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8-K - 8-K - tw telecom inc.a8k4q13.htm


Exhibit 99.1
             
tw telecom Reports Fourth Quarter and Full Year 2013 Results
                        
Delivers 6.4% Revenue Growth, $36.5 million of Net Income and 35.3% M-EBITDA Margin for 2013
Completes $416 million of Share Repurchases for 2013, with $104 million in the Fourth Quarter
Expects Higher 2014 Total Revenue Growth Rate

LITTLETON, Colo. - February 11, 2014 - tw telecom inc. (NASDAQ: TWTC), a leading national provider of managed services, including Business Ethernet, converged and IP VPN solutions to enterprises across the U.S. and to their global locations, today announced its fourth quarter 2013 financial results, including $400.0 million of revenue, $15.4 million of net income, $0.11 basic earnings per share, and $140.7 million of Modified EBITDA1 (“M-EBITDA”).

For the year, the Company reported $1.56 billion in revenue, $36.5 million in net income, $0.25 basic earnings per share, and $552.5 million of M-EBITDA.

“In 2013, we achieved strong comprehensive financial results, deployed substantial product innovation, solutions and features and returned value to shareholders through share repurchases,” said Larissa Herda, tw telecom’s Chairman and CEO. “We also successfully executed our growth initiatives and as a result, we expect to increase our 2014 revenue growth rate over that of 2013. Additionally, we announced a strategic market expansion in the fourth quarter. We believe we are doing all the right things to position our business for long-term growth and market differentiation, as we continue to focus on driving shareholder value,” said Herda.

Highlights for the Year
Grew total revenue 6.4% year over year
Grew enterprise revenue 8.2% year over year
Grew data and Internet revenue 14.1% year over year
Delivered $36.5 million of net income, or $64.4 million of net income, after excluding debt extinguishment and executive retirement costs, net of tax impacts8 
Delivered M-EBITDA of $552.5 million, representing a 35.3% M-EBITDA margin1 
Delivered $438.5 million of net cash provided by operating activities
Reported ($34.1) million of levered free cash flow3, or $85.7 million, after excluding the strategic market expansion capital lease
Utilized $959.2 million in cash to execute share repurchases and settle convertible debt
Announced a strategic market expansion in November, to extend its fiber footprint



1



Business Trends
    
     “We delivered strong comprehensive results and continued balance sheet optimization, as we returned value to shareholders, invested for long-term growth and maintained our balance sheet flexibility,” said Mark Peters, tw telecom’s Executive Vice President and Chief Financial Officer. “In 2013, we opportunistically refinanced more than 70% of our debt from the end of 2012, achieving more favorable terms and rates. We utilized nearly $1 billion of cash to execute our share repurchases and settle our convertible debt, which resulted in a 10% decrease in shares and the avoidance of up to 13% of potential dilution compared to our shares outstanding at the end of 2012. Due to our ongoing financial discipline, we expect in 2014 to continue to invest in the business, execute share repurchases and maintain our strong liquidity.”

The Company’s successful growth initiatives have resulted in strong fourth quarter bookings7, or sales, which grew in both the fourth quarter and for the full year of 2013 compared to the same periods in the prior year, as well as demonstrated strong sequential growth for the quarter. The Company expects its full year revenue growth rate for 2014, to be greater than that of 2013, because of the consistent increase in bookings in the last four months of the year.

For 2014, the Company is forecasting, as expected, continued Modified EBITDA margin pressure due to the cumulative costs of its 2013 growth initiatives and recently announced strategic market expansion, both of which primarily reflect the cost of new sales and other employees incurred in advance of the anticipated recognition of higher revenue growth. The Company also expects its annual resetting of payroll taxes to result in an estimated $5 million sequential cost increase in the first quarter, which it expects will decline throughout the year.

The Company continues to expect business fluctuations to impact sequential trends in revenue, margins and cash flow. This includes the timing, as well as any seasonality of sales and installations5, usage, rate changes, disputes, settlements, repricing for contract renewals and fluctuations in revenue churn, expenses, capital expenditures and taxes and fees.

Market Expansion

In the fourth quarter, the Company announced a strategic market expansion to extend its metro fiber footprint into five new high demand markets and accelerate the density of its metro-fiber footprint in 27 existing markets. “Our strategic market expansion is on track and we expect to fully integrate our expanded fiber reach and launch our new markets over the course of 2014,” said John Blount, President and Chief Operating Officer.

Capital Lease for Strategic Market Expansion

The Company recognized $119.8 million of capital expenditures for its strategic market expansion and a related capital lease obligation in the fourth quarter, which it expects to pay over 20 years. The Company expects that the accounting for the lease will result in an estimated incremental $6.5 million of interest expense and $3.5 million of depreciation expense for the year.




2



Operational Metrics

Revenue churn4 was 0.8% for the fourth quarter of 2013 down from 1.0% in the prior quarter and 0.9% in the same quarter last year. The higher churn in the prior quarter was the result of service disconnections from one large carrier. Full year 2013 revenue churn was 0.9%, consistent with 2012.

As a component of revenue churn, revenue lost from customers fully disconnecting service remained low at 0.2% for the fourth quarter of 2013, which is consistent with the prior quarter and the same quarter last year, and indicative of a loyal customer base, effective customer experience strategy and competitive product portfolio.

The Company had more than 29,000 customers as of December 31, 2013. Customer churn4 was 0.8% for the fourth quarter of 2013, consistent with the prior quarter and down from 0.9% in the same quarter last year. The Company ended the quarter with over 30,000 fiber route miles, of which approximately 23,000 were metro miles, which does not include route miles from the strategic market expansion that will be added in 2014 as those routes are fully integrated.

Capital Investments

Capital investments for the year, excluding the strategic market expansion capital lease, increased $38.6 million with the majority tied to success-based investments and growth initiatives.

Capital investments (“cap-ex”) for 2013 were as follows ($ in 000’s):
 
 
Three Months Ended
 
Twelve Months Ended
 
 
Dec. 31 2013
 
Sept. 30 2013
 
Dec. 31 2012
 
Dec. 31 2013
 
Dec. 31 2012
Cap-ex - excluding strategic market expansion capital lease
 
$
88,216

 
$
102,037

 
$
99,624

 
$
382,064

 
$
343,425

As a percentage of revenue
 
22.1
%
 
26.0
%
 
26.4
%
 
24.4
%
 
23.4
%
Cap-ex - for strategic market expansion capital lease
 
119,823

 

 

 
119,823

 

Total Capital Expenditures
 
$
208,039

 
$
102,037

 
$
99,624

 
$
501,887

 
$
343,425


Capital investments for the fourth quarter, excluding the strategic market expansion capital lease, decreased sequentially by $13.8 million primarily reflecting the timing of capacity-related projects and decreased year over year by $11.4 million due to timing of capacity-related projects somewhat offset by growth in success-based spending and product investments for growth initiatives.
    
The Company expects approximately $440 to $460 million of total capital investments for 2014, with the majority to be tied to success-based investments, which includes approximately $50 million to integrate and connect the strategic market expansion into its national network and operating infrastructure.

Balance Sheet Activities

The Company executed share repurchases of $103.5 million for the quarter and $415.5 million for the year, with $362.5 million remaining under its most recently announced $500 million share repurchase plan.


3



Intercarrier Compensation

Intercarrier compensation revenue represented 2% of total revenue as of the fourth quarter of 2013. Under an FCC order, intercarrier compensation rates are declining over a six-year period that began in 2012, with rate decreases occurring in July of each year. These rate decreases resulted in a $4 million decrease to intercarrier compensation revenue in 2013, and the Company expects another $4 million revenue decrease for 2014.


Year over Year Results - Fourth Quarter 2013 compared to Fourth Quarter 2012

Revenue for the fourth quarter of 2013 was $400.0 million compared to $377.9 million for the fourth quarter last year, representing a year over year increase of $22.1 million, or 5.9%. Revenue grew primarily due to ongoing enterprise revenue growth. Key changes in revenue included:

$22.5 million increase in revenue from enterprise customers, or 7.5% year over year, driven primarily by data and Internet services, partially offset by a favorable $2.2 million customer settlement in the prior year
Revenue from carriers was unchanged, reflecting growth in Ethernet services, which was offset by churn and repricing for contract renewals in network services
$0.4 million decrease in intercarrier compensation revenue primarily reflecting the impact of a mandatory FCC rate reduction in July 2013, somewhat offset by an increase in minutes of use

By line of business, the percentage change in revenue year over year was as follows:

13.1% increase for data and Internet services, primarily driven by an increase in strategic Ethernet and VPN based products and other services, partially offset by churn, repricing and a favorable $2.2 million enterprise customer settlement in the prior year. Data and Internet revenue represents 56% of total revenue for the quarter compared to 52% a year ago
2.5% increase in voice services, primarily from converged and other voice solutions and certain taxes and fees, partially offset by churn. Voice services revenue represented 23% of total revenue for the quarter compared to 24% a year ago
7.0% decrease in network services, primarily reflecting the impact of churn and repricing for contract renewals, largely from carrier customers, partially offset by growth in high capacity dedicated Ethernet services. Network services revenue represents 19% of total revenue for the quarter compared to 22% a year ago

Operating Costs

Operating costs for the fourth quarter of 2013 increased year over year, which primarily included increases in network access costs as a result of revenue growth and growth in demand for multi-location customer solutions, both within and outside of the Company’s markets. In addition, there was an increase in employee-related costs, net of capitalized expenses, primarily in support of the Company’s growth initiatives, as well as annual merit-based salary increases. Operating costs as a percentage of revenue were 42.2% for the quarter compared to 42.1% for the same period last year. Modified gross margin6 as a percentage of revenue was 58.0% in both the current quarter and the same period last year.
 

4



The Company utilizes a fully burdened modified gross margin, including network costs, and personnel costs for customer care, provisioning, network maintenance, technical field and network operations, excluding non-cash stock-based compensation expense, net of costs capitalized for labor and overhead on capital projects.

Selling, General and Administrative Costs (“SG&A”)

SG&A costs increased year over year, primarily as a result of higher employee-related costs, including expansion of sales and sales support personnel largely to support ongoing growth and the Company’s growth initiatives, commissions and annual merit-based salary increases, as well as an increase in property and other taxes and regulatory fees. SG&A costs as a percentage of revenue increased to 24.7% for the quarter from 23.1% for the same period last year, reflecting the growth rate of the items described above.

Net Income

Net income was $15.4 million for the fourth quarter of 2013 compared to $17.3 million from the same period last year, reflecting higher depreciation expense resulting from net asset additions and increased income tax expense, offset by M-EBITDA growth and lower interest expense. The Company delivered basic earnings per share of $0.11 for both the current quarter and the same period last year.

M-EBITDA and Margins

M-EBITDA was $140.7 million for the fourth quarter of 2013, an increase of 1.7% from the same period last year, primarily as a result of revenue growth that was largely offset by costs associated with the Company’s growth initiatives and lower net favorable settlements in the current quarter than the same quarter last year.

M-EBITDA margin for the quarter was 35.2% as compared to 36.6% for the same period last year. The vast majority of the change in margin this quarter as compared to the same quarter last year was due to costs associated with growth initiatives and the balance reflects higher access costs from growing multi-location customer demand both in and outside of the Company’s markets and lower net favorable settlements.

Sequential Results - Fourth Quarter 2013 compared to Third Quarter 2013

Revenue for the fourth quarter of 2013 was $400.0 million, as compared to $393.2 million for the third quarter of 2013, an increase of $6.8 million, or 1.7%, representing the 37th consecutive quarter of sequential growth. Revenue grew primarily due to ongoing enterprise growth. Key changes in revenue included:

$6.5 million increase in enterprise revenue, or 2.1% sequential growth, driven primarily by data and Internet services
$1.0 million increase in carrier revenue, primarily due to growth in Ethernet services, somewhat offset by churn and repricing for contract renewals
$0.7 million decrease in intercarrier compensation revenue


5



By line of business, the percentage change in revenue sequentially was as follows:
    
3.6% increase for data and Internet services, primarily driven by an increase in strategic Ethernet and VPN-based products and other services, partially offset by churn and repricing
0.4% increase in voice services, primarily reflecting an increase in converged solutions and certain taxes and fees, partially offset by churn
1.0% decrease in network services, primarily reflecting the impact of higher churn and repricing for contract renewals, largely from carriers, partially offset by growth in high capacity dedicated Ethernet services

Operating Costs

Operating costs increased sequentially, reflecting a lower amount of favorable franchise fee settlements and higher network access costs as a result of revenue growth. Operating costs were 42.2% of revenue for the fourth quarter and 41.8% for the third quarter. Modified gross margin for the fourth quarter as a percentage of revenue was 58.0% compared to 58.4% in the third quarter.

Selling, General and Administrative Costs

SG&A costs decreased sequentially primarily reflecting lower non-cash stock-based compensation, largely resulting from executive retirement costs in the prior quarter, offset by higher employee-related costs, including growth initiatives. SG&A costs were 24.7% of revenue for the fourth quarter and 26.3% for the third quarter.

Net Income and Loss

Net income was $15.4 million for the fourth quarter, compared to a net loss of $9.4 million in the third quarter reflecting debt extinguishment and executive retirement costs in the third quarter that did not recur and fourth quarter M-EBITDA growth somewhat offset by an increase in income tax expense and interest expense.

The Company delivered basic earnings per share of $0.11 for the fourth quarter compared to a third quarter net loss per share of $0.07, or $0.12 basic earnings per share excluding debt extinguishment and executive retirement costs8, net of the related tax impacts.

M-EBITDA and Margins

M-EBITDA was $140.7 million for the fourth quarter, an increase of 1.6% from the third quarter primarily as a result of revenue growth, which was largely offset by a lower amount of favorable franchise fee settlements and costs associated with the Company’s growth initiatives. M-EBITDA margin was 35.2% for both the fourth quarter and the third quarter.


tw telecom plans to conduct a webcast conference call to discuss its earnings results on February 12, 2014 at 9:00 a.m. MST (11:00 a.m. EST). To access the webcast and the financial and other information to be discussed in the webcast, visit www.twtelecom.com under “Investors.”

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Investor Relations:                    Media Relations:            
Carole Curtin Jorgensen 303 566-1000            Bob Meldrum 303 566-1354    
carole.curtin@twtelecom.com                bob.meldrum@twtelecom.com


(1) Modified EBITDA (or “M-EBITDA”) is defined as net income or loss before depreciation, amortization, accretion, impairment charges and other income and losses, interest expense, debt extinguishment costs, interest income, income tax expense or benefit, cumulative effect of change in accounting principle, and non-cash stock-based compensation expense. The Company defines Modified EBITDA margin as M-EBITDA divided by total revenue.
(2) Unlevered free cash flow is defined as Modified EBITDA less capital expenditures, which is reconciled to Net Cash provided by (used in) operating activities in the supplemental information posted on the Company’s website.  
(3) Levered free cash flow is defined as Modified EBITDA less capital expenditures and net interest expense from operations (excluding debt extinguishment costs, non-cash interest expense and deferred debt costs), which is reconciled to Net Cash provided by (used in) operating activities in the supplemental information posted on the Company’s website.
(4) Revenue churn is defined for the period as average lost recurring monthly billing from a customer’s partial or complete disconnection of services (excluding repricing impacts and usage) compared to reported revenue. Customer churn is defined for the period as average monthly customer turnover compared to the average monthly customer count.
(5) Installations reflect monthly recurring charges for services from signed customer sales that are installed and recognized as revenue from the date of installation.
(6) The Company defines modified gross margin as total revenue less operating costs excluding non-cash stock-based compensation expense.
(7) Bookings, or sales, are defined as monthly recurring charges for services from signed customer contracts. The timing of when these sales are installed and recognized into revenue varies based on the underlying contract.
(8) Net Income, and Basic and Diluted EPS excluding debt extinguishment and executive retirement costs, net of tax impacts are Non GAAP measures and are reconciled in the supplemental earnings materials to the most comparable GAAP measure.

Financial Measures
The Company provides financial measures using U.S. generally accepted accounting principles (“GAAP”) as well as adjustments to GAAP measures to describe its business trends, including Modified EBITDA. Management believes that its definition of Modified EBITDA (see above) is a standard measure of operating performance and liquidity that is commonly reported and widely used by analysts, investors, and other interested parties in the telecommunications industry because it eliminates many differences in financial, capitalization, and tax structures, as well as non-cash and non-operating income or charges to earnings. Modified EBITDA is not intended to replace operating income (loss), net income (loss), cash flow, and other measures of financial performance and liquidity reported in accordance with GAAP. Management uses Modified EBITDA internally to assess on-going operations and it is the basis for various financial covenants contained in the Company’s debt agreements and for operating performance and liquidity. Modified EBITDA is reconciled to Net Income (Loss), the most comparable GAAP measure for operating performance within the Consolidated Operations Highlights and in the supplemental information posted on the Company’s website. Modified EBITDA, as a measure of liquidity, is also reconciled to Net Cash provided by operating activities on the Company’s website.

In addition, management uses unlevered and levered free cash flow, which measure the ability of M-EBITDA to cover capital expenditures. The Company uses these cash flow definitions to eliminate certain non-cash costs. Levered and unlevered free cash flow are reconciled to Net Cash provided by operating activities and also to Modified EBITDA in the supplemental information posted on the Company’s website. The Company also provides an adjustment to the measure gross margin by eliminating the impact of non-cash stock-based compensation expense. Management uses modified gross margin internally to assess on-going operations. Modified gross margin is reconciled to gross margin in the financial tables. The Company also provides net income and Basic and Diluted EPS excluding debt extinguishment and executive retirement costs, which management believes is useful to analysts and investors to enhance comparability to prior periods and help identify operating trends. The supplemental information posted to the Company’s website

7



reconciles net income and Basic and Diluted EPS excluding debt extinguishment and executive retirement costs to the most comparable GAAP measure.

Forward Looking Statements
The statements in this press release and related conference call concerning the outlook for 2014 and beyond, including statements regarding product and platform plans, growth prospects, market opportunities, market expansion and its implementation, sales growth, cash flow and cash balances, growth initiatives, sales force, customer opportunities, network capabilities, sales and installations timing, demand, revenue growth, revenue growth rate, margins, expense trends, service disconnections, business trends and fluctuations, liquidity position, future share repurchases and expected capital expenditures are forward-looking statements that reflect management’s views with respect to future events and financial performance. These statements are based on management’s current expectations and are subject to risks and uncertainties. Important factors that could cause actual results to differ materially from those in the forward looking statements include the risks disclosed in the Company's SEC filings, especially the section entitled "Risk Factors" in its 2012 Annual Report on Form 10-K, in its subsequent 2013 Annual Report on Form 10-K and in “Risk Factors” and elsewhere in its subsequent quarterly reports on Form 10-Q. tw telecom undertakes no obligations to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About tw telecom
tw telecom, headquartered in Littleton, Colo., is a leading national provider of managed services, including Business Ethernet, converged and IP VPN solutions for enterprises throughout the U.S. and globally. tw telecom also delivers secure, scalable private connections for transport data networking, Internet access, voice, VPN, VoIP and security to large organizations and communications services companies. Employing a resilient fiber network infrastructure, robust product portfolio and its own Intelligent Network capabilities, tw telecom delivers customers overall economic value, an industry-leading quality service experience, and improved business productivity. Please visit www.twtelecom.com for more information.





8



 tw telecom inc.
Consolidated Operations Highlights
(Dollars in thousands)
Unaudited (1)
 
 
Three Months Ended
 December 31,
 
Twelve Months Ended
December 31,
 
 
2013
 
2012
 
Growth %
 
2013
 
2012
 
Growth %
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
Data and Internet services
 
$
223,705

 
$
197,802

 
13.1
 %
 
$
851,297

 
$
746,297

 
14.1
 %
Voice services
 
94,318

 
92,062

 
2.5
 %
 
373,666

 
363,743

 
2.7
 %
Network services
 
75,368

 
81,014

 
-7.0
 %
 
308,818

 
330,088

 
-6.4
 %
Service Revenue
 
393,391

 
370,878

 
6.1
 %
 
1,533,781

 
1,440,128

 
6.5
 %
Intercarrier compensation
 
6,628

 
7,015

 
-5.5
 %
 
30,120

 
30,127

 
0.0
 %
Total Revenue
 
400,019

 
377,893

 
5.9
 %
 
1,563,901

 
1,470,255

 
6.4
 %
Expenses
 
 
 
 
 
 
 
 
 
 
 
 
Operating costs
 
168,613

 
159,179

 
 
 
658,080

 
617,553

 
 
Gross Margin
 
231,406

 
218,714

 
 
 
905,821

 
852,702

 
 
Selling, general and administrative costs
 
98,694

 
87,412

 
 
 
392,132

 
341,423

 
 
Depreciation, amortization and accretion
 
80,155

 
74,703

 
 
 
308,768

 
284,292

 
 
Operating Income
 
52,557

 
56,599

 
-7.1
 %
 
204,921

 
226,987

 
-9.7
 %
Interest expense
 
(23,107
)
 
(21,720
)
 
 
 
(85,410
)
 
(68,271
)
 
 
Non-cash interest expense and deferred debt costs
 
(1,620
)
 
(6,771
)
 
 
 
(10,726
)
 
(25,486
)
 
 
Debt extinguishment costs
 

 

 
 
 
(39,314
)
 
(77
)
 
 
Interest income
 
144

 
512

 
 
 
692

 
793

 
 
Income before income taxes
 
27,974

 
28,620

 
-2.3
 %
 
70,163

 
133,946

 
-47.6
 %
Income tax expense
 
12,573

 
11,352

 
 
 
33,705

 
57,058

 
 
Net Income
 

$15,401

 
$
17,268

 
-10.8
 %
 
$
36,458

 
$
76,888

 
-52.6
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
SUPPLEMENTAL INFORMATION TO RECONCILE MODIFIED GROSS MARGIN AND MODIFIED EBITDA
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross Margin
 
$
231,406

 
$
218,714

 
 
 
$
905,821

 
$
852,702

 
 
Add back non-cash stock-based compensation expense
 
522

 
476

 
 
 
2,178

 
1,904

 
 
Modified Gross Margin
 
231,928

 
219,190

 
5.8
 %
 
907,999

 
854,606

 
6.2
 %
Selling, general and administrative costs
 
98,694

 
87,412

 
 
 
392,132

 
341,423

 
 
Add back non-cash stock-based compensation expense
 
7,431

 
6,507

 
 
 
36,654

 
27,396

 
 
Modified EBITDA
 
140,665

 
138,285

 
1.7
 %
 
552,521

 
540,579

 
2.2
 %
Non-cash stock-based compensation expense
 
7,953

 
6,983

 
 
 
38,832

 
29,300

 
 
Depreciation, amortization and accretion
 
80,155

 
74,703

 
 
 
308,768

 
284,292

 
 
Net interest expense
 
22,963

 
21,208

 
 
 
84,718

 
67,478

 
 
Non-cash interest expense and deferred debt costs
 
1,620

 
6,771

 
 
 
10,726

 
25,486

 
 
Debt extinguishment costs
 

 

 
 
 
39,314

 
77

 
 
Income tax expense
 
12,573

 
11,352

 
 
 
33,705

 
57,058

 
 
Net Income
 

$15,401

 
$
17,268

 
 
 
$
36,458

 
$
76,888

 
 
Modified Gross Margin %
 
58.0
%
 
58.0
%
 
 
 
58.1
%
 
58.1
%
 
 
Modified EBITDA Margin %
 
35.2
%
 
36.6
%
 
 
 
35.3
%
 
36.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Free Cash Flow
 
 
 
 
 
 
 
 
 
 
 
 
Modified EBITDA
 
$
140,665

 
$
138,285

 
1.7
 %
 
$
552,521

 
$
540,579

 
2.2
 %
Less: Capital Expenditures, excluding strategic market expansion lease
 
88,216

 
99,624

 
-11.5
 %
 
382,064

 
343,425

 
11.3
 %
Less: Net interest expense
 
22,963

 
21,208

 
8.3
 %
 
84,718

 
67,478

 
25.5
 %
Levered Free Cash Flow, excluding strategic market expansion lease
 
29,486

 
17,453

 
68.9
 %
 
85,739

 
129,676

 
-33.9
 %
Capex - Strategic market expansion lease
 
119,823

 

 
NM

 
119,823

 

 
NM

Levered Free Cash Flow
 

($90,337
)
 
$
17,453

 
NM

 

($34,084
)
 
$
129,676

 
NM

 
(1)
For complete financials and related footnotes, please refer to the Company’s SEC filings.

9



tw telecom inc.
Consolidated Operations Highlights
(Dollars in thousands)
Unaudited (1)
 
 
Three Months Ended
 
 
Dec. 31 2013
 
Sept. 30 2013
 
Growth %
Revenue
 
 
 
 
 
 
Data and Internet services
 
$
223,705

 
$
215,876

 
3.6
 %
Voice services
 
94,318

 
93,913

 
0.4
 %
Network services
 
75,368

 
76,100

 
-1.0
 %
Service Revenue
 
393,391

 
385,889

 
1.9
 %
Intercarrier compensation
 
6,628

 
7,301

 
-9.2
 %
Total Revenue
 
400,019

 
393,190

 
1.7
 %
Expenses
 
 
 
 
 
 
Operating costs
 
168,613

 
164,254

 
 
Gross Margin
 
231,406

 
228,936

 
 
Selling, general and administrative costs
 
98,694

 
103,438

 
 
Depreciation, amortization and accretion
 
80,155

 
78,566

 
 
Operating Income
 
52,557

 
46,932

 
12.0
 %
Interest expense
 
(23,107
)
 
(20,270
)
 
 
Non-cash interest expense and deferred debt costs
 
(1,620
)
 
(1,255
)
 
 
Debt extinguishment costs
 

 
(38,915
)
 
 
Interest income
 
144

 
98

 
 
Income (Loss) before income taxes
 
27,974

 
(13,410
)
 
-308.6
 %
Income tax expense (benefit)
 
12,573

 
(3,976
)
 
 
Net Income (Loss)
 

$15,401

 

($9,434
)
 
-263.2
 %
 
 
 
 
 
 
 
SUPPLEMENTAL INFORMATION TO RECONCILE MODIFIED GROSS MARGIN AND MODIFIED EBITDA
 
 
 
 
 
 
 
Gross Margin
 
$
231,406

 
$
228,936

 
 
Add back non-cash stock-based compensation expense
 
522

 
528

 
 
Modified Gross Margin
 
231,928

 
229,464

 
1.1
 %
Selling, general and administrative costs
 
98,694

 
103,438

 
 
Add back non-cash stock-based compensation expense
 
7,431

 
12,475

 
 
Modified EBITDA
 
140,665

 
138,501

 
1.6
 %
Non-cash stock-based compensation expense
 
7,953

 
13,003

 
 
Depreciation, amortization and accretion
 
80,155

 
78,566

 
 
Net interest expense
 
22,963

 
20,172

 
 
Non-cash interest expense and deferred debt costs
 
1,620

 
1,255

 
 
Debt extinguishment costs
 

 
38,915

 
 
Income tax expense (benefit)
 
12,573

 
(3,976
)
 
 
Net Income (Loss)
 

$15,401

 

($9,434
)
 
 
Modified Gross Margin %
 
58.0
%
 
58.4
%
 
 
Modified EBITDA Margin %
 
35.2
%
 
35.2
%
 
 
 
 
 
 
 
 
 
Free Cash Flow
 
 
 
 
 
 
Modified EBITDA
 
$
140,665

 
$
138,501

 
1.6
 %
Less: Capital Expenditures, excluding strategic market expansion lease
 
88,216

 
102,037

 
-13.5
 %
Less: Net interest expense
 
22,963

 
20,172

 
13.8
 %
Levered Free Cash Flow, excluding strategic market expansion lease
 
29,486

 
16,292

 
81.0
 %
Capex - Strategic market expansion lease
 
119,823

 

 
NM

Levered Free Cash Flow
 

($90,337
)
 
$
16,292

 
NM

 
(1)
For complete financials and related footnotes, please refer to the Company’s SEC filings.


10




tw telecom inc.
Highlights of Results Per Share
Unaudited (1) (2)
 
 
 
Three Months Ended
 
Twelve Months Ended
 
 
 
Dec. 31 2013
 
Sept. 30 2013
 
Dec. 31 2012
 
Dec. 31 2013
 
Dec. 31 2012
Weighted Average Shares Outstanding (thousands)
 
 
 
 
 
 
 
 
 
 
Basic
 
140,673

 
142,920

 
148,253

 
144,920

 
147,675

Diluted (2)
 
143,129

 
142,920

 
152,311

 
146,480

 
150,059

 
 
 
 
 
 
 
 
 
 
 
Basic Income (Loss) per Common Share
 
 
 
 
 
 
 
 
 
 
Prior to impacts of debt extinguishment and retirement compensation costs
 
$
0.11

 
$
0.12

 
$
0.11

 
$
0.44

 
$
0.51

Debt extinguishment and retirement compensation costs, net of tax effects
 

 

($0.19
)
 

 

($0.19
)
 

Total
 
$
0.11

 

($0.07
)
 
$
0.11

 
$
0.25

 
$
0.51

 
 
 
 
 
 
 
 
 
 
 
Diluted Income (Loss) per Common Share
 
 
 
 
 
 
 
 
 
 
Prior to impacts of debt extinguishment and retirement compensation costs
 
$
0.11

 
$
0.11

 
$
0.11

 
$
0.43

 
$
0.50

Debt extinguishment and retirement compensation costs, net of tax effects
 

 

($0.18
)
 

 

($0.19
)
 

Total
 
$
0.11

 

($0.07
)
 
$
0.11

 
$
0.24

 
$
0.50

 
 
 
 
 
 
 
 
 
 
 
 
 
As of
 
 
 
 
 
 
Dec. 31 2013
 
Sept. 30 2013
 
Dec. 31 2012
 
 
 
 
Common shares (thousands)
 
 
 
 
 
 
 
 
 
 
Actual Shares Outstanding
 
141,168

 
144,463

 
151,397

 
 
 
 
Unvested Restricted Stock Units and Restricted Stock Awards (thousands)
 
3,989

 
4,003

 
4,573

 
 
 
 
Options (thousands)
 
 
 
 
 
 
 
 
 
 
Options Outstanding
 
1,000

 
1,256

 
4,860

 
 
 
 
Options Exercisable
 
860

 
1,112

 
4,169

 
 
 
 
Options Exercisable and In-the-Money
 
860

 
1,112

 
4,169

 
 
 
 
 
(1)
For complete financials and related footnotes, please refer to the Company’s SEC filings.
(2)
Stock options, restricted stock units/awards and convertible debt subject to conversion, are excluded from the computation of diluted weighted average shares outstanding if inclusion would be anti-dilutive. See the Company’s SEC filings for more details.


11



tw telecom inc.
Condensed Consolidated Balance Sheet Highlights
(Dollars in thousands)
Unaudited (1)
 
 
 
Dec. 31
2013
 
Sept. 30
2013
 
Dec. 31
2012
ASSETS
Cash, equivalents, and short term investments
 
$
478,995

 
$
569,521

 
$
974,292

 
 
 
 
 
 
 
Receivables
 
114,006

 
110,589

 
106,770

Less: allowance
 
(6,748
)
 
(6,899
)
 
(7,067
)
Net receivables
 
107,258

 
103,690

 
99,703

 
 
 
 
 
 
 
Prepaid expenses and other current assets
 
22,545

 
25,199

 
19,164

Deferred income taxes
 
54,026

 
76,160

 
76,160

Total other current assets
 
76,571

 
101,359

 
95,324

 
 
 
 
 
 
 
Property, plant and equipment
 
4,675,335

 
4,495,600

 
4,247,868

Less: accumulated depreciation
 
(2,980,379
)
 
(2,921,701
)
 
(2,755,622
)
Net property, plant and equipment
 
1,694,956

 
1,573,899

 
1,492,246

 
 
 
 
 
 
 
Deferred income taxes
 
96,087

 
81,718

 
101,885

Goodwill
 
412,694

 
412,694

 
412,694

Intangible assets, net of accumulated amortization
 
11,555

 
13,056

 
17,578

Other assets, net
 
44,344

 
45,368

 
30,015

Total other non-current assets
 
564,680

 
552,836

 
562,172

 
 
 
 
 
 
 
Total
 
$
2,922,460

 
$
2,901,305

 
$
3,223,737

 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
Current Liabilities
 
 
 
 
 
 
Accounts payable
 
$
38,454

 
$
62,681

 
$
55,857

Deferred revenue
 
48,371

 
47,016

 
45,471

Accrued taxes, franchise and other fees
 
55,043

 
56,259

 
60,844

Accrued interest
 
21,606

 
27,480

 
20,343

Accrued payroll and benefits
 
52,604

 
48,554

 
45,727

Accrued carrier costs
 
25,507

 
16,330

 
30,765

Current portion of debt and lease obligations
 
32,470

 
7,954

 
374,969

Other current liabilities
 
35,241

 
35,148

 
29,163

Total current liabilities
 
309,296

 
301,422

 
663,139

 
 
 
 
 
 
 
Long-Term Debt and Capital Lease Obligations
 
 
 
 
 
 
2  3/8% convertible senior debentures, due 4/1/2026
 

 

 
373,743

Unamortized Discount
 

 

 
(5,643
)
Net
 

 

 
368,100

Floating rate senior secured debt - Term Loan B, due 12/30/2016
 

 

 
463,019

8% senior unsecured notes, due 3/1/2018, net of unamortized discount
 
23,392

 
23,386

 
428,001

Floating rate senior secured debt - Term Loan B, due 4/17/2020, net of unamortized discount
 
515,063

 
516,270

 

5  3/8% senior unsecured notes, due 10/1/2022 issued Oct 2012
 
480,000

 
480,000

 
480,000

5  3/8% senior unsecured notes, due 10/1/2022 issued Aug 2013,
net of unamortized discount
 
433,744

 
433,280

 

6  3/8% senior unsecured notes, due 9/1/2023
 
350,000

 
350,000

 

Capital lease obligations
 
147,046

 
27,835

 
20,091

Less: current portion
 
(32,470
)
 
(7,954
)
 
(374,969
)
Total long-term debt and capital lease obligations
 
1,916,775

 
1,822,817

 
1,384,242

 
 
 
 
 
 
 
Long-Term Deferred Revenue
 
20,046

 
20,851

 
23,177

Other Long-Term Liabilities
 
40,274

 
44,577

 
41,240

 
 
 
 
 
 
 
Stockholders’ Equity
 
636,069

 
711,638

 
1,111,939

 
 
 
 
 
 
 
Total
 
$
2,922,460

 
$
2,901,305

 
$
3,223,737

 
(1)
For complete financials and related footnotes, please refer to the Company’s SEC filings.




12



tw telecom inc.
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
Unaudited (1)


 
 
Three Months Ended
 
Twelve Months Ended
 
 
Dec. 31 2013
 
Sept. 30 2013
 
Dec. 31 2012
 
Dec. 31 2013
 
Dec. 31 2012
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
 
Net Income (Loss)
 
$
15,401

 

($9,434
)
 
$
17,268

 
$
36,458

 
$
76,888

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
 
 
 
 
Depreciation, amortization and accretion
 
80,155

 
78,566

 
74,703

 
308,768

 
284,292

Deferred income taxes
 
10,635

 
(4,186
)
 
4,253

 
30,738

 
48,559

Stock-based compensation expense
 
7,953

 
13,003

 
6,983

 
38,832

 
29,300

Loss on debt extinguishment
 

 
38,916

 

 
39,314

 
77

Amortization of discount on debt and deferred debt costs and other
 
1,620

 
1,256

 
6,772

 
10,727

 
25,469

Changes in operating assets and liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts receivable, net
 
(3,568
)
 
6,075

 
7,011

 
(7,555
)
 
(3,521
)
Prepaid expenses and other current and noncurrent assets
 
3,192

 
(766
)
 
1,197

 
(1,558
)
 
1,498

Accounts payable
 
(11,843
)
 
3,033

 
(1,254
)
 
(11,099
)
 
(429
)
Accrued interest
 
(6,130
)
 
8,255

 
12,680

 
1,197

 
6,393

Accrued payroll and benefits
 
4,077

 
1,483

 
4,914

 
7,001

 
1,469

Deferred revenue, current and noncurrent
 
550

 
(1,249
)
 
204

 
(231
)
 
4,099

Other current and noncurrent liabilities
 
5,953

 
(11,046
)
 
9,161

 
(14,131
)
 
(10,418
)
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
107,995

 
123,906

 
143,892

 
438,461

 
463,676

 
 
 
 
 
 
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
Capital expenditures
 
(87,809
)
 
(97,550
)
 
(97,069
)
 
(372,868
)
 
(338,118
)
Purchase of investments
 
(105,317
)
 
(49,686
)
 
(103,308
)
 
(312,526
)
 
(243,048
)
Proceeds from sale of investments
 
68,554

 
90,250

 
77,748

 
283,845

 
204,629

Equipment purchases in advance of installation and other, net
 
(12,015
)
 
(2,090
)
 
(1,963
)
 
(14,570
)
 
2,566

Net cash used in investing activities
 
(136,587
)
 
(59,076
)
 
(124,592
)
 
(416,119
)
 
(373,971
)
 
 
 
 
 
 
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
Net proceeds (tax withholdings) from issuance of common stock upon exercise of stock options and vesting of restricted stock awards and units
 
4,596

 
6,340

 
3,327

 
43,495

 
13,462

Purchases of treasury stock
 
(100,503
)
 
(108,701
)
 
(1,890
)
 
(406,514
)
 
(13,409
)
Excess tax benefits (shortfalls) from stock-based compensation
 
(1
)
 
(251
)
 
(3
)
 
692

 
1,213

Proceeds from modification of debt, net of financing costs
 

 

 

 
49,684

 

Proceeds from issuance of debt, net of financing costs
 
(355
)
 
766,155

 
470,796

 
765,800

 
470,796

Retirement of debt obligations
 

 
(735,630
)
 

 
(991,978
)
 
(101,518
)
Payment of debt and capital lease obligations
 
(2,063
)
 
(1,671
)
 
(1,602
)
 
(5,830
)
 
(6,915
)
 
 
 
 
 
 
 
 
 
 
 
Net cash (used in) provided by financing activities
 
(98,326
)
 
(73,758
)
 
470,628

 
(544,651
)
 
363,629

 
 
 
 
 
 
 
 
 
 
 
(Decrease) increase in cash and cash equivalents
 
(126,918
)
 
(8,928
)
 
489,928

 
(522,309
)
 
453,334

Cash and cash equivalents at the beginning of the period
 
411,337

 
420,265

 
316,800

 
806,728

 
353,394

Cash and cash equivalents at the end of the period
 
$
284,419

 
$
411,337

 
$
806,728

 
$
284,419

 
$
806,728

 
 
 
 
 
 
 
 
 
 
 
Supplemental disclosures cash, equivalents and short term investments
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents at the end of the period
 
$
284,419

 
$
411,337

 
$
806,728

 
$
284,419

 
$
806,728

Short term investments
 
194,576

 
158,184

 
167,564

 
194,576

 
167,564

Total of cash, equivalents and short term investments
 
$
478,995

 
$
569,521

 
$
974,292

 
$
478,995

 
$
974,292

 
 
 
 
 
 
 
 
 
 
 
Supplemental disclosures of cash flow information:
 
 
 
 
 
 
 
 
 
 
Cash paid for interest
 
$
19,417

 
$
22,252

 
$
9,223

 
$
85,209

 
$
63,082

Cash paid for income taxes, net of refunds
 
$
105

 
$
52

 
$
1,235

 
$
4,634

 
$
7,801

Cash paid for debt extinguishment costs
 

 
$
32,193

 

 
$
32,662

 

Addition of capital lease obligation
 
$
120,230

 
$
4,487

 
$
2,555

 
$
129,019

 
$
5,307

 
 
 
 
 
 
 
 
 
 
 
Supplemental information to reconcile capital expenditures:
 
 
 
 
 
 
 
 
 
 
Capital expenditures per cash flow statement
 
$
87,809

 
$
97,550

 
$
97,069

 
$
372,868

 
$
338,118

Addition of capital lease obligation
 
120,230

 
4,487

 
2,555

 
129,019

 
5,307

Total capital expenditures
 
$
208,039

 
$
102,037

 
$
99,624

 
$
501,887

 
$
343,425

 
(1)
For complete financials and related footnotes, please refer to the Company’s SEC filings.



13




tw telecom inc.
Selected Operating Statistics
Unaudited (1)
 
 
 
Three Months Ended
 
 
2012
 
2013
 
 
Mar. 31
 
Jun. 30
 
Sept. 30
 
Dec. 31
 
Mar. 31
 
Jun. 30
 
Sept. 30
 
Dec. 31
Operating Metrics:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Buildings (2)
 
15,905

 
16,367

 
16,919

 
17,948

 
18,466

 
19,082

 
19,648

 
20,255

Headcount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Headcount
 
3,059

 
3,089

 
3,087

 
3,147

 
3,191

 
3,287

 
3,327

 
3,397

Sales Associates
 
551

 
546

 
543

 
574

 
578

 
612

 
633

 
664

Customers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Customers
 
27,495

 
27,569

 
27,699

 
27,966

 
28,292

 
28,526

 
28,855

 
29,227

 
(1)
For complete financials and related footnotes, please refer to the Company’s SEC filings.
(2)
Reflects on-net buildings and ILEC Local Serving Offices (LSOs) directly served by the Company’s fiber network.




14