APi Group Reports Second Quarter 2025 Financial Results and Raises Full-Year 2025 Outlook


31 juli, 13:30

APi Group Corporation (NYSE: APG) (“APi” or the “Company”) today reported its financial results for the three and six months ended June 30, 2025.

Russ Becker, APi’s President and Chief Executive Officer stated: “We enter the second half of 2025 with continued positive momentum across our global business platform. We continue to accelerate organic growth while expanding adjusted EBITDA margins, growing our recurring inspection, service and monitoring business, building on our record backlog, and improving our free cash flow generation. We believe our proven operating model, built on an inspection and service-first strategy, purpose-driven leadership, and a disciplined approach to capital allocation, positions APi for sustained organic growth, margin expansion and value-accretive M&A. We are confident in our leaders’ ability to execute our strategy and deliver against our new 10/16/60+ long-term financial targets creating value for all of our stakeholders."

Second Quarter 2025 Consolidated Results:

Three Months Ended June 30,

2025

2024

Y/Y

Net revenues

$

1,990

$

1,730

15.0

%

Organic net revenue growth (a)

8.3

%

GAAP

Gross profit

$

615

$

544

13.1

%

Gross margin

30.9

%

31.4

%

(50) bps

Net income

$

77

$

69

11.6

%

Diluted EPS

$

0.16

$

0.15

6.7

%

Adjusted non-GAAP comparison

Adjusted gross profit

$

620

$

549

12.9

%

Adjusted gross margin

31.2

%

31.7

%

(50) bps

Adjusted EBITDA

$

272

$

231

17.7

%

Adjusted EBITDA as a % of adjusted net revenues

13.7

%

13.4

%

+30 bps

Adjusted net income

$

164

$

136

20.6

%

Adjusted diluted EPS (b)

$

0.39

$

0.33

18.2

%

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

(a)

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 and divestitures, and the impact of changes due to foreign currency translation.

(b)

Per share data has been adjusted to reflect the three-for-two stock split executed June 30, 2025.

NM = Not meaningful

  • Reported net revenue increased by 15.0% (8.3% organic) driven by acquisitions, strong project revenue growth, pricing improvements, and growth in inspection, service, and monitoring revenues.
  • Reported and adjusted gross margin each decreased 50 basis points compared to prior year period primarily driven by mix, partially offset by pricing improvements across the business.
  • Reported net income was $77 million and diluted EPS was $0.16. Adjusted net income was $164 million and adjusted diluted EPS was $0.39, representing an 18.2% increase compared to prior year period driven by strong adjusted EBITDA growth.
  • Adjusted EBITDA increased by 17.7% (16.7% on a fixed currency basis) compared to the prior year period and adjusted EBITDA margin increased 30 basis points to 13.7%. Growth in adjusted EBITDA was driven by an increase in adjusted gross profit.

Second Quarter 2025 Segment Results:

Safety Services

Three Months Ended June 30,

2025

2024

Y/Y

Safety Services

Net revenues

$

1,362

$

1,176

15.8

%

Organic net revenue growth (a)

5.6

%

GAAP

Gross profit

$

501

$

424

18.2

%

Gross margin

36.8

%

36.1

%

+70 bps

Segment earnings

$

232

$

190

22.1

%

Segment earnings margin

17.0

%

16.2

%

+80 bps

Adjusted non-GAAP comparison

Adjusted gross profit

$

506

$

429

17.9

%

Adjusted gross margin

37.2

%

36.5

%

+70 bps

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

(a)

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 and divestitures, and the impact of changes due to foreign currency translation.

  • Reported net revenue growth of 15.8% (5.6% organic) driven by acquisitions completed in the last year, pricing improvements, and strong growth in both service and project revenues.
  • Reported and adjusted gross margin each increased 70 basis points compared to prior year period driven by disciplined customer and project selection and pricing improvements leading to margin expansion in both service and project revenues.
  • Reported segment earnings increased by 22.1% (21.5% on a fixed currency basis) compared to the prior year period. Segment earnings margin was 17.0%, representing an 80 basis point increase compared to prior year period, primarily due to the increase in adjusted gross margin.

Specialty Services

Three Months Ended June 30,

2025

2024

Y/Y

Specialty Services

Net revenues

$

629

$

555

13.3

%

Organic net revenue growth (a)

13.3

%

GAAP

Gross profit

$

114

$

120

(5.0

)%

Gross margin

18.1

%

21.6

%

(350) bps

Segment earnings

$

71

$

73

(2.7

)%

Segment earnings margin

11.3

%

13.2

%

(190) bps

Adjusted non-GAAP comparison

Adjusted gross profit

$

114

$

120

(5.0

)%

Adjusted gross margin

18.1

%

21.6

%

(350) bps

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

(a)

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 and divestitures, and the impact of changes due to foreign currency translation.

  • Reported net revenue increased by 13.3% (13.3% organic) driven by strong project revenue growth.
  • Reported and adjusted gross margin each decreased by 350 basis points compared to prior year period driven by increased project starts, rising material costs, and weather.
  • Reported segment earnings decreased by 2.7% compared to prior year period. Segment earnings margin was 11.3%, representing a 190 basis point decrease compared to prior year period, primarily due to the decrease in adjusted gross margin, partially offset by favorable fixed cost absorption.

Guidance

APi increases its full-year 2025 guidance for net revenue and adjusted EBITDA.

  • Net Revenues of $7,650 to $7,850 million, up from $7,400 to $7,600 million
  • Adjusted EBITDA of $1,005 to $1,045 million, up from $985 to $1,035 million
  • Adjusted Free Cash Flow Conversion of approximately 75%

APi announces its guidance for the third quarter of 2025.

  • Net Revenues of $1,985 to $2,035 million
  • Adjusted EBITDA of $270 to $280 million

Stock Split

On June 30, 2025, we executed a three-for-two stock split by a payment of a stock dividend of one-half of one share of common stock for each share of common stock. We retained the current par value of $0.0001 per share for all common shares.

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, July 31, 2025. Participants on the call will include Russell A. Becker, President and Chief Executive Officer; G. David Jackola, 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 800-715-9871 or 646-307-1963 and provide Conference ID 4836166. You may also attend and view the presentation (live or by replay) via webcast by accessing the following URL:

https://events.q4inc.com/attendee/962064637

A replay of the call will be available shortly after completion of the live call/webcast via the webcast link above.

About APi:

APi is a global, market-leading business services provider of fire and life safety, security, elevator and escalator, and specialty services with a substantial recurring revenue base and over 500 locations worldwide. 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.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 our acquisitions and restructuring program, and our ability to successfully execute the Company’s bolt-on acquisition strategy to acquire other businesses and successfully integrate them into its operations; (v) failure to fully execute the Company’s inspection first strategy or to realize the expected service revenue from such inspections; (vi) failure to realize expected benefits from the Company’s other business strategies, including the Company’s disciplined approach to customer and project selection, the Company’s asset-light, services-focused business model and its expected impact on future capital expenditures, and the expected efficiencies from the realignment of the Company’s Safety Services segment; (vii) risks associated with the Company’s decentralized business model and participation in joint ventures; (viii) improperly managed projects or project delays; (ix) adverse developments in the credit markets which could impact the Company’s ability to secure financing in the future; (x) the Company’s substantial level of indebtedness; (xi) risks associated with the Company’s contract portfolio; (xii) changes in applicable laws or regulations; (xiii) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (xiv) the impact of a global armed conflict; (xv) 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; (xvi) geopolitical risks; and (xvii) other risks and uncertainties, including those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 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, (c) in the case of adjusted EBITDA, determines certain elements of management’s incentive compensation, and (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 systems and business enablement expenses, business process transformation expenses, 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 and divestitures, amortization of intangible assets, and non-service pension cost are useful because they provide investors with a meaningful perspective on the current underlying performance of the Company’s core ongoing operations.
  • The Company supplements the reporting of its consolidated financial information with certain financial measures, including adjusted EBITDA, a non-GAAP financial measure, which is defined as earnings before interest, taxes, depreciation and amortization, excluding the impact of certain non-cash and other specifically identified items, and segment earnings. Adjusted EBITDA margin is calculated as adjusted EBITDA divided by net revenues. Segment earnings, which is defined as earnings before interest, taxes, depreciation and amortization, excluding the impact of certain non-cash and other specifically identified items, is the measure of profitability used by management to manage its segments and, accordingly, in its segment reporting. Segment earnings margin is calculated as segment earnings divided by net revenue. The Company believes these measures provide meaningful information and help investors understand the Company’s financial results and assess its prospects for future performance. The Company uses adjusted EBITDA and segment earnings to evaluate its performance, both internally and as compared with its peers, because these measures exclude certain items that may not be indicative of the Company’s core operating results.
  • The Company discloses fixed currency net revenues and adjusted EBITDA on a consolidated basis and segment earnings on a segment specific basis to provide a more complete understanding of underlying revenue, adjusted EBITDA, and segment earnings trends by providing net revenues, adjusted EBITDA, and segment earnings 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 2025.
  • 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.
  • 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 and divestitures, systems and business enablement expenses, business process transformation expenses, payments on acquired liabilities, payments made for restructuring programs, impacts of businesses classified as assets held-for-sale and businesses divested, one-time and other events such as post-measurement period purchase accounting adjustments for acquisitions, debt repricing fees, and public offerings. 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.

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, systems and business enablement expenses, business process transformation expenses, one-time and other events such as impairment charges, transaction and other costs related to acquisitions and divestitures, restructuring costs, amortization of intangible assets, and other charges reflected in the Company’s reconciliation of historic numbers, the amount of which, based on historical experience, could be significant.

Additional Information

Following the realignment of our segments in 2025, we have recast all historical segment information in this press release to reflect the move of the HVAC business to the Specialty Services segment.

In addition, following the three-for-two stock split executed on June 30, 2025, all references to the number of shares outstanding, issued shares, and per share amounts of the Company’s common shares have been restated to reflect the effect of the stock split for all periods presented in this press release.

APi Group Corporation

Condensed Consolidated Statements of Operations (GAAP)

(Amounts in millions, except per share data)

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2025

2024

2025

2024

Net revenues

$

1,990

$

1,730

$

3,709

$

3,331

Cost of revenues

1,375

1,186

2,552

2,295

Gross profit

615

544

1,157

1,036

Selling, general, and administrative expenses

472

418

930

810

Operating income

143

126

227

226

Interest expense, net

37

35

75

69

Investment (income) expense and other, net

(2

)

2

(2

)

5

Other expense, net

35

37

73

74

Income before income taxes

108

89

154

152

Income tax provision

31

20

42

38

Net income

$

77

$

69

$

112

$

114

Net loss attributable to common shareholders:

Less income allocable to Series A Preferred Stock

$

(8

)

$

$

(12

)

$

Stock dividend on Series B Preferred Stock

(7

)

Conversion of Series B Preferred Stock

(372

)

Net income (loss) attributable to common shareholders

$

69

$

69

$

100

$

(265

)

Net income (loss) per common share:

Basic

$

0.17

$

0.15

$

0.24

$

(0.68

)

Diluted

0.16

0.15

0.24

(0.68

)

Weighted average shares outstanding:

Basic

415

407

416

391

Diluted

428

414

422

391

APi Group Corporation

Condensed Consolidated Balance Sheets (GAAP)

(Amounts in millions)

(Unaudited)

June 30,
2025

December 31,
2024

Assets

Current assets:

Cash and cash equivalents

$

432

$

499

Accounts receivable, net

1,510

1,444

Inventories

154

143

Contract assets

542

453

Prepaid expenses and other current assets

160

119

Total current assets

2,798

2,658

Property and equipment, net

382

379

Operating lease right of use assets

290

268

Goodwill

3,126

2,894

Intangible assets, net

1,672

1,660

Deferred tax assets

75

57

Pension and post-retirement assets

122

120

Other assets

74

116

Total assets

$

8,539

$

8,152

Liabilities and Shareholders’ Equity

Current liabilities:

Short-term and current portion of long-term debt

$

5

$

4

Accounts payable

524

497

Accrued liabilities

665

704

Contract liabilities

644

590

Operating and finance leases

95

90

Total current liabilities

1,933

1,885

Long-term debt, less current portion

2,751

2,749

Pension and post-retirement obligations

53

48

Operating and finance leases

208

192

Deferred tax liabilities

218

198

Other noncurrent liabilities

205

127

Total liabilities

5,368

5,199

Total shareholders’ equity

3,171

2,953

Total liabilities and shareholders’ equity

$

8,539

$

8,152

APi Group Corporation

Condensed Consolidated Statements of Cash Flows (GAAP)

(Amounts in millions)

(Unaudited)

Six Months Ended June 30,

2025

2024

Cash flows from operating activities:

Net income

$

112

$

114

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

Depreciation and amortization

161

144

Restructuring charges, net of cash paid

(2

)

(10

)

Deferred taxes

(1

)

(1

)

Share-based compensation expense

21

17

Profit-sharing expense

14

11

Non-cash lease expense

56

48

Net periodic pension cost

11

12

Other, net

2

(18

)

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

(229

)

(200

)

Net cash provided by operating activities

$

145

$

117

Cash flows from investing activities:

Acquisitions, net of cash acquired

$

(111

)

$

(606

)

Purchases of property and equipment

(39

)

(44

)

Proceeds from sales of property and equipment

10

27

Net cash used in investing activities

$

(140

)

$

(623

)

Cash flows from financing activities:

Net short-term debt

$

$

Proceeds from long-term borrowings

850

Payments on long-term borrowings

(4

)

(334

)

Repurchases of common stock

(75

)

Proceeds from issuance of common shares

458

Conversion of Series B Preferred Stock

(600

)

Payments of acquisition-related consideration

(2

)

(2

)

Restricted shares tendered for taxes

(20

)

(11

)

Other financing activities

(4

)

Net cash (used in) provided by financing activities

$

(101

)

$

357

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

28

(5

)

Net decrease in cash, cash equivalents, and restricted cash

$

(68

)

$

(154

)

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

501

480

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

$

433

$

326

APi Group Corporation

Reconciliations of GAAP to Non-GAAP Financial Measures

Organic Change in Net Revenues (non-GAAP)

(Unaudited)

Organic change in net revenues

Three Months Ended June 30, 2025

Net revenues
change
(as reported)

Foreign
currency
translation (a)

Net revenues
change
(fixed currency)
(b)

Acquisitions and
divestitures, net (c)

Organic
change in
net revenues (d)

Safety Services

15.8

%

1.4

%

14.4

%

8.8

%

5.6

%

Specialty Services

13.3

%

%

13.3

%

%

13.3

%

Consolidated

15.0

%

0.8

%

14.2

%

5.9

%

8.3

%

Six Months Ended June 30, 2025

Net revenues
change
(as reported)

Foreign
currency
translation (a)

Net revenues
change
(fixed currency)
(b)

Acquisitions and
divestitures, net (c)

Organic
change in
net revenues (d)

Safety Services

14.7

%

(0.3

)%

15.0

%

9.3

%

5.7

%

Specialty Services

3.9

%

%

3.9

%

(0.2

)%

4.1

%

Consolidated

11.3

%

(0.2

)%

11.5

%

6.3

%

5.2

%

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 2025.

(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 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 June 30, 2025.

(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

Three Months Ended June 30,

Six Months Ended June 30,

2025

2024

2025

2024

Gross profit (as reported)

$

615

$

544

$

1,157

$

1,036

Adjustments to reconcile gross profit to adjusted gross profit:

Backlog amortization

(a)

4

3

7

3

Restructuring program related costs

1

2

1

2

Adjusted gross profit

$

620

$

549

$

1,165

$

1,041

Net revenues

$

1,990

$

1,730

$

3,709

$

3,331

Adjusted gross margin

31.2

%

31.7

%

31.4

%

31.3

%

Adjusted SG&A

Three Months Ended June 30,

Six Months Ended June 30,

2025

2024

2025

2024

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

$

472

$

418

$

930

$

810

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

Amortization of intangible assets

(b)

(55

)

(52

)

(112

)

(102

)

Contingent consideration and compensation

(c)

(2

)

(1

)

(4

)

Systems and business enablement

(d)

(18

)

(30

)

Business process transformation expenses

(e)

(7

)

(4

)

(13

)

Acquisition and divestiture related expenses

(f)

(11

)

(8

)

(14

)

(9

)

Restructuring program related costs

(g)

(11

)

(6

)

(14

)

(11

)

Other

(h)

(1

)

(1

)

(3

)

8

Adjusted SG&A expenses

$

376

$

342

$

752

$

679

Net revenues

$

1,990

$

1,730

$

3,709

$

3,331

Adjusted SG&A as a % of net revenues

18.9

%

19.8

%

20.3

%

20.4

%

Notes:

(a)

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

(b)

Adjustment to reflect the addback of amortization expense.

(c)

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

(d)

Adjustment to reflect the elimination of non-recurring expenses related to new systems implementations, information technologies, and other new capabilities.

(e)

Adjustment to reflect the elimination of expenses associated with the integration and reorganization of newly acquired businesses and non-operational costs related to technology and business enhancements, including systems and process development costs.

(f)

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

(g)

Adjustment to reflect the elimination of expenses associated with restructuring programs and related costs.

(h)

Adjustment includes various miscellaneous non-recurring items, such as the gain on the sale of a building, costs associated with the Series B Preferred Stock conversion, elimination of changes in fair value estimates to acquired liabilities, and impairment recorded on disposed assets.

APi Group Corporation

Reconciliations of GAAP to Non-GAAP Financial Measures

EBITDA and adjusted EBITDA (non-GAAP)

(Amounts in millions)

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2025

2024

2025

2024

Net income (as reported)

$

77

$

69

$

112

$

114

Adjustments to reconcile net income to EBITDA:

Interest expense, net

37

35

75

69

Income tax provision

31

20

42

38

Depreciation and amortization

81

75

161

144

EBITDA

$

226

$

199

$

390

$

365

Adjustments to reconcile EBITDA to adjusted EBITDA:

Contingent consideration and compensation

(a)

2

1

4

Non-service pension cost

(b)

5

6

9

10

Systems and business enablement

(c)

18

30

Business process transformation expenses

(d)

7

4

13

Acquisition and divestiture related expenses

(e)

11

8

14

9

Restructuring program related costs

(f)

11

8

14

13

Other

(g)

1

1

3

(8

)

Adjusted EBITDA

$

272

$

231

$

465

$

406

Net revenues

$

1,990

$

1,730

$

3,709

$

3,331

Adjusted EBITDA margin

13.7

%

13.4

%

12.5

%

12.2

%

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 cost, 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 non-recurring expenses related to new systems implementations, information technologies, and other new capabilities.

(d)

Adjustment to reflect the elimination of expenses associated with the integration and reorganization of newly acquired businesses and non-operational costs related to technology and business enhancements, including systems and process development costs.

(e)

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

(f)

Adjustment to reflect the elimination of expenses associated with restructuring programs and related costs.

(g)

Adjustment includes various miscellaneous non-recurring items, such as the gain on the sale of a building, costs associated with the Series B Preferred Stock conversion, elimination of changes in fair value estimates to acquired liabilities, and impairment recorded on disposed assets.

APi Group Corporation

Reconciliations of GAAP to Non-GAAP Financial Measures

Income before income tax, net income and EPS and

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

(Amounts in millions, except per share data)

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2025

2024

2025

2024

Income before income tax provision (as reported)

$

108

$

89

$

154

$

152

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

Amortization of intangible assets

(a)

59

55

119

105

Contingent consideration and compensation

(b)

2

1

4

Non-service pension cost

(c)

5

6

9

10

Systems and business enablement

(d)

18

30

Business process transformation expenses

(e)

7

4

13

Acquisition and divestiture related expenses

(f)

11

8

14

9

Restructuring program related costs

(g)

11

8

14

13

Other

(h)

1

1

3

(8

)

Adjusted income before income tax provision

$

213

$

176

$

348

$

298

Income tax provision (as reported)

$

31

$

20

$

42

$

38

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

Income tax provision adjustment

(i)

18

20

38

30

Adjusted income tax provision

$

49

$

40

$

80

$

68

Adjusted income before income tax provision

$

213

$

176

$

348

$

298

Adjusted income tax provision

49

40

80

68

Adjusted net income

$

164

$

136

$

268

$

230

Diluted weighted average shares outstanding (as reported)

428

414

422

391

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

Dilutive impact of shares from GAAP net loss

(j)

2

Dilutive impact of Series A Preferred Stock

(k)

(5

)

2

6

Dilutive impact of conversion of Series B Preferred Stock

(l)

17

Adjusted diluted weighted average shares outstanding

423

416

422

416

Adjusted diluted EPS

$

0.39

$

0.33

$

0.64

$

0.55

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 cost (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 non-recurring expenses related to new systems implementations, information technologies, and other new capabilities.

(e)

Adjustment to reflect the elimination of expenses associated with the integration and reorganization of newly acquired businesses and non-operational costs related to technology and business enhancements, including systems and process development costs.

(f)

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

(g)

Adjustment to reflect the elimination of expenses associated with restructuring programs and related costs.

(h)

Adjustment includes various miscellaneous non-recurring items, such as the gain on the sale of a building, costs associated with the Series B Preferred Stock conversion, elimination of changes in fair value estimates to acquired liabilities, and impairment recorded on disposed assets.

(i)

Adjustment to reflect an adjusted effective tax rate of 23% which reflects the Company's estimated expectations for taxes to be paid on its adjusted non-GAAP earnings.

(j)

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

(k)

Adjustment reflects the addition of the dilutive impact of 6 million shares associated with the deemed conversion of Series A Preferred Stock, when adjusted for the stock split, offset by the adjustment of the assumed dividend payable to the Series A Preferred Stock holders at year-end.

(l)

Adjustment for the weighted average impact of the Series B Preferred Stock that were convertible into approximately 49 million common shares and were outstanding for two months of the year, when adjusted for the stock split. On February 28, 2024, all Series B Preferred Stock was converted to common stock and there is no longer any dilutive impact from the Series B Preferred Stock.

APi Group Corporation

Adjusted Segment Financial Information (non-GAAP)

(Amounts in millions)

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2025 (a)

2024 (a)

2025 (a)

2024 (a)

Safety Services

Net revenues

$

1,362

$

1,176

$

2,629

$

2,293

Adjusted gross profit

506

429

975

832

Segment earnings

232

190

431

355

Adjusted gross margin

37.2

%

36.5

%

37.1

%

36.3

%

Segment earnings margin

17.0

%

16.2

%

16.4

%

15.5

%

Specialty Services

Net revenues

$

629

$

555

$

1,082

$

1,041

Adjusted gross profit

114

120

190

209

Segment earnings

71

73

100

116

Adjusted gross margin

18.1

%

21.6

%

17.6

%

20.1

%

Segment earnings margin

11.3

%

13.2

%

9.2

%

11.1

%

Total net revenues before corporate and eliminations

(b)

$

1,991

$

1,731

$

3,711

$

3,334

Total segment earnings before corporate and eliminations

(b)

303

263

531

471

Segment earnings margin before corporate and eliminations

(b)

15.2

%

15.2

%

14.3

%

14.1

%

Corporate and Eliminations

Net revenues

$

(1

)

$

(1

)

$

(2

)

$

(3

)

Adjusted EBITDA

(31

)

(32

)

(66

)

(65

)

Total Consolidated

Net revenues

$

1,990

$

1,730

$

3,709

$

3,331

Adjusted gross profit

620

549

1,165

1,041

Adjusted EBITDA

272

231

465

406

Adjusted gross margin

31.2

%

31.7

%

31.4

%

31.3

%

Adjusted EBITDA margin

13.7

%

13.4

%

12.5

%

12.2

%

Notes:

(a)

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

(b)

Calculated from results of the Company's reportable 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)

Three Months Ended June 30, 2025

Three Months Ended June 30, 2024

As Reported

Adjustments

As Adjusted

As Reported

Adjustments

As Adjusted

Safety Services

Net revenues

$

1,362

$

$

1,362

$

1,176

$

$

1,176

Cost of revenues

861

(4

)

(a)

856

752

(3

)

(a)

747

(1

)

(b)

(2

)

(b)

Gross profit

$

501

$

5

$

506

$

424

$

5

$

429

Gross margin

36.8

%

37.2

%

36.1

%

36.5

%

Specialty Services

Net revenues

$

629

$

$

629

$

555

$

$

555

Cost of revenues

515

515

435

435

Gross profit

$

114

$

$

114

$

120

$

$

120

Gross margin

18.1

%

18.1

%

21.6

%

21.6

%

Corporate and Eliminations

Net revenues

$

(1

)

$

$

(1

)

$

(1

)

$

$

(1

)

Cost of revenues

(1

)

(1

)

(1

)

(1

)

Total Consolidated

Net revenues

$

1,990

$

$

1,990

$

1,730

$

$

1,730

Cost of revenues

1,375

(4

)

(a)

1,370

1,186

(3

)

(a)

1,181

(1

)

(b)

(2

)

(b)

Gross profit

$

615

$

5

$

620

$

544

$

5

$

549

Gross margin

30.9

%

31.2

%

31.4

%

31.7

%

Notes:

(a)

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

(b)

Adjustment to reflect the elimination of expenses associated with restructuring programs and related costs.

APi Group Corporation

Reconciliations of GAAP to Non-GAAP Financial Measures

Adjusted Segment Financial Information (non-GAAP)

(Amounts in millions)

(Unaudited)

Six Months Ended June 30, 2025

Six Months Ended June 30, 2024

As Reported

Adjustments

As Adjusted

As Reported

Adjustments

As Adjusted

Safety Services

Net revenues

$

2,629

$

$

2,629

$

2,293

$

$

2,293

Cost of revenues

1,662

(7

)

(a)

1,654

1,466

(3

)

(a)

1,461

(1

)

(b)

(2

)

(b)

Gross profit

$

967

$

8

$

975

$

827

$

5

$

832

Gross margin

36.8

%

37.1

%

36.1

%

36.3

%

Specialty Services

Net revenues

$

1,082

$

$

1,082

$

1,041

$

$

1,041

Cost of revenues

892

892

832

832

Gross profit

$

190

$

$

190

$

209

$

$

209

Gross margin

17.6

%

17.6

%

20.1

%

20.1

%

Corporate and Eliminations

Net revenues

$

(2

)

$

$

(2

)

$

(3

)

$

$

(3

)

Cost of revenues

(2

)

(2

)

(3

)

(3

)

Total Consolidated

Net revenues

$

3,709

$

$

3,709

$

3,331

$

$

3,331

Cost of revenues

2,552

(7

)

(a)

2,544

2,295

(3

)

(a)

2,290

(1

)

(b)

(2

)

(b)

Gross profit

$

1,157

$

8

$

1,165

$

1,036

$

5

$

1,041

Gross margin

31.2

%

31.4

%

31.1

%

31.3

%

Notes:

(a)

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

(b)

Adjustment to reflect the elimination of expenses associated with restructuring programs and related costs.

APi Group Corporation

Reconciliations of GAAP to Non-GAAP Financial Measures

Adjusted Segment Financial Information (non-GAAP)

(Amounts in millions)

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2025

2024

2025

2024

Corporate and Eliminations

Income before income taxes

$

(77

)

$

(74

)

$

(160

)

$

(130

)

Interest expense, net

29

26

58

50

Depreciation

1

2

1

Amortization

1

1

2

2

Systems and business enablement

(a)

11

21

Business process transformation expenses

(b)

6

3

11

Acquisition and divestiture related expenses

(c)

4

8

7

9

Other

(d)

1

1

(8

)

Corporate and Eliminations adjusted EBITDA

$

(31

)

$

(32

)

$

(66

)

$

(65

)

Notes:

(a)

Adjustment to reflect the elimination of non-recurring expenses related to new systems implementations, information technologies, and other new capabilities.

(b)

Adjustment to reflect the elimination of expenses associated with the integration and reorganization of newly acquired businesses and non-operational costs related to technology and business enhancements, including systems and process development costs.

(c)

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

(d)

Adjustment includes various miscellaneous non-recurring items, such as the gain on the sale of a building, costs associated with the Series B Preferred Stock conversion, elimination of changes in fair value estimates to acquired liabilities, and impairment recorded on disposed assets.

APi Group Corporation

Reconciliations of GAAP to Non-GAAP Financial Measures

Change in Segment Earnings (non-GAAP)

(Unaudited)

Change in Segment earnings

Three Months Ended June 30, 2025

Change in
Segment earnings
(public rates) (a)

Foreign
currency
translation (b)

Change in
Segment earnings
(fixed currency) (c)

Safety Services

22.1%

0.6%

21.5%

Specialty Services

(2.7)%

1.4%

(4.1)%

Consolidated

17.7%

1.0%

16.7%

Six Months Ended June 30, 2025

Change in
Segment earnings
(public rates) (a)

Foreign
currency
translation (b)

Change in
Segment earnings
(fixed currency) (c)

Safety Services

21.4%

(0.1)%

21.5%

Specialty Services

(13.8)%

—%

(13.8)%

Consolidated

14.5%

0.2%

14.3%

Notes:

(a)

Segment earnings derived from reconciliations included elsewhere in this press release.

(b)

Adjusted to eliminate the impact of foreign currency on segment earnings amounts, calculated as the difference between segment earnings at public currency rates and segment earnings 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 2025.

(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 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)

Three Months Ended June 30,

Six Months Ended June 30,

2025

2024

2025

2024

Net cash provided by operating activities (as reported)

$

83

$

110

$

145

$

117

Less: Purchases of property and equipment

(27

)

(22

)

(39

)

(44

)

Free cash flow

$

56

$

88

$

106

$

73

Add: Cash payments related to following items:

Contingent compensation

(a)

6

1

11

Systems and business enablement

(b)

26

42

Business process transformation expenses

(c)

8

4

14

Acquisition and divestiture related expenses

(d)

7

8

10

9

Restructuring program related payments

(e)

3

9

12

21

Other

(f)

8

3

11

6

Adjusted free cash flow

$

100

$

122

$

186

$

134

Adjusted EBITDA

(g)

$

272

$

231

$

465

$

406

Adjusted free cash flow conversion

36.8

%

52.8

%

40.0

%

33.0

%

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 non-recurring expenses related to new systems implementations, information technologies, and other new capabilities.

(c)

Adjustment to reflect the elimination of expenses associated with the integration and reorganization of newly acquired businesses and non-operational costs related to technology and business enhancements, including systems and process development costs.

(d)

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

(e)

Adjustment to reflect payments made for restructuring programs and related costs.

(f)

Adjustment includes various miscellaneous non-recurring items, such as elimination of payments made on the Series B Preferred Stock conversion, and payments made related to the debt repricing transaction.

(g)

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

View source version on businesswire.com: https://www.businesswire.com/news/home/20250731404118/en/

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