What changed in this filing

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Item 1. Financial Statements

2020-11-12 compared with 2020-08-12 · 733 added, 222 removed, 680 unchanged (58% of the section changed)

3 unchanged sentences

(In millions, except per share data)

September 30,

Current assets:

Cash and cash equivalents

Accounts receivable, net of allowances of $3 and $0 at June 30, 2020

Accounts receivable, net of allowances of $2 and $0 at September 30, 2020

and December 31, 2019, respectively

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unlimited authorized shares;

issued and outstanding at June 30, 2020 and December 31, 2019, respectively

issued and outstanding at September 30, 2020 and December 31, 2019, respectively

Common shares;

$0.0001 par value, unlimited authorized shares, 169 and 170

shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively

$0.0001 par value, unlimited authorized shares, 170 shares issued and outstanding

at both September 30, 2020 and December 31, 2019

Additional paid-in capital

8 unchanged sentences

Three Months Ended

Six months ended

September 30,

Nine Months Ended

September 30,

(Predecessor)

2 unchanged sentences

Selling, general, and administrative expenses

Impairment of goodwill and intangible assets

Impairment of goodwill

Operating income (loss)

1 unchanged sentence

Investment income and other, net

Other expense, net

Other (income) expense, net

Income (loss) before income tax provision

11 unchanged sentences

(In millions)

Three months ended June 30,

Six months ended June 30,

Three Months Ended

September 30,

Nine Months Ended

September 30,

(Predecessor)

2 unchanged sentences

Other comprehensive income (loss):

Fair value change - derivatives, net of $1, $0, $10, and $0 of tax (expense) benefit , respectively

Fair value change - derivatives, net of tax (expense) benefit ($0, $0, $10, and $0, respectively)

Foreign currency translation adjustment

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Balance, December 31, 2019

Fair value change -

Foreign currency

Fair value change - derivatives

Foreign currency translation adjustment

Share cancellations

Share-based compensation

Balance, March 31, 2020

Fair value change -

Foreign currency

Fair value change - derivatives

Foreign currency translation adjustment

Share-based compensation

Balance, June 30, 2020

Fair value change - derivatives

Foreign currency translation adjustment

Warrants exercised

Share-based compensation

Balance, September 30, 2020

Common Stock Issued

4 unchanged sentences

Balance, December 31, 2018

Foreign currency translation

Foreign currency translation adjustment

Distributions and other

Balance, March 31, 2019

Foreign currency translation

Foreign currency translation adjustment

Distributions and other

Balance, June 30, 2019

Foreign currency translation adjustment

Repayments of stockholder note

Distributions and other

Balance, September 30, 2019

See notes to condensed consolidated financial statements.

2 unchanged sentences

(In millions)

Six months ended June 30,

Nine Months Ended September 30,

(Predecessor)

2 unchanged sentences

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Impairment of goodwill and intangible assets

Impairment of goodwill

Deferred taxes

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Purchases of property and equipment

Proceeds from sales of property, equipment and held for sale assets

Proceeds from disposal of business

Proceeds from sales of property, equipment, held for sale assets and disposals of businesses

Advances on related-party and other notes receivable

Payments received on related-party and other notes receivable

Net cash used in investing activities

3 unchanged sentences

Payments on long-term borrowings

Proceeds from exercise of warrants

Payments of acquisition-related consideration

2 unchanged sentences

Effect of foreign currency exchange rate change on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents, beginning of period

2 unchanged sentences

Cash paid for interest

Cash paid for income taxes

Cash paid for income taxes, net of refunds

See notes to condensed consolidated financial statements.

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Until its acquisition of APi Group, Inc.

(“APi Group”) on October 1, 2019, the Company had neither engaged in any operations nor generated any revenues.

(See Note 4 – “Business Combinations”).

(“APi Group”) on October 1, 2019, the Company had neither engaged in any operations nor generated any revenues (See Note 4 – “Business Combinations”).

Basis of Presentation and Significant Accounting Policies

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Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions.

See Note 4 – “Business Combinations” for a discussion of the fair values of assets and liabilities recorded in connection with the APi Acquisition, which remain preliminary as of June 30, 2020.

See Note 4 – “Business Combinations” for a discussion of the fair values of assets and liabilities recorded in connection with the APi Acquisition, which was finalized during the third quarter of 2020.

As a result of the application of the acquisition method of accounting as of the effective date of the APi Acquisition, the accompanying Interim Statements include a black line division, where applicable, which indicates a differentiation that the Predecessor and Successor reporting entities shown are presented on a different basis and are, therefore, not comparable.

The historical financial information of the Company which was, prior to the APi Acquisition, an acquisition vehicle, has not been presented in financial statements as these historical amounts are not considered meaningful.

The historical financial information of the Company which was, prior to the APi Acquisition, an acquisition vehicle, has not been presented in these Interim Statements as these historical amounts are not considered meaningful.

As an acquisition vehicle, the Company retained and invested the proceeds from its initial public offering (the “IPO”) and the funds were used to pay a portion of the cash consideration for the APi Acquisition.

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Prior to such conversion, APi Group was a S corporation and generally not subject to federal income taxes within the United States.

The pro forma net income presented on the face of the unaudited condensed consolidated statement of operations, therefore, includes an adjustment for income tax expense on the income as if APi Group had been a C corporation for the three and six months ended June 30, 2019, at an assumed combined federal, state, local and foreign effective income tax rate of 28.7%.

The pro forma net income presented on the face of the unaudited condensed consolidated statement of operations, therefore, includes an adjustment for income tax expense on the income as if APi Group had been a C corporation for the three and nine months ended September 30, 2019, at an assumed combined federal, state, local and foreign effective income tax rate of 28.7%.

APi Group Corporation

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Management’s application of U.S.

GAAP requires the pervasive use of estimates and assumptions in preparing the unaudited condensed consolidated financial statements.

On January 30, 2020, the World Health Organization declared the coronavirus outbreak (COVID-19) a “Public Health Emergency of International Concern” and on March 11, 2020, declared COVID-19 a pand emic.

GAAP requires the pervasive use of estimates and assumptions in preparing the unaudited condensed consolidated financial s tatements.

In mid-March 2020, U.S.

State Governors, local officials and leaders outside of the U.S.

State Governors, lo cal officials and leaders outside of the U.S.

began ordering various “shelter-in-place” orders , which have had various impacts on the U.S.

and global economies.

This has required greater use of estimates and assumptions in the preparation of the Interim 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 effecti ve 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 productiv ity, supply chain continuity, required remedial measures, and timing as to a return to normalcy.

Since that time and through September 30, 2020, the U.S.

State Governors have issued new and re newed health and civil preparedness policies that limit social gatherings and business activities.

This has required greater use of estimates and assumptions in the preparation of the Interim Statements, specifically those estimates and assumptions utilize d 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 th e duration and severity of the COVID-19 pandemic, timing and amount of demand shifts for the Company’s services, labor availability and productivity, supply chain continuity, required remedial measures, and timing of a return to normalcy.

As the COVID-19 pandemic continues to evolve, the Company believes the extent of the impact to its businesses, operating results, cash flows, liquidity and financial condition will be primarily driven by the severity and duration of the COVID-19 pandemic, the pandemic’s impact on the U.S.

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Additionally, a significant change in business climate, a loss of a significant customer, increased competition, a sustained decrease in share price, or a decrease in estimated fair value below book value may trigger the need for interim impairment testing of goodwill associated with one or more reporting units.

While the Company’s services have largely been deemed essential, the Company did experience negative impacts from COVID-19 on its operations during the three and six months ended June 30, 2020.

The impact of COVID-19 has negatively impacted the Company’s operations, suppliers and other vendors, and customer base.

While the Company’s services have largely been deemed essential, the Company did experience negative impacts from COVID-19 on its operations including impacts from the Company’s suppliers, other vendors, and customer base.

In addition to the impacts of COVID-19, the Company was also impacted by a significant decline in demand and volatility in oil prices as some of the Company’s services involve work within the oil and gas industry.

As a result of these factors and the significant decline in the Company’s market capitalization during the first quarter of 2020, the Company concluded that an impairment triggering event had occurred for all of its reporting units and performed impairment tests for its goodwill and recoverability tests for its long-lived assets, which primarily include finite-lived intangible assets, property and equipment and right of use lease assets.

As a result of the impairment testing performed in connection with the triggering event, the Company determined that certain of its goodwill and intangible assets were impaired as the preliminary carrying values of some reporting units exceeded fair values.

The Company recorded an aggregate non-cash charge of $208 (of which $5 related to a business classified as held for sale) during the six months ended June 30, 2020 in connection with these impairments.

As of March 31, 2020, based on preliminary carrying values from the APi Acquisition, the Company determined that goodwill was impaired as the preliminary carrying values of some reporting units exceeded fair values.

The Company recorded an impairment charge to goodwill of $203.

During the third quarter of 2020, the Company finalized its purchase price allocation of the reporting units from the APi Acquisition which resulted in changes to the carrying values of each reporting unit and a revised impairment charge of $197 (comprised of $193 at businesses with ongoing operations and $4 at a business that was divested prior to September 30, 2020).

See Note 7 – “Goodwill and Intangibles” for further information.

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The Company evaluated each reporting unit for impairment by performing a quantitative test comparing the fair value of each reporting unit with its carrying amount, including goodwill.

If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recorded as a reduction to goodwill with a corresponding change to earnings in the period the goodwill is determined to be impaired.

Any goodwill impairment is limited to the total amount of goodwill allocated to that reporting unit.

As of June 30, 2020 , the Company had not finalized its purchase price allocation for the APi Acquisition (See Note 4 – “Business Combinations”).

The carrying value of each reporting unit used in the impairment te st was based on preliminary values from the APi Acquisition.

During the second quarter of 2020, the Company recorded measurement period adjustments to the fair values of property and equipment acquired in the APi Acquisition, but this did not have a signif icant impact on the carrying values of the reporting units and the remeasurement of the goodwill was not significant.

The Company will finalize its accounting for the APi Acquisition during the third quarter of 2020, which will lead to changes in the carrying value of each reporting unit and may change the corresponding impairment charge recognized in each reporting unit.

If the carrying amount of a reporting u nit 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 alloca ted 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).

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As noted above in “Use of estimates and risks and uncertainty of COVID-19”, during the first quarter of 2020, the Company concluded that an impairment triggering event had occurred.

The Company reviewed its long-lived assets for impairment and recorded a $5 impairment charge related to the intangible assets that were part of a business classified as held for sale at June 30, 2020.

The impairment was measured under the market multiple approach, utilizing estimates of market multiples from the eventual sale of the business based on information obtained as part of the marketing process.

The carrying value used in the impairment test was based on preliminary values from the APi Acquisition.

The Company anticipates it will finalize its purchase price allocation for the APi Acquisition during the third quarter of 2020, which will lead to changes in the carrying value and may change the corresponding impairment charge.

As of March 31, 2020, the Company reviewed its long-lived assets for impairment and recorded a $5 impairment charge related to the intangible assets that were part of a business classified as held for sale.

The impairment was based on preliminary carrying values from the APi Acquisition.

During the third quarter of 2020 the Company finalized its purchase price allocation for the APi Acquisition which resulted in a reversal of the $5 impairment charge.

The Company holds investments in joint ventures, which are accounted for under the equity method of accounting as the Company does not exercise control over the joint ventures.

The Company’s share of earnings from the joint ventures was $5 and $7, during the three and six months ended June 30, 2020 (Successor), and $0 and $1 during the three and six months end June 30, 2019 (Predecessor).

The Company’s share of earnings from the joint ventures was $5 and $12, during the three and nine months ended September 30, 2020 (Successor), and $5 and $6 during the three and nine months ended September 30, 2019 (Predecessor).

The earnings are recorded within “investment income and other, net” in the condensed consolidated statements of operations.

The investment balances were $9 and $6 as of June 30, 2020 and December 31, 2019, respectively, and are recorded within other assets in condensed consolidated balance sheets.

The investment balances were $10 and $6 as of September 30, 2020 and December 31, 2019, respectively, and are recorded within “other assets” in the condensed consolidated balance sheets.

Recent accounting pronouncements

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Accounting standards issued but not yet adopted:

In August 2020, the FASB issued ASU 2020-06, Debt – Debt Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), 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.

The Company is reviewing the impact of this guidance but does not currently expect the adoption of this guidance to have a material impact on its consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815):

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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 is currently evaluating the potential effect of this ASU on its consolidated financial statements.

The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements but does not currently expect the adoption to have a material impact on its consolidated financial statements.

Business Combinations

On September 2, 2019, the Company (then known as J2 Acquisition Limited) entered into an agreement (the “Purchase Agreement”) to acquire all of the issued and outstanding capital stock of APi Group (the “APi Acquisition”), a market-leading business services provider of safety, specialty, and industrial services in over 200 locations, primarily in North America.

In accordance with the terms of the Purchase Agreement, on October 1, 2019, the Company completed the APi Acquisition and obtained control of APi Group and, concurrently, changed the Company’s name to APi Group Corporation.

