Attached files
file | filename |
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EX-99.3 - EX-99.3 - APi Group Corp | d201971dex993.htm |
EX-99.1 - EX-99.1 - APi Group Corp | d201971dex991.htm |
EX-23.1 - EX-23.1 - APi Group Corp | d201971dex231.htm |
8-K - 8-K - APi Group Corp | d201971d8k.htm |
Exhibit 99.2
UNAUDITED CONDENSED COMBINED FINANCIAL STATEMENTS
Chubb Fire & Security Group
(A Business of Carrier Global Corporation)
As of and for the Six Months Ended June 30, 2021 and June 30, 2020
Chubb Fire & Security Group
(A Business of Carrier Global Corporation)
Condensed Combined Financial Statements
Six Months Ended June 30, 2021
Contents
Contents |
1 | |||
Condensed Combined Statements of Operations (Unaudited) |
2 | |||
Condensed Combined Statements of Comprehensive Income (Loss) (Unaudited) |
3 | |||
Condensed Combined Balance Sheets (Unaudited) |
4 | |||
Condensed Combined Statements of Changes in Net Investment (Unaudited) |
5 | |||
Condensed Combined Statements of Cash Flows (Unaudited) |
6 | |||
Notes to Condensed Combined Financial Statements (Unaudited) |
7 |
Chubb Fire & Security Group
(A Business of Carrier Global Corporation)
Condensed Combined Statements of Operations
(Unaudited)
For the Six Months Ended | ||||||||
June 30, | ||||||||
(Dollars in Thousands) | 2021 | 2020 | ||||||
Net sales |
||||||||
Product sales |
$ | 412,792 | $ | 310,156 | ||||
Service sales |
689,212 | 573,409 | ||||||
|
|
|
|
|||||
1,102,004 | 883,565 | |||||||
|
|
|
|
|||||
Costs and expenses |
||||||||
Cost of products sold |
336,579 | 253,285 | ||||||
Cost of services sold |
434,683 | 366,922 | ||||||
Research and development |
77 | 61 | ||||||
Selling, general and administrative |
282,024 | 258,527 | ||||||
|
|
|
|
|||||
1,053,363 | 878,795 | |||||||
Other income, net |
3,190 | 1,789 | ||||||
|
|
|
|
|||||
Operating profit |
51,831 | 6,559 | ||||||
Non-service pension benefit |
39,859 | 33,619 | ||||||
Interest income, net |
13,344 | 17,081 | ||||||
|
|
|
|
|||||
Income from operations before income taxes |
105,034 | 57,259 | ||||||
Income tax expense |
63,528 | 73,214 | ||||||
|
|
|
|
|||||
Net income (loss) from operations |
41,506 | (15,955 | ) | |||||
Less: Non-controlling interest in subsidiaries (loss) income from operations |
(1,443 | ) | 7 | |||||
|
|
|
|
|||||
Net income (loss) attributable to Chubb Fire & Security Group |
$ | 42,949 | $ | (15,962 | ) | |||
|
|
|
|
The accompanying notes are an integral part of the Unaudited Condensed Combined Financial Statements.
2
Chubb Fire & Security Group
(A Business of Carrier Global Corporation)
Condensed Combined Statements of Comprehensive Income (Loss)
(Unaudited)
For the Six Months Ended | ||||||||
June 30, | ||||||||
(Dollars in Thousands) | 2021 | 2020 | ||||||
Net income (loss) attributable to Chubb Fire & Security Group |
$ | 42,949 | $ | (15,962 | ) | |||
Other comprehensive income (loss), net of tax: |
||||||||
Foreign currency translation adjustments arising during period |
1,669 | (72,328 | ) | |||||
Pension and postretirement benefit plan adjustments |
6,759 | 3,746 | ||||||
|
|
|
|
|||||
Other comprehensive income (loss), net of tax |
8,428 | (68,582 | ) | |||||
|
|
|
|
|||||
Comprehensive income (loss) |
51,377 | (84,544 | ) | |||||
Less: Comprehensive (loss) attributable to non-controlling interests |
(173 | ) | (320 | ) | ||||
|
|
|
|
|||||
Comprehensive income (loss) attributable to Chubb Fire & Security Group |
$ | 51,550 | $ | (84,224 | ) | |||
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|
|
|
The accompanying notes are an integral part of the Unaudited Condensed Combined Financial Statements.
3
Chubb Fire & Security Group
(A Business of Carrier Global Corporation)
Condensed Combined Balance Sheets
(Unaudited)
As of | ||||||||
(Dollars in Thousands) | June 30, 2021 |
December 31, 2020 |
||||||
Assets |
||||||||
Cash and cash equivalents |
$ | 43,200 | $ | 33,076 | ||||
Accounts receivable (net of allowance for expected credit loss of $17,054 and $15,619) |
440,485 | 509,162 | ||||||
Contract assets, current |
197,332 | 173,261 | ||||||
Inventories, net |
68,397 | 69,485 | ||||||
Other assets, current |
30,389 | 28,589 | ||||||
|
|
|
|
|||||
Total current assets |
779,803 | 813,573 | ||||||
Future income tax benefits |
9,741 | 9,787 | ||||||
Fixed assets, net |
68,947 | 71,603 | ||||||
Operating lease right-of-use assets |
167,659 | 155,542 | ||||||
Intangible assets, net |
567,159 | 585,860 | ||||||
Goodwill |
920,134 | 932,863 | ||||||
Pension and postretirement assets |
603,080 | 513,544 | ||||||
Other assets |
14,287 | 14,927 | ||||||
|
|
|
|
|||||
Total assets |
$ | 3,130,810 | $ | 3,097,699 | ||||
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|
|
|
|||||
Liabilities and Carrier Net Investment |
||||||||
Accounts payable |
$ | 198,904 | $ | 198,275 | ||||
Accrued salaries, wages and employee benefits |
120,033 | 129,797 | ||||||
Accrued liabilities |
171,840 | 181,823 | ||||||
Contract liabilities, current |
174,409 | 174,622 | ||||||
Current portion of long-term debt |
240 | 465 | ||||||
|
|
|
|
|||||
Total current liabilities |
665,426 | 684,982 | ||||||
Pension and post retirement obligations |
90,826 | 99,750 | ||||||
Future income tax obligations |
280,693 | 220,679 | ||||||
Operating lease liabilities |
124,395 | 115,850 | ||||||
Other long-term liabilities |
23,197 | 23,858 | ||||||
|
|
|
|
|||||
Total liabilities |
1,184,537 | 1,145,119 | ||||||
Commitments and contingent liabilities (Note 13) |
||||||||
Carrier Net Investment |
||||||||
Carrier Net Investment |
2,898,236 | 2,911,353 | ||||||
Accumulated other comprehensive (loss) |
(956,490 | ) | (964,918 | ) | ||||
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|
|
|||||
Total Carrier Net Investment |
1,941,746 | 1,946,435 | ||||||
Non-controlling interest |
4,527 | 6,145 | ||||||
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|
|
|||||
Total Carrier Net Investment and non-controlling interests |
1,946,273 | 1,952,580 | ||||||
|
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|
|||||
Total liabilities and Carrier Net Investment and non-controlling interest |
$ | 3,130,810 | $ | 3,097,699 | ||||
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|
|
|
The accompanying notes are an integral part of the Unaudited Condensed Combined Financial Statements.
4
Chubb Fire & Security Group
(A Business of Carrier Global Corporation)
Condensed Combined Statements of Changes in Net Investment
(Unaudited)
(Dollars in Thousands) | Carrier Net Investment |
Accumulated Other Comprehensive Income (Loss) |
Total Carrier Net Investment |
Non- controlling Interest |
Total Carrier Net Investment and Non- controlling interest |
|||||||||||||||
Balance as of January 1, 2020 |
$ | 2,924,357 | $ | (1,005,372 | ) | $ | 1,918,985 | $ | 11,526 | $ | 1,930,511 | |||||||||
Net income (loss) attributable to Chubb Fire & Security Group |
(15,962 | ) | | (15,962 | ) | 7 | (15,955 | ) | ||||||||||||
Other comprehensive (loss) income, net of tax |
| (68,582 | ) | (68,582 | ) | (320 | ) | (68,902 | ) | |||||||||||
Net transfers (to) Parent |
(13,655 | ) | | (13,655 | ) | | (13,655 | ) | ||||||||||||
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|
|||||||||||
Balance as of June 30, 2020 |
$ | 2,894,740 | $ | (1,073,954 | ) | $ | 1,820,786 | $ | 11,213 | $ | 1,831,999 | |||||||||
|
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|
|||||||||||
Carrier Net Investment |
Accumulated Other Comprehensive Income (Loss) |
Total Carrier Net Investment |
Non- controlling Interest |
Total Carrier Net Investment and Non- controlling interest |
||||||||||||||||
Balance as of January 1, 2021 |
$ | 2,911,353 | $ | (964,918 | ) | $ | 1,946,435 | $ | 6,145 | $ | 1,952,580 | |||||||||
Net income (loss) attributable to Chubb Fire & Security Group |
42,949 | | 42,949 | (1,443 | ) | 41,506 | ||||||||||||||
Other comprehensive income (loss), net of tax Net transfers (to) Parent |
|
(56,066 |
) |
|
8,428 |
|
|
8,428 (56,066 |
) |
|
(173 |
)
|
|
8,255 (56,066 |
) | |||||
Dividends attributable to non-controlling interest |
| | | (2 | ) | (2 | ) | |||||||||||||
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|
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|||||||||||
Balance as of June 30, 2021 |
$ | 2,898,236 | $ | (956,490 | ) | $ | 1,941,746 | $ | 4,527 | $ | 1,946,273 | |||||||||
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The accompanying notes are an integral part of the Unaudited Condensed Combined Financial Statements.
5
Chubb Fire & Security Group
(A Business of Carrier Global Corporation)
Condensed Combined Statements of Cash Flows
(Unaudited)
For the Six Months Ended | ||||||||
(Dollars in Thousands) | June 30, | |||||||
2021 | 2020 | |||||||
Operating activities |
||||||||
Net income (loss) attributable to Chubb Fire & Security Group |
$ | 42,949 | $ | (15,962 | ) | |||
Noncontrolling interest |
(1,443 | ) | 7 | |||||
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|
|
|
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Net income (loss) |
41,506 | (15,955 | ) | |||||
Adjustments to reconcile net income from operations to net cash flows provided by operating activities: |
||||||||
Depreciation and amortization |
18,061 | 18,924 | ||||||
Stock-based compensation cost |
3,145 | 3,542 | ||||||
Provision for deferred income taxes |
52,735 | 59,182 | ||||||
Net change in pension balances |
(39,345 | ) | (47,599 | ) | ||||
Other non-cash items |
5,784 | 5,330 | ||||||
Change in: |
||||||||
Accounts receivable, net |
61,556 | 51,385 | ||||||
Contract assets, current |
(25,639 | ) | (7,104 | ) | ||||
Inventories, net |
(445 | ) | (3,435 | ) | ||||
Other assets, current |
(2,187 | ) | (1,395 | ) | ||||
Accounts payable and accrued liabilities |
(18,223 | ) | (26,747 | ) | ||||
Contract liabilities, current |
1,727 | 9,781 | ||||||
Defined benefit plan contributions |
(24,492 | ) | (23,720 | ) | ||||
Other operating activities, net |
854 | 5,357 | ||||||
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|
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Net cash flows provided by operating activities |
75,037 | 27,546 | ||||||
Investing activities |
||||||||
Capital expenditures |
(4,436 | ) | (4,654 | ) | ||||
Proceeds from sale of fixed assets |
65 | 301 | ||||||
Other investing activities, net |
(60 | ) | (489 | ) | ||||
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|
|||||
Net cash flows used in investing activities |
(4,431 | ) | (4,842 | ) | ||||
Financing activities |
||||||||
Net transfers (to) Parent |
(59,211 | ) | (17,197 | ) | ||||
Other financing activities, net |
(24 | ) | (41 | ) | ||||
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|
|||||
Net cash flows used in financing activities |
(59,235 | ) | (17,238 | ) | ||||
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Effect of foreign exchange rates on cash and cash equivalents |
(1,247 | ) | (569 | ) | ||||
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|
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Net increase in cash and cash equivalents |
10,124 | 4,897 | ||||||
Cash and cash equivalents, beginning of period |
33,076 | 41,550 | ||||||
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|
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Cash and cash equivalents, end of period |
$ | 43,200 | $ | 46,447 | ||||
|
|
|
|
The accompanying notes are an integral part of the Unaudited Condensed Combined Financial Statements.
6
Chubb Fire & Security Group
(A Business of Carrier Global Corporation)
Notes to Condensed Combined Financial Statements
(Unaudited)
(In Thousands of Dollars)
1. Description of the Business
Chubb Fire & Security Group (Chubb F&S, the Business, we, us, or our), a business of Carrier Global Corporation (Carrier or the Parent), is a global provider of fire safety and electronic security services with end-to-end capabilities in system sales, design, installation, service and monitoring. The Business has a presence in 17 different countries including over 225 branch locations and 21 physical monitoring centers. The Businesss most significant operations are in Australia, Canada, France, Hong Kong, the Netherlands and United Kingdom (UK). The Business manages its operations as a single segment for the purposes of assessing performance and making operating decisions.
The Business offers the following primary products and services to customers:
1. | Installation, which includes fire installation (detection and alarm, fire suppression and firefighting equipment) and security installation (access control, intruder alarm, closed circuit television and integrated solutions). |
2. | Service, which includes fire service and maintenance, electronic security and maintenance services and other maintenance services, including do and charge, retrofits and upgrades. |
3. | Monitoring, which includes video surveillance, alarm verification, alarm notification and personal emergency response systems. |
The Separation and the Distribution
On November 26, 2018, United Technologies Corporation, since renamed Raytheon Technologies Corporation (UTC), announced its intention to spin off Carrier into a separate, publicly traded company (the Separation). On April 3, 2020, UTC completed the Separation through a pro rata distribution of all the outstanding common shares of the common stock of Carrier to UTC shareowners (the Distribution). As a result of the Separation and the Distribution, Carrier became an independent public company.
7
Chubb Fire & Security Group
(A Business of Carrier Global Corporation)
Notes to Condensed Combined Financial Statements (continued)
(Unaudited)
(In Thousands of Dollars)
Sale of Chubb Fire & Security Group
On July 26, 2021, Carrier entered into an agreement to sell Chubb Fire & Security Group to APi Group Corporation (APi) for an enterprise value of $3.1 billion (the Agreement). The purchase price is subject to working capital and other adjustments as provided in the Agreement. This transaction is expected to close around year-end 2021, subject to regulatory approvals, required works council consultation in France and customary closing conditions. In conjunction with the Agreement, Carrier has agreed to provide APi, and APi has agreed to provide Carrier, certain transitional services for varying periods after the closing.
Impact of the COVID-19 Pandemic
In early 2020, the World Health Organization declared the outbreak of a respiratory disease known as COVID-19 as a global pandemic. In response, many countries implemented containment and mitigation measures to combat the outbreak, which severely restricted the level of economic activity and caused a significant contraction in the global economy. As a result, the Business temporarily closed or reduced production at manufacturing facilities across the globe to ensure employee safety and instructed non-essential employees to work from home. In addition, the Business took several preemptive actions during 2020 to manage liquidity as demand for its products decreased. Despite the adverse impacts of the pandemic on the Businesss results beginning in the first quarter of 2020, manufacturing operations resumed and several restorative actions were completed during 2020, including the reinstatement of annual merit-based salary increases and continued investment to support the Businesss core strategy.
The Business continues to focus its efforts on preserving the health and safety of its employees and customers as well as maintaining the continuity of its operations. In addition, the Business continues to actively monitor its liquidity position and working capital needs and believes that its overall capital resources and liquidity position are adequate. The preparation of financial statements requires management to use judgments in making estimates and assumptions based on the relevant information available at the end of each period, which can have a significant effect on reported amounts. However, due to significant uncertainty surrounding the pandemic, managements judgments could change. While the Businesss results of operations, cash flows and financial condition could be negatively impacted, the extent of any continuing impact cannot be estimated with certainty at this time.
8
Chubb Fire & Security Group
(A Business of Carrier Global Corporation)
Notes to Condensed Combined Financial Statements (continued)
(Unaudited)
(In Thousands of Dollars)
2. Basis of Presentation
The Business has historically operated as a part of UTCs Carrier segment prior to the Separation and the Distribution, and Carriers Fire & Security segment subsequent to the Separation and the Distribution; consequently, stand-alone financial statements have not historically been prepared for the Business. The accompanying Unaudited Condensed Combined Financial Statements have been prepared from the Parents historical accounting records and are presented on a stand-alone basis as if the Businesss operations had been conducted independently from the Parent. These Unaudited Condensed Combined Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).
The Unaudited Condensed Combined Statements of Operations include all revenues and costs directly attributable to the Business, including costs for facilities, functions and services used by the Business. Costs for certain functions and services performed by centralized UTC and Carrier organizations are directly charged to the Business based on specific identification when possible or reasonable allocation methods such as net sales, headcount, usage, or other allocation methods. The results of operations include allocations of costs for administrative functions and services performed on behalf of the Business by centralized groups within UTC and Carrier (see Note 4 Related Parties for a description of the allocation methodologies). All charges and allocations for facilities, functions and services performed by UTC and Carrier organizations have been deemed settled in cash by the Business to UTC and Carrier in the period in which the cost was recorded in the Unaudited Condensed Combined Statements of Operations. Current and deferred income taxes have been determined based on the stand-alone results of the Business. However, because the Business filed as part of UTC and Carriers tax group in certain jurisdictions, the Businesss actual tax balances may differ from that reported. The Businesss portion of income taxes for certain jurisdictions are deemed to have been settled in the period the related tax expense was recorded.
Carrier uses a centralized approach to cash management and financing its operations, as did UTC prior to the Separation and the Distribution. Accordingly, none of the cash, third-party debt or related interest expense of UTC or Carrier has been allocated to the Business in the Unaudited Condensed Combined Financial Statements. However, cash balances primarily associated with certain foreign entities that did not participate in UTC or Carriers cash management program have been included in the Unaudited Condensed Combined Financial Statements. Transactions between UTC, Carrier and the Business are deemed to have been settled immediately through Carrier Net Investment. Other transactions, which have historically been cash-settled, are reflected in the Unaudited Condensed Combined Balance Sheets within Accounts receivable, net and Accounts payable. The net effect of the deemed settled transactions is reflected in the Unaudited Condensed Combined Statements of Cash Flows as Net transfers to Parent within financing activities and in the Unaudited Condensed Combined Balance Sheets as Carrier Net Investment.
9
Chubb Fire & Security Group
(A Business of Carrier Global Corporation)
Notes to Condensed Combined Financial Statements (continued)
(Unaudited)
(In Thousands of Dollars)
All intracompany accounts and transactions within the Business have been eliminated in the preparation of the Unaudited Condensed Combined Financial Statements. The Unaudited Condensed Combined Financial Statements of the Business include assets and liabilities that have been determined to be specifically identifiable or otherwise attributable to the Business.
All of the allocations and estimates in the Unaudited Condensed Combined Financial Statements are based on assumptions that management believes are reasonable. However, the Unaudited Condensed Combined Financial Statements included herein may not be indicative of the financial position, results of operations and cash flows of the Business in the future, or if the Business had been a separate, stand-alone entity during the years presented.
The non-controlling interest represents the non-controlling investors interests in the results of subsidiaries that the Business controls and combines.
Recently Adopted Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board issued Accounting Standard Update (ASU) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12) which simplifies certain aspects of income tax accounting guidance in Accounting Standards Codification 740, Income Taxes (ASC 740) reducing the complexity of its application while maintaining or improving the usefulness of the information required to be reported. This ASU eliminates certain exceptions from ASC 740 including: intra-period tax allocation, deferred tax liabilities related to outside basis differences and year-to-date loss in interim periods, among others. ASU 2019-12 was effective for periods beginning after December 15, 2020, including interim periods therein with early adoption permitted. The Business adopted this ASU on January 1, 2021 with no material impact on the Unaudited Condensed Combined Financial Statements.
3. Revenue Recognition
The Business recognizes revenue when control of a good or service promised in a contract (i.e., performance obligation) is transferred to a customer. Control is obtained when a customer has the ability to direct the use of and obtain substantially all of the remaining benefit from that good or service. A significant portion of the Businesss performance obligations are recognized at a point-in-time when control of the product transfers to the customer, which is generally at the time of shipment. The remaining portion of the Businesss performance obligations are recognized over time as the customer simultaneously obtains control as the Business performs work under a contract, or if the product being produced for the customer has no alternative use and the Business has a contractual right to payment.
10
Chubb Fire & Security Group
(A Business of Carrier Global Corporation)
Notes to Condensed Combined Financial Statements (continued)
(Unaudited)
(In Thousands of Dollars)
Total contract assets and liabilities are as follows:
June 30, | December 31, | |||||||
(Dollars in Thousands) | 2021 | 2020 | ||||||
Contract assets, current |
$ | 197,332 | $ | 173,261 | ||||
Contract assets, non-current (included within Other assets) |
| | ||||||
|
|
|
|
|||||
Total contract assets |
$ | 197,332 | $ | 173,261 | ||||
|
|
|
|
|||||
Contract liabilities, current |
$ | (174,409 | ) | $ | (174,622 | ) | ||
Contract liabilities, non-current (included within Other long-term liabilities) |
| | ||||||
|
|
|
|
|||||
Total contract liabilities |
(174,409 | ) | (174,622 | ) | ||||
|
|
|
|
|||||
Net contract assets (liabilities) |
$ | 22,923 | $ | (1,361 | ) | |||
|
|
|
|
The timing of revenue recognition, billings and cash collections results in contract assets and contract liabilities. Contract assets relate to the conditional right to consideration for any completed performance under a contract when costs are incurred in excess of billings under the percentage-of-completion methodology. Contract liabilities relate to payments received in advance of performance under the contract or when the Business has a right to consideration that is conditioned upon transfer of a good or service to the customer. Contract liabilities are recognized as revenue as (or when) the Business performs under the contract. The Business recognized revenue of $102,938 during the six months ended June 30, 2021 that related to contract liabilities as of January 1, 2021.
There were no individually significant customers with sales exceeding 10% of total sales for the six months ended June 30, 2021 or June 30, 2020.
