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 Compass Solar Group, LLC (now named ADT Solar LLC) (“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”). Basis of Presentation The condensed consolidated financial statements include the consolidated results of ADT Inc. and its wholly-owned subsidiaries and have been prepared in U.S. dollars in accordance with generally accepted accounting principles in the United States of America (“GAAP”). In addition, 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. All intercompany transactions have been eliminated. The results of companies acquired are included in the condensed consolidated financial statements from the effective date of acquisition. Certain prior period amounts have been reclassified to conform with the current period presentation. 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 to summarize fairly 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, 2021 included herein was derived from the audited consolidated financial statements as of that date but does not include all the footnote disclosures required in the annual consolidated financial statements. 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 Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Annual Report”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 1, 2022. Restatement The Company restated its previously issued Condensed Consolidated Financial Statements and related notes for the three and nine months ended September 30, 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 three and nine months ended September 30, 2022 are as follows: Condensed Consolidated Balance Sheet: As of September 30, 2022 (in thousands) As Reported Adjustments As Restated Goodwill $ 5,822,076 $ (51,589) $ 5,770,487 Total assets $ 17,567,895 $ (51,589) $ 17,516,306 Deferred tax liabilities $ 927,606 $ (12,327) $ 915,279 Total liabilities $ 14,361,041 $ (12,327) $ 14,348,714 Accumulated deficit $ (4,028,519) $ (39,262) $ (4,067,781) Total stockholders' equity $ 3,206,854 $ (39,262) $ 3,167,592 Total liabilities and stockholders' equity $ 17,567,895 $ (51,589) $ 17,516,306 Condensed Consolidated Statement of Operations: For the three months ended For the nine months ended (in thousands, except per share amounts) As Reported Adjustments As Restated As Reported Adjustments As Restated Goodwill impairment $ 149,385 $ 51,589 $ 200,974 $ 149,385 $ 51,589 $ 200,974 Operating income (loss) $ 67,341 $ (51,589) $ 15,752 $ 353,898 $ (51,589) $ 302,309 Income (loss) before income taxes and equity in net earnings (losses) of equity method investee $ (118,859) $ (51,589) $ (170,448) $ 82,699 $ (51,589) $ 31,110 Income tax benefit (expense) $ (1,534) $ 12,327 $ 10,793 $ (58,982) $ 12,327 $ (46,655) Income (loss) before equity in net earnings (losses) of equity method investee $ (120,393) $ (39,262) $ (159,655) $ 23,717 $ (39,262) $ (15,545) Net income (loss) $ (121,987) $ (39,262) $ (161,249) $ 21,175 $ (39,262) $ (18,087) Net income (loss) per share - basic: Common Stock $ (0.13) $ (0.05) $ (0.18) $ 0.02 $ (0.04) $ (0.02) Class B Common Stock $ (0.13) $ (0.05) $ (0.18) $ 0.02 $ (0.04) $ (0.02) Weighted-average shares outstanding - basic: Common Stock 850,230 — 850,230 847,456 — 847,456 Class B Common Stock 54,745 — 54,745 54,745 — 54,745 Net income (loss) per share - diluted: Common Stock $ (0.13) $ (0.05) $ (0.18) $ 0.02 $ (0.04) $ (0.02) Class B Common Stock $ (0.13) $ (0.05) $ (0.18) $ 0.02 $ (0.04) $ (0.02) Weighted-average shares outstanding - diluted: Common Stock 850,230 — 850,230 857,696 (10,240) 847,456 Class B Common Stock 54,745 — 54,745 54,745 — 54,745 Condensed Consolidated Statement of Comprehensive Income (Loss): For the three months ended For the nine months ended (in thousands) As Reported Adjustments As Restated As Reported Adjustments As Restated Net income (loss) $ (121,987) $ (39,262) $ (161,249) $ 21,175 $ (39,262) $ (18,087) Comprehensive income (loss) $ (117,914) $ (39,262) $ (157,176) $ 42,887 $ (39,262) $ 3,625 Condensed Consolidated Statement of Stockholders’ Equity: For the three months ended For the nine months ended (in thousands) As Reported Adjustments As Restated As Reported Adjustments As Restated Net income (loss) $ (121,987) $ (39,262) $ (161,249) $ 21,175 $ (39,262) $ (18,087) Accumulated deficit $ (4,028,519) $ (39,262) $ (4,067,781) $ (4,028,519) $ (39,262) $ (4,067,781) Total stockholders' equity $ 3,206,854 $ (39,262) $ 3,167,592 $ 3,206,854 $ (39,262) $ 3,167,592 Condensed Consolidated Statement of Cash Flows: For the nine months ended (in thousands) As Reported Adjustments As Restated Net income (loss) $ 21,175 $ (39,262) $ (18,087) Deferred income taxes $ 48,138 $ (12,327) $ 35,811 Goodwill, intangible, and other asset impairments $ 149,385 $ 51,589 $ 200,974 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” 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. 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. Use of Estimates The preparation of the 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, and supply chain disruptions as well as the 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 September 30, 2022, the Company’s response plan has not materially changed from that described in the 2021 Annual Report. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements Reference Rate Reform - Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2021-01, Reference Rate Reform (Topic 848) : Scope, amends ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and clarifies the scope and guidance of Topic 848 to allow derivatives impacted by the reference rate reform to qualify for certain optional expedients and exceptions for contract modifications and hedge accounting. The guidance is optional and may be applied prospectively to contract modifications made on or before December 31, 2022. As of September 30, 2022, this guidance had no impact on the condensed consolidated financial statements. However, the Company will continue to evaluate this guidance. Recently Issued 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 guidance becomes effective January 1, 2023, and should be applied prospectively. Early adoption is permitted. The Company is currently evaluating this guidance. 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. 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 becomes effective January 1, 2023, and should be applied retrospectively, except for the amendment on roll-forward information, which becomes effective January 1, 2024, and should be applied prospectively. Early adoption is permitted. The Company is currently evaluating this guidance. Summary of Significant Accounting Policies Unless otherwise noted, the Company’s accounting policies used in the preparation of these condensed consolidated financial statements as discussed below, or included within the respective footnotes herein, do not materially differ from those disclosed in the 2021 Annual Report. Cash and Cash Equivalents and Restricted Cash and Restricted Cash Equivalents Cash and cash equivalents that are restricted for a specific purpose and cannot be presented within the general cash and cash equivalents account are included in restricted cash and restricted cash equivalents, which is reflected in prepaid expenses and other current assets. 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) September 30, 2022 December 31, 2021 Cash and cash equivalents $ 45,734 $ 24,453 Restricted cash and restricted cash equivalents 14,050 8,824 Ending balance $ 59,784 $ 33,277 Subscriber System Assets and Deferred Subscriber Acquisition Costs Subscriber system assets represent capitalized equipment and installation costs incurred in connection with transactions in which the Company retains ownership of the security system. Upon termination of the contract with the customer, the Company may retrieve such assets. 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 Condensed Consolidated Balance Sheets as these assets embody a probable future economic benefit for the Company through the generation of future monitoring and related services revenue. 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) September 30, 2022 December 31, 2021 Gross carrying amount $ 6,054,439 $ 5,499,703 Accumulated depreciation (3,014,862) (2,632,175) Subscriber system assets, net $ 3,039,577 $ 2,867,528 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 September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Depreciation of subscriber system assets $ 138,975 $ 129,131 $ 409,583 $ 376,037 Amortization of deferred subscriber acquisition costs $ 42,244 $ 32,534 $ 118,233 $ 91,364 Accrued Expenses and Other Current Liabilities (in thousands) September 30, 2022 December 31, 2021 Accrued interest $ 69,435 $ 124,579 Payroll-related accruals 198,667 196,165 Operating lease liabilities 31,022 37,359 Fair value of interest rate swaps (1) — 50,360 Fair value of other financial instruments (2) 199,488 — Other accrued liabilities 410,560 328,782 Accrued expenses and other current liabilities $ 909,172 $ 737,245 ________________ (1) Refer to Note 8 “Derivative Financial Instruments” for presentation of the aggregate fair value of interest rate swaps. (2) Represents a contingent forward purchase contract (the “Forward Contract”) (as defined and discussed in Note 10 “Equity”). Radio Conversion Program The Company commenced a program in 2019 to replace the 3G and Code-Division Multiple Access (“CDMA”) cellular equipment used in many of its security systems to prepare for the retirement of the 3G and CDMA networks during 2022. From inception of this program through September 30, 2022, the Company incurred $295 million of radio conversion costs, net of related incremental radio conversion revenue. Radio conversion costs and radio conversion revenue are reflected in selling, general, and administrative expenses and monitoring and related services revenue, respectively, as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Radio conversion costs $ 3,082 $ 61,648 $ 29,457 $ 202,075 Radio conversion revenue $ 7,160 $ 9,353 $ 23,051 $ 30,416 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 and other 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 - All highly liquid investments with original maturities of three months or less from the time of purchase are considered to be cash equivalents. Included in cash and cash equivalents as applicable from time to time are investments in money market mutual funds. These investments are 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 not material as of September 30, 2022, or December 31, 2021. 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. September 30, 2022 December 31, 2021 (in thousands) Carrying Fair Carrying Fair Long-term debt instruments, excluding finance lease obligations, subject to fair value disclosures $ 9,707,310 $ 9,043,489 $ 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. Forward Contract - The Forward Contract is reported at fair value within accrued and other current liabilities as disclosed above. The fair value was calculated using a discounted cash flow analysis as the difference between the present value of the cash consideration to be paid and the value of the Common Stock to be tendered as of the measurement dates. The resulting fair value is classified as Level 2 fair value measurements. During the three and nine months ended September 30, 2022, changes in fair value of $158 million are included in other income (expense). Refer to Note 10 “Equity” for additional information. 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. September 30, 2022 December 31, 2021 (in thousands) Carrying Fair Carrying Fair Retail installment contract receivables, net $ 497,799 $ 375,653 $ 330,605 $ 255,147 |