On October 1 2019, the Company (then known as J2 Acquisition Limited) completed the acquisition of all of the issued and outstanding capital stock of APi Group (the “APi Acquisition”), a market-leading business services provider of safety, specialty, and industrial services in over 200 locations, primarily in North America.

Concurrently, the Company’s name was changed to APi Group Corporation.

APi Group Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Amounts in millions, except shares and where noted otherwise)

The aggregate purchase price consideration transferred to the shareholders of APi Group (the “Sellers”) totaled $2,993 , which included:

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The Company funded the cash portion of the purchase price with a combination of cash on hand, a $1,200 term loan under a new term loan facility (see Note 11 – “Debt”) and approximately $207 of proceeds from a warrant exercise.

APi Group Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Amounts in millions, except shares and where noted otherwise)

The deferred purchase price consideration is an estimate of future payments to be made to the Sellers pursuant to the terms of the Purchase Agreement upon final determination of certain income tax related matters.

Prior to the APi Acquisition, APi Group was structured for United States (“US”) income tax purposes as a “flow through entity”.

Pursuant to the terms of the Pu rchase Agreement, the Company agreed to pay to the Sellers the following amounts:

Pursuant to the terms of the Purchase Agreement, the Company agreed to pay to the Sellers the following amounts:

i) up to $130 related to an Internal Revenue Code (“IRC”) Section 338(h)(10) election made by the Sellers;

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These deferred payments are expected to be paid to the Sellers over the course of approximately 18 months from the APi Acquisition date.

A final determination of the amounts of deferred purchase consideration due to the sellers will not be determined until such time that the Company files its final 2019 tax return.

As of June 30, 2020, $46 h as been paid related to the IRC Section 338(h)(10) election , $23 has been paid for the IRC Section 965 taxes incurred by the Sellers and an additional $10 has been paid to cover Sellers’ state and federal tax liabilities for 2019.

A final determination of the amounts of deferred purchase consideration due to the Sellers will not be determined until such time that the Company files its amended 2019 tax return.

As of September 30, 2020, $47 has been paid related to the IRC Section 338(h)(10) election, $23 has been paid for the IRC Section 965 taxes incurred by the Sellers and an additional $10 has been paid to cover Sellers’ state and federal tax liabilities for 2019.

No further payments are expected to be made related to the IRC Section 965 or the Sellers’ state and federal tax liabilities for 2019.

The Company expects to file its final 2019 tax returns no later than the fourth quarter of 2020.

The fair value of the deferred purchase consideration is based on management’s estimated amounts and timing of fu ture payments, discounted utilizing rates ranging from 2.6% to 2.8% to reflect market participant assumptions.

The discount rate utilized was a risk-free rate selected based on the nearest risk-free rate term associated with the payments of the deferred pu rchase consideration, with a credit risk premium applied as the payments are not risk-free.

The fair value of the deferred purchase consideration is based on management’s estimated amounts and timing of future payments, discounted utilizing rates ranging from 2.6% to 2.8% to reflect market participant assumptions.

The discount rate utilized was a risk-free rate selected based on the nearest risk-free rate term associated with the payments of the deferred purchase consideration, with a credit risk premium applied as the payments are not risk-free.

The estimated fair value of the Company’s capital stock issued as purchase consideration was determined in accordance with ASC 820, Fair Value Measurement (“ASC 820”) .

The APi Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”).

The purchase price has been preliminarily allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their estimated fair values, with the exception of the following:

i) pre-acquisition contingencies which are recognized and measured in accordance with ASC 450, Contingencies (“ASC 450”) if fair value cannot be determined;

ii) indemnification assets which are recognized and recorded in accordance with ASC 805 consistent with that used to measure the liabilities to which they relate, subject to any contractual limitations;

iii) deferred income tax assets acquired and liabilities assumed which are recognized and measured in accordance with ASC 740, Income Taxes ;

iv) certain lease related assets and liabilities which are measured and recognized in accordance with ASC 842, Leases and;

v) assets held for sale which are measured in accordance with ASC 360, Impairment or Disposal of Long-Live Assets .

The Company has not finalized its accounting for the APi Acquisition as this transaction occurred during the fourth quarter of 2019.

The areas of the purchase price allocation that are not yet finalized are primarily related to the valuation of:

i) intangible assets;

ii) lease-related assets and liabilities;

iii) indemnification assets and;

iv) pre-acquisition contingencies.

Additionally, the purchase price allocation is provisional for income tax-related matters and a final determination of deferred purchase consideration.

The Company will finalize its accounting for the APi Acquisition, including the allocation of goodwill to reporting units, during the third quarter of 2020.

The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill.

During the third quarter of 2020, the purchase price allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed was finalized, including the allocation of goodwill to reporting units.

The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed was recorded as goodwill.

The APi Acquisition resulted in recorded goodwill as a result of a higher consideration multiple paid relative to prior similar acquisitions driven by maturity and quality of the operations and industry, including workforce, and how the Company expects to leverage this business within the public capital markets to create additional value for its shareholders.

The Company has assigned the provisional goodwill to its reportable segments as follows:

The Company has assigned the goodwill to its reportable segments as follows:

i) Safety Services—$756;

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iii) Industrial Services—$69.

During the six months ended June 30, 2020, the Company recorded measurement period adjustments related to revising the estimate of deferred consideration, which reduced the purchase price by $12 and reduced goodwill.

The reduction in goodwill was offset by an increase in goodwill caused by adjustments of $13 related to the fair value of acquired property and equipment and associated deferred tax liabilities.

Under the terms of the Purchase Agreement, the Sellers made a Section 338(h)(10) election under the US IRC.

Accordingly, goodwill attributable to the US operating subsidiaries and the step-up to fair value allocated to US domiciled property and equipment and intangible assets reflected in the acquisition date balance sheet are expected to be deductible for US income tax purposes.

The provisional amount of goodwill that is expected to be deductible for US income tax purposes is $926.

The amount of goodwill that is expected to be deductible for US income tax purposes is $1,040.

Prior to the APi Acquisition, one of the APi Group subsidiaries was the subject of a class action lawsuit in which the plaintiffs claim the Subsidiary owed unpaid overtime wages stemming from its alleged misclassification of employees as exempt from time-and-a-half pay under the Fair Labor Standards Act (FLSA).

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(Amounts in millions, except shares and where noted otherwise)

The following table summarizes the preliminary fair value of consideration transferred and the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of the APi Acquisition:

The following table summarizes the final fair value of consideration transferred and the final estimated fair values of the assets acquired and liabilities assumed at the date of the APi Acquisition:

Cash paid at closing

Deferred consideration

Share consideration—28,373,000 APG ordinary shares

Share consideration—28,373,000 APG common shares

Total consideration

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Intangible assets

Deferred tax assets

Accounts payable

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Net assets acquired

The final fair value of consideration transferred did not differ materially from preliminary estimates with the exception of remeasurement adjustments to goodwill and intangible assets.

See Note 7 – “Goodwill and Intangibles” for further information regarding the remeasurement adjustments to goodwill and intangible assets.

The fair value of the acquired trade accounts receivable approximates the carrying value of trade accounts receivables due to the short-term nature of the expected timeframe to collect the amounts due to the Company and the contractual cash flows, which are expected to be collected related to these receivables.

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Tradenames and trademarks relate to the individual acquired subsidiaries’ names and overall consolidated group name and related industry recognition.

Contractual backlog represents the expected remaining cash flows to be received under non-cancellable customer contracts, which are anticipated to be completed within the next 15 months.

Contractual backlog represents the expected remaining cash flows to be received under non-cancellable customer contracts, which are anticipated to be completed within 15 to 36 months following the October 1, 2019 acquisition date.

The cash flow projections were discounted using rates ranging from 14% to 19%.

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(Amounts in millions, except shares and where noted otherwise)

The following table summarizes the preliminary fair value of the identifiable intangible assets:

The following table summarizes the fair value of the identifiable intangible assets at the date of the APi Acquisition:

Contractual backlog

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The estimated useful lives over which the intangible assets will be amortized are as follows:

contractual backlog (15 months), customer relationships (8 years), and tradenames and trademarks (15 years).

contractual backlog (15 to 36 months), customer relationships (8 years), and tradenames and trademarks (15 years).

Pursuant to the terms of the Purchase Agreement, approximately $2 of cash consideration and $18 of share consideration (1,746,342 common shares) were placed into escrow.

As of June 30, 2020, 608,016 shares had been released from escrow to the Company in settlement of indemnification claims and subsequently cancelled.

As of September 30, 2020, 608,016 shares had been released from escrow to the Company in settlement of indemnification claims and subsequently cancelled.

The cash escrow and share consideration escrow represent escrow accounts established for consideration adjustments that may be required to be made by the employee stock ownership plan (“ESOP”).

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For any indemnification claims that are identified, the pro-rata portion that relates to the non-ESOP shareholders of APi Group will require settlement directly from those former shareholders.

The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the three and six months ended June 30, 2019 as if the APi Acquisition and related financing had occurred as of January 1, 2018, after giving effect to certain purchase accounting and financing adjustments.

The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the three and nine months ended September 30, 2019 as if the APi Acquisition and related financing had occurred as of January 1, 2018, after giving effect to certain purchase accounting and financing adjustments.

These amounts are based on financial information of APi Group and are not necessarily indicative of what the Company’s operating results would have been had the acquisition and related financing taken place on January 1, 2018.

June 30, 2019

(Predecessor)

June 30, 2019

(Predecessor)

Pro forma financial information is presented as if the operations of APi Group had been included in the consolidated results of the Company since January 1, 2018 and gives effect to transactions that are directly attributable to the APi Acquisition and related financing.

Successor and Predecessor periods have been combined in the pro forma financial information for the three and six months ended June 30, 2019 with pro forma adjustments to adjust for the different basis in accounting between the Successor and the Predecessor.

Successor and Predecessor periods have been combined in the pro forma financial information for the three and nine months ended September 30, 2019 with pro forma adjustments to adjust for the different basis in accounting between the Successor and the Predecessor.

Adjustments include:

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interest expense under the Company’s $1,200 term loan under a new term loan facility as if the amount borrowed to partially finance the purchase price was borrowed on January 1, 2018;

and adjustments for interest and investment income on cash and cash equivalents and investments in marketable securities held by the Company for the three and six months ended June 30, 2019 related to the IPO proceeds generated and invested until the completion of the APi Acquisition as the pro forma financial statements assume that the IPO financing occurred on January 1, 2018 and the proceeds were used to complete the APi Acquisition concurrently.

and adjustments for interest and investment income on cash and cash equivalents and investments in marketable securities held by the Company for the three and nine months ended September 30, 2019 related to the IPO proceeds generated and invested until the completion of the APi Acquisition as the pro forma financial statements assume that the IPO financing occurred on January 1, 2018 and the proceeds were used to complete the APi Acquisition concurrently.

Further adjustments assume income taxes for the Predecessor periods based on a blended US federal and state statutory tax rate.

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contingent compensation and contingent consideration.

Compensation arrangements are also contingent on the former owner’s future employment with APi Group.

Compensation arrangements are contingent on the former owner’s future employment with APi Group.

The expense related to contingent compensation arrangements is recognized over the required employment period which is typically three to five years.

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The total contingent compensation arrangement liability assumed as part of the APi Acquisition was $27.

T he total contingent compensation arrangement liability was $ 24 and $30 at June 30, 2020 and December 31, 2019 , respectively.

The maximum payout of these arrangements upon completion of the future performance periods is $ 97 and $99, inclusive of the $ 24 and $30 accrued as of June 30, 2020 and December 31, 2019 , respectively.

The tot al contingent compensation arrangement liability was $ 1 2 and $30 at September 30, 2020 and December 31, 2019 , respectively.

The maximum payout of these arrangements upon completion of the future performance periods is $ 8 2 and $99, inclusive of the $ 1 2 and $30 accrued as of September 30, 2020 and December 31, 2019 , respectively.

The contingent compensation liability is included in contingent consideration and compensation liabilities for all periods presented.

Compensation expense is recognized based on the indi vidual arrangement’s portion of the earnings achieved compared to the cumulative earnings target set in the arrangement in conjunction with the portion of the required employment period that has passed compared to what is remaining.

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 Simu lation method.

Compensation expense associated with these arrangements is recognized ratably over the required employment period.

The total accrued contingent consideration obligation assumed as part of the APi Acquisition was $8 which is included in other accrued and other noncurrent liabilities as of October 1, 2019.

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During the fourth quarter of 2019, the Company determined its intent to sell two subsidiaries in its Industrial Services segment and classified the net book value of those companies as held for sale in the consolidated balance sheet.

During the first quarter of 2020, the Company has completed the divestiture of one of the subsidiaries.

The sale was completed for $10, for which the Company recorded a note receivable within prepaid expense and other current assets on the condensed consolidated balance sheet.

The divestiture resulted in no gain or loss on sale.

The other business remained classified as held for sale at June 30, 2020 and was subsequently sold on July 1, 2020.

(see Note 17 – “Subsequent Events”)

The following table presents information related to the major classes of assets that were classified as assets held for sale in the consolidated balance sheets:

As of September 30, 2020, the Company has completed the divestitures of the subsidiaries.

