SAN FRANCISCO and BOSTON, Feb. 28, 2025 (GLOBE NEWSWIRE) -- Apogee Therapeutics, Inc., (Nasdaq: APGE), a clinical-stage biotechnology company advancing novel biologics with potential for differentiated efficacy and dosing in the largest inflammatory and immunology (I&I) markets, including for the treatment of atopic dermatitis (AD), asthma, eosinophilic esophagitis (EoE), chronic obstructive pulmonary disease (COPD) and other I&I indications, today announced it will report interim results from the Phase 1 A ...

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]

2024 Performance Highlights - Full year net revenues reached a record of $70 billion, a 13% increase year-over-year[20] - Adjusted EBITDA was $893 million, representing a 140 basis points expansion in adjusted EBITDA margin year-over-year, resulting in a full year adjusted EBITDA margin of 127%[20] - Adjusted diluted earnings per share increased by 165% year-over-year to $184[20] - Adjusted free cash flow for the full year was $668 million, representing a 75% conversion[20] Q4 2024 Performance Highlights - Net revenues for the fourth quarter were $19 billion, a 58% increase compared to the previous year[19] - Adjusted EBITDA for the fourth quarter was $242 million, representing a 120 basis points expansion in adjusted EBITDA margin compared to the prior year, resulting in a 130% adjusted EBITDA margin[19] - Adjusted diluted earnings per share in the fourth quarter were $051, up 159% year-over-year[19] - Adjusted free cash flow for the fourth quarter was $307 million, representing a 127% conversion[19] Segment Performance - Safety Services segment net revenues increased by 73% to $5227 billion for the full year[26] - Specialty Services segment net revenues decreased by 135% to $1798 billion for the full year[26] - Safety Services fourth quarter net revenues increased 130% year-over-year to $1399 billion[26] - Specialty Services fourth quarter net revenues decreased 118% year-over-year to $463 million[26] 2025 Guidance - The company projects net revenues between $73 billion and $75 billion[29] - The company anticipates adjusted EBITDA between $970 million and $1020 billion[29]

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 reported revenues increased by 13% to $1.40 billion, with organic growth of 4.7% driven by double-digit inspection revenue growth in the U.S. Life Safety business [24][25] - 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 saw a decrease to 17.3% [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 focus remains on disciplined customer and project selection, pricing improvements, and strategic M&A, particularly in the fire, life safety, and elevator services sectors [16][17] - The company plans to build a $1 billion-plus elevator and escalator services platform through organic growth and M&A [17] 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][36] - The company is prepared to manage economic fluctuations due to its variable cost model, which is approximately 70-75% variable [52] - Management noted that project delays experienced in 2024 are mostly behind them, with improved planning and resource deployment for 2025 [56][60] Other Important Information - The company has approximately $400 million remaining on its share repurchase program, reflecting its strong free cash flow generation [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 building resilience through a focus on inspection, service, and monitoring, allowing for better project selection and cost management [47][49][50] Question: Status of project delays - Management indicated that most project delays from the previous year are resolved, with ongoing work progressing as planned [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 its approach [82][84][86] Question: Revenue guidance drivers - Management noted that mid- to upper single-digit growth in service revenue and low to mid-single-digit project revenue growth are foundational for achieving revenue guidance [99][100][101]

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]