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Goodwill and Other Intangible Assets | 12 Months Ended
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Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract] |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill During the fourth quarter of 2020, the Company changed its reporting units, which included the reassignment of assets, liabilities, and financial operating results related to the Company’s commercial customers, as well as an applicable portion of goodwill based on a relative fair value approach, from the U.S. reporting unit (now referred to as CSB) to the Red Hawk reporting unit (now referred to as Commercial). As discussed in Note 1 “Description of Business and Summary of Significant Accounting Policies,” beginning in the first quarter of 2021, the Company’s operating and reportable segments were CSB, which is comprised of the CSB reporting unit, and Commercial, which is comprised of the Commercial reporting unit. The change in reportable segments did not further impact the Company’s reporting units. Upon consummation of the Sunpro Solar Acquisition in the fourth quarter of 2021, the Company began reporting results for a third operating and reportable segment related to the ADT Solar business, which is comprised of the Solar reporting unit. Changes in the carrying amount of goodwill during the periods presented were as follows:
(in thousands) |  | As Previously Reported |  | CSB |  | Commercial |  | Solar |  | Total
Balance as of December 31, 2019 |  | $ | 4,959,658 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 4,959,658 |
Acquisitions |  | 276,340 |  |  | — |  |  | — |  |  | — |  |  | 276,340 |
Other |  | 304 |  |  | — |  |  | — |  |  | — |  |  | 304 |
Balance as of December 31, 2020 |  | $ | 5,236,302 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 5,236,302 |
Reallocation(1) |  | (5,236,302) |  |  | 4,915,857 |  |  | 320,445 |  |  | — |  |  | — |
Acquisitions |  | — |  |  | — |  |  | 10,420 |  |  | 694,726 |  |  | 705,146 |
Other |  | — |  |  | (25) |  |  | 1,980 |  |  | — |  |  | 1,955 |
Balance as of December 31, 2021 |  | $ | — |  |  | $ | 4,915,832 |  |  | $ | 332,845 |  |  | $ | 694,726 |  |  | $ | 5,943,403 |
________________ (1)Relates to the change in the Company’s reportable segments in the first quarter of 2021. The Company had no accumulated goodwill impairment losses as of December 31, 2021 and 2020. There were no material measurement period adjustments to purchase price allocations during 2021, 2020, and 2019. Other Intangible Assets Other intangible assets reflected in the Consolidated Balance Sheets consisted of the following:
| December 31, 2021 |  | December 31, 2020
(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 | $ | 8,719,363 |  |  | $ | (5,753,345) |  |  | $ | 2,966,018 |  |  | $ | 8,306,746 |  |  | $ | (4,932,590) |  |  | $ | 3,374,156 |
Dealer relationships | 1,518,020 |  |  | (459,248) |  |  | 1,058,772 |  |  | 1,518,020 |  |  | (379,475) |  |  | 1,138,545 |
Other | 263,133 |  |  | (207,572) |  |  | 55,561 |  |  | 247,536 |  |  | (186,547) |  |  | 60,989 |
Total definite-lived intangible assets | 10,500,516 |  |  | (6,420,165) |  |  | 4,080,351 |  |  | 10,072,302 |  |  | (5,498,612) |  |  | 4,573,690 |
Indefinite-lived intangible assets: |  |  |  |  |  |  |  |  |  |  |
Trade name | 1,333,000 |  |  | — |  |  | 1,333,000 |  |  | 1,333,000 |  |  | — |  |  | 1,333,000 |
Total Intangible assets | $ | 11,833,516 |  |  | $ | (6,420,165) |  |  | $ | 5,413,351 |  |  | $ | 11,405,302 |  |  | $ | (5,498,612) |  |  | $ | 5,906,690 |
Definite-Lived Intangible Assets Definite-lived intangible assets relate to customer relationships, dealer relationships, and other definite-lived intangible assets that originated from business acquisitions as well as contracts with customers purchased under the ADT Authorized Dealer Program or from other third parties. Customer relationships acquired as part of business acquisitions, which primarily originated from the Formation Transactions and the ADT Acquisition, are amortized over a period of up to 20 years based on management estimates about the amounts and timing of estimated future revenue from customer accounts and average customer account life that existed at the time of the related business acquisition. Dealer relationships originated from the Formation Transactions and the ADT Acquisition and are primarily amortized over 19 years based on management estimates about the longevity of the underlying dealer network and the attrition of those respective dealers that existed at the time of the related business acquisition. Other definite-lived intangible assets are amortized over a period of up to 10 years on a straight-line basis. The Company maintains a network of agreements with third-party independent alarm dealers who sell alarm equipment and ADT Authorized Dealer-branded monitoring and interactive services to end users (the “ADT Authorized Dealer Program”). The dealers in this program generate new end-user contracts with customers which the Company has the right, but not the obligation, to purchase from the dealer. Purchases of contracts with customers under the ADT Authorized Dealer Program, or from other third parties, are considered asset acquisitions and are recorded at their contractually determined purchase price. The Company may charge back the purchase price of any end-user contract if the contract is canceled during the charge-back period, which is generally thirteen months from the date of purchase. The Company records the amount of the charge back as a reduction to the purchase price. The Company paid $675 million, $381 million, and $670 million for contracts with customers under the ADT Authorized Dealer Program and from other third parties during 2021, 2020, and 2019, respectively. In connection with the Defenders Acquisition, the Company received an advance payment of $39 million in January 2020 for the estimated future dealer charge-backs related to accounts purchased from Defenders prior to the Defenders Acquisition. This amount is included in dealer gener ated customer accounts and bulk account purchases in the Consolidated Statement of Cash Flows, and it was materially realized in 2020 as a reduction to contracts and related customer relationships over the course of a 13-month charge-back period. In addition, contracts and related customer relationships includes customer accounts purchased from third parties in 2021 for an aggregate contractual purchase price of $163 million subject to reduction based on customer retention. The Company paid cash at closings of $132 million. Purchases of contracts with customers under the ADT Authorized Dealer Program, or from other third parties, are accounted for on a pooled basis based on the month and year of acquisition. The Company amortizes its pooled contracts with customers using an accelerated method over the estimated life of the customer relationship, which is 15 years. The accelerated method for amortizing these contracts utilizes an average declining balance rate of approximately 300% and converts to straight-line methodology when the resulting amortization charge is greater than that from the accelerated method, resulting in an average amortization of approximately 65% of the pool within the first five years, 25% within the second five years, and 10% within the final five years. Changes in the net carrying amount of contracts and related customer relationships were as follows:
| Years Ended December 31,
(in thousands) | 2021 |  | 2020
Beginning balance | $ | 3,374,156 |  |  | $ | 4,091,545 |
Acquisition of customer relationships | 5,333 |  |  | 29,986 |
Customer contract additions, net of dealer charge-backs | 696,316 |  |  | 386,696 |
Amortization | (1,109,787) |  |  | (1,134,271) |
Other adjustments | — |  |  | 200 |
Ending balance | $ | 2,966,018 |  |  | $ | 3,374,156 |
The weighted-average amortization period for contracts and related customer relationships purchased under the ADT Authorized Dealer Program and from other third parties was 14 years and 15 years in 2021 and 2020, respectively. Amortization expense reflected in the Consolidated Statements of Operations was as follows:
| Years Ended December 31,
(in thousands) | 2021 |  | 2020 |  | 2019
Definite-lived intangible asset amortization expense | $ | 1,209,966 |  |  | $ | 1,222,398 |  |  | $ | 1,238,064 |
As of December 31, 2021, the estimated aggregate amortization expense over the next five years is expected to be as follows:
(in thousands) | 2022 |  | 2023 |  | 2024 |  | 2025 |  | 2026
Estimated definite-lived intangible asset amortization expense | $ | 903,235 |  |  | $ | 489,587 |  |  | $ | 393,938 |  |  | $ | 347,482 |  |  | $ | 309,846 |
Indefinite-Lived Intangible Assets The Company’s indefinite-lived intangible assets as of December 31, 2021 and 2020 are solely comprised of $1.3 billion related to the ADT trade name acquired as part of the ADT Acquisition. 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. The Company may perform its impairment test for any reporting unit or indefinite-lived intangible asset through a qualitative assessment or elect to proceed directly to a quantitative impairment test, however, the Company may resume a qualitative assessment in any subsequent period. Goodwill Under a qualitative approach, the Company assesses whether it is more-likely-than-not that a reporting unit’s fair value is less than its carrying amount. If the Company elects to bypass the qualitative assessment for any reporting unit, or if a qualitative assessment indicates it is more-likely-than-not that the estimated fair value of a reporting unit is less than its carrying amount, the Company proceeds to a quantitative approach. Under a quantitative approach, the Company estimates the fair value of a reporting unit and compares it to its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The Company estimates the fair values of its reporting units using the income approach, which discounts projected cash flows using market participant assumptions. The income approach includes significant assumptions including, but not limited to, forecasted revenue, operating profit margins, operating expenses, cash flows, perpetual growth rates, and discount rates. The estimated fair value of a reporting unit calculated using the income approach is sensitive to changes in the underlying assumptions. In developing these assumptions, the Company relies on various factors including operating results, business plans, economic projections, anticipated future cash flows, and other market data. Examples of events or circumstances that could reasonably be expected to negatively affect the underlying judgments and factors and ultimately impact the estimated fair value determinations may include such items as a prolonged downturn in the business environment, changes in economic conditions that significantly differ from management assumptions in timing or degree, volatility in equity and debt markets resulting in higher discount rates, and unexpected regulatory changes. As a result, there are inherent uncertainties related to these judgments and factors in applying them to the goodwill impairment tests. On October 1, 2021, the Company completed its annual goodwill impairment tests by qualitatively testing the goodwill associated with the CSB reporting unit and quantitatively testing the goodwill associated with the Commercial reporting unit. Based on the results of the qualitative testing for the CSB reporting unit, the Company concluded it is more likely than not that the fair value of the CSB reporting unit exceeds its carrying value. Based on the results of the quantitative testing for the Commercial reporting unit, the Company concluded the fair value of the Commercial reporting unit exceeds its carrying value by approximately 20%. The Commercial reporting unit continues to deal with the impact of the COVID-19 pandemic, and should certain pandemic-related issues continue, the reporting unit fair value could be adversely impacted and may decline below its carrying value. The Company did not record any impairment losses associated with its reporting units. Additionally, the Company did not test the goodwill associated with the Solar reporting unit due to the recency of the Sunpro Solar Acquisition. During 2020, the Company did not record any goodwill impairment losses associated with its reporting units. During 2019, the Company recorded a goodwill impairment loss of $45 million related to the Canada reporting unit in connection with the sale of ADT Canada. Indefinite-Lived Intangible Assets Under a qualitative approach, the impairment test for an indefinite-lived intangible asset consists of an assessment of whether it is more-likely-than-not that an asset’s fair value is less than its carrying amount. If the Company elects to bypass the qualitative assessment for any indefinite-lived intangible asset, or if a qualitative assessment indicates it is more-likely-than-not that the estimated carrying amount of such asset exceeds its fair value, the Company proceeds to a quantitative approach. Under a quantitative approach, the Company estimates the fair value of an asset and compares it to its carrying amount. If the carrying amount exceeds fair value, an impairment loss is recognized in an amount equal to that excess. The fair value of an indefinite-lived intangible asset is determined based on the nature of the underlying asset. The Company’s only indefinite-lived intangible asset is the ADT trade name. The fair value of the ADT trade name is determined under a relief from royalty method, which is an income approach that estimates the cost savings that accrue to the Company that it would otherwise have to pay in the form of royalties or license fees on revenue earned through the use of the asset. The utilization of the relief from royalty method requires the Company to make significant assumptions including revenue growth rates, the implied royalty rate, and the discount rate. As of October 1, 2021 and 2020, the Company quantitatively tested the ADT trade name for impairment. Based on the results of the tests, the Company did not record any impairment losses associated with the ADT trade name, and the estimated fair value of the trade name significantly exceeded its carrying amount. Intangible Asset Impairments During the first quarter of 2021, the Company recognized $18 million in impairment losses on its other definite-lived intangible assets primarily due to lower than expected benefits from the Cell Bounce developed technology intangible asset, which is included in the CSB segment, as a result of the worldwide shortages for certain electronic components. The fair value was determined using an income-based approach, and the loss is reflected in merger, restructuring, integration, and other in the Consolidated Statements of Operations. During 2020 and 2019, the Company did not record any impairment losses on its other definite-lived intangible assets.

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