Remaining Performance Obligations (RPO)
As of June 30, 2021, our total RPO was approximately $750,315 compared with $708,515 as of December 31, 2020. Of the total RPO as of June 30, 2021, the Business expects that approximately 76% will be recognized as sales over the following 12 months.
4. Related Parties
Historically, the Business has been managed and operated in the normal course of business with other affiliates of UTC and Carrier, prior to and subsequent to the Separation and the Distribution, respectively. Accordingly, certain shared costs have been allocated to the Business and reflected as expenses in the Unaudited Condensed Combined Financial Statements.
11
Chubb Fire & Security Group
(A Business of Carrier Global Corporation)
Notes to Condensed Combined Financial Statements (continued)
(Unaudited)
(In Thousands of Dollars)
Related Party Purchases and Sales
During the historical periods presented, the Business sold products and services to UTC, Carrier and their non-Chubb F&S businesses. Sales in the Unaudited Condensed Combined Statements of Operations include sales to affiliates of UTC and Carrier of $899 and $926 for the six months ended June 30, 2021 and 2020, respectively. Cost of goods sold in the Unaudited Condensed Combined Statements of Operations includes purchases from affiliates of UTC and Carrier of $37,678 and $28,338 for the six months ended June 30, 2021 and 2020, respectively. Sales and Purchases are only considered related party if they were made to UTC and Carrier affiliates prior to the Separation and the Distribution and to Carrier affiliates subsequent to the Separation and the Distribution.
Allocated Centralized Costs
UTC and Carrier incurred significant corporate costs for services provided to the Business as well as other UTC and Carrier businesses. These services include treasury, tax, accounting, human resources, audit, legal, purchasing, information technology and other such services. The costs associated with these services generally include all payroll and benefit costs, as well as overhead costs related to the support functions. UTC and Carrier also allocated costs associated with corporate insurance coverage and medical, pension, post-retirement and other health plan costs for employees participating in UTC and Carrier sponsored plans. Allocations are based on a number of utilization measures including headcount, proportionate usage and relative net sales. All such amounts have been deemed to have been incurred and settled by the Business in the period in which the costs were recorded.
The allocated functional service expenses and general corporate expenses for the six months ended June 30, 2021 and 2020 were $27,972 and $19,706, respectively, and are included in Selling, general and administrative in the Unaudited Condensed Combined Statements of Operations.
In the opinion of management of the Parent and the Business, the expense and cost allocations have been determined on a basis considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Business during the six months ended June 30, 2021 and 2020. The amounts that would have been, or will be incurred, on a stand-alone basis could differ from the amounts allocated due to economies of scale, difference in management judgment, a requirement for more or fewer employees or other factors. Management does not believe, however, that it is practicable to estimate what these expenses would have been had the
12
Chubb Fire & Security Group
(A Business of Carrier Global Corporation)
Notes to Condensed Combined Financial Statements (continued)
(Unaudited)
(In Thousands of Dollars)
Business operated as an independent entity, including any expenses associated with obtaining any of these services from unaffiliated entities. In addition, the future results of operations, financial position and cash flows could differ materially from the historical results presented herein.
Cash Management and Financing
The Business participated in UTC and Carriers centralized cash management and financing programs prior to and subsequent to the Separation and the Distribution, respectively. Disbursements are made through centralized accounts payable systems which were operated by UTC and Carrier. Cash receipts are transferred to centralized accounts, which were also maintained by UTC and Carrier. As cash was received and disbursed by UTC and Carrier, it is accounted for by the Business through Carrier Net Investment. All short and long-term debt were financed by UTC and Carrier, and financing decisions for wholly and majority owned subsidiaries were determined by UTC and Carrier Treasury. See Note 2 Basis of Presentation for additional information. The Businesss cash that is not included in the centralized cash management and financing programs is classified as Cash and cash equivalents on the Unaudited Condensed Combined Balance Sheet.
Accounts Receivable and Payable
Certain related party transactions between the Business and Parent have been included within Carrier Net Investment in the Unaudited Condensed Combined Balance Sheets in the historical periods presented when the related party transactions are not settled in cash. The Carrier Net Investment includes related party receivables due from Carrier and its affiliates of $171,717 and $204,841 as of June 30, 2021 and December 31, 2020, respectively. The Carrier Net Investment includes related party payables due to Carrier and its affiliates of $177,020 and $183,257 as of June 30, 2021 and December 31, 2020, respectively.
The interest income and expense related to the activity with Carrier that was included in the Businesss results is presented on a net basis in the Unaudited Condensed Combined Statements of Operations. Interest income on the activity with Parent was $14,649 and $7,964 for the six months ended June 30, 2021 and June 30, 2020, respectively. Interest expense on the activity with Parent was $1,319 and $1,769 for the six months ended June 30, 2021 and June 30, 2020, respectively. The total effect of the settlement of these related party transactions is reflected as a financing activity in the Unaudited Condensed Combined Statements of Cash Flows.
Additionally, certain transactions between the Business and certain non-Chubb F&S businesses are cash-settled on a current basis and, therefore, are reflected in the Unaudited Condensed
13
Chubb Fire & Security Group
(A Business of Carrier Global Corporation)
Notes to Condensed Combined Financial Statements (continued)
(Unaudited)
(In Thousands of Dollars)
Combined Balance Sheets. Accounts receivable includes $1,176 and $627 at June 30, 2021 and December 31, 2020, respectively, and Accounts payable includes $13,126 and $13,161 at June 30, 2021 and December 31, 2020, respectively, related to such transactions.
5. Inventories, Net
June 30, | December 31, | |||||||
(Dollars in Thousands) | 2021 | 2020 | ||||||
Raw materials |
$ | 609 | $ | 636 | ||||
Work-in-process |
54 | 81 | ||||||
Finished goods |
67,734 | 68,768 | ||||||
|
|
|
|
|||||
Inventories, net |
$ | 68,397 | $ | 69,485 | ||||
|
|
|
|
Raw materials, work-in-process and finished goods are net of valuation reserves of $13,177 and $12,792 as of June 30, 2021 and December 31, 2020, respectively.
