Greetings, and welcome to today's call [Operator Instructions]. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Elizabeth Lippitt Landers, Senior Director of Investor Relations. Thank you. You may begin..

Thanks, operator, and good morning, everyone. We appreciate you joining today's call to discuss ADT's Second Quarter 2023 earnings and the transaction we announced this morning to sell our Commercial business. Speaking on today's call will be ADT's President and CEO, Jim DeVries; and our EVP and CFO, Ken Porpora.

Following the prepared remarks, we'll take analyst questions. Also joining us for Q&A are Don Young, EVP and Chief Operating Officer; and Wayne Thorson, EVP and Chief Business Officer.

Earlier this morning, we issued our earnings press release and a separate press release on the sale of our Commercial business as well as an accompanying slide presentation. These materials are available on our Web site at investor.adt.com.

Before we start, I do need to mention that today's remarks include forward-looking statements that represent our beliefs or expectations about future events. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially.

Some of the factors that may cause differences are described in our SEC filings. We'll also discuss non-GAAP financial measures on the call. The most directly comparable GAAP measures along with a reconciliation to those measures can be found on our earnings slide presentation on the ADT Investor Relations Web site.

And with that, I'm excited to turn the call over to Jim..

Thanks, Elizabeth. Good morning, and thank you to everyone for joining us today. I'll begin the call talking about the announcement we made premarket to divest ADT's Commercial business. I'll then share some perspective about the exciting road ahead. And finally, I'll share some comments about our second quarter results.

I'll then turn the call over to Ken Porpora for details on our second quarter financial results, a bit more on the divestiture and our 2023 outlook.

This morning, ADT announced it entered into a definitive agreement to divest our Commercial security, fire and life safety business unit to GTCR, a leading private equity firm for a purchase price of just over $1.6 billion.

The transaction was approved by our Board of Directors and is expected to close in the fourth quarter of this year, subject to customary closing conditions, including regulatory approvals. There are five key benefits of this transaction that will significantly unlock shareholder value.

First, the divestment enables more focus for ADT to facilitate the pursuit of significant residential and small business growth opportunities in the smart home and solar markets.

Second, the sale price represents an attractive enterprise value and at just over $1.6 billion is equivalent to a multiple of 11.2 times the Commercial trailing 12 month adjusted EBITDA, including an estimated allocation of corporate costs. Third, ADT will have a meaningfully lower leverage profile following the close of the transaction.

The entirety of the net proceeds will be used to pay down debt, reducing our net leverage ratio from the current level of 3.7, down to 3.3 times, accelerating the achievement of our debt reduction goal by two years. Fourth, the transaction strengthens ADT's financial profile.

We expect higher adjusted EBITDA margins and cash interest savings from debt pay down to offset the impact of divesting the Commercial business. We will be better positioned to prioritize investments that will drive profitable, capital efficient revenue growth for the long term.

And finally, the Commercial divestiture clearly monetizes value from the business transformation. The valuation is a testament to ADT Commercial's strong growth in revenue, healthy sales backlog and improving adjusted EBITDA margins.

To conclude, beyond these five key benefits, we're confident this is the right time and a great price to maximize the value for our shareholders. I'd like to take a moment to thank Dan Bresingham, Mike McWilliams, and the entire ADT Commercial team for their dedication, support and service excellence.

The culture you've built inside the Commercial business and your overall commitment has led the business to where it has grown today. Now turning to our road ahead.

The total addressable US market for residential and small business security, smart home and residential solar is approximately $75 billion today and is expected to grow at a combined 10% CAGR through 2027. To capitalize, we're expanding our sales channels to include retail and convenient e-commerce in addition to our exceptional in-home consultation.

ADT's commitment to customer choice is driving new innovation in pricing, product and installation options to continue to position us as the preferred provider for more people seeking the peace of mind and convenience of ADT's smart home security.

Consumers are already experiencing a transformed ADT and refreshed advertising campaigns that increase awareness and differentiate our capabilities further driving customer demand. There are a number of growth catalysts driving our transformation.

Product development and innovation have accelerated in the past few years, and with the development of our ADT+ platform and SMART Monitoring emerging as unique differentiators. Our partnership with Google distinguishes our hardware products with premium Nest devices powered by industry leading AI.

Google products have enabled us to increase the number of devices in the home, expanding our share of wallet and representing a key variable correlated to higher customer engagement and retention.

These larger, more connected home systems translate to higher device take rates and help to increase our installation revenue per home, which is up 17% over the prior year period.

In the second quarter, we continued to see attachment rates on Nest Doorbells of approximately 50% and video take rates remain impressive in our integrated experience through ADT+ for new DIY customers. We anticipate our Google partnership to accelerate even more when we introduce an integrated pro install solution.

We also anticipate that our State Farm partnership will broaden our reach into new customer markets and lower subscriber acquisition costs. We expect our offering in partnership with State Farm to be available to policyholders in up to 13 states this year.

Though it's early in the opportunity, we continue to be excited about the runway for future capital efficient subscriber growth. I'd like to now turn to the second quarter. I'm pleased to share we continued to deliver solid results with year-over-year growth in adjusted EBITDA, adjusted free cash flows and adjusted EPS.

Total revenue was approximately $1.6 billion with revenue in consumer and small business and commercial increasing by 7% and 17%, respectively. Adjusted net income was $148 million or $0.16 per diluted share and we posted improved adjusted EBITDA, up 9% year-over-year.

We ended the quarter with a record recurring monthly revenue balance of $382 million. Our revenue payback now stands at a record low of 1.9 years, down from 2.2 a year ago with gross attrition remaining at a record low 12.5%.

The combination of greater retention and lower SAC per sub translates to a rate of return on new subs that is more attractive than anytime previously. These factors continue to drive better capital efficiency, producing adjusted free cash flow, including interest rate swaps, up 27% versus second quarter last year.

The consumer market for smart home security remains resilient, evidenced by our high customer retention and continued growth in ending recurring monthly revenue. And the Commercial segment continued to deliver with robust revenue and impressive double digit margin performance.

We continue to see pressure in our solar division, partially driven by consumer price sensitivity related to higher interest rates. While we're not pleased with the financial results, we are encouraged by the progress on the operations side of the house. The backlog issues shared in previous calls are steadily improving.

With the stabilization and improvement in operations, we've now turned our focus to sales growth. We've had good success hiring and training sales reps and we've partnered with two of our key smart home dealers to sell ADT solar as well. We've just added additional financing alternatives to help diversify our offerings.

ADT solar customers who want to switch to renewable solar energy can now access loan financing from our banking providers and are expected soon to have a lease option as well. The attractiveness of the options depends on a variety of factors, including utility costs in the customer's location.

Last week, we announced an agreement in principle to enter into a leasing partnership with SunPower Financial. Portions of the market have shifted from loan to lease and offering this alternative to customers is an important development. We feel very good about both the leadership team and capability of SunPower Financial.

To diversify our loan programs, we also just announced a receivables facility through Mizuho to allow for in-house financing with access to the ABS Capital markets. Finally, just last week, we began to cross-sell solar to smart home customers and we're monitoring this progress closely.

We're investing in the solar business, not with a blind die to realities but with focus on the long term versus the next several quarters. Even with much improved cycle time, the sale to install cycle is still several months, so we expect pressure on revenue and adjusted EBITDA in the second half.

In summary, we're excited about our growth catalysts in smart home security as well as capturing more share in residential rooftop solar. We are positioned to provide innovative premium experiences for our customers in the residential small business and multifamily markets.

As our penetration in the smart home and residential solar markets grows, our flywheel continues to accelerate. We continue to see significant upside opportunity in these markets and we're confident they will serve us well over the long term.

Finally, ADT's resilience and positive results reflect the dedication and determination of our 20,000 plus employees and dealer partners. I want to thank them for all they do to take care of our customers every day. I'll now turn the call over to our CFO, Ken Porpora..

Thank you, Jim, and thanks to everyone for joining our call today. To begin, I want to echo Jim's sentiment on our agreement to divest the Commercial division. We are excited about the strategic and financial benefits this transaction unlocks.

I'll first focus on the second quarter financials, then shift to add color on the Commercial divestment and end on our outlook for the year. We're off to a solid first half of the year with improved earnings, strong free cash flow and a continued decline in our net leverage ratio, illustrating the continued resiliency of our business.

Total company revenue was $1.6 billion for the quarter and recurring monthly revenue or RMR from our subscriber base was up 4% year-over-year to $382 million, a company record and an outcome of our strong customer retention and higher average pricing. Within the growing RMR balance, gross attrition remained at a record low at 12.5%.

Gross RMR additions were about flat year-on-year, excluding our residential account bulk buy we did last year and pricing escalations continue to slightly outpace inflation. Adjusted EBITDA was $651 million, up 9% versus prior year with outstanding margins in both CSB and Commercial, offsetting some of the near term loss in solar.

Adjusted net income for the quarter was $148 million or $0.16 per share, our fifth consecutive quarter of positive adjusted net income. Our net leverage ratio improved sequentially and is now 3.7 times, down from 3.9 times at year end 2022.

We are pleased to receive a corporate credit rating upgrade by S&P in recognition of our durable business model and continued progress towards our debt reduction goals. Shifting to segment highlights for the quarter. Our Consumer and Small Business, or CSB, segment delivered total revenue of $1.2 billion in the second quarter, up 7% versus prior year.

CSB adjusted EBITDA increased by about $63 million or 11% for the quarter, driven by increased revenue coupled with our cost efficiency programs and some in-period legal settlements. CSB posted an adjusted EBITDA margin of 55%, an improvement of 200 basis points versus prior year.

We are continuing to see strong demand for Google Nest products, which have accelerated our SAC efficiency and are driving a record revenue payback of 2.1 years within CSB, an improvement from 2.3 years just a year ago.

Residential insulation revenue per unit for pro install is up 17% year-over-year to approximately $1,450 and new subscribers are signing up for additional services with over $4 higher RPU than existing customer averages.

ADT self setup integrating our internally developed ADT+ app with Google's Nest products launched earlier in the year and is building up a growing base for subscribers choosing to self install.

As we mentioned last quarter, we are driving awareness of our integrated product offerings with our no worries marketing campaign, which is being supported in part by contributions from our Google success funds. We've received $25 million so far in 2023 in success funds and are putting these funds to work.

We also have some early momentum on the State Farm offering. And as Jim said, we are looking forward to further geographic expansion later this year. We expect these partnerships to be catalysts for future growth.

Additionally, we are making great progress on the cost efficiency efforts I shared last quarter, which is contributing to adjusted EBITDA margin improvement in CSB. By the end of this year, we'll have over $75 million in cost reduction that will pay dividends for years to come.

And to complement the cost reduction efforts the benefits of ADT's virtual assistance program remain a huge win for both customers and our cost to serve with roughly 50% of all customer service requests satisfied virtually. Since the program launched in July of 2021, we have completed more than 1.6 million service requests virtually.

Turning to the Commercial segment. We delivered total revenue of $348 million in the quarter, up 17% versus prior year with strength in both sales and installation revenue. This strong revenue performance drove Commercial adjusted EBITDA of $45 million, up 43% versus prior year and margin expansion up 200 basis points to 13%.

Our solar segment continues to address pressures and shifting the trajectory of this business remains a key focus. ADT Solar posted revenue of $78 million in the quarter with an adjusted EBITDA loss of $37 million.

As previously disclosed, we took a noncash goodwill impairment charge of $181 million in the quarter associated with the Solar segment, a result of current macroeconomic conditions and operating results relative to our previous expectations.

Also, as previously disclosed, we identified errors and tax impacts related to noncash goodwill impairments associated with the Solar segment. We restated the related quarterly and annual filings to adjust for this correction.

These statements did not have any impact to our historically reported non-GAAP measures, including adjusted EBITDA, adjusted free cash flow and adjusted EPS. Turning to cash flow and the balance sheet.

Adjusted free cash flow, including swaps, was $221 million, up 27% in the quarter versus prior year with many of the adjusted EBITDA benefits flowing through to free cash flow, plus the improvement in SAC efficiency from the record low 1.9 times revenue payback.

Higher cash interest expense partially offset these year-over-year improvements in adjusted free cash flow.

As a reminder, less than 5% of our debt is subject to variable rates given our timely interest rate swaps and with the primary benefit of these swaps reported in the financing section of our cash flow statement, which is why we focus on free cash flow, including the swap impacts.

