BUSINESS COMBINATIONS

6 Months Ended

Jun. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

BUSINESS COMBINATIONS

The Company regularly evaluates potential acquisitions that strategically fit with the Company’s existing portfolio or expand the Company’s portfolio into a new and attractive business area. Acquisitions are accounted for as business combinations using the acquisition method of accounting. As such, the Company makes a preliminary allocation of the purchase price to the tangible assets and identifiable intangible assets acquired and liabilities assumed. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. Purchase price is allocated to acquired assets and liabilities assumed based upon their estimated fair values, with limited exceptions as permitted pursuant to GAAP, as determined based on estimates and assumptions deemed reasonable by the Company. The Company engages third-party valuation specialists to assist with preparation of critical assumptions and calculations of the fair value of acquired tangible and intangible assets in connection with significant acquisitions. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed is recorded as goodwill. Goodwill is attributable to the workforce of the acquired businesses, the complementary strategic fit and resulting synergies these businesses bring to existing operations, and the opportunities in new markets expected to be achieved from the expanded platform.

2025 Acquisitions

During the six months ended June 30, 2025, the Company completed seven acquisitions for aggregated consideration transferred of $128, made up of cash paid at closing of $106, cash deposited into escrow of $13, and accrued consideration of $9. The results of operations of these acquisitions are included in the Company's condensed consolidated statements of operations from their respective dates of acquisition and were not material.


	2025 Acquisitions
Cash paid at closing	$	106
Cash deposited into escrow	13
Accrued consideration	9
Total net consideration	$	128

Cash and cash equivalents	$	8
Accounts receivable	14
Property and equipment	1
Intangible assets	51
Goodwill	81
Accounts payable	(4)
Other accrued liabilities	(21)
Contract liabilities	(2)
Net assets acquired	$	128

The Company has not finalized its accounting for any of the acquisitions completed during 2025 and will make appropriate adjustments to the purchase price allocation prior to completion of the measurement periods, as required. Based on preliminary estimates, the total amount of goodwill from acquisitions expected to be deductible for tax purposes is $73.

2024 Acquisitions

Elevated acquisition

On June 3, 2024, the Company completed its acquisition of 100% of the equity interests of Elevated Facility Services Group ("Elevated"). Elevated is a premier provider of contractually based services for all major brands of elevator and escalator equipment. Elevated is headquartered in Florida and serves customers in over 18 states. The results of the Elevated business are reported in the condensed consolidated financial statements of the Company from the date of acquisition within the Company's Safety Services segment.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of the Elevated acquisition:


Cash paid at closing	$	572
Cash deposited into escrow	6
Total net consideration	$	578

Cash and cash equivalents	$	7
Accounts receivable	29
Contract assets	14
Other current assets	6
Property and equipment	4
Operating lease right-of-use assets	2
Intangible assets	222
Goodwill	394
Accounts payable	(12)
Contract liabilities	(10)
Other accrued liabilities	(26)
Current and noncurrent operating and finance lease liabilities	(3)
Deferred tax liabilities	(49)
Net assets acquired	$	578

The Company finalized its accounting for the Elevated acquisition during the six months ended June 30, 2025. The total amount of goodwill from the Elevated acquisition expected to be deductible for tax purposes is $19. See Note 6 – “Goodwill and Intangibles” for the provisional goodwill assigned to each segment.

Other 2024 acquisitions

On September 3, 2024, the Company completed an acquisition included within the Safety Services segment ("Acquisition A24"). The results of the A24 business are reported within the Company's Safety Services segment. Consideration for Acquisition A24 included cash paid at closing of $24 and accrued consideration of $9.

On October 1, 2024, the Company completed an acquisition included within the Safety Services segment ("Acquisition B24"). The results of the B24 business are reported within the Company's Safety Services segment. Consideration for Acquisition B24 included cash paid at closing of $99, cash deposited into escrow for future deferred payments of $2, and no accrued consideration.

On December 2, 2024, the Company completed an acquisition included within the Safety Services segment ("Acquisition C24"). The results of the C24 business are reported within the Company's Safety Services segment. Consideration for Acquisition C24 included cash paid at closing of $26 and accrued consideration of $7.

During 2024, the Company completed nine individually immaterial acquisitions for aggregate consideration transferred of $77, made up of cash paid at closing of $63 and accrued consideration of $14.

The Company has not finalized its accounting for acquisitions A24, B24, C24, and two of the immaterial acquisitions completed during 2024, and will make appropriate adjustments to the purchase price allocation prior to completion of the measurement periods, as required. Based on preliminary estimates, the total amount of goodwill from acquisitions expected

to be deductible for tax purposes is $84. The results of operations of these acquisitions are included in the Company’s condensed consolidated statements of operations from their respective dates of acquisition and were not material.


	Acquisition A24		Acquisition B24		Acquisition C24		Other 2024 acquisitions
Cash paid at closing	$	24	$	99	$	26	$	63
Cash deposited into escrow	—		2		—		—
Accrued consideration	9		—		7		14
Total net consideration	$	33	$	101	$	33	$	77

Cash and cash equivalents	$	6	$	—	$	2	$	—
Accounts receivable	15		18		10		2
Contract assets	—		2		—		—
Other current assets	3		4		1		1
Property and equipment	2		3		—		3
Intangible assets	8		38		10		33
Goodwill	9		51		16		43
Accounts payable	(2)		(4)		(2)		—
Other accrued liabilities	(3)		(8)		(2)		(1)
Contract liabilities	(5)		(1)		—		(2)
Deferred tax liabilities	—		(2)		(2)		(2)
Net assets acquired	$	33	$	101	$	33	$	77

For the three months ended June 30, 2025, net revenues and operating income from the Company's material acquisitions that closed over the previous twelve months was $112 and $2, respectively. For the six months ended June 30, 2025, net revenues and operating income from the Company's material acquisitions that closed over the previous twelve months was $210 and $3, respectively

Accrued consideration

The Company’s acquisition purchase agreements typically include deferred payment provisions, often to sellers who become employees of the Company or its subsidiaries. The provisions are made up of three general types of arrangements, contingent compensation, contingent consideration (both of which are contingent on the future performance of the acquired entity), and deferred payments related to indemnities. Contingent compensation arrangements are typically contingent on the former owner’s future employment with the Company and the related amounts are recognized over the required employment period, which is typically one to four years. Contingent consideration arrangements are not contingent on employment and are included as part of purchase consideration at the time of the initial acquisition and are paid over a period of one to four years. The liability for deferred payments is recognized at the date of acquisition based on the Company’s best estimate and is typically payable over a period of one to four years. Deferred payments are not contingent on any future performance or employment obligations and can be offset for working capital true-ups and representations and warranty items.

The total contingent compensation arrangement liability was $2 and $0 as of June 30, 2025 and December 31, 2024, respectively. The maximum payout of these arrangements upon completion of the future performance periods was $16 and $2, inclusive of the $2 and $0, accrued as of June 30, 2025 and December 31, 2024, respectively. The contingent compensation liability is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented. The Company primarily determines the contingent compensation liability based on forecasted cumulative earnings compared to the cumulative earnings target set forth in the arrangement. Compensation expense associated with these arrangements is recognized ratably over the required employment period.

The contingent consideration obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings. For additional considerations regarding the fair value of the Company's contingent consideration liabilities, see Note 7 – "Fair Value of Financial Instruments."

The total liability for deferred payments was $37 and $28 as of June 30, 2025 and December 31, 2024, respectively, and is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented.

- Definition

The entire disclosure for business combination.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479328/805-10-50-8

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 38
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479303/805-10-55-38

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 46
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479303/805-10-55-46

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 43
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479303/805-10-55-43

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 45
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479303/805-10-55-45

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 29
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479303/805-10-55-29

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 29
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479303/805-10-55-29

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479907/805-20-50-5

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479907/805-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479907/805-20-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479581/805-30-50-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479328/805-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479907/805-20-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479581/805-30-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479581/805-30-50-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479581/805-30-50-1

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479328/805-10-50-3

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479581/805-30-50-1

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479328/805-10-50-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479328/805-10-50-4

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479581/805-30-50-4

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479907/805-20-50-1

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479907/805-20-50-1

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479328/805-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479328/805-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 40
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479326/805-40-45-1

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 30
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/805-30/tableOfContent

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 20
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/805-20/tableOfContent

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479328/805-10-50-7

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479328/805-10-50-5

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 10
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/805-10/tableOfContent

+ Details

APi Group Corp 10-Q