EarthLink Announces First Quarter 2009 Results
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EarthLink Announces First Quarter 2009 Results

EarthLink Announces First Quarter 2009 Results
Tuesday April 28, 2009 06:10:01

EarthLink Announces First Quarter 2009 Results

Beats First Call Consensus EPS Estimates; Raises Full Year Guidance

ATLANTA, April 28 -- EarthLink, Inc. (NASDAQ:ELNK) today announced financial results for its first quarter ended March 31, 2009. Highlights for the first quarter include:

  --  Net income of $32.5 million or $0.30 per share
  --  Adjusted EBITDA (a non-GAAP measure) of $68.9 million
  --  Free cash flow (a non-GAAP measure) of $65.7 million
  --  Ending cash and marketable securities balance of $565.8 million
  --  Repurchased 3.6 million shares of common stock

  --  Increased full year Adjusted EBITDA (a non-GAAP measure) guidance to
      $220 million - $230 million


"In light of the difficult economic environment, we are especially pleased with our first quarter results. Most of our key metrics were in line with, or above expectations," stated EarthLink Chairman and Chief Executive Officer Rolla P. Huff. "Our disciplined approach to continuously re-building and right-sizing our consumer access business is continuing to generate significant cash flow and meaningful shareholder value. Based on subscriber trends and confidence in our ability to manage the cost structure of the business, we continue to expect total year 2009 Adjusted EBITDA margins to be consistent with total year 2008, and are therefore raising our previously announced guidance for full year 2009 results."

Financial and Operating Results

EarthLink reported revenue of $199.1 million in the first quarter of 2009, an 8 percent decrease from the fourth quarter of 2008 and a 24 percent decline compared to the first quarter of 2008. The sequential decline was expected based on historic seasonality in the first quarter, ongoing subscriber mix trends, and changes in the structure of certain partner relationships which contributed to lower revenue but higher gross margin percentages for this quarter.

Total sales and marketing, operations, customer support, and general and administrative expenses for the first quarter were $63.4 million, down 11 percent versus the prior quarter and a 33 percent improvement from the year-ago quarter. Despite the company's lowered investment in marketing spend for demand stimulation; EarthLink reported a sequential increase in gross subscriber adds over the prior quarter for its premium narrowband, value narrowband and DSL products.

Profitability and Other Financial Measures

EarthLink realized $32.5 million, or $0.30 per share, of income from continuing operations in the first quarter of 2009, a 33 percent improvement compared to $24.4 million, or $0.22 per share, in the fourth quarter of 2008, and down from $55.1 million, or $0.50 per share, reported in the first quarter of 2008. Net income was $32.5 million, or $0.30 per share, for the first quarter of 2009, up 33 percent from the prior quarter's net income of $24.4 million, or $0.22 per share, and down from $51.7 million, or $0.47 per share, in the year-ago quarter. The first quarter of 2009 included an income tax provision of $20.9 million, compared with $9.3 million in the first quarter of 2008 and an income tax benefit of $56.1 million in the fourth quarter of 2008 that was due to the partial release of EarthLink's valuation allowance related to its deferred tax assets.

The continued reductions in sales and marketing and back office support expenses resulted in EarthLink generating Adjusted EBITDA (a non-GAAP measure, see definition in "Non-GAAP Measures" below) of $68.9 million for the first quarter of 2009, as compared to $72.4 million in the fourth quarter of 2008 and $82.1 million in the first quarter of 2008.

Balance Sheet and Cash Flow

Free cash flow (a non-GAAP measure, see definition in "Non-GAAP Measures" below) was $65.7 million during the first quarter of 2009, compared to $70.1 million during the fourth quarter of 2008 and $81.7 million in the first quarter of 2008. The company had capital expenditures of $3.1 million in the first quarter of 2009.

EarthLink ended the first quarter with $565.8 million in cash and marketable securities, an increase of $31.5 million from December 31, 2008. EarthLink utilized $22.3 million in cash in the first quarter to repurchase 3.6 million shares of the company's common stock.

"EarthLink continued to opportunistically return cash to shareholders through stock buybacks in an economic environment where most companies are eliminating these types of programs," explained Huff. "We continue to believe that nothing should be off the table as we evaluate our future capital structure alternatives. The strength of our balance sheet during these uncertain economic times provides us the optionality to concurrently evaluate strategic alternatives that would create additional shareholder value. We continue to be disciplined and patient as we consider all of the opportunities available to the company."

Business Outlook

The following statements are forward-looking, and actual results may differ materially. See comments under "Cautionary Information Regarding Forward-Looking Statements" below. EarthLink undertakes no obligation to update these statements.

Today the company is raising and narrowing its previously announced guidance for 2009. For full year 2009 management now expects Adjusted EBITDA of $220 million to $230 million. Full year guidance for free cash flow is being increased to $200 million to $220 million, based upon the aforementioned Adjusted EBITDA guidance along with $10 million to $20 million in estimated capital expenditures. Additionally, EarthLink now expects to generate income from continuing operations of $90 million to $100 million for full year 2009.

Non-GAAP Measures

Adjusted EBITDA is defined as income from continuing operations before interest expense and other, net, income taxes, depreciation and amortization, stock-based compensation expense under SFAS No. 123(R), gain (loss) on investments, net, impairment of goodwill and intangible assets, and facility exit and restructuring costs.

Free cash flow is defined as income from continuing operations before interest expense and other, net, income taxes, depreciation and amortization, stock-based compensation expense under SFAS No. 123(R), gain (loss) on investments, net, impairment of goodwill and intangible assets, and facility exit and restructuring costs, less cash used for purchases of property and equipment and purchases of subscriber bases.

Adjusted EBITDA and free cash flow are non-GAAP financial performance 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 performance measures to the most comparable measures reported in accordance with U.S. generally accepted accounting principles and Footnote 5 of the Consolidated Financial Highlights for a discussion of the presentation, comparability and use of such financial performance measures.

  Conference Call for Analysts and Investors
  Conference Call Details

Tuesday, April 28, 2009, at 8:30 a.m. EDT hosted by EarthLink's Chairman and Chief Executive Officer, Rolla P. Huff and Chief Financial Officer, Kevin Dotts.

  U.S. and Canada Dial-in Number           800-706-0730
  International Dial-in Number             706-634-5173


Participants reference the EarthLink call and dial in 10 minutes prior to scheduled start time.

Webcast

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

Replay

Replay available from at 9:30 a.m. EDT on April 28 through midnight on May 5.

Dial 800-642-1687 from US and Canada, International callers dial 706-645-9291.

The replay confirmation code is 93310805.

The Webcast will be archived on the company's website at: http://ir.earthlink.net/events.cfm

About EarthLink

"EarthLink. We revolve around you(TM)." A leading Internet service provider, Atlanta-based EarthLink has earned an award-winning reputation for outstanding customer service and its suite of online products and services. EarthLink offers what every user should expect from their Internet experience: high-quality connectivity, minimal online intrusions and customizable features. Whether it's dial up, high speed, voice, web hosting or "EarthLink Extras" like home networking or security, EarthLink connects people to the power and possibilities of the Internet. Learn more about EarthLink by calling (800) EARTHLINK or visiting EarthLink's website at www.EarthLink.net.

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. We disclaim any obligation to update any forward-looking statements contained herein, except as may be required pursuant to applicable law. With respect to forward-looking statements in this press release, the company seeks the protections afforded by the Private Securities Litigation Reform Act of 1995. These risks include, without limitation, (1) that the continued decline of our consumer access subscribers, combined with the change in mix of our consumer access subscriber base from narrowband to broadband, will adversely affect our results of operations; (2) that we face significant competition which could reduce our profitability; (3) that adverse economic conditions may harm our business; (4) that as a result of our continuing review of our business, we may have to undertake further restructuring plans that would require additional charges, including incurring facility exit and restructuring charges; (5) that if we do not continue to innovate and provide products and services that are useful to subscribers, we may not remain competitive, and our revenues and operating results could suffer; (6) that we may be unsuccessful in making and integrating acquisitions and investments into our business, which could result in operating difficulties, losses and other adverse consequences; (7) that our business is dependent on the availability of third-party telecommunications service providers; (8) that our commercial and alliance arrangements may not be renewed, which could adversely affect our results of operations; (9) that our business may suffer if third parties used for technical and customer service and technical support and certain billing services are unable to provide these services, cannot expand to meet our needs or terminate their relationships with us; (10) that service interruptions or impediments could harm our business; (11) that government regulations could adversely affect our business or force us to change our business practices; (12) that privacy concerns relating to our business could damage our reputation and deter current and potential users from using our services; (13) that we may not be able to protect our intellectual property; (14) 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; (15) that we could face substantial liabilities if we are unable to successfully defend against legal actions; (16) that our business depends on effective business support systems, processes and personnel; (17) 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; (18) that our VoIP business exposes us to certain risks that could cause us to lose customers, expose us to significant liability or otherwise harm our business; (19) that we may be required to recognize additional impairment charges on our goodwill and intangible assets, which would adversely affect our results of operations and financial position; (20) that the use of our net operating losses and certain other tax attributes could be limited in the future; (21) that our stock price has been volatile historically and may continue to be volatile; (22) that our indebtedness could adversely affect our financial health and limit our ability to react to changes in our industry; and (23) that provisions of our second restated certificate of incorporation, amended and restated bylaws and other elements of our capital structure could limit our share price and delay a change of management. 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 for the year ended December 31, 2008.

                         EARTHLINK, INC.
    Unaudited Condensed Consolidated Statements Of Operations
              (in thousands, except per share data)

                                                  Three Months
                                                 Ended March 31,
                                               ---------------------
                                                 2008      2009
                                                ------    ------
  Revenues:
    Access and service                         $234,849  $178,698
    Value-added services                         28,225    20,365
                                               --------  ---------
      Total revenues                            263,074   199,063

  Operating costs and expenses:
    Cost of revenues                             97,551    75,565
    Sales and marketing                          30,916    17,022
    Operations and customer support              39,224    27,746
    General and administrative                   24,926    18,622
    Amortization of intangible assets             4,013     2,147
    Facility exit and restructuring costs (1)     1,030       488
                                               --------  ---------

      Total operating costs and expenses        197,660   141,590

  Income from operations                         65,414    57,473
  Gain on investments, net                            -       259
  Interest expense and other, net (2)            (1,041)   (4,291)
                                               --------  ---------

      Income from continuing operations
       before income taxes                       64,373    53,441
  Income tax provision                           (9,274)  (20,944)
                                               --------  ---------

      Income from continuing operations          55,099    32,497
  Loss from discontinued operations,
   net of tax (3)                                (3,392)        -
                                               --------  ---------
      Net income                                $51,707   $32,497
                                               ========  =========
  Basic net income per share
    Continuing operations                         $0.50     $0.30
    Discontinued operations                       (0.03)        -
                                               --------  ---------

    Basic net income per share                    $0.47     $0.30
                                               ========  =========
    Basic weighted average common
     shares outstanding                         109,493   108,071
                                               ========  =========
  Diluted net income per share
    Continuing operations                         $0.50     $0.30
    Discontinued operations                       (0.03)        -
    Diluted net income per share                  $0.47     $0.30
                                               ========  =========
    Diluted weighted average common
     shares outstanding                         110,300   109,168
                                               ========  =========



                               EARTHLINK, INC.
            Reconciliation of Income from Continuing Operations to
                            Adjusted EBITDA (5)
                               (in thousands)

                                              Three Months Ended
                                            -----------------------
                                      March 31,    December 31,    March 31,
                                        2008           2008         2009
                                      --------     ------------    ---------

  Income from continuing operations    $55,099        $27,304      $32,497
  Income tax provision (benefit)         9,274        (56,107)      20,944
  Depreciation and amortization         10,482          6,982        6,509
  Stock-based compensation expense       5,152          5,814        4,390
  (Gain) loss on investments, net            -          2,969         (259)
  Interest expense and other, net (2)    1,041          1,747        4,291
  Impairment of goodwill and
   intangible assets (4)                     -         78,672            -
  Facility exit and restructuring
   costs (1)                             1,030          4,973          488
                                       -------        -------      --------
    Adjusted EBITDA (5)                $82,078        $72,354      $68,860
                                       =======        =======      ========

  Depreciation - cost of revenues       $3,436         $2,031       $1,890
  Depreciation - other                   3,033          2,755        2,472
  Amortization of intangible assets      4,013          2,196        2,147
                                       -------        -------      --------
    Depreciation and amortization      $10,482         $6,982       $6,509
                                       =======        =======      ========



                                EARTHLINK, INC.
         Reconciliation of Income From Continuing Operations to Free
                                 Cash Flow (5)
                                (in thousands)

                                                 Three Months Ended
                                               -----------------------
                                      March 31,      December 31,  March 31,
                                        2008            2008         2009
                                      --------      ------------   ---------

  Income from continuing operations    $55,099         $27,304      $32,497
  Income tax provision (benefit)         9,274         (56,107)      20,944
  Depreciation and amortization         10,482           6,982        6,509
  Stock-based compensation expense       5,152           5,814        4,390
  (Gain) loss on investments, net            -           2,969         (259)
  Interest expense and other, net (2)    1,041           1,747        4,291
  Impairment of goodwill and intangible
   assets (4)                                -          78,672            -
  Facility exit and restructuring
   costs (1)                             1,030           4,973          488
  Purchases of property and equipment     (278)         (1,877)      (3,133)
  Purchases of subscriber bases           (117)           (352)           -
                                        -------        -------      --------
    Free cash flow (5)                 $81,683         $70,125      $65,727
                                        =======        =======      ========


                          EARTHLINK, INC.
      Reconciliation of Guidance Provided in Non-GAAP Measures (5)
                          (in millions)

                                                   Year
                                                  Ending
                                               December 31,
                                                   2009
                                               ------------
  Income from continuing operations              $90 - $100
  Depreciation                                       19
  Amortization of intangible assets                   9
  Stock-based compensation expense                   15
  Income tax provision                               70
  Interest expense and other, net (2)                17
                                                -------------
    Adjusted EBITDA (5)                         $220 - $230
                                                =============

                                                   Year
                                                  Ending
                                               December 31,
                                                   2009
                                               ------------
  Income from continuing operations              $90 - $100
  Depreciation                                      19
  Amortization of intangible assets                  9
  Stock-based compensation expense                  15
  Income tax provision                              70
  Interest expense and other, net (2)               17
  Purchases of property and equipment           (20) - (10)
                                                -------------
    Free cash flow (5)                          $200 - $220
                                                =============


                                EARTHLINK, INC.
            Supplemental Financial Data and Key Operating Metrics


                                        March 31,   December 31,  March 31,
                                          2008         2008        2009
                                        ---------   ------------  ---------
  Balance Sheet Data                               (in thousands)
  Cash and marketable securities        $320,023      $534,373   $565,841
  Long-term debt                         258,750       258,750    258,750
  Stockholders' equity                   359,788       486,475    500,097

  Employee Data
  Number of employees at end of period (6)   922           754        717


                                        March 31,   December 31,  March 31,
                                          2008          2008        2009
                                        ---------   ------------  ---------
  Subscriber Data (7)
  Consumer services
    Narrowband access subscribers      2,368,000     1,747,000  1,587,000
    Broadband access subscribers (8)   1,026,000       896,000    856,000
                                       ---------     ---------  ---------
      Total consumer subscribers       3,394,000     2,643,000  2,443,000

  Business services
    Narrowband access subscribers         25,000        17,000     14,000
    Broadband access subscribers          65,000        59,000     57,000
    Web hosting accounts                  97,000        87,000     84,000
                                       ---------     ---------  ---------
      Total business subscribers         187,000       163,000    155,000

  Total subscribers at end of period   3,581,000     2,806,000  2,598,000
                                       =========     =========  =========

                                       Three Months Ended March 31,
                                       ----------------------------
                                           2008          2009
                                          ------        ------
  Subscriber Activity
  Subscribers at beginning of period    3,876,000     2,806,000
  Gross organic subscriber additions      253,000       116,000
  Adjustment (9)                                -        (7,000)
  Churn                                  (548,000)     (317,000)
                                        ---------     ---------
  Subscribers at end of period          3,581,000     2,598,000

  Churn Rate (10)                             4.9%          3.9%

  Consumer Data
  Average subscribers (11)              3,538,000     2,539,000
                                        =========     =========
  ARPU (12)                                $20.38        $20.95
  Churn rate (10)                             5.0%          4.0%

  Business Data
  Average subscribers (11)                190,000       160,000
  ARPU (12)                                $81.88        $82.37
  Churn rate (10)                             2.7%          3.1%



                            EARTHLINK, INC.
              Supplemental Schedule of Segment Information (13)
                            (in thousands)

                                       Three Months Ended March 31,
                                       ----------------------------
                                             2008     2009
                                            ------   ------
  Consumer Services
    Revenues
      Access and service                   $188,971 $139,790
      Value-added services                   27,373   19,772
                                            -------  -------
      Total revenues                        216,344  159,562
    Cost of revenues                         71,173   52,334
                                            -------  -------
    Gross margin                            145,171  107,228
    Segment operating expenses               61,001   37,206
                                            -------  -------

    Segment income from operations          $84,170  $70,022
                                            =======  =======
  Business Services
    Revenues
      Access and service                    $45,878  $38,908
      Value-added services                      852      593
                                            -------  -------
      Total revenues                         46,730   39,501
    Cost of revenues                         26,378   23,231
                                            -------  -------
    Gross margin                             20,352   16,270
    Segment operating expenses               14,871   11,259
                                            -------  -------
    Segment income from operations           $5,481   $5,011
                                            =======  =======
  Consolidated
    Revenues
      Access and service                   $234,849 $178,698
      Value-added services                   28,225   20,365
                                            -------  -------
      Total revenues                        263,074  199,063
    Cost of revenues                         97,551   75,565
                                            -------  -------
    Gross margin                            165,523  123,498
    Direct segment operating expenses        75,872   48,465
                                            -------  -------
    Segment income from operations           89,651   75,033
    Stock-based compensation expense          5,152    4,390
    Amortization of intangible assets         4,013    2,147
    Facility exit and restructuring costs (1) 1,030      488
    Other operating expenses                 14,042   10,535
                                            -------  -------
    Income from operations                  $65,414  $57,473
                                            =======  =======


                                EARTHLINK, INC.
                Footnotes to Consolidated Financial Highlights

  1.  In August 2007, EarthLink adopted a restructuring plan (the "2007
      Plan") to reduce costs and improve the efficiency of the Company's
      operations. The 2007 Plan was the result of a comprehensive review of
      operations within and across the Company's functions and businesses.
      Under the 2007 Plan, the Company reduced its workforce by
      approximately 900 employees, closed office facilities in Orlando,
      Florida; Knoxville,  Tennessee; Harrisburg, Pennsylvania; and San
      Francisco, California and consolidated its office facilities in
      Atlanta, Georgia and Pasadena,  California. The 2007 Plan was
      primarily implemented during the later half of 2007 and completed
      during 2008. Management continues to  evaluate EarthLink's businesses
      and, therefore, there may be supplemental provisions for new plan
      initiatives as well as changes in estimates to amounts previously
      recorded.

  2.  On January 1, 2009, the Company adopted Financial Accounting Standards
      Board Staff Position No. APB 14-1, "Accounting for Convertible Debt
      Instruments that May be Settled in Cash Upon Conversion" ("FSP APB 14-
      1"). FSP APB 14-1 requires that the liability and equity components of
      convertible debt instruments that may be settled in cash upon
      conversion (including partial cash settlement) be separately accounted
      for in a manner that reflects an issuer's non-convertible debt
      borrowing rate. The resulting debt discount is accreted over the
      period the convertible debt is expected to be outstanding as
      additional non-cash interest expense. FSP APB 14-1 requires
      retrospective application for all periods presented.  The adoption of
      FSP APB 14-1 on January 1, 2009 affected the accounting for the
      Company's Convertible Senior Notes due November 15, 2026  (the
      "Notes"), which were issued in November 2006. Upon adoption, the
      Company recorded an adjustment to increase additional paid-in capital
      as of the November 2006 issuance date by approximately $62.1 million.
      The Company is accreting the resulting debt discount to interest
      expense over the estimated five-year life of the Notes, which
      represents the first redemption date of November 2011. The Company
      recorded a pre-tax adjustment of approximately $22.3 million to
      retained earnings that represents the debt discount accretion during
      the years ended December 31, 2006, 2007 and 2008 and will recognize
      additional non-cash interest expense of $12.2 million, $13.4 million
      and $12.4 million during the years ending December 31, 2009, 2010 and
      2011, respectively, for accretion of the debt discount.

      The following table presents the adjusted amounts for interest expense
      and other, net, income from continuing operations and net income for
      each quarter in the year ended December 31, 2008 as a result of the
      retrospective application of FSP APB 14-1:



                                            Three Months Ended
                                            ------------------
                                    March 31, June 30  Sept. 30, Dec. 31,
                                      2008      2008      2008    2008
                                    --------- -------  --------- --------
                                               (in thousands)
  Interest expense and other, net     $1,041   $3,482    $3,281   $4,605
  Income from continuing operations   55,099   54,969    52,576   24,446
  Net income                          51,707   50,604    51,895   24,378


  3.  In November 2007, management concluded that its municipal wireless
      broadband operations were no longer consistent with the Company's
      strategic direction and the Company's Board of Directors authorized
      management to pursue the divestiture of the Company's municipal
      wireless broadband assets. As a result of that decision, the Company
      presented the municipal wireless broadband results of operations as
      discontinued operations. As of December 31, 2008, the Company had
      completed the divestiture of its municipal wireless broadband assets.

  4.  During the fourth quarter of 2008, EarthLink concluded that the
      goodwill and certain of the intangible assets recorded as a result of
      its April 2006 acquisition of New Edge Networks were impaired and
      recorded a non-cash impairment charge of $78.7 million. EarthLink
      concluded the carrying value of its goodwill, customer relationships
      and trade names related to the New Edge acquisition were impaired in
      conjunction with its annual test of goodwill and intangible assets
      deemed to have indefinite lives as well as an updating of its long-
      term outlook.

  5.  Adjusted EBITDA is defined as income from continuing operations before
      interest expense and other, net, income taxes, depreciation and
      amortization, stock-based compensation under SFAS No. 123(R), gain
      (loss) on investments, net, impairment of goodwill and intangible
      assets, and facility exit and restructuring costs.  Free cash flow is
      defined as income from continuing operations before interest expense
      and other, net, income taxes, depreciation and amortization, stock-
      based compensation under SFAS No. 123(R), gain (loss) on investments,
      net, impairment of goodwill and intangible assets, and facility exit
      and restructuring costs, less cash used for purchases of property and
      equipment and purchases of subscriber bases.

      Adjusted EBITDA and free cash flow are non-GAAP measures and are not
      determined in accordance with U.S. generally accepted accounting
      principles. These financial performance measures are not indicative of
      cash provided or used by operating activities and may differ from
      comparable information provided by other companies, and they should
      not be considered in isolation, as an alternative to, or more
      meaningful than measures of financial performance determined in
      accordance with U.S. generally accepted accounting principles. These
      financial performance measures are commonly used in the industry and
      are presented because EarthLink believes they provide relevant and
      useful information to investors. EarthLink utilizes these financial
      performance measures to assess its ability to meet future capital
      expenditures and working capital requirements. EarthLink also uses
      these financial performance measures to evaluate the performance of
      its business, for budget planning purposes and as factors in its
      employee compensation programs.

  6.  Represents full-time equivalents.

  7.  Subscriber counts do not include nonpaying customers. Customers
      receiving service under promotional programs that include periods of
      free service at inception are not included in subscriber counts until
      they become paying customers.

  8.  Paying customers who subscribe to EarthLink DSL and Home Phone service
      are counted as both a broadband subscriber and a voice subscriber.

  9.  During the three months ended March 31, 2009, EarthLink removed
      approximately 7,000 satellite subscribers from its broadband
      subscriber count and total subscriber count as a result of the sale of
      these subscriber accounts.

  10. 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.

  11. 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.

  12. 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.

  13. The Company reports segment information along the same lines that its
      chief executive officer reviews its operating results in assessing
      performance and allocating resources. The Company operates two
      reportable segments, Consumer Services and Business Services.  The
      Company's Consumer Services segment provides Internet access services
      and related value-added services to individual customers.  These
      services include dial-up and high-speed Internet access and voice
      services, among others. The Company's Business Services segment
      provides integrated communications services and related value-added
      services to businesses and communications carriers. These services
      include managed private IP-based wide area networks, dedicated
      Internet access and web hosting, among others.

      EarthLink evaluates performance of its operating segments based on
      segment income from operations. Segment income from operations
      includes revenues from external customers, related cost of revenues
      and operating expenses directly attributable to the segment, which
      include  expenses over which segment managers have direct
      discretionary control, such as advertising and marketing programs,
      customer support expenses, site operations expenses, product
      development expenses, certain technology and facilities expenses,
      billing operation and provisions for doubtful accounts. Segment income
      from operations excludes other income and expense items and certain
      expenses that segment managers do not have discretionary control over.
      Costs excluded from segment income from operations include various
      corporate expenses (consisting of certain costs such as corporate
      management, human resources, finance and legal), amortization of
      intangible assets, stock-based compensation expense under SFAS No.
      123(R), impairment of goodwill and intangible assets and facility exit
      and restructuring costs,  as they are not evaluated in the measurement
      of segment performance.





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