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    APi Group Reports Record First Quarter 2023 Financial Results

    5/4/23 6:45:00 AM ET
    $APG
    Engineering & Construction
    Consumer Discretionary
    Get the next $APG alert in real time by email

    -Reported net revenue growth of 9.7% and organic net revenue growth of 12.1% -

    -Reported net income of $26 million and adjusted EBITDA of $147 million,

    representing year-over-year adjusted EBITDA margin expansion of 40 basis points-

    -Raising full year guidance for both net revenues and adjusted EBITDA-

    APi Group Corporation (NYSE:APG) ("APi" or the "Company") today reported its financial results for the three months ended March 31, 2023.

    Russ Becker, APi's President and Chief Executive Officer stated: "We delivered record first quarter results to start 2023 including margin accretive, double-digit organic growth highlighted by Safety Services at over 14% organic growth, with organic growth in U.S. Life Safety remaining strong at approximately 20%. Our entire business continues to perform well, our consolidated backlog remains near record highs, and business activity across both Safety and Specialty services remains robust.

    Our strong financial results speak to consistent efforts of our approximately 27,000 leaders and to the strength of APi's recurring revenue, statutorily required services business model. While successfully growing the business with an inspection first mindset, the team has never lost sight of serving our customers safely and efficiently and we are grateful for their commitment. We have great confidence in the business and the direction we are heading despite the macroeconomic environment, allowing us to raise our full year guidance for the business."

    First Quarter 2023 Consolidated Results:

     

     

    For the Three Months Ended March 31,

     

     

     

    2023

     

     

    2022

     

     

    Y/Y

     

     

    Y/Y (FFX) (a)

     

    Net revenues

     

    $

    1,614

     

     

    $

    1,471

     

     

     

    9.7

    %

     

     

    12.1

    %

    Organic net revenue growth (b)

     

     

     

     

     

     

     

     

     

     

     

    12.1

    %

     

     

     

     

     

     

     

     

     

     

     

     

     

    GAAP

     

     

     

     

     

     

     

     

     

     

     

     

    Gross profit

     

    $

    425

     

     

    $

    376

     

     

     

    13.0

    %

     

     

     

    Gross margin

     

     

    26.3

    %

     

     

    25.6

    %

     

    + 70 bps

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net income (loss)

     

    $

    26

     

     

    $

    (7

    )

     

    NM

     

     

     

     

    Diluted EPS

     

    $

    0.05

     

     

    $

    (0.08

    )

     

    NM

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Adjusted non-GAAP comparison

     

     

     

     

     

     

     

     

     

     

     

     

    Adjusted gross profit

     

    $

    432

     

     

    $

    388

     

     

     

    11.3

    %

     

     

     

    Adjusted gross margin

     

     

    26.8

    %

     

     

    26.4

    %

     

    + 40 bps

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Adjusted EBITDA

     

    $

    147

     

     

    $

    128

     

     

     

    14.8

    %

     

     

    17.6

    %

    Adjusted EBITDA as a % of net revenues

     

     

    9.1

    %

     

     

    8.7

    %

     

    + 40 bps

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Adjusted net income

     

    $

    69

     

     

    $

    62

     

     

     

    11.3

    %

     

     

     

    Adjusted diluted EPS

     

    $

    0.25

     

     

    $

    0.23

     

     

     

    8.7

    %

     

     

     

    NM = Not Meaningful
    Notes: Refer to non-GAAP reconciliations to the most comparable GAAP measures.

    (a)

    Amount represents the year-over-year change when comparing both years after eliminating the impact of fluctuations in foreign exchange rates by translating foreign currency denominated results at fixed foreign currency ("FFX") rates for both periods, as further discussed under the heading "Non-GAAP Financial Measures" below.

    (b)

    Organic change in net revenues provides a consistent basis for a year-over-year comparison in net revenues as it excludes the impacts of material acquisitions, divestitures, and the impact of changes due to foreign currency translation.

    • Reported net revenue growth of 9.7% compared to the prior year period driven by double-digit growth in services revenues in both Safety and Specialty Services, partially offset by the unfavorable impact of foreign currency rates
      • Organic net revenue growth of 12.1% compared to the prior year period
    • Reported and adjusted gross margin increased 70 and 40 basis points, respectively, compared to prior year period, driven by outsized growth in Safety Services and overall service work, as well as disciplined project and customer selection, partially offset by inflation
    • Reported net income was $26 million and diluted EPS was $0.05. Adjusted net income was $69 million and adjusted diluted EPS was $0.25, representing a $0.02 increase from prior year period driven by organic growth in Safety and Specialty Services and an increase in adjusted gross margin and adjusted EBITDA margin
    • Adjusted EBITDA increased by 14.8% (17.6% on a fixed currency basis) compared to the prior year period and adjusted EBITDA margin increased 40 basis points to 9.1%, driven by gross margin accretive organic growth

    First Quarter 2023 Segment Results:

    Safety Services

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    For the Three Months Ended March 31,

     

     

     

    2023

     

     

    2022

     

     

    Y/Y

     

     

    Y/Y (FFX) (a)

     

    Safety Services

     

     

     

     

     

     

     

     

     

     

     

     

    Net revenues

     

    $

    1,191

     

     

    $

    1,074

     

     

     

    10.9

    %

     

     

    14.1

    %

    Organic net revenue growth (b)

     

     

     

     

     

     

     

     

     

     

     

    14.1

    %

     

     

     

     

     

     

     

     

     

     

     

     

     

    GAAP

     

     

     

     

     

     

     

     

     

     

     

     

    Gross profit

     

    $

    368

     

     

    $

    327

     

     

     

    12.5

    %

     

     

     

    Gross margin

     

     

    30.9

    %

     

     

    30.4

    %

     

    + 50 bps

     

     

     

     

    Operating Income

     

    $

    96

     

     

    $

    63

     

     

     

    52.4

    %

     

     

     

    Operating margin

     

     

    8.1

    %

     

     

    5.9

    %

     

    + 220 bps

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Adjusted non-GAAP comparison

     

     

     

     

     

     

     

     

     

     

     

     

    Adjusted gross profit

     

    $

    375

     

     

    $

    338

     

     

     

    10.9

    %

     

     

     

    Adjusted gross margin

     

     

    31.5

    %

     

     

    31.5

    %

     

     

     

    ─

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Adjusted EBITDA

     

    $

    147

     

     

    $

    127

     

     

     

    15.7

    %

     

     

    18.5

    %

    Adjusted EBITDA as a % of net revenues

     

     

    12.3

    %

     

     

    11.8

    %

     

    + 50 bps

     

     

     

     

    Notes: Refer to non-GAAP reconciliations to the most comparable GAAP measures.

    (a)

    Amount represents the year-over-year change when comparing both years after eliminating the impact of fluctuations in foreign exchange rates by translating foreign currency denominated results at fixed foreign currency ("FFX") rates for both periods, as further discussed under the heading "Non-GAAP Financial Measures" below.

    (b)

    Organic change in net revenues provides a consistent basis for a year-over-year comparison in net revenues as it excludes the impacts of material acquisitions, divestitures, and the impact of changes due to foreign currency translation.

    • Reported net revenue growth of 10.9% driven by double-digit growth in inspection, service, and monitoring, and pricing improvements
      • Organic net revenue growth of 14.1% compared to the prior year period
    • Operating income increased by 52.4% compared to the prior year period. Operating margin was 8.1%, representing a 220 basis point increase compared to the prior year period
    • Adjusted EBITDA increased by 15.7% (18.5% on a fixed currency basis) compared to the prior year period. Adjusted EBITDA margin was 12.3%, representing a 50 basis point increase compared to prior year period, driven by strong organic growth and a reduction in SG&A expense as a percentage of net revenues

    Specialty Services

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    For the Three Months Ended March 31,

     

     

     

    2023

     

     

    2022

     

     

    Y/Y

     

     

    Y/Y (FFX) (a)

     

    Specialty Services

     

     

     

     

     

     

     

     

     

     

     

     

    Net revenues

     

    $

    430

     

     

    $

    412

     

     

     

    4.4

    %

     

     

    4.4

    %

    Organic net revenue growth (b)

     

     

     

     

     

     

     

     

     

     

     

    4.4

    %

     

     

     

     

     

     

     

     

     

     

     

     

     

    GAAP

     

     

     

     

     

     

     

     

     

     

     

     

    Gross profit

     

    $

    57

     

     

    $

    49

     

     

     

    16.3

    %

     

     

     

    Gross margin

     

     

    13.3

    %

     

     

    11.9

    %

     

    + 140 bps

     

     

     

     

    Operating Income

     

    $

    —

     

     

    $

    (7

    )

     

    NM

     

     

     

     

    Operating margin

     

    NM

     

     

     

    (1.7) %

     

     

    NM

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Adjusted non-GAAP comparison

     

     

     

     

     

     

     

     

     

     

     

     

    Adjusted gross profit

     

    $

    57

     

     

    $

    50

     

     

     

    14.0

    %

     

     

     

    Adjusted gross margin

     

     

    13.3

    %

     

     

    12.1

    %

     

    + 120 bps

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Adjusted EBITDA

     

    $

    28

     

     

    $

    23

     

     

     

    21.7

    %

     

     

    21.7

    %

    Adjusted EBITDA as a % of net revenues

     

     

    6.5

    %

     

     

    5.6

    %

     

    + 90 bps

     

     

     

     

    NM = Not Meaningful
    Notes: Refer to non-GAAP reconciliations to the most comparable GAAP measures.

    (a)

    Amount represents the year-over-year change when comparing both years after eliminating the impact of fluctuations in foreign exchange rates by translating foreign currency denominated results at fixed foreign currency ("FFX") rates for both periods, as further discussed under the heading "Non-GAAP Financial Measures" below.

    (b)

    Organic change in net revenues provides a consistent basis for a year-over-year comparison in net revenues as it excludes the impacts of material acquisitions, divestitures, and the impact of changes due to foreign currency translation.

    • Reported net revenue growth of 4.4% driven by increased activity in the infrastructure and utility markets
    • Operating income was $0 million, an increase of $7 million compared to the prior year period
    • Adjusted EBITDA increased by 21.7% compared to the prior year period. Adjusted EBITDA margin was 6.5%, representing a 90 basis point increase compared to prior year period, driven by strong organic growth, an improved mix of service revenue, and disciplined project and customer selection

    Guidance

    APi Group is raising its full year net revenue and adjusted EBITDA guidance originally announced on February 21, 2023

    • Net Revenues of $6,875 to $7,025 million, up from $6,800 to $6,950 million
    • Adjusted EBITDA of $740 to $780 million, up from $735 to $775 million
    • Adjusted Free Cash Flow Conversion at or above 65% remains unchanged

    APi Group announces guidance for the second quarter of 2023

    • Net Revenues of $1,750 to $1,780 million
    • Adjusted EBITDA of $195 to $205 million

    APi Co-Chair James E. Lillie concluded: "In 2022, APi became the world's leading life safety and security services provider with a global platform serving our customers in over 20 countries while delivering record financial performance. We are pleased with the momentum APi is building with an outstanding quarter to start 2023 and have great confidence in the business and the direction we're heading.

    As we look at our roadmap for sustainable shareholder value creation, we believe that we can achieve outsized investor returns in the years ahead by focusing on our long-term "13/60/80" value creation targets which include organic revenue growth above the industry average, adjusted EBITDA margin of 13%, driven by our continued focus on generating 60% of our revenue from inspection, service, and monitoring, adjusted free cash flow conversion of 80%, and a target net leverage ratio of 2.0-2.5x. The team continues its relentless focus on operational improvements across our global platform which has allowed us to deliver results above expectations despite a variety of macro continued headwinds. We look forward to updating you on our progress as we move through the year."

    Conference Call

    APi will hold a webcast/dial-in conference call to discuss its financial results at 8:30 a.m. (Eastern Time) on Thursday, May 4, 2023. Participants on the call will include Russell A. Becker, President and Chief Executive Officer; Kevin S. Krumm, Executive Vice President and Chief Financial Officer; and James E. Lillie and Sir Martin E. Franklin, Co-Chairs.

    To listen to the call by telephone, please dial 800-343-4136 or 203-518-9856 and provide Conference ID 5208760. You may also attend and view the presentation (live or by replay) via webcast by accessing the following URL:

    https://event.on24.com/wcc/r/4080945/D6D59A6F2DCC2DE2195E0B02B73E1D8D

    A replay of the call will be available shortly after completion of the live call/webcast via telephone at 800-723-0532 or 402-220-2655 or via the webcast link above.

    About APi:

    APi was founded in 1926 and has since grown to be the world's premier life safety, security, monitoring, and specialty services business with $6.6 billion in revenue, operating in over 20 countries, with ~27,000 team members. Our core purpose of Building Great Leaders defines who we are. This focus and other foundational priorities provide the platform from which we can continue to enhance shareholder value. We operate two business segments: Safety Services and Specialty Services. In our Safety Services segment, our mission is to protect our customer's people, property and high-value assets. We design, install, service, and monitor fire detection and suppression systems and security systems for a wide range of end customers in a broad range of industries. In our Specialty Services segment, we provide specialized industrial services, which include maintenance and repair of critical infrastructure such as underground electric, gas, water, sewer, and telecommunications infrastructure. We believe our growth is sustainable and resilient for the long-term because our business is increasingly driven by statutorily required, recurring service revenue, because we operate in highly diversified end-markets, and because our teams deliver industry-leading performance for our customers. More information can be found at www.apigroup.com.

    Forward-Looking Statements and Disclaimers

    Please note that in this press release the Company may discuss events or results that have not yet occurred or been realized, commonly referred to as forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of APi Group Corporation ("APi" or the "Company"). Such discussion and statements may contain words such as "expect," "anticipate," "will," "should," "believe," "intend," "plan," "estimate," "predict," "seek," "continue," "pro forma" "outlook," "may," "might," "should," "can have," "have," "likely," "potential," "target," "indicative," "illustrative," and variations of such words and similar expressions, and relate in this press release, without limitation, to statements, beliefs, projections and expectations about future events. Such statements are based on the Company's expectations, intentions and projections regarding the Company's future performance, anticipated events or trends and other matters that are not historical facts.

    These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including: (i) economic conditions, competition, political risks, and other risks that may affect the Company's future performance, including the impacts of inflationary pressures and other macroeconomic factors on the Company's business, markets, supply chain, customers and workforce, on the credit and financial markets, on the alignment of expenses and revenues and on the global economy generally; (ii) supply chain constraints and interruptions, and the resulting increases in the cost, or reductions in the supply, of the materials and commodities the Company uses in its business and for which the Company bears the risk of such increases; (iii) risks associated with the Company's expanded international operations; (iv) failure to realize the anticipated benefits of the acquisition of the Chubb fire and security business and our ability to successfully acquire other businesses and successfully integrate acquired businesses into our operations; (v) risks associated with the Company's decentralized business model and participation in joint ventures; (vi) improperly managed projects or project delays; (vii) adverse developments in the credit markets which could impact the Company's ability to secure financing in the future; (viii) the Company's substantial level of indebtedness; (ix) risks associated with the Company's contract portfolio; (x) changes in applicable laws or regulations; (xi) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (xii) the impact of the conflict between Russia and Ukraine; (xiii) the trading price of the Company's common stock, which may be positively or negatively impacted by market and economic conditions, the availability of the Company's common stock, the Company's financial performance or determinations following the date of this press release to use the Company's funds for other purposes; and (xiv) other risks and uncertainties, including those discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 under the heading "Risk Factors." Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. Additional information concerning these risks, uncertainties and other factors that could cause actual results to vary is, or will be, included in the periodic and other reports filed by the Company with the Securities and Exchange Commission. Forward-looking statements included in this press release speak only as of the date hereof and, except as required by applicable law, the Company does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or circumstances after the date of this press release.

    Non-GAAP Financial Measures

    This press release contains non-U.S. GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. The Company uses certain non-U.S. GAAP financial measures that are included in this press release and the additional financial information both in explaining its results to shareholders and the investment community and in its internal evaluation and management of its businesses. The Company's management believes that these non-U.S. GAAP financial measures and the information they provide are useful to investors since these measures (a) permit investors to view the Company's performance using the same tools that management uses to evaluate the Company's past performance, reportable business segments and prospects for future performance, (b) permit investors to compare the Company with its peers and (c) determine certain elements of management's incentive compensation (d) provide consistent period-to-period comparisons of the results. Specifically:

    • The Company's management believes that adjusted gross profit, adjusted selling, general and administrative ("SG&A") expenses, adjusted net income, and adjusted earnings per share, which are non-GAAP financial measures that exclude business transformation and other expenses for the integration of acquired businesses, the impact and results of businesses classified as assets held-for-sale and businesses divested, and one-time and other events such as impairment charges, restructuring costs, transaction and other costs related to acquisitions, amortization of intangible assets, net COVID-19 relief, non-service pension benefit, severance related costs related to corporate leadership changes and certain tax benefits from the acquisition of APi Group, Inc. (the "APi Acquisition") are useful because they provide investors with a meaningful perspective on the current underlying performance of the Company's core ongoing operations.
    • The Company discloses fixed currency net revenues and adjusted EBITDA ("FFX") on a consolidated basis or segment specific basis to provide a more complete understanding of underlying revenue and adjusted EBITDA trends by providing net revenues and adjusted EBITDA on a consistent basis. Under U.S. GAAP, income statement results are translated in U.S. Dollars at the average exchange rates for the period presented. Management believes that the fixed currency non-GAAP measures are useful in providing period-to-period comparisons of the results of the Company's operational performance, as it excludes the translation impact of exchange rate fluctuations on our international results. Fixed currency amounts included in this release are based on translation into U.S. dollars at the fixed foreign currency exchange rates established by management at the beginning of 2023.
    • The Company also presents organic changes in net revenues on a consolidated basis or segment specific basis to provide a more complete understanding of underlying revenue trends by providing net revenues on a consistent basis as it excludes the impacts of material acquisitions, completed divestitures, and changes in foreign currency from year-over-year comparisons on reported net revenues, calculated as the difference between the reported net revenues for the current period and reported net revenues for the current period converted at fixed foreign currency exchange rates (excluding material acquisitions and divestitures). The remainder is divided by prior year fixed currency net revenues, excluding the impacts of completed divestitures.
    • Earnings before interest, taxes, depreciation and amortization ("EBITDA") is the measure of profitability used by management to manage its segments and, accordingly, in its segment reporting. The Company supplements the reporting of its consolidated financial information with certain non-U.S. GAAP financial measures, including EBITDA and adjusted EBITDA, which is defined as EBITDA excluding the impact of certain non-cash and other specifically identified items ("adjusted EBITDA"). Adjusted EBITDA margin is calculated as adjusted EBITDA divided by net revenues. The Company believes these non-U.S. GAAP measures provide meaningful information and help investors understand the Company's financial results and assess its prospects for future performance. The Company uses EBITDA and adjusted EBITDA to evaluate its performance, both internally and as compared with its peers, because it excludes certain items that may not be indicative of the Company's core operating results. Consolidated EBITDA is calculated in a manner consistent with segment EBITDA, which is a measure of segment profitability.
    • The Company presents free cash flow, adjusted free cash flow and adjusted free cash flow conversion, which are liquidity measures used by management as factors in determining the amount of cash that is available for working capital needs or other uses of cash, however, it does not represent residual cash flows available for discretionary expenditures. Free cash flow is defined as cash provided by (used in) operating activities less capital expenditures. Adjusted free cash flow is defined as cash provided by (used in) operating activities plus or minus events including, but not limited to, transaction and other costs related to acquisitions, business transformation and other expenses for the integration of acquired businesses, payments on acquired liabilities, payments made for restructuring programs, impacts of businesses classified as assets held-for-sale and businesses divested, and one-time and other events such as post-measurement period purchase accounting adjustments for acquisitions, COVID-19 related payroll tax deferral and relief items. Adjusted free cash flow conversion is defined as adjusted free cash flow as a percentage of adjusted EBITDA.
    • The Company calculates its leverage ratio in accordance with its debt agreements which include different adjustments to EBITDA from those included in the adjusted EBITDA numbers reported externally.

    While the Company believes these non-U.S. GAAP measures are useful in evaluating the Company's performance, this information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with U.S. GAAP. Additionally, these non-U.S. GAAP financial measures may differ from similar measures presented by other companies. A reconciliation of these non-U.S. GAAP financial measures is included later in this press release.

    Beginning with the first quarter of 2023, the Company simplified the presentation of the non-GAAP reconciliations, by combining certain adjustment line items. Certain prior year amounts have been reclassified to conform to this presentation and the information in the tables below has been retroactively adjusted to reflect these changes in adjustment categories. Specifically, amounts previously classified as "integration and reorganization" have been reclassified and included with "business process transformation," and prior period amounts classified as "acquisition expenses" and "recent acquisition transition expenses" have been combined and categorized as "acquisition related expenses."

    The Company does not provide reconciliations of forward-looking non-U.S. GAAP adjusted EBITDA and growth in organic net revenues to GAAP due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including adjustments that could be made for acquisitions and divestitures, business transformation and other expenses for the integration of acquired businesses, one-time and other events such as impairment charges, transaction and other costs related to acquisitions, restructuring costs, amortization of intangible assets, net COVID-19 relief, and certain tax benefits from the APi Acquisition, and other charges reflected in the Company's reconciliation of historic numbers, the amount of which, based on historical experience, could be significant.

    APi Group Corporation

    Condensed Consolidated Statements of Operations (GAAP)

    (Amounts in millions, except per share data)

    (Unaudited)

     

     

     

     

     

     

     

     

    For the Three Months Ended March 31,

     

     

     

    2023

     

     

    2022

     

     

    Net revenues

    $

    1,614

     

     

    $

    1,471

     

     

    Cost of revenues

     

    1,189

     

     

     

    1,095

     

     

    Gross profit

     

    425

     

     

     

    376

     

     

    Selling, general, and administrative expenses

     

    352

     

     

     

    383

     

     

    Operating income (loss)

     

    73

     

     

     

    (7

    )

     

    Interest expense, net

     

    37

     

     

     

    27

     

     

    Loss on extinguishment of debt, net

     

    3

     

     

     

    —

     

     

    Non-service pension benefit

     

    (3

    )

     

     

    (11

    )

     

    Investment income and other, net

     

    (2

    )

     

     

    —

     

     

    Other expense, net

     

    35

     

     

     

    16

     

     

    Income (loss) before income taxes

     

    38

     

     

     

    (23

    )

     

    Income tax provision (benefit)

     

    12

     

     

     

    (16

    )

     

    Net income (loss)

    $

    26

     

     

    $

    (7

    )

     

    Net income (loss) attributable to common shareholders:

    Stock dividend on Series B Preferred Stock

     

    (11

    )

     

     

    (11

    )

     

    Net income (loss) attributable to common shareholders

    $

    15

     

     

    $

    (18

    )

     

    Net income (loss) per common share

     

     

     

     

     

     

    Basic

    $

    0.05

     

     

    $

    (0.08

    )

     

    Diluted

     

    0.05

     

     

     

    (0.08

    )

     

    Weighted average shares outstanding

     

     

     

     

     

     

    Basic

     

    234

     

     

     

    232

     

     

    Diluted

     

    267

     

     

     

    232

     

     

    APi Group Corporation

     

    Condensed Consolidated Balance Sheets (GAAP)

     

    (Amounts in millions)

     

    (Unaudited)

     

     

     

     

     

     

     

     

    March 31, 2023

     

     

    December 31, 2022

     

    Assets

     

     

     

     

     

    Current assets:

     

     

     

     

     

    Cash and cash equivalents

    $

    363

     

     

    $

    605

     

    Accounts receivable, net

     

    1,221

     

     

     

    1,313

     

    Inventories

     

    163

     

     

     

    163

     

    Contract assets

     

    490

     

     

     

    459

     

    Prepaid expenses and other current assets

     

    127

     

     

     

    112

     

    Total current assets

     

    2,364

     

     

     

    2,652

     

    Property and equipment, net

     

    412

     

     

     

    407

     

    Operating lease right of use assets

     

    209

     

     

     

    222

     

    Goodwill

     

    2,405

     

     

     

    2,382

     

    Intangible assets, net

     

    1,734

     

     

     

    1,784

     

    Deferred tax assets

     

    111

     

     

     

    108

     

    Pension and post-retirement assets

     

    404

     

     

     

    392

     

    Other assets

     

    127

     

     

     

    144

     

    Total assets

    $

    7,766

     

     

    $

    8,091

     

    Liabilities, Redeemable Convertible Preferred Stock, and Shareholders' Equity

     

     

     

     

    Current liabilities:

     

     

     

     

     

    Short-term and current portion of long-term debt

    $

    6

     

     

    $

    206

     

    Accounts payable

     

    442

     

     

     

    490

     

    Accrued liabilities

     

    560

     

     

     

    689

     

    Contract liabilities

     

    469

     

     

     

    463

     

    Operating and finance leases

     

    72

     

     

     

    73

     

    Total current liabilities

     

    1,549

     

     

     

    1,921

     

    Long-term debt, less current portion

     

    2,588

     

     

     

    2,583

     

    Pension and post-retirement obligations

     

    38

     

     

     

    40

     

    Operating and finance leases

     

    155

     

     

     

    166

     

    Deferred tax liabilities

     

    344

     

     

     

    340

     

    Other noncurrent liabilities

     

    130

     

     

     

    117

     

    Total liabilities

     

    4,804

     

     

     

    5,167

     

    Total redeemable convertible preferred stock

     

    797

     

     

     

    797

     

    Total shareholders' equity

     

    2,165

     

     

     

    2,127

     

    Total liabilities, redeemable convertible preferred stock, and shareholders' equity

    $

    7,766

    $

    8,091

     

    APi Group Corporation

     

    Condensed Consolidated Statements of Cash Flows (GAAP)

     

    (Amounts in millions)

     

    (Unaudited)

     

     

    For the Three Months Ended March 31,

     

     

    2023

     

     

    2022

     

    Cash flows from operating activities:

     

     

     

     

     

    Net income (loss)

    $

    26

     

     

    $

    (7

    )

    Adjustments to reconcile net income (loss) to net cash provided by operating activities:

     

    Depreciation and amortization

     

    74

     

     

     

    76

     

    Deferred taxes

     

    —

     

     

     

    (10

    )

    Share-based compensation expense

     

    5

     

     

     

    3

     

    Profit-sharing expense

     

    5

     

     

     

    3

     

    Non-cash lease expense

     

    18

     

     

     

    16

     

    Net periodic pension benefit

     

    (3

    )

     

     

    (11

    )

    Loss on extinguishment of debt, net

     

    3

     

     

     

    —

     

    Other, net

     

    (4

    )

     

     

    5

     

    Pension contributions

     

    (1

    )

     

     

    (27

    )

    Changes in operating assets and liabilities, net of effects of acquisitions

     

    (124

    )

     

     

    (166

    )

    Net cash used in operating activities

     

    (1

    )

     

     

    (118

    )

     

     

     

     

     

     

    Cash flows from investing activities:

     

     

     

     

     

    Acquisitions, net of cash acquired

     

    (10

    )

     

     

    (2,875

    )

    Purchases of property and equipment

     

    (21

    )

     

     

    (12

    )

    Proceeds from sales of property, equipment, and businesses

     

    4

     

     

     

    3

     

    Net cash used in investing activities

     

    (27

    )

     

     

    (2,884

    )

     

     

     

     

     

     

    Cash flows from financing activities:

     

     

     

     

     

    Proceeds from long-term borrowings

     

    —

     

     

     

    1,101

     

    Payments on long-term borrowings

     

    (202

    )

     

     

    (30

    )

    Payments of debt issuance costs

     

    —

     

     

     

    (25

    )

    Repurchases of common stock

     

    (12

    )

     

     

    (11

    )

    Proceeds from equity issuances

     

    —

     

     

     

    797

     

    Restricted shares tendered for taxes

     

    (2

    )

     

     

    (1

    )

    Net cash (used in) provided by financing activities

     

    (216

    )

     

     

    1,831

     

    Effect of foreign currency exchange rate on cash, cash equivalents, and restricted cash

     

    2

     

     

     

    (2

    )

    Net decrease in cash, cash equivalents, and restricted cash

     

    (242

    )

     

     

    (1,173

    )

    Cash, cash equivalents, and restricted cash, beginning of period

     

    607

     

     

     

    1,491

     

    Cash, cash equivalents, and restricted cash, end of period

    $

    365

    $

    318

    APi Group Corporation

     

    Reconciliations of GAAP to Non-GAAP Financial Measures

     

    Organic change in net revenues (non-GAAP)

     

    (Unaudited)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Organic change in net revenues

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    For the Three Months Ended March 31, 2023

     

     

     

    Net revenues

     

     

    Foreign

     

     

    Net revenues

     

     

     

     

     

    Organic

     

     

     

    change

     

     

    currency

     

     

    change

     

     

    Acquisitions and

     

     

    change in

     

     

     

    (as reported)

     

     

    translation (a)

     

     

    (fixed currency) (b)

     

     

    divestitures, net (c)

     

     

    net revenues (d)

     

    Safety Services

     

     

    10.9

    %

     

     

    (3.2

    )%

     

     

    14.1

    %

     

     

    —

     

     

     

    14.1

    %

    Specialty Services

     

     

    4.4

    %

     

     

     

    ─

     

     

    4.4

    %

     

     

    —

     

     

     

    4.4

    %

    Consolidated

     

     

    9.7

    %

     

     

    (2.4

    )%

     

     

    12.1

    %

     

     

    —

     

     

     

    12.1

    %

    Notes:

    (a)

    Represents the effect of foreign currency on reported net revenues, calculated as the difference between reported net revenues and net revenues at fixed currencies for both periods. Fixed currency amounts are based on translation into U.S. Dollars at fixed foreign currency exchange rates established by management at the beginning of 2023.

    (b)

    Amount represents the year-over-year change when comparing both years after eliminating the impact of fluctuations in foreign exchange rates by translating foreign currency denominated results at fixed foreign currency ("FFX") rates for both periods.

    (c)

    Adjustment to exclude net revenues from material acquisitions from their respective dates of acquisition until the first year anniversary from date of acquisition and net revenues from divestitures for all periods for businesses divested as of March 31, 2023.

    (d)

    Organic change in net revenues provides a consistent basis for a year-over-year comparison in net revenues as it excludes the impacts of material acquisitions, divestitures, and the impact of changes due to foreign currency translation.

    APi Group Corporation

     

    Reconciliations of GAAP to Non-GAAP Financial Measures

     

    Gross profit and adjusted gross profit (non-GAAP)

     

    SG&A and adjusted SG&A (non-GAAP)

     

    (Amounts in millions)

     

    (Unaudited)

     

     

     

     

     

     

     

     

    Adjusted gross profit

     

     

     

     

     

     

     

     

     

     

    For the Three Months Ended

    March 31,

     

     

     

    2023

     

     

    2022

     

    Gross profit (as reported)

     

    $

    425

     

     

    $

    376

     

    Adjustments to reconcile gross profit to adjusted gross profit:

     

    Backlog amortization

    (a)

     

    7

     

     

     

    3

     

    Inventory step-up

    (b)

     

    —

     

     

     

    9

     

    Adjusted gross profit

     

    $

    432

     

     

    $

    388

     

     

     

     

     

     

     

     

    Net revenues

     

    $

    1,614

     

     

    $

    1,471

     

    Adjusted gross margin

     

     

    26.8

    %

     

     

    26.4

    %

    Adjusted SG&A

     

     

     

     

     

     

     

     

     

     

    For the Three Months Ended

    March 31,

     

     

     

    2023

     

     

    2022

     

    Selling, general, and administrative expenses ("SG&A") (as reported)

     

    $

    352

     

     

    $

    383

     

    Adjustments to reconcile SG&A to adjusted SG&A:

     

    Amortization of intangible assets

    (c)

     

    (48

    )

     

     

    (54

    )

    Contingent consideration and compensation

    (d)

     

    (2

    )

     

     

    (4

    )

    Business process transformation expenses

    (e)

     

    (4

    )

     

     

    (8

    )

    Acquisition related expenses

    (f)

     

    (4

    )

     

     

    (38

    )

    Other

    (g)

     

    12

     

     

     

    —

     

    Adjusted SG&A expenses

     

    $

    306

     

     

    $

    279

     

     

     

     

     

     

     

     

    Net revenues

     

    $

    1,614

     

     

    $

    1,471

     

    Adjusted SG&A as a % of net revenues

     

     

    19.0

    %

     

     

    19.0

    %

    Notes:

    (a)

    Adjustment to reflect the addback of amortization expense related to backlog intangible assets.

    (b)

    Adjustment to reflect the elimination of costs related to the fair value step-up of acquired inventory.

    (c)

    Adjustment to reflect the addback of amortization expense.

    (d)

    Adjustment to reflect the elimination of the expense attributable to deferred consideration to prior owners of acquired businesses not expected to continue or recur.

    (e)

    Adjustment to reflect the elimination of expenses associated with the integration and reorganization of newly acquired businesses and non-operational costs related to business process transformation, including system and process development costs and implementation of processes and compliance programs related to the Sarbanes-Oxley Act of 2002.

    (f)

    Adjustment to reflect the elimination of transaction costs related to potential and completed acquisitions and expenses associated with the transition of newly acquired businesses from prior ownership into APi Group.

    (g)

    Adjustment to reflect the elimination of changes in fair value estimates to acquired liabilities.

    APi Group Corporation

     

    Reconciliations of GAAP to Non-GAAP Financial Measures

     

    EBITDA and adjusted EBITDA (non-GAAP)

     

    (Amounts in millions)

     

    (Unaudited)

     

     

     

     

     

     

     

     

     

     

    For the Three Months Ended

    March 31,

     

     

     

    2023

     

     

    2022

     

    Net income (loss) (as reported)

     

    $

    26

     

     

    $

    (7

    )

    Adjustments to reconcile net income (loss) to EBITDA:

     

     

     

     

     

     

    Interest expense, net

     

     

    37

     

     

     

    27

     

    Income tax provision (benefit)

     

     

    12

     

     

     

    (16

    )

    Depreciation and amortization

     

     

    74

     

     

     

    76

     

    EBITDA

     

    $

    149

     

     

    $

    80

     

    Adjustments to reconcile EBITDA to adjusted EBITDA:

     

     

     

     

    Contingent consideration and compensation

    (a)

     

    2

     

     

     

    4

     

    Non-service pension benefit

    (b)

     

    (3

    )

     

     

    (11

    )

    Inventory step-up

    (c)

     

    —

     

     

     

    9

     

    Business process transformation expenses

    (d)

     

    4

     

     

     

    8

     

    Acquisition related expenses

    (e)

     

    4

     

     

     

    38

     

    Loss on extinguishment of debt, net

    (f)

     

    3

     

     

     

    —

     

    Other

    (g)

     

    (12

    )

     

     

    —

     

    Adjusted EBITDA

     

    $

    147

     

     

    $

    128

     

     

     

     

     

     

     

     

    Net revenues

     

    $

    1,614

     

     

    $

    1,471

     

    Adjusted EBITDA as a % of net revenues

     

     

    9.1

    %

     

     

    8.7

    %

    Notes:

    (a)

    Adjustment to reflect the elimination of the expense attributable to deferred consideration to prior owners of acquired businesses not expected to continue or recur.

    (b)

    Adjustment to reflect the elimination of non-service pension benefit, which consists of interest cost, expected return on plan assets and amortization of actuarial gains/losses of the pension programs assumed as part of the Chubb acquisition.

    (c)

    Adjustment to reflect the elimination of costs related to the fair value step-up of acquired inventory.

    (d)

    Adjustment to reflect the elimination of expenses associated with the integration and reorganization of newly acquired businesses and non-operational costs related to business process transformation, including system and process development costs and implementation of processes and compliance programs related to the Sarbanes-Oxley Act of 2002.

    (e)

    Adjustment to reflect the elimination of transaction costs related to potential and completed acquisitions and expenses associated with the transition of newly acquired businesses from prior ownership into APi Group.

    (f)

    Adjustment to reflect the elimination of loss on extinguishment of debt resulting from early repayments and repurchases of long-term debt.

    (g)

    Adjustment to reflect the elimination of changes in fair value estimates to acquired liabilities.

    APi Group Corporation

     

    Reconciliations of GAAP to Non-GAAP Financial Measures

     

    Income (loss) before income tax, net income (loss) and EPS and

     

    Adjusted income before income tax, net income (loss) and EPS (non-GAAP)

     

    (Amounts in millions, except per share data)

     

    (Unaudited)

     

     

     

     

     

     

     

     

     

     

    For the Three Months Ended March 31,

     

     

     

    2023

     

     

    2022

     

    Income (loss) before income tax provision (benefit) (as reported)

     

    $

    38

     

     

    $

    (23

    )

    Adjustments to reconcile income (loss) before income tax provision (benefit) to adjusted income before income tax provision:

     

    Amortization of intangible assets

    (a)

     

    55

     

     

     

    57

     

    Contingent consideration and compensation

    (b)

     

    2

     

     

     

    4

     

    Non-service pension benefit

    (c)

     

    (3

    )

     

     

    (11

    )

    Inventory step-up

    (d)

     

    —

     

     

     

    9

     

    Business process transformation expenses

    (e)

     

    4

     

     

     

    8

     

    Acquisition related expenses

    (f)

     

    4

     

     

     

    38

     

    Loss on extinguishment of debt, net

    (g)

     

    3

     

     

     

    —

     

    Other

    (h)

     

    (12

    )

     

     

    —

     

    Adjusted income before income tax provision (benefit)

     

    $

    91

     

     

    $

    82

     

     

     

     

     

     

     

     

    Income tax provision (benefit) (as reported)

     

    $

    12

     

     

    $

    (16

    )

    Adjustments to reconcile income tax provision (benefit) to adjusted income tax provision:

     

    Income tax provision adjustment

    (i)

     

    10

     

     

     

    36

     

    Adjusted income tax provision

     

    $

    22

     

     

    $

    20

     

     

     

     

     

     

     

     

    Adjusted income before income tax provision

     

    $

    91

     

     

    $

    82

     

    Adjusted income tax provision

     

     

    22

     

     

     

    20

     

    Adjusted net income

     

    $

    69

     

     

    $

    62

     

     

     

     

     

     

     

     

    Diluted weighted average shares outstanding (as reported)

     

     

    267

     

     

     

    232

     

    Adjustments to reconcile diluted weighted average shares outstanding to adjusted diluted weighted average shares outstanding:

     

    Dilutive impact of Series A Preferred Stock

    (j)

     

    4

     

     

     

    4

     

    Dilutive impact of Series B Preferred Stock

    (k)

     

    —

     

     

     

    33

     

    Adjusted diluted weighted average shares outstanding

     

     

    271

     

     

     

    269

     

     

     

     

     

     

     

     

    Adjusted diluted EPS

     

    $

    0.25

     

     

    $

    0.23

     

    Notes:

    (a)

    Adjustment to reflect the addback of pre-tax amortization expense related to intangible assets.

    (b)

    Adjustment to reflect the elimination of the expense attributable to deferred consideration to prior owners of acquired businesses not expected to continue or recur.

    (c)

    Adjustment to reflect the elimination of non-service pension benefit, which consists of interest cost, expected return on plan assets and amortization of actuarial gains/losses of the pension programs assumed as part of the Chubb acquisition.

    (d)

    Adjustment to reflect the elimination of costs related to the fair value step-up of acquired inventory.

    (e)

    Adjustment to reflect the elimination of expenses associated with the integration and reorganization of newly acquired businesses and non-operational costs related to business process transformation, including system and process development costs and implementation of processes and compliance programs related to the Sarbanes-Oxley Act of 2002.

    (f)

    Adjustment to reflect the elimination of transaction costs related to potential and completed acquisitions and expenses associated with the transition of newly acquired businesses from prior ownership into APi Group.

    (g)

    Adjustment to reflect the elimination of loss on extinguishment of debt resulting from early repayments and repurchases of long-term debt.

    (h)

    Adjustment to reflect the elimination of changes in fair value estimates to acquired liabilities.

    (i)

    Adjustment to reflect an adjusted effective cash tax rate of 24% for the three months ended March 31, 2023 and 2022.

    (j)

    Adjustment for the three months ended March 31, 2023 and 2022 reflects addition of the dilutive impact of 4 million shares associated with the deemed conversion of Series A Preferred Stock.

    (k)

    Adjustment for the three months ended March 31, 2022 reflects addition of the GAAP dilutive impact of 33 million shares associated with the deemed conversion of Series B Preferred Stock.

    APi Group Corporation

     

    Adjusted Segment Financial Information (non-GAAP)

     

    (Amounts in millions)

     

    (Unaudited)

     

     

     

     

     

     

     

     

     

     

    For the Three Months Ended

    March 31,

     

     

     

    2023 (a)

     

     

    2022 (a)

     

    Safety Services

     

     

     

     

     

     

    Net revenues

     

    $

    1,191

     

     

    $

    1,074

     

    Adjusted gross profit

     

     

    375

     

     

     

    338

     

    Adjusted EBITDA

     

     

    147

     

     

     

    127

     

     

     

     

     

     

     

     

    Adjusted gross margin

     

     

    31.5

    %

     

     

    31.5

    %

    Adjusted EBITDA as a % of net revenues

     

     

    12.3

    %

     

     

    11.8

    %

     

     

     

     

     

     

     

    Specialty Services

     

     

     

     

     

     

    Net revenues

     

    $

    430

     

     

    $

    412

     

    Adjusted gross profit

     

     

    57

     

     

     

    50

     

    Adjusted EBITDA

     

     

    28

     

     

     

    23

     

     

     

     

     

     

     

     

    Adjusted gross margin

     

     

    13.3

    %

     

     

    12.1

    %

    Adjusted EBITDA as a % of net revenues

     

     

    6.5

    %

     

     

    5.6

    %

     

     

     

     

     

     

     

    Total net revenues before corporate and eliminations

    (b)

    $

    1,621

     

     

    $

    1,486

     

    Total adjusted EBITDA before corporate and eliminations

    (b)

     

    175

     

     

     

    150

     

    Adjusted EBITDA as a % of net revenues before corporate and eliminations

    (b)

     

    10.8

    %

     

     

    10.1

    %

     

     

     

     

     

     

     

    Corporate and Eliminations

     

     

     

     

     

     

    Net revenues

     

    $

    (7

    )

     

    $

    (15

    )

    Adjusted EBITDA

     

     

    (28

    )

     

     

    (22

    )

     

     

     

     

     

     

     

    Total Consolidated

     

     

     

     

     

     

    Net revenues

     

    $

    1,614

     

     

    $

    1,471

     

    Adjusted gross profit

     

     

    432

     

     

     

    388

     

    Adjusted EBITDA

     

     

    147

     

     

     

    128

     

     

     

     

     

     

     

     

    Adjusted gross margin

     

     

    26.8

    %

     

     

    26.4

    %

    Adjusted EBITDA as a % of net revenues

     

     

    9.1

    %

     

     

    8.7

    %

    Notes:

    (a)

    Information derived from non-GAAP reconciliations included elsewhere in this press release.

    (b)

    Calculated from results of the Company's operating segments shown above, excluding Corporate and Eliminations.

    APi Group Corporation

     

    Reconciliations of GAAP to Non-GAAP Financial Measures

     

    Adjusted Segment Financial Information (non-GAAP)

     

    (Amounts in millions)

     

    (Unaudited)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    For the Three Months Ended March 31, 2023

     

     

    For the Three Months Ended March 31, 2022

     

     

    As Reported

     

     

    Adjustments

     

     

    As Adjusted

     

     

    As Reported

     

     

    Adjustments

     

     

    As Adjusted

     

    Safety Services

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net revenues

    $

    1,191

     

     

    $

    —

     

     

    $

    1,191

     

     

    $

    1,074

     

     

    $

    —

     

     

    $

    1,074

     

    Cost of revenues

     

    823

     

     

     

    (7

    )

    (a)

     

    816

     

     

     

    747

     

     

     

    (2

    )

    (a)

     

    736

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    (9

    )

    (b)

     

     

    Gross profit

    $

    368

     

     

    $

    7

     

     

    $

    375

     

     

    $

    327

     

     

    $

    11

     

     

    $

    338

     

    Gross margin

     

    30.9

    %

     

     

     

     

     

    31.5

    %

     

     

    30.4

    %

     

     

     

     

     

    31.5

    %

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Specialty Services

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net revenues

    $

    430

     

     

    $

    —

     

     

    $

    430

     

     

    $

    412

     

     

    $

    —

     

     

    $

    412

     

    Cost of revenues

     

    373

     

     

     

    —

     

     

     

    373

     

     

     

    363

     

     

     

    (1

    )

    (a)

     

    362

     

    Gross profit

    $

    57

     

     

    $

    —

     

     

    $

    57

     

     

    $

    49

     

     

    $

    1

     

     

    $

    50

     

    Gross margin

     

    13.3

    %

     

     

     

     

     

    13.3

    %

     

     

    11.9

    %

     

     

     

     

     

    12.1

    %

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Corporate and Eliminations

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net revenues

    $

    (7

    )

     

    $

    —

     

     

     

    (7

    )

     

    $

    (15

    )

     

    $

    —

     

     

    $

    (15

    )

    Cost of revenues

     

    (7

    )

     

     

    —

     

     

     

    (7

    )

     

     

    (15

    )

     

     

    —

     

     

     

    (15

    )

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Total Consolidated

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net revenues

    $

    1,614

     

     

    $

    —

     

     

    $

    1,614

     

     

    $

    1,471

     

     

    $

    —

     

     

    $

    1,471

     

    Cost of revenues

     

    1,189

     

     

     

    (7

    )

    (a)

     

    1,182

     

     

     

    1,095

     

     

     

    (3

    )

    (a)

     

    1,083

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    (9

    )

    (b)

     

     

    Gross profit

    $

    425

     

     

    $

    7

     

     

    $

    432

     

     

    $

    376

     

     

    $

    12

     

     

    $

    388

     

    Gross margin

     

    26.3

    %

     

     

     

     

     

    26.8

    %

     

     

    25.6

    %

     

     

     

     

     

    26.4

    %

    Notes:

    (a)

    Adjustment to reflect the addback of amortization expense related to backlog intangible assets.

    (b)

    Adjustment to reflect the elimination of costs related to the fair value step-up of acquired inventory.

    APi Group Corporation

     

    Reconciliations of GAAP to Non-GAAP Financial Measures

     

    Adjusted Segment Financial Information (non-GAAP)

     

    (Amounts in millions)

     

    (Unaudited)

     

     

     

     

     

     

     

     

     

     

    For the Three Months Ended

    March 31,

     

     

     

    2023

     

     

    2022

     

    Safety Services

     

     

     

     

     

     

    Safety Services EBITDA

     

    $

    146

     

     

    $

    123

     

    Adjustments to reconcile EBITDA to adjusted EBITDA:

     

    Contingent consideration and compensation

    (a)

     

    1

     

     

     

    1

     

    Non-service pension benefit

    (b)

     

    (3

    )

     

     

    (11

    )

    Inventory step-up

    (c)

     

    —

     

     

     

    9

     

    Acquisition related expenses

    (d)

     

    3

     

     

     

    5

     

    Safety Services adjusted EBITDA

     

    $

    147

     

     

    $

    127

     

     

     

     

     

     

     

     

    Specialty Services

     

     

     

     

     

     

    Specialty Services EBITDA

     

    $

    27

     

     

    $

    20

     

    Adjustments to reconcile EBITDA to adjusted EBITDA:

     

    Contingent consideration and compensation

    (a)

     

    1

     

     

     

    3

     

    Specialty Services adjusted EBITDA

     

    $

    28

     

     

    $

    23

     

     

     

     

     

     

     

     

    Corporate and Eliminations

     

     

     

     

     

     

    Corporate and Eliminations EBITDA

     

    $

    (24

    )

     

    $

    (63

    )

    Adjustments to reconcile EBITDA to adjusted EBITDA:

     

    Business process transformation expenses

    (e)

     

    4

     

     

     

    8

     

    Acquisition related expenses

    (d)

     

    1

     

     

     

    33

     

    Loss on extinguishment of debt, net

    (f)

     

    3

     

     

     

    —

     

    Other

    (g)

     

    (12

    )

     

     

    —

     

    Corporate and Eliminations adjusted EBITDA

     

    $

    (28

    )

     

    $

    (22

    )

    Notes:

    (a)

    Adjustment to reflect the elimination of the expense attributable to deferred consideration to prior owners of acquired businesses not expected to continue or recur.

    (b)

    Adjustment to reflect the elimination of non-service pension benefit, which consists of interest cost, expected return on plan assets and amortization of actuarial gains/losses of the pension programs assumed as part of the Chubb acquisition.

    (c)

    Adjustment to reflect the elimination of costs related to the fair value step-up of acquired inventory.

    (d)

    Adjustment to reflect the elimination of transaction costs related to potential and completed acquisitions and expenses associated with the transition of newly acquired businesses from prior ownership into APi Group.

    (e)

    Adjustment to reflect the elimination of expenses associated with the integration and reorganization of newly acquired businesses and non-operational costs related to business process transformation, including system and process development costs and implementation of processes and compliance programs related to the Sarbanes-Oxley Act of 2002.

    (f)

    Adjustment to reflect the elimination of loss on extinguishment of debt resulting from early repayments and repurchases of long-term debt.

    (g)

    Adjustment to reflect the elimination of changes in fair value estimates to acquired liabilities.

    APi Group Corporation

     

    Reconciliations of GAAP to Non-GAAP Financial Measures

     

    Change in adjusted EBITDA (non-GAAP)

     

    (Unaudited)

     

     

     

     

     

     

     

     

     

     

     

    Change in adjusted EBITDA

     

     

     

     

     

     

     

     

     

     

     

     

     

    For the Three Months Ended March 31, 2023

     

     

     

    Change in

     

     

    Foreign

     

     

    Change in

     

     

     

    Adjusted EBITDA

     

     

    currency

     

     

    Adjusted EBITDA

     

     

     

    (public rates) (a)

     

     

    translation (b)

     

     

    (fixed currency) (c)

     

    Safety Services

     

     

    15.7

    %

     

     

    (2.8

    )%

     

     

    18.5

    %

    Specialty Services

     

     

    21.7

    %

     

     

    —

     

     

     

    21.7

    %

    Consolidated

     

     

    14.8

    %

     

     

    (2.8

    )%

     

     

    17.6

    %

    Notes:

    (a)

    Adjusted EBITDA derived from non-GAAP reconciliations included elsewhere in this press release.

    (b)

    Adjusted to eliminate the impact of foreign currency on adjusted EBITDA amounts, calculated as the difference between adjusted EBITDA at public currency rates and adjusted EBITDA at fixed currency rates for both periods. Fixed currency amounts are based on translation into U.S. Dollars at fixed foreign currency exchange rates established by management at the beginning of 2023.

    (c)

    Amount represents the year-over-year change when comparing both years after eliminating the impact of fluctuations in foreign exchange rates by translating foreign currency denominated results at fixed foreign currency ("FFX") rates for both periods.

    APi Group Corporation

     

    Reconciliations of GAAP to Non-GAAP Financial Measures

     

    Free cash flow and adjusted free cash flow and conversion (non-GAAP)

     

    (Amounts in millions)

     

    (Unaudited)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    For the Three Months Ended March 31,

     

     

     

    2023

     

     

    2022

     

    Net cash used in operating activities (as reported)

     

    $

    (1

    )

     

    $

    (118

    )

    Less: Purchases of property and equipment

     

     

    (21

    )

     

     

    (12

    )

    Free cash flow

     

    $

    (22

    )

     

    $

    (130

    )

    Add: Cash payments related to following items:

     

    Contingent compensation

    (a)

    $

    —

     

     

    $

    1

     

    Pension contributions

    (b)

     

    —

     

     

     

    27

     

    Business process transformation expenses

    (c)

     

    5

     

     

     

    8

     

    Acquisition related expenses

    (d)

     

    4

     

     

     

    47

     

    Restructuring payments

    (e)

     

    5

     

     

     

    —

     

    Payroll tax deferral

    (f)

     

    8

     

     

     

    —

     

    Adjusted free cash flow

     

    $

    —

     

     

    $

    (47

    )

     

     

     

     

     

     

     

    Adjusted EBITDA

    (g)

    $

    147

     

     

    $

    128

     

    Adjusted free cash flow conversion

     

     

    —

     

     

     

    (36.7

    )%

    Notes:

    (a)

    Adjustment to reflect the elimination of deferred payments to prior owners of acquired businesses not expected to continue or recur.

    (b)

    Adjustment to reflect the elimination of initial pension contribution payment related to the Chubb acquisition not expected to continue or recur.

    (c)

    Adjustment to reflect the elimination of expenses associated with the integration and reorganization of newly acquired businesses and non-operational costs related to business process transformation, including system and process development costs and implementation of processes and compliance programs related to the Sarbanes-Oxley Act of 2002.

    (d)

    Adjustment to reflect the elimination of transaction costs related to potential and completed acquisitions and expenses associated with the transition of newly acquired businesses from prior ownership into APi Group.

    (e)

    Adjustment to reflect payments made for restructuring programs.

    (f)

    Adjustment reflects the elimination of operating cash for the impact of the Coronavirus Aid Relief and Economic Security (CARES) Act. During the first quarter of 2020, the CARES Act was passed, allowing the Company to defer the payment of the employer's share of Social Security taxes until December 2021 and December 2022. In January 2023, the final payments were made on the amount deferred in 2020.

    (g)

    Adjusted EBITDA derived from non-GAAP reconciliations included elsewhere in this press release.

     

    View source version on businesswire.com: https://www.businesswire.com/news/home/20230504005427/en/

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    APi Group Corporation (NYSE:APG) ("APi" or the "Company") announced today that it intends to release its financial results for the three and nine months ended September 30, 2025, before the market opens on Thursday, October 30, 2025. Third Quarter Earnings Conference Call APi will hold a webcast/dial-in conference call to discuss its financial results at 8:30 a.m. (Eastern Time) on Thursday, October 30, 2025. Participants on the call will include Russell A. Becker, President and Chief Executive Officer; David Jackola, Executive Vice President and Chief Financial Officer; and James E. Lillie and Sir Martin E. Franklin, Board of Directors Co-Chairs. To listen to the call by telephone, p

    10/16/25 7:30:00 AM ET
    $APG
    Engineering & Construction
    Consumer Discretionary

    $APG
    Leadership Updates

    Live Leadership Updates

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    APi Group Announces Acquisition of CertaSite and Provides Full-Year 2025 Update

    -Accretive to APi's "10/16/60+" long-term financial targets- - Accelerates inspection-first strategy and shifts mix towards 60% of revenues from inspection, service, and monitoring- -APi expects net revenues and adjusted EBITDA for 2025 will be at or above the midpoint of the current guidance range- APi Group Corporation (NYSE:APG) ("APi" or the "Company") today announced that it has entered into an agreement to acquire CertaSite, an inspection-first provider of comprehensive fire and life safety services in the Midwest region. The transaction is expected to be financed with cash on hand and to close in the first quarter of 2026, subject to customary closing conditions, including receipt

    12/10/25 7:30:00 AM ET
    $APG
    Engineering & Construction
    Consumer Discretionary

    APi Group Set to Join S&P MidCap 400

    NEW YORK, June 18, 2025 /PRNewswire/ -- APi Group Corp. (NYSE:APG) will replace United States Steel Corp. (NYSE:X) in the S&P MidCap 400 effective prior to the opening of trading on Tuesday, June 24. Nippon Steel Corp. (TSE: 5401) acquired United States Steel in a deal that closed today. Following is a summary of the changes that will take place prior to the open of trading on the effective date: Effective Date  Index Name  Action  Company Name  Ticker  GICS Sector   June 24, 2025   S&P MidCap 400  Addition  APi Group   APG  Industrials   June 24, 2025   S&P MidCap 400  Deletion  United States Steel  X  Materials  For more information about S&P Dow Jones Indices, please visit www.spdji.com

    6/18/25 5:46:00 PM ET
    $APG
    $SPGI
    $X
    Engineering & Construction
    Consumer Discretionary
    Finance: Consumer Services
    Finance

    APi Group Appoints David Jackola Executive Vice President & Chief Financial Officer

    APi Group Corporation (NYSE:APG) ("APi" or the "Company") today announced the appointment of David Jackola as Executive Vice President & Chief Financial Officer, effective immediately. Mr. Jackola has been with the Company since October 2021, most recently serving as Interim Chief Financial Officer since December of 2024. He will report directly to Russ Becker, President and Chief Executive Officer of APi. Russ Becker, APi's President and Chief Executive Officer stated: "David is a great leader and has a proven track record of driving profitable organic growth and executing on our strategic objectives. After a comprehensive process, the Board and I agreed that David is the ideal candidate

    3/31/25 7:30:00 AM ET
    $APG
    Engineering & Construction
    Consumer Discretionary

    $APG
    Large Ownership Changes

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    Amendment: SEC Form SC 13D/A filed by APi Group Corporation

    SC 13D/A - APi Group Corp (0001796209) (Subject)

    11/14/24 9:45:57 PM ET
    $APG
    Engineering & Construction
    Consumer Discretionary

    Amendment: SEC Form SC 13G/A filed by APi Group Corporation

    SC 13G/A - APi Group Corp (0001796209) (Subject)

    7/8/24 4:32:39 PM ET
    $APG
    Engineering & Construction
    Consumer Discretionary

    Amendment: SEC Form SC 13G/A filed by APi Group Corporation

    SC 13G/A - APi Group Corp (0001796209) (Subject)

    6/18/24 5:05:42 PM ET
    $APG
    Engineering & Construction
    Consumer Discretionary