The sales were completed for $10 and $5, for which the Company recorded notes receivable within “prepaid expense and other current assets” and “other assets” in the condensed consolidated balance sheet.

The subsidiaries divested sold for amounts that approximated carrying value and as a result, there was no significant gain or loss on sale.

The following table presents information related to the major classes of assets that were classified as assets held for sale in the condensed consolidated balance sheets:

September 30,

Property and equipment, net

1 unchanged sentence

Total assets held for sale

During the first quarter of 2020, the Company recorded an impairment of $5 on the intangible assets of a subsidiary held for sale as a result of the triggering events associated with the COVID-19 pandemic.

During the nine months ended September 30, 2020, the Company recorded a $4 goodwill impairment charge related to recording the carrying value of a subsidiary held for sale at its estimated selling price less costs to sell.

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.

Revenue is primarily recognized by the Company over time utilizing the cost-to-cost measure of progress, consistent with the Company’s previous revenue recognition practices.

Revenue recognized at a point in time relates primarily to distribution contracts and was not material for the three and six months ended June 30, 2020 (Successor) and 2019 (Predecessor), respectively.

Revenue recognized at a point in time relates primarily to distribution contracts and was not material for the three and nine months ended September 30, 2020 (Successor) and 2019 (Predecessor), respectively.

APi Group Corporation

2 unchanged sentences

Contracts with customers:

The Company derives revenue primarily from Safety Services, Specialty Services and Industrial Services contracts with a duration of less th an one week to three years, with the majority of contracts with durations of less than six months, which are subject to multiple pricing options, including fixed price, unit price, time and materials, or cost plus a markup.

The Company also enters into fix ed-price service contracts related to monitoring, maintenance and inspection of safety systems.

The Company derives revenue primarily from Safety Services, Specialty Serv ices and Industrial Services contracts with a duration of less than one week to three years, with the majority of contracts with durations of less than six months, which are subject to multiple pricing options, including fixed price, unit price, time and m aterials, 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 transa ctions and revenue is recognized on a gross basis.

When doing so, the Company is considered the principal in these transactions and revenue is recognized on a gross basis.

Revenue for fixed-price agreements is generally recognized over time using the cost-to-cost method of accounting, which measures progress based on the cost incurred to total expected cost in satisfying its performance obligation.

13 unchanged sentences

Disaggregated revenue information is as follows:

Three Months Ended June 30, 2020 (Successor)

Three Months Ended September 30, 2020 (Successor)

Corporate and

2 unchanged sentences

Corporate and Eliminations

Three Months Ended June 30, 2019 (Predecessor)

APi Group Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Amounts in millions, except shares and where noted otherwise)

Three Months Ended September 30, 2019 (Predecessor)

Corporate and

2 unchanged sentences

Corporate and Eliminations

APi Group Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Amounts in millions, except shares and where noted otherwise)

Six Months Ended June 30, 2020 (Successor)

Nine Months Ended September 30, 2020 (Successor)

Corporate and

2 unchanged sentences

Corporate and Eliminations

Six Months Ended June 30, 2019 (Predecessor)

Nine Months Ended September 30, 2019 (Predecessor)

Corporate and

2 unchanged sentences

Corporate and Eliminations

Three Months Ended June 30, 2020 (Successor)

Three Months Ended September 30, 2020 (Successor)

Corporate and

1 unchanged sentence

Canada and United Kingdom

Three Months Ended June 30, 2019 (Predecessor)

APi Group Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Amounts in millions, except shares and where noted otherwise)

Three Months Ended September 30, 2019 (Predecessor)

Corporate and

1 unchanged sentence

Canada and United Kingdom

Six Months Ended June 30, 2020 (Successor)

Nine Months Ended September 30, 2020 (Successor)

Corporate and

1 unchanged sentence

Canada and United Kingdom

Six Months Ended June 30, 2019 (Predecessor)

Nine Months Ended September 30, 2019 (Predecessor)

Corporate and

1 unchanged sentence

Canada and United Kingdom

APi Group Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Amounts in millions, except shares and where noted otherwise)

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.

1 unchanged sentence

The stand-alone selling price is estimated using the expected cost plus a margin approach for each performance obligation.

The aggregate amount of transaction price allocated to the performance obligations that are unsatisfied as of June 30, 2020, was $1,505.

The aggregate amount of transaction price allocated to the performance obligations that are unsatisfied as of September 30, 2020, was $1,428.

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.

6 unchanged sentences

Variable consideration is included in the transaction price only to the extent it is probable, in the Company’s judgment, that a significant future reversal in the amount of cumulative revenue recognized under the contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

Changes in the estimates of transaction prices are recognized in revenue on a cumulative catch-up basis in the period in which the revisions to the estimates are made.

Such changes in estimates may also result in the reversal of previously recognized revenue if the ultimate outcome differs from the Company’s previous estimate.

For the three and six months ended June 30, 2020 (Successor) and 2019 (Predecessor), the Company did not recognize significant revenue associated with the final settlement of contract value for any projects that were completed in prior periods.

In addition, for the three and six months ended June 30, 2020 (Successor) and 2019 (Predecessor), there were no significant reversals of revenue recognized associated with the revision of transaction prices.

APi Group Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Amounts in millions, except shares and where noted otherwise)

Changes in t he estimates of transaction prices are recognized in revenue on a cumulative catch-up basis in the period in which the revisions to the estimates are made.

Such changes in estimates may also result in the reversal of previously recognized revenue if the ul timate outcome differs from the Company’s previous estimate.

For the three and nine months ended September 30, 2020 (Successor) and 2019 (Predecessor) , the Company did not recognize significant revenue associated with the final settlement of contract value for any projects that were completed in prior periods.

In addition, for the three and nine months ended September 30, 2020 (Successor) and 2019 (Predecessor) , there were no significant reversals of revenue recognized associated with the revision of transa ction 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.

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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 June 30, 2020, none of the Company’s contracts contained a significant financing component.

As of September 30, 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 revenues recognized under the cost-to-cost measure of progress.

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Contract assets and liabilities are classified as current in the consolidated balance sheets as all amounts are expected to be relieved within one year.

APi Group Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Amounts in millions, except shares and where noted otherwise)

The opening and closing balances of accounts receivable, net of allowances, contract assets and contract liab ilities from contracts with customers as of June 30, 2020 and December 31, 2019 are as follows:

As of June 30, 2020

The opening and closing balances of accounts receivable, net of allowances, contract assets and contract liabilities from contracts with customers as of September 30, 2020 and December 31, 2019 are as follows:

As of September 30, 2020

As of December 31, 2019

3 unchanged sentences

In accordance with industry practice, accounts receivable includes retentions receivable, a portion of which may not be received within one year.

At June 30, 2020 and December 31, 2019, retentions receivable were $121 and $133, respectively, while the portions that may not be received within one year were $22 and $28, respectively.

At September 30, 2020 and December 31, 2019, retentions receivable were $122 and $133, respectively, while the portions that may not be received within one year were $22 and $28, respectively.

There were no other significant changes due to business acquisitions or significant changes in estimates of contract progress or transaction price.

6 unchanged sentences

The Company generally does not incur any significant costs related to obtaining a contract with a customer.

APi Group Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Amounts in millions, except shares and where noted otherwise)

Goodwill and Intangibles

The changes in the preliminary carrying amount of goodwill by reportable segment for the six months ended June 30, 2020 are as follows (amounts primarily represent the preliminary estimate of goodwill attributable to the APi Acquisition):

The changes in the carrying amount of goodwill by reportable segment for the nine months ended September 30, 2020 are as follows (amounts at December 31, 2019 represent the preliminary estimate of goodwill attributable to the APi Acquisition, which was finalized as of September 30, 2020):

Goodwill as of December 31, 2019

Impairments (1)

Measurement period adjustments

Goodwill as of June 30, 2020

During the first quarter of 2020, the Company concluded that a triggering event had occurred for all of its reporting units (see Note 2 – “Basis of Presentation and Significant Accounting Policies”).

Measurement period adjustments and other (2)

Goodwill as of September 30, 2020

During the nine months ended September 30, 2020, the Company concluded that a triggering event had occurred for all of its reporting units (see Note 2 – “Basis of Presentation and Significant Accounting Policies”).

Pursuant to the authoritative literature, the Company performed an impairment test and recorded an impairment charge of $193 to reflect the impairment of its goodwill.

The impairment charge of $34 recorded within the Safety Services segment was recorded within the Mechanical reporting unit.

The impairment charge of $83 recorded within the Safety Services segment was recorded within the Life Safety and Mechanical reporting unit for $57 and $26, respectively.

The impairment charge of $52 recorded within the Specialty Services segment was recorded within the Infrastructure/Utility reporting unit, Fabrication reporting unit and Specialty Contracting reporting unit for $30, $1 and $21, respectively.

The impairment charge of $58 recorded within the Industrial Services segment was recorded within the Transmission reporting unit and Civil reporting unit for $57 and $1, respectively.

The impairment charge was recorded based on preliminary estimates of each reporting unit’s carrying values, and may change in future periods as the purchase accounting for the APi Acquisition is finalized (See Note 2 – “Basis of Presentation and Significant Accounting Policies”).

APi Group Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Amounts in millions, except shares and where noted otherwise)

The Company has the following identifiable intangible assets as of June 30, 2020 and December 31, 2019 (amounts primarily represent the preliminary estimate of intangibles attributable to the APi Acquisition):

June 30, 2020

Measurement period adjustments related to the APi Acquisition in 2019, for which the purchase price allocation was finalized during the third quarter of 2020 (see Note 4 – “Business Combinations”).

Other includes fluctuations due to foreign currency translation adjustments.

The Company has the following identifiable intangible assets as of September 30, 2020 and December 31, 2019 (amounts at December 31, 2019 primarily represent the preliminary estimate of intangibles attributable to the APi Acquisition, which was finalized as of September 30, 2020):

September 30, 2020

Amortized intangibles:

5 unchanged sentences

Customer relationships

APi Group Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Amounts in millions, except shares and where noted otherwise)

Amortization expense recognized on intangibles was as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended

September 30,

Nine Months Ended

September 30,

(Predecessor)

3 unchanged sentences

Total intangible asset amortization expense

During the nine months ended September 30, 2020, the Company recorded measurement period adjustments to goodwill and intangible assets for finalizing their fair values from the APi Acquisition.

This resulted in a cumulative reversal to amortization expense of $15 related to intangible assets.

If the final intangible assets fair values had been known at the date of the APi Acquisition, amortization expense would have been lower by $5, $5 and $5 for the year ended December 31, 2019 (Successor), and the three months ended March 31, 2020 and June 30, 2020, respectively.

Fair Value of Financial Instruments

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Recurring Fair Value Measurements:

The Company’s financial assets and liabilities adjusted to fair value at least annually are derivative instruments, which are primarily included in other noncurrent liabilities, and contingent consideration, which is primarily included in contingent consideration and compensation liabilities on the condensed consolidated balance sheets.

APi Group Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Amounts in millions, except shares and where noted otherwise)

The following tables summarize the fair values and levels within the fair value hierarchy in which the measurements fall for assets and liabilities mea sured on a recurring basis as of June 30, 2020 and December 31, 2019 :

Fair Value Measurements at June 30, 2020

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 on the condensed 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 September 30, 2020 and December 31, 2019:

Fair Value Measurements at September 30, 2020

Assets (liabilities)

Contingent consideration obligations

Fair Value Measurements at December 31, 2019

Assets (liabilities)

Contingent consideration obligations

3 unchanged sentences

GAAP, refer to Note 9 – “Derivatives” for additional information on the authoritative guidance, the Company’s hedging programs, and derivative financial instruments.

APi Group Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Amounts in millions, except shares and where noted otherwise)

The value of the contingent consideration obligations is determined using a probability-weighted discounted cash flow method.

4 unchanged sentences

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:

Six Months Ended

June 30, 2020

Balances at beginning of period

Nine Months Ended

September 30, 2020

Balance as of December 31, 2019

Adjustments to fair value

Balance at end of period

Balance as of September 30, 2020

Number of open contingent consideration arrangements

1 unchanged sentence

Maximum potential payout at end of period

At June 30, 2020, the remaining open contingent consideration arrangements are set to expire at various dates through March 2023.

At September 30, 2020, the remaining open contingent consideration arrangements are set to expire at various dates through March 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 three and six months ended June 30, 2020.

The fair value adjustments, and the related unobservable inputs, were not considered significant for the three and nine months ended September 30, 2020.

From time to time, the Company (Successor) enters into derivative transactions to hedge its exposures to interest rate fluctuations.

5 unchanged sentences

GAAP, refer to Note 8 – “Fair Value of Financial Instruments” for additional information on the authoritative guidance and the fair value measurement techniques for derivative financial instruments.

APi Group Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Amounts in millions, except shares and where noted otherwise)

At June 30, 2020 , the Company had a $720 notional amount i nterest rate swap that fixes LIBOR at 1.62%.

At September 30, 2020, the Company had a $720 notional amount interest rate swap that fixes LIBOR at 1.62%.

This interest rate swap is designated as a cash flow hedge of the interest rate risk attributable to the Company’s forecasted variable interest payments and has maturity dates through October 2024.

