of January 1, 2022 and is not expected to have a material impact on its consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"), which improves comparability after business combinations by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. ASU 2021-08 is effective for the Company on January 1, 2023, with early adoption permitted. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | NOTE 4. BUSINESS COMBINATIONS 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 deemed reasonable by the Company. The Company engages third-party valuation specialists to assist with preparation of critical assumptions and calculations of the fair value of acquired intangible assets in connection with significant acquisitions. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed is recorded as goodwill. Goodwill is attributable to the workforce of the acquired businesses, the complementary strategic fit and resulting synergies these businesses bring to existing operations, and the opportunities in new markets expected to be achieved from the expanded platform. 2021 Acquisitions During 2021, the Company completed the acquisitions of Premier Fire & Security, Inc. ("Premier Fire"), and Northern Air Corporation ("NAC"), both include d in the Safety Services segment, as well as several other individually immaterial acquisitions. Total purchase consideration for all of the completed acquisitions of $ 111 consisted of cash paid at closing of $ 93 , gross cash acquired of $ 7 , and accrued consideration of $ 18 . The results of operations of these acquisitions are included in the Company’s consolidated statements of operations from their respective dates of acq uisition. Net revenues and operating inc ome from material acquisitions were $ 37 and $ 1 , resp ectively, for the year ended December 31, 2021. The Company has not finalized its accounting for all material acquisitions that occurred during 2021. The areas of the purchase price allocation that are not yet finalized for the July 1, 2021 acquisition of Premier Fire include the valuation of intangible assets and income tax related matters. Likewise, the areas of the purchase price allocation that are not yet finalized for the November 1, 2021 acquisition of NAC include the valuation of property and equipment, intangible assets, inventory, insurance reserves, and income tax related matters. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required. Based on preliminary estimates, the total amount of goodwill from the 2021 acquisitions expected to be deductible for tax purposes is $ 45 . See Note 6 – “Goodwill and Intangibles” for the provisional goodwill assigned to each segment. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the dates of acquisition: Premier Fire NAC Other 2021 Cash paid at closing $ 32 $ 36 $ 25 Accrued consideration 7 4 7 Total consideration $ 39 $ 40 $ 32 Cash $ 3 $ 2 $ 2 Current assets 10 22 6 Property and equipment 1 2 2 Intangible assets, net 14 15 7 Goodwill 17 11 19 Current liabilities ( 6 ) ( 12 ) ( 4 ) Net assets acquired $ 39 $ 40 $ 32 2020 Acquisitions During 2020, the Company completed the acquisition of SK FireSafety (“SKG”) within the Safety Services segment 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 of $ 10 , and $ 5 of accrued consideration that may be paid out in 1 - 2 years from date of acquisition. 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 U.S. The Company has finalized its accounting for all 2020 acquisitions. During 2021, the Company recorded a measurement period adjustment, primarily related to intangible assets and goodwill, for which the resulting impact to amortization expense was immaterial. Based on final purchase price allocations, the total amount of goodwill from the 2020 acquisitions expected to be deductible for tax purposes is $ 20 . The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition: Cash paid at closing $ 329 Accrued consideration 5 Total consideration $ 334 Cash $ 10 Current assets 76 Property and equipment 12 Customer relationships 82 Trade names and trademarks 16 Contractual backlog 1 Goodwill 215 Other noncurrent assets 14 Current liabilities ( 54 ) Noncurrent liabilities ( 38 ) Net assets acquired $ 334 Accrued consideration The Company’s acquisition purchase agreements typically include deferred payment provisions, often to sellers who become employees of the Company. The provisions are made up of three general types of arrangements, contingent compensation and contingent consideration (both of which are contingent on the future performance of the acquired entity) and deferred payments related to indemnities. Contingent compensation arrangements are typically contingent on the former owner’s future employment with the Company, and the related amounts are recognized over the required employment period, which is typically three to five years . Contingent consideration arrangements are not contingent on employment and are recorded as purchase consideration at the time of the initial acquisition and are paid over a three to five year period. The liability for deferred payments is recognized at the date of acquisition based on the Company’s best estimate and is typically payable over a twelve to twenty-four month period. Deferred payments are not contingent on any future performance or employment obligations and can be offset for working capital true-ups, and representations and warranty items. The total contingent compensation arrangement liability w as $ 12 and $ 39 at December 31, 2021 and 2020, respectively. The maximum payout of these arrangements upon completion of the future performance periods was $ 57 and $ 85 , inclusive of the $ 12 and $ 39 , accrued as of December 31, 2021 and 2020, respectively. The contingent compensation liability is included in contingent consideration and compensation liabilities in the consolidated balance sheets 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 contingent consideration obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings. For additional considerations regarding the fair value of the Company's contingent consideration liabilities, see Note 7 - "Fair Value of Financial Instruments." The total liability for deferred payments was $ 15 an d $ 16 at December 31, 2021 and 2020, respectively, and is included in contingent consideration and compensation liabilities in the consolidated balance sheets for all periods presented. |
Net Revenues
Net Revenues | 12 Months Ended |
Dec. 31, 2021 | |
Revenues [Abstract] | |
Net Revenues | NOTE 5. NET REVENUES Under ASC 606, Revenue from Contracts with Customers ("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. Net revenues are primarily recognized by the Company over time utilizing the cost-to-cost measure of progres s. Net revenues recognized at a point in time primarily relate to distribution contracts and were not material for the years ended December 31, 2021, 2020, and 2019 (Successor), and the period from January 1, 2019 through September 30, 2019 (Predecessor), respectively. Contracts with customers The Company derives net revenues primarily from 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 material, 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 revenues are recognized on a gross basis. Net revenues for fixed price agreements are generally recognized over time using the cost-to-cost method of accounting, which measures progress based on the cost incurred relative 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 and 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 revenues. Labor costs are considered to be incurred as the work is performed. Subcontractor labor is recognized as the work is performed. Net revenues from time and material contracts are recognized as the services are provided and is equal to the sum of the contract costs incurred plus an agreed upon markup. Net revenues earned from distribution contracts are recognized upon shipment or performance of the service. The cost estimation process for recognizing net revenues over time under the cost-to-cost method is based on the professional knowledge and experience of the Company’s project managers, engineers and finance 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 net revenues 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 net revenues primarily by segment, service type, and country from which revenues are invoiced, as the nature, timing and uncertainty of cash flows are relatively consistent within each of these categories. Disaggregated net revenues information is as follows: Year Ended December 31, 2021 (Successor) Safety Specialty Industrial Corporate and Consolidated Life Safety $ 1,643 $ — $ — $ — $ 1,643 Heating, Ventilation and Air Conditioning ("HVAC") 437 — — — 437 Infrastructure/Utility — 791 — — 791 Fabrication — 248 — — 248 Specialty Contracting — 614 — — 614 Transmission — — 205 — 205 Civil — — 72 — 72 Corporate and Eliminations — — — ( 70 ) ( 70 ) Net revenues $ 2,080 $ 1,653 $ 277 $ ( 70 ) $ 3,940 Year Ended December 31, 2020 (Successor) Safety Specialty Industrial Corporate and Consolidated Life Safety $ 1,317 $ — $ — $ — $ 1,317 HVAC 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 Specialty Industrial Corporate and Consolidated Life Safety $ 340 $ — $ — $ — $ 340 HVAC 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 Specialty Industrial Corporate and Consolidated Life Safety $ 1,038 $ — $ — $ — $ 1,038 HVAC 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, 2021 (Successor) Safety Specialty Industrial Corporate and Consolidated United States $ 1,737 $ 1,653 $ 241 $ ( 70 ) $ 3,561 Canada and Europe 343 — 36 — 379 Net revenues $ 2,080 $ 1,653 $ 277 $ ( 70 ) $ 3,940 Year Ended December 31, 2020 (Successor) Safety Specialty Industrial Corporate and 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 Specialty Industrial Corporate and 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 Specialty Industrial Corporate and 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 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 net revenues 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 Company utilizes the practical expedient under ASC 606 and does not disclose unsatisfied performance obligations for service contracts as these contracts generally have an original duration of less than one year. For those contracts with an original duration exceeding one year, the ag gregate amount of transaction price allocated to the performance obligations unsatisfied at December 31, 2021 was $ 638 . The Company expects to recognize revenue on approximately 80 % of the r emaining performance obligations over the next 12 months . 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, 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 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 net revenues 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 net revenues if the ultimate outcome differs from the Company’s previous estimate. For the years ended December 31, 2021, 2020, and 2019 (Successor) and the period from January 1, 2019 through September 30, 2019 (Predecessor), there were no significant reversals of revenues 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 of performance. Contract assets and liabilities The Company typically invoices customers with payment terms of net due in 30 days . It is also common for contracts in the Company's industries to specify 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 projects when revenues are recognized under the cost-to-cost measure of progress and exceeds the amounts invoiced to the Company’s customers, as the amounts cannot be billed under the terms of the Company's contracts. In addition, many of the Company’s time and material arrangements are billed in arrears pursuant to contract terms, resulting in contract assets being recorded as net revenues are recognized in advance of billings. 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, 2021 and 2020, none of the Company’s contracts contained a significant financing component. Contract liabilities from the Company’s contracts arise when amounts invoiced to the Company’s customers exceed net 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 net revenues 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 balances of accounts receivable, net of allowances, contract assets and contract liabilities from contracts with customers as of December 31, 2021, 2020, and 2019 are as follows: Accounts Contract Contract Balance at December 31, 2019 $ 730 $ 245 $ 193 Balance at December 31, 2020 639 142 219 Balance at December 31, 2021 767 217 243 The Company did not recognize significant revenues associated with the final settlement of contract value for any projects 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, 2021 and 2020, retentions receivable wer e $ 117 and $ 122 , respectively, while the portions that may not be received within one year were $ 25 and $ 26 , respectively. There were no other significant changes due to business acquisitions or significant changes in estimates of contract progress or transaction price. There were no significant impairments of contract assets recognized during the period. 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 revenues generated under the contract. Such costs, which are amortized over the life of the respective project, were not material for any period presented. |
Goodwill and Intangibles
Goodwill and Intangibles | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | NOTE 6. GOODWILL AND INTANGIBLES Goodwill The changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2021 and 2020 are as follows: Safety Specialty Industrial Total Goodwill as of December 31, 2019 $ 639 $ 290 $ 51 $ 980 Acquisitions 223 2 — 225 Impairments (2) ( 83 ) ( 52 ) ( 58 ) ( 193 ) Measurement period adjustments and other (1) 127 ( 68 ) 11 70 Goodwill as of December 31, 2020 906 172 4 1,082 Acquisitions 42 5 — 47 Measurement period adjustments and other (1) ( 23 ) — — ( 23 ) Goodwill as of December 31, 2021 $ 925 $ 177 $ 4 $ 1,106 (1) Measurement period adjustments related to the finalization of purchase accounting for material and immaterial acquisitions, primarily including the 2019 APi Acquisition finalized in 2020 and the SKG acquisition finalized in 2021 (see Note 4 - "Business Combinations"). Other includes fluctuations due to foreign currency translation. (2) During the first quarter of 2020, the Company concluded that a triggering event had occurred for all of its reporting units. Pursuant to the authoritative literature, the Company performed an impairment test and recorded an impairment charge to reflect the impairment of its goodwill. As of December 31, 2020, the Company had recorded accumulated goodwill impairment charges of $ 193 . The impairment charge of $ 83 recorded within the Safety Services segment was recorded within the Life Safety and HVAC 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. The Company's goodwill impairment assessment for 2021 indicated each reporting unit with material goodwill balances had an estimated fair value that significantly exceeded carrying value, except for the SKG reporting unit, which exceeded carrying value by 10 %. A 100 basis point increase in the discount rate used to test goodwill for impairment would not have resulted in an impairment for the SKG reporting unit. Subsequent to our 2021 impairment testing, the Company aggregated the $ 196 million of goodwill in the SKG reporting unit with the Life Safety reporting unit. During 2020, while the Company’s services were largely deemed essential under various governmental orders, 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 energy industry. As a result of these factors and the significant decline in the Company’s market capitalization during the first quarter 2020, the Company concluded 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. During 2020, 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). Intangibles The Company's identifiable intangible assets are comprised of the following as of December 31, 2021 and 2020: December 31, 2021 Weighted Average Remaining Useful Lives Gross Accumulated Net Carrying Amortized intangibles: Contractual backlog 0.8 $ 101 $ ( 97 ) $ 4 Customer relationships 6.4 859 ( 221 ) 638 Trade names 12.7 280 ( 40 ) 240 Total $ 1,240 $ ( 358 ) $ 882 December 31, 2020 Weighted Average Remaining Useful Lives Gross Accumulated Net Carrying Amortized intangibles: Contractual backlog 1.6 $ 101 $ ( 92 ) $ 9 Customer relationships 7.0 823 ( 119 ) 704 Trade names 13.8 274 ( 22 ) 252 Total $ 1,198 $ ( 233 ) $ 965 Approximate annual aggregate amortization expense of the intangibles for the five years subsequent to December 31, 2021, is as follows: Years ending December 31: 2022 $ 127 2023 124 2024 124 2025 123 2026 123 Thereafter 261 Total $ 882 Amortization expense recognized on identifiable intangible assets are as follows: Year Ended Year Ended Year Ended Period From 2021 2020 2019 2019 (Successor) (Successor) (Successor) (Predecessor) Cost of revenues $ 5 $ 69 $ 22 $ — Selling, general, and administrative expense 122 113 29 26 Total intangible asset amortization expense $ 127 $ 182 $ 51 $ 26 During the year ended December 31, 2020, the Company finalized the fair value of goodwill and intangible assets related to the APi Acquisition. The measurement period adjustments recorded during the year ended December 31, 2020 resulted in a cumulative reversal to amortization expense that had been recorded earlier in the year. If the final intangible assets fair values had been known at the date of the APi Acquisition, amortization expense would have increased by $ 5 to $ 187 for the year ended December 31, 2020. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 7. FAIR VALUE OF FINANCIAL INSTRUMENTS 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 quarterly) are derivative instruments, which are primarily included in other noncurrent liabilities, and contingent consideration, which is primarily included in contingent consideration and compensation liabilities in the consolidated balance sheets. 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, 2021 and 2020: Fair Value Measurements at December 31, 2021 Assets (liabilities) Level 1 Level 2 Level 3 Total Derivatives designated as hedge instruments Cross currency swaps $ — $ 6 $ — $ 6 Interest rate swaps — ( 11 ) — ( 11 ) Net investment hedges — 12 — 12 Derivatives not designated as hedge instruments Foreign currency contracts — — — — Contingent consideration obligations — — ( 4 ) ( 4 ) $ — $ 7 $ ( 4 ) $ 3 Fair Value Measurements at December 31, 2020 Assets (liabilities) Level 1 Level 2 Level 3 Total Derivatives designated as hedge instruments Interest rate swaps $ — $ ( 35 ) $ — $ ( 35 ) Derivatives not designated as hedge instruments Foreign currency contracts — ( 9 ) — ( 9 ) Contingent consideration obligations — — ( 7 ) ( 7 ) $ — $ ( 44 ) $ ( 7 ) $ ( 51 ) The Company determines the fair value of its derivative instruments designated as hedge instruments 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) 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 Year Ended Year Ended Period From 2021 2020 2019 2019 (Successor) (Successor) (Successor) (Predecessor) Balance at beginning of period $ 7 $ 7 $ — $ 13 Issuances 3 — 8 — Settlements ( 6 ) ( 4 ) — ( 3 ) Adjustments to fair value — 4 ( 1 ) ( 1 ) Balance at end of period $ 4 $ 7 $ 7 $ 9 Number of open contingent consideration arrangements at the end of period 3 3 5 9 Maximum potential payout at end of period $ 5 $ 7 $ 11 $ 13 At December 31, 2021, the remaining open contingent consideration arrangements are set to expire at various dates thr ough 2023. 