6. Business Acquisitions, Dispositions, Goodwill and Intangible Assets
Business Acquisitions and Dispositions
There were no significant acquisitions or divestitures of combined businesses during the six months ended June 30, 2021 or 2020.
Goodwill
The changes in the carrying amount of goodwill are as follows:
(Dollars in Thousands) | Carrying Amount(1) |
|||
Balance as of December 31, 2020 |
$ | 932,863 | ||
Foreign currency translation and other |
(12,729 | ) | ||
|
|
|||
Balance as of June 30, 2021 |
$ | 920,134 | ||
|
|
(1) | Prior to January 1, 2019, the Business has recognized impairment charges of $1,841,661; subsequent to this impairment, there have been no further impairment charges to date. |
14
Chubb Fire & Security Group
(A Business of Carrier Global Corporation)
Notes to Condensed Combined Financial Statements (continued)
(Unaudited)
(In Thousands of Dollars)
Intangible Assets, Net
Identifiable intangible assets are comprised of the following:
June 30, 2021 | December 31, 2020 | |||||||||||||||||||
(Dollars in Thousands) | Useful Lives |
Gross Amount |
Accumulated Amortization |
Gross Amount |
Accumulated Amortization |
|||||||||||||||
Amortized: |
||||||||||||||||||||
Customer relationships |
1 to 30 | $ | 660,759 | $ | (624,409 | ) | $ | 669,240 | $ | (625,633 | ) | |||||||||
Patents and trademarks |
5 to 30 | 68,425 | (48,201 | ) | 69,524 | (47,792 | ) | |||||||||||||
Monitoring lines |
7 to 10 | 71,291 | (61,258 | ) | 71,512 | (59,364 | ) | |||||||||||||
Service portfolios and other |
1 to 23 | 20,178 | (18,723 | ) | 20,511 | (18,780 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
820,653 | (752,591 | ) | 830,787 | (751,569 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Unamortized: |
||||||||||||||||||||
Trademarks and other |
499,097 | | 506,642 | | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total intangibles |
$ | 1,319,750 | $ | (752,591 | ) | $ | 1,337,429 | $ | (751,569 | ) | ||||||||||
|
|
|
|
|
|
|
|
Amortization of intangible assets was $10,436 and $10,956 for the six months ended June 30, 2021 and June 30, 2020, respectively.
7. Accrued Liabilities
Accrued liabilities as of June 30, 2021 and December 31, 2020 are as follows:
(Dollars in Thousands) | June 30, 2021 |
December 31, 2020 |
||||||
Accrued taxes |
$ | 31,022 | $ | 42,522 | ||||
Restructuring |
18,344 | 16,829 | ||||||
Accrued legal and environmental reserves |
6,592 | 7,071 | ||||||
Operating lease liabilities |
44,619 | 39,855 | ||||||
Other |
71,263 | 75,546 | ||||||
|
|
|
|
|||||
Total accrued liabilities |
$ | 171,840 | $ | 181,823 | ||||
|
|
|
|
15
Chubb Fire & Security Group
(A Business of Carrier Global Corporation)
Notes to Condensed Combined Financial Statements (continued)
(Unaudited)
(In Thousands of Dollars)
8. Employee Benefit Plans
The Business sponsors both funded international defined benefit and defined contribution plans as well as other post-retirement benefit plans. In addition, the Business contributes to various international multi-employer defined benefit pension and other post-retirement benefit plans.
Contributions to the plans were as follows:
For the Six Month Ended June 30, |
||||||||
(Dollars in Thousands) | 2021 | 2020 | ||||||
Defined benefit plans |
$ | 24,492 | $ | 23,720 | ||||
Defined contribution plans |
6,076 | 4,901 | ||||||
Multi-employer pension plans |
4,363 | 2,916 | ||||||
|
|
|
|
|||||
Total Contributions |
$ | 34,931 | $ | 31,537 | ||||
|
|
|
|
The following table illustrates the components of net periodic pension benefits for the defined benefit pension and post-retirement benefit plans:
For the Six Month Ended June 30, |
||||||||
(Dollars in Thousands) | 2021 | 2020 | ||||||
Service cost |
$ | 3,784 | $ | 5,779 | ||||
Interest cost |
12,198 | 17,481 | ||||||
Expected return on plan assets |
(60,358 | ) | (56,481 | ) | ||||
Amortization of prior service credit |
(26 | ) | (17 | ) | ||||
Recognized actuarial net loss |
8,465 | 4,201 | ||||||
Net settlement, curtailment and special termination benefit loss |
| 479 | ||||||
|
|
|
|
|||||
Net periodic pension (benefit) |
$ | (35,937 | ) | $ | (28,558 | ) | ||
|
|
|
|
9. Stock-Based Compensation Plans
Prior to the Separation and the Distribution, the Business participated in UTCs long-term incentive plan (LTIP) which authorized various types of market and performance based incentive awards including stock options, stock appreciation rights, performance share units and restricted stock units, which were granted to eligible officers and employees of the Business. All awards granted under the UTC LTIP related to UTC common shares. For all periods prior to the Separation and the Distribution, stock-based compensation expense was allocated to the Business from UTC based upon direct employee headcount.
16
Chubb Fire & Security Group
(A Business of Carrier Global Corporation)
Notes to Condensed Combined Financial Statements (continued)
(Unaudited)
(In Thousands of Dollars)
As a result of the Separation and the Distribution, outstanding and vested awards granted to Carrier employees under UTCs LTIP were converted into Carrier stock-based awards. Unvested awards held by Carrier employees and former employees were converted to Carrier stock-based awards.
