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Exhibit 99.1

LOGO

 

Media Contact

Chris Muller

PAETEC

(585) 340-8218

christopher.muller@paetec.com

  

Investor Contact

Pete Connoy

PAETEC

(585) 340-2649

peter.connoy@paetec.com

     

FOR IMMEDIATE RELEASE

PAETEC Holding Corp. Announces 2010 Full Year

and Fourth Quarter Results

 

   

Robust Fiber Network expansion with the Cavalier Telephone Acquisition

 

   

2010 revenue growth of 2.8% driven by Managed Services Acquisitions

FAIRPORT, N.Y. (February 17, 2011) – PAETEC Holding Corp. (NASDAQ GS: PAET) today announced fourth quarter 2010 and full year 2010 financial and operating results. “We are pleased to announce that we have met our revenue and adjusted EBITDA guidance for full year 2010,” said Arunas A. Chesonis, chairman and CEO. “We continue to vigorously integrate our December acquisition of Cavalier and look forward to adding XETA’s growing business to PAETEC in 2011.” Financial results for full year 2010 included the following:

 

   

Full year 2010 revenue of $1,623.8 million, growth of 2.8%;

 

   

Full year 2010 adjusted EBITDA* of $264.9 million, growth of 3.1%;

 

   

Full year 2010 net loss of $57.7 million, compared to a net loss of $28.7 million for 2009;

 

   

32nd consecutive quarter of positive free cash flow*, which increased to $139.9 million for full year 2010;

 

   

Full year 2010 net cash provided by operating activities of $125.8 million; and

 

   

A cash balance of $95.5 million at December 31, 2010.

 

* Neither adjusted EBITDA nor free cash flow is a measurement of financial performance under accounting principles generally accepted in the United States, or “GAAP.” Adjusted EBITDA, as defined by PAETEC for the periods presented, represents net loss before depreciation and amortization, interest expense, (benefit from) provision for income taxes, stock-based compensation, debt extinguishment and related costs, acquisition, integration, and separation costs, sales and use tax settlement, and gain on non-monetary transactions. Free cash flow, as defined by PAETEC, consists of adjusted EBITDA less capital expenditures (purchases of property and equipment). See the accompanying tables for additional information as to PAETEC’s reasons for including these measures, for a quantitative reconciliation of adjusted EBITDA to net loss, as net loss is calculated in accordance with GAAP, and for a quantitative reconciliation of free cash flow to net cash provided by operating activities, as net cash provided by operating activities is calculated in accordance with GAAP.


Full Year 2010 Results

Revenue

 

   

Total revenue of $1,623.8 million for 2010 increased 2.8% or $43.6 million over 2009, primarily due to the 2010 acquisitions of U.S. Energy Partners, Quagga Corporation, and Cavalier Telephone Corporation.

 

   

Core network services revenue for 2010 was $1,140.5 million, a marginal decrease of $1.3 million from 2009 primarily due to a decline in usage-based revenue and price compression.

 

   

Core carrier services revenue for 2010 was $184.9 million, a decrease of 1.3% or $2.5 million from 2009 due to a decline in usage-based revenues.

 

   

Integrated solutions group revenue for 2010 was $115.9 million, an increase of 87.9% or $54.2 million over 2009, primarily due to the inclusion of U.S. Energy and Quagga, and the growth in sales of our IP Simple product.

Adjusted EBITDA and Margins

Adjusted EBITDA for 2010 increased 3.1% or $8.0 million to $264.9 million over adjusted EBITDA of $256.9 million for 2009. Adjusted EBITDA margin, which represents adjusted EBITDA as a percentage of total revenue, was stable at 16.3% for 2010 compared to 2009.

Cost of goods sold (“COGS”) for 2010 increased 3.4% or $26.5 million. The increase in cost of goods sold for 2010 was primarily the result of substantially higher costs associated with the resale of energy services and higher costs associated with equipment sales from Quagga. As a result of higher costs, gross margin for 2010 decreased to 50.2% from 50.5% for 2009.

Selling, general and administrative (“SG&A”) expenses for 2010 were $559.7 million, including stock-based compensation of $9.7 million, and remained relatively consistent with 2009 due to initiatives instituted by management over the past several quarters to align costs more closely with revenue performance and expectations. As a percentage of total revenue, SG&A expenses were 34.5% for full year 2010 compared to 35.4% for full year 2009.

 

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Net Loss

Net loss for 2010 was $57.7 million compared to 2009 net loss of $28.7 million. The increase in net loss was primarily due to a 29.9% or $22.2 million increase in interest expense. For full year 2010, interest expense was $96.3 million compared to $74.1 million for 2009. The increase in interest expense was due to higher debt balances and a higher average interest rate primarily due to PAETEC’s January 2010 issuance of $300.0 million aggregate principal amount of additional 8  7/8% senior secured notes due 2017.

