Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________________________ FORM 10-K ___________________________________________________ (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39275 _____ ...

Financial Data and Key Metrics Changes - In 2024, net revenues grew by 1.3% to a record $7 billion, driven by acquisitions and strong organic growth in inspection, service, and monitoring revenues [12][10] - Adjusted EBITDA margins expanded by 140 basis points to 12.7%, with adjusted free cash flow conversion improving from 69% in 2023 to 75% in 2024 [11][14] - Adjusted diluted earnings per share for Q4 2024 was $0.51, a 16% increase compared to the prior year [23] Business Line Data and Key Metrics Changes - Safety Services revenues for Q4 2024 increased by 13% to $1.40 billion, with organic growth of 4.7% driven by double-digit inspection revenue growth [24] - Specialty Services revenues decreased by 11.8% to $463 million, impacted by divestitures and project delays [27] - Adjusted gross margin for Safety Services was 35.7%, while Specialty Services reported a margin of 17.3%, reflecting a decrease due to lower fixed cost absorption [25][28] Market Data and Key Metrics Changes - The company achieved double-digit growth in inspection revenues in the U.S. Life Safety business for the year, marking the 18th consecutive quarter of growth in this area [13] - The international business has improved significantly, with less than 5 loss-making branches at the start of 2025, down from over 50 at the time of acquisition [20] Company Strategy and Development Direction - The company aims to increase the mix of inspection, service, and monitoring revenues from 54% in 2024 to a long-term target of 60% [11] - The acquisition of Elevated marks entry into the $10 billion-plus elevator and escalator services market, with plans to build a $1 billion-plus platform through organic growth and M&A [16][17] - The company is focused on disciplined customer and project selection, pricing improvements, and strategic M&A to enhance shareholder value [14][15] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in returning to traditional rates of organic growth in 2025, driven by strong inspection, service, and monitoring revenues [18] - The company anticipates continued margin expansion and free cash flow growth, with a target of approximately 75% conversion for 2025 [32][30] - Management noted that project delays experienced in 2024 are largely behind them, with a more normal operating environment expected in 2025 [56][60] Other Important Information - The company has approximately $400 million remaining on its share repurchase program, reflecting a strong balance sheet and flexibility for capital deployment [15] - The company successfully remediated all prior year material weaknesses in internal controls over financial reporting as of December 31, 2024 [30] Q&A Session Summary Question: Key variables driving EBITDA margin expansion - Management highlighted disciplined customer and project selection, improved revenue mix, pricing, procurement opportunities, and Chubb value capture as key drivers for EBITDA margin expansion [39][40][41][42] Question: Managing business through economic downturns - Management emphasized the resilience of their business model, focusing on inspection, service, and monitoring to mitigate economic fluctuations [48][49][50] Question: Status of project delays - Management indicated that most project delays from the previous year are resolved, with ongoing work progressing as expected [60][62] Question: M&A expectations for the year - The company plans to spend approximately $250 million on bolt-on M&A, focusing on fire, life safety, and elevator services, while remaining disciplined in their approach [84][85][86] Question: Revenue guidance drivers - Management noted that continued acceleration in service revenue and project revenue growth will be critical to achieving the high end of revenue guidance [98][99][100] Question: Strategic outlook and valuation considerations - Management is evaluating all aspects of the business for long-term margin expansion, including selective pruning of underperforming segments [106][107][108]

Q4 2024 Earnings Call February 26, 2025 Forward Looking Statements and Disclaimers Please note that in this presentation 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," "antic ...

APi Group Corporation (NYSE:APG) Q4 2024 Earnings Conference Call February 26, 2025 8:30 AM ET Company Participants Adam Fee - Vice President, Investor Relations Russell Becker - President and Chief Executive Officer David Jackola - Interim Chief Financial Officer Conference Call Participants David Paige - RBC Capital Markets Kathryn Thompson - Thompson Research Group Tim Mulrooney - William Blair Josh Chan - UBS Harold Antor - Jefferies Andy Wittmann - Baird Jon Tanwanteng - CJS Securities Operator Good mo ...

Core Insights - APi reported revenue of $1.86 billion for the quarter ended December 2024, reflecting a year-over-year increase of 5.8% and surpassing the Zacks Consensus Estimate of $1.84 billion by 1.09% [1] - Earnings per share (EPS) for the quarter was $0.51, up from $0.44 in the same quarter last year, representing a surprise of 6.25% against the consensus estimate of $0.48 [1] Revenue Breakdown - Safety Services generated net revenues of $1.40 billion, exceeding the average estimate of $1.36 billion by analysts, with a year-over-year growth of 13% [4] - Specialty Services reported net revenues of $463 million, falling short of the average estimate of $485.28 million, marking an 11.8% decline year-over-year [4] - Corporate and Eliminations segment showed net revenues of -$1 million, better than the estimated -$2 million, but reflecting a significant year-over-year decrease of 75% [4] Stock Performance - APi's shares have returned +8.1% over the past month, contrasting with a -2.3% change in the Zacks S&P 500 composite [3] - The stock currently holds a Zacks Rank 4 (Sell), indicating potential underperformance relative to the broader market in the near term [3]

分组1 - APi reported quarterly earnings of $0.51 per share, exceeding the Zacks Consensus Estimate of $0.48 per share, and up from $0.44 per share a year ago, representing an earnings surprise of 6.25% [1] - The company posted revenues of $1.86 billion for the quarter ended December 2024, surpassing the Zacks Consensus Estimate by 1.09%, compared to $1.76 billion in the same quarter last year [2] - APi shares have increased approximately 11.5% since the beginning of the year, outperforming the S&P 500's gain of 1.3% [3] 分组2 - The current consensus EPS estimate for the upcoming quarter is $0.40 on revenues of $1.71 billion, and for the current fiscal year, it is $2.08 on revenues of $7.42 billion [7] - The Zacks Industry Rank indicates that the Business - Services sector is currently in the bottom 37% of over 250 Zacks industries, suggesting potential underperformance compared to higher-ranked industries [8]

Loan Refinancing and Amendments - The Borrower requested to incur a tranche of "Refinancing Incremental Term Loans" in an aggregate amount not less than $2,157,391,086.86 to refinance existing loans[5]. - The Repriced 2021 Incremental Term Loans will have the same terms as the Existing 2021 Incremental Term Loans, except for specified amendments[10]. - The cash proceeds from the Repriced 2021 Incremental Term Loans will be applied toward repayment of the outstanding principal amount of the Existing 2021 Incremental Term Loans[11]. - All interest accrued on the Existing 2021 Incremental Term Loans prior to the Funding Date will be paid on the Funding Date[14]. - The execution and delivery of this Amendment do not impair the validity or priority of the Liens granted under any Loan Document[22]. - The Borrower will provide notice to the Administrative Agent prior to 11:00 a.m. on the Business Day before the Funding Date specifying the amount of Repriced 2021 Incremental Term Loans to be borrowed[12]. - The Borrower will pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with this Amendment[26]. - The Repriced 2021 Incremental Term Loans will be made available to the Borrower in funds immediately available on the Funding Date[12]. - The Amendment will become effective on the Funding Date when all specified conditions are satisfied or waived[23]. - The Borrower must provide executed legal opinions from Kane Kessler P.C. and local counsel for Loan Parties, with a deadline of 30 days post-Funding Date if necessary[27]. - Each relevant Lender must receive a Term Loan Note at least five Business Days before the Funding Date[28]. - Documentation required by bank regulatory authorities must be provided at least ten Business Days prior to the Funding Date[29]. - A solvency certificate from a financial officer of Holdings is required, confirming that Holdings and its Subsidiaries are solvent before and after the transactions[31]. - An officer's certificate must certify that all representations and warranties are true as of the Funding Date, with no Defaults existing[33]. - The Borrower must pay all accrued but unpaid interest on the Existing 2021 Incremental Term Loans concurrently with the Funding Date[34]. - The Loan Parties must enter into additional Collateral Documents within 30 days after the Funding Date as required by the Administrative Agent[36]. - The Repriced 2021 Incremental Term Loans will constitute "Obligations" under the Amended Credit Agreement upon funding[47]. - The Borrower and Administrative Agent will treat the Repriced 2021 Incremental Term Loans as not qualifying as a "grandfathered obligation" under FATCA[52]. - BofA Securities, Inc. and other firms are appointed as joint lead arrangers for the Repriced 2021 Incremental Term Loans[54]. Company Structure and Operations - The company has a total of 84 subsidiary guarantors listed, indicating a broad operational structure[59]. - The company has a diverse portfolio of subsidiaries across various sectors, enhancing its market presence and operational capabilities[59]. - The company is represented by multiple authorized signatories, indicating a structured governance and compliance framework[66][72]. - The company has established a significant presence in international markets, as evidenced by its subsidiaries in Canada and the Netherlands[60][66]. - The company is committed to maintaining its financial agreements and has received no notice of revocation of its power of attorney, ensuring continuity in its operations[74][75]. - The company is leveraging its subsidiary structure to optimize its financial strategies and enhance operational efficiency[59]. - The company is positioned for future growth through strategic financial management and a robust network of subsidiary guarantors[59]. Financial Management and Strategy - API Group Corporation has undergone multiple amendments to its credit agreement, with the latest amendment dated October 11, 2023[95]. - The company has a commitment to maintain its financial obligations as outlined in the credit agreement, ensuring liquidity and operational stability[96]. - The credit agreement includes provisions for incremental amendments, allowing for flexibility in funding and capital management strategies[95]. - API Group Corporation is focused on managing its debt levels effectively, with specific terms related to loan repayments and interest rates outlined in the agreement[96]. - The company is exploring opportunities for market expansion and potential acquisitions as part of its growth strategy, supported by its financial framework[95]. - The credit agreement emphasizes the importance of compliance with financial covenants to maintain favorable lending terms[96]. - API Group Corporation is committed to transparency in its financial reporting and adherence to legal and regulatory requirements[95]. - The company is actively monitoring its financial performance metrics to ensure alignment with its strategic objectives[96]. - API Group Corporation's financial strategy includes provisions for managing foreign currency risks associated with its operations[95]. - The company is focused on enhancing its capital structure to support ongoing investments in new technologies and product development[96]. Loan Amounts and Terms - The company secured initial term loans totaling $1,200,000,000 and revolving credit commitments of $300,000,000 during the APi acquisition[107]. - An additional $250,000,000 was extended through the 2020 Incremental Amendment, with a maturity date set for October 1, 2026[113]. - The 2021 Incremental Amendment increased revolving credit commitments by $200,000,000 and extended the maturity date[107]. - The company replaced the US LIBO Rate with Term SOFR as part of the 2023 US LIBO Rate Replacement Amendment[107]. - The 2023 Repricing and Maturity Extension Amendment reduced the applicable rate for initial term loans and 2021 incremental term loans[108]. - The 2024 Incremental Amendment provided an additional $300,000,000 in incremental term loans[108]. - The company has made several amendments to its credit agreement to optimize its financing structure and reduce costs[107]. - The total amount of 2021 Incremental Term Loans was adjusted to include new incremental loans that are fungible with existing loans[108]. - The aggregate amount of 2021 Incremental Term Loan Commitments is $1,100,000,000, which will be reduced to zero upon funding[121]. - The Applicable Rate for the 2021 Incremental Term Loan is 1.75% per annum for Term SOFR Loans and 0.75% per annum for Base Rate Loans if corporate ratings meet specified criteria[154]. Amendments and Definitions - The 2023 Repricing and Maturity Extension Amendment became effective on October 11, 2023[126]. - The 2024 Repricing and Maturity Extension Amendment is set to become effective on May 10, 2024[130]. - The 2025 Term Loan Repricing Amendment is scheduled to take effect on February 14, 2025[132]. - The 2021 Incremental Term Loan Maturity Date is the seventh anniversary of the 2021 Incremental Amendment Funding Date[123]. - The definition of Acquired Indebtedness includes debt existing at the time of a merger or acquisition, provided it was not incurred for the purpose of the acquisition[135]. - The definition of Asset Sale excludes transactions valued at not more than $5,000,000 from being classified as an "Asset Sale" under the Agreement[157]. - The Adjusted Eurocurrency Rate is defined as the greater of 0.00% per annum or the product of the Eurocurrency Rate and Statutory Reserves[137]. - The definition of Adjusted Term SOFR includes a floor rate to ensure it does not fall below a specified minimum[138]. - The "Available Amount" is defined as a cumulative amount of at least $50,000,000 plus net cash proceeds from equity interests and other specified sources[164]. - Holdings must contribute a minimum of $1,250,000,000 to the capital of the Initial Borrower[181]. - The cumulative amount of Excess Cash Flow for fiscal years after the Closing Date is considered in determining the Available Amount[166]. - The definition of "Base Rate" includes the highest of several rates, including the Federal Funds Effective Rate plus 0.5%[171]. - The "Benchmark" for amounts denominated in Dollars is initially set as Term SOFR[173]. - The "Benchmark Replacement" will be determined based on market conventions and may include adjustments[174]. - The "Bail-In Action" refers to the exercise of write-down and conversion powers by the applicable resolution authority[168]. - "Capital Expenditures" include net additions to property, plant, and equipment as per GAAP[194]. - The "Business Day" is defined as any day other than weekends or holidays when banks are closed[187]. - The "Beneficial Ownership Certification" is required under the Beneficial Ownership Regulation[178]. Acquisitions and Control - The Chubb Group Acquisition involves the acquisition of Chubb Limited and its subsidiaries by the company from Carrier Investments UK Limited[199]. - The Chubb Acquisition Agreement was dated July 26, 2021, and includes multiple parties such as Carrier Global Corporation and Chubb Limited[199]. - The company has defined "Change of Control" events that could impact its equity securities and subsidiaries[198]. - The company emphasizes the importance of maintaining Wholly-Owned Restricted Subsidiaries to avoid triggering Change of Control events[198]. - The company has outlined the implications of a "Change of Control" on its indebtedness and the potential for early repayment or redemption[198].

Group 1 - The core thesis for APi Group (NYSE: APG) is its strong position to continue gaining market share, supported by a recent acquisition [1] - The investment strategy focuses on identifying undervalued companies with long-term growth potential, emphasizing the importance of buying quality companies at a discount to their intrinsic value [1]

Company Overview - Apogee Therapeutics, Inc. (NASDAQ: APGE) focuses on developing biologics for immune and inflammatory (I&I) conditions [1] - The company's pipeline includes innovative monoclonal antibodies such as APG777, APG808, and APG990, each targeting specific pathways within the inflammatory response [1] Product Pipeline - APG777's initial indication is for atopic conditions, indicating a targeted approach in addressing specific inflammatory responses [1]

Financial Data and Key Metrics Changes - Reported revenues for Q3 2024 increased by 2.4% to $1.83 billion compared to $1.78 billion in the prior year, driven by strong organic growth in service revenues of 9% in the Safety Services segment [20] - Adjusted EBITDA increased by 9.4% for Q3 2024, with an adjusted EBITDA margin of 13.4%, representing an 80 basis point increase compared to the prior year [21] - Adjusted diluted earnings per share for Q3 was $0.51, a 6.3% increase compared to the prior year [21] Business Line Data and Key Metrics Changes - Safety Services reported revenues for Q3 2024 increased by 9.7% to $1.34 billion, with double-digit organic growth in inspection revenues [22] - Specialty Services reported revenues declined by 13.4% to $493 million, primarily due to divestitures and project delays [25] - Core Life Safety represents over 65% of total APi net revenues, with a record high backlog of approximately $2 billion, up 5% organically versus the prior year [15] Market Data and Key Metrics Changes - The company faced temporary revenue headwinds in Q2 and Q3 2024 due to unexpected project delays, with an estimated total impact of approximately $150 million on 2024 net revenues [13] - The backlog in the North American safety business is at $2 billion, the highest it has ever been, indicating strong visibility into future growth [69] Company Strategy and Development Direction - The company aims for a 13% plus adjusted EBITDA margin target by year-end 2025 as part of its 13/60/80 Shareholder Value Creation Framework [7] - The strategy focuses on disciplined customer and project selection, margin expansion initiatives, and increasing the mix of higher-margin recurring service revenues [11][19] - The company plans to continue executing its strategy, accelerate organic growth, and expand its bolt-on M&A program [10][18] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in returning to organic growth in 2025, supported by a healthy backlog and ongoing project activity [42][70] - The company anticipates a normal year in 2025, with project growth expected in the low to mid-single digits and service growth in the mid to high single digits [78] - Management highlighted the importance of maintaining pricing power despite moderating inflation, particularly in the inspection and service segments [60][62] Other Important Information - The company expects full-year reported net revenues of approximately $7 billion, revised down from the previous guidance of $7.15 billion due to project delays [29] - Adjusted free cash flow for Q3 2024 was $227 million, reflecting a conversion rate of 93%, with expectations to finish the year at or above 75% conversion [27][28] Q&A Session Summary Question: Timeline to reach $1 billion in EBITDA - Management indicated that the $1 billion EBITDA target is a near-term benchmark with no specific date set, but they believe they have the momentum to achieve it [35] Question: M&A environment and pipeline - Management reported a robust pipeline for bolt-on M&A, with a successful track record of approximately $100 million in acquisitions last year and continued momentum into 2024 [36] Question: Confidence in project recovery by year-end - Management expressed confidence that project delays are temporary and that backlog growth supports a return to normal project activity [40][42] Question: Drivers of margin expansion - Management attributed margin expansion to the inspection-first strategy, improved project selection, and the pruning of underperforming contracts [46][48] Question: Customer and employee retention post-acquisition - Management reported high retention rates and positive integration progress with Elevated, with ongoing cross-selling opportunities being explored [52][54] Question: Outlook for adjusted results convergence - Management expects restructuring and business transformation costs to decrease by 2025, leading to a closer alignment between GAAP and adjusted results [58][59] Question: Pricing power in a moderating inflation environment - Management confirmed that they continue to take price increases, particularly in labor-intensive segments, despite moderating inflation [60][62] Question: Backlog growth and market opportunities - Management confirmed that backlog continues to grow and is healthier than in previous years, with strong opportunities in core markets like data centers and healthcare [74][75]