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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________

FORM 10-Q

________________________________________________

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-38617

________________________________________________

img70306162_0.jpg 

 

Frontdoor, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

 

82-3871179

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

 

3400 Players Club Parkway, Memphis, Tennessee 38125

(Address of principal executive offices) (Zip Code)

901-701-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Title of Each Class

Trading Symbol

Name of Each Exchange on which Registered

Common stock, par value $0.01 per share

FTDR

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  No 

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes  No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

Large accelerated filer 

Accelerated filer 

Non-accelerated filer 

Smaller reporting company 

 

 

 

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. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  No 

As of April 26, 2024 there were 77,790,340 shares outstanding of the registrant’s common stock, par value $0.01 per share.

 

 


Frontdoor, Inc.

Quarterly Report on Form 10-Q

GLOSSARY OF TERMS AND SELECTED ABBREVIATIONS

 

In order to aid the reader, we have included certain defined terms and abbreviations used throughout this Quarterly Report on Form 10-Q as set forth below:

 

 

Term / Abbreviation

Definition

2023 Form 10-K

Frontdoor, Inc. Annual Report on Form 10-K for the year ended December 31, 2023

AOCI

Accumulated other comprehensive income or loss

ASC

FASB Accounting Standards Codification

ASU

FASB Accounting Standards Update

Credit Agreement

The agreements governing the Credit Facilities

Credit Facilities

The Term Loan Facilities together with the Revolving Credit Facility

Exchange Act

Securities Exchange Act of 1934, as amended

FASB

U.S. Financial Accounting Standards Board

Home Warranty

A home service contract, sometimes called a residential service contract, home warranty or home protection contract, provides for the repair and/or replacement of certain home systems and appliances for breakdowns that occur as a result of normal wear and tear

HVAC

Heating, ventilation and air conditioning

IRS

U.S. Internal Revenue Service

NASDAQ

Nasdaq Global Select Market

Omnibus Plan

Frontdoor, Inc. 2018 Omnibus Incentive Plan

Revolving Credit Facility

$250 million revolving credit facility effective June 17, 2021

SEC

U.S. Securities and Exchange Commission

Securities Act

Securities Act of 1933, as amended

Streem

Streem, LLC, our technology business that uses augmented reality, computer vision and machine learning to provide services

Term Loan A

$260 million term loan A facility effective June 17, 2021

Term Loan B

$380 million term loan B facility effective June 17, 2021

Term Loan Facilities

The Term Loan A together with the Term Loan B

U.S. or United States

United States of America

U.S. GAAP

Accounting principles generally accepted in the United States of America

 

In this Quarterly Report on Form 10-Q, unless the context indicates otherwise, references to “Frontdoor,” “we,” “our,” “us,” and the “company” refer to Frontdoor, Inc. and all of its subsidiaries. Frontdoor is a Delaware corporation with its principal executive offices in Memphis, Tennessee.

 

We hold various service marks, trademarks and trade names, such as Frontdoor®, American Home Shield®, HSA™, OneGuard®, Landmark Home Warranty®, Streem®, the Streem logo and the Frontdoor logo. Solely for convenience, the service marks, trademarks and trade names referred to in this Quarterly Report on Form 10-Q are presented without the SM, ®, and TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these service marks, trademarks and trade names. All service marks, trademarks and trade names appearing in this Quarterly Report on Form 10-Q are the property of their respective owners.

 

Certain amounts presented in the tables in this report are subject to rounding adjustments and, as a result, the totals in such tables may not sum.

 

 

1


TABLE OF CONTENTS

 

 

 

 

 

 

Page

 

No.

Part I. Financial Information

 

Item 1. Financial Statements (Unaudited)

 

Condensed Consolidated Statements of Operations and Comprehensive Income

3

Condensed Consolidated Statements of Financial Position

4

Condensed Consolidated Statements of Changes in Equity (Deficit)

5

Condensed Consolidated Statements of Cash Flows

6

Notes to Condensed Consolidated Financial Statements

7

Cautionary Statement Concerning Forward-Looking Statements

16

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

18

Item 3. Quantitative and Qualitative Disclosures About Market Risk

28

Item 4. Controls and Procedures

28

Part II. Other Information

28

Item 1. Legal Proceedings

28

Item 1A. Risk Factors

28

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

28

Item 6. Exhibits

29

Signature

30

 

2


PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

Frontdoor, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

(In millions, except per share data)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2024

 

 

2023

 

Revenue

 

$

 

378

 

 

$

 

367

 

Cost of services rendered

 

 

 

184

 

 

 

 

197

 

Gross Profit

 

 

 

195

 

 

 

 

170

 

Selling and administrative expenses

 

 

 

135

 

 

 

 

125

 

Depreciation and amortization expense

 

 

 

9

 

 

 

 

9

 

Restructuring charges

 

 

 

 

 

 

 

1

 

Interest expense

 

 

 

10

 

 

 

 

10

 

Interest and net investment income

 

 

 

(5

)

 

 

 

(3

)

Income before Income Taxes

 

 

 

45

 

 

 

 

29

 

Provision for income taxes

 

 

 

11

 

 

 

 

7

 

Net Income

 

$

 

34

 

 

$

 

22

 

 

 

 

 

 

 

 

 

 

Other Comprehensive Income (Loss), Net of Income Taxes:

 

 

 

 

 

 

 

 

Unrealized gain (loss) on derivative instruments, net of income taxes

 

 

 

2

 

 

 

 

(2

)

Total Other Comprehensive Income (Loss), Net of Income Taxes

 

 

 

2

 

 

 

 

(2

)

Comprehensive Income

 

$

 

35

 

 

$

 

20

 

 

 

 

 

 

 

 

 

 

Earnings per Share:

 

 

 

 

Basic

$

 

0.43

 

 

$

 

0.27

 

Diluted

$

 

0.43

 

 

$

 

0.27

 

 

 

 

 

 

 

 

 

 

Weighted-average Common Shares Outstanding:

 

 

 

 

 

 

 

 

Basic

 

 

 

78.3

 

 

 

 

81.5

 

Diluted

 

 

 

79.0

 

 

 

 

81.9

 

 

See the accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited).

 

3


Frontdoor, Inc.

Condensed Consolidated Statements of Financial Position (Unaudited)

(In millions, except share data)

 

 

 

As of

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Assets:

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

 

378

 

 

$

 

325

 

Receivables, less allowance of $4 and $5, respectively

 

 

 

4

 

 

 

 

6

 

Prepaid expenses and other current assets

 

 

 

30

 

 

 

 

32

 

Total Current Assets

 

 

 

412

 

 

 

 

363

 

Other Assets:

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

 

64

 

 

 

 

60

 

Goodwill

 

 

 

503

 

 

 

 

503

 

Intangible assets, net

 

 

 

143

 

 

 

 

143

 

Operating lease right-of-use assets

 

 

 

7

 

 

 

 

3

 

Deferred customer acquisition costs

 

 

 

11

 

 

 

 

12

 

Other assets

 

 

 

6

 

 

 

 

5

 

Total Assets

 

$

 

1,146

 

 

$

 

1,089

 

Liabilities and Shareholders' Equity:

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

 

70

 

 

$

 

76

 

Accrued liabilities:

 

 

 

 

 

 

 

 

Payroll and related expenses

 

 

 

18

 

 

 

 

38

 

Home warranty claims

 

 

 

64

 

 

 

 

76

 

Other

 

 

 

33

 

 

 

 

22

 

Deferred revenue

 

 

 

158

 

 

 

 

102

 

Current portion of long-term debt

 

 

 

17

 

 

 

 

17

 

Total Current Liabilities

 

 

 

360

 

 

 

 

331

 

Long-Term Debt

 

 

 

573

 

 

 

 

577

 

Other Long-Term Liabilities:

 

 

 

 

 

 

 

 

Deferred tax liabilities, net

 

 

 

25

 

 

 

 

25

 

Operating lease liabilities

 

 

 

20

 

 

 

 

16

 

Other long-term liabilities

 

 

 

5

 

 

 

 

5

 

Total Other Long-Term Liabilities

 

 

 

51

 

 

 

 

46

 

Commitments and Contingencies (Note 7)

 

 

 

 

 

 

 

 

Shareholders' Equity:

 

 

 

 

 

 

 

 

Common stock, $0.01 par value; 2,000,000,000 shares authorized; 86,871,669 shares issued and 78,296,296 shares outstanding as of March 31, 2024 and 86,553,387 shares issued and 78,378,511 shares outstanding as of December 31, 2023

 

 

 

1

 

 

 

 

1

 

Additional paid-in capital

 

 

 

120

 

 

 

 

117

 

Retained earnings

 

 

 

330

 

 

 

 

296

 

Accumulated other comprehensive income

 

 

 

7

 

 

 

 

6

 

Less treasury stock, at cost; 8,575,373 shares as of March 31, 2024 and 8,174,876 shares as of December 31, 2023

 

 

 

(296

)

 

 

 

(283

)

Total Shareholders' Equity

 

 

 

162

 

 

 

 

136

 

Total Liabilities and Shareholders' Equity

 

$

 

1,146

 

 

$

 

1,089

 

 

See the accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited).

 

4


Frontdoor, Inc.

Condensed Consolidated Statement of Changes in Equity (Unaudited)

(In millions)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2024

 

 

2023

 

Common Stock:

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

 

1

 

 

$

 

1

 

Balance at end of period

 

 

 

1

 

 

 

 

1

 

Additional Paid-in Capital:

 

 

 

 

 

 

 

 

Balance at beginning of period

 

 

 

117

 

 

 

 

90

 

Stock-based compensation expense

 

 

 

7

 

 

 

 

5

 

Taxes paid related to net share settlement of equity awards

 

 

 

(4

)

 

 

 

(3

)

Balance at end of period

 

 

 

120

 

 

 

 

92

 

Retained Earnings:

 

 

 

 

 

 

 

 

Balance at beginning of period

 

 

 

296

 

 

 

 

124

 

Net income

 

 

 

34

 

 

 

 

22

 

Balance at end of period

 

 

 

330

 

 

 

 

146

 

Accumulated Other Comprehensive Income (Loss):

 

 

 

 

 

 

 

 

Balance at beginning of period

 

 

 

6

 

 

 

 

8

 

Other comprehensive income (loss), net of tax

 

 

 

2

 

 

 

 

(2

)

Balance at end of period

 

 

 

7

 

 

 

 

6

 

Treasury Stock:

 

 

 

 

 

 

 

 

Balance at beginning of period

 

 

 

(283

)

 

 

 

(162

)

Repurchase of common stock

 

 

 

(13

)

 

 

 

 

Balance at end of period

 

 

 

(296

)

 

 

 

(162

)

Total Shareholders' Equity

 

$

 

162

 

 

$

 

83

 

 

See the accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited).

 

5


 

Frontdoor, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In millions)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2024

 

 

2023

 

Cash and Cash Equivalents at Beginning of Period

 

$

 

325

 

 

$

 

292

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

Net Income

 

 

 

34

 

 

 

 

22

 

Adjustments to reconcile net income to net cash provided from operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

 

9

 

 

 

 

9

 

Deferred income tax benefit

 

 

 

 

 

 

 

(2

)

Stock-based compensation expense

 

 

 

7

 

 

 

 

5

 

Restructuring charges

 

 

 

 

 

 

 

1

 

Payments for restructuring charges

 

 

 

(1

)

 

 

 

(1

)

Other

 

 

 

1

 

 

 

 

 

Changes in working capital:

 

 

 

 

 

 

 

 

Receivables

 

 

 

1

 

 

 

 

(1

)

Prepaid expenses and other current assets

 

 

 

2

 

 

 

 

(6

)

Accounts payable

 

 

 

(7

)

 

 

 

2

 

Deferred revenue

 

 

 

57

 

 

 

 

46

 

Accrued liabilities

 

 

 

(31

)

 

 

 

(24

)

Current income taxes

 

 

 

11

 

 

 

 

9

 

Net Cash Provided from Operating Activities

 

 

 

84

 

 

 

 

60

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

 

(10

)

 

 

 

(8

)

Net Cash Used for Investing Activities

 

 

 

(10

)

 

 

 

(8

)

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

Repayments of debt

 

 

 

(4

)

 

 

 

(4

)

Repurchase of common stock

 

 

 

(13

)

 

 

 

 

Other financing activities

 

 

 

(4

)

 

 

 

(3

)

Net Cash Used for Financing Activities

 

 

 

(21

)

 

 

 

(7

)

Cash Increase During the Period

 

 

 

53

 

 

 

 

45

 

Cash and Cash Equivalents at End of Period

 

$

 

378

 

 

$

 

337

 

 

See the accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited).

 

 

6


 

Frontdoor, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

Note 1. Description of Business

 

Frontdoor is the leading provider of home warranties in the United States, as measured by revenue, and operates primarily under the American Home Shield brand. Our customizable home warranties help customers protect and maintain their homes, typically their most valuable asset, from costly and unplanned breakdowns of essential home systems and appliances. Our home warranty customers usually subscribe to an annual service plan agreement that covers the repair or replacement of major components of more than 20 home systems and appliances, including electrical, plumbing, HVAC systems, water heaters, refrigerators, dishwashers and ranges/ovens/cooktops, as well as optional coverages for electronics, pools, spas and pumps. Frontdoor also provides on-demand home services and a one-stop app experience for home repair and maintenance. Enabled by our Streem technology, the app empowers homeowners by connecting them in real time through video chat with qualified experts to diagnose and solve their problems. As of March 31, 2024, we had 2.0 million active home warranties across all brands in the United States.

 

f

Note 2. Significant Accounting Policies

Our significant accounting policies are described in Note 2 to the audited consolidated financial statements included in our 2023 Form 10-K. There have been no material changes to our significant accounting policies during the three months ended March 31, 2024.

Basis of Presentation

We recommend that the accompanying condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in our 2023 Form 10-K. The accompanying condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for the fair presentation of our financial position, results of operations and cash flows for the interim periods presented. The results of operations for any interim period are not necessarily indicative of the results that might be achieved for the respective full year.

Newly Issued Accounting Standards

In 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and the guidance should be applied retrospectively to all periods presented in the financial statements, unless it is impracticable. We intend to adopt the provisions of this guidance in conjunction with our 2024 Annual Report on Form 10-K for the year ended December 31, 2024. We are currently evaluating the impact of this ASU on our consolidated financial statements and related disclosures.

In 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), which improves income tax disclosure requirements, primarily through enhanced disclosures related to the rate reconciliation and income taxes paid information. This guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted, and the guidance should be applied on a prospective basis. Retrospective application is permitted. We intend to adopt the provisions of this guidance in conjunction with our 2024 Annual Report on Form 10-K for the year ended December 31, 2024. We are currently evaluating the impact of this ASU on our consolidated financial statements and related disclosures.

 

 

7


 

Note 3. Revenue

The majority of our revenue is generated from annual home warranty contracts entered into with our customers. Home warranty contracts are typically one year in duration. We derive substantially all of our revenue from customers in the United States.

We disaggregate revenue from contracts with customers into major customer acquisition channels. We determined that disaggregating revenue into these categories depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Revenue by major customer acquisition channel is as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

(In millions)

 

2024

 

 

2023

 

Renewals

 

$

 

298

 

 

$

 

278

 

Real estate(1)

 

 

 

27

 

 

 

 

33

 

Direct-to-consumer(1)

 

 

 

36

 

 

 

 

44

 

Other

 

 

 

17

 

 

 

 

11

 

Total

 

$

 

378

 

 

$

 

367

 

 

(1)
First-year revenue only.

Our home warranty contracts have one performance obligation, which is to provide for the repair or replacement of essential home systems and appliances, as applicable per the contract. We recognize revenue at the agreed upon contractual amount over time using the input method in proportion to the costs expected to be incurred in performing services under the contracts. Those costs bear a direct relationship to the fulfillment of our obligations under the contracts and are representative of the relative fair value of the services provided to the customer. As the costs to fulfill the obligations of the home warranties are incurred on an other-than-straight-line basis, we utilize historical evidence to estimate the expected claims expense and related timing of such costs and make a corresponding adjustment each period to the timing of our related revenue recognition. This adjustment to the straight-line revenue creates a contract asset or contract liability, as described under the heading “Contract Assets and Liabilities” below. We regularly review our estimates of claims costs and adjust these estimates when appropriate.

Renewals

Revenue from customer renewals of home warranty contracts, which were previously initiated in the real estate or direct-to-consumer channel are classified as renewal revenue above. Renewals relate to consecutive contract periods and take place at the end of the first year of a real estate or direct-to-consumer home warranty contract. Customer payments for renewals are primarily received in installments over the new contract period.

Real estate

Real estate home warranties are sold through annual contracts which occur in connection with a real estate sale. These plans are typically paid in full at closing on the real estate transaction. First-year revenue from the real estate channel is classified as real estate above. At the option of the customer, upon renewal of the contract, the future revenue derived from home warranties sold in this channel is classified as renewal revenue as described above.

Direct-to-consumer

Direct-to-consumer home warranties are sold through annual contracts which occur in response to our marketing efforts. Customer payments for direct-to-consumer sales are primarily received in installments over the contract period. First-year revenue from the direct-to-consumer channel is classified as direct-to-consumer above. At the option of the customer, upon renewal of the contract, the future revenue derived from home warranties sold in this channel is classified as renewal revenue as described above.

Other

Other revenue primarily includes revenue generated by on-demand home services, as well as administrative fees and ancillary services attributable to our home warranty contracts.

 

8


 

Deferred Customer Acquisition Costs

We capitalize the incremental costs of obtaining a contract with a customer and recognize the related expense using the input method in proportion to the costs expected to be incurred in performing services under the contract, over the expected customer relationship period. Deferred customer acquisition costs were $11 million and $12 million as of March 31, 2024 and December 31, 2023, respectively. Amortization of deferred customer acquisition costs was $3 million and $4 million for the three months ended March 31, 2024 and 2023, respectively. There were no impairment losses related to these capitalized costs during the three months ended March 31, 2024 and 2023.

Receivables, Less Allowance

We record a receivable due from customers once we have an unconditional right to invoice and receive payment in the future related to the services provided and anticipate the collection of amounts due to us. Contracts for home warranties may be invoiced upfront or monthly in straight-line installment payments over the contract period. The payment terms are determined prior to the execution of the contract.

Contract Assets and Liabilities

Contract assets arise when we recognize revenue for our home warranty contracts prior to a customer being invoiced. These timing differences are created when the recognition of revenue in proportion to the costs expected to be incurred in performing the services under the contract are accelerated as compared to the recognition of revenue on a straight-line basis over the contract period. There were no contract assets as of March 31, 2024.

Our contract liabilities consist of deferred revenue which is recognized when cash payments are received in advance of the performance of services, including when the amounts are refundable. Amounts are recognized as revenue in proportion to the costs expected to be incurred in performing services under our contracts.

A summary of the changes in deferred revenue for the three months ended March 31, 2024 is as follows:

 

(In millions)

 

 

 

Balance at December 31, 2023

 

$

 

102

 

Deferral of revenue

 

 

 

104

 

Recognition of deferred revenue

 

 

 

(47

)

Balance at March 31, 2024

 

$

 

158

 

 

There was approximately $41 million during the three months ended March 31, 2024 that was included in the deferred revenue balance as of December 31, 2023.

Note 4. Goodwill and Intangible Assets

Goodwill and indefinite-lived intangible assets are not amortized and are subject to assessment for impairment on an annual basis, or more frequently if circumstances indicate a potential impairment. We perform our annual assessment for impairment on October 1 of every year.

The balance of goodwill was $503 million as of March 31, 2024 and December 31, 2023. There were no goodwill impairment charges recorded in the three months ended March 31, 2024.

 

9


 

The following table provides a summary of the components of our intangible assets:

 

 

 

As of March 31, 2024

 

 

As of December 31, 2023

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

(In millions)

 

Gross

 

 

Amortization

 

 

Net

 

 

Gross

 

 

Amortization

 

 

Net

 

Trade names(1)

 

$

 

141

 

 

$

 

 

 

$

 

141

 

 

$

 

141

 

 

$

 

 

 

$

 

141

 

Customer relationships

 

 

 

173

 

 

 

 

(173

)

 

 

 

 

 

 

 

173

 

 

 

 

(173

)

 

 

 

 

Developed technology

 

 

 

19

 

 

 

 

(17

)

 

 

 

2

 

 

 

 

19

 

 

 

 

(17

)

 

 

 

2

 

Other

 

 

 

32

 

 

 

 

(32

)

 

 

 

 

 

 

 

32

 

 

 

 

(32

)

 

 

 

 

Total

 

$

 

365

 

 

$

 

(222

)

 

$

 

143

 

 

$

 

365

 

 

$

 

(221

)

 

$

 

143

 

 

(1)
Not subject to amortization.

Amortization expense was $1 million for each of the three months ended March 31, 2024 and 2023. There were no intangible asset impairment charges for the three months ended March 31, 2024 and 2023.

Note 5. Leases

We have operating leases primarily for our corporate headquarters located in Memphis, Tennessee, a collaboration center located in Scottsdale, Arizona and a technology collaboration center in Pune, India. We also continue to lease certain office space in other geographies, which we have either exited or subleased. Our leases have remaining lease terms ranging from less than one year to 11 years, some of which include options to extend the leases for up to five years.

 

The weighted-average remaining lease term and weighted-average discount rate related to our operating leases are as follows:

 

 

 

As of

 

 

March 31,

 

December 31,

 

 

2024

 

2023

Weighted-average remaining lease term (years)

 

 

9

 

 

 

 

9

 

 

Weighted-average discount rate

 

 

6.4

 

%

 

 

6.5

 

%

 

We recognized operating lease expense of less than $1 million and $1 million for the three months ended March 31, 2024 and 2023, respectively. These expenses are included in selling and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income.

 

Supplemental balance sheet information related to our operating lease liabilities is as follows:

 

 

 

As of

 

 

 

March 31,

 

 

December 31,

 

(In millions)

 

2024

 

 

2023

 

Other accrued liabilities

 

$

 

2

 

 

$

 

2

 

Operating lease liabilities

 

 

 

20

 

 

 

 

16

 

Total operating lease liabilities

 

$

 

23

 

 

$

 

18

 

 

Supplemental cash flow information related to our operating leases is as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

(In millions)

 

2024

 

 

2023

 

Cash paid on operating lease liabilities(1)

 

$

 

1

 

 

$

 

1

 

Right-of-use assets obtained in exchange for lease obligations

 

 

 

6

 

 

 

 

 

 

(1)
Amount is presented net of cash provided from sublease income.

 

In conjunction with the operating lease of our collaboration center located in Scottsdale, Arizona, we recognized a $2 million tenant improvement allowance as of March 31, 2024, which is a non-cash investing activity.

 

 

10


 

The following table presents the maturities of our operating lease liabilities as of March 31, 2024:

 

(In millions)

 

 

 

 

2024 (remainder)(1)

 

$

 

2

 

2025(1)

 

 

 

2

 

2026(1)

 

 

 

3

 

2027

 

 

 

4

 

2028

 

 

 

3

 

2029

 

 

 

2

 

Thereafter

 

 

 

12

 

Total future lease payments(1)

 

 

 

28

 

Less imputed interest

 

 

 

(7

)

Total operating lease liabilities(1)

 

$

 

20

 

 

(1)
Amount is presented net of future sublease income totaling $3 million, which relates to the remainder of the year ending December 31, 2024 and the years ending December 31, 2025 through December 31, 2026.

 

 

Note 6. Income Taxes

 

We are subject to taxation in the United States, various states and foreign jurisdictions. Substantially all of our income before income taxes for the three months ended March 31, 2024 and 2023 was generated in the United States.

 

We compute interim period income taxes by applying an anticipated annual effective tax rate to our year-to-date income or loss from operations before income taxes, except for significant unusual or infrequently occurring items. As a result, our estimated tax rate is adjusted each quarter. The effective tax rate on income before income taxes was 24.4 percent and 25.2 percent for the three months ended March 31, 2024 and 2023. The decrease in the effective tax rate for the three months ended March 31, 2024 compared to 2023 was primarily due to the impact of share-based awards, offset, in part, by a decrease in income tax credits.

Note 7. Commitments and Contingencies

 

Accruals for home warranty claims are made using internal actuarial projections, which are based on current claims and historical claims experience. Accruals are established based on estimates of the ultimate cost to settle claims. Home warranty claims take approximately three months to settle, on average, and substantially all claims are settled within six months of incurrence. The amount of time required to settle a claim can vary based on a number of factors, including whether a replacement is ultimately required. In addition to our estimates, we engage a third-party actuary to perform an accrual analysis utilizing generally accepted actuarial methods that incorporate cumulative historical claims experience and information provided by us. We regularly review our estimates of claims costs along with the third-party analysis and adjust our estimates when appropriate. We believe that utilizing actuarial methods in our estimation process to account for these liabilities provides a consistent and effective way to measure these judgmental accruals.

 

We have certain liabilities with respect to existing or potential claims, lawsuits and other proceedings. We accrue for these liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Any resulting adjustments, which could be material, are recorded in the period the adjustments are identified.

 

Due to the nature of our business activities, we are also at times subject to pending and threatened legal and regulatory actions that arise out of the ordinary course of business. In the opinion of management, based in part upon advice of legal counsel, the disposition of any such matters is not expected, individually or in the aggregate, to have a material adverse effect on our business, financial position, results of operations or cash flows. However, the results of legal actions cannot be predicted with certainty. Therefore, it is possible that our business, financial position, results of operations or cash flows could be materially adversely affected in any particular period by the unfavorable resolution of one or more legal actions.

 

Note 8. Stock-Based Compensation

 

We recognized stock-based compensation expense of $7 million ($6 million, net of tax) and $5 million ($4 million, net of tax) for the three months ended March 31, 2024 and 2023, respectively. These charges are included in selling and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income.

 

 

11


 

A summary of awards granted under the Omnibus Plan during the three months ended March 31, 2024 is as follows:

 

 

 

 

 

 

Weighted-

 

 

Weighted-

 

 

Weighted-

 

 

 

Number of

 

 

Average

 

 

Average

 

 

Average

 

 

 

Awards

 

 

Exercise

 

 

Grant Date

 

 

Vesting

 

 

 

Granted

 

 

Price

 

 

Fair Value

 

 

Period

 

Stock options

 

 

566,843

 

 

 

31.95

 

 

 

14.81

 

 

 

4.0

 

Restricted stock units

 

 

797,261

 

 

 

 

 

 

31.95

 

 

 

3.0

 

Performance shares(1)

 

 

217,527

 

 

 

 

 

 

31.95

 

 

 

3.0

 

 

 

(1)
The information related to performance shares above assumes 100% of the performance condition, which is based on revenue and Adjusted EBITDA targets, is met. The ultimate number of performance shares that may be earned depends on the achievement of this performance condition.

 

As of March 31, 2024, there was $61 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options, performance options, restricted stock units (“RSUs”) and performance shares. These costs are expected to be recognized over a weighted-average period of 2.63 years.

Note 9. Long-Term Debt

 

Long-term debt is summarized in the following table:

 

 

 

As of

 

 

 

March 31,

 

 

December 31,

 

(In millions)

 

2024

 

 

2023

 

Term Loan A maturing in 2026(1)

 

$

 

223

 

 

$

 

226

 

Term Loan B maturing in 2028(2)

 

 

 

366

 

 

 

 

367

 

Revolving Credit Facility maturing in 2026

 

 

 

 

 

 

 

 

Total debt

 

 

 

589

 

 

 

 

593

 

Less current portion

 

 

 

(17

)

 

 

 

(17

)

Total long-term debt

 

$

 

573

 

 

$

 

577

 

 

(1)
Term Loan A is presented net of unamortized debt issuance costs of $1 million as of March 31, 2024 and December 31, 2023.
(2)
Term Loan B is presented net of unamortized debt issuance costs of $2 million as of March 31, 2024 and December 31, 2023 and unamortized discount of $1 million as of March 31, 2024 and December 31, 2023.

 

As of March 31, 2024, we had $2 million of letters of credit outstanding under our $250 million Revolving Credit Facility, and the available borrowing capacity under the Revolving Credit Facility was $248 million. As of March 31, 2024, we were in compliance with the covenants under the Credit Agreement.

 

Scheduled Debt Payments

 

The following table presents future scheduled debt payments as of March 31, 2024:

 

(In millions)

 

 

 

 

2024 (remainder)

 

$

 

13

 

2025

 

 

 

17

 

2026

 

 

 

205

 

2027

 

 

 

4

 

2028

 

 

 

355

 

Total future scheduled debt payments

 

 

 

594

 

Less unamortized debt issuance costs

 

 

 

(3

)

Less unamortized discount

 

 

 

(1

)

Total debt

 

$

 

589

 

 

 

12


 

Note 10. Supplemental Cash Flow Information

 

Supplemental information relating to our accompanying condensed consolidated statements of cash flows is as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

(In millions)

 

2024

 

 

2023

 

Cash paid for (received from):

 

 

 

 

 

 

 

 

Interest expense

 

$

 

9

 

 

$

 

9

 

Interest income

 

 

 

(5

)

 

 

 

(3

)

Income tax payments, net of refunds

 

 

 

 

 

 

 

 

 

Note 11. Comprehensive Income (Loss)

 

Comprehensive income (loss) consists of net income (loss) and the unrealized gains (losses) on our derivative instrument. We disclose comprehensive income (loss) in the accompanying condensed consolidated statements of operations and comprehensive income and condensed consolidated statements of changes in equity.

 

A summary of the changes in AOCI is as follows:

 

Balance at December 31, 2023

 

$

 

6

 

Other comprehensive income before reclassifications:

 

 

 

 

Pre-tax amount

 

 

 

4

 

Tax provision

 

 

 

1

 

After-tax amount

 

 

 

3

 

Amounts reclassified from AOCI (1)

 

 

 

(2

)

Total other comprehensive income

 

 

 

2

 

Balance at March 31, 2024

 

$

 

7

 

 

 

(1)
Amounts are net of income taxes. See the table below on reclassifications out of AOCI for additional information.

 

A summary of reclassifications out of AOCI is as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

(In millions)

 

2024

 

 

2023

 

Gain on interest rate swap contract(1)

 

$

 

2

 

 

$

 

1

 

Impact of income taxes (2)

 

 

 

 

 

 

 

 

Total reclassifications during the period

 

$

 

2

 

 

$

 

1

 

 

 

(1)
Included in interest expense in the accompanying condensed consolidated statements of operations and comprehensive income.
(2)
Included in provision for income taxes in the accompanying condensed consolidated statements of operations and comprehensive income.

Note 12. Derivative Financial Instruments

 

We currently use a derivative financial instrument to manage risks associated with changes in interest rates by hedging the interest payments on a portion of our variable rate debt through the use of an interest rate swap contract. We do not hold or issue derivative financial instruments for trading or speculative purposes. In designating derivative financial instruments as hedging instruments under accounting standards for derivative instruments, we formally document the relationship between the hedging instrument and the hedged item, as well as the risk management objective and strategy for the use of the hedging instrument. This documentation includes linking the derivatives to forecasted transactions. We assess at the time a derivative contract is entered into, and at least quarterly thereafter, whether the derivative item is effective in offsetting the projected cash flows of the associated forecasted transaction.

 

Our interest rate swap contract is classified as a cash flow hedge, and, as such, it is recorded in the accompanying condensed consolidated statements of financial position as either an asset or liability at fair value, with changes in fair value recorded in AOCI. Cash flows related to the interest rate swap contract are classified as operating activities in the accompanying condensed consolidated statements of cash flows.

 

13


 

The effective portion of the gain or loss on our interest rate swap contract is recorded in AOCI. These amounts are reclassified into earnings in the same period or periods during which the hedged forecasted debt interest settlement affects earnings. See Note 11 to the accompanying condensed consolidated financial statements for the effective portion of the gain or loss on derivative instruments recorded in AOCI and for the amounts reclassified out of AOCI and into earnings during the periods presented. As the underlying forecasted transactions occur during the next 12 months, we estimate the unrealized hedging gain in AOCI expected to be recognized in earnings is $5 million, net of tax, as of March 31, 2024. The amounts ultimately reclassified into earnings during the next 12 months will be determined based on the actual interest rates in effect at the time the positions are settled, and as a result, they could differ materially from our estimate noted above.

Note 13. Fair Value Measurements

We estimate fair value at a price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market for the asset or liability. The valuation techniques require inputs that we categorize into a three-level hierarchy, from highest to lowest level of observable inputs, as follows: unadjusted quoted prices for identical assets or liabilities in active markets ("Level 1"); direct or indirect observable inputs, including quoted prices or other market data, for similar assets or liabilities in active markets or identical assets or liabilities in less active markets ("Level 2"); and unobservable inputs that require significant judgment for which there is little or no market data ("Level 3"). When multiple input levels are required for a valuation, we categorize the entire fair value measurement according to the lowest level of input that is significant to the measurement, even though we may have also utilized significant inputs that are more readily observable.

The period-end carrying amounts of cash and cash equivalents, receivables, accounts payable and accrued liabilities approximate their fair values due to the short-term maturities of these financial instruments. As of March 31, 2024 and December 31, 2023, the carrying amounts of our total debt were $589 million and $593 million, respectively, and the estimated fair values were $592 million and $598 million, respectively. The fair value of our debt was estimated based on available market prices for the same or similar instruments that are considered significant other observable inputs (Level 2) within the fair value hierarchy and was based on information available to us as of the respective period end dates.

We determine the fair value of our interest rate swap contract using a forward interest rate curve obtained from a third-party market data provider. The fair value of the contract is the sum of the expected future settlements between the contract counterparties, discounted to present value. The expected future settlements are determined by comparing the contract interest rate to the expected forward interest rate as of each settlement date and applying the difference between these two rates to the notional amount of debt in the interest rate swap contract.

We did not change our valuation techniques for measuring the fair value of any financial assets and liabilities during the three months ended March 31, 2024. Transfers between hierarchy levels, if any, are recognized at the end of the reporting period. There were no transfers between hierarchy levels during the three months ended March 31, 2024.

Our interest rate swap contract is currently our only financial instrument remeasured at fair value on a recurring basis. A summary of the carrying value and fair value of this financial instrument is as follows:

 

 

 

 

 

 

Estimated Fair Value Measurements

 

 

 

 

 

 

Quoted

 

 

Significant

 

 

 

 

 

 

 

 

 

Prices

 

 

Other

 

 

Significant

 

 

 

 

 

 

in Active

 

 

Observable

 

 

Unobservable

 

 

 

Carrying

 

 

Markets

 

 

Inputs

 

 

Inputs

 

(In millions)

 

Value

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

As of March 31, 2024:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prepaid expenses and other current assets

 

$

 

6

 

 

$

 

 

 

$

 

6

 

 

$

 

 

Other assets

 

 

 

3

 

 

 

 

 

 

 

 

3

 

 

 

 

 

Total assets

 

$

 

9

 

 

$

 

 

 

$

 

9

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2023:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prepaid expenses and other current assets

 

$

 

5

 

 

$

 

 

 

$

 

5

 

 

$

 

 

Other assets

 

 

 

2

 

 

 

 

 

 

 

 

2

 

 

 

 

 

Total assets

 

$

 

7

 

 

$

 

 

 

$

 

7

 

 

$

 

 

 

 

14


 

Note 14. Share Repurchase Program

 

On September 7, 2021, we announced a three-year repurchase authorization of up to $400 million of outstanding shares of our common stock over the three-year period from September 3, 2021 through September 3, 2024. As of March 31, 2024, we have repurchased a total of 8,483,316 outstanding shares at a cost of $294 million, which is included in treasury stock on the accompanying condensed consolidated statements of financial position, and we had $106 million remaining available for future repurchases under this program.

 

A summary of repurchases of outstanding shares is as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

(In millions, except per share data)

 

2024

 

 

2023

 

Number of shares purchased

 

 

 

400,497

 

 

 

 

 

Average price paid per share(1)

 

$

 

31.21

 

 

$

 

 

Cost of shares purchased(1)

 

$

 

12

 

 

$

 

 

 

(1)
The average price paid per share and the cost of shares purchased are calculated on a trade date basis and exclude associated commissions and taxes of less than $1 million for the three months ended March 31, 2024.

 

Note 15. Earnings Per Share

 

Basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, increased to include the number of shares of common stock that would have been outstanding had potentially dilutive shares of common stock been issued. The dilutive effect of stock options, performance options, RSUs, performance shares and restricted stock awards ("RSAs") are reflected in diluted earnings per share by applying the treasury stock method.

 

A summary of the calculations of our basic and diluted earnings per share is as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

(In millions, except per share data)

 

2024

 

 

2023

 

Net Income

 

$

 

34

 

 

$

 

22

 

Weighted-average common shares outstanding:

 

 

 

78.3

 

 

 

 

81.5

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

RSUs(1)

 

 

 

0.7

 

 

 

 

0.4

 

Stock options(2)

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding - assuming dilution:

 

 

 

79.0

 

 

 

 

81.9

 

Basic earnings per share

 

$

 

0.43

 

 

$

 

0.27

 

Diluted earnings per share

 

$

 

0.43

 

 

$

 

0.27

 

 

(1)
RSUs of 62,764 shares and 510,116 shares for the three months ended March 31, 2024 and 2023, respectively, were not included in the diluted earnings per share calculation because their effect would have been anti-dilutive.
(2)
Stock options to purchase 1,072,170 shares and 1,114,819 shares for the three months ended March 31, 2024 and 2023, respectively, were not included in the diluted earnings per share calculation because their effect would have been anti-dilutive. Performance options to purchase 591,420 shares and 258,596 shares for the three months ended March 31, 2024 and 2023, respectively, were not included in the diluted earnings per share calculation because their effect would have been anti-dilutive.

 

15


 

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, regarding business strategies, market potential, future financial performance and other matters. The words “believe,” “expect,” “estimate,” “could,” “should,” “intend,” “may,” “plan,” “seek,” “anticipate,” “project,” “will,” “shall,” “would,” “aim,” and similar expressions, among others, generally identify “forward-looking statements,” which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of our management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Whether any such forward-looking statements are in fact achieved will depend on future events, some of which are beyond our control.

 

You should read this Quarterly Report on Form 10-Q completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements made in this report are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this report, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, and changes in future operating results over time or otherwise. For a discussion of other important factors that could cause our results to differ materially from those expressed in, or implied by, the forward-looking statements included in this report, you should refer to the risks and uncertainties detailed from time to time in our periodic reports filed with the SEC, including the risk factors discussed in Part I, Item 1A. “Risk Factors” in our 2023 Form 10-K.

 

SUMMARY OF MATERIAL RISKS

 

Factors, risks, trends and uncertainties that make an investment in us speculative or risky and that could cause actual results or events to differ materially from those anticipated in our forward-looking statements include the matters described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this report as well as Item 1A. Risk Factors in our 2023 Form 10-K filed with the SEC, in addition to the following other factors, risks, trends and uncertainties:

changes in macroeconomic conditions, including inflation and global supply chain challenges, especially as they may affect existing home sales, interest rates, consumer confidence or labor availability;
our ability to successfully implement our business strategies;
the ability of our marketing efforts to be successful and cost-effective;
our dependence on our first-year real estate and direct-to-consumer acquisition channels and our renewal channel;
changes in the source and intensity of competition in our market;
our ability to attract, retain and maintain positive relations with third-party contractors and vendors;
increases in parts, appliance and home system prices, and other operating costs;
our ability to attract and retain qualified key employees and labor availability in our customer service operations;
our dependence on third-party vendors, including business process outsourcers, and third-party component suppliers;
cybersecurity breaches, disruptions or failures in our technology systems;
our ability to protect the security of personal information about our customers;
compliance with, or violation of, laws and regulations, including consumer protection laws, or lawsuits or other claims by third parties, increasing our legal and regulatory expenses;
evolving corporate governance and disclosure regulations and expectations related to environmental, social and governance matters;
physical effects of climate change, including adverse weather conditions and Acts of God, along with the increased focus on sustainability;
increases in tariffs or changes to import/export regulations;
our ability to protect our intellectual property and other material proprietary rights;
negative reputational and financial impacts resulting from acquisitions or strategic transactions;
a requirement to recognize impairment charges;
third-party use of our trademarks as search engine keywords to direct our potential customers to their own websites;
inappropriate use of social media by us or other parties to harm our reputation; special risks applicable to operations outside the United States by us or our business process outsource providers;

 

16


 

a return on investment in our common stock is dependent on appreciation in the price;
inclusion in our certificate of incorporation includes a forum selection clause that could discourage an acquisition of our company or litigation against us and our directors and officers;
the effects of our significant indebtedness, our ability to incur additional debt and the limitations contained in the agreements governing such indebtedness;
increases in interest rates increasing the cost of servicing our indebtedness and counterparty credit risk due to instruments designed to minimize exposure to market risks;
increased borrowing costs due to lowering or withdrawal of the credit ratings, outlook or watch assigned to us, our debt securities or our Credit Facilities;
our ability to generate the significant amount of cash needed to fund our operations and service our debt obligations; and
other factors described in this report and from time to time in documents that we file with the SEC.

 

Available Information

 

Our corporate website address is www.frontdoorhome.com. We use our website as a channel of distribution for company information. We will make available free of charge on the Investor section of our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. We also make available through our corporate website other reports filed with or furnished to the SEC under the Exchange Act, including our proxy statements and reports filed by officers and directors under Section 16(a) of the Exchange Act, as well as our Code of Conduct and Financial Code of Ethics. Financial and other material information regarding Frontdoor is routinely posted on our website and is readily accessible. We do not intend for information contained on our website to be part of this Quarterly Report on Form 10-Q.

 

17


 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following information should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q, the audited consolidated financial statements and related notes thereto included in our 2023 Form 10-K and with the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Form 10-K. The cautionary statements discussed in “Cautionary Statement Concerning Forward-Looking Statements” and elsewhere in this report should be read as applying to all forward-looking statements wherever they appear in this report. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed below and elsewhere in this report, particularly in “Cautionary Statement Concerning Forward-Looking Statements” as well as the risk factors discussed in Part I, Item 1A. “Risk Factors” in our 2023 Form 10-K.

 

Overview

 

Frontdoor is the leading provider of home warranties in the United States, as measured by revenue, and operates primarily under the American Home Shield brand. Our customizable home warranties help customers protect and maintain their homes, typically their most valuable asset, from costly and unplanned breakdowns of essential home systems and appliances. Our home warranty customers usually subscribe to an annual service plan agreement that covers the repair or replacement of major components of more than 20 home systems and appliances, including electrical, plumbing, HVAC systems, water heaters, refrigerators, dishwashers and ranges/ovens/cooktops, as well as optional coverages for electronics, pools, spas and pumps. Frontdoor also provides on-demand home services and a one-stop app experience for home repair and maintenance. Enabled by our Streem technology, the app empowers homeowners by connecting them in real time through video chat with qualified experts to diagnose and solve their problems. As of March 31, 2024, we had 2.0 million active home warranties across all brands in the United States.

 

For the three months ended March 31, 2024 and 2023, we generated revenue, net income and Adjusted EBITDA of $378 million, $34 million and $71 million, respectively, and $367 million, $22 million and $54 million, respectively. For a reconciliation of Adjusted EBITDA to net income, see “—Results of Operations—Adjusted EBITDA.”

 

For the three months ended March 31, 2024, our total operating revenue included 79 percent of revenue derived from existing customer renewals, while seven percent and nine percent were derived from new home warranty sales made in conjunction with existing home real estate transactions and direct-to-consumer sales, respectively, and five percent was derived from other revenue channels. For the three months ended March 31, 2023, our total operating revenue included 76 percent of revenue derived from existing customer renewals, while nine percent and 12 percent were derived from new home service plan sales made in conjunction with existing home real estate transactions and direct-to-consumer sales, respectively, and three percent was derived from other revenue channels.

 

Key Factors and Trends Affecting Our Results of Operations

 

Macroeconomic Conditions

 

Current macroeconomic conditions, including inflation, higher interest rates, the challenging real estate market and rising global geopolitical issues, may affect existing home sales, consumer sentiment or labor availability. These conditions may reduce demand for our services, increase our costs or otherwise adversely impact our business. While these macroeconomic conditions generally impact the United States as a whole, we believe our nationwide presence limits the impact on us of unfavorable economic conditions in any particular region of the United States.

 

During the three months ended March 31, 2024, our financial condition and results of operations continued to be adversely impacted by the following:

Challenging real estate market conditions, driven by a decline in the number of home resale transactions as compared to the three months ended March 31, 2023, primarily resulting from higher interest rates, combined with low home inventory levels, continue to constrain demand for home warranties in the first-year real estate channel.
Consumer sentiment remains mixed as a result of a broad range of current macroeconomic conditions, including pressure on consumer prices and rising interest rates. We believe this environment impacted demand for home warranties in the first-year direct-to-consumer and renewal channels.
Our contractor network continues to be impacted by inflation as compared to the three months ended March 31, 2023, including higher labor, parts and equipment costs and labor availability challenges. We continue to take actions to mitigate these impacts, including increasing the percent of service requests completed by lower-cost preferred contractors, increasing the share of parts and equipment our contractors source through us at lower costs and other process improvement efforts.

 

18


 

 

The ultimate implications of the current macroeconomic conditions on our results of operations and overall financial performance remain uncertain. It remains difficult to predict the overall continuing impact these conditions will have on our business as they may reduce demand for our services, increase our costs or otherwise adversely impact our business.

 

Seasonality

 

Our business is subject to seasonal fluctuations, which drive variations in our revenue, net income and Adjusted EBITDA for interim periods. Seasonal fluctuations are primarily driven by a higher number of HVAC work orders in the summer months. In 2023, approximately 21 percent, 29 percent, 29 percent and 21 percent of our revenue, approximately 13 percent, 41 percent, 42 percent and five percent of our net income, and approximately 15 percent, 35 percent, 37 percent and 13 percent of our Adjusted EBITDA was recognized in the first, second, third and fourth quarters, respectively.

 

Effect of Weather Conditions

 

The demand for our services, and our results of operations, are affected by weather conditions. Extreme temperatures, typically in the winter and summer months, can lead to an increase in service requests related to home systems, particularly HVAC systems, resulting in higher costs and lower profitability, while mild temperatures in the winter or summer months can lead to lower home systems claim frequency, resulting in lower costs and higher profitability. For example, favorable weather trends in 2023 as compared to 2022 resulted in a lower number of service requests per customer, which favorably impacted contract claims costs.

 

While weather variations as described above may affect our business, major weather events and other similar Acts of God, or natural disasters such as typhoons, hurricanes, tornadoes, wildfires or earthquakes, typically do not increase our obligations to provide service. Generally, repairs associated with such isolated events are addressed by homeowners’ and other forms of insurance as opposed to the home warranties that we offer.

 

Tariff and Import/Export Regulations

 

Changes in U.S. tariff and import/export regulations may impact the costs of parts, appliances and home systems. Import duties or restrictions on components and raw materials that are imposed, or the perception that they could occur, may materially and adversely affect our business by increasing our costs. For example, rising costs due to blanket tariffs on imported steel and aluminum could increase the costs of our parts, appliances and home systems.

 

Competition

 

We compete in the U.S. home warranty category and the broader U.S. home services industry. The home warranty category is highly competitive. While we have a broad range of competitors in each locality and region, we are one of the few companies that provide home warranties nationwide. The broader U.S. home services industry is also highly competitive. We compete against businesses providing on-demand home services directly and those offering leads to contractors seeking to provide on-demand home services. The principal methods of competition, and by which we differentiate ourselves from our competitors, are quality and speed of service, contract offerings, brand awareness and reputation, customer satisfaction, pricing and promotions, contractor network and referrals. We believe our nationwide network of qualified professional contractor firms, in combination with our large base of contracted customers, differentiate us from other platforms in the home services industry.

 

Acquisition Activity

 

We anticipate that the highly fragmented nature of the home warranty category will continue to create strategic opportunities for acquisitions. Historically, we have used acquisitions to cost-effectively grow our customer base in high-growth geographies, and we intend to continue to do so. We may also explore opportunities to make strategic acquisitions that will expand our service offering in the broader home services industry. We have also used acquisitions to enhance our technological capabilities and geographic presence.

 

 

19


 

Non-GAAP Financial Measures

 

To supplement our results presented in accordance with U.S. GAAP, we have disclosed non-GAAP financial measures that exclude or adjust certain items. We present within this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section the non-GAAP financial measures of Adjusted EBITDA and Free Cash Flow. See “—Results of Operations—Adjusted EBITDA” for a reconciliation of net income to Adjusted EBITDA and “—Liquidity and Capital Resources—Free Cash Flow” for a reconciliation of net cash provided from operating activities to Free Cash Flow, as well as “Key Business Metrics” for further discussion of Adjusted EBITDA and Free Cash Flow. Management uses Adjusted EBITDA and Adjusted EBITDA margin to facilitate operating performance comparisons from period to period, and Adjusted EBITDA is also a component of our incentive compensation program. We believe these non-GAAP financial measures provide investors, analysts and other interested parties useful information to evaluate our business performance as they facilitate company-to-company operating performance comparisons. Management believes Free Cash Flow is useful as a supplemental measure of our liquidity. Management uses Free Cash Flow to facilitate company-to-company cash flow comparisons, which may vary from company to company for reasons unrelated to operating performance. While we believe these non-GAAP financial measures are useful in evaluating our business, they should be considered as supplemental in nature and are not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with U.S. GAAP. In addition, these non-GAAP financial measures may not be the same as similarly entitled measures reported by other companies, limiting their usefulness as comparative measures.

 

Key Business Metrics

 

We focus on a variety of indicators and key operating and financial metrics to monitor the financial condition and performance of the continuing operations of our business. These metrics include:

revenue,
operating expenses,
net income,
earnings per share,
Adjusted EBITDA,
Adjusted EBITDA margin,
net cash provided from operating activities,
Free Cash Flow,
number of home warranties, and
customer retention rate.

 

Revenue. The majority of our revenue is generated from annual home warranty contracts entered into with our customers. Home warranty contracts are typically one year in duration. We recognize revenue at the agreed upon contractual amount over time using the input method in proportion to the costs expected to be incurred in performing services under the contracts. Our revenue is primarily a function of the volume and pricing of the services provided to our customers, as well as the mix of services provided. Our revenue volume is impacted by new home warranty sales, customer retention and acquisitions. We derive substantially all of our revenue from customers in the United States.

 

Operating Expenses. In addition to changes in our revenue, our operating results are affected by, among other things, the level of our operating expenses. Our operating expenses primarily include contract claims costs and expenses associated with sales and marketing, customer service and general corporate overhead. A number of our operating expenses are subject to inflationary pressures, such as: salaries and wages, employee benefits and healthcare; contractor costs; parts, appliances and home systems costs; tariffs; insurance premiums; and various regulatory compliance costs.

 

Net Income and Earnings Per Share. The presentation of net income and basic and diluted earnings per share provides measures of performance which are useful for investors, analysts and other interested parties in company-to-company operating performance comparisons. Basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, increased to include the number of shares of common stock that would have been outstanding had potentially dilutive shares of common stock been issued. The dilutive effect, if any, of stock options, performance options (which are stock options that become exercisable upon the achievement, in whole or in part, of the applicable performance goals, pursuant to the terms of the Omnibus Plan and the award agreement), restricted stock units (“RSUs”), performance shares (which are contractual rights to receive a share of our common stock (or the cash equivalent thereof) upon the achievement, in whole or in part, of the applicable performance goals, pursuant to the terms of the Omnibus Plan and the award agreement) and RSAs are reflected in diluted earnings per share by applying the treasury stock method.

 

 

20


 

Adjusted EBITDA and Adjusted EBITDA margin. We evaluate our operating and financial performance primarily based on Adjusted EBITDA, which is a financial measure not calculated in accordance with U.S. GAAP. We define Adjusted EBITDA as net income before: depreciation and amortization expense; goodwill and intangibles impairment; restructuring charges; provision for income taxes; non-cash stock-based compensation expense; interest expense; loss on extinguishment of debt; and other non-operating expenses. We define “Adjusted EBITDA margin” as Adjusted EBITDA divided by revenue. We believe Adjusted EBITDA and Adjusted EBITDA margin are useful for investors, analysts and other interested parties as they facilitate company-to-company operating performance comparisons by excluding potential differences caused by variations in capital structures, taxation, the age and book depreciation of facilities and equipment, restructuring initiatives and equity-based, long-term incentive plans.

 

Net Cash Provided from Operating Activities and Free Cash Flow. We focus on measures designed to monitor cash flow, including net cash provided from operating activities and Free Cash Flow. Free Cash Flow is a financial measure that is not calculated in accordance with U.S. GAAP and represents net cash provided from operating activities less property additions.

 

Number of Home Warranties and Customer Retention Rate. We report on our number of home warranties and customer retention rate as measurements of our operating performance. These measurements are presented on a rolling 12-month basis in order to avoid seasonal anomalies. The number of home warranties is representative of our recurring home warranty customer base and is measured as the number of customers with active contracts as of the respective period-end date. Our customer retention rate is calculated as the ratio of the number of end-of-period home warranty contracts to the sum of the number of beginning-of-period home warranty contracts and the number of new home warranty sales and acquired accounts during the respective period.

 

Critical Accounting Policies and Estimates

 

Our critical accounting policies and estimates are described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Form 10-K. There have been no material changes to our critical accounting policies for the three months ended March 31, 2024.

 

 

 

 

21


 

Results of Operations

 

Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

% of Revenue

 

 

Three Months Ended

 

 

Increase

 

Three Months Ended

 

 

March 31,

 

 

(Decrease)

 

March 31,

(In millions)

 

2024

 

 

2023

 

 

%

 

2024

 

2023

Revenue

 

$

 

378

 

 

$

 

367

 

 

 

3

 

%

 

 

100

 

%

 

 

100

 

%

Cost of services rendered

 

 

 

184

 

 

 

 

197

 

 

 

(7

)

 

 

 

49

 

 

 

 

54

 

 

Gross Profit

 

 

 

195

 

 

 

 

170

 

 

 

14

 

 

 

 

51

 

 

 

 

46

 

 

Selling and administrative expenses

 

 

 

135

 

 

 

 

125

 

 

 

9

 

 

 

 

36

 

 

 

 

34

 

 

Depreciation and amortization expense

 

 

 

9

 

 

 

 

9

 

 

 

(3

)

 

 

 

2

 

 

 

 

2

 

 

Restructuring charges

 

 

 

 

 

 

 

1

 

 

 

(55

)

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

10

 

 

 

 

10

 

 

 

2

 

 

 

 

3

 

 

 

 

3

 

 

Interest and net investment income

 

 

 

(5

)

 

 

 

(3

)

 

 

40

 

 

 

 

(1

)

 

 

 

(1

)

 

Income before Income Taxes

 

 

 

45

 

 

 

 

29

 

 

 

55

 

 

 

 

12

 

 

 

 

8

 

 

Provision for income taxes

 

 

 

11

 

 

 

 

7

 

 

 

50

 

 

 

 

3

 

 

 

 

2

 

 

Net Income

 

$

 

34

 

 

$

 

22

 

 

 

56

 

%

 

 

9

 

%

 

 

6

 

%

 

Revenue

 

We reported revenue of $378 million and $367 million for the three months ended March 31, 2024 and 2023, respectively. The following table provides a summary of our revenue by major customer acquisition channel:

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

 

Increase (Decrease)

(In millions)

 

2024

 

 

2023

 

 

$

 

 

%

Renewals

 

$

 

298

 

 

$

 

278

 

 

$

 

20

 

 

 

7

 

%

Real estate(1)

 

 

 

27

 

 

 

 

33

 

 

 

 

(6

)

 

 

(17

)

 

Direct-to-consumer(1)

 

 

 

36

 

 

 

 

44

 

 

 

 

(8

)

 

 

(19

)

 

Other

 

 

 

17

 

 

 

 

11

 

 

 

 

6

 

 

 

49

 

 

Total

 

$

 

378

 

 

$

 

367

 

 

$

 

11

 

 

 

3

 

%

 

(1)
First-year revenue only.

 

Revenue increased three percent for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. The increase in renewal revenue primarily reflects improved price realization resulting from our prior pricing actions, offset, in part, by a decline in the number of renewed home warranties. The decrease in real estate revenue primarily reflects a decline in the number of first-year real estate home warranties driven by a continuation of the challenging real estate market, offset, in part, by improved price realization from our prior pricing actions. The decrease in direct-to-consumer revenue primarily reflects a decline in the number of first-year direct-to-consumer home warranties, which we believe was driven by a decline in the overall category demand for home warranties. The increase in other revenue was primarily driven by growth in on-demand home services, primarily new HVAC sales.

 

 

The following table provides a summary of the number of home warranties, reduction in number of home warranties and customer retention rate:

 

 

 

As of

 

 

March 31,

(In millions)

 

2024

 

2023

Number of home warranties

 

 

1.96

 

 

 

 

2.09

 

 

Reduction in number of home warranties

 

 

(6

)

%

 

 

(4

)

%

Customer retention rate

 

 

76.3

 

%

 

 

75.9

 

%

 

The reduction in the number of home warranties as of March 31, 2024 was primarily impacted by a decline in the number of first-year real estate home warranties, which was driven by a continuation of the challenging real estate market, as well as a decline in the number of direct-to-consumer home warranties, which we believe was driven by a decline in the overall category demand for home warranties.

 

Cost of Services Rendered

 

22


 

 

We reported cost of services rendered of $184 million and $197 million for the three months ended March 31, 2024 and 2023, respectively. The following table provides a summary of the changes in cost of services rendered:

 

 

(In millions)

 

 

 

 

Three Months Ended March 31, 2023

 

$

 

197

 

Impact of change in revenue

 

 

 

(3

)

Contract claims costs

 

 

 

(10

)

Three Months Ended March 31, 2024

 

$

 

184

 

 

 

The impact of change in revenue is driven by the reduction in number of home warranties, offset, in part, by growth in on-demand home services.

The decrease in contract claims costs primarily reflects the impact of higher trade service fees, which drove a lower number of service requests per customer and a lower net cost per service request. Ongoing inflationary cost pressures were offset, in part, by the favorable impact of continued process improvement initiatives specifically relating to better cost management across our contractor network. Additionally, contract claims costs reflects a $1 million favorable adjustment related to the development of prior period claims, compared to a $6 million favorable adjustment in the first quarter of 2023.

 

 

Selling and Administrative Expenses

 

We reported selling and administrative expenses of $135 million and $125 million for the three months ended March 31, 2024 and 2023, respectively. The following table provides a summary of the components of selling and administrative expenses:

 

 

 

Three Months Ended

 

 

 

March 31,

 

(In millions)

 

2024

 

 

2023

 

Sales and marketing costs

 

$

 

66

 

 

$

 

59

 

Customer service costs

 

 

 

25

 

 

 

 

26

 

General and administrative costs

 

 

 

45

 

 

 

 

40

 

Total

 

$

 

135

 

 

$

 

125

 

 

 

The following table provides a summary of the changes in selling and administrative expenses:

 

(In millions)

 

 

 

 

Three Months Ended March 31, 2023

 

$

 

125

 

Sales and marketing costs

 

 

 

7

 

Customer service costs

 

 

 

(1

)

Stock-based compensation expense

 

 

 

2

 

Other general and administrative costs

 

 

 

3

 

Three Months Ended March 31, 2024

 

$

 

135

 

 

 

Sales and marketing costs increased primarily due to our investment in marketing associated with our direct-to-consumer channel. The decrease in customer service costs was primarily driven by a lower number of service requests. General and administrative costs increased primarily due to increased personnel costs.

 

Depreciation and Amortization Expense

 

Depreciation expense was $8 million for each of the three months ended March 31, 2024 and 2023. Amortization expense was $1 million for each of the three months ended March 31, 2024 and 2023.

Restructuring Charges

 

We had restructuring charges of less than $1 million and $1 million during the three months ended March 31, 2024 and 2023, respectively. For the three months ended March 31, 2024, these charges primarily include expenses related to the exit of certain operating leases and severance costs. For the three months ended March 31, 2023, these charges primarily include severance costs.

 

Interest Expense

 

Interest expense was $10 million for each of the three months ended March 31, 2024 and 2023.

 

 

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Interest and Net Investment Income

 

Interest and net investment income was $5 million and $3 million for the three months ended March 31, 2024 and 2023, respectively. The increase driven was by higher interest rates on our cash and cash equivalent balances.

 

Provision for Income Taxes

 

The effective tax rate on income before income taxes was 24.4 percent and 25.2 percent for the three months ended March 31, 2024 and 2023, respectively. The decrease in the effective tax rate for the three months ended March 31, 2024 compared to 2023 was primarily due to the impact of share-based awards, offset, in part, by a decrease in income tax credits.

 

Net Income

 

Net income was $34 million and $22 million for the three months ended March 31, 2024 and 2023, respectively. The increase was primarily driven by the operating results discussed throughout “—Results of Operations” above.

 

Adjusted EBITDA

 

Adjusted EBITDA was $71 million and $54 million for the three months ended March 31, 2024 and 2023, respectively.

 

The following table provides a summary of the changes in our Adjusted EBITDA:

 

(In millions)

 

 

 

 

Three Months Ended March 31, 2023

 

$

 

54

 

Impact of change in revenue

 

 

 

14

 

Contract claims costs

 

 

 

10

 

Sales and marketing costs

 

 

 

(7

)

Customer service costs

 

 

 

1

 

General and administrative costs

 

 

 

(3

)

Interest and net investment income

 

 

 

1

 

Three Months Ended March 31, 2024

 

$

 

71

 

 

 

The impact of change in revenue is driven by the reduction in number of home warranties.

The decrease in contract claims costs primarily reflects the impact of higher trade service fees, which drove a lower number of service requests per customer and a lower net cost per service request. Ongoing inflationary cost pressures were offset, in part, by the favorable impact of continued process improvement initiatives specifically relating to better cost management across our contractor network. Additionally, contract claims costs reflects a $1 million favorable adjustment related to the development of prior period claims, compared to a $6 million favorable adjustment in the first quarter of 2023.

Sales and marketing costs increased primarily due to our investment in marketing associated with our direct-to-consumer channel. The decrease in customer service costs was primarily driven by a lower number of service requests. General and administrative costs increased primarily due to increased personnel costs.

 

A reconciliation of Net Income to Adjusted EBITDA is as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

(In millions)

 

2024

 

 

2023

 

Net Income

 

$

 

34

 

 

$

 

22

 

Depreciation and amortization expense

 

 

 

9

 

 

 

 

9

 

Restructuring charges(1)

 

 

 

 

 

 

 

1

 

Provision for income taxes

 

 

 

11

 

 

 

 

7

 

Non-cash stock-based compensation expense(2)

 

 

 

7

 

 

 

 

5

 

Interest expense

 

 

 

10

 

 

 

 

10

 

Adjusted EBITDA

 

$

 

71

 

 

$

 

54

 

 

 

24


 

 

 

(1)
We exclude restructuring charges from Adjusted EBITDA because we believe it does not reflect our ongoing operations and because we believe doing so is useful to investors in aiding period-to-period comparability.
(2)
We exclude non-cash stock-based compensation expense from Adjusted EBITDA primarily because it is a non-cash expense and because it is not used by management to assess ongoing operational performance. We believe excluding this expense from Adjusted EBITDA is useful to investors in aiding period-to-period comparability.

 

Liquidity and Capital Resources

 

Liquidity

 

A substantial portion of our liquidity needs are due to debt service requirements on our indebtedness. The Credit Agreement contains covenants that limit or restrict our ability, including the ability of certain of our subsidiaries, to incur additional indebtedness, repurchase debt, incur liens, sell assets, make certain payments (including dividends) and enter into transactions with affiliates. As of March 31, 2024, we were in compliance with the covenants under the Credit Agreement. We do not believe current macroeconomic conditions will affect our ongoing ability to meet our debt covenants.

 

Cash and cash equivalents totaled $378 million and $325 million as of March 31, 2024 and December 31, 2023, respectively. Our cash and cash equivalents include balances associated with regulatory requirements in our business. See “—Limitations on Distributions and Dividends by Subsidiaries.” As of March 31, 2024 and December 31, 2023, the total net assets subject to these third-party restrictions were $165 million and $157 million, respectively. As of March 31, 2024, there was $2 million of letters of credit outstanding under our $250 million Revolving Credit Facility, and the available borrowing capacity under the Revolving Credit Facility was $248 million. The letters of credit are posted in lieu of cash to satisfy regulatory requirements in certain states in which we operate. We currently believe that cash generated from operations, our cash on hand and available borrowing capacity under the Revolving Credit Facility as of March 31, 2024 will provide us with sufficient liquidity to meet our obligations in the short- and long-term.

 

We closely monitor the performance of our investment portfolio, primarily cash deposits. From time to time, we review the statutory reserve requirements to which our regulated entities are subject and any changes to such requirements. These reviews may result in identifying current reserve levels above or below minimum statutory reserve requirements, in which case we may adjust our reserves. The reviews may also identify opportunities to satisfy certain regulatory reserve requirements through alternate financial vehicles.

 

We have a diversified investment strategy for our cash investments and give priority to the major financial institutions that serve as lenders under the Credit Agreement. Generally, our cash deposits may be redeemed on demand and are maintained with major financial institutions with solid credit ratings, although our holdings exceed insured limits in substantially all of our accounts.

 

We may, from time to time, issue new debt, repurchase or otherwise retire or extend our debt and/or take other steps to reduce our debt or otherwise improve our financial position, gross leverage, results of operations or cash flows. These actions may include new debt issuance, open market debt repurchases, negotiated repurchases, other retirements of outstanding debt and/or opportunistic refinancing of debt. The amount of debt that may be issued, repurchased or otherwise retired or refinanced, if any, and the price of such issuances, repurchases, retirements or refinancings will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants and other considerations.

 

On September 7, 2021, we announced a three-year repurchase authorization of up to $400 million of outstanding shares of our common stock. We expect to fund the share repurchases from net cash provided from operating activities. As of March 31, 2024, we have repurchased a total of 8,483,316 outstanding shares at a cost of $294 million, which is included in treasury stock on the condensed consolidated statements of financial position, and we had $106 million remaining available for future repurchases under this program. Purchases under the repurchase program may be made from time to time by the company in the open market at prevailing market prices (including through a Rule 10b5-1 Plan), in privately negotiated transactions, or through any combination of these methods, through September 3, 2024. The actual timing, number, manner and value of any shares repurchased will depend on several factors, including the market price of the company’s stock, general market and economic conditions, the company’s liquidity requirements, applicable legal requirements and other business considerations. The repurchase program does not obligate us to acquire any number of shares in any specific period or at all and may be suspended or discontinued at any time at our discretion.

 

Limitations on Distributions and Dividends by Subsidiaries

 

We depend on our subsidiaries to distribute funds to us so that we may pay obligations and expenses, including satisfying obligations with respect to indebtedness. The ability of our subsidiaries to make distributions and dividends to us depends on their operating results, cash requirements, financial condition and general business conditions, as well as restrictions under the laws of our subsidiaries’ jurisdictions.

 

 

25


 

Our subsidiaries are permitted under the terms of the Credit Agreement and other indebtedness to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to us.

 

Furthermore, there are regulatory restrictions on the ability of certain of our subsidiaries to transfer funds to us. The payments of ordinary and extraordinary dividends by certain of our subsidiaries (through which we conduct our business) are subject to significant regulatory restrictions under the laws and regulations of the states in which they operate. Among other things, such laws and regulations require certain subsidiaries to maintain minimum capital and net worth requirements and may limit the amount of ordinary and extraordinary dividends and other payments that these subsidiaries can pay to us. We expect that such limitations will be in effect for the foreseeable future. None of our subsidiaries are obligated to make funds available to us through the payment of dividends.

 

Cash Flows

 

Cash flows from operating, investing and financing activities, as reflected in the condensed consolidated statements of cash flows included in Part I, Item 1 of this Quarterly Report on Form 10-Q are summarized in the following table:

 

 

 

Three Months Ended

 

 

 

March 31,

 

(In millions)

 

2024

 

 

2023

 

Net cash provided from (used for):

 

 

 

 

 

 

 

 

Operating activities

 

$

 

84

 

 

$

 

60

 

Investing activities

 

 

 

(10

)

 

 

 

(8

)

Financing activities

 

 

 

(21

)

 

 

 

(7

)

Cash increase during the period

 

$

 

53

 

 

$

 

45

 

 

 

Operating Activities

 

Net cash provided from operating activities was $84 million and $60 million for the three months ended March 31, 2024 and 2023, respectively.

 

Net cash provided from operating activities for the three months ended March 31, 2024 comprised $51 million in earnings adjusted for non-cash charges and $34 million in cash provided from working capital, offset, in part, by $1 million in payments for restructuring charges. Cash provided from working capital was primarily driven by seasonality, offset, in part, by payments of accrued bonuses and a decline in the number of first-year real estate home warranties, which are typically paid for upfront at the time of closing on the home sale.

 

Net cash provided from operating activities for the three months ended March 31, 2023 comprised $35 million in earnings
adjusted for non-cash charges and $26 million in cash provided from working capital, offset, in part, by $1 million in payments for restructuring charges. Cash provided from working capital was primarily driven by seasonality.

 

Investing Activities

 

Net cash used for investing activities was $10 million and $8 million for the three months ended March 31, 2024 and 2023, respectively.

 

Capital expenditures were $10 million and $8 million for the three months ended March 31, 2024 and 2023, respectively, and included recurring capital needs and technology projects. We expect capital expenditures for the full year 2024 relating to committed, recurring capital needs and the continuation of investments in information systems and productivity enhancing technology to be approximately $35 million to $45 million. We have no additional material capital commitments at this time.

 

Financing Activities

 

Net cash used for financing activities was $21 million and $7 million for the three months ended March 31, 2024 and 2023, respectively.

 

For the three months ended March 31, 2024, we made scheduled principal payments of debt of $4 million and purchased outstanding shares of our common stock at an aggregate cost of $13 million. Repurchases of common stock included associated commissions and taxes of less than $1 million.

 

For the three months ended March 31, 2023, we made scheduled principal payments of debt of $4 million.

 

 

26


 

Free Cash Flow

 

The following table reconciles net cash provided from operating activities, which we consider to be the most directly comparable U.S. GAAP measure, to Free Cash Flow using data derived from the condensed consolidated statements of cash flows in Part 1, Item 1 of this Quarterly Report on Form 10-Q:

 

 

 

Three Months Ended

 

 

 

March 31,

 

(In millions)

 

2024

 

 

2023

 

Net cash provided from operating activities

 

$

 

84

 

 

$

 

60

 

Property additions

 

 

 

(10

)

 

 

 

(8

)

Free Cash Flow

 

$

 

73

 

 

$

 

52

 

 

 

Contractual Obligations

 

Our 2023 Form 10-K includes disclosures of our contractual obligations and commitments as of December 31, 2023. We continue to make the contractually required payments associated with these commitments. There are no significant additions to our obligations and commitments since those reported in the 2023 Form 10-K.

 

Financial Position

 

A summary of the significant changes in our financial position from December 31, 2023 to March 31, 2024 is as follows:

Cash and cash equivalents increased during the three months ended March 31, 2024, primarily reflecting cash provided from operating activities, offset, in part, by capital expenditures, scheduled principal payments of debt and purchases of outstanding shares.
Accrued liabilities—Payroll and related expenses decreased during the three months ended March 31, 2024, primarily reflecting payments of accrued bonuses.
Accrued liabilities—Home warranty claims decreased during the three months ended March 31, 2024, primarily reflecting a lower number of service requests.
Accrued liabilities—Other increased during the three months ended March 31, 2024, reflecting an increase in federal income tax payable.
Deferred revenue increased during the three months ended March 31, 2024, reflecting a net contract liability related to the recognition of monthly pay customer revenue on an other-than-straight-line basis to match the timing of cost recognition, offset, in part, by a decline in the number of first-year real estate home warranties, which are typically paid for upfront at the time of closing on the home sale.
Total shareholders’ equity was $162 million as of March 31, 2024 compared to $136 million as of December 31, 2023. The increase was primarily driven by net income, offset, in part, by repurchases of our common stock. See the condensed consolidated statements of changes in equity (deficit) included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

 

27


 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are exposed to the impact of interest rate changes and manage this exposure through the use of variable-rate and fixed-rate debt and by utilizing an interest rate swap. There have been no material changes to the market risk associated with debt obligations and other significant instruments from the risks described in Part II, Item 7A in our 2023 Form 10-K.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated (pursuant to Rule 13a-15(b) of the Exchange Act) the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of March 31, 2024. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2024.

 

Changes in Internal Control over Financial Reporting

 

There were no changes to our internal control over financial reporting, as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

 

The information required with respect to this Part II, Item 1 can be found under Note 7 to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

 

ITEM 1A. RISK FACTORS

 

For information regarding factors that could affect our business, financial condition or results of operations, see the risk factors discussed in Part I, Item 1A. “Risk Factors” in our 2023 Form 10-K. There have been no material changes to the risk factors disclosed in our 2023 Form 10-K during the three months ended March 31, 2024. The risks described in our 2023 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial could also materially and adversely affect our business, financial condition or results of operations.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Issuer Purchases of Equity Securities

 

On September 7, 2021, we announced a three-year repurchase authorization of up to $400 million of outstanding shares of our common stock over the three-year period from September 3, 2021 through September 3, 2024. As of March 31, 2024, we have repurchased a total of 8,483,316 outstanding shares at a cost of $294 million, and we had $106 million remaining available for future repurchases under this program. See Liquidity and Capital Resources – Liquidity in Part I, Item 2 of this Quarterly Report on Form 10-Q for more information.

 

Period

 

Total number
of shares
purchased

 

 

Average price
paid per share(1)

 

 

Total number
of shares
purchased as
part of publicly
announced
plans or
programs

 

 

Maximum dollar
value of shares
that may yet
be purchased
under the plans
or programs
(in millions)

 

Jan. 1, 2024 through Jan. 31, 2024

 

 

 

 

$

 

 

 

 

 

$

119

 

Feb. 1, 2024 through Feb 29, 2024

 

 

 

 

 

 

 

 

 

 

 

119

 

Mar. 1, 2024 through Mar. 31, 2024

 

 

400,497

 

 

 

31.21

 

 

 

400,497

 

 

 

106

 

Total

 

 

400,497

 

 

$

31.21

 

 

 

400,497

 

 

$

106

 

 

(1)
The average price paid per share is calculated on a trade date basis and excludes associated commissions and taxes.

 

28


 

ITEM 6. EXHIBITS

 

 

Exhibit
Number

 

Description

2.1

 

Separation and Distribution Agreement, dated as of September 28, 2018, by and between ServiceMaster Global Holdings, Inc. and Frontdoor, Inc. (incorporated by reference to Exhibit 2.1 to Frontdoor’s Current Report on Form 8-K filed on October 1, 2018).

3.1

 

Restated Certificate of Incorporation of Frontdoor, Inc. (incorporated by reference to Exhibit 3.1 to Frontdoor’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021).

3.2

 

Amended and Restated Bylaws of Frontdoor, Inc. (incorporated by reference to Exhibit 3.2 to Frontdoor’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023).

10.1*#

 

Form of Performance Share Grant Notice under the Frontdoor, Inc. 2018 Omnibus Incentive Plan, effective March 2024.

10.2*#

 

Form of Restricted Stock Unit Agreement under the Frontdoor, Inc. Omnibus Incentive Plan, effective March 2024.
 

31.1*

 

Certification of Chief Executive Officer pursuant to Rule 13a - 14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

 

Certification of Chief Financial Officer pursuant to Rule 13a - 14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

 

Certification of Chief Executive Officer pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*

 

Certification of Chief Financial Officer pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*

 

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*

 

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.

104*

 

Cover page formatted as Inline XBRL and included in Exhibit 101.

 

 

# Denotes management compensatory plans, contracts or arrangements.

* Filed herewith.

 

 

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by Frontdoor in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

 

 

29


 

SIGNATURE

 

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 thereunto duly authorized.

 

 

 

 

 

 

 

 

 

 

FRONTDOOR, INC.

 

 

Date: May 2, 2024

By:

/s/ Jessica P. Ross

 

 

Name:

Jessica P. Ross

 

 

Title:

Senior Vice President and Chief Financial Officer

(principal financial officer)

 

 

 

 

 

 

30


EX-10.1 2 ftdr-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

2024 [CEO] PSU AGREEMENT

PERFORMANCE SHARE GRANT NOTICE
UNDER THE
FRONTDOOR, INC. 2018 OMNIBUS INCENTIVE PLAN

Frontdoor, Inc., a Delaware corporation (the “Company”), pursuant to its 2018 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to the Associate set forth below the number of Performance Shares set forth below. The Performance Shares are subject to all of the terms and conditions as set forth in this Performance Share Grant Notice (this “Grant Notice”), in the Performance Share T&Cs (attached hereto), and in the Plan, all of which are incorporated herein in their entirety.

Associate:

###ParticipantName###

Grant Date:

###GrantDate###

Target Performance Shares:

###AwardsGranted###

Performance Cycle:

January 1, 2024 to December 31, 2026

Performance Goals:

Revenue

Adjusted EBITDA

Performance Goal Levels and Earned Percentage:

Provided that the Associate has not undergone a Termination of [employment/service] (except as provided in Section 4(c)(ii) of the Performance Share T&Cs), the number of Performance Shares that will be eligible to vest hereunder (the “Earned Performance Shares”) will be an amount equal to the sum of each of the products (with respect to each of the Performance Goals set forth above) of (i) fifty percent (50%) of the number of Target Performance Shares as set forth above and granted hereunder multiplied by (ii) the applicable earned vesting percentage that corresponds to the performance level of each Performance Goal achieved during the Performance Cycle, as set forth in the table below (the “Earned Percentage”); provided, that, to the extent that the performance achieved is in between two Performance Goal Levels, the Earned Percentage shall be determined based on linear interpolation; provided, further, that (x) if the performance achieved is less than the Threshold Goal, the Earned Percentage shall be 0%, and (y) if the performance achieved is more than the Maximum Goal, the Earned Percentage shall be capped at 200%.

 

1

 


Performance Goal

Performance Goal Level

Revenue

Earned Percentage of Target Performance Shares upon Achievement of Performance Goal

Revenue

Threshold Goal

US $5.420 billion

50%

Target Goal

US $5.775 billion

100%

Maximum Goal

US $6.121 billion

200%

Adjusted EBITDA

Threshold Goal

US $1.057 billion

50%

Target Goal

US $1.124 billion

100%

Maximum Goal

US $1.194 billion

200%

 

Vesting:

The Earned Performance Shares, as determined in accordance with this Grant Notice, shall vest on the third anniversary of the Grant Date (the “Vesting Date”).

After the completion of the Performance Cycle but before the Vesting Date, the Administrator shall determine and certify the level of achievement, including the Revenue achieved and the Earned Percentage, of the Performance Goal during the Performance Cycle (the date of such certification referred to herein as the “Certification Date”).

Definitions:

Capitalized terms not otherwise defined herein or in the Performance Share T&Cs shall have the meanings set forth in the Plan. For purposes of this Notice and the Performance Share T&Cs, the following definitions shall apply:

 

“Adjusted EBITDA” shall be equal to the aggregate of the Company’s Adjusted EBITDA for each fiscal year in the Performance Cycle, as publicly disclosed in the Company’s earnings release or in its filings with the U.S. Securities and Exchange Commission. Adjusted EBITDA may be adjusted positively or negatively, at the discretion of the Administrator, for Unanticipated Items and extraordinary, non-recurring and non-operational items.

 

“Revenue” shall be equal to the aggregate of Company’s consolidated revenue for each fiscal year in the Performance Cycle, as reported on its consolidated statements of operation and comprehensive income, calculated in conformity with U.S. generally accepted accounting principles (“GAAP”), and as publicly disclosed in the Company’s earnings release or in its filings with the U.S. Securities and Exchange Commission. Revenue may be adjusted positively or

2

 


 

negatively, at the discretion of the Administrator, for Unanticipated Items.

 

“Target Vesting Percentage” shall mean an Earned Percentage with respect to the Performance Goal equal to the Target Goal, as set forth in the above table.

[“Termination of service” shall mean, for purposes of these Performance Shares, “Termination of service” or any corollary or similar term or terms shall have the meaning set forth in the Plan except (i) the Associate ceasing to be employed by the Company but continuing to serve as a Director shall not be a Termination of service unless and until the date upon which such Associate also ceases to be a member of the Board; and (ii) the Associate ceasing to be a member of the Board but continuing to be employed by the Company shall not be a Termination of service unless and until the date upon which such Associate also ceases to be employed by the Company.]

 

 

“Unanticipated Items” are items determined by the Administrator in its sole discretion to have been unanticipated items occurring during the Performance Cycle, the impact of which could not have been reasonably anticipated in the ordinary course of business as of the Grant Date, including, without limitation, mergers and investments, divestitures, natural disasters, storms, pandemics, foreign exchange variations, material litigation, material regulatory developments, and changes in GAAP accounting rules or their application; provided, however, that revenue and related items associated with mergers and acquisitions with less than $25 million for a trailing twelve (12)-month period at the time of the applicable transaction date shall not be an Unanticipated Item excluded from Revenue or Adjusted EBITDA.

 

FRONTDOOR, INC.

By:
Name:
Title:

 

3

 


 

THE UNDERSIGNED ASSOCIATE ACKNOWLEDGES RECEIPT OF THIS PERFORMANCE SHARE GRANT NOTICE, THE TERMS AND CONDITIONS AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF PERFORMANCE SHARES HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS PERFORMANCE SHARE GRANT NOTICE, THE TERMS AND CONDITIONS AND THE PLAN.

 

ASSOCIATE

 

________________________________

###ParticipantName###

4

 


 

TERMS AND CONDITIONS
OF
PERFORMANCE SHARES
UNDER THE
FRONTDOOR, INC. 2018 OMNIBUS INCENTIVE PLAN

Pursuant to the Grant Notice delivered to the Associate (as defined in the Grant Notice), and subject to these Terms and Conditions of Performance Share (these “Performance Share T&Cs”) and the Frontdoor, Inc. 2018 Omnibus Incentive Plan (the “Plan”), Frontdoor, Inc., a Delaware corporation (the “Company”), and the Associate agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan or the Grant Notice.

1.
Grant of Performance Shares. Subject to the terms and conditions set forth herein as well as in the Plan and the Grant Notice, the Company hereby grants to the Associate the number of Target Performance Shares provided in the Grant Notice. The Company may make one or more additional grants of Performance Shares to the Associate under these Performance Share T&Cs by providing the Associate with a new Grant Notice, which may also include any terms and conditions differing from these Performance Share T&Cs to the extent provided therein. The Company reserves all rights with respect to the granting of additional Performance Shares and makes no implied promise to grant additional Performance Shares.
2.
Vesting. Subject to the conditions contained herein and in the Plan, the Performance Shares shall vest as provided in the Grant Notice.
3.
Settlement of Performance Shares. Subject to Section 8 hereof, promptly following the date on which any Performance Shares become vested, and in any event no later than March 15th of the calendar year following the calendar year in which such vesting occurs (the “Settlement Date”), the Company shall issue to the Associate or the Associate’s beneficiary, without charge, one (1) share of Company Common Stock for each such vested Performance Share; provided, however, that the Administrator may, in its sole discretion, elect to (a) pay cash or part cash and part Shares in lieu of issuing only Shares; or (b) defer the issuance of Shares (or cash or part cash and Shares, as the case may be) beyond the Settlement Date if such extension would not cause adverse tax consequences under Section 409A of the Code or any successor provision. If a cash payment is made in lieu of issuing Shares in respect of such Performance Shares, the amount of such payment shall be equal to the Fair Market Value per share of the Company Common Stock as of the applicable vesting date.
4.
Treatment of Performance Shares upon Termination. Upon any Termination of [employment/service] of the Associate:
(a)
If such Termination is for Cause or by the Associate without Good Reason (as defined below), in each case, prior to the Vesting Date, all unvested Performance Shares will be forfeited to the Company by the Associate as of the date of such Termination for no consideration.

1

 


 

 

(b)
If such Termination is (i) by the Company and its Subsidiaries other than for Cause (and other than due to death or Disability) or (ii) by the Associate for Good Reason, in each case, prior to the Vesting Date, a pro rata portion of the Performance Shares granted hereunder (calculated based on a fraction, (x) the numerator of which is the number of days elapsed between the Grant Date and the date of Termination and (y) the denominator of which is the total number of days between the Grant Date and the end of the Performance Cycle) shall continue to be eligible to be earned pursuant to the Grant Notice and settled pursuant to Section 3 hereof (or at such earlier time as the Administrator in its discretion deems necessary to avoid adverse tax consequences under Section 409A or other provisions of the Code), subject to the Associate’s not having violated any restrictive covenant to which the Associate is subject with respect to the Company and its Subsidiaries (including the Restrictive Covenant Agreement). For purposes hereof, “Good Reason” means, without the Associate’s written consent, the occurrence of any of the following events:
(i)
The reduction in any material respect in the Associate’s position(s), authorities or responsibilities that the Associate had with the Company immediately prior to the time of the Associate’s notice of Good Reason resignation or the Change of Control, as applicable;
(ii)
A material reduction in the Associate’s annual rate of base salary, annual target cash bonus opportunity or annual target long-term incentive opportunity immediately prior to the time of the Associate’s notice of Good Reason resignation or the Change of Control, as applicable; or
(iii)
A material change in the location of the Associate’s location of work which will be at least more than fifty (50) miles from the Associate’s place at work at the Company immediately prior to the time of the Associate’s notice of Good Reason resignation or the Change of Control, as applicable.

If the Associate determines that Good Reason exists, the Associate must notify the Company in writing, within ninety (90) days following the initial existence of such grounds that the Associate determines constitutes Good Reason, or else such event shall not constitute Good Reason under the terms of the Associate’s employment. If the Company remedies such event within thirty (30) days following receipt of such notice (the “Cure Period”), the Associate may not terminate employment for Good Reason as a result of such event. In the event the Company does not timely remedy such event, the Associate must terminate his employment ninety (90) days following the end of the Cure Period for such termination to constitute a termination for Good Reason.

(c)
If such Termination is due to the Associate’s death or Disability, in each case,
(i)
more than thirty (30) days prior to the Certification Date, the Performance Shares granted hereunder shall vest based on a Target Vesting Percentage as of such Termination date and be settled pursuant to Section 3 hereof (but in all events within thirty (30) days following the Termination); or

2

 


 

 

(ii)
within thirty (30) days prior to or at any time after the Certification Date but prior to the Vesting Date, the Performance Shares granted hereunder shall vest based on the greater of (i) the Target Vesting Percentage and the (ii) Earned Percentage, and be settled pursuant to Section 3 hereof (but in all events within thirty (30) days following the Termination).
5.
Effect of a Change in Control.
(a)
If the Administrator reasonably determines prior to a Change in Control that the Associate shall receive an “Alternative Award” meeting the requirements of the Plan, no cancellation, acceleration of vesting or other payment shall occur with respect to any Performance Share in connection with the Change in Control; provided, however, that if following a Change in Control, the Associate’s employment is terminated (other than for Cause and other than due to death or Disability) or the Associate resigns for Good Reason, in each case, at a time when any portion of the Alternative Award is unvested, the unvested portion of such Alternative Award shall immediately vest based on the Target Vesting Percentage and the Associate shall be provided with either cash or marketable stock equal to the fair market value of the stock subject to the Alternative Award on the date of Termination; provided, that if such Termination occurs during the last twelve (12) months of the Performance Cycle, the Earned Percentage shall be the greater of (i) Target Vesting Percentage and (ii) the projected Earned Percentage determined based on the projected performance achievement for the Performance Cycle, as certified by the Administrator in good faith.
(b)
If the Administrator reasonably determines prior to a Change in Control that the Associate shall not receive an “Alternative Award” meeting the requirements of the Plan, the Performance Shares granted hereunder shall vest immediately prior to the Change in Control based on the Target Vesting Percentage and shall be settled in Shares, which Shares shall be treated in the same manner as other Shares in such Change in Control; provided, that if such Change in Control occurs during the last twelve (12) months of the Performance Cycle, the Earned Percentage shall be the greater of (i) Target Vesting Percentage and (ii) the projected Earned Percentage determined based on the projected performance achievement for the Performance Cycle, as certified by the Administrator in good faith.
6.
Dividend Equivalents. If the Company pays any cash dividend or similar cash distribution on the Company Common Stock, the Company shall credit the Associate’s account with additional Performance Shares in an amount equal to (a) the product of (i) the number of the Associate’s Performance Shares as of the record date for such distribution times (ii) the per share amount of such dividend or similar cash distribution on Company Common Stock, divided by (b) the Fair Market Value on the date such additional Performance Shares are so credited, rounded down to the nearest whole number of shares. If the Company makes any dividend or other distribution on the Company Common Stock in the form of Company Common Stock or other securities, the Company will credit the Associate’s account with that number of additional shares of Company Common Stock or other securities that would have been distributed with respect to that number of shares of Company Common Stock underlying the Associate’s Performance Shares as of the record date thereof.

3

 


 

 

Any cash amounts or shares of Company Common Stock or other securities credited to the Associate’s account shall be paid to the Associate on the applicable settlement date.
7.
Restriction on Transfer; Non-Transferability of Performance Shares. The Performance Shares are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law or otherwise). Except as otherwise provided herein, no assignment or transfer of the Performance Shares, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such attempted assignment or transfer the Performance Shares shall terminate and become of no further effect.
8.
Tax Withholding. Any applicable tax withholding requirements in connection with the Performance Shares shall be satisfied in accordance with Section 15.11 of the Plan.
9.
Restrictive Covenant Agreement. The Associate acknowledges and agrees that as a condition of receipt of the grant of the Performance Shares the Associate shall execute and deliver to the Company a Noncompetition, Assignment of Work Product and Confidentiality Agreement (the “Restrictive Covenant Agreement”), in the form attached hereto as Exhibit A, the provisions of which are hereby incorporated by reference. The Associate acknowledges that the Associate has read and understands such covenants, including, specifically, the scope and duration thereof, and acknowledges and agrees that the terms of such Restrictive Covenant Agreement are in consideration for the Associate’s receipt of the grant of the Performance Shares under the Grant Notice, the Associate’s receipt of other benefits provided in the Grant Notice, these Performance Share T&Cs, in the Plan and elsewhere, and the Associate’s access to Confidential Information (as defined in the Restrictive Covenant Agreement). The Restrictive Covenant Agreement is in addition to and does not supersede any other agreements between the Associate and the Company and its Subsidiaries prohibiting competition with the Company and its Subsidiaries. No provisions in the Plan shall narrow the restrictions of, or terminate, the Restrictive Covenant Agreement and in the event of any inconsistency between the Restrictive Covenant Agreement and the Plan, the Restrictive Covenant Agreement shall govern. Nothing in the Restrictive Covenant Agreement shall be construed to restrict the right of an attorney to practice law to the extent protected by statute, common law or applicable rules of professional conduct.
10.
Miscellaneous.
(a)
Incorporation of Forfeiture Provisions. The Associate acknowledges and agrees that, pursuant to the Plan, he or she shall be subject to the Company’s Clawback Policy and Executive Clawback Policy and any generally applicable disgorgement or forfeiture provisions set forth in Article XIII of the Plan as of the Grant Date or as required by applicable law after the Grant Date.

4

 


 

 

(b)
Dispute Resolution. Any dispute or controversy between the Associate and the Company, whether arising out of or relating to these Performance Share T&Cs, the breach of these Performance Share T&Cs, or otherwise, shall be resolved in accordance with the Frontdoor We Listen Dispute Resolution Plan then in effect. Notwithstanding the foregoing, the Associate agrees that the Company may seek a temporary restraining order and/or preliminary injunction in any court of competent jurisdiction, without the posting of a bond, in order to preserve the status quo or to enforce the restrictive covenants contained in the Restrictive Covenant Agreement.
(c)
Authorization to Share Personal Data. The Associate authorizes any Affiliate of the Company that employs the Associate or that otherwise has or lawfully obtains personal data relating to the Associate to divulge or transfer such personal data to the Company or to a third party, in each case in any jurisdiction, if and to the extent appropriate in connection with these Performance Share T&Cs or the administration of the Plan.
(d)
No Rights as Stockholder. The Associate shall have no rights as a stockholder of the Company with respect to any Performance Shares or Shares covered by the Performance Shares until the delivery of the Shares.
(e)
No Right to Continued Employment. Nothing in these Performance Share T&Cs shall be deemed to confer on the Associate any right to continue in the employ of the Company or any Subsidiary, or to interfere with or limit in any way the right of the Company or any Subsidiary to terminate such employment at any time.
(f)
Binding Effect; Benefits. These Performance Share T&Cs shall be binding upon and inure to the benefit of the parties to these Performance Share T&Cs and their respective successors and assigns. Nothing in these Performance Share T&Cs, express or implied, is intended or shall be construed to give any person other than the parties to these Performance Share T&Cs or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.
(g)
Waiver; Amendment.
(i)
Waiver. Any party hereto or beneficiary hereof may by written notice to the other party (A) waive compliance with any of the conditions or covenants of the other party contained in these Performance Share T&Cs and (B) waive or modify performance of any of the obligations of the other party under these Performance Share T&Cs. Except as provided in the preceding sentence, no action taken pursuant to these Performance Share T&Cs, including, without limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver by the party or beneficiary taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto or beneficiary hereof of a breach of any provision of these Performance Share T&Cs shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party or beneficiary to exercise any right or privilege hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or privileges hereunder or shall be deemed a waiver of such party’s or beneficiary’s rights to exercise the same at any subsequent time or times hereunder.

5

 


 

 

(ii)
Amendment. These Performance Share T&Cs may not be amended, modified or supplemented orally, but only by a written instrument executed by the Associate and the Company.
(h)
Assignability. Neither these Performance Share T&Cs nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Company or the Associate without the prior written consent of the other party.
(i)
Applicable Law and Forum. These Performance Share T&Cs shall be governed by and construed in accordance with the law of the State of Delaware regardless of the application of rules of conflict of law that would apply the laws of any other jurisdiction. Subject to the dispute resolution provision contained herein, any judicial action to enforce, interpret or challenge these Performance Share T&Cs shall be brought in the federal or state courts located in the State of Delaware, which shall be the exclusive forum for resolving such disputes. Both parties irrevocably consent to the personal jurisdiction of such courts for purposes of any such action.
(j)
Waiver of Jury Trial. Each party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding arising out of these Performance Share T&Cs or any transaction contemplated hereby. Each party (i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into these Performance Share T&Cs by, among other things, the mutual waivers and certifications in this section.
(k)
Section and Other Headings, etc. The section and other headings contained in these Performance Share T&Cs are for reference purposes only and shall not affect the meaning or interpretation hereof.
(l)
Counterparts. These Performance Share T&Cs may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept these Performance Share T&Cs electronically, such acceptance shall constitute the Associate’s signature hereto.
(m)
Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan or the Grant Notice and these Performance Share T&Cs, the Plan or the Grant Notice, as applicable, shall govern and control.

 

* * *

6

 


EX-10.2 3 ftdr-ex10_2.htm EX-10.2 EX-10.2

Exhibit 10.2

2024 [CEO RSU] FORM AGREEMENT

RESTRICTED STOCK UNIT GRANT NOTICE
UNDER THE
FRONTDOOR, INC.
2018 OMNIBUS INCENTIVE PLAN

Frontdoor, Inc., a Delaware corporation (the “Company”), pursuant to its 2018 Omnibus Incentive Plan (the “Plan”), hereby grants to the Associate set forth below the number of Restricted Stock Units (“RSUs”), set forth below. The RSUs are subject to all of the terms and conditions as set forth in this grant notice, in the Restricted Stock Unit Terms and Conditions (attached hereto) (the “RSU T&Cs”), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein or in the RSU T&Cs shall have the meaning set forth in the Plan.

Associate: ###ParticipantName###

Grant Date: ###GrantDate###

Number of

RSUs: ###AwardsGranted###

Vesting: Provided that the Associate has not undergone a Termination of [employment/service] at the time of each applicable vesting date (or event), the RSUs will vest as follows:

One third (1/3) of the RSUs will vest on the first anniversary of the Grant Date; and
One third (1/3) of the RSUs will vest on the second anniversary of the Grant Date; and
One third (1/3) of the RSUs will vest on the third anniversary of the Grant Date;

provided, however, that in the event that the Associate undergoes a Termination of [employment/service] as a result of such Associate’s death or Disability, such Associate shall vest with respect to the RSUs that would have vested on the next scheduled vesting date multiplied by a fraction, the numerator of which is the number of days elapsed since (x) the Grant Date, if such Termination of [employment/service] occurs on or prior to the first anniversary of the Grant Date, or (y) the most recent prior anniversary of the Grant Date, if such Termination of [employment/service] occurs after the first anniversary of the Grant Date, and the denominator of which is 365 (or 366, as applicable).

1

 


 

[Termination of service: For purposes of these RSUs, “Termination of service” or any corollary or similar term or terms shall have the meaning set forth in the Plan except (i) the Associate ceasing to be employed by the Company but continuing to serve as a Director shall not be a Termination of service unless and until the date upon which such Associate also ceases to be a member of the Board; and (ii) the Associate ceasing to be a member of the Board but continuing to be employed by the Company shall not be a Termination of service unless and until the date upon which such Associate also ceases to be employed by the Company.]

* * *

2

003484-0001-14400-Active.28684855.2


 

FRONTDOOR, INC.

By:
Name:
Title:

3

[Signature Page to Time-Based Restricted Stock Unit Award]


 

THE UNDERSIGNED ASSOCIATE ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE TERMS AND CONDITIONS AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE TERMS AND CONDITIONS AND THE PLAN.

 

ASSOCIATE

 

_______________________________

###ParticipantName###

4

[Signature Page to Time-Based Restricted Stock Unit Award]


 

TERMS AND CONDITIONS
OF
RESTRICTED STOCK UNITS
UNDER THE
FRONTDOOR, INC.
2018 OMNIBUS INCENTIVE PLAN

Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) delivered to the Associate (as defined in the Grant Notice), and subject to the terms of these Restricted Stock Unit Terms and Conditions (these “RSU T&Cs”) and the Frontdoor, Inc. 2018 Omnibus Incentive Plan (the “Plan”), Frontdoor, Inc., a Delaware corporation (the “Company”), and the Associate agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan and the Grant Notice.

1.
Grant of Restricted Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Associate the number of Restricted Stock Units (the “RSUs”) provided in the Grant Notice. The Company may make one or more additional grants of Restricted Stock Units to the Associate under these RSU T&Cs by providing the Associate with a new Grant Notice, which may also include any terms and conditions differing from these RSU T&Cs to the extent provided therein. The Company reserves all rights with respect to the granting of additional Restricted Stock Units and makes no implied promise to grant additional Restricted Stock Units.
2.
Vesting. Subject to the conditions contained herein and in the Plan, the RSUs shall vest as provided in the Grant Notice.
3.
Settlement of RSUs. Subject to Section 8 hereof, promptly following the date on which any RSUs becomes vested, and in any event no later than March 15th of the calendar year following the calendar year in which such vesting occurs (the “Settlement Date”), the Company shall issue to the Associate or the Associate’s beneficiary, without charge, one (1) share of Company Common Stock for each such vested RSU; provided, however, that the Administrator may, in its sole discretion, elect to (A) pay cash or part cash and part Shares in lieu of issuing only Shares; or (B) defer the issuance of Shares (or cash or part cash and Shares, as the case may be) beyond the Settlement Date if such extension would not cause adverse tax consequences under Section 409A of the Code or any successor provision. If a cash payment is made in lieu of issuing Shares in respect of such RSUs, the amount of such payment shall be equal to the Fair Market Value per share of the Company Common Stock as of the applicable vesting date (or applicable date of settlement if clause (B) above is applicable).
4.
Treatment of RSUs Upon Termination. Unless otherwise (x) determined by the Administrator or (y) set forth in the Grant Notice, upon Termination of [employment/service] of the Associate:

5

 


 

(a)
all vesting with respect to the RSUs shall cease (after taking into account any vesting of Restricted Stock Units as set forth in the Grant Notice); and
(b)
the unvested RSUs shall be forfeited to the Company by the Associate as of the date of such Termination for no consideration.
5.
Effect of a Change in Control.
(a)
Unless otherwise (x) determined by the Administrator or (y) set forth in the Grant Notice, no cancellation, acceleration of vesting or other payment shall occur with respect to any RSU in connection with a Change in Control occurring prior to the third anniversary of the Grant Date, if the Administrator reasonably determines prior to the Change in Control that the Associate shall receive an “Alternative Award” meeting the requirements of the Plan; provided, however, that if within two years following a Change in Control, the Associate’s employment is involuntarily (other than for Cause) terminated or the Associate resigns with Good Reason (as defined below), at a time when any portion of the Alternative Award is unvested, the unvested portion of such Alternative Award shall immediately vest in full and such Associate shall be provided with either cash or marketable stock equal to the fair market value of the stock subject to the Alternative Award on the date of termination.
(b)
For purposes hereof, “Good Reason” means, without the Associate’s written consent, the occurrence of any of the following events:
(i)
The reduction in any material respect in the Associate’s position(s), authorities or responsibilities that the Associate had with the Company immediately prior to the time of the Change in Control;
(ii)
A material reduction in the Associate’s annual rate of base salary, annual target cash bonus opportunity or annual target long-term incentive opportunity, each in effect as of immediately prior to the date of the Change in Control; or
(iii)
A material change in the location of the Associate’s location of work which will be at least more than 50 miles from the Associate’s place at work at the Company immediately prior to the date of the Change in Control.

If the Associate determines that Good Reason exists, the Associate must notify the Company in writing, within ninety (90) days following the initial existence of such grounds that the Associate determines constitutes Good Reason, or else such event shall not constitute Good Reason under the terms of the Associate’s employment. If the Company remedies such event within thirty (30) days following receipt of such notice, the Associate may not terminate employment for Good Reason as a result of such event (the “Cure Period”). In the event the Company does not timely remedy such event, the Associate must terminate his employment ninety (90) days following the end of the Cure Period.

6.
Dividend Equivalents. If the Company pays any cash dividend or similar cash distribution on the Company Common Stock, the Company shall credit to the Associate’s account with additional RSUs in an amount equal to (a) the product of (i) the number of the Associate’s RSUs as of the record date for such distribution times (ii) the per share amount of such dividend or similar cash distribution on Company Common Stock, divided by (b) the Fair Market Value on the date such additional RSUs are so credited, rounded down to the nearest whole number of shares.

6

 


 

If the Company makes any dividend or other distribution on the Company Common Stock in the form of Company Common Stock or other securities, the Company will credit the Associate’s account with that number of additional shares of Company Common Stock or other securities that would have been distributed with respect to that number of shares of Company Common Stock underlying the Associate’s RSUs as of the record date thereof. Any cash amounts or shares of Company Common Stock or other securities credited to the Associate’s account shall be paid to the Associate on the applicable settlement date.
7.
Restriction on Transfer; Non-Transferability of RSUs. The RSUs are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law or otherwise). Except as otherwise provided herein, no assignment or transfer of the RSUs, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such attempted assignment or transfer the RSUs shall terminate and become of no further effect.
8.
Tax Withholding. Any applicable tax withholding requirements in connection with the RSUs shall be satisfied in accordance with Section 15.11 of the Plan.
9.
Restrictive Covenant Agreement. The Associate acknowledges and agrees that as a condition of receipt of the grant of the RSUs the Associate shall execute and deliver to the Company a Noncompetition, Assignment of Work Product and Confidentiality Agreement (the “Restrictive Covenant Agreement”), in the form attached hereto as Exhibit A, the provisions of which are hereby incorporated by reference. The Associate acknowledges that the Associate has read and understands such covenants, including, specifically, the scope and duration thereof, and acknowledges and agrees that the terms of such Restrictive Covenant Agreement are in consideration for the Associate’s receipt of the grant of the RSUs under the Grant Notice, the Associate’s receipt of other benefits provided in the Grant Notice, these RSU T&Cs, the Plan and elsewhere, and the Associate’s access to Confidential Information (as defined in the Restrictive Covenant Agreement). The Restrictive Covenant Agreement is in addition to and does not supersede any other agreements between the Associate and the Company and its Subsidiaries prohibiting competition with the Company and its Subsidiaries. No provisions in the Plan shall narrow the restrictions of, or terminate, the Restrictive Covenant Agreement and in the event of any inconsistency between the Restrictive Covenant Agreement and the Plan, the Restrictive Covenant Agreement shall govern. Nothing in the Restrictive Covenant Agreement shall be construed to restrict the right of an attorney to practice law to the extent protected by statute, common law or applicable rules of professional conduct.
10.
Miscellaneous.
(a)
Incorporation of Forfeiture Provisions. The Associate acknowledges and agrees that, pursuant to the Plan, he or she shall be subject to the Company’s Clawback Policy and [if applicable/__], Executive Clawback Policy and any generally applicable disgorgement or forfeiture provisions set forth in Article XIII of the Plan as of the Grant Date or as required by applicable law after the Grant Date.

7

 


 

(b)
Dispute Resolution. Any dispute or controversy between the Associate and the Company, whether arising out of or relating to these RSU T&Cs, the breach of these RSU T&Cs, or otherwise, shall be resolved in accordance with the Frontdoor We Listen Dispute Resolution Plan then in effect. Notwithstanding the foregoing, the Associate agrees that the Company may seek a temporary restraining order and/or preliminary injunction in any court of competent jurisdiction, without the posting of a bond, in order to preserve the status quo or to enforce the restrictive covenants contained on the Restrictive Covenant Agreement.
(c)
Authorization to Share Personal Data. The Associate authorizes any Affiliate of the Company that employs the Associate or that otherwise has or lawfully obtains personal data relating to the Associate to divulge or transfer such personal data to the Company or to a third party, in each case in any jurisdiction, if and to the extent appropriate in connection with these RSU T&Cs or the administration of the Plan.
(d)
No Rights as Stockholder; No Voting Rights. The Associate shall have no rights as a stockholder of the Company with respect to any RSUs or Shares covered by the RSUs until the delivery of the Shares.
(e)
No Right to Continued Employment. Nothing in these RSU T&Cs shall be deemed to confer on the Associate any right to continue in the employ of the Company or any Subsidiary, or to interfere with or limit in any way the right of the Company or any Subsidiary to terminate such employment at any time.
(f)
Binding Effect; Benefits. These RSU T&Cs shall be binding upon and inure to the benefit of the parties to these RSU T&Cs and their respective successors and assigns. Nothing in these RSU T&Cs, express or implied, is intended or shall be construed to give any person other than the parties to these RSU T&Cs or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.
(g)
Waiver; Amendment.
(i)
Waiver. Any party hereto or beneficiary hereof may by written notice to the other party (A) waive compliance with any of the conditions or covenants of the other party contained in these RSU T&Cs and (B) waive or modify performance of any of the obligations of the other party under these Terms and Condition. Except as provided in the preceding sentence, no action taken pursuant to these RSU T&Cs, including, without limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver by the party or beneficiary taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto or beneficiary hereof of a breach of any provision of these RSU T&Cs shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party or beneficiary to exercise any right or privilege hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or privileges hereunder or shall be deemed a waiver of such party’s or beneficiary’s rights to exercise the same at any subsequent time or times hereunder.

8

 


 

(ii)
Amendment. These RSU T&Cs may not be amended, modified or supplemented orally, but only by a written instrument executed by the Associate and the Company.
(h)
Assignability. Neither these RSU T&Cs nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Company or the Associate without the prior written consent of the other party.
(i)
Applicable Law and Forum. These RSU T&Cs shall be governed by and construed in accordance with the law of the State of Delaware regardless of the application of rules of conflict of law that would apply the laws of any other jurisdiction. Subject to the dispute resolution provision contained herein, any judicial action to enforce, interpret or challenge these RSU T&Cs shall be brought in the federal or state courts located in the State of Delaware, which shall be the exclusive forum for resolving such disputes. Both parties irrevocably consent to the personal jurisdiction of such courts for purposes of any such action.
(j)
Waiver of Jury Trial. Each party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding arising out of these RSU T&Cs or any transaction contemplated hereby. Each party (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into the Agreement by, among other things, the mutual waivers and certifications in this section.
(k)
Section and Other Headings, etc. The section and other headings contained in these RSU T&Cs are for reference purposes only and shall not affect the meaning or interpretation of these RSU T&Cs.
(l)
Counterparts. These RSU T&Cs may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept these RSU T&Cs electronically, such acceptance shall constitute the Associate’s signature hereto.
(m)
Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan or the Grant Notice and the provisions of these RSU T&Cs, the Plan or the Grant Notice, as applicable, shall govern and control.

* * *

 

 

 

 

9

 


EX-31.1 4 ftdr-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1



CHIEF EXECUTIVE OFFICER CERTIFICATION

I, William C. Cobb, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Frontdoor, Inc. for the period ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 2, 2024

 

 

 

 

 

/s/ William C. Cobb

 

 

Name: William C. Cobb

 

 

Title: Chief Executive Officer

 


EX-31.2 5 ftdr-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2



CHIEF FINANCIAL OFFICER CERTIFICATION

I, Jessica P. Ross, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Frontdoor, Inc. for the period ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 2, 2024

 

 



 

/s/ Jessica P. Ross

 

Name: Jessica P. Ross

 

Title: Senior Vice President and Chief Financial Officer

 


EX-32.1 6 ftdr-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

 

Certification of the Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, William C. Cobb, Chief Executive Officer of Frontdoor, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, (the “Periodic Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Frontdoor, Inc.

Date: May 2, 2024



 

/s/ William C. Cobb

 

Name: William C. Cobb

 

Title: Chief Executive Officer

 


EX-32.2 7 ftdr-ex32_2.htm EX-32.2 EX-32.2

Exhibit 32.2

Certification of the Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Jessica P. Ross, Senior Vice President and Chief Financial Officer of Frontdoor, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, (the “Periodic Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Frontdoor, Inc.



Date: May 2, 2024

 

 

/s/ Jessica P. Ross

 

Name: Jessica P. Ross

 

Title: Senior Vice President and Chief Financial Officer