APi Group Corporation

10/30/2025 | Press release | Distributed by Public on 10/30/2025 10:21

Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") section should be read in conjunction with the interim unaudited condensed consolidated financial statements (the "Interim Statements") and related notes included in this quarterly report, and the Company's 2024 audited annual consolidated financial statements, the related notes thereto and under the heading "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and other disclosures contained in our Annual Report on Form 10-K, including financial results for the year ended December 31, 2024. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those discussed in these forward-looking statements. Factors that might cause a difference include, but are not limited to, those discussed under the "Cautionary Note Regarding Forward Looking Statements" section of this quarterly report.
We prepare our financial statements in accordance with generally accepted accounting principles in the United States of America ("GAAP"). To supplement our financial results presented in accordance with GAAP in this MD&A section, we present EBITDA, which is a non-GAAP financial measure, to assist readers in understanding our performance and provide an additional perspective on trends and underlying operating results on a period-to-period comparable basis. Non-GAAP financial measures either exclude or include amounts not reflected in the most directly comparable measure calculated and presented in accordance with GAAP. Where a non-GAAP financial measure is used, we have provided the most directly comparable measure calculated and presented in accordance with GAAP, a reconciliation to the GAAP measure and a discussion of the reasons why management believes this information is useful to it and may be useful to investors.
Unless the context otherwise requires, all references in this section to "APG," the "Company", "we," "us," and "our" refer to APi Group Corporation and its subsidiaries.
Overview
We are 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. We provide 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 that deliver innovative solutions to our customers.
We operate our business under three primary operating segments, which aggregate to our two reportable segments:
Safety Services- A leading provider of safety services in North America, Europe, and Asia-Pacific, focusing on end-to-end integrated occupancy systems (fire protection solutions, entry systems, and elevators and escalators), including design, installation, inspection, and service of these integrated systems. The work performed within this segment spans across industries and facilities and includes commercial, education, healthcare, high tech, industrial, and special-hazard settings.
Specialty Services- A leading provider of a variety of infrastructure services and specialized industrial plant services, which include maintenance and repair of critical infrastructure such as underground electric, gas, water, sewer, and telecommunications infrastructure, as well as design, installation, inspection, and service of Heating, Ventilation, and Air Conditioning ("HVAC") systems. Our services include engineering and design, fabrication, installation, maintenance service and repair, retrofitting and upgrading, pipeline infrastructure, access and road construction, supporting facilities, and performing ongoing integrity management and maintenance to customers within the energy industry. Customers within this segment vary from private and public utilities, communications, healthcare, education, transportation, manufacturing, industrial plants and governmental agencies throughout North America.
In January 2025, due to a change in the way the businesses are managed, we realigned our segments by moving the HVAC business from Safety Services to Specialty Services. As a result, beginning in January 2025, HVAC business leadership responsibility and full accountability was transferred to report through the Specialty Services segment and information for the HVAC business is combined with the Specialty Services segment within the information reviewed by the CODM. As such, we have recast all historical segment information to reflect current period presentation.
We focus on growing our recurring revenues and repeat business from our diversified long-standing customers across a variety of end markets, which we believe provides us with stable cash flows and a platform for organic growth. We believe maintenance and service revenues are generally more predictable through contractual arrangements with typical terms
ranging from days to three years, with the majority having short durations and are often recurring due to consistent renewal rates and long-standing customer relationships.
For financial information about our segments see Note 17 - "Segment Information" to our condensed consolidated financial statements included herein.
RECENTDEVELOPMENTSANDCERTAINFACTORSANDTRENDSAFFECTINGOURRESULTSOFOPERATIONS
Acquisitions
For information about our acquisition activity, see Note 3 - "Business Combinations" to our condensed consolidated financial statements included herein.
Stock Split
On June 30, 2025, we executed a three-for-two stock split by issuing a stock dividend of one-half of one share of common stock for each share of common stock.
For additional information about our stock split, see Note 15 - "Shareholders' Equity and Redeemable Convertible Preferred Stock" to our condensed consolidated financial statements included herein.
Restructuring
During 2022, we announced our multi-year Chubb restructuring program designed to drive efficiencies and synergies and optimize operating margin. The Chubb restructuring program included expenses related to workforce reductions, lease termination costs, and other facility rationalization costs. As of June 30, 2025, the Chubb restructuring program has ended and no additional expenses are expected.
During the nine months ended September 30, 2025, we incurred no pre-tax restructuring costs within the Safety Services segment in connection with the Chubb restructuring program.
For additional information about our restructuring activity, see Note 4 - "Restructuring" to our condensed consolidated financial statements included herein.
Economic, Industry and Market Factors
We closely monitor the effects of general changes in economic and market conditions on our customers. General economic and market conditions can positively or negatively affect demand for our customers' products and services, which can impact their planned capital and maintenance budgets in certain end markets. Market, regulatory, and industry factors could affect demand for our services. Availability of transportation and transmission capacity and fluctuations in market prices for energy and other fuel sources can also affect demand for our services for pipeline and power generation construction services. These fluctuations, as well as the highly competitive nature of our industries, have resulted, and may continue to result, in lower proposals and lower profit on the services we provide. Increased volatility in the global economy, and the recently announced increased tariffs on imported goods by the United States, Canada, and other countries, may also impact the financial results of some of our businesses. These tariffs have a direct impact on the cost of certain materials utilized in the services we provide and will increase the overall cost of projects which could lower project activity and impact the demand for our services. In the face of increased cost pressure on key materials or other market developments, we strive to maintain our profit margins through productivity improvements, cost reduction programs, pricing adjustments, and business streamlining efforts. Increased competition for skilled labor resources and higher labor costs can reduce our profitability and impact our ability to deliver timely service to our customers. We could experience supply chain disruptions, which could negatively impact the source and supply of materials needed to perform our work. In addition, fluctuations in foreign currencies may have an impact on our financial position and results of operations. However, we believe that our exposure to transactional gains or losses resulting from changes in foreign currencies is limited because our foreign operations primarily invoice and collect receivables in their respective local or functional currencies, and the expenses associated with these transactions are generally contracted and paid for in the same local currencies. In cases where operational transactions represent a material currency risk, we generally enter into cross-currency swaps. Refer to Note 8 - "Derivatives" to our condensed consolidated financial statements included in this quarterly report for additional information on our hedging activities. While we actively monitor economic, industry and market factors that could affect our business, we cannot predict the effect that changes in such factors may have on our future consolidated results of operations, liquidity, and cash flows, and we may be unable to fully mitigate, or benefit from, such changes.
Effect of Seasonality and Cyclical Nature of Business
Our net revenues and results of operations can be subject to variability stemming from seasonal and other variations. Seasonal variations can be influenced by weather conditions impacting customer spending patterns, contract award seasons, and project schedules, as well as the timing of holidays. Consequently, net revenues for our businesses are typically lower during the first and second quarters due to the prevalence of unfavorable weather conditions within our North American companies, which can cause project delays and affect productivity.
Additionally, the industries we serve can be cyclical. Fluctuations in end-user demand, or in the supply of services within those industries, can affect demand for our services. As a result, our business may be adversely affected by industry declines or by delays in new projects. Variations or unanticipated changes in project schedules in connection with large projects can create fluctuations in net revenues.
Recent Accounting Pronouncements
A summary of recent accounting pronouncements is included in Note 2 - "Recent Accounting Pronouncements" to our condensed consolidated financial statements included herein.
DESCRIPTIONOFKEYLINEITEMS
Net revenues
Net revenues are generated from the sale of various types of contracted services, fabrication, and distribution. We derive net revenues primarily from services under contractual arrangements with durations ranging from days to three years, with the majority having durations of less than six months, and which may provide the customer with pricing options that include a combination of fixed, unit, or time and material pricing. Net revenues for fixed price agreements are generally recognized over time using the cost-to-cost method of accounting which measures progress based on the cost incurred to total expected cost in satisfying our performance obligation.
Net revenues from time and material contracts are recognized as the services are provided. Net revenues earned are based on total contract costs incurred plus an agreed upon markup. Net revenues for these cost-plus contracts are recognized over time on an input basis as labor hours are incurred, materials are utilized, and services are performed. Net revenues from wholesale or retail unit sales are recognized at a point-in-time upon shipment.
Cost of revenues
Cost of revenues consists of direct labor, materials, subcontract costs, and indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. Labor costs are considered to be incurred as the work is performed. Subcontractor labor is recognized as the work is performed.
Gross profit
Our gross profit is influenced by direct labor, materials, and subcontract costs. Our profit margins are also influenced by raw material costs, contract mix, weather, and proper coordination with contract providers. Labor-intensive contracts usually drive higher margins than those contracts that include material, subcontract, and equipment costs.
Selling, general, and administrative ("SG&A") expenses
Selling expenses consist primarily of compensation and associated costs for sales and advertising, trade shows, and corporate marketing. General and administrative expenses consist primarily of compensation and associated costs for executive management, personnel, facility leases, impairment, administrative expenses associated with accounting, finance, legal, information systems, leadership development, human resources, and risk management, and overhead associated with these functions. General and administrative expenses also include outside professional fees, and other corporate expenses.
Amortization of intangible assets
Amortization expense reflects the charges incurred to amortize our finite-lived identifiable intangible assets, such as customer relationships, which are amortized over their estimated useful lives. There is a portion of amortization expense related to the backlog intangible assets reflected in cost of revenues in the condensed consolidated statements of operations.
Investment (income) expense and other, net
Investment (income) expense and other, net includes (income) expense from foreign currency forward contracts, cross-currency swaps, joint ventures, non-service pension cost, and other miscellaneous items. Non-service pension cost reflects the sum of the components of pension expense not related to service expense, i.e. interest expense, expected return on assets, and amortizations of prior service expenses and actuarial gains and losses.
CRITICALACCOUNTINGPOLICIESANDESTIMATES
For information regarding our Critical Accounting Policies, see the "Critical Accounting Policies" section of the "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
RESULTSOFOPERATIONS
The following is a discussion of our financial condition and results of operations during the three and nine months ended September 30, 2025 and the three and nine months ended September 30, 2024. During 2025, the Company moved the HVAC business from the Safety Services segment to the Specialty Services segment, and prior period amounts in this discussion have been recast to reflect the current period presentation.
Three months ended September 30, 2025 compared to the three months ended September 30, 2024
Three Months Ended September 30, Change
($ in millions) 2025 2024 $ %
Net revenues $ 2,085 $ 1,826 $ 259 14.2 %
Cost of revenues 1,433 1,259 174 13.8 %
Gross profit 652 567 85 15.0 %
Selling, general, and administrative expenses 489 425 64 15.1 %
Operating income 163 142 21 14.8 %
Interest expense, net 34 41 (7) (17.1) %
Investment (income) expense and other, net (1) 1 (2) (200.0) %
Other expense, net 33 42 (9) (21.4) %
Income before income taxes 130 100 30 30.0 %
Income tax provision 37 31 6 19.4 %
Net income $ 93 $ 69 $ 24
Net revenues
Net revenues for the three months ended September 30, 2025 were $2,085 million compared to $1,826 million for the same period in 2024, an increase of $259 million or 14.2%. The increase in net revenues was driven by growth in inspection, service, and monitoring revenues, strong growth in project revenues, acquisitions, and pricing improvements.
Gross profit
The following table presents our gross profit (net revenues less cost of revenues) and gross margin (gross profit as a percentage of net revenues) for the three months ended September 30, 2025 and 2024, respectively:
Three Months Ended September 30, Change
($ in millions) 2025 2024 $ %
Gross profit $ 652 $ 567 $ 85 15.0 %
Gross margin 31.3 % 31.1 %
Our gross profit for the three months ended September 30, 2025 was $652 million compared to $567 million for the same period in 2024, an increase of $85 million or 15.0%. Gross margin for the three months ended September 30, 2025 was 31.3%, an increase of 20 basis points compared to the prior year period. The increase was primarily driven by disciplined customer and project selection and pricing improvements, partially offset by mix.
Operating expenses
The following table presents operating expenses for the three months ended September 30, 2025 and 2024, respectively:
Three Months Ended September 30, Change
($ in millions) 2025 2024 $ %
Selling, general, and administrative expenses $ 489 $ 425 $ 64 15.1 %
SG&A expenses as a % of net revenues 23.5 % 23.3 %
SG&A expenses (excluding amortization) (non-GAAP) $ 433 $ 368 $ 65 17.7 %
SG&A expenses (excluding amortization) as a % of net revenues (non-GAAP) 20.8 % 20.2 %
Selling, general, and administrative expenses
Our SG&A expenses for the three months ended September 30, 2025 were $489 million compared to $425 million for the same period in 2024, an increase of $64 million. SG&A expenses as a percentage of net revenues was 23.5% during the three months ended September 30, 2025 compared to 23.3% for the same period in 2024. The increase in SG&A expenses was primarily driven by non-recurring systems and business enablement expenses, investments to support growth, and SG&A expenses from acquisitions completed during the last year. Our SG&A expenses excluding amortization for the three months ended September 30, 2025 were $433 million, or 20.8% of net revenues, compared to $368 million, or 20.2% of net revenues, for the same period of 2024. The increase in SG&A expenses excluding amortization as a percentage of net revenues is primarily due to the factors discussed above. See the discussion and reconciliation of our non-GAAP financial measures below.
Interest expense, net
Interest expense was $34 million and $41 million for the three months ended September 30, 2025 and 2024, respectively. The decrease in interest expense was primarily due to a decrease in floating rates, partially offset by the discontinuation of benefits from certain derivatives.
Investment (income) expense and other, net
Investment (income) expense and other, net was $(1) million for the three months ended September 30, 2025 compared to $1 million of expense for the same period of 2024. The change in investment (income) expense and other, net was primarily due to a gain associated with the impact of foreign currency exchange rates in the current year compared to a loss in the prior year.
Income tax provision
The effective tax rate for the three months ended September 30, 2025 was 28.2% compared to 30.9% in the same period of 2024. The difference in the effective tax rate was driven by discrete and nondeductible permanent items. The difference between the effective tax rate and the statutory U.S. federal income tax rate of 21.0% is due to nondeductible permanent items, taxes on foreign earnings in jurisdictions that have higher tax rates, state taxes, and discrete items.
The Organization for Economic Co-operation and Development ("OECD") has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as "Pillar 2"), with certain aspects of Pillar 2 effective January 1, 2024 and other aspects effective January 1, 2025. While it is uncertain whether the U.S. will enact legislation to adopt Pillar 2, certain countries in which we operate have adopted the legislation, and other countries are in the process of introducing legislation to implement Pillar 2. The Company continues to evaluate and monitor but does not expect for Pillar 2 to have a material impact on the effective tax rate or the consolidated financial statements.
Net income and adjusted EBITDA
The following table presents net income and adjusted EBITDA for the three months ended September 30, 2025 and 2024, respectively:
Three Months Ended September 30, Change
($ in millions) 2025 2024 $ %
Net income $ 93 $ 69 $ 24 34.8 %
Adjusted EBITDA (non-GAAP) 281 245 36 14.7 %
Net income as a % of net revenues 4.5 % 3.8 %
Adjusted EBITDA as a % of net revenues 13.5 % 13.4 %
Our net income for the three months ended September 30, 2025 was $93 million compared to $69 million for the same period in 2024, an increase of $24 million. The increase is attributable to strong revenue growth and gross margin expansion previously referenced, partially offset by the increase in SG&A expenses discussed above. Net income as a percentage of net revenues for the three months ended September 30, 2025 and 2024 was 4.5% and 3.8%, respectively. Adjusted EBITDA for the three months ended September 30, 2025 was $281 million compared to $245 million for the same period in 2024, an increase of $36 million. The growth in adjusted EBITDA was driven by the same factors that explained the increase in net income.
Segment Results for the three months ended September 30, 2025 compared to the three months ended September 30, 2024
Net Revenues
Three Months Ended September 30, Change
($ in millions) 2025 2024 $ %
Safety Services $ 1,403 $ 1,216 $ 187 15.4 %
Specialty Services 683 612 71 11.6 %
Corporate and Eliminations (1) (2) NM NM
$ 2,085 $ 1,826 $ 259 14.2 %
Segment Earnings
Three Months Ended September 30, Change
($ in millions) 2025 2024 $ %
Safety Services $ 236 $ 199 $ 37 18.6 %
Safety Services segment earnings as a % of net revenues 16.8 % 16.4 %
Specialty Services $ 81 $ 78 $ 3 3.8 %
Specialty Services segment earnings as a % of net revenues 11.9 % 12.7 %
Corporate and Eliminations $ (36) $ (32) NM NM
Adjusted EBITDA (non-GAAP) $ 281 $ 245 $ 36 14.7 %
NM = Not meaningful
The following discussion breaks down the net revenues and segment earnings by operating segment for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
Safety Services
Safety Services net revenues for the three months ended September 30, 2025 increased by $187 million or 15.4% compared to the same period in 2024. The increase was driven by growth in inspection, service, and monitoring revenues, strong growth in project revenues, acquisitions, and pricing improvements.
Safety Services segment earnings as a percentage of net revenues for the three months ended September 30, 2025 and 2024 was approximately 16.8% and 16.4%, respectively. The increase was primarily due to disciplined customer and
project selection as well as pricing improvements leading to margin expansion in inspection, service, and monitoring revenues and project revenues, partially offset by investments to support growth.
Specialty Services
Specialty Services net revenues for the three months ended September 30, 2025 increased by $71 or 11.6% compared to the same period in 2024. The increase was driven by strong growth in project revenues.
Specialty Services segment earnings as a percentage of net revenues for the three months ended September 30, 2025 and 2024 was approximately 11.9% and 12.7%, respectively. The decrease was primarily due to increased project starts, mix, and increased material costs.
Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Nine Months Ended September 30, Change
($ in millions) 2025 2024 $ %
Net revenues $ 5,794 $ 5,157 $ 637 12.4 %
Cost of revenues 3,985 3,554 431 12.1 %
Gross profit 1,809 1,603 206 12.9 %
Selling, general, and administrative expenses 1,419 1,235 184 14.9 %
Operating income 390 368 22 6.0 %
Interest expense, net 109 110 (1) (0.9) %
Investment (income) expense and other, net (3) 6 9 (150.0) %
Other expense, net 106 116 (10) (8.6) %
Income before income taxes 284 252 32 12.7 %
Income tax provision 79 69 10 14.5 %
Net income $ 205 $ 183 $ 22
Net revenues
Net revenues for the nine months ended September 30, 2025 were $5,794 million compared to $5,157 million for the same period in 2024, an increase of $637 million or 12.4%. The increase in net revenues was driven by growth in inspection, service, and monitoring revenues, strong growth in project revenues, acquisitions, and pricing improvements.
Gross profit
The following table presents our gross profit (net revenues less cost of revenues) and gross margin (gross profit as a percentage of net revenues) for the nine months ended September 30, 2025 and 2024, respectively:
Nine Months Ended September 30, Change
($ in millions) 2025 2024 $ %
Gross profit $ 1,809 $ 1,603 $ 206 12.9 %
Gross margin 31.2 % 31.1 %
Our gross profit for the nine months ended September 30, 2025 was $1,809 million compared to $1,603 million for the same period in 2024, an increase of $206 million or 12.9%. Gross margin for the nine months ended September 30, 2025 was 31.2%, an increase of 10 basis points compared to the prior year period. The increase was primarily driven by disciplined customer and project selection and pricing improvements, partially offset by mix.
Operating expenses
The following table presents operating expenses for the nine months ended September 30, 2025 and 2024, respectively:
Nine Months Ended September 30, Change
($ in millions) 2025 2024 $ %
Selling, general, and administrative expenses $ 1,419 $ 1,235 $ 184 14.9 %
SG&A expense as a % of net revenues 24.5 % 23.9 %
SG&A expenses (excluding amortization) (non-GAAP) $ 1,251 $ 1,076 $ 175 16.3 %
SG&A expenses (excluding amortization) as a % of net revenues (non-GAAP) 21.6 % 20.9 %
Selling, general, and administrative expenses
Our SG&A expenses for the nine months ended September 30, 2025 were $1,419 million compared to $1,235 million for the same period in 2024, an increase of $184 million. SG&A expenses as a percentage of net revenues was 24.5% during the nine months ended September 30, 2025 compared to 23.9% for the same period in 2024. The increase in SG&A expenses was primarily driven by non-recurring systems and business enablement expenses, investments to support growth, and SG&A expenses from acquisitions completed during the last year. Our SG&A expenses excluding amortization for the nine months ended September 30, 2025 were $1,251 million, or 21.6% of net revenues, compared to $1,076 million, or 20.9% of net revenues, for the same period of 2024. The increase in SG&A expenses excluding amortization as a percentage of net revenues is primarily due to the factors discussed above. See the discussion and reconciliation of our non-GAAP financial measures below.
Interest expense, net
Interest expense was $109 million and $110 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease in interest expense was primarily due to a decrease in floating rates, partially offset by discontinuation of benefits from certain derivatives.
Investment (income) expense and other, net
Investment (income) expense and other, net was $(3) million for the nine months ended September 30, 2025 compared to $6 million of expense for the same period of 2024. The change in investment (income) expense and other, net was primarily due to a gain associated with the impact of foreign currency exchange rates in the current year compared to a loss in the prior year.
Income tax provision
The effective tax rate for the nine months ended September 30, 2025 was 27.6% compared to 27.2% in the same period of 2024. The difference in the effective tax rate was driven by discrete and nondeductible permanent items. The difference between the effective tax rate and the statutory U.S. federal income tax rate of 21.0% is due to nondeductible permanent items, taxes on foreign earnings in jurisdictions that have higher tax rates, state taxes, and discrete items.
Net income and adjusted EBITDA
The following table presents net income and adjusted EBITDA for the nine months ended September 30, 2025 and 2024, respectively:
Nine Months Ended September 30, Change
($ in millions) 2025 2024 $ %
Net income $ 205 $ 183 $ 22 12.0 %
Adjusted EBITDA (non-GAAP) 746 651 95 14.6 %
Net income as a % of net revenues 3.5 % 3.5 %
Adjusted EBITDA as a % of net revenues 12.9 % 12.6 %
Our net income for the nine months ended September 30, 2025 was $205 million compared to $183 million for the same period in 2024, a increase of $22 million. The increase is attributable to strong revenue growth and gross margin expansion previously referenced, partially offset by the increase in SG&A expenses discussed above. Net income as a percentage of net revenues for the nine months ended September 30, 2025 and 2024 was 3.5% and 3.5%, respectively. Adjusted EBITDA for the nine months ended September 30, 2025 was $746 million compared to $651 million for the same period in 2024, an increase of $95 million. The growth in adjusted EBITDA was driven by the same factors that explained the increase in net income. See the discussion and reconciliation of our non-GAAP financial measures below.
Segment Results for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Net Revenues
Nine Months Ended September 30, Change
($ in millions) 2025 2024 $ %
Safety Services $ 4,032 $ 3,509 $ 523 14.9 %
Specialty Services 1,765 1,653 112 6.8 %
Corporate and Eliminations (3) (5) NM NM
$ 5,794 $ 5,157 $ 637 12.4 %
Segment Earnings
Nine Months Ended September 30, Change
($ in millions) 2025 2024 $ %
Safety Services $ 667 $ 554 $ 113 20.4 %
Safety Services segment earnings as a % of net revenues 16.5 % 15.8 %
Specialty Services $ 181 $ 194 $ (13) (6.7 %)
Specialty Services segment earnings as a % of net revenues 10.3 % 11.7 %
Corporate and Eliminations $ (102) $ (97) NM NM
Adjusted EBITDA (non-GAAP) $ 746 $ 651 $ 95 14.6 %
NM = Not meaningful
The following discussion breaks down the net revenues and segment earnings by operating segment for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Safety Services
Safety Services net revenues for the nine months ended September 30, 2025 increased by $523 million or 14.9% compared to the same period in 2024. The increase was driven by growth in inspection, service, and monitoring revenues, strong growth in project revenues, acquisitions, and pricing improvements.
Safety Services segment earnings as a percentage of net revenues for the nine months ended September 30, 2025 and 2024 was approximately 16.5% and 15.8%, respectively. The increase was primarily due to disciplined customer and project
selection as well as pricing improvements leading to margin expansion in inspection, service, and monitoring revenues and project revenues, partially offset by investments to support growth.
Specialty Services
Specialty Services net revenues for the nine months ended September 30, 2025 increased by $112 or 6.8% compared to the same period in 2024. The increase was driven by strong growth in project revenues.
Specialty Services segment earnings as a percentage of net revenues for the nine months ended September 30, 2025 and 2024 was approximately 10.3% and 11.7%, respectively. The decrease was primarily due to increased project starts, mix, and increased material costs.
Non-GAAP Financial Measures
We supplement our reporting of consolidated financial information determined in accordance with GAAP with SG&A expenses (excluding amortization) and adjusted EBITDA (defined below), which are non-GAAP financial measures. We use these non-GAAP financial measures to evaluate our performance, both internally and as compared with our peers because they exclude certain items that may not be indicative of our core operating results. Management believes these measures are useful to investors since they (a) permit investors to view our performance using the same tools that management uses to evaluate our past performance and prospects for future performance, (b) permit investors to compare us with our peers, (c) in the case of adjusted EBITDA, determine certain elements of management's incentive compensation, and (d) provide consistent period-to-period comparisons of the results.
These non-GAAP financial measures, however, have limitations as analytical tools and should not be considered in isolation from, a substitute for, or superior to, the related financial information we report in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses required by GAAP to be recorded in our financial statements and may not be comparable to similarly titled measures of other companies due to potential differences in calculation methods. In addition, these measures are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded or included in determining these non-GAAP financial measures. Investors are encouraged to review the following reconciliations of these non-GAAP financial measures to the most comparable GAAP financial measures and not to rely on any single financial measure to evaluate our business.
SG&A expenses (excluding amortization)
SG&A expenses (excluding amortization) is a measure of operating costs used by management to manage the business. We believe this non-GAAP measure provides meaningful information and helps investors understand our core selling, general, and administrative expenses excluding acquisition-related amortization expense charges to better enable investors to understand our financial results and assess our prospects for future performance.
The following tables present reconciliations of SG&A expenses to SG&A expenses (excluding amortization) for the periods indicated:
Three Months Ended September 30,
($ in millions) 2025 2024
Reported SG&A expenses $ 489 $ 425
Adjustments to reconcile to SG&A expenses to SG&A expenses (excluding amortization)
Amortization expense (56) (57)
SG&A expenses (excluding amortization) $ 433 $ 368
Nine Months Ended September 30,
($ in millions) 2025 2024
Reported SG&A expenses $ 1,419 $ 1,235
Adjustments to reconcile to SG&A expenses to SG&A expenses (excluding amortization)
Amortization expense (168) (159)
SG&A expenses (excluding amortization) $ 1,251 $ 1,076
Adjusted EBITDA
Adjusted earnings before interest, taxes, depreciation, and amortization ("adjusted EBITDA") is the measure of profitability used by management to manage the business. Adjustments include expenses that are non-recurring in nature and that may not be indicative of the Company's core operating results, including systems and business enablement expenses, business process transformation expenses, the impact and results of businesses classified as assets held-for-sale and divested, and one-time and other infrequent events such as impairment charges, restructuring costs, transaction and other costs related to acquisitions and divestitures, non-service pension cost, and miscellaneous capital market activities. We supplement the reporting of our consolidated financial information with adjusted EBITDA. We believe this non-GAAP measure provides meaningful information and helps investors understand our financial results and assess our prospects for future performance.
The following table presents a reconciliation of net income to adjusted EBITDA for the periods indicated:
Three Months Ended September 30,
($ in millions) 2025 2024
Reported net income
$ 93 $ 69
Adjustments to reconcile net income to adjusted EBITDA:
Interest expense, net 34 41
Income tax provision 37 31
Depreciation 21 21
Amortization 60 56
Contingent consideration and compensation 1 1
Non-service pension cost 5 7
Systems and business enablement 31 -
Business process transformation expenses - 13
Acquisition and divestiture related expenses (2) 2
Restructuring program related costs - 4
Other 1 -
Adjusted EBITDA $ 281 $ 245
Nine Months Ended September 30,
($ in millions) 2025 2024
Reported net income
$ 205 $ 183
Adjustments to reconcile net income to adjusted EBITDA:
Interest expense, net 109 110
Income tax provision 79 69
Depreciation 63 60
Amortization 179 161
Contingent consideration and compensation 2 5
Non-service pension cost 14 17
Systems and business enablement 61 -
Business process transformation expenses 4 26
Acquisition and divestiture related expenses 12 11
Restructuring program related costs 14 17
Other 4 (8)
Adjusted EBITDA $ 746 $ 651
LIQUIDITYANDCAPITALRESOURCES
Overview
Our primary sources of liquidity are cash flows from the operating activities of our consolidated subsidiaries, available cash and cash equivalents, our access to our $750 million five-year senior secured revolving credit facility (the "Revolving Credit Facility") and the proceeds from debt and equity offerings. We believe these sources will be sufficient to fund our liquidity requirements for at least the next twelve months. Although we believe we have sufficient resources to fund our future cash requirements, there are many factors with the potential to influence our cash flow position including weather, seasonality, commodity prices, market conditions, and inflation, over which we have no control.
As of September 30, 2025, we had $1,299 million of total liquidity, comprising $555 million in cash and cash equivalents and $744 million ($750 million less outstanding letters of credit of approximately $6 million, which reduce availability) of available borrowings under our Revolving Credit Facility.
During 2024, we completed the Fifth Amendment to our credit agreement, upsizing our 2021 Term Loan by $300 million. The loan proceeds were directed as consideration for a portion of the purchase price for the Series B Preferred Stock Conversion. We also completed the Sixth Amendment to our credit agreement, refinancing the 2021 Term Loan by increasing its principal amount and lowering the interest margin by 50 basis points. The amendment also removed the credit spread adjustment. In connection with this transaction, we added approximately $550 million of incremental principal on our 2021 Term Loan. The proceeds were used to fully repay the remaining $330 million balance of the 2019 Term Loan, to pay down $100 million outstanding under the Revolving Credit Facility, and for general corporate purposes, including partial funding of the Elevated acquisition. Additionally, we made a repayment of $100 million on the 2021 Term Loan.
During 2024, we issued 18,975,000 shares of Company common stock in a public underwritten offering. The proceeds from this offering totaled approximately $458 million, net of related expenses. We used the net proceeds from this offering for general corporate purposes, including acquisitions and other business opportunities, capital expenditures and working capital.
During the first quarter of 2025, we completed the Seventh Amendment to our credit agreement, repricing the 2021 Term Loan. The repricing reduced the applicable margin on the 2021 Term Loan by 25 basis points.
During the second quarter of 2025, we completed the Eighth Amendment to our credit agreement, which increased the Revolving Credit Facility from $500 million to $750 million, extended the facility's maturity to five years from the date of the Eighth Amendment, reduced the applicable margin by 75 basis points, and eliminated the credit spread adjustment.
Our principal liquidity requirements have been, and we expect will continue to be, for working capital and general corporate purposes, including capital expenditures and debt service, identifying, executing, and integrating strategic acquisitions and business transformation transactions or initiatives, as well as any accrued consideration and compensation due to selling shareholders, including tax payments in connection therewith.
In April 2025, our Board of Directors authorized a new share repurchase program to purchase up to $1,000 million of shares of our common stock. The timing, amount and manner of any repurchases under the new repurchase program will be determined at the discretion of our leadership based on a number of factors, including the availability of capital, capital allocation alternatives, and market conditions for our common stock. The share repurchase program is open-ended and does not require us to acquire any specific number of shares. It may be modified, suspended, extended, or terminated by us at any time without prior notice and may be executed through open-market purchases, privately negotiated transactions or otherwise, and we may enter into Rule 10b5-1 trading plans in connection with such repurchases. This new authorization replaces our previous share repurchase authorization announced in 2024. During 2024, we repurchased 24,390,240 shares of common stock for approximately $600 million. During the nine months ended September 30, 2025, we repurchased 3,095,573 shares of common stock for approximately $75 million. As of September 30, 2025, we had approximately $1,000 million of authorized repurchases remaining under the SRP.
Cash Flows
The following table summarizes net cash flows with respect to our operating, investing, and financing activities for the periods indicated:
Nine Months Ended September 30,
($ in millions) 2025 2024
Net cash provided by operating activities $ 377 $ 337
Net cash used in investing activities (231) (680)
Net cash (used in) provided by financing activities (116) 348
Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash 25 4
Net increase in cash, cash equivalents, and restricted cash $ 55 $ 9
Cash, cash equivalents, and restricted cash, end of period $ 556 $ 489
Net Cash Provided by Operating Activities
Net cash provided by operating activities was $377 million for the nine months ended September 30, 2025 compared to $337 million for the same period in 2024. The increase in cash provided by operating activities is primarily due to an increase in net income and improvements in working capital efficiencies associated with the various services we provided in the nine months ended September 30, 2025 compared to the same period of the prior year. Cash flow from operations is primarily driven by changes in the quantity of services provided and working capital needs associated with the various services we provide. Working capital is primarily affected by changes in total accounts receivable, accounts payable, accrued expenses, and contract assets and contract liabilities, all of which tend to be related and are affected by changes in the timing and volume of work performed.
Net Cash Used in Investing Activities
Net cash used in investing activities was $231 million for the nine months ended September 30, 2025 compared to $680 million for the same period in 2024. This decrease is primarily driven by decreased acquisition consideration in the current year. We had cash used in acquisitions, net of cash acquired, of $174 million and $647 million in the nine months ended September 30, 2025 and 2024, respectively.
Net Cash (Used in) Provided by Financing Activities
Net cash used in financing activities was $116 million for the nine months ended September 30, 2025 compared to $348 million of cash provided by financing activities for the same period in 2024. The cash used in financing activities for the
nine months ended September 30, 2025 was driven by $75 million of share repurchases, $20 million of restricted shares tendered for taxes, and $16 million of payments of acquisition-related consideration, while in the nine months ended September 30, 2024, cash provided by financing activities was driven by $850 million of proceeds from the repricing transactions of the 2021 Term Loan, and $458 million of proceeds from the issuance of common shares, partially offset by $334 million of payments on long-term borrowings and $600 million of payments for conversion of the Series B Preferred Stock.
Financing Activities
Credit Agreement
We have entered into a Credit Agreement by and among APi Group DE, Inc., our wholly-owned subsidiary, as borrower ("APi Group DE"), APG as a guarantor, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto, and Citibank N.A., as administrative agent and as collateral agent (the "Credit Agreement") which provides for: (1) a term loan facility, pursuant to which we incurred the $1,200 million term loan ("2019 Term Loan") used to fund a part of the cash portion of the purchase price in the APi Acquisition, and a $1,100 million seven-year incremental term loan ("2021 Term Loan") used to fund a portion of the purchase price in the Chubb acquisition, and (2) a $750 million Revolving Credit Facility (increased from $500 million in 2025) of which up to $250 million can be used for the issuance of letters of credit.
During the second quarter of 2025, we completed the Eighth Amendment to our credit agreement, which increased the Revolving Credit Facility from $500 million to $750 million, extended the facility's maturity to five years from the date of the Eighth Amendment, reduced the applicable margin by 75 basis points, and eliminated the credit spread adjustment.
During the first quarter of 2025, we completed the Seventh Amendment to our credit agreement, repricing the 2021 Term Loan. The repricing reduced the applicable margin on the 2021 Term Loan by 25 basis points.
During 2024, we completed the Fifth Amendment to our credit agreement, upsizing our 2021 Term Loan by $300 million. The loan proceeds were directed as consideration for a portion of the purchase price for the Series B Preferred Stock Conversion. We also completed the Sixth Amendment to our credit agreement, refinancing the 2021 Term Loan by increasing its principal amount and lowering the interest margin by 50 basis points. The amendment also removed the credit spread adjustment. In connection with this transaction, we added approximately $550 million of incremental principal on our 2021 Term Loan. The proceeds were used to fully repay the remaining $330 million balance of the 2019 Term Loan, to pay down $100 million outstanding under the Revolving Credit Facility, and for general corporate purposes, including partial funding of the Elevated acquisition. Additionally, we made a repayment of $100 million on the 2021 Term Loan.
The amended interest rate applicable to the 2021 Term Loan is, at our option, either (a) a base rate plus an applicable margin equal to 0.75% or (b) a Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 1.75%. The 2021 Term Loan matures on January 3, 2029. Based on the early prepayments we have made, we do not owe any quarterly principal amounts for the remainder of the 2021 Term Loan.
The interest rate applicable to borrowings under the Revolving Credit Facility is, at our option, either (a) a base rate plus an applicable margin equal to 0.50% or (2) a Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 1.50%.
The Credit Agreement contains customary representations and warranties, and affirmative and negative covenants, including covenants that, among other things, restrict our, and our restricted subsidiaries', ability to (i) incur additional indebtedness; (ii) pay dividends or make other distributions or repurchase or redeem capital stock; (iii) prepay, redeem or repurchase certain debt; (iv) make loans and investments; (v) sell, transfer and otherwise dispose of assets; (vi) incur or permit to exist certain liens; (vii) enter into transactions with affiliates; (viii) enter into agreements restricting subsidiaries' ability to pay dividends; and (ix) consolidate, amalgamate, merge or sell all or substantially all assets. The Credit Agreement also contains customary events of default. Furthermore, with respect to the revolving credit facility, we must maintain a first lien net leverage ratio that does not exceed (i) 4.00 to 1.00 for each fiscal quarter ending in 2021, and (ii) 3.75 to 1.00 for each fiscal quarter ending thereafter, if on the last day of any fiscal quarter the outstanding amount of all revolving loans and letter of credit obligations (excluding undrawn letters of credit up to $40 million) under the Credit Agreement is greater than 30% of the total revolving credit commitments thereunder subject to a right of cure. Our first lien net leverage ratio as of September 30, 2025 was 1.4:1.0.
As of September 30, 2025, the 2021 Term Loan has $2,157 million remaining principal amount outstanding. We had no amounts outstanding under the Revolving Credit Facility, under which $744 million was available after giving effect to $6 million of outstanding letters of credit, which reduces availability.
Senior Notes
On June 22, 2021, APi Group DE completed a private offering of $350 million aggregate principal amount of 4.125% Senior Notes due 2029 (the "4.125% Senior Notes"), issued under an indenture, dated June 22, 2021. The 4.125% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by us and certain of our subsidiaries. The 4.125% Senior Notes will mature on July 15, 2029, unless redeemed earlier, and bear interest at a rate of 4.125% per year until maturity, payable semi-annually in arrears. We used the net proceeds from the sale of the 4.125% Senior Notes to repay a previously outstanding term loan, prepay a portion of the 2019 Term Loan and for general corporate purposes. As of September 30, 2025, we had $337 million aggregate principal amount of 4.125% Senior Notes outstanding.
On October 21, 2021, a wholly-owned subsidiary of the Company completed a private offering of $300 million aggregate principal amount of 4.750% Senior Notes due 2029 (the "4.750% Senior Notes") issued under an indenture dated October 21, 2021, as supplemented by a supplemental indenture dated January 3, 2022. The 4.750% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by us and certain of our subsidiaries. The 4.750% Senior Notes will mature on October 15, 2029, unless earlier redeemed, and bear interest at a rate of 4.750% per year until maturity, payable semi-annually in arrears. We used the net proceeds from the sale of the 4.750% Senior Notes to finance a portion of the consideration for the Chubb acquisition. As of September 30, 2025, we had $277 million aggregate principal amount of 4.750% Senior Notes outstanding.
Debt Covenants
We were in compliance with all covenants contained in the indentures governing the 4.125% Senior Notes and 4.750% Senior Notes and Credit Agreement as of September 30, 2025 and December 31, 2024.
Issuance and Conversion of Series B Preferred Stock
During 2022, we issued and sold 800,000 shares of our 5.5% Series B Redeemable Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock"), for an aggregate purchase price of $800 million, pursuant to securities purchase agreements entered into on July 26, 2021 with certain investors. The net proceeds from the Series B Preferred Stock issuance were used to fund a portion of the consideration for the Chubb acquisition.
During 2024, we entered into a Conversion and Repurchase Agreement with Juno Lower Holdings L.P. ("Juno Lower Holdings"), FD Juno Holdings L.P. ("FD Juno Holdings", and together with Juno Lower Holdings, "Blackstone"), Viking Global Equities Master Ltd. ("VGEM") and Viking Global Equities II L.P. (VGE II, and collectively with VGEM, "Viking" and collectively with the Blackstone, the "Series B Holders") pursuant to which Blackstone and Viking agreed to convert all of the outstanding shares of the Series B Preferred Stock that they hold, which represents all of the Series B Preferred Stock outstanding. The transactions contemplated by the agreement (the "Series B Preferred Stock Conversion") were also consummated on February 28, 2024.
Under the terms of the agreement, (i) the Series B Holders each agreed to exercise their respective right to convert all of their Series B Preferred Stock into common stock, resulting in a total of 800,000 shares of Series B Preferred Stock being converted into approximately 49,205,279 shares of common stock (inclusive of approximately 424,794 shares attributable to accrued and unpaid dividends thereon (the "Conversion Shares") and (ii) upon issuance of the Conversion Shares, we agreed to immediately repurchase one-half of the Conversion Shares, on a pro rata basis, from the Series B Holders for an aggregate purchase price of $600 million.
The repurchase price was financed by (i) an incremental term facility of $300 million and (ii) cash and available credit from the balance sheet.
Material Cash Requirements from Known Contractual and Other Obligations
Our material cash requirements from known contractual and other obligations primarily relate to the following, for which information on both a short-term and long-term basis is provided in the indicated notes to the Interim Statements and expected to be satisfied using cash generated from operations:
Debt - See Note 10 - "Debt" for future principal payments and interest rates on our debt instruments.
Tax Obligations - See Note 11 - "Income Taxes."
Pension obligations - See Note 12 - "Employee Benefit Plans."
Operating and Finance Leases - See Note 12 - "Leases" in the Annual Report on Form 10-K filed on February 26, 2025. We have not had material changes to our lease obligations during the nine months ended September 30, 2025.
We make investments in our properties and equipment to enable continued expansion and effective performance of our business. Our capital expenditures are typically less than 1.5% of annual net revenues.
APi Group Corporation published this content on October 30, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on October 30, 2025 at 16:21 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]