The effective portion of the after-tax fair value unrealized gains or losses on this swap is included as a component of accumulated other comprehensive income (loss).

The fair value of the interest rate swap designated as an effective hedge was a liability of $40 and an asset of less than $1 as of June 30, 2020 and December 31, 2019, respectively.

The increase in the liability was primarily driven by changes in the applicable LIBOR rate which was 0.18% at June 30, 2020 compared to 1.76% at December 31, 2019.

The fair value of the interest rate swap designated as an effective hedge was a liability of $39 and an asset of less than $1 as of September 30, 2020 and December 31, 2019, respectively.

The increase in the liability was primarily driven by changes in the applicable LIBOR rate, which was 0.15% at September 30, 2020 compared to 1.76% at December 31, 2019.

The Company is not a party to any derivatives that require collateral to be posted prior to settlement.

APi Group Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Amounts in millions, except shares and where noted otherwise)

Property and Equipment, Net

The components of property and equipment at June 30, 2020 and December 31, 2019 are as follows:

The components of property and equipment at September 30, 2020 and December 31, 2019 are as follows:

September 30,

Machinery and equipment

4 unchanged sentences

Property and equipment, net

Depreciation expense related to property and equipment, including capital leases, was $23 and $17 during the three months ended June 30, 2020 and 2019, respectively, and $41 and $33 during the six months ended June 30, 2020 and 2019.

Depreciation expense is included within cost of revenues and selling, general and administrative expenses in the unaudited condensed consolidated statements of operations.

During the second quarter of 2020, the Company recorded a measurement period adjustment to property and equipment.

Depreciation expense related to property and equipment, including capital leases, was $21 and $19 during the three months ended September 30, 2020 and 2019, respectively, and $62 and $52 during the nine months ended September 30, 2020 and 2019.

Depreciation expense is included within “cost of revenues” and “selling, general and administrative expenses” in the condensed consolidated statements of operations.

During the second quarter of 2020, the Company recorded a measurement period adjustment to property and equipment related to finalization of the fair values acquired in the APi Acquisition.

This resulted in a cumulative adjustment to recognize an additional $4 of depreciation expense.

2 unchanged sentences

Maturity Date

September 30,

Term Loan Facility

4 unchanged sentences

Total debt obligations

Less unamortized deferred financing costs

unamortized deferred financing costs

Total debt, net of deferred financing costs

Less current portion of long-term debt

short-term and current portion of long-term debt

Long-term debt

As of June 30, 2020, there was $1,194 of principal outstanding under the Term Loan bearing interest of 2.68% per annum based on one-month LIBOR plus 250 basis points.

As of September 30, 2020, there was $1,191 of principal outstanding under the Term Loan bearing interest of 2.65% per annum based on one-month LIBOR plus 250 basis points.

The interest rate applicable to borrowings under the Revolving Credit Facility is, at the Company’s option, either (1) a base rate plus an applicable margin equal to 1.25% or (2) a Eurocurrency rate (adjusted for statutory reserves) plus an applicable margin equal to 2.25%.

At September 30, 2020 and December 31, 2019, the Company had no amounts outstanding under the Revolving Credit Facility, and $232 and $235 was available at September 30, 2020 and December 31, 2019, respectively, after giving effect to $68 and $65 of outstanding letters of credit.

As of September 30, 2020 and December 31, 2019, the Company was in compliance with the applicable debt covenants contained in the Credit Agreement.

APi Group Corporation

1 unchanged sentence

(Amounts in millions, except shares and where noted otherwise)

The weighted-average interest rate on the Revolving Credit Facility was 4.56% as of June 30, 2020 .

At June 30, 2020 and December 31, 2019, the Company had $0 outstanding under this Revolving Credit Facility, and $230 and $235 was available at June 30, 2020 and December 31, 2019, respectively, after giving effect to $70 and $65 of outstanding letters of credit.

As of June 30, 2020 and December 31, 2019, the Company was in compliance with the applicable debt covenants contained in the Credit Agreement.

One of the Company’s Canadian operations has a $20 unsecured line-of-credit agreement with a variable-interest rate based upon the prime rate.

The Company had no amounts outstanding under the line of credit as of June 30, 2020 and December 31, 2019.

As of June 30, 2020 and December 31, 2019, the Company had $9 and $14 in notes outstanding for the acquisition of equipment and vehicles, respectively.

One of the Company’s Canadian operations has a $20 unsecured li ne-of-credit agreement with a variable-interest rate based upon the prime rate.

The Company had no amounts outstanding under the line of credit as of September 30, 2020 and December 31, 2019 .

As of September 30, 2020 and December 31, 2019, the Company had $6 and $14 in notes outstanding for the acquisition of equipment and vehicles, respectively.

Historically, APi Group has elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code for federal tax purposes.

2 unchanged sentences

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 will be treated as a C Corporation under Subchapter C of the Internal Revenue Code and will be 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 June 30, 2020 consolidated financial statements.

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 September 30, 2020 condensed consolidated financial statements.

The effective tax rate has increased, and net income has decreased as compared to the Company’s “S” Corporation tax years, since the Company is now subject to U.S.

2 unchanged sentences

The comparison of the Company’s income tax provision between periods may be impacted by the level and mix of earnings and losses by tax jurisdiction, foreign income tax rate differentials and discrete items.

The Company’s effective tax rate was (49.0)% and 6.0% for the three months ended June 30, 2020 and 2019, respectively and 28.5% and 6.0% for the six months ended June 30, 2020 and 2019, respectively.

The Company’s effective tax rate was 50.1% and 15.7% for the three months ended September 30, 2020 and 2019, respectively and 21.2% and 7.5% for the nine months ended September 30, 2020 and 2019, respectively.

The most significant item contributing to the change in the effective tax rate relate to the Company’s change in “S” Corporation to “C” Corporation status.

The difference between the effective tax rate and the statutory U.S.

Federal income tax rate of 21.0% for the six months ended June 30, 2020 is due to an asset impairment charge benefit offsetting state taxes and taxes on foreign earnings in jurisdictions that have higher tax rates.

As of June 30, 2020, the Company’s deferred tax assets included a valuation allowance of $1 primarily related to certain deferred tax assets of the Company’s foreign subsidiaries.

Federal income tax rate of 21.0% for the nine months ended September 30, 2020 is due to an asset impairment charge benefit offsetting state taxes and taxes on foreign earnings in jurisdictions that have higher tax rates.

As of September 30, 2020, the Company’s deferred tax assets included a valuation allowance of $3 primarily related to certain deferred tax assets of the Company’s foreign subsidiaries.

The factors used to assess the likelihood of realization were the past performance of the related entities, forecasts of future taxable income, future reversals of existing taxable temporary differences, and available tax planning strategies that could be implemented to realize the deferred tax assets.

The ability or failure to achieve the forecasted taxable income in these entities could affect the ultimate realization of deferred tax assets.

As of June 30, 2020, the Company had gross federal, state and foreign net operating loss carryforwards of approximately $248, $0 and $5, respectively.

As of September 30, 2020, the Company had gross federal, state and foreign net operating loss carryforwards of approximately $228, $0 and $5, respectively.

The federal net operating losses have carryback periods of five years that can offset 100% of taxable income for periods in which the Company was a “C” Corporation and can be carried forward indefinitely.

2 unchanged sentences

The Company’s liability for unrecognized tax benefits is recorded within other non-current liabilities in 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.

As of June 30, 2020 and December 31, 2019, the total gross unrecognized tax benefits were $3 and $4, respectively.

The Company had accrued gross interest and penalties as of June 30, 2020 and December 31, 2019 of $1 and $1, respectively.

During the three and six months ended June 30, 2020 (Successor) and 2019 (Predecessor), the Company recognized net interest expense of $0 for all periods.

If all of the Company’s unrecognized tax benefits as of June 30, 2020 were recognized, the entire balance would impact the Company’s effective tax rate.

As of September 30, 2020 and December 31, 2019, the total gross unrecognized tax benefits were $2 and $4, respectively.

The Company had accrued gross interest and penalties as of September 30, 2020 and December 31, 2019 of $1 and $1, respectively.

During the three and nine months ended September 30, 2020 (Successor) and 2019 (Predecessor), the Company recognized net interest expense of $0 for all periods.

If all of the Company’s unrecognized tax benefits as of September 30, 2020 were recognized, the entire balance would impact the Company’s effective tax rate.

The Company expects $1 of unrecognized tax benefits to expire in the next twelve months due to lapses in the statute of limitations.

APi Group Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Amounts in millions, except shares and where noted otherwise)

The Company files income tax returns in the U.S.

federal jurisdiction, various state, local and foreign jurisdictions.

For periods ended September 30, 2019 ( P redecessor) and prior, the Company, including its domestic subsidiaries, filed state income tax returns for those states that do not recognize Subchapter S corporations.

As of June 30, 2020 , with few exceptions, the Company or its subsidiaries are no longe r subject to examination prior to tax year 2014.

For periods ended September 30, 2019 (Predecessor) and prior, the Company, including its domestic subsidiaries, filed state income tax returns for those states that do not recognize Subchapter S corporations.

As of September 30, 2020, with few exceptions, neither the Company nor its subsidiaries are subject to examination prior to tax year 2014.

federal jurisdiction is under exam for the period ended December 31, 2017.

No adjustments have been proposed and the Company does not expect the results of the audit to have a material impact on the consolidated financial statements.

APi Group Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Amounts in millions, except shares and where noted otherwise)

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law making several changes to the Internal Revenue Code.

2 unchanged sentences

The CARES Act contains modifications on the limitation of business interest for tax years beginning in 2019 and 2020.

The modifications to Section 163(j) increase the allowable business interest deduction from 30% of adjusted taxable income to 50% of adjusted taxable income.

The modifications to Section 163(j) increase the allowable business interest deduction from 30% of adjusted taxable inc ome to 50% of adjusted taxable income.

The CARES Act also accelerates the refund of AMT credits that were previously accumulated.

The tax law changes in the CARES Act did not have a material impact on the Company’s income tax provision.

The tax law c hanges in the CARES Act did not have a material impact on the Company’s income tax provision.

Employee Benefit Plans

3 unchanged sentences

Union payrolls cannot be determined for future periods because the number of union employees employed at a given time, and the plans in which they participate, vary depending upon the location and number of ongoing projects and the need for union resources in connection with those projects.

Total contributions to multiemployer plans, including with respect to the Company’s Canadian operations, were $19 and $24 during the three months ended June 30, 2020 and 2019, respectively and $40 and $44 during the six months ended June 30, 2020 and 2019.

Total consolidated contributions to multiemployer plans, were $25 and $33 during the three months ended September 30, 2020 and 2019, respectively and $71 and $86 during the nine months ended September 30, 2020 and 2019.

Related-Party Transactions

The Company (Successor) incurred management fees of $1 and $2, during the three and six months ended June 30, 2020, respectively, for payment to an entity owned by Sir Martin E.

The Company (Successor) incurred management fees of $1 and $3, during the three and nine months ended September 30, 2020, respectively, for payment to an entity owned by the Company’s Co-Chairperson, Sir Martin E.

Earnings (Loss) Per Share

7 unchanged sentences

The following table sets forth the computation of earnings (loss) per common share using the two-class method.

The dilutive effect of outstanding Preferred Shares and restr icted stock units (“RSUs”) issued by the Company is reflected in diluted EPS using the if-converted method.

For periods of net loss, basic and diluted EPS are the same, as the assumed exercise of Preferred Shares, RSUs, warrants and stock options are anti- dilutive.

(amounts in millions, except share and per share amounts):

The dilutive effect of outstanding Preferred Shares , Preferred Share dividend, and restricted stock units (“RSUs”) issued by th e Company is reflected in diluted EPS using the if-converted method.

Warrants and options are included using the treasury stock method.

For periods of net loss, basic and diluted EPS are the same, as the assumed exercise of Preferred Shares, RSUs, warrants and stock options are anti-dilutive (amounts in millions, except share and per share amounts):

Three Months Ended

June 30, 2020

Six Months Ended

June 30, 2020

Basic income (loss) per common share:

September 30, 2020

Nine Months Ended

September 30, 2020

Basic earnings (loss) per common share:

Net income (loss)

2 unchanged sentences

Weighted average shares outstanding - basic

Basic income (loss) per common share

Diluted income (loss) per common share:

Basic earnings (loss) per common share

Diluted earnings (loss) per common share:

Net income (loss)

7 unchanged sentences

Weighted average shares outstanding - diluted

Diluted income (loss) per common share

For the three months ended June 30, 2020, represent potentially dilutive securities that are excluded from the calculation of diluted EPS include 162,500 stock options to purchase the same number of common shares, and 64,546,077 warrants exercisable to purchase common shares on a 3:1 basis (21,515,359 ordinary share equivalents) for which the exercise price exceeded the average market price, and 4,000,000 Preferred Shares convertible to the same number of common shares for which the effect would be anti-dilutive.

For the three months ended June 30, 2020, dilutive securities include 6,481,822 common share equivalents which represent the dividend that the Preferred Shares would be entitled to receive assuming that the average price of the Company’s common shares for the last ten trading days of the three months ended June 30, 2020 would be the same average price during the last ten trading days of the calendar year, which exceeds the initial offering price of $10.00.

