APi Group Corp
For the period ended Jun 14, 2024. Filed Apr 29, 2024.
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Jun 14, 2024 · Filed Apr 29, 2024
Contents
Appendix
Reconciliations of GAAP to Non-GAAP Financial Measures
EBITDA and adjusted EBITDA (non-GAAP)
(Amounts in millions)
(Unaudited)
| For the Year EndedDecember 31, | |||
|---|---|---|---|
| 2023 · 2022 | |||
| Net income (as reported) | $153 | $73 | |
| Adjustments to reconcile net income to EBITDA: | |||
| Interest expense, net | 145 | 125 | |
| Income tax provision | 79 | 20 | |
| Depreciation and amortization | 303 | 304 | |
| EBITDA | $680 | $522 | |
| Adjustments to reconcile EBITDA to adjusted EBITDA: | |||
| Contingent consideration and compensation | (a) | 14 | 9 |
| Non-service pension benefit | (b) | (12) | (42) |
| Inventory step-up | (c) | — | 9 |
| Business process transformation expenses | (d) | 30 | 31 |
| Acquisition related expenses | (e) | 7 | 121 |
| Loss (gain) on extinguishment of debt, net | (f) | 7 | (5) |
| Restructuring program related costs | (g) | 46 | 30 |
| Other | (h) | 10 | (2) |
| Adjusted EBITDA | $782 | $673 | |
| Net revenues | $6,928 | $6,558 | |
| Adjusted EBITDA as a % of net revenues | 11.3% | 10.3% | |
Notes:
(a)Adjustment to reflect the elimination of the expense attributable to deferred consideration to prior owners of acquired
businesses not expected to continue or recur.
(b)Adjustment to reflect the elimination of non-service pension benefit, which consists of interest cost, expected return on
plan assets and amortization of actuarial gains/losses of the pension programs assumed as part of the Chubb acquisition.
(c)Adjustment to reflect the elimination of costs related to the fair value step-up of acquired inventory.
(d)Adjustment to reflect the elimination of expenses associated with the integration and reorganization of newly acquired
businesses and non-operational costs related to business process transformation, including system and process
development costs and implementation of processes and compliance programs related to the Sarbanes-Oxley Act of
(e)Adjustment to reflect the elimination of transaction costs related to potential and completed acquisitions and expenses
associated with the transition of newly acquired businesses from prior ownership into APi Group.
(f)Adjustment to reflect the elimination of (gain) loss on extinguishment of debt resulting from early repayments and
repurchases of long-term debt.
(g)Adjustment to reflect the elimination of expenses associated with restructuring programs and related costs.
(h)Adjustment includes various miscellaneous non-recurring items, such as eliminations of changes in fair value estimates
to acquired liabilities and impairment recorded on assets held-for-sale.
Appendix
Reconciliations of GAAP to Non-GAAP Financial Measures
Free cash flow and adjusted free cash flow and conversion (non-GAAP)
(Amounts in millions)
(Unaudited)
| For the Year EndedDecember 31, | |||
|---|---|---|---|
| 2023 · 2022 | |||
| Net cash provided by operating activities | (a) | $514 | $270 |
| Less: Purchases of property and equipment | (a) | $(86) | $(79) |
| Free cash flow | $428 | $191 | |
| Add: Cash payments related to following items: | |||
| Contingent compensation | (b) | $18 | $3 |
| Pension contributions | (c) | $— | $27 |
| Business process transformation expenses | (d) | $32 | $36 |
| Acquisition related expenses | (e) | $5 | $130 |
| Restructuring payments | (f) | $30 | $8 |
| Payroll tax deferral | (g) | $9 | $11 |
| Other | (h) | $15 | $6 |
| Adjusted Free cash flow | $537 | $412 | |
Notes:
(a)Operating cash flows and purchases of property and equipment for the years ended December 31, 2023, and 2022 are as
reported. Amounts for the three months ended December 31, 2023 and 2022 are calculated as the year ended less the
amounts reported for the nine months ended September 30, 2023 and 2022, respectively.
(b)Adjustment to reflect the elimination of deferred payments to prior owners of acquired businesses not expected to
continue or recur.
(c)Adjustment to reflect the elimination of initial pension contribution payment related to the Chubb acquisition not
expected to continue or recur.
(d)Adjustment to reflect the elimination of expenses associated with the integration and reorganization of newly acquired
businesses and non-operational costs related to business process transformation, including system and process
development costs and implementation of processes and compliance programs related to the Sarbanes-Oxley Act of
(e)Adjustment to reflect the elimination of transaction costs related to potential and completed acquisitions and expenses
associated with the transition of newly acquired businesses from prior ownership into APi Group.
(f)Adjustment to reflect payments made for restructuring programs.
(g)Adjustment reflects the elimination of operating cash for the impact of the Coronavirus Aid Relief and Economic Security
(CARES) Act. During the first quarter of 2020, the CARES Act was passed, allowing the Company to defer the payment of
the employer’s share of Social Security taxes until December 2021 and December 2022. The final payments were made on
the amount deferred in 2020 during the first half of 2023.
(h)Adjustment includes various miscellaneous non-recurring items, such as eliminations of payments made on acquired
liabilities.
Appendix
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