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 year ended December 31, 2021. Fair value estimates The following table presents the carrying amount and fair value of the Company’s non-variable interest rate debt (“4.125% Senior Notes,” and "4.750% Senior Notes," as defined in Note 11 – “Debt”), including current portion and excluding unamortized debt issuance costs, which is estimated by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy. The carrying values of variable interest rate long-term debt, including current portions and excluding accrued interest, approximate their fair values because of the variable interest rates of these instruments, which generally are reset monthly. December 31, 2021 December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value 4.750 % Senior Notes $ 350 $ 348 $ — $ — 4.125 % Senior Notes 300 305 — — |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivatives | NOTE 8. DERIVATIVES The Company uses foreign currency forward contracts, cross currency swaps, and interest rate swap agreements to manage risks associated with foreign currency exchange rates, interest rates, and net investments in foreign operations. The Company does not hold derivative financial instruments of a speculative nature or for trading purposes. The Company records derivatives as assets and liabilities on the balance sheet at fair value. Changes in fair value are recognized immediately in earnings unless the derivative qualifies and is designated as a hedge. Cash flows from derivatives are classified in the statement of cash flows in the same category as the cash flows from the items subject to designated hedge or undesignated (economic) hedge relationships. The Company evaluates hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be effective, hedge accounting is discontinued. The Company is exposed to credit risk in the event of nonperformance of counterparties for foreign currency forward exchange contracts and interest rate swap agreements. The Company monitors its exposure to credit risk by using credit approvals and credit limits and by selecting major global banks and financial institutions as counterparties. The Company does not anticipate nonperformance by any of these counterparties, and therefore, recording a valuation allowance against the Company's derivative balance is not considered necessary. The Company does not enter into derivative transactions for trading purposes, and is not party to any derivatives that require collateral to be posted prior to settlement. Cash flow hedges Cross currency swaps The Company entered into cross-currency swaps designated as a cash flow hedge with gross notional U.S. dollar equivalent amount of $ 120 . The fair value of the cross-currency swaps was an asset of $ 6 as of December 31, 2021. Currency exchange contracts utilized to maintain the functional currency value of expected financial transactions denominated in foreign currencies are designated as cash flow hedges. Gains and losses related to changes in the market value of these contracts are reported as a component of accumulated other comprehensive income (loss) (“AOCI”) within shareholders’ equity in the consolidated balance sheets and reclassified to earnings in the same line item in the consolidated statements of operations and in the same period as the recognition of the underlying hedged transaction. The Company periodically assesses whether its currency exchange contracts are effective, and when a contract is determined to be no longer effective as a hedge, the Company discontinues hedge accounting prospectively. 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 statements of operations. The Company elected a method that does not require continuous evaluation of hedge effectiveness. At December 31, 2021, the Company had a 5-year $ 720 notional amount interest rate swap with a maturity date of October 2024 which effectively provides a fixed LIBOR of 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. Variations in the liability balance are primarily driven by changes in the applicable forward yield curves related to LIBOR. The fair value of the interest rate swap designated as a hedging instrument was a liability of $ 11 and $ 35 as of December 31, 2021 and 2020, respectively. Net investment hedge The Company has net investments in foreign subsidiaries subject to changes in foreign currency exchange rates. The Company entered into a $ 230 notional foreign currency swap designated as a net investment hedge for a portion of the Company’s net investments in Euro-denominated subsidiaries. Gains and losses resulting from a change in fair value of the net investment hedge are offset by gains and losses on the underlying foreign currency exposure and are included in AOCI in the consolidated balance sheets. The Company amended the critical terms of the foreign currency swap by extending the maturity date and modifying the U.S. dollar and Euro coupons. The amended swap was redesignated as a net investment hedge as a result of the amendment, recorded at fair value with changes recorded in AOCI, and the initial net investment hedge was dedesignated. The amended net investment hedge reduces the Company’s interest expense by approximately $ 3 annually and reduces its overall effective interest rate by approximately 24 basis points. The fair value of the amended net investment hedge was an asset of $ 12 as of December 31, 2021. The present value as of the date of designation of the dedesignated swap is recorded in AOCI on the consolidated balance sheets. The fair value previously recognized in AOCI related to interest rate movements of the dedesignated swap is being amortized to interest expense on a straight-line basis through the third quarter 2029. The amount amortized from AOCI into interest expense during the year ended December 31, 2021 was less than $ 1 . As of December 31, 2021, approximately $ 5 of unrealized pre-tax gains remained in AOCI. 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. Fair market value gains or losses on foreign currency contracts not designated as hedging instruments were included in the results of operations and are classified in investment income and other, net in the consolidated statements of operations. The Company recognized income of $ 1 and expense of $ 9 in investment income and other, net, during the years ended December 31, 2021, and 2020, respectively, related to derivatives not designated as hedging instruments. As of December 31, 2021, and 2020, foreign currency contracts carried a liability ba lance of less than $ 1 and $ 9 , respectively, and an asset balance of less than $ 1 for both periods. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | NOTE 9. PROPERTY AND EQUIPMENT, NET The components of property and equipment as of December 31, 2021 and 2020 are as follows: Estimated December 31, December 31, Land N/A $ 26 $ 26 Building 39 77 76 Machinery and equipment 2 - 20 228 217 Autos and trucks 5 - 10 106 92 Office equipment 3 - 7 26 24 Leasehold improvements 1 - 15 18 14 Total cost 481 449 Accumulated depreciation ( 155 ) ( 94 ) Property and equipment, net $ 326 $ 355 Depreciation expense related to property and equipment, including finance leases, was $ 75 , $ 81 , $ 18 , and $ 52 during the years ended December 31, 2021, 2020 and 2019 (Successor), and the period from January 1, 2019 through September 30, 2019 (Predecessor), respectively. Depreciation expense is included within cost of revenues and selling, general and administrative expenses in the consolidated statements of operations. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | NOTE 10. LEASES 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, Leases ("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 1 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 right-of-use ("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. When material leases are acquired in business combinations, the Company is 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 is performed as of the date of acquisition. The ROU assets are 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 improved slightly at BB- and Ba2, respectively, in the credit ratings that were released in September 2021. 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 U.S. 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 2021, which ranged from ( 0.09 )% to 5.62 % across all currencies for the 1-year through 30-year tenor. 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, 2021 2020 2019 2019 (Successor) (Successor) (Successor) (Predecessor) Operating lease cost $ 35 $ 34 $ 7 $ 26 Finance lease cost - amortization of right-of-use assets 2 1 — — Short-term lease cost 26 28 9 20 Variable lease cost 6 4 1 5 Total lease cost $ 69 $ 67 $ 17 $ 51 Supplemental consolidated statements of cash flows information related to leases is as follows: Years Ended December 31, Period from January 1, 2019 through September 30, 2021 2020 2019 2019 (Successor) (Successor) (Successor) (Predecessor) Cash paid for amounts included in measurement of lease liabilities: Operating cash outflows - payments on operating leases $ 35 $ 33 $ 7 $ 26 Financing cash outflows - payments on finance leases 18 1 — 2 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 26 $ 32 $ 111 $ 22 Finance leases 3 4 17 2 Included within ROU assets obtained in exchange for new lease obligations during the year ended December 31, 2020, there were $ 14 and $ 3 of operating and financing leases, respectively, which were adjusted to fair value as part of the SKG Acquisition. Included within ROU assets obtained in exchange for new lease obligations during the year ended December 31, 2019 (Successor), there were $ 102 and $ 15 of operating and financing leases, respectively, which were adjusted to fair value as part of the APi Acquisition. Supplemental consolidated balance sheets information related to leases is as follows: Years Ended December 31, 2021 2020 Finance leases: Building and land $ — $ 15 Machinery and equipment 5 6 Accumulated depreciation — ( 1 ) Property and equipment, net $ 5 $ 20 Weighted-average remaining lease term: Operating leases 6.0 years 6.0 years Finance leases 2.8 years 1.7 years Weighted-average discount rate: Operating leases 3.4 % 3.5 % Finance leases 2.3 % 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 sheets as of December 31, 2021 is as follows: Operating Leases Finance Leases Total Years ending December 31: 2022 $ 27 $ 3 $ 30 2023 22 1 23 2024 17 1 18 2025 13 — 13 2026 9 — 9 Thereafter 24 — 24 Total lease payments 112 5 117 Less imputed interest 11 — 11 Total present value of lease liabilities $ 101 $ 5 $ 106 Operating and finance leases - current $ 24 $ 3 $ 27 Operating and finance leases - non-current 77 2 79 Total present value of lease liabilities $ 101 $ 5 $ 106 The Company leases office and operating facilities from various parties that are in management positions at certain businesses and the Company incurred rent expense, including real estate taxes and operating costs of approxima tely $ 5 and $ 5 during the years ended December 31, 2021 and 2020 (Successor), respectively, under these arrangements. Rent expense for these agreements was no t 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, 2021 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 11. DEBT Debt obligations consist of the following: Maturity Date December 31, December 31, Term Loan Facility 2019 Term Loan October 1, 2026 $ 1,140 $ 1,188 Revolving Credit Facility October 1, 2024 — — 2020 Term Loan October 1, 2026 — 250 Senior Notes 4.125 % Senior Notes July 15, 2029 350 — 4.750 % Senior Notes October 15, 2029 300 — Other Obligations 1 5 Total debt obligations 1,791 1,443 Less: unamortized deferred financing costs ( 24 ) ( 28 ) Total debt, net of deferred financing costs 1,767 1,415 Less: short-term and current portion of long-term debt ( 1 ) ( 18 ) Long-term debt, less current portion $ 1,766 $ 1,397 Term loan facility As of December 31, 2021, the Company h ad $ 1,140 of principal outstanding under the 2019 Term Loan. As of December 31, 2021, the Company had a 5-year interest rate swap with respect to $ 720 of notional value of the 2019 Term Loan, exchanging one-month LIBOR for a fixed rate of 1.62 % per annum. Accordingly, the Company's fixed interest rate per annum on the swapped $ 720 notional value of the 2019 Term Loan is 4.12 % through its maturity. The remaining $ 420 of the 2019 Term Loan balance is currently bearing interest at 2.59 % p er annum based on one-month LIBOR plus 250 basis points, but the rate will fluctuate as LIBOR fluctuates . Refer to Note 8 - "Derivatives" for additional information. The interest rate applicable to borrowings under the $ 300 five-year senior secured revolving credit facility (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 %. At December 31, 2021 and 2020, the Company had no amounts outstanding under the Revolving Credit Facility, and $ 227 and $ 230 was available at December 31, 2021 and 2020, respectively, after giving effect to $ 73 and $ 70 of outstanding letters of credit. In connection with the 4.750% Senior Notes (discussed below), the Company repaid t he 2020 Term Loan and prepaid a portion of the 2019 Term Loan. As a result of these principal payments, the Company incurred a loss on debt extinguishment of $ 9 related to unamortized debt issuance costs, which was recorded within loss on debt extinguishment in the consolidated statements of operations. As of December 31, 2021 and 2020, the Company was in compliance with all applicable debt covenants. Senior notes 4.125% Senior Notes The Company completed a private offering of $ 350 aggregate principal amount of 4.125 % Senior Notes due 2029 (the “4.125% Senior Notes”) issued under an indenture dated June 22, 2021 (the “4.125% Senior Notes Indenture”). The 4.125% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company’s existing and future domestic subsidiaries. The Company used the net proceeds from the sale of the 4.125% Senior Notes to repay the $ 250 million 2020 Term Loan, prepay a portion of the 2019 Term Loan and fund general corporate purposes. 4.750% Senior Notes The Company completed a private offering of $ 300 aggregate principal amount of 4.750 % Senior Notes due 2029 (the "4.750% Senior Notes"), issued under an indenture, dated October 21, 2021 (as supplemented by a supplemental indenture, dated as of January 3, 2022, the "4.750% Senior Notes Indenture"). The Company used the net proceeds from the sale of the 4.750% Senior Notes to finance a portion of the consideration for the acquisition of Chubb Fire and Security (the "Chubb Acquisition") and related fees and expenses, which closed on January 3, 2022. The gross proceeds from the offering were held in an escrow account as of December 31, 2021 and classified within restricted cash on the consolidated balance sheets. Upon closing of the Chubb Acquisition, the funds were released from escrow and at that time the 4.750% Senior Notes were fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company’s existing and future subsidiaries. Senior notes indentures The 4.125% Senior Notes Indenture and 4.750% Senior Notes Indenture contain customary terms and provisions (including representations, covenants, and conditions). Certain covenants, among other things, restrict the Company's, and restricted subsidiaries’, ability to (i) incur additional indebtedness; (ii) pay dividends or make other distributions or repurchase or redeem capital stock; (iii) prepay, redeem or repurchase certain debt; (iv) make loans and investments; (v) sell, transfer and otherwise dispose of assets; (vi) incur or permit to exist certain liens; (vii) enter into transactions with affiliates; (viii) enter into agreements restricting subsidiaries’ ability to pay dividends; and (ix) consolidate, amalgamate, merge or sell all or substantially all assets. The 4.125% Senior Notes Indenture and 4.750% Senior Notes Indenture also contain customary events of default. The Company was in compliance with all covenants contained in the 4.125 % Senior Notes and 4.750 % Senior Notes as of December 31, 2021. Other obligations As of December 31, 2021 and 2020, the Compa ny had $ 1 and $ 5 in notes outstanding, respectively, for the acquisition of equipment and vehicles. Amounts outstanding under these notes are included in the table below, with $ 1 maturing in 2022, and less than $ 1 maturing in the years ending 2023, 2024, and 2025. Approximate annual maturities, excluding amortization of debt issuance costs, of the Company’s financing arrangements for years subsequent to December 31, 2021, are as follows: Years Ending December 31: 2022 $ 1 2023 — 2024 — 2025 12 2026 1,128 Thereafter 650 Total $ 1,791 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 12. INCOME TAXES For the years ended December 31, 2021, 2020, and 2019 (Successor), and the period from January 1, 2019 through September 30, 2019 (Predecessor), the components of income (loss) before income taxes are as follows: Year Ended Year Ended Year Ended Period From 2021 2020 2019 2019 (Successor) (Successor) (Successor) (Predecessor) U.S. earnings (loss) $ 54 $ ( 180 ) $ ( 153 ) $ 86 Foreign earnings (loss) 25 ( 4 ) 2 7 Total earnings (loss) $ 79 $ ( 184 ) $ ( 151 ) $ 93 The income tax provision (benefit) for the years ended December 31, 2021, 2020, and 2019 (Successor), and the period from January 1, 2019 through September 30, 2019 (Predecessor), consisted of the following: Year Ended Year Ended Year Ended Period From 2021 2020 2019 2019 (Successor) (Successor) (Successor) (Predecessor) Current: U.S. federal $ 9 $ 17 $ — $ — State 8 19 3 2 Foreign 9 7 2 5 Total current tax provision $ 26 $ 43 $ 5 $ 7 Deferred: U.S. federal $ 6 $ ( 50 ) $ — $ — State 2 ( 20 ) ( 1 ) — Foreign ( 2 ) ( 4 ) ( 2 ) — Total current tax provision (benefit) $ 6 $ ( 74 ) $ ( 3 ) $ — Total income tax provision (benefit) $ 32 $ (31 ) $ 2 $ 7 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 Year Ended Through December 31, December 31, December 31, September 30, 2021 2020 2019 2019 (Successor) (Successor) (Successor) (Predecessor) Expected provision (benefit) at statutory federal rate $ 17 21.0 % $ ( 39 ) 21.0 % $ ( 32 ) 21.0 % $ 20 21.0 % Deferred remeasurement — 0.0 % — 0.0 % 33 ( 21.5 )% — 0.0 % State tax, net of federal benefit 8 10.1 % ( 6 ) 2.6 % 1 ( 0.7 )% 2 1.9 % S-corporation exclusion — 0.0 % — 0.0 % — 0.0 % ( 18 ) ( 19.4 )% Foreign rate differential 1 1.3 % — 0.0 % — 0.0 % — 0.0 % Valuation allowance — 0.0 % 4 ( 1.2 )% — ( 0.2 )% 2 1.9 % Transaction costs 4 5.1 % 1 ( 0.5 )% — 0.0 % — 0.0 % Permanent differences and other 2 2.5 % 9 ( 4.5 )% — 0.1 % 1 2.1 % Total provision (benefit) for income taxes $ 32 40.0 % $ ( 31 ) 17.4 % $ 2 ( 1.3 )% $ 7 7.5 % The components of deferred tax assets and liabilities consisted of the following: December 31, December 31, 2021 2020 Deferred tax assets: Operating and finance lease liabilities $ 28 $ 28 Accrued compensation 29 30 Accrued expenses 23 21 Net operating loss carryforwards 4 3 Goodwill 16 35 Amortization on identified intangibles 15 2 Contingent consideration and compensation liabilities 7 9 Derivatives 1 9 Other 2 6 Gross deferred tax assets 125 143 Valuation allowance ( 3 ) ( 4 ) Net deferred tax assets $ 122 $ 139 Deferred tax liabilities: Depreciation on fixed assets $ 49 $ 53 Goodwill — — Amortization on identified intangibles — — Operating lease right of use assets 28 28 Deferred payments 3 3 Withholding taxes on foreign earnings 10 10 Other 2 1 Deferred tax liabilities $ 92 $ 95 Net deferred tax assets (liabilities) $ 30 $ 44 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, 2021 and 2020, valuation allowances of $ 3 and $ 4 were recorded against certain deferred tax assets of the Company’s foreign subsidiaries. As of December 31, 2021, the Company had gross federal, state and foreign net operating loss carryforwards of approximately $ 0 , $ 32 and $ 10 , respectively. The state net operating loss carryforwards have carryforward periods of five to twenty years and begin to expire in 2027 . 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 2036 . The Company is not permanently reinvested in its undistributed foreign earnings. In light of subsequent events, the Company is currently evaluating its permanent reinvestment assertion. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year Ended Year Ended Year Ended Period From 2021 2020 2019 2019 (Successor) (Successor) (Successor) (Predecessor) Gross unrecognized tax benefits as of the beginning of the period $ 3 $ 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 ) ( 1 ) — — Foreign currency translation adjustments — — — — Gross unrecognized tax benefits as of the end of the period $ 2 $ 3 $ 4 $ 4 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, 2021 and 2020, respectively. During the years ended December 31, 2021, 2020, and 2019 (Successor), and the period from January 1, 2019 through September 30, 2019 (Predecessor), the Company did no t recognize net interest expense. If all of the Company’s unrecognized tax benefits as of December 31, 2021 were recognized, $ 2 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. The U.S. federal jurisdiction exam for the period ended December 31, 2017 closed in the third quarter. An adjustment for $ 1 was agreed to by the Company and the IRS. Because the Company was previously an S corporation, this adjustment passed through to the former shareholders of the Company and does not have an impact on the consolidated financial statements. 