Pro Forma Full Year Comparison

The pro forma results for the fiscal years ended December 31, 2010 and 2009, respectively, give effect to PAETECs acquisition of Cavalier as if it had occurred on January 1, 2009. The pro forma information is not necessarily indicative of what the combined companies’ results of operations actually would have been if the acquisitions had been completed on the dates indicated, nor of results that may be obtained in the future.

Pro forma total revenue for 2010 decreased 1.1% to $1.97 billion over pro forma total revenue of $1.99 billion for 2009. Pro forma adjusted EBITDA for 2010 was stable at $347.5 million. Pro forma adjusted EBITDA margin of 17.7% for 2010 increased from pro forma adjusted EBITDA margin of 17.5% for 2009, largely as a result of SG&A cost savings. Pro forma SG&A expenses for 2010 were $672.6 million, a decrease of 4.2% or $29.1 million from pro forma SG&A expenses of $701.7 million for 2009. Pro forma net loss from continuing operations for 2010 was $71.1 million compared to a pro forma net loss from continuing operations of $57.5 million for 2009, primarily due to $6.6 million in acquisition, integration, and separation expenses in full year 2010 and a $7.2 million sales and use tax benefit for full year 2009.

Quarterly Results – Fourth Quarter 2010 Compared to Fourth Quarter 2009

 

   

Fourth quarter 2010 revenue of $429.2 million, which represented a 10.0% increase from fourth quarter 2009 revenue of $390.1 million.

 

   

Fourth quarter 2010 adjusted EBITDA of $72.1 million, which represented a 10.5% or $6.8 million increase over fourth quarter 2009 adjusted EBITDA of $65.2 million.

 

   

Fourth quarter 2010 net loss of $25.9 million compared to fourth quarter 2009 net loss of $2.4 million.

 

   

Fourth quarter 2010 net cash provided by operating activities of $39.4 million compared to fourth quarter 2009 net cash provided by operating activities of $62.0 million.

 

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Revenue

 

   

Total revenue of $429.2 million increased 10.0% for fourth quarter 2010 from fourth quarter 2009 primarily due to an increase in ISG revenue and the inclusion of Cavalier revenue.

 

   

Core network services revenue increased 2.8% or $7.9 million over fourth quarter 2009 primarily due to the inclusion of Cavalier revenue.

 

   

Core carrier services increased 12.3% or $5.5 million over fourth quarter 2009 to $50.1 million primarily due to the inclusion of Cavalier revenue.

 

   

Integrated solutions revenue of $39.1 million increased 136.0% or $22.5 million over fourth quarter 2009 due to the acquisitions of U.S. Energy and Quagga.

Adjusted EBITDA and Margins

Adjusted EBITDA for fourth quarter 2010 increased 10.5% or $6.8 million to $72.1 million over adjusted EBITDA of $65.2 million for fourth quarter 2009. Adjusted EBITDA margin improved to 16.8% for fourth quarter 2010 compared to 16.7% for fourth quarter 2009.

COGS for fourth quarter 2010 increased 10.9% or $21.0 million over fourth quarter 2009 due to the addition of Cavalier. Gross margin for fourth quarter 2010 decreased to 50.4% from 50.8% for fourth quarter 2009.

SG&A expenses for fourth quarter 2010 were $146.1 million, including stock-based compensation of $2.0 million, and increased 6.6% or $9.0 million from fourth quarter 2009 primarily due to the inclusion of costs associated with acquired businesses. As a percentage of total revenue, SG&A expenses were 34.0% for fourth quarter 2010 compared to 35.1% for fourth quarter 2009.

Net Loss

Net loss for fourth quarter 2010 was $25.9 million compared to net loss of $2.4 million for fourth quarter 2009. The increase in net loss was primarily a result of higher interest expense and $10.4 million in acquisition, integration, and separation costs. Net loss for fourth quarter 2009 reflected $7.5 million in debt extinguishment and a $6.0 million benefit from a sales and use tax settlement. Interest expense for fourth quarter 2010 increased to $28.7 million from $19.8 million for fourth quarter 2009. The increase in interest expense was primarily due to higher debt levels and a higher average interest rate resulting from the company’s senior note issuances.

 

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Pro Forma Quarterly Results

The following pro forma results for fourth quarter 2010 and fourth quarter 2009 give effect to PAETEC’s acquisition of Cavalier as if it had occurred at the beginning of 2009. The pro forma information is not necessarily indicative of what the combined companies’ results of operations actually would have been if the acquisition had been completed as of the dates indicated, nor of results that may be obtained in the future.

Pro forma total revenue of $493.3 million for fourth quarter 2010 represented an increase of 1.8% or $8.9 million from pro forma total revenue of $484.4 million for fourth quarter 2009. The increase in pro forma total revenue was primarily attributable to increased revenue from PAETEC’s Quagga and U.S. Energy acquisitions in 2010, which were partially offset by declines in usage-based revenue products and a decline in “POTS” revenue. Pro forma adjusted EBITDA of $87.5 million for fourth quarter 2010 was relatively stable compared to pro forma adjusted EBITDA of $88.4 million for fourth quarter 2009.

