UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2012~~2013

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 0-23253

ITC^DELTACOM, INC.

(Exact name of registrant as specified in its charter)



Delaware		58-2301135
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



1375 Peachtree St., Atlanta, Georgia		30309
(Address of principal executive offices)		(Zip Code)

(404) 815-0770

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report date)

______________________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer o		Accelerated filer o
Non-accelerated filer x		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of ~~October~~April 2930, ~~2012~~2013, ~~250~~350 shares of common stock, $0.01 par value per share, were outstanding (all shares are issued to EarthLink, Inc.).

ITC^DELTACOM, INC. MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS (H)(1)(A) AND (B) OF FORM 10-Q AND IS THEREFORE FILING THIS REPORT WITH THE REDUCED DISCLOSURE FORMAT.

Table of Contents

ITC^DELTACOM, INC.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended ~~September~~March 3031, ~~2012~~2013

TABLE OF CONTENTS

Part I Item 1. Financial Statements 1 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 11 Item 4. Controls and Procedures 19 Part II Item 1. Legal Proceedings 19 Item 1A. Risk Factors 19 Item 5. Other Information 19 Item 6. Exhibits 19 Signatures 21



Part I

Item 1. Financial Statements	1

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	10

Item 4. Controls and Procedures	18

Part II

Item 1. Legal Proceedings	18

Item 1A. Risk Factors	19

Item 5. Other Information	19

Item 6. Exhibits	19

Signatures	20

Table of Contents

Part I.

Item 1. Financial Statements

ITC^DELTACOM, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

	December 31, 2011			September 30, 2012
	December 31, 2012			March 31, 2013
				(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3432,~~930~~340		$	6035,~~654~~622
Restricted cash	1,~~781~~013			1,013
Accounts receivable, net of allowance of $2,519 and $2,801 as of December 31, 2011 and September 30, 2012, respectively	43,851			46,012
Accounts receivable, net of allowance of $3,091 and $3,090 as of December 31, 2012 and March 31, 2013, respectively	42,652			42,827
Prepaid expenses	64,~~143~~015			64,~~560~~860
Receivable due from parent	~~913~~4,714			—
Other current assets	54,~~034~~921			68,~~025~~878
Total current assets	9289,~~652~~655			~~120~~93,~~264~~200
Property and equipment, net	~~213~~218,~~438~~734			~~200~~223,~~488~~589
Goodwill	194,~~761~~690			194,690
Other intangible assets, net	~~121~~94,~~115~~180			~~100~~87,~~780~~669
Other long-term assets	82843			~~705~~1,032
Total assets	$	~~622~~598,~~048~~102		$	~~616~~600,~~927~~180
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable	$	48,~~731~~326		$	85,~~140~~627
Accrued payroll and related expenses	98,~~362~~289			97,~~121~~081
Other accrued liabilities	3545,~~324~~242			5649,~~465~~726
Deferred revenue	2517,~~410~~635			1817,~~265~~725
Payable due to parent	—			~~575~~11,016
Current portion of long term debt and capital lease obligations	~~419~~259			~~297~~233
Total current liabilities	7579,~~246~~751			9291,~~863~~408
Long-term debt and capital lease obligations	~~347~~308,~~364~~270			~~343~~307,~~760~~134
Other long-term liabilities	87,~~143~~466			76,~~600~~669
Total liabilities	~~430~~395,~~753~~487			~~444~~405,~~223~~211
Stockholders’ equity:
Stockholder's equity:
Common stock, 0.01 par value, 1,000 shares authorized, 250 shares issued and outstanding as of December 31, 2011 and September 30, 2012, respectively	—			—
Common stock, 0.01 par value, 1,000 shares authorized, 350 shares issued and outstanding as of December 31, 2012 and March 31, 2013	—			—
Additional paid-in capital	~~218~~254,~~663~~289			~~220~~255,~~515~~612
Accumulated deficit	(2751,~~368~~674		)	(4760,~~811~~643		)
Total stockholders’ equity	191,295			172,704
Total stockholder's equity	202,615			194,969
Total liabilities and stockholders’ equity	$	622,048		$	616,927
Total liabilities and stockholder's equity	$	598,102		$	600,180

The accompanying notes are an integral part of these financial statements.

Table of Contents

ITC^DELTACOM, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

2011

2012

2011

2012

2013

Revenues:

Retail services

9289,~~260~~615

8683,~~314~~376

~~273,497~~

~~264,012~~

Wholesale services

1719,~~952~~015

18,~~767~~367

~~53,100~~

~~57,544~~

Other services

3,~~151~~325

43,~~039~~443

~~10,361~~

~~11,107~~

Total revenues

~~113~~111,~~363~~955

~~109~~105,~~120~~186

~~336,958~~

~~332,663~~

Operating costs and expenses:

Cost of revenues (exclusive of depreciation and amortization shown separately below)

54,~~020~~540

5549,~~737~~963

~~163,944~~

~~173,552~~

Selling, general and administrative (exclusive of depreciation and amortization shown separately below)

3233,~~739~~615

3435,~~421~~780

~~105,745~~

~~101,918~~

Depreciation and amortization

1817,~~286~~329

17,~~872~~924

~~53,182~~

~~52,969~~

Acquisition and integration-related costs

1,664

1,170

3,546

1,958

Restructuring, acquisition and integration-related costs

274

3,615

Total operating costs and expenses

~~106~~105,~~709~~758

~~109~~107,~~200~~282

~~326,417~~

~~330,397~~

Income (loss) from operations

6,~~654~~197

(802,096

)

~~10,541~~

~~2,266~~

Interest expense and other, net

(7,~~687~~515

)

(76,~~571~~859

)

~~(23,378~~

)

~~(22,709~~

)

Loss before income taxes

(1,~~033~~318

)

(78,~~651~~955

)

~~(12,837~~

)

~~(20,443~~

)

Income tax provision

(~~261~~124

)

—(14

)

~~(294~~

)

—

Net loss

(1,~~294~~442

)

(78,~~651~~969

)

~~(13,131~~

)

~~(20,443~~

)

Comprehensive loss

(1,~~294~~442

)

(78,~~651~~969

)

~~(13,131~~

)

~~(20,443~~

)

The accompanying notes are an integral part of these financial statements.

Table of Contents

ITC^DELTACOM, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Nine Months Ended
	Three Months Ended
	September 30, 2011			September 30, 2012
	March 31, 2012			March 31, 2013
Cash flows from operating activities:
Net loss	$	(131,~~131~~442	)	$	(208,~~443~~969	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	5317,~~182~~329			5217,~~969~~924
Stock-based compensation	~~3,122~~599			~~1,830~~997
Provision for doubtful accounts	~~2,198~~641			~~1,719~~668
Amortization of debt premium	(31,~~109~~142		)	(31,~~435~~088		)
Loss on sale and disposal of fixed assets	~~710~~54			~~361~~180
Other operating activities	(~~623~~200		)	(~~627~~104		)
Increase in accounts receivable	(4,061		)	(3,880		)
Decrease (increase) in accounts receivable	3,784			(844		)
Increase in prepaid expenses and other assets	(131,~~398~~774		)	(15,~~956~~007		)
Increase in accounts payable and accrued and other liabilities	76,~~582~~712			2519,~~603~~532
Increase in deferred revenue	~~4,857~~85			~~886~~90
Net cash provided by operating activities	3724,~~329~~646			5323,~~027~~379
Cash flows from investing activities:
Purchase of business, net of cash acquired	(22,859		)	—
Purchases of property and equipment	(14,577		)	(20,023		)
Purchases of property and equipment	(35,062		)	(27,780		)
Change in restricted cash	718			—
Change in restricted cash	489			768
Other investing activities	1			—
Other investing activities	248			—
Net cash used in investing activities	(13,858		)	(20,023		)
Net cash used in investing activities	(57,184		)	(27,012		)
Cash flows from financing activities:
Proceeds from issuance of stock	30,000			—
Repayment of long-term debt and capital lease obligations	(130		)	(88		)
Repayment of long-term debt and capital lease obligations	(3,564		)	(360		)
Other financing activities	31			14
Other financing activities	50			69
Net cash used in financing activities	(99		)	(74		)
Net cash provided by (used in) financing activities	26,486			(291		)
Net increase in cash and cash equivalents	10,689			3,282
Net increase in cash and cash equivalents	6,631			25,724
Cash and cash equivalents, beginning of period	34,930			32,340
Cash and cash equivalents, beginning of period	43,585			34,930
Cash and cash equivalents, end of period	$	45,619		$	35,622
Cash and cash equivalents, end of period	$	50,216		$	60,654

The accompanying notes are an integral part of these financial statements.