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 audits to have a material impact on the consolidated financial statements. On December 27th, 2020, the Consolidated Appropriations Act was signed into law, which included a temporary provision that allows for a 100 percent deduction for business meals expenses purchased from a restaurant between December 31, 2020, and January 1, 2023. The tax law changes in the Consolidated Appropriations Act did not have a material impact on the Company’s income tax provision. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | NOTE 13. EMPLOYEE BENEFIT PLANS Employee stock purchase plan Effective January 1, 2021, most of the Company’s employees in the U.S and Canada, are eligible to participate in the Company’s ESPP. Sales of shares of the Company’s common stock under the ESPP are generally made pursuant to offerings that are intended to satisfy the requirements of Section 423 of the Internal Revenue Code. The plan permits employees of the Company to purchase common stock at 85 % of its fair market value at the lower of (i) the date of commencement of the offering period or (ii) the last day of the exercise period, whichever is lower. Participants are subject to eligibility requirements and may not purchase more than 500 shares in any offering period or more than ten thousand dollars of common stock in a year under the ESPP. During the year ended December 31, 2021, the Company recogn ized $ 3 of expense, and issued 411,320 shares of the Company's common stock related to the ESPP at a weighted-average price per share of $ 14.93 . The total cash proceeds from the ESPP during the year ended December 31, 2021 was $ 6 . As of December 31, 2021, the Company accrued a liability of $ 5 , which has been recorded as accrued salaries and wages in the consolidated balance sheets, fo r 282,826 shares of the Company's common stock that were issued to employees in January 2022. As of December 31, 2021, there were approximately 8,088,680 shares reserved for future issuance under the ESPP. 401(k) plans 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 recogniz ed $ 11 , $ 11 , $ 2 , and $ 10 , in 401(k) expense during the years ended December 31, 2021, 2020 and 2019 (Successor), and the period from January 1, 2019 through September 30, 2019 (Predecessor), respectively. Profit sharing plans The Company has a trustee-administered, profit sharing retirement plan covering substantially all of the Company's employees in the U.S. not covered by collective bargaining agreements and also has a profit sharing plan for employees in Canada (collectively, “Profit Sharing Plans”). The Profit Sharing Plans provide for annual discretionary contributions in am ounts based on a performance grid as determined by the Company’s directors. In connection with these plans, the Company recognized $ 15 , $ 14 , $ 5 , and $ 9 , in expense for shares distributed to eligible employees during the years ended December 31, 2021, 2020 and 2019 (Successor), and the period from January 1, 2019 through September 30, 2019 (Predecessor), respectively. As of December 31, 2021 and 2020, the Company accrued a liability of $ 15 and $ 14 , respectively, which has been recorded as accrued salaries and wages in the consolidated balance sheets for shares of the Company's common stock. The liability accrued as of December 31, 2020 was settled in common stock during the year ended December 31, 2021. Retirement compensation arrangement 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 Plans. As a result, there were no contributions to the Arrangement during 2021 or 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 and $ 3 of expense for contributions under this for the year ended December 31, 2019 (Successor), and the period from January 1, 2019 through September 30, 2019 (Predecessor), respectively. Multiemployer pension plans The Company participates in several multiemployer pension plans ("MEPP") that provide retirement benefits to certain union employees in accordance with various collective bargaining agreements ("CBA"). 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 no t record any withdrawal liability for the years ended December 31, 2021, 2020 and 2019 (Successor), and the period from January 1, 2019 through September 30, 2019 (Predecessor). The Company’s participation in MEPPs for the year ended December 31, 2021, 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 2021, 2020 and 2019 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. PPA Zone Status (1) FIP/RP Contributions December 31 Status (in millions) More Expiration Plan (Successor) Pending/ (Successor) (Predecessor) Than Surcharge Date of Pension Fund EIN/PN Year-End 2021 2020 2019 Implement 2021 (3) 2020 (3) 2019 (3) 2019 (3) 5% (2) Imposed CBA National Automatic Sprinkler Industry Pension Fund 52-6054620 - 001 12/31/2020 Green Red Red No $ 26 $ 25 $ 7 $ 20 No No 3/31/2025 Twin City Pipe Trades Pension Plan 41-6131800 - 001 4/30/2020 Green Green Green No 9 6 2 6 Yes No 4/30/2022 Sheet Metal Workers' National Pension Fund 52-6112463 - 001 12/31/2020 Yellow Yellow Yellow Yes 6 5 1 3 No No 5/31/2023 Asbestos Workers Local 2 Pension Fund 23-6030054 - 001 12/31/2020 Green Green Green No 6 1 0 1 Yes No 7/31/2022 Boilermaker-Blacksmith National Pension Trust 48-6168020 - 001 12/31/2020 Yellow Yellow Yellow Yes 6 5 1 5 No No 6/30/2023 National Electrical Benefit Fund 53-0181657 - 001 12/31/2020 Green Green Green No 6 7 2 6 No No 6/30/2024 Heavy And General Laborers Local Unions 472 And 172 Of New Jersey Pension Fund 22-6032103 - 001 3/31/2021 Green Green Green No 6 6 2 5 No No 2/29/2024 Plumbers And Pipefitters National Pension Fund 52-6152779 - 001 6/30/2020 Yellow Yellow Yellow Yes 4 3 1 3 No No 6/1/2024 Central Pension Fund Of The IUOE & Participating Employers 36-6052390 - 001 1/31/2021 Green Green Green No 3 3 1 2 No No 5/31/2023 Sheet Metal Workers' Local 10 Pension Fund 41-1562581 - 001 12/31/2020 Green Green Green No 3 2 1 5 Yes No 5/31/2022 Minnesota Laborers Pension Fund 41-6159599 - 001 12/31/2020 Green Green Green No 2 2 0 2 No No 4/30/2023 Building Trades United Pension Trust Fund Milwaukee And Vicinity 51-6049409 - 001 5/31/2020 Green Green Green No 2 3 1 2 No No 5/31/2023 Total other 16 17 5 11 Total $ 95 $ 85 $ 24 $ 71 (1) The zone status represents the most recent available information for the respective MEPP, which may be 2020 or earlier for the 2021 year and 2019 or earlier for the 2020 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) 2021, 2020 and 2019 Successor periods represent the years ended December 31, 2021, 2020 and 2019. Predecessor period represents the period from January 1, 2019 through September 30, 2019. 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 contributions to various MEPP(s) did not significantly increase as a result of acquisitions made since 2019. |
Related-Party Transactions and
Related-Party Transactions and Investments | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions and Investments | NOTE 14. RELATED-PARTY TRANSACTIONS AND INVESTMENTS Annual dividends for Series A Preferred Stock was declared as of December 31, 2021 and 2020 and settled in shares during January 2022 and 2021, respectively. The Company issued 7,539,697 s hares in January 2022 and 12,447,912 shares in January 2021 to Mariposa, a related entity that is controlled by the co-chairperson of the Company’s Board of Directors. In addition, the Company incurred advisory fees of $ 4 during both the years ended December 31, 2021 and 2020, payable to Mariposa Capital, LLC, an entity owned by the co-chairperson of the Company’s Board of Directors. The Company entered into a Securities Purchase Agreement in 2021 with Viking Global Equities Master Ltd. and Viking Global Equities II LP ("Viking Purchasers"), an owner of more than 5 % of the Company's outstanding stock, to sell 200,000 shares of Series B Preferred Stock (as defined in Note 16 - "Shareholders' Equity") for an aggregate purchase price of $ 200 . The Series B Preferred Stock was issued in January 2022 (see Note 20 - "Subsequent Events"). The Company has entered into sales contracts with Royal Oak Enterprises, an entity controlled by the co-chairperson of the Company's Board o f Directors, and recorded $ 8 in net revenues for the year ended December 31, 2021, and as of December 31, 2021 had $ 2 in accounts receivable, net of allowances. From time to time, t he Company also enters into other immaterial related party transactions. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | NOTE 15. CONTINGENCIES 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. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 16. SHAREHOLDERS' EQUITY Preferred Stock Series A Preferred Stock The Company has 4,000,000 shares of Series A Preferred Stock issued and outstanding as of December 31, 2021. The holders of the Series A Preferred Stock 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 "Annual Dividend Amount"). The Annual Dividend Amount is equal to 20 % of the increase in the volume-weighted average market price per share of the Company’s common shares for the last ten trading days of the calendar year, multiplied by 141,194,638 shares. During 2020, the Annual Dividend Amount was calculated based on the Company’s share price appreciation over the initial offering price of $ 10.00 . During 2021, the Annual Dividend Amount was calculated based on the appreciation of the Company’s share price of $ 24.3968 over the highest price previously used in calculating the Annual Dividend Amount of $ 17.8829 . In January 2022, the annual dividend declared as of December 31, 2021 was settled in shares and the Company issued 7,539,697 common shares to the holders of the Series A Preferred Stock. The annual dividend declared as of December 31, 2020 resulted in 12,447,912 shares of common stock issued to the Series A Preferred Stock holders in January 2021. The holders of Series A Preferred Stock 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 Series A Preferred Stock holders will also receive an amount equal to 20 % of the dividend which would be distributable on 141,194,638 o f common shares. All such dividends on the Series A Preferred Stock will be paid at the same time as the dividends on the common shares. Dividends are paid for the term the Series A Preferred Stock is outstanding. Each share of Series A Preferred Stock is convertible into one common share at the option of the holder until the Conversion. If there is more than one holder of Series A Preferred Stock, a holder of Series A Preferred Stock may exercise its rights independently of any other holder of Series A Preferred Stock. The Series A Preferred Stock will be automatically converted into shares of common stock on a one for one basis upon the last day of 2026. In accordance with ASC 718 – Compensation – Stock Compensation , the Annual Dividend Amount based on the market price of the Company’s common shares is akin to a market condition award settled in shares. As any Annual Dividend Amount was only probable upon the APi Acquisition (which was not considered probable until consummated), the fair value of the Annual Dividend Amount measured on the date of issuance of the Series A Preferred Stock was recognized upon consummation of the APi Acquisition as a one-time charge to the statements of operations. The fair value of the Annual Dividend A mount, $ 155 , was measured as of date of issuance using a Monte Carlo method which takes into consideration different stock price paths. 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 16.7 % Probability of Acquisition 83.3 % Time to Acquisition 1.5 years Volatility (post-Acquisition) 35.1 % Risk free interest rate 2.3 % The Series A Preferred Stock carries the same voting rights as are attached to the common shares being one vote per share of Series A Preferred Stock and were each issued with a warrant equivalent to the warrant issued with each common share. Series B Preferred Stock On January 3, 2022, the Company issued and sold, for an aggregate purchase price of $ 800 , 800,000 shares of the Company’s 5.5% Series B Perpetual Convertible Preferred Stock, par value $ 0.0001 per share (the “Series B Preferred Stock”), pursuant to securities purchase agreements entered into on July 26, 2021 with certain investors (see Note 20 - "Subsequent Events"). The holders of the Series B Preferred Stock are entitled to dividends at the rate of 5.5 % per annum, payable in cash or the Company’s common stock, at the Company's election. The Series B Preferred Stock ranks senior to the Company's common stock and Series A Preferred Stock with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Company. The Series B Preferred Stock is convertible, at the holder’s option, into shares of the Company’s common stock at a conversion price equal to $ 24.60 per share, subject to certain customary adjustments. The holders of Series B Preferred Stock have certain other rights including voting rights on an as-converted basis, certain pre-emptive rights on private equity offerings by the Company, certain registration rights, and, in the case of certain holders, certain director designation rights, as provided in the certificate of designation governing the Series B Preferred Stock. The Company may, at its option, effect conversion of the outstanding shares of Series B Preferred Stock to common stock, but only if the volume-weighted average price of the Company's common stock exceeds $ 36.90 per share for 15 consecutive trading day s. The net proceeds from the Series B Preferred Stock issuance were used to fund a portion of the consideration for the Chubb Acquisition. The Series B Preferred Stock issuance closed concurrently with the closing of the Chubb Acquisition, on January 3, 2022. Common shares During September 2021, the Company issued 22,716,049 shares of the Company’s common stock in a public underwritten offering. The proceeds from this offering totaled approximately $ 446 , net of related expenses. The Company used the net proceeds from this offering for general corporate purposes, which includes items such as other business opportunities, capital expenditures and working capital. Warrants As of January 26, 2021, a mandatory redemption event occurred with respect to all of its outstanding warrants. 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, the Company 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. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | NOTE 17. SHARE-BASED COMPENSATION Stock Options The Company maintains a 2019 Equity Incentive Plan (the “2019 Plan”), which allows for grants of share-based awards. At December 31, 2021, there were 14,851,875 share-based awards collectively available for grant under the 2019 Plan. T he 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 2021 (shares in whole numbers and per share values in whole dollars): Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate 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 Granted — — Exercised — — Forfeited — — Outstanding at December 31, 2021 162,500 $ 11.50 2.8 $ 1 Exercisable at December 31, 2021 162,500 $ 11.50 2.8 $ 1 Apart from the options granted in 2017, there were no option exercises or grants for any other Successor periods. Restricted Stock Units and Performance-Based Restricted Stock Units Awards of Restricted Stock Units ("RSUs") and Performance-Based Restricted Stock Units (“PSUs”) are independent of stock option grants and are generally subject to forfeiture if employment terminates prior to vesting. Forfeitures are estimated and recorded using historical forfeiture rates. The time-based RSUs entitle recipients to shares of the Company’s common stock 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 PSUs grant recipients shares of the Company's common stock if the Company achieves adjusted EBITDA margin goals. The PSUs will vest if the applicable performance goal is met at the corresponding target level. The PSUs will cliff vest on December 31, 2023. The following table summarizes the changes in the number of outstanding RSUs and PSUs for 2021 (shares in whole numbers and per share values in whole dollars): Restricted Stock Units Weighted-Average Grant Date Fair Value Per Share Weighted-Average Remaining Contractual Term Outstanding at January 1, 2019 — $ — — Granted 929,266 — 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 Granted 246,677 19.65 Vested ( 493,787 ) — Forfeited ( 100,326 ) 12.78 Outstanding at December 31, 2021 761,126 $ 13.23 1.2 Expected to vest at December 31, 2021 673,481 $ 13.23 1.2 Performance-Based Restricted Stock Units Weighted-Average Grant Date Fair Value Per Share Weighted-Average Remaining Contractual Term Outstanding at December 31, 2020 — $ — — Granted 674,229 19.19 Change in units based on performance expectations ( 13,260 ) 22.01 Vested — — Forfeited ( 108,640 ) 19.18 Outstanding at December 31, 2021 552,329 $ 19.12 2.0 Expected to vest at December 31, 2021 488,728 $ 19.12 2.0 The Company recogniz ed $ 8 and $ 5 of compensation expense during the years ended December 31, 2021 and 2020, respectively, for the RSUs and PSUs. Total unrecognized compensation related to unvested RSUs and PSUs as of December 31, 2021 was approximately $ 14 , which is expected to be recognized over a weighted average period of approximately 1.2 and 2.0 years, respectively. The Company's actual tax benefits realized from the tax deductions related to the vesting of RSUs for the years ended December 31, 2021 and 2020 was $ 3 and less than $ 1 , respectively. 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 statements of operations for the period from January 1, 2019 through September 30, 2019 (Predecessor). |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | NOTE 18. EARNINGS (LOSS) PER SHARE Net income is allocated between the Company’s common shares and other participating securities based on their participation rights. The Series A Preferred Stock (See Note 16 – “Shareholders’ Equity”), represents participating securities. Earnings attributable to Series A Preferred Stock 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 Series A Preferred Stock 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 Series A Preferred Stock and the Series A Preferred Stock dividend are reflected in diluted EPS using the if-converted method and warrants, options, and restricted and performance shares are reflected using the treasury stock method. For periods of net loss attributable to common shareholders, basic and diluted EPS are the same, as the assumed exercise of Series A Preferred Stock, restricted and performance shares, 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, 2021 2020 Net income (loss) $ 47 $ ( 153 ) Less income attributable to Series A Preferred Stock ( 184 ) ( 222 ) Net loss attributable to common shareholders $ ( 137 ) $ ( 375 ) Basic and diluted weighted average shares outstanding (1) 205,758,208 169,482,340 Loss per common share - basic and diluted $ ( 0.67 ) $ ( 2.21 ) (1) The following items were excluded from the calculation of diluted shares as their inclusion would be anti-dilutive: a. For the years ended December 31, 2021 a nd 2020, 4,000,000 shares of Series A Preferred Stock, which are convertible to the same number of common shares. b. For the years ended December 31, 2021 and 2020, 162,500 stock options to purchase the same number of common shares. c. For the years ended December 31, 2021 and 2020, 7,539,697 and 12,447,912 common share equivalents, respectively, which represent the dividend that the Series A Preferred Stock holders are entitled to receive. (See additional description in Note 16 - "Shareholders' Equity") d. For the year ended December 31, 2021, 761,126 RSUs and 552,329 PSUs. For the year ended December 31, 2020, 1,108,562 RSUs. e. For the year ended December 31, 2020, 63,774,398 warrants exercisable to purchase common shares on a 3:1 basis ( 21,258,133 ordinary share equivalents) for which the exercise price exceeded the average market price. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 19. SEGMENT INFORMATION 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, distribution, fabrication and various types of other services primarily in the U.S. 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 design, installation, inspection and service of these integrated systems. The work performed within this segment spans across industries and facilities and includes commercial, education, healthcare, high tech, industrial and special-hazard settings. The Specialty Services segment provides a variety of infrastructure services and specialized industrial plant services, which includes maintenance and repair of critical infrastructure such as underground electric, gas, water, sewer and telecommunications infrastructure. This segment's services include engineering and design, fabrication, installation, maintenance service and repair, and retrofitting and upgrading. Customers within this segment vary from private and public utilities, communications, healthcare, education, transportation, manufacturing, industrial plants and governmental agencies throughout the U.S. The Industrial Services segment provides a variety of services to the energy industry focused on transmission and distribution. This segment's services include 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 – “Significant Accounting Policies”. All intercompany transactions and balances are eliminated in consolidation. Intercompany revenues 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. 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, 2021 (Successor) Safety Specialty Industrial Corporate and Consolidated Net revenues $ 2,080 $ 1,653 $ 277 $ ( 70 ) $ 3,940 EBITDA Reconciliation Operating income (loss) $ 207 $ 102 $ ( 24 ) $ ( 149 ) $ 136 Plus: Investment income and other, net 6 5 4 ( 3 ) 12 Loss on debt extinguishment — — — ( 9 ) ( 9 ) Depreciation 8 41 20 6 75 Amortization 66 45 12 4 127 EBITDA $ 287 $ 193 $ 12 $ ( 151 ) $ 341 Total assets $ 2,170 $ 1,053 $ 246 $ 1,690 $ 5,159 Capital expenditures 6 34 14 1 55 For the Year Ended December 31, 2020 (Successor) Safety Specialty Industrial Corporate and 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 Specialty Industrial Corporate and 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 Specialty Industrial Corporate and 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 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 20. SUBSEQUENT EVENTS On January 3, 2022, the Company completed its previously announced acquisition of the Chubb fire and security business from Carrier Global Corporation for an enterprise value of $ 3,100 . The aggregate consideration paid by the Company consists of approximately $ 2,900 cash and approximately $ 200 of assumed liabilities, and other adjustments. The Company completed the following transactions concurrently with the closing of the Chubb Acquisition on January 3, 2022 to finance a portion of the consideration for the Chubb Acquisition and related fees and expenses: The issuance of 800,000 shares of the Company's Series B Preferred Stock for an aggregate purchase price of $ 800 . The Company amended its credit agreement ("2022 Incremental Amendment") and entered into an incremental $ 1,100 term loan ("2021 Term Loan"), with a maturity date of January 2028 . The interest rate applicable to the 2021 Term Loan is, at the Company's option, either (1) a base rate plus an applicable margin equal to 1.75 % or (2) Stock Eurocurrency rate (adjusted for statutory reserves) plus an applicable margin equal to 2.75 %. The 4.750 % Senior Notes were fully and unconditionally guaranteed on a senior unsecured basis by the Company. The $ 300 aggregate principal amount was released from escrow. Under the 2022 Incremental Amendment, the Company increased the revolving credit facility capacity by an additional aggregate principal amount of $200 to $500 and extended the maturity date to 2026. The interest rate applicable to the revolving credit facility did not change. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 $ 4 $ 1 $ ( 2 ) $ 3 Year ended December 31, 2020 — 4 — 4 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of consolidation The accompanying consolidated financial statements (the “Financial Statements”) include the accounts of the Company and of 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 of October 1, 2019, 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. 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. |
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 U.S. 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 net revenues 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 net revenues 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. The Company continues to monitor short- and long-term impacts of the COVID-19 pandemic. Throughout 2020, the impact of COVID-19 resulted in domino effects of various local, state and national governmental orders, including but not limited to, reduced efficiency in performing work while adhering to physical distancing protocols demanded by COVID-19. Generally, in 2021, with the end of shelter-in-place orders and increases in vaccination rates, the Company continues to experience stabilization and volume improvements as teams and customers have adapted to working in the long-term COVID-19 environment. There can be no assurance this trend, which would allow the Company to recover pre-pandemic volume levels, will continue in a positive manner. The continued impact of COVID-19 on the Company's vendors is evolving and could continue to make it difficult to obtain needed materials at reasonable prices. 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, and required remedial measures. 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, including vaccine mandates or other mitigation efforts . 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 that COVID-19 will have on its businesses, operating results, cash flows and financial condition. Although the Company has made its 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 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. Net revenues 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 investment income and other, net, in the consolidated statements of operations and were a gain (loss) of ($ 3 ) and $ 12 for the years ended December 31, 2021 and 2020 (Successor), respectively; and were immaterial for the year ended December 31, 2019 (Successor) and the period from January 1, 2019 through September 30, 2019 (Predecessor). Translation gains or losses, which are recorded in accumulated other comprehensive income (loss) on the consolidated balance sheets, 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 $ 11 , ($ 9 ), ($ 3 ), and ($ 3 ) for the years ended December 31, 2021, 2020 and 2019 (Successor), and the period from January 1, 2019 through September 30, 2019 (Predecessor), 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 investment income and other, 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. Restricted cash is reported as current restricted cash and other current assets in the consolidated balance sheets. Restricted cash reflects collateral against certain bank guarantees and amounts held in escrow as described in Note 11 - "Debt." |
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 , provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to and is composed of the following levels: 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 variable interest rate long-term debt and revolving line of credit facilities approximate their fair values because the variable interest rates of these instruments are generally reset monthly. The fair value of the Company's non-variable interest rate debt is estimated by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy. The fair value of the Company’s derivative instruments designated as hedge instruments 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. 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. Goodwill is not amortized but instead is annually tested for impairment on October 1 each fiscal year, or more frequently if events or circumstances indicate that the carrying amount of 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. The Company evaluates 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 6 – “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. |
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 w as $ 3 , $ 14 , $ 5 , and $ 6 , during the years ended December 31, 2021, 2020 and 2019 (Successor), and the period from January 1, 2019 through September 30, 2019 (Predecessor), respectively. The earnings are recorded within investment income and other, net in the consolidated statements of operations. The investment balances were $ 4 and $ 9 as of December 31, 2021 and 2020, 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 intangibles are amortized over their estimated useful lives, which range fro m 2 to 15 years for trade names and customer relationships, and a period of 6 to 36 months for backlog. |
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, 2021, and 2020, the Company had accrued $ 64 and $ 59 , respectively, relating to workers’ compensation, general and automobile claims, with $ 42 and $ 37 , respectively, included in other noncurrent liabilities. The Company recorded a receivable from the insurance carriers of $ 8 and $ 7 at December 31, 2021 and 2020, respectively, 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 $ 73 and $ 70 at December 31, 2021 and 2020, respectively. The Company had $ 6 and $ 4 accrued within accrued salaries and wages relating to outstanding health insurance claims at December 31, 2021 and 2020, respectively. |
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 is 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. Forfeitures are estimated and recorded using historical forfeiture rates. The Company has an employee stock purchase plan (“ESPP”) under which shares of the Company’s common stock are available for purchase by eligible participants. The plan allows participants to purchase APi Group common stock at 85 % of its fair market value at the lower of (i) the date of commencement of the offering period or (ii) the last day of the exercise period, as defined in the plan documents. The fair value of purchases under the Company’s ESPP is estimated using the Black-Scholes option-pricing valuation model. The determination of fair value of stock-based awards using an option-pricing model is affected by the Company’s stock price as well as assumptions pertaining to several variables, including expected stock price volatility, the expected term of the award and the risk-free rate of interest. In the option-pricing model for the Company’s ESPP, expected stock price volatility is based on historical volatility of the Company’s common stock. The expected term of the award is based on historical and expected exercise patterns and the risk-free rate of interest is based on U.S. Treasury yields. |
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 Stock (“Series A Preferred Stock”) 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 Series A Preferred Stock which equate to preferred shares under U.S. GAAP. The Series A Preferred Stock was 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 holders of Series A Preferred Stock are entitled to receive an annual dividend. The potential value of the Series A Preferred Stock dividend was determined to be equity classified in accordance with ASC 718, Compensation – Stock Compensation. See Note 16 – “Shareholders’ Equity”. |
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 16 – “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 Series A Preferred Stock is participating securities as the Series A Preferred Stock participates 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 Series A Preferred Stock. Under this method, net income applicable to holders of common shares is first reduced by the amount of dividends declared on Series A Preferred Stock in the current period with remaining undistributed earnings allocated on a pro rata basis to the holders of common and Series A Preferred Stock to the extent that each class may share income for the period; whereas undistributed net loss is allocated to common shares because holders of Series A Preferred Stock are not contractually obligated to share the loss. |
Revenue recognition and contract costs | Revenue recognition and contract costs Refer to Note 5 – “Net Revenues”, 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, 2021 consolidated financial statements. The effective tax rate has increased 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, 2021 | |
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 dates of acquisition: Premier Fire NAC Other 2021 Cash paid at closing $ 32 $ 36 $ 25 Accrued consideration 7 4 7 Total consideration $ 39 $ 40 $ 32 Cash $ 3 $ 2 $ 2 Current assets 10 22 6 Property and equipment 1 2 2 Intangible assets, net 14 15 7 Goodwill 17 11 19 Current liabilities ( 6 ) ( 12 ) ( 4 ) Net assets acquired $ 39 $ 40 $ 32 The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition: Cash paid at closing $ 329 Accrued consideration 5 Total consideration $ 334 Cash $ 10 Current assets 76 Property and equipment 12 Customer relationships 82 Trade names and trademarks 16 Contractual backlog 1 Goodwill 215 Other noncurrent assets 14 Current liabilities ( 54 ) Noncurrent liabilities ( 38 ) Net assets acquired $ 334 |
Net Revenues (Tables)
Net Revenues (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenues [Abstract] | |
Summary of Disaggregated Net Revenues | The Company disaggregates its net revenues primarily by segment, service type, and country from which revenues are invoiced, as the nature, timing and uncertainty of cash flows are relatively consistent within each of these categories. Disaggregated net revenues information is as follows: Year Ended December 31, 2021 (Successor) Safety Specialty Industrial Corporate and Consolidated Life Safety $ 1,643 $ — $ — $ — $ 1,643 Heating, Ventilation and Air Conditioning ("HVAC") 437 — — — 437 Infrastructure/Utility — 791 — — 791 Fabrication — 248 — — 248 Specialty Contracting — 614 — — 614 Transmission — — 205 — 205 Civil — — 72 — 72 Corporate and Eliminations — — — ( 70 ) ( 70 ) Net revenues $ 2,080 $ 1,653 $ 277 $ ( 70 ) $ 3,940 Year Ended December 31, 2020 (Successor) Safety Specialty Industrial Corporate and Consolidated Life Safety $ 1,317 $ — $ — $ — $ 1,317 HVAC 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 Specialty Industrial Corporate and Consolidated Life Safety $ 340 $ — $ — $ — $ 340 HVAC 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 Specialty Industrial Corporate and Consolidated Life Safety $ 1,038 $ — $ — $ — $ 1,038 HVAC 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, 2021 (Successor) Safety Specialty Industrial Corporate and Consolidated United States $ 1,737 $ 1,653 $ 241 $ ( 70 ) $ 3,561 Canada and Europe 343 — 36 — 379 Net revenues $ 2,080 $ 1,653 $ 277 $ ( 70 ) $ 3,940 Year Ended December 31, 2020 (Successor) Safety Specialty Industrial Corporate and 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 Specialty Industrial Corporate and 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 Specialty Industrial Corporate and 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 |
Summary of Accounts Receivable, Net of Allowances, Contract Assets and Contract Liabilities from Contracts with Customers | The balances of accounts receivable, net of allowances, contract assets and contract liabilities from contracts with customers as of December 31, 2021, 2020, and 2019 are as follows: Accounts Contract Contract Balance at December 31, 2019 $ 730 $ 245 $ 193 Balance at December 31, 2020 639 142 219 Balance at December 31, 2021 767 217 243 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes In Carrying Amounts of Goodwill By Reportable Segments | The changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2021 and 2020 are as follows: Safety Specialty Industrial Total Goodwill as of December 31, 2019 $ 639 $ 290 $ 51 $ 980 Acquisitions 223 2 — 225 Impairments (2) ( 83 ) ( 52 ) ( 58 ) ( 193 ) Measurement period adjustments and other (1) 127 ( 68 ) 11 70 Goodwill as of December 31, 2020 906 172 4 1,082 Acquisitions 42 5 — 47 Measurement period adjustments and other (1) ( 23 ) — — ( 23 ) Goodwill as of December 31, 2021 $ 925 $ 177 $ 4 $ 1,106 (1) Measurement period adjustments related to the finalization of purchase accounting for material and immaterial acquisitions, primarily including the 2019 APi Acquisition finalized in 2020 and the SKG acquisition finalized in 2021 (see Note 4 - "Business Combinations"). Other includes fluctuations due to foreign currency translation. (2) During the first quarter of 2020, the Company concluded that a triggering event had occurred for all of its reporting units. Pursuant to the authoritative literature, the Company performed an impairment test and recorded an impairment charge to reflect the impairment of its goodwill. As of December 31, 2020, the Company had recorded accumulated goodwill impairment charges of $ 193 . The impairment charge of $ 83 recorded within the Safety Services segment was recorded within the Life Safety and HVAC 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. |
Summary of Identifiable Intangible Assets | The Company's identifiable intangible assets are comprised of the following as of December 31, 2021 and 2020: December 31, 2021 Weighted Average Remaining Useful Lives Gross Accumulated Net Carrying Amortized intangibles: Contractual backlog 0.8 $ 101 $ ( 97 ) $ 4 Customer relationships 6.4 859 ( 221 ) 638 Trade names 12.7 280 ( 40 ) 240 Total $ 1,240 $ ( 358 ) $ 882 December 31, 2020 Weighted Average Remaining Useful Lives Gross Accumulated Net Carrying Amortized intangibles: Contractual backlog 1.6 $ 101 $ ( 92 ) $ 9 Customer relationships 7.0 823 ( 119 ) 704 Trade names 13.8 274 ( 22 ) 252 Total $ 1,198 $ ( 233 ) $ 965 |
Schedule of Aggregate Amortization Expense of the Intangible | Approximate annual aggregate amortization expense of the intangibles for the five years subsequent to December 31, 2021, is as follows: Years ending December 31: 2022 $ 127 2023 124 2024 124 2025 123 2026 123 Thereafter 261 Total $ 882 |
Summary of Amortization Expense Recognized on Intangible Assets | Amortization expense recognized on identifiable intangible assets are as follows: Year Ended Year Ended Year Ended Period From 2021 2020 2019 2019 (Successor) (Successor) (Successor) (Predecessor) Cost of revenues $ 5 $ 69 $ 22 $ — Selling, general, and administrative expense 122 113 29 26 Total intangible asset amortization expense $ 127 $ 182 $ 51 $ 26 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020: Fair Value Measurements at December 31, 2021 Assets (liabilities) Level 1 Level 2 Level 3 Total Derivatives designated as hedge instruments Cross currency swaps $ — $ 6 $ — $ 6 Interest rate swaps — ( 11 ) — ( 11 ) Net investment hedges — 12 — 12 Derivatives not designated as hedge instruments Foreign currency contracts — — — — Contingent consideration obligations — — ( 4 ) ( 4 ) $ — $ 7 $ ( 4 ) $ 3 Fair Value Measurements at December 31, 2020 Assets (liabilities) Level 1 Level 2 Level 3 Total Derivatives designated as hedge instruments Interest rate swaps $ — $ ( 35 ) $ — $ ( 35 ) Derivatives not designated as hedge instruments Foreign currency contracts — ( 9 ) — ( 9 ) Contingent consideration obligations — — ( 7 ) ( 7 ) $ — $ ( 44 ) $ ( 7 ) $ ( 51 ) |
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 Year Ended Year Ended Period From 2021 2020 2019 2019 (Successor) (Successor) (Successor) (Predecessor) Balance at beginning of period $ 7 $ 7 $ — $ 13 Issuances 3 — 8 — Settlements ( 6 ) ( 4 ) — ( 3 ) Adjustments to fair value — 4 ( 1 ) ( 1 ) Balance at end of period $ 4 $ 7 $ 7 $ 9 Number of open contingent consideration arrangements at the end of period 3 3 5 9 Maximum potential payout at end of period $ 5 $ 7 $ 11 $ 13 |
Summary of Carrying And Fair Value Of Non-Variable Interest Rate Debt | The following table presents the carrying amount and fair value of the Company’s non-variable interest rate debt (“4.125% Senior Notes,” and "4.750% Senior Notes," as defined in Note 11 – “Debt”), including current portion and excluding unamortized debt issuance costs, which is estimated by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy. The carrying values of variable interest rate long-term debt, including current portions and excluding accrued interest, approximate their fair values because of the variable interest rates of these instruments, which generally are reset monthly. December 31, 2021 December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value 4.750 % Senior Notes $ 350 $ 348 $ — $ — 4.125 % Senior Notes 300 305 — — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Summary of Components of Property and Equipment | The components of property and equipment as of December 31, 2021 and 2020 are as follows: Estimated December 31, December 31, Land N/A $ 26 $ 26 Building 39 77 76 Machinery and equipment 2 - 20 228 217 Autos and trucks 5 - 10 106 92 Office equipment 3 - 7 26 24 Leasehold improvements 1 - 15 18 14 Total cost 481 449 Accumulated depreciation ( 155 ) ( 94 ) Property and equipment, net $ 326 $ 355 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 2019 2019 (Successor) (Successor) (Successor) (Predecessor) Operating lease cost $ 35 $ 34 $ 7 $ 26 Finance lease cost - amortization of right-of-use assets 2 1 — — Short-term lease cost 26 28 9 20 Variable lease cost 6 4 1 5 Total lease cost $ 69 $ 67 $ 17 $ 51 |
Schedule of Supplemental Consolidated Statements of Cash Flows Information Related to Leases | Supplemental consolidated statements of cash flows information related to leases is as follows: Years Ended December 31, Period from January 1, 2019 through September 30, 2021 2020 2019 2019 (Successor) (Successor) (Successor) (Predecessor) Cash paid for amounts included in measurement of lease liabilities: Operating cash outflows - payments on operating leases $ 35 $ 33 $ 7 $ 26 Financing cash outflows - payments on finance leases 18 1 — 2 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 26 $ 32 $ 111 $ 22 Finance leases 3 4 17 2 |
Schedule of Supplemental Consolidated Balance Sheets Information Related to Leases | Supplemental consolidated balance sheets information related to leases is as follows: Years Ended December 31, 2021 2020 Finance leases: Building and land $ — $ 15 Machinery and equipment 5 6 Accumulated depreciation — ( 1 ) Property and equipment, net $ 5 $ 20 Weighted-average remaining lease term: Operating leases 6.0 years 6.0 years Finance leases 2.8 years 1.7 years Weighted-average discount rate: Operating leases 3.4 % 3.5 % Finance leases 2.3 % 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 sheets as of December 31, 2021 is as follows: Operating Leases Finance Leases Total Years ending December 31: 2022 $ 27 $ 3 $ 30 2023 22 1 23 2024 17 1 18 2025 13 — 13 2026 9 — 9 Thereafter 24 — 24 Total lease payments 112 5 117 Less imputed interest 11 — 11 Total present value of lease liabilities $ 101 $ 5 $ 106 Operating and finance leases - current $ 24 $ 3 $ 27 Operating and finance leases - non-current 77 2 79 Total present value of lease liabilities $ 101 $ 5 $ 106 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Debt Obligations | Debt obligations consist of the following: Maturity Date December 31, December 31, Term Loan Facility 2019 Term Loan October 1, 2026 $ 1,140 $ 1,188 Revolving Credit Facility October 1, 2024 — — 2020 Term Loan October 1, 2026 — 250 Senior Notes 4.125 % Senior Notes July 15, 2029 350 — 4.750 % Senior Notes October 15, 2029 300 — Other Obligations 1 5 Total debt obligations 1,791 1,443 Less: unamortized deferred financing costs ( 24 ) ( 28 ) Total debt, net of deferred financing costs 1,767 1,415 Less: short-term and current portion of long-term debt ( 1 ) ( 18 ) Long-term debt, less current portion $ 1,766 $ 1,397 |
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, 2021, are as follows: Years Ending December 31: 2022 $ 1 2023 — 2024 — 2025 12 2026 1,128 Thereafter 650 Total $ 1,791 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Income (Loss) Before Income Taxes | For the years ended December 31, 2021, 2020, and 2019 (Successor), and the period from January 1, 2019 through September 30, 2019 (Predecessor), the components of income (loss) before income taxes are as follows: Year Ended Year Ended Year Ended Period From 2021 2020 2019 2019 (Successor) (Successor) (Successor) (Predecessor) U.S. earnings (loss) $ 54 $ ( 180 ) $ ( 153 ) $ 86 Foreign earnings (loss) 25 ( 4 ) 2 7 Total earnings (loss) $ 79 $ ( 184 ) $ ( 151 ) $ 93 |
Summary of Income Tax Provision (Benefit) | The income tax provision (benefit) for the years ended December 31, 2021, 2020, and 2019 (Successor), and the period from January 1, 2019 through September 30, 2019 (Predecessor), consisted of the following: Year Ended Year Ended Year Ended Period From 2021 2020 2019 2019 (Successor) (Successor) (Successor) (Predecessor) Current: U.S. federal $ 9 $ 17 $ — $ — State 8 19 3 2 Foreign 9 7 2 5 Total current tax provision $ 26 $ 43 $ 5 $ 7 Deferred: U.S. federal $ 6 $ ( 50 ) $ — $ — State 2 ( 20 ) ( 1 ) — Foreign ( 2 ) ( 4 ) ( 2 ) — Total current tax provision (benefit) $ 6 $ ( 74 ) $ ( 3 ) $ — Total income tax provision (benefit) $ 32 $ (31 ) $ 2 $ 7 |
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 Year Ended Through December 31, December 31, December 31, September 30, 2021 2020 2019 2019 (Successor) (Successor) (Successor) (Predecessor) Expected provision (benefit) at statutory federal rate $ 17 21.0 % $ ( 39 ) 21.0 % $ ( 32 ) 21.0 % $ 20 21.0 % Deferred remeasurement — 0.0 % — 0.0 % 33 ( 21.5 )% — 0.0 % State tax, net of federal benefit 8 10.1 % ( 6 ) 2.6 % 1 ( 0.7 )% 2 1.9 % S-corporation exclusion — 0.0 % — 0.0 % — 0.0 % ( 18 ) ( 19.4 )% Foreign rate differential 1 1.3 % — 0.0 % — 0.0 % — 0.0 % Valuation allowance — 0.0 % 4 ( 1.2 )% — ( 0.2 )% 2 1.9 % Transaction costs 4 5.1 % 1 ( 0.5 )% — 0.0 % — 0.0 % Permanent differences and other 2 2.5 % 9 ( 4.5 )% — 0.1 % 1 2.1 % Total provision (benefit) for income taxes $ 32 40.0 % $ ( 31 ) 17.4 % $ 2 ( 1.3 )% $ 7 7.5 % |
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, 2021 2020 Deferred tax assets: Operating and finance lease liabilities $ 28 $ 28 Accrued compensation 29 30 Accrued expenses 23 21 Net operating loss carryforwards 4 3 Goodwill 16 35 Amortization on identified intangibles 15 2 Contingent consideration and compensation liabilities 7 9 Derivatives 1 9 Other 2 6 Gross deferred tax assets 125 143 Valuation allowance ( 3 ) ( 4 ) Net deferred tax assets $ 122 $ 139 Deferred tax liabilities: Depreciation on fixed assets $ 49 $ 53 Goodwill — — Amortization on identified intangibles — — Operating lease right of use assets 28 28 Deferred payments 3 3 Withholding taxes on foreign earnings 10 10 Other 2 1 Deferred tax liabilities $ 92 $ 95 Net deferred tax assets (liabilities) $ 30 $ 44 |
Summary of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | Year Ended Year Ended Year Ended Period From 2021 2020 2019 2019 (Successor) (Successor) (Successor) (Predecessor) Gross unrecognized tax benefits as of the beginning of the period $ 3 $ 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 ) ( 1 ) — — Foreign currency translation adjustments — — — — Gross unrecognized tax benefits as of the end of the period $ 2 $ 3 $ 4 $ 4 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Schedule of Participation in MEPPs | The Company’s participation in MEPPs for the year ended December 31, 2021, is outlined in the table below. PPA Zone Status (1) FIP/RP Contributions December 31 Status (in millions) More Expiration Plan (Successor) Pending/ (Successor) (Predecessor) Than Surcharge Date of Pension Fund EIN/PN Year-End 2021 2020 2019 Implement 2021 (3) 2020 (3) 2019 (3) 2019 (3) 5% (2) Imposed CBA National Automatic Sprinkler Industry Pension Fund 52-6054620 - 001 12/31/2020 Green Red Red No $ 26 $ 25 $ 7 $ 20 No No 3/31/2025 Twin City Pipe Trades Pension Plan 41-6131800 - 001 4/30/2020 Green Green Green No 9 6 2 6 Yes No 4/30/2022 Sheet Metal Workers' National Pension Fund 52-6112463 - 001 12/31/2020 Yellow Yellow Yellow Yes 6 5 1 3 No No 5/31/2023 Asbestos Workers Local 2 Pension Fund 23-6030054 - 001 12/31/2020 Green Green Green No 6 1 0 1 Yes No 7/31/2022 Boilermaker-Blacksmith National Pension Trust 48-6168020 - 001 12/31/2020 Yellow Yellow Yellow Yes 6 5 1 5 No No 6/30/2023 National Electrical Benefit Fund 53-0181657 - 001 12/31/2020 Green Green Green No 6 7 2 6 No No 6/30/2024 Heavy And General Laborers Local Unions 472 And 172 Of New Jersey Pension Fund 22-6032103 - 001 3/31/2021 Green Green Green No 6 6 2 5 No No 2/29/2024 Plumbers And Pipefitters National Pension Fund 52-6152779 - 001 6/30/2020 Yellow Yellow Yellow Yes 4 3 1 3 No No 6/1/2024 Central Pension Fund Of The IUOE & Participating Employers 36-6052390 - 001 1/31/2021 Green Green Green No 3 3 1 2 No No 5/31/2023 Sheet Metal Workers' Local 10 Pension Fund 41-1562581 - 001 12/31/2020 Green Green Green No 3 2 1 5 Yes No 5/31/2022 Minnesota Laborers Pension Fund 41-6159599 - 001 12/31/2020 Green Green Green No 2 2 0 2 No No 4/30/2023 Building Trades United Pension Trust Fund Milwaukee And Vicinity 51-6049409 - 001 5/31/2020 Green Green Green No 2 3 1 2 No No 5/31/2023 Total other 16 17 5 11 Total $ 95 $ 85 $ 24 $ 71 (1) The zone status represents the most recent available information for the respective MEPP, which may be 2020 or earlier for the 2021 year and 2019 or earlier for the 2020 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) 2021, 2020 and 2019 Successor periods represent the years ended December 31, 2021, 2020 and 2019. Predecessor period represents the period from January 1, 2019 through September 30, 2019. |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 16.7 % Probability of Acquisition 83.3 % Time to Acquisition 1.5 years Volatility (post-Acquisition) 35.1 % Risk free interest rate 2.3 % |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 2021 (shares in whole numbers and per share values in whole dollars): Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate 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 Granted — — Exercised — — Forfeited — — Outstanding at December 31, 2021 162,500 $ 11.50 2.8 $ 1 Exercisable at December 31, 2021 162,500 $ 11.50 2.8 $ 1 |
Summary of Changes in Number of Outstanding RSUs and PSUs | The following table summarizes the changes in the number of outstanding RSUs and PSUs for 2021 (shares in whole numbers and per share values in whole dollars): Restricted Stock Units Weighted-Average Grant Date Fair Value Per Share Weighted-Average Remaining Contractual Term Outstanding at January 1, 2019 — $ — — Granted 929,266 — 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 Granted 246,677 19.65 Vested ( 493,787 ) — Forfeited ( 100,326 ) 12.78 Outstanding at December 31, 2021 761,126 $ 13.23 1.2 Expected to vest at December 31, 2021 673,481 $ 13.23 1.2 Performance-Based Restricted Stock Units Weighted-Average Grant Date Fair Value Per Share Weighted-Average Remaining Contractual Term Outstanding at December 31, 2020 — $ — — Granted 674,229 19.19 Change in units based on performance expectations ( 13,260 ) 22.01 Vested — — Forfeited ( 108,640 ) 19.18 Outstanding at December 31, 2021 552,329 $ 19.12 2.0 Expected to vest at December 31, 2021 488,728 $ 19.12 2.0 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 Series A Preferred Stock and the Series A Preferred Stock dividend are reflected in diluted EPS using the if-converted method and warrants, options, and restricted and performance shares are reflected using the treasury stock method. For periods of net loss attributable to common shareholders, basic and diluted EPS are the same, as the assumed exercise of Series A Preferred Stock, restricted and performance shares, 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, 2021 2020 Net income (loss) $ 47 $ ( 153 ) Less income attributable to Series A Preferred Stock ( 184 ) ( 222 ) Net loss attributable to common shareholders $ ( 137 ) $ ( 375 ) Basic and diluted weighted average shares outstanding (1) 205,758,208 169,482,340 Loss per common share - basic and diluted $ ( 0.67 ) $ ( 2.21 ) (1) The following items were excluded from the calculation of diluted shares as their inclusion would be anti-dilutive: a. For the years ended December 31, 2021 a nd 2020, 4,000,000 shares of Series A Preferred Stock, which are convertible to the same number of common shares. b. For the years ended December 31, 2021 and 2020, 162,500 stock options to purchase the same number of common shares. c. For the years ended December 31, 2021 and 2020, 7,539,697 and 12,447,912 common share equivalents, respectively, which represent the dividend that the Series A Preferred Stock holders are entitled to receive. (See additional description in Note 16 - "Shareholders' Equity") d. For the year ended December 31, 2021, 761,126 RSUs and 552,329 PSUs. For the year ended December 31, 2020, 1,108,562 RSUs. e. For the year ended December 31, 2020, 63,774,398 warrants exercisable to purchase common shares on a 3:1 basis ( 21,258,133 ordinary share equivalents) for which the exercise price exceeded the average market price. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 (Successor) Safety Specialty Industrial Corporate and Consolidated Net revenues $ 2,080 $ 1,653 $ 277 $ ( 70 ) $ 3,940 EBITDA Reconciliation Operating income (loss) $ 207 $ 102 $ ( 24 ) $ ( 149 ) $ 136 Plus: Investment income and other, net 6 5 4 ( 3 ) 12 Loss on debt extinguishment — — — ( 9 ) ( 9 ) Depreciation 8 41 20 6 75 Amortization 66 45 12 4 127 EBITDA $ 287 $ 193 $ 12 $ ( 151 ) $ 341 Total assets $ 2,170 $ 1,053 $ 246 $ 1,690 $ 5,159 Capital expenditures 6 34 14 1 55 For the Year Ended December 31, 2020 (Successor) Safety Specialty Industrial Corporate and 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 Specialty Industrial Corporate and 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 Specialty Industrial Corporate and 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 |
Nature of Business - Additional
Nature of Business - Additional Information (Detail) | Dec. 31, 2021Location |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of locations | 200 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Detail) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019USD ($) | Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)$ / shares | |
Assumed combined federal, state, local and foreign effective income tax rate | 28.70% | |||
Foreign currency transaction gain (loss) | $ (3) | $ 12 | ||
Foreign currency translation (gains) losses | $ 11 | (9) | $ (3) | |
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. | |||
Earnings | $ 47 | (153) | $ (153) | |
Accrued liabilities for workers' compensation, general and automobile claims | 64 | 59 | ||
Receivable from Insurance carriers | 8 | 7 | ||
Outstanding letters of credit | 1,791 | 1,443 | ||
Accrued liabilities for health insurance claims | 6 | 4 | ||
APi Group Corp Predecessor [Member] | ||||
Foreign currency translation (gains) losses | $ (3) | |||
Earnings | 86 | |||
Series A Preferred Stock [Member] | ||||
Share price | $ / shares | $ 10 | |||
Letters of Credit [Member] | ||||
Outstanding letters of credit | $ 73 | 70 | ||
Customer Relationships [Member] | Minimum [Member] | ||||
Intangible assets, estimated useful lives | 2 years | |||
Customer Relationships [Member] | Maximum [Member] | ||||
Intangible assets, estimated useful lives | 15 years | |||
Trade names and Trademarks [Member] | Minimum [Member] | ||||
Intangible assets, estimated useful lives | 2 years | |||
Trade names and Trademarks [Member] | Maximum [Member] | ||||
Intangible assets, estimated useful lives | 15 years | |||
Backlog Intangibles [Member] | Minimum [Member] | ||||
Intangible assets, estimated useful lives | 6 months | |||
Backlog Intangibles [Member] | Maximum [Member] | ||||
Intangible assets, estimated useful lives | 36 months | |||
Other Noncurrent Liabilities [Member] | ||||
Accrued liabilities for workers' compensation, general and automobile claims | $ 42 | 37 | ||
Joint Ventures [Member] | Other Assets [Member] | ||||
Investment balance | 4 | 9 | ||
Joint Ventures [Member] | Investment Income and Other, Net [Member] | ||||
Earnings | $ 3 | $ 14 | $ 5 | |
Joint Ventures [Member] | Investment Income and Other, Net [Member] | APi Group Corp Predecessor [Member] | ||||
Earnings | $ 6 | |||
ESPP [Member] | ||||
Percentage of fair market value of common stock | 85.00% |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements - Additional Information (Detail) | Dec. 31, 2021 |
ASU 2019-12 [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, 2021 |
Change in accounting principle, accounting standards update, immaterial effect | true |
ASU 2020-01 [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, 2021 |
Change in accounting principle, accounting standards update, immaterial effect | true |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) $ in Millions | Oct. 01, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash payment | $ 86 | $ 319 | $ 2,565 | |
2020 Acquisitions [Member] | ||||
Cash paid at closing | 329 | |||
Goodwill, expected tax deduction | 20 | |||
2020 Acquisitions [Member] | Safety Services [Member] | ||||
Cash payment | 10 | |||
Purchase price consideration transferred | 324 | |||
Cash paid at closing | 319 | |||
Business combination accrued consideration | 5 | |||
2021 Acquisitions [Member] | ||||
Cash payment | 7 | |||
Purchase price consideration transferred | 111 | |||
Cash paid at closing | 93 | |||
Business combination accrued consideration | 18 | |||
Net revenues from acquisition | 37 | |||
Operating income (loss) from acquisition | 1 | |||
Goodwill, expected tax deduction | 45 | |||
APi Acquisition [Member] | ||||
Contingent compensation | 12 | 39 | ||
Maximum payout of contingent compensation | 57 | 85 | ||
Payout of accrued contingent compensation | 12 | 39 | ||
Liability for deferred payments | $ 15 | $ 16 | ||
Minimum [Member] | 2020 Acquisitions [Member] | Safety Services [Member] | ||||
Business combination accrued consideration paid out period | 1 year | |||
Minimum [Member] | APi Acquisition [Member] | ||||
Liability for deferred payments recognition period | 12 months | |||
Contingent compensation arrangements recognized period | 3 years | |||
Maximum [Member] | 2020 Acquisitions [Member] | Safety Services [Member] | ||||
Business combination accrued consideration paid out period | 2 years | |||
Maximum [Member] | APi Acquisition [Member] | ||||
Liability for deferred payments recognition period | 24 months | |||
Contingent compensation arrangements recognized period | 5 years |
Business Combinations - Summary
Business Combinations - Summary of Preliminary Fair Value of Consideration of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
2020 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Cash paid at closing | $ 329 | |
Accrued consideration | 5 | |
Total consideration | 334 | |
Cash | 10 | |
Current assets | 76 | |
Property and equipment | 12 | |
Goodwill | 215 | |
Other noncurrent assets | 14 | |
Current liabilities | (54) | |
Noncurrent liabilities | (38) | |
Net assets acquired | 334 | |
2020 Acquisitions [Member] | Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets other then goodwill | 82 | |
2020 Acquisitions [Member] | Trade names and Trademarks [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets other then goodwill | 16 | |
2020 Acquisitions [Member] | Contractual Backlog [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets other then goodwill | $ 1 | |
2021 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Cash paid at closing | $ 93 | |
Other 2021 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Cash paid at closing | 25 | |
Accrued consideration | 7 | |
Total consideration | 32 | |
Cash | 2 | |
Current assets | 6 | |
Property and equipment | 2 | |
Intangible assets other then goodwill | 7 | |
Goodwill | 19 | |
Current liabilities | (4) | |
Net assets acquired | 32 | |
Premier Fire [Member] | ||
Business Acquisition [Line Items] | ||
Cash paid at closing | 32 | |
Accrued consideration | 7 | |
Total consideration | 39 | |
Cash | 3 | |
Current assets | 10 | |
Property and equipment | 1 | |
Intangible assets other then goodwill | 14 | |
Goodwill | 17 | |
Current liabilities | (6) | |
Net assets acquired | 39 | |
Northern Air Corporation [Member] | ||
Business Acquisition [Line Items] | ||
Cash paid at closing | 36 | |
Accrued consideration | 4 | |
Total consideration | 40 | |
Cash | 2 | |
Current assets | 22 | |
Property and equipment | 2 | |
Intangible assets other then goodwill | 15 | |
Goodwill | 11 | |
Current liabilities | (12) | |
Net assets acquired | $ 40 |
Divestitures and Held for Sale
Divestitures and Held for Sale - Summary of Long Lived Assets Held-for-sale (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property and equipment, net | $ 326 | $ 355 | |
Goodwill | 1,106 | 1,082 | $ 980 |
Intangible assets, net | $ 882 | $ 965 |
Divestitures and Held for Sal_2
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 |
Net Revenues - Summary of Disag
Net Revenues - Summary of Disaggregated Revenue (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | $ 3,940 | $ 3,587 | $ 985 | |
APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | $ 3,107 | |||
United States [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 3,561 | 3,347 | 921 | |
United States [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 2,883 | |||
Canada and Europe [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 379 | 240 | 64 | |
Canada and Europe [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 224 | |||
Safety Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 2,080 | 1,639 | 435 | |
Safety Services [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,342 | |||
Safety Services [Member] | United States [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,737 | 1,435 | 385 | |
Safety Services [Member] | United States [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,185 | |||
Safety Services [Member] | Canada and Europe [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 343 | 204 | 50 | |
Safety Services [Member] | Canada and Europe [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 157 | |||
Specialty Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,653 | 1,401 | 386 | |
Specialty Services [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,107 | |||
Specialty Services [Member] | United States [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,653 | 1,401 | 386 | |
Specialty Services [Member] | United States [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,107 | |||
Industrial Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 277 | 563 | 167 | |
Industrial Services [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 670 | |||
Industrial Services [Member] | United States [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 241 | 527 | 153 | |
Industrial Services [Member] | United States [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 603 | |||
Industrial Services [Member] | Canada and Europe [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 36 | 36 | 14 | |
Industrial Services [Member] | Canada and Europe [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 67 | |||
Corporate and Elimination [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | (70) | (16) | (3) | |
Corporate and Elimination [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | (12) | |||
Corporate and Elimination [Member] | United States [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | (70) | (16) | (3) | |
Corporate and Elimination [Member] | United States [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | (12) | |||
Life Safety [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,643 | 1,317 | 340 | |
Life Safety [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,038 | |||
Life Safety [Member] | Safety Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,643 | 1,317 | 340 | |
Life Safety [Member] | Safety Services [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 1,038 | |||
Heating, Ventilation and Air Conditioning ("HVAC") [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 437 | 322 | 95 | |
Heating, Ventilation and Air Conditioning ("HVAC") [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 304 | |||
Heating, Ventilation and Air Conditioning ("HVAC") [Member] | Safety Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 437 | 322 | 95 | |
Heating, Ventilation and Air Conditioning ("HVAC") [Member] | Safety Services [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 304 | |||
Infrastructure/Utility [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 791 | 809 | 225 | |
Infrastructure/Utility [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 645 | |||
Infrastructure/Utility [Member] | Specialty Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 791 | 809 | 225 | |
Infrastructure/Utility [Member] | Specialty Services [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 645 | |||
Fabrication [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 248 | 179 | 38 | |
Fabrication [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 114 | |||
Fabrication [Member] | Specialty Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 248 | 179 | 38 | |
Fabrication [Member] | Specialty Services [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 114 | |||
Specialty Contracting [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 614 | 413 | 123 | |
Specialty Contracting [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 348 | |||
Specialty Contracting [Member] | Specialty Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 614 | 413 | 123 | |
Specialty Contracting [Member] | Specialty Services [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 348 | |||
Transmission [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 205 | 409 | 100 | |
Transmission [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 443 | |||
Transmission [Member] | Industrial Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 205 | 409 | 100 | |
Transmission [Member] | Industrial Services [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 443 | |||
Civil [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 72 | 67 | 21 | |
Civil [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 45 | |||
Civil [Member] | Industrial Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 72 | 67 | 21 | |
Civil [Member] | Industrial Services [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 45 | |||
Inspection [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 87 | 46 | ||
Inspection [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 182 | |||
Inspection [Member] | Industrial Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 87 | 46 | ||
Inspection [Member] | Industrial Services [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 182 | |||
Corporate and Eliminations [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | (70) | (16) | (3) | |
Corporate and Eliminations [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | (12) | |||
Corporate and Eliminations [Member] | Corporate and Elimination [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | $ (70) | $ (16) | $ (3) | |
Corporate and Eliminations [Member] | Corporate and Elimination [Member] | APi Group Corp Predecessor [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | $ (12) |
Net Revenues - Additional Infor
Net Revenues - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Aggregate amount of transaction price allocated to unsatisfied performance obligation | $ 638,000,000 | |
Percentage of recognized revenue of remaining performance obligations over the next 12 months | 80.00% | |
Customers with payment terms | 30 days | |
Retentions receivable | $ 117,000,000 | $ 122,000,000 |
Retentions receivable within one year | 25,000,000 | $ 26,000,000 |
Impairment of contract assets | $ 0 | |
Minimum [Member] | ||
Payment of invoices | 30 days | |
Maximum [Member] | ||
Payment of invoices | 90 days |
Net Revenues - Additional Inf_2
Net Revenues - Additional Information (Detail1) | Dec. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations period | 12 months |
Net Revenues - Summary of Accou
Net Revenues - Summary of Accounts Receivable, Net of Allowances, Contract Assets and Contract Liabilities from Contracts with Customers (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Revenues [Abstract] | |||
Accounts receivable, net of allowances | $ 767 | $ 639 | $ 730 |
Contract assets | 217 | 142 | 245 |
Contract liabilities | $ 243 | $ 219 | $ 193 |
Goodwill and Intangibles - Summ
Goodwill and Intangibles - Summary of Changes In Carrying Amounts of Goodwill By Reportable Segments (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [LineItems] | ||
Beginning Balance | $ 1,082 | $ 980 |
Acquisitions | 47 | 225 |
Impairments | (193) | |
Measurement period adjustments and other | (23) | 70 |
Ending Balance | 1,106 | 1,082 |
Safety Services [Member] | ||
Goodwill [LineItems] | ||
Beginning Balance | 906 | 639 |
Acquisitions | 42 | 223 |
Impairments | (83) | |
Measurement period adjustments and other | (23) | 127 |
Ending Balance | 925 | 906 |
Specialty Services [Member] | ||
Goodwill [LineItems] | ||
Beginning Balance | 172 | 290 |
Acquisitions | 5 | 2 |
Impairments | (52) | |
Measurement period adjustments and other | (68) | |
Ending Balance | 177 | 172 |
Industrial Services [Member] | ||
Goodwill [LineItems] | ||
Beginning Balance | 4 | 51 |
Acquisitions | ||
Impairments | (58) | |
Measurement period adjustments and other | 11 | |
Ending Balance | $ 4 | $ 4 |
Goodwill and Intangibles - Su_2
Goodwill and Intangibles - Summary of Changes In Carrying Amounts of Goodwill By Reportable Segments (Parenthetical) (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Goodwill [LineItems] | |
Goodwill, impairment loss | $ 193 |
Safety Services [Member] | |
Goodwill [LineItems] | |
Goodwill, impairment loss | 83 |
Safety Services [Member] | Safety [Member] | |
Goodwill [LineItems] | |
Goodwill, impairment loss | 57 |
Safety Services [Member] | HVAC [Member] | |
Goodwill [LineItems] | |
Goodwill, impairment loss | 26 |
Specialty Services [Member] | |
Goodwill [LineItems] | |
Goodwill, impairment loss | 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 |
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 - Addi
Goodwill and Intangibles - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [LineItems] | |||
Goodwill, Impairment charge | $ 197 | ||
Goodwill, impairment loss | 193 | ||
Impairment charge to goodwill at business divested prior to current period | 4 | ||
Amortization expense | $ 127 | 182 | $ 51 |
Safety Services [Member] | |||
Goodwill [LineItems] | |||
Goodwill, impairment loss | 83 | ||
Percentage of fair value exceeding carrying value | 10.00% | ||
Goodwill impairment change in discount rate | 1.00% | ||
Aggregated SKG reporting unit goodwill | $ 196 | ||
APi Acquisition [Member] | |||
Goodwill [LineItems] | |||
Adjustment of cumulative amortization expense reversed | 5 | ||
Amortization expense | $ 187 |
Goodwill and Intangibles - Su_3
Goodwill and Intangibles - Summary of Identifiable Intangible Assets (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,240 | $ 1,198 |
Accumulated Amortization | (358) | (233) |
Net Carrying Amount | $ 882 | $ 965 |
Contractual Backlog [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives (in Years) | 9 months 18 days | 1 year 7 months 6 days |
Gross Carrying Amount | $ 101 | $ 101 |
Accumulated Amortization | (97) | (92) |
Net Carrying Amount | $ 4 | $ 9 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives (in Years) | 6 years 4 months 24 days | 7 years |
Gross Carrying Amount | $ 859 | $ 823 |
Accumulated Amortization | (221) | (119) |
Net Carrying Amount | $ 638 | $ 704 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives (in Years) | 12 years 8 months 12 days | 13 years 9 months 18 days |
Gross Carrying Amount | $ 280 | $ 274 |
Accumulated Amortization | (40) | (22) |
Net Carrying Amount | $ 240 | $ 252 |
Goodwill and Intangibles - Su_4
Goodwill and Intangibles - Summary of Aggregate Amortization Expense of the Intangible (Detail) $ in Millions | Dec. 31, 2021USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2022 | $ 127 |
2023 | 124 |
2024 | 124 |
2025 | 123 |
2026 | 123 |
Thereafter | 261 |
Total | $ 882 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible asset amortization expense | $ 127 | $ 182 | $ 51 | |
APi Group Corp Predecessor [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible asset amortization expense | $ 26 | |||
Cost of Revenues [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible asset amortization expense | 5 | 69 | 22 | |
Cost of Revenues [Member] | APi Group Corp Predecessor [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible asset amortization expense | ||||
Selling, General and Administrative Expenses [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible asset amortization expense | $ 122 | $ 113 | $ 29 | |
Selling, General and Administrative Expenses [Member] | APi Group Corp Predecessor [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible asset amortization expense | $ 26 |
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, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 4 | |
Designated as Hedging Instrument [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 3 | |
Designated as Hedging Instrument [Member] | Interest Rate Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | (11) | $ (35) |
Designated as Hedging Instrument [Member] | Cross Currency Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 6 | |
Designated as Hedging Instrument [Member] | Net Investment Hedge [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 12 | |
Designated as Hedging Instrument [Member] | Contingent Consideration Obligations [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration obligations | 4 | |
Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 7 | |
Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 2 [Member] | Interest Rate Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | (11) | (35) |
Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 2 [Member] | Cross Currency Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 6 | |
Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 2 [Member] | Net Investment Hedge [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 12 | |
Designated as Hedging Instrument [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 | $ (4) | |
Derivatives Not Designated as Hedge Instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contracts | (9) | |
Total | (51) | |
Derivatives Not Designated as Hedge Instruments [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 Hedge Instruments [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contracts | (9) | |
Total | (44) | |
Derivatives Not Designated as Hedge Instruments [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | (7) | |
Derivatives Not Designated as Hedge Instruments [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 ($)Arrangement | Dec. 31, 2021USD ($)Arrangement | Dec. 31, 2020USD ($)Arrangement | Dec. 31, 2019USD ($)Arrangement | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balances at beginning of period | $ 7 | $ 7 | ||
Issuances | 3 | $ 8 | ||
Settlements | (6) | (4) | ||
Adjustments to fair value | 4 | (1) | ||
Balances at end of period | $ 4 | $ 7 | $ 7 | |
Number of open contingent consideration arrangements at the end of period | Arrangement | 3 | 3 | 5 | |
Maximum potential payout at end of period | $ 5 | $ 7 | $ 11 | |
APi Group Corp Predecessor [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balances at beginning of period | $ 13 | $ 13 | ||
Settlements | (3) | |||
Adjustments to fair value | (1) | |||
Balances at end of period | $ 9 | |||
Number of open contingent consideration arrangements at the end of period | Arrangement | 9 | |||
Maximum potential payout at end of period | $ 13 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Summary of Carrying And Fair Value Of Non-Variable Interest Rate Debt (Details) $ in Millions | Dec. 31, 2021USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Non-Variable Interest Rate Debt, Carrying Value | $ 1,791 |
Fair Value Inputs Level2 [Member] | Fixed Income Interest Rate [Member] | Senior Notes [Member] | 4.750% Senior Notes [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Non-Variable Interest Rate Debt, Carrying Value | 350 |
Non-Variable Interest Rate Debt, Fair Value | 348 |
Fair Value Inputs Level2 [Member] | Fixed Income Interest Rate [Member] | Senior Notes [Member] | 4.125% Senior Notes [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Non-Variable Interest Rate Debt, Carrying Value | 300 |
Non-Variable Interest Rate Debt, Fair Value | $ 305 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Summary of Carrying And Fair Value Of Non-Variable Interest Rate Debt (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
4.750% Senior Notes [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Line of credit facility, interest rate | 4.75% |
4.125% Senior Notes [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Line of credit facility, interest rate | 4.125% |
Fixed Income Interest Rate [Member] | Senior Notes [Member] | 4.750% Senior Notes [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Line of credit facility, interest rate | 4.75% |
Fixed Income Interest Rate [Member] | Senior Notes [Member] | 4.125% Senior Notes [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Line of credit facility, interest rate | 4.125% |
Derivatives - Additional Inform
Derivatives - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Foreign Currency Contracts [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative liability | $ 9 | |
Other (income) expense, net | $ 1 | (9) |
Foreign Currency Contracts [Member] | Maximum [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative liability | 1 | |
Derivative asset | 1 | 1 |
Designated as Hedging Instrument [Member] | Net Investment Hedge [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Annual reduction in interest expense | $ 3 | |
Reduction in overall effective interest rate | 0.24% | |
Derivative asset | $ 12 | |
Designated as Hedging Instrument [Member] | Cross Currency Swaps [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative notional amount | 120 | |
Derivative asset | 6 | |
Designated as Hedging Instrument [Member] | Cross Currency Swaps [Member] | Maximum [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative liability | 6 | |
Designated as Hedging Instrument [Member] | Cross Currency Swaps [Member] | Net Investment Hedge [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative notional amount | 230 | |
Unrealized gains on AOCI before taxes | $ 5 | |
Designated as Hedging Instrument [Member] | Interest Rate Swaps [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Debt instrument term | 5 years | |
Derivative notional amount | $ 720 | |
Derivative, fixed interest rate | 1.62% | |
Derivative liability | $ 11 | $ 35 |
Designated as Hedging Instrument [Member] | Foreign Currency Swap [Member] | Net Investment Hedge [Member] | Maximum [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Investment hedge, Amount amortized from AOCI into interest expenses | $ 1 |
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, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 481 | $ 449 |
Accumulated depreciation | (155) | (94) |
Property and equipment, net | 326 | 355 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 26 | 26 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 77 | 76 |
Property, Plant and Equipment, Useful Life | 39 years | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 228 | 217 |
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 | $ 106 | 92 |
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 | $ 26 | 24 |
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 | $ 18 | $ 14 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation | $ 75 | $ 81 | $ 18 | |
APi Group Corp Predecessor [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation | $ 52 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2021 | 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 1 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. | ||||
Right Of Use Asset Obtained In Exchange For Operating Lease Liability | $ 26,000,000 | $ 32,000,000 | $ 111,000,000 | ||
Right Of Use Asset Obtained In Exchange For Finance Lease Liability | 3,000,000 | 4,000,000 | 17,000,000 | ||
Rent expense, including real estate taxes and operating costs | $ 5,000,000 | 5,000,000 | $ 0 | ||
APi Group Corp Predecessor [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Right Of Use Asset Obtained In Exchange For Operating Lease Liability | $ 22,000,000 | ||||
Right Of Use Asset Obtained In Exchange For Finance Lease Liability | 2,000,000 | ||||
Rent expense, including real estate taxes and operating costs | $ 0 | ||||
SKG and Life Safety [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Right Of Use Asset Obtained In Exchange For Operating Lease Liability | 14,000,000 | ||||
Right Of Use Asset Obtained In Exchange For Finance Lease Liability | $ 3,000,000 | ||||
2019 APi Acquisition [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Right Of Use Asset Obtained In Exchange For Operating Lease Liability | $ 102,000,000 | ||||
Right Of Use Asset Obtained In Exchange For Finance Lease Liability | $ 15,000,000 | ||||
Maximum [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Incremental borrowing rates on a quarterly basis across all currencies | 5.62% | ||||
Incremental borrowing rates tenor | 30 years | ||||
Minimum [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Incremental borrowing rates on a quarterly basis across all currencies | (0.09%) | ||||
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee Lease Description [Line Items] | ||||
Operating lease cost | $ 35 | $ 34 | $ 7 | |
Finance lease cost - amortization of right-of-use assets | 2 | 1 | ||
Short-term lease cost | 26 | 28 | 9 | |
Variable lease cost | 6 | 4 | 1 | |
Total lease cost | $ 69 | $ 67 | $ 17 | |
APi Group Corp Predecessor [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease cost | $ 26 | |||
Short-term lease cost | 20 | |||
Variable lease cost | 5 | |||
Total lease cost | $ 51 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Consolidated Statements of Cash Flows Information Related to Leases (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in measurement of lease liabilities: | ||||
Operating cash outflows - payments on operating leases | $ 35 | $ 33 | $ 7 | |
Financing cash outflows - payments on finance leases | 18 | 1 | ||
Right-of-use assets obtained in exchange for new lease obligations: | ||||
Operating leases | 26 | 32 | 111 | |
Finance leases | $ 3 | $ 4 | $ 17 | |
APi Group Corp Predecessor [Member] | ||||
Cash paid for amounts included in measurement of lease liabilities: | ||||
Operating cash outflows - payments on operating leases | $ 26 | |||
Financing cash outflows - payments on finance leases | 2 | |||
Right-of-use assets obtained in exchange for new lease obligations: | ||||
Operating leases | 22 | |||
Finance leases | $ 2 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Consolidated Balance Sheets Information Related to Leases (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Finance leases: | ||
Accumulated depreciation | $ (1) | |
Property and equipment, net | $ 5 | $ 20 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets Noncurrent | Other Assets Noncurrent |
Weighted-average remaining lease term: | ||
Operating leases | 6 years | 6 years |
Finance leases | 2 years 9 months 18 days | 1 year 8 months 12 days |
Weighted-average discount rate: | ||
Operating leases | 3.40% | 3.50% |
Finance leases | 2.30% | 2.60% |
Building and Land [Member] | ||
Finance leases: | ||
Finance leases before accumulated depreciation | $ 15 | |
Machinery and Equipment [Member] | ||
Finance leases: | ||
Finance leases before accumulated depreciation | $ 5 | $ 6 |
Leases - Schedule of Future Und
Leases - Schedule of Future Undiscounted Cash Flows and Reconciliation to the Lease Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 27 | |
2023 | 22 | |
2024 | 17 | |
2025 | 13 | |
2026 | 9 | |
Thereafter | 24 | |
Total lease payments | 112 | |
Less imputed interest | 11 | |
Total present value of lease liabilities | 101 | |
Operating leases - current | $ 24 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Operating and finance leases - current | |
Operating leases - non-current | $ 77 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Operating and finance leases - non-current | |
Finance Leases | ||
2022 | $ 3 | |
2023 | 1 | |
2024 | 1 | |
Total lease payments | 5 | |
Total present value of lease liabilities | 5 | |
Finance leases - current | $ 3 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Operating and finance leases - current | |
Finance leases - non-current | $ 2 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Operating and finance leases - non-current | |
Total | ||
2022 | $ 30 | |
2023 | 23 | |
2024 | 18 | |
2025 | 13 | |
2026 | 9 | |
Thereafter | 24 | |
Total lease payments | 117 | |
Less imputed interest | 11 | |
Total present value of lease liabilities | 106 | |
Operating and finance leases - current | 27 | $ 31 |
Operating and finance leases - non-current | $ 79 | $ 96 |
Debt - Summary of Debt Obligati
Debt - Summary of Debt Obligations (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Line of Credit Facility [Line Items] | ||
Total debt obligations | $ 1,791 | $ 1,443 |
Less: unamortized deferred financing costs | (24) | (28) |
Total debt, net of deferred financing costs | 1,767 | 1,415 |
Less: short-term and current portion of long-term debt | (1) | (18) |
Long-term debt, less current portion | 1,766 | 1,397 |
2019 Term Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Total debt obligations | $ 1,140 | |
Term Loan Facility [Member] | 2019 Term Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Maturity date | Oct. 1, 2026 | |
Total debt obligations | $ 1,140 | 1,188 |
Term Loan Facility [Member] | Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Maturity date | Oct. 1, 2024 | |
Total debt obligations | $ 0 | 0 |
Term Loan Facility [Member] | 2020 Term Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Maturity date | Oct. 1, 2026 | |
Total debt obligations | 250 | |
4.125% Senior Notes [Member] | ||
Line of Credit Facility [Line Items] | ||
Maturity date | Jul. 15, 2029 | |
Total debt obligations | $ 350 | |
4.750% Senior Notes [Member] | ||
Line of Credit Facility [Line Items] | ||
Maturity date | Oct. 15, 2029 | |
Total debt obligations | $ 300 | |
Other Obligations [Member] | ||
Line of Credit Facility [Line Items] | ||
Total debt obligations | $ 1 | $ 5 |
Debt - Summary of Debt Obliga_2
Debt - Summary of Debt Obligations (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
4.125% Senior Notes [Member] | |
Line Of Credit Facility [Line Items] | |
Line of credit facility, interest rate | 4.125% |
4.750% Senior Notes [Member] | |
Line Of Credit Facility [Line Items] | |
Line of credit facility, interest rate | 4.75% |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Short Term Debt [Line Items] | |||
Line of credit outstanding | $ 1,791 | $ 1,443 | |
Loss on extinguishment of debt | 9 | ||
Incremental term loan | 1,791 | ||
Long-term debt, less current portion | 1,766 | 1,397 | |
Notes payable, 2022 | 1 | ||
Notes payable, 2023 | 0 | ||
Notes payable, 2024 | 0 | ||
Notes payable, 2025 | 12 | ||
Acquisition of Construction Equipment and Vehicles [Member] | |||
Short Term Debt [Line Items] | |||
Notes payable | 1 | 5 | |
2019 Term Loan [Member] | |||
Short Term Debt [Line Items] | |||
Line of credit outstanding | $ 1,140 | ||
Line of credit facility, interest rate | 2.59% | ||
Line of credit facility, interest rate description | one-month LIBOR plus 250 basis points, but the rate will fluctuate as LIBOR fluctuates | ||
Remaining line of credit outstanding (unswapped portion) | $ 420 | ||
4.125% Senior Notes [Member] | |||
Short Term Debt [Line Items] | |||
Line of credit outstanding | $ 350 | ||
Line of credit facility, interest rate | 4.125% | ||
Maturity date | Jul. 15, 2029 | ||
4.125% Senior Notes [Member] | APi Group DE, Inc [Member] | |||
Short Term Debt [Line Items] | |||
Line of credit outstanding | $ 350 | ||
Line of credit facility, interest rate | 4.125% | ||
4.750% Senior Notes [Member] | |||
Short Term Debt [Line Items] | |||
Line of credit outstanding | $ 300 | ||
Line of credit facility, interest rate | 4.75% | ||
Maturity date | Oct. 15, 2029 | ||
4.750% Senior Notes [Member] | APi Group DE, Inc [Member] | |||
Short Term Debt [Line Items] | |||
Line of credit outstanding | $ 300 | ||
Line of credit facility, interest rate | 4.75% | ||
Term Loan Facility [Member] | 2019 Term Loan [Member] | |||
Short Term Debt [Line Items] | |||
Line of credit outstanding | $ 1,140 | 1,188 | |
Maturity date | Oct. 1, 2026 | ||
Term Loan Facility [Member] | 2019 Term Loan [Member] | Interest Rate Swaps [Member] | |||
Short Term Debt [Line Items] | |||
Derivative, fixed interest rate | 4.12% | ||
Term Loan Facility [Member] | 2019 Term Loan [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 | ||
Derivative, fixed interest rate | 1.62% | ||
Term Loan Facility [Member] | Revolving Credit Facility [Member] | |||
Short Term Debt [Line Items] | |||
Secured term loan | $ 300 | ||
Debt instrument term | 5 years | ||
Line of credit outstanding | $ 0 | 0 | |
Maturity date | Oct. 1, 2024 | ||
Line of credit net letters of credit outstanding | $ 227 | 230 | |
Letters of credit outstanding | $ 73 | 70 | |
Term Loan Facility [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | |||
Short Term Debt [Line Items] | |||
Debt, variable interest rate | 1.25% | ||
Term Loan Facility [Member] | Revolving Credit Facility [Member] | Eurodollar [Member] | |||
Short Term Debt [Line Items] | |||
Debt, variable interest rate | 2.25% | ||
Term Loan Facility [Member] | 2020 Term Loan [Member] | |||
Short Term Debt [Line Items] | |||
Line of credit outstanding | $ 250 | ||
Repayment of debt | $ 250 | ||
Maturity date | Oct. 1, 2026 | ||
Term Loan [Member] | 2020 and 2019 Term Loan [Member] | |||
Short Term Debt [Line Items] | |||
Loss on extinguishment of debt | $ 9 | ||
Notes Payable [Member] | Acquisition of Construction Equipment and Vehicles [Member] | |||
Short Term Debt [Line Items] | |||
Notes payable, 2022 | 1 | ||
Notes Payable [Member] | Maximum [Member] | Acquisition of Construction Equipment and Vehicles [Member] | |||
Short Term Debt [Line Items] | |||
Notes payable, 2023 | 1 | ||
Notes payable, 2024 | 1 | ||
Notes payable, 2025 | $ 1 |
Debt - Schedule of Annual Matur
Debt - Schedule of Annual Maturities, Excluding Amortization of Debt Issuance Costs (Detail) $ in Millions | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 1 |
2023 | 0 |
2024 | 0 |
2025 | 12 |
2026 | 1,128 |
Thereafter | 650 |
Total | $ 1,791 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
U.S. earnings (loss) | $ 54 | $ (180) | $ (153) | |
Foreign earnings (loss) | 25 | (4) | 2 | |
Total earnings (loss) | $ 79 | $ (184) | $ (151) | |
APi Group Corp Predecessor [Member] | ||||
U.S. earnings (loss) | $ 86 | |||
Foreign earnings (loss) | 7 | |||
Total earnings (loss) | $ 93 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||||
U.S. federal | $ 9 | $ 17 | ||
State | 8 | 19 | $ 3 | |
Foreign | 9 | 7 | 2 | |
Total current tax provision | 26 | 43 | 5 | |
Deferred: | ||||
U.S. federal | 6 | (50) | ||
State | 2 | (20) | (1) | |
Foreign | (2) | (4) | (2) | |
Total current tax provision (benefit) | 6 | (74) | (3) | |
Total income tax provision (benefit) | $ 32 | $ (31) | $ 2 | |
A Pi Group Corp Predecessor [Member] | ||||
Current: | ||||
State | $ 2 | |||
Foreign | 5 | |||
Total current tax provision | 7 | |||
Deferred: | ||||
Total income tax provision (benefit) | $ 7 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Expected provision (benefit) at statutory federal rate | $ 17 | $ (39) | $ (32) | |
Deferred remeasurement | 33 | |||
State tax, net of federal benefit | 8 | (6) | 1 | |
Foreign rate differential | 1 | |||
Valuation allowance | 4 | |||
Transaction costs | 4 | 1 | ||
Permanent differences and other | 2 | 9 | ||
Total income tax provision (benefit) | $ 32 | $ (31) | $ 2 | |
Expected provision (benefit) at statutory federal rate | 21.00% | 21.00% | 21.00% | |
Deferred remeasurement | 0.00% | 0.00% | (21.50%) | |
State tax, net of federal benefit | 10.10% | 2.60% | (0.70%) | |
S-corporation exclusion | 0.00% | 0.00% | 0.00% | |
Foreign rate differential | 1.30% | 0.00% | 0.00% | |
Valuation allowance | 0.00% | (1.20%) | (0.20%) | |
Transaction costs | 5.10% | (0.50%) | 0.00% | |
Permanent differences and other | 2.50% | (4.50%) | 0.10% | |
Total provision (benefit) for income taxes | 40.00% | 17.40% | (1.30%) | |
APi Group Corp Predecessor [Member] | ||||
Expected provision (benefit) at statutory federal rate | $ 20 | |||
State tax, net of federal benefit | 2 | |||
S-corporation exclusion | (18) | |||
Valuation allowance | 2 | |||
Permanent differences and other | 1 | |||
Total income tax provision (benefit) | $ 7 | |||
Expected provision (benefit) at statutory federal rate | 21.00% | |||
Deferred remeasurement | 0.00% | |||
State tax, net of federal benefit | 1.90% | |||
S-corporation exclusion | (19.40%) | |||
Foreign rate differential | 0.00% | |||
Valuation allowance | 1.90% | |||
Transaction costs | 0.00% | |||
Permanent differences and other | 2.10% | |||
Total provision (benefit) for income taxes | 7.50% |
Income Taxes - Summary of Com_2
Income Taxes - Summary of Components of Deferred Tax Assets And Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Operating and finance lease liabilities | $ 28 | $ 28 |
Accrued compensation | 29 | 30 |
Accrued expenses | 23 | 21 |
Net operating loss carryforwards | 4 | 3 |
Goodwill | 16 | 35 |
Amortization on identified intangibles | 15 | 2 |
Contingent consideration and compensation liabilities | 7 | 9 |
Derivatives | 1 | 9 |
Other | 2 | 6 |
Gross deferred tax assets | 125 | 143 |
Valuation allowance | (3) | (4) |
Net deferred tax assets | 122 | 139 |
Deferred tax liabilities: | ||
Depreciation on fixed assets | 49 | 53 |
Operating lease right of use assets | 28 | 28 |
Deferred payments | 3 | 3 |
Withholding taxes on foreign earnings | 10 | 10 |
Other | 2 | 1 |
Deferred tax liabilities | 92 | 95 |
Net deferred tax assets | $ 30 | $ 44 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | Dec. 27, 2020 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets, valuation allowance | $ 3 | $ 4 | |||
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 2036. | ||||
Income tax penalties and interest accrued | $ 1 | 1 | |||
Income tax interest expense | 0 | $ 0 | $ 0 | ||
Unrecognized tax benefits that would impact effective tax rate | 2 | ||||
Unrecognized tax benefits to roll-off in next twelve months | 1 | ||||
Tax adjustment | 1 | ||||
Provision for percent deduction for business meal expenses purchased | 100.00% | ||||
APi Group Corp Predecessor [Member] | |||||
Income tax interest expense | $ 0 | ||||
Domestic Tax Authority [Member] | |||||
Operating loss carryforwards | 0 | ||||
State and Local Jurisdiction [Member] | |||||
Operating loss carryforwards | $ 32 | ||||
Operating loss carryforwards limitations | The state net operating loss carryforwards have carryforward periods of five to twenty years and begin to expire in 2027 | ||||
Operating loss carryforwards expiration year | 2027 | ||||
State and Local Jurisdiction [Member] | Minimum [Member] | |||||
Operating loss carryback term | 5 years | ||||
State and Local Jurisdiction [Member] | Maximum [Member] | |||||
Operating loss carryback term | 20 years | ||||
Foreign Tax Authority [Member] | |||||
Operating loss carryforwards | $ 10 | ||||
Operating loss carryback term | 3 years | ||||
Operating loss carryforwards, carryforward term | 20 years | ||||
Operating loss carryforwards expiration year | 2036 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Gross unrecognized tax benefits as of the beginning of the period | $ 3 | $ 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) | (1) | ||
Gross unrecognized tax benefits as of the end of the period | $ 2 | $ 3 | 4 | |
APi Group Corp Predecessor [Member] | ||||
Gross unrecognized tax benefits as of the beginning of the period | $ 4 | $ 4 | ||
Additions for tax positions taken in a prior period (including acquired uncertain tax positions) | ||||
Gross unrecognized tax benefits as of the end of the period | $ 4 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jan. 31, 2022 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
ESPP [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, purchase price of common stock, percent | 85.00% | ||||
Maximum number of shares purchased in offering period | 500 | ||||
Maximum value of common stock purchased during period under ESPP | $ 10,000,000,000 | ||||
Expense related to ESPP | $ 3,000,000 | ||||
Number of common stock issued related to ESPP | 411,320 | ||||
Weighted average price per share | $ 14.93 | ||||
Stock issued during period, value | $ 6,000,000 | ||||
Common stock reserved for future issuance | 8,088,680 | ||||
ESPP [Member] | Subsequent Event [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Number of common stock issued related to ESPP | 282,826 | ||||
ESPP [Member] | Accrued Salaries and Wages [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Accrued liability | $ 5,000,000 | ||||
401 (K) Plans [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Expense recognized | 11,000,000 | $ 11,000,000 | $ 2,000,000 | ||
401 (K) Plans [Member] | APi Group Corp Predecessor [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Expense recognized | $ 10,000,000 | ||||
Profit Sharing Plan [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Expense recognized | 15,000,000 | 14,000,000 | 5,000,000 | ||
Profit Sharing Plan [Member] | APi Group Corp Predecessor [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Expense recognized | 9,000,000 | ||||
Profit Sharing Plan [Member] | Accrued Salaries and Wages [Member] | Common Stock [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Accrued liability | 15,000,000 | 14,000,000 | |||
Retirement Compensation Arrangement [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Expense recognized | 0 | 0 | 1,000,000 | ||
Retirement Compensation Arrangement [Member] | APi Group Corp Predecessor [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Expense recognized | 3,000,000 | ||||
Multiemployer Pension Plans [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Withdrawal liability | $ 0 | $ 0 | $ 0 | ||
Multiemployer Pension Plans [Member] | APi Group Corp Predecessor [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Withdrawal liability | $ 0 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Participation in MEPPs (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Multiemployer Plans [Line Items] | |||||
Contributions | $ 95 | $ 85 | $ 24 | ||
APi Group Corp Predecessor [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Contributions | $ 71 | ||||
National Automatic Sprinkler Industry Pension Fund [Member] | |||||
Multiemployer Plans [Line Items] | |||||
EIN | 526054620 | ||||
PN | 001 | ||||
Plan Year-End | Dec. 31, 2020 | ||||
PPA Zone Status | Red | Green | Red | ||
FIP/RP Status | No | ||||
Contributions | $ 26 | $ 25 | 7 | ||
More Than 5% | false | ||||
Surcharge Imposed | No | ||||
Expiration Date of CBA | Mar. 31, 2025 | ||||
National Automatic Sprinkler Industry Pension Fund [Member] | APi Group Corp Predecessor [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Contributions | 20 | ||||
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 | No | ||||
Contributions | $ 9 | $ 6 | 2 | ||
More Than 5% | true | ||||
Surcharge Imposed | No | ||||
Expiration Date of CBA | Apr. 30, 2022 | ||||
Twin City Pipe Trades Pension Plan [Member] | APi Group Corp Predecessor [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Contributions | 6 | ||||
Sheet Metal Workers National Pension Fund [Member] | |||||
Multiemployer Plans [Line Items] | |||||
EIN | 526112463 | ||||
PN | 001 | ||||
Plan Year-End | Dec. 31, 2020 | ||||
PPA Zone Status | Yellow | Yellow | Yellow | ||
FIP/RP Status | Implemented | ||||
Contributions | $ 6 | $ 5 | 1 | ||
More Than 5% | false | ||||
Surcharge Imposed | No | ||||
Expiration Date of CBA | May 31, 2023 | ||||
Sheet Metal Workers National Pension Fund [Member] | APi Group Corp Predecessor [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Contributions | 3 | ||||
Asbetos Workers Local 2 Pension Fund [Member] | |||||
Multiemployer Plans [Line Items] | |||||
EIN | 236030054 | ||||
PN | 001 | ||||
Plan Year-End | Dec. 31, 2020 | ||||
PPA Zone Status | Green | Green | Green | ||
FIP/RP Status | No | ||||
Contributions | $ 6 | $ 1 | 0 | ||
More Than 5% | true | ||||
Surcharge Imposed | No | ||||
Expiration Date of CBA | Jul. 31, 2022 | ||||
Asbetos Workers Local 2 Pension Fund [Member] | APi Group Corp Predecessor [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Contributions | 1 | ||||
Boilermaker Blacksmith National Pension Trust [Member] | |||||
Multiemployer Plans [Line Items] | |||||
EIN | 486168020 | ||||
PN | 001 | ||||
Plan Year-End | Dec. 31, 2020 | ||||
PPA Zone Status | Yellow | Yellow | Yellow | ||
FIP/RP Status | Implemented | ||||
Contributions | $ 6 | $ 5 | 1 | ||
More Than 5% | false | ||||
Surcharge Imposed | No | ||||
Expiration Date of CBA | Jun. 30, 2023 | ||||
Boilermaker Blacksmith National Pension Trust [Member] | APi Group Corp Predecessor [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Contributions | 5 | ||||
National Electrical Benefit Fund [Member] | |||||
Multiemployer Plans [Line Items] | |||||
EIN | 530181657 | ||||
PN | 001 | ||||
Plan Year-End | Dec. 31, 2020 | ||||
PPA Zone Status | Green | Green | Green | ||
FIP/RP Status | No | ||||
Contributions | $ 6 | $ 7 | 2 | ||
More Than 5% | false | ||||
Surcharge Imposed | No | ||||
Expiration Date of CBA | Jun. 30, 2024 | ||||
