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Section 1: 8-K (FORM 8-K)

Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 30, 2019

 

 

Frontier Communications Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

 

001-11001   06-0619596
(Commission File Number)   (IRS Employer Identification No.)
401 Merritt 7, Norwalk, Connecticut   06851
(Address of principal executive offices)   (Zip Code)

(203) 614-5600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 2.02 Results of Operations and Financial Condition

On April 30, 2019, Frontier Communications Corporation (“Frontier”) issued a press release announcing its first quarter 2019 financial results. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

As previously announced, Frontier will hold a conference call at 4:30 p.m., Eastern Time, on April 30, 2019, to discuss its financial results for the first quarter of 2019. Also furnished and incorporated by reference herein as Exhibit 99.2 is supplemental material to be used in connection with the conference call. This information is available on Frontier’s Investor Relations website at www.frontier.com/ir.

The information provided pursuant to this Item 2.02, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any of Frontier’s other filings under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit

Number

  

Description

99.1    Press Release
99.2    Presentation Regarding First Quarter 2019 Financial Results


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      FRONTIER COMMUNICATIONS CORPORATION
Date: April 30, 2019     By:  

/s/ Mark D. Nielsen

     

Mark D. Nielsen

     

Executive Vice President, Chief Legal Officer and Secretary

(Back To Top)

Section 2: EX-99.1 (EX-99.1)

EX-99.1

Exhibit 99.1

 

LOGO

401 Merritt 7

Norwalk, CT 06851

(203) 614-5600

www.frontier.com

Frontier Communications Reports First Quarter 2019 Results

 

   

Total first quarter revenue of $2.10 billion

 

   

Net loss of $87 million

 

   

Adjusted EBITDA1 of $873 million

 

   

Net broadband losses of 38,000

 

   

Transformation program continues with a cumulative $35 million in annualized benefit achieved as of the end of the first quarter

 

   

Continued balance sheet progress with issuance of $1.65 billion in secured maturities that extend those obligations by six years

Norwalk, Conn., April 30, 2019 – Frontier Communications Corporation (NASDAQ:FTR) today reported financial results for the first quarter ended March 31, 2019.

“We continue to focus on our long-term goals of improving revenue and unit trends, realizing our transformation program targets, driving free cash flow, and reducing leverage,” said Dan McCarthy, President and CEO. “We began to realize some benefits from the extensive efforts underway to improve our broadband unit performance, most notably an improvement in consumer copper broadband subscriber trends where losses more than halved sequentially,” McCarthy added. “Nonetheless we have substantial work ahead. Our transformation program remains on track to achieve the $50 to $100 million in EBITDA benefit we anticipate over the course of 2019.”

Consolidated Results

Consolidated revenue for the first quarter of 2019 was $2.10 billion, as compared with $2.12 billion in the fourth quarter. Within first quarter consolidated revenue, Consumer revenue was $1.08 billion, Commercial revenue was $932 million, and subsidy revenue was $92 million.

 

 

1 

See “Non-GAAP Measures” for a description of this measure and its calculation. See Schedule A on page 11 for a reconciliation to net income/(loss).


Net loss for the first quarter of 2019 was $87 million, representing a net loss per common share of $0.84. Net loss included $15 million of severance expenses, $20 million for loss on early extinguishment of debt, and $18 million in income tax expense.

First quarter Adjusted EBITDA was $873 million, representing an Adjusted EBITDA margin2 of 41.6%. This compares with Adjusted EBITDA of $895 million in the fourth quarter of 2018. The primary factors causing the sequential decline in Adjusted EBITDA were expense seasonality and the sequential revenue decline, partly offset by incremental benefits from the company’s transformation program.

Net cash provided from operating activities for the first quarter of 2019 was $282 million and operating free cash flow3 was ($23) million, reflecting the higher level of interest payments in the first quarter. For the four-quarter period ended March 31, 2019, net cash provided from operating activities was $1,843 million and operating free cash flow was $643 million.

Consumer Business Highlights

 

   

Revenue of $1.08 billion.

 

   

Customer churn of 1.99%, up slightly from the fourth quarter of 2018.

 

   

Average Revenue Per Customer (ARPC) of $89.14, a sequential increase.

Commercial Business Highlights

 

   

Revenue of $932 million.

 

   

Total commercial customers of 400,000 compared with 411,000 during the fourth quarter of 2018.

 

   

Commercial wholesale revenue was stable sequentially, and Commercial SME revenue declined sequentially, driven by voice services.

 

 

2 

Adjusted EBITDA margin is a non-GAAP measure of performance, calculated as Adjusted EBITDA, divided by total revenue. See “Non-GAAP Measures” on page 4 for a description of this measure and its calculation. See Schedule A on page 11 for a reconciliation of EBITDA to net loss.

3

Operating free cash flow is a non-GAAP measure of liquidity derived from net cash provided from operating activities. See “Non-GAAP Measures” on page 4 for a description of this measure and its calculation and Schedule A on page 11 for a reconciliation to net cash provided from operating activities.

 

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Capital Structure and Capital Allocation

 

   

As of March 31, 2019, Frontier’s leverage ratio4 was 4.76:1.

 

   

Frontier remains committed to reducing debt and improving its financial leverage profile.

 

   

Closed the sale of wireless towers for $76 million in January. The transaction was immaterial to revenue, earnings, and Adjusted EBITDA.

 

   

Issued $1,650 million of first lien secured notes, due 2027. The proceeds were used to retire the $1,402 million JPM Term Loan A due 2021 and the $239 million CoBank Loan due 2021, effectively extending the maturities by six years.

 

   

Extended the $850 million revolver by two years, to 2024.

 

   

Retired the outstanding $348 million, principal amount, of senior unsecured notes maturing March 15, 2019, as scheduled.

Guidance

Guidance for 2019 remains unchanged.

 

   

Adjusted EBITDA – $3.45 billion to $3.55 billion, which includes an anticipated $50 million to $100 million benefit from the transformation program

 

   

Capital expenditures – Approximately $1.15 billion

 

   

Cash taxes – Less than $25 million

 

   

Cash pension/OPEB – Approximately $175 million

 

   

Cash interest expense – Approximately $1.475 billion

 

   

Operating free cash flow – $575 million to $675 million

We are targeting an annualized benefit of $500 million from the transformation program as measured at the exit of year-end 2020, which may be offset by declines in the business.

 

 

4 

Leverage ratio is calculated as net debt (total debt less cash and cash equivalents) divided by Adjusted EBITDA for the most recent four quarters. See Schedule C on page 13 for its calculation.

 

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Non-GAAP Financial Measures

Frontier uses certain non-GAAP financial measures in evaluating its performance, including EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted EBITDA margin, operating free cash flow, adjusted operating expenses, and leverage ratio, each of which is described below. Management uses these non-GAAP financial measures internally to (i) assist in analyzing Frontier’s underlying financial performance from period to period, (ii) analyze and evaluate strategic and operational decisions, (iii) establish criteria for compensation decisions, and (iv) assist in the understanding of Frontier’s ability to generate cash flow and, as a result, to plan for future capital and operational decisions. Management believes that the presentation of these non-GAAP financial measures provides useful information to investors regarding Frontier’s financial condition and results of operations because these measures, when used in conjunction with related GAAP financial measures (i) provide a more comprehensive view of Frontier’s core operations and ability to generate cash flow, (ii) provide investors with the financial analytical framework upon which management bases financial, operational, compensation, and planning decisions and (iii) present measurements that investors and rating agencies have indicated to management are useful to them in assessing Frontier and its results of operations.

A reconciliation of these measures to the most comparable financial measures calculated and presented in accordance with GAAP is included in the accompanying tables. These non-GAAP financial measures are not measures of financial performance or liquidity under GAAP, nor are they alternatives to GAAP measures and they may not be comparable to similarly titled measures of other companies.

EBITDA is defined as net income (loss) less income tax expense (benefit), interest expense, investment and other income (loss), pension settlement costs, gains/losses on extinguishment of debt, and depreciation and amortization. EBITDA margin is calculated by dividing EBITDA by total revenue.

Adjusted EBITDA is defined as EBITDA, as described above, adjusted to exclude, certain pension/OPEB expenses, restructuring costs and other charges, stock-based compensation expense, goodwill impairment charges, and certain other non-recurring items. Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by total revenue.

Management uses EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA margin to assist it in comparing performance from period to period and as measures of operational performance. Management believes that these non-GAAP measures provide useful information for investors in evaluating Frontier’s operational performance from period to period because they exclude depreciation and amortization expenses related to investments made in prior periods and are determined without regard to capital structure or investment activities. By excluding capital expenditures, debt repayments and dividends, among other factors, these non-GAAP financial measures have certain shortcomings. Management compensates for these shortcomings by utilizing these non-GAAP financial measures in conjunction with the comparable GAAP financial measures.

Adjusted net income (loss) attributable to Frontier common shareholders is defined as net income (loss) attributable to Frontier common shareholders and excludes, restructuring costs and other charges, pension settlement costs, goodwill impairment charges, certain income tax items and the income tax effect of these items, and certain other non-recurring items. Adjusting for these items allows investors to better understand and analyze Frontier’s financial performance over the periods presented.

 

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Management defines operating free cash flow, a non-GAAP measure, as net cash provided from operating activities less capital expenditures. Management uses operating free cash flow to assist it in comparing liquidity from period to period and to obtain a more comprehensive view of Frontier’s core operations and ability to generate cash flow. Management believes that this non-GAAP measure is useful to investors in evaluating cash available to service debt and pay dividends. This non-GAAP financial measure has certain shortcomings; it does not represent the residual cash flow available for discretionary expenditures, as items such as debt repayments and preferred stock dividends are not deducted in determining such measure. Management compensates for these shortcomings by utilizing this non-GAAP financial measure in conjunction with the comparable GAAP financial measure.

Adjusted operating expenses is defined as operating expenses adjusted to exclude depreciation and amortization, restructuring and other charges, goodwill impairment charges, certain pension/OPEB expenses, stock-based compensation expense, and certain other non-recurring items. Investors have indicated that this non-GAAP measure is useful in evaluating Frontier’s performance.

Leverage ratio is calculated as net debt (total debt less cash and cash equivalents) divided by Adjusted EBITDA for the most recent four quarters. Investors have indicated that this non-GAAP measure is useful in evaluating Frontier’s debt levels.

The information in this press release should be read in conjunction with the financial statements and footnotes contained in Frontier’s documents filed with the U.S. Securities and Exchange Commission.

Conference Call and Webcast

Frontier will host a conference call today at 4:30 P.M. Eastern time. In connection with the conference call and as a convenience to investors, Frontier furnished today, under cover of a Current Report on Form 8-K, additional materials regarding first quarter 2019 results. The conference call will be webcast and may be accessed in the Webcasts & Presentations section of Frontier’s Investor Relations website at www.frontier.com/ir.

A telephonic replay of the conference call will be available from 7:30 P.M. Eastern Time on Tuesday, April 30, 2019, through 7:30 P.M. Eastern Time on Sunday, May 5, 2019 at 719-457-0820 or 888-203-1112. Use the passcode 7833067 to access the replay. A webcast replay of the call will be available at www.frontier.com/ir.

About Frontier Communications

Frontier Communications Corporation (NASDAQ: FTR) is a leader in providing communications services to urban, suburban, and rural communities in 29 states. Frontier offers a variety of services to residential customers over its fiber-optic and copper networks, including video, high-speed internet, advanced voice, and Frontier Secure® digital protection solutions. Frontier Business offers communications solutions to small, medium, and enterprise businesses. More information about Frontier is available at www.frontier.com.

Forward-Looking Statements

This earnings release contains “forward-looking statements,” related to future events. Forward-looking statements address Frontier’s expected future business, financial performance, and financial condition, and contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “may,” “will,” “would,” or “target.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For Frontier, particular uncertainties that could cause actual results to be materially different than those expressed in

 

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such forward-looking statements include: declines in revenue from Frontier’s voice services, switched and non-switched access and video and data services that it cannot stabilize or offset with increases in revenue from other products and services; Frontier’s ability to successfully implement strategic initiatives, including opportunities to enhance revenue and realize operational improvements; competition from cable, wireless and wireline carriers, satellite, and OTT companies, and the risk that Frontier will not respond on a timely or profitable basis; Frontier’s ability to successfully adjust to changes in the communications industry, including the effects of technological changes and competition on its capital expenditures, products and service offerings; risks related to disruptions in Frontier’s networks, infrastructure and information technology that may result in customer loss and/or incurrence of additional expenses; the impact of potential information technology or data security breaches or other cyber attacks or other disruptions; Frontier’s ability to retain or attract new customers and to maintain relationships with customers, employees or suppliers; Frontier’s ability to hire or retain key personnel; Frontier’s ability to realize anticipated benefits from recent acquisitions; Frontier’s ability to dispose of certain assets or asset groups on terms that are attractive to it, or at all; Frontier’s ability to effectively manage its operations, operating expenses, capital expenditures, debt service requirements and cash paid for income taxes and liquidity; Frontier’s ability to defend against litigation and potentially unfavorable results from current pending and future litigation; adverse changes in the credit markets, which could impact the availability and cost of financing; Frontier’s ability to repay or refinance its debt through, among other things, accessing the capital markets, notes repurchases and/or redemptions, tender offers and exchange offers; adverse changes in the ratings given to Frontier’s debt securities by nationally accredited ratings organizations; covenants in Frontier’s indentures and credit agreements that may limit Frontier’s operational and financial flexibility as well as its ability to access the capital markets in the future; the effects of state regulatory requirements that could limit Frontier’s ability to transfer cash among its subsidiaries or dividend funds up to the parent company; the effects of governmental legislation and regulation on Frontier’s business; the impact of regulatory, investigative and legal proceedings and legal compliance risks; government infrastructure projects that impact capital expenditures; continued reductions in switched access revenue as a result of regulation, competition or technology substitutions; the effects of changes in the availability of federal and state universal service funding or other subsidies to Frontier and its competitors; Frontier’s ability to meet its remaining CAF II funding obligations and the risk of penalties or obligations to return certain CAF II funds; Frontier’s ability to effectively manage service quality and meet mandated service quality metrics; the effects of changes in accounting policies or practices, including potential future impairment charges with respect to intangible assets; the effects of changes in income tax rates, tax laws, regulations or rulings, or federal or state tax assessments, including the risk that such changes may benefit Frontier’s competitors more than it, as wells potential future decreases in the value of Frontier’s deferred tax assets; the effects of increased medical expenses and pension and postemployment expenses; Frontier’s ability to successfully renegotiate union contracts; changes in pension plan assumptions, interest rates, discount rates, regulatory rules and/or the value of Frontier’s pension plan assets, which could require Frontier to make increased contributions to its pension plans; the effects of changes in both general and local economic conditions in the markets that Frontier serves; the effects of severe weather events or other natural or man-made disasters, which may increase operating and capital expenses or adversely impact customer revenue; and the risks and other factors contained in Frontier’s filings with the U.S. Securities and Exchange Commission, including its reports on Forms 10-K and 10-Q. These risks and uncertainties may cause actual future results to be materially different than those expressed in such forward-looking statements. Frontier has no obligation to update or revise these forward-looking statements and does not undertake to do so.

 

INVESTOR CONTACT:    MEDIA CONTACT:
Luke Szymczak    Brigid Smith
Vice President    Assistant Vice President
(203) 614-5044    (203) 614-5042
[email protected]    [email protected]

 

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Frontier Communications Corporation

Unaudited Consolidated Financial Data

 

     For the quarter ended  

($ in millions and shares in thousands, except per share amounts)

   March 31, 2019     December 31, 2018     March 31, 2018  

Statement of Operations Data

      

Revenue

   $ 2,101     $ 2,124     $ 2,199  
  

 

 

   

 

 

   

 

 

 

Operating expenses:

      

Network access expenses

     338       347       372  

Network related expenses

     456       461       483  

Selling, general and administrative expenses

     456       441       469  

Depreciation and amortization

     484       492       505  

Goodwill impairment

     —         241       —    

Restructuring costs and other charges

     28       15       4  
  

 

 

   

 

 

   

 

 

 

Total operating expenses

     1,762       1,997       1,833  
  

 

 

   

 

 

   

 

 

 

Operating income

     339       127       366  

Investment and other income (loss), net

     (9     (3     8  

Pension settlement costs

     —         7       —    

Gain (Loss) on early extinguishment of debt

     (20     1       33  

Interest expense

     379       388       374  
  

 

 

   

 

 

   

 

 

 

Income (Loss) before income taxes

     (69     (270     33  

Income tax expense (benefit)

     18       (51     13  
  

 

 

   

 

 

   

 

 

 

Net income (loss)

     (87     (219     20  

Less: Dividends on preferred stock

     —         —         53  
  

 

 

   

 

 

   

 

 

 

Net loss attributable to Frontier common shareholders

   $ (87   $ (219   $ (33
  

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding - basic and diluted

     103,885       103,680       77,416  

Basic and diluted net loss per common share

   $ (0.84   $ (2.12   $ (0.44
  

 

 

   

 

 

   

 

 

 

Other Financial Data:

      

Capital expenditures

   $ 305     $ 245     $ 297  

Dividends declared - Preferred stock

   $ —       $ —       $ 53  

 

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Frontier Communications Corporation

Unaudited Consolidated Financial Data

 

     For the quarter ended  
     March 31, 2019      December 31, 2018      March 31, 2018  
($ in millions)                     

Selected Statement of Operations Data

        

Revenue:

        

Data and Internet services

   $ 967      $ 959      $ 985  

Voice services

     650        668        702  

Video services

     268        275        280  

Other

     124        128        135  
  

 

 

    

 

 

    

 

 

 

Customer revenue

     2,009        2,030        2,102  

Subsidy revenue

     92        94        97  
  

 

 

    

 

 

    

 

 

 

Total revenue

   $  2,101      $  2,124      $  2,199  
  

 

 

    

 

 

    

 

 

 

Other Financial Data

        

Revenue:

        

Consumer

   $ 1,077      $ 1,088      $ 1,128  

Commercial

     932        942        974  
  

 

 

    

 

 

    

 

 

 

Customer revenue

     2,009        2,030        2,102  

Subsidy revenue

     92        94        97  
  

 

 

    

 

 

    

 

 

 

Total revenue

   $ 2,101      $ 2,124      $ 2,199  
  

 

 

    

 

 

    

 

 

 

Frontier Communications Corporation

Unaudited Consolidated Financial and Operating Data

 

     For the quarter ended  
     March 31, 2019     December 31, 2018     March 31, 2018  

Customers (in thousands)

     4,395       4,471       4,765  

Consumer customer metrics

      

Customers (in thousands)

     3,995       4,060       4,324  

Net customer additions (losses)

     (65     (92     (74

Average monthly consumer revenue per customer

   $ 89.14     $ 88.37     $ 86.21  

Customer monthly churn

     1.99     1.94     1.94

Commercial customer metrics

      

Customers (in thousands)

     400       411       441  

Broadband subscriber metrics (in thousands)

      

Broadband subscribers

     3,697       3,735       3,895  

Net subscriber additions (losses)

     (38     (67     (43

Video (excl. DISH) subscriber metrics (in thousands)

      

Video subscribers

     784       838       934  

Net subscriber additions (losses)

     (54     (35     (28

Video - DISH subscriber metrics (in thousands)

      

DISH subscribers

     198       205       227  

Net subscriber additions (losses)

     (7     (6     (8

Employees

     20,439       21,173       22,081  

 

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Frontier Communications Corporation

Condensed Consolidated Balance Sheet Data

 

($ in millions)    (Unaudited)
March 31, 2019
     December 31, 2018  

ASSETS

     

Current assets:

     

Cash and cash equivalents

   $ 119      $ 354  

Accounts receivable, net

     715        723  

Other current assets

     276        253  
  

 

 

    

 

 

 

Total current assets

     1,110        1,330  

Property, plant and equipment, net

     14,034        14,187  

Other assets - principally goodwill

     8,218        8,142  
  

 

 

    

 

 

 

Total assets

   $  23,362      $  23,659  
  

 

 

    

 

 

 

LIABILITIES AND EQUITY

     

Current liabilities:

     

Long-term debt due within one year

   $ 393      $ 814  

Accounts payable and other current liabilities

     1,617        1,747  
  

 

 

    

 

 

 

Total current liabilities

     2,010        2,561  

Deferred income taxes and other liabilities

     3,291        3,140  

Long-term debt

     16,526        16,358  

Equity

     1,535        1,600  
  

 

 

    

 

 

 

Total liabilities and equity

   $ 23,362      $ 23,659  
  

 

 

    

 

 

 

 

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Frontier Communications Corporation

Unaudited Consolidated Cash Flow Data

 

     For the quarter ended  
($ in millions)    March 31, 2019     March 31, 2018  

Cash flows provided from (used by) operating activities:

    

Net income (loss)

     $ (87   $ 20  

Adjustments to reconcile net income (loss) to net cash provided from (used by) operating activities:

    

Depreciation and amortization

     484       505  

(Gain) Loss on extinguishment of debt

     20       (33

Stock-based compensation expense

     3       4  

Amortization of deferred financing costs

     9       9  

Other adjustments

     —         (9

Deferred income taxes

     16       12  

Change in accounts receivable

     7       9  

Change in accounts payable and other liabilities

     (157     (261

Change in prepaid expenses, income taxes, and other assets

     (13     (5
  

 

 

   

 

 

 

Net cash provided from operating activities

     282       251  

Cash flows provided from (used by) investing activities:

    

Capital expenditures

     (305     (297

Proceeds on sale of assets

     74       10  

Other

     —         (2
  

 

 

   

 

 

 

Net cash used by investing activities

     (231     (289

Cash flows provided from (used by) financing activities:

    

Long-term debt payments

     (1,995     (1,627

Proceeds from long-term debt borrowings

     1,650       1,600  

Proceeds from revolving debt

     375       —    

Repayment of revolving debt

     (275     —    

Financing costs paid

     (30     (26

Dividends paid on preferred stock

     —         (53

Premium paid to retire debt

     —         (16

Finance lease obligation payments

     (8     (10

Other

     (3     (5
  

 

 

   

 

 

 

Net cash used by financing activities

     (286     (137

Decrease in cash, cash equivalents, and restricted cash

     (235     (175

Cash, cash equivalents, and restricted cash at January 1,

     404       376  
  

 

 

   

 

 

 

Cash, cash equivalents, and restricted cash at March 31,

   $ 169     $ 201  
  

 

 

   

 

 

 

Supplemental cash flow information:

    

Cash paid (received) during the period for:

    

Interest

   $ 525     $ 593  

Income tax payments (refunds), net

   $ —       $ —    

 

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SCHEDULE A

Frontier Communications Corporation

Reconciliation of Non-GAAP Financial Measures

 

     For the quarter ended  
($ in millions)    March 31, 2019     December 31, 2018     March 31, 2018  

EBITDA

      

Net income (loss)

   $ (87   $ (219   $ 20  

Add back (subtract):

      

Income tax expense (benefit)

     18       (51     13  

Interest expense

     379       388       374  

Investment and other (income) loss, net

     9       3       (8

Pension settlement costs

     —         7       —    

(Gain) Loss on extinguishment of debt

     20       (1     (33
  

 

 

   

 

 

   

 

 

 

Operating income (loss)

     339       127       366  

Depreciation and amortization

     484       492       505  
  

 

 

   

 

 

   

 

 

 

EBITDA

   $ 823     $ 619     $ 871  

Add back:

      

Pension/OPEB expense

     20       19       22  

Restructuring costs and other charges

     28       15       4  

Stock-based compensation expense

     3       4       4  

Storm-related insurance proceeds

     (1     (3     —    

Work stoppage costs

     —         —         7  

Goodwill impairment

     —         241       —    
  

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 873     $ 895     $ 908  
  

 

 

   

 

 

   

 

 

 

EBITDA margin

     39.1     29.1     39.6

Adjusted EBITDA margin

     41.6     42.1     41.3

Free Cash Flow

      

Net cash provided from operating activities

   $ 282     $ 603     $ 251  

Capital expenditures

     (305     (245     (297
  

 

 

   

 

 

   

 

 

 

Operating free cash flow

   $ (23   $  358   $ (46
  

 

 

   

 

 

   

 

 

 

 

- 11 of 13 -


SCHEDULE B

Frontier Communications Corporation

Reconciliation of Non-GAAP Financial Measures

 

     For the quarter ended  
     March 31, 2019     December 31, 2018     March 31, 2018  
($ in millions, except per share amounts)    Net Income
(Loss)
    Basic
Earnings
(Loss) Per
Share
    Net Income
(Loss)
    Basic
Earnings
(Loss) Per
Share
    Net Income
(Loss)
    Basic
Earnings
(Loss) Per
Share
 

Net loss attributable to

            

Frontier common shareholders

   $ (87   $ (0.84   $ (219   $ (2.12   $ (33   $ (0.44
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Restructuring costs and other charges

     28         15         4    

Pension settlement costs

     —           7         —      

(Gain) Loss on extinguishment of debt

     20         (1       (33  

Goodwill impairment

     —           241         —      

Storm-related insurance proceeds

     (1       (3       —      

Work stoppage costs

     —           —           7    

Certain other tax items (1)

     30         (14       4    

Income tax effect on above items:

            

Restructuring costs and other charges

     (5       (4       (1  

Pension settlement costs

     —           (2       —      

(Gain) Loss on extinguishment of debt

     (4       —           9    

Goodwill impairment

     —           (27       —      

Storm-related insurance proceeds

     —           1         —      

Work stoppage costs

     —           —           (2  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   $ 68     $ 0.65     $ 213     $ 2.05     $ (12   $ (0.15

Adjusted net loss attributable to

            

Frontier common shareholders(2)

   $ (19   $ (0.18   $ (6   $ (0.06   $ (45   $ (0.58
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Includes impact arising from federal research and development credits, changes in certain deferred tax balances, state tax law changes, state filing method change, and the net impact of uncertain tax positions.

(2) 

Adjusted net loss attributable to Frontier common shareholders may not sum due to rounding.

 

- 12 of 13 -


SCHEDULE C

Frontier Communications Corporation

Reconciliation of Non-GAAP Financial Measures

 

     For the quarter ended  
($ in millions)    March 31, 2019     December 31, 2018     March 31, 2018  

Adjusted Operating Expenses

      

Total operating expenses

   $ 1,762     $  1,997     $  1,833  
  

 

 

   

 

 

   

 

 

 

Subtract:

      

Depreciation and amortization

     484       492       505  

Goodwill impairment

     —         241       —    

Pension/OPEB expense

     20       19       22  

Restructuring costs and other charges

     28       15       4  

Stock-based compensation expense

     3       4       4  

Storm-related insurance proceeds

     (1     (3     —    

Work stoppage costs

     —         —         7  
  

 

 

   

 

 

   

 

 

 

Adjusted operating expenses

   $ 1,228     $ 1,229     $ 1,291  
  

 

 

   

 

 

   

 

 

 
     For the quarter ended              
     March 31, 2019              

Leverage Ratio

      

Numerator

      

Long-term debt

   $ 16,526      

Long-term debt due within one year

     393      

Cash and cash equivalents

     (119    
  

 

 

     
   $  16,800      
  

 

 

     

Denominator

      

Adjusted EBITDA - last 4 quarters

   $ 3,530      
  

 

 

     

Leverage Ratio

     4.76x      

 

- 13 of 13 -

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Section 3: EX-99.2 (EX-99.2)

EX-99.2

Slide 1

INVESTOR UPDATE First Quarter 2019 April 30, 2019 EXHIBIT 99.2


Slide 2

FINANCIAL REVIEW SHELDON BRUHA Senior Vice President & Interim Chief Financial Officer Agenda STRATEGIC AND OPERATIONAL REVIEW DANIEL McCARTHY President & Chief Executive Officer FINANCIAL REVIEW SHELDON BRUHA Senior Vice President & Interim Chief Financial Officer


Slide 3

Business Update Net loss1 Consumer revenue of $1,077 million Consumer customer churn of 1.99%, a slight sequential increase Consumer ARPC of $89.14, a sequential increase Commercial revenue of $932 million Commercial customers of 400,000 $2.10B TOTAL REVENUE $87M Transformation EBITDA benefit attained in Q1 (Annualized) Maturities extended Continued focus on improving financial profile Adjusted EBITDA2 Pressure from expense seasonality and revenue declines partly offset by transformation benefits $873M $35M $1.65B 1 Includes severance expense of $15 million, debt extinguishment costs of $20 million, and income tax expense of $18 million. 2 Adjusted EBITDA is a non-GAAP measure – see Appendix for its calculation


Slide 4

Broadband Unit Trends 2019 Substantial improvement in broadband unit trends Consumer Copper net add improvement reflects improved churn Fiber improvements reflect stronger gross additions Total Broadband (Consumer & Commercial) Consumer Copper Broadband Consumer Fiber Broadband Commercial Broadband Net Adds (000s) 2017 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2018


Slide 5

Customer Churn Trends 2019 Q1 churn increased slightly sequentially Churn improvement initiatives continue to yield results Sequential churn increase reflects impact of video departures— being offset by better sales 2017 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2018


Slide 6

FINANCIAL REVIEW SHELDON BRUHA Senior Vice President & Interim Chief Financial Officer Agenda STRATEGIC AND OPERATIONAL REVIEW DANIEL McCARTHY President & Chief Executive Officer STRATEGIC AND OPERATIONAL REVIEW DANIEL McCARTHY President & Chief Executive Officer


Slide 7

Key Financial Highlights  ($ in Millions) Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Total Revenue $2,199 $2,162 $2,126 $2,124 $2,101 Customer $2,102 $2,065 $2,031 $2,030 $2,009 Subsidy $97 $97 $95 $94 $92 Net Income (Loss) $20 ($18) ($426) ($219) ($87) Net Cash Provided from Operating Activities $251 $672 $286 $603 $282 Adjusted Operating Expenses* $1,291 $1,278 $1,248 $1,229 $1,228 Adjusted EBITDA* $908 $884 $878 $895 $873 Adjusted EBITDA Margin* 41.3% 40.9% 41.3% 42.1% 41.6% CapEx $297 $321 $329 $245 $305 LTM Operating Free Cash Flow* $632 $721 $604 $620 $643 Q1 revenue declined 1% sequentially Stable operating expense performance despite Q1 expense seasonality Maintaining >40% adjusted EBITDA margin consistently Operating FCF of $643M for trailing four quarters * Adjusted Operating Expenses, Adjusted EBITDA, Adjusted EBITDA Margin and Operating Free Cash Flow are non-GAAP measures - see Appendix for their calculations


Slide 8

Product & Customer Revenue Data & Internet services revenue increased sequentially Voice services revenue declines similar to prior trends Consumer revenue declined 1% sequentially Commercial revenue decline driven by voice  ($ in Millions) Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Data & Internet Services $985 $973 $961 $959 $967 Voice Services $702 $682 $669 $668 $650 Video Services $280 $270 $260 $275 $268 Other $135 $140 $141 $128 $124 Total Customer Revenue $2,102 $2,065 $2,031 $2,030 $2,009 Consumer $1,128 $1,095 $1,069 $1,088 $1,077 Commercial $974 $970 $962 $942 $932 Total Customer Revenue $2,102 $2,065 $2,031 $2,030 $2,009 Subsidy Revenue $97 $97 $95 $94 $92 Total Revenue $2,199 $2,162 $2,126 $2,124 $2,101


Slide 9

Consumer ARPC Customers Q1 4.0M Q4 4.1M Q3 4.2M Q2 4.2M Q1 4.3M ARPC Consumer ARPC increased sequentially Continued to improve base management techniques Consumer ARPC increased despite increased video losses 2018 2019


Slide 10

Capital Spending Update Projects Completed & Underway Upgrading FTTH to 10 Gbps for Commercial applications--enabling 10 Gbps Ethernet, expanding 5G backhaul capacity, and enabling Gigabit Consumer broadband CAF II: ~496K locations enabled with CAF II broadband Building FTTH to ~19K rural HHs leveraging state funding sources Fixed wireless broadband builds continue in CAF areas $305M in CapEx Spent in 1Q 2019


Slide 11

Capital Structure Progress RESULT 2019 Operating FCF Guidance $13 Runway cleared through 2021 Manageable near-term maturity profile relative to 2019 operating free cash flow guidance of $575M-$675M 2019 2020 2021 $ in Millions See Appendix for additional information $575M-$675M Extended Revolver until 2024 Issued $1.65B senior secured notes due 2027; repaid loans due 2021 Repaid $348M of unsecured notes on schedule Closed $76M tower sale in January 2019


Slide 12

Reaffirming 2019 Guidance *Adjusted EBITDA and Operating Free Cash Flow are non-GAAP measures - see Appendix for their calculations. $3.45B-$3.55B Adjusted EBITDA* Includes $50-100M Transformation benefit ~$175M Cash Pension / OPEB ~$1.15B Capital Expenditures ~$1.475B Cash Interest Expense <$25M Cash Taxes $575M-$675M Operating Free Cash Flow*


Slide 13

Appendix


Slide 14

Safe Harbor Statement Forward-looking Language This earnings release contains "forward-looking statements," related to future events. Forward-looking statements address Frontier’s expected future business, financial performance, and financial condition, and contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "may," "will," "would," or "target." Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For Frontier, particular uncertainties that could cause actual results to be materially different than those expressed in such forward-looking statements include: declines in revenue from Frontier’s voice services, switched and non-switched access and video and data services that it cannot stabilize or offset with increases in revenue from other products and services; Frontier’s ability to successfully implement strategic initiatives, including opportunities to enhance revenue and realize operational improvements; competition from cable, wireless and wireline carriers, satellite, and OTT companies, and the risk that Frontier will not respond on a timely or profitable basis; Frontier’s ability to successfully adjust to changes in the communications industry, including the effects of technological changes and competition on its capital expenditures, products and service offerings; risks related to disruptions in Frontier’s networks, infrastructure and information technology that may result in customer loss and/or incurrence of additional expenses; the impact of potential information technology or data security breaches or other cyber attacks or other disruptions; Frontier’s ability to retain or attract new customers and to maintain relationships with customers, employees or suppliers; Frontier’s ability to hire or retain key personnel; Frontier’s ability to realize anticipated benefits from recent acquisitions; Frontier’s ability to dispose of certain assets or asset groups on terms that are attractive to it, or at all; Frontier’s ability to effectively manage its operations, operating expenses, capital expenditures, debt service requirements and cash paid for income taxes and liquidity; Frontier’s ability to defend against litigation and potentially unfavorable results from current pending and future litigation; adverse changes in the credit markets, which could impact the availability and cost of financing; Frontier’s ability to repay or refinance its debt through, among other things, accessing the capital markets, notes repurchases and/or redemptions, tender offers and exchange offers; adverse changes in the ratings given to Frontier’s debt securities by nationally accredited ratings organizations; covenants in Frontier’s indentures and credit agreements that may limit Frontier’s operational and financial flexibility as well as its ability to access the capital markets in the future; the effects of state regulatory requirements that could limit Frontier’s ability to transfer cash among its subsidiaries or dividend funds up to the parent company; the effects of governmental legislation and regulation on Frontier’s business; the impact of regulatory, investigative and legal proceedings and legal compliance risks; government infrastructure projects that impact capital expenditures; continued reductions in switched access revenue as a result of regulation, competition or technology substitutions; the effects of changes in the availability of federal and state universal service funding or other subsidies to Frontier and its competitors; Frontier’s ability to meet its remaining CAF II funding obligations and the risk of penalties or obligations to return certain CAF II funds; Frontier’s ability to effectively manage service quality and meet mandated service quality metrics; the effects of changes in accounting policies or practices, including potential future impairment charges with respect to intangible assets; the effects of changes in income tax rates, tax laws, regulations or rulings, or federal or state tax assessments, including the risk that such changes may benefit Frontier’s competitors more than it, as wells potential future decreases in the value of Frontier’s deferred tax assets; the effects of increased medical expenses and pension and postemployment expenses; Frontier’s ability to successfully renegotiate union contracts; changes in pension plan assumptions, interest rates, discount rates, regulatory rules and/or the value of Frontier’s pension plan assets, which could require Frontier to make increased contributions to its pension plans; the effects of changes in both general and local economic conditions in the markets that Frontier serves; the effects of severe weather events or other natural or man-made disasters, which may increase operating and capital expenses or adversely impact customer revenue; and the risks and other factors contained in Frontier’s filings with the U.S. Securities and Exchange Commission, including its reports on Forms 10-K and 10-Q. These risks and uncertainties may cause actual future results to be materially different than those expressed in such forward-looking statements. Frontier has no obligation to update or revise these forward-looking statements and does not undertake to do so.


Slide 15

Non-GAAP Financial Measures Frontier uses certain non-GAAP financial measures in evaluating its performance, including EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted EBITDA margin, operating free cash flow, adjusted operating expenses, and leverage ratio, each of which is described below. Management uses these non-GAAP financial measures internally to (i) assist in analyzing Frontier's underlying financial performance from period to period, (ii) analyze and evaluate strategic and operational decisions, (iii) establish criteria for compensation decisions, and (iv) assist in the understanding of Frontier's ability to generate cash flow and, as a result, to plan for future capital and operational decisions. Management believes that the presentation of these non-GAAP financial measures provides useful information to investors regarding Frontier’s financial condition and results of operations because these measures, when used in conjunction with related GAAP financial measures (i) provide a more comprehensive view of Frontier’s core operations and ability to generate cash flow, (ii) provide investors with the financial analytical framework upon which management bases financial, operational, compensation, and planning decisions and (iii) present measurements that investors and rating agencies have indicated to management are useful to them in assessing Frontier and its results of operations. A reconciliation of these measures to the most comparable financial measures calculated and presented in accordance with GAAP is included in the accompanying tables. These non-GAAP financial measures are not measures of financial performance or liquidity under GAAP, nor are they alternatives to GAAP measures and they may not be comparable to similarly titled measures of other companies. EBITDA is defined as net income (loss) less income tax expense (benefit), interest expense, investment and other income (loss), pension settlement costs, gains/losses on extinguishment of debt, and depreciation and amortization. EBITDA margin is calculated by dividing EBITDA by total revenue. Adjusted EBITDA is defined as EBITDA, as described above, adjusted to exclude certain pension/OPEB expenses, restructuring costs and other charges, stock-based compensation expense, goodwill impairment charges, and certain other non-recurring items. Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by total revenue. Management uses EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA margin to assist it in comparing performance from period to period and as measures of operational performance. Management believes that these non-GAAP measures provide useful information for investors in evaluating Frontier’s operational performance from period to period because they exclude depreciation and amortization expenses related to investments made in prior periods and are determined without regard to capital structure or investment activities. By excluding capital expenditures, debt repayments and dividends, among other factors, these non-GAAP financial measures have certain shortcomings. Management compensates for these shortcomings by utilizing these non-GAAP financial measures in conjunction with the comparable GAAP financial measures. Adjusted net income (loss) attributable to Frontier common shareholders is defined as net income (loss) attributable to Frontier common shareholders and excludes restructuring costs and other charges, pension settlement costs, goodwill impairment charges, certain income tax items and the income tax effect of these items, and certain other non-recurring items. Adjusting for these items allows investors to better understand and analyze Frontier’s financial performance over the periods presented. Management defines operating free cash flow, a non-GAAP measure, as net cash provided from operating activities less capital expenditures. Management uses operating free cash flow to assist it in comparing liquidity from period to period and to obtain a more comprehensive view of Frontier’s core operations and ability to generate cash flow. Management believes that this non-GAAP measure is useful to investors in evaluating cash available to service debt and pay dividends. This non-GAAP financial measure has certain shortcomings; it does not represent the residual cash flow available for discretionary expenditures, as items such as debt repayments and preferred stock dividends are not deducted in determining such measure. Management compensates for these shortcomings by utilizing this non-GAAP financial measure in conjunction with the comparable GAAP financial measure. Adjusted operating expenses is defined as operating expenses adjusted to exclude depreciation and amortization, restructuring and other charges, goodwill impairment charges, certain pension/OPEB expenses, stock-based compensation expense, and certain other non-recurring items. Investors have indicated that this non-GAAP measure is useful in evaluating Frontier’s performance. Leverage ratio is calculated as net debt (total debt less cash and cash equivalents) divided by Adjusted EBITDA for the most recent four quarters. Investors have indicated that this non-GAAP measure is useful in evaluating Frontier’s debt levels. The information in this presentation should be read in conjunction with the financial statements and footnotes contained in Frontier’s documents filed with the U.S. Securities and Exchange Commission.


Slide 16

 ($ in Millions) Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Net Income (Loss) 20 (18) (426) (219) (87) Add back (Subtract): Income Tax Expense (Benefit) 13 (20) (4) (51) 18 Interest Expense 374 385 389 388 379 Investment and Other (Income) Loss, Net (8) (5) (3) 3 9 Pension Settlement Costs - 25 9 7 - (Gain) Loss on Extinguishment of Debt (33) - 2 (1) 20 Operating Income (Loss) 366 367 (33) 127 339 Depreciation and Amortization 505 486 471 492 484 EBITDA $871 $853 $438 $619 $823 Add back: Pension/OPEB Expense 22 23 21 19 20 Restructuring Costs and Other Charges 4 2 14 15 28 Stock-based Compensation Expense 4 5 5 4 3 Work Stoppage Costs 7 1 - - - Storm Related Insurance Proceeds - - - (3) (1) Goodwill Impairment - - 400 241 - Adjusted EBITDA* $908 $884 $878 $895 $873 EBITDA Margin 39.6% 39.5% 20.6% 29.1% 39.1% Adjusted EBITDA Margin 41.3% 40.9% 41.3% 42.1% 41.6% Non-GAAP Financial Measures


Slide 17

Non-GAAP Financial Measures  ($ in Millions) Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Total Operating Expenses $1,833 $1,795 $2,159 $1,997 $1,762 Subtract: Depreciation and Amortization 505 486 471 492 484 Goodwill Impairment - - 400 241 - Pension/OPEB Expense 22 23 21 19 20 Restructuring Costs and Other Charges 4 2 14 15 28 Stock-based Compensation Expense 4 5 5 4 3 Storm Related Insurance Proceeds - - - (3) (1) Work Stoppage Costs 7 1 - - - Adjusted Operating Expenses $1,291 $1,278 $1,248 $1,229 $1,228


Slide 18

Non-GAAP Financial Measures Quarterly Results  ($ in Millions) Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Net Cash Provided from Operating Activities $251 $672 $286 $603 $282 Capital Expenditures – Business Operations (297) (321) (329) (245) (305) Operating Free Cash Flow ($46) $351 ($43) $358 ($23) Trailing Four Quarter Results  ($ in Millions) Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Net Cash Provided from Operating Activities $1,801 $1,944 $1,874 $1,812 $1,843 Capital Expenditures – Business Operations (1,136) (1,194) (1,255) (1,192) (1,200) Capital Expenditures – Integration (33) (29) (15) - - Operating Free Cash Flow $632 $721 $604 $620 $643


Slide 19

Manageable Near-Term Debt Maturities Pro forma for March 31, 2019 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031+ $13 $245 $327 $2,706 $2,755 $4,514 $1,603 $2,197 $500 $50 $14 $1,364 $868 Unsecured Debt Secured Debt $850M Revolving Credit Facility Drawn Revolver Balance

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