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Goodwill and Intangibles
9 Months Ended
Sep. 30, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Intangibles

Note 7.     Goodwill and Intangibles

Goodwill: 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):

 

 

 

Safety

Services

 

 

Specialty

Services

 

 

Industrial

Services

 

 

Total

Goodwill

 

Goodwill as of December 31, 2019

 

$

639

 

 

$

290

 

 

$

51

 

 

$

980

 

Acquisitions

 

 

1

 

 

 

2

 

 

 

 

 

 

3

 

Impairments (1)

 

 

(83

)

 

 

(52

)

 

 

(58

)

 

 

(193

)

Measurement period adjustments and other (2)

 

 

118

 

 

 

(68

)

 

 

11

 

 

 

61

 

Goodwill as of September 30, 2020

 

$

675

 

 

$

172

 

 

$

4

 

 

$

851

 

 

 

(1)

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 $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.

 

(2)

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.

 

Intangibles: 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

 

 

 

Estimated

Useful Lives

(in Years)

 

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Carrying

Amount

 

Amortized intangibles:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Backlog intangibles

 

 

1

 

 

$

99

 

 

$

(73

)

 

$

26

 

Customer relationships

 

 

8

 

 

 

747

 

 

$

(93

)

 

 

654

 

Trade names

 

 

15

 

 

 

258

 

 

 

(17

)

 

 

241

 

Total

 

 

 

 

 

$

1,104

 

 

$

(183

)

 

$

921

 

 

 

 

December 31, 2019

 

 

 

Estimated

Useful Lives

(in Years)

 

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Carrying

Amount

 

Amortized intangibles:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Backlog intangibles

 

 

1

 

 

$

112

 

 

$

(22

)

 

$

90

 

Customer relationships

 

 

8

 

 

 

755

 

 

 

(24

)

 

 

731

 

Trade names

 

 

15

 

 

 

305

 

 

 

(5

)

 

 

300

 

Total

 

 

 

 

 

$

1,172

 

 

$

(51

)

 

$

1,121

 

 

Amortization expense recognized on intangibles was as follows:

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2020

(Successor)

 

 

 

2019

(Predecessor)

 

 

2020

(Successor)

 

 

 

2019

(Predecessor)

 

Cost of revenues

 

$

6

 

 

 

$

 

 

$

51

 

 

 

$

 

Selling, general, and administrative expense

 

 

25

 

 

 

 

8

 

 

 

83

 

 

 

 

26

 

Total intangible asset amortization expense

 

$

31

 

 

 

$

8

 

 

$

134

 

 

 

$

26

 

 

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.