EarthLink Holdings Corp.
Feb 17, 2016

EarthLink Reports Strong Fourth Quarter and Full Year 2015 Results

ATLANTA, Feb. 17, 2016 (GLOBE NEWSWIRE) -- EarthLink (EarthLink Holdings Corp.), (NASDAQ:ELNK), a leading network services provider dedicated to delivering great customer experiences, today announced financial results for its fourth quarter and full year 2015.

"2015 was a year of significant progress for EarthLink," said EarthLink Chief Executive Officer and President Joseph F. Eazor. "We executed on our business unit strategy and delivered strong financial performance as a result. Going into 2016 we are focusing on activities that pave the way to growth."  Eazor also announced changes to EarthLink's Board of Directors. "Today we're also announcing that long-time EarthLink Directors David Koretz and Wayne Wisehart will be retiring from our Board of Directors prior to our annual stockholders meeting in April. We are grateful for their dedication and many contributions to EarthLink since 2008."

Fourth Quarter 2015 Financial Summary

 Figures in US $ millions,    ThirdFourth  FullFull  
 except per shareFourth Quarter  QuarterQuarter  YearYear  
  20142015Change 20152015Change 20142015Change 
 Revenues             
 Enterprise/Mid-Market* $106.2 *   $110.0 $106.2 (3.5)% *  $445.0 *  
 Small Business*  66.5 *  72.9 66.5 (8.8)% * 297.0 *  
 Carrier/Transport* 34.3 *   34.2 34.3 0.3% * 135.9 *  
 Business Services225.7 206.9 (8.3)% 217.1 206.9 (4.7)% 930.9 877.9 (5.7)% 
 Consumer Services58.8 53.3 (9.4)% 53.8 53.3 (0.9)% 246.0 219.3 (10.9)% 
 Total Revenue284.5 260.2 (8.5)% 270.9 260.2 (3.9)% 1,176.9 1,097.3 (6.8)% 
               
 Gross Margin152.8 138.5 (9.4)% 148.5 138.5 (6.7)%  619.5 596.6 (3.7)% 
              
 Operating Expenses102.0 88.4 (13.3)% 90.8 88.4 (2.6)% 419.0 368.8 (12.0)% 
              
 Net Loss(22.5)(12.3)(45.3)% (10.5)(12.3)17.1% (72.8)(43.2)(40.7)% 
 Net Loss per share(0.22)(0.12)(45.5)% (0.10)(0.12)20.0% (0.71) (0.42)(40.8)% 
              
 Adjusted EBITDA (1)53.2 53.9 1.3% 61.4 53.9 (12.2)% 213.0 242.5 13.8% 
              
 Capital Expenditures28.6 27.1 (5.2)% 22.0 27.1 23.2% 102.9 87.5 (15.0)% 
               
 Cash134.1 91.3 (31.9)% 87.6 91.3 4.2% 134.1 91.3 (31.9 )% 
              
 Gross Debt (2)600.0 508.9 (15.2)% 513.9 508.9 (1.0)% 600.0 508.9 (15.2)% 
              
 Net Cash Provided by Operating Activities38.7 41.4 7.0% 74.0 41.4 (44.1)% 140.0 167.4 19.6% 
              
 Unlevered Free Cash Flow (1)24.6 26.8  8.9% 39.4 26.8 (32.0)% 110.2 155.0 40.7% 
       
 (1) Adjusted EBITDA and Unlevered Free Cash Flow are non-GAAP measures, see definitions in "Non-GAAP Measures" below. 
       
 (2) Gross debt excludes unamortized debt issuance costs, unamortized debt discount and capital leases. 
       
 * During the third quarter of 2015, the Company implemented certain organizational, operational and reporting changes that resulted in the disaggregation of its Business Services segment into three separate reportable segments: enterprise/mid-market, small business and carrier/transport. Management determined it is impracticable to restate financial information prior to 2015 to conform to the new segment structure. See Consolidated Financial Highlights and Footnote 7 to the Consolidated Financial Highlights for more detail. 
              

Revenue and Cost of Revenue

Net Loss and Adjusted EBITDA

Balance Sheet and Cash Flow

Non-GAAP Measures
Adjusted EBITDA is defined as net income (loss) before interest expense and other, net, income taxes, depreciation and amortization, stock-based compensation expense, impairment of goodwill and long-lived assets, restructuring, acquisition and integration-related costs, loss on extinguishment of debt, and gain (loss) from discontinued operations, net of tax. Unlevered Free Cash Flow is defined as net income (loss) before interest expense and other, net, income taxes, depreciation and amortization, stock-based compensation expense, impairment of goodwill and long-lived assets, restructuring, acquisition and integration-related costs, loss on extinguishment of debt, and gain (loss) from discontinued operations, net of tax, less cash used for purchases of property and equipment.

Adjusted EBITDA and Unlevered Free Cash Flow are non-GAAP financial measures.  They should not be considered in isolation or as an alternative to measures determined in accordance with U.S. generally accepted accounting principles. Please refer to the Consolidated Financial Highlights for a reconciliation of these non-GAAP financial measures to the most comparable measures reported in accordance with U.S. generally accepted accounting principles and Footnote 6 of the Consolidated Financial Highlights for a discussion of the presentation, comparability and use of such financial measures.

Conference Call for Analysts and Investors
EarthLink's Fourth Quarter 2015 Conference Call will be held on Thursday, February 18, 2016, at 8:30 a.m. ET and hosted by EarthLink's Chief Executive Officer and President Joseph F. Eazor and Executive Vice President and Chief Financial Officer Louis M. Alterman.

The dial-in number is:  (866) 887-3882.
Participants should reference the conference ID number 27956447 or "EarthLink Fourth Quarter 2015 Earnings Call" and dial in 10 minutes prior to the scheduled start time.

Webcast
A live Webcast of the conference call will be available at: http://ir.earthlink.net/.

Presentation
An investor presentation to accompany the conference call and webcast will be available
at: http://ir.earthlink.net/.

Replay
A webcast replay will be available from 11:30 a.m. ET on February 18, 2016 through midnight on March 17, 2016. Dial toll-free:  (855) 859-2056. The replay confirmation code is 27956447. The Webcast will be archived on the company's website at: http://ir.earthlink.net/events.cfm.

About EarthLink
EarthLink (EarthLink Holdings Corp.), (NASDAQ:ELNK) is a leading network services provider dedicated to delivering great customer experiences in a cloud connected world. We help thousands of multi-location businesses securely establish critical connections in the cloud. Our solutions for cloud and hybrid networking, security and compliance, and unified communications provide the cost-effective performance and agility to serve customers anytime, anywhere, via any channel, or any device. We operate a nationwide network spanning 29,000+ fiber route miles, with 90 metro fiber rings and secure data centers that provide ubiquitous data and voice IP coverage. To learn why thousands of specialty retailers, restaurants, franchisors, financial institutions, healthcare providers, professional service firms, local governments, residential consumers and other carriers choose to connect with us, visit us at www.earthlink.com, @earthlink, on LinkedIn and Google+.

Cautionary Information Regarding Forward-Looking Statements
This press release includes "forward-looking" statements (rather than historical facts) that are subject to risks and uncertainties that could cause actual results to differ materially from those described. Although we believe that the expectations expressed in these forward-looking statements are reasonable, we cannot promise that our expectations will turn out to be correct. Our actual results could be materially different from and worse than our expectations. With respect to such forward-looking statements, we seek the protections afforded by the Private Securities Litigation Reform Act of 1995. These risks include, without limitation: (1) that we may not be able to execute our strategy to successfully transition to a leading managed network, security and cloud services provider, which could adversely affect our results of operations and cash flows; (2) that we may not be able to increase revenues from our growth products and services to offset declining revenues from our traditional products and services, which could adversely affect our results of operations and cash flows; (3) that if we are unable to adapt to changes in technology and customer demands, we may not remain competitive, and our revenues and operating results could suffer; (4) that failure to achieve operating efficiencies and otherwise reduce costs would adversely affect our results of operations and cash flows; (5) that we may have to undertake further restructuring plans that would require additional charges; (6) that we may be unable to successfully divest non-strategic products, which could adversely affect our results of operations; (7) that acquisitions we complete could result in operating difficulties, dilution, increased liabilities, diversion of management attention and other adverse consequences, which could adversely affect our results of operations; (8) that we face significant competition in our business markets, which could adversely affect our results of operations; (9) that failure to retain existing customers could adversely affect our results of operations and cash flows; (10) that decisions by legislative or regulatory authorities, including the Federal Communications Commission, relieving incumbent carriers of certain regulatory requirements, and possible further deregulation in the future, may restrict our ability to provide services and may increase the costs we incur to provide these services; (11) that if we are unable to interconnect with AT&T, Verizon and other incumbent carriers on acceptable terms, our ability to offer competitively priced local telephone services will be adversely affected; (12) that the continued decline in switched access and reciprocal compensation revenue will adversely affect our results of operations; (13) that failure to obtain and maintain necessary permits and rights-of-way could interfere with our network infrastructure and operations; (14) that if our larger carrier customers terminate the service they receive from us, our wholesale revenue and results of operations could be adversely affected; (15) that we obtain a majority of our network equipment and software from a limited number of third-party suppliers; (16) that our commercial and alliance arrangements may not be renewed or may not generate expected benefits, which could adversely affect our results of operations; (17) that our consumer business is dependent on the availability of third-party network service providers; (18) that we face significant competition in the Internet access industry that could reduce our profitability; (19) that the continued decline of our consumer access subscribers will adversely affect our results of operations; (20) that lack of regulation governing wholesale Internet service providers could adversely affect our operations; (21) that cyber security breaches could harm our business; (22) that privacy concerns relating to our business could damage our reputation and deter current and potential users from using our services; (23) that interruption or failure of our network, information systems or other technologies could impair our ability to provide our services, which could damage our reputation and harm our operating results; (24) that our business depends on effective business support systems and processes; (25) that if we, or other industry participants, are unable to successfully defend against disputes or legal actions, we could face substantial liabilities or suffer harm to our financial and operational prospects; (26) that we may be accused of infringing upon the intellectual property rights of third parties, which is costly to defend and could limit our ability to use certain technologies in the future; (27) that we may not be able to protect our intellectual property; (28) that we may be unable to hire and retain sufficient qualified personnel, and the loss of any of our key executive officers could adversely affect us; (29) that unfavorable general economic conditions could harm our business; (30) that government regulations could adversely affect our business or force us to change our business practices; (31) that our business may suffer if third parties are unable to provide services or terminate their relationships with us; (32) that we may be required to recognize impairment charges on our goodwill and other intangible assets, which would adversely affect our results of operations and financial position; (33) that we may have exposure to greater than anticipated tax liabilities and we may be limited in the use of our net operating losses and certain other tax attributes in the future; (34) that our indebtedness could adversely affect our financial health and limit our ability to react to changes in our business and industry; (35) that we may require substantial capital to support business growth, and this capital may not be available to us on acceptable terms, or at all; (36) that our debt agreements include restrictive covenants, and failure to comply with these covenants could trigger acceleration of payment of outstanding indebtedness; (37) that we may reduce, or cease payment of, quarterly cash dividends; (38) that our stock price may be volatile; (39) that provisions of our certificate of incorporation, bylaws and other elements of our capital structure could limit our share price and delay a change of control of the company; and (40) that our bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders' flexibility in obtaining a judicial forum for disputes with us or our directors, officers or employees. These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results to differ significantly from management's expectations, are not intended to represent a complete list of all risks and uncertainties inherent in our business, and should be read in conjunction with the more detailed cautionary statements and risk factors included in our Annual Report on Form 10-K.


                
EARTHLINK HOLDINGS CORP.
Unaudited Condensed Consolidated Statements Of Operations
(in thousands, except per share data)
                 
 Three Months Ended Twelve Months Ended
 December 31, December 31,
  2014   2015   2014   2015 
                
Revenues$284,472  $260,237  $1,176,895  $1,097,252 
Operating costs and expenses:       
Cost of revenues (exclusive of depreciation and amortization shown separately below)131,677  121,727  557,436  500,628 
Selling, general and administrative (exclusive of depreciation and amortization shown separately below)  101,989  88,381  419,019  368,763 
Depreciation and amortization (1)47,686  46,826  186,872  188,315 
Impairment of long-lived assets (2)2,974    14,334   
Restructuring, acquisition and integration-related costs (3)9,095  4,484  20,088  19,320 
Total operating costs and expenses293,421  261,418  1,197,749  1,077,026 
Income (loss) from operations(8,949) (1,181) (20,854) 20,226 
Interest expense and other, net(14,253) (11,192) (56,261) (50,972)
Loss on extinguishment of debt (4)      (9,734)
Loss from continuing operations before income taxes(23,202) (12,373) (77,115)  (40,480)
Income tax (provision) benefit1,152  91  4,744   (2,730)
Loss from continuing operations(22,050) (12,282) (72,371) (43,210)
Loss from discontinued operations, net of tax (5)(442)   (381)  
Net loss$(22,492) $(12,282) $(72,752) $(43,210)
         
Basic and diluted net loss per share       
Continuing operations$(0.22) $(0.12) $(0.71) $(0.42)
Discontinued operations       
Basic and diluted net loss per share$(0.22) $(0.12) $(0.71) $(0.42)
Basic and diluted weighted average common shares outstanding102,315  103,862  102,313 103,388
                 
Dividends declared per share$0.05  $0.05  $0.20  $0.20 
                


    
EARTHLINK HOLDINGS CORP.
Unaudited Condensed Consolidated Balance Sheets
(in thousands, except per share data)
    
 December 31,
 2014
 December 31,
 2015
ASSETS
Current assets:   
Cash and cash equivalents$134,133  $91,296 
Accounts receivable, net of allowance of $6,211 and $3,537 as of December 31, 2014 and 2015, respectively92,616  74,724 
Prepaid expenses13,761  14,187 
Other current assets13,671  9,724 
Total current assets254,181  189,931 
Property and equipment, net404,713  372,504 
Goodwill137,751  137,751 
Other intangible assets, net91,490  25,325 
Other long-term assets11,061  9,141 
Total assets$899,196  $734,652 
    
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:   
Accounts payable$23,726  $18,442 
Accrued payroll and related expenses50,197  50,532 
Other accrued liabilities85,181  64,305 
Deferred revenue43,940  40,229 
Current portion of long-term debt and capital lease obligations1,537  6,787 
Total current liabilities204,581  180,295 
Long-term debt and capital lease obligations595,319  505,613 
Long-term deferred income taxes, net3,199  3,876 
Other long-term liabilities21,313  22,022 
Total liabilities824,412   711,806 
Stockholders' equity:   
Preferred stock, $0.01 par value, 100,000 shares authorized, 0 shares issued and outstanding as of December 31, 2014 and 2015   
Common stock, $0.01 par value, 300,000 shares authorized, 198,623 and 200,207 shares issued as of December 31, 2014 and 2015, respectively, and 102,296 and 103,880 shares outstanding as of December 31, 2014 and 2015, respectively1,986  2,002 
Additional paid-in capital2,035,382  2,026,638 
Accumulated deficit(1,217,727) (1,260,937)
Treasury stock, at cost, 96,327 shares as of December 31, 2014 and 2015(744,857) (744,857)
Total stockholders' equity74,784  22,846 
Total liabilities and stockholders' equity$899,196  $734,652 
        


 
EARTHLINK HOLDINGS CORP.
Reconciliation of Net Loss to Adjusted EBITDA (6)
(in thousands)
  
 Three Months Ended Twelve Months Ended
 December 31, September 30, December 31, December 31, December 31,
  2014   2015   2015   2014   2015 
Net loss$  (22,492) $  (10,523) $  (12,282) $  (72,752) $  (43,210)
Interest expense and other, net 14,253   11,731   11,192   56,261   50,972 
Income tax provision (benefit) (1,152)  2,060   (91)  (4,744)  2,730 
Depreciation and amortization (1) 47,686   46,502   46,826   186,872   188,315 
Stock-based compensation expense 2,392   3,635   3,730   12,600   14,594 
Impairment of long-lived assets (2) 2,974         14,334    
Restructuring, acquisition and integration-related costs (3)   9,095   5,486   4,484   20,088   19,320 
Loss on extinguishment of debt (4)    2,482         9,734 
Loss from discontinued operations, net of tax (5) 442         381    
Adjusted EBITDA (6)$  53,198  $  61,373  $  53,859  $  213,040  $  242,455 
 


 
EARTHLINK HOLDINGS CORP.
Reconciliation of Net Loss to Unlevered Free Cash Flow (6)
(in thousands)
  
 Three Months Ended Twelve Months Ended
 December 31, September 30, December 31,  December 31, December 31,
  2014    2015   2015    2014   2015 
Net loss$  (22,492) $  (10,523) $  (12,282) $  (72,752) $  (43,210)
Interest expense and other, net 14,253    11,731   11,192   56,261   50,972 
Income tax provision (benefit) (1,152)  2,060   (91)  (4,744)  2,730 
Depreciation and amortization (1)  47,686   46,502   46,826   186,872   188,315 
Stock-based compensation expense 2,392   3,635   3,730   12,600   14,594 
Impairment of long-lived assets (2) 2,974         14,334    
Restructuring, acquisition and integration-related costs (3)   9,095   5,486   4,484   20,088   19,320 
Loss on extinguishment of debt (4)    2,482         9,734 
Loss from discontinued operations, net of tax (5) 442         381    
Purchases of property and equipment (28,624)  (22,011)  (27,055)  (102,863)  (87,468)
Unlevered Free Cash Flow (6)$  24,574  $  39,362  $  26,804  $  110,177  $  154,987 
 

 

 
EARTHLINK HOLDINGS CORP.
Reconciliation of Net Cash Provided by Operating Activities to Unlevered Free Cash Flow (6)
(in thousands)
  
 Three Months Ended Twelve Months Ended
 December 31, September 30, December 31, December 31, December 31,
  2014   2015   2015   2014   2015 
Net cash provided by operating activities$  38,657  $  73,962  $  41,359  $  139,995  $  167,448 
Income tax provision (benefit) (1,152)  2,060   (91)  (4,744)  2,730 
Non-cash income taxes (4,530)  (151)  (145)  (591)  (677)
Interest expense and other, net 14,253   11,731   11,192   56,261   50,972 
Amortization of debt discount, premium and issuance costs   (1,037)  (849)  (831)  (4,104)  (3,703)
Restructuring, acquisition and integration-related costs (3) 9,095   5,486   4,484   20,088   19,320 
Changes in operating assets and liabilities (2,578)  (30,951)  (2,324)  5,673   6,721 
Purchases of property and equipment (28,624)  (22,011)  (27,055)  (102,863)  (87,468)
Other, net 490   85   215   462   (356)
Unlevered Free Cash Flow (6)$  24,574  $  39,362  $  26,804  $  110,177  $  154,987 
          
Net cash used in investing activities$  (28,624) $  (22,011) $  (27,055) $  (102,777) $  (87,468)
Net cash used in financing activities$  (5,512) $  (51,690) $  (10,631) $  (19,721) $  (122,817)
 

  

 
EARTHLINK HOLDINGS CORP.
Supplemental Schedule of New Segment Information (7)
(in thousands)
    
 Three Months Twelve Months
 Ended Ended
 December 31, 2015 December 31, 2015
Enterprise/Mid-Market        
Revenues$  106,159  $  444,968 
Cost of revenues (excluding depreciation and amortization) 54,285   221,347 
Gross margin 51,874   223,621 
Small Business   
Revenues 66,462   297,039 
Cost of revenues (excluding depreciation and amortization) 32,863   139,440 
Gross margin 33,599   157,599 
Carrier/Transport   
Revenues 34,299   135,905 
Cost of revenues (excluding depreciation and amortization)   15,855   61,979 
Gross margin 18,444   73,926 
Consumer Services   
Revenues 53,317   219,340 
Cost of revenues (excluding depreciation and amortization) 18,724   77,862 
Gross margin 34,593   141,478 
Consolidated   
Revenues 260,237   1,097,252 
Cost of revenues (excluding depreciation and amortization)   121,727    500,628 
Gross margin 138,510    596,624 
Selling, general and administrative expenses 88,381   368,763 
Depreciation and amortization (1) 46,826   188,315 
Restructuring, acquisition and integration-related costs (3) 4,484   19,320 
Interest expense and other, net  11,192   50,972 
Loss on extinguishment of debt (4)    9,734 
Loss from continuing operations before income taxes$  (12,373) $  (40,480)
 

 

 
EARTHLINK HOLDINGS CORP.
Supplemental Schedule of Segment Information (7)
(in thousands)
  
 Three Months Ended Twelve Months Ended
 December 31, December 31,
  2014   2015   2014   2015 
Business Services                
Revenues$  225,658  $  206,920  $  930,931  $  877,912 
Cost of revenues (excluding depreciation and amortization)   110,919   103,003   469,523   422,766 
Gross margin 114,739   103,917   461,408   455,146 
Direct segment operating expenses 85,459   75,726   345,982   316,220 
Segment operating income$  29,280  $  28,191  $  115,426  $  138,926 
Consumer Services        
Revenues$  58,814  $  53,317  $  245,964  $  219,340 
Cost of revenues (excluding depreciation and amortization) 20,758   18,724   87,913   77,862 
Gross margin 38,056   34,593   158,051   141,478 
Direct segment operating expenses 10,081   7,455   43,615    30,731 
Segment operating income$  27,975  $  27,138  $  114,436  $  110,747 
Consolidated       
Revenues$  284,472  $  260,237  $  1,176,895  $  1,097,252 
Cost of revenues (excluding depreciation and amortization) 131,677   121,727   557,436   500,628 
Gross margin 152,795   138,510   619,459   596,624 
Direct segment operating expenses 95,540   83,181   389,597   346,951 
Segment operating income 57,255   55,329   229,862   249,673 
Depreciation and amortization (1) 47,686   46,826   186,872   188,315 
Impairment of long-lived assets (2) 2,974      14,334    
Restructuring, acquisition and integration-related costs (3) 9,095   4,484   20,088   19,320 
Corporate operating expenses 6,449   5,200   29,422   21,812 
Interest expense and other, net 14,253   11,192   56,261    50,972 
Loss on extinguishment of debt (4)          9,734 
Loss from continuing operations before income taxes$  (23,202) $  (12,373) $  (77,115) $  (40,480)
 

 

 
EARTHLINK HOLDINGS CORP.
Supplemental Schedule of Revenue Detail
(in thousands)
  
 Three Months Ended Twelve Months Ended
 December 31, December 31,
  2014   2015   2014   2015 
Business Services               
Retail services$  183,719  $  167,900  $  756,747  $  722,895 
Wholesale services 36,909   34,299   154,109   135,905 
Other services 5,030   4,721    20,075   19,112 
Total revenues 225,658   206,920    930,931   877,912 
Consumer Services       
Access services 47,343   41,079   202,008   173,389 
Value-added services   11,471   12,238   43,956   45,951 
Total revenues 58,814   53,317   245,964    219,340 
Total Revenues$  284,472  $  260,237  $  1,176,895  $  1,097,252 
 

  

 
EARTHLINK HOLDINGS CORP.
Supplemental Financial Data
      
 December 31, September 30 , December 31,
 2014 2015 2015
Employee Data      
Number of employees at end of period (8)  2,659 2,144 2,138
      

 

 
EARTHLINK HOLDINGS CORP.
Consumer Services Operating Metrics
  
 Three Months Ended
 December 31, September 30, December 31,
  2014   2015   2015 
            
Average narrowband subscribers (9)   487,000   466,000   454,000 
Average broadband subscribers (9) 350,000   298,000   286,000 
Average consumer subscribers (9) 837,000   764,000   740,000 
            
ARPU (10)$  23.42  $  23.48  $  24.01 
Churn rate (11) 1.9%  1.7%  1.8%
            

EARTHLINK HOLDINGS CORP.
Footnotes to Consolidated Financial Highlights

1. Based on the current amount of definite-lived intangible assets, the Company expects to record amortization expense of approximately $23.6 million, $1.3 million and $0.4 million during the years ending December 31, 2016, 2017 and 2018, respectively. Within 2016, the Company expects to record amortization expense of approximately $12 million during the first quarter, $7 million during the second quarter, $4 million during the third quarter and $1 million during the fourth quarter. Actual amortization expense to be reported in future periods could differ materially from these estimates as a result of acquisitions, changes in useful lives and other relevant factors.

2. During the three and twelve months ended December 31, 2014, the Company recorded $3.0 million and $14.3 million, respectively, for impairment of property and equipment, which consisted of impairment of work in progress for information technology projects not expected to be used.

3. Restructuring, acquisition and integration-related costs consisted of the following for the periods presented (in thousands):

    
 Three Months Ended December 31, Twelve Months Ended December 31,
  2014   2015   2014   2015 
        
Integration-related costs$  1,058  $  1,423  $  9,043  $  5,924 
Severance, retention and other employee costs 7,292   2,863   9,297   9,798 
Facility-related costs 745   198   1,744   3,598 
Transaction-related costs       4    
Restructuring, acquisition and integration-related costs  $  9,095  $  4,484  $  20,088  $  19,320 
 

Restructuring, acquisition and integration-related costs consist of costs related to the Company's restructuring, acquisition and integration-related activities. Such costs include:1) integration-related costs, such as system conversions, rebranding costs and integration-related consulting and employee costs; 2) severance, retention and other employee termination costs associated with restructuring, acquisition and integration activities and with certain voluntary employee separations; 3) facility-related costs, such as lease termination and asset impairments; and 4) transaction-related costs, which are direct costs incurred to effect a business combination, such as advisory, legal, accounting, valuation and other professional fees. 

4. During the twelve months ended December 31, 2015, the Company recorded $9.7 million for losses on extinguishment of debt. The losses consisted of premiums paid on the Company's debt repurchases and redemptions, the write-off of unamortized discount on debt and the write-off of unamortized debt issuance costs. In March 2015, the Company repurchased $21.1 million outstanding principal amount of its 8.875% Senior Notes due 2019 (the "Senior Notes") in the open market. In April 2015, the Company repurchased $5.0 million outstanding principal amount of its Senior Notes in the open market. In June 2015, the Company redeemed $70.0 million aggregate principal amount of its Senior Notes pursuant to terms under the indenture. In August 2015, the Company repurchased $30.0 million aggregate principal amount of its Senior Notes in the open market.

 

5. The operating results of the Company's telecom systems business acquired as part of ITC^DeltaCom have been separately presented as discontinued operations for all periods presented. On August 2, 2013, the Company sold its telecom systems business. The Company has no significant continuing involvement in the operations or significant continuing direct cash flows.

6. Adjusted EBITDA is defined as net income (loss) before interest expense and other, net, income taxes, depreciation and amortization, stock-based compensation expense, impairment of goodwill and long-lived assets, restructuring, acquisition and integration-related costs, loss on extinguishment of debt, and gain (loss) from discontinued operations, net of tax. Unlevered Free Cash Flow is defined as net income (loss) before interest expense and other, net, income taxes, depreciation and amortization, stock-based compensation expense, impairment of goodwill and long-lived assets, restructuring, acquisition and integration-related costs, loss on extinguishment of debt, and gain (loss) from discontinued operations, net of tax, less cash used for purchases of property and equipment.

Adjusted EBITDA and Unlevered Free Cash Flow are non-GAAP measures and are not determined in accordance with U.S. generally accepted accounting principles. These non-GAAP financial measures are commonly used in the industry and are presented because management believes they provide relevant and useful information to investors. Management uses these non-GAAP financial measures to evaluate the performance of its business and determine bonuses. Management believes that excluding the effects of certain non-cash and non-operating items enables investors to better understand and analyze the current period's results and provides a better measure of comparability. There are limitations to using these non-GAAP financial measures. Adjusted EBITDA and Unlevered Free Cash Flow are not indicative of cash provided or used by operating activities and may differ from comparable information provided by other companies.  Adjusted EBITDA and Unlevered Free Cash Flow should not be considered in isolation, as an alternative to, or more meaningful than measures of financial performance determined in accordance with U.S. GAAP.

7. The Company reports segment information along the same lines that its Chief Operating Decision Maker reviews its operating results in assessing performance and allocating resources. The Company has historically operated two reportable segments, Business Services and Consumer Services. The Company's Business Services segment provided a broad range of data, voice and managed services to retail and wholesale business customers. The Company's Consumer Services segment provided nationwide Internet access and related value-added services to residential customers.

During the three months ended September 30, 2015, the Company implemented certain organizational, operational and reporting changes that resulted in the disaggregation of its Business Services segment into three separate reportable segments: Enterprise/Mid-Market, Small Business and Carrier/Transport. The Consumer Services segment was not impacted. The Company's new reportable segments are strategic business units that are aligned around distinct customer categories. The Company reorganized its business around these business units to optimize operations. The Company began reporting the disaggregated information to its Chief Operating Decision Maker during the three months ended September 30, 2015. As a result, the Company now operates the following four reportable segments:

Segment information for the three and twelve months ended December 31, 2014 has not been restated to reflect the Company's new reportable segment structure. The Company began recording revenue and expense transactions at the new segment level in 2015. Management has determined that it is impracticable to restate financial information prior to 2015 to conform to the new reportable segment structure due to the level of effort required to segment customers that terminated service prior to 2015 and identify the related cost of revenue associated with those customers, as this information is not currently available. For comparability purposes, the Company presented segment results under the Company's previous reportable segment structure for the three and twelve months ended December 31, 2014 and 2015.

The Company evaluates performance of its new segment structure based on segment gross margin. Segment gross margin includes revenues from external customers and related cost of revenues. Costs excluded from segment gross margin include selling, general and administrative expenses, depreciation and amortization, impairment of goodwill and intangible assets, restructuring, acquisition and integration-related costs, and interest expense and other, net, as they are not considered in the measurement of segment performance.

The Company evaluated performance of its previous segment structure based on segment operating income. Segment operating income includes revenues from external customers, related cost of revenues and operating expenses directly attributable to the segment, which included costs over which segment managers have direct discretionary control, such as advertising and marketing programs, customer support expenses, product development expenses, certain technology and facilities expenses, billing operations and provisions for doubtful accounts. Segment operating income excluded other income and expense items and certain expenses over which segment managers do not have discretionary control. Costs excluded from segment operating income include various corporate expenses (consisting of certain costs such as corporate management, human resources, finance and legal), depreciation and amortization, impairment of goodwill and intangible assets, restructuring, acquisition and integration-related costs, stock-based compensation expense, and interest expense and other, net, as they were not considered in the measurement of segment performance.

8. Represents full-time equivalents.

9. Average subscribers for the three month periods is calculated by averaging the ending monthly subscribers or accounts for the four months preceding and including the end of the quarterly period. 

10. ARPU represents the average monthly revenue per user (subscriber). ARPU is computed by dividing average monthly revenue for the period by the average number of subscribers for the period. Average monthly revenue used to calculate ARPU includes recurring service revenue as well as nonrecurring revenues associated with equipment and other one-time charges associated with initiating or discontinuing services.

11. Churn rate is used to measure the rate at which subscribers discontinue service on a voluntary or involuntary basis.  Churn rate is computed by dividing the average monthly number of subscribers that discontinued service during the period by the average subscribers for the period.

Investors

Trey Huffman

404-748-6219

huffmanal@elnk.com



Media

Bert Kelly

678-891-0317

bert.kelly@elnk.com

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Source: EarthLink Holdings Corp.

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