Diluted earnings (loss) per common share

For the three months ended September 30, 2020, represents the dilutive impact of 162,500 stock options to purchase the same number of common shares, 63,796,076 warrants exercisable to purchase common shares on a 3:1 basis (21,265,359 ordinary share equivalents), and 1,483,066 RSUs.

For the three months ended September 30, 2020, represents 4,000,000 Preferred Shares convertible to the same number of common shares for which the effect would be anti-dilutive.

For the three months ended September 30, 2020, dilutive securities include 8,299,338 common share equivalents which represent the dividend that the Preferred Shares would be entitled to receive, assuming that the average price of the Company’s common shares for the last ten trading days of the three months ended September 30, 2020 of $14.16 per share would be the same volume weighted-average price during the last ten trading days of the calendar year, which exceeds the initial offering price of $10.00 per share.

The Company has not presented Predecessor earnings per member unit information because it is not meaningful or comparable to the required Successor EPS information presented above, as well as the fact that Predecessor units were not publicly traded.

6 unchanged sentences

The Specialty Services segment provides infrastructure services and specialized industrial plant services, which include maintenance and repair of critical infrastructure such as underground electric, gas, water, sewer and telecommunications infrastructure.

Customers within this segment vary from private and public utilities, communications, healthcare, education, manufacturing, industrial plants and governmental agencies throughout the United States.

APi Group Corporation

1 unchanged sentence

(Amounts in millions, except shares and where noted otherwise)

within this segment vary from private and public utilities, communications, healthcare, education, manufacturing, industrial plants and governmental agencies throughout the United States.

The Industrial Services segment provides a variety of services to the energy industry focused on transmission and distribution.

Services within this segmen t include oil and gas pipeline infrastructure, access and road construction, supporting facilities, and performing ongoing integrity management and maintenance.

Services within this segment include oil and gas pipeline infrastructure, access and road construction, supporting facilities, and performing ongoing integrity management and maintenance.

The accounting policies of the reportable segments are the same as those described in Note 2 – “Basis of Presentation and Significant Accounting Policies”.

12 unchanged sentences

The tables below may contain slight summation differences due to rounding:

Three Months Ended June 30, 2020 (Successor)

Three Months Ended September 30, 2020 (Successor)

Corporate and

3 unchanged sentences

Depreciation (1)

Amortization (2)

Capital expenditures

Three Months Ended June 30, 2019 (Predecessor)

Three Months Ended September 30, 2019 (Predecessor)

Corporate and

6 unchanged sentences

(Amounts in millions, except shares and where noted otherwise)

Six Months Ended June 30, 2020 (Successor)

Nine Months Ended September 30, 2020 (Successor)

Corporate and

EBITDA Reconciliation

Operating income (loss)

Operating loss

Investment income and other, net

Depreciation (1)

Amortization (2)

Capital expenditures

Six Months Ended June 30, 2019 (Predecessor)

Nine Months Ended September 30, 2019 (Predecessor)

Corporate and

3 unchanged sentences

Capital expenditures

Depreciation for the three months ended June 30, 2020 includes a cumulative adjustment to depreciation expense resulting from the measurement period adjustments of property and equipment.

Depreciation for the nine months ended September 30, 2020 includes a cumulative adjustment to depreciation expense resulting from the measurement period adjustments of property and equipment.

Refer to Note 10 – “Property and Equipment, Net” for additional information.

The adjustment to depreciation expense recorded during the three months ended June 30, 2020 was $(2), $5, $3 and $(2) for the Safety Services, Specialty Services, Industrial Services and Corporate and Eliminations segments, respectively.

The adjustment to depreciation expense recorded during the nine months ended September 30, 2020 was $(2), $5, $3 and $(2) for the Safety Services, Specialty Services, Industrial Services and Corporate and Eliminations segments, respectively.

If the property and equipment fair values had been known at the date of the APi Acquisition, depreciation expense for the year ended December 31, 2019 (Successor) would have changed by $(1), $2, $2, and $(1) for the Safety Services, Specialty Services, Industrial Services and Corporate and Eliminations segments, respectively.

1 unchanged sentence

EBITDA as presented in the above EBITDA reconciliation tables, would not have been impacted by these changes.

Amortization for the three and nine months ended September 30, 2020 includes a cumulative adjustment to amortization expense resulting from the measurement period adjustments to intangible assets.

Refer to Note 7 – “Goodwill and Intangibles” for additional information.

The adjustment to amortization expense recorded during the three and nine months ended September 30, 2020 was $8, $(9), and $(14) for the Safety Services, Specialty Services, and Industrial Services segments, respectively.

If the intangible asset values had been known at the date of the APi Acquisition, amortization expense would have changed for the Safety Services, Specialty Services and Industrial Services segments by $3, $(3), and $(5) for the year ended December 31, 2019, $3, $(3), and $(5) for the three months ended March 30, 2020, and $2, $(3), and $(4) for the three months ended June 30, 2020, respectively.

EBITDA, as presented in the above EBITDA reconciliation tables, would not have been impacted by these changes.

APi Group Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Amounts in millions, except shares and where noted otherwise)

Subsequent Events

Effective July 1, 2020, the Company completed an agreement to sell one of its subsidiaries within its Industrial Services segment, which was classified within assets held for sale in the condensed consolidated balance sheets, for $5, made up of a promissory note from the buyer and cash.

The subsidiary sold for an amount approximating carrying value.

As a result, the Company does not expect to recognize a significant gain or loss on sale.

During October 2020, the Company acquired all of the outstanding shares of SK FireSafety (“SKG”) and one other US-based Life Safety company for an aggregate cash purchase price of approximately $302 (“Acquisitions”).

These entities will be included in the Safety Services segment.

On October 22, 2020, the Company entered into an incremental $250 million term loan (“2020 Term Loan”) under the Credit Agreement, which we used to replenish balance sheet cash utilized for the Acquisitions and to pay fees and expenses related to such acquisitions and the financing.

The interest rate applicable to the 2020 Term Loan is, at the Company’s option, either (1) a base rate plus an applicable margin equal to 1.75% or (2) a Eurocurrency rate (adjusted for statutory reserves) plus an applicable margin equal to 2.75%.

Principal payments on the 2020 Term Loan will commence with the first quarter ending on March 31, 2021 and will be made in quarterly installments on the last day of each fiscal quarter, for a total annual amount equal to 1.00% of the initial aggregate principal amount of the 2020 Term Loan.

The 2020 Term Loan matures on October 1, 2026 .

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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These forward-looking statements are based on our current expectations and assumptions and on information currently available to management and include, among others, statements regarding, as of the date such statements are made:

our expectations regarding the impact of the COVID-19 pandemic on our business, including the seasonal and cyclical volatility of our business, and future financial results, the precautionary measures we are taking in response to the pandemic and the impact of those measures on our business and future financial results;

our expectations regarding the impact of the COVID-19 pandemic on our business, including the seasonal and cyclical volatility of our business, and future financial results, the precautionary and preemptive cost-saving measures we are taking in response to the pandemic and the impact of those measures on our business and future financial results;

our beliefs regarding the recurring and repeat nature of our business;

2 unchanged sentences

our beliefs regarding our customer relationships;

our beliefs regarding market risk;

our expectations and beliefs regarding accounting and tax matters;

our expectations regarding future capital expenditures;

our beliefs regarding the sufficiency of our current sources of liquidity to fund our future liquidity requirements, our expectations regarding the types of future liquidity requirements and our expectations regarding the availability of future sources of liquidity.

12 unchanged sentences

increases in the cost, or reductions in the supply, of the materials we use in our business and for which we bear the risk of such increases;

our relationship with our employees, a large portion of which are covered by collective bargaining arrangements, and our ability to effectively manage and utilize our workforce;

the inherently dangerous nature of the services we provide and the risks of potential l iability;

our rela tionship with our employees, a large portion of which are covered by collective bargaining arrangements, and our ability to effectively manage and utilize our workforce;

the inherently dangerous nature of the services we provide and the risks of potential liability;

the impact of customer consolidation;

2 unchanged sentences

the variability of our operating results between periods and the resulting difficulty in forecasting future operating results;

litigation that results from our business, including costs related to any damages we may be required to pay as a result of general liability or workmanship claims brought against our customers;

the impact of the COVID-19 pandemic on our accounting estimates and assumptions;

litigation that results from our business, including costs related to any damages we may be required to pay as a result of general liability or workmanship claims brought by our customers;

the impact of health, safety and environmental laws and regulations, and the costs associated with compliance with such laws and regulations;

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You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties.

Ma nagement’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations section should be read in conjunction with the Interim Statements and related notes included in this quarterly report, and the Consolidated Financial Statements, related notes and the “APG Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other disclosures contained in our Registration Statement on Form S-4 effective May 1, 2020 (the “Form S-4”), including financial results for the year ended December 31, 2019.

This discussion contains forward-looking statements that involve risks and uncertainties.

Actual results may differ materially from those discussed in these forward-looking statements.

Factors that might cause a difference include, but are not limited to, those discussed under the “Cautionary Note Regarding Forward-Looking Statements” section of this quarterly report.

We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S.

To supplement our financial results presented in accordance with U.S.

GAAP in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section, we present EBITDA, which is a non-U.S.

GAAP financial measure, to assist readers in understanding our performance and provide an additional perspective on trends and underlying operating results on a period-to-period comparable basis.

GAAP financial measures either exclude or include amounts that are not reflected in the most directly comparable measure calculated and presented in accordance with U.S.

Where a non-U.S.

GAAP financial measure is used, we have provided the most directly comparable measure calculated and presented in accordance with U.S.

GAAP, a reconciliation to the U.S.

GAAP measure and a discussion of the reasons why management believes this information is useful to it and may be useful to investors.

Unless the context otherwise requires, all references in this section to “APG”, the “Company”, “we”, “us”, “our”, and “Successor” refer to APi Group Corporation and its subsidiaries for all periods subsequent to the APi Acquisition (as defined below).

All references in this quarterly report on Form 10-Q to our “Predecessor” refer to APi Group Inc., (“APi Group”) and its subsidiaries for all periods prior to the APi Acquisition.

On October 1, 2019, we completed our acquisition of APi Group (the “APi Acquisition”) and changed our name to APi Group Corporation in connection with the APi Acquisition.

With over 90 years of history operating from over 200 locations, APi Group is a market leading business services provider of safety, specialty, and industrial services operating primarily in the United States, as well as in Canada and the United Kingdom with consolidated net revenues of approximately $985 million for the Successor in 2019, $3.1 billion for the Predecessor in 2019, and approximately $3.7 billion for the Predecessor in 2018.

APi Group provides a variety of specialty contracting services, including engineering and design, fabrication, installation, inspection, maintenance, service and repair, and retrofitting and upgrading.

APi provides statutorily mandated and other contracted services to a strong base of long-standing customers across industries.

We also have an experienced management team and a strong leadership development culture.

We operate our business under three primary operating segments which are also our reportable segments:

Safety Services – A leading provider of safety services in North America, focusing on end-to-end integrated occupancy systems (fire protection solutions, 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.

Specialty Services – A leading provider of a variety of infrastructure services and specialized industrial plant services, which include maintenance and repair of critical infrastructure such as underground electric, gas, water, sewer and telecommunications infrastructure.

Our 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, manufacturing, industrial plants and governmental agencies throughout the United States.

Industrial Services – A leading provider of a variety of services to the energy industry focused on transmission and distribution.

This segment’s services include oil and gas pipeline infrastructure, access and road construction, supporting facilities, and performing ongoing integrity management and maintenance.

We focus on recurring revenue and repeat business from our diversified long-standing customers across a variety of end markets, which provides us with cash flows and a platform for organic growth.

Maintenance and service revenues are predictable through contractual arrangements with typical terms ranging from days to three years, with the majority having durations of less than six months, and are often recurring due to consistent renewal rates and long-standing customer relationships.

For financial information about our operating segments, see Note 16 – “Segment Information” to our condensed consolidated financial statements included herein.

We were originally incorporated with limited liability under the laws of the British Virgin Islands under the BVI Companies Act on September 18, 2017 under the name J2 Acquisition Limited.

We were originally formed for the purpose of acquiring a target company or business.

On October 10, 2017, we raised gross proceeds of approximately $1.25 billion in connection with our initial p ublic offering in the United Kingdom.

Prior to the APi Acquisition, we had no revenue or other operations other than the active solicitation of a target business with which to complete a business combination.

We generated small amounts of non-operating income in the form of unrealized and realized gains on marketable securities and interest income on cash and cash equivalents.

We relied upon the proceeds from the initial public offering to fund our limited acquisition-related operations prior to the closing of the APi Acquisition.

The historical financial information prior to the APi Acquisition has not been discussed below as these historical amounts are not considered meaningful.

Effect of Seasonality and Cyclical Nature of Business

Our revenue and results of operations can be subject to seasonal and other variations.

These variations are influenced by weather, and include impacts of customer spending patterns, bidding seasons, project schedules, holidays and timing, in particular, for large, non-recurring projects.

Typically, our revenue is lowest at the beginning of the year and during the winter months in North America during the first quarter because cold, snowy or wet conditions can cause project delays.

