Description of Business and Summary of Significant Accounting Policies | DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business and Organization ADT Inc., together with its wholly-owned subsidiaries (collectively, the “Company”), is a leading provider of security, interactive, and smart home solutions serving consumer, small business, and commercial customers in the United States (“U.S.”). Since the acquisition of ADT Solar (the “ADT Solar Acquisition”) in December 2021, the Company also provides residential solar and energy storage solutions. The Company primarily conducts business under the ADT brand name. ADT Inc. was incorporated in the State of Delaware in May 2015 as a holding company with no assets or liabilities. In July 2015, the Company acquired Protection One, Inc. and ASG Intermediate Holding Corp. (collectively, the “Formation Transactions”), which were instrumental in the commencement of the Company’s operations. In May 2016, the Company acquired The ADT Security Corporation (formerly named The ADT Corporation) (“The ADT Corporation”) (the “ADT Acquisition”). The Company is majority-owned by Prime Security Services TopCo (ML), L.P., which is majority-owned by Prime Security Services TopCo Parent, L.P. (“Ultimate Parent”). Ultimate Parent is majority-owned by Apollo Investment Fund VIII, L.P. and its related funds that are directly or indirectly managed by affiliates of Apollo Global Management, Inc. (together with its subsidiaries and affiliates, “Apollo” or the “Sponsor”). In January 2018, the Company completed an initial public offering (“IPO”) and its common stock, par value of $0.01 per share (“Common Stock”), began trading on the New York Stock Exchange under the symbol “ADT.” Basis of Presentation The consolidated financial statements have been prepared in U.S. dollars in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Certain prior period amounts have been reclassified to conform with the current period presentation. The financial statements included herein comprise the consolidated results of ADT Inc. and its wholly-owned subsidiaries. The results of companies acquired are included from the effective date of each acquisition; and all intercompany transactions have been eliminated. The Company uses the equity method of accounting to account for an investment in which it has the ability to exercise significant influence but does not control. Restatement The Company restated its previously issued Consolidated Financial Statements and related notes for the year ended December 31, 2022. In connection with the preparation of the Company’s second quarter 2023 condensed consolidated financial statements, the Company identified errors in the non-cash goodwill impairment losses associated with its Solar reporting unit and related tax impacts recognized during the third quarter of 2022 and the first quarter of 2023 as a result of the Company not applying the simultaneous equation method prescribed by Accounting Standards Update 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). The simultaneous equation method is not universally applicable. It only applies when a reporting unit has tax deductible goodwill. When a reporting unit contains tax deductible goodwill, a goodwill impairment results in an increase in the related deferred tax asset (or reduction in deferred tax liability), which in turn, results in greater goodwill impairment. The simultaneous equation solves for the amount of goodwill impairment and related deferred taxes that yield a carrying amount of the reporting unit equal to its fair value at the point of impairment. The impacts from the restatement as of and for the year ended December 31, 2022 are as follows: Consolidated Balance Sheet: December 31, 2022 (in thousands) As Reported Adjustments As Restated Goodwill $ 5,818,605 $ (51,589) $ 5,767,016 Total assets $ 17,872,825 $ (51,589) $ 17,821,236 Deferred tax liabilities $ 904,628 $ (11,634) $ 892,994 Total liabilities $ 14,439,722 $ (11,634) $ 14,428,088 Accumulated deficit $ (3,909,624) $ (39,955) $ (3,949,579) Total stockholders' equity $ 3,433,103 $ (39,955) $ 3,393,148 Total liabilities and stockholders' equity $ 17,872,825 $ (51,589) $ 17,821,236 Consolidated Statement of Operations: Year Ended December 31, 2022 (in thousands, except per share amounts) As Reported Adjustments As Restated Goodwill impairment $ 149,385 $ 51,589 $ 200,974 Operating income (loss) $ 560,249 $ (51,589) $ 508,660 Income (loss) before income taxes and equity in net earnings (losses) of equity method investee $ 237,403 $ (51,589) $ 185,814 Income tax benefit (expense) $ (60,184) $ 11,634 $ (48,550) Income (loss) before equity in net earnings (losses) of equity method investee $ 177,219 $ (39,955) $ 137,264 Net income (loss) $ 172,618 $ (39,955) $ 132,663 Net income (loss) per share - basic: Common Stock $ 0.19 $ (0.04) $ 0.15 Class B Common Stock $ 0.19 $ (0.04) $ 0.15 Weighted-average shares outstanding - basic: Common Stock 848,465 — 848,465 Class B Common Stock 54,745 — 54,745 Net income (loss) per share - diluted: Common Stock $ 0.19 $ (0.04) $ 0.15 Class B Common Stock $ 0.19 $ (0.04) $ 0.15 Weighted-average shares outstanding - diluted: Common Stock 915,068 — 915,068 Class B Common Stock 54,745 — 54,745 Consolidated Statement of Comprehensive Income (Loss): Year Ended December 31, 2022 (in thousands) As Reported Adjustments As Restated Net income (loss) $ 172,618 $ (39,955) $ 132,663 Comprehensive income (loss) $ 194,391 $ (39,955) $ 154,436 Consolidated Statement of Stockholders’ Equity: Year Ended December 31, 2022 (in thousands) As Reported Adjustments As Restated Net income (loss) $ 172,618 $ (39,955) $ 132,663 Accumulated deficit $ (3,909,624) $ (39,955) $ (3,949,579) Total stockholders’ equity $ 3,433,103 $ (39,955) $ 3,393,148 Consolidated Statement of Cash Flows: Year Ended December 31, 2022 (in thousands) As Reported Adjustments As Restated Net income (loss) $ 172,618 $ (39,955) $ 132,663 Deferred income taxes $ 31,209 $ (11,634) $ 19,575 Goodwill, intangible, and other asset impairments $ 154,543 $ 51,589 $ 206,132 In addition, the following footnotes have been updated to reflect the impact of the restatement: • Note 1 “Description of Business and Summary of Significant Accounting Policies” • Note 3 “ Segment Information ” • Note 6 “ Goodwill and Other Intangible Assets ” • Note 9 “ Income Taxes ” • Note 12 “ Net Income (Loss) per Share ” • Note 17 “ Condensed Financial Information of Registrant ” Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires the Company to select accounting policies and make estimates that affect amounts reported in the consolidated financial statements and the accompanying notes. The Company’s estimates are based on the relevant information available at the end of each period. Actual results could differ materially from these estimates under different assumptions or market conditions. The Company considered the on-going and pervasive economic impact of the coronavirus pandemic (the “COVID-19 Pandemic”) in the assessment of its financial position, results of operations, and cash flows, as well as certain accounting estimates, for the periods presented. The impact of the COVID-19 Pandemic was not material during the periods presented. However, the evolving and uncertain nature of the COVID-19 Pandemic, and its economic impact, as well as the evolving nature of the regulatory environment, could materially impact the Company’s estimates and financial results in future reporting periods. Segments The Company has three operating and reportable segments organized based on customer type: Consumer and Small Business (“CSB”), Commercial, and Solar. The Company’s segments are based on the manner in which the Company’s Chief Executive Officer, who is the chief operating decision maker (the “CODM”), evaluates performance and makes decisions about how to allocate resources. • CSB - The CSB segment primarily includes the sale, installation, servicing, and monitoring of integrated security and automation systems and other related offerings to owners and renters of residential properties, small business operators, and other individual consumers, as well as general corporate costs and other income and expense items not included in another segment. • Commercial - The Commercial segment primarily includes the sale, installation, servicing, and monitoring of integrated security and automation systems, fire detection and suppression systems, and other related offerings to larger businesses and/or multi-site operations, which often require more sophisticated integrated solutions, as well as certain dedicated corporate and other costs. • Solar - The Solar segment primarily includes the sale and installation of solar systems and related solutions and services to residential homeowners who purchase solar and energy storage solutions, energy efficiency upgrades, and roofing services, as well as certain dedicated corporate and other costs. Refer to Note 3 “Segment Information” for additional information on the Company’s segments. Accounting Pronouncements Recently Adopted Accounting Pronouncements Reference Rate Reform - Financial Accounting Standards Board Accounting Standards Update (“ASU”) 2022-06 , Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, defers the sunset date of ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , from December 31, 2022 to December 31, 2024. These updates provide optional guidance for a limited period of time to ease the potential burden of accounting for reference rate reform. This guidance was effective upon issuance and did not have a material impact on the consolidated financial statements as of December 31, 2022. The Company will continue to evaluate this guidance. Other Accounting Pronouncements Vintage Disclosures for Financing Receivables - ASU 2022-02, Financial Instruments — Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures , requires reporting entities to disclose current-period gross write-offs by year of origination for financing receivables, among other requirements. This disclosure-only guidance is effective in the first quarter of 2023, and the Company will apply the guidance prospectively. Fair Value of Equity Investments - ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, states that an entity should not consider the contractual sale restriction when measuring the equity security’s fair value and introduces new disclosure requirements related to such equity securities. This guidance becomes effective January 1, 2024, and should be applied prospectively with any adjustments recognized in earnings and disclosed on the date of adoption. Early adoption is permitted. The Company is currently evaluating this guidance. Supplier Finance Program Obligations - ASU 2022-04, Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, requires that a reporting entity who is a buyer in a supplier finance program disclose qualitative and quantitative information about its supplier finance programs, including a roll-forward of the obligations. This guidance is effective in the first quarter of 2023, and should be applied retrospectively, except for the amendment on roll-forward information, which becomes effective January 1, 2024 (early adoption is permitted), and should be applied prospectively. The Company is currently evaluating the impact of this guidance on its disclosures. Significant Accounting Policies Information on select accounting policies and methods not discussed below are included in the respective footnotes that follow. Cash and Cash Equivalents and Restricted Cash and Restricted Cash Equivalents All highly liquid investments with original maturities of three months or less from the time of purchase are considered to be cash equivalents. Restricted cash and restricted cash equivalents are restricted for a specific purpose and cannot be included in the general cash and cash equivalents account. The following table reconciles the amounts below reported in the Consolidated Balance Sheets to the total of the same such amounts shown in the Consolidated Statements of Cash Flows: Years Ended December 31, (in thousands) 2022 2021 2020 Cash and cash equivalents $ 257,223 $ 24,453 $ 204,998 Restricted cash and restricted cash equivalents 116,357 8,824 2,749 Ending balance $ 373,580 $ 33,277 $ 207,747 Included in restricted cash and restricted cash equivalents are funds received from State Farm Fire & Casualty Company (“State Farm”) of $101 million (the “Opportunity Fund”), including accrued interest, in connection with the State Farm Strategic Investment (as defined and discussed in Note 10 “Equity”). Amounts within the Opportunity Fund are restricted for certain qualifying spend in accordance with the development agreement between State Farm and the Company (the “State Farm Development Agreement”). Use of the funds must be agreed to by State Farm and the Company, and as of December 31, 2022, the Company has not used any funds. Supplementary Cash Flow Information The following table summarizes supplementary cash flow information and material non-cash investing and financing transactions, excluding leases (refer to Note 14 “Leases”): Years Ended December 31, (in thousands) 2022 2021 2020 Interest paid, net of interest income received (1) $ 452,105 $ 456,509 $ 510,185 Payments (refunds) on income taxes, net $ 22,654 $ 1,877 $ 25,802 Issuance of shares for acquisition of businesses (2) $ 55,485 $ 528,503 $ 113,841 Contingent forward purchase contract (3) $ 41,938 $ — $ — ___________________ (1) Excludes interest on interest rate swaps presented within financing activities. Refer to Note 8 “Derivative Financial Instruments.” (2) During 2022, includes $40 million related to the Delayed Shares (as defined in Note 4 “Acquisitions and Disposition”) as a result of the ADT Solar Acquisition. During 2021 and 2020, relates to the ADT Solar Acquisition and the Defenders Acquisition, respectively (both as defined and discussed in Note 4 “Acquisitions and Disposition”). (3) During 2022, the Company recorded a reduction to additional paid in capital as a result of the contingent forward purchase contract in connection with the Tender Offer (as defined and discussed in Note 10 “Equity”). Prepaid Expenses and Other Current Assets December 31, (in thousands) 2022 2021 Prepaid expenses $ 28,648 $ 30,373 Contract assets (see Note 2 "Revenue and Receivables") 33,632 58,452 Fair value of interest rate swaps (see Note 8 "Derivative Financial Instruments") 78,110 — Other receivables (1) 122,476 23,211 Other current assets 77,982 57,209 Prepaid expenses and other current assets $ 340,848 $ 169,245 ___________________ (1) As of December 31, 2022, the Company recorded a liability of approximately $88 million, which is reflected in accrued expenses and other current liabilities and which relates to certain loans provided to customers within the Solar business that the Company may be required to repurchase from the third party lenders. Included in other receivables is the amount that the Company expects to recover if permission to operate is achieved in the event the third party lenders do require the Company to repurchase such loans. Inventories, net Inventories are primarily comprised of components and parts for the Company’s security and solar systems. The Company records inventory at the lower of cost and net realizable value. Inventories are presented net of an obsolescence reserve. Work-in-Progress Work-in-progress is primarily comprised of certain costs incurred for installations of security system equipment sold outright to customers that have not yet been completed. Property and Equipment, net Property and equipment, net, is recorded at historical cost less accumulated depreciation, which is calculated using the straight-line method over the estimated useful lives of the related assets. Depreciation expense is reflected in depreciation and intangible asset amortization. Repairs and maintenance expenditures are expensed when incurred. Useful Lives: Buildings and related improvements Up to 40 years Leasehold improvements Lesser of remaining term of the lease or economic useful life Capitalized software 3 to 10 years Machinery, equipment, and other Up to 10 years Net Carrying Amount: December 31, (in thousands) 2022 2021 Land $ 13,052 $ 13,120 Buildings and leasehold improvements 115,887 112,475 Capitalized software 560,581 491,184 Machinery, equipment, and other 205,828 205,696 Construction in progress 16,426 26,335 Finance leases 199,487 166,925 Accumulated depreciation (735,293) (651,627) Property and equipment, net $ 375,968 $ 364,108 Depreciation Expense: Years Ended December 31, (in thousands) 2022 2021 2020 Depreciation expense $ 206,709 $ 197,202 $ 187,386 Subscriber System Assets, net and Deferred Subscriber Acquisition Costs, net Subscriber system assets represent capitalized equipment and installation costs incurred in connection with transactions in which the Company retains ownership of the security system and are reflected in the Consolidated Balance Sheets as follows: December 31, (in thousands) 2022 2021 Gross carrying amount $ 6,205,762 $ 5,499,703 Accumulated depreciation (3,144,459) (2,632,175) Subscriber system assets, net $ 3,061,303 $ 2,867,528 Deferred subscriber acquisition costs represent selling expenses (primarily commissions) that are incremental to acquiring customers. The Company records subscriber system assets and deferred subscriber acquisition costs in the Consolidated Balance Sheets as these assets represent a probable future economic benefit for the Company through the generation of future monitoring and related services revenue. Upon customer termination, the Company may retrieve such assets. Subscriber system assets and any related deferred subscriber acquisition costs are accounted for on a pooled basis based on the month and year of customer acquisition and are depreciated and amortized using an accelerated method over the estimated life of the customer relationship, which is 15 years. In order to align the depreciation and amortization of these pooled costs to the pattern in which their economic benefits are consumed, the accelerated method utilizes an average declining balance rate of approximately 250% and converts to straight-line methodology when the resulting charge is greater than that from the accelerated method, resulting in an average charge of approximately 55% of the pool within the first five years, 25% within the second five years, and 20% within the final five years. Depreciation of subscriber system assets and amortization of deferred subscriber acquisition costs are reflected in depreciation and intangible asset amortization and selling, general, and administrative expenses, respectively, as follows: Years Ended December 31, (in thousands) 2022 2021 2020 Depreciation of subscriber system assets $ 551,260 $ 506,568 $ 501,669 Amortization of deferred subscriber acquisition costs $ 162,981 $ 126,089 $ 96,823 Long-Lived Assets (excluding Goodwill and Other Indefinite-Lived Intangible Assets) The Company reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. The Company groups assets at the lowest level for which cash flows are separately identified. Recoverability is measured by a comparison of the carrying amount of the asset group to its expected future undiscounted cash flows. If the expected future undiscounted cash flows of the asset group are less than its carrying amount, an impairment loss is recognized based on the amount by which the carrying amount exceeds the fair value less costs to sell. The calculation of the fair value less costs to sell of an asset group is based on assumptions concerning the amount and timing of estimated future cash flows and assumed discount rates, reflecting varying degrees of perceived risk. There were no material long-lived asset impairments during the periods presented. Accrued Expenses and Other Current Liabilities December 31, (in thousands) 2022 2021 Accrued interest $ 156,495 $ 124,579 Payroll-related accruals 208,111 196,165 Operating lease liabilities (see Note 14 "Leases") 28,696 37,359 Fair value of interest rate swaps (see Note 8 "Derivative Financial Instruments") — 50,360 Opportunity Fund (see Note 10 "Equity") 100,802 — Other accrued liabilities 405,676 328,782 Accrued expenses and other current liabilities $ 899,780 $ 737,245 Advertising Costs Advertising costs are expensed when incurred. Advertising costs included in selling, general, and administrative expenses were $219 million, $239 million, and $264 million during 2022, 2021, and 2020, respectively. Radio Conversion Program During 2019, the Company commenced a program to replace the 3G and Code-Division Multiple Access (“CDMA”) cellular equipment used in many of its security systems prior to the cellular network providers retiring their 3G and CDMA networks during 2022. From inception of this program through December 31, 2022, the Company incurred $292 million of net radio conversion costs. The estimated remaining radio conversion costs and related incremental revenue are not expected to be material. Radio conversion costs and radio conversion revenue are reflected in selling, general, and administrative expenses and monitoring and related services revenue, respectively, as follows: Years Ended December 31, (in thousands) 2022 2021 2020 Radio conversion costs $ 31,428 $ 250,490 $ 88,709 Radio conversion revenue $ 28,075 $ 39,127 $ 36,820 Merger, Restructuring, Integration, and Other Merger, restructuring, integration, and other represents certain direct and incremental costs resulting from acquisitions made by the Company, integration costs as a result of those acquisitions, costs related to the Company’s restructuring efforts, as well as fair value remeasurements and impairment charges on certain strategic investments. Concentration of Credit Risks The majority of the Company’s cash and cash equivalents and restricted cash and restricted cash equivalents are held at major financial institutions. There is a concentration of credit risk related to certain account balances in excess of the Federal Deposit Insurance Corporation insurance limit of $250,000 per account. The Company regularly monitors the financial stability of these financial institutions and believes there is no exposure to any significant credit risk for its cash and cash equivalents and restricted cash and restricted cash equivalents. Concentration of credit risk associated with the majority of the Company’s receivables from customers is limited due to the significant size of the customer base. Fair Value of Financial Instruments The Company’s financial instruments primarily consist of cash and cash equivalents, restricted cash and restricted cash equivalents, accounts receivable, retail installment contract receivables, accounts payable, debt, and derivative financial instruments. Due to their short-term and/or liquid nature, the fair values of cash, restricted cash, accounts receivable, and accounts payable approximate their respective carrying amounts. Cash Equivalents - Included in cash and cash equivalents and restricted cash and restricted cash equivalents, as applicable from time to time, are investments in money market mutual funds. These investments are generally classified as Level 1 fair value measurements, which represent unadjusted quoted prices in active markets for identical assets or liabilities. Investments in money market mutual funds were $145 million as of December 31, 2022, and were not material as of December 31, 2021. Retail Installment Contract Receivables, net - The fair values of the Company’s retail installment contract receivables are determined using a discounted cash flow model and are classified as Level 3 fair value measurements. December 31, 2022 2021 (in thousands) Carrying Fair Carrying Fair Retail installment contract receivables, net $ 531,516 $ 385,114 $ 330,605 $ 255,147 Long-Term Debt Instruments - The fair values of the Company’s debt instruments are determined using broker-quoted market prices, which represent quoted prices for similar assets or liabilities as well as other observable market data, and are classified as Level 2 fair value measurements. The carrying amounts of debt outstanding, if any, under the Company’s first lien revolving credit facility (the “First Lien Revolving Credit Facility”) and its uncommitted receivables securitization financing agreement (the “Receivables Facility”) approximate their fair values, as interest rates on these borrowings approximate current market rates. December 31, 2022 2021 (in thousands) Carrying Fair Carrying Fair Long-term debt instruments, excluding finance lease obligations, subject to fair value disclosures $ 9,733,700 $ 9,312,932 $ 9,599,610 $ 10,043,877 Derivative Financial Instruments - Derivative financial instruments are reported at fair value as either assets or liabilities. These fair values are primarily calculated using discounted cash flow models utilizing observable inputs, such as quoted forward interest rates, and incorporate credit risk adjustments to reflect the risk of default by the counterparty or the Company. The resulting fair values are classified as Level 2 fair value measurements. Refer to Note 8 “Derivative Financial Instruments” for the fair values of the Company’s derivative financial instruments. |