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”), provides security, interactive, and smart home solutions, in the United States (“U.S.”), to consumer, small business, and commercial customers, as well as residential solar and energy storage solutions. The Company primarily conducts business under the ADT brand name. 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”). Basis of Presentation The condensed consolidated financial statements included herein 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 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. The condensed consolidated financial statements included herein are unaudited, but in the opinion of management, such financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the Company’s financial position, results of operations, and cash flows for the interim periods presented. The interim results reported herein should not be taken as indicative of results that may be expected for future interim periods or the full year. The Condensed Consolidated Balance Sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date. Certain information and footnote disclosures required in the annual consolidated financial statements have been omitted as appropriate. For a more comprehensive understanding of the Company and its interim results, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Amended Annual Report on Form 10-K/A for the year ended December 31, 2022 (the Amended “2022 Annual Report”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 27, 2023. Restatement The Company restated its previously issued Condensed Consolidated Financial Statements and related notes for the three months ended March 31, 2023. 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 three months ended March 31, 2023 are as follows: Condensed Consolidated Balance Sheet: As of March 31, 2023 (in thousands) As Reported Adjustments As Restated Goodwill $ 5,626,514 $ (100,519) $ 5,525,995 Total assets $ 17,545,697 $ (100,519) $ 17,445,178 Deferred tax liabilities $ 855,803 $ (31,425) $ 824,378 Total liabilities $ 14,231,171 $ (31,425) $ 14,199,746 Accumulated deficit $ (4,032,463) $ (69,094) $ (4,101,557) Total stockholders’ equity $ 3,314,526 $ (69,094) $ 3,245,432 Total liabilities and stockholders’ equity $ 17,545,697 $ (100,519) $ 17,445,178 Condensed Consolidated Statement of Operations: For the three months ended March 31, 2023 (in thousands, except per share amounts) As Reported Adjustments As Restated Goodwill impairment $ 192,700 $ 48,930 $ 241,630 Operating income (loss) $ 42,722 $ (48,930) $ (6,208) Income (loss) before income taxes and equity in net earnings (losses) of equity method investee $ (130,094) $ (48,930) $ (179,024) Income tax benefit (expense) $ 43,073 $ 19,791 $ 62,864 Income (loss) before equity in net earnings (losses) of equity method investee $ (87,021) $ (29,139) $ (116,160) Net income (loss) $ (89,698) $ (29,139) $ (118,837) Net income (loss) per share - basic: Common Stock $ (0.10) $ (0.03) $ (0.13) Class B Common Stock $ (0.10) $ (0.03) $ (0.13) Weighted-average shares outstanding - basic: Common Stock 854,299 — 854,299 Class B Common Stock 54,745 — 54,745 Net income (loss) per share - diluted: Common Stock $ (0.10) $ (0.03) $ (0.13) Class B Common Stock $ (0.10) $ (0.03) $ (0.13) Weighted-average shares outstanding - diluted: Common Stock 854,299 — 854,299 Class B Common Stock 54,745 — 54,745 Condensed Consolidated Statement of Comprehensive Income (Loss): For the three months ended March 31, 2023 (in thousands) As Reported Adjustments As Restated Net income (loss) $ (89,698) $ (29,139) $ (118,837) Comprehensive income (loss) $ (85,591) $ (29,139) $ (114,730) Condensed Consolidated Statement of Stockholders’ Equity: For the three months ended March 31, 2023 (in thousands) As Reported Adjustments As Restated Net income (loss) $ (89,698) $ (29,139) $ (118,837) Accumulated deficit $ (4,032,463) $ (69,094) $ (4,101,557) Total stockholders’ equity $ 3,314,526 $ (69,094) $ 3,245,432 Condensed Consolidated Statement of Cash Flows: For the three months ended March 31, 2023 (in thousands) As Reported Adjustments As Restated Net income (loss) $ (89,698) $ (29,139) $ (118,837) Deferred income taxes $ (49,949) $ (19,791) $ (69,740) Goodwill, intangible, and other asset impairments $ 193,700 $ 48,930 $ 242,630 In addition, the following footnotes have been updated to reflect the restated amounts: • 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” Use of Estimates The preparation of these condensed consolidated financial statements in accordance with GAAP requires the Company to select accounting policies and make estimates that affect amounts reported in the condensed 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 recent impacts from macroeconomic conditions such as inflationary pressures, rising interest rates, the uncertainty and volatility in the financial markets, and supply chain disruptions, as well as any on-going impacts of the COVID-19 Pandemic (as defined below), in the assessment of its financial position, results of operations, and cash flows, as well as certain accounting estimates, as of and for the periods presented. COVID-19 Pandemic - During March 2020, the World Health Organization declared the outbreak of a novel coronavirus as a pandemic (the “COVID-19 Pandemic”). As of March 31, 2023, the impact to the Company, as well as its response plan, has not materially changed from that described in the Amended 2022 Annual Report. Segments The Company has three operating and reportable segments organized based on customer type: Consumer and Small Business (“CSB”), Commercial, and Solar. The accounting policies of the Company’s reportable segments are the same as those of the Company. Refer to Note 3 “Segment Information” for additional information. Accounting Pronouncements Recently Adopted 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 became effective January 1, 2023. The impact to the Company’s condensed consolidated financial statements was not material. 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. The Company adopted this guidance effective January 1, 2023, except the roll-forward requirement, which becomes effective January 1, 2024 (early adoption is permitted), and should be applied prospectively. The Company does not currently have any material supplier finance programs. Recently Issued Accounting Pronouncements 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 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. Significant Accounting Policies Unless otherwise noted, the Company’s accounting policies discussed below, or included within the respective footnotes herein, do not materially differ from those disclosed in the Amended 2022 Annual Report. Cash and Cash Equivalents and Restricted Cash and Restricted Cash Equivalents The following table reconciles the amounts below reported in the Condensed Consolidated Balance Sheets to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows: (in thousands) March 31, 2023 December 31, 2022 Cash and cash equivalents $ 186,316 $ 257,223 Restricted cash and restricted cash equivalents (1) 117,236 116,357 Ending balance $ 303,552 $ 373,580 ________________ (1) Primarily includes amounts received during 2022 from State Farm Fire & Casualty Company (“State Farm”), inclusive of accrued interest, in connection with the State Farm Development Agreement (as defined and discussed in Note 15 “Related Party Transactions”). 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, which the Company may retrieve upon termination of the contract with the customer. Deferred subscriber acquisition costs represent selling expenses (primarily commissions) that are incremental to acquiring customers. 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. The Company depreciates and amortizes these pooled costs using an accelerated method over the estimated life of the customer relationship, which is 15 years. (in thousands) March 31, 2023 December 31, 2022 Gross carrying amount $ 6,353,853 $ 6,205,762 Accumulated depreciation (3,274,804) (3,144,459) Subscriber system assets, net $ 3,079,049 $ 3,061,303 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: Three Months Ended March 31, (in thousands) 2023 2022 Depreciation of subscriber system assets $ 143,803 $ 133,122 Amortization of deferred subscriber acquisition costs $ 46,684 $ 36,939 Accrued Expenses and Other Current Liabilities (in thousands) March 31, 2023 December 31, 2022 Accrued interest $ 103,508 $ 156,495 Payroll-related accruals 151,392 208,111 Opportunity Fund (see Note 15 “Related Party Transactions”) 99,775 100,802 Operating lease liabilities (see Note 14 "Leases") 26,964 28,696 Other accrued liabilities 359,471 405,676 Accrued expenses and other current liabilities $ 741,110 $ 899,780 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 $122 million and $145 million as of March 31, 2023 and December 31, 2022, respectively. Long-Term Debt Instruments - The fair values of the Company’s long-term 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. March 31, 2023 December 31, 2022 (in thousands) Carrying Fair Carrying Fair Long-term debt instruments subject to fair value disclosures (1) $ 9,748,108 $ 9,521,276 $ 9,733,700 $ 9,312,932 ________________ (1) Excludes finance leases. Derivative Financial Instruments - Derivative financial instruments are reported at fair value as either assets or liabilities that 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. Retail Installment Contract Receivables - 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. March 31, 2023 December 31, 2022 (in thousands) Carrying Fair Carrying Fair Retail installment contract receivables, net $ 575,764 $ 415,563 $ 531,516 $ 385,114 |