v3.26.1
Description of the Business and Basis of Presentation
6 Months Ended
Jul. 04, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of the Business and Basis of Presentation Description of the Business and Basis of Presentation
Description of Business

ADI Global Distribution Inc. (“ADI,” the “Company,” “we,” “us,” or “our”) is a leading, global specialty distributor of professionally installed low-voltage products, including security and audio-visual (“AV”) solutions, serving commercial and residential markets through an omnichannel go-to-market platform. ADI sells primarily to professional installers, dealers and integrators. We offer an expansive list of products from leading suppliers across key specialty low-voltage categories. ADI complements supplier products with a suite of exclusive brands and service offerings. ADI Global Distribution is our sole operating and reportable segment, based upon the information used by our chief operating decision maker (“CODM”). The Company’s CODM is its Chief Executive Officer. Our CODM utilizes net income as the primary measure of segment performance because it reflects the underlying business performance and provides the CODM with a basis for making resource allocation decisions. The CODM uses net income to monitor budget versus actual results, for assessing performance of the segment and as a component in determining management’s compensation. Our CODM does not utilize assets for making resource allocation decisions. The CODM does not receive additional expense information beyond what is presented within the Unaudited Condensed Combined Financial Statements.
Prior to August 3, 2026, the Company was wholly owned by Resideo Technologies, Inc. (“Resideo” or “Parent”). On July 30, 2025, Resideo announced its plan to separate its ADI business (“Spin-Off”) from the rest of the Resideo business. On July 1, 2026, the Board of Directors of Resideo authorized the Spin-Off.

The Spin-Off was completed on August 3, 2026 through a pro rata distribution of 100% of the outstanding shares of ADI common stock to holders of Resideo common stock as of the close of business on July 20, 2026 (the “Record Date”) (collectively, the “Distribution”). The Spin-Off is intended to qualify as a tax-free transaction for U.S. federal income tax purposes. Following the completion of the Distribution, we became an independent public company trading under the symbol “ADIG” on the New York Stock Exchange (“NYSE”). Resideo stockholders as of the Record Date received one share of ADI common stock for every two shares of Resideo common stock. Following the Distribution, Resideo owns no shares of ADI common stock and will no longer consolidate ADI with Resideo’s financial results. Immediately following the Spin-Off, Clayton, Dubilier & Rice LLC (“CD&R”) (or any private equity fund managed or advised by CD&R or any general partner thereof, or any of their respective affiliates) (the “CD&R Group”) beneficially owned shares of ADI common stock and ADI preferred stock, which, taken together on an as-converted basis, represent approximately 19.69% of ADI's total voting power. As a result, the CD&R Group may have the indirect ability to influence ADI policies and operations, including through its ability to designate up to two directors to our board of directors, and its interests as a preferred equity holder may diverge from, or even conflict with the interests of the other holders of our common stock.

We have entered into a separation and distribution agreement and certain ancillary agreements with Resideo that provide a framework for the relationship between the parties going forward, including, among others, a transition services agreement, tax matters agreement, employee matters agreement and intellectual property matters agreement, which govern the relationship of the parties following the Spin-Off.

Refer to Note 15. Subsequent Events, of the Notes to the Unaudited Condensed Combined Financial Statements for additional information regarding the Spin-Off.

Basis of Presentation
The Company has historically operated as a part of Resideo and has no operating history as a stand-alone company. As a result, stand-alone financial statements have not historically been prepared. The accompanying Unaudited Condensed Combined Financial Statements have been prepared on a “carve-out” basis and are derived from Resideo’s historical accounting records, including the historical cost basis of assets and liabilities comprising the Company, as well as historical revenues, direct costs and allocations of indirect costs attributable to the operations of the Company. As noted above, the Spin-Off was not effective until after the three and six month financial reporting periods presented herein. The Unaudited Condensed Combined Financial Statements reflect the Company's financial position, results of operations and cash flows as the business was operated as part of Resideo prior to the Distribution. The Unaudited Condensed Combined Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, the Unaudited Condensed Combined Financial Statements do not include all of the information and notes required by GAAP for complete financial statements.
In the opinion of management, the Unaudited Condensed Combined Financial Statements included herein contain all adjustments, which consist of normal, recurring adjustments, necessary to fairly present our financial position, results of operations and cash flows for the periods indicated. These Unaudited Condensed Combined Financial Statements do not purport to reflect what the financial position, results of operations, comprehensive income or cash flows would have been had the Company operated as a separate, standalone entity during the periods presented. These Unaudited Condensed Combined Financial Statements have been prepared on a consistent basis, and should be read in conjunction with the Audited Combined Financial Statements for the year ended December 31, 2025 and the notes thereto included within the Company's Information Statement filed as an exhibit to the Company's Form 10-12B/A on July 1, 2026 (the “Information Statement”).

All intercompany transactions within the Company have been eliminated in the Unaudited Condensed Combined Financial Statements. Certain financing transactions with Resideo were deemed to have been settled immediately through Net parent investment on the Unaudited Condensed Combined Balance Sheets. Other transactions that were historically cash settled between Resideo and the Company have been included in the Unaudited Condensed Combined Financial Statements as due from related parties or due to related parties, primarily related to cash pooling arrangements and intercompany loans. In the Unaudited Condensed Combined Statements of Cash Flows, the cash flows arising from related party loans receivable are reflected in investing activities and the cash flows arising from related party loans payable are reflected in financing activities. The cash flows arising from cash pooling arrangements are reflected in financing activities. Refer to Note 14. Related Party Transactions, of the Notes to the Unaudited Condensed Combined Financial Statements for additional information.
The Unaudited Condensed Combined Balance Sheets reflect all of the assets and liabilities of the Company that are specifically identifiable or otherwise attributed to the Company, including Net parent investment as a component of equity. Net parent investment represents Resideo’s historical investment in the Company and includes accumulated net income attributable to the Company as well as the net effect of transactions with Resideo and its subsidiaries. The assets and liabilities on the Unaudited Condensed Combined Balance Sheets have been reflected on a historical cost basis, as immediately prior to the Spin-Off all of the assets and liabilities presented were wholly owned by Resideo and were transferred to ADI at a carry-over basis.

Resideo operates a centralized treasury function domestically and internationally, while also maintaining bank accounts in local jurisdictions separate from these centralized treasury functions. Certain of our cash was transferred to Resideo according to centrally managed cash programs and Resideo funded our operations and investing activities, as needed. Cash and cash equivalents and restricted cash on the Unaudited Condensed Combined Balance Sheets represents cash and cash equivalents and restricted cash held by legal entities of the Company. Some of these legal entities participate in the cash pooling arrangements and others maintain bank accounts in local jurisdictions, which operate outside the cash pooling arrangements. This arrangement is not reflective of the manner in which the Company would have been able to finance its operations had it been a standalone business separate from Resideo during the periods presented.
Resideo’s third-party debt related to the Senior Notes due in 2029 and 2032 and the A&R Term B Facility (each as defined in Note 8. Long Term Debt), along with the corresponding interest expense and financial statement impacts of interest rate hedges, have been allocated to the Company for the periods presented as the Company was jointly and severally liable for such debt for the periods reflected herein. The Company is not a counterparty to the interest rate hedges and therefore, the asset and liability balances associated with the hedges are not included in the Unaudited Condensed Combined Financial Statements. Third-party debt and the related interest, such as the Senior Notes due in 2034, entered into by Resideo that transferred to the Company upon the completion of the Spin-Off, have been included in the Unaudited Condensed Combined Financial Statements. Refer to Note 8. Long-Term Debt, of the Notes to the Unaudited Condensed Combined Financial Statements for additional information.
The Unaudited Condensed Combined Statements of Operations include expense allocations for certain corporate expenses provided by Resideo on a centralized basis (“Resideo Corporate Costs”), including, but not limited to, corporate executives, finance, legal, audit, mergers and acquisitions, human resources, information technology, insurance, employee benefits, costs associated with the Spin-Off and other expenses that are either specifically identifiable or clearly applicable to the Company. These expenses have been allocated to the Company on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis using an applicable measure of operating income, headcount or other allocation methodologies that are considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Company during the periods presented. However, the Resideo Corporate Costs allocations may not be indicative of the actual expense that would have been incurred had the Company operated as an independent, standalone public entity, nor are they indicative of the Company’s future expenses. Refer to Note 14. Related Party Transactions, of the Notes to the Unaudited Condensed Combined Financial Statements for additional information.
Reporting Period

We report financial information on a fiscal quarter basis using a modified four-four-five week calendar. Our fiscal calendar begins on January 1 and ends on December 31. We have elected the first, second and third quarters to end on a Saturday in order to not disrupt business processes. The effects of this election are generally not significant to reported results for any quarter and only exist within a reporting year.