National Electrical Benefit Fund [Member] | APi Group Corp Predecessor [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Contributions | 6 | ||||
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, 2021 | ||||
PPA Zone Status | Green | Green | Green | ||
FIP/RP Status | No | ||||
Contributions | $ 6 | $ 6 | 2 | ||
More Than 5% | false | ||||
Surcharge Imposed | No | ||||
Expiration Date of CBA | Feb. 29, 2024 | ||||
Heavy And General Laborers Local Union 472 And 172 Of New Jersey Pension Fund [Member] | APi Group Corp Predecessor [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Contributions | 5 | ||||
Plumbers And Pipefitters National Pension Fund [Member] | |||||
Multiemployer Plans [Line Items] | |||||
EIN | 526152779 | ||||
PN | 001 | ||||
Plan Year-End | Jun. 30, 2020 | ||||
PPA Zone Status | Yellow | Yellow | Yellow | ||
FIP/RP Status | Implemented | ||||
Contributions | $ 4 | $ 3 | 1 | ||
More Than 5% | false | ||||
Surcharge Imposed | No | ||||
Expiration Date of CBA | Jun. 1, 2024 | ||||
Plumbers And Pipefitters National Pension Fund [Member] | APi Group Corp Predecessor [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Contributions | 3 | ||||
Central Pension Fund Of The IUOE & Participating Employers [Member] | |||||
Multiemployer Plans [Line Items] | |||||
EIN | 366052390 | ||||
PN | 001 | ||||
Plan Year-End | Jan. 31, 2021 | ||||
PPA Zone Status | Green | Green | Green | ||
FIP/RP Status | No | ||||
Contributions | $ 3 | $ 3 | 1 | ||
More Than 5% | false | ||||
Surcharge Imposed | No | ||||
Expiration Date of CBA | May 31, 2023 | ||||
Central Pension Fund Of The IUOE & Participating Employers [Member] | APi Group Corp Predecessor [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Contributions | 2 | ||||
Sheet Metal Workers Local10 Pension Trust | |||||
Multiemployer Plans [Line Items] | |||||
EIN | 411562581 | ||||
PN | 001 | ||||
Plan Year-End | Dec. 31, 2020 | ||||
PPA Zone Status | Green | Green | Green | ||
FIP/RP Status | No | ||||
Contributions | $ 3 | $ 2 | 1 | ||
More Than 5% | true | ||||
Surcharge Imposed | No | ||||
Expiration Date of CBA | May 31, 2022 | ||||
Sheet Metal Workers Local10 Pension Trust | APi Group Corp Predecessor [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Contributions | 5 | ||||
Minnesota Laborers Pension Fund [Member] | |||||
Multiemployer Plans [Line Items] | |||||
EIN | 416159599 | ||||
PN | 001 | ||||
Plan Year-End | Dec. 31, 2020 | ||||
PPA Zone Status | Green | Green | Green | ||
FIP/RP Status | No | ||||
Contributions | $ 2 | $ 2 | 0 | ||
More Than 5% | false | ||||
Surcharge Imposed | No | ||||
Expiration Date of CBA | Apr. 30, 2023 | ||||
Minnesota Laborers Pension Fund [Member] | APi Group Corp Predecessor [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Contributions | 2 | ||||
Building Trades United Pension Trust Fund Milwaukee And Vicinity [Member] | |||||
Multiemployer Plans [Line Items] | |||||
EIN | 516049409 | ||||
PN | 001 | ||||
Plan Year-End | May 31, 2020 | ||||
PPA Zone Status | Green | Green | Green | ||
FIP/RP Status | No | ||||
Contributions | $ 2 | $ 3 | 1 | ||
More Than 5% | false | ||||
Surcharge Imposed | No | ||||
Expiration Date of CBA | May 31, 2023 | ||||
Building Trades United Pension Trust Fund Milwaukee And Vicinity [Member] | APi Group Corp Predecessor [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Contributions | 2 | ||||
Total Other [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Contributions | $ 16 | $ 17 | $ 5 | ||
Total Other [Member] | APi Group Corp Predecessor [Member] | |||||
Multiemployer Plans [Line Items] | |||||
Contributions | $ 11 |
Related-Party Transactions an_2
Related-Party Transactions and Investments - Additional Information (Detail) - USD ($) $ in Millions | Jan. 03, 2022 | Jan. 31, 2022 | Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||
Dividends declared in common shares | 8,000,000 | 12,000,000 | |||
Royal Oak Enterprises [Member] | |||||
Related Party Transaction [Line Items] | |||||
Net revenues from related party | $ 8 | ||||
Accounts receivable from related party | $ 2 | ||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of shares sold | 800,000 | ||||
Aggregate purchase price | $ 800 | ||||
Series B Preferred Stock [Member] | Viking Purchasers [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of shares sold | 200,000 | ||||
Aggregate purchase price | $ 200 | ||||
Series B Preferred Stock [Member] | Viking Purchasers [Member] | Minimum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage of outstanding stock owned by related party under agreement | 5.00% | ||||
Mariposa Acquisition I V L L C [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advisory services fees payable | $ 4 | $ 4 | |||
Preferred Stock [Member] | Mariposa Acquisition I V L L C [Member] | |||||
Related Party Transaction [Line Items] | |||||
Dividends declared in common shares | 12,447,912 | ||||
Preferred Stock [Member] | Mariposa Acquisition I V L L C [Member] | Subsequent Event [Member] | |||||
Related Party Transaction [Line Items] | |||||
Dividends declared in common shares | 7,539,697 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jan. 03, 2022 | Feb. 25, 2021 | Jan. 26, 2021 | Jan. 31, 2022 | Sep. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 26, 2021 |
Class Of Stock [Line Items] | |||||||||
Series A Preferred stock issued | 4,000,000 | 4,000,000 | |||||||
Series A Preferred stock outstanding | 4,000,000 | 4,000,000 | |||||||
Dividends declared in common shares | 8,000,000 | 12,000,000 | |||||||
Fair value of dividend amount | $ 155 | ||||||||
Common shares issued | 225,000,000 | 168,000,000 | |||||||
Mandatory Warrant Redemption [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Cash proceeds from the exercise of outstanding warrant | $ 230 | ||||||||
Warrant exercise price | $ 0.01 | ||||||||
Number of warrants outstanding | 3,791,778 | ||||||||
Warrant [Member] | Maximum [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Weighted average price of common stock | $ 18 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Series A Preferred stock issued | 4,000,000 | ||||||||
Series A Preferred stock outstanding | 4,000,000 | ||||||||
Percentage of annual dividend rate | 20.00% | ||||||||
Dividend price per share | $ 17.8829 | ||||||||
Initial offering price, per share | $ 10 | ||||||||
Annual dividend shares preferred stock | 141,194,638 | ||||||||
Appreciation of share price | $ 24.3968 | ||||||||
Dividends declared in common shares | 12,447,912 | ||||||||
Preferred stock convertible into common share, number of shares | 1 | ||||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Dividends declared in common shares | 7,539,697 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Liquidation preference per share | $ 24.60 | ||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Percentage of annual dividend rate | 5.50% | ||||||||
Number of shares issued and sold | 800,000 | ||||||||
Preferred stock, par value | $ 0.0001 | ||||||||
Aggregate purchase price | $ 800 | ||||||||
Weighted average price of common stock | $ 36.90 | ||||||||
Common Shares [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Proceeds from issuance of common stock, net of related expenses | $ 446 | ||||||||
Common shares issued | 22,716,049 | ||||||||
Common Shares [Member] | Mandatory Warrant Redemption [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Number of securities called by each warrant | 3 | ||||||||
Warrant exercise price | $ 11.50 | ||||||||
Warrants outstanding | $ 59,982,620 |
Shareholders' Equity - Assumpti
Shareholders' Equity - Assumptions Used in Calculating the Issuance Date Fair Value (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
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 | 2.30% |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Oct. 01, 2019 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of stock options granted | 0 | 0 | 0 | |||
Number of stock options exercised | 0 | 0 | 0 | |||
Share-based compensation expense | $ 12 | $ 5 | $ 156 | |||
Cash settlement of awards | $ 62 | |||||
APi Group Corp Predecessor [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 35 | |||||
Selling, General and Administrative Expenses [Member] | APi Group Corp Predecessor [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Incremental compensation expense | $ 35 | |||||
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 | $ 8 | 5 | ||||
Unearned compensation related to unvested RSUs | $ 14 | |||||
Unrecognized equity-based compensation cost, restricted stock units | 1 year 2 months 12 days | |||||
Tax benefits realized from tax deductions related to vesting of RSUs | $ 3 | |||||
Performance-Based Restricted Stock Units [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation expense | 8 | 5 | ||||
Unearned compensation related to unvested RSUs | $ 14 | |||||
Unrecognized equity-based compensation cost, restricted stock units | 2 years | |||||
Maximum [Member] | Restricted Stock Units [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Tax benefits realized from tax deductions related to vesting of RSUs | $ 1 | |||||
2019 Equity Incentive Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares available for grant | 14,851,875 | |||||
Vesting period, description | he 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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Shares, Outstanding, Beginning Balance | 162,500 | 162,500 | |
Shares, Granted | 0 | 0 | 0 |
Shares, Exercised | 0 | 0 | 0 |
Shares, Outstanding, Ending Balance | 162,500 | 162,500 | 162,500 |
Shares, Exercisable, ending Balance | 162,500 | ||
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ 11.50 | $ 11.50 | |
Weighted-Average Exercise Price, Outstanding, Ending Balance | 11.50 | $ 11.50 | $ 11.50 |
Weighted-Average Exercise Price, Exercisable, Ending Balance | $ 11.50 | ||
Weighted-Average Remaining Contractual Term, Outstanding | 2 years 9 months 18 days | 3 years 9 months 18 days | |
Weighted-Average Remaining Contractual Term, Exercisable | 2 years 9 months 18 days | ||
Aggregate Intrinsic Value, Outstanding, Beginning Balance | $ 1 | ||
Aggregate Intrinsic Value, Outstanding, Ending Balance | 1 | $ 1 | |
Aggregate Intrinsic Value, Exercisable, Ending Balance | $ 1 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Changes in Number of Outstanding RSUs and PSUs (Detail) - $ / shares | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock Units RSUs [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Outstanding, Beginning Balance | 1,108,562 | 929,266 | |
Granted | 929,266 | 246,677 | 553,442 |
Vested | (493,787) | (349,756) | |
Forfeited | (100,326) | (24,390) | |
Outstanding, Ending Balance | 929,266 | 761,126 | 1,108,562 |
Expected to vest, Ending Balance | 673,481 | ||
Weighted-Average Grant Date Fair Value Per Share, Outstanding, Beginning Balance | $ 10.67 | $ 10.25 | |
Weighted-Average Grant Date Fair Value Per Share, Granted | 19.65 | 11.12 | |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | 12.78 | 10.85 | |
Weighted-Average Grant Date Fair Value Per Share, Outstanding, Ending Balance | $ 10.25 | 13.23 | $ 10.67 |
Weighted-Average Grant Date Fair Value Per Share, Expected to vest, Ending Balance | $ 13.23 | ||
Weighted-Average Remaining Contractual Term, Outstanding | 2 years 7 months 6 days | 1 year 2 months 12 days | 1 year 9 months 18 days |
Weighted-Average Remaining Contractual Term, Expected to vest | 1 year 2 months 12 days | ||
Performance-Based Restricted Stock Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted | 674,229 | ||
Change in units based on performance expectations | (13,260) | ||
Forfeited | (108,640) | ||
Outstanding, Ending Balance | 552,329 | ||
Expected to vest, Ending Balance | 488,728 | ||
Weighted-Average Grant Date Fair Value Per Share, Granted | $ 19.19 | ||
Weighted-Average Grant Date Fair Value Per Share, Change in units based on performance expectations | 22.01 | ||
Weighted-Average Grant Date Fair Value Per Share, Forfeited | 19.18 | ||
Weighted-Average Grant Date Fair Value Per Share, Outstanding, Ending Balance | 19.12 | ||
Weighted-Average Grant Date Fair Value Per Share, Expected to vest, Ending Balance | $ 19.12 | ||
Weighted-Average Remaining Contractual Term, Outstanding | 2 years | ||
Weighted-Average Remaining Contractual Term, Expected to vest | 2 years |
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Net income (loss) | $ 47 | $ (153) | $ (153) |
Less income attributable to Series A Preferred Stock | (184) | (222) | |
Net income (loss) attributable to common shareholders | $ (137) | $ (375) | $ (153) |
Basic and diluted weighted average shares outstanding | 205,758,208 | 169,482,340 | |
Loss per common share - basic and diluted | $ (0.67) | $ (2.21) |
Earnings (Loss) Per Share - S_2
Earnings (Loss) Per Share - Summary of Computation Earnings (Loss) Per Common Share Using Two Class Method (Parenthetical) (Detail) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
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 | |
Series A 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 | 4,000,000 |
Dilutive securities includes common shares issuable pursuant to the annual preferred share dividend | 7,539,697 | 12,447,912 |
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 | 162,500 |
Restricted Stock Units RSUs [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive Securities Excluded from Calculation of Diluted Earnings Per Share | 761,126 | 1,108,562 |
Performance Stock Units PSUs [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive Securities Excluded from Calculation of Diluted Earnings Per Share | 552,329 | |
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 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021Segment | |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenues | $ 3,940 | $ 3,587 | $ 985 | |
EBITDA Reconciliation | ||||
Operating income (loss) | 136 | (166) | (161) | |
Plus: | ||||
Investment income and other, net | 12 | 34 | 25 | |
Loss on extinguishment of debt | (9) | |||
Depreciation | 75 | 81 | 18 | |
Amortization | 127 | 182 | 51 | |
EBITDA | 341 | 131 | (67) | |
Total assets | 5,159 | 4,065 | 4,011 | |
Capital expenditures | 55 | 38 | 11 | |
APi Group Corp Predecessor [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenues | $ 3,107 | |||
EBITDA Reconciliation | ||||
Operating income (loss) | 102 | |||
Plus: | ||||
Investment income and other, net | 11 | |||
Loss on extinguishment of debt | ||||
Depreciation | 52 | |||
Amortization | 26 | |||
EBITDA | 191 | |||
Total assets | 2,315 | |||
Capital expenditures | 53 | |||
Safety Services [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenues | 2,080 | 1,639 | 435 | |
EBITDA Reconciliation | ||||
Operating income (loss) | 207 | 8 | 34 | |
Plus: | ||||
Investment income and other, net | 6 | 13 | ||
Loss on extinguishment of debt | ||||
Depreciation | 8 | 6 | 2 | |
Amortization | 66 | 113 | 23 | |
EBITDA | 287 | 140 | 59 | |
Total assets | 2,170 | 2,134 | 1,770 | |
Capital expenditures | 6 | 2 | 1 | |
Safety Services [Member] | APi Group Corp Predecessor [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenues | 1,342 | |||
EBITDA Reconciliation | ||||
Operating income (loss) | 161 | |||
Plus: | ||||
Investment income and other, net | 1 | |||
Depreciation | 4 | |||
Amortization | 4 | |||
EBITDA | 170 | |||
Total assets | 812 | |||
Capital expenditures | 4 | |||
Specialty Services [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenues | 1,653 | 1,401 | 386 | |
EBITDA Reconciliation | ||||
Operating income (loss) | 102 | (22) | 19 | |
Plus: | ||||
Investment income and other, net | 5 | 16 | 5 | |
Loss on extinguishment of debt | ||||
Depreciation | 41 | 46 | 8 | |
Amortization | 45 | 55 | 18 | |
EBITDA | 193 | 95 | 50 | |
Total assets | 1,053 | 996 | 1,305 | |
Capital expenditures | 34 | 24 | 4 | |
Specialty Services [Member] | APi Group Corp Predecessor [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenues | 1,107 | |||
EBITDA Reconciliation | ||||
Operating income (loss) | 60 | |||
Plus: | ||||
Investment income and other, net | 7 | |||
Depreciation | 28 | |||
Amortization | 16 | |||
EBITDA | 111 | |||
Total assets | 882 | |||
Capital expenditures | 27 | |||
Industrial Services [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenues | 277 | 563 | 167 | |
EBITDA Reconciliation | ||||
Operating income (loss) | (24) | (34) | (5) | |
Plus: | ||||
Investment income and other, net | 4 | 1 | ||
Loss on extinguishment of debt | ||||
Depreciation | 20 | 25 | 5 | |
Amortization | 12 | 10 | 9 | |
EBITDA | 12 | 2 | 9 | |
Total assets | 246 | 274 | 568 | |
Capital expenditures | 14 | 10 | 6 | |
Industrial Services [Member] | APi Group Corp Predecessor [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenues | 670 | |||
EBITDA Reconciliation | ||||
Operating income (loss) | ||||
Plus: | ||||
Investment income and other, net | 1 | |||
Depreciation | 14 | |||
Amortization | 6 | |||
EBITDA | 21 | |||
Total assets | 394 | |||
Capital expenditures | 21 | |||
Corporate and Eliminations [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenues | (70) | (16) | (3) | |
EBITDA Reconciliation | ||||
Operating income (loss) | (149) | (118) | (209) | |
Plus: | ||||
Investment income and other, net | (3) | 4 | 20 | |
Loss on extinguishment of debt | (9) | |||
Depreciation | 6 | 4 | 3 | |
Amortization | 4 | 4 | 1 | |
EBITDA | (151) | (106) | (185) | |
Total assets | 1,690 | 661 | 368 | |
Capital expenditures | $ 1 | $ 2 | ||
Corporate and Eliminations [Member] | APi Group Corp Predecessor [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenues | (12) | |||
EBITDA Reconciliation | ||||
Operating income (loss) | (119) | |||
Plus: | ||||
Investment income and other, net | 2 | |||
Depreciation | 6 | |||
Amortization | ||||
EBITDA | (111) | |||
Total assets | 227 | |||
Capital expenditures | $ 1 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jan. 03, 2022 | Feb. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||
Line of credit outstanding | $ 1,791 | $ 1,443 | ||
Revolving Credit Facility [Member] | Term Loan Facility [Member] | ||||
Subsequent Event [Line Items] | ||||
Line of credit outstanding | $ 0 | $ 0 | ||
Maturity date | Oct. 1, 2024 | |||
Revolving Credit Facility [Member] | Term Loan Facility [Member] | Eurodollar [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt, variable interest rate | 2.25% | |||
Revolving Credit Facility [Member] | Term Loan Facility [Member] | Base Rate [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt, variable interest rate | 1.25% | |||
Mandatory Warrant Redemption [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrant exercise price | $ 0.01 | |||
Number of warrants outstanding | 3,791,778 | |||
Cash proceeds from the exercise of outstanding warrant | $ 230 | |||
Subsequent Event [Member] | Senior Notes [Member] | Escrow [Member] | ||||
Subsequent Event [Line Items] | ||||
Line of credit outstanding | $ 300 | |||
Line of credit facility, interest rate | 4.75% | |||
Subsequent Event [Member] | 2021 Term Loan [Member] | Term Loan Facility [Member] | 2022 Incremental Amendment [Member] | ||||
Subsequent Event [Line Items] | ||||
Line of credit outstanding | $ 1,100 | |||
Maturity date | Dec. 31, 2028 | |||
Subsequent Event [Member] | 2021 Term Loan [Member] | Term Loan Facility [Member] | Eurodollar [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt, variable interest rate | 2.75% | |||
Subsequent Event [Member] | 2021 Term Loan [Member] | Term Loan Facility [Member] | Base Rate [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt, variable interest rate | 1.75% | |||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares sold | 800,000 | |||
Aggregate purchase price | $ 800 | |||
Weighted average price of common stock | $ 36.90 | |||
Subsequent Event [Member] | Chubb Limited Fire And Security Business [Member] | ||||
Subsequent Event [Line Items] | ||||
Purchase price consideration transferred | $ 3,100 | |||
Aggregate cash consideration | 2,900 | |||
Assumed liabilities, and other adjustments | $ 200 | |||
Subsequent Event [Member] | Chubb Limited Fire And Security Business [Member] | Series B Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares sold | 800,000 | |||
Aggregate purchase price | $ 800 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Detail) - Allowance for doubtful accounts [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Balance at beginning of period | $ 4 | |
Credit loss expense | 1 | 4 |
Write-offs | (2) | |
Balance at end of period | $ 3 | $ 4 |