Integra Telecom, Inc. and Subsidiaries Condensed Consolidated Financial Statements September 30, 2012

Transcription

1 Integra Telecom, Inc. and Subsidiaries Condensed Consolidated Financial Statements September 30, 2012 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 1

2 Index to Condensed Consolidated Financial Statements Page Condensed Consolidated Balance Sheets as of September 30, 2012 (unaudited) and December 31, Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2012 and September 30, 2011 (unaudited)... 4 Condensed Consolidated Statements of Shareholders Equity for the nine months ended September 30, 2012 and September 30, 2011 (unaudited)... 5 Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and September 30, 2011 (unaudited) Management s Discussion and Analysis of Financial Condition and Results of Operations The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 2

3 Condensed Consolidated Balance Sheets (dollars and shares in thousands) (unaudited) September 30, 2012 December 31, 2011 Assets Cash and cash equivalents $ 12,743 $ 9,007 Accounts receivable, net of allowance for doubtful accounts of $8,407 and $8,354 in 2012 and 2011, respectively 52,231 50,327 Prepayments 8,710 10,163 Other current assets 10,808 10,572 Deferred income taxes 2,824 3,636 Total current assets 87,316 83,705 Property and equipment, net 419, ,043 Amortizable intangibles and deferred costs, net 69, ,743 Goodwill 308, ,215 Other assets 2,043 2,148 Total assets $ 886,592 $ 937,854 Liabilities and Shareholders' Equity Current liabilities Current portion of long-term debt and capital leases $ 3,406 $ 3,346 Accounts payable 11,183 13,286 Accrued liabilities 61,710 62,049 Unearned revenue 18,289 17,885 Accrued interest payable 23,673 11,787 Total current liabilities 118, ,353 Long-term liabilities Long-term debt and capital lease obligations, net of discount of $11,164 and $14,435 in 2012 and 2011, respectively 682, ,940 Indebtedness to related parties 26,447 19,650 Other long-term liabilities 11,188 12,074 Deferred income taxes 14,094 14,548 Total liabilities 852, ,565 Commitments and contingencies (Note 12) Shareholders' Equity Preferred stock, no par value; 10,000 shares authorized; none issued and outstanding - - Common stock, no par value; 200,000 shares authorized; 100,253 and 100,174 shares issued and outstanding 348, ,639 Additional paid-in capital 382, ,184 Common stock warrants 55,628 55,628 Accumulated deficit (752,175) (687,162) Total shareholders' equity 33,988 94,289 Total liabilities and shareholders' equity $ 886,592 $ 937,854 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 3

4 Condensed Consolidated Statements of Operations and Comprehensive Loss (dollars in thousands) (unaudited) Three Months Ended Nine Months Ended September 30, September 30, Revenues, net $ 148,992 $ 150,054 $ 445,458 $ 452,782 Costs and expenses Network costs (exclusive of depreciation and amortization shown separately below) 50,856 51, , ,948 Sales, general and administrative 54,256 55, , ,725 Depreciation and amortization 40,467 42, , ,637 Gain (loss) on disposal of assets - 6 (16) 5 145, , , ,315 Operating income (loss) 3,413 (613) (2,379) (9,533) Other (income) expense, net Other (income) expense, net (53) (50) 383 (224) Interest expense 20,683 20,731 61,892 62,063 Loss before income taxes (17,217) (21,294) (64,654) (71,372) (Benefit from) provision for income taxes (303) Net loss and comprehensive loss $ (16,914) $ (21,534) $ (65,013) $ (72,191) The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 4

5 Condensed Consolidated Statements of Shareholders Equity (amounts and shares in thousands) (unaudited) Common Stock Additional Paid-in Accumulated Shares Amount Capital Warrants Deficit Totals Balances at December 31, ,174 $ 343,639 $ 382,184 $ 55,628 $ (687,162) $ 94,289 Net loss (65,013) (65,013) Exchange of liability classified options Equity-based compensation 79 3, ,876 Balances at September 30, ,253 $ 348,351 $ 382,184 $ 55,628 $ (752,175) $ 33,988 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 5

6 Condensed Consolidated Statements of Cash Flows (dollars in thousands) (unaudited) Nine Months Ended September 30, Cash flows from operating activities Net loss $ (65,013) $ (72,191) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 129, ,637 Gain on acquisition - (119) Amortization of debt issuance costs and debt discounts 5,398 5,437 (Gain) loss on disposal of assets (16) 5 Stock-based compensation 3,040 7,844 Deferred income taxes New customer installation costs (22,757) (21,927) Changes in operating assets and liabilities: Accounts receivable (1,904) 3,076 Prepayments and other assets 1,322 1,303 Accounts payable (2,103) 7,748 Accrued interest and other long-term liabilities 12,316 10,725 Unearned revenue 404 (305) Net cash provided by operating activities 60,217 70,054 Cash flows from investing activities Proceeds from sale of assets 8 3 Capital expenditures (53,765) (69,942) Payment for business acquisition - (324) Net cash used in investing activities (53,757) (70,263) Cash flows from financing activities Principal payments on long term debt (1,875) (1,875) Principal payments under long-term-capital lease obligation (849) (982) Exercise of warrants - 34 Net cash used in financing activities (2,724) (2,823) Net increase (decrease) in cash and cash equivalents 3,736 (3,032) Cash and cash equivalents at beginning of period 9,007 37,973 Cash and cash equivalents at end of period $ 12,743 $ 34,941 Supplemental disclosure of cash flow information Cash paid for interest $ 44,958 $ 44,131 Capital expenditures and new customer installation costs (76,522) (91,869) Supplemental disclosures of noncash information Assets acquired under capital lease - 2,168 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 6

7 1. Description of the Business Integra Telecom, Inc. and subsidiaries (the Company or Integra ) connects businesses by providing enterprise-grade networking, communications and cloud solutions to business and carrier customers in 11 western states, including: Arizona, California, Colorado, Idaho, Minnesota, Montana, Nevada, North Dakota, Oregon, Utah and Washington. The Company owns and operates a fiber-optic network consisting of an approximately 5,000-mile high-speed long-haul fiber network and an over 3,000-mile metropolitan access network providing access to more than 2,000 on-net locations through direct fiber connections. 2. Summary of Significant Accounting Policies For a description of the Company s significant accounting policies, see Note 2 to its consolidated financial statements as of and for the year ended December 31, Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after elimination of intercompany balances and transactions. Unaudited Interim Results The accompanying condensed consolidated financial statements are unaudited and have been prepared by the Company s management in accordance with accounting principles generally accepted in the United States of America ( U.S. GAAP ) for interim financial information. In the opinion of management, these interim financial statements reflect all adjustments, including normal recurring adjustments, management considers necessary for the fair statement of the Company s financial position, operating results and cash flows for the interim periods presented. The year-end condensed consolidated financial statement data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These unaudited condensed consolidated financial statements should be read in conjunction with the Company s audited consolidated financial statements as of and for the year ended December 31, Use of Estimates The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by management include the allowance for doubtful accounts receivable, incurred but not reported ( IBNR ) insurance claim liabilities, contingency accruals, contract and lease termination accruals, deferred revenue, income taxes, intangible asset amortization periods and accruals for disputed charges. Management is continually evaluating and updating these estimates, and it is possible that these estimates will change. Recent accounting pronouncements In June 2011, the Financial Accounting Standards Board ( FASB ) amended its guidance on the presentation of comprehensive income. Under the amended guidance, an entity has the option to present comprehensive income in either one or two consecutive financial statements. The Company adopted as of January 1, 2012, and has concluded that this guidance will not have a material impact on the presentation of its financial statements. 7

8 In August 2011, the FASB finalized a new standard intended to simplify how organizations test goodwill for impairment. Under the amendment, public and nonpublic entities can first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity is no longer required to calculate the fair value of a reporting unit unless the qualitative assessment shows that it is more likely than not that its fair value is less than its carrying amount. The amendments became effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, The Company expects to adopt this standard for 2012 and does not expect it will have a material impact on its financial statements. Subsequent Events The Company has evaluated all subsequent events through November 6, 2012, the issuance date of this report, to ensure that these condensed consolidated financial statements include appropriate disclosure of events both recognized in the financial statements as of September 30, 2012 and events which occurred subsequent to September 30, 2012, but were not recognized in the financial statements (see Note 18). 3. Other Current Assets Other current assets consisted of the following as of the dates indicated: September 30, December 31, Inventories $ 7,656 $ 7,134 Deposits 1,803 1,885 Other 1,349 1,553 $ 10,808 $ 10,572 The Company s inventories consist primarily of equipment to be installed at the customer site, equipment that is deployed for routine capacity supporting the Company s just-in-time deployment and business telephone systems and related equipment for sale to end users. Inventories are stated at the lower of average cost or market. 8

9 4. Property and Equipment Property and equipment consisted of the following as of the dates indicated: September 30, December 31, Land, buildings and leasehold improvements $ 49,501 $ 49,446 Communications network equipment 799, ,655 Software 59,286 55,413 Vehicles 5,901 5,669 Office furniture and equipment 44,562 43,218 Construction in progress 19,167 25, , ,841 Less accumulated depreciation (558,829) (484,798) $ 419,276 $ 440,043 Depreciation expense was $74,653 and $72,340 for the nine months ended September 30, 2012 and 2011, respectively. 5. Goodwill and Other Intangible Assets including Deferred Costs Goodwill There were no circumstances that would trigger an impairment to the Company s goodwill during the nine months ended September 30, Other Intangible Assets and Deferred Costs Other intangible assets and deferred costs consisted of the following as of the dates indicated: September 30, 2012 Gross Accumulated Asset Amortization Net Customer installation costs $ 148,993 $ (89,677) $ 59,316 Debt issuance costs 15,738 (6,924) 8,814 Customer relationships 358,458 (357,689) 769 Trade name and trademarks 2,200 (1,357) 843 $ 525,389 $ (455,647) $ 69,742 December 31, 2011 Gross Accumulated Asset Amortization Net Customer installation costs $ 126,356 $ (66,493) $ 59,863 Debt issuance costs 15,738 (4,798) 10,940 Customer relationships 358,458 (326,526) 31,932 Trade name and trademarks 2,200 (1,192) 1,008 $ 502,752 $ (399,009) $ 103,743 9

10 Amortization expense was $54,519 and $55,297 for the nine months ended September 30, 2012 and 2011, respectively. 6. Long-Term Debt The Company s long-term debt consisted of the following as of the dates indicated: September 30, December 31, % Senior Secured Notes, interest is payable semiannually on April 15 and October 15 of each year. The principal balance is due April 15, $ 475,000 $ 475,000 Term Loan, interest is payable at end of LIBOR term at varying rates (9.25% effective rate at September 30, 2012). The principal balance is due April 15, , ,250 Revolver - - Total long-term debt 719, ,250 Capital lease obligations 4,256 5,121 Total long-term debt and capital lease obligations 723, ,371 Less: Current portion of long-term debt and capital leases (3,406) (3,346) Total long-term debt and capital lease obligations, net of current portion 720, ,025 Less: Unamortized discount on long-term debt (11,164) (14,435) Total long-term debt and capital lease obligations, net of current portion and discount $ 709,061 $ 708,590 The Company s Revolving Credit Facility ( Revolver ) has a maximum borrowing limit of $60,000. Any executed letters of credit reduce the amount of allowable borrowing under the Revolver. As of September 30, 2012 and December 31, 2011, borrowings under the Revolver were $0. As of September 30, 2012 and December 31, 2011, the amount available under the Revolver was $57,489 and $57,539, respectively. As of September 30, 2012 and December 31, 2011, the Company had outstanding letters of credit of $2,511 and $2,461 respectively, to guarantee performance on certain obligations. The letters of credit expire at various dates through July 3, As of September 30, 2012 and December 31, 2011, the $475,000 Senior Secured Notes had an estimated fair market value of $485,688 and $388,313, respectively, based on then current indicative quotes provided by the agent bank on the Senior Secured Notes. These measurements are observable and therefore would be classified as Level 2 inputs (observable, either directly or indirectly through corroboration with observable market data) for instruments reported at fair value (see Note 8). At September 30, 2012 and December 31, 2011, the $244,375 Term Loan had an estimated fair market value of $243,002 and $212,186 respectively, based on then current indicative quotes provided by the agent bank on the Term Loan. The term loan is less frequently traded than the notes and these measurements are not observable and therefore would be classified as Level 3 inputs (unobservable inputs that reflect the reporting entity s own assessment about the assumptions market participants would use in pricing based on the best information available in the circumstances) for instruments reported at fair value (see Note 8). A portion of the Term Loan is owed to a related party (see Note 13). 10

11 7. Derivative Instruments Related to Equity Purchase Obligation On May 21, 2010, certain stock-based compensation awards were granted that included the right to sell exercised options back to the Company. This right is considered a put option which is accounted for as a derivative, but has not been designated a hedging instrument. The Company established a liability for the fair value of the equity purchase obligation in other long-term liabilities. The change in the equity purchase obligation fluctuates with the fair value and expected volatility of the Company s common stock and the amount of options vested. These changes are recorded as sales, general and administrative expense in the period of change. The equity purchase obligation included in other long-term liabilities as of September 30, 2012 and December 31, 2011 respectively was $836 and $2,508 (see Note 14). 8. Fair Value Measurements The accounting guidance for fair value measurements defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. Fair Value Hierarchy An entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The accounting standards on fair value measurements establish three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. As of September 30, 2012 and December 31, 2011, the Company only had an employee stock option liability measured and carried at fair value (see Notes 7 and 14). The Company s accounts receivable, accounts payable and accrued liabilities approximate their fair values due to their short-term nature. 11

12 9. Accrued Liabilities Accrued liabilities consisted of the following as of the dates indicated: September 30, December 31, Accrued network costs $ 11,304 $ 8,320 Accrued payroll and payroll related benefits 16,604 18,941 Accrued taxes and surcharges 15,014 13,957 Acquisition related expense accrual - short-term 756 1,658 Deferred revenue 7,038 6,383 Other 10,994 12,790 $ 61,710 $ 62, Other Long-Term Liabilities Other long-term liabilities consisted of the following as of the dates indicated: September 30, December 31, Long-term deferred revenue $ 9,165 $ 6,120 Deferred rent Acquisition related expense accrual - long-term Other long-term liabilities 1,736 4,826 $ 11,188 $ 12, Exit and Disposal Activities On September 1, 2007, the Company completed the acquisition of Eschelon Telecom, Inc. ( Eschelon ), a competitive services provider. As a result, the Company accrued acquisition related expenses, which included severance benefits and relocation costs for acquired employees, liabilities associated with Eschelon facilities, net of sublease payments, and contract termination costs for acquired contracts. Eschelon Activities and Properties Subsequent to the Eschelon acquisition, the Company determined that it was necessary to reduce a portion of its work force and to terminate certain acquired service contracts. In addition, the Company elected to consolidate its operations into fewer locations and, as a result, discontinued its use of certain leased properties acquired from Eschelon. These properties had remaining lease terms expiring through May The Company accounts for these restructuring charges in accordance with the authoritative guidance on exit and disposal activities. Accordingly, the Company recorded a liability for the costs expected to be incurred for the termination and relocation of employees, termination of certain contractual agreements and the fair value based on the present value of future net payments of the abandoned properties. 12

13 The adjustment to the abandoned properties liability is the amortization of the difference between the fair value of the recorded liability and the net payment made against the liability. The effect of the adjustment is to increase rent expense and the abandoned properties liability. The following tables summarize the Company s restructuring activity for the nine months ended September 30, 2012 and 2011: Severance and Leased Relocation Facilities Total Accrued restructuring balance, December 31, 2010 $ 311 $ 3,761 $ 4,072 Adjustments (46) (339) (385) Cash payments - (1,051) (1,051) Accrued restructuring balance, September 30, 2011 $ 265 $ 2,371 $ 2,636 Accrued restructuring balance, December 31, 2011 $ 180 $ 1,945 $ 2,125 Adjustments (180) 131 (49) Cash payments - (1,320) (1,320) Accrued restructuring balance, September 30, 2012 $ - $ 756 $ 756 This severance and relocation liability was adjusted in 2012 and 2011 pursuant to subsequent evaluations of the remaining amounts due. The liability for abandoned leases (net of anticipated sublease payments) was adjusted in 2012 and 2011 to reflect that, due to worsening economic conditions, some of the expected sublease payments on the Company s discontinued properties would not materialize as initially estimated, and as a result, the timing and amount of the net future cash flows associated with these leases would be adversely affected. As of September 30, 2012, the total remaining costs expected to be incurred on the leased properties, net of expected sublease payments, is $1,888. The liability balance of $756 represents the present value of these expected discounted future cash flows. 12. Commitments and Contingencies Regulatory The Company provides a variety of telecommunications services which are subject to regulation by state Public Utilities Commissions ( PUC ) and by the Federal Communications Commission ( FCC ). Consequently, operations, revenues, and costs can be substantially affected by changes in regulations, as a result of proceedings held by regulatory authorities or by legislation. The Company obtains essential network elements as well as collocation and interconnection under interconnection agreements. While CenturyLink has agreed to extend legacy Qwest interconnection agreements until March 2014, the Company is in the process of negotiating successor interconnection agreements with CenturyLink. If these negotiations are not successful, disputed issues will be resolved by the relevant state PUC. The Company s interconnection 13

14 agreements with other Incumbent Local Exchange Carriers ( ILEC ) may be renegotiated at the request of either party. The Company cannot predict the outcome of these negotiations. Net Neutrality Rules The FCC adopted Net Neutrality rules in December These rules place several requirements on the Company and other providers of broadband-services to mass market customers. These requirements include prohibiting unreasonable network management practices and blocking or discriminating against lawful content or applications. The rules became effective in November The rules have been appealed and legislation has been proposed to eliminate them, however, the Company believes it is in compliance with these rules. The FCC has not created any safeharbors and the Company s practices could be subject to legal challenge. Intercarrier Compensation The FCC has promulgated rules that substantially change intercarrier compensation practices and implement significant changes in universal service policies and funding. These rules implement far reaching changes and suggest areas where the FCC may implement additional rules at a later date. The main effects of the new rules on the Company arise from the FCC s treatment of intercarrier compensation. The rules cap all interstate and intrastate rates at current levels and subsequently reduce terminating rates in gradual steps, eventually reducing them to bill and keep by July 1, For voice over internet protocol ( VoIP ) public switched telephone network traffic ( PSTN ), the FCC set prospective default intercarrier compensation rates for toll traffic at interstate rates. On reconsideration, the FCC mandated that originating access charge rates for intrastate VoIP-PSTN and PSTN-VoIP intrastate toll traffic will be set at intrastate rates until June 30, Local traffic exchanged with Commercial Mobile Radio Service ( CMRS ) providers became bill and keep beginning in July These rules will significantly reduce the access and reciprocal compensation revenues collected by Integra s Competitive Local Exchange Carrier ( CLEC ) entities with the greatest reductions occurring in the first two years. However, at the same time as the Company s revenues are reduced, Integra s costs to terminate calls to other networks will also decrease significantly as well, although these cost reductions could place competitive pressure on the retail long distance rates the Company charges. The FCC will allow incumbent carriers to recoup revenue losses through a new Access Recovery Charge ( ARC ), universal service funding, and to the extent permitted, local rate increases. Management anticipates that Scott Rice Telephone (Integra s ILEC ) will not experience a material decline in revenues due to the ARC and other recovery mechanisms. To the extent that CLECs seek to recover lost access revenues, they must do so by increasing their retail rates. Several states have commenced proceedings dealing with various aspects of intercarrier relationships that may be influenced by the FCC and other states may do so in the wake of the FCC s Order. The Company cannot predict the outcome of such future rulemakings. Infringement Claim The Company has been named as a defendant in a lawsuit alleging that the use by Integra and other companies of certain telecommunications equipment purchased from a vendor infringes a patent held by the plaintiff. If the plaintiff prevails, the Company could be required to pay damages, licensing fees and possibly cease using the vendor equipment. In the event that vendor does not or cannot fully indemnify Integra in connection with any of these claims, the Company could be required to pay material sums and potentially incur additional costs to replace the vendor equipment, which could significantly disrupt network operations. The vendor has agreed to assume the defense of the lawsuit on behalf of the Company and the other defendants and the vendor and the Company intend to vigorously defend against this lawsuit. Network Costs The Company has entered into purchasing agreements for network services. Some of the agreements contain termination penalties and/or minimum usage volume commitments. In the 14

15 event the Company fails to meet minimum volume commitments, an obligation to pay underutilization charges may be in effect. These contracts require a minimum annual minute utilization and the Company significantly exceeds these commitments each year. The Company does not anticipate having to pay any material underutilization charges under these contracts. General The Company is subject to private lawsuits, administrative proceedings and claims that arise in the Company s ordinary course of business. A number of these lawsuits, proceedings and claims may exist at any given time. While the resolution of a lawsuit, proceeding or claim may have an impact on the Company s financial results for the period in which it is resolved, and litigation is inherently unpredictable, in management's opinion, none of these matters arising in the ordinary course of business are expected to have a material adverse effect on the Company's financial condition, results of operations, or overall liquidity. In addition, the Company is a defendant from time to time in matters including disputes with vendors, taxing authorities, customers, and current and former employees which are not expected to have a material adverse effect on the Company's financial condition, results of operations, or overall liquidity. Disputed Charges As of September 30, 2012 and December 31, 2011, the Company had $964 and $5,146 in accumulated unpaid disputed charges, respectively, which the Company believes its carriers have billed in error, of which $562 and $2,145 were included in accrued liabilities in the condensed consolidated balance sheets at September 30, 2012 and December 31, 2011, respectively. The Company had $402 and $3,001 at September 30, 2012 and December 31, 2011, respectively, of disputed charges for which no amount has been accrued. Based on the Company s historical results in resolving these disputes and the merits of the outstanding disputes, the Company believes that its recorded liabilities are adequate. The Company is involved in ongoing negotiations with its carriers regarding these and any new disputes as they arise and expects favorable resolution of substantially all of the disputed amounts in the normal course of business. 13. Related Parties Disclosures for related parties are deemed material by management when shareholders have 10% or more of the Company s common stock or 10% or more of the Company s debt in addition to holding a position on the Company s Board of Directors. A shareholder who owns 22% of the Company s issued and outstanding common stock as of September 30, 2012, and controls seats on the Company s Board of Directors also holds approximately 11% or $26,447 of the Term Loan. For the nine months ended September 30, 2012, the interest expense incurred on the related party portion of the Term Loan was approximately $1, Stock-Based Compensation Employee Stock Options and Restricted Stock Units (RSUs) The Company has one stock incentive plan that provides for stock-based compensation. The 2007 Equity Incentive Plan as amended and restated on May 21, 2010 (the Plan ) is a fixed plan, which provides for the granting of restricted stock units (RSUs), incentive stock options and other forms of 15

16 equity. As of September 30, 2012, the Plan includes an aggregate of 15,920 shares of the Company s common stock to be issued pursuant to all awards. An award may be granted to any employee, officer or director of the Company. Options granted are either market-based or timebased. The market-based options have a 1-2 year assumed vesting and the time-based options have a vesting time of 4-5 years. All unexercised options expire ten years from the grant date. The following table summarizes activity of the Company s Plan for 2011 and through September 30, 2012: Shares Under Options Common Stock Weighted- Average Exercise Price Per Share Balances at December 31, ,688 $4.100 Options granted 6,670 $3.840 RSUs granted 2,055 N/A Options forfeited and cancelled (4,527) $4.010 RSUs forfeited (875) N/A Balances at December 31, ,011 $3.900 Options granted 2,572 $3.500 RSUs granted 910 N/A Options exchanged (3,177) $4.010 RSUs issued for options exchanged 489 N/A Options forfeited and cancelled (3,032) $3.668 Balances at September 30, ,773 $4.083 On May 10, 2012, the Company approved an option exchange program which was offered to employees who were granted options during 2010 and have remained actively employed with the Company through May 10, 2012 (an exception was made for the Founder and former CEO who is no longer employed with the Company). Employees were allowed to elect to cancel up to 50% of their options with an exercise price of $4.10 and simultaneously be issued RSUs at a rate of one RSU for every six and one half options cancelled. The RSUs exchanged will vest over 4 years. The exchange election period ended as of June 30, Fifty-one employees and the Founder/former CEO participated in the option exchange program. The participants exchanged 3,177 options for 489 RSUs. There was no incremental compensation cost associated with the exchanged options. The weighted average grant-date fair value of options granted during the nine months ended September 30, 2012 was $1.00 per share (excluding the RSUs). The weighted average grantdate fair value of options granted during the twelve months ended December 31, 2011 was $1.33 per share (excluding the RSUs). The weighted average fair value of vested shares as of September 30, 2012 was $1.19 per share (excluding the RSUs). For the nine months ended September 30, 2012 and 2011, the Company incurred non-cash stockbased compensation expense of $2,828 and $7,596, respectively for employee stock options and RSUs and $212 and $248, respectively, for the Board of Directors RSUs, which were recorded as sales, general and administrative expense. As of September 30, 2012, 2,338 of the options are vested at an exercise price of $4.10 and 153 of the employee RSUs are vested. As of September 16

17 30, 2012, the future compensation expense as it relates to the options and employee RSUs, assuming all criteria will be met through 2016, was $8,038, with a remaining estimated vesting of 1 year for the market-based options and up to 4 years for the time-based options. Accounting for Stock-Based Compensation The Company accounts for stock-based compensation expense under the fair value recognition provisions of the relevant accounting standard for share-based compensation. Restricted Stock Units The Company recognizes RSU compensation expense based on the fair value of the Company s common stock at the date of grant over the vesting period of the award. Employee Stock Options Requirements for estimating the fair value of the share-based payment awards on the date of grant is accomplished using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense ratably over the requisite service periods as defined by the Plan. The awards have a time-based component or a market-based component and certain awards have a put option. The awards with a put option are liability-classified awards and the remaining are equity-classified awards in accordance with the relevant accounting standard for share-based compensation. The time vesting awards generally vest over a 4 year period. The market performance awards vest when the common stock value of the Company meets or exceeds certain thresholds. In the event that there is a change of control, these shares will vest in an accelerated manner depending on the timing and the value of the Company stock on the change of control date. Fair Value of Options The fair value per option was calculated using a Black-Scholes model to estimate the future fair value. The Company previously used a Monte Carlo simulation model including a Hull White trinomial lattice model to estimate the expected time to exercise. Before the option exchange program, nearly 25% of the issued shares had a market-based threshold for vesting, however after the option exchange program, less than 4% of the shares granted have the market-based component. These granted shares no longer have a material impact on the calculation of sharebased compensation. Compensation expense is recognized only for those options expected to vest, with forfeitures estimated based on the Company s historical experience and future expectations. In 2011 and 2012, based on the following assumptions, management made estimates of the grant-date fair value per option and estimated requisite service periods. In addition, management used these assumptions to value the liability classified options at December 31, 2011 and September 30, 2012: December 31 September 30, Risk-free interest rate 2.80%-3.00% 3.70% Expected dividend yield 0.0% 0.0% Expected life (years) 1-4 years 1-4 years Expected volatility 64.6% 60.2% Forfeiture rate-executive 0.0% 0.0% Forfeiture rate-non executive 17.0% 17.0% 17

18 Liability-Classified Options The awards with a put option are liability-classified and are subject to non-hedging derivative accounting treatment (see Note 7). Liability-classified options are recognized at fair value on the grant date and are re-measured at each reporting date through the date of settlement; therefore, compensation cost recognized will vary based on changes in the award s fair value. In February 2011, the Company replaced its Founder and CEO. The former Founder and CEO remains on the Company s Board of Directors as Vice-Chairman. Pursuant to the terms of his stock grant, upon termination of service without cause, the unvested portion of all options became immediately vested and exercisable until the option expiration date. Therefore, as of September 30, 2011, all of the liability-classified awards fully vested. The incremental expense associated with the acceleration of this vesting was $1,239, which was recorded in the three months ended March 31, As of June 30, 2012, the Company determined there was a change in the fair value of the liabilityclassified award and recorded a decrease in the value of the liability classified awards of $836 with a corresponding reduction in sales, general and administrative expense. The former Founder and CEO exchanged 50% of his vested options as part of the May 10, 2012 option exchange program and for the newly issued RSUs, there is no longer a put option. As of June 30, 2012, 50% of the value of the liability classified awards was transferred to equity and as is no longer subject to future fair value adjustments. On September 30, 2012, the Company determined its stock value had not materially changed from June 30, 2012; therefore, no adjustment to the fair value of the liability-classified award was required. 15. Income Taxes The Company recognizes quarterly income tax expense (benefit) by determining an estimated annual effective rate and applying this rate to the pre-tax income (loss) for the year-to-date period. The Company s calculation of income taxes for the nine months ended September 30, 2012 is based on the projected pre-tax loss for the full 2012 year. For the nine months ended September 30, 2012 and September 30, 2011, the Company s effective tax rate was (1.4%) and (1.2%) respectively. The Company s provision for income tax varies from the normal statutory rates primarily due to the maintenance of a valuation allowance on the Company s net deferred tax assets. In 2012 and 2011, the Company is in an overall net deferred tax asset position requiring a valuation allowance to be recorded against any additional tax assets recorded in the current year, thus resulting in a provision for income taxes. The variance in effective rates is primarily due to increases to the Company s deferred tax valuation allowance. Accounting for Uncertainty in Income Taxes The Company evaluated its material tax positions and the thresholds for recognition in the financial statements. The Company recognized no cumulative effect as an adjustment to its tax liabilities and opening balance of accumulated deficit upon adoption of this guidance. The Company has recorded no liability for unrecognized tax benefits as of September 30, 2012 and December 31, For U.S. federal tax returns, we are subject to examination for tax years after Operating Segments The authoritative guidance about segments of an enterprise establishes standards for reporting information about operating segments. This guidance defines segments as components of an 18

19 enterprise about which discrete financial information is available that is evaluated regularly by the Company s chief operating decision maker. The Company s operating segments, as defined by management, include the following: CLEC (Competitive local exchange carrier). This segment provides telecommunications services, including local exchange services, long-distance telephone services, high-speed data services, wholesale carrier services to other communications companies and valueadded telecommunications services. All of the activities share the same workforce, processes, systems and networks; and ILEC (Incumbent local exchange carrier). This segment serves residential and small business customers with dial-up and local exchange access. Integra s ILEC segment is identified as Scott-Rice Telephone Company. The revenues, net income and total assets of the ILEC operating segment comprise less than 10% of the respective combined amounts of the Company s two operating segments. Therefore, no individual segment financial data is presented. 17. Consolidating Financial Information The following information sets forth the Company s Condensed Consolidating Balance Sheets as of September 30, 2012 and December 31, 2011, Condensed Consolidating Statements of Operations for the three and nine months ended September 30, 2012 and 2011, and Condensed Consolidating Statements of Cash Flows for the nine months ended September 30, 2012 and The presentation of these financial statements is required by the Company s indenture agreement for the Senior Secured Notes. The Senior Secured Notes (see Note 6) are guaranteed on a secured basis by Integra Telecom, Inc., the Company s issuing parent and all of the existing and future domestic subsidiaries. The guarantees are subject to release in limited circumstances (only upon the occurrence of certain customary circumstances.) 19

20 Integra Telecom, Inc. and Subsidiaries Condensed Consolidating Balance Sheet September 30, 2012 (unaudited) Integra Telecom Integra Holdings, Inc. Telecom, Inc. and Subsidiaries Eliminations Consolidated Assets Current assets Cash and cash equivalents $ - $ 12,743 $ - $ 12,743 Accounts receivable, net - 52,231-52,231 Prepaid expenses and other current assets - 19,518-19,518 Intercompany receivable (payable) 5,656 (5,656) - - Deferred income taxes - 2,824-2,824 Total current assets 5,656 81,660-87,316 Property and equipment, net - 419, ,276 Amortizable intangibles, net - 69,742-69,742 Goodwill - 308, ,215 Other assets 28,332 1,109,726 (1,136,015) 2,043 Total assets $ 33,988 $ 1,988,619 $ (1,136,015) $ 886,592 Liabilities and Shareholders' Equity Current liabilities Current portion of long-term debt $ - $ 3,406 $ - $ 3,406 Accounts payable - 11,183-11,183 Other current liabilities - 103, ,672 Total current liabilities - 118, ,261 Long-term liabilities Long-term debt, net of discount - 709, ,061 Other long-term liabilities - 11,188-11,188 Deferred income taxes - 14,094-14,094 Total liabilities - 852, ,604 Shareholders' equity 33,988 1,136,015 (1,136,015) 33,988 Total liabilities and shareholders' equity $ 33,988 $ 1,988,619 $ (1,136,015) $ 886,592 20

21 Integra Telecom, Inc. and Subsidiaries Condensed Consolidating Balance Sheet December 31, 2011 (unaudited) Integra Telecom Integra Holdings, Inc. Telecom, Inc. and Subsidiaries Eliminations Consolidated Assets Current assets Cash and cash equivalents $ - $ 9,007 $ - $ 9,007 Accounts receivable, net 1 50,326-50,327 Prepaid expenses and other current assets 1 20,734-20,735 Intercompany receivable (payable) 5,655 (5,655) - - Deferred income taxes - 3,636-3,636 Total current assets 5,657 78,048-83,705 Property and equipment, net - 440, ,043 Amortizable intangibles, net - 103, ,743 Goodwill - 308, ,215 Other assets 88,632 1,198,491 (1,284,975) 2,148 Total assets $ 94,289 $ 2,128,540 $ (1,284,975) $ 937,854 Liabilities and Shareholders' Equity Current liabilities Current portion of long-term debt $ - $ 3,346 $ - $ 3,346 Accounts payable - 13,286-13,286 Other current liabilities - 91,721-91,721 Total current liabilities - 108, ,353 Long-term liabilities Long-term debt, net of discount - 708, ,590 Other long-term liabilities - 12,074-12,074 Deferred income taxes - 14,548-14,548 Total liabilities - 843, ,565 Shareholders' equity 94,289 1,284,975 (1,284,975) 94,289 Total liabilities and shareholders' equity $ 94,289 $ 2,128,540 $ (1,284,975) $ 937,854 21

22 Integra Telecom, Inc. and Subsidiaries Condensed Consolidating Statement of Operations and Comprehensive Loss Three Months ended September 30, 2012 (unaudited) Integra Telecom Integra Holdings, Inc. Telecom, Inc. and Subsidiaries Eliminations Consolidated Revenues, net $ - $ 148,992 $ - $ 148,992 Costs and expenses Network costs - 50,856-50,856 Sales, general and administrative 1,319 52,937-54,256 Depreciation and amortization - 40,467-40,467 Gain on disposal of assets , , ,579 Operating Income (Loss) (1,319) 4,732-3,413 Other (income) expense, net Other (income) expense - (53) - (53) Interest expense - 20,683-20,683 Loss before income taxes and equity in earnings of subsidiaries (1,319) (15,898) - (17,217) Benefit from income taxes - (303) - (303) Loss before equity in earnings of subsidiaries (1,319) (15,595) - (16,914) Equity in earnings of subsidiaries (15,595) (26,035) 41,630 - Net loss $ (16,914) $ (41,630) $ 41,630 $ (16,914) 22

23 Integra Telecom, Inc. and Subsidiaries Condensed Consolidating Statement of Operations and Comprehensive Loss Nine Months ended September 30, 2012 (unaudited) Integra Telecom Integra Holdings, Inc. Telecom, Inc. and Subsidiaries Eliminations Consolidated Revenues, net $ - $ 445,458 $ - $ 445,458 Costs and expenses Network costs - 150, ,331 Sales, general and administrative 3, , ,350 Depreciation and amortization - 129, ,172 Gain on disposal of assets - (16) - (16) 3, , ,837 Operating Income (Loss) (3,040) (2,379) Other (income) expense, net Other (income) expense Interest expense - 61,892-61,892 Loss before income taxes and equity in earnings of subsidiaries (3,040) (61,614) - (64,654) Provision for income taxes Loss before equity in earnings of subsidiaries (3,040) (61,973) - (65,013) Equity in earnings of subsidiaries (61,973) - 61,973 - Net loss $ (65,013) $ (61,973) $ 61,973 $ (65,013) 23

24 Integra Telecom, Inc. and Subsidiaries Condensed Consolidating Statement of Operations and Comprehensive Loss Three Months ended September 30, 2011 (unaudited) Integra Telecom Integra Holdings, Inc. Telecom, Inc. and Subsidiaries Eliminations Consolidated Revenues, net $ - $ 150,054 $ - $ 150,054 Costs and expenses Network costs - 51,686-51,686 Sales, general and administrative 1,480 54,496-55,976 Depreciation and amortization - 42,999-42,999 Gain on disposal of assets , , ,667 Operating Income (Loss) (1,480) (613) Other (income) expense, net Other (income) expense - (50) - (50) Interest expense - 20,731-20,731 Loss before income taxes and equity in earnings of subsidiaries (1,480) (19,814) - (21,294) Benefit from income taxes Loss before equity in earnings of subsidiaries (1,480) (20,054) - (21,534) Equity in earnings of subsidiaries (20,054) 52,094 (32,040) - Net income (loss) $ (21,534) $ 32,040 $ (32,040) $ (21,534) 24

25 Integra Telecom, Inc. and Subsidiaries Condensed Consolidating Statement of Operations and Comprehensive Loss Nine Months ended September 30, 2011 (unaudited) Integra Telecom Integra Holdings, Inc. Telecom, Inc. and Subsidiaries Eliminations Consolidated Revenues, net $ - $ 452,782 $ - $ 452,782 Costs and expenses Network costs - 155, ,948 Sales, general and administrative 7, , ,725 Depreciation and amortization - 127, ,637 Gain on disposal of assets , , ,315 Operating Income (Loss) (7,844) (1,689) - (9,533) Other (income) expense, net Other (income) expense - (224) - (224) Interest expense - 62,063-62,063 Loss before income taxes and equity in earnings of subsidiaries (7,844) (63,528) - (71,372) Benefit from income taxes Loss before equity in earnings of subsidiaries (7,844) (64,347) - (72,191) Equity in earnings of subsidiaries (64,347) - 64,347 - Net income (loss) $ (72,191) $ (64,347) $ 64,347 $ (72,191) 25

26 Integra Telecom, Inc. and Subsidiaries Condensed Consolidating Statement of Cash Flows Nine Months ended September 30, 2012 (unaudited) Integra Telecom Integra Holdings, Inc. Telecom, Inc. and Subsidiaries Eliminations Consolidated Cash flows from operating activities Net loss $ (65,013) $ (61,973) $ 61,973 $ (65,013) Adjustments to reconcile net loss to net cash provided by operating activities Depreciation and amortization - 129, ,172 Amortization of debt issuance costs and debt discounts - 5,398-5,398 Stock-based compensation 3,040-3,040 Deferred income taxes New customer installation costs - (22,757) - (22,757) Changes in operating assets and liabilities 61,973 10,019 (61,973) 10,019 Net cash provided by operating activities - 60,217-60,217 Cash flows from investing activities Capital expenditures/proceeds from sale of assets - (53,757) - (53,757) Net cash used in investing activities - (53,757) - (53,757) Cash flows from financing activities Proceeds from borrowings under Revolver Principal payments on debt - (1,875) - (1,875) Principal payments under long-term-capital lease obligation (849) (849) Net cash used in financing activities - (2,724) - (2,724) Net increase in cash and cash equivalents - 3,736-3,736 Cash and cash equivalents at beginning of period - 9,007-9,007 Cash and cash equivalents at end of period $ - $ 12,743 $ - $ 12,743 26