Subsequent to the Separation and the Distribution the Business participates in Carriers LTIP. Under Carriers LTIP, the exercise price of awards is set on the grant date and, on a per share basis, may not be less than the fair market value of Carriers common stock on that date. Stock appreciation rights and stock options have a term of ten years and a three-year vesting period, subject to limited exceptions. In the event of retirement, stock appreciation rights, stock options and restricted stock units held for more than one year may vest and become exercisable (if applicable), subject to certain terms and conditions. Performance share units vest based on performance relative to pre-established metrics and generally have a minimum three-year vesting period. In the event of retirement, performance share units held for more than one year remain eligible to vest based on actual performance relative to pre-established metrics.
The Business measures the cost of all stock-based compensation, including stock options, at fair value on the grant date net of expected forfeitures and amortizes the cost over the awards vesting period.
For the six months ended June 30, 2021 and June 30, 2020, $3,145 and $3,542 of stock-based compensation cost was recognized in Selling, general and administrative expenses respectively, of which $694 and $1,269 related to compensation costs for direct employees of the Business, and $2,452 and $2,273 related to compensation costs allocated from UTC and Carrier, prior to and subsequent to the Separation and the Distribution, respectively.
17
Chubb Fire & Security Group
(A Business of Carrier Global Corporation)
Notes to Condensed Combined Financial Statements (continued)
(Unaudited)
(In Thousands of Dollars)
10. Accumulated Other Comprehensive (Loss)
A summary of the changes in each component of accumulated other comprehensive (loss), net of tax for the six months ended June 30, 2021 and June 30, 2020 is provided below:
(Dollars in Thousands) | Foreign Currency Translation |
Defined Benefit Pension and Postretirement Plans |
Accumulated Other Comprehensive Income (Loss) |
|||||||||
Balance at January 1, 2020 |
$ | (723,764 | ) | $ | (281,608 | ) | $ | (1,005,372 | ) | |||
Other comprehensive income (loss) before reclassifications, net |
(72,328 | ) | | (72,328 | ) | |||||||
Amounts reclassified, pre-tax |
| 4,663 | 4,663 | |||||||||
Tax benefit reclassified |
| (917 | ) | (917 | ) | |||||||
|
|
|
|
|
|
|||||||
Balance at June 30, 2020 |
$ | (796,092 | ) | $ | (277,862 | ) | $ | (1,073,954 | ) | |||
|
|
|
|
|
|
(Dollars in Thousands) | Foreign Currency Translation |
Defined Benefit Pension and Postretirement Plans |
Accumulated Other Comprehensive Income (Loss) |
|||||||||
Balance at January 1, 2021 |
$ | (607,593 | ) | $ | (357,325 | ) | $ | (964,918 | ) | |||
Other comprehensive income (loss) before reclassifications, net |
1,669 | | 1,669 | |||||||||
Amounts reclassified, pre-tax |
| 8,439 | 8,439 | |||||||||
Tax benefit reclassified |
| (1,680 | ) | (1,680 | ) | |||||||
|
|
|
|
|
|
|||||||
Balance at June 30, 2021 |
$ | (605,924 | ) | $ | (350,566 | ) | $ | (956,490 | ) | |||
|
|
|
|
|
|
Amounts reclassified related to defined benefit pension and postretirement plans include amortization of prior service costs and actuarial net losses recognized during each period presented. These costs are recorded as components of net periodic pension cost for each period presented.
18
Chubb Fire & Security Group
(A Business of Carrier Global Corporation)
Notes to Condensed Combined Financial Statements (continued)
(Unaudited)
(In Thousands of Dollars)
11. Restructuring Costs
The Business recorded net pre-tax restructuring costs on the Unaudited Condensed Combined Statements of Operations as follows:
For the Six Month Ended June 30, |
||||||||
(Dollars in Thousands) | 2021 | 2020 | ||||||
Cost of sales |
$ | 8,180 | $ | 423 | ||||
Selling, general and administrative |
6,241 | 5,339 | ||||||
|
|
|
|
|||||
Total restructuring costs |
$ | 14,421 | $ | 5,762 | ||||
|
|
|
|
Charges primarily related to new and ongoing actions initiated in 2021 and 2020. Substantially all activities related to employee severance and benefits.
The following table summarizes the reserves and charges related to restructuring actions:
For the Six Month Ended June 30, |
||||||||
(Dollars in Thousands) | 2021 | 2020 | ||||||
Balance as of January 1, |
$ | 16,829 | $ | 14,958 | ||||
Net pre-tax restructuring costs |
14,421 | 5,762 | ||||||
Utilization and foreign exchange |
(12,905 | ) | (8,021 | ) | ||||
|
|
|
|
|||||
Balance as of June 30, |
$ | 18,345 | $ | 12,699 | ||||
|
|
|
|
During the six months ended June 30, 2021, charges associated with restructuring initiatives related to cost reduction efforts. Amounts recognized primarily related to severance due to workforce reductions and exit costs due to the consolidation of field operations. As of June 30, 2021, the Business had $18,345 accrued for costs associated with its announced restructuring initiatives, all of which is expected to be paid within one year.
12. Income Taxes
The Business accounts for income tax expense in accordance with ASC 740, which requires that an estimate of the annual effective income tax rate for the full year to be applied to the respective interim period, taking into account year-to-date amounts and projected results for the full year.
19
Chubb Fire & Security Group
(A Business of Carrier Global Corporation)
Notes to Condensed Combined Financial Statements (continued)
(Unaudited)
(In Thousands of Dollars)
The effective tax rate for the six months ended June 30, 2021 was 60.5% compared with 127.9% for the six months ended June 30, 2020. The year-over-year decrease is primarily due to the absence of a prior year charge of $48,640 related to a valuation allowance recorded against a United Kingdom tax loss and credit carryforward and a $12,311 charge resulting from a decision to no longer permanently reinvest certain pre-2018 unremitted non-U.S. earnings. The six months ended June 30, 2021 included a $40,417 deferred tax charge as a result of the enacted tax rate increase from 19% to 25% in the United Kingdom.
The Business assesses the realizability of its deferred tax assets on a quarterly basis through an analysis of potential sources of future taxable income, including prior year taxable income that may be available to absorb a carryback of tax losses, reversals of existing taxable temporary differences, tax planning strategies and forecasts of taxable income. The Business considers all negative and positive evidence, including the weight of the evidence, to determine whether valuation allowances against deferred tax assets are required. The Business maintains valuation allowances against certain deferred tax assets.
The Business operates globally and, as a result, Chubb F&S or one or more of its subsidiaries files income tax returns in various jurisdictions. In the normal course of business Chubb F&S is subject to examination by taxing authorities throughout the world. With few exceptions, the Business is no longer subject to income tax examinations for years before 2012.
In the ordinary course of business, there is inherent uncertainty in quantifying the Businesss income tax positions. The Business assesses its income tax positions and records tax benefits for all years subject to examination based upon managements evaluation of the facts, circumstances and information available at the reporting date. It is reasonably possible that a net reduction of unrecognized tax benefits totaling $3,625 will occur over the next 12 months as a result of additional worldwide uncertain tax positions, the revaluation of current uncertain tax positions arising from developments in examinations, in appeals, or in the courts, or the closure of tax statutes.
13. Commitments and Contingent Liabilities
The Business is unable to predict the final outcome of the following matters based on the information currently available except as otherwise noted. However, the Business does not believe that the resolution of any of these matters will have a material adverse effect upon our competitive position, results of operations, cash flows or financial condition.
20
Chubb Fire & Security Group
(A Business of Carrier Global Corporation)
Notes to Condensed Combined Financial Statements (continued)
(Unaudited)
(In Thousands of Dollars)
Environmental
The Businesss operations are subject to environmental regulation by various authorities. We have accrued for the costs of environmental remediation activities, including but not limited to, investigatory, remediation, operating and maintenance costs and performance guarantees, and we periodically reassess these amounts. Management believes that the likelihood of incurring losses materially in excess of the amounts accrued is remote. As of June 30, 2021 and December 31, 2020, the outstanding liability for environmental obligations was $10,120 and $10,433, respectively, of which $6,410 and $6,652 is included in Accrued Liabilities and $3,710 and $3,781 is included in Other Long-term Liabilities in the accompanying Unaudited Condensed Combined Balance Sheets.
Legal Proceedings
Aqueous Film Forming Foam Litigation.
Carrier entities and many other parties have been named as defendants in numerous putative class actions and other lawsuits, alleging that the historic use of Aqueous Film Forming Foam (AFFF) caused personal injuries and property damage. Additionally, several state, municipal and water utility plaintiffs have commenced litigation against the same defendants to recover remediation costs related to historic use of AFFF. In December 2018, the U.S. Judicial Panel on Multidistrict Litigation (MDL) transferred and consolidated all the AFFF cases pending in the federal courts to the U.S. District Court for the District of South Carolina for pre-trial proceedings. As of August 1, 2021, there are approximately 1,448 cases pending in the MDL. One Chubb F&S entity, Chubb Fire, Ltd., a Carrier subsidiary, is currently named as a defendant in over 800 of those cases. Based upon information available at this time, we believe that Chubb Fire, Ltd. is not a proper party to this litigation as it was not engaged in AFFF manufacture or sale in the U.S. Further, at this time, given the factual, scientific and legal issues to be resolved relating to these claims, Carrier is unable to assess the probability of liability or reasonably estimate the damages, if any, to be allocated to Carrier, if one or more plaintiffs were to prevail in these cases and there can be no assurance that any such future exposure will not be material in any period.
Self-insurance
Liabilities related to self-insured risks were $7,385 and $7,465 as of June 30, 2021 and December 31, 2020, respectively, which are classified as Accrued liabilities in the accompanying Unaudited Condensed Combined Balance Sheets.
21
Chubb Fire & Security Group
(A Business of Carrier Global Corporation)
Notes to Condensed Combined Financial Statements (continued)
(Unaudited)
(In Thousands of Dollars)
Guarantees
The Business has commitments and performance guarantees under service, installation, and maintenance contracts. Liabilities recorded on the Unaudited Condensed Combined Balance Sheet related to these guarantees were not significant during the historical periods presented.
The Business also has obligations arising from sales of certain businesses and assets, including those from representations and warranties and related indemnities for, among other matters, environmental, health and safety (including asbestos-related), tax and employment matters. The maximum potential payment related to these obligations is not a specified amount, as a number of the obligations do not contain financial caps.
Other
The Business also has other commitments and contingent liabilities related to legal proceedings and other matters arising out of the normal course of business. The Business accrues contingencies based upon a range of possible outcomes. If no amount within this range is a better estimate than any other, then the Business accrues the minimum amount.
The Business is also subject to a number of routine lawsuits, investigations and claims (some of which involve substantial amounts) arising out of the ordinary course of business. Management does not believe that these matters will have a material adverse effect upon the Businesss competitive position, results of operations, cash flows or financial condition.
14. Subsequent Events
The Business evaluated events and transactions occurring subsequent to June 30, 2021 until September 8, 2021, the date the Unaudited Condensed Combined Financial Statements were available to be issued and concluded that there were no subsequent events that required recognition or disclosure other than the anticipated sale of Chubb F&S to APi as previously disclosed in Note 1.
22