Business Context and Reporting Period
This Form 8-K is filed by Altice USA, Inc. (not Optimum Communications, Inc.) on February 22, 2019. The report covers events occurring on February 20 and February 21, 2019, including the announcement of financial results for the quarter ended December 31, 2018, and changes to the Board of Directors.
Key Financial Metrics
The filing references a press release (Exhibit 99.1) containing the financial results for the quarter ended December 31, 2018. However, the text of this Form 8-K does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. These figures are incorporated by reference but not detailed in the provided document text.
Material Changes
Board of Directors Changes
- Resignation: Jérémy Bonnin resigned as a director effective February 20, 2019. The resignation was not due to any disagreement with the Company.
- Appointment: David Drahi was appointed as a director with immediate effect on February 20, 2019. He will serve until the 2019 annual meeting of stockholders.
- Context: Mr. Drahi was designated by A4 S.A. to fill the vacancy pursuant to a Stockholders' Agreement. He is the son of Patrick Drahi, the Company's Chairman and controlling shareholder.
- Compensation: David Drahi will not receive compensation for his service as a director but is entitled to standard indemnification and benefits for non-employee directors.
Guidance, Outlook, and Risks
The filing does not contain specific management commentary, forward-looking guidance, or risk factors within its text. It notes that the financial results and press release are not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 unless expressly incorporated by reference in another filing.
Investor Verification Checklist
- Review Exhibit 99.1 (Press Release dated February 21, 2019) for the actual financial figures for the quarter ended December 31, 2018, as they are not listed in this summary.
- Verify the terms of the Stockholders' Agreement (Exhibit 10.1) regarding the appointment rights of A4 S.A. and Next Alt S.à r.l.
- Confirm the ownership structure and related party transactions involving Patrick Drahi and his affiliates, who own over 50% of the voting power.
- Check the Company's Form 10-K/A filed on April 30, 2018, for details on director indemnification and benefits applicable to David Drahi.