In the quarter, we redeemed the approximately $100 million remaining outstanding balance of notes due in 2023, using proceeds from our term loan borrowing and cash on hand. We currently have no meaningful maturities left this year. We also redeemed $150 million of the $750 million 2024 notes with cash on hand during the second quarter.

Our cash generation, along with other actions, reduced our net leverage ratio to 3.7 times and the Commercial divestiture will springboard our plans. I'll now pivot to add some color on the Commercial divestiture. As Jim mentioned, the transaction represents a number of key benefits and unlocks significant shareholder value.

The 11.2 times enterprise value to Commercial adjusted EBITDA multiple is very attractive. It allows us to redeploy those proceeds quickly and efficiently, accelerating our debt reduction goals. Following the anticipated close in the fourth quarter of 2023, we expect to deploy the net sale proceeds against debt reduction.

We expect post divestiture leverage multiples closer to ADT's stated goal of sub-3 times net leverage. With this significant debt reduction, interest savings fully offsetting lost cash flows from the Commercial business and very limited variable interest rate exposure, we're quickly advancing to the leverage sweet spot.

Given the news of the Commercial transaction, I wanted to reiterate ADT's investment proposition in a new medium term target framework, including revenue growth in line with market growth with mix adjusted for our lines of business, adjusted EBITDA and adjusted free cash flow growth exceeding revenue growth, internal rate of return for new CSP subscribers of 20% plus, net leverage ratio less than 3 times, and annual adjusted free cash flow with interest swaps of approximately $1 billion by year-end 2025.

Our capital allocation priorities are unchanged, including funding growth and CapEx to yield attractive returns, sustaining our dividend and continuing to pay down debt to achieve optimal net leverage ratio. And finally, turning to our outlook for the remainder of the year.

While we expect the Commercial segment to be reported as discontinued operations starting in the third quarter of 2023, we are updating our full year 2023 guidance on an as-is basis, including Commercial and expect to update the guidance reflecting discontinued ops on our next earnings call.

I will, however, share the estimated full year impact on the key measures for the Commercial divestiture to help reconcile.

While current market conditions are driving a reduction to revenue in our solar business, the strength in our CSB and Commercial segments allows us to maintain adjusted EBITDA, adjusted free cash flow, adjusted free cash flow, including swaps and EPS guidance.

We now expect total 2023 revenue of $6.3 billion to $6.5 billion from our previous guide of $6.6 billion to $6.85 billion with the full year reduction stemming solely from the solar business.

Included in our full year 2023 range is approximately $1.35 billion in revenue and approximately $150 million in adjusted EBITDA after estimated allocation of corporate costs for the Commercial business unit. I'll now turn it back over to Jim for some closing comments..

Thanks, Ken. In closing, ADT is poised for future growth and I'm extremely excited for the opportunities that lie ahead. Our investment thesis is compelling when coupled with the medium term target framework that Ken just shared. ADT is serving a large and expanding addressable market with total expected market growth of approximately 10% through 2027.

ADT is a growing business with industry leading scale positioned to benefit from secular tailwinds, the ADT brand is a powerful one. And with 98% brand awareness, we are synonymous with safety and peace of mind. We're the most trusted brand, the most considered brand and 2 times the most preferred brand relative to the closest competitor.

ADT has a large and unique opportunity with two world class strategic partnerships and solar in early stages. ADT has compelling unit economics that support increased investment for growth.

ADT has a resilient cash flow profile with a stable and predictable recurring revenue base, with over 6 million customers and a growing RMR base with improving operating margins. And with the Commercial divestiture, ADT will have an attractive debt profile with a disciplined capital allocation framework.

I'll now turn the call over to our operator for Q&A..

[Operator Instructions] We'll take our first question from George Tong with Goldman Sachs..

It sounds like the full year guide was updated primarily to reflect softness on the Solar side of the business.

Can you describe initiatives internally that you're adopting to help improve execution within Solar and when you would expect to see improved performance?.

So with regard to Solar, we're clearly not pleased with the financial results. As you're aware, we intentionally slowed down growth to address some deep rooted customer and operational issues. Those have improved. However, turning growth back on is proving to be slower than we anticipated with the principal headwind being higher interest rates.

I would say I'm encouraged by the progress on the operations side of the house, the backlog issues are being addressed. Cycle times improved and we're now focused -- turning our focus to sales. And so to more directly answer your question, the priority now is turning the sales engine back on.

We've partnered with two of our key smart home dealers to sell Solar. We've had very good success hiring sales reps. We're getting them up to speed and productive quickly. Last week, we signed a partnership PPA deal -- a lease deal with SunPower.

The market has shifted from loan to lease pretty quickly and getting this alternative in the market is important for us and should be done in September. And then just this last week, we started cross-selling ADT smart home customers and we're obviously monitoring that progress closely..

On the residential side, it looks like trends there are relatively strong.

Can you discuss where perhaps you saw upside in the quarter that -- relative to your initial expectations, and how the State Farm ramp is currently reflected in the full year guide in terms of the number of states you expect to launch products in?.

I'll offer a couple of comments on State Farm and then Ken will share some perspective on growth in the quarter. State Farm, the partnership -- the companies are aligned on the transformation vision. We've had a great deal of regulatory and compliance work that's been accomplished.

We're being very methodical with the start and launch of the program, incredibly customer focused. And we're rolling out to seven states in Q3, I think, 13 states by the end of the year. There's been a lot of work in product development. We feel very good on that front and turning on marketing just in July. So we remain long term bullish.

The start of the launch, as I said, super customer focused and methodical doing a lot of work on the regulatory side. But as I started with customer -- the State Farm organization, have been terrific partners and the company is aligned with them on the vision..

And George, to add on just on the overall momentum we had in the CSB business, specifically residential, like the RMR growth we mentioned, up 4%. You saw the margins are up 200 bps year-over-year and the EBITDA margins, attrition, the record low, SAC efficiency at 1.9 times overall, another record [loss].

You really start to see the momentum build there’s in the existing business. And then Jim just talked about the State Farm catalyst and the additional catalyst that we see as we launch more product innovation, whether it's Google related or our own ADT platforms as well.

So we're really setting the foundation but putting up some pretty impressive results in the near term as well..

Next, we'll go to Manav Patnaik with Barclays..

This is Ronan Kennedy on for Manav. So you you articulated the five benefits of the divestiture of Commercial, including the financial with the proceeds, the EV to pay down debt. But can you just help us better understand the -- because it was regarded to be a strong business in terms of it being lower capital efficiency and therefore better returns.

So just more of the overall considerations from a financial standpoint, also how it played into the flywheel, what the impacts will be without and the flywheel and also the impact to some of the KPIs, such as the payback as I think it was also lower than CSB? So just more of your assessment on full consideration of the financials..

I'll offer some perspective and then like the last question hand it over to Ken to share some more details. I'd start with the operating benefit. We think that there is an advantage to the transaction in that it enables us to focus. We've got a lot going on.

And to have our time and talent focused on the residential and small business opportunities available to us, we think is helpful. We continue to be incredibly excited about the core business, the returns, cash generation, some product enhancements that are upcoming and of course, our partnerships.

Turning directly to your question about the Commercial segment. It represents about 5% of our total EBITDA. After the business, to your point, was growing nicely in '21 and '22, both the bottom and top line. But as you know, we believe our stock valuation at approximately 6 times EBITDA doesn't reflect the intrinsic value of the company.

And we had an opportunity with a purchase price of $1.6 billion using the stand-alone costs, the EBITDA multiple was 11.2%. So there's an arbitrage value unlock for ADT versus where the stock is trading today. And then lastly, I'd say it facilitates getting to our leverage ratio objective much more quickly.

Essentially, we received, Ronan, a very good price for the asset and able to reduce our debt and we think that's important, especially in this market..

And Ronan, it's Ken to add on to a bit to what Jim just said. Based on the multiple [upgrade] [Indiscernible] 11 and the fact that we view it as cash flow or free cash flow neutral, the fact that the leverage ratio is going down so significantly is the biggest unlock that we see in the near term.

As far as the mix of business and Commercial, obviously, the EBITDA margins were lower in that business while improving, they were still lower than the overall portfolio. The attrition was a bit lower. So once we pull that out, it will spike up a tiny bit. And then also the revenue payback is a little bit lower.

But what you'll see in our prepared slides in the accompanying deck, we did break out the CSP and kind of remaining business to give you some color on how that would look. But overall fantastic transaction for us. We think the leverage ratio moved and how it accelerates our debt payback is pretty substantial..

And then can I confirm, in addition to what you just discussed, obviously, the strategic and operational benefits, the operational focus, et cetera. Anything else -- because the business trends were strong. Anything else you were seeing that makes to answer the kind of why now question.

And then off the back of that, for Solar, have the long term expectations for the business changed since the time of acquisition?.

On Commercial, Ronan, in terms of process, I'd say with some consistency the last couple of years, we've received inbound inquiries about the Commercial business. After a couple of inbound inquiries earlier this year, we opened up the process a little more broadly and considered several buyers. We were able to reach the agreement with GTCR.

As you may have read, they've been invested in Commercial businesses in the past, they've got a great team, they gave us a very good price, and we decided now is the right time, especially using all of our net proceeds to pay down debt.

And then to underscore I think an important comment that Ken just had from a free cash flow perspective, the interest rate expense savings from delevering essentially offset the cash flow anticipated from the Commercial business..

[Operator Instructions] Next, we'll go to Toni Kaplan with Morgan Stanley..

I wanted to start off on sort of portfolio actions.

So after now selling Commercial, are you considering additional portfolio actions from here?.

There's nothing today that we're considering actively, Toni. The Commercial business was at a bit of an inflection point, potentially meeting incremental capital that we think was better deployed in our larger core business. And as I said earlier, the opportunity to delever and largely replace the cash flow sort of instigated the commercial rationale.

But outside of that, there's nothing contemplated today..

And Toni, it's Ken, if I could just throw in there, the reason we shared some of that market growth and our penetration rates, we do -- it's really a double down play for us. We think the pure play and the CSP business has tremendous opportunity.

the assets that we now have in place, we want to ride that future growth and we think we have the arsenal and the catalyst to do so. So being able to divest, delever and focus our efforts on growing that business, we see a substantial opportunity given where the market is growing and how we are participating in that market..

And then on Solar, I know you just signed a new financing partnership. Maybe you could talk about some of what you're expecting in terms of quantifying benefits from that. And any comments on maybe the macro, anything getting sort of better or worse? I know you mentioned high interest rates has been a barrier to some of the new sales.

But how should we think about the market with regard to solar, just how that's changed over the last maybe a few weeks or months?.

[Technical Difficulty] comments on macro and then ask Ken to talk -- elaborate on your question. Generally, I've talked to a number of people. The growth rate estimates for this year are all over the place. You have some people estimating 15% growth, some a modest decline.

Our sense is that there's probably a modest decline, much of that driven by the interest rate environment, because when customers are doing bill compares with higher interest rates and many of these sales being a loan product, it just drives the cost of solar up, which is one of the reasons why it's so important for us to get this PPA product in market, something in the neighborhood of -- at the beginning of the year, something in the neighborhood of 20% of sales were leased and exiting the year, it's probably closer to 50%.

So we feel good about the partnership, as I said earlier, with SunPower and getting that lease product in market. Long term, we're bullish about renewable energy and bullish about the residential solar market..

And Toni, the theme here for us on the options was diversification, we talked about that a couple of quarters ago. So now customers have the option to finance either through a loan, they could pay upfront, they now have a lease option.

And within that loan option, we have banking partners and we also have in-house financing, which will tap into securitization and eventually the ABS market as well. So again, the theme of diversification, we've now executed on that and we’ll provide customers more options.

The options become different from an attractiveness standpoint, depending on where you are geographically based on the utilities. So those different options, whether it's a loan or lease really depends on where you are in the US and what the going rates are..

We have no further questions at this time. I'll now turn the call back over to Jim DeVries for any additional or closing remarks..

Thank you, David. As you heard this morning, we are growing effectively, driving a lot of innovation, building brand loyalty. We feel good about the momentum in the business and feel good about the key benefits from our divestiture of Commercial. We have an exciting road ahead.

I'd like to extend my appreciation as I do each quarter to our ADT employees and dealers. Thanks for your outstanding results in a good quarter. Thanks, everybody, for joining the call today, and have a great day..

This concludes today's conference call. You may now disconnect. Have a great day..