NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Description of Business and Summary of Significant Accounting Policies
Organization and Business
ADT Inc., together with its wholly-owned subsidiaries (collectively, the “Company”), is a leading provider of security, automation, and smart home solutions serving consumer and business customers in the United States (“U.S.”). 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 primarily conducts business under the ADT brand name.
In January 2018, the Company completed an initial public offering (“IPO”) and its common stock began trading on the New York Stock Exchange under the symbol “ADT.”
The Company 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 Apollo Global Management, Inc. (together with its subsidiaries and affiliates, “Apollo” or the “Sponsor”).
Basis of Presentation and Significant Accounting Policies
The preparation of the condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“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.
COVID-19 Pandemic
During March 2020, the World Health Organization declared the outbreak of a novel coronavirus as a pandemic (the “COVID-19 Pandemic”), which has become increasingly widespread in the U.S. Containment efforts and responses to the COVID-19 Pandemic have varied by individuals, businesses, and state and local municipalities, and in certain areas of the U.S., initial and precautionary measures helped mitigate the spread of the coronavirus. However, subsequent easing of such measures resulted in the re-emergence of the coronavirus. The COVID-19 Pandemic has had a notable adverse impact on general economic conditions, including but not limited to the temporary closures of many businesses, “shelter in place” and other governmental regulations, and reduced consumer spending due to significant unemployment and other effects attributable to the COVID-19 Pandemic. In order to continue to service customers, the Company has adjusted and is continuously evolving certain aspects of its operations to protect employees and customers, which includes (i) the temporary suspension of door-to-door sales as well as a small portion of dealer and direct sales channel activities, (ii) the implementation of health checklists for employees interacting with customers in-person, and (iii) the implementation of work from home actions, including the majority of the Company’s call center professionals.
The Company considered the emergence and pervasive economic impact of the COVID-19 Pandemic in its assessment of its financial position, results of operations, cash flows, and certain accounting estimates as of and for the three and six months ended June 30, 2020. Additional information on the impacted estimates is included in the respective footnotes that follow. Due to the evolving and uncertain nature of the COVID-19 Pandemic, it is possible that the effects of the COVID-19 Pandemic could materially impact the Company’s estimates and condensed consolidated financial statements in future reporting periods.
Basis of Presentation and Consolidation
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 in these condensed consolidated financial statements should not be taken as indicative of results that may be expected for future interim periods or the full year. 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, 2019 (the “2019 Annual Report”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 10, 2020. The Company’s accounting policies used in the preparation of these condensed consolidated financial statements do not differ from those used for the annual consolidated financial statements, unless otherwise noted.
The Condensed Consolidated Balance Sheet as of December 31, 2019 included herein was derived from the audited consolidated financial statements as of that date but does not include all the footnote disclosures from the annual consolidated financial statements.
The condensed consolidated financial statements include the accounts of ADT Inc. and its wholly owned subsidiaries, and have been prepared in U.S. dollars in accordance with GAAP. All intercompany transactions have been eliminated. Certain prior period amounts have been reclassified to conform with the current period presentation.
The Company has a single operating and reportable segment based on the manner in which the Chief Executive Officer, who is the chief operating decision maker, evaluates performance and makes decisions about how to allocate resources.
Cash and Cash Equivalents and Restricted Cash and 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 cash equivalents are cash and cash equivalents that are restricted for a specific purpose and cannot be included in the general cash and cash equivalents account. Restricted cash and cash equivalents are reflected in prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets.
The following table provides a reconciliation of the amount of cash and cash equivalents and restricted cash and cash equivalents reported in the Condensed Consolidated Balance Sheets to the total of the same of such amounts shown in the Condensed Consolidated Statements of Cash Flows:
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
June 30, 2020
|
|
December 31, 2019
|
Cash and cash equivalents
|
$
|
45,473
|
|
|
$
|
48,736
|
|
Restricted cash and cash equivalents in prepaid expenses and other current assets
|
669
|
|
|
—
|
|
Cash and cash equivalents and restricted cash and cash equivalents at end of period
|
$
|
46,142
|
|
|
$
|
48,736
|
|
Subscriber System Assets, net and Deferred Subscriber Acquisition Costs, net
The Company capitalizes certain costs associated with transactions in which the Company retains ownership of the security system as well as incremental selling expenses related to acquiring customers. These costs include equipment, installation costs, and other incremental costs and are recorded in subscriber system assets, net, and deferred subscriber acquisition costs, net, in the Condensed Consolidated Balance Sheets. These assets embody a probable future economic benefit as they contribute to the generation of future monitoring and related services revenue for the Company.
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 customer termination, the Company may retrieve such assets. Depreciation expense relating to subscriber system assets is included in depreciation and intangible asset amortization in the Condensed Consolidated Statements of Operations and was $126 million and $141 million for the three months ended June 30, 2020 and 2019, respectively, and $259 million and $281 million for the six months ended June 30, 2020 and 2019, respectively.
The gross carrying amount, accumulated depreciation, and net carrying amount of subscriber system assets as of June 30, 2020 and December 31, 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
June 30, 2020
|
|
December 31, 2019
|
Gross carrying amount
|
$
|
4,553,515
|
|
|
$
|
4,597,908
|
|
Accumulated depreciation
|
(1,919,631)
|
|
|
(1,858,612)
|
|
Subscriber system assets, net
|
$
|
2,633,884
|
|
|
$
|
2,739,296
|
|
Deferred subscriber acquisition costs represent incremental selling expenses (primarily commissions) related to acquiring customers. Amortization expense relating to deferred subscriber acquisition costs included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations was $23 million and $20 million for the three months ended June 30, 2020 and 2019, respectively, and $45 million and $38 million for the six months ended June 30, 2020 and 2019, respectively.
Subscriber system assets and any related deferred subscriber acquisition costs resulting from customer acquisitions are accounted for on a pooled basis based on the month and year of acquisition. The Company depreciates and amortizes its pooled subscriber system assets and related deferred subscriber acquisition costs using an accelerated method over the estimated life of the customer relationship, which is 15 years.
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following as of June 30, 2020 and December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
June 30, 2020
|
|
December 31, 2019
|
Accrued interest
|
$
|
136,369
|
|
|
$
|
115,070
|
|
Payroll-related accruals
|
100,362
|
|
|
91,944
|
|
Other accrued liabilities
|
376,190
|
|
|
270,352
|
|
Accrued expenses and other current liabilities
|
$
|
612,921
|
|
|
$
|
477,366
|
|
Radio Conversion Costs
In 2019, the providers of 3G and Code-Division Multiple Access (“CDMA”) cellular networks notified the Company that they will be retiring their 3G and CDMA networks during 2022. Accordingly, during 2019 the Company commenced a program to replace the 3G and CDMA cellular equipment used in many of its security systems. The Company estimates the range of net costs for this replacement program at $200 million to $325 million through 2022. The Company expects to incur approximately $50 million to $100 million of net costs during 2020. These ranges are net of any revenue the Company collects from customers associated with these radio replacements and cellular network conversions. The Company seeks to minimize these costs by converting customers during routine service visits whenever possible. The replacement program and pace of replacement are subject to change and may be influenced by the Company’s ability to access customer sites due to the COVID-19 Pandemic, cost-sharing opportunities with suppliers, carriers, and customers, as well as new and innovative technologies.
Radio conversion revenue associated with the replacement program is included in monitoring and related services revenue in the Condensed Consolidated Statement of Operations while radio conversion costs are included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. During the three months ended June 30, 2020 and 2019, the Company incurred $14 million and $2 million of radio conversion costs, respectively, and recognized $9 million and $1 million of incremental radio conversion revenue, respectively. During the six months ended June 30, 2020 and 2019, the Company incurred $29 million and $2 million of radio conversion costs, respectively, and recognized $18 million and $1 million of incremental radio conversion revenue, respectively.
Fair Value of Financial Instruments
The Company’s financial instruments primarily consist of cash and cash equivalents, restricted cash and 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 are investments in money market mutual funds, which were $4 million as of June 30, 2020. The Company had no cash equivalents as of December 31, 2019. These investments are classified as a Level 1 fair value measurement, which represent unadjusted quoted prices in active markets for identical assets or liabilities.
Retail Installment Contract Receivables - The fair value of the Company’s retail installment contract receivables was determined using a discounted cash flow model. The resulting fair value is classified as a Level 3 fair value measurement.
The following table presents the carrying amount and fair value of retail installment contract receivables as of the periods presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
|
|
January 1, 2020(1)
|
|
|
(in thousands)
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
Retail installment contract receivables, net
|
$
|
66,119
|
|
|
$
|
61,523
|
|
|
$
|
9,743
|
|
|
$
|
8,946
|
|
________________
(1)Balances reflected are subsequent to the adoption of CECL (as defined below) on January 1, 2020.
Long-Term Debt Instruments - The fair value of the Company’s debt instruments was determined using broker-quoted market prices, which represent prices based on quoted prices for similar assets or liabilities as well as other observable market data. The carrying amount of debt outstanding, if any, under the Company’s revolving credit facility and receivables facility approximate fair value as interest rates on these borrowings approximate current market rates. The resulting fair value is classified as a Level 2 fair value measurement.
The following table presents the carrying amount and fair value of long-term debt instruments as of the periods presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
|
|
December 31, 2019
|
|
|
(in thousands)
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
Debt instruments, excluding finance lease obligations
|
$
|
9,681,495
|
|
|
$
|
9,849,485
|
|
|
$
|
9,617,491
|
|
|
$
|
10,177,751
|
|
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 that utilize 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 value is classified as a Level 2 fair value measurement.
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 $84 million and $47 million as of June 30, 2020 and December 31, 2019, respectively. The Company does not believe such obligations will materially affect its financial position, results of operations, or cash flows.
Recently Adopted Accounting Pronouncements
Measurement of Credit Losses on Financial Instruments
Financial Accounting Standards Board Accounting Standards Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instrument, and related amendments, introduces new guidance which makes substantive changes to the accounting for credit losses. This guidance introduces the current expected credit losses (“CECL”) model which applies to financial assets subject to credit losses and measured at amortized cost, as well as certain off-balance sheet credit exposures. The CECL model requires an entity to estimate credit losses expected over the life of an exposure, considering information about historical events, current conditions, and reasonable and supportable forecasts and is generally expected to result in earlier recognition of credit losses. The Company adopted this guidance as of January 1, 2020 using the modified retrospective approach and recognized a cumulative effect adjustment to the opening balance of accumulated deficit with no restatement of comparative periods. The impact of adoption was not material.
Cloud Computing Arrangement Costs
ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is classified as a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company adopted the guidance as of January 1, 2020 on a prospective basis, which will result in capitalized implementation costs being classified in the same line item as the fees associated with the cloud computing service agreement in the Condensed Consolidated Balance Sheets, Statements of Operations, and Cash Flows. The impact of adoption was not material.
Recently Issued Accounting Pronouncements
ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, provides optional guidance for a limited period of time to ease the potential burden of accounting for reference rate reform. This guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of this guidance.
2. Revenue and Receivables
The Company generates revenue primarily through contractual monthly recurring fees received for monitoring and related services provided to customers. In transactions in which the Company provides monitoring and related services but retains ownership of the security system, the Company’s performance obligations primarily include monitoring, related services (such as maintenance agreements), and a material right associated with the non-refundable fees received in connection with the initiation of a monitoring contract (referred to as deferred subscriber acquisition revenue) that the customer will not need to pay upon a renewal of the contract. The portion of the transaction price associated with monitoring and related services revenue is recognized when the services are provided to the customer and is reflected in monitoring and related services revenue in the Condensed Consolidated Statements of Operations.
Deferred subscriber acquisition revenue is deferred and recorded as deferred subscriber acquisition revenue in the Condensed Consolidated Balance Sheets upon initiation of a monitoring contract. Deferred subscriber acquisition revenue is amortized on a pooled basis into installation and other revenue in the Condensed Consolidated Statements of Operations over the estimated life of the customer relationship using an accelerated method consistent with the amortization of subscriber system assets and deferred subscriber acquisition costs associated with the transaction. Amortization of deferred subscriber acquisition revenue was $30 million and $26 million for the three months ended June 30, 2020 and 2019, respectively, and $59 million and $50 million for the six months ended June 30, 2020 and 2019, respectively.
In transactions involving a security system that is sold outright to the customer, the Company’s performance obligations generally include monitoring, related services, and the sale and installation of the security system. For such arrangements, the Company allocates a portion of the transaction price to each performance obligation based on a relative standalone selling price, which is determined using observable internal or external pricing and profitability metrics. Revenue associated with the sale and installation of a security 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 and other revenue in the Condensed Consolidated Statements of Operations. Revenue associated with monitoring and related services is recognized as those services are provided and is reflected in monitoring and related services revenue in the Condensed Consolidated Statements of Operations.
Customer billings for services not yet rendered are deferred and recognized as revenue as services are provided. These fees 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. 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.
The following table sets forth the Company’s revenue disaggregated by source:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
|
For the Six Months Ended
|
|
|
(in thousands)
|
|
June 30, 2020
|
|
June 30, 2019
|
|
June 30, 2020
|
|
June 30, 2019
|
Monitoring and related services
|
|
$
|
1,041,379
|
|
|
$
|
1,085,422
|
|
|
$
|
2,087,336
|
|
|
$
|
2,155,837
|
|
Installation and other
|
|
290,008
|
|
|
198,322
|
|
|
613,803
|
|
|
370,967
|
|
Total revenue
|
|
$
|
1,331,387
|
|
|
$
|
1,283,744
|
|
|
$
|
2,701,139
|
|
|
$
|
2,526,804
|
|
Equipment Ownership Model Change
During February 2020, the Company launched a new revenue model initiative for certain residential customers which revised the amount and nature of fees due at installation, introduced a 60 month monitoring contract option, and introduced a new retail installment contract which allows qualifying residential customers to repay the fees due at installation over the course of a 24, 36, or 60 month interest-free period. Due to the requirements of the Company’s initial third-party consumer financing program, the Company also transitioned its security system ownership model from a predominately Company-owned model to a predominately customer-owned model (the “Equipment Ownership Model Change”).
During March 2020, the Company entered into an uncommitted receivables securitization financing agreement (the “Receivables Facility”). Under the terms of the Receivables Facility, the Company may receive up to $200 million of financing secured by retail installment contract receivables from transactions involving security systems that were sold under a customer-owned model. During April 2020, the Company amended the Receivables Facility to also permit financing secured by retail
installment contract receivables from transactions occurring under our Company-owned model. During May 2020, the Company started to transition its security system ownership model back to a predominately Company-owned model as a result of this amendment.
Accounts Receivable
Accounts receivable represent unconditional rights to consideration due from customers in the ordinary course of business and are generally due in one year or less. Accounts receivable are recorded at amortized cost less an allowance for credit losses that are not expected to be recovered. The allowance for credit losses is recognized at inception and is reassessed on a quarterly basis.
The Company’s allowance for credit losses is evaluated on a pooled basis based on customer type. For each pool of customers, 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 was not material for the individual pools of customers.
The changes in the allowance for credit losses during the six months ended June 30, 2020 were as follows:
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
Balance as of January 1, 2020(1)
|
|
$
|
42,960
|
|
Provision for bad debt expense
|
|
50,506
|
|
Write-offs, net of recoveries(2)
|
|
(34,425)
|
|
|
|
|
Balance as of June 30, 2020
|
|
$
|
59,041
|
|
________________
(1)Balance reflected is subsequent to the adoption of CECL on January 1, 2020.
(2)The amount of recoveries was not material for the period presented, as such, the Company presented write-offs, net of recoveries.
Retail Installment Contract Receivables
During February 2020, the Company launched a new retail installment contract which allows qualifying residential customers to repay the fees due at installation over a 24, 36, or 60 month interest-free period. The financing component of a retail installment contract receivable is not significant.
When originating a retail installment contract, the Company utilizes external credit scores to assess credit quality of a customer and to determine eligibility for the retail installment contract. In addition, a customer is 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 June 30, 2020, the amount of current and delinquent billed retail installment contract receivables were not material.
Retail installment contract receivables are recorded at amortized cost less an allowance for credit losses that are not expected to be recovered. The allowance for credit losses is recognized at inception and is reassessed on a quarterly basis. The allowance for credit losses on retail installment contract receivables was not material for the periods presented.
The following is a summary of unbilled retail installment contract receivables, net, recognized in the Condensed Consolidated Balance Sheets as of the periods presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
June 30, 2020
|
|
January 1, 2020(1)
|
Retail installment contract receivables, gross
|
|
|
|
|
|
$
|
73,279
|
|
|
$
|
9,971
|
|
Allowance for credit losses
|
|
|
|
|
|
(7,160)
|
|
|
(228)
|
|
Retail installment contract receivables, net
|
|
|
|
|
|
$
|
66,119
|
|
|
$
|
9,743
|
|
Classification:
|
|
|
|
|
|
|
|
|
Accounts receivable, net
|
|
|
|
|
|
$
|
26,542
|
|
|
$
|
5,867
|
|
Other assets
|
|
|
|
|
|
39,577
|
|
|
3,876
|
|
Retail installment contract receivables, net
|
|
|
|
|
|
$
|
66,119
|
|
|
$
|
9,743
|
|
________________
(1)Balances reflected are subsequent to the adoption of CECL on January 1, 2020.
As of June 30, 2020, $25 million of the Company’s retail installment contract receivables, net, secured borrowings under the Receivables Facility. Refer to Note 6 “Debt” for further discussion.
Contract Assets
Contract assets represent rights to consideration in which the Company has transferred goods or services to the customer in the ordinary course of business, however, the Company does not have an unconditional right to such consideration. The contract asset is reclassified to accounts receivable as services are performed and billed, which results in the Company’s unconditional right to the consideration. The Company has the right to bill the customer as service is provided over time, which generally occurs over the course of a 24, 36, or 60 month period.
The Company records an allowance for credit losses against its contract assets for expected credit losses that are not expected to be recovered. The allowance for credit losses is recognized at inception and is reassessed on a quarterly basis. The allowance for credit losses on contract assets was not material for the periods presented.
The following is a summary of contract assets, net, related to residential transactions recognized in the Condensed Consolidated Balance Sheets as of the periods presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
June 30, 2020
|
|
January 1, 2020(1)
|
Contract assets, gross
|
|
|
|
|
|
$
|
134,203
|
|
|
$
|
24,411
|
|
Allowance for credit losses
|
|
|
|
|
|
(25,016)
|
|
|
(3,228)
|
|
Contract assets, net
|
|
|
|
|
|
$
|
109,187
|
|
|
$
|
21,183
|
|
Classification:
|
|
|
|
|
|
|
|
|
Prepaid expenses and other current assets
|
|
|
|
|
|
$
|
43,445
|
|
|
$
|
9,036
|
|
Other assets
|
|
|
|
|
|
65,742
|
|
|
12,147
|
|
Contract assets, net
|
|
|
|
|
|
$
|
109,187
|
|
|
$
|
21,183
|
|
________________
(1)Balances reflected are subsequent to the adoption of CECL on January 1, 2020.
The Company recognized approximately $125 million of contract assets during the six months ended June 30, 2020.
3. Leases
Company as Lessor
The Company is a lessor in certain transactions in which the Company provides monitoring and related services but retains ownership of the security system 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 monitoring and related services. For transactions in which the timing and pattern of transfer is the same for the lease and non-lease components, and 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 component based upon its predominant characteristic, which is the non-lease component. As a result, the Company accounts for the combined component as a single performance obligation under the applicable revenue guidance and the underlying assets are reflected within subscriber system assets, net in the Condensed Consolidated Balance Sheets.
Certain of the Company’s transactions do not qualify for the practical expedient as the lease component represents a sales-type lease, and as such, the Company separately accounts for the lease component and non-lease component. The Company’s sales-type leases are not material.
Company as Lessee
The Company leases real estate, vehicles, and equipment with various lease terms and maturities that extend out through 2030 from various counter parties as part of normal operations. 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 an initial lease term of 12 months or less.
The Company’s right-of-use assets and lease liabilities primarily represent (a) lease payments that are fixed at the commencement of a lease and (b) variable lease payments that depend 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, 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 for a lease is determined using the Company’s incremental borrowing rate that coincides 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 not fixed or that are not 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, which primarily relate to fuel, repair, and maintenance payments that vary based on the usage of leased vehicles, are recorded in the period in which the obligation is incurred.
The Company’s leases do not contain material residual value guarantees or restrictive covenants. The Company’s subleases are not material.
The following table presents the amounts reported in the Company’s Condensed Consolidated Balance Sheets related to operating and finance leases as of the periods presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leases (in thousands)
|
|
Classification
|
|
June 30, 2020
|
|
December 31, 2019
|
Assets
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
Operating
|
|
Prepaid expenses and other current assets
|
|
$
|
1,019
|
|
|
$
|
1,191
|
|
Non-current
|
|
|
|
|
|
|
Operating
|
|
Other assets
|
|
140,613
|
|
|
122,464
|
|
Finance
|
|
Property and equipment, net(a)
|
|
58,846
|
|
|
66,001
|
|
Total right-of-use assets
|
|
|
|
$
|
200,478
|
|
|
$
|
189,656
|
|
Liabilities
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
Operating
|
|
Accrued expenses and other current liabilities
|
|
$
|
32,294
|
|
|
$
|
29,745
|
|
Finance
|
|
Current maturities of long-term debt
|
|
27,316
|
|
|
26,949
|
|
Non-current
|
|
|
|
|
|
|
Operating
|
|
Other liabilities
|
|
116,448
|
|
|
99,999
|
|
Finance
|
|
Long-term debt
|
|
39,540
|
|
|
47,835
|
|
Total lease liabilities
|
|
|
|
$
|
215,598
|
|
|
$
|
204,528
|
|
_________________
(a)Finance right-of-use assets are recorded net of accumulated depreciation of approximately $55 million and $44 million as of June 30, 2020 and December 31, 2019, respectively.
The following is a summary of the Company’s lease cost for the presented periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
|
For the Six Months Ended
|
|
|
Lease Cost (in thousands)
|
|
June 30, 2020
|
|
June 30, 2019
|
|
June 30, 2020
|
|
June 30, 2019
|
Operating lease cost
|
|
$
|
14,312
|
|
|
$
|
14,986
|
|
|
$
|
28,912
|
|
|
$
|
30,073
|
|
Finance lease cost
|
|
|
|
|
|
|
|
|
Amortization of right-of-use assets
|
|
6,117
|
|
|
6,071
|
|
|
12,194
|
|
|
10,518
|
|
Interest on lease liabilities
|
|
782
|
|
|
905
|
|
|
1,615
|
|
|
1,657
|
|
Variable lease costs
|
|
11,351
|
|
|
13,408
|
|
|
24,149
|
|
|
24,858
|
|
Total lease cost
|
|
$
|
32,562
|
|
|
$
|
35,370
|
|
|
$
|
66,870
|
|
|
$
|
67,106
|
|
The following is a summary of the cash flows and supplemental information associated with the Company’s leases for the presented periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended
|
|
|
Other information (in thousands)
|
|
June 30, 2020
|
|
June 30, 2019
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
|
|
Operating cash flows from operating leases
|
|
$
|
28,639
|
|
|
$
|
23,628
|
|
Operating cash flows from finance leases
|
|
1,615
|
|
|
1,657
|
|
Financing cash flows from finance leases
|
|
14,430
|
|
|
9,996
|
|
Right-of-use assets obtained in exchange for new:
|
|
|
|
|
Operating lease liabilities
|
|
24,621
|
|
|
33,398
|
|
Finance lease liabilities
|
|
$
|
7,084
|
|
|
$
|
43,004
|
|
4. Acquisitions
Defenders Acquisition
During January 2020, the Company acquired Defender Holdings, Inc. (“Defenders”) (the “Defenders Acquisition”), which represented the acquisition of the Company’s largest independent dealer, for total consideration of approximately $290 million, which consisted of cash paid of $172 million, net of cash acquired, and the issuance of approximately 16 million shares of the Company’s common stock with a fair value of $114 million.
The following table summarizes the purchase price allocation of the estimated fair values of the net assets acquired and liabilities assumed as reflected in the condensed consolidated financial statements as of the date of acquisition:
|
|
|
|
|
|
Fair value of assets acquired and liabilities assumed (in thousands):
|
|
Cash
|
$
|
3,437
|
|
Accounts receivable
|
15,436
|
|
Inventories
|
17,950
|
|
Prepaid expenses and other current assets
|
16,752
|
|
Property and equipment
|
16,486
|
|
Goodwill
|
252,619
|
|
Contracts and related customer relationships
|
17,000
|
|
|
|
Other assets
|
18,734
|
|
Accounts payable
|
(14,937)
|
|
Deferred revenue
|
(1,170)
|
|
Accrued expenses and other current liabilities
|
(28,133)
|
|
Deferred tax liabilities
|
(8,051)
|
|
Other liabilities
|
(15,760)
|
|
|
|
Total consideration transferred
|
$
|
290,363
|
|
The purchase price allocation reflects preliminary fair value estimates based on management analysis, including preliminary work performed by third-party valuation specialists. The Company will finalize the purchase price allocation no later than one year from the acquisition date. The acquired contracts and related customer relationships are amortized over 14 years. The Company recorded approximately $253 million of goodwill, none of which is deductible for tax purposes, and reflects the strategic value and expected synergies of Defenders to the Company. Additionally, the Company allocated the goodwill recognized as a result of the Defenders Acquisition to the U.S. reporting unit. The impact of Defenders on the Company’s Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2020 and pro-forma results for the three and six months ended June 30, 2019 was not material.
In connection with the Defenders Acquisition, the Company settled a pre-existing relationship with Defenders related to customer accounts purchased from Defenders prior to the Defenders Acquisition. As a result, the Company recorded a charge in the amount of $81 million to merger, restructuring, integration, and other in the Condensed Consolidated Statements of Operations and reflected the associated cash payment as cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2020.
Other Acquisitions
In addition to the Defenders Acquisition, the Company paid $8 million, net of cash acquired, related to other business acquisitions, which resulted in the recognition of $7 million of goodwill, during the six months ended June 30, 2020.
5. Goodwill and Other Intangible Assets
Goodwill
The changes in the carrying amount of goodwill during the six months ended June 30, 2020 were as follows:
|
|
|
|
|
|
(in thousands)
|
|
Beginning balance
|
$
|
4,959,658
|
|
Acquisitions
|
259,488
|
|
|
|
Other
|
215
|
|
Ending balance
|
$
|
5,219,361
|
|
There were no material measurement period adjustments to purchase price allocations. The Company had no accumulated goodwill impairment losses as of June 30, 2020 and December 31, 2019.
Other Intangible Assets
The gross carrying amounts, accumulated amortization, and net carrying amounts of the Company’s other intangible assets as of June 30, 2020 and December 31, 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
(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
|
$
|
8,067,110
|
|
|
$
|
(4,366,510)
|
|
|
$
|
3,700,600
|
|
|
$
|
7,889,864
|
|
|
$
|
(3,798,319)
|
|
|
$
|
4,091,545
|
|
Dealer relationships
|
1,518,020
|
|
|
(339,499)
|
|
|
1,178,521
|
|
|
1,518,020
|
|
|
(299,459)
|
|
|
1,218,561
|
|
Other
|
205,175
|
|
|
(182,768)
|
|
|
22,407
|
|
|
210,775
|
|
|
(184,236)
|
|
|
26,539
|
|
Total definite-lived intangible assets
|
9,790,305
|
|
|
(4,888,777)
|
|
|
4,901,528
|
|
|
9,618,659
|
|
|
(4,282,014)
|
|
|
5,336,645
|
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
Trade name
|
1,333,000
|
|
|
—
|
|
|
1,333,000
|
|
|
1,333,000
|
|
|
—
|
|
|
1,333,000
|
|
Intangible assets
|
$
|
11,123,305
|
|
|
$
|
(4,888,777)
|
|
|
$
|
6,234,528
|
|
|
$
|
10,951,659
|
|
|
$
|
(4,282,014)
|
|
|
$
|
6,669,645
|
|
For the six months ended June 30, 2020, the changes in the net carrying amount of contracts and related customer relationships were as follows:
|
|
|
|
|
|
(in thousands)
|
|
Beginning balance
|
$
|
4,091,545
|
|
Acquisition of customer relationships
|
17,000
|
|
Customer contract additions, net of dealer charge-backs
|
160,046
|
|
Amortization
|
(568,191)
|
|
|
|
Other
|
200
|
|
Ending balance
|
$
|
3,700,600
|
|
The Company paid $144 million to purchase contracts with customers under the ADT Authorized Dealer Program and from other third parties during the six months ended June 30, 2020. In connection with the Defenders Acquisition, the Company received an advance payment of $39 million for the estimated future dealer charge-backs related to accounts purchased from Defenders prior to the Defenders Acquisition. This amount is included in dealer generated customer accounts and bulk account purchases in the Condensed Consolidated Statement of Cash Flows and is anticipated to be materially realized as a reduction to contracts and related customer relationships over the course of a 13-month charge-back period.
The weighted-average amortization period for contracts with customers purchased under the ADT Authorized Dealer Program and from other third parties was 15 years during the six months ended June 30, 2020.
Amortization expense for definite-lived intangible assets for the periods presented was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
|
For the Six Months Ended
|
|
|
(in thousands)
|
|
June 30, 2020
|
|
June 30, 2019
|
|
June 30, 2020
|
|
June 30, 2019
|
Definite-lived intangible asset amortization expense
|
|
$
|
305,407
|
|
|
$
|
311,221
|
|
|
$
|
612,363
|
|
|
$
|
617,528
|
|
Goodwill and Indefinite-Lived Intangible Assets Impairment
Goodwill and indefinite-lived intangible assets are not amortized and are tested for impairment at least annually as of the first day of the fourth quarter of each year and more often if an event occurs or circumstances change which indicate it is more-likely-than-not that fair value is less than carrying amount.
Goodwill
As a result of the macroeconomic decline due to the ongoing COVID-19 Pandemic, the Company quantitatively tested the goodwill associated with its reporting units for impairment as of March 31, 2020.
Under the quantitative approach, the Company estimated the fair value of each reporting unit and compared it to its carrying amount. The fair values of the reporting units were determined using the income approach, which discounts projected cash flows using market participant assumptions. The income approach included significant assumptions including, but not limited to, forecasted revenue, operating profit margins, operating expenses, cash flows, perpetual growth rates, and long-term discount rates. In developing these assumptions, the Company relied on various factors including operating results, business plans, economic projections, anticipated future cash flows, and other market data.
Based on the results of the tests, the Company did not record any goodwill impairment losses associated with its reporting units. Due to the COVID-19 Pandemic, the assumptions made in connection with the Company’s goodwill impairment assessments could be impacted in the future as a result of the evolving and uncertain nature of economic conditions. As a result, the Company’s reporting units are considered at risk of future impairment. If the Company’s assumptions are not realized, or if there are changes in any of the assumptions in the future due to a change in economic conditions, it is possible that an impairment charge may need to be recorded in the future.
6. Debt
Debt as of June 30, 2020 and December 31, 2019 was comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
Balance as of
|
|
|
Debt Description
|
|
Issued
|
|
Maturity
|
|
Interest Rate
|
|
Interest Payable
|
|
June 30, 2020
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Lien Term Loan due 2026
|
|
9/23/2019
|
|
9/23/2026
|
|
Adj. LIBOR +3.25%
|
|
Quarterly
|
|
$
|
3,086,675
|
|
|
$
|
3,102,225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Lien Notes due 2028
|
|
1/28/2020
|
|
1/15/2028
|
|
6.250%
|
|
1/15 and 7/15
|
|
1,300,000
|
|
|
—
|
|
Prime Notes
|
|
5/2/2016
|
|
5/15/2023
|
|
9.250%
|
|
5/15 and 11/15
|
|
—
|
|
|
1,246,000
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADT Notes due 2021
|
|
10/1/2013
|
|
10/15/2021
|
|
6.250%
|
|
4/15 and 10/15
|
|
1,000,000
|
|
|
1,000,000
|
|
ADT Notes due 2022
|
|
7/5/2012
|
|
7/15/2022
|
|
3.500%
|
|
1/15 and 7/15
|
|
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
|
|
5/20/2025
|
|
LIBOR +1.00%
|
|
Monthly
|
|
19,429
|
|
|
—
|
|
Finance lease obligations
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
66,856
|
|
|
74,784
|
|
Less: Unamortized debt discount, net
|
|
|
|
|
|
|
|
|
|
(25,056)
|
|
|
(26,840)
|
|
Less: Unamortized deferred financing costs
|
|
|
|
|
|
|
|
|
|
(61,197)
|
|
|
(58,075)
|
|
Less: Unamortized purchase accounting fair value adjustment and other
|
|
|
|
|
|
|
|
|
|
(188,268)
|
|
|
(195,731)
|
|
Total debt
|
|
|
|
|
|
|
|
|
|
9,748,351
|
|
|
9,692,275
|
|
Less: Current maturities of long-term debt
|
|
|
|
|
|
|
|
|
|
(63,029)
|
|
|
(58,049)
|
|
Long-term debt
|
|
|
|
|
|
|
|
|
|
$
|
9,685,322
|
|
|
$
|
9,634,226
|
|
__________________
N/A—Not applicable
Significant changes in the Company’s debt during the six months ended June 30, 2020 were as follows:
First Lien Credit Agreement
As of June 30, 2020, the Company had an available borrowing capacity of $400 million under a first lien revolving credit facility (the “First Lien Revolving Credit Facility”), with no borrowings outstanding.
Second Lien Notes due 2028
During January 2020, the Company issued $1.3 billion aggregate principal amount of 6.250% second-priority senior secured notes due 2028 (the “Second Lien Notes due 2028”). The proceeds from the Second Lien Notes due 2028, along with cash on hand and borrowings under the First Lien Revolving Credit Facility, were used to redeem the outstanding $1.2 billion aggregate principal amount of the Company’s 9.250% second-priority senior secured notes due 2023 (the “Prime Notes”) and pay any related fees and expenses, including the call premium on the outstanding Prime Notes. The deferred financing costs incurred in connection with the issuance of the Second Lien Notes due 2028 were not material.
The Second Lien Notes due 2028 are due at maturity, however, may be redeemed at the Company’s option as follows:
•Prior to January 15, 2023, in whole at any time or in part from time to time, (a) at a redemption price equal to 100% of the principal amount of the Second Lien Notes due 2028 redeemed, plus a make-whole premium and accrued and unpaid interest as of, but excluding, the redemption date or (b) for up to 40% of the original aggregate principal amount of the Second Lien Notes due 2028 and in an aggregate amount equal to the net cash proceeds of any equity offerings, at a redemption price equal to 106.250%, plus accrued and unpaid interest, so long as at least 50% of the original aggregate principal amount of the Second Lien Notes due 2028 shall remain outstanding after each such redemption.
•On or after January 15, 2023, in whole at any time or in part from time to time, at a redemption price equal to 103.125% of the principal amount of the Second Lien Notes due 2028 redeemed and accrued and unpaid interest as of, but excluding, the redemption date. The redemption price decreases to 101.563% on or after January 15, 2024 and decreases to 100% on or after January 15, 2025.
The Company’s obligations relating to the Second Lien Notes due 2028 are guaranteed, jointly and severally, on a senior secured second-priority basis, by each of the Company’s domestic subsidiaries that guarantees its First Lien Credit Agreement and by each of the Company’s future domestic subsidiaries that guarantees certain of the Company’s debt and the related guarantees are secured by second-priority security interests in substantially all of the tangible and intangible assets of the Company’s domestic subsidiaries, subject to certain permitted liens and exceptions. Additionally, upon the occurrence of specified change of control events, the Company must offer to repurchase the Second Lien Notes due 2028 at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the purchase date. The indenture governing the Second Lien Notes due 2028 also provides for customary events of default.
Prime Notes
The indenture underlying the outstanding $1.2 billion aggregate principal amount of the Prime Notes was discharged during January 2020 and the Prime Notes were redeemed during February 2020 for a total redemption price of approximately $1.3 billion, which included the related call premium.
Receivables Facility
During March 2020, the Company entered into the Receivables Facility. Under the terms of the Receivables Facility, the Company may receive up to $200 million of financing secured by retail installment contract receivables from transactions involving security systems that were sold under a customer-owned model. During April 2020, the Company amended the Receivables Facility to also permit financing secured by retail installment contract receivables from transactions occurring under a Company-owned model. The Receivables Facility has a one year revolving period until March 5, 2021, which may be extended, and bears interest at a variable rate. If the revolving period is not extended, the Company is required to repay the Receivables Facility in a manner consistent with the contractual collections of the underlying retail installment contract receivables. The Company may make voluntary prepayments on the Receivables Facility at any time prior to maturity at par.
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 (the “SPE”), which, pursuant to the Receivables Facility, borrows funds secured by the transferred retail installment contract receivables. The SPE 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 in 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 the SPE’s creditors may be remitted to the Company during and after the term of the Receivables Facility. The SPE’s creditors have legal recourse to the transferred retail installment contract receivables owned by the SPE, but do not have any recourse to the Company (other than the SPE) for the payment of principal and interest on the SPE’s financing.
The Company services the transferred retail installment contract receivables and is responsible for ensuring that amounts collected from the transferred retail installment contract receivables are remitted to the SPE. The Company is required to deposit payments received from the transferred retail installment contract receivables into a segregated account maintained by a third party. 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 is reflected in prepaid expenses and other current assets in the Company’s Condensed Consolidated Balance Sheets.
Borrowings under the Receivables Facility along with the transferred retail installment contract receivables are included in the Condensed Consolidated Balance Sheets. Borrowings and repayments under the Receivables Facility are reflected as cash flows from financing activities in the Condensed Consolidated Statements of Cash Flows.
During the three and six months ended June 30, 2020, the Company received proceeds of $20 million under the Receivables Facility and repaid $423 thousand. As of June 30, 2020, the Company had an outstanding balance of $19 million and an uncommitted available borrowing capacity of $181 million under the Receivables Facility. The Receivables Facility did not have a material impact to the Condensed Consolidated Statements of Operations.
Variable Interest Entity
The SPE, as described above, 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 assets, liabilities and financial results of operations of the SPE are consolidated in the Company’s condensed consolidated financial statements. As of June 30, 2020, the SPE’s assets and liabilities primarily consisted of unbilled retail installment contract receivables, net, of $25 million and borrowings under the Receivables Facility of $19 million.
Loss on Extinguishment of Debt
During the six months ended June 30, 2020, loss on extinguishment of debt totaled $66 million and related to the call premium and write-off of unamortized deferred financing costs in connection with the $1.2 billion redemption of the Prime Notes in February 2020.
During the six months ended June 30, 2019, loss on extinguishment of debt totaled $88 million and included (i) $22 million associated with the call premium and the partial write-off of unamortized deferred financing costs in connection with the $300 million partial redemption of the Prime Notes in February 2019, (ii) $61 million associated with the call premium and partial write-off of unamortized deferred financing costs in connection with the $1 billion partial redemption of the Prime Notes in April 2019, and (iii) $6 million associated with the partial write-off of unamortized deferred financing costs and discount in connection with the $500 million repayment of the First Lien Term B-1 Loan in April 2019.
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 the interest rate swap contracts that are not designated as hedges, changes in fair value are recognized in interest expense in the Condensed Consolidated Statements of Operations. For the interest rate swap contracts that are designated as cash flow hedges, changes in fair value are recognized as a component of accumulated other comprehensive income (“AOCI”) in the Condensed Consolidated Balance Sheets and are reclassified into interest expense 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, the amounts recognized as a component of AOCI are reclassified into interest expense 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 as the forecasted cash flows are probable of occurring. Additionally, the changes in fair value for de-designated interest rate swap contracts are recognized in interest expense. The interest rate swap contracts entered into during October 2019 included a significant financing component at inception, and as such, the related cash flows are reflected in cash flows from financing activities in the Condensed Consolidated Statements of Cash Flows.
As a result of changes in the interest rate environment in response to macroeconomic decline due to the ongoing COVID-19 Pandemic, the Company's interest rate swap contracts designated as cash flow hedges with an aggregate notional amount of $3 billion were no longer highly effective beginning in March 2020. Accordingly, the Company de-designated the cash flow hedges and the changes in fair value for the period in which these cash flow hedges were no longer highly effective were recognized in interest expense. Amounts recognized as a component of AOCI prior to de-designation will be reclassified into interest expense in the same period in which the related interest on variable-rate debt affects earnings through the maturity dates of the interest rate swap contracts as the forecasted cash flows are probable of occurring.
Below is a summary of the Company’s interest rate swap contracts as of June 30, 2020 (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 changes in fair value of interest rate swap contracts recognized in interest expense in the Condensed Consolidated Statements of Operations were losses of $28 million and $5 million during the three months ended June 30, 2020 and 2019, respectively, and losses of $98 million and $9 million during the six months ended June 30, 2020 and 2019, respectively. The interest rate swap contracts did not have a material impact to the Condensed Consolidated Statements of Cash Flows during the six months ended June 30, 2020 and 2019.
The fair value of the Company’s interest rate swap contracts and related classification in the Condensed Consolidated Balance Sheets for the periods presented were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
June 30, 2020
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued expenses and other current liabilities
|
$
|
64,265
|
|
|
$
|
15,334
|
|
Other liabilities
|
249,112
|
|
|
68,884
|
|
Fair value of interest rate swaps
|
$
|
313,377
|
|
|
$
|
84,218
|
|
As of June 30, 2020 and December 31, 2019, AOCI, net of tax, related to cash flow hedges was $147 million and $59 million, respectively.
8. Equity
The Company has a single class of common stock in which stockholders are entitled to one vote for each share of common stock.
Issuance of Shares
During January 2020, the Company issued approximately 16 million shares of the Company’s common stock with a fair value of $114 million in connection with the Defenders Acquisition.
Agreement to Issue Class B Common Stock
On July 31, 2020, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Google LLC (“Google”) pursuant to which the Company has agreed to issue and sell in a private placement to Google 54,744,525 shares of Class B common stock, par value of $0.01 per share, of the Company (“Class B Common Stock”) for an aggregate purchase price of $450 million, subject to adjustment to limit Google’s investment to 9.9% of the issued and outstanding common stock of the Company on an as-converted basis. The shares of Class B Common Stock are being acquired at a per share purchase price of $8.22 (which is equal to the volume weighted average price of shares of the Company’s common stock for the fifteen trading days immediately prior to entry into the Securities Purchase Agreement), adjusted for the amount of any cash dividend declared by the Company after the date of the Securities Purchase Agreement and prior to the date of closing, to the extent that Google is not entitled to receive such dividend. Based on this number of shares, after closing, Google will hold approximately 6.6% of the issued and outstanding common stock of the Company on an as-converted basis. Prior to closing, Google has the unilateral right to purchase, for the same price per share, additional shares of Class B Common Stock such that, immediately following the closing, Google holds 9.9% of the issued and outstanding common stock on an as-converted basis. Google has indicated to the Company that it does not currently intend to exercise the option.
The Company has agreed to amend its certificate of incorporation pursuant to the terms of the Securities Purchase Agreement prior to closing, to, among other things, authorize the issuance of shares of Class B Common Stock, which will constitute a new class of common stock of the Company. Each share of Class B Common Stock will have equal status and rights to dividends with a share of common stock. The holders of Class B Common Stock shall have one vote for each share of Class B Common Stock held of record by such holder on all matters on which stockholders are entitled to vote generally; provided, however, that holders of Class B Common Stock, as such, shall not be entitled to vote 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 thereof, at any time following the earlier of (i) the expiration or early termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Clearance”), required prior to such holder’s conversion of all such shares of Class B Common Stock, and (ii) to the extent HSR Clearance is not required prior to such holder’s conversion of such shares of Class B Common Stock, the date that such holder owns such shares of Class B Common Stock.
The Securities Purchase Agreement further specifies that, upon closing, the Company and Google will enter into an Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which Google will agree to be bound by customary transfer restrictions and drag-along rights, and be afforded customary registration rights with respect to shares of Class B Common Stock held directly by Google. Under the terms of the Investor Rights Agreement, Google will be prohibited, subject to certain exceptions, from transferring any shares of Class B Common Stock or any shares of common stock issuable upon conversion of the Class B Common Stock beneficially owned by Google until the earlier of (i) the three-year anniversary of closing, (ii) the date on which the Commercial Agreement (as defined below) has been terminated under certain specified circumstances and (iii) June 30, 2022 if the Company breaches certain of its obligations under the Commercial Agreement (as defined below).
Commercial Agreement
Concurrently with the execution of the Securities Purchase Agreement, ADT LLC, an indirect wholly owned subsidiary of the Company (“ADT LLC”), and Google entered into a Master Supply, Distribution, and Marketing Agreement (the “Commercial Agreement”), pursuant to which Google has agreed to supply ADT LLC with certain Google devices as well as certain Google video and analytics services (“Google Services”), for sale to ADT LLC’s customers. Subject to customary termination rights related to breach and change of control, the Commercial Agreement has an initial term of seven years from the date that the Google Service is successfully integrated into ADT LLC’s end-user security and automation platform, which is targeted for no later than June 30, 2022. If the integrated service is not launched by June 30, 2022 then ADT LLC will be required to offer Google Services without integration for professional installations except for existing customers who already have ADT Pulse or
ADT Control interactive services until such integration has been made. Further, subject to certain carveouts, ADT LLC has agreed to exclusively sell certain devices and services of the Investor for end-user smart home, security or safety devices.
The Commercial Agreement also contains customary termination rights for both parties. In addition, Google has rights to terminate the Commercial Agreement if (i) ADT LLC divests any part of its direct to consumer business and the acquiring entity does not agree to assume all obligations under the Commercial Agreement, or (ii) ADT LLC breaches certain provisions of the Commercial Agreement and does not cure such breaches. In the event of a breach by ADT LLC of the Commercial Agreement in a manner reasonably likely to result in a material adverse effect on Google’s business or brand, or a breach by ADT LLC of certain data security and privacy obligations under the Commercial Agreement, ADT LLC must suspend the sale of Google Services and certain devices during the applicable cure period. Upon termination of the Commercial Agreement, ADT LLC will no longer have rights to sell the Google Service or devices to new customers, subject to an applicable transition period. In addition, the Google Services may not be accessible by ADT LLC customers through ADT’s integrated end-user application during any cure period for breach by ADT LLC of certain data security and privacy provisions of the Commercial Agreement or upon termination of the agreement for a breach of such provisions.
The Commercial Agreement specifies that each party will contribute $150 million towards the joint marketing of devices and services, customer acquisition, training of ADT LLC’s employees for the sales, installation, customer service, and maintenance for the product and service offerings, and technology updates for products included in such offerings. Each party will contribute such funds in three equal tranches, subject to the attainment of certain milestones.
Dividends
During the six months ended June 30, 2020, the Company declared the following dividends on common stock:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Declared Date
|
|
Dividend per Share
|
|
Record Date
|
|
Payment Date
|
March 5, 2020
|
|
$0.035
|
|
March 19, 2020
|
|
April 2, 2020
|
May 7, 2020
|
|
$0.035
|
|
June 18, 2020
|
|
July 2, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the three months ended June 30, 2020, the Company declared dividends of $27 million (or $0.035 per share). The amount of dividends settled in shares of common stock during that period was not material.
During the three months ended June 30, 2019, the Company declared dividends of $26 million (or $0.035 per share), of which $3 million represents the portion of the dividends settled in cash and $23 million represents the portion of the dividends settled in shares of common stock, which resulted in the issuance of approximately 4 million shares of common stock, on July 2, 2019.
During the six months ended June 30, 2020, the Company declared dividends of $54 million (or $0.07 per share). The amount of dividends settled in shares of common stock during that period was not material.
During the six months ended June 30, 2019, the Company declared dividends of $53 million (or $0.07 per share). When including the July 2, 2019 payment date, approximately $7 million represents the portion of the dividends settled in cash and $46 million represents the portion of the dividends settled in shares of common stock, which resulted in the issuance of 7 million shares of common stock.
On August 5, 2020, the Company announced a dividend of $0.035 per share to common stockholders of record on September 18, 2020, which will be distributed on October 2, 2020.
Share Repurchase Program
In February 2019, the Company approved a share repurchase program (the “Share Repurchase Program”), which permits the Company to repurchase up to $150 million of the Company’s shares of common stock through February 27, 2021. On March 23, 2020, the Company approved an increase of $75 million, inclusive of the amount then remaining under the Share Repurchase Program, in the authorized repurchase amount and an extension of the Share Repurchase Program through March 23, 2021.
The Company may effect these repurchases pursuant to one or more trading plans to be adopted in accordance with Rule 10b5-1 (each, a “10b5-1 plan”) under the Securities Exchange Act of 1934 (the “Exchange Act”), in privately negotiated transactions, in open market transactions, or pursuant to an accelerated share repurchase program. The Company intends to conduct the Share Repurchase Program in accordance with Rule 10b-18 under the Exchange Act.
During the three and six months ended June 30, 2020, there were no material repurchases of shares of common stock under the Share Repurchase Program. As of June 30, 2020, the Company had approximately $75 million remaining in the Share Repurchase Program.
During the three and six months ended June 30, 2019, the Company repurchased 21 million and 24 million shares of common stock, respectively, for approximately $128 million and $150 million, respectively. All of the shares repurchased were treated as retirements and reduced the number of shares issued and outstanding. In addition, the Company recorded the excess of the purchase price over the par value per share as a reduction to additional paid-in capital.
Accumulated Other Comprehensive Loss
There were no material reclassifications out of AOCI during the six months ended June 30, 2020 and 2019.
9. Share-based Compensation
Share-based compensation expense totaled $25 million and $23 million during the three months ended June 30, 2020 and 2019, respectively, and $48 million and $46 million during the six months ended June 30, 2020 and 2019, respectively.
Restricted Stock Units
During the six months ended June 30, 2020, the Company granted approximately 12 million restricted stock units (“RSUs”) under the 2018 Omnibus Incentive Plan (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 $5.87.
Options
During the six months ended June 30, 2020, the Company granted approximately 9 million options under the 2018 Plan. These options are service-based awards with a three-year graded vesting period from the date of grant and have an exercise price equal to the closing price per share of the Company’s common stock on the date of grant, which resulted in a weight-average exercise price of $5.31, and a contractual term of ten years from the grant date.
The grant date fair values of options granted under the 2018 Plan were determined using the Black-Scholes valuation approach with the following assumptions:
|
|
|
|
|
|
|
For the Six Months Ended June 30, 2020
|
Risk-free interest rate
|
0.51% - 1.40%
|
Expected exercise term (years)
|
6.0
|
Expected dividend yield
|
2.2% - 2.7%
|
Expected volatility
|
45% - 46%
|
The risk-free interest rate was based on U.S. Treasury bonds with a zero-coupon rate. The Company did not have sufficient historical exercise data, and, as such, the Company leveraged estimates from prior option valuations as its best estimate of expected exercise term. The dividend yield was calculated by taking the annual dividend run-rate and dividing by the stock price at date of grant. The stock price volatility was implied based upon an average of historical volatilities of publicly traded companies in industries similar to the Company, as the Company did not have sufficient history to use as a basis for actual stock price volatility, as well as consideration for the Company’s debt to equity ratio.
During the six months ended June 30, 2020, the weighted-average grant date fair value for options granted was $1.77.
10. Net Loss Per Share
Basic net loss per share is computed by dividing net loss available to common shares by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss available to common shares by the diluted weighted-average number of common shares outstanding during the period, which reflects the dilutive effect of potential common shares using the treasury stock method.
For purposes of the diluted net loss per share computation, all potential common shares that would be dilutive were excluded because their effect would be anti-dilutive due to the net loss available to common shares. As a result, basic net loss per share is equal to diluted net loss per share for the periods presented.
The computations of basic and diluted net loss per share for the periods presented are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
|
For the Six Months Ended
|
|
|
(in thousands, except per share amounts)
|
June 30, 2020
|
|
June 30, 2019
|
|
June 30, 2020
|
|
June 30, 2019
|
Numerator:
|
|
|
|
|
|
|
|
Net loss
|
$
|
(106,741)
|
|
|
$
|
(104,057)
|
|
|
$
|
(407,034)
|
|
|
$
|
(170,527)
|
|
Denominator:
|
|
|
|
|
|
|
|
Weighted-average shares outstanding, basic and diluted
|
760,597
|
|
|
749,575
|
|
|
759,845
|
|
|
752,895
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share, basic and diluted
|
$
|
(0.14)
|
|
|
$
|
(0.14)
|
|
|
$
|
(0.54)
|
|
|
$
|
(0.23)
|
|
11. Income Taxes
Unrecognized Tax Benefits
During the six months ended June 30, 2020, the Company did not have a material change to its 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. Based on the current status of its income tax audits, the Company does not believe that a significant portion of its unrecognized tax benefits will be resolved in the next twelve months.
Effective Tax Rate
The Company’s income tax benefit for the three months ended June 30, 2020 was $28 million, resulting in an effective tax rate for the period of 20.7%. The effective tax rate primarily represents the federal statutory rate of 21.0%, a state statutory tax rate, net of federal benefits, of 2.9%, a 9.7% unfavorable impact from non-deductible charges primarily due to the Defenders Acquisition, partially offset by a 6.7% favorable impact related to a decrease in unrecognized tax benefits.
Income tax benefit for the three months ended June 30, 2019 was $23 million, resulting in an effective tax rate for the period of 18.0%. The effective tax rate primarily represents the federal income tax rate of 21.0% and a 3.4% unfavorable impact associated with legislative changes.
The Company’s income tax benefit for the six months ended June 30, 2020 was $106 million, resulting in an effective tax rate for the period of 20.6%. The effective tax rate primarily represents the federal statutory rate of 21.0%, a state statutory tax rate, net of federal benefits, of 3.0%, a 2.8% unfavorable impact from non-deductible charges primarily due to the Defenders Acquisition, and a 1.3% unfavorable impact from an increase in valuation allowances primarily due to tax credits not expected to be utilized prior to expiration.
Income tax benefit for the six months ended June 30, 2019 was $45 million, resulting in an effective tax rate for the period of 21.0%. The effective tax rate primarily represents the federal income tax rate of 21.0%, a 1.8% unfavorable impact associated with legislative changes, and offset by a 1.2% favorable impact associated with the resolution of open tax years.
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.
COVID-19 Pandemic
In response to the COVID-19 Pandemic, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law during March 2020 and included significant corporate income tax and payroll tax provisions aimed to provide economic relief to address the impact of the COVID-19 Pandemic. The Company is continuing to assess these corporate tax provisions and expects to recognize 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 expects to benefit from an increase in the interest expense limitation from 30% to 50% for tax years 2019 and 2020.
In addition, states have begun proposing and enacting legislation to address the unfavorable financial impacts of the COVID-19 Pandemic, which includes tax rate changes, decoupling from favorable federal legislation under the CARES Act (such as an increased interest expense limitation from 30% to 50%), and limiting the use of net operating losses. As of June 30, 2020, there has been no material impact to the Company from these state legislative changes. However, the Company expects the trend to continue through the remainder of 2020 and these changes could have material impacts to the Company’s results of operations and cash flows. The Company will continue to assess the impacts as states finalize and enact these legislative changes.
12. Commitments and Contingencies
Purchase Obligations
There have been no material changes to the Company’s purchase obligations as compared to December 31, 2019.
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.
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’s accrual for ongoing claims and lawsuits not within scope of an insurance program was not material and in most cases the Company has not accrued for any losses as the ultimate outcome or the range of possible loss cannot be estimated. The Company’s accrual for ongoing claims and lawsuits within scope of an insurance program totaled $111 million and $105 million as of June 30, 2020 and December 31, 2019, respectively.
Environmental Matters
In October 2013, the Company was notified by subpoena that the Office of the Attorney General of California, in conjunction with the Alameda County District Attorney, is investigating whether the Company’s electronic waste disposal policies, procedures, and practices are in violation of the California Business and Professions Code and the California Health and Safety Code. During 2016, Protection One, Inc. was also notified by the same parties that it was subject to a similar investigation. The investigations have been inactive since December 2016 other than a status conference conducted in May 2019. The Company is coordinating joint handling of both investigations and continues to fully cooperate with the respective authorities.
Shareholder Litigation
Five substantially similar shareholder class action lawsuits related to the IPO in January 2018 were filed in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida in March, April, and May 2018 and were consolidated for discovery and trial and entitled In re ADT Inc. Shareholder Litigation. The consolidated complaint in that action asserts claims on behalf of a putative class of shareholder plaintiffs and sought to represent a class of similarly situated shareholders for alleged violations of the Securities Act of 1933, as amended (the “Securities Act”). The complaint alleges that the Company defendants violated the Securities Act because the registration statement and prospectus used to effectuate the IPO were false and misleading in that they allegedly misled investors with respect to litigation involving the Company, the Company’s efforts to protect its intellectual property, and the competitive pressures faced by the Company. A similar shareholder class action lawsuit entitled Perdomo v ADT Inc., also related to the IPO in January 2018, was filed in the U.S. District Court for the Southern District of Florida in May 2018. In September 2019, the parties reached an agreement in principle to settle both the state court and the federal court actions. In connection with the agreement, the plaintiffs in the Perdomo action voluntarily dismissed the action without prejudice in October 2019. The parties are documenting the settlement in principle, after which the parties plan to move in state court for certification of a class for settlement purposes and approval of the settlement.
California Independent Contractor Litigation
In August 2017, Jabra Shuheiber filed civil litigation in Marin County Superior Court on behalf of himself and two other individuals asserting wage and hour violations against the Company. The action is entitled Jabra Shuheiber v. ADT, LLC (Case Number CV 1702912, Superior Court, Marin County). Mr. Shuheiber was the owner/operator of a sub-contractor, Maximum Protection, Inc. (“MPI”), who employed the other two plaintiffs in the litigation. In August 2018, in response to the California Supreme Court’s decision in Dynamex Operations West, Inc. v. Superior Court of Los Angeles County, counsel for Mr. Shuheiber provided the Company with a proposed amended complaint that modified the wage and hour claims such that they were brought on a class basis. The proposed class is not clearly defined but appears to be composed of two groups of individuals: 1) individual owners of sub-contractors who performed services for the sub-contractor; and 2) individuals with no
ownership interest in a sub-contractor who were employed by the sub-contractor and provided services pursuant to a contract between the sub-contractor and the Company. In October 2018, the Company answered the plaintiffs’ First Amended Complaint and filed a cross-complaint against the plaintiffs’ sub-contracting company for indemnification pursuant to the term of ADT’s sub-contract. In November 2019, the parties reached a settlement agreement in principle. The settlement has been documented and received preliminary approval from the court in July 2020.
Los Angeles Alarm Permit Class Action
In June 2013, the Company was served with a class action complaint in California State Court entitled Villegas v. ADT. In this complaint, the plaintiff asserted that the Company violated certain provisions of the California Alarm Act and the Los Angeles Municipal Alarm Ordinance for its alleged failures to obtain alarm permits for its Los Angeles customers and disclose the alarm permit fee in its customer contracts. The plaintiff seeks to recover damages for putative class members who were required to pay enhanced false alarm fines as a result of the Company not obtaining a valid alarm permit at the time of alarm system installation. The case was initially dismissed by the trial court and judgment was entered in the Company’s favor in October 2014, which the plaintiff appealed. In September 2016, the California Appellate Court reversed and remanded the case back to the trial court. In November 2018, the trial court granted the plaintiff’s motion for class certification and certified four subclasses of customers who received fines from the City of Los Angeles. The parties reached a settlement agreement in principle in January 2020. The settlement is being documented, after which the parties plan to move for settlement approval and certification of a class for settlement purposes.
Wage and Hour Class Actions
In January 2020, the Company acquired Defenders, which is defending against litigation brought by Teddy Archer and seven other security advisors who claim unpaid overtime under the Fair Labor Standards Act (“FLSA”), breach of contract under state law in all states, and a violation of state wage-hour laws in California, New Jersey, New York, and Washington. The lawsuit was originally filed in March 2018 in the United States District Court for the District of Delaware. During 2018, the court conditionally certified the case as an FLSA collective action. The plaintiffs seek to represent a nationwide class for unpaid wages. The parties are actively engaged in discovery.
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 220 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, three lawsuits have been filed against the Company.
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. The plaintiff asserts causes of action on behalf of herself and other Company customers similarly situated, and seeks to recover damages for breach of contract, negligence, intrusion upon seclusion, violation of the Computer Fraud and Abuse Act, negligent hiring, supervision and retention, and intentional infliction of emotional distress. After the Company moved to dismiss, the plaintiff filed an amended complaint in July 2020 to add the former technician as a defendant, to allege additional claims against the Company, and to assert representation of a new subclass.
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. The plaintiff asserts causes of action on behalf of herself and others similarly situated as individuals residing in homes of Company customers, and seeks 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 complaint and further to compel arbitration.
The Company was also served with a complaint filed in Texas state court by an individual Company customer and may be subject to future legal claims.
13. Related Party Transactions
The Company’s related party transactions primarily relate to management, consulting, and transaction advisory services provided by Apollo, as well as monitoring and related services provided to or products and services received from other entities controlled by Apollo. There were no significant related party transactions for the three or six months ended June 30, 2020 and 2019.