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      APi Group Reports Fourth Quarter and Full Year 2019 Financial Results

      Combined 2019 net revenues of $4.1 billion

      Combined 2019 adjusted EBITDA of $393 million

      Combined 2019 cash provided by operating activities of $295 million

      2019 combined adjusted free cash flow conversion of 90%


      News provided by

      APi Group Corporation

      Apr 08, 2020, 07:04 ET

      Share this article

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      NEW BRIGHTON, Minn., April 8, 2020 /PRNewswire/ -- APi Group Corporation (OTC:JJAQF; LSE:JTWO) ("APG" or the "Company"), today reported its financial results for the three months and year ended December 31, 2019.

      The Company has classified two subsidiaries in its Industrial Services segment as assets held-for-sale as of December 31, 2019. The results presented in this announcement on an as adjusted basis include non-cash and other specifically identified adjustments in addition to excluding the impact of these two subsidiaries, which represent a combined $290 million and $229 million of net revenues in 2019 and 2018, respectively. In addition, all of the full year 2019 financial results presented in this announcement combine the results of APi Group, Inc. (the "Predecessor") for the period prior to the October 1, 2019 closing of its acquisition by the Company and the results of the Company following such acquisition (the "Successor").

      Fourth Quarter 2019 Highlights:

      • Reported net revenues were $985 million, compared to $992 million in the prior year period
      • Adjusted net revenues grew organically by 1.0% or $9.0 million to $926 million, compared to $917 million in the prior year period
      • Reported gross margin was 20.1%, representing a 208 basis point decline compared to prior year gross margin of 22.2%, primarily due to an additional $22 million in cost of revenues from the amortization of backlog intangible assets recorded in purchase accounting
      • Adjusted gross margin was 23.4%, compared to 23.3% for the same period in 2018
      • Reported operating loss was $138 million, a $151 million decline from prior year operating income of $13 million, which was largely impacted by transaction related and non-recurring expenses
      • Adjusted EBITDA was $109 million or 11.8%, a 97 basis point increase over prior year
      • Reported net loss was $150 million, a $145 million decline from prior year net loss of $5 million, which was largely impacted by transaction related and non-recurring expenses and reported net loss was $0.89 per diluted share
      • Adjusted net income was $61 million, representing a $11 million increase over prior year and adjusted diluted EPS of $0.35, a $0.06 increase over prior year

      Full Year 2019 Highlights:

      • Combined net revenues were $4.1 billion (Predecessor $3.1 billion and Successor $985 million), an increase of $364 million or 9.8% over prior year
      • Adjusted combined net revenues grew 8.7% or $303 million to $3.8 billion, compared to $3.5 billion in the prior year period with segment growth of 4.2% in Safety Services, 9.9% in Specialty Services and 10.7% in Industrial Services
      • Adjusted combined net revenues grew organically by 7.7% or $272 million to $3.8 billion, compared to $3.5 billion in the prior year period with organic growth of 4.5% in Safety Services, 7.0% in Specialty Services and 10.9% in Industrial Services
      • Reported combined gross margin was 19.6%, representing a 151 basis point decline compared to prior year gross margin of 21.1%, primarily due to an additional $22 million in cost of revenues from the amortization of backlog intangible assets recorded in purchase accounting
      • Adjusted combined gross margin was 21.5%, compared to 22.0% in 2018, driven primarily by a decline in the Industrial Services segment
      • Reported combined operating loss was $59 million, a $221 million decline from prior year operating income of $162 million, which was largely impacted by transaction related and non-recurring expenses
      • Adjusted combined EBITDA was $393 million or 10.3%, a 51 basis point increase over prior year
      • Reported combined net loss was $67 million, a $203 million decline from prior year net income of $136 million, which was largely impacted by transaction related and non-recurring expenses, and reported net loss was $1.15 per share
      • Adjusted combined net income of $212 million, representing a $29 million increase over prior year and adjusted combined diluted EPS was $1.22, a $0.17 increase over prior year

      Russ Becker, APi Group's President and Chief Executive Officer said, "Our organic revenue growth and increasing margin profile reflects the continued shift in our business towards more profitable, recurring service opportunities while maintaining a strong adjusted EBITDA margin of 10.3%."

      "Facing the worldwide shock wave of COVID-19 has brought out the best in APi's culture and our leadership organization. I need and want to thank each of our employees for their sacrifices. They have put APi first. The safety, health and well-being of all our employees remains paramount, and we will continue to be proactive in taking measures that we expect to help protect our business and all of our constituencies."

      APi Co-Chairman James E. Lillie added, "We continue to be encouraged by the long-term opportunities that lie ahead for the business. Since joining forces with the APi leadership team we have made progress as planned on all of the short-term milestones and objectives for the Company. The financial results for 2019 speak to the strength of APi's operating model and the team's focus on driving higher margin growth as well as our ability to generate cash and run the business with a strong balance sheet. We believe we are prepared to seize opportunities as we move through 2020 and continue to execute on our long-term goals for the business."

      Conference Call

      APi Group will host a webcast/dial-in conference call to discuss its 2019 financial results at 8:30 a.m. (Eastern Time) on Wednesday, April 8, 2020. Participants on the call will include Russ Becker, President and Chief Executive Officer; Tom Lydon, Chief Financial Officer; James E. Lillie and Sir Martin E. Franklin, Co-Chairmen.

      To listen to the call by telephone, please dial 833-721-2905 or 929-517-9835 and provide Conference ID 2764874. 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/2253890/5C1738E2B85521CA6F22DD67A0557E64

      A replay of the call will be available shortly after completion of the live call on the webcast or by telephone, 855-859-2056 or 404-537-3406.

      About APi

      APi Group is a market-leading business services provider of life safety, specialty and industrial services in over 200 locations, primarily in North America. APi Group provides statutorily mandated 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 https://www.apigroupinc.com/.

      Investor Relations Inquiries:

      Olivia Walton
      Vice President of Investor Relations
      +1 814-312-3981
      email: [email protected]

      Media Contact:

      Liz Cohen
      Kekst CNC
      +1 212-521-4845
      [email protected]

      Forward-Looking Statements and Disclaimers
      This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

      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 ability of the Company to meet the eligibility criteria and effect a registration under the Securities Act of its securities, a listing of its securities on the New York Stock Exchange, its domestication and the timing for such registration, listing and domestication; (ii) the Company's positioning regarding its future business plans and long-term goals; (iii) the Company's strategies for each of its segments and the opportunities in the industries the Company serves; (iv) the impact of the Company's planned divestiture of two subsidiaries in its Industrial Services segment; (v) certain expected 2020 financial results and (vi) the impacts of the COVID-19 pandemic on the future operating and financial performance of the Company, 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, and on the global economy generally; (ii) the ability to recognize the anticipated benefits of the acquisition and of the Company to take advantage of strategic opportunities; (iii) the limited liquidity and trading of the Company's securities; (iv) changes in applicable laws or regulations; (v) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and (vi) 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. Nothing in this announcement constitutes or should be construed as constituting a profit forecast. This announcement contains inside information as defined in article 7 of the Market Abuse Regulation (EU) No 596/2014.

      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 and includes a reconciliation of these non-U.S. GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP. 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's management believes that "adjusted" net revenues, "adjusted" gross margin, "adjusted" SG&A expense, "adjusted" operating income (loss), "adjusted" earnings per share, "adjusted" interest and "adjusted" tax rates, which exclude business transformation and other expenses for the integration of acquired businesses, the impact and results of two subsidiaries in the Company's Industrial Services segment which the Company has classified as assets held-for-sale as of December 31, 2019, and one-time and other events such as impairment charges, share-based compensation, transaction and other costs related to acquisitions, amortization of intangible assets associated with acquisitions, and certain tax benefits from 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 also presents changes in organic net revenues to provide a more complete understanding of underlying revenue trends by providing net revenues on a consistent basis as it excludes the impacts of significant acquisitions, planned or completed divestitures, and changes in foreign currency from year-over-year comparisons.
      • 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 defined as EBITDA excluding the impact of certain non-cash and other specifically identified items ("Adjusted EBITDA"). 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.
      • The Company presents non-U.S. GAAP financial measures on a combined basis to illustrate the impact of the combined Predecessor and Successor periods as a result of the APi Acquisition. The Company believes that these combined measures are useful in understanding the overall operating performance of the combined business during 2019 as compared to the performance in the prior year period and provide a more complete picture of the Company's results after factoring in its current debt and capitalization structure.

      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 December 31, 


      2019


      2018


       (Successor) 


       (Predecessor) 

      Net revenues

      $

      985


      $

      992

      Cost of revenues

      787


      772

      Gross profit

      198


      220

      Selling, general and administrative expenses

      336


      207

      Impairment of goodwill, intangibles and long-lived assets

      -


      -

      Operating income (loss)

      (138)


      13

      Interest expense, net

      16


      8

      Investment income and other, net

      (6)


      4

      Income (loss) before income tax provision

      (148)


      1

      Income tax provision

      2


      6

      Net loss

      $

      (150)


      $

      (5)

      Loss per ordinary share




      Basic

      $

      (0.89)


       NM 

      Weighted average shares outstanding




      Basic

      169.4


       NM 





       * NM - NOT MEANINGFUL 




      APi Group Corporation

      Condensed Consolidated Statements of Operations (GAAP)

      (Amounts in millions, except per share data)

      (Unaudited)



       For the year ended December 31, 2019 


       For the year ended December 31, 2018 



       Period from 




       Year ended 

       January 1, 2019 to 


       Year ended 


       December 31, 2019 

       September 30, 2019 


       December 31, 2018 


       (Successor) 

       (Predecessor) 


       (Predecessor) 

      Net revenues

      $

      985

      $

      3,107


      $

      3,728

      Cost of revenues

      787

      2,503


      2,941

      Gross profit

      198

      604


      787

      Selling, general and administrative expenses

      359

      490


      625

      Impairment of goodwill, intangibles and long-lived assets

      -

      12


      -

      Operating income (loss)

      (161)

      102


      162

      Investment income and other, net

      15

      20


      22

      Other (income) expense, net

      (25)

      (11)


      (6)

      Income (loss) before income tax provision

      (151)

      93


      146

      Income tax provision

      2

      7


      10

      Net income (loss) 

      $

      (153)

      $

      86


      $

      136

      Loss per ordinary share





      Basic and diluted

      $

      (1.15)

       NM 


       NM 

      Weighted average shares outstanding





      Basic and diluted

      133.1

       NM 


       NM 






       * NM - NOT MEANINGFUL 





      APi Group Corporation

      Condensed Consolidated Balance Sheets (GAAP)

      (Amounts in millions)

      (Unaudited)



       December 31, 2019 


       December 31, 2018 





      Assets

       (Successor) 


       (Predecessor) 

      Current assets:




      Cash and cash equivalents

      $

      256


      $

      54

      Accounts receivable, net

      730


      765

      Inventories, net

      58


      56

      Contract assets

      245


      240

      Prepaid expenses and other current assets

      33


      27

      Assets held for sale

      20


      -

      Total current assets

      1,342


      1,142

      Property, plant and equipment, net

      402


      328

      Operating lease right of use assets

      105


      -

      Goodwill

      980


      320

      Intangible assets, net

      1,121


      204

      Other assets

      61


      47

      Total assets

      $

      4,011


      $

      2,041

      Liabilities and Shareholders' Equity




      Current liabilities:




      Short-term debt and current portion of long-term debt

      $

      19


      $

      295

      Accounts payable

      156


      174

      Other accrued liabilities

      355


      327

      Deferred consideration

      73


      -

      Contract liabilities

      193


      203

      Operating and finance leases

      27


      -

      Total current liabilities

      823


      999

      Long-term debt, less current portion

      1,171


      305

      Deferred income taxes

      23


      -

      Operating and finance leases

      95


      -

      Other noncurrent liabilities

      142


      104

      Total liabilities

      2,254


      1,408

      Total shareholders' equity

      1,757


      633

      Total liabilities and shareholders' equity

      $

      4,011


      $

      2,041

      APi Group Corporation

      Condensed Consolidated Statements of Cash Flows (GAAP)

      (Amounts in millions)

      (Unaudited)



      For the years ended 



       Period from 




       Year ended 

       January 1, 2019 to 


       Year ended 


       December 31, 2019 

       September 30, 2019 


       December 31, 2018 


       (Successor) 

       (Predecessor) 


       (Predecessor) 

      Cash flows from operating activities:





      Net income (loss) as reported

      $

      (153)

      $

      86


      $

      136

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





      Depreciation and amortization

      69

      78


      109

      Impairment of goodwill, intangibles and long-lived assets

      -

      12


      -

      Deferred taxes

      (2)

      1


      -

      Share-based compensation expense

      156

      35


      3

      Other, net

      (2)

      -


      (1)

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

      82

      (67)


      (135)

      Net cash provided by operating activities

      150

      145


      112

      Cash flows from investing activities:





      Acquisitions, net of cash acquired

      (2,565)

      (6)


      (234)

      Purchases of property and equipment

      (11)

      (53)


      (74)

      Proceeds from sales of property and equipment

      5

      7


      5

      Advances (payments) on notes receivable, net

      27

      1


      3

      Proceeds of marketable securities, net

      816

      -


      -

      Net cash used in investing activities

      (1,728)

      (51)


      (300)

      Cash flows from financing activities:





      Proceeds from issuance of long-term borrowings and revolving credit line

      1,214

      76


      315

      Payments on long-term borrowings

      -

      (17)


      (12)

      Deferred financing costs paid

      (24)

      -


      (1)

      Payments of acquisition-related contingent consideration

      (2)

      (16)


      (25)

      Proceeds from issuance of ordinary shares and warrant exercise

      210

      -


      -

      Distributions paid

      -

      (53)


      (74)

      Net cash provided by (used in) financing activities

      1,398

      (10)


      203

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

      (1)

      -


      (2)

      Net increase (decrease) in cash and cash equivalents

      (181)

      84


      13

      Cash and cash equivalents at beginning of period

      437

      54


      41

      Cash and cash equivalents at end of period

      $

      256

      $

      138


      $

      54

      APi Group Corporation

      Adjusted Condensed Consolidated Statements of Operations (non-GAAP)

      For the Three Months Ended December 31, 2019 and 2018

       (Amounts in millions, except per share data)

      (Unaudited)



       For the three months ended December 31, 2019 


       For the three months ended December 31, 2018 


       AS REPORTED 




       AS ADJUSTED 


       AS REPORTED 




       AS ADJUSTED 


       Three months ended 




       Three months ended 


       Three months ended 




       Three months ended 


       December 31, 2019 

       Adjustments 



       December 31, 2019 


       December 31, 2018 

       Adjustments 



       December 31, 2018 


       (Successor) 




       (Successor) 


       (Predecessor) 




       (Predecessor) 

      Net revenues

      $

      985

      $

      (59)


       (a) 

      $

      926


      $

      992

      $

      (75)


       (a) 

      $

      917

      Cost of revenues

      787

      (56)


       (a) 

      709


      772

      (69)


       (a) 

      703



      (22)


       (b) 








      Gross profit

      198

      19



      217


      220

      (6)



      214

      Selling, general and administrative expenses

      336

      (5)


       (a) 

      131


      207

      (6)


       (a) 

      132



      (29)


       (b) 




      (11)


       (b) 




      (156)


       (c)  




      (58)


       (d) 




      (15)


       (d)  








      Operating income (loss)

      (138)

      224



      86


      13

      69



      82

      Interest expense, net

      16

      -



      16


      8

      8


       (e) 

      16

      Other (income) expense, net

      (6)

      -



      (6)


      4

      -



      4

      Income (loss) before income tax provision

      (148)

      224



      76


      1

      61



      62

      Income tax provision

      2

      13


       (f) 

      15


      6

      6


       (f) 

      12

      Net income (loss)

      $

      (150)

      $

      211



      $

      61


      $

      (5)

      $

      55



      $

      50













      Earnings (loss) per share












      Basic and diluted

      $

      (0.89)

       NM 



      $

      0.35


       NM 

       NM 



      $

      0.29

      Weighted average shares outstanding












      Basic and diluted

      169.4

      4.5


       (h) 

      173.9


       NM 

      173.9


       (i) 

      173.9













       * NM - NOT MEANINGFUL 












      Notes:


      (a) 

      Adjustment to reflect the elimination of amounts related to businesses classified as held-for-sale as of December 31, 2019.

      (b)

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

      (c)

      Adjustment to reflect the elimination of non-cash, share-based compensation costs, primarily including $155 million for the Founder Preferred Shares dividend rights.

      (d)

      Adjustment to reflect the elimination of the following non-recurring costs in 2019: $5 million of costs related to business process transformation and public company registration, listing and compliance and $10 million of potential and completed acquisition-related costs, and elimination of the following non-recurring costs in 2018: $33 million of contingent consideration related to acquired businesses and $25 million of charges and costs under prior ownership not expected to continue or recur following the APi Acquisition.

      (e) 

      Adjustment to reflect an increase in interest expense of $14 million related to the $1.2 billion of Term Loan at a rate of 4.29% issued in connection with the APi Acquisition and $2 million related to amortization of debt issuance costs and commitment fees, offset by elimination of $8 million of interest expense related to the Predecessor's Term Loan and Revolving Credit Facility.

      (f) 

      Adjustment to reflect the tax effect of adjustments and a restatement of the Company's tax expense to the Company's adjusted effective tax rate of 20% (taking into consideration the approximately $350 million tax asset acquired with the APi Acquisition and including the period from January 1 through September 30, 2019 for both Successor and Predecessor).

      (g) 

      Not used.

      (h)

      Adjustment to reflect the diluted weighted average shares outstanding following the APi Acquisition and includes the dilutive impact associated with the deemed conversion of Founder Preferred Shares and restricted stock units.

      (i) 

      Adjustment to reflect the adjusted, diluted weighted average shares outstanding as if the APi Acquisition had occurred on January 1, 2018. Excludes 64.5 million warrants outstanding, which are exercisable at a price of $11.50 per share for a total of 21.5 million ordinary shares.

      APi Group Corporation

      Adjusted Condensed Consolidated Statements of Operations (non-GAAP)

      For the Year Ended December 31, 2019

       (Amounts in millions, except per share data)

      (Unaudited)



       AS REPORTED 

       AS REPORTED 





       AS ADJUSTED 



       Period from 







       Year ended 

       January 1, 2019 to 

       Year ended 




       Year Ended 


       December 31, 2019 

       September 30, 2019 

       December 31, 2019 

       Adjustments 



       December 31, 2019 


       (Successor) 

       (Predecessor) 

       (Combined) 




       (Combined) 

      Net revenues

      $

      985

      $

      3,107

      $

      4,092

      $

      (290)


       (a) 

      $

      3,802

      Cost of revenues

      787

      2,503

      3,290

      (283)


       (a) 

      3,007





      (22)


       (b) 

      (22)

      Gross profit

      198

      604

      802

      15



      817

      Selling, general and administrative expenses

      359

      490

      849

      (33)


       (a) 

      509





      (54)


       (b) 






      (193)


       (c) 






      (60)


       (d) 


      Impairment of goodwill, intangibles and other assets

      -

      12

      12

      (12)


       (e) 


      Operating income (loss)

      (161)

      102

      (59)

      367



      308

      Interest expense, net

      15

      20

      35

      24


       (f) 

      59

      Other (income) expense, net

      (25)

      (11)

      (36)

      20


       (g) 

      (16)

      Income (loss) before income tax provision

      (151)

      93

      (58)

      323



      265

      Income tax provision

      2

      7

      9

      44


       (h) 

      53

      Net income (loss) 

      $

      (153)

      $

      86

      $

      (67)

      $

      279



      $

      212

      Earnings (loss) per share








      Diluted

      $

      (1.15)

       NM 

      $

      (0.50)

       NM 



      $

      1.22

      Weighted average shares outstanding








      Diluted

      133.1

       NM 

      133.1

      40.5


       (i) 

      173.6









       * NM - NOT MEANINGFUL 








      Notes:


      (a)

      Adjustment to reflect the elimination of amounts related to businesses classified as held-for-sale as of December 31, 2019.

      (b)

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

      (c) 

      Adjustment to reflect the elimination of non-cash, share-based compensation costs, primarily including $155 million for the Founder Preferred Shares dividend rights in 2019 and equity-based compensation related to prior ownership.

      (d) 

      Adjustment to reflect the elimination of the following non-recurring costs: $17 million of costs related to business process transformation and public company registration, listing and compliance, $18 million of charges and costs under prior ownership not expected to continue or recur following the APi Acquisition, and $25 million of potential and completed acquisition-related costs.

      (e) 

      Adjustment to reflect the elimination of non-cash impairment charges related to goodwill and intangibles attributable to one of the Predecessor's acquired business during the period from January 1, 2019 to September 30, 2019.

      (f) 

      Adjustment to reflect an increase in interest expense of $38 million related to the $1.2 billion of Term Loan at a rate of 4.29% issued in connection with the  APi Acquisition and $5 million related to amortization of debt issuance costs and commitment fees, offset by elimination of $19 million of interest expense related to the Predecessor's Term Loan and Revolving Credit Facility.

      (g)

      Adjustment to reflect the elimination of APG investment income prior to the APi Acquisition that is not expected to recur. Cash from these investments was used to fund a portion of the cash consideration for the APi Acquisition.

      (h)

      Adjustment to reflect the tax effect of adjustments and a restatement of the Company's tax expense to the Company's adjusted effective tax rate of 20% (taking into consideration the approximately $350 million tax asset acquired with the APi Acquisition and including the period from January 1 through September 30, 2019 for both Successor and Predecessor).

      (i) 

      Adjustment to reflect the inclusion of 4 million Founder Preferred Shares, convertible to common on a 1:1 basis and the full year impact of 48.5 million shares issued in connection with the APi Acquisition. Excludes 64.5 million warrants outstanding, which are exercisable at a price of $11.50 per share for a total of 21.5 million ordinary shares.


       

      APi Group Corporation

      Adjusted Condensed Consolidated Statements of Operations (non-GAAP)

      For the Year Ended December 31, 2018

       (Amounts in millions, except per share data)

      (Unaudited)




       For the year ended December 31, 2018 


       AS REPORTED 




       AS ADJUSTED 


       Year ended 




       Year ended 


       December 31, 2018 

       Adjustments 



       December 31, 2018 


       (Predecessor) 




       (Predecessor) 

      Net revenues

      $

      3,728

      $

      (229)


       (a) 

      $

      3,499

      Cost of revenues

      2,941

      (211)


       (a) 

      2,730

      Gross profit

      787

      (18)



      769

      Selling, general and administrative expenses

      625

      (15)


       (a) 

      489



      (47)


       (b) 




      (74)


       (d) 


      Operating income (loss)

      162

      118



      280

      Interest expense, net

      22

      35


       (f) 

      57

      Other (income) expense, net

      (6)

      -



      (6)

      Income (loss) before income tax provision

      146

      83



      229

      Income tax provision

      10

      36


       (h) 

      46

      Net income (loss)

      $

      136

      $

      47



      $

      183

      Earnings (loss) per share






      Diluted

       NM 

       NM 



      $

      1.05

      Weighted average shares outstanding






      Diluted

       NM 

      173.6


       (i) 

      173.6







       * NM - NOT MEANINGFUL 






      Notes:


      (a)

      Adjustment to reflect the elimination of amounts related to businesses classified as held-for-sale as of December 31, 2019.

      (b) 

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

      (c) 

      Not used.

      (d) 

      Adjustment to reflect the elimination of the following non-recurring costs: $10 million of costs related to non-recurring operational matters, $30 million of charges and costs under prior ownership not expected to continue or recur following the APi Acquisition, and $34 million of potential and completed acquisition-related costs.

      (e)

      Not used.

      (f) 

      Adjustment to reflect an increase in interest expense of $51 million related to the $1.2 billion of Term Loan at a rate of 4.29% issued in connection with the APi Acquisition and $6 million related to amortization of debt issuance costs and commitment fees, offset by elimination of $22 million of interest expense related to the Predecessor's Term Loan and Revolving Credit Facility.

      (g) 

      Not used.

      (h) 

      Adjustment to reflect the tax effect of adjustments and a restatement of the Company's tax expense to the Company's adjusted effective tax rate of 20% (taking into consideration the approximately $350 million tax asset acquired with the APi Acquisition and including the period from January 1 through September 30, 2019 for both Successor and Predecessor).

      (i) 

      Adjustment to reflect the adjusted, diluted weighted average shares outstanding as if the APi Acquisition had occurred on January 1, 2018. Excludes 64.5 million warrants outstanding, which are exercisable at a price of $11.50 per share for a total of 21.5 million ordinary shares.

      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 


       For the years ended 








       Period from 










       Year ended 

       January 1, 2019 to 

       Year ended 


       Year ended 



       December 31, 2019 


       December 31, 2018 


       December 31, 2019 

       September 30, 2019 

       December 31, 2019 


       December 31, 2018 



       (Successor) 


       (Predecessor) 


       (Successor) 

       (Predecessor) 

       (Combined) 


       (Predecessor) 

      Net income (loss) as reported


      $

      (150)


      $

      (5)


      $

      (153)

      $

      86

      $

      (67)


      $

      136

      Adjustments to reconcile to net income (loss)











      Interest expense, net


      16


      8


      15

      20

      35


      22

      Income tax provision


      2


      6


      2

      7

      9


      10

      Depreciation and amortization


      69


      33


      69

      78

      147


      109

      EBITDA


      $

      (63)


      $

      42


      $

      (67)

      $

      191

      $

      124


      $

      277

      Adjustments to reconcile EBITDA to adjusted EBITDA:











      Businesses classified as held-for-sale

      (a)

      1


      (1)


      1

      23

      24


      (7)

      Impairment of goodwill, intangibles and long-lived assets

      (b)

      -


      -


      -

      12

      12


      -

      Share-based compensation costs

      (c)

      156


      4


      156

      37

      193


      4

      Potential and completed acquisitions expenses

      (d)

      10


      33


      21

      4

      25


      34

      Expenses related to prior ownership

      (e)

      -


      21


      -

      18

      18


      36

      Public company registration, listing and compliance

      (f)

      5


      -


      17

      -

      17


      -

      Investment income

      (g)

      -


      -


      (20)

      -

      (20)


      -

      Adjusted EBITDA


      $

      109


      $

      99


      $

      108

      $

      285

      $

      393


      $

      344












      Adjusted net revenues


      $

      926


      $

      917




      $

      3,802


      $

      3,499

      Adjusted EBITDA as a percentage of adjusted net revenues

      11.8%


      10.8%




      10.3%


      9.8%

      Notes:


      (a) 

      Adjustment to reflect the elimination of amounts related to businesses classified as held-for-sale as of December 31, 2019.

      (b)

      Adjustment to reflect the elimination of non-cash impairment charges related to goodwill and intangibles attributable to one of the Predecessor's acquired business during the period from January 1, 2019 to September 30, 2019.

      (c) 

      Adjustment to reflect the elimination of non-cash, share-based compensation costs, primarily including $155 million for the Founder Preferred Shares dividend rights in 2019 and equity-based compensation related to prior ownership.

      (d) 

      Adjustment to reflect the elimination of contingent consideration related to acquired businesses, transaction expenses associated with the APi Acquisition and other potential and completed acquisition-related costs.

      (e) 

      Adjustment to reflect the elimination of charges and costs under prior ownership not expected to continue or recur following the APi Acquisition.

      (f) 

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

      (g) 

      Adjustment to reflect the elimination of APG investment income prior to the APi Acquisition that is not expected to recur. Cash from these investments was used to fund a portion of the cash consideration for the APi Acquisition.

      APi Group Corporation

      Adjusted Segment Financial Information (non-GAAP)

      (Amounts in millions)

      (Unaudited)



       For the three months ended 


       For the years ended 


       AS ADJUSTED 


       AS ADJUSTED 


       AS ADJUSTED 


       AS ADJUSTED 


       December 31, 2019 


       December 31, 2018 


       December 31, 2019 


       December 31, 2018 









      Safety Services








      Adjusted net revenues

      $

      435


      $

      435


      $

      1,777


      $

      1,705

      Adjusted gross profit

      135


      134


      533


      499

      Adjusted EBITDA

      59


      53


      233


      202









      Adjusted gross profit as a percentage of adjusted net revenues

      31.0%


      30.8%


      30.0%


      29.3%

      Adjusted EBITDA as a percentage of adjusted net revenues

      13.6%


      12.2%


      13.1%


      11.8%









      Specialty Services








      Adjusted net revenues

      $

      386


      $

      334


      $

      1,493


      $

      1,359

      Adjusted gross profit

      70


      61


      238


      219

      Adjusted EBITDA

      50


      38


      174


      146









      Adjusted gross profit as a percentage of adjusted net revenues

      18.1%


      18.3%


      15.9%


      16.1%

      Adjusted EBITDA as a percentage of adjusted net revenues

      13.0%


      11.4%


      11.7%


      10.7%









      Industrial Services (a)








      Adjusted net revenues

      $

      108


      $

      152


      $

      547


      $

      494

      Adjusted gross profit

      12


      19


      46


      51

      Adjusted EBITDA

      12


      15


      36


      38









      Adjusted gross profit as a percentage of adjusted net revenues

      11.1%


      12.5%


      8.4%


      10.3%

      Adjusted EBITDA as a percentage of adjusted net revenues

      11.1%


      9.9%


      6.6%


      7.7%









      Corporate and Eliminations








      Adjusted net revenues

      $

      (3)


      $

      (4)


      $

      (15)


      $

      (59)

      Adjusted EBITDA

      (12)


      (7)


      (50)


      (42)









      Adjusted EBITDA as a percentage of adjusted net revenues

      NM


      NM


      NM


      NM









      Total Consolidated (a)








      Adjusted net revenues

      $

      926


      $

      917


      $

      3,802


      $

      3,499

      Adjusted gross profit

      217


      214


      817


      769

      Adjusted EBITDA

      109


      99


      393


      344









      Adjusted gross profit as a percentage of adjusted net revenues

      23.4%


      23.3%


      21.5%


      22.0%

      Adjusted EBITDA as a percentage of adjusted net revenues

      11.8%


      10.8%


      10.3%


      9.8%









       * NM - NOT MEANINGFUL 








      Notes:


      (a) 

      Adjusted financial information reflects the elimination of amounts related to businesses classified as held-for-sale as of December 31, 2019.

      APi Group Corporation

      Adjusted Segment Financial Information (non-GAAP)

      Reconciliations of GAAP to Non-GAAP Financial Measures

      (Amounts in millions)

      (Unaudited)




       For the three months ended 


       For the years ended 








       Period from 










       Year ended 

       January 1, 2019 to 

       Year ended 


       Year ended 



       December 31, 2019 


       December 31, 2018 


       December 31, 2019 

       September 30, 2019 

       December 31, 2019 


       December 31, 2018 



       (Successor) 


       (Predecessor) 


       (Successor) 

       (Predecessor) 

       (Combined) 


       (Predecessor) 

      Safety Services











      Safety Services EBITDA


      $

      59


      $

      48


      $

      59

      $

      170

      $

      229


      $

      197

      Adjustments to reconcile EBITDA to adjusted EBITDA:










      Share-based compensation costs

      (a)

      -


      -


      -

      2

      2


      -

      Expenses related to prior ownership

      (b)






      2

      2


      -

      Potential and completed acquisitions expenses

      (d)

      -


      5


      -

      -

      -


      5

      Safety Services adjusted EBITDA


      $

      59


      $

      53


      $

      59

      $

      174

      $

      233


      $

      202

      Specialty Services











      Specialty Services EBITDA


      $

      50


      $

      18


      $

      50

      $

      111

      $

      161


      $

      125

      Adjustments to reconcile EBITDA to adjusted EBITDA:










      Impairment of goodwill, intangibles and long-lived assets

      (c)

      -


      -


      -

      12

      12


      -

      Potential and completed acquisitions expenses

      (d)

      -


      20


      -

      -

      -


      21

      Expenses related to prior ownership

      (b)

      -


      -


      -

      1

      1


      -

      Specialty Services adjusted EBITDA


      $

      50


      $

      38


      $

      50

      $

      124

      $

      174


      $

      146

      Industrial Services











      Industrial Services EBITDA


      $

      9


      $

      8


      $

      9

      $

      21

      $

      30


      $

      37

      Adjustments to reconcile EBITDA to adjusted EBITDA:










      Businesses classified as held-for-sale

      (e)

      1


      (1)


      1

      4

      5


      (7)

      Potential and completed acquisitions expenses

      (d)

      2


      8


      2

      (1)

      1


      8

      Industrial Services adjusted EBITDA


      $

      12


      $

      15


      $

      12

      $

      24

      $

      36


      $

      38

      Notes:


      (a)

      Adjustment to reflect the elimination of non-cash, equity-based compensation related to prior ownership.

      (b)

      Adjustment to reflect the elimination of charges and costs under prior ownership not expected to continue or recur following the APi Acquisition.

      (c) 

      Adjustment to reflect the elimination of non-cash impairment charges related to goodwill and intangibles attributable to one of the Predecessor's business during the period from January 1, 2019 to September 30, 2019.

      (d) 

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

      (e) 

      Adjustment to reflect the elimination of amounts related to businesses classified as held-for-sale as of December 31, 2019.

      APi Group Corporation

      Adjusted Segment Financial Information (non-GAAP)

      Reconciliations of GAAP to Non-GAAP Financial Measures

      (Amounts in millions)

      (Unaudited)



       For the year ended December 31, 2019 


       AS REPORTED 

       AS REPORTED 






       AS ADJUSTED 


       Year ended 

       January 1, 2019 to 

       Year ended 





       Year ended 


       December 31, 2019 

       September 30, 2019 

       December 31, 2019 


       Adjustments 



       December 31, 2019 

      Safety Services

       (Successor) 

       (Predecessor) 

       (Combined) 





       (Combined) 

      Net revenues

      $                       435

      $                    1,342

      $                    1,777


      $                            -



      $                    1,777

      Cost of revenues

      310

      944

      1,254


      (10)


       (a) 

      1,244

      Gross profit

      $                       125

      $                       398

      $                       523


      $                         10



      $                       533

      Gross profit as a percentage of net revenues

      28.7%

      29.7%

      29.4%





      30.0%










      Specialty Services









      Net revenues

      $                       386

      $                    1,107

      $                    1,493


      $                            -



      $                    1,493

      Cost of revenues

      324

      939

      1,263


      (8)


       (a) 

      1,255

      Gross profit

      $                         62

      $                       168

      $                       230


      $                           8



      $                       238

      Gross profit as a percentage of net revenues

      16.1%

      15.2%

      15.4%





      15.9%










      Industrial Services









      Net revenues

      $                       167

      $                       670

      $                       837


      $                     (290)


       (b) 

      $                       547

      Cost of revenues

      156

      632

      788


      (283)


       (b) 

      501






      (4)


       (a) 


      Gross profit

      $                         11

      $                         38

      $                         49


      $                         (3)



      $                         46

      Gross profit as a percentage of net revenues

      6.6%

      5.7%

      5.9%





      8.4%










      Corporate and Eliminations









      Net revenues

      $                         (3)

      $                       (12)

      $                       (15)


      $                            -



      $                       (15)

      Cost of revenues

      (3)

      (12)

      (15)


      -



      (15)










      Total Consolidated









      Net revenues

      $                       985

      $                    3,107

      $                    4,092


      $                     (290)


       (b) 

      $                    3,802

      Cost of revenues

      787

      2,503

      3,290


      (283)


       (b) 

      2,985






      (22)


       (a) 


      Gross profit

      $                       198

      $                       604

      $                       802


      $                         15



      $                       817

      Gross profit as a percentage of net revenues

      20.1%

      19.4%

      19.6%





      21.5%

      Notes:


      (a) 

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

      (b) 

      Adjustment to reflect the elimination of amounts related to businesses classified as held-for-sale as of December 31, 2019.

      APi Group Corporation

      Adjusted Segment Financial Information (non-GAAP)

      Reconciliations of GAAP to Non-GAAP Financial Measures

      For the Year Ended December 31, 2018

       (Amounts in millions)

      (Unaudited)



       For the year ended December 31, 2018 


       AS REPORTED 





       AS ADJUSTED 


       Year ended 





       Year ended 


       December 31, 2018 


       Adjustments 



       December 31, 2018 

      Safety Services

       (Predecessor) 





       (Predecessor) 

      Net revenues

      $                             1,705


      -



      $                             1,705

      Cost of revenues

      1,206


      -



      1,206

      Gross profit

      $                                499


      -



      $                                499

      Gross profit as a percentage of net revenues

      29.3%





      29.3%








      Specialty Services







      Net revenues

      $                             1,359


      -



      $                             1,359

      Cost of revenues

      1,140


      -



      1,140

      Gross profit

      $                                219


      -



      $                                219

      Gross profit as a percentage of net revenues

      16.1%





      16.1%








      Industrial Services







      Net revenues

      $                                723


      (229)


       (a) 

      $                                494

      Cost of revenues

      654


      (211)


       (a) 

      443

      Gross profit

      $                                  69


      (18)



      $                                  51

      Gross profit as a percentage of net revenues

      9.5%





      10.3%








      Corporate and Eliminations







      Net revenues

      $                                (59)


      -



      $                                (59)

      Cost of revenues

      (59)


      -



      (59)








      Total Consolidated







      Net revenues

      $                             3,728


      (229)


       (a) 

      $                             3,499

      Cost of revenues

      2,941


      (211)


       (a) 

      2,730

      Gross profit

      $                                787


      $                                (18)



      $                                769

      Gross profit as a percentage of net revenues

      21.1%





      22.0%

      Notes:


      (a) 

      Adjustment to reflect the elimination of amounts related to businesses classified as held-for-sale as of December 31, 2019.

      APi Group Corporation

      Adjusted Segment Financial Information (non-GAAP)

      Reconciliations of GAAP to Non-GAAP Financial Measures

      For the Three Months Ended December 31, 2019 and 2018

       (Amounts in millions)

      (Unaudited)



       For the three months ended December 31, 2019 


       For the three months ended December 31, 2018 


       AS REPORTED 




       AS ADJUSTED 


       AS REPORTED 




       AS ADJUSTED 


       Three months ended 




       Three months ended 


       Three months ended 




       Three months ended 


       December 31, 2019 

       Adjustments 



       December 31, 2019 


       December 31, 2018 

       Adjustments 



       December 31, 2018 


       (Successor) 




       (Successor) 


       (Predecessor) 




       (Predecessor) 

      Safety Services












      Net revenues

      $                    435

      $                         -



      $                    435


      $                    435

      $                         -



      $                    435

      Cost of revenues

      310

      (10)


       (a) 

      300


      301

      -



      301

      Gross profit

      $                    125

      $                      10



      $                    135


      $                    134

      $                         -



      $                    134

      Gross profit as a percentage of net revenues

      28.7%




      31.0%


      30.8%




      30.8%













      Specialty Services












      Net revenues

      $                    386

      $                         -



      $                    386


      $                    334

      $                         -



      $                    334

      Cost of revenues

      324

      (8)


       (a) 

      316


      273

      -



      273

      Gross profit

      $                      62

      $                        8



      $                      70


      $                      61

      $                         -



      $                      61

      Gross profit as a percentage of net revenues

      16.1%




      18.1%


      18.3%




      18.3%













      Industrial Services












      Net revenues

      $                    167

      $                    (59)


       (b) 

      $                    108


      $                    227

      $                    (75)


       (b) 

      $                    152

      Cost of revenues

      156

      (56)


       (b) 

      96


      202

      (69)


       (b) 

      133



      (4)


       (a) 



      -

      -



      -

      Gross profit

      $                      11

      $                        1



      $                      12


      $                      25

      $                      (6)



      $                      19

      Gross profit as a percentage of net revenues

      6.6%




      11.1%


      11.0%




      12.5%













      Corporate and Eliminations












      Net revenues

      $                      (3)

      $                         -



      $                      (3)


      $                      (4)

      $                         -



      $                      (4)

      Cost of revenues

      (3)

      -



      (3)


      (4)

      -



      (4)













      Total Consolidated












      Net revenues

      $                    985

      $                    (59)


       (b) 

      $                    926


      $                    992

      $                    (75)


       (b) 

      $                    917

      Cost of revenues

      787

      (22)


       (a) 

      709


      772

      (69)


       (b) 

      703



      (56)


       (b) 








      Gross profit

      $                    198

      $                      19



      $                    217


      $                    220

      $                      (6)



      $                    214

      Gross profit as a percentage of net revenues

      20.1%




      23.4%


      22.2%




      23.3%

      Notes:


      (a) 

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

      (b) 

      Adjustment to reflect the elimination of amounts related to businesses classified as held-for-sale as of December 31, 2019.

      APi Group Corporation

      Reconciliations of GAAP to Non-GAAP Financial Measures

      EBITDA, Adjusted EBITDA, Free Cash Flow and Adjusted Free Cash Flow and Conversion (non-GAAP)

      For the Year Ended December 31, 2019

       (Amounts in millions)

      (Unaudited)




       For the year ended December 31,  




       Period from 




       Year ended 

       January 1, 2019 to 

       Year ended 



       December 31, 2019 

       September 30, 2019 

       December 31, 2019 



       (Successor) 

       (Predecessor) 

       (Combined) 

      Net cash provided by operating activities (As Reported)


      $

      150

      $

      145

      $

      295

      Less: Purchases of property and equipment


      (11)

      (53)

      (64)

      Free cash flow


      $

      139

      $

      92

      $

      231

      Add: Cash payments related to following items:





      Potential and completed acquisitions expenses

      (a)

      19

      5

      24

      Expenses related to prior ownership

      (b)

      -

      18

      18

      Public company registration, listing and compliance

      (c)

      17

      -

      17

      Settlement of Predecessor stock options

      (d)

      62

      -

      62

      Adjusted free cash flow


      $

      237

      $

      115

      $

      352






      Adjusted EBITDA


      $

      108

      $

      285

      $

      393

      Adjusted free cash flow conversion




      90%

      Notes:


      (a) 

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

      (b)

      Adjustment to reflect the elimination of charges and costs under prior ownership not expected to continue or recur following the APi Acquisition.

      (c)  

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

      (d) 

      Adjustment to eliminate the cash settlement of equity compensation paid by prior ownership at the closing of the APi Acquisition.

      APi Group Corporation

      Reconciliations of GAAP to Non-GAAP Financial Measures

      Organic Revenue Growth (non-GAAP)

       (Unaudited)



       For the year ended December 31, 2019 


       (Combined) 


      AS REPORTED

      Acquisitions




      Net revenue

      and planned 

      Foreign currency

      Organic net


      growth

      divestitures, net (a)

      translation (b)

      revenue growth (c)

      Safety Services

      4.2%

      0.0%

      (0.3%)

      4.5%

      Specialty Services

      9.9%

      2.9%

      -

      7.0%

      Industrial Services

      15.8%

      5.1%

      (0.2%)

      10.9%

      Combined consolidated

      9.8%

      2.2%

      (0.1%)

      7.7%

      Notes:


      (a) 

      Acquisitions include pre-acquisition net revenues in their respective years of acquisition.  Planned divestitures exclude net revenues for both 2019 and 2018 for the Company's businesses held for sale.

      (b) 

      Represents the effect of foreign currency on 2019 reported net revenues, calculated as the difference between the 2019 reported net revenues and the 2019 local currency net revenues converted at the prior year average monthly exchange rates (excluding acquisitions and divestitures).

      (c) 

      Organic net revenue growth provides a consistent basis for year-over-year comparisons in net revenues as it excludes the impacts of acquisitions, planned and completed divestitures, and the impact of changes due to foreign currency translation.

      SOURCE APi Group Corporation

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