PAETEC Holding Corp. Announces Second Quarter 2011 Results

• 28% revenue growth year-over-year to $507.1 million
• Positive revenue momentum continues
• 51% adjusted EBITDA* growth year-over-year to $98.6 million
• Integration synergies drive stronger margins
• Completed acquisition of XETA Technologies on May 31, 2011
• Announced definitive merger agreement with Windstream Corporation

FAIRPORT, N.Y.–(BUSINESS WIRE)– PAETEC Holding Corp. (NASDAQ GS: PAET) today announced second quarter 2011 operating results. “With strong financial results and expanded capabilities through our acquisition of XETA Technologies, we are pleased with our 2^nd quarter performance,” said Arunas A. Chesonis, chairman and CEO. “Additionally, the ongoing integration of Cavalier Telephone is moving along smoothly with related synergies continuing to positively impact margins.” Financial results for second quarter 2011 included the following:

• Revenue of $507.1 million;
• Adjusted EBITDA of $98.6 million;
• Net loss of $9.4 million;
• 34^th consecutive quarter of positive free cash flow,* which increased to $45.7 million;
• Net cash provided by operating activities of $51.8 million;
• A cash balance of $102.6 million at June 30, 2011.

* 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, provision for (benefit from) income taxes, stock-based compensation, acquisition, integration, and separation costs, debt extinguishment and related costs, and gain on non-monetary transaction. 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.

Second Quarter 2011 Results Compared to Second Quarter 2010 Results

Revenue

• Total revenue of $507.1 million for second quarter 2011 increased 28.0% or $111.0 million over second quarter 2010 primarily due to a 21.3% growth in network services revenue, which resulted principally from the inclusion of a full quarter of revenue from Cavalier Telephone.
• Core network services revenue for second quarter 2011 was $334.2 million, an increase of 17.3% or $49.4 million over second quarter 2010 primarily due to the inclusion of Cavalier Telephone results for the full 2011 quarter.
• Core carrier services revenue for second quarter 2011 was $61.3 million, an increase of 36.2% or $16.3 million over second quarter 2010 primarily due to the inclusion of Cavalier Telephone results for the full 2011 quarter.
• Integrated solutions revenue of $45.2 million increased 98.3% or $22.4 million over second quarter 2010 due to the inclusion of the results of XETA Technologies, which was acquired on May 31, 2011, and Quagga Corporation for the full 2011 quarter.

Adjusted EBITDA and Margins

Adjusted EBITDA for second quarter 2011 increased 51.4% or $33.5 million to $98.6 million over adjusted EBITDA of $65.1 million for second quarter 2010. Adjusted EBITDA margin, which represents adjusted EBITDA as a percentage of total revenue, improved 300 basis points to 19.4% from second quarter 2010. Operational expense synergies and improved network cost margins were the primary contributors to the improved adjusted EBITDA margin.

Cost of goods sold for second quarter 2011 increased 21.0% or $41.3 million. The increase in cost of goods sold for second quarter 2011 resulted from the Cavalier Telephone and XETA Technologies acquisitions. Despite higher overall cost of goods sold, gross margin improved substantially by 270 basis points to 53.0% for second quarter 2011 from 50.3% for second quarter 2010. The improvement was driven by a broad array of operational enhancements, including the contribution of higher margin Cavalier Telephone revenues and improved local network costs resulting from earlier initiatives to transition Special Access (“SPA”) circuits to Unbundled Network Elements (“UNE”).

Selling, general and administrative (“SG&A”) expenses for second quarter 2011 were $173.3 million, including stock-based compensation of $2.9 million, which represented an increase of $36.5 million over second quarter 2010 primarily due to the Cavalier Telephone acquisition. As a percentage of total revenue, SG&A expenses were 34.2% for second quarter 2011 compared to 34.5% for second quarter 2010.

Net Loss

Net loss for second quarter 2011 was $9.4 million compared to second quarter 2010 net loss of $7.5 million. The increase in net loss was primarily due to increases in non-cash depreciation and amortization expense and interest expense. Increased depreciation and amortization expense was driven by the acquired Cavalier Telephone assets, which included substantial fiber-optic infrastructure. These increases were substantially offset by improved operations.

Sequential Results – Second Quarter 2011 Compared to First Quarter 2011

Revenue

• Total revenue for second quarter 2011 increased 2.3% or $11.5 million over first quarter 2011 revenue largely due to the inclusion of one month of XETA Technologies revenue.
• Core network services revenue for second quarter 2011 decreased 0.8% or $2.6 million from first quarter 2011 revenue primarily as a result of the continued transition from circuit-based to IP-based solutions.
• Core carrier services revenue for second quarter 2011 increased 3.5% or $2.1 million over first quarter 2011 revenue with improved provisioning of backlogged services.
• Integrated solutions revenue for second quarter 2011 increased 24.5% or $8.9 million over first quarter 2011 revenue primarily due to the inclusion of one month of XETA Technologies revenue.

Adjusted EBITDA and Margin

Adjusted EBITDA of $98.6 million for second quarter 2011 represented an increase of 7.9% or $7.2 million over adjusted EBITDA of $91.4 million for first quarter 2011. Adjusted EBITDA margin improved 100 basis points to 19.4% for second quarter 2011 from 18.4% for first quarter 2011. The strong margin improvement reflected the results of acquisition integration efforts.

Second quarter 2011 cost of goods sold increased 1.8% or $4.2 million from first quarter 2011 due to the inclusion of XETA Technologies results for the quarter. Gross margin for second quarter 2011 was 53.0%, an increase from 52.8% for first quarter 2011. Costs incurred in connection with Cavalier Telephone integration efforts and network migration projects were partially offset by the inclusion of XETA Technologies results.

SG&A expenses for second quarter 2011 were $173.3 million, including stock-based compensation of $2.9 million, and increased 0.3% or $0.6 million over first quarter 2011. The increase in SG&A was primarily attributable to the inclusion of one month of XETA Technologies results. As a percentage of total revenue, SG&A expenses for second quarter 2011 decreased to 34.2% from 34.9% for first quarter 2011.

Net Loss

Net loss for second quarter 2011 was $9.4 million compared to net loss of $11.9 million for first quarter 2011. The reduction in net loss was primarily due to improved operations, which was partially offset by increased depreciation and amortization expense.

Actual Second Quarter 2011 Results compared to Pro Forma Second Quarter 2010 Results

The following pro forma results for second quarter 2010 give effect to PAETEC’s acquisition of Cavalier Telephone as if it had occurred on January 1, 2010. 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 date indicated, nor of results that may be obtained in the future.

Actual total revenue of $507.1 million for second quarter 2011 represented an increase of 3.7% or $18.2 million over pro forma total revenue of $488.9 million for second quarter 2010. The increase in actual total revenue was primarily attributable to the inclusion of Quagga Corporation’s full second quarter results and XETA Technologies results for one month. Actual adjusted EBITDA of $98.6 million for second quarter 2011 represented an increase of 12.2% or $10.7 million over pro forma adjusted EBITDA of $87.9 million for second quarter 2010.

Actual cost of goods sold for second quarter 2011 increased 0.8% or $1.8 million compared to pro forma second quarter 2010. The increase in cost of goods sold was primarily due to the inclusion of Quagga Corporation’s full quarter 2011 results and XETA Technologies results for one month, the effects of which were partially offset by network integration efforts and the transition from SPA circuits to UNE. For second quarter 2011, gross margins improved 130 basis points to 53.0%. SG&A expenses as a percentage of actual total revenue were stable at 34.2% for second quarter 2011 from second quarter 2010.

Actual net loss of $9.4 million for second quarter 2011 decreased 37.6% or $5.7 million from pro forma net loss of $15.1 million for second quarter 2010, as improved operating performance offset increases in acquisition, integration, and separation expenses.

Capital Expenditures

For second quarter 2011, capital expenditures net of integration investments were $50.2 million, an increase of $18.8 million from second quarter 2010 primarily due to the acquisition of Cavalier Telephone. Integration capital expenditures for second quarter 2011 were an additional $2.8 million. As a percentage of total revenue, capital expenditures net of integration costs were 9.9% for second quarter 2011 compared to 7.9% for second quarter 2010. The second quarter 2011 increase in capital expenditures was largely due to network market expansion and technology augmentation fiber build-outs and investments in data center infrastructure for existing and future locations.

Cash Flow and Liquidity

PAETEC had a June 30, 2011 cash balance of $102.6 million compared to a first quarter 2011 cash balance of $103.9 million.

Cash flow provided by operations increased to $51.8 million for second quarter 2011 from $36.9 million for second quarter 2010. Free cash flow for second quarter 2011 was $45.7 million, the 34^th consecutive quarter of free cash flow generation, and represented a 35.4% or $12.0 million increase from $33.7 million for second quarter 2010. Free cash flow for second quarter 2011 increased 2.6% from $44.5 million for first quarter 2011.

Indebtedness

At June 30, 2011, PAETEC had $1,499.8 million in debt outstanding, under its senior notes and senior secured credit facility which was composed of a $99.8 million principal term loan under PAETEC’s credit facility, $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 $125.0 million. At June 30, 2011, the revolver was undrawn.

Full Year 2011 Outlook

“We are pleased to reaffirm full year 2011 guidance,” said Keith Wilson, PAETEC’s chief financial officer.

PAETEC’s revenue and adjusted EBITDA expectations for 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. PAETEC’s revenue and adjusted EBITDA expectations for full year 2011 are as follows:

Conference Call

As previously announced, PAETEC will host a conference call today at 8:30 a.m. ET to discuss second quarter 2011 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.

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. Some of the risks, uncertainties and factors are discussed under the caption “Risk Factors” in PAETEC’s 2010 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: the risks and uncertainties associated with PAETEC’s proposed merger with Windstream; adverse effects to PAETEC’s business resulting from business uncertainties and contractual restrictions while PAETEC’s proposed merger with Windstream is pending; 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 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 GS: PAET) is personalizing communications and energy solutions in 86 of the top 100 metropolitan areas across the United States. We offer a comprehensive suite of network services (voice, data and fiber solutions), as well as managed services, cloud and data center services, software and technology, and energy services. For more information, visit www.paetec.com.

Media Contact
PAETEC
Chris Muller, (585) 340-8218
christopher.muller@paetec.com
or
Investor Contact
PAETEC
Pete Connoy, (585) 340-2649
peter.connoy@paetec.com

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