Revenue is generally higher during the summer and fall months during the third and fourth quarters, due to increased demand for our services when favorable weather conditions exist in many of the regions in which we operate.

Continued cold and wet weather can often affect second quarter productivity.

In the fourth quarter, many projects tend to be completed by customers seeking to spend their capital budgets before the end of the year, which generally has a positive effect on our revenue.

However, the holiday season and inclement weather can cause delays, which can reduce revenue and increase costs on affected projects.

The effects of the COVID-19 pandemic have resulted and could continue to result in greater seasonal and cyclical volatility than would otherwise exist under normal conditions.

Additionally, the industries we serve can be cyclical.

Fluctuations in end-user demand within those industries, or in the supply of services within those industries, can affect demand for our services.

As a result, our business may be adversely affected by industry declines or by delays in new projects.

Variations or unanticipated changes in project schedules in connection with large projects can create fluctuations in revenue.

Recent Developments

Impairment of Goodwill and Intangibles

During the first quarter of 2020, we concluded that a triggering event had occurred for all of our reporting units as a result of the COVID-19 global pandemic and we recorded a non-cash charge to reflect the impairment of our goodwill and intangible assets as carrying values exceeded fair value.

Pursuant to the authoritative literature, we performed impairment tests and determined that, as a result of the impact of COVID-19, which has negatively impacted our operations, suppliers and other vendors, customer base, the demand for work within the oil and gas industry as a result of the volatility in oil prices and other factors outside of the control of management, certain of our goodwill and intangible assets were impaired.

During the first quarter of 2020, while accounting for the APi Acquisition was still preliminary, we recorded an aggregate preliminary impairment charge of $208 million, which included $203 million recorded to goodwill and $5 million recorded to intangible assets that were part of a business classified as held-for-sale.

During the third quarter of 2020, we finalized the purchase price allocation for the APi Acquisition which resulted in changes to the carrying values of reporting units, and resulted in a decrease in the preliminary goodwill impairment previously recorded.

The final revised aggregate impairment charge was $197 million recorded to goodwill, of which $4 million was recorded to a business that was classified as held for sale.

The adjustment to decrease the total impairment charge by $11 million included a reversal of the impairment of goodwill of $6 million and a reversal of the impairment charge to intangibles assets of $5 million.

The goodwill impairment of $193 million, consisted of goodwill impairments associated with our Life Safety, Mechanical, Infrastructure/Utility, Fabrication, Specialty Contracting, Transmission and Civil reporting units of $57 million, $26 million, $30 million, $1 million, $21 million, $57 million and $1 million, respectively.

The circumstances and global disruption caused by COVID-19 has affected, and we believe it will continue to affect, our businesses, operating results, cash flows and financial condition, however the scope and duration of the impact is highly uncertain.

In addition, some of the inherent estimates and assumptions used in determining the fair value of our reporting units are outside the control of management, including interest rates, cost of capital, tax rates, industry growth, credit ratings, foreign exchange rates, and labor inflation.

Given the uncertainty of these factors, as well as the inherent difficulty in predicting the severity, waves and duration of the COVID-19 global pandemic and associated recovery and the uncertainties regarding the potential financial impact on our business and the overall economy, there can be no assurance that our estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the impact in future periods.

While we believe we have made reasona ble estimates and assumptions to calculate the fair values of our reporting units which were based on facts and circumstances known at such time, it is possible that existing or new events may result in forecasted cash flows, revenue and earnings that diff er from those that formed the basis of our estimates and assumptions.

For each of our reporting units, particularly if the global pandemic caused by COVID-19 continues to persist for an extended period of time, a reporting unit’s actual results could be ma terially different from our estimates and assumptions used to calculate fair value.

If so, we may be required to recognize material impairments to goodwill or other long-lived assets.

We will continue to monitor our reporting units for any triggering event s or other signs of impairment.

We may be required to perform additional impairment testing based on further deterioration of the global economic environment, continued disruptions to our businesses, further declines in operating results of our reporting u nits and/or tradenames, sustained deterioration of our market capitalization, and other factors, which could result in additional impairment charges in the future.

Although we cannot predict when improvements in macroeconomic conditions will occur, if cons umer confidence and consumer spending decline significantly in the future or if economic activity experiences a sustained deterioration from current levels or governmental stimulus proves to be insufficient, it is reasonably likely we will be required to r ecord additional impairment charges in the future.

During 2020, impairment was recognized at each reporting unit.

Subsequent to the impairment recognized, the fair values of each reporting unit approximate carrying value.

A 100 basis point increase in the discount rate would have resulted in additional impairment charges of $122 million.

After finalizing the purchase price allocation in the third quarter, remaining goodwill balances at each of our reporting units as well as the sensitivity by reporting unit are shown in the table below:

($ in millions)

September 30, 2020

Additional Impairment

(Impact of 100 Basis

Point Sensitivity)

Infrastructure/Utility

Specialty Contracting

See Note 2 – “Basis of Presentation and Significant Accounting Policies” and Note 7 – “Goodwill and Intangibles” of the Interim Statements for additional information.

In October of 2020, we acquired all of the outstanding shares of SK FireSafety (“SKG”) (the “SKG Acquisition”) and one other US-based Life Safety company for an aggregate cash purchase price of approximately $302 million (“Acquisitions”).

These entities will be included in our Safety Services segment.

Credit Facilities

At September 30, 2020 and December 31, 2019, we had no amount outstanding under the Revolving Credit Facility, and $232 million and $235 million was available at September 30, 2020 and December 31, 2019, respectively, after giving effect to $68 million and $65 million of outstanding letters of credit.

On October 22, 2020, we entered into an incremental $250 million term loan (“2020 Term Loan”) under the Credit Agreement, which we used to replenish balance sheet cash utilized for the Acquisitions and to pay fees and expenses related to such acquisitions and the financing.

The interest rate applicable to the 2020 Term Loan is, at our option, either (1) a base rate plus an applicable margin equal to 1.75% or (2) a Eurocurrency rate (adjusted for statutory reserves) plus an applicable margin equal to 2.75%.

The 2020 Term Loan matures on October 1, 2026 .

The three and nine months ended September 30, 2020 were also impacted by certain discrete or non-recurring tax items.

The income tax expense (benefit) of $28 million and $35 million for the three and nine months ended September 30, 2020, respectively, was primarily due to changes in tax law related to non-US subsidiaries, and impairment of goodwill and intangible assets.

The tax law changes in the CARES Act had no impact on our income tax provision for the three and nine months ended September 30, 2020, respectively.

COVID-19 Update

We continue to monitor the short- and long-term impacts of COVID-19, a global pandemic that has caused a significant slowdown in the global economy beginning in March 2020.

While we had some slowdown impact in March, the impacts of COVID-19 were not seen as significant at that time.

During the second and third quarters of 2020, we continued to provide services to our customers.

To date, the services we provide have been deemed to be essential in most instances.

However, as the COVID-19 situation has continued to evolve, we have seen various disruptions in our work due to the domino effects of the various local, state and national jurisdictional orders, including but not limited to, the impact on our efficiency to perform our work while adhering to physical distancing protocols demanded by COVID-19, customers deferring inspection and service projects, and temporary shutdowns of active projects as they work through COVID-19 related matters.

As a result, we are experiencing delays in certain projects and disruptions to the flow of our work to meet COVID-19 working protocols.

Although we are actively quoting new work for customers, should the macro economy continue to be negatively impacted by the COVID-19 pandemic or worsen due to surges in cases, it is possible additional projects could be delayed indefinitely or cancelled, or that we are not successful in being allowed access to our customers facilities to perform inspection and service projects.

New or extended shelter-in-place orders or closures, or outbreaks in jurisdictions in which we operate or at our project or work sites, could have a material negative impact on our net revenues and earnings.

If a large number of our employees who are located in a particular jurisdiction or are working on a project or work site are exposed to or infected with COVID-19 and we are unable to hire qualified personnel due to labor shortages and other impacts of the COVID-19 outbreak, we may be required to delay projects or the provision of our services for a period of time which could negatively impact our revenue, cause harm to our reputation and have a material adverse impact on our operating results.

As we have continued to monitor our activity, revenue period over period has been negatively impacted by the level of shelter-in-place orders and outbreaks of COVID-19, which has caused certain customers to temporarily halt work to put in COVID-19 working protocols and other customers have delayed or cancelled projects.

During the three months ended September 30, 2020, all of our segments saw volume declines relative to the same period of 2019.

Generally, during the third quarter, we saw indications of stabilizing and some volume improvements off previous lows as our teams and customers are adapting to working in the COVID-19 environment and with the easing of some shelter-in-place orders.

There can be no assurance that this trend, which would allow us to recover prior year volume levels, will continue in a positive manner.

To date, we have been able to source the supply and materials needed for our business with minimal disruptions.

However, the continued impact of COVID-19 on our vendors is evolving and could make it difficult to obtain needed materials.

We also implemented a preemptive cost reduction plan, which saved both expense and cash in 2020.

As COVID-19 restrictions were easing and volumes were increasing from earlier lows, some of these cost reductions have ceased and costs will continue to be reinstated as operations allow.

There is no guarantee that we will appropriately match the increased costs to increased demand for our services.

The United States Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency has warned that cybercriminals will take advantage of the uncertainty created by COVID-19 and federal and state mandated quarantines to launch cybersecurity attacks.

The risks could include more frequent malicious cybersecurity and fraudulent activities, as well as schemes which attempt to take advantage of employees’ use of various technologies to enable remote work activities.

We believe the COVID-19 outbreak has incrementally increased our cyber risk profile, but we are unable to predict the extent or impacts of those risks at this time.

A significant disruption of our information technology systems, unauthorized access to or loss of confidential information, or legal claims resulting from our violation of privacy laws could each have a material adverse effect on our business.

While we cannot estimate the duration or future negative financial impact of the COVID-19 pandemic on our business, we are currently experiencing some negative impact, which we expect to continue in the future.

In prior economic downturns, the impact on our business has generally lagged against the impact of other industries.

We have no way of knowing if the economic crisis caused by COVID-19 will impact us similarly to past economic downturns.

Recent Accounting Pronouncements

A summary of recent accounting pronouncements is included in Note 3 – “Recent Accounting Pronouncements” to our Interim Statements included in this quarterly report.

Description of Key Line Items

Revenue is generated from the sale of various types of contracted services, fabrication and distribution.

We derive revenue primarily from services under contractual arrangements with durations ranging from days to three years, with the majority having durations of less than six months, and which may provide the customer with pricing options that include a combination of fixed, unit, or time and materials pricing.

Revenue for fixed price agreements is generally recognized over time using the cost-to-cost method of accounting which measures progress based on the cost incurred to total expected cost in satisfying our performance obligation.

Revenue from time and material contracts is recognized as the services are provided.

Revenue earned is based on total contract costs incurred plus an agreed-upon markup.

Revenue for these cost-plus contracts is recognized over time on an input basis as labor hours are incurred, materials are utilized, and services are performed.

Revenue from wholesale or retail unit sales is recognized at a point-in-time upon shipment.

Cost of Revenues

Cost of revenues consists of direct labor, materials, subcontract costs and indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs.

Labor costs are considered to be incurred as the work is performed.

Subcontractor labor is recognized as the work is performed.

Our gross profit is influenced by direct labor, materials and subcontract costs.

Our profit margins are also influenced by raw material costs, contract mix, weather and proper coordination with contract providers.

Labor intensive contracts usually drive higher margins than those contracts that include material, subcontract and equipment costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of personnel, facility leases, advertising and marketing expenses, administrative expenses associated with accounting, finance, legal, information systems, leadership development, human resources and risk management and overhead associated with these functions.

Selling expenses consist primarily of compensation and associated costs for sales and marketing personnel, costs of advertising, trade shows and corporate marketing.

General and administrative expense consists primarily of compensation and associated costs for executive management, finance, legal, information systems, leadership development and other administrative personnel, facility leases, outside professional fees and other corporate expenses.

Amortization of Intangible Assets

Amortization expense reflects the charges incurred to amortize our finite-lived identifiable intangible assets, such as customer relationships, which are amortized over their estimated useful lives.

There is a portion of amortization expense related to the backlog of intangible assets reflected in “cost of revenues” in the condensed consolidated statement of operations.

Impairment of Goodwill, Intangibles and Long-Lived Assets

Goodwill is tested for impairment annually, or more frequently as events and circumstances change.

Expenses for impairment charges related to the write-down of goodwill balances and identifiable intangible assets balances are recorded to the extent their carrying values exceed their estimated fair values.

Expenses for impairment charges related to the write-down of other long-lived assets (which includes amortizable intangibles) are recorded when triggering events indicate their carrying values may exceed their estimated fair values.

Critical Accounting Policies and Estimates

For information regarding our Critical Accounting Policies, see the “Critical Accounting Policies” section of the “APG Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form S-4.

Additionally, see the “Use of estimates and risks and uncertainty of COVID-19” section of Note 2 – “Basis of Presentation and Significant Accounting Policies” to the Interim Statements for a discussion about the impact of the COVID-19 pandemic on asset impairment.