Table of Contents

ITC^DELTACOM, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

1. Organization

ITC^DeltaCom, Inc. (“ITC^DeltaCom” or the “Company”), together with its wholly-owned subsidiaries, provides integrated communications services in the southeastern United States. The Company provides a broad range of data and voice communications services to business customers, including high-speed or broadband data communications, local exchange, long-distance, mobile data and voice and equipment services. The Company also sells transmission capacity to other communications providers on a wholesale basis. The Company offers these services primarily over its regional fiber optic network.

On December 8, 2010, ITC^DeltaCom was acquired by EarthLink, Inc. (“EarthLink”) with ITC^DeltaCom, Inc. becoming a wholly-owned subsidiary of EarthLink, Inc. (the “Acquisition”). The accounting for the Acquisition was “pushed-down” in the accompanying condensed consolidated financial statements.

2. Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements of ITC^DeltaCom for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011~~2012 and ~~2012~~2013 and the related footnote information are unaudited and have been prepared on a basis consistent with the Company’s audited consolidated financial statements as of December 31, ~~2011~~2012 contained in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “Annual Report”).

These financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto contained in the Company’s Annual Report. In the opinion of management, the accompanying unaudited financial statements contain all adjustments (consisting of normal recurring adjustments), which management considers necessary to present fairly the Company’s financial position, results of operations and cash flows for the interim periods presented. The results of operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013 are not necessarily indicative of the results anticipated for the entire year ending December 31, ~~2012~~2013.

Basis of Consolidation

The accompanying condensed consolidated financial statements of the Company include the accounts of its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results may differ from those estimates.

Segment Disclosure

The Company operates in one segment.

Reclassifications

Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. ~~Specifically, the Company reclassified certain amounts within current liabilities and between current and other long-term liabilities as of December 31, 2011 to conform with current year presentation.~~

ITC^DELTACOM, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED - (Continued)

3. ~~Acquisitions~~Restructuring, Acquisition and Integration-Related Costs

~~Saturn~~Restructuring, ~~Telecommunication~~acquisition ~~Services~~and integration-related costs consist of costs related to restructuring, ~~Inc~~ acquisition and integration-related activities. Such costs include: 1) severance and retention costs; 2) integration-related costs, such as system conversion, rebranding costs and integration-related consulting and employee costs; and 3) facility-related costs, such as lease termination and asset impairments. Restructuring, acquisition and integration-related costs are expensed in the period in which the costs are incurred and the services are received and are included in restructuring, acquisition and integration-related costs in the Condensed Consolidated Statements of Comprehensive Loss. Restructuring, acquisition and integration-related costs consisted of the following during the three months ended March 31, 2012 and 2013:

On March 2, 2011 the Company acquired Saturn Telecommunication Services Inc. and affiliates (“STS Telecom”), a privately-held provider of IP communication and information technology services to small and medium-sized businesses primarily in Florida. STS Telecom operates a sophisticated voice-over-Internet-protocol (“VoIP”) platform. The primary reason for the acquisition was for the Company to leverage STS Telecom’s expertise in managed hosted VoIP as part of the Company’s VoIP offerings.



	Three Months Ended
	March 31, 2012		March 31, 2013
	(in thousands)
Severance and retention costs	$	263	$	1,494
Integration-related costs	11		911
Facility-related costs	—		1,210
Total restructuring, acquisition and integration-related costs	$	274	$	3,615

The total consideration transferred was $22.9 million, which consisted of cash paid to acquire the outstanding equity interests of STS Telecom. In allocating the consideration transferred based on estimated fair values, the Company recorded approximately $21.3 million of goodwill, $17.9 million of identifiable intangible assets, $2.8 million of tangible assets and $19.1 million of net liabilities assumed. The Company has included the financial results of STS Telecom in its consolidated financial statements from the date of acquisition. Pro forma financial information for STS Telecom has not been presented, as the effects were not material to the Company’s condensed consolidated financial statements.

Acquisition and Integration-Related Costs

Acquisition and integration-related costs consist of costs related to acquisitions. Such costs include: 1) severance and retention costs; 2) integration-related costs, such as system conversion, rebranding costs and integration-related consulting and employee costs; and 3) transaction-related costs, which are direct costs incurred to effect a business combination, such as advisory, legal, accounting, valuation and other professional fees. Acquisition and integration-related costs are expensed in the period in which the costs are incurred and the services are received and are included in acquisition and integration-related costs in the Condensed Consolidated Statements of Comprehensive Loss. Acquisition and integration-related costs consisted of the following during the three and nine months ended September 30, 2011 and 2012:

	Three Months Ended				Nine Months Ended
	September 30, 2011		September 30, 2012		September 30, 2011		September 30, 2012
	(in thousands)
Severance and retention costs	$	1,530	$	363	$	2,748	$	904
Integration-related costs	134		487		622		734
Transaction-related costs	—		320		176		320
Total acquisition and integration-related costs	$	1,664	$	1,170	$	3,546	$	1,958

4. Goodwill and Other Intangible Assets

Goodwill

~~The~~There were no changes in the carrying amount of goodwill during the ~~nine~~three months ended ~~September~~March 3031, ~~2012 were as follows (in thousands):~~2013.

Balance as of December 31, 2011
Goodwill	$	194,761
Accumulated impairment loss	—
	194,761
Goodwill adjustments	(71		)
Balance as of September 30, 2012
Goodwill	194,690
Accumulated impairment loss	—
	$	194,690

ITC^DELTACOM, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED - (Continued)

Goodwill adjustments during the nine months ended September 30, 2012 resulted from adjustments in the fair value of assets and liabilities assumed in the acquisition of STS Telecom that were not deemed material to retrospectively adjust provisional amounts recorded at the acquisition date, which related to income and non-income based taxes.

Other Intangible Assets

The gross carrying value and accumulated amortization by major intangible asset category as of December 31, ~~2011~~2012 and ~~September~~March 3031, ~~2012~~2013 were as follows:

	As of December 31, 2011							As of September 30, 2012
	As of December 31, 2012							As of March 31, 2013
	Gross					Net		Gross					Net
	CarryingValue		AccumulatedAmortization			CarryingValue		CarryingValue		AccumulatedAmortization			CarryingValue
	(in thousands)
Customer relationships	$	133,300	$	(2346,~~901~~881	)	$	~~109~~86,~~399~~419	$	133,300	$	(4152,~~136~~626	)	$	9280,~~164~~674
Developed technology	11,600		(25,~~568~~110		)	96,~~032~~490		11,600		(45,~~608~~523		)	6,~~992~~077
Trade name	3,700		(12,~~316~~549		)	21,~~384~~151		3,700		(2,~~241~~857		)	~~1,459~~843
Other	450		(~~150~~330		)	~~300~~120		450		(~~285~~375		)	~~165~~75
	$	149,050	$	(2754,~~935~~870	)	$	~~121~~94,~~115~~180	$	149,050	$	(4861,~~270~~381	)	$	~~100~~87,~~780~~669

Customer relationships represent the fair values of the underlying relationships and agreements with the Company’s customers. Developed technology represents the fair values of the Company’s processes, patents and trade secrets related to the design and development of the Company’s internally used software and technology. Trade name represents the fair value of brand and name recognition. Other represents the fair value of non-compete agreements.

As of ~~September~~March 3031, ~~2012~~2013, the weighted average amortization periods were 5.8 years for customer relationships, 5.3 years for developed technology, 3.0 years for the trade name and 2.5 years for other identifiable intangible assets. The customer relationships are being amortized using the straight-line method because this matches the estimated cash flow generated by such assets, and the developed technology and trade name are being amortized using the straight-line method because a pattern to which the expected benefits will be consumed or otherwise used up could not be reliably determined.

Amortization expense for definite-lived intangible assets was $6.8 million and $6.85 million during the three months ended ~~September~~March 3031, ~~2011 and~~ 2012, ~~respectively,~~ and ~~$19.6 million and $20.3 million during the nine months ended September 30~~2013, ~~2011 and 2012,~~ respectively. Amortization of definite-lived intangible assets is included in depreciation and amortization in the Condensed Consolidated Statements of Comprehensive Loss.

Based on the current amount of definite-lived intangible assets, the Company expects to record amortization expense of approximately $6.6 million during the remaining three months ending December 31, 2012 and $25.9 million, $24.6 million, $24.3 million, $18.9 million and $0.4 million during the years ending December 31, 2013, 2014, 2015 and 2016 and thereafter, respectively. Actual amortization expense to be reported in future periods could differ materially from these estimates as a result of asset acquisitions, changes in estimated useful lives and other relevant factors.5

5. Other Accrued Liabilities

Other accrued liabilities consisted of the following as of December 31, 2011 and September 30, 2012:

	December 31, 2011		September 30, 2012
	(in thousands)
Accrued taxes and regulatory	$	8,124	$	17,433
Accrued interest	8,626		17,174
Accrued network costs	3,419		6,612
Amounts due to customers	3,591		3,157
Other	11,564		12,089
Total other accrued liabilities	$	35,324	$	56,465

ITC^DELTACOM, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED - (Continued)

Based on the current amount of definite-lived intangible assets, the Company expects to record amortization expense of approximately $19.4 million during the remaining nine months ending December 31, 2013 and $24.6 million, $24.3 million, $18.9 million, and $0.4 million during the years ending December 31, 2014, 2015, 2016 and 2017, respectively. Actual amortization expense to be reported in future periods could differ materially from these estimates as a result of asset acquisitions, changes in estimated useful lives and other relevant factors.

5. Other Accrued Liabilities

Other accrued liabilities consisted of the following as of December 31, 2012 and March 31, 2013:



	December 31, 2012		March 31, 2013
	(in thousands)
Accrued taxes and regulatory	$	16,953	$	16,927
Accrued interest	7,737		15,428
Accrued network costs	8,084		4,973
Amounts due to customers	3,379		3,518
Other	9,089		8,880
Total other accrued liabilities	$	45,242	$	49,726

6. Long-Term Debt and Capital Lease Obligations

Long-term debt and capital lease obligations consisted of the following as of December 31, ~~2011~~2012 and ~~September~~March 3031, ~~2012~~2013:

	December 31, 2011			September 30, 2012
	December 31, 2012			March 31, 2013
	(in thousands)
Senior secured notes due April 1, 2016	$	~~324~~292,~~800~~300		$	~~324~~292,~~800~~300
Unamortized premium on senior secured notes due April 1, 2016	2215,~~056~~694			1814,~~622~~605
Capital lease obligations	~~927~~535			~~635~~462
Carrying value of debt and capital lease obligations	~~347~~308,~~783~~529			~~344~~307,~~057~~367
Less current portion of long-term debt and capital lease obligations	(~~419~~259		)	(~~297~~233		)
Long-term debt and capital lease obligations	$	~~347~~308,~~364~~270		$	~~343~~307,~~760~~134

Senior Secured Notes due April 1, 2016

General. In April 2010, ITC^DeltaCom issued $325.0 million aggregate principal amount of 10.5% senior secured notes due on April 1, 2016 (the “Notes”) at an offering price of 97.857% and received net proceeds of $308.5 million after transaction fees of $9.5 million. In July 2010, the Company completed an exchange offer and exchanged the Notes for an identical series of Notes registered with the Securities and Exchange Commission. As a result of purchase accounting in the Acquisition, the Notes were recorded at acquisition date fair value. The fair value was based on publicly-quoted market prices. The resulting debt premium is being amortized over the remaining life of the Notes using the effective interest method.

Under the indenture for the Notes, following the consummation of the Acquisition, ITC^DeltaCom was required to offer to repurchase any or all of the Notes at 101% of their principal amount. The tender window was open from December 20, 2010 through January 18, 2011. As a result, approximately $0.2 million outstanding principal amount of the Notes was repurchased in January 2011 ~~and approximately $324~~.~~8 million outstanding principal amount of the Notes remains outstanding.~~

The Notes accrue interest at a rate of 10.5% per year. Interest on the Notes is payable semi-annually in cash in arrears on April 1 and October 1 of each year. The Notes mature on April 1, 2016.

Redemption. ITC^DeltaCom may redeem some or all of the Notes, at any time before April 1, 2013, at a redemption price equal to 100% of their principal amount plus a “make-whole” premium. ITC^DeltaCom may redeem some or all of the Notes at any time on or after April 1, 2013, at specified redemption prices declining from 105.250% to 100% of their principal amount. In addition, before April 1, 2013, ITC^DeltaCom may redeem up to 35% of the aggregate principal amount of the Notes at a redemption price equal to 110.5% of their principal amount with the net proceeds of certain equity offerings. During any 12-month period before April 1, 2013, ITC^DeltaCom may redeem up to 10% of the aggregate principal amount of the Notes at a redemption price equal to 103% of their principal amount. If (1) ITC^DeltaCom sells certain of its assets and does not either (a) apply the net sale proceeds to repay indebtedness under the senior secured revolving credit facility, the Notes or other indebtedness secured on a first-priority basis or (b) reinvest the net sale proceeds in its business or (2) ITC^DeltaCom experiences a change of control, it may be required to offer to purchase Notes from holders at 100% of their principal amount, in the case of a sale of assets, or 101% of their principal amount, in the case of a change of control. ITC^DeltaCom would be required to pay accrued and unpaid interest, if any, on the Notes redeemed or purchased in each of the foregoing events of redemption or purchase.

Ranking and guaranty. The Notes are ITC^DeltaCom’s general senior obligations and rank equally in right of payment with any future senior indebtedness. The Notes are secured on a first-priority basis, along with any future pari passu secured obligations, subject to specified exceptions and permitted liens, by substantially all of the assets of ITC^DeltaCom and its subsidiaries that are deemed to be restricted subsidiaries under the indenture governing the Notes. Currently all of ITC^DeltaCom subsidiaries are deemed to be restricted subsidiaries under the indenture. The Notes are guaranteed on a senior secured basis by each of ITC^DeltaCom’s restricted subsidiaries on the initial issue date of the Notes and will be guaranteed on a senior secured basis by each future domestic restricted subsidiary, other than certain excluded subsidiaries, and by any foreign restricted subsidiary that guarantees any indebtedness of ITC^DeltaCom or any domestic restricted subsidiary. The guarantees are the subsidiary guarantors’ general senior obligations and rank equally in right of payment with all of the subsidiary guarantors’ existing and future senior indebtedness.6

ITC^DELTACOM, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED - (Continued)

In addition, before April 1, 2013, ITC^DeltaCom may redeem up to 35% of the aggregate principal amount of the Notes at a redemption price equal to 110.5% of their principal amount with the net proceeds of certain equity offerings. During any 12-month period before April 1, 2013, ITC^DeltaCom may redeem up to 10% of the aggregate principal amount of the Notes at a redemption price equal to 103% of their principal amount. If (1) ITC^DeltaCom sells certain of its assets and does not either (a) apply the net sale proceeds to repay indebtedness under the senior secured revolving credit facility, the Notes or other indebtedness secured on a first-priority basis or (b) reinvest the net sale proceeds in its business or (2) ITC^DeltaCom experiences a change of control, it may be required to offer to purchase Notes from holders at 100% of their principal amount, in the case of a sale of assets, or 101% of their principal amount, in the case of a change of control. ITC^DeltaCom would be required to pay accrued and unpaid interest, if any, on the Notes redeemed or purchased in each of the foregoing events of redemption or purchase.

In December 2012, the Company exercised its right to call for the redemption of 10% of the aggregate principal amount of its outstanding ITC^DeltaCom Notes. Using funding provided by EarthLink, the Company redeemed $32.5 million aggregate principal amount of the Notes on December 6, 2012. The redemption price was equal to 103% of the principal amount thereof, plus accrued and unpaid interest. The Company recorded a gain on redemption of $0.8 million. After the redemption, $292.3 million aggregate principal amount of the Notes remained outstanding.

The subsidiary guarantors are wholly owned, directly or indirectly, by ITC^DeltaCom, Inc. and have, jointly and severally, fully and unconditionally guaranteed, to each holder of the Notes, the full and prompt performance of ITC^DeltaCom’s obligations under the Notes and the indenture governing the Notes, including the payment of principal (or premium, if any) and interest on the Notes, on an equal and ratable basis. Further, ITC^DeltaCom has no independent assets or operations, and there are no significant restrictions on the ability of its consolidated subsidiaries to transfer funds to ITC^DeltaCom in the form of cash dividends, loans or advances. ITC^DeltaCom’s assets consist solely of cash representing less than 1% of consolidated assets and investments it has made in its consolidated subsidiaries, and its operations consist solely of changes in its investment in subsidiaries and interest associated with the senior indebtedness. Based on these facts, and in accordance with Securities and Exchange Commission Regulation S-X Rule 3-10, “Financial statements of guarantors and issuers of guaranteed securities registered or being registered,” ITC^DeltaCom is not required to provide condensed consolidating financial information for the subsidiary guarantors.

Covenants. The indenture governing the Notes contains covenants that, among other things, limit ITC^DeltaCom’s ability, and the ability of ITC^DeltaCom’s restricted subsidiaries, to incur additional indebtedness, create liens, pay dividends on, redeem or repurchase ITC^DeltaCom’s capital stock, make investments or repay subordinated indebtedness, engage in sale-leaseback transactions, enter into transactions with affiliates, sell assets, create restrictions on dividends and other payments to ITC^DeltaCom from its subsidiaries, issue or sell stock of subsidiaries, and engage in mergers and consolidations. All of the covenants are subject to a number of important qualifications and exceptions under the indenture. As of ~~September~~March 3031, ~~2012~~2013, the Company was in compliance with all of its covenants.

Fair value. As of December 31, ~~2011~~2012 and ~~September~~March 3031, ~~2012~~2013, the fair value of the ITC^DeltaCom Notes was approximately $~~320~~306.69 million ~~and $351.6 million, respectively,~~ based on quoted market prices in active markets.

Capital Leases

The Company leases certain equipment that is accounted for as capital leases. Depreciation expense related to assets under capital leases is included in depreciation and amortization expense in the Condensed Consolidated Statements of Comprehensive Loss.

7~~. Income Taxes~~

The major components of the income tax provision during the three and nine months ended September 30, 2011 and 2012 are as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2012			2011			2012
	(in thousands)
Current provision	$	(261	)	$	—		$	(294	)	$	—
Deferred benefit	(384		)	(2,421		)	(5,094		)	(7,238		)
Change in valuation allowance	384			2,421			5,094			7,238
Deferred benefit	—			—			—			—
Total	$	(261	)	$	—		$	(294	)	$	—

The Company’s income tax provision is prepared on a stand-alone basis, including the determination of the need for a valuation allowance. For federal income tax purposes, the Company files a consolidated income tax return with EarthLink, its parent company. For state income tax purposes, the Company files on a combined or consolidated basis where required or allowable by law. The accounting for the Acquisition has been pushed-down in the consolidated financial statements, including the recording of deferred tax assets. EarthLink has determined that it is not necessary to report a valuation allowance for deferred tax assets on a consolidated basis. However, it is necessary to report a valuation allowance in the separate financial statements of ITC^DeltaCom. The difference in valuation allowance in ITC^DeltaCom’s financial statements is recorded to stockholders’ equity.

ITC^DELTACOM, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED - (Continued)

For the nine months ended September 30, 2012, the Company generated taxable losses for both federal and state income tax purposes which results in an income tax provision of zero and represents an effective rate of 07.~~0%.~~ ~~Because~~Income the Company reports a full valuation allowance in the separate financial statements of ITC^DeltaCom, the tax benefit of the taxable loss is not recorded resulting in a zero tax provision for the period.Taxes

The major components of the income tax provision during the three months ended March 31, 2012 and 2013 are as follows:



	Three Months Ended
	March 31,
	2012			2013
	(in thousands)
Current provision	$	(124	)	$	(14	)

Deferred benefit	487			3,490
Change in valuation allowance	(487		)	(3,490		)
Deferred benefit	—			—

Total	$	(124	)	$	(14	)

For the three months ended March 31, 2013, the Company generated taxable losses for both federal and state income tax purposes. Because the Company reports a full valuation allowance in the separate financial statements of ITC^DeltaCom, the tax benefit of the taxable loss is not recorded. As a result, the Company solely recorded an income tax provision related to prior year state tax items, which represents an effective rate of (.156)%.

The Company will reduce the valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will be realized. Provisions of the Internal Revenue Code limit an entity’s ability to utilize net operating loss carryforwards in the case of certain events, including significant changes in ownership interests.

The Company has identified its federal tax return and its state tax returns in Alabama, Florida, Georgia and North Carolina as material tax jurisdictions, for purposes of calculating its uncertain tax positions. Periods extending back to 1994 are still subject to examination for all material jurisdictions.

AsGross ~~part~~uncertain oftax ~~the~~positions ~~Acquisition,~~of $17.6 million ofhave ~~uncertain~~been ~~tax~~identified ~~positions,~~as ~~including $0.1 million~~ of ~~accrued~~December ~~interest and penalties~~31, ~~were identified~~2012. Of this amount, $15.9 million would reduce prior net operating losses if assessed. OfThe ~~the~~remaining $1.7 million has been reflected on the balance sheet, ~~$1.3~~as ~~million~~of ~~would~~December ~~result~~31, in2012 ~~tax payments~~ and ~~$0.4 million~~ would beimpact ~~offset~~the byeffective ~~net~~tax ~~operating~~rate ~~losses~~upon settlement. There were no changes to the amount of unrecognized tax benefits during the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013.

Of the total uncertain tax positions, none is expected to reverse within the next twelve months. The Company’s policy is to classify interest and penalties related to unrecognized tax benefits in income tax expense. As of December 31, ~~2011~~2012 and ~~September~~March 3031, ~~2012~~2013, the Company had $0.2 million of interest accrued.

8. ~~Related~~ ~~Party~~Commitments ~~Transactions~~and Contingencies

ITC^DeltaCom has a services agreement with EarthLink pursuant to which EarthLink and its subsidiaries provide ITC^DeltaCom certain support services in exchange for management fees. In addition, ITC^DeltaCom provides EarthLink and its subsidiaries certain support services in exchange for management fees. The management fees were determined based on the costs to provide such services. Net operating expenses for services received from and provided to EarthLink were $0.3 million and $0.4 million during the three months ended September 30, 2011 and 2012, respectively, and $1.1 million and $1.1 million during the nine months ended September 30, 2011 and 2012, respectively.

As of December 31, 2011, the Company had accounts receivable from EarthLink and its subsidiaries of approximately $0.9 million. As of September 30, 2012, the Company had accounts payable to EarthLink and its subsidiaries of approximately $0.6 million.

9. Commitments and Contingencies

Legal proceedings and other disputes

General. The Company is party to various legal proceedings and other disputes arising in the normal course of business, including, but not limited to, regulatory audits, trademark and patent infringement, billing disputes, rights of access, tax, consumer protection, employment and tort. The Company accrues for such matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Where it is probable that a liability has been incurred and there is a range of expected loss for which no amount in the range is more likely than any other amount, the Company accrues at the low end of the range. The Company reviews its accruals each reporting period.

The Company's management believes that there are no disputes, litigation or other legal proceedings, audits or disputes asserted or pending against the Company that could have, individually or in the aggregate, a material adverse effect on its financial position, results of operations or cash flows, and believes that adequate provision for any probable and estimable losses has been made in the Company's condensed consolidated financial statements. However, the ultimate result of any current or future litigation or other legal proceedings, audits or disputes is inherently unpredictable and could result in liabilities that are higher than currently predicted. 8

ITC^DELTACOM, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED - (Continued)

~~Regulatory~~The Company's management believes that there are no disputes, litigation or other legal proceedings, audits. ~~During~~or disputes asserted or pending against the ~~second~~Company ~~quarter~~that ofcould ~~2012~~have, individually or in the ~~Company~~aggregate, ~~recorded~~a anmaterial ~~$8.3~~adverse ~~million~~effect ~~charge~~on asits ~~cost~~financial position, results of ~~revenue~~operations toor ~~increase~~cash ~~its~~flows, ~~reserves~~and believes that adequate provision for ~~regulatory~~any ~~audits,~~probable ~~primarily~~and anestimable ~~audit~~losses ~~currently~~has ~~being~~been ~~conducted~~made byin the ~~Universal~~Company's ~~Service~~condensed ~~Administrative~~consolidated ~~Company~~financial onstatements. However, ~~Universal~~the ~~Service~~ultimate ~~Fund~~result ~~assessments~~of ~~and~~any ~~payments~~current or future litigation or other legal proceedings, ~~because~~audits ~~the~~or ~~amount~~disputes ~~became~~is ~~probable~~inherently unpredictable and ~~estimable~~could ~~during~~result ~~the~~in ~~period~~liabilities that are higher than currently predicted.

Regulatory audits. The Company is subject to regulatory audits in the ordinary course of business with respect to various matters, including audits by the Universal Service Administrative Company on Universal Service Fund assessments and payments. These audits can cover periods for several years prior to the date the audit is undertaken and could result in the imposition of liabilities, interest and penalties if the Company's positions are not accepted by the auditing entity. The Company's financial statements contain reserves for certain of such potential liabilities.

Patents. From time to time, the Company receives notices of infringement of patent rights from parties claiming to own patents related to certain of the Company's services and products. Certain of these claims are made by patent holding companies that are not operating companies. The alleging parties generally seek royalty payments for prior use as well as future royalty streams. Most of these matters are in preliminary stages. The Company intends to vigorously defend its position with respect to all of these matters and payment amounts, if any, are not estimable at this time.

Billing disputes. The Company is periodically involved in disputes related to its billings to other carriers for access to its network. The Company does not recognize revenue related to such matters until the period that it is reasonably assured of the collection of these claims. In the event that a claim is made related to revenues previously recognized, the Company assesses the validity of the claim and adjusts the amount of revenue being recognized to the extent that the claim adjustment is considered probable and estimable.

The Company periodically disputes network access charges that it is assessed by other companies with which the Company interconnects. The Company maintains adequate reserves for anticipated exposure associated with these billing disputes. The reserves are subject to changes in estimates and management judgment as new information becomes available. In view of the length of time historically required to resolve these disputes, they may be resolved or require adjustment in future periods and relate to costs invoiced, accrued or paid in prior periods.

Regulation

The Company's services are subject to varying degrees of federal, state and local regulation. These regulations are subject to ongoing proceedings at federal and state administrative agencies or within state and federal judicial systems. Results of these proceedings could change, in varying degrees, the manner in which the Company operates. The Company cannot predict the outcome of these proceedings or their effect on the Company's industry generally or upon the Company specifically.

~~10. Subsequent Event~~9

In October 2012, the Company announced plans to exercise its right to call for the redemption of 10% of the aggregate principal amount of its outstanding ITC^DeltaCom Notes. The Company intends to redeem $32.5 million aggregate principal amount of the ITC^DeltaCom Notes on December 6, 2012. The redemption price shall be equal to 103% of the principal amount thereof, plus accrued and unpaid interest. Upon completion of the redemption, $292.3 million aggregate principal amount of the ITC^DeltaCom Notes will remain outstanding.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Certain statements in this Quarterly Report on Form 10-Q are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. The words “estimate,” “plan,” “intend,” “expect,” “anticipate,” “believe” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are found at various places throughout this report. ITC^DeltaCom disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Although ITC^DeltaCom believes that its expectations are based on reasonable assumptions, it can give no assurance that its goals will be achieved. Important factors that could cause actual results to differ from estimates or projections contained in the forward-looking statements are described under “Safe Harbor Statement” in this Item 2.

The following discussion should be read in conjunction with the accompanying unaudited Condensed Consolidated Financial Statements and related Notes thereto and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited Consolidated Financial Statements and the Notes thereto contained in the Annual Report on Form 10-K for the year ended December 31, ~~2011~~2012.

Overview

ITC^DeltaCom, Inc., together with its consolidated subsidiaries, provides integrated communications services in the southeastern United States. We operate one reportable segment. We provide a broad range of data and voice communications services to business customers, including high-speed or broadband data communications, local exchange, long-distance, mobile data and voice and equipment services. We also sell transmission capacity to other communications providers on a wholesale basis. We offer these services primarily over our regional fiber optic network.

In December 2010, we were acquired by EarthLink, Inc. (“EarthLink”) for $3.00 per share, with ITC^DeltaCom, Inc. surviving as a wholly-owned subsidiary of EarthLink (the “Acquisition”). Subsequent to the Acquisition, our integrated communication services were rebranded as EarthLink Business and our wholesale services were rebranded as EarthLink Carrier, an EarthLink Business company.

Acquisition

On March 2, 2011, we acquired Saturn Telecommunication Services Inc. and affiliates (“STS Telecom”), a privately-held provider of IP communication and information technology services to small and medium-sized businesses primarily in Florida. STS Telecom operates a sophisticated VoIP platform. The primary reason for the acquisition was to leverage STS Telecom’s expertise in managed hosted VoIP as part of our VoIP offerings.

Revenue Sources

We provide a broad range of data, voice and equipment services to businesses and communications carriers. We present our revenue in the following three categories: (1) retail services, which includes data, voice and mobile data and voice services provided to business customers; (2) wholesale services, which includes the sale of transmission capacity to other telecommunications carriers; and (3) other services, which includes the sale of customer premises equipment. Our retail customers range from large enterprises with many locations, to small and medium-sized multi-site businesses, to business customers with one site. Our wholesale customers consist primarily of telecommunications carriers and network resellers. Revenues generally consist of monthly recurring fees; usage fees; installation fees; termination fees and equipment sales.

Trends in our Business

WeOur ~~operate~~financial inresults ~~the communications industry. The communications industry is highly competitive, and we expect this competition to intensify. These markets~~ are rapidly changing due to industry consolidation, an evolving regulatory environment and the emergence of new technologies. Merger and acquisition transactions have created more significant competitors for us and have reduced the number of vendors from which we may purchase network elements we leverage to operate our business. Certain of our revenues, specifically traditional voice services, have been declining due to competitive pressures in the industry, and we expect this trend to continue. In addition, we expect revenues to be adversely impacted ~~as a result of new rules recently adopted~~ by ~~the~~several ~~FCC~~significant ~~regarding intercarrier compensation. The new rules include the elimination of terminating switched access rates and other per-minute terminating charges between service providers by 2018~~trends, ~~through~~which ~~annual~~are ~~reductions~~described ~~in the rates~~below.

11Industry factors. We operate in the communications industry, which is characterized by intense competition, industry consolidation resulting in larger competitors, an evolving regulatory environment, changing technology and changes in customer needs. We expect these trends to continue. In addition, merger and acquisition transactions and other factors have reduced the number of vendors from which we may purchase network elements that we leverage to operate our business.

Revenue declines. Our traditional voice services have been declining due to competitive pressures and changes in the industry, and we expect this trend to continue. Churn has been improving, but the rate of new customer bookings of legacy products have not kept up with expectations. In addition, revenues have been adversely impacted as a result of rules adopted by the FCC in late 2011 regarding intercarrier compensation. The rules include the elimination of terminating switched access rates and other per-minute terminating charges between service providers by 2018, through annual reductions in the rates. To counteract trends in our revenue, we are focused on building long-term customer relationships based a customizable communications portfolio using a blend of access technologies for connectivity and personalized customer service. However, we expect to continue to experience pressure on revenue.

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~~Our~~Economic conditions. Many of our existing and target customers are ~~particularly~~small ~~exposed~~and medium-sized businesses. We believe these businesses are more likely to abe ~~weak~~affected ~~economy~~by economic downturns than larger, more established businesses. We believe that the financial and economic pressures faced by our customers in this environment of diminished consumer spending, corporate downsizing and tightened credit have had, and may continue to have, an adverse effect on our results of operations, including longer sales cycles and increased customer demands for price reductions in connection with contract renewals. Additionally, our consumer access services are discretionary and dependent upon levels of consumer spending. Unfavorable economic conditions could cause customers to slow spending in the future, which could adversely affect our revenues and churn.

To counteract trends in our revenue, we are focused on building long-term customer relationships based a customizable communications portfolio using a blend of access technologies for connectivity and personalized customer service. However, we have and may continue to experience pressure on revenue and operating expenses for our business services as a result of competition, changes in technology or current economic conditions.

Results of Operations

The following table sets forth statement of operations data for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011~~2012 and ~~2012~~2013:

Three Months Ended

~~Nine Months Ended~~

September 30,

March 31,

2011

2012

2011

2012

2013

(in thousands)

Revenues:

Retail services

9289,~~260~~615

8683,~~314~~376

~~273,497~~

~~264,012~~

Wholesale services

1719,~~952~~015

18,~~767~~367

~~53,100~~

~~57,544~~

Other services

3,~~151~~325

43,~~039~~443

~~10,361~~

~~11,107~~

Total revenues

~~113~~111,~~363~~955

~~109~~105,~~120~~186

~~336,958~~

~~332,663~~

Operating costs and expenses:

Cost of revenues (exclusive of depreciation and amortization shown separately below)

54,~~020~~540

5549,~~737~~963

~~163,944~~

~~173,552~~

Selling, general and administrative (exclusive of depreciation and amortization shown separately below)

3233,~~739~~615

3435,~~421~~780

~~105,745~~

~~101,918~~

Depreciation and amortization

1817,~~286~~329

17,~~872~~924

~~53,182~~

~~52,969~~

Acquisition and integration-related costs

1,664

1,170

3,546

1,958

Restructuring, acquisition and integration-related costs

274

3,615

Total operating costs and expenses

~~106~~105,~~709~~758

~~109~~107,~~200~~282

~~326,417~~

~~330,397~~

Income (loss) from operations

6,~~654~~197

(802,096

)

~~10,541~~

~~2,266~~

Interest expense and other, net

(7,~~687~~515

)

(76,~~571~~859

)

~~(23,378~~

)

~~(22,709~~

)

Loss before income taxes

(1,~~033~~318

)

(78,~~651~~955

)

~~(12,837~~

)

~~(20,443~~

)

Income tax provision

(~~261~~124

)

—(14

)

~~(294~~

)

—

Net loss

(1,~~294~~442

)

(78,~~651~~969

)

~~(13,131~~

)

~~(20,443~~

)

1211

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The following table sets forth certain operating data as of ~~September~~March 3031, ~~2011~~2012 and ~~2012~~2013:

	September 30, 2011	September 30, 2012
	March 31, 2012	March 31, 2013
Colocations (1)	~~298~~299	~~299~~373
Voice and data switches	2021	2124
Employees (2)	1,~~259~~146	1,~~213~~106
Retail business voice lines in service (3)
UNE-T and other UNE lines (4)	372,~~443~~170	~~369~~366,~~762~~503
Resale and UNE-P lines (5)	43,~~277~~066	4139,~~603~~039
Total retail voice lines in service	415,~~720~~236	~~411~~405,~~365~~542
Wholesale lines in service (6)	5,~~612~~359	54,~~083~~784
Total business lines in service (7)	~~421~~420,~~332~~595	~~416~~410,~~448~~326

_________________

(1) Two colocations in the same physical facility are reflected as one location.

(2) Includes full-time and part-time employees.

(3) Lines in service include only voice lines in service. Conversion of data services provided to customers to a voice line

equivalent is excluded.

(4) Facilities-based service offering in which we provide local transport through our owned and operated switching

facilities.

(5) Resale service offerings in which we provide local and mobile services.

(6) Represents primary rate interface circuits provided as part of our local interconnection services for Internet service

providers.

(7) Reported net of lines disconnected or canceled.

Revenues

The following table presents revenues by groups of similar services for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011~~2012 and ~~2012~~2013:

Three Months Ended

~~Nine Months Ended~~

September 30,

Change

September 30,

Change

March 31,

Change

2011

2012

Dollars

Percent

2011

2012

Dollars

Percent

2012

2013

Dollars

Percent

(dollars in thousands)

Retail services

9289,~~260~~615

8683,~~314~~376

(56,~~946~~239

)

(~~6)%~~7

~~273,497~~

~~264,012~~

~~(9,485~~

)

~~(3)%~~

Wholesale services

1719,~~952~~015

18,~~767~~367

~~815~~(648

)

5%(3

~~53,100~~

~~57,544~~

~~4,444~~

Other services

3,~~151~~325

43,~~039~~443

~~888~~118

~~28%~~4

~~10,361~~

~~11,107~~

~~746~~

Total revenues

~~113~~111,~~363~~955

~~109~~105,~~120~~186

(46,~~243~~769

)

(~~4)%~~6

~~336,958~~

~~332,663~~

~~(4,295~~

)

~~(1)%~~

Retail services. The ~~decreases~~decrease in retail services revenues during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013 compared to the prior year ~~periods~~period ~~were~~was primarily attributable to a decrease in local and long-distance voice service revenues due to competition in the industry. Retail voice revenues and voice lines in service have been decreasing due to competition in the industry and customers migrating to more advanced services. We expect this trend to continue. Also contributing to the decrease was a decrease in carrier access billing revenues due to ~~new~~ rules adopted by the FCC in November 2011 regarding intercarrier compensation. The new rules ~~include~~included the elimination of terminating switched access rates and other per-minute terminating charges between service providers by 2018, through annual reductions in the rates. The decrease in revenues from our retail services during the nine months ended September 30, 2012 compared to the prior year period was partially offset by the inclusion of STS Telecom revenues for a full period in 2012 compared to a partial period in 2011. The results of operations of STS Telecom have been included since the acquisition date on March 2, 2011.

Wholesale services. The ~~increases~~decrease in wholesale services revenues during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013 compared to the prior year ~~periods~~period ~~were~~was primarily attributable to ~~increases~~a decrease in ~~broadband~~wholesale ~~capacity~~lines ~~revenues~~in ~~and voice revenues~~service.

13Other services. The change in revenues from other services during the three months ended March 31, 2013 compared to the prior year period resulted from a change in volumes of telephone systems sold.

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Partially offsetting the increases was a decrease in local interconnection revenues resulting from a decrease in local interconnection lines.

Other services. The change in revenues from other services during the three and nine months ended September 30, 2012 compared to the prior year periods resulted from a change in volumes of telephone systems sold.

Cost of revenues

The following table presents cost of revenues for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011~~2012 and ~~2012~~2013:

	Three Months Ended									~~Nine Months Ended~~
	September 30,				Change					September 30,				Change
	March 31,				Change
	2011		2012		Dollars			Percent		2011		2012		Dollars		Percent
	2012		2013		Dollars			Percent
	(dollars in thousands)
Cost of revenues	$	54,~~020~~540	$	5549,~~737~~963	$	1(4,~~717~~577	)	3(8	)%	$	~~163,944~~	$	~~173,552~~	$	~~9,608~~	6	%

Cost of revenues includes costs directly associated with providing services to our customers. Cost of revenues primarily consists of the cost of connecting customers to our networks via leased facilities; the costs of leasing components of our network facilities; costs paid to third-party providers for interconnect access and transport services; and the costs of equipment sold to customers. We utilize other carriers to provide services where we do not have facilities. We utilize a number of different carriers to terminate our long distance calls outside the southeastern United States. The provision of local services over our network generally reduces the amounts we otherwise would be required to pay to other telephone companies to use their networks and facilities in order to provide local services related to the decline in revenues for these services.

The ~~increase~~decrease in cost of revenues during the three months ended ~~September~~March 3031, ~~2012~~2013 compared to the prior year period was primarily due to ana ~~increase~~decline in ~~reserves~~local ~~for~~voice ~~billing~~services ~~disputes~~and ~~with~~interconnection ~~certain vendors~~services. Also ~~The~~contributing ~~increase in cost of revenues during the nine month period~~ was ~~primarily~~a ~~due~~favorable toadjustment anresulting ~~$8.3~~from ~~million charge recorded in~~ the ~~second~~renegotiation ~~quarter~~ of ~~2012 to increase our reserves for regulatory audits, primarily~~ an ~~audit~~indefeasible ~~currently~~rights being conducted by the Universal Service Administrative Company on previous Universal Service Fund assessments and payments, as well as the inclusion of STS Telecom cost of revenues for a full period in 2012 compared to ause ~~partial period in 2011~~agreement. ~~Partially offsetting these increases was a decline in local voice services and interconnection services.~~

Selling, general and administrative expense

The following table presents our selling, general and administrative expenses for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011~~2012 and ~~2012~~2013:

	Three Months Ended								~~Nine Months Ended~~
	September 30,				Change				September 30,				Change
	March 31,				Change
	2011		2012		Dollars		Percent		2011		2012		Dollars			Percent
	2012		2013		Dollars		Percent
	(dollars in thousands)
Selling, general and administrative expenses	$	3233,~~739~~615	$	3435,~~421~~780	$	12,~~682~~165	56	%	$	~~105,745~~	$	~~101,918~~	$	~~(3,827~~	)	(4	)%

Selling, general and administrative expenses consist of expenses related to sales and marketing, customer service, network operations, information technology, regulatory, billing and collections, corporate administration, and legal and accounting. Such costs include salaries and related employee costs (including stock-based compensation), outsourced labor, professional fees, property taxes, travel, insurance, rent, advertising and other administrative expenses.

The increase in selling, general and administrative expense during the three months ended ~~September~~March 3031, ~~2012~~2013 compared to the prior year period was primarily attributable to aan ~~favorable~~increase ~~tax settlement recognized during the three months ended September 30, 2011, offset by decreases~~ in ~~personnel~~people-related costs, stock-based compensation, ~~facilities~~expense ~~costs, professional fees~~ and ~~certain~~regulatory other corporate overhead expenses. The decrease in selling, general and administrative expense during the nine month period was primarily attributable to decreases in personnel-related costs, stock-based compensation, facilities costs, professional fees, ~~outsourced labor~~ and ~~other corporate overhead expenses~~assessments. These decreases were primarily driven by a reduction in headcount over the past year. Partially offsetting this was the inclusion of STS Telecom’s selling, general and administrative expenses for a full

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period in 2012 compared to a partial period in 2011 and the favorable tax settlement recognized during the nine months ended September 30, 2011.

Depreciation and amortization

The following table presents our depreciation and amortization expense for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011~~2012 and ~~2012~~2013:

	Three Months Ended									~~Nine Months Ended~~
	September 30,				Change					September 30,				Change
	March 31,				Change
	2011		2012		Dollars			Percent		2011		2012		Dollars			Percent
	2012		2013		Dollars			Percent
	(dollars in thousands)
Depreciation expense	$	1110,~~477~~550	$	11,~~094~~413	$	~~(383~~863	)	(38	)%	$	~~33,544~~	$	~~32,634~~	$	~~(910~~	)	(3	)%
Amortization expense	6,~~809~~779		6,~~778~~511		(31268		)	—(4	)%	~~19,638~~		~~20,335~~		~~697~~			4	%
Total	$	1817,~~286~~329	$	17,~~872~~924	$	~~(414~~595	)	(23	)%	$	~~53,182~~	$	~~52,969~~	$	~~(213~~	)	—	%

Depreciation and amortization includes depreciation of property and equipment and amortization of definite-lived intangible assets acquired in purchases of businesses. Property and equipment is depreciated using the straight-line method over the estimated useful lives of the various asset classes. Leasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful life or the remaining term of the lease. Definite-lived intangible assets, which primarily consist of customer relationships, developed technology and trade names, are amortized on a straight-line basis over their estimated useful lives, which range from three to six years. The customer relationships are being amortized using the straight-line method because this matches the estimated cash flow generated by such asset, and the developed technology and trade name are being amortized using the straight-line method because a pattern to which the expected benefits will be consumed or otherwise used up could not be reliably determined.13

The decreases in depreciation expense during the three and nine months ended September 30, 2012 compared to the prior year periods were primarily attributable to property and equipment becoming fully depreciated over the past year. The increase in amortization expense during the nine months ended September 30, 2012 compared to the prior year period was due to an increase in amortization expense associated with the identifiable intangible asset established in connection with our acquisition of STS Telecom resulting from including a full period of expense in 2012 compared to a partial period in 2011.

Acquisition and integration-related costs

	Three Months Ended									Nine Months Ended
	September 30,				Change					September 30,				Change
	2011		2012		Dollars			Percent		2011		2012		Dollars			Percent
	(dollars in thousands)
Severance and retention costs	$	1,530	$	363	$	(1,167	)	(76	)%	$	2,748	$	904	$	(1,844	)	(67	)%
Integration-related costs	134		487		353			263	%	622		734		112			18	%
Transaction-related costs	—		320		320			—	%	176		320		144			82	%
Total acquisition and integration-related costs	$	1,664	$	1,170	$	(494	)	(30	)%	$	3,546	$	1,958	$	(1,588	)	(45	)%

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The increase in depreciation expense during the three months ended March 31, 2013 compared to the prior year period was primarily attributable to an increase in capital expenditures during the period. The decrease in amortization expense during the three months ended March 31, 2013 compared to the prior year period was due to assets becoming fully amortized over the past year.

Restructuring, acquisition and integration-related costs

Restructuring, acquisition and integration-related costs consist of costs related to restructuring, acquisition and integration-related activities. Such costs include: 1) severance and retention costs; 2) integration-related costs, such as system conversion, rebranding costs and integration-related consulting and employee costs; and 3) facility-related costs, such as lease termination and asset impairments. Restructuring, acquisition and integration-related costs are expensed in the period in which the costs are incurred and the services are received and are included in restructuring, acquisition and integration-related costs in the Condensed Consolidated Statements of Comprehensive Loss. Restructuring, acquisition and integration-related costs consisted of the following during the three months ended March 31, 2012 and 2013:



	Three Months Ended
	March 31,				Change
	2012		2013		Dollars		Percent
	(dollars in thousands)
Severance and retention costs	$	263	$	1,494	$	1,231	468	%
Integration-related costs	11		911		900		*
Facility-related costs	—		1,210		1,210		*
Total restructuring, acquisition and integration-related costs	$	274	$	3,615	$	3,341	*

_________________

* Denotes the percentage is not meaningful.

The increase in acquisition and integration-related costs compared to the prior year period was primarily due to an increase in integration-related costs such as severance costs incurred to eliminate duplicate positions and gain synergies, costs to exit duplicate facilities, and costs to integrate operating support systems and networks. During the first quarter of 2013, we restructured our sales organization in order to better meet the needs of the IT services market, which resulted in a reduction in our sales workforce and some office closings. We also decided to exit telecom systems sales early in 2013 to enable focus on our hosted VoIP platform for new voice customers, which resulted in a small number of position eliminations.

Interest expense and other, net

The following table presents our interest expense and other, net, for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011~~2012 and ~~2012~~2013:

	Three Months Ended										~~Nine Months Ended~~
	September 30,						Change				September 30,						Change
	March 31,						Change
	2011			2012			Dollars		Percent		2011			2012			Dollars		Percent
	2012			2013			Dollars		Percent
	(dollars in thousands)
Interest expense and other, net	$	(7,~~687~~515	)	$	(76,~~571~~859	)	$	~~116~~656	(29	)%	$	~~(23,378~~	)	$	~~(22,709~~	)	$	~~669~~	(3	)%

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Interest expense and other, net, is primarily comprised of interest expense incurred on our outstanding indebtedness, including our 10.5% senior secured notes due 2016 (the “Notes”) and capital leases; amortization of debt premium; interest income earned on our cash and cash equivalents; and other miscellaneous income and expense items.

The ~~decreases~~decrease in interest expense and other, net, during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013 compared to the prior year ~~periods~~period ~~were~~was primarily attributable to athe ~~decrease~~redemption ~~in loss on sale and disposal~~ of ~~fixed~~$32.5 ~~assets~~million ~~and~~aggregate anprincipal ~~increase~~amount ~~in amortization~~ of ~~the debt premium on~~ our ~~debt recorded in the Acquisition. As a result of EarthLink’s acquisition of us, the~~ Notes ~~were recorded at acquisition date fair value. The fair value was based~~ on ~~publicly-quoted~~December ~~market~~6, ~~prices~~2012. ~~The resulting debt premium is being amortized over the remaining life of the Notes using the effective interest method.~~

Income Tax Provision

During the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013, we generated taxable losses for both federal and state income tax purposes. ~~which~~As ~~resulted~~a inresult, we solely recorded an income tax provision ofrelated ~~zero~~to prior year state tax items. We utilize the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the difference between the financial and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance has been recorded against deferred tax assets, as we are unable to conclude under relevant accounting standards that it is more likely than not that deferred tax assets will be realizable on a stand-alone basis.

ToWe ~~the~~will ~~extent~~reduce wethe ~~report~~valuation ~~income~~allowance inwhen, ~~future~~based ~~periods,~~on wethe ~~intend~~weight toof ~~use~~available ~~our~~evidence, ~~net~~it ~~operating~~is ~~loss~~more ~~carryforwards~~likely tothan ~~the~~not ~~extent~~that ~~available~~some toportion ~~offset~~or ~~taxable~~all ~~income~~of ~~and~~the ~~reduce~~deferred ~~cash~~tax ~~outflows~~assets ~~for~~will ~~income~~be ~~taxes~~realized. ~~Our~~Provisions ~~ability~~of tothe ~~use~~Internal ~~our~~Revenue ~~federal~~Code ~~and~~limit ~~state~~an ~~net~~entity’s ~~operating~~ability ~~loss~~to ~~carryforwards~~utilize ~~and~~net ~~federal~~operating ~~and~~loss ~~state tax credit~~ carryforwards ~~may~~in bethe ~~subject~~case toof ~~restrictions attributable to~~ certain ~~transactions~~events, ~~such~~including assignificant ~~equity transactions in the future resulting from~~ changes in ownership ~~as defined under the Internal Revenue Code~~interests.

Liquidity and Capital Resources

The following table sets forth summarized cash flow data for the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012 and ~~2012~~2013:

	Nine Months Ended						Change
	Three Months Ended						Change
	September 30, 2011			September 30, 2012			Dollars			Percent
	March 31, 2012			March 31, 2013			Dollars			Percent
	(dollars in thousands)
Net cash provided by operating activities	$	3724,~~329~~646		$	5323,~~027~~379		$	15(1,~~698~~267	)	42(5	)%
Net cash used in investing activities	(5713,~~184~~858		)	(2720,~~012~~023		)	30(6,~~172~~165		)	~~(53~~44	)%
Net cash provided by (used in) financing activities	26,486			(291		)	(26,777		)	(101	)%
Net cash used in financing activities	(99		)	(74		)	25			(25	)%
Net increase in cash and cash equivalents	$	610,~~631~~689		$	253,~~724~~282		$	19(7,~~093~~407	)	~~288~~(69	)%

Operating activities

Net cash provided by operating activities ~~increased~~decreased during the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 compared to the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012 primarily due to anthe ~~increase~~overall decrease in ~~accounts~~revenue ~~payable~~as ~~and~~well ~~accrued~~as ~~liabilities,~~a ~~primarily~~decrease in working capital related to timing of ~~certain~~accounts ~~payments~~receivable, toprepaid ~~network providers. Also contributing to the increase was a reduction in operating~~ expenses, ~~a decrease in cash used for severance~~ and other ~~acquisition-related~~assets ~~expenses~~ and ~~incremental~~accounts ~~cash generated by the operating activities of STS Telecom~~payable.

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Investing activities

Cash used in investing activities ~~decreased~~increased during the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 compared to the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012 primarily due to a $225.94 million ofincrease ~~cash~~in ~~paid~~purchases toof ~~acquire~~property ~~STS~~and ~~Telecom~~equipment ~~during~~as ~~the~~we ~~nine~~expand ~~months~~our ~~ended~~fiber ~~September 30,~~network ~~2011.~~and Noupgrade ~~cash~~our ~~was~~network ~~used~~and ~~for~~technology ~~acquisitions during the nine months ended September 30, 2012~~infrastructure. ~~Also contributing to the decrease was a $7.3 million decrease in capital expenditures.~~

Financing activities

Cash ~~provided by (~~used in) financing activities decreased during the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 compared to the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012 primarily due to a ~~$30.0~~slight million investment by EarthLink during the nine months ended September 30, 2011 to fund the STS Telecom acquisition. No investments were made by EarthLink during the nine months ended September 30, 2012. Partially offsetting this change was a decrease in ~~repayment~~cash ofused ~~debt~~for ~~and~~repayments ~~capital lease obligations. During the nine months ended September 30, 2011, we repaid $3.0 million~~ of long-term debt ~~assumed in the STS Telecom acquisition~~ and ~~repurchased approximately $0.2 million outstanding principal amount of the Notes. During the nine months ended September 30, 2012, we repaid $0.4 million of~~ capital lease obligations.

Future Uses of Cash

Our primary future cash requirements will be for outstanding indebtedness, capital expenditures and general business working capital requirements.

Debt and interest. We expect to use cash related to our outstanding indebtedness, including payments for interest. ~~In October 2012, we announced plans to redeem 10%, or $32.5 million aggregate principal amount, of our outstanding Notes at a redemption price of 103% pursuant to the terms of the related indenture.~~ We also may use additional cash to redeem our Notes in accordance with the terms of the related indenture, to purchase them in the open market or to refinance with new debt.

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Capital expenditures. We believe that to remain competitive with much larger communications companies, we will require significant additional capital expenditures to enhance and operate our fiber network. We plan to make capital expenditures relating to acquiring new customers and to maintain and upgrade our network and technology infrastructure. The actual amount of capital expenditures may fluctuate due to a number of factors which are difficult to predict and could change significantly over time. Additionally, technological advances may require us to make capital expenditures to develop or acquire new equipment or technology in order to replace aging or obsolete equipment.

Other. We also expect to use cash for required payment of wages and salaries to employees, purchase of network capacity and access under contracts, and payment of fees for other goods and services, including maintenance and commission payments.

Our cash requirements depend on numerous factors, including the costs required to maintain our network infrastructure, costs required to integrate our acquisitions, the outcome of various telecommunications-related disputes and proceedings, the pricing of our services, and the level of resources used for our sales and marketing activities, among others.

Sources of Cash

Our principal sources of liquidity are our cash and cash equivalents, as well as the cash flow we generate from our operations. During the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012 and ~~2012~~2013, we generated $3724.36 million and $5323.04 million in cash from operations, respectively. As of ~~September~~March 3031, ~~2012~~2013, we had $6035.76 million in cash and cash equivalents.

We believe that our cash on hand and the cash flows we expect to generate from operations under our current business plan will provide us with sufficient funds to enable us to fund our planned capital expenditures, satisfy our debt service requirements, and meet our other cash needs under our current business plan for at least the next 12 months. Our ability to meet all of our cash needs during the next 12 months and thereafter could be adversely affected by various circumstances, including an increase in customer attrition, employee turnover, service disruptions and associated customer credits, acceleration of critical operating payables, lower than expected collections of accounts receivable, and other circumstances outside of our immediate and direct control. We may determine that it is necessary or appropriate to obtain additional funding through new debt financing to address such contingencies or changes to our business plan. We cannot provide any assurance as to whether, or as to the terms on which, we would be able to obtain such debt financing, which would be subject to limitations imposed by covenants contained in our Notes and which would be negatively affected by adverse developments in the credit and capital markets.

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Debt Covenants

Under the indenture governing our Notes, acceleration on principal payments would occur upon payment default or violation of debt covenants. We were in compliance with all covenants under the indenture governing our Notes as of ~~September~~March 3031, ~~2012~~2013.

Off-Balance Sheet Arrