Quarterly Report

Table of Contents

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended June 30, 2009

 

OR

 

o          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: 001-15605

 

EARTHLINK, INC.

(Exact name of registrant as specified in its charter)

 

 

1375 Peachtree St., Atlanta, Georgia   30309

(Address of principal executive offices)   (Zip Code)

 

(404) 815-0770

(Registrant’s telephone number, including area code)

 

 

 

(Former name, former address and former fiscal year, if changed since last report date)

 

 

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 x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes o No o

 

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

 

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes o No x

 

As of July 29, 2009, 106,158,942 shares of common stock, $.01 par value per share, were outstanding.

 

 

Table of Contents

 

EARTHLINK, INC.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended June 30, 2009

 

TABLE OF CONTENTS

 

Part I
Item 1.  Financial Statements		1
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 3.  Quantitative and Qualitative Disclosures About Market Risk		45
Item 4.  Controls and Procedures		46
Part II
Item 1.  Legal Proceedings		46
Item 1A.  Risk Factors		46
Item 4.  Submission of Matters to a Vote of Security Holders		46
Item 5.  Other Information		47
Item 6.  Exhibits		47
Signatures		48

 

Table of Contents

 

PART I

 

Item 1.  Financial Statements.

 

EARTHLINK, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

 

		December 31,			June 30,
		2008			2009
					(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	486,564		$	510,497
Accounts receivable, net of allowance of $4,048 and $2,214 as of December 31, 2008 and June 30, 2009, respectively		30,569			28,698
Marketable securities		—			89,986
Prepaid expenses		6,445			7,431
Deferred income taxes, net		20,254			9,513
Other current assets		15,452			19,647
Total current assets		559,284			665,772
Long-term marketable securities		47,809			9,866
Long-term investments		20,708			17,180
Property and equipment, net		37,246			33,326
Deferred income taxes, net		43,757			20,550
Purchased intangible assets, net		19,552			15,367
Goodwill		112,812			112,812
Other long-term assets		4,698			3,978
Total assets		$	845,866		$	878,851
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	13,109		$	10,962
Accrued payroll and related expenses		37,470			20,999
Other accrued liabilities		39,415			35,280
Deferred revenue		33,649			29,167
Convertible senior notes, net of discount of $32,908 as of June 30, 2009		—			225,842
Total current liabilities		123,643			322,250
Convertible senior notes, net of discount of $39,017 as of December 31, 2008		219,733			—
Other long-term liabilities		16,015			16,792
Total liabilities		359,391			339,042
Stockholders’ equity:
Convertible preferred stock, $0.01 par value, 100,000 shares authorized, 0 shares issued and outstanding as of December 31, 2008 and June 30, 2009		—			—
Common stock, $0.01 par value, 300,000 shares authorized, 188,264 and 189,464 shares issued as of December 31, 2008 and June 30, 2009, respectively, and 108,516 and 106,124 shares outstanding as of December 31, 2008 and June 30, 2009, respectively		1,883			1,894
Additional paid-in capital		2,135,887			2,141,152
Accumulated deficit		(1,016,833		)	(952,851		)
Treasury stock, at cost, 79,748 and 83,340 shares as of December 31, 2008 and June 30, 2009, respectively		(634,420		)	(656,760		)
Unrealized (losses) gains on investments		(42		)	6,374
Total stockholders’ equity		486,475			539,809
Total liabilities and stockholders’ equity		$	845,866		$	878,851

 

The accompanying notes are an integral part of these financial statements.

 

1

---

Table of Contents

 

EARTHLINK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

		Three Months Ended June 30,						Six Months Ended June 30,
		2008			2009			2008			2009
		(in thousands, except per share data)
		(unaudited)
Revenues		$	245,603		$	185,597		$	508,677		$	384,660
Operating costs and expenses:
Cost of revenues		92,488			69,270			190,039			144,835
Sales and marketing		25,806			14,543			56,722			31,565
Operations and customer support		33,642			23,940			72,866			51,686
General and administrative		23,768			16,409			48,694			35,031
Amortization of intangible assets		3,987			2,038			8,000			4,185
Facility exit and restructuring costs		2,061			4,927			3,091			5,415
Total operating costs and expenses		181,752			131,127			379,412			272,717
Income from operations		63,851			54,470			129,265			111,943
Gain on investments, net		1,325			11			1,325			270
Interest expense and other, net		(3,482		)	(5,100		)	(4,523		)	(9,391		)
Income from continuing operations before income taxes		61,694			49,381			126,067			102,822
Income tax provision		(6,725		)	(17,896		)	(15,999		)	(38,840		)
Income from continuing operations		54,969			31,485			110,068			63,982
Loss from discontinued operations		(4,365		)	—			(7,757		)	—
Net income		$	50,604		$	31,485		$	102,311		$	63,982
Basic net income per share
Continuing operations		$	0.50		$	0.30		$	1.00		$	0.60
Discontinued operations		(0.04		)	—			(0.07		)	—
Basic net income per share		$	0.46		$	0.30		$	0.93		$	0.60
Basic weighted average common shares outstanding		110,033			105,908			109,762			106,976
Diluted net income per share
Continuing operations		$	0.49		$	0.29		$	0.99		$	0.59
Discontinued operations		(0.04		)	—			(0.07		)	—
Diluted net income per share		$	0.45		$	0.29		$	0.92		$	0.59
Diluted weighted average common shares outstanding		112,256			107,080			111,277			108,110

 

The accompanying notes are an integral part of these financial statements.

 

2

Table of Contents

 

EARTHLINK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		Six Months Ended
		June 30,
		2008			2009
		(in thousands)
		(unaudited)
Cash flows from operating activities:
Net income		$	102,311		$	63,982
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		20,507			12,578
Loss on disposals and impairments of fixed assets		3,665			190
Stock-based compensation		9,722			7,416
Deferred income taxes		12,194			33,696
Accretion of debt discount and amortization of debt issuance costs		5,379			6,674
Gain on investments, net		(1,325		)	(271		)
Decrease in accounts receivable, net		8,825			1,871
(Increase) decrease in prepaid expenses and other assets		(7,128		)	5,073
Decrease in accounts payable and accrued and other liabilities		(39,659		)	(27,421		)
Decrease in deferred revenue		(6,380		)	(4,482		)
Net cash provided by operating activities		108,111			99,306
Cash flows from investing activities:
Purchases of property and equipment		(2,258		)	(5,060		)
Purchases of subscriber bases		(127		)	—
Purchases of marketable securities		(53,027		)	(52,502		)
Sales and maturities of marketable securities		97,160			2,950
Proceeds received from investments in other companies		57,070			200
Other investing activities		8			—
Net cash provided by (used in) investing activities		98,826			(54,412		)
Cash flows from financing activities:
Principal payments under capital lease obligations		(2,687		)	(17		)
Proceeds from exercises of stock options		5,899			1,396
Repurchases of common stock		(9,126		)	(22,340		)
Net cash used in financing activities		(5,914		)	(20,961		)
Net increase in cash and cash equivalents		201,023			23,933
Cash and cash equivalents, beginning of period		173,827			486,564
Cash and cash equivalents, end of period		$	374,850		$	510,497

 

The accompanying notes are an integral part of these financial statements.

 

3

Table of Contents

 

EARTHLINK, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

 

1.  Organization

 

EarthLink, Inc. (“EarthLink” or the “Company”) is an Internet service provider (“ISP”), providing nationwide Internet access and related value-added services to individual and business customers. The Company’s primary service offerings are dial-up and high-speed Internet access services and related value-added services, such as ancillary services sold as add-on features to the Company’s Internet access services, search and advertising. In addition, through the Company’s wholly-owned subsidiary, New Edge Networks (“New Edge”), the Company builds and manages private IP-based wide area networks for businesses and communications carriers.

 

The Company operates two reportable segments, Consumer Services and Business Services. The Company’s Consumer Services segment provides Internet access and related value-added services to individual customers. These services include dial-up and high-speed Internet access and voice-over-Internet protocol (“VoIP”) 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. For further information concerning the Company’s business segments, see Note 13, “Segment Information.”

 

2.  Summary of Significant Accounting Policies

 

Basis of Presentation

 

The condensed consolidated financial statements of EarthLink, which include the accounts of its wholly-owned subsidiaries, for the three and six months ended June 30, 2008 and 2009 and the related footnote information are unaudited and have been prepared on a basis consistent with the Company’s audited consolidated financial statements as of December 31, 2008 contained in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “Annual Report”).  All significant intercompany transactions have been eliminated.  In connection with the preparation of the condensed consolidated financial statements and in accordance with the recently issued Statement of Financial Accounting Standards (“SFAS”) No. 165, “Subsequent Events,” the Company evaluated subsequent events after the balance sheet date of June 30, 2009 through July 31, 2009, the date of issuance of the Company’s condensed consolidated financial statements. See Note 14, “Subsequent Events.”

 

These financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto contained in the Company’s Annual Report.  In the opinion of management, the accompanying unaudited financial statements contain all adjustments (consisting of normal recurring adjustments), which management considers necessary to present fairly the Company’s financial position, results of operations and cash flows for the interim periods presented.  The results of operations for the three and six months ended June 30, 2009 are not necessarily indicative of the results anticipated for the entire year ending December 31, 2009.

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements.  Actual results may differ from those estimates.

 

Discontinued Operations

 

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the Company reflected its municipal wireless broadband results of operations as discontinued operations for the three and six months ended June 30, 2008. See Note 5, “Discontinued Operations,” for further discussion.

 

4

---

Table of Contents

 

EARTHLINK, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED - (Continued)

 

Fair Value of Financial Instruments

 

The carrying amounts of the Company’s cash, cash equivalents, trade receivables and trade payables approximate their fair values because of their nature and respective durations. The Company’s short- and long-term marketable securities consist of available-for-sale and trading securities that are carried at market value. The Company’s equity investments in publicly-held companies are stated at fair value, which is based on quoted market prices, with unrealized gains and losses included in stockholders’ equity. The Company’s investments in privately-held companies are stated at cost, net of other-than-temporary impairments, because it is impracticable to estimate fair value.

 

Reclassifications

 

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.

 

Recently Issued Accounting Pronouncement

 

In July 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162,” which will become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB. SFAS No. 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of SFAS No. 168 will not have a material impact on the Company’s financial statements. However, the adoption of SFAS No. 168 will change the Company’s references to GAAP in its consolidated financial statements.

 

Adoption of Recent Accounting Pronouncement

 

On January 1, 2009, the Company adopted FASB 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. Retrospective application to all periods presented is required. 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. As a result of the adoption of FSP APB 14-1, the Company reduced income from continuing operations and net income for the three months ended June 30, 2009 by $3.0 million and reduced basic and diluted earnings per share by $0.03 per share, and reduced income from continuing operations and net income for the six months ended June 30, 2009 by $5.9 million and reduced basic and diluted earnings per share by $0.05 per share and $0.06 per share, respectively. The Company also recorded a deferred tax liability for temporary differences resulting from the application of FASB Statement No. 109, “Accounting for Income Taxes.” However, this was offset by a corresponding decrease in the valuation allowance for deferred tax assets.

 

5

Table of Contents

 

EARTHLINK, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED - (Continued)

 

The following tables present the effect of the adoption of FSP APB 14-1 on the Company’s affected financial statement line items for the three and six months ended June 30, 2008 and as of December 31, 2008:

 

		Three Months Ended June 30, 2008									Six Months Ended June 30, 2008
		As Originally			As			Effect of			As Originally			As			Effect of
		Reported			Adjusted			Change			Reported			Adjusted			Change
		(in thousands, except per share data)
Statement of Operations:
Interest income (expense) and other, net		$	(760	)	$	(3,482	)	$	(2,722	)	$	856		$	(4,523	)	$	(5,379	)
Income from continuing operations		57,691			54,969			(2,722		)	115,447			110,068			(5,379		)
Net income		53,326			50,604			(2,722		)	107,690			102,311			(5,379		)
Basic net income per share
Continuing operations		$	0.52		$	0.50		$	(0.02	)	$	1.05		$	1.00		$	(0.05	)
Basic net income per share		0.48			0.46			(0.02		)	0.98			0.93			(0.05		)
Diluted net income per share
Continuing operations		$	0.51		$	0.49		$	(0.02	)	$	1.04		$	0.99		$	(0.05	)
Diluted net income per share		0.48			0.45			(0.02		)	0.97			0.92			(0.05		)

 

		As of December 31, 2008
		As Originally			As			Effect of
		Reported			Adjusted			Change
		(in thousands)
Balance Sheet:
Other long-term assets		$	5,725		$	4,698		$	(1,027	)
Long-term debt		258,750			219,733			(39,017		)
Additional paid-in capital		2,075,571			2,135,887			60,316
Accumulated deficit		(994,507		)	(1,016,833		)	(22,326		)

 

3.  Earnings per Share

 

Net income per share has been computed according to SFAS No. 128, “Earnings per Share,” which requires a dual presentation of basic and diluted earnings per share (“EPS”). Basic EPS represents net income divided by the weighted average number of common shares outstanding during a reported period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock, including stock options, restricted stock units, phantom share units and convertible debt (collectively “Common Stock Equivalents”), were exercised or converted into common stock. The dilutive effect of outstanding stock options, restricted stock units and convertible debt is reflected in diluted earnings per share by application of the treasury stock method. Phantom share units are reflected on an if-converted basis. In applying the treasury stock method for stock-based compensation arrangements, the assumed proceeds are computed as the sum of the amount the employee must pay upon exercise and the amounts of average unrecognized compensation cost attributed to future services.

 

6

Table of Contents

 

EARTHLINK, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED - (Continued)

 

The following table sets forth the computation for basic and diluted net income per share for the three and six months ended June 30, 2008 and 2009:

 

		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2008			2009			2008			2009
		(in thousands, except per share data)
Numerator
Income from continuing operations		$	54,969		$	31,485		$	110,068		$	63,982
Loss from discontinued operations		(4,365		)	—			(7,757		)	—
Net income		$	50,604		$	31,485		$	102,311		$	63,982
Denominator
Basic weighted average common shares outstanding		110,033			105,908			109,762			106,976
Dilutive effect of Common Stock Equivalents		2,223			1,172			1,515			1,134
Diluted weighted average common shares outstanding		112,256			107,080			111,277			108,110
Basic net income per share
Continuing operations		$	0.50		$	0.30		$	1.00		$	0.60
Discontinued operations		(0.04		)	—			(0.07		)	—
Basic net income per share		$	0.46		$	0.30		$	0.93		$	0.60
Diluted net income per share
Continuing operations		$	0.49		$	0.29		$	0.99		$	0.59
Discontinued operations		(0.04		)	—			(0.07		)	—
Diluted net income per share		$	0.45		$	0.29		$	0.92		$	0.59

 

During the three months ended June 30, 2008 and 2009, approximately 8.0 million and 5.1 million, respectively, stock options and restricted stock units were excluded from the calculation of diluted EPS because the exercise prices plus the amount of unrecognized compensation cost attributed to future services exceeded the Company’s average stock price during the respective periods. During the six months ended June 30, 2008 and 2009, approximately 9.3 million and 5.9 million, respectively, stock options and restricted stock units were excluded from the calculation of diluted EPS. Approximately 28.4 million shares that underlie the Company’s convertible debt instruments were also excluded from the calculations of diluted EPS because the exercise price exceeded the Company’s average stock price during the periods. These securities could be dilutive in future periods.

 

4.  Facility Exit and Restructuring Costs

 

Facility exit and restructuring costs consisted of the following during the three and six months ended June 30, 2008 and 2009:

 

		Three Months Ended June 30,						Six Months Ended June 30,
		2008			2009			2008			2009
		(in thousands)
2007 Restructuring Plan		$	2,169		$	4,927		$	3,262		$	5,415
Legacy Restructuring Plans		(108		)	—			(171		)	—
		$	2,061		$	4,927		$	3,091		$	5,415

 

7

Table of Contents

 

EARTHLINK, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED - (Continued)

 

2007 Restructuring Plan

 

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 latter half of 2007 and during the year ended December 31, 2008. However, since management continues to evaluate EarthLink’s businesses, there have been and may continue to be supplemental provisions for new cost savings initiatives as well as changes in estimates to amounts previously recorded.

 

The Company recorded $5.4 million of facility exit and restructuring costs during the six months ended June 30, 2009 as a result of changes to sublease estimates and further consolidation in its Atlanta, GA facility. The following table summarizes facility exit and restructuring costs during the six months ended June 30, 2008 and 2009 and the cumulative costs incurred to date as a result of the 2007 Plan. Such costs have been classified as facility exit and restructuring costs in the Condensed Consolidated Statements of Operations.

 

								Cumulative
								Costs
		Six Months Ended June 30,						Incurred
		2008			2009			To Date
		(in thousands)
Severance and personnel-related costs		$	474		$	—		$	30,764
Lease termination and facilities-related costs		2,005			5,369			22,393
Non-cash asset impairments		313			46			24,792
Other associated costs		470			—			1,131
		$	3,262		$	5,415		$	79,080

 

 

The following table summarizes activity for the liability balances associated with the 2007 Plan for the years ended December 31, 2007 and 2008 and for the six months ended June 30, 2009, including changes during the years attributable to costs incurred and charged to expense and costs paid or otherwise settled:

 

		Severance						Asset			Other
		and Benefits			Facilities			Impairments			Costs			Total
		(in thousands)
Balance as of December 31, 2006		$	—		$	—		$	—		$	—		$	—
Accruals		30,303			12,216			20,621			1,131			64,271
Payments		(18,262		)	(480		)	—			(760		)	(19,502		)
Non-cash charges		—			4,388			(20,621		)	(371		)	(16,604		)
Balance as of December 31, 2007		12,041			16,124			—			—			28,165
Accruals		461			4,808			4,125			—			9,394
Payments		(12,502		)	(6,174		)	—			—			(18,676		)
Non-cash charges		—			1,936			(4,125		)	—			(2,189		)
Balance as of December 31, 2008		—			16,694			—			—			16,694
Accruals		—			5,369			46			—			5,415
Payments		—			(2,617		)	—			—			(2,617		)
Non-cash charges		—			392			(46		)	—			346
Balance as of June 30, 2009		$	—		$	19,838		$	—		$	—		$	19,838

 

Facility exit and restructuring liabilities due within one year of the balance sheet date are classified as other accrued liabilities and facility exit and restructuring liabilities due after one year of the balance sheet date

 

8

Table of Contents

 

EARTHLINK, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED - (Continued)

 

are classified as other long-term liabilities in the Condensed Consolidated Balance Sheets. Of the unpaid balance as of December 31, 2008 and June 30, 2009, approximately $5.9 million and $7.4 million, respectively, were classified as other accrued liabilities and approximately $10.8 million and $12.4 million, respectively, were classified as other long-term liabilities.

 

Legacy Restructuring Plans

 

During the years ended December 31, 2003, 2004 and 2005, the Company executed a series of plans to restructure and streamline the Company’s contact center operations and outsource certain internal functions (collectively referred to as “Legacy Plans”). The Legacy Plans included facility exit costs, personnel-related costs and asset disposals. EarthLink periodically evaluates and adjusts its estimates for facility exit and restructuring costs based on currently-available information. Such adjustments are included as facility exit and restructuring costs in the Condensed Consolidated Statements of Operations. During the three and six months ended June 30, 2008, EarthLink recorded a $0.1 million and $0.2 million reduction, respectively, to facility exit and restructuring costs as a result of changes in estimates for the Legacy Plans. As of June 30, 2009, the Company had a $1.0 million liability remaining for real estate commitments related to the Legacy Plans, of which $0.7 million was classified as other accrued liabilities and $0.3 million was classified as other long-term liabilities in the Condensed Consolidated Balance Sheet. All other costs have been paid.

 

5.  Discontinued Operations

 

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 classified the municipal wireless broadband assets as held for sale and presented the municipal wireless broadband results of operations as discontinued operations. The results of operations for municipal wireless broadband were previously included in the Consumer Services segment.  As of December 31, 2008, the Company had completed the divestiture of its municipal wireless broadband assets. As a result, the Company did not record discontinued operations during the three and six months ended June 30, 2009.

 

The following table presents summarized results of operations related to the Company’s discontinued operations for the three and six months ended June 30, 2008:

 

		Three Months			Six Months
		Ended			Ended
		June 30, 2008			June 30, 2008
		(in thousands)
Revenues		$	551		$	1,288
Operating costs and expenses		1,513			3,693
Impairment and restructuring costs		4,004			5,953
Loss from discontinued operations		(4,365		)	(7,757		)

 

9

Table of Contents

 

EARTHLINK, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED - (Continued)

 

6.  Investments

 

Marketable Securities

 

Marketable securities are accounted for in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities.” All investments with original maturities greater than 90 days are classified as marketable securities. Marketable securities with maturities less than one year from the balance sheet date are classified as short-term marketable securities. Marketable securities with maturities greater than one year from the balance sheet date are classified as long-term marketable securities. Long-term marketable securities as of December 31, 2008 also included investments in asset-backed, auction rate securities with interest rate reset periods of 90 days or less but whose underlying agreements have original maturities of more than 90 days. These securities were classified as short-term marketable securities as of June 30, 2009, which is more fully described below.

 

As of June 30, 2009, the Company had $90.0 million of short-term marketable securities and $9.9 million of long-term marketable securities. As of June 30, 2009, $39.7 million of the Company’s short-term marketable securities and all of the Company’s long-term marketable securities consisted of government agency notes and were classified as available-for-sale. Gross unrealized gains on these securities as of June 30, 2009 were $0.1 million and there were no gross unrealized losses. As of June 30, 2009, $50.3 million of the Company’s short-term marketable securities consisted of auction rate securities and were classified as trading. These securities are variable-rate debt instruments whose underlying agreements have contractual maturities of up to 40 years, but have interest rate reset periods at pre-determined intervals, usually every 28 days. These securities are predominantly secured by student loans guaranteed by state related higher education agencies and reinsured by the U.S. Department of Education. Beginning in February 2008, auctions for these securities failed to attract sufficient buyers, resulting in the Company continuing to hold such securities. Accordingly, the Company classified these securities as long-term marketable securities in the Condensed Consolidated Balance Sheet as of December 31, 2008 due to uncertainty surrounding the timing of a market recovery.

 

In October 2008, EarthLink entered into an agreement with the broker that sold the Company its auction rate securities that gives the Company the right to sell its existing auction rate securities back to the broker at par plus accrued interest, beginning on June 30, 2010 until July 2, 2012 (herein referred to as “put right”). Accordingly, the Company classified its auction rate securities as short-term marketable securities in the Condensed Consolidated Balance Sheet as of June 30, 2009. The agreement also grants the broker the right to buy the Company’s auction rate securities at par plus accrued interest, until July 2, 2012. The Company records the auction rate securities at fair value, with changes in fair value included in earnings, as the Company no longer intends to hold the securities until a market recovery. The Company also elected a one-time transfer of its auction rate securities from the available-for-sale category to the trading category. The Company also records the value of the put right at fair value, with changes in fair value included in earnings, as the Company elected the fair value option under SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” for the put right to offset the fair value changes of the auction rate securities. The fair value of the put right is estimated using a discounted cash flow analysis. During the six months ended June 30, 2009, the Company recorded a $2.5 million gain on investments to record the auction rate securities at their fair value and recorded a $2.4 million loss on investments to record the put right at its fair value. The net gain of $0.1 million during the six months ended June 30, 2009 is included in gain on investments, net, in the Condensed Consolidated Statement of Operations. The change in fair value of the auction rate securities and the put right during the three months ended June 30, 2009 was nominal.

 

10

Table of Contents

 

EARTHLINK, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED - (Continued)

 

Investments

 

Long-term investments consisted of the following as of December 31, 2008 and June 30, 2009:

 

		As of			As of
		December 31,			June 30,
		2008			2009
		(in thousands)
Investments stated at fair value		$	11,408		$	7,880
Investments stated at cost		9,300			9,300
Total long-term investments		$	20,708		$	17,180

 

Long-term investments in the Condensed Consolidated Balance Sheets include investments in other companies. Investments in other companies are accounted for under the cost method of accounting because the Company does not have the ability to exercise significant influence over the companies’ operations. Under the cost method of accounting, investments in private companies are carried at cost and are only adjusted for other-than-temporary declines in fair value and distributions of earnings. For cost method investments in public companies that have readily determinable fair values, the Company classifies its investments as available-for-sale in accordance with SFAS No. 115 and, accordingly, records these investments at their fair values with unrealized gains and losses included as a separate component of stockholders’ equity and in total comprehensive income. As of June 30, 2009, gross unrealized gains on available-for-sale investments were $6.3 million and there were no gross unrealized losses.  As of December 31, 2008, gross unrealized losses on available-for-sale investments were nominal and there were no gross unrealized gains.

 

Long-term investments in the Condensed Consolidated Balance Sheet as of December 31, 2008 also included the Company’s put right. The Company has a put right to sell its existing auction rate securities back to the broker beginning on June 30, 2010, which had a carrying value and fair value of $9.8 million and $7.4 million as of December 31, 2008 and June 30, 2009, respectively. The Company classified the put right as other current assets in the Condensed Consolidated Balance Sheet as of June 30, 2009. The Company elected the fair value option under SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” for the put right and records the put right at fair value, with changes in fair value recognized in the Condensed Consolidated Statement of Operations. The fair value of the put right is estimated using a discounted cash flow analysis.

 

Management regularly evaluates the recoverability of its investments based on the performance and the financial position of those companies as well as other evidence of market value. Such evaluation includes, but is not limited to, reviewing the investee’s cash position, recent financings, projected and historical financial performance, cash flow forecasts and financing needs. Management also regularly evaluates whether declines in fair values of its investments below their cost are potentially other than temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss as well as the Company’s ability and intent to hold the investment for a period of time to recover the cost basis of the investment.

 

During the six months ended June 30, 2008, the Company recognized a net gain on investments of $1.3 million. This consisted of a gain of $2.0 million from the sale of the Company’s 6.1 million shares of Covad Communications Group, LLC common stock to Platinum Equity, LLC, offset by an impairment loss of $0.7 million due to other-than-temporary declines of the value of certain long-term investments. During the six months ended June 30, 2009, the Company recognized a net gain on investments of $0.3 million. This consisted of $0.2 million in cash distributions from eCompanies Venture Group, L.P., a limited partnership that invested in domestic emerging Internet-related companies, and a net gain of $0.1 million related to the Company’s auction rate securities and put right.

 

11

Table of Contents

 

EARTHLINK, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED - (Continued)

 

7.  Purchased Intangible Assets and Goodwill

 

Goodwill

 

There were no changes in the carrying amount of goodwill during the six months ended June 30, 2009.

 

Purchased Intangible Assets

 

The following table presents the components of the Company’s acquired identifiable intangible assets included in the accompanying Condensed Consolidated Balance Sheets as of December 31, 2008 and June 30, 2009:

 

		As of December 31, 2008									As of June 30, 2009
		Gross						Net			Gross						Net
		Carrying			Accumulated			Carrying			Carrying			Accumulated			Carrying
		Value			Amortization			Value			Value			Amortization			Value
		(in thousands)
Intangible assets subject to amortization:
Subscriber bases and customer relationships		$	94,039		$	(77,758	)	$	16,281		$	94,039		$	(81,722	)	$	12,317
Software, technology and other		739			(649		)	90			739			(718		)	21
Trade names		1,521			(304		)	1,217			1,521			(456		)	1,065
		96,299			(78,711		)	17,588			96,299			(82,896		)	13,403
Intangible assets not subject to amortization:
Trade names		1,964			—			1,964			1,964			—			1,964
		$	98,263		$	(78,711	)	$	19,552		$	98,263		$	(82,896	)	$	15,367

 

Amortization of intangible assets in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2008 and 2009 represents the amortization of definite-lived intangible assets.  The Company’s definite-lived intangible assets primarily consist of subscriber bases and customer relationships, acquired software and technology, trade names and other assets acquired in conjunction with the purchases of businesses and subscriber bases from other companies that are not deemed to have indefinite lives. The Company’s identifiable indefinite-lived intangible assets consist of certain trade names. Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, which are generally three to six years for subscriber bases and customer relationships and three years for acquired software and technology.  As of June 30, 2009, the weighted average amortization periods were 4.2 years for subscriber base assets and customer relationships, 3.3 years for software and technology and 5.0 years for trade names. Based on the current amount of definite-lived intangible assets, the Company expects to record amortization expense of approximately $3.5 million during the remaining six months in the year ending December 31, 2009 and $4.1 million, $2.9 million, $1.5 million, $0.8 million and $0.6 million during the years ending December 31, 2010, 2011, 2012, 2013 and thereafter, respectively. Actual amortization expense to be reported in future periods could differ materially from these estimates as a result of asset acquisitions, changes in useful lives and other relevant factors.

 

12

Table of Contents

 

EARTHLINK, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED - (Continued)

 

8.  Convertible Senior Notes

 

General

 

In November 2006, the Company issued $258.8 million aggregate principal amount of the Notes in a registered offering. The Company received net proceeds of $251.6 million after transaction fees of $7.2 million. The Notes bear interest at 3.25% per year on the principal amount of the Notes until November 15, 2011, and 3.50% interest per year on the principal amount of the Notes thereafter, payable semi-annually in May and November of each year. The Notes rank as senior unsecured obligations of the Company.

 

The Notes are payable with cash and, if applicable, are convertible into shares of the Company’s common stock based on an initial conversion rate, subject to adjustment, of 109.6491 shares per $1,000 principal amount of Notes (which represents an initial conversion price of approximately $9.12 per share). Upon conversion, a holder will receive cash up to the principal amount of the Notes and, at the Company’s option, cash, or shares of the Company’s common stock or a combination of cash and shares of common stock for the remainder, if any, of the conversion obligation. The conversion obligation is based on the sum of the “daily settlement amounts” for the 20 consecutive trading days that begin on, and include, the second trading day after the day the notes are surrendered for conversion. The Notes will be convertible only in the following circumstances: (1) during any calendar quarter after the calendar quarter ending December 31, 2006 (and only during such calendar quarter), if the closing sale price of the Company’s common stock for each of 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 130% of the conversion price in effect on the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period in which the average trading price per $1,000 principal amount of Notes was equal to or less than 98% of the average conversion value of the Notes during the note measurement period; (3) upon the occurrence of specified corporate transactions, including the payment of dividends in certain circumstances; (4) if the Company has called the Notes for redemption; and (5) at any time from, and including, October 15, 2011 to, and including, November 15, 2011 and at any time on or after November 15, 2024.  The Company has the option to redeem the Notes, in whole or in part, for cash, on or after November 15, 2011, provided that the Company has made at least ten semi-annual interest payments. In addition, the holders may require the Company to purchase all or a portion of their Notes on each of November 15, 2011, November 15, 2016 and November 15, 2021.

 

Adoption of FSP APB 14-1

 

On January 1, 2009, the Company adopted FSP APB 14-1, which 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. The adoption of FSP APB 14-1 on January 1, 2009 affected the Company’s accounting for the Notes. 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.

 

As of December 31, 2008, the principal amount of the Notes, the unamortized discount and the net carrying value was $258.8 million, $39.0 million and $219.7 million, respectively. As of June 30, 2009, the principal amount of the Notes, the unamortized discount and the net carrying value was $258.8 million, $32.9 million and $225.8 million, respectively. As of December 31, 2008 and June 30, 2009, the fair value of the Notes was approximately $236.6 million and $261.3 million, respectively, based on the quoted market prices.

 

13

Table of Contents

 

EARTHLINK, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED - (Continued)

 

Classification

 

In July 2009, the Company’s Board of Directors declared a quarterly cash dividend on its common stock of $0.14 per share to be paid on September 28, 2009 to stockholders of record on September 14, 2009. The Company currently intends to pay regular quarterly dividends on its common stock.  Under the terms of the indenture governing the Notes, the Company’s payment of the cash dividend requires an adjustment to the conversion rate for the Notes, which adjustment will be effective September 10, 2009.  In addition, as a result of the adjustment, the Notes may be surrendered for conversion through September 9, 2009, for the consideration provided for in the indenture. As a result, the Company classified the Notes as a current liability in the Condensed Consolidated Balance Sheet as of June 30, 2009. The Notes were classified as long-term debt in the Condensed Consolidated Balance Sheet as of December 31, 2008.

 

9.  Stockholders’ Equity

 

Comprehensive Income

 

Comprehensive income includes unrealized gains and losses on certain investments classified as available-for-sale, net of tax, which are excluded from the Condensed Consolidated Statements of Operations in accordance with SFAS No. 130, “Reporting Comprehensive Income.” Comprehensive income for the three and six months ended June 30, 2008 and 2009 was as follows:

 

		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2008			2009			2008			2009
		(in thousands)
Net income		$	50,604		$	31,485		$	102,311		$	63,982
Unrealized holding (losses) gains on certain investments		(767		)	5,185			(1,024		)	6,416
Reclassification adjustment for realized gains on certain investments		(1,779		)	—			(1,779		)	—
Total comprehensive income		$	48,058		$	36,670		$	99,508		$	70,398

 

Share Repurchases

 

Since the inception of the Company’s share repurchase program, the Board of Directors has authorized a total of $750.0 million for the repurchase of EarthLink’s common stock. As of June 30, 2009, the Company had $146.8 million available under the current authorization. The Company may repurchase its common stock from time to time in compliance with Securities and Exchange Commission regulations and other legal requirements, including through the use of derivative transactions, and subject to market conditions and other factors. The share repurchase program does not require the Company to acquire any specific number of shares and may be terminated by the Board of Directors at any time.

 

The Company repurchased 1.3 million shares of its common stock for $9.1 million during the six months ended June 30, 2008. The Company repurchased 3.6 million shares of its common stock for $22.3 million during the six months ended June 30, 2009.

 

14