Results of Operations

The following is a discussion of our financial condition and results of operations during the three and nine months ended September 30, 2020 (the “Successor Period”) and the three and nine months ended September 30, 2019 (the “Predecessor Period”).

We did not own APi Group for the Predecessor Period.

Consequently, these results may not be indicative of the results that we would expect to recognize for future periods.

Three months ended September 30, 2020 (Successor) compared to the three months ended September 30, 2020 (Predecessor)

Three Months Ended

September 30,

($ in millions)

(Predecessor)

Cost of revenues

Selling, general, and administrative expenses

Impairment of goodwill, intangibles and long-lived assets

Operating income

Interest expense, net

Investment income and other, net

Other expense (income), net

Income before income taxes

Income tax provision

NM = Not meaningful

Net revenues for the three months ended September 30, 2020 were $958 million compared to $1,118 million for the same period in 2019, a decrease of $160 million or (14.3)%.

The decrease in net revenues was primarily due to the sale of two entities held-for-sale, which had revenues of $5 million compared to $72 million in the three months ending September 30, 2020 and 2019, respectively.

The decrease was further driven by negative volume impacts of COVID-19 during the third quarter of 2020 resulting from access restrictions to buildings and project sites, and the delay or cancellation of projects by our customers due to the uncertainty and impact of COVID-19 on their business.

Additionally, there was a decrease in volume of projects across our business as we continue to focus on project selection during the current year.

The following table presents our gross profit (net revenues less cost of revenues), and gross margin (gross profit as a percentage of net revenues) for the three months ended September 30, 2020 (Successor) and 2019 (Predecessor), respectively:

Three Months Ended

September 30,

($ in millions)

(Predecessor)

Our gross profit for the three months ended September 30, 2020 was $222 million, compared to $233 million for the same period in 2019, a decrease of $11 million, or (4.7)%.

The decrease in gross profit was primarily attributable to lower net revenues and $6 million of amortization recognized in cost of revenues related to purchase accounting for the APi Acquisition, which had an impact of 0.5% on gross profit margin.

Gross margin increased as a result of continued focus on project selection, targeted price improvements, increased efficiencies on our projects, better project management, jobsite conditions, and the mix of services provided.

We also divested two lower margin businesses during 2020 in our Industrial Services segment which contributed to the increase.

Operating expenses

The following table presents operating expenses and operating margin (operating income as a percentage of net revenues) for APG for the three months ended September 30, 2020 (Successor) and 2019 (Predecessor), respectively:

Three Months Ended

September 30,

($ in millions)

(Predecessor)

Selling, general, and administrative expenses (excluding amortization expense)

Amortization expense

Impairment of goodwill, intangibles and long-lived assets

Total operating expenses

Operating expenses as a percentage of net revenues

Operating margin

Our operating expenses for the three months ended September 30, 2020 were $160 million, compared to $220 million for the same period in 2019, a decrease of $60 million.

Operating expenses as a percentage of net revenues were 16.7% for 2020 compared to 19.7% for 2019.

The decrease in operating expenses is attributable to various factors including a $37 million favorable change in total selling, general, and administrative expenses and a $23 million favorable change as a result of a reversal of impairment expense in 2020.

The favorable change in total selling, general, and administrative expenses is partially offset by an increase in amortization expense of $17 million.

Selling, general and administrative expenses (excluding amortization) decreased $54 million.

$22 million due to the divestiture of two of our subsidiaries in the Industrial Services segment and $37 million due to equity-based compensation costs incurred in prior year under the previous ownership structure.

In addition, the decreases in selling, general, and administrative expenses (excluding amortization) related to lower expenses on contingent consideration and compensation liabilities, elimination of non-recurring prior ownership costs, and reductions from our preemptive cost reduction plan enacted in response to COVID-19, which are largely temporary and designed to flex as our businesses are impacted by COVID-19.

These drivers are partially offset by a change in the composition of selling, general, and administrative expenses due to our transition to a public company.

Increases in costs have been recognized related to business process transformation, compensation, public company registration, listing and compliance, professional management fees, and insurance.

Operating income and EBITDA

Three Months Ended

September 30,

($ in millions)

(Predecessor)

Operating income

Our operating income for the three months ended September 30, 2020 was $62 million, compared to $13 million for the same period in 2019, an increase of $49 million.

Operating margin increased to approximately 6.5% in 2020 from 1.2% in 2019.

The increase was primarily attributable to changes in operating expenses discussed above.

EBITDA as a percentage of net revenues increased to 12.5% in 2020 from 4.3% in 2019.

The increase was primarily driven by mix of work, increased efficiencies in the execution of our services, income from our joint venture investments, and improved project selection throughout our segments, which was most pronounced in our Industrial Services segment.

Interest expense, net

Interest expense was $13 million for the three months ended September 30, 2020 compared to $7 million for the same period of the prior year.

The $6 million increase in interest expense was primarily due to an increase in average outstanding borrowings and higher average borrowing costs reflecting the APi Acquisition in which APi Group’s previous debt totaling $659 million as of September 30, 2019, was settled and replaced by our Credit Facilities that include the issuance of a $1.2 billion Term Loan.

Income tax provision

The effective tax rate for the three months ended September 30, 2020 was 50.1%, after discrete and non-recurring tax items.

The income tax expense of $28 million for the three months ended September 30, 2020 related to the changes in tax law related to non-US subsidiaries and the finalization of purchase accounting for goodwill and intangible assets.

The tax law changes in the CARES Act had an immaterial impact on the Company’s income tax provision during the three months ended September 30, 2020.

Operating Segment Results for the three months ended September 30, 2020 (Successor) versus three months ended September 30, 2019 (Predecessor)

Three Months Ended

September 30,

($ in millions)

(Predecessor)

Safety Services

Specialty Services

Industrial Services

Corporate and Eliminations

Operating Income (Loss)

Three Months Ended

September 30,

($ in millions)

(Predecessor)

Safety Services

Specialty Services

Industrial Services

Corporate and Eliminations

Three Months Ended

September 30,

($ in millions)

(Predecessor)

Safety Services

Specialty Services

Industrial Services

Corporate and Eliminations

The following discussion breaks down the net revenues, operating income and EBITDA by operating segment for the three months ended September 30, 2020 compared to the three months ended September 30, 2019.

Safety Services

Safety Services net revenues for the three months ended September 30, 2020 decreased by $68 million, or (14.4)% compared to the same period in the prior year.

This was largely due to the impact of COVID-19 on the economy, our customers, and shelter-in-place orders in addition to the timing of demand for services.

Safety Services operating margin for the three months ended September 30, 2020 and 2019 was approximately (5.9)% and 11.9%, respectively.

The decrease was primarily driven by a remeasurement adjustment to the previously recorded preliminary impairment which resulted in an additional impairment of $49 million, and intangible asset amortization expense, which was $34 million higher for the three months ended September 30, 2020 compared to the same period in the prior year as a result of the APi Acquisition.

Safety Services EBITDA as a percentage of net revenues for the three months ended September 30, 2020 and 2019 was approximately 4.2% and 12.3%, respectively.

The decrease is primarily driven by the revision to the impairment charge noted above.

Specialty Services

Specialty Services net revenues for the three months ended September 30, 2020 decreased by $7 million, or (1.7)% compared to the same period in the prior year.

The decrease in s egment revenue was primarily driven by the negative impacts of COVID-19 , timing of demand from our customers and timing of projects .

Specialty Services operating margin for the three months ended September 30, 2020 and 2019 was approximately 26.3% and 7.9%, respectively.

The increase was primarily driven by a remeasurement adjustment to the previously recorded preliminary impairment which resulted in a reversal of $68 million, as well as contract mix, efficiencies in the execution of our services, and improved project selection.

Our Specialty Services EBITDA as a percentage of net revenues for the three months ended September 30, 2020 and 2019 was approximately 31.5% and 13.0%, respectively.

The increase was driven by revisions to the previously mentioned impairment charge, our efficiencies in the execution of our services, improved project selection, targeted pricing improvements and mix of work.

Industrial Services

Industrial Services net revenues for the three months ended September 30, 2020 decreased by $87 million, or (35.5)% compared to the same period in the prior year.

This decrease was primarily due to the sale of two Industrial Service entities accounting for $67 million less revenue in the three months ended September 30, 2020 compared to September 30, 2019, and decreased volume of projects as a result of our strategic initiative to focus on project selection, which improved margins as opposed to growing net revenues.

The revenue decline was also impacted by suppression of demand for our services due to COVID-19 and changes in oil prices.

Industrial Services operating margin for the three months ended September 30, 2020 and 2019 was approximately 10.8% and 2.4%, respectively.

The increase was primarily driven by productivity increases due to better project selection, project management, and jobsite conditions combined with a reversal of impairment of $9 million and a reversal of amortization expense of $10 million as a result of the finalization of purchase accounting for the APi Acquisition.

Industrial Services EBITDA as a percentage of net revenues, was 8.2% and 6.1% for the three months ended September 30, 2020 and 2019, respectively.

The increase was primarily driven by project selection, productivity and favorable jobsite conditions, combined with the impairment revision noted above.

Nine months ended September 30, 2020 (Successor) compared to the nine months ended September 30, 2019 (Predecessor)

Nine Months Ended

September 30,

($ in millions)

(Predecessor)

Cost of revenues

Selling, general, and administrative expenses

Impairment of goodwill, intangibles and long-lived assets

Operating income (loss)

Interest expense, net

Investment income and other, net

Other expense, net

Income (loss) before income taxes

Income tax provision (benefit)

Net income (loss)

NM = Not meaningful

Net revenues for the nine months ended September 30, 2020 and 2019 were $2,705 million compared to $3,107 million for the same period in 2019, a decrease of $402 million or (12.9)%.

The decrease in net revenues was primarily attributable to the sale of two Industrial Services subsidiaries that accounted for $147 million in less revenue in the nine-month period ended September 30, 2020 compared to 2019, the negative impacts of COVID-19 resulting from access restrictions to buildings and project sites, and the delay or cancellation of projects by our customers due to the uncertainty and impact of COVID-19 on their business.

This was combined with improved project selection, which led to a decrease in the volume of projects.

The following table presents gross profit (net revenues less cost of revenues), and gross margin (gross profit as a percentage of net revenues) for APG for the nine months ended September 30, 2020 (Successor) and 2019 (Predecessor), respectively:

Nine Months Ended

September 30,

($ in millions)

(Predecessor)

Our gross profit for the nine months ended September 30, 2020 was $558 million, compared to $604 million for the same period in 2019, a decrease of $46 million, or (7.6)%.

The decrease in gross profit was primarily attributable to declines in net revenues and the impact of amortization.

We recognized $51 million in cost of revenues from the amortization of backlog assets related to purchase accounting for the APi Acquisition, which had an impact of 1.9% on gross margin.

This was partially offset by continued focus on project selection, targeted price improvements, increased efficiencies on our projects, better project management, jobsite conditions, and the mix of services provided, with the largest improvements in our Industrial Services Segment due to the sale of two lower-margin subsidiaries previously noted.

As a result of these factors, gross profit margin was 20.6% in 2020 versus 19.4% in 2019.

Operating expenses

The following table presents operating expenses and operating margin (operating income (loss) as a percentage of net revenues) for APG for the nine months ended September 30, 2020 (Successor) and 2019 (Predecessor), respectively:

Nine Months Ended

September 30,

($ in millions)

(Predecessor)

Selling, general, and administrative expenses (excluding amortization expense)

Amortization expense

Impairment of goodwill, intangibles and long-lived assets

Total operating expenses

Operating expenses as a percentage of net revenues

Operating margin

Our operating expenses for the nine months ended September 30, 2020 were $703 million, compared to $502 million for the same period in 2019, an increase of $201 million.

Operating expenses as a percentage of net revenues were 26.0% for 2020 compared to 16.2% for 2019.

The increase in operating expenses is primarily attributable to increases in impairment charges of $197 million and increases in selling, general, and administrative expenses of $16 million.

The increase in selling, general, and administrative expenses is primarily driven by increased intangible asset amortization of $57 million related to purchase accounting for the APi Acquisition.

Selling, general and administrative expenses (excluding amortization) decreased $41 million primarily as a result of the change in composition of selling, general and administrative expenses due to our transition to a public company and our investment in growth and strategic initiatives.

Decreases in costs have primarily been driven by decreases due to equity-based compensation costs incurred in the prior year under the previous ownership structure of $37 million, in addition to expenses related to contingent consideration and compensation liabilities, elimination of non-recurring prior ownership costs, and reductions from our preemptive cost reduction plan enacted in response to COVID-19, which are largely temporary and designed to flex as our businesses are impacted by COVID-19.

These have been partially offset by increases in costs related to business process transformation, compensation, public company registration, listing and compliance, professional and management fees, and insurance.

Operating income and EBITDA

Nine Months Ended

September 30,

($ in millions)

(Predecessor)

Operating income (loss)

Our operating loss for the nine months ended September 30, 2020 was $145 million, compared to income of $102 million for the same period in 2020, a decrease of $247 million.

Operating margin decreased to approximately (5.4)% in 2020 from 3.3% in 2019.

The decrease was primarily attributable to an impairment charge of $ 19 7 million in 2020 , increased expenses related to intangible asset amortization expense of $ 10 8 million, and other change s in operating expenses discussed above.

EBITDA as a percentage of net revenues decreased to 2.6% in 2020 from 6.1% in 2019.

The decrease was also primarily driven by the impairment of $ 19 7 million discussed above.

Interest expense, net

Interest expense was $41 million for the nine months ended September 30, 2020 compared to $20 million for the same period of the prior year.

The $21 million increase in interest expense was primarily due to an increase in average outstanding borrowings and higher average borrowing costs reflecting the APi Acquisition in which APi Group’s previous debt totaling $659 million as of September 30, 2019, was settled and replaced by our Credit Facilities that include the issuance of a $1.2 billion Term Loan.

Investment income and other, net

Investment income and other, net was $20 million for the nine months ended September 30, 2020 compared to $11 million for the same period of the prior year.

The $9 million increase was primarily due to an increase of $6 million in earnings from our joint venture investments and $4 million of income from government relief for COVID-19 received at non-US subsidiaries.

Income tax provision

The effective tax rate for the nine months ended September 30, 2020 was 21.2%, after discrete and non-recurring tax items.

The income tax benefit of $35 million for the nine months ended September 30, 2020 related to the impairment of goodwill and intangible assets.

The tax law changes in the CARES Act had an immaterial impact on the Company’s income tax provision during the nine months ended September 30, 2020.

Operating Segment Results for the nine months ended September 30, 2020 (Successor) versus nine months ended September 30, 2019 (Predecessor)

Nine Months Ended

September 30,

($ in millions)

(Predecessor)

Safety Services

Specialty Services

Industrial Services

Corporate and Eliminations

Operating Income (Loss)

Nine Months Ended

September 30,

($ in millions)

(Predecessor)

Safety Services

Specialty Services

Industrial Services

Corporate and Eliminations

Nine Months Ended

September 30,

($ in millions)

(Predecessor)

Safety Services

Specialty Services

Industrial Services

Corporate and Eliminations

The following discussion breaks down the net revenues, operating income and EBITDA by operating segment for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019.

Safety Services

Safety Services net revenues for the nine months ended September 30, 2020 decreased by $143 million, or (10.7)% compared to the same period in the prior year.

This is due to the negative impacts of COVID-19 in addition to the timing of larger contract revenues during the prior year period.

Safety Services operating margin for the nine months ended September 30, 2020 and 2019 was approximately (1.0)% and 12.0%, respectively.

The decrease was primarily driven by impairment charges of $83 million and intangible asset amortization expense, which was $79 million higher for the nine months ended September 30, 2020 compared to the same period in the prior year as a result of the APi Acquisition.

Safety Services EBITDA as a percentage of net revenues for the nine months ended September 30, 2020 and 2019 was approximately 7.0% and 12.7%, respectively.

The decrease was primarily driven by impairment charges.

Specialty Services

Specialty Services net revenues for the nine months ended September 30, 2020 decreased by $58 million, or (5.2)% compared to the same period in the prior year.

The decline was primarily driven by negative impacts of COVID-19 and the timing of projects.

Specialty Services operating margin for the nine months ended September 30, 2020 and 2019 was approximately (0.9)% and 5.4%, respectively.

The decrease was driven by impairment charges of $52 million, and intangible asset amortization expense, which was $25 million higher for the nine months ended September 30, 2020 compared to the same period in the prior year as a result of the APi Acquisition.

Specialty Services EBITDA as a percentage of net revenues for the nine months ended September 30, 2020 and 2019 was approximately 7.6% and 10.0%, respectively.

The decrease was primarily driven by impairment charges.

Industrial Services

Industrial Services net revenues for the nine months ended September 30, 2020 decreased by $202 million, or (30.1)% compared to the same period in the prior year.

This decrease was primarily due to the sale of two subsidiaries that accounted for $147 million less revenue in the nine-month period ended September 30, 2020 compared to the same period of 2019, as well as decreased volume of projects as a result of our strategic focus on improving margins as opposed to growing net revenues.

The decline in net revenues was also driven by suppression of demand for our services due to COVID-19 and changes in oil prices.

Industrial Services operating margin for the nine months ended September 30, 2020 and 2019 was approximately (7.9)% and (—)%, respectively.

The decline was primarily driven by impairment charges of $58 million in the nine months ended September 30, 2020.

This was partially offset by productivity increases due to better project selection, project management and jobsite conditions.

Industrial Services EBITDA as a percentage of net revenues was (2.4)% and 3.1% for the nine months ended September 30, 2020 and 2019, respectively.

The decrease was primarily driven by impairment charges.

Non-GAAP Financial Measures (Unaudited)

We supplement our reporting of consolidated financial information determined in accordance with U.S.

GAAP with earnings before interest, taxes, depreciation and amortization (“EBITDA”), which is a non-U.S.

GAAP financial measure.

Management believes this measure provides meaningful information and helps investors understand our financial results and assess our prospects for future performance.

We use EBITDA to evaluate our performance, both internally and as compared with our peers, because it excludes certain items that may not be indicative of our core operating results.

This non-U.S .

GAAP financial measure, however, has limitations as an analytical tool and should not be considered in isolation from, a substitute for, or superior to, the related financial information that we report in accordance with U.S.

The principal limitati on of this non-U.S.

GAAP financial measure is that it excludes significant expenses that are required by U.S.

GAAP to be recorded in our financial statements and may not be comparable to similarly titled measures of other companies due to potential differe nces in calculation methods.

In addition, this measure is subject to inherent limitations as it reflects the exercise of judgment by management about which items are excluded or included in determining this non-U.S.

GAAP financial measure.

Investors are en couraged to review the reconciliation of this non-U.S.

GAAP financial measure to its most comparable U.S.

GAAP financial measure included in this quarterly report and not to rely on any single financial measure to evaluate our business.

The following tables present a reconciliation of net income (loss) to EBITDA for the periods indicated:

Three Months Ended

September 30,

($ in millions)

(Predecessor)

Reported net income

Adjustments to reconcile net income to EBITDA:

Interest expense, net

Income tax provision

Nine Months Ended

September 30,

($ in millions)

(Predecessor)

Reported net income (loss)

Adjustments to reconcile net income (loss) to EBITDA:

Interest expense, net

Income tax provision (benefit)

Liquidity and Capital Resources

Our primary sources of liquidity are cash flows from the operating activities of our consolidated subsidiaries, available cash and cash equivalents, and our access to our Revolving Credit Facility.

We believe that these sources will be sufficient to fund our liquidity requirements for at least the next twelve months.

As of September 30, 2020, we had $699 million of total liquidity, comprising $467 million in cash and cash equivalents and $232 million ($300 million less outstanding letters of credit of approximately $68 million) of available borrowings under our Revolving Credit Facility.

Given the uncertainties regarding the COVID-19 global pandemic and in preparation for its potential unforeseen impacts, in late March 2020, we drew down $200 million under our Revolving Credit Facility.

Subsequently, in April 2020, we repaid the full amount borrowed on the Revolving Credit Facility.

As of September 30, 2020, we had $1.2 billion of indebtedness outstanding under the term loan on October 1, 2019 (the “2019 Term Loan”), and no amounts outstanding under the $300 million Revolving Credit Facility.

As of September 30, 2020, $232 million was available after giving effect to $68 million of outstanding letters of credit, which reduce availability.

On October 22, 2020, we entered into an incremental $250 million term loan under the Credit Agreement (the "2020 Term Loan"), which we used to replenish balance sheet cash utilized for the acquisitions and general business purposes.

We also expect to continue to raise cash through equity and debt offerings when capital market conditions are favorable and other sources of liquidity are not sufficient.

Our principal liquidity requirements have been, and we expect will be, any contingent consideration due to selling shareholders, including tax payments in connection therewith, for working capital and general corporate purposes, including capital expenditures and debt service, as well as to identify, execute and integrate strategic acquisitions and business transformation.

Our capital expenditures were approximately $24 million and $53 million in the nine months ended September 30, 2020 and 2019, respectively.

Including our current assessment of the potential effects of the COVID-19 pandemic on our results of ope rations, we anticipate that funds generated from operations, available borrowings under our Credit Facility and our cash balances will be sufficient to meet our working capital requirements, anticipated capital expenditures, debt service obligations, insur ance and performance collateral requirements, letter of credit needs, earn-out obligations, required income tax payments, acquisition and other investment funding requirements, share repurchase activity and other liquidity needs for at least the next twelv e months.

Credit Facilities

We have a credit agreement (the “Credit Agreement”) which provides for (1) a term loan facility, pursuant to which we incurred a $1.2 billion 2019 Term Loan, which we used to fund a part of the cash portion of the purchase price in the APi Acquisition;

a $250 million 2020 Term Loan, which we used to fund a part of the cash portion of the purchase price in the SKG Acquisition;

and (2) a $300 million Revolving Credit Facility of which up to $150 million can be used for the issuance of letters of credit.

Although we believe we have sufficient resources to fund our future cash requirements, there are many factors with the potential to influence our cash flow position including weather, seasonality, commodity prices, market conditions, and prolonged impacts of COVID-19 and shelter-in-place governmental action, over which we have no control.

Effective October 1, 2019, we entered into a $720 million of notional value five-year interest rate swap, exchanging one-month LIBOR for a fixed rate of 1.62% per annum.

Accordingly, our fixed interest rate per annum on the swapped $720 million of the 2019 Term Loan debt is 4.12%.

As of September 30, 2020, the remaining $470 million of the 2019 Term Loan debt was bearing interest of 2.65% per annum based on one-month LIBOR plus 250 basis points.

One of APi Group’s Canadian subsidiaries had a $20 million unsecured line of credit agreement with a variable interest rate based upon the prime rate.

APi Group had no amounts outstanding under the line of credit at September 30, 2020.

The Credit Agreement contains customary affirmative and negative covenants, including limitations on additional indebtedness, dividends and other distributions, entry into new lines of business, use of loan proceeds, capital expenditures, restricted payments, restrictions on liens on assets, transactions with affiliates and dispositions.

To the extent total outstanding borrowings under the Revolving Credit Facility (excluding undrawn letters of credit up to $40 million) is greater than 30% of the total commitment amount of the Revolving Credit Facility, APG’s first lien net leverage ratio shall not exceed (i) 4.50 to 1.00 for each fiscal quarter ending in 2020, (ii) 4.00 to 1.00 for each fiscal quarter ending in 2021 and (iii) 3.75 to 1.00 for each fiscal quarter ending thereafter.

Our first lien net leverage ratio as of September 30, 2020 was 1.81:1.00.

In addition, the Credit Agreement contains customary provisions relating to events of default that include, among others, non-payment of principal, interest or fees, breach of covenants, inaccuracy of representations and warranties, failure to make payment on, or defaults with respect to, certain other indebtedness having an aggregate principal amount in excess of $75 million, bankruptcy and insolvency events, judgments in excess of $75 million or that could reasonably be expected to have a material adverse effect, change of control and certain events relating to ERISA plans.

Upon the occurrence of an event of default, and after the expiration of any applicable grace period, payment of any outstanding loans under the Credit Agreement may be accelerated and the lenders could foreclose on their security interests in the assets of the Borrower and the Guarantors.

We were in compliance with all covenants contained in the Credit Agreement as of December 31, 2019 and September 30, 2020.

Nine Months Ended September 30,

($ in millions)

(Predecessor)

Net cash provided by operating activities

Net cash used in investing activities

Net cash used in financing activities

Effect of foreign currency exchange rate change on cash

and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents at the end of the period

Net Cash Provided by Operating Activities

Net cash provided by operating activities was $329 million for the nine months ended September 30, 2020 compared to $145 million for the same period in 2019.

Cash flow from operations is primarily driven by changes in the mix and timing of demand for our services and working capital needs associated with the various services we provide.

Working capital is primarily affected by changes in total accounts receivable, accounts payable, accrued expenses, and contract assets and contract liabilities, all of which tend to be related and are affected by changes in the timing and volume of work performed.

The increase in cash flow provided by operating activities in 2020 compared to the same period in 2019 was primarily driven by changes in working capital levels as the declines in net revenues during the nine months ended September 30, 2020 have resulted in reductions in our accounts receivable and fluctuations in our working capital balances, which include deferrals of payroll withholding taxes, that have driven positive cash flow generation in the period.

Net Cash Used in Investing Activities

Net cash used in investing activities was $17 million for the nine months ended September 30, 2020 compared to $51 million for the same period in 2019.

The decrease in cash used in investing activities was attributable to reduction in purchases of property and equipment during the current year as management enacted adjustments to capital expenditures in response to COVID-19.

Management anticipates increased capital expenditures in future periods that are comparable to prior year spend levels.

Net Cash Used in Financing Activities

Net cash used in financing activities was $101 million for nine months ended September 30, 2020 compared to $10 million for the same period in 2019.

The increase in cash used in financing activities was primarily due to payments of acquisition related consideration, including deferred payments to the former owners of APi Group, Inc., and to the former owners of businesses acquired by APi Group, Inc.

prior to the APi Acquisition.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial agreement involving assets.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements