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–APi Group Reports First Quarter 2021 Financial Results–

May 12, 2021 7:00 AM

-Net revenues of $803 million-

-Reported and adjusted gross margin expansion of 366 and 72 basis points, respectively, for the first quarter 2021-

-Quarter end cash balance of approximately $750 million and net debt to adjusted EBITDA of 1.75x-

NEW BRIGHTON, Minn.--(BUSINESS WIRE)-- APi Group Corporation (NYSE: APG) (“APG”, “APi” or the “Company”) today reported its financial results for the three months ended March 31, 2021.

First Quarter 2021 Highlights:

Russ Becker, APi’s President and Chief Executive Officer stated: “We are pleased to deliver our first quarter results with net revenues slightly above and adjusted EBITDA margin in line with our previously communicated guidance. As we continue to manage through the impacts from COVID-19 versus a largely COVID-19 free Q1 last year, I remain grateful and inspired by our approximately 13,000 team members. I am appreciative of the resiliency and commitment of our team who remain focused on serving customers despite the macro headwinds. I want to thank them for their continued efforts. Their ongoing leadership efforts continue to demonstrate that our leaders are a competitive advantage and help drive shareholder value.”

“As we continue to focus on improving our mix, disciplined project and customer selection, pricing opportunities, leveraging our spend, driving operational excellence and realizing synergies from acquisitions, we are confident in our recently announced goal of 13%+ adjusted EBITDA margin by year-end 2025. We believe that strategic M&A is an opportunity to accelerate the timetable to achieve our margin expansion objectives and we look forward to updating you on our expected progress as we move through the balance of the year.”

APi Co-Chair James E. Lillie added: “We are encouraged by our results this quarter, particularly given a tough comparison relative to first quarter 2020 due to COVID-19 and unfavorable weather conditions. The strong performance speaks to the leadership team, the strength of the business, our protective moat around the business driven by recurring service revenue, and our financial discipline, as we continue to focus on shareholder value creation.

We are also very pleased that the team continues to execute against our long-term strategic plans. I believe that those of you who joined us for our investor day saw depth to our leadership bench and gained additional insight into the various opportunities we have to drive earnings and margin expansion which we believe should drive multiple expansion. We ended the quarter with nearly $750 million of cash and a net debt to adjusted EBITDA ratio under our credit facility of 1.75x, which is below our target long-term net leverage ratio of 2.0x – 2.5x and provides us with ample capacity to absorb additional accretive acquisitions.”

Conference Call

APi will hold a webcast/dial-in conference call to discuss its financial results at 8:30 a.m. (Eastern Time) on Wednesday, May 12, 2021. Participants on the call will include Russ Becker, President and Chief Executive Officer; Tom Lydon, Chief Financial Officer; and James E. Lillie and Sir Martin E. Franklin, Co-Chairs.

To listen to the call by telephone, please dial 833-721-2905 or 929-517-9835 and provide Conference ID 8678308. 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/3146823/D90832D785F0DA3A4F422DA73C8F937C

A replay of the call will be available shortly after completion of the live call/webcast via telephone at 855-859-2056 or 404-537-3406 or via the webcast link above.

About APi:

APi is a market-leading business services provider of safety, specialty and industrial services in over 200 locations, primarily in North America and with an expanding platform in Europe. APi provides statutorily mandated and other contracted services to a strong base of long-standing customers across industries. We have a winning leadership culture driven by entrepreneurial business leaders to deliver innovative solutions for our customers. More information can be found at www.apigroupcorp.com.

Forward-Looking Statements and Disclaimers

Certain statements in this announcement are forward-looking statements which 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, including expectations regarding: (i) the Company’s long-term targets, goals and strategies; (ii) the expected benefits of the Company’s initiatives, including improving its revenue mix, enhancing project and customer selection, pricing opportunities, spending efficiencies, and operational excellence; (iii) the Company’s ability to optimize performance of existing businesses, pursue its disciplined acquisition strategy and effectively manage its capital structure; (iv) the fragmentation of the markets in which the Company operates, the acquisition opportunities in those markets, the Company’s intent to continue to explore opportunistic acquisitions and the Company’s capacity to absorb additional acquisitions; (v) certain expected 2021 financial results, including the Company’s guidance for 2021, its longer term margin goals and the assumptions it made and the drivers contributing to its guidance; (vi) the Company’s flexibility to invest in potential strategic opportunities and the potential revenue and margin expansion impact of any such opportunities; and (vii) the impacts of the COVID-19 pandemic on the future operating and financial performance of the Company and its customers, the Company’s plans and strategies to adapt and respond to the pandemic and the expected impact of those plans and strategies. 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 and other risks that may affect the Company’s future performance, including the impacts of the COVID-19 pandemic 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) the ability to recognize the anticipated benefits of the Company’s acquisitions, including its ability to successfully integrate and make necessary capital investments to support additional acquisitions, and the Company’s ability to take advantage of strategic opportunities; (iii) changes in applicable laws or regulations; (iv) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and (v) other risks and uncertainties. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements 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 otherwise.

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. Specifically:

The Company does not provide reconciliations of forward-looking non-U.S. GAAP adjusted net revenues and adjusted EBITDA guidance 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, amortization of intangible assets, net COVID-19 relief, and certain tax benefits from the APi Acquisition, and other charges reflected in our reconciliation of historic numbers, the amount of which, based on historical experience, could be significant.

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.

APi Group Corporation

Condensed Consolidated Statements of Operations (GAAP)

(Amounts in millions, except per share data)

(Unaudited)

For the Three Months Ended March 31,

2021

2020

Net revenues

$

803

$

858

Cost of revenues

622

696

Gross profit

181

162

Selling, general and administrative expenses

183

188

Impairment of goodwill and intangible assets

-

208

Operating loss

(2

)

(234

)

Interest expense, net

15

14

Investment income and other, net

(3

)

(3

)

Other expense, net

12

11

Loss before income taxes

(14

)

(245

)

Income tax benefit

(6

)

(51

)

Net loss

$

(8

)

$

(194

)

Net loss per common share

Basic

$

(0.04

)

$

(1.14

)

Diluted

$

(0.04

)

$

(1.14

)

Weighted average shares outstanding

Basic

192

170

Diluted

192

170

APi Group Corporation

Condensed Consolidated Balance Sheets (GAAP)

(Amounts in millions)

(Unaudited)

March 31, 2021

December 31, 2020

Assets

Current assets:

Cash and cash equivalents

$

745

$

515

Accounts receivable, net

595

639

Inventories

66

64

Contract assets

152

142

Prepaid expenses and other current assets

75

77

Total current assets

1,633

1,437

Property and equipment, net

353

355

Operating lease right of use assets

106

107

Goodwill

1,077

1,082

Intangible assets, net

931

965

Deferred tax assets

89

89

Other assets

29

30

Total assets

$

4,218

$

4,065

Liabilities and Shareholders' Equity

Current liabilities:

Short-term and current portion of long-term debt

$

18

$

18

Accounts payable

167

150

Other accrued liabilities

261

356

Deferred consideration

69

67

Contract liabilities

221

219

Operating and finance leases

45

31

Total current liabilities

781

841

Long-term debt, less current portion

1,394

1,397

Deferred tax liabilities

43

45

Operating and finance leases

81

96

Other noncurrent liabilities

128

128

Total liabilities

2,427

2,507

Total shareholders' equity

1,791

1,558

Total liabilities and shareholders' equity

$

4,218

$

4,065

APi Group Corporation

Condensed Consolidated Statements of Cash Flows (GAAP)

(Amounts in millions)

(Unaudited)

For the Three Months Ended March 31,

2021

2020

Cash flows from operating activities:

Net loss

$

(8

)

$

(194

)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

50

70

Impairment of goodwill and intangible assets

-

208

Deferred taxes

-

(53

)

Share-based compensation expense

3

1

Profit-sharing expense

3

3

Non-cash lease expense

8

7

Other, net

2

(2

)

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

(26

)

15

Net cash provided by operating activities

32

55

Cash flows from investing activities:

Acquisitions, net of cash acquired

(7

)

(5

)

Purchases of property and equipment

(18

)

(11

)

Proceeds from disposals of property, equipment, held for sale assets and businesses

2

1

Net cash used in investing activities

(23

)

(15

)

Cash flows from financing activities:

Net short-term debt

-

200

Proceeds from long-term borrowings

-

1

Payments on long-term borrowings

(6

)

(6

)

Payment of acquisition related consideration

-

(56

)

Proceeds from warrant exercises

230

-

Restricted shares tendered for taxes

(1

)

-

Net cash provided by financing activities

223

139

Effect of foreign currency exchange rate on cash and cash equivalents

1

1

Net increase in cash and cash equivalents

233

180

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

515

256

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

$

748

$

436

APi Group Corporation

Reconciliations of GAAP to Non-GAAP Financial Measures

Net revenues and adjusted net revenues (non-GAAP)

Organic change in net revenues (non-GAAP)

(Amounts in millions)

(Unaudited)

Adjusted net revenues

For the Three Months Ended March 31,

2021

2020

Net revenues (as reported)

$

803

$

858

Adjustments to reconcile net revenues to adjusted net revenues:

Divested businesses

(a)

-

(38

)

Adjusted net revenues

$

803

$

820

Organic change in net revenues

For the Three Months Ended March 31, 2021

Net revenues

change

Acquisitions and

Foreign currency

Organic change in

(as reported)

divestitures, net (b)

translation (c)

net revenues (d)

Safety Services

9.9

%

10.1

%

(0.7

)%

0.5

%

Specialty Services

7.0

%

-

-

7.0

%

Industrial Services

(81.8

)%

(7.1

)%

-

(74.7

)%

Consolidated

(6.4

)%

1.0

%

(0.4

)%

(7.0

)%

Consolidated, excluding Industrial Services

7.9

%

5.9

%

(0.4

)%

2.4

%

Notes:

(a)

Adjustment to reflect the elimination of amounts related to businesses divested and classified as held-for-sale.

(b)

Adjustments 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, 2021.

(c)

Represents the effect of foreign currency 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 the prior year average monthly exchange rates (excluding acquisitions and divestitures).

(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)

(Amounts in millions)

(Unaudited)

For the Three Months Ended March 31,

2021

2020

Gross profit (as reported)

$

181

$

162

Adjustments to reconcile gross profit to adjusted gross profit:

Backlog amortization

(a)

1

22

Depreciation remeasurement

(b)

3

(1

)

Adjusted gross profit

$

185

$

183

Adjusted net revenues

(c)

$

803

$

820

Adjusted gross margin

23.0

%

22.3

%

Notes:

(a)

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

(b)

Adjustment to reflect annualized depreciation expense of $60 million, which is approximately equivalent to medium to long-term cash capital expenditures, and excludes a portion of depreciation arising from purchase accounting step up to fair value of property and equipment.

(c)

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

APi Group Corporation

Reconciliations of GAAP to Non-GAAP Financial Measures

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

(Amounts in millions)

(Unaudited)

For the Three Months Ended March 31,

2021

2020

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

$

183

$

188

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

Divested businesses

(a)

-

(1

)

Contingent consideration and compensation

(b)

(2

)

(7

)

Amortization of intangible assets

(c)

(30

)

(30

)

Depreciation remeasurement

(d)

(1

)

(4

)

Business process transformation costs

(e)

(6

)

(2

)

Public company registration, listing and compliance

(f)

-

(4

)

Acquisition expenses

(g)

(3

)

-

Adjusted SG&A expenses

$

141

$

140

Adjusted net revenues

(h)

$

803

$

820

Adjusted SG&A as a percentage of adjusted net revenues

17.6

%

17.1

%

Notes:

(a)

Adjustment to reflect the elimination of amounts related to businesses divested and classified as held-for-sale.

(b)

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

(c)

Adjustment to reflect the addback of amortization expense.

(d)

Adjustment to reflect annualized depreciation expense of $60 million, which is approximately equivalent to medium to long-term cash capital expenditures, and excludes a portion of depreciation arising from purchase accounting step up to fair value of property and equipment.

(e)

Adjustment to reflect the elimination of 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 costs relating to public company registration, listing and compliance.

(g)

Adjustment to reflect the elimination of potential and completed acquisition-related expenses.

(h)

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

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,

2021

2020

Net loss (as reported)

$

(8

)

$

(194

)

Adjustments to reconcile net loss to EBITDA:

Interest expense, net

15

14

Income tax provision (benefit)

(6

)

(51

)

Depreciation and amortization

50

70

EBITDA

$

51

$

(161

)

Adjustments to reconcile EBITDA to adjusted EBITDA:

Divested businesses

(a)

-

6

Contingent consideration and compensation

(b)

2

7

Impairment of goodwill and intangible assets

(c)

-

203

Business process transformation costs

(d)

6

2

Public company registration, listing and compliance

(e)

-

4

Acquisition expenses

(f)

4

-

COVID-19 relief at Canadian subsidiaries

(g)

(2

)

-

Adjusted EBITDA

$

61

$

61

Adjusted net revenues

(h)

$

803

$

820

Adjusted EBITDA as a percentage of adjusted net revenues

7.6

%

7.4

%

Notes:

(a)

Adjustment to reflect the elimination of amounts related to businesses divested and classified as held-for-sale, inclusive of impairment charges and gain/(loss) on sale.

(b)

Adjustment to reflect the elimination of 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-cash impairment charges related to goodwill and intangible assets.

(d)

Adjustment to reflect the elimination of 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 costs relating to public company registration, listing and compliance.

(f)

Adjustment to reflect the elimination of potential and completed acquisition-related expenses.

(g)

Adjustment to reflect the elimination of miscellaneous income in Canada related to COVID-19 relief.

(h)

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

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 and EPS (non-GAAP)

(Amounts in millions, except per share data)

(Unaudited)

For the Three Months Ended March 31,

2021

2020

Loss before income tax provision (as reported)

$

(14

)

$

(245

)

Adjustments to reconcile loss before income tax provision to adjusted income before income tax provision:

Divested businesses

(a)

-

6

Amortization of intangible assets

(b)

31

52

Depreciation remeasurement

(c)

4

3

Contingent consideration and compensation

(d)

2

7

Impairment of goodwill and intangible assets

(e)

-

203

Business process transformation costs

(f)

6

2

Public company registration, listing and compliance

(g)

-

4

Acquisition expenses

(h)

4

-

COVID-19 relief at Canadian subsidiaries

(i)

(2

)

-

Adjusted income before income tax provision

$

31

$

32

Income tax benefit (as reported)

$

(6

)

$

(51

)

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

Income tax provision adjustment

(j)

13

57

Adjusted income tax provision

$

7

$

6

Adjusted income before income tax provision

$

31

$

32

Adjusted income tax provision

7

6

Adjusted net income

$

24

$

26

Diluted weighted average shares outstanding (as reported)

192

170

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

Dilutive impact of shares from GAAP net loss

(k)

4

-

Dilutive impact of Preferred Shares

(l)

4

4

Adjusted diluted weighted average shares outstanding

200

174

Adjusted diluted EPS

$

0.12

$

0.15

Notes:

(a)

Adjustment to reflect the elimination of amounts related to businesses divested and classified as held-for-sale, inclusive of impairment charges and gain/(loss) on sale.

(b)

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

(c)

Adjustment to reflect annualized depreciation expense of $60 million, which is approximately equivalent to medium to long-term cash capital expenditures, and excludes a portion of depreciation arising from purchase accounting step up to fair value of property and equipment.

(d)

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

(e)

Adjustment to reflect the elimination of non-cash impairment charges related to goodwill and intangible assets.

(f)

Adjustment to reflect the elimination of 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.

(g)

Adjustment to reflect the elimination of costs relating to public company registration, listing and compliance.

(h)

Adjustment to reflect the elimination of potential and completed acquisition-related expenses.

(i)

Adjustment to reflect the elimination of miscellaneous income in Canada related to COVID-19 relief.

(j)

Adjustment to reflect an adjusted effective cash tax rate of 21% for the three months ended March 31, 2021 and 20% for the three months ended March 31, 2020 (taking into consideration the tax benefits associated with the realization of accelerated depreciation attributable to the approximately $350 million tax asset acquired with the APi Acquisition) applied to resulting adjusted pre-tax income inclusive of the adjustments shown above.

(k)

Adjustment to add the dilutive impact of options, RSUs, and warrants which were anti-dilutive and excluded from the diluted weighted average shares outstanding (as reported).

(l)

Adjustment for the three months ended March 30, 2021 and March 31, 2020 reflects addition of the GAAP dilutive impact of 4 million shares associated with the deemed conversion of Preferred Shares. Adjustment excludes the dilutive effect of the Preferred Share dividend as the dividend is contingent upon the share price the last ten days of the calendar year and was not earned as of March 31, 2021 or March 31, 2020.

APi Group Corporation

Adjusted Segment Financial Information (non-GAAP)

(Amounts in millions)

(Unaudited)

For the Three Months Ended March 31,

2021 (a)

2020 (a)

Safety Services

Adjusted net revenues

$

466

$

424

Adjusted gross profit

147

129

Adjusted EBITDA

63

53

Adjusted gross margin

31.5

%

30.4

%

Adjusted EBITDA as a percentage of adjusted net revenues

13.5

%

12.5

%

Specialty Services

Adjusted net revenues

$

321

$

300

Adjusted gross profit

41

38

Adjusted EBITDA

22

18

Adjusted gross margin

12.8

%

12.7

%

Adjusted EBITDA as a percentage of adjusted net revenues

6.9

%

6.0

%

Industrial Services

Adjusted net revenues

$

25

$

99

Adjusted gross profit

(3

)

16

Adjusted EBITDA

(6

)

10

Adjusted gross margin

(12.0

)%

16.2

%

Adjusted EBITDA as a percentage of adjusted net revenues

(24.0

)%

10.1

%

Total adjusted net revenues before corporate and eliminations

(b)

$

812

$

823

Total adjusted EBITDA before corporate and eliminations

(b)

79

81

Adjusted EBITDA as a percentage of adjusted net revenues before corporate and eliminations

(b)

9.7

%

9.8

%

Corporate and Eliminations

Adjusted net revenues

$

(9

)

$

(3

)

Adjusted EBITDA

(18

)

(20

)

Total Consolidated

Adjusted net revenues

$

803

$

820

Adjusted gross profit

185

183

Adjusted EBITDA

61

61

Adjusted gross margin

23.0

%

22.3

%

Adjusted EBITDA as a percentage of adjusted net revenues

7.6

%

7.4

%

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,

2021 (a)

2020 (a)

Safety Services

Safety Services EBITDA

$

65

$

18

Adjustments to reconcile EBITDA to adjusted EBITDA:

Contingent consideration and compensation

(a)

-

1

Impairment of goodwill and intangible assets

(b)

-

34

COVID-19 relief at Canadian subsidiaries

(c)

(2

)

-

Safety Services adjusted EBITDA

$

63

$

53

Specialty Services

Specialty Services EBITDA

$

20

$

(108

)

Adjustments to reconcile EBITDA to adjusted EBITDA:

Contingent consideration and compensation

(a)

2

6

Impairment of goodwill and intangible assets

(b)

-

120

Specialty Services adjusted EBITDA

$

22

$

18

Industrial Services

Industrial Services EBITDA

$

(6

)

$

(45

)

Adjustments to reconcile EBITDA to adjusted EBITDA:

Divested businesses

(d)

-

6

Impairment of goodwill and intangible assets

(b)

-

49

Industrial Services adjusted EBITDA

$

(6

)

$

10

Corporate and Eliminations

Corporate and eliminations EBITDA

$

(28

)

$

(26

)

Adjustments to reconcile EBITDA to adjusted EBITDA:

Business process transformation

(e)

6

2

Public company registration, listing and compliance

(f)

-

4

Acquisition expenses

(g)

4

-

Corporate and Eliminations adjusted EBITDA

$

(18

)

$

(20

)

Notes:

(a)

Adjustment to reflect the elimination of 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-cash impairment charges related to goodwill and intangible assets.

(c)

Adjustment to reflect the elimination of miscellaneous income in Canada related to COVID-19 relief.

(d)

Adjustment to reflect the elimination of amounts related to businesses divested and classified as held-for-sale, inclusive of impairment charges and gain/(loss) on sale.

(e)

Adjustment to reflect the elimination of 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 costs relating to public company registration, listing and compliance.

(g)

Adjustment to reflect the elimination of potential and completed acquisition-related expenses.

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, 2021

For the Three Months Ended March 31, 2020

As Reported

Adjustments

As Adjusted

As Reported

Adjustments

As Adjusted

Safety Services

Net revenues

$

466

$

-

$

466

$

424

$

-

$

424

Cost of revenues

319

-

319

306

(10

)

(a)

295

-

(1

)

(b)

Gross profit

$

147

$

-

$

147

$

118

$

11

$

129

Gross margin

31.5

%

31.5

%

27.8

%

30.4

%

Specialty Services

Net revenues

$

321

$

-

$

321

$

300

$

-

$

300

Cost of revenues

284

(1

)

(a)

280

270

(8

)

(a)

262

(3

)

(b)

Gross profit

$

37

$

4

$

41

$

30

$

8

$

38

Gross margin

11.5

%

12.8

%

10.0

%

12.7

%

Industrial Services

Net revenues

$

25

$

-

$

25

$

137

$

(38

)

(c)

$

99

Cost of revenues

28

-

28

123

(38

)

(c)

83

(4

)

(a)

2

(b)

Gross profit

$

(3

)

$

-

$

(3

)

$

14

$

2

$

16

Gross margin

(12.0)

%

(12.0)

%

10.2

%

16.2

%

Corporate and Eliminations

Net revenues

$

(9

)

$

-

$

(9

)

$

(3

)

$

-

$

(3

)

Cost of revenues

(9

)

-

(9

)

(3

)

-

(3

)

Total Consolidated

Net revenues

$

803

$

-

$

803

$

858

$

(38

)

(c)

$

820

Cost of revenues

622

(1

)

(a)

618

696

(38

)

(c)

637

(3

)

(b)

(22

)

(a)

1

(b)

Gross profit

$

181

$

4

$

185

$

162

$

21

$

183

Gross margin

22.5

%

23.0

%

18.9

%

22.3

%

Notes:

(a)

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

(b)

Adjustment to reflect annualized depreciation expense of $60 million, which is approximately equivalent to medium to long-term cash capital expenditures, and excludes a portion of depreciation arising from purchase accounting step up to fair value of property and equipment.

(c)

Adjustment to reflect the elimination of amounts related to businesses divested and classified as held-for-sale.

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,

2021

2020

Net cash provided by operating activities (as reported)

$

32

$

55

Less: Purchases of property and equipment

(18

)

(11

)

Free cash flow

$

14

$

44

Add (deduct): Cash payments (sources) related to following items:

Businesses divested

(a)

-

3

Contingent consideration and compensation

(b)

1

-

Business process transformation costs

(c)

6

2

Public company registration, listing and compliance

(d)

-

4

Acquisition expenses

(e)

4

-

COVID-19 relief at Canadian subsidiaries

(f)

(2

)

-

Adjusted free cash flow

$

23

$

53

Adjusted EBITDA

(g)

$

61

$

61

Adjusted free cash flow conversion

37.7

%

86.9

%

Notes:

(a)

Adjustment to reflect the elimination of operating cash and purchases of property and equipment related to businesses divested and classified as held-for-sale.

(b)

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

(c)

Adjustment to reflect the elimination of operating cash used for 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 operating cash used for public company registration, listing and compliance costs.

(e)

Adjustment to reflect the elimination of potential and completed acquisition-related costs.

(f)

Adjustment to reflect the elimination of cash received in Canada for COVID-19 relief, not expected to continue or recur.

(g)

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

Investor Relations Inquiries:

Olivia Walton

Vice President of Investor Relations

Tel: +1 651-604-2773

Email: [email protected]

Media Contact:

Liz Cohen

Kekst CNC

Tel: +1 212-521-4845

Email: [email protected]

Source: APi Group Corporation

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