Document


 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 
 
 
FORM 8-K
 
 
 
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 8, 2018
 
 
 
 
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12538003&doc=3
                    
Exact name of registrant
as specified in its charter
 
State or other
jurisdiction of 
incorporation or organization
 
Commission
File Number
 
I.R.S. Employer Identification No.
 
 
 
Windstream Holdings, Inc.
 
Delaware
 
001-32422
 
46-2847717
 
 
 
 
 
 
 
 
 
 
 
 
4001 Rodney Parham Road
 
 
 
Little Rock, Arkansas
 
72212
(Address of principal executive offices)
 
(Zip Code)
 
 
 
 
 
 
 
(501) 748-7000
 
 
 
(Registrants’ telephone number, including area code)
 
 
 
 
 
 
 
 
N/A
 
 
(Former Name or Former Address, if Changed Since Last Report)
 
 
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
 
 
 
 

1



Item 2.02 Results of Operations and Financial Condition.
On November 8, 2018, Windstream Holdings, Inc. (“Windstream”, the “Company”, “we”, “us”, or “our”) issued a press release announcing the Company’s 2018 third quarter consolidated results of operations. The press release presents our unaudited consolidated results of operations measured under generally accepted accounting principles in the United States (“GAAP”) and certain unaudited adjusted results of operations, which are not calculated in accordance with GAAP. A “non-GAAP financial measure” is defined as a numerical measure of a company’s financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in a company’s financial statements. The non-GAAP financial measures used by us may not be comparable to similarly titled measures used by other companies and should not be considered in isolation or as a substitute for measures of performance or liquidity prepared in accordance with GAAP.

Our press release, and other communications from time to time, include a non-GAAP measure titled operating income before depreciation and amortization (“OIBDA”). OIBDA can be calculated directly from the Company’s consolidated financial statements prepared in accordance with GAAP by taking operating income and adding back depreciation and amortization expense. Management considers OIBDA to be useful to investors as we believe it provides for comparability and evaluation of our ongoing operating performance and trends by excluding the impact of non-cash depreciation and amortization from capital investments.

We also present our unaudited consolidated results on an adjusted basis, which when compared to measures prepared in accordance with GAAP, includes the results of operations of EarthLink Holdings Corp. ("EarthLink") as if the merger with EarthLink had been completed as of January 1, 2017. The adjusted results are based upon the combined historical financial information of Windstream and EarthLink for all periods presented. We have made certain reclassifications to the historical financial information of EarthLink to conform to our presentation. Operating results of Broadview Networks Holdings, Inc. (“Broadview”), MASS Communications (“MASS) and American Telephone Company (“ATC”) are included beginning on July 28, 2017, March 27, 2018, and August 31, 2018, respectively, the dates of acquisition.

Adjusted results exclude pension expense, share-based compensation expense, restructuring charges, merger, integration and certain other costs. In addition, we have presented certain measures of our operating performance that adjusts for the impact of the annual cash rent payment due under the master lease agreement with Uniti Group, Inc. ("Uniti"). Windstream’s purpose for presenting its unaudited consolidated results on an adjusted basis is to improve the comparability of results of operations between current and prior periods in order to focus on the true earnings capacity of our core business operations and our ability to generate cash flow. We use adjusted results as a key measure of our operational performance. Windstream management, including the chief operating decision-maker, uses adjusted results consistently for all purposes, including internal reporting, the evaluation of business objectives, opportunities and performance, and the determination of management compensation.

Our press release makes reference to adjusted OIBDA, adjusted OIBDAR, adjusted free cash flow and adjusted capital expenditures, which are non-GAAP measures. As noted above, each of these non-GAAP measures include EarthLink’s historical operating results for periods prior to the merger date of February 27, 2017, and are defined as follows:

Adjusted OIBDA, defined as operating income plus depreciation and amortization expense, excluding the impacts of pension expense, share-based compensation expense, restructuring charges, merger, integration and certain other costs and including the annual cash rent payment due under the master lease agreement with Uniti.

Adjusted OIBDAR, defined as adjusted OIBDA excluding the impact of the annual cash payment due under the master lease agreement with Uniti.

Adjusted free cash flow, defined as adjusted OIBDA less adjusted capital expenditures, interest paid on long-term debt obligations, and income taxes paid, net of refunds.

Adjusted capital expenditures, defined as capital expenditures, including amounts for EarthLink for periods prior to the merger date of February 27, 2017, and excludes post-merger integration capital expenditures related to the acquired EarthLink and Broadview operations and amounts related to Project Excel, a capital program funded entirely using a portion of the proceeds from the sale of the data center business completed in December 2015.

Adjusted OIBDA and adjusted OIBDAR are included to provide investors with useful information about our operating performance before the impacts of certain non-cash items and to enhance the comparability of operating results for the periods presented. Adjusted OIBDAR is also used by rating agencies and lenders to evaluate our operating performance and creditworthiness. Management believes that adjusted free cash flow provides investors with useful information about the ability of the Company’s core operations to generate cash flow.

2




A copy of the press release announcing Windstream’s 2018 second quarter operating results is attached hereto as Exhibit 99(a).

Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
The following exhibits are filed with this report:
Exhibit No.
 
Description
 
 
 
Exhibit 99(a)
 


3



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
WINDSTREAM HOLDINGS, INC.
 
 
By:
/s/ Robert E. Gunderman
Name:
Robert E. Gunderman
Title:
Chief Financial Officer and Treasurer

Dated: November 8, 2018




4
Exhibit
Exhibit 99(a)





Windstream reports third-quarter results
Grew broadband customer base for second consecutive quarter
Continued acceleration in SD-WAN and Enterprise strategic sales
Delivered third consecutive quarter of Adjusted OIBDAR year-over-year growth

Release date: Nov. 8, 2018

LITTLE ROCK, Ark. - Windstream Holdings, Inc. (NASDAQ: WIN), a leading provider of advanced network communications and technology solutions, today reported third-quarter results, highlighted by continued growth in consumer broadband customers and enterprise strategic sales.

“Windstream added 8,400 broadband customers in the third quarter, our strongest residential subscriber growth in years,” said Tony Thomas, president and chief executive officer. “This growth is clear evidence that customers are responding as we deploy faster broadband speeds across our very rural footprint, and we will continue to build on that success. We expect to double the availability of 100 Mbps internet service to 30 percent of the households in our markets by the end of March 2019.

“Our Enterprise segment saw continued acceleration of SD-WAN and strategic sales, which represented 54 percent of total enterprise sales during the quarter,” Thomas said. “Our intense focus on higher-margin strategic sales enhances both our competitiveness and contribution margins. At the end of the quarter, annualized strategic product revenue was $165 million, representing a 71 percent year-over-year growth rate.

“These results, combined with ongoing reductions in network interconnection expenses and optimization of other costs, helped deliver year-over-year growth in Adjusted OIBDAR for the third consecutive quarter, as well as improved free cash flow trends,” Thomas said. “Windstream is on a clear path going forward to improve revenue trends, drive Adjusted OIBDAR growth and create value for all our stakeholders.”

Results under GAAP

Total revenues and sales were $1.42 billion, a decrease of 5 percent from the same period a year ago, and total service revenues were $1.40 billion, a decrease of 5 percent year-over-year. Operating income was $76 million compared to $41 million in the same period a year ago. The company reported net income of $41 million, or 97 cents per share, compared to a net loss of $102 million, or a loss of $2.76 per share, a year ago.

ILEC consumer and small business service revenues were $459 million, a decrease of 4 percent from the same period a year ago, and segment income was $266 million compared to $270 million year-over-year.

Enterprise service revenues were $717 million, a 5 percent decrease from the same period a year ago, and segment income was $161 million compared to $147 million year-over-year.

Wholesale service revenues were $181 million, a 5 percent decrease from the same period a year ago, and segment income was $127 million compared to $133 million year-over-year.

CLEC consumer services revenues were $44 million, a decrease of 16 percent from the same period a year ago, and segment income was $25 million, essentially unchanged year-over-year.

Adjusted Results of Operations

Adjusted total revenues and sales were $1.42 billion compared to $1.50 billion in the same period a year ago. Adjusted total service revenues were $1.40 billion compared to $1.47 billion year-over-year.

Adjusted OIBDAR was $496 million compared to $490 million in the same period a year ago.

Adjusted capital expenditures were $188 million compared to $205 million in the same period a year ago.





ILEC consumer and small business service revenues were $459 million, a 4 percent decrease from the same period a year ago, and contribution margin was $266 million compared to $270 million a year ago.

Enterprise service revenues were $717 million, a 5 percent decrease from the same period a year ago, and contribution margin was $161 million compared to $147 million a year ago, an increase of 9 percent year-over-year.

Wholesale service revenues were $181 million, a decrease of 5 percent from the same period a year ago, and contribution margin was $127 million compared to $133 million a year ago.

CLEC consumer service revenues were $44 million, a 15 percent decrease from the same period a year ago, and contribution margin was $25 million, essentially unchanged from a year ago.

Note: Adjusted results of operations are based on the combined historical financial information of Windstream and EarthLink and assume the merger was completed on Jan. 1, 2017. Operating results for Broadview, MASS Communications and ATC are included beginning on July 28, 2017; March 27, 2018; and Aug. 31, 2018, the dates of the acquisitions. A reconciliation of adjusted results to the comparable GAAP measures is included in the financial information presented below. Additional supplemental quarterly financial information is available on the company’s Web site at investor.windstream.com.

About Windstream

Windstream Holdings, Inc. (NASDAQ: WIN), a FORTUNE 500 company, is a leading provider of advanced network communications and technology solutions. Windstream provides data networking, core transport, security, unified communications and managed services to mid-market, enterprise and wholesale customers across the U.S. The company also offers broadband, entertainment and security services for consumers and small and medium-sized businesses primarily in rural areas in 18 states. Services are delivered over multiple network platforms including a nationwide IP network, our proprietary cloud core architecture and on a local and long-haul fiber network spanning approximately 150,000 miles. Additional information is available at windstream.com or windstreamenterprise.com. Please visit our newsroom at news.windstream.com or follow us on Twitter at @Windstream or @WindstreamBiz.

Adjusted OIBDA is operating income before depreciation and amortization, excluding pension expense, share-based compensation expense, restructuring charges, merger, integration and certain other costs.

Adjusted OIBDAR is Adjusted OIBDA before the annual cash rent payment due under the master lease agreement with Uniti Group, Inc.

Adjusted free cash flow is defined as Adjusted OIBDA, less adjusted capital expenditures, cash taxes and cash interest on long-term debt.

Cautionary Statement Regarding Forward Looking Statements

Windstream Holdings, Inc. claims the protection of the safe-harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as “will,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “forecast” and other words and terms of similar meaning. Forward-looking statements are subject to risks and uncertainties that could cause actual future events and results to differ materially from those expressed in the forward-looking statements.

Forward-looking statements include, but are not limited to, 2018 guidance for service revenue, adjusted OIBDAR, adjusted capital expenditures, and adjusted free cash flow, along with statements regarding cash taxes, future growth of adjusted OIBDAR and free cash flow; revenue and contribution margin trends and sales opportunities in our business units; improvement in our ability to compete, including opportunities associated with, and expected sales growth, of strategic products and services; increasing deployment and penetration levels, along with availability of faster broadband speeds to more households within our service areas, along with subscriber trends; the benefits of the mergers with EarthLink Holdings Corp. and Broadview Network Holdings, Inc. including projected synergies and the timing of the synergies; our ability to improve our debt profile and balance sheet and overall reduction in net leverage; expectations regarding expense management activities, including interconnection expense, and the timing and benefit of such activities; and opportunities regarding sales or divestitures of certain assets; any other statements regarding plans, objectives, expectations and intentions and other statements that are not historical facts.





These statements, along with other forward-looking statements regarding Windstream’s overall business outlook, are based on estimates, projections, beliefs, and assumptions that Windstream believes are reasonable but are not guarantees of future events, performance or results. Actual future events and results may differ materially from those expressed in these forward-looking statements as a result of a number of important factors.

Factors that could cause actual results to differ materially from those contemplated in our forward-looking statements include, among others:

the cost savings and expected synergies from the mergers with EarthLink and Broadview may not be fully realized or may take longer to realize than expected;
 
the integration of Windstream and EarthLink and Broadview may not be successful, may cause disruption in relationships with customers, vendors and suppliers and may divert attention of management and key personnel;
 
the impact of the Federal Communications Commission’s comprehensive business data services reforms or additional FCC reforms or actions, including actions related to unbundled network elements, that may result in greater capital investments and customer and revenue churn because of possible price increases by our ILEC suppliers for certain services we use to serve customer locations where we do not have facilities;

the potential for incumbent carriers to impose monetary penalties for failure to meet specific volume and term commitments under their special access pricing and tariff plans, which Windstream uses to lease last-mile connections to serve its retail business data service customers, without FCC action;

the impact of new, emerging or competing technologies and our ability to utilize these technologies to provide services to our customers;

the alleged ability of one or more purported noteholders to establish that transactions related to the spin-off of certain assets in 2015 into a publicly-traded real estate investment trust allegedly violated certain covenants in existing indentures governing certain outstanding senior notes;

the benefits of our current capital allocation strategy, which may be changed at any time at the discretion of our board of directors, and certain cost reduction activities may not be fully realized or may take longer to realize than expected, or the implementation of these initiatives may adversely affect our sales and operational activities or otherwise disrupt our business and personnel;

the availability and cost of financing in the corporate debt markets;

unanticipated increases or other changes in our future cash requirements, whether caused by unanticipated increases in capital expenditures, increases in pension funding requirements, or otherwise;

for certain operations where we purchase bandwidth from other carriers, adverse effects on the availability, quality of service, price of facilities and services provided by other carriers on which our services depend;

our election to accept state-wide offers under the FCC’s Connect America Fund, Phase II, and the impact of such election on our future receipt of federal universal service funds and capital expenditures, and any return of support received pursuant to the program;

our ability to make rent payments under the master lease to Uniti, which may be affected by results of operations, changes in our cash requirements, cash tax payment obligations, or overall financial position ;

further adverse changes in economic conditions in the markets served by us;

the extent, timing and overall effects of competition in the communications business;

unfavorable rulings by state public service commissions in current and further proceedings regarding universal service funds, inter-carrier compensation or other matters that could reduce revenues or increase expenses;

material changes in the communications industry that could adversely affect vendor relationships with equipment and network suppliers and customer relationships with wholesale and enterprise customers;




the impact of adverse changes in the ratings given to our debt securities by nationally accredited ratings organizations and the potential for additional adverse changes in the future;

earnings on pension plan investments significantly below our expected long-term rate of return for plan assets or a significant change in the discount rate or other actuarial assumptions;

unfavorable results of litigation, including intellectual property infringement claims, asserted against us;

the risks associated with non-compliance by us with regulations or statutes applicable to government programs under which we receive material amounts of end-user revenue and government subsidies, or non-compliance by us, our partners, or our subcontractors with any terms of our government contracts;
 
the effects of federal and state legislation, and rules and regulations, and changes thereto, including changes implemented by administrative agencies, governing the communications industry;

continued loss of consumer households served;

the impact of equipment failure, natural disasters or terrorist acts;

the effects of work stoppages by our employees or employees of other communications companies on whom we rely for service; and

those additional factors under “Risk Factors” in Item 1A of Windstream’s Annual Report and in subsequent filings with the Securities and Exchange Commission at www.sec.gov.

In addition to these factors, actual future performance, outcomes and results may differ materially because of more general factors including, among others, general industry and market conditions and growth rates, economic conditions, and governmental and public policy changes.

Windstream undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors that could cause Windstream’s actual results to differ materially from those contemplated in the forward-looking statements should be considered in connection with information regarding risks and uncertainties that may affect Windstream’s future results included in other filings with the Securities and Exchange Commission at www.sec.gov.
-end-

Media Contact:    
Investor Contact:
David Avery, 501-748-5876
Chris King, 704-319-1025
david.avery@windstream.com
christopher.c.king@windstream.com





WINDSTREAM HOLDINGS, INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
 
 
 
 
 
 
 
 
 
 
(In millions, except per share amounts)
 
THREE MONTHS ENDED
 
NINE MONTHS ENDED
 
 
 
September 30,
 
September 30,
 
Increase (Decrease)
 
September 30,
 
September 30,
 
Increase (Decrease)
 
 
 
2018
 
2017
 
Amount
 
%
 
2018
 
2017
 
Amount
 
%
UNDER GAAP:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues and sales:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service revenues
 
$
1,400.1

 
$
1,472.4

 
$
(72.3
)
 
(5
)
 
$
4,260.1

 
$
4,282.4

 
$
(22.3
)
 
(1
)
 
Product sales
 
20.5

 
25.3

 
(4.8
)
 
(19
)
 
59.2

 
72.6

 
(13.4
)
 
(18
)
 
Total revenues and sales
 
1,420.6

 
1,497.7

 
(77.1
)
 
(5
)
 
4,319.3

 
4,355.0

 
(35.7
)
 
(1
)
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of services (exclusive of depreciation and amortization included below)
 
700.2

 
780.5

 
(80.3
)
 
(10
)
 
2,159.9

 
2,215.0

 
(55.1
)
 
(2
)
 
Cost of products sold
 
19.7

 
22.3

 
(2.6
)
 
(12
)
 
54.7

 
72.8

 
(18.1
)
 
(25
)
 
Selling, general and administrative
 
225.8

 
231.8

 
(6.0
)
 
(3
)
 
679.1

 
672.0

 
7.1

 
1

 
Depreciation and amortization
 
383.8

 
365.4

 
18.4

 
5

 
1,136.3

 
1,066.3

 
70.0

 
7

 
Merger, integration and other costs
 
9.0

 
33.7

 
(24.7
)
 
(73
)
 
30.4

 
107.4

 
(77.0
)
 
(72
)
 
Restructuring charges
 
6.5

 
22.8

 
(16.3
)
 
(71
)
 
26.0

 
33.7

 
(7.7
)
 
(23
)
 
Total costs and expenses
 
1,345.0

 
1,456.5

 
(111.5
)
 
(8
)
 
4,086.4

 
4,167.2

 
(80.8
)
 
(2
)
Operating income
 
75.6

 
41.2

 
34.4

 
83

 
232.9

 
187.8

 
45.1

 
24

Other income, net
 
3.2

 
1.7

 
1.5

 
88

 
12.9

 
8.5

 
4.4

 
52

Net gain on early extinguishment of debt
 
190.3

 
5.2

 
185.1

 
*
 
190.3

 
2.0

 
188.3

 
*
Interest expense (A)
 
(230.0
)
 
(216.4
)
 
13.6

 
6

 
(677.5
)
 
(642.6
)
 
34.9

 
5

Income (loss) before income taxes
 
39.1

 
(168.3
)
 
207.4

 
123

 
(241.4
)
 
(444.3
)
 
202.9

 
46

Income tax benefit
 
(2.2
)
 
(66.8
)
 
(64.6
)
 
(97
)
 
(67.6
)
 
(163.4
)
 
(95.8
)
 
(59
)
Net income (loss)
 
$
41.3

 
$
(101.5
)
 
$
142.8

 
141

 
$
(173.8
)
 
$
(280.9
)
 
$
107.1

 
38

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average common shares
 
42.5

 
36.8

 
5.7

 
15

 
40.2

 
33.2

 
7.0

 
21

Common shares outstanding
 
42.9

 
36.6

 
6.3

 
17

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted income (loss) per share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 

$.97

 

($2.76
)
 

$3.73

 
135

 

($4.32
)
 

($8.50
)
 

$4.18

 
49

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ADJUSTED RESULTS OF OPERATIONS (B):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted service revenues
 
$
1,400.1

 
$
1,472.4

 
$
(72.3
)
 
(5
)
 
$
4,260.1

 
$
4,431.7

 
$
(171.6
)
 
(4
)
Adjusted revenues and sales
 
$
1,420.6

 
$
1,497.7

 
$
(77.1
)
 
(5
)
 
$
4,319.3

 
$
4,504.5

 
$
(185.2
)
 
(4
)
Adjusted OIBDAR (C)
 
$
495.7

 
$
490.3

 
$
5.4

 
1

 
$
1,502.8

 
$
1,489.4

 
$
13.4

 
1

Adjusted OIBDA (D)
 
$
331.5

 
$
327.0

 
$
4.5

 
1

 
$
1,011.3

 
$
999.3

 
$
12.0

 
1

Adjusted capital expenditures (E)
 
$
187.6

 
$
205.2

 
$
(17.6
)
 
(9
)
 
$
575.9

 
$
667.4

 
$
(91.5
)
 
(14
)
* Not meaningful
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(A)
Includes interest expense associated with the master lease agreement with Uniti of $116.2 million and $352.1 million for the three and nine month periods ended September 30, 2018, respectively, as compared to $120.7 million and $365.2 million for the three and nine month periods ended September 30, 2017.
(B)
Adjusted results of operations are based upon the combined historical financial information of Windstream and EarthLink for all periods presented. See Notes to Reconciliation of Non-GAAP Financial Measures.
(C)
Adjusted OIBDAR is adjusted OIBDA before the annual cash rent payment due under the master lease agreement with Uniti.
(D)
Adjusted OIBDA is operating income before depreciation and amortization, excluding pension expense, share-based compensation expense, restructuring charges, merger, integration and certain other costs.
(E)
Adjusted capital expenditures includes applicable amounts for EarthLink for periods prior to the merger date of February 27, 2017 and excludes post-merger integration capital expenditures for Broadview and EarthLink and amounts related to Project Excel, a capital program funded entirely using a portion of the proceeds from the sale of the data center business completed in December 2015.

1


WINDSTREAM HOLDINGS, INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNAUDITED BUSINESS SEGMENT RESULTS UNDER GAAP
 
 
 
 
 
 
 
(In millions)
 
THREE MONTHS ENDED
 
NINE MONTHS ENDED
 
 
September 30,
 
September 30,
 
Increase (Decrease)
 
September 30,
 
September 30,
 
Increase (Decrease)
 
 
2018
 
2017
 
Amount
 
%
 
2018
 
2017
 
Amount
 
%
Consumer & Small Business
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues and sales:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service revenues
 
$
458.9

 
$
479.0

 
$
(20.1
)
 
(4
)
 
$
1,395.8

 
$
1,468.9

 
$
(73.1
)
 
(5
)
Product sales
 
7.5

 
8.3

 
(0.8
)
 
(10
)
 
19.6

 
27.7

 
(8.1
)
 
(29
)
Total revenue and sales
 
466.4

 
487.3

 
(20.9
)
 
(4
)
 
1,415.4

 
1,496.6

 
(81.2
)
 
(5
)
Costs and expenses
 
200.3

 
217.3

 
(17.0
)
 
(8
)
 
593.8

 
648.6

 
(54.8
)
 
(8
)
Segment income
 
$
266.1

 
$
270.0

 
$
(3.9
)
 
(1
)
 
$
821.6

 
$
848.0

 
$
(26.4
)
 
(3
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Enterprise
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues and sales:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service revenues
 
$
716.5

 
$
750.3

 
$
(33.8
)
 
(5
)
 
$
2,179.5

 
$
2,122.8

 
$
56.7

 
3

Product sales
 
12.6

 
16.8

 
(4.2
)
 
(25
)
 
38.8

 
44.5

 
(5.7
)
 
(13
)
Total revenue and sales
 
729.1

 
767.1

 
(38.0
)
 
(5
)
 
2,218.3

 
2,167.3

 
51.0

 
2

Costs and expenses
 
568.2

 
620.0

 
(51.8
)
 
(8
)
 
1,750.4

 
1,754.5

 
(4.1
)
 
*
Segment income
 
$
160.9

 
$
147.1

 
$
13.8

 
9

 
$
467.9

 
$
412.8

 
$
55.1

 
13

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Wholesale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue and sales:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service revenues
 
$
180.9

 
$
191.2

 
$
(10.3
)
 
(5
)
 
$
546.9

 
$
566.6

 
$
(19.7
)
 
(3
)
Product sales
 
0.2

 
0.1

 
0.1

 
100

 
0.4

 
0.1

 
0.3

 
*
Total revenue and sales
 
181.1

 
191.3

 
(10.2
)
 
(5
)
 
547.3

 
566.7

 
(19.4
)
 
(3
)
Costs and expenses
 
54.5

 
58.1

 
(3.6
)
 
(6
)
 
163.6

 
171.4

 
(7.8
)
 
(5
)
Segment income
 
$
126.6

 
$
133.2

 
$
(6.6
)
 
(5
)
 
$
383.7

 
$
395.3

 
$
(11.6
)
 
(3
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consumer CLEC
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues and sales:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service revenues
 
$
43.8

 
$
51.9

 
$
(8.1
)
 
(16
)
 
$
137.9

 
$
124.1

 
$
13.8

 
11

Product sales
 
0.2

 
0.1

 
0.1

 
100

 
0.4

 
0.3

 
0.1

 
33
Total revenue and sales
 
44.0

 
52.0

 
(8.0
)
 
(15
)
 
138.3

 
124.4

 
13.9

 
11

Costs and expenses
 
19.1

 
27.2

 
(8.1
)
 
(30
)
 
59.6

 
62.9

 
(3.3
)
 
(5
)
Segment income
 
$
24.9

 
$
24.8

 
$
0.1

 
*
 
$
78.7

 
$
61.5

 
$
17.2

 
28

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2


WINDSTREAM HOLDINGS, INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNAUDITED BUSINESS SEGMENT RESULTS UNDER GAAP
 
 
 
 
 
 
 
(In millions)
 
THREE MONTHS ENDED
 
NINE MONTHS ENDED
 
 
September 30,
 
September 30,
 
Increase (Decrease)
 
September 30,
 
September 30,
 
Increase (Decrease)
 
 
2018
 
2017
 
Amount
 
%
 
2018
 
2017
 
Amount
 
%
Total segment revenues and sales:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service revenues
 
$
1,400.1

 
$
1,472.4

 
$
(72.3
)
 
(5
)
 
$
4,260.1

 
$
4,282.4

 
$
(22.3
)
 
(1
)
Product sales
 
20.5

 
25.3

 
(4.8
)
 
(19
)
 
59.2

 
72.6

 
(13.4
)
 
(18
)
Total segment revenues and sales
 
1,420.6

 
1,497.7

 
(77.1
)
 
(5
)
 
4,319.3

 
4,355.0

 
(35.7
)
 
(1
)
Total segment costs and expenses
 
842.1

 
922.6

 
(80.5
)
 
(9
)
 
2,567.4

 
2,637.4

 
(70.0
)
 
(3
)
Total segment income
 
578.5

 
575.1

 
3.4

 
1

 
1,751.9

 
1,717.6

 
34.3

 
2

Other unassigned operating expenses (A)
 
(103.6
)
 
(112.0
)
 
(8.4
)
 
(8
)
 
(326.3
)
 
(322.4
)
 
3.9

 
1

Merger, integration and other costs
 
(9.0
)
 
(33.7
)
 
(24.7
)
 
(73
)
 
(30.4
)
 
(107.4
)
 
(77.0
)
 
(72
)
Restructuring charges
 
(6.5
)
 
(22.8
)
 
(16.3
)
 
(71
)
 
(26.0
)
 
(33.7
)
 
(7.7
)
 
(23
)
Depreciation and amortization
 
(383.8
)
 
(365.4
)
 
18.4

 
5

 
(1,136.3
)
 
(1,066.3
)
 
70.0

 
7

Operating income
$
75.6

 
$
41.2

 
$
34.4

 
83

 
$
232.9

 
$
187.8

 
$
45.1

 
24

(A)
These expenses are not allocated to the business segments. Unallocated expenses include stock-based compensation, pension expense, and shared services, such as accounting and finance, information technology, network management, legal, human resources, and investor relations. These expenses are centrally managed and are not monitored by management at a segment level.



3


WINDSTREAM HOLDINGS, INC.
 
 
 
 
UNAUDITED CONSOLIDATED BALANCE SHEETS
 
 
 
(In millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30,
 
December 31,
 
 
 
2018
 
2017
Assets
 
 
 
 
 
Current Assets:
 
 
 
 
 
Cash and cash equivalents
 
 
$
37.3

 
$
43.4

Accounts receivable (less allowance for doubtful accounts of $24.8 and $29.7, respectively)
 
 
649.0

 
643.0

Inventories
 
 
87.0

 
93.0

Prepaid expenses and other
 
 
184.3

 
154.3

Total current assets
 
 
957.6

 
933.7

 
 
 
 
 
 
Goodwill
 
 
2,876.8

 
2,842.4

Other intangibles, net
 
 
1,300.3

 
1,454.4

Net property, plant and equipment
 
 
5,049.2

 
5,391.8

Deferred income taxes
 
 
418.0

 
370.8

Other assets
 
 
108.2

 
91.2

Total Assets
 
 
$
10,710.1

 
$
11,084.3

 
 
 
 
 
 
Liabilities and Shareholders’ Deficit
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
Current maturities of long-term debt
 
 
$
17.9

 
$
169.3

Current portion of long-term lease obligations
 
 
206.0

 
188.6

Accounts payable
 
 
483.4

 
494.0

Advance payments and customer deposits
 
 
195.2

 
207.3

Accrued taxes
 
 
93.5

 
89.5

Accrued interest
 
 
69.9

 
52.6

Other current liabilities
 
 
308.8

 
342.1

Total current liabilities
 
 
1,374.7

 
1,543.4

 
 
 
 
 
 
Long-term debt
 
 
5,721.3

 
5,674.6

Long-term lease obligations
 
 
4,486.5

 
4,643.3

Other liabilities
 
 
488.5

 
521.9

Total liabilities
 
 
12,071.0

 
12,383.2

 
 
 
 
 
 
Shareholders’ Deficit:
 
 
 
 
 
Common stock, $.0001 par value, 75.0 shares authorized, 42.9 and 36.5 shares issued and outstanding, respectively
 
 

 

Additional paid-in capital
 
 
1,247.1

 
1,191.9

Accumulated other comprehensive income
 
 
44.4

 
21.4

Accumulated deficit
 
 
(2,652.4
)
 
(2,512.2
)
Total shareholders’ deficit
 
 
(1,360.9
)
 
(1,298.9
)
Total Liabilities and Shareholders’ Deficit
 
 
$
10,710.1

 
$
11,084.3


4


WINDSTREAM HOLDINGS, INC.
 
 
 
 
 
 
 
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
 
 
 
 
 
(In millions)
 
 
 
 
 
 
 
 
THREE MONTHS ENDED
 
NINE MONTHS ENDED
 
September 30,
 
September 30,
 
September 30,
 
September 30,
 
2018
 
2017
 
2018
 
2017
Cash Flows from Operating Activities:
 
 
 
 
 
 
 
Net income (loss)
$
41.3

 
$
(101.5
)
 
$
(173.8
)
 
$
(280.9
)
Adjustments to reconcile net income (loss) to net cash provided from operations:
 
 
 
 
 
 
 
Depreciation and amortization
383.8

 
365.4

 
1,136.3

 
1,066.3

Provision for doubtful accounts
11.1

 
13.8

 
26.3

 
33.5

Share-based compensation expense
7.1

 
12.8

 
25.5

 
45.2

Deferred income taxes
(2.9
)
 
(48.0
)
 
(67.6
)
 
(145.3
)
Net gain on early extinguishment of debt
(190.3
)
 
(5.2
)
 
(190.3
)
 
(2.0
)
Other, net
5.8

 
7.6

 
10.1

 
15.5

Changes in operating assets and liabilities, net:
 
 
 
 
 
 
 
Accounts receivable
(31.7
)
 
(24.6
)
 
(25.9
)
 
(8.9
)
Prepaid income taxes
0.6

 
(0.4
)
 
(4.1
)
 
(5.6
)
Prepaid expenses and other
(2.7
)
 
(6.0
)
 
4.6

 
(20.3
)
Accounts payable
(29.9
)
 
25.1

 
(12.7
)
 
(31.2
)
Accrued interest
7.7

 
31.8

 
17.6

 
25.0

Accrued taxes
5.9

 
1.6

 
(3.4
)
 
3.6

Other current liabilities
16.2

 
6.9

 
(2.5
)
 
(13.2
)
Other liabilities
0.1

 
(0.3
)
 
7.1

 
1.2

Other, net
(5.6
)
 
(7.3
)
 
9.0

 
(36.3
)
Net cash provided from operating activities
216.5

 
271.7

 
756.2

 
646.6

Cash Flows from Investing Activities:
 
 
 
 
 
 
 
Additions to property, plant and equipment
(196.9
)
 
(216.4
)
 
(603.2
)
 
(724.2
)
Acquisition of Broadview, net of cash acquired

 
(63.3
)
 

 
(63.3
)
Cash acquired from EarthLink

 

 

 
5.0

Acquisitions of MASS and ATC, net of cash acquired
(9.3
)
 

 
(46.9
)
 

Other, net
1.2

 
2.4

 
(7.6
)
 
(9.4
)
Net cash used in investing activities
(205.0
)
 
(277.3
)
 
(657.7
)
 
(791.9
)
Cash Flows from Financing Activities:
 
 
 
 
 
 
 
Dividends paid to shareholders

 
(28.8
)
 

 
(64.4
)
Proceeds from issuance of stock
1.1

 

 
12.2

 
9.6

Repayments of debt and swaps
(127.3
)
 
(428.4
)
 
(540.4
)
 
(1,710.6
)
Proceeds from debt issuance
177.0

 
564.0

 
627.0

 
2,099.6

Debt issuance costs
(11.9
)
 

 
(23.5
)
 
(7.3
)
Stock repurchases

 
(19.0
)
 

 
(19.0
)
Payments under long-term lease obligations
(48.1
)
 
(42.7
)
 
(139.5
)
 
(124.9
)
Payments under capital lease obligations
(10.4
)
 
(7.2
)
 
(38.1
)
 
(29.2
)
Other, net
0.1

 
(0.5
)
 
(2.3
)
 
(11.1
)
Net cash (used in) provided from financing activities
(19.5
)
 
37.4

 
(104.6
)
 
142.7

Decrease (increase) in cash and cash equivalents
(8.0
)
 
31.8

 
(6.1
)
 
(2.6
)
Cash and Cash Equivalents:
 
 
 
 
 
 
 
Beginning of period
45.3

 
24.7

 
43.4

 
59.1

End of period
$
37.3

 
$
56.5

 
$
37.3

 
$
56.5


5


WINDSTREAM HOLDINGS, INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNAUDITED SUPPLEMENTAL ADJUSTED OPERATING INFORMATION
(In thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THREE MONTHS ENDED
 
NINE MONTHS ENDED
 
 
 
September 30,
 
September 30,
 
Increase (Decrease)
 
September 30,
 
September 30,
 
Increase (Decrease)
 
 
 
2018
 
2017
 
Amount
 
%
 
2018
 
2017
 
Amount
 
%
Consumer - ILEC customers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Households served
 
1,250.5

 
1,288.2

 
(37.7
)
 
(3
)
 
 
 
 
 
 
 
 
 
High-speed Internet customers
 
1,015.0

 
1,017.4

 
(2.4
)
 
*
 
 
 
 
 
 
 
 
 
Digital television customers
 
247.1

 
289.6

 
(42.5
)
 
(15
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net household losses
 
0.8

 
19.6

 
(18.8
)
 
(96
)
 
18.3

 
66.4

 
(48.1
)
 
(72
)
 
Net high-speed Internet customer additions (losses)
 
8.3

 
(8.4
)
 
16.7

 
199

 
8.4

 
(33.7
)
 
42.1

 
125

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Small Business - ILEC customers
 
120.5

 
131.2

 
(10.7
)
 
(8
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consumer CLEC customers
 
605.5

 
680.6

 
(75.1
)
 
(11
)
 
 
 
 
 
 
 
 


6


WINDSTREAM HOLDINGS, INC.
 
 
 
 
 
 
NON-GAAP FINANCIAL MEASURES - ADJUSTED CAPITAL EXPENDITURES AND ADJUSTED FREE CASH FLOW
(In millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THREE MONTHS ENDED
 
NINE MONTHS ENDED
 
 
September 30,
 
September 30,
 
September 30,
 
September 30,
 
 
2018
 
2017
 
2018
 
2017
Adjusted Capital Expenditures:
 
 
 
 
 
 
 
Capital expenditures under GAAP
$
196.9

 
$
216.4

 
$
603.2

 
$
724.2

EarthLink capital expenditures pre-merger

 

 

 
15.2

Project Excel capital expenditures

 

 

 
(49.9
)
Integration capital expenditures
(9.3
)
 
(11.2
)
 
(27.3
)
 
(22.1
)
Adjusted capital expenditures (A)
$
187.6

 
$
205.2

 
$
575.9

 
$
667.4

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THREE MONTHS ENDED
 
NINE MONTHS ENDED
 
 
 
 
 
 
September 30,
 
September 30,
 
 
 
 
 
 
2018
 
2018
Adjusted Free Cash Flow:
 
 
 
 
 
 
 
Operating income under GAAP
 
 
 
 
$
75.6

 
$
232.9

Depreciation and amortization
 
 
 
 
383.8

 
1,136.3

OIBDA
 
 
 
 
459.4

 
1,369.2

Adjustments:
 
 
 
 
 
 
 
Merger, integration and other costs
 
 
 
 
9.0

 
30.4

Restructuring charges
 
 
 
 
6.5

 
26.0

Other costs (B)
 
 
 
 
12.9

 
49.0

Pension expense
 
 
 
 
0.8

 
2.7

Share-based compensation
 
 
 
 
7.1

 
25.5

Master lease rent payment
 
 
 
 
(164.2
)
 
(491.5
)
Adjusted OIBDA
 
 
 
 
331.5

 
1,011.3

Adjusted capital expenditures (per above)
 
 
 
 
(187.6
)
 
(575.9
)
Cash paid for interest on long-term debt obligations
 
 
 
 
(95.4
)
 
(288.4
)
Cash refunded for income taxes, net
 
 
 
 

 
15.1

Adjusted free cash flow
 
 
 
 
$
48.5

 
$
162.1


(A)
Adjusted capital expenditures includes applicable amounts for EarthLink for periods prior to the merger date of February 27, 2017 and excludes post-merger integration capital expenditures for Broadview and EarthLink and amounts related to Project Excel, a capital program funded entirely using a portion of the proceeds from the sale of the data center business completed in December 2015.
(B)
Other costs primarily include business transformation expenses consisting of consulting fees, incremental marketing and rebranding costs, incremental labor, travel, training and other transition costs related to outsourcing certain support functions. These costs also include incremental network optimization costs incurred in migrating traffic to existing lower costs circuits and terminating contracts prior to their expiration. For a detailed breakdown of these amounts, see note (E) from the "Notes to Reconciliation of Non-GAAP Financial Measures."

7


WINDSTREAM HOLDINGS, INC.
 
 
 
 
 
 
 
 
 
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
 
 
 
 
 
 
 
 
 
(In millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THREE MONTHS ENDED
 
 
NINE MONTHS ENDED
 
 
September 30,
 
September 30,
 
 
September 30,
 
September 30,
 
 
2018
 
2017
 
 
2018
 
2017
Reconciliation of Revenues and Sales under GAAP to Adjusted
   Revenues and Sales:
 
 
 
 
 
 
 
 
 
Service revenues under GAAP
 
$
1,400.1

 
$
1,472.4

 
 
$
4,260.1

 
$
4,282.4

Adjustments:
 
 
 
 
 
 
 
 
 
EarthLink service revenues
(A)

 

 
(A)

 
149.3

Adjusted service revenues
 
1,400.1

 
1,472.4

 
 
4,260.1

 
4,431.7

Product sales under GAAP
 
20.5

 
25.3

 
 
59.2

 
72.6

Adjustments:
 
 
 
 
 
 
 
 
 
EarthLink product sales
(A)

 

 
(A)

 
0.2

Adjusted product sales
 
20.5

 
25.3

 
 
59.2

 
72.8

Adjusted revenues and sales
 
$
1,420.6

 
$
1,497.7

 
 
$
4,319.3

 
$
4,504.5

 
 
 
 
 
 
 
 
 
 
Reconciliation of Net Income (Loss) under GAAP to Adjusted OIBDA:
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
41.3

 
$
(101.5
)
 
 
$
(173.8
)
 
$
(280.9
)
Adjustments:
 
 
 
 
 
 
 
 
 
Other income, net
(B)
(3.2
)
 
(1.7
)
 
(B)
(12.9
)
 
(8.5
)
Net gain on early extinguishment of debt
(B)
(190.3
)
 
(5.2
)
 
(B)
(190.3
)
 
(2.0
)
Interest expense
(B)
230.0

 
216.4

 
(B)
677.5

 
642.6

Income tax benefit
(B)
(2.2
)
 
(66.8
)
 
(B)
(67.6
)
 
(163.4
)
Operating income under GAAP
(B)
75.6

 
41.2

 
(B)
232.9

 
187.8

Depreciation and amortization
(B)
383.8

 
365.4

 
(B)
1,136.3

 
1,066.3

Adjustments:
 
 
 
 
 
 
 
 
 
EarthLink operating income
(C)

 

 
(C)

 
30.8

Merger, integration and other costs
(B)
9.0

 
33.7

 
(B)
30.4

 
107.4

Restructuring charges
(B)
6.5

 
22.8

 
(B)
26.0

 
33.7

Other costs
(E)
12.9

 
12.8

 
(E)
49.0

 
22.3

Pension expense
(B)
0.8

 
2.0

 
(B)
2.7

 
6.1

Share-based compensation expense
(F)
7.1

 
12.4

 
(F)
25.5

 
35.0

Adjusted OIBDAR
 
495.7

 
490.3

 
 
1,502.8

 
1,489.4

Master lease rent payment
(D)
(164.2
)
 
(163.3
)
 
(D)
(491.5
)
 
(490.1
)
Adjusted OIBDA
 
$