Higher fourth quarter 2010 COGS associated with the Quagga and U.S. Energy Partners acquisitions increased pro forma COGS by 4.7% to $240.4 million from $229.7 million for fourth quarter 2009. The increase in costs had a negative impact on pro forma gross and adjusted EBITDA margins, which declined to 51.3% and 17.7%, respectively. Pro forma SG&A expenses as a percentage of pro forma total revenue declined to 33.9% in fourth quarter 2010 from 35.3% in fourth quarter 2009, partially due to headcount synergies achieved after the acquisition of Cavalier.

Pro forma net loss was $25.3 million for fourth quarter 2010 compared to pro forma net loss of $4.6 million for fourth quarter 2009. The increase in pro forma net loss primarily was the result of the inclusion of $7.7 million of acquisition and debt extinguishment costs, higher interest expense, and higher depreciation and amortization expense for fourth quarter 2010. Pro forma net loss for fourth quarter 2009 also included a $6.0 million benefit from a sales and use tax settlement.

Sequential Results - Fourth Quarter 2010 Compared to Third Quarter 2010

Revenue

 

   

Total revenue for fourth quarter 2010 increased 5.1% or $20.8 million from third quarter 2010 revenue largely due to the inclusion of Cavalier revenue.

 

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Core network service revenue for fourth quarter 2010 increased 4.0% or $11.2 million from third quarter 2010 due to the inclusion of Cavalier revenue.

 

   

Core carrier service revenue for fourth quarter 2010 increased 11.3% or $5.1 million from third quarter 2010 due to the inclusion of Cavalier revenue.

 

   

Integrated solutions revenue for fourth quarter 2010 increased 4.2% or $1.6 million from third quarter 2010 due to increased revenue from Quagga.

Adjusted EBITDA and Margins

Adjusted EBITDA of $72.1 million for fourth quarter 2010 represented an increase of 15.9% or $9.9 million over adjusted EBITDA of $62.2 million for third quarter 2010. Adjusted EBITDA margin was 16.8% for fourth quarter 2010 compared to 15.2% for third quarter 2010.

Fourth quarter 2010 COGS increased 3.2% or $6.7 million from third quarter 2010, due to the inclusion of Cavalier’s results. Gross margin for fourth quarter 2010 was 50.4% an increase from 49.5% for third quarter 2010. Gross margin improvement was driven by a combination of improved network cost associated with the transition of circuits from special access to unbundled network element (“UNE”) and the addition of higher margin revenues associated with Cavalier.

SG&A expenses for fourth quarter 2010 were $146.1 million, including stock-based compensation of $2.0 million, and increased 2.5% or $3.5 million from third quarter 2010. The increase in SG&A expenses was primarily attributable to the inclusion of Cavalier’s results. As a percentage of total revenue, SG&A expenses decreased to 34.0% from 34.9% for third quarter 2010.

Net Loss

Net loss for fourth quarter 2010 was $25.9 million compared to net loss of $14.8 million for third quarter 2010. The increase in net loss was primarily the result of increased interest expense and higher transaction and debt extinguishment costs. Interest expense for fourth quarter 2010 was $28.7 million, an increase of $5.7 million from third quarter 2010, primarily due to the $450.0 million principal amount of PAETEC’s 9 7/8% senior notes due 2018 issued in connection with the Cavalier acquisition.

Sequential Quarterly Pro Forma Results

The following pro forma results for third quarter 2010 and fourth quarter 2010 give effect to PAETEC’s acquisition of Cavalier as if it had occurred at the beginning of 2010. The pro forma

 

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information is not necessarily indicative of what the combined companies’ results of operations actually would have been if the acquisition had been completed as of the dates indicated, nor of results that may be obtained in the future.

Pro forma total revenue of $493.3 million for fourth quarter 2010 represented a decrease of 1.4% or $7.1 million from pro forma total revenue of $500.4 million for third quarter 2010. The decrease in pro forma total revenue was primarily attributable to a decrease in revenue from sub T1 customers and a decrease in usage-based revenue. Pro forma adjusted EBITDA of $87.5 million for fourth quarter 2010 represented an increase of 4.4% or $3.7 million from pro forma adjusted EBITDA of $83.9 million for third quarter 2010.

Pro forma fourth quarter 2010 COGS was $240.4 million, a decrease of 2.4% or $5.8 million from $246.2 million in third quarter 2010. The decrease in costs was primarily due to improved network costs associated with the transition of circuits from special access to UNE. Pro forma gross margin increased 50 basis points to 51.3% for fourth quarter 2010. Pro forma SG&A expenses for fourth quarter 2010 declined 3.3%. As a percentage of pro forma total revenue, pro forma SG&A decreased to 33.9% from 34.6% in third quarter 2010, partially due to management cost saving initiatives.

Pro forma net loss was $25.3 million for fourth quarter 2010 compared to pro forma net loss of $19.8 million for third quarter 2010. The increase in pro forma net loss was primarily the result of the inclusion of $6.0 million of additional acquisition and debt extinguishment costs during the fourth quarter of 2010.

Capital Expenditures

For the full year 2010, capital expenditures were $125.1 million, an increase of $3.6 million from full year 2009. As a percentage of total revenue, capital expenditures were stable at 7.7% from full year 2009.

Capital expenditures for fourth quarter 2010 were $30.2 million, or 7.0% of total revenue compared to $36.6 million, or 9.4% of total revenue, for fourth quarter 2009. The fourth quarter 2010 decrease in capital expenditures was largely due to timing of certain investments, reflecting projects related to network and IT enhancements and PAETEC’s previously announced data center build out.

 

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Cash Flow and Liquidity

PAETEC had a year-end cash balance of $95.5 million compared to a year-end 2009 cash balance of $152.9 million, primarily as a result of cash used in acquisitions, associated acquisition and debt costs, and continued purchases of PAETEC’s common stock under the company’s stock repurchase plan approved by its Board of Directors in September 2009.

Cash flow provided by operations decreased to $125.8 million in 2010 from $152.2 million in full year 2009. Free cash flow for 2010 was $139.9 million, a $4.4 million increase from $135.4 million for full year 2009. Fourth quarter 2010 free cash flow was $41.9 million, representing the 32nd consecutive quarter of positive free cash flow generation. Due to the timing of capital expenditures, free cash flow for fourth quarter 2010 increased 48.6% from third quarter 2010.

Indebtedness

At December 31, 2010, PAETEC had $1,400 million in debt outstanding under its senior notes, which was comprised of $650.0 million principal amount of senior secured notes and $750.0 million principal amount of senior unsecured notes.

PAETEC also had a senior secured revolving credit facility under which it could obtain from time to time revolving loans of up to an aggregate principal amount of $50.0 million. At December 31, 2010, $25.0 million principal amount of loans was outstanding under the facility.

Common Stock Repurchase Program

Under PAETEC’s stock repurchase program in effect for fourth quarter 2010, PAETEC repurchased over 1.4 million shares of its common stock for an aggregate cost of $5.8 million, or $4.07 average cost per share, in the quarter. Since August 2008, pursuant to its two stock repurchase programs, PAETEC has repurchased in total approximately 11.9 million shares of common stock for an aggregate cost of approximately $34.5 million. PAETEC’s second repurchase program expired on December 31, 2010.

Full Year 2011 Outlook

“For the upcoming year, we are pleased to provide full year 2011 guidance,” said Keith Wilson, PAETEC’s chief financial officer.

 

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PAETEC’s revenue and adjusted EBITDA expectations for the full year 2011 assume, among other matters, that there is no further significant decline in economic conditions and that there are no significant changes in the competitive or regulatory environments. Guidance for 2011 also assumes completion of the previously announced acquisition of XETA Technologies in the second quarter of 2011. PAETEC’s revenue and adjusted EBITDA expectations for full year 2011 are as follows:

 

($ in millions)

      

Revenue

   $ 2,025 to $2,125   

Adjusted EBITDA

   $ 375 to $395   

Conference Call

As previously announced, PAETEC will host a conference call today at 8:30 a.m. ET to discuss 2010 fourth quarter and full year results. Chairman and CEO Arunas Chesonis and Chief Financial Officer Keith Wilson will be participating. A live webcast and a replay of the call will be available at www.paetec.com.

Conference Call details are as follows:

US/Canada Dial in: (866) 270-6057

International: (617) 213-8891

Passcode: 18535597

Audio Webcast:

http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=190031&eventID=3708140

Replay details are as follows:

Replay Dates: February 17, 2011, 11:30 a.m. ET through March 4, 2010

US/Canada Replay Dial in: (888) 286-8010

International Replay Dial in (617) 801-6888

Replay Passcode: 63609421

Audio Replay Webcast:

http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=190031&eventID=3708140

 

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Supplemental Information

A supplemental presentation of information complementary to the information presented in this release and that will be discussed on the conference call will be made available on the Investor Relations portion of www.paetec.com prior to the conference call.

Forward-Looking Statements

Except for statements that present historical facts, this release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. In some cases, you can identify these statements by such forward-looking words as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would,” or similar expressions. Such forward-looking statements include the financial guidance in this press release with respect to revenue and adjusted EBITDA for full year 2011, which reflects PAETEC’s current analysis of existing trends and information. These statements represent PAETEC’s judgment only as of the date of this press release. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause PAETEC’s actual operating results, financial position, levels of activity or performance to be materially different from those expressed or implied by such forward-looking statements. These risks include those related to the ability of PAETEC to consummate its acquisition of XETA Technologies and the ability of PAETEC to integrate the operations of XETA without greater than expected costs and burdens on management. Some of the other risks, uncertainties and factors are discussed under the caption “Risk Factors” in PAETEC’s 2009 Annual Report on Form 10-K and in PAETEC’s subsequently filed SEC reports. They include, but are not limited to, the following risks, uncertainties and other factors: general economic conditions and trends; the continued availability of necessary network elements at acceptable cost from competitors; changes in regulation and the regulatory environment; industry consolidation; PAETEC’s ability to manage its business effectively; competition in the markets in which PAETEC operates; failure to adapt product and service offerings to changes in customer preferences and in technology; PAETEC’s ability to integrate the operations of acquired businesses; PAETEC’s ability to implement its acquisition strategy; any significant impairment of PAETEC’s goodwill; future sales of PAETEC’s common stock in the public market and PAETEC’s ability to raise capital in the future; PAETEC’s significant level of debt and interest payment obligations and compliance with covenants under PAETEC’s debt agreements; PAETEC’s ability to attract and retain qualified personnel and sales agents; PAETEC’s failure to obtain and maintain network permits and rights-of-way; PAETEC’s involvement in disputes and legal

 

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proceedings; PAETEC’s ability to maintain and enhance its back office systems; and effects of network failures, system breaches, natural catastrophes and other service interruptions. PAETEC disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

About PAETEC

PAETEC (NASDAQ: PAET), a FORTUNE 1000 company, is personalizing business communications for medium and large businesses, enterprise organizations and institutions across the United States. We offer a comprehensive suite of IP, voice, data, and Internet services, as well as enterprise communications management software, network security solutions, CPE, and managed services. For more information, visit www.paetec.com.

 

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PAETEC Holding Corp. and Subsidiaries

Consolidated Statements of Operations

(in thousands)

 

     Three Months Ended     Twelve Months Ended  
     December 31,
2010
    September 30,
2010
    December 31,
2009
    December 31,
2010
    December 31,
2009
 

Revenue:

          

Network services revenue

   $ 318,642      $ 305,799      $ 312,608      $ 1,245,157      $ 1,258,489   

Carrier services revenue

     71,507        65,111        60,957        262,749        260,023   

Integrated solutions revenue

     39,082        37,524        16,559        115,910        61,675   
                                        

Total revenue

     429,231        408,434        390,124        1,623,816        1,580,187   

Cost of sales (exclusive of operating items shown separately below)

     213,020        206,339        192,015        808,892        782,389   

Selling, general and administrative expenses (exclusive of operating items shown separately below and inclusive of stock-based compensation)

     146,068        142,542        137,070        559,673        559,541   

Acquisition, integration and separation costs

     10,400        3,724        —          14,124        —     

Sales and use tax settlement

     —          —          (6,021     —          (7,221

Depreciation and amortization

     54,670        47,261        45,842        196,543        184,588   
                                        

Income from operations

     5,073        8,568        21,218        44,584        60,890   

Debt extinguishment and related costs

     2,959        —          7,543        7,382        17,891   

Other income, net

     (32     (98     (179     (392     (1,107

Interest expense

     28,681        23,021        19,849        96,339        74,149   
                                        

Loss before income taxes

     (26,535     (14,355     (5,995     (58,745     (30,043

(Benefit from) provision for income taxes

     (615     400        (3,624     (1,004     (1,354
                                        

Net loss

   $ (25,920   $ (14,755   $ (2,371   $ (57,741   $ (28,689
                                        

Net cash provided by operating activities

         $ 125,768      $ 152,169   

Net cash used in investing activities

         $ (621,894   $ (119,748

Net cash provided by (used in) financing activities

         $ 438,771      $ (44,061

PAETEC Holding Corp. and Subsidiaries

Adjusted EBITDA Reconciliation

(in thousands)

Adjusted EBITDA, as defined by PAETEC for the periods presented, represents net loss before depreciation and amortization, interest expense, (benefit from) provision for income taxes, stock-based compensation, acquisition, integration and separation costs, debt extinguishment and related costs, sales and use tax settlement, and gain on non-monetary transaction. PAETEC’s adjusted EBITDA is not a financial measurement prepared in accordance with United States generally accepted accounting principles, or “GAAP.” Adjusted EBITDA is used by PAETEC’s management, together with financial measurements prepared in accordance with GAAP such as net loss and revenue, to assess PAETEC’s historical and prospective operating performance. Management uses adjusted EBITDA to enhance its understanding of PAETEC’s core operating performance, which represents management’s views concerning PAETEC’s performance in the ordinary, ongoing and customary course of its operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — Adjusted EBITDA Presentation” in PAETEC’s annual report on Form 10-K for the year ended December 31, 2009 for additional information regarding PAETEC’s reasons for including adjusted EBITDA and for material limitations with respect to the usefulness of this measurement. The table below sets forth, for the periods indicated, a reconciliation of adjusted EBITDA to net loss, as net loss is calculated in accordance with GAAP:

 

     Three Months Ended     Twelve Months Ended  
     December 31,
2010
    September 30,
2010
    December 31,
2009
    December 31,
2010
    December 31,
2009
 

Net loss

   $ (25,920   $ (14,755   $ (2,371   $ (57,741   $ (28,689

Add back non-EBITDA items included in net loss:

          

Depreciation and amortization

     54,670        47,261        45,842        196,543        184,588   

Interest expense, net of interest income

     28,580        22,914        19,689        95,911        73,188   

(Benefit from) provision for income taxes

     (615     400        (3,624     (1,004     (1,354
                                        

EBITDA

     56,715        55,820        59,536        233,709        227,733   

Stock-based compensation

     2,010        2,651        4,189        9,716        18,772   

Acquisition, integration and separation costs

     10,400        3,724        —          14,124        —     

Debt extinguishment and related costs

     2,959        —          7,543        7,382        17,891   

Sales and use tax settlement

     —          —          (6,021     —          (7,221

Gain on non-monetary transaction

     —          —          —          —          (242
                                        

Adjusted EBITDA

   $ 72,084      $ 62,195      $ 65,247      $ 264,931      $ 256,933   
                                        


PAETEC Holding Corp. and Subsidiaries

Consolidated Statements of Operations

(in thousands)

 

     Three Months Ended December 31, 2010     Twelve Months Ended December 31, 2010  
     PAETEC     Cavalier(1)     Total
Company
    PAETEC     Cavalier(1)     Total
Company
 

Revenue:

            

Network services revenue

   $ 299,188      $ 19,454      $ 318,642      $ 1,225,703      $ 19,454      $ 1,245,157   

Carrier services revenue

     67,833        3,674        71,507        259,075        3,674        262,749   

Integrated solutions revenue

     38,851        231        39,082        115,679        231        115,910   
                                                

Total revenue

     405,872        23,359        429,231        1,600,457        23,359        1,623,816   

Cost of sales (exclusive of operating items shown separately below)

     202,939        10,081        213,020        798,811        10,081        808,892   

Selling, general and administrative expenses (exclusive of operating items shown separately below and inclusive of stock-based compensation)

     137,328        8,740        146,068        550,933        8,740        559,673   

Acquisition, integration and separation costs

     9,100        1,300        10,400        12,824        1,300        14,124   

Depreciation and amortization

     50,959        3,711        54,670        192,832        3,711        196,543   
                                                

Income from operations

     5,546        (473     5,073        45,057        (473     44,584   

Debt extinguishment and related costs

     2,959        —          2,959        7,382        —          7,382   

Other income, net

     (41     9        (32     (401     9        (392

Interest expense

     25,080        3,601        28,681        92,738        3,601        96,339   
                                                

Loss before income taxes

     (22,452     (4,083     (26,535     (54,662     (4,083     (58,745

(Benefit from) provision for income taxes

     (746     131        (615     (1,135     131        (1,004
                                                

Net loss

   $ (21,706   $ (4,214   $ (25,920   $ (53,527   $ (4,214   $ (57,741
                                                

PAETEC Holding Corp. and Subsidiaries

Adjusted EBITDA Reconciliation

(in thousands)

 

     Three Months Ended December 31, 2010     Twelve Months Ended December 31, 2010  
     PAETEC     Cavalier(1)     Total
Company
    PAETEC     Cavalier(1)     Total
Company
 

Net loss

   $ (21,706   $ (4,214   $ (25,920   $ (53,527   $ (4,214   $ (57,741

Add back non-EBITDA items included in net loss:

            

Depreciation and amortization

     50,959        3,711        54,670        192,832        3,711        196,543   

Interest expense, net of interest income

     24,979        3,601        28,580        92,310        3,601        95,911   

(Benefit from) provision for income taxes

     (746     131        (615     (1,135     131        (1,004
                                                

EBITDA

     53,486        3,229        56,715        230,480        3,229        233,709   

Stock-based compensation

     2,010        —          2,010        9,716        —          9,716   

Acquisition, integration and separation costs

     9,100        1,300        10,400        12,824        1,300        14,124   

Debt extinguishment and related costs

     2,959        —          2,959        7,382        —          7,382   
                                                

Adjusted EBITDA

   $ 67,555      $ 4,529      $ 72,084      $ 260,402      $ 4,529      $ 264,931   
                                                

 

(1) On December 6, 2010 PAETEC completed its acquisition of Cavalier Telephone Corporation. The results of operations of Cavalier have been included in PAETEC’s consolidated financial statements since the acquisition date. These post-acquisition results are being presented separately in these tables for informational purposes only.


PAETEC Holding Corp. and Subsidiaries

Expected Adjusted EBITDA Reconciliation

(in millions)

The table below sets forth, for the period indicated, a reconciliation of expected adjusted EBITDA to expected net loss, as net loss is calculated in accordance with GAAP:

 

     Twelve Months
Ending December 31,
    Twelve Months
Ending December 31,
 
     2011     2011  
     Low End of Guidance     High End of Guidance  

Expected net loss

   $ (51   $ (31

Add back non-EBITDA items included in expected net loss:

    

Depreciation and amortization

     263        263   

Interest expense, net of interest income

     142        142   

Provision for income taxes

     3        3   
                

Expected EBITDA

     357        377   

Stock-based compensation

     13        13   

Acquisition, integration and separation costs

     5        5   
                

Expected adjusted EBITDA

   $ 375      $ 395   
                


Free Cash Flow Calculation and Reconciliation

(in thousands)

Free cash flow, as defined by PAETEC, consists of adjusted EBITDA less capital expenditures (purchases of property and equipment). Free cash flow, as defined by PAETEC, is not a financial measurement prepared in accordance with GAAP.

PAETEC has included data with respect to free cash flow because its management believes free cash flow provides a measure of the cash generated by PAETEC’s operations before giving effect to non-cash accounting charges, changes in operating assets and liabilities, acquisition-related items, tax items and similar items that do not directly relate to the day-to-day cash expenses of PAETEC’s operations, and after giving effect to application of capital expenditures. PAETEC’s management uses free cash flow to monitor the effect of PAETEC’s daily operations on its cash reserves and its ability to generate sufficient cash flow to fund PAETEC’s scheduled debt maturities and other financing activities, including potential refinancings and retirements of debt, and other cash items.

PAETEC’s management believes that consideration of free cash flow should be supplemental, however, because free cash flow has limitations as an analytical financial measure. These limitations include the following:

 

   

free cash flow does not reflect PAETEC’s cash expenditures for scheduled debt maturities and other fixed obligations, such as capital leases, vendor financing arrangements and the other cash items excluded from free cash flow; and

 

   

free cash flow may be calculated in a different manner by other companies in PAETEC’s industry, which limits its usefulness as a comparative measure.

PAETEC’s management compensates for these limitations by relying primarily on PAETEC’s results under GAAP to evaluate its operating performance and by considering independently the economic effects of the foregoing items that are not reflected in free cash flow. As a result of these limitations, free cash flow should not be considered as an alternative to net cash provided by operating activities, investing activities, financing activities or changes in cash and cash equivalents as calculated in accordance with GAAP, nor should it be used as a measure of the amount of cash available for debt service or for the payment of dividends or other discretionary expenditures.

Following is a reconciliation of free cash flow to net cash provided by operating activities, as net cash provided by operating activities is calculated in accordance with GAAP:

 

     Three Months Ended     Twelve Months Ended  
     December 31,
2010
    September 30,
2010
    December 31,
2009
    December 31,
2010
    December 31,
2009
 

Adjusted EBITDA (see previous page)

   $ 72,084      $ 62,195      $ 65,247      $ 264,931      $ 256,933   

Purchases of property and equipment

     (30,192     (34,013     (36,597     (125,076     (121,511
                                        

Free cash flow, as defined

     41,892        28,182        28,650        139,855        135,422   

Purchases of property and equipment

     30,192        34,013        36,597        125,076        121,511   

Interest expense, net of interest income

     (28,580     (22,914     (19,689     (95,911     (73,188

Other

     540        (520     339        (1,388     (1,895

Acquisition, integration and separation costs

     (10,400     (3,724     —          (14,124     —     

Swap termination payment

     —          —          —          —          (4,531

Bad debt expense

     487        2,964        3,507        10,577        17,055   

Amortization of debt issuance costs

     2,590        1,221        604        5,167        2,214   

Amortization of debt discount

     480        325        505        1,457        1,548   

Changes in operating assets and liabilities

     2,194        2,077        11,514        (44,941     (45,967
                                        

Net cash provided by operating activities

   $ 39,395      $ 41,624      $ 62,027      $ 125,768      $ 152,169   
                                        


Selected Financial and Operating Data

 

     As of
December 31, 2010
     As of
December 31, 2009
 

Financial Data (in thousands):

     

Cash and cash equivalents

   $ 95,533       $ 152,888   

Accounts receivable, net

   $ 253,175       $ 201,308   

Accounts payable

   $ 102,169       $ 63,528   

Other accrued expenses

   $ 159,249       $ 146,781   

Current portion of long-term debt and capital lease obligations

   $ 10,733       $ 4,786   

Long-term debt and capital lease obligations

   $ 1,437,356       $ 921,271   

Operating Data (1)

     

Geographic markets served (2)

     86         84   

Number of switches deployed

     166         122   

Total digital T1 transmission lines installed

     252,588         229,253   

Total access line equivalents installed (3)

     6,291,042         5,852,606   

Total employees

     4,639         3,693   

 

(1) Except for total employees, number of switches deployed and geographic markets served, amounts represent data exclusive of those acquired through the Cavalier acquisition.
(2) In the top 100 metropolitan statistical areas
(3) Includes Plain Old Telephone Service (“POTS”), which involves basic telephone services supplying standard single line telephones, telephone lines and access to the public switched network.


PAETEC Holding Corp. and Subsidiaries

Pro Forma Condensed Consolidated Statements of Operations

(Based on combination of historical results of PAETEC and Cavalier) (1)

(in thousands)

 

     Three Months Ended     Twelve Months Ended  
     December 31,
2010
    September 30,
2010
    December 31,
2009
    December 31,
2010
    December 31,
2009
 

Total revenue

   $ 493,288      $ 500,412      $ 484,354      $ 1,965,813      $ 1,988,201   

Cost of sales (exclusive of operating items shown separately below)

     240,355        246,169        229,661        955,603        958,201   

Selling, general and administrative expenses (exclusive of operating items shown separately below and inclusive of stock-based compensation)

     167,334        173,065        170,783        672,574        701,714   

Sales and use tax settlement

     —          —          (6,021     —          (7,221

Acquisition, integration and separation costs

     4,781        1,728        —          6,643        —     

Depreciation and amortization

     67,094        63,940        63,835        259,568        255,811   
                                        

Income from operations

     13,724        15,510        26,096        71,425        79,696   

Debt extinguishment and related costs

     2,959        —          —          2,959        —     

Other income, net

     (37     (126     (152     (466     (1,054

Interest expense

     36,692        35,032        34,507        141,020        139,622   
                                        

Loss before income taxes

     (25,890     (19,396     (8,259     (72,088     (58,872

(Benefit from) provision for income taxes

     (615     400        (3,624     (1,004     (1,354
                                        

Net loss from continuing operations

   $ (25,275   $ (19,796   $ (4,635   $ (71,084   $ (57,518
                                        

 

(1) The pro forma results for the periods presented above, give effect to PAETEC’s proposed acquisition of Cavalier as if it had occurred on January 1, 2009. The pro forma information is not necessarily indicative of what the combined companies’ results of operations actually would have been if the merger had been completed on the date indicated.

PAETEC Holding Corp. and Subsidiaries

Pro Forma Adjusted EBITDA Reconciliation

(in thousands)

Pro forma adjusted EBITDA, as defined by PAETEC for the periods presented, represents net loss from continuing operations before depreciation and amortization, interest expense, (benefit from) provision for income taxes, stock-based compensation, acquisition, integration and separation costs, debt extinguishment and related costs, sales and use tax settlement, and gain on non-monetary transaction. PAETEC’s adjusted EBITDA is not a financial measurement prepared in accordance with United States generally accepted accounting principles, or “GAAP.” Adjusted EBITDA is used by PAETEC’s management, together with financial measurements prepared in accordance with GAAP such as net loss and revenue, to assess PAETEC’s historical and prospective operating performance. Management uses adjusted EBITDA to enhance its understanding of PAETEC’s core operating performance, which represents management’s views concerning PAETEC’s performance in the ordinary, ongoing and customary course of its operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — Adjusted EBITDA Presentation” in PAETEC’s annual report on Form 10-K for the year ended December 31, 2009 for additional information regarding PAETEC’s reasons for including adjusted EBITDA and for material limitations with respect to the usefulness of this measurement. The table below sets forth, for the period indicated, a reconciliation of pro forma adjusted EBITDA to pro forma net loss, as pro forma net loss is calculated in accordance with GAAP:

 

     Three Months Ended     Twelve Months Ended  
     December 31,
2010
    September 30,
2010
    December 31,
2009
    December 31,
2010
    December 31,
2009
 

Pro Forma:

          

Net loss from continuing operations

   $ (25,275   $ (19,796   $ (4,635   $ (71,084   $ (57,518

Add back non-EBITDA items included in net loss from continuing operations:

          

Depreciation and amortization

     67,094        63,940        63,835        259,568        255,811   

Interest expense, net of interest income

     36,590        34,906        34,342        140,559        138,627   

(Benefit from) provision for income taxes

     (615     400        (3,624     (1,004     (1,354
                                        

EBITDA

     77,794        79,450        89,918        328,039        335,566   

Stock-based compensation

     2,010        2,687        4,471        9,835        19,897   

Acquisition, integration and separation costs

     4,781        1,728        —          6,643        —     

Debt extinguishment and related costs

     2,959        —          —          2,959        —     

Sales and use tax settlement

     —          —          (6,021     —          (7,221

Gain on non-monetary transaction

     —          —          —          —          (242
                                        

Adjusted EBITDA

   $ 87,544      $ 83,865      $ 88,368      $ 347,476      $ 348,000