BUSINESS COMBINATIONS

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

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 U.S. 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.

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 within the Company's Safety Services segment.

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


Cash paid at closing	$	573
Cash deposited into escrow	6
Total consideration	$	579

Cash	$	7
Accounts receivable	29
Contract assets	19
Other current assets	5
Property and equipment	5
Operating lease right of use assets	1
Intangible assets	222
Goodwill	392
Accounts payable	(12)
Contract liabilities	(15)
Other accrued liabilities	(11)
Current and noncurrent operating and finance lease liabilities	(3)
Deferred tax liabilities	(55)
Other noncurrent liabilities	(5)
Net assets acquired	$	579

The Company has not finalized its accounting for any areas of purchase price allocation related to the Elevated acquisition. The Company anticipates that it will finalize its accounting for the Elevated acquisition during the second quarter of 2025. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required. Based on preliminary estimates, the total amount of goodwill from the Elevated acquisition expected to be deductible for tax purposes is $19.

During the nine months ended September 30, 2024, the Company incurred transaction costs of $7, which were expensed and included as a component of selling, general, and administrative expenses in the condensed consolidated statements of operations.

The results of operations for Elevated are included in the consolidated financial statements of the Company from the date of acquisition.

Other 2024 acquisitions

During the three months ended September 30, 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.

During the nine months ended September 30, 2024, the Company completed seven individually immaterial acquisitions for aggregate consideration transferred of $68, made up of cash paid at closing of $56 and accrued consideration of $12. The company has not finalized its accounting for 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 $44. 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		Other 2024 acquisitions
Cash paid at closing	$	24	$	56
Accrued consideration	9		12
Total consideration	$	33	$	68

Cash and cash equivalents	$	6	$	—
Accounts receivable	15		1
Other current assets	3		—
Property and equipment	2		3
Intangible assets	8		29
Goodwill	9		37
Accounts payable	(2)		—
Other accrued liabilities	(3)		—
Contract liabilities	(5)		(2)
Net assets acquired	$	33	$	68

2023 Acquisitions

During 2023, the Company completed an acquisition included within the Safety Services segment ("Acquisition A23"). The results of the A23 business are reported within the Company's Safety Services segment. Consideration for Acquisition A23 included cash paid at closing of $30, cash deposited into escrow for future deferred payments of $5, and accrued consideration of $3.

During 2023, the Company completed an acquisition included within the Safety Services segment ("Acquisition B23"). The results of the B23 business are reported within the Company's Safety Services segment. Consideration for Acquisition B23 included cash paid at closing of $27 and accrued consideration of $5.

During 2023, the Company completed five individually immaterial acquisitions for aggregate consideration transferred of $24, made up of cash paid at closing of $22 and accrued consideration of $2.

The results of operations of these acquisitions are included in the Company’s condensed consolidated statements of operations from their respective dates of acquisition.

The Company has not finalized its accounting for Acquisition B23 and one of the individually immaterial acquisitions completed during 2023 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 $47. See Note 6 - "Goodwill and Intangibles" for the provisional goodwill assigned to each segment.

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


	Acquisition A23		Acquisition B23		Other 2023 acquisitions
Cash paid at closing	$	30	$	27	$	22
Cash deposited into escrow	5		—		—
Accrued consideration	3		5		2
Total consideration	$	38	$	32	$	24

Cash and cash equivalents	$	—	$	1	$	—
Accounts receivable	6		7		—
Contract assets	1		2		—
Other current assets	—		—		1
Intangible assets	13		12		11
Goodwill	21		16		14
Other accrued liabilities	—		(2)		—
Contract liabilities	(3)		(4)		(2)
Net assets acquired	$	38	$	32	$	24

For the three months ended September 30, 2024, net revenues and operating income from the Company's material acquisitions that closed over the previous twelve months was $64 and $5, respectively. For the nine months ended September 30, 2024, net revenues and operating income from the Company's material acquisitions that closed over the previous twelve months was $96 and $6, 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 1 to 4 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 1 to 4 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 1 to 4 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 $3 and $9 as of September 30, 2024 and December 31, 2023, respectively. The maximum payout of these arrangements upon completion of the future performance periods was $4 and $15, inclusive of the $3 and $9, accrued as of September 30, 2024 and December 31, 2023, 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 $31 and $17 as of September 30, 2024 and December 31, 2023, respectively, and is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented.