ADT Inc. 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Table of Contents • Introduction • Business and Basis of Presentation • Factors Affecting Operating Results • Key Performance Indicators • Results of Operations • Non-GAAP Measures • Liquidity and Capital Resources • Critical Accounting Estimates • Cautionary Statements Regarding Forward-Looking Statements INTRODUCTION The following discussion and analysis contains forward-looking statements about our business, operations, and financial performance based on current plans and estimates that involve risks, uncertainties, and assumptions, which could differ materially from actual results. Factors that could cause such differences are discussed in the sections of this Quarterly Report on Form 10-Q titled “Cautionary Statements Regarding Forward-Looking Statements” and Item 1A “Risk Factors.” To obtain a more comprehensive understanding of our financial condition, changes in financial condition, and results of operations, the following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and the related notes included in our 2023 Annual Report. BUSINESS AND BASIS OF PRESENTATION Our Business ADT (or “we,” “our,” and “us”), provides security, interactive, and smart home solutions to consumer and small business customers in the U.S. As of June 30, 2024, we served approximately 6.4 million security monitoring service subscribers. Our mission is to empower people to protect and connect what matters most with safe, smart, and sustainable solutions, delivered through innovative offerings, unrivaled safety, and a premium experience because we believe that everyone deserves to feel safe. Basis of Presentation As a result of the Commercial Divestiture and ADT Solar Exit, we currently report our results as a single operating and reportable segment, which reflects the business operations of our former CSB segment. All financial information presented in this section has been prepared in U.S. dollars in accordance with GAAP, excluding any non-GAAP measures, and includes the accounts of ADT Inc. and its wholly-owned subsidiaries. All intercompany transactions have been eliminated. Results of the Company’s Solar and former Commercial businesses are presented within discontinued operations. 29 Business Updates ADT Solar Exit As discussed in Note 1 “Description of Business and Summary of Significant Accounting Policies” and Note 3 “Divestitures,” in January 2024, the Board approved a plan to fully exit the Solar Business. The results of operations and financial position of the Solar Business are classified as a discontinued operation in the Company’s Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets, respectively, for all periods presented. Additionally, the cash flows and comprehensive income (loss) of the Solar Business have not been segregated and are included in the Condensed Consolidated Statements of Cash Flows and Condensed Consolidated Statements of Comprehensive Income (Loss), respectively. During the three and six months ended June 30, 2024, we incurred aggregate exit charges of $13 million and $89 million, respectively, which have been recognized within income (loss) from discontinued operations, net of tax, related to (i) $1 million and $36 million, respectively, associated with the write-down and disposition of inventory and asset impairments, (ii) $10 million and $29 million, respectively, associated with the disposition of the existing installation pipeline, (iii) $1 million and $12 million, respectively, associated with employee separation costs, and (iv) $2 million and $12 million, respectively, associated with contract termination and other charges.. We do not expect the remaining charges associated with the ADT Solar Exit to be material. Additionally, during the six months ended June 30, 2024, we paid $18 million, primarily related to employee separation and other restructuring costs, and we may spend an additional $30 million - $50 million associated with expenditures related to the ADT Solar Exit. The estimated charges and cash expenditures resulting from the ADT Solar Exit could change materially due to various factors including unknown or unforeseen costs. The Company’s reported operating metrics, gross customer revenue attrition and recurring monthly revenue (as defined and discussed below), were not impacted by the ADT Solar Exit. Commercial Divestiture As discussed in Note 1 “Description of Business and Summary of Significant Accounting Policies” and Note 3 “Divestitures,” we divested our Commercial Business during the fourth quarter of 2023. The results of the Commercial Business are classified as a discontinued operation in the Company’s Condensed Consolidated Statements of Operations for the historical periods presented. Additionally, for periods prior to the Commercial Divestiture, the cash flows and comprehensive income (loss) of the Commercial Business have not been segregated and are included in the Condensed Consolidated Statements of Cash Flows and Condensed Consolidated Statements of Comprehensive Income (Loss), respectively, for any period presented prior to the Commercial Divestiture. The Company’s reported operating metrics, gross customer revenue attrition and recurring monthly revenue (as defined and discussed below), have been recast for any period prior to the sale to exclude the Commercial Business. Income received in connection with the Commercial TSA is recognized in other income (expense), and the expenses incurred by the Company to support the transition are recorded based on the nature of the expense. FACTORS AFFECTING OPERATING RESULTS The factors described herein could have a material adverse effect on our business, financial condition, results of operations, cash flows, and key performance indicators. Unless otherwise noted, our results of operations discussed below relate to continuing operations and may be impacted by the ADT Solar Exit and Commercial Divestiture. Generally, a significant upfront investment is required to acquire new subscribers that in turn provide ongoing and predictable recurring revenue generated from our monitoring services and other subscriber-based offerings. Although the economics of an installation may vary depending on the customer type, acquisition channel, and product offering, we generally achieve revenue break-even in approximately two years. New customer additions and customer attrition have a direct impact on our financial results, including revenue, operating income, and cash flows. A portion of our recurring customer base can be expected to cancel its service each year as customers may choose to terminate or not to renew their contracts for a variety of reasons, including relocation, cost, loss to competition, or service issues. Relocations are sensitive to changes in the residential housing market, and fewer relocations generally lead to improvements in gross customer revenue attrition, but fewer new customer additions. Additionally, non-payment disconnects 30 generally increase in a weaker macroeconomic environment. We have been experiencing fewer relocation disconnects and higher non-pay disconnects largely related to housing market conditions and the weaker macroeconomic environment. We may continue to experience fluctuations in these or other trends in the future as changes in the general macroeconomic environment or housing market develop. Our results are impacted by the mix of transactions under a Company-owned equipment model versus a customer-owned equipment model (referred to as outright sales), as there are different accounting treatments applicable to each model, as well as the mix, price, and type of offerings sold. Beginning in the second quarter of 2024, a growing number of our direct channel new customer adds are outright sales. As we continue to build our partnership with Google, introduce new or enhance our current offerings, and refine our go-to-market approach, we expect to continue to see a shift toward an increasing proportion of outright sales transactions, which will impact results in future periods when those changes occur. We have experienced an increase in the number of ADT self set-up customers sold under an outright sales model, which typically have lower monthly recurring fees than our professional installations, but we believe these customers will allow us to grow our subscriber base through access to the fast-growing do-it-yourself (“DIY”) market. We may experience an increase in costs associated with factors such as, but not limited to, (i) offering a wider variety of products and services; (ii) providing a greater mix of interactive and smart home solutions; (iii) replacing or upgrading certain system components or technology due to technological advancements, cybersecurity upgrades, or otherwise; (iv) supply chain disruptions; (v) inflationary pressures on costs such as materials, labor, and fuel; and (vi) other changes in prices, interest rates, or terms from our suppliers, vendors, or third-party lenders. As part of our response to changes or pressures in the current macroeconomic environment, we have been evaluating, and continue to evaluate, cost-saving opportunities such as leveraging technology, reducing headcount or our physical facilities footprint when appropriate, and reducing non-essential spend. While we have experienced some increase in costs as a result of inflation, we have, for the most part, been able to offset the rising costs through price increases to our customers, as well as cost-saving opportunities. KEY PERFORMANCE INDICATORS We evaluate our results using certain key performance indicators, including operating metrics such as recurring monthly revenue (“RMR”) and gross customer revenue attrition, as well as the non-GAAP measure Adjusted EBITDA. Computations of our key performance indicators may not be comparable to other similarly titled measures reported by other companies. Certain operating metrics are approximated, as there may be variations to reported results due to certain adjustments we might make in connection with the integration over several periods of acquired companies that calculated these metrics differently or periodic reassessments and refinements in the ordinary course of business, including changes due to system conversions or historical methodology differences in legacy systems. End-of-Period RMR (“RMR”) RMR is generated by contractual recurring fees for monitoring and other recurring services provided to our customers, including contracts monitored but not owned. We use RMR to evaluate our overall sales, installation, and retention performance. Additionally, we believe the presentation of RMR is useful to investors because it measures the volume of revenue under contract at a given point in time, which is useful for forecasting future revenue performance as the majority of our revenue comes from recurring sources. Gross Customer Revenue Attrition Gross customer revenue attrition is defined as RMR lost as a result of customer attrition, net of dealer charge-backs and reinstated customers, excluding contracts monitored but not owned and self-setup/DIY customers. Customer sites are considered canceled when all services are terminated. Dealer charge-backs represent customer cancellations charged back to the dealers because the customer canceled service during the charge-back period, which is generally thirteen months. Gross customer revenue attrition is calculated on a trailing twelve-month basis, the numerator of which is the RMR lost during the period due to attrition, net of dealer charge-backs and reinstated customers, and the denominator of which is total annualized RMR based on an average of RMR under contract at the beginning of each month during the period, in each case, excluding contracts monitored but not owned and self-setup/DIY customers. We use gross customer revenue attrition to evaluate our retention and customer satisfaction performance, as well as evaluate subscriber trends by vintage year. Additionally, we believe the presentation of gross customer revenue attrition is useful to investors as it provides a means to evaluate drivers of customer attrition and the impact of retention initiatives. 31 Adjusted EBITDA Adjusted EBITDA is a non-GAAP measure. Our definition of Adjusted EBITDA, a reconciliation of Adjusted EBITDA to income (loss) from continuing operations (the most comparable GAAP measure), and additional information, including a description of the limitations relating to the use of Adjusted EBITDA, are provided under “—Non-GAAP Measures.” RESULTS OF OPERATIONS Three Months Ended June 30, Six Months Ended June 30, (in thousands, except as otherwise indicated) 2024 2023 $ Change 2024 2023 $ Change Revenue: Monitoring and related services $ 1,068,065 $ 1,043,255 $ 24,810 $ 2,130,717 $ 2,071,888 $ 58,829 Security installation, product, and other 136,494 124,822 11,672 263,514 228,665 34,849 Total revenue 1,204,559 1,168,077 36,482 2,394,231 2,300,553 93,678 Cost of revenue (exclusive of depreciation and amortization shown separately below) : Monitoring and related services 151,192 142,488 8,704 305,905 304,276 1,629 Security installation, product, and other 45,042 45,222 (180) 84,634 75,058 9,576 Total cost of revenue 196,234 187,710 8,524 390,539 379,334 11,205 Selling, general, and administrative expenses 388,440 319,218 69,222 747,003 654,417 92,586 Depreciation and intangible asset amortization 333,859 320,726 13,133 666,861 679,120 (12,259) Merger, restructuring, integration, and other 1,851 8,325 (6,474) 13,504 22,624 (9,120) Operating income (loss) 284,175 332,098 (47,923) 576,324 565,058 11,266 Interest expense, net (109,700) (83,478) (26,222) (197,150) (254,411) 57,261 Other income (expense) 11,550 519 11,031 27,172 (671) 27,843 Income (loss) from continuing operations before income taxes and equity in net earnings (losses) of equity method investee 186,025 249,139 (63,114) 406,346 309,976 96,370 Income tax benefit (expense) (59,840) (66,963) 7,123 (116,270) (85,560) (30,710) Income (loss) from continuing operations before equity in net earnings (losses) of equity method investee 126,185 182,176 (55,991) 290,076 224,416 65,660 Equity in net earnings (losses) of equity method investee — (1,738) 1,738 — (4,415) 4,415 Income (loss) from continuing operations 126,185 180,438 (54,253) 290,076 220,001 70,075 Income (loss) from discontinued operations, net of tax (33,791) (88,227) 54,436 (106,131) (246,627) 140,496 Net income (loss) $ 92,394 $ 92,211 $ 183 $ 183,945 $ (26,626) $ 210,571 Key Performance Indicators: (1) End-of-period RMR $ 355,179 $ 347,567 $ 7,612 $ 355,179 $ 347,567 $ 7,612 Gross customer revenue attrition (percent) 12.9% 12.9% N/A* 12.9% 12.9% N/A* Adjusted EBITDA (2) $ 629,287 $ 640,812 $ (11,525) $ 1,266,978 $ 1,230,843 $ 36,135 _______________________ (1) Refer to the “—Key Performance Indicators” section for the definitions of these key performance indicators. (2) Adjusted EBITDA is a non-GAAP measure. Refer to the “—Non-GAAP Measures” section for the definition of this term and a reconciliation to the most comparable GAAP measure. * N/A — Not applicable. 32 Revenue During the three and six months ended June 30, 2024, revenue, as compared to the prior periods, primarily reflects: • Monitoring and related services (“M&S Revenue”) : higher recurring revenue of $25 million and $59 million, respectively, primarily driven by an increase in average prices. • Security installation, product, and other : (i) an increase in the amortization of deferred subscriber acquisition revenue of $13 million and $26 million, respectively, associated with customers under a Company-owned model, as well as (ii) an increase in installation revenue of $9 million for the six months ended June 30, 2024, primarily driven by a higher volume of outright sales transactions and higher installation revenue per unit associated with new customers under the outright sales transaction model. The increase in RMR, as compared to the prior period, was primarily driven by an increase in average prices on new and existing subscribers. Gross customer revenue attrition, as compared to the prior period, remained flat and included higher non-payment disconnects offset by a decrease in voluntary and other disconnects as well as relocations. Cost of Revenue During the three months ended June 30, 2024, cost of revenue, as compared to the prior period, reflects an increase in monitoring and related service costs of $9 million primarily due to higher interactive fees and other customer service initiatives. During the six months ended June 30, 2024, cost of revenue, as compared to the prior period, reflects an increase in installation costs of $10 million primarily due to a higher volume of outright sales transactions. Selling, General, and Administrative Expenses The increase in SG&A during the three and six months ended June 30, 2024, respectively, as compared to the prior period, was primarily driven by: • an increase in general and administrative costs of $28 million and $35 million, which includes a current year charge and prior year credit related to legal settlements in an aggregate amount of approximately $40 million, • an increase in the allowance for credit losses of $20 million and $30 million, as a result of an increase in customer delinquencies, • an increase in share-based compensation costs of $13 million and $8 million, primarily due to certain award modifications and • an increase in selling costs of $8 million and $21 million, primarily related to the amortization of deferred subscriber acquisition costs and commissions. Depreciation and Intangible Asset Amortization During the three months ended June 30, 2024, the increase in depreciation and intangible asset amortization, as compared to the prior period, was primarily driven by increases related to acquired customer contracts and subscriber system assets of $6 million and $4 million, respectively. During the six months ended June 30, 2024, the decrease in depreciation and intangible asset amortization, as compared to the prior period, was primarily driven by a decrease in the amortization of customer relationship intangible assets of $32 million, primarily related to certain assets acquired as part of the acquisition of The ADT Security Corporation in 2016, partially offset by an increase in the amortization of acquired customer contracts and subscriber system assets of $13 million and $5 million, respectively. 33 Interest Expense, Net During the three months ended June 30, 2024, the increase in interest expense, net, as compared to the prior year period, was primarily driven by a decrease in net unrealized gains of $60 million on our interest rate swaps, partially offset by lower interest expense primarily related to lower principal amounts outstanding on our First Lien Term Loan B due 2030 and our ADT Notes due 2024. During the six months ended June 30, 2024, the decrease in interest expense, net, as compared to the prior year period, was primarily driven by lower interest expense primarily related to lower principal amounts outstanding on our First Lien Term Loan B due 2030 and our ADT Notes due 2024, partially offset by a decrease in net unrealized gains of $10 million on our interest rate swaps. Other Income (Expense) During the three and six months ended June 30, 2024, the increases in other income (expense), as compared to the prior periods, was primarily due to income received under the Commercial TSA. Income Tax Benefit (Expense) During the three months ended June 30, 2024, income tax expense was $60 million, resulting in an effective tax rate for the period of 32.2%. This primarily represents the federal statutory tax rate of 21.0%, a state tax rate, net of federal benefits, of 5.9%, and an unfavorable impact from dispositions of 5.0%. During the three months ended June 30, 2023 income tax expense was $67 million, resulting in an effective tax rate for the period of 26.9% This primarily represents the federal statutory tax rate of 21.0% and a state tax rate, and net of federal benefits, of 5.0%. During the six months ended June 30, 2024, income tax expense was $116 million, resulting in an effective tax rate for the period of 28.6%. This primarily represents the federal statutory tax rate of 21.0%, a state tax rate, net of federal benefits, of 5.6%, and an unfavorable impact from dispositions of 2.3%. During the six months ended June 30, 2023, income tax expense was $86 million, resulting in an effective tax rate for the period of 27.6%. This primarily represents the federal statutory tax rate of 21.0%, a state tax rate, net of federal benefits, of 6.1%, an unfavorable impact from permanent non-deductible items of 1.5%, partially offset by favorable impacts from federal tax credits of 1.0%. Deferred Tax Assets We have a significant amount of deferred tax assets, against which we take valuation allowances that relate to the uncertainty of our ability to utilize these deferred tax assets in future periods. We review periodically those matters that can influence our decision as to whether or not a valuation allowance is appropriate. Among those matters considered are pending and enacted legislation. We will consider each quarter whether any developments to such legislation, together with the other factors we consider, require a valuation allowance. We believe that our deferred tax assets for disallowed interest under Internal Revenue Code (“IRC”) Section 163(j) will continue to grow from their current level. There is currently significant uncertainty in the matters we consider when determining whether it is appropriate to take additional valuation allowances. While we have not reported any material changes to our valuation allowances since our 2023 Annual Report, we may determine to do so in subsequent periods. Any material change to our valuation allowance would materially and adversely affect our operating results and may result in a net loss position for any given period. Net Operating Losses During 2023, we utilized a significant portion of our net operating losses (“NOLs”) to offset the gain generated from the sale of the Commercial Business. As of December 31, 2023, we disclosed that we expect to utilize our remaining NOLs during 2024. The Company expects to become a federal cash taxpayer in 2025 depending on future losses generated by the business, specifically with regard to the ADT Solar Exit. 34 NON-GAAP MEASURES To provide investors with additional information in connection with our results as determined in accordance with GAAP, we disclose Adjusted EBITDA as a non-GAAP measure. This measure is not a financial measure calculated in accordance with GAAP, and it should not be considered as a substitute for net income, income (loss) from continuing operations, operating income, or any other measure calculated in accordance with GAAP, and may not be comparable to similarly titled measures reported by other companies. Adjusted EBITDA We believe Adjusted EBITDA is useful to investors to measure the operational strength and performance of our business. We believe the presentation of Adjusted EBITDA is useful as it provides investors additional information about our operating profitability adjusted for certain non-cash items, non-routine items we do not expect to continue at the same level in the future, as well as other items not core to our operations. Further, we believe Adjusted EBITDA provides a meaningful measure of operating profitability because we use it for evaluating our business performance, making budgeting decisions, and comparing our performance against other peer companies using similar measures. We define Adjusted EBITDA as income (loss) from continuing operations 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 items; (vii) impairment charges; and (viii) non-cash, non-routine, or other adjustments or charges not necessary to operate our business. There are material limitations to using Adjusted EBITDA as it does not include certain significant items, including interest, taxes, depreciation and amortization, and other adjustments which directly affect our income (loss) from continuing operations (the most comparable GAAP measure). These limitations are best addressed by considering the economic effects of the excluded items independently and by considering Adjusted EBITDA in conjunction with income (loss) from continuing operations as calculated in accordance with GAAP. The table below reconciles Adjusted EBITDA to income (loss) from continuing operations: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 $ Change 2024 2023 $ Change Income (loss) from continuing operations $ 126,185 $ 180,438 $ (54,253) $ 290,076 $ 220,001 $ 70,075 Interest expense, net 109,700 83,478 26,222 197,150 254,411 (57,261) Income tax expense (benefit) 59,840 66,963 (7,123) 116,270 85,560 30,710 Depreciation and intangible asset amortization 333,859 320,726 13,133 666,861 679,120 (12,259) Amortization of deferred subscriber acquisition costs 54,730 45,968 8,762 109,335 90,200 19,135 Amortization of deferred subscriber acquisition revenue (86,182) (73,610) (12,572) (169,558) (143,308) (26,250) Share-based compensation expense 21,284 8,451 12,833 29,359 20,995 8,364 Merger, restructuring, integration, and other 1,851 8,325 (6,474) 13,504 22,624 (9,120) Other, net (1) 8,020 73 7,947 13,981 1,240 12,741 Adjusted EBITDA (from continuing operations) $ 629,287 $ 640,812 $ (11,525) $ 1,266,978 $ 1,230,843 $ 36,135 ________________ (1) During 2024, primarily includes unrealized (gains) / losses on interest rate swaps presented within other income (expense) and loss on extinguishment of debt. The factors listed below exclude amounts that are outside of our definition of Adjusted EBITDA. Refer to the discussions above under “—Results of Operations” for further details. 35 During the three months ended June 30, 2024 the decrease in Adjusted EBITDA, as compared to the prior period, was primarily due to: • higher selling, general, and administrative expenses, excluding commissions, of $45 million including negative impacts from legal settlements of $40 million and higher provision for credit losses of $20 million, partially offset by • higher M&S Revenue, net of the associated costs, of $18 million and • higher other income of $15 million, including TSA income. During the six months ended June 30, 2024, the increase in Adjusted EBITDA, as compared to the prior period, was primarily due to: • higher M&S Revenue, net of the associated costs, of $62 million, • higher other income of $32 million, including TSA income, partially offset by • higher selling, general, and administrative expenses, excluding commissions, of $60 million, including negative impacts from legal settlements of $40 million and higher provision for credit losses of $30 million. LIQUIDITY AND CAPITAL RESOURCES Liquidity and capital resources primarily consisted of the following: (in thousands) June 30, 2024 Cash and cash equivalents $ 37,883 Restricted cash and restricted cash equivalents $ 111,034 Availability under First Lien Revolving Credit Facility $ 575,000 Uncommitted available borrowing capacity under 2020 Receivables Facility $ 126,145 Carrying amount of total debt outstanding, including finance leases $ 7,724,470 Liquidity We expect our ongoing sources of liquidity to include cash generated from operations, borrowings under our credit facilities, and the issuance of equity and/or debt securities as appropriate given market conditions. Our future cash needs are expected to include cash for operating activities including working capital, principal and interest payments on our debt, capital expenditures, potential dividend payments to our stockholders, potential share repurchases under our Share Repurchase Plan, and from time to time, strategic investments, bulk account purchases, or other initiatives that we may undertake. We are a highly leveraged company with significant debt service requirements and have both fixed-rate and variable-rate debt. We may periodically seek to repay, redeem, repurchase, or refinance our indebtedness, or seek to retire or purchase our outstanding securities through cash purchases in the open market, privately negotiated transactions, a 10b5-1 repurchase plan, or otherwise, and any such transactions may involve material amounts. Cash outflows for interest payments are not consistent between quarters, with larger outflows occurring in the first and third quarters, and may vary as a result of our variable rate debt. We believe our cash position, available borrowing capacity under our credit agreements, and cash provided by operating activities are, and will continue to be, adequate to meet our operational and business needs in the next twelve months, as well as our long-term liquidity needs. Material Cash Requirements There have been no significant changes to our material cash requirements, commitments and contingencies, or off-balance sheet arrangements from those disclosed in our 2023 Annual Report, except as discussed below. Share Repurchase Plan On January 24, 2024, our Board of Directors announced the Share Repurchase Plan (the “Share Repurchase Plan”), pursuant to which the Company is authorized to repurchase, through January 29, 2025, up to a maximum aggregate amount of $350 million of shares of our Common Stock under the Share Repurchase Plan. As of June 30, 2024, we have approximately $257 million remaining under the Share Repurchase Plan. 36 ADT Solar Exit During the six months ended June 30, 2024, we paid $18 million, and we may spend an additional $30 million - $50 million, associated with the ADT Solar Exit. Other Contractual Obligations As discussed in Note 11 “Commitments and Contingencies,” during the six months ended June 30, 2024, we made purchases toward our $200 million commitment under the Google Cloud Agreement Addendum of $10 million. In addition, during the six months ended June 30, 2024, purchases toward our commitment to one of our vendors to purchase at least $320 million of security system equipment and components were $100 million. Long-Term Debt Significant changes and activity related to our long-term debt since our 2023 Annual Report are discussed below. Refer to Note 5 “Debt” for further discussion on our debt agreements and activity. First Lien Credit Agreement In April 2024, we amended and restated the First Lien Credit Agreement, which reduced the interest rate on our First Lien Term Loan B due 2030 from Term SOFR +2.50% to Term SOFR +2.25%. In May 2024, we amended and restated the First Lien Credit Agreement, which included the exchange of $143 million principal amount of loans under the Company’s Term Loan A Facility for its First Lien Term Loan B due 2030. In addition, later that month, we further amended and restated the First Lien Credit Agreement, pursuant to which we incurred an additional $474 million of outstanding principal under the First Lien Term B Loan due 2030 and used the proceeds used to pay off the remaining outstanding balance of the Term Loan A Facility. Proceeds and repayments of long-term borrowings include the impact of $646 million from the amendments described above. In addition, loss on extinguishment of debt and financing and consent fees were not material as a result of these amendments. During the six months ended June 30, 2024, we borrowed $260 million and repaid $260 million under the First Lien Revolving Credit Facility. Term Loan A Facility Redemption In May 2024 the Company exchanged $143 million of loans under its Term Loan A Facility for its First Lien Term Loan B due 2030, as discussed above. In addition, later that month, the Company redeemed the remaining outstanding principal balance of $474 million of its Term Loan A Facility, excluding accrued and unpaid interest, using proceeds under the First Lien Term Loan B due 2030, as discussed above. As a result, the Term Loan A Facility has been terminated. First Lien Notes due 2024 Redemption In April 2024, we redeemed the remaining outstanding principal balance of $100 million of our First Lien Notes due 2024, excluding accrued and unpaid interest, using proceeds from the First Lien Revolving Credit Facility. 2020 Receivables Facility In March 2024, we amended the agreement governing the 2020 Receivables Facility, pursuant to which the uncommitted revolving period was extended from March 2024 to April 2024. In April 2024, we further amended the agreement governing the 2020 Receivables Facility, pursuant to which, among other things, the borrowing capacity was increased from $500 million to $550 million and the uncommitted revolving period was extended from April 2024 to April 2025. In addition, proceeds and repayments of long-term borrowings include the impact of $32 million from the amendments described above. As of June 30, 2024, the outstanding balance was $424 million. 37 Solar Receivables Facility On August 2, 2023, we entered into the Solar Receivables Facility Financing Agreement to finance receivables generated by the installation of residential solar systems, which, among other things, provides for an uncommitted revolving loan facility in the aggregate principal amount of up to $300 million. As of June 30, 2024, we have not borrowed any amounts under the Solar Receivable Facility, and given the ADT Solar Exit, we do not expect to borrow any amounts under the Solar Receivables Facility. The Solar Receivables Facility’s uncommitted revolving period will expire in August 2024. Debt Covenants As of June 30, 2024, we were in compliance with all financial covenant and other maintenance tests for all our debt obligations. We do not believe there is a material risk of future noncompliance with our financial covenant and other maintenance tests. Dividends During the six months ended June 30, 2024 and 2023, we declared aggregate dividends of $94 million ($0.055 per share) and $61 million ($0.035 per share) on our Common Stock, respectively, and $6 million ($0.055 per share) and $4 million ($0.035 per share) on our Class B Common Stock, respectively. On August 1, 2024, we announced a dividend of $0.055 per share to holders of Common Stock and Class B Common Stock of record on September 13, 2024, which will be paid on October 4, 2024. Cash Flow Analysis The amounts and discussion below include cash flows from both continuing operations and discontinued operations, as appropriate, consistent with the presentation on the Statements of Cash Flows. Six Months Ended June 30, (in thousands) 2024 2023 $ Change Net cash provided by (used in): Operating activities $ 927,005 $ 799,435 $ 127,570 Investing activities $ (632,693) $ (654,700) $ 22,007 Financing activities $ (275,345) $ (257,515) $ (17,830) Cash Flows from Operating Activities The increase in net cash provided by operating activities, as compared to the prior period, was primarily due to a decrease in cash interest of $98 million primarily related to reduced principal balances on our debt, lower employee-related payments, and the benefit of lower outflows in the current year related to our Solar business. This increase was partially offset by the results of the former Commercial business and proceeds from a legal settlement received in the prior period. The remainder of the activity related to changes in assets and liabilities due to the volume and timing of other operating cash receipts and payments with respect to when the transactions are reflected in earnings. Refer to the discussions above under “—Results of Operations” for further details. Cash Flows from Investing Activities The decrease in net cash used in investing activities, as compared to the prior period, was primarily due to: • a decrease in subscriber system assets expenditures of $36 million due to fewer adds partially offset by • an increase in dealer generated customer accounts and bulk account purchases of $8 million. Cash Flows from Financing Activities The increase in net cash used in financing activities, as compared to the prior period, was primarily due to: • share repurchases during the current period of $93 million, • an increase in net repayments on our 2020 Receivables Facility of $60 million, partially offset by • a decrease in net repayments on our long-term debt of $111 million. 38 CRITICAL ACCOUNTING ESTIMATES We disclosed our critical accounting estimates in our 2023 Annual Report, which include estimates prepared in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations. Critical accounting estimates are based on, among other things, estimates, assumptions, and judgments made by management that include inherent risks and uncertainties. Our estimates are based on relevant information available at the end of each period. Actual results could differ materially from these estimates under different assumptions or market conditions. There were no material changes in our critical accounting estimates since our 2023 Annual Report. CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains certain information that may constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and are made in reliance on the safe harbor protections provided thereunder. While we have specifically identified certain information as being forward-looking in the context of its presentation, we caution you that all statements contained in this Form 10-Q that are not clearly historical in nature, including statements regarding ADT’s exit of the residential solar business and the expected costs and benefits of such exit; the Commercial Divestiture; the expected timetable for realizing expected benefits and synergies of the Commercial Divestiture and ADT Solar Exit including that the costs of the ADT Solar Exit may exceed our best estimates; the integration of strategic bulk purchases of customer accounts; the strategic investment by and long term partnership with State Farm; anticipated financial performance, including the Company’s ability to achieve its stated guidance metrics and to reduce debt or improve leverage ratios, or to achieve or maintain its long-term leverage goals; management’s plans and objectives for future operations; the successful development, commercialization, and timing of new or joint products; the expected timing of product commercialization with State Farm or any changes thereto, including the ADT home security program for State Farm; business prospects; outcomes of regulatory proceedings; market conditions; our ability to deploy our business continuity and disaster plans and procedures to successfully respond to catastrophic events; our strategic partnership and ongoing relationship with Google; the expected timing of product commercialization with Google or any changes thereto; the successful internal development, commercialization, and timing of our next generation platform and innovative offerings; the successful conversion of customers who continue to utilize outdated technology; the current and future market size for existing, new, or joint products; any stated or implied outcomes with regards to the foregoing; and other matters. Any stated or implied outcomes with regards to the foregoing are forward-looking. Without limiting the generality of the preceding sentences, any time we use the words “ expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For ADT, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward- looking statements include, without limitation: • our ability to effectively implement our strategic partnership with, commercialize products with, or utilize any of the amounts invested in us by State Farm or provided by State Farm for research and development or other purposes; • our ability to keep pace with rapid technological changes, including the development of our next-generation platform, and industry changes; • our ability to effectively implement our strategic partnership with or utilize any of the amounts invested in us by Google; • the impact of supply chain disruptions; • our ability to maintain and grow our existing customer base; • our ability to sell our products and services or launch new products and services in highly competitive markets, including the home security and automation market, and to achieve market acceptance with acceptable margins; • our ability to successfully upgrade obsolete equipment installed at our customers’ premises in an efficient and cost-effective manner; • changes in law, economic and financial conditions, including tax law changes, changes to privacy requirements, changes to telemarketing, email marketing and similar consumer protection laws, interest volatility, and trade tariffs and restrictions applicable to the products we sell; 39 • any material changes to the valuation allowances we take with respect to our deferred tax assets; • the impact of potential information technology, cybersecurity, or data security breaches; • our dependence on third-party providers, suppliers, and dealers to enable us to produce and distribute our products and services in a cost-effective manner that protects our brand; • our ability to successfully implement an equipment ownership model that best satisfies the needs of our customers and to successfully implement and maintain our receivables securitization financing agreement or similar arrangements; • our ability to successfully pursue alternate business opportunities and strategies; • our ability to integrate various companies we have acquired in an efficient and cost-effective manner; • the amount and timing of our cash flows and earnings, which may be impacted by customer, competitive, supplier and other dynamics and conditions; • our ability to maintain or improve margins through business efficiencies; and • the other factors that are described under the heading “Risk Factors” in our last Annual Report on Form 10-K for the year ended December 31, 2023. Forward-looking statements and information involve risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such statements, including without limitation, the risks and uncertainties disclosed or referenced under the heading “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q and Part I, Item 1A in our 2023 Annual Report. Therefore, caution should be taken not to place undue reliance on any such forward-looking statements. Much of the information in this report that looks toward future performance is based on various factors and important assumptions about future events that may or may not actually occur. As a result, our operations and financial results in the future could differ materially and substantially from those we have discussed in the forward-looking statements included in this Quarterly Report on Form 10-Q. Any forward-looking statement made in this Quarterly Report on Form 10-Q speaks only as of the date on which it is made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments, or otherwise unless required by law.