ADT Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS. ADT INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except share and per share data) March 31, 2022 December 31, 2021 Assets Current assets: Cash and cash equivalents $ 17,404 $ 24,453 Accounts receivable, net of allowance for credit losses of $ 55,727 and $ 54,032 , respectively 453,823 442,158 Inventories, net 304,835 277,323 Work-in-progress 75,930 70,528 Prepaid expenses and other current assets 215,412 178,069 Total current assets 1,067,404 992,531 Property and equipment, net 362,071 364,108 Subscriber system assets, net 2,919,362 2,867,528 Intangible assets, net 5,285,664 5,413,351 Goodwill 5,940,758 5,943,403 Deferred subscriber acquisition costs, net 905,323 850,489 Other assets 534,199 462,941 Total assets $ 17,014,781 $ 16,894,351 Liabilities and stockholders' equity Current liabilities: Current maturities of long-term debt $ 126,363 $ 117,592 Accounts payable 449,542 474,976 Deferred revenue 373,863 373,532 Accrued expenses and other current liabilities 629,223 737,245 Total current liabilities 1,578,991 1,703,345 Long-term debt 9,735,304 9,575,098 Deferred subscriber acquisition revenue 1,308,260 1,199,293 Deferred tax liabilities 887,909 867,203 Other liabilities 224,050 300,693 Total liabilities 13,734,514 13,645,632 Commitments and contingencies (See Note 12) Stockholders' equity: Preferred stock—authorized 1,000,000 shares of $ 0.01 par value; zero issued and outstanding as of March 31, 2022 and December 31, 2021. — — Common stock—authorized 3,999,000,000 shares of $ 0.01 par value; issued and outstanding shares of 851,323,652 and 846,825,868 as of March 31, 2022 and December 31, 2021, respectively. 8,513 8,468 Class B common stock—authorized 100,000,000 shares of $ 0.01 par value; issued and outstanding shares of 54,744,525 as of March 31, 2022 and December 31, 2021. 547 547 Additional paid-in capital 7,262,237 7,261,267 Accumulated deficit ( 3,933,140 ) ( 3,952,590 ) Accumulated other comprehensive loss ( 57,890 ) ( 68,973 ) Total stockholders' equity 3,280,267 3,248,719 Total liabilities and stockholders' equity $ 17,014,781 $ 16,894,351 See Notes to Condensed Consolidated Financial Statements 1 ADT INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except per share data) Three Months Ended March 31, 2022 2021 Monitoring and related services $ 1,121,296 $ 1,062,766 Installation, product, and other 423,451 241,938 Total revenue 1,544,747 1,304,704 Cost of revenue (exclusive of depreciation and amortization shown separately below) 509,768 381,166 Selling, general, and administrative expenses 482,348 449,602 Depreciation and intangible asset amortization 476,123 469,809 Merger, restructuring, integration, and other 528 20,507 Operating income (loss) 75,980 ( 16,380 ) Interest expense, net ( 6,307 ) ( 47,724 ) Loss on extinguishment of debt — ( 156 ) Other income (expense) 1,496 1,803 Income (loss) before income taxes 71,169 ( 62,457 ) Income tax benefit (expense) ( 19,524 ) 14,563 Net income (loss) $ 51,645 $ ( 47,894 ) Net income (loss) per share - basic: Common stock $ 0.06 $ ( 0.06 ) Class B common stock $ 0.06 $ ( 0.06 ) Weighted-average shares outstanding - basic: Common stock 843,830 762,704 Class B common stock 54,745 54,745 Net income (loss) per share - diluted: Common stock $ 0.06 $ ( 0.06 ) Class B common stock $ 0.06 $ ( 0.06 ) Weighted-average shares outstanding - diluted: Common stock 911,313 762,704 Class B common stock 54,745 54,745 See Notes to Condensed Consolidated Financial Statements 2 ADT INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (in thousands) Three Months Ended March 31, 2022 2021 Net income (loss) $ 51,645 $ ( 47,894 ) Other comprehensive income (loss), net of tax: Cash flow hedges 11,092 11,666 Defined benefit pension plans ( 9 ) 846 Total other comprehensive income (loss), net of tax 11,083 12,512 Comprehensive income (loss) $ 62,728 $ ( 35,382 ) See Notes to Condensed Consolidated Financial Statements 3 ADT INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) (in thousands) Three Months Ended March 31, 2022 Number of Common Shares Number of Class B Common Shares Common Stock Class B Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Beginning balance 846,826 54,745 $ 8,468 $ 547 $ 7,261,267 $ ( 3,952,590 ) $ ( 68,973 ) $ 3,248,719 Net income (loss) — — — — — 51,645 — 51,645 Other comprehensive income (loss), net of tax — — — — — — 11,083 11,083 Dividends — — — — — ( 31,758 ) — ( 31,758 ) Share-based compensation expense — — — — 16,020 — — 16,020 Transactions related to employee share-based compensation plans and other 4,498 — 45 — ( 15,050 ) ( 437 ) — ( 15,442 ) Ending balance 851,324 54,745 $ 8,513 $ 547 $ 7,262,237 $ ( 3,933,140 ) $ ( 57,890 ) $ 3,280,267 Three Months Ended March 31, 2021 Number of Common Shares Number of Class B Common Shares Common Stock Class B Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Beginning balance 771,014 54,745 $ 7,710 $ 547 $ 6,640,763 $ ( 3,491,069 ) $ ( 118,615 ) $ 3,039,336 Net income (loss) — — — — — ( 47,894 ) — ( 47,894 ) Other comprehensive income (loss), net of tax — — — — — — 12,512 12,512 Dividends, including dividends reinvested in common stock — — — — 4 ( 29,136 ) — ( 29,132 ) Share-based compensation expense — — — — 16,019 — — 16,019 Transactions related to employee share-based compensation plans and other 3,870 — 39 — ( 12,454 ) ( 516 ) — ( 12,931 ) Ending balance 774,884 54,745 $ 7,749 $ 547 $ 6,644,332 $ ( 3,568,615 ) $ ( 106,103 ) $ 2,977,910 See Notes to Condensed Consolidated Financial Statements 4 ADT INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Three Months Ended March 31, 2022 2021 Cash flows from operating activities: Net income (loss) $ 51,645 $ ( 47,894 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and intangible asset amortization 476,123 469,809 Amortization of deferred subscriber acquisition costs 36,939 28,642 Amortization of deferred subscriber acquisition revenue ( 53,423 ) ( 37,159 ) Share-based compensation expense 16,020 16,019 Deferred income taxes 16,172 ( 21,815 ) Provision for losses on receivables and inventory 19,314 14,250 Loss on extinguishment of debt — 156 Intangible asset impairments — 17,883 Unrealized (gain) loss on interest rate swap contracts ( 145,289 ) ( 106,517 ) Other non-cash items, net 65,445 38,815 Changes in operating assets and liabilities, net of effects of acquisitions: Deferred subscriber acquisition costs ( 92,837 ) ( 67,402 ) Deferred subscriber acquisition revenue 81,073 58,170 Other, net ( 163,110 ) ( 3,623 ) Net cash provided by (used in) operating activities 308,072 359,334 Cash flows from investing activities: Dealer generated customer accounts and bulk account purchases ( 185,070 ) ( 198,761 ) Subscriber system asset expenditures ( 182,141 ) ( 144,345 ) Purchases of property and equipment ( 38,317 ) ( 41,505 ) Acquisition of businesses, net of cash acquired 32 ( 15,909 ) Other investing, net 373 1,408 Net cash provided by (used in) investing activities ( 405,123 ) ( 399,112 ) Cash flows from financing activities: Proceeds from long-term borrowings 280,000 10,729 Proceeds from receivables facility 46,876 29,670 Repayment of long-term borrowings, including call premiums ( 153,269 ) ( 17,937 ) Repayment of receivables facility ( 20,876 ) ( 7,367 ) Dividends on common stock ( 31,596 ) ( 28,980 ) Deferred financing costs ( 172 ) ( 114 ) Other financing, net ( 29,118 ) ( 26,686 ) Net cash provided by (used in) financing activities 91,845 ( 40,685 ) Cash and cash equivalents and restricted cash and restricted cash equivalents: Net increase (decrease) during the period ( 5,206 ) ( 80,463 ) Beginning balance 33,277 207,747 Ending balance $ 28,071 $ 127,284 See Notes to Condensed Consolidated Financial Statements 5 ADT INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. 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.”). With the acquisition of Compass Solar Group, LLC (now named ADT Solar LLC) (“ADT Solar”) (the “ADT Solar Acquisition”) in December 2021, the Company is now also a leading provider of 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”). 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. Segments The Company organizes its segments based on customer type and reports results in three operating and reportable segments, which are Consumer and Small Business (“CSB”), Commercial, and Solar, 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 on the Company’s segments. 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. 6 ADT INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) COVID-19 Pandemic During March 2020, the World Health Organization declared the outbreak of a novel coronavirus as a pandemic (the “COVID-19 Pandemic”). While responses have varied by individuals, businesses, and state and local governments, the COVID-19 Pandemic, including recent variants, caused certain notable impacts on general economic conditions, including temporary and permanent closures of many businesses, increased governmental regulations, supply chain disruptions, and changes in consumer spending. To protect its employees and serve its customers, the Company implemented and is continuously evolving certain measures, such as (i) detailed protocols for infectious disease safety for employees, (ii) employee daily wellness checks, and (iii) certain work from home actions, including for the majority of the Company’s call center professionals. The Company considered the on-going and pervasive economic impact of the COVID-19 Pandemic 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. However, the evolving and uncertain nature of the COVID-19 Pandemic, as well as the evolving nature of the regulatory environment which may require vaccines or vaccine boosters or other actions that could impact the Company’s employee base or impose additional costs on the business, could materially impact the Company’s estimates and financial results in future reporting periods. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements 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 is effective for a limited period of time through December 31, 2022. As of March 31, 2022, this guidance had no impact on the condensed consolidated financial statements. However, the Company will continue to evaluate this guidance in subsequent periods. Recently Issued Accounting Pronouncements ASU 2022-02, Financial Instruments — Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), eliminates the accounting guidance for troubled debt restructurings by creditors while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. ASU 2022-02 also requires public business entities to disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. It should also be applied prospectively, with an option to apply a modified retrospective transition method in relation to the recognition and measurement of troubled debt restructurings, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption. Early adoption is permitted, including adoption in an interim period, in which case the guidance should be applied as of the beginning of the fiscal year that includes the interim period. The Company is currently evaluating the impact of 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 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 cash and cash equivalents that are restricted for a specific purpose and cannot be presented within the general cash and cash equivalents account. Restricted cash and restricted cash equivalents are reflected in prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. 7 ADT INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Cash and cash equivalents and restricted cash and restricted cash equivalents as reported in the Condensed Consolidated Balance Sheets reconcile to the amounts shown in the Condensed Consolidated Statements of Cash Flows as follows: (in thousands) March 31, 2022 December 31, 2021 Cash and cash equivalents $ 17,404 $ 24,453 Restricted cash and restricted cash equivalents 10,667 8,824 Ending balance $ 28,071 $ 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. Subscriber system assets reflected in the Condensed Consolidated Balance Sheets includes: (in thousands) March 31, 2022 December 31, 2021 Gross carrying amount $ 5,676,138 $ 5,499,703 Accumulated depreciation ( 2,756,776 ) ( 2,632,175 ) Subscriber system assets, net $ 2,919,362 $ 2,867,528 Depreciation and amortization of subscriber system assets and deferred subscriber acquisition costs are reflected in depreciation and intangible asset amortization and selling, general, and administrative expenses, respectively, in the Condensed Consolidated Statements of Operations as follows: Three Months Ended March 31, (in thousands) 2022 2021 Depreciation of subscriber system assets $ 133,122 $ 122,994 Amortization of deferred subscriber acquisition costs $ 36,939 $ 28,642 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities includes: (in thousands) March 31, 2022 December 31, 2021 Accrued interest $ 83,288 $ 124,579 Payroll-related accruals 144,069 196,165 Operating lease liabilities 38,469 37,359 Fair value of interest rate swaps 13,995 50,360 Other accrued liabilities 349,402 328,782 Accrued expenses and other current liabilities $ 629,223 $ 737,245 8 ADT INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Radio Conversion Costs 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 March 31, 2022, the Company incurred $ 298 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, in the Condensed Consolidated Statements of Operations as follows: Three Months Ended March 31, (in thousands) 2022 2021 Radio conversion costs $ 18,133 $ 69,669 Radio conversion revenue $ 8,193 $ 10,940 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 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. The Company had no material investments in money market mutual funds as of March 31, 2022, or December 31, 2021. Long-Term Debt Instruments - The fair values of the Company’s long-term debt instruments were determined using broker-quoted market prices, which represent quoted prices for similar assets or liabilities as well as other observable market data. The resulting fair values are classified as Level 2 fair value measurements. The carrying amounts of debt outstanding, if any, under the Company’s revolving credit facility and receivables facility approximate fair values as interest rates on these borrowings approximate current market rates. The total carrying amount and fair value of long-term debt instruments subject to fair value disclosures were as follows: March 31, 2022 December 31, 2021 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt instruments, excluding finance lease obligations $ 9,771,351 $ 9,802,804 $ 9,599,610 $ 10,043,877 Derivative Financial Instruments - Derivative financial instruments are reported at fair value as either assets or liabilities in the Condensed Consolidated Balance Sheets. 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 7 “Derivative Financial Instruments” for the fair values of the Company’s derivative financial instruments included in the Condensed Consolidated Balance Sheets. 9 ADT INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Retail Installment Contract Receivables - The fair values of the Company’s retail installment contract receivables were determined using a discounted cash flow model. The resulting fair values are classified as Level 3 fair value measurements. The total carrying amount and fair value of retail installment contract receivables were as follows: March 31, 2022 December 31, 2021 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Retail installment contract receivables, net $ 384,345 $ 297,201 $ 330,605 $ 255,147 Subsequent Event - Canopy Investment In April 2022, the Company closed on its previously announced transaction with Ford Motor Company (“Ford”) to form a new entity, Canopy, which will combine ADT’s professional security monitoring and Ford’s AI-driven video camera technology to help customers strengthen security of new and existing vehicles across automotive brands. ADT and Ford expect to invest approximately $ 100 million collectively during the next three years , of which ADT will contribute 40 %. As part of the initial funding at closing, the Company’s initial contribution totaled approximately $ 11 million. 2. REVENUE AND RECEIVABLES Revenue The Company allocates transaction price to each performance obligation based on relative standalone selling price, which is determined using observable internal and external pricing, profitability, and operational metrics. The following table presents the Company’s disaggregated revenue: Three Months Ended March 31, (in thousands) 2022 2021 CSB: Monitoring and related services $ 993,028 $ 951,248 Installation, product, and other 69,561 87,357 Total CSB 1,062,589 1,038,605 Commercial: Monitoring and related services 128,268 111,518 Installation, product, and other 161,909 154,581 Total Commercial 290,177 266,099 Solar: Installation, product, and other 191,981 — Total Solar 191,981 — Total revenue $ 1,544,747 $ 1,304,704 Revenue is recognized in the Condensed Consolidated Statements of Operations net of sales and other taxes. Amounts collected from customers for sales and other taxes are reported as a liability net of the related amounts remitted. 10 ADT INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Contract termination charges are assessed in accordance with the terms of the contract when customers terminate a contract early and are recognized in monitoring and related services revenue in the Condensed Consolidated Statements of Operations when collectability is probable. Company-Owned - In transactions in which the Company provides monitoring and related services but retains ownership of the security system (referred to as Company-owned transactions), the Company’s performance obligations primarily include (i) monitoring and related services and (ii) a material right associated with the one-time non-refundable fees in connection with the initiation of a monitoring contract which the customer will not be required to pay again upon a renewal of the contract (referred to as deferred subscriber acquisition revenue). Since March 2021, substantially all new CSB transactions have taken place under a Company-owned model. The portion of the transaction price associated with monitoring and related services is recognized when these services are provided to the customer and is reflected in monitoring and related services revenue in the Condensed Consolidated Statements of Operations. The portion of the transaction price associated with the material right is deferred upon initiation of a monitoring contract and reflected as deferred subscriber acquisition revenue in the Condensed Consolidated Balance Sheets. Deferred subscriber acquisition revenue is amortized on a pooled basis over the estimated life of the customer relationship using an accelerated method consistent with the treatment of subscriber system assets and deferred subscriber acquisition costs. Amortization of deferred subscriber acquisition revenue is reflected in installation, product, and other revenue in the Condensed Consolidated Statements of Operations as follows: Three Months Ended March 31, ( in thousands ) 2022 2021 Amortization of deferred subscriber acquisition revenue $ 53,423 $ 37,159 Customer-Owned - In transactions involving security systems sold outright to the customer (referred to as outright sales), the Company’s performance obligations generally include the sale and installation of the system and any monitoring and related services. The portion of the transaction price associated with the sale and installation of a system is recognized either at a point in time or over time based upon the nature of the transaction and contractual terms and is reflected in installation, product, and other revenue in the Condensed Consolidated Statements of Operations. For revenue recognized over time, progress toward complete satisfaction of the performance obligation is primarily measured using a cost-to-cost measure of progress method. The cost input driving revenue recognition for these contracts is based primarily on contract cost incurred to date compared to total estimated contract cost. This measure of progress method includes forecasts based on the best information available and reflects the Company’s judgment to faithfully depict the value of the services transferred to the customer. Approximately half of installation, product, and other revenue generated by the Commercial segment is recognized over time. The portion of the transaction price associated with monitoring and related services is recognized when services are provided to the customer and is reflected in monitoring and related services revenue in the Condensed Consolidated Statements of Operations. Solar - In transactions within our Solar business, the Company’s performance obligations generally include the sale and installation of a solar system, and may also include additional performance obligations such as roofing services or the sale and installation of additional products such as batteries. Revenue is recognized when control over the products and services are transferred to the customer and is reflected in installation, product, and other revenue in the Condensed Consolidated Statements of Operations. The Company also enters into agreements with third-party lenders in order to access loan products for the Company’s Solar customers. These lenders have the exclusive right to determine if a loan application will be accepted or rejected, and the Company is not a party to the loan agreement. There are no guarantees related to the repayment of the loan, and as such, there is no liability associated with these arrangements. These lenders remit the loan amount, net of fees related to obtaining favorable interest rates for customers, to the Company once the loan is approved or upon installation. These fees are recorded as a reduction of installation, product, and other revenue and were approximately $ 38 million during the three months ended March 31, 2022. 11 ADT INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Product Sales Revenue and cost of revenue from product and system sales included in the Condensed Consolidated Statements of Operations were as follows: Three Months Ended March 31, ( in thousands ) 2022 2021 Installation, product, and other $ 300,850 $ 202,746 Cost of revenue (exclusive of depreciation and amortization shown separately below) $ 220,565 $ 160,186 Deferred Revenue Deferred revenue represents customer billings for services not yet rendered and is primarily related to recurring monitoring and related services. In addition, payments received for the sale and installation of a system after the agreement is signed but before performance obligations are satisfied are recorded as deferred revenue. These amounts are recorded as current deferred revenue in the Condensed Consolidated Balance Sheets as the Company expects to satisfy any remaining performance obligations, as well as recognize the related revenue, within the next twelve months when performance obligations are satisfied. Accordingly, the Company has applied the practical expedient regarding deferred revenue to exclude the value of remaining performance obligations if (i) the contract has an original expected term of one year or less or (ii) the Company recognizes revenue in proportion to the amount it has the right to invoice for services performed. Accounts Receivable Accounts receivable represent unconditional rights to consideration from customers in the ordinary course of business and are generally due in one year or less. The Company’s accounts receivable are recorded at amortized cost less an allowance for credit losses not expected to be recovered. The allowance for credit losses is recognized at inception and reassessed each reporting period. The Company evaluates its allowance for credit losses on accounts receivable in pools based on customer type. For each customer pool, the allowance for credit losses is estimated based on the delinquency status of the underlying receivables and the related historical loss experience, as adjusted for current and expected future conditions, if applicable. The allowance for credit losses is not material for the individual pools of customers. Changes in the allowance for credit losses on accounts receivable were as follows: Three Months Ended March 31, (in thousands) 2022 2021 Beginning balance $ 54,032 $ 68,342 Provision for credit losses 20,457 14,322 Write-offs, net of recoveries (1) ( 18,762 ) ( 15,834 ) Ending balance $ 55,727 $ 66,830 ________________ (1) Recoveries were not material for the periods presented. As such, the Company presented write-offs, net of recoveries. Retail Installment Contract Receivables The Company’s retail installment contract option allows qualifying residential customers to pay the fees due at installation over a 24-, 36-, or 60-month interest-free period and is available for security system transactions occurring under both Company-owned and customer-owned models. The financing component of retail installment contract receivables is not significant. The Company’s retail installment contract receivables are recorded at amortized cost less an allowance for credit losses not expected to be recovered. The allowance for credit losses is recognized at inception and reassessed each reporting period. The allowance for credit losses relates to retail installment contract receivables from outright sales transactions and is not material. 12 ADT INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Upon origination of a retail installment contract, the Company utilizes external credit scores to assess customer credit quality and determine eligibility. In addition, customers are required to enroll in the Company’s automated payment process in order to enter into a retail installment contract. Subsequent to origination, the Company monitors the delinquency status of retail installment contract receivables as the key credit quality indicator. As of March 31, 2022, the current and delinquent billed retail installment contract receivables were not material. Unbilled retail installment contract receivables reflected in the Condensed Consolidated Balance Sheets includes: (in thousands) March 31, 2022 December 31, 2021 Retail installment contract receivables, gross $ 385,086 $ 331,512 Allowance for credit losses ( 741 ) ( 907 ) Retail installment contract receivables, net $ 384,345 $ 330,605 Classification: Accounts receivable, net $ 119,035 $ 100,385 Other assets 265,310 230,220 Retail installment contract receivables, net $ 384,345 $ 330,605 As of March 31, 2022 and December 31, 2021, retail installment contract receivables, net, used as collateral for borrowings under the Company’s uncommitted receivables securitization financing agreement (the “Receivables Facility”) were $ 341 million and $ 299 million, respectively. Refer to Note 6 “Debt” for further discussion regarding the Receivables Facility. Contract Assets Contract assets represent the Company’s right to consideration in exchange for goods or services transferred to the customer. The contract asset is reclassified to accounts receivable when the Company’s right to the consideration becomes unconditional as additional services are performed and billed. The Company has the right to bill customers as services are provided over time, which generally occurs over the course of a 24-, 36-, or 60-month period. The financing component of contract assets is not significant. The Company records an allowance for credit losses against its contract assets for amounts not expected to be recovered. The allowance is recognized at inception and is reassessed each reporting period. The allowance for credit losses on contract assets was not material for the periods presented. Contract assets for residential transactions reflected in the Condensed Consolidated Balance Sheets includes: (in thousands) March 31, 2022 December 31, 2021 Contract assets, gross $ 90,038 $ 106,810 Allowance for credit losses ( 9,281 ) ( 12,300 ) Contract assets, net $ 80,757 $ 94,510 Classification: Prepaid expenses and other current assets $ 54,173 $ 58,452 Other assets 26,584 36,058 Contract assets, net $ 80,757 $ 94,510 During the three months ended March 31, 2022 and 2021, contract assets recognized were not material. 13 ADT INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 3. SEGMENT INFORMATION As discussed in Note 1 “Description of Business and Summary of Significant Accounting Policies,” the Company reports results in three operating and reportable segments based on the manner in which the CODM evaluates performance and makes decisions about how to allocate resources. The Company organizes its segments based on customer type as follows: • CSB - The CSB segment primarily includes (i) revenue and operating costs from the sale, installation, servicing, and monitoring of integrated security and automation systems, as well as other related offerings; (ii) other operating costs associated with support functions related to these operations; and (iii) general corporate costs and other income and expense items not included in the Commercial and Solar segments. Customers in the CSB segment are comprised of residential homeowners, small business operators, and other individual consumers. • Commercial - The Commercial segment primarily includes (i) revenue and operating costs from the sale, installation, servicing, and monitoring of integrated security and automation systems, fire detection and suppression systems, and other related offerings; (ii) other operating costs associated with support functions related to these operations; and (iii) dedicated corporate costs and other income and expense items. Customers in the Commercial segment are comprised of larger businesses with more expansive facilities (typically larger than 10,000 square feet) and/or multi-site operations, which often require more sophisticated integrated solutions. • Solar - The Solar segment primarily includes (i) revenue and operating costs from the design and installation of solar and related solutions and services; (ii) other operating costs associated with support functions related to these operations; and (iii) dedicated corporate costs and other income and expense items. Customers in the Solar segment are comprised of residential homeowners who purchase solar and energy storage solutions, energy efficiency upgrades, and roofing services. The CODM uses Adjusted EBITDA, which is the segment profit measure, to evaluate segment performance. Adjusted EBITDA is defined as net income or loss adjusted for (i) interest; (ii) taxes; (iii) depreciation and amortization, including depreciation of subscriber system assets and other fixed assets and amortization of dealer and other intangible assets; (iv) amortization of deferred costs and deferred revenue associated with subscriber acquisitions; (v) share-based compensation expense; (vi) merger, restructuring, integration, and other; (vii) losses on extinguishment of debt; (viii) radio conversion costs, net; and (ix) other income/gain or expense/loss items such as impairment charges, financing and consent fees, or acquisition-related adjustments. The CODM does not review the Company's assets by segment; therefore, such information is not presented. The following table presents total revenue by segment and a reconciliation to consolidated total revenue: Three Months Ended March 31, (in thousands) 2022 2021 CSB $ 1,062,589 $ 1,038,605 Commercial 290,177 266,099 Solar 191,981 — Total Revenue $ 1,544,747 $ 1,304,704 14 ADT INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The following table presents Adjusted EBITDA by segment and a reconciliation to consolidated net income (loss) before taxes: Three Months Ended March 31, (in thousands) 2022 2021 Adjusted EBITDA by segment: CSB $ 560,545 $ 519,478 Commercial 23,630 22,653 Solar 16,822 — Total $ 600,997 $ 542,131 Reconciliation to consolidated net income (loss) before taxes: Total segment Adjusted EBITDA $ 600,997 $ 542,131 Less: Interest expense, net 6,307 47,724 Depreciation and intangible asset amortization 476,123 469,809 Amortization of deferred subscriber acquisition costs 36,939 28,642 Amortization of deferred subscriber acquisition revenue ( 53,423 ) ( 37,159 ) Share-based compensation expense 16,020 16,019 Merger, restructuring, integration, and other 528 20,507 Loss on extinguishment of debt — 156 Radio conversion costs, net 9,940 58,729 Acquisition related adjustments (1) 36,295 ( 248 ) Other 1,099 409 Net income (loss) before taxes $ 71,169 $ ( 62,457 ) ________________ (1) During 2022, primarily includes the amortization of the customer backlog intangible asset acquired in the ADT Solar Acquisition, which was fully amortized as of March 2022. 4. ACQUISITIONS During the three months ended March 31, 2022, total consideration related to business acquisitions was not material. ADT Solar Acquisition In December 2021, the Company acquired ADT Solar, a leading solar installer in the U.S. Total consideration was approximately $ 750 million, which consisted of cash paid of $ 142 million, net of cash acquired, and approximately 75 million unregistered shares of the Company’s common stock, par value of $ 0.01 per share, with a fair value of $ 569 million, including $ 40 million related to approximately 5 million shares of the Company’s common stock to be issued in various increments over the twelve-month period subsequent to the acquisition date. The total fair value of $ 569 million was based on the closing stock price of the Company’s common stock on December 8, 2021, the acquisition date, adjusted for the impact of contractual restrictions on the ability for the holders to sell their shares. There were no material adjustments to the preliminary purchase price allocation during the three months ended March 31, 2022. 15 ADT INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 5. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill Changes in the carrying amounts of goodwill by reportable segment were as follows: (in thousands) CSB Commercial Solar Total Balance as of December 31, 2021 $ 4,915,832 $ 332,845 $ 694,726 $ 5,943,403 Acquisitions (1) — 180 8,906 9,086 Reclassification to held for sale — ( 11,731 ) — ( 11,731 ) Balance as of March 31, 2022 $ 4,915,832 $ 321,294 $ 703,632 $ 5,940,758 ________________ (1) Includes the impact of measurement period adjustments. During the three months ended March 31, 2022, measurement period adjustments were not material. The Company had no accumulated goodwill impairment losses as of March 31, 2022 or December 31, 2021. Other Intangible Assets Other intangible assets reflected in the Condensed Consolidated Balance Sheets consisted of the following: March 31, 2022 December 31, 2021 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Contracts and related customer relationships $ 8,913,868 $ ( 6,020,281 ) $ 2,893,587 $ 8,719,363 $ ( 5,753,345 ) $ 2,966,018 Dealer relationships 1,518,020 ( 479,156 ) 1,038,864 1,518,020 ( 459,248 ) 1,058,772 Other 253,783 ( 233,570 ) 20,213 263,133 ( 207,572 ) 55,561 Total definite-lived intangible assets 10,685,671 ( 6,733,007 ) 3,952,664 10,500,516 ( 6,420,165 ) 4,080,351 Indefinite-lived intangible assets: Trade name 1,333,000 — 1,333,000 1,333,000 — 1,333,000 Intangible assets $ 12,018,671 $ ( 6,733,007 ) $ 5,285,664 $ 11,833,516 $ ( 6,420,165 ) $ 5,413,351 The change in the net carrying amount of contracts and related customer relationships during the period was as follows: (in thousands) Balance as of December 31, 2021 $ 2,966,018 Customer contract additions, net of dealer charge-backs (1) 197,605 Amortization ( 268,698 ) Other ( 1,338 ) Balance as of March 31, 2022 $ 2,893,587 ________________ (1) The weighted-average amortization period for customer contract additions was 13 years. During the three months ended March 31, 2022, the Company paid $ 185 million related to customer contract additions under the ADT Authorized Dealer Program and from other third parties, which is included in dealer generated customer accounts and bulk account purchases on the Condensed Consolidated Statements of Cash Flows. In addition, contracts and related customer relationships includes customer accounts purchased from certain other third parties during the three months ended March 31, 2022 for an aggregate contractual purchase price of $ 68 million, subject to reduction based on customer retention. The Company paid initial cash at the closings in the aggregate amount of $ 55 million, which is included in the payments for dealer generated customer accounts and bulk account purchases described above. 16 ADT INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Definite-lived intangible asset amortization expense reflected in the Condensed Consolidated Statements of Operations was as follows: Three Months Ended March 31, (in thousands) 2022 2021 Definite-lived intangible asset amortization expense $ 291,947 $ 299,327 6. DEBT The Company’s debt is comprised of the following (in thousands, except as otherwise indicated) : Description Issued Maturity Interest Rate Interest Payable March 31, 2022 December 31, 2021 First Lien Term Loan due 2026 9/23/2019 9/23/2026 Adj. LIBOR + 2.75 % Quarterly $ 2,751,111 $ 2,758,058 First Lien Revolving Credit Facility 3/16/2018 6/23/2026 Adj. LIBOR + 2.75 % Quarterly 170,000 25,000 Second Lien Notes due 2028 1/28/2020 1/15/2028 6.250 % 1/15 and 7/15 1,300,000 1,300,000 First Lien Notes due 2024 4/4/2019 4/15/2024 5.250 % 2/15 and 8/15 750,000 750,000 First Lien Notes due 2026 4/4/2019 4/15/2026 5.750 % 3/15 and 9/15 1,350,000 1,350,000 First Lien Notes due 2027 8/20/2020 8/31/2027 3.375 % 6/15 and 12/15 1,000,000 1,000,000 First Lien Notes due 2029 7/29/2021 8/1/2029 4.125 % 2/1 and 8/1 1,000,000 1,000,000 ADT Notes due 2023 1/14/2013 6/15/2023 4.125 % 6/15 and 12/15 700,000 700,000 ADT Notes due 2032 5/2/2016 7/15/2032 4.875 % 1/15 and 7/15 728,016 728,016 ADT Notes due 2042 7/5/2012 7/15/2042 4.875 % 1/15 and 7/15 21,896 21,896 Receivables Facility 3/5/2020 2/20/2027 LIBOR + 0.85 % Monthly 224,976 199,056 Other debt (1) 4,113 4,732 Total debt principal, excluding finance leases 10,000,112 9,836,758 Plus: Finance lease liabilities (2) 90,316 93,080 Less: Unamortized debt discount, net ( 15,882 ) ( 16,678 ) Less: Unamortized deferred financing costs ( 60,654 ) ( 64,014 ) Less: Unamortized purchase accounting fair value adjustment and other ( 152,225 ) ( 156,456 ) Total debt 9,861,667 9,692,690 Less: Current maturities of long-term debt ( 126,363 ) ( 117,592 ) Long-term debt $ 9,735,304 $ 9,575,098 _________________ (1) Other debt includes vehicle loans attributable to ADT Solar and were not material during the periods presented. (2) Refer to Note 13 “Leases” for additional information regarding the Company’s finance leases. Significant changes in the Company’s debt during the three months ended March 31, 2022 were as follows: First Lien Credit Agreement The Company’s first lien credit agreement, dated as of July 1, 2015 (together with subsequent amendments and restatements, the “First Lien Credit Agreement”), contains a first lien term loan facility (the “First Lien Term Loan due 2026”) and a first lien revolving credit facility (the “First Lien Revolving Credit Facility”). As of March 31, 2022 and December 31, 2021, the Company had $ 405 million and $ 550 million, respectively, in available borrowing capacity under the First Lien Revolving Credit Facility. During the three months ended March 31, 2021, the Company borrowed $ 280 million and repaid $ 135 million under its First Lien Revolving Credit Facility. Loss on Extinguishment of Debt Loss on extinguishment of debt was not material during the three months ended March 31, 2022 or 2021. 17 ADT INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Receivables Facility Under the Receivables Facility, the Company obtains financing by selling or contributing certain retail installment contract receivables to the Company’s wholly-owned consolidated bankruptcy-remote special purpose entity (“SPE”), which then grants a security interest in those retail installment contract receivables as collateral for cash borrowings. The Receivables Facility permits up to $ 400 million of uncommitted financing secured by the Company’s retail installment contract receivables owned by the SPE and has a scheduled termination date for the uncommitted revolving period of October 2022. The Company services the transferred retail installment contract receivables and is responsible for ensuring the related collections are remitted to a segregated bank account in the name of the SPE. On a monthly basis, the segregated account is utilized to make required principal, interest, and other payments due under the Receivables Facility. The segregated account is considered restricted cash, and any outstanding balance is reflected in prepaid expenses and other current assets in the Company’s Condensed Consolidated Balance Sheets. During the three months ended March 31, 2022, the Company received proceeds of $ 47 million under the Receivables Facility and repaid $ 21 million, which are reflected as cash flows from financing activities in the Condensed Consolidated Statements of Cash Flows. As of March 31, 2022 and December 31, 2021, the Company had an uncommitted available borrowing capacity under the Receivables Facility of $ 175 million and $ 201 million, respectively. The Receivables Facility did not have a material impact to the Condensed Consolidated Statements of Operations during the three months ended March 31, 2022 and 2021. Variable Interest Entity The SPE borrower under the Receivables Facility is a separate legal entity with its own creditors who will be entitled, prior to and upon the liquidation of the SPE, to be satisfied out of the SPE’s assets prior to any assets of the SPE becoming available to the Company (other than the SPE). Accordingly, the assets of the SPE are not available to pay creditors of the Company (other than the SPE), although collections from the transferred retail installment contract receivables in excess of amounts required to repay amounts then due and payable to the SPE’s creditors may be released to the Company and subsequently used by the Company (including to pay other creditors). The SPE’s creditors under the Receivables Facility have legal recourse to the transferred retail installment contract receivables owned by the SPE, and to the Company for certain performance and operational obligations relating to the Receivables Facility, but do not have any recourse to the Company (other than the SPE) for the payment of principal and interest on the advances under the Receivables Facility. The SPE meets the definition of a variable interest entity (“VIE”) for which the Company is the primary beneficiary as it has the power to direct the SPE’s activities and the obligation to absorb losses or the right to receive benefits of the SPE. As such, the SPE’s assets, liabilities, and financial results of operations are consolidated in the Company’s condensed consolidated financial statements. As of March 31, 2022 and December 31, 2021, the SPE’s assets and liabilities primarily consisted of unbilled retail installment contract receivables, net, as discussed in Note 2 “Revenue and Receivables,” of $ 341 million and $ 299 million, respectively, and borrowings under the Receivables Facility, as presented above. SOFR Transition By June 2023, LIBOR will be replaced with the Secured Overnight Financing Rate (“SOFR”) (the “SOFR Transition Date”), at which point the applicable benchmark for all existing and new issuances with a variable rate debt component will be based on SOFR. The First Lien Term Loan due 2026 and First Lien Revolving Credit Facility are and will continue to be based on LIBOR until the SOFR Transition Date. However, any modification, such as a repricing entered into after December 31, 2021, will require transition to SOFR. Additionally, any new issuances with a variable rate debt component entered into after December 31, 2021 will utilize SOFR per the terms of the credit agreement. In April 2022, the Receivables Facility was amended to provide for an interim early transition to SOFR for the period beginning April 2022. 18 ADT INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 7. DERIVATIVE FINANCIAL INSTRUMENTS The Company's derivative financial instruments primarily consist of LIBOR-based interest rate swap contracts, which were entered into with the objective of managing exposure to variability in interest rates on the Company's debt. All interest rate swap contracts are reported in the Condensed Consolidated Balance Sheets at fair value. For interest rate swap contracts that are: • Not designated as cash flow hedges: Unrealized gains and losses are recognized in interest expense, net, in the Condensed Consolidated Statements of Operations. • Designated as cash flow hedges: Unrealized gains and losses are recognized as a component of accumulated other comprehensive income (loss) (“AOCI”) in the Condensed Consolidated Balance Sheets and are reclassified into interest expense, net, in the same period in which the related interest on debt affects earnings. For interest rate swap contracts that have been de-designated as cash flow hedges and for which forecasted cash flows are: • Probable or reasonably possible of occurring: Unrealized gains and losses previously recognized as a component of AOCI are reclassified into interest expense, net, in the same period in which the related interest on variable-rate debt affects earnings through the original maturity date of the related interest rate swap contracts. • Probable of not occurring: Unrealized gains and losses previously recognized as a component of AOCI are immediately reclassified into interest expense, net. The cash flows associated with interest rate swap contracts that included an other-than-insignificant financing element at inception are reflected as cash flows from financing activities in the Condensed Consolidated Statements of Cash Flows. Beginning in March 2020, the Company de-designated interest rate swap contracts previously designated as cash flow hedges with an aggregate notional amount of $ 3.0 billion. As the forecasted cash flows are probable or reasonably possible of occurring, unrealized losses previously recognized as a component of AOCI are reclassified into interest expense, net. The Company’s interest rate swaps as of March 31, 2022 and December 31, 2021 consisted of the following (in thousands) : Execution Maturity Designation Notional Amount January 2019 April 2022 Not designated $ 125,000 February 2019 April 2022 Not designated 300,000 October 2019 September 2026 Not designated 2,800,000 Total notional amount $ 3,225,000 The fair value of interest rate swaps recognized in the Condensed Consolidated Balance Sheets was as follows: (in thousands) March 31, 2022 December 31, 2021 Assets Other assets $ 40,948 $ — Liabilities Accrued expenses and other current liabilities 13,995 50,360 Other liabilities — 67,976 Fair value of interest rate swaps - net asset $ 26,953 $ — Fair value of interest rate swaps - net liability $ — $ 118,336 19 ADT INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The unrealized impact of interest rate swaps recognized in interest expense, net, in the Condensed Consolidated Statements of Operations was as follows: Three Months Ended March 31, ( in thousands ) 2022 2021 Unrealized gain (loss) on interest rate swaps $ 145,289 $ 106,517 Amounts reclassified out of AOCI associated with previously designated cash flow hedges were as follows: Three Months Ended March 31, ( in thousands ) 2022 2021 Reclassifications to interest expense $ 14,620 $ 15,416 Reclassifications to income tax benefit $ ( 3,528 ) $ ( 3,750 ) As of March 31, 2022 and December 31, 2021, AOCI, net of tax, related to previously designated cash flow hedges was $ 60 million and $ 71 million, respectively. As of March 31, 2022, approximately $ 25 million of AOCI associated with previously designated cash flow hedges is estimated to be reclassified to interest expense, net, within the next twelve months. During the three months ended March 31, 2022 and 2021, the Company paid $ 13 million and $ 14 million, respectively, related to settlements on interest rate swap contracts that included an other-than-insignificant financing element at inception. 8. INCOME TAXES Unrecognized Tax Benefits The Company’s unrecognized tax benefits relate to tax years that remain subject to audit by the taxing authorities in the U.S. federal, state and local, and foreign jurisdictions. During the three months ended March 31, 2022, the Company did not have a material change to its unrecognized tax benefits. Based on the current status of its income tax audits, the Company does not believe a significant portion of its unrecognized tax benefits will be resolved in the next twelve months. Effective Tax Rate The effective tax rate can vary from period to period due to permanent tax adjustments, discrete items such as the settlement of income tax audits and changes in tax laws, as well as recurring factors such as changes in the overall state tax rate. The Company’s income tax expense for the three months ended March 31, 2022 was $ 20 million, resulting in an effective tax rate for the period of 27.4 %. The effective tax rate primarily represents the federal statutory rate of 21.0 %, a state statutory tax rate, net of federal benefits, of 6.7 %, and a 2.6 % favorable impact of share-based compensation, offset by a 2.7 % unfavorable impact of permanent items. The Company’s income tax benefit for the three months ended March 31, 2021 was $ 15 million, resulting in an effective tax rate for the period of 23.3 %. The effective tax rate primarily represents the federal statutory rate of 21.0 %, a state statutory tax rate, net of federal benefits, of 2.8 %, and a 2.8 % favorable impact of share-based compensation, partially offset by a 1.6 % unfavorable impact of state legislative changes. COVID-19 Pandemic In response to the COVID-19 Pandemic, the American Rescue Plan Act of 2021 and the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) were signed into law in March 2021 and March 2020, respectively, and included significant corporate income tax and payroll tax provisions intended to provide economic relief to address the impact of the COVID-19 Pandemic. During 2020, the Company recognized favorable cash flow impacts related to the accelerated refund of previously generated alternative minimum tax credits, as well as from the deferral of remittance of certain 2020 payroll taxes, with 50 % of the deferred amount due by the end of 2021, and the remainder due by the end of 2022. The Company also recognized a benefit from an increase in the interest expense limitation from 30 % to 50 % for tax years 2019 and 2020. 20 ADT INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Delayed Effective Dates for Tax Law Changes under the Tax Cuts and Jobs Act Certain changes to U.S. federal tax law included in the Tax Cuts and Jobs Act had a delayed effective date and have taken effect for tax years beginning after December 31, 2021. These changes include a limitation on net business interest expense deductions under Internal Revenue Code (“IRC”) Section 163(j) no longer being increased by deductions for depreciation, amortization or depletion, and, under IRC Section 174, specified research and experimentation expenditures being capitalized and amortized. 9. EQUITY Common Stock and Class B Common Stock The Company has two classes of common stock, including common stock (“Common Stock”) and Class B common stock (“Class B Common Stock”), both of which entitle stockholders to one vote per share except as described below. The Company’s Common Stock trades on the New York Stock Exchange under the symbol “ADT” since the Company’s initial public offering in January 2018. Class B Common Stock was issued in September 2020 to Google LLC (“Google”) in a private placement pursuant to a securities purchase agreement dated July 31, 2020 (the “Securities Purchase Agreement”). Each share of Class B Common Stock has equal status and rights to dividends as a share of Common Stock. The holders of Class B Common Stock have one vote for each share of Class B Common Stock held on all matters on which stockholders are entitled to vote generally except for voting on the election, appointment, or removal of directors of the Company. Additionally, each share of Class B Common Stock will immediately become convertible into one share of Common Stock, at the option of the holder, subject to certain timing and restrictions. Dividends Dividends declared on common stock during the periods presented were as follows (in thousands, except per share data) : Common Stock Class B Common Stock Declaration Date Record Date Payment Date Per Share Aggregate Per Share Aggregate Three Months Ended March 31, 2022 3/1/2022 3/17/2022 4/4/2022 $ 0.035 $ 29,842 $ 0.035 $ 1,916 Three Months Ended March 31, 2021 2/25/2021 3/18/2021 4/1/2021 $ 0.035 $ 27,220 $ 0.035 $ 1,916 Subsequent Event - On May 5, 2022, the Company announced a dividend of $ 0.035 per share to holders of Common Stock and Class B Common Stock of record on June 16, 2022, which will be distributed on July 5, 2022. Accumulated Other Comprehensive Income (Loss) There were no material reclassifications out of AOCI. Refer to Note 7 “Derivative Financial Instruments” for AOCI reclassifications associated with cash flow hedges. 10. SHARE-BASED COMPENSATION Share-Based Compensation Expense Share-based compensation expense recognized in selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations was as follows: Three Months Ended March 31, ( in thousands ) 2022 2021 Share-based compensation expense $ 16,020 $ 16,019 21 ADT INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Restricted Stock Units During the three months ended March 31, 2022, the Company granted approximately 6.2 million restricted stock units (“RSUs”) under its 2018 Omnibus Incentive Plan, as amended (the “2018 Plan”). These RSUs are service-based awards with a three-year graded vesting period from the date of grant. The fair value of the RSUs is equal to the closing price per share of the Company’s Common Stock on the date of grant, which resulted in a weighted-average grant date fair value of $ 7.88 . The RSUs’ retirement provisions allow awards to continue to vest in accordance with the granted terms in its entirety when a participant reaches retirement eligibility, as long as 12 months of service have been provided since the grant date. RSUs are entitled to dividend equivalent units (unless otherwise stipulated in the applicable award agreement), which are granted as additional RSUs and are subject to the same vesting and forfeiture conditions as the underlying RSUs. 11. NET INCOME (LOSS) PER SHARE The Company applies the two-class method for computing and presenting net income (loss) per share for each class of common stock, which allocates current period net income (loss) to each class of common stock and participating securities based on (i) dividends declared and (ii) participation rights in the remaining undistributed earnings (losses). Basic net income (loss) per share is computed by dividing the net income (loss) allocated to each class of common stock by the related weighted-average number of shares outstanding during the period. In addition, basic weighted-average shares outstanding for the three months ended March 31, 2022 includes approximately 5 million shares of Common Stock to be issued in various increments throughout 2022 in connection with the ADT Solar Acquisition. Diluted net income (loss) per share gives effect to all securities representing potential common shares that were dilutive and outstanding during the period for each class of common stock. Potential shares of Common Stock include (i) incremental shares of Common Stock calculated using the treasury stock method for share-based compensation awards, (ii) incremental shares of Common Stock issuable upon the conversion of Class B Common Stock, and (iii) incremental shares of Common Stock calculated using the treasury stock method for warrants to purchase additional shares of Common Stock issued in connection with a business combination. There were no potential shares of Class B Common Stock during the periods presented. For the three months ended March 31, 2022, the computation of diluted earnings per share for Common Stock excludes potentially dilutive securities whose effect would have been anti-dilutive in the amounts of approximately 17 million shares from share-based compensation awards and approximately 0.1 million warrants to purchase additional shares of Common Stock. Approximately 9 million unvested shares are excluded from the basic and diluted earnings per share computations, as their vesting is contingent upon achievement of certain performance requirements, which have not been met as of March 31, 2022. The computations of basic and diluted net income (loss) per share under the two-class method for each class of common stock are as follows: Three Months Ended March 31, 2022 2021 Common Stock Class B Common Stock Common Stock Class B Common Stock Allocation of net income (loss) - basic $ 48,510 $ 3,135 $ ( 44,673 ) $ ( 3,221 ) Dilutive effect 2,001 ( 85 ) — — Allocation of net income (loss) - diluted $ 50,511 $ 3,050 $ ( 44,673 ) $ ( 3,221 ) Weighted-average shares outstanding - basic 843,830 54,745 762,704 54,745 Dilutive effect 67,483 — — — Weighted-average shares outstanding - diluted 911,313 54,745 762,704 54,745 Net income (loss) per share - basic $ 0.06 $ 0.06 $ ( 0.06 ) $ ( 0.06 ) Net income (loss) per share - diluted $ 0.06 $ 0.06 $ ( 0.06 ) $ ( 0.06 ) 22 ADT INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 12. COMMITMENTS AND CONTINGENCIES Contractual Obligations There have been no material changes to the Company’s contractual obligations as compared to December 31, 2021, except as discussed below: Google Commercial Agreement The Company and Google entered into a Master Supply, Distribution, and Marketing Agreement (the “Google Commercial Agreement”), pursuant to which Google has agreed to supply the Company with certain Google devices as well as certain Google video and analytics services (“Google Devices and Services”), for sale to the Company’s customers. Subject to customary termination rights related to breach and change of control, the Google Commercial Agreement has an initial term of seven years from the date that the Google Devices and Services are successfully integrated into the Company’s end-user security and automation platform. Further, subject to certain carve-outs, the Company has agreed to exclusively sell Google Devices and Services to its customers. If the integrated Google Devices and Services are not launched by June 30, 2022, Google has the contractual right to require the Company, with certain exceptions, to exclusively offer the Google Devices and Services without integration for all new professional installations and for existing customers who do not have ADT Pulse or ADT Control interactive services, until such integration has been made. The Company has already begun providing Google video services and devices and will continue to do so on a non-integrated basis as of June 30, 2022, and is working closely with Google toward an integrated solution. Other Obligations In 2021, the Company entered into agreements for potential future customer account purchases from two distinct third parties, assuming certain conditions are met, over the course of those agreements. As of March 31, 2022, remaining commitments for those potential future customer account purchases could total approximately $ 33 million through January 2023. Guarantees In the normal course of business, the Company is liable for contract completion and product performance. The Company’s guarantees primarily relate to standby letters of credit related to its insurance programs and totaled $ 86 million and $ 76 million as of March 31, 2022 and December 31, 2021, respectively. The Company does not believe such obligations will materially affect its financial position, results of operations, or cash flows. During March 2022, the Company entered into an unsecured Credit Agreement with Goldman Sachs Mortgage Company, as administrative agent and issuing lender (the “Issuing Lender”), together with other lenders party thereto, pursuant to which the Company may request the Issuing Lender to issue one or more letters of credit for its own account or the account of its subsidiaries, in an aggregate face amount not to exceed $ 75 million at any one time. Legal Proceedings The Company is subject to various claims and lawsuits in the ordinary course of business, which include contractual disputes; worker’s compensation; employment matters; product, general, and auto liability claims; claims that the Company has infringed on the intellectual property rights of others; claims related to alleged security system failures; and consumer and employment class actions. The Company is also subject to regulatory and governmental examinations, information requests and subpoenas, inquiries, investigations, and threatened legal actions and proceedings. In connection with such formal and informal inquiries, the Company receives numerous requests, subpoenas, and orders for documents, testimony, and information in connection with various aspects of its activities. There have been no material changes to these matters from those disclosed in the 2021 Annual Report except as described below. 23 ADT INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The Company records accruals for losses that are probable and reasonably estimable. These accruals are based on a variety of factors such as judgment, probability of loss, opinions of internal and external legal counsel, and actuarially determined estimates of claims incurred but not yet reported based upon historical claims experience. Legal costs in connection with claims and lawsuits in the ordinary course of business are expensed as incurred. Additionally, the Company records insurance recovery receivables from third-party insurers when recovery has been determined to be probable. The Company has not accrued for any losses for which the likelihood of loss cannot be assessed or the range of possible loss cannot be estimated. As of March 31, 2022 and December 31, 2021, the Company’s accrual for ongoing claims and lawsuits within the scope of an insurance program totaled $ 89 million and $ 90 million, respectively. The Company’s accrual related to ongoing claims and lawsuits not within the scope of an insurance program is not material. Unauthorized Access by a Former Technician In April 2020, after investigating a customer inquiry, the Company self-disclosed that a former technician based in Dallas, Texas had, during service visits, added his personal email address to approximately 200 of the Company’s customers’ accounts, which provided this employee with varying levels of unauthorized personal access to such customers’ in-home security systems. In response, the Company initiated an affirmative outreach effort to notify all customers affected by this activity and to address their concerns. Since the disclosure, seven lawsuits have been filed against the Company, and the Company intervened in an eighth lawsuit filed against the former technician. Four of these lawsuits were originally filed as putative class actions and four as individual claims. One of the individual claims and one of the putative class actions subsequently settled. In May 2020, the Company was served with a class action complaint in a case captioned Shana Doty v. ADT LLC and filed in the U.S. District Court for the Southern District of Florida. By an amended complaint, the plaintiff asserted causes of action on behalf of herself and other Company customers similarly situated, and sought to recover damages for breach of contract, negligence, intrusion upon seclusion, violations of the Computer Fraud and Abuse Act and of the Texas Deceptive Trade Practices Act, negligent hiring, supervision and retention, and intentional infliction of emotional distress. The Company moved to dismiss the plaintiff’s amended complaint. In December 2020, the federal district court dismissed the causes of action for intrusion upon seclusion and violation of the Computer Fraud and Abuse Act, and further ruled that plaintiff may not seek to hold the Company vicariously liable for any intentional torts committed by the former technician. In December 2021, the Company moved for summary judgment on Plaintiff’s remaining claims. In January 2022, plaintiff filed a notice withdrawing motion for class certification and dismissing class allegations. The case will now proceed as an individual action and is in discovery. In March 2022, the court entered an order on the Company’s summary judgment motion and dismissed Plaintiff’s claims for gross negligence, negligent hiring, supervision and retention, and intentional infliction of emotional distress. The court also limited Plaintiff’s damages to $ 500 for the breach of contract and negligence claims under the limitation of liability terms contained in the customer’s contract. The Company’s motion was denied as to plaintiff’s claim that the Company violated the Texas Deceptive Trade Practices Act. The case is set for trial in September 2022. In June 2020, the Company was served with a class action complaint in a case captioned Alexia Preddy v. ADT LLC and filed in the U.S. District Court for the Southern District of Florida. By an amended complaint, the plaintiff asserted causes of action on behalf of herself and others similarly situated as individuals residing in homes of Company customers, and sought to recover damages for negligence, intrusion upon seclusion, violation of the Computer Fraud and Abuse Act, negligent hiring, supervision and retention, and intentional infliction of emotional distress. The Company moved to dismiss the plaintiff’s amended complaint and to compel arbitration. In December 2020, the federal district court granted the Company’s motion to compel arbitration. The case is stayed and administratively closed and is proceeding in arbitration as an individual claim. An arbitration hearing is currently set for August 2022. In April 2021, the Company was served with a class action complaint filed in the U.S. District Court for the Southern District of Florida on behalf of Randy Doty, the husband of the plaintiff in Shana Doty v. ADT LLC. The claims alleged in the complaint are substantially similar to the claims asserted in Alexa Preddy v. ADT LLC, the case which has been stayed pending arbitration. In July 2021, the federal district court dismissed the claim for intrusion upon seclusion and ruled that the plaintiff cannot proceed on theories of vicarious liability for the technician’s intentional torts. As with the Shana Doty matter, plaintiff filed a notice withdrawing motion for class certification and dismissing class allegations. The case is proceeding as an individual action, which has been consolidated with the Shana Doty v. ADT LLC case, and a ruling is pending on the Company’s motion for summary judgment. This case is also set for trial in September 2022. 24 ADT INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Following the November 2021 abandonment of their class action allegations, the lawyers in the Doty and Preddy cases filed a new complaint in the U.S. District Court for the Southern District of Florida on behalf of seven different customers and fourteen members of their respective households. The case is captioned Stefanie Bryant, et al. v. ADT LLC. The claims alleged in the new complaint are substantially similar to the claims asserted in Alexa Preddy v. ADT LLC, Shana Doty v. ADT LLC, and Randy Doty v. ADT LLC. The Company may also be subject to future legal claims. 13. LEASES Company as Lessee As part of normal operations, the Company leases real estate, vehicles, and equipment from various counterparties with lease terms and maturities through 2030. For these transactions, the Company applies the practical expedient to not separate the lease and non-lease components and accounts for the combined component as a lease. Additionally, the Company’s right-of-use assets and lease liabilities include leases with initial lease terms of 12 months or less. The Company’s right-of-use assets and lease liabilities primarily represent lease payments fixed at the commencement of a lease and variable lease payments dependent on an index or rate. Lease payments are recognized as lease cost on a straight-line basis over the lease term, which is determined as the non-cancelable period, including periods in which termination options are reasonably certain of not being exercised and periods in which renewal options are reasonably certain of being exercised. The discount rate is determined using the Company’s incremental borrowing rate coinciding with the lease term at the commencement of a lease. The incremental borrowing rate is estimated based on publicly available data for the Company’s debt instruments and other instruments with similar characteristics. Lease payments that are neither fixed nor dependent on an index or rate and vary because of changes in usage or other factors are included in variable lease costs. Variable lease costs are recorded in the period in which the obligation is incurred and primarily relate to fuel, repair, and maintenance payments as they vary based on the usage of leased vehicles and buildings. The Company’s leases do not contain material residual value guarantees or restrictive covenants. The Company’s subleases are not material. Right-of-Use Assets and Lease Liabilities: (in thousands) March 31, 2022 December 31, 2021 Presentation and Classification: Operating Current Prepaid expenses and other current assets $ 248 $ 230 Operating Non-current Other assets 123,673 125,945 Finance Non-current Property and equipment, net (1) 86,961 88,962 Total right-of-use assets $ 210,882 $ 215,137 Operating Current Accrued expenses and other current liabilities $ 38,469 $ 37,359 Finance Current Current maturities of long-term debt 40,104 38,730 Operating Non-current Other liabilities 96,572 99,734 Finance Non-current Long-term debt 50,212 54,350 Total lease liabilities $ 225,357 $ 230,173 _________________ (1) Finance right-of-use assets are recorded net of accumulated depreciation of approximately $ 88 million and $ 78 million as of March 31, 2022 and December 31, 2021, respectively. 25 ADT INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Lease Cost: Three Months Ended March 31, ( in thousands ) 2022 2021 Operating lease cost $ 12,485 $ 12,893 Finance lease cost: Amortization of right-of-use assets 9,852 6,311 Interest on lease liabilities 831 695 Variable lease costs 23,134 12,978 Total lease cost $ 46,302 $ 32,877 Cash Flow and Supplemental Information: Three Months Ended March 31, ( in thousands ) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating leases: Operating cash flows $ 11,659 $ 12,539 Finance leases: Operating cash flows $ 831 $ 695 Financing cash flows $ 10,691 $ 7,208 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 9,061 $ 2,187 Finance leases $ 8,217 $ 8,072 Company as Lessor The Company is a lessor in certain Company-owned transactions as the Company has identified a lease component associated with the right-of-use of the security system and a non-lease component associated with the monitoring and related services. For transactions in which (i) the timing and pattern of transfer is the same for the lease and non-lease components and (ii) the lease component would be classified as an operating lease if accounted for separately, the Company applies the practical expedient to aggregate the lease and non-lease components and accounts for the combined transaction based upon its predominant characteristic, which is the non-lease component. The Company accounts for the combined component as a single performance obligation under the applicable revenue guidance and recognizes the underlying assets within subscriber system assets, net, in the Condensed Consolidated Balance Sheets. For transactions that do not qualify for the practical expedient as the lease component represents a sales-type lease, the Company accounts for the lease and non-lease components separately. The Company’s sales-type leases are not material. 14. RELATED PARTY TRANSACTIONS The Company’s related party transactions primarily relate to products and services received from, or monitoring and related services provided to, other entities controlled by Apollo, as well as management, consulting, and transaction advisory services provided by Apollo to the Company. There were no significant related party transactions during the periods presented other than as described below: 26 ADT INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Sunlight Financial LLC ADT Solar uses Sunlight Financial LLC (“Sunlight”), a related party controlled by Apollo, to access certain loan products for ADT Solar customers, as discussed in Note 2 “Revenue and Receivables.” The Company is not a party to these loan agreements. Sunlight remits the loan amount, net of financing fees, to the Company once the loan is approved or upon installation. For the three months ended March 31, 2022, the Company incurred $ 15 million of financing fees based on approximately $ 100 million of loan proceeds remitted by Sunlight to the Company. Intrado Corporation The Company uses Intrado Corporation (“Intrado”), a related party controlled by Apollo, for certain technology and communications services in the ordinary course of business. The Company is party to an agreement with Intrado for the provision of certain emergency response and telecommunication services, which includes commitments of approximately $ 4 million through 2025. Intrado fees totaled approximately $ 0.7 million for the three months ended March 31, 2022. Rackspace US, Inc. During October 2020, the Company entered into a master services agreement with Rackspace US, Inc., a related party controlled by Apollo, for the provision of cloud storage, equipment, and services to facilitate the implementation of the Company’s cloud migration strategy for certain applications. The master services agreement includes a minimum purchase commitment of $ 50 million over a seven year term. As of March 31, 2022, total purchases under this agreement since inception were approximately $ 9 million, with approximately $ 3 million occurring during the three months ended March 31, 2022. 27