Good morning. thank you for attending today's ADT Third Quarter 2023 Earnings Call. My name is Jennifer, and I'll be your moderator today. [Operator Instructions]. I would now like to pass the conference to our host Elizabeth Landers with Investor Relations. You may proceed.

Thanks, operator. And good morning, everyone. We appreciate you joining today's call to discuss ADT's Third Quarter 2023 results. Speaking on today's call will be ADT's Chairman, 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 Thorsen, EVP and Chief Business Officer. Earlier this morning, we issued a press release and slide presentation of our financial results. These materials are available on our website at investor.adt.com. Before we begin, I'd like to remind everyone that as of the third quarter of 2023, the commercial business is being reported as discontinued operations. Financials and metrics for current and historical periods discussed on this call will be for continuing operations, except for cash flows, which include amounts related to the commercial business through the date of sale. Today's remarks also include forward-looking statements that represent our beliefs or expectations about future events. These forward-looking statements are subject to risks and uncertainties that cause actual results to differ materially. Some of the factors that may cause differences are described in our SEC filings. We will 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 in our earnings presentation on ADT's Investor Relations website. 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 our third quarter call with an update on ADT's business portfolio, share how we continue to sharpen our focus for the path ahead, and I'll wrap with our third quarter performance. I'll then turn our call over to Ken Porpora, our CFO, for details on our third quarter financial results, more on our commercial divestiture and ADT's 2023 outlook. 2023 is proving to be a pivotal year for ADT as we fine-tune our portfolio and streamline our business. Our focus remains on growth catalysts, reducing our overhead costs, and strengthening our balance sheet. Going forward, our team will focus on the future of our core, cash flow and consumer businesses with emphasis on the optimal allocation of capital between growth, debt reduction and returns to shareholders. Related to growth, we'll remain primarily focused on organic, but we'll continue to keep an eye on inorganic opportunities within our core smart home business, which have the potential to increase market share and efficiencies. I'd like to briefly share four updates which underscore our continued commitment to unlocking shareholder value. First, as planned, we formally closed on ADT's commercial divestitures since we last spoke, immediately unlocking a significant amount of value, while positioning us to focus on the continued strength and opportunity in our core consumer business. As previously announced, the transaction successfully closed on October 2 for a purchase price of just over $1.6 billion or 11.2x EBITDA. Second, we've taken decisive action to streamline the solar business. We're restructuring our solar footprint by aggressively rationalizing the infrastructure and overhead to improve profitability. I'll share more on this in a moment. Third, we continue to focus on operating efficiencies through cost reduction in our business. Last quarter,…

Thank you, Jim, and thanks to everyone for joining our call today. I'll first focus on our third quarter financial performance then provide an update on the recent and exciting balance sheet improvements, and finally provide an updated guidance range for full year 2023. As Jim mentioned, we closed on the commercial business divestiture on October 2 and consequently have recast our historical financials to reflect this business unit as discontinued operations in our third quarter as well as historically. As we discuss the business, we will primarily be referring to the continuing operations of the company unless otherwise noted. Total company revenue was $1.2 billion for the quarter. And recurring monthly revenue or RMR from our subscriber base was up 3% year-over-year to $350 million, a record for CSB and an outcome of our strong customer retention and higher average pricing. Within the growing RMR balance, gross attrition remained at 12.9%. Adjusted EBITDA was $583 million, flat versus prior year with very solid margin in CSB of approximately 53%, offsetting some of the operating losses from our solar business. Adjusted net income for the quarter was $69 million or $0.08 per share. We hit the inflection point on adjusted net income 5 quarters ago and look forward to remaining in the black. Adjusted free cash flow, including interest swaps, was $171 million, up 20% in the quarter versus prior year. Year-to-date, this same measure is up 56% to $408 million on growth in adjusted EBITDA, improved SAC efficiency and lower growth investment in gross adds. The use of proceeds from the sale of our commercial business has accelerated our debt reduction with our net leverage ratio now at 3.3x. We were pleased to receive a corporate credit rating upgrade by Moody's after a similar positive upgrade by S&P earlier…

Thanks, Ken. I'd like to close our opening remarks by reiterating ADT's investment proposition through our medium-term target framework, including revenue growth in line with market growth, with mix adjusted for our lines of businesses, adjusted EBITDA and adjusted free cash flow growth exceeding revenue growth, internal rate of return for new CSB subscribers of 20% plus, net leverage ratio less than 3x and annual adjusted free cash flow with interest swaps of approximately $1 billion by the end of 2025. Operator, please open up the call for questions. Thank you.

[Operator Instructions]. Our first question comes from the line of Peter Christiansen with Citi.

Jim, I wanted to dig a little bit more into the solar business a bit here. I mean considering there's likely been a lot of rationalization industry-wide in an industry that we know is quite fragmented. Just curious of what your thoughts are on what could be ADT's relative competitive position even with this downsizing, if things were to normalize. I would imagine you and some of the larger players would be in a position of strength, if we were to see solar demand come back. Just curious on your thoughts there.

Pete, and thanks for the question. Absolutely. I think that there's going to be some industry consolidation. The ability to withstand a tough market, we think is improved by going slow now to go fast later. As we said on the call, we have a pretty major restructuring going from 38 or 39 branches down to 16. But not unimportantly, those 16 branches represent 70% of our revenue. And we've been hurt like others because of interest rates and the loan product. And now that we have the TPO or the lease product, we're watching the results closely, Pete. That's the partnership that we have with SunPower. So our plan is to execute the restructuring, focus very closely on TPO sales and our ability to get the sales turned on again. And we'll review this as a team in Q1 and figure out the path from there.

That makes a lot of sense. I just want to follow up with, I guess, the initial rationalization for the SunPower acquisition was cross-sell, certainly. And on paper, it certainly seems like the cross-sell opportunity was interesting and certainly a great opportunity. Just curious, I mean, granted we've been in a very tough market for this business, just curious, have you seen any evidence to the contrary that goes against that cross-sell thesis?

Yes. It's a little bit difficult to tell because the product that we had this year and the back half of last year was a loan product. And we bought a company -- we acquired a company that was either loan or cash. Interest rates are, give or take, double what they were at the time of acquisition. So it's been a little bit tough to test the thesis, Pete, because the product wasn't built for this kind of interest rate environment. A loan product just doesn't pencil out. And when you're looking at payback periods of 8 or 9 or 10 years or longer, whether cross-sell works or not is just super difficult to determine. So we're going to get some better swings at the bat with the TPO product and get some insight into the deal thesis around cross-sell. I'll quickly mention a second aspect of the deal thesis was our ability to leverage the ADT brand. Essentially, if customers trust us for smart home, will they also trust us for smart energy? And I'd say on that front, we're feeling pretty good, especially as consolidation occurs and the brand is of more value on a national basis.

That's super helpful. Just one last housekeeping item, and congrats again on the sale of the commercial business at certainly an attractive multiple. Ken, I was just curious, should we expect any type of impact to working capital with the removal of the commercial business up or down? Just curious there.

Nothing significant, Pete. As we mentioned, the interest savings that we're receiving, we had $110 million of savings anticipated in 2024. So overall, the other cash flows that we released with the divestiture get equal to or more than offset with the interest savings. So within that on the working capital front, pretty immaterial, Pete. So we look forward to essentially the same cash flow that we had prior to the deal, given the significant interest savings that we're -- we'll start -- we'll actually have started on October 2.

Our next question comes from the line of George Tong with Goldman Sachs.

You outlined initiatives to improve operating performance in solar. Can you talk a little bit more about when you expect these various actions to have an impact on solar revenue growth? And also how ADT solar performance compares with the broader industry? In other words, how much of the growth performance is specific to the company and addressable by your various actions?

Yes. On the -- thanks for the question, George. It's Jim. On the loan side of the equation, the market is very much experiencing the same thing we are. A comparison point for you, the sit to close rate, this is when a sales rep has an opportunity at the kitchen table to interact with a customer when interest rates were, give or take, half of what they are today, that sit to close conversion was something in the neighborhood of 20%. Now it's single digit. And in some markets, low single digit, where utility prices are low. So we're -- we have some early positive signs with our lease product. It doesn't work in every single market, but the markets in which it's launched, we see some green shoots. And as I mentioned to Pete a moment ago, what we're going to measure very, very closely is our success in selling the lease product, cross-selling the lease product and the execution of restructuring. We're going to keep a close eye on the business. As you know, it's been well below our expectations. And we'll measure -- reconvene and measure progress in January and make some decisions on the go-forward path then.

George, it's Ken. I just want to add one thing. We had something in the prepared remarks, George, that I wanted to hit on as well. As far as the timing, we talked about on the Solar business being cash flow positive in the second half of this year, that anticipates the wind-down that we discussed in the branches that we are winding down pretty quickly here. So we will, of course, satisfy the existing backlog in those markets to make sure the customer experience is strong, but the wind-down is soon. So we started to turn the quarter in kind of first half of next year and then looking forward to cash flow positivity, essentially reducing the burn rate that we discussed on our prepared remarks earlier.

Got it. That's helpful color. And then you completed the commercial divestiture about a month ago. Can you provide an update on how operationally the sale is affecting the remaining businesses? How intertwined was commercial with residential? Any stranded costs or additional functions that have to be stood up?

Yes. Great question, George. The business -- the commercial business ran semi-autonomously. And so there were no shared sales folks, no shared things. The business is largely operated independently. There are some shared services, and we're watching stranded costs in the shared services closely. Right now, there is a transition service agreement in place, where we are providing support to the buyer. That lasts for -- in the main about 12 months. Some services are just a couple of months. Some last as long as 24 months. And once that TSA is completed and we've met our obligations to provide support, we'll be taking a hard look at stranded cost and eliminating the majority of it.

And George, on specifically on the TSA that Jim mentioned -- sorry to cut you off there, buddy. The overlap, again, between commercial and the consumer business was very slight, given it was kind of its autonomous segment. So if you think about the stuff that we're providing service for over the time frame that Jim mentioned and the fees that we'll charge the commercial business, which has now left the mother ship, they'll offset over the next couple of years. And over time, we'll pull additional cost out. So as we kind of back up and look at what's the impact of that service cost and the service revenue, we see that as immaterial going forward as we kind of rightsize the business, as we release more of the function and service to the commercial business.

Our next question comes from the line of Toni Kaplan with Morgan Stanley.

First, I just wanted to ask a clarification on the solar restructuring. You mentioned keeping the 16 branches, and that was about 70% of revenue. Sorry if I missed it, but did you also give how much of the EBITDA loss in 3Q was associated with the remaining branches? Just wanted to get that for our modeling purposes.

Toni, it's Ken. What we did give is we've essentially pulled out $80 million of annualized cost reduction from those branches and from corporate. So if you think about kind of the existing run rate results you've seen, we have kind of line of sight to $80 million of annualized run rate and pulling that out pretty quickly. So that's why we kind of connected the dots with, hey, first half, we turned the corner -- sorry, turn the corner. And then second half starts to turn free cash flow positive for solar. But $80 million is the strict cost reduction that we see related to the wind down of those branches.

Great. And then you're talking about 7% growth at the midpoint for CSB this year. Could you just talk about how you're thinking about '24 sustainability of that sort of level? Or if the macro is sort of impacting that? Or maybe extra focus on it because maybe you won't have to deal with solar as much the issues there. So just wanting to talk about sustainability of that 7% top line growth for the CSB part?

Sure, Toni. It's Ken. I'll give this one a shot as well. So we tried to give the color on the guidance for CSB given the actions in solar. So that's why we gave the midpoint of the 7%. We haven't given a guide for 2024. We absolutely will on our next call. But we did give in our prepared remarks and the earnings deck on Page 6 was overall medium-term guidance, kind of 2 to 3 years. So we see revenue in line with market growth. We see the market growth for the CSB business or the consumer business around mid- to 6% growth. So that kind of gives you a feel of how we're thinking about revenue growth. It was pretty consistent with our 2023 guide. And we see that for continuing the operation activities that we've talked about, but also activating the catalyst that Jim talked about in his prepared remarks related to growth in the CSB business, specifically, whether it's activating our ADT+ platform and attaching innovation to that, whether it's activating more State Farm and expanding into more and more states there. And we have another other -- a number of other initiatives as well to activate the growth catalyst. So if we're at kind of 7% today, that gives you a feel of how we're thinking about ourselves specifically versus the market.

[Operator Instructions]. Our next question comes from the line of Ashish Sabadra with RBC Capital Markets.

If you don't mind, I just wanted to drill down further on the solar itself. And is there a way to think about how much is the impact to free cash flow from the solar headwinds this year? So in a way to think about what the free cash flow would have been excluding the negative impact of solar.

I can give you a feel, Ashish. So far, we've -- in EBITDA, we're just under $90 million negative for the first 9 months of this year for the solar business. So we don't disclose the exact solar free cash flow given our entanglement there, but assume that EBITDA is in the ballpark of free cash flow. So that's why I tried to connect the dots on the $80 million cost out that relates to the solar restructuring, put it in the context of we're down $89 million of EBITDA, 9 months in, taking that $80 million. But a key point that Jim mentioned in his script was we've left the higher-performing markets. So not only do we take out the cost, but the dynamics of the market that remain the 16 branches in the 8 or 9 states, those are the higher-performing branches. So I think that gives you a bit of color, Ashish, to connect the dots on your model.

One thing to add, Ashish, is just for context, the loss -- cash losses in solar this year have obviously been very significant. The CSB business is performing very well from a cash perspective. And now that we'll have very significantly less interest expense, that is another tailwind for us next year. And part of our bridge for 2024, which makes the $1 billion in 2025 much more realistic, is putting a turn a kit, simply putting a turn a kit on the cash losses in solar. Had our cash losses this year in solar not been so significant, it just would have been an absolutely exceptional cash year for us and a much closer bridge to getting to that $1 billion in 2025.

Yes. No, that's very helpful color. Actually, that's what I was trying to get to is so that we better understand the normalized free cash flow in the business when we exclude these issues and as you turn around the business next year or think about strategic optionality. Maybe just as a follow-up, wanted to focus on the State Farm partnership and the success that you're having there. Things are trending ahead of your expectations and the success that you're having also in selling additional hardware and services. I was just wondering, how should we think about -- given the success that you've had so far, how are you thinking about that going forward from -- particularly from the time line perspective and ruling it out across the country?

Thank you, Ashish. So State Farm, all the intangibles are positive. Everything from shared vision, an integrated insurance product, very customer-focused cultures. I mentioned this on our last call, the chemistry between project teams is outstanding. We feel great about the partnership. There's a great deal of regulatory work to do. A great deal has been accomplished. We're now in 13 states. I think the preliminary plan for next year is in the range of 15 to 20 more states in 2024. I think that will put us in market overlap with 75% of the State Farm policies in force. We're up to about 3,600 systems sold now. And as I think Ken included in the prepared remarks, not unimportantly, about 2/3 of the time that we install one of these systems, we're able to upsell to a broader security and smart home offering. So the economics are living into what we had hoped they would at the time the partnership was created. So net-net, feel good about it, anxious to get a little more traction on subscriber adds, but they're a terrific partner.

That's great color, and congrats on solid results.

Thank you. There are no questions waiting at this time, so I will pass the call back to the management team for any closing remarks.

Thank you, Jennifer. And thanks, everyone, for taking time to join us today. As you heard this morning, our CSB business is doing well. We've activated plans to address our Solar segment, and we'll be exiting the year with a much improved balance sheet. So we're eager for -- to close out the year strong and for 2024 to begin. We appreciate everybody's time today, and have a great day.