Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
MARKET AND DIVIDEND INFORMATION
Our Common Stock is listed on the New York Stock Exchange (“NYSE”) under symbol “APG.”
Common Stock
As of March 12, 2021, there were 18 holders of record of our Common Stock.
Dividends
We have historically not paid cash dividends and do not currently anticipate paying a cash dividend on our Common Stock. We intend to retain future earnings for reinvestment. Our Board of Directors will make any future determination as to the payment of dividends at its discretion, and this determination will depend upon our operating results, financial condition and capital requirements, general business conditions and such other factors that the Board of Directors considers relevant. In addition, our Credit Agreement (as later defined), in certain situations, prohibits us from paying cash dividends or making other distributions on our Common Stock without prior consent of the lender. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition, Liquidity and Capital Resources.”
On January 4, 2021, the holder of our Series A Preferred Stock received an annual dividend paid in the form of shares of Common Stock. Refer to Note 17 – “Shareholders’ Equity” to our consolidated financial statements.
Warrants
As of December 31, 2020, there were 63,774,398 warrants outstanding exercisable for approximately 21,258,133 shares of Common Stock. On January 26, 2021, a mandatory redemption event occurred with respect to all of our outstanding warrants. On February 25, 2021, the Company completed the mandatory redemption of 3,791,778 million outstanding warrants for $0.01 per warrant. Prior to the redemption and subsequent to December 31, 2020, the Company had received approximately $230 million of cash proceeds resulting from the exercise of 59,986,620 outstanding warrants. The warrants were exercisable in multiples of three for one share of the Company’s Common Stock at an exercise price of $11.50 per whole share of Common Stock.
Cancellation of Common Stock
During the year ended December 31, 2020, 608,016 shares of Common Stock were released from an indemnification escrow account established in connection with the APi Acquisition to the Company in settlement of indemnification claims and subsequently cancelled. The cancellations did not reduce the total number of authorized shares. See Note 4 – “Business Combinations”, for additional information pertaining to the cancelled shares.
Share Repurchase Program
On December 1, 2020, the Company announced that the Company’s Board of Directors authorized a share repurchase program (“SRP”) to purchase up to an aggregate of $100 million of shares of the Company’s Common Stock. Acquisitions pursuant to the stock repurchase program may be made from time to time through a combination of open market repurchases in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, privately negotiated transactions, accelerated share repurchase transactions, and/or other derivative transactions, at the Company’s discretion, as permitted by securities laws and other legal requirements. In connection with the stock repurchase program, the Company may enter into Rule 10b5-1 trading plans which would generally permit the Company to repurchase shares at times when it might otherwise be prevented from doing so under the securities laws. The SRP will expire on December 31, 2021 unless otherwise modified or earlier terminated by the Company’s Board of Directors at any time in its sole discretion. During the fourth quarter of 2020 we repurchased 1,742,284 shares for approximately $30 million under the SRP, leaving approximately $70 million of authorized repurchases.
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Issuer Purchases of Equity Securities
The following table provides information about the Company’s purchases of equity securities during the quarter ended December 31, 2020:
During the Three Months Ended December 31, 2020
Total Number of Shares Purchased (1)
Average Price Paid Per Share
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
October 1, 2020 - October 31, 2020
—
$
—
—
$
—
November 1, 2020 - November 30, 2020
—
$
—
—
$
—
December 1, 2020 - December 31, 2020
1,742,284
$
17.22
1,742,284
$
70
Total
1,742,284
$
17.22
1,742,284
1)
See —“Share Repurchase Program” above for additional information regarding the SRP.
Performance Graph
The following graph summarizes the cumulative return on $100 invested in APG’s Common Stock, the Common Stock of a selected peer group of companies, the S&P 500, and the Russell 2000 Stock Index if invested on October 1, 2019, the date of the APi Acquisition, until December 31, 2020. Because our services are diverse across our safety, specialty, and industrial services segments, APG does not believe that any single published industry index is appropriate for comparing shareholder return. Therefore the peer group used in the performance graph combines publicly traded companies that have similar characteristics as one or more of APG’s segments. The returns of each company in the peer group are weighted based on the market capitalization of that company at the beginning of the measurement period. The stock price performance shown in the graphs is not necessarily indicative of future price performance.
(1)
Peer group includes Carrier Global, Cintas Corporation, Comfort Systems USA, Inc., EMCOR Group Inc., Jacobs Engineering Group Inc., Johnson Controls International plc, MasTec Inc., Otis Worldwide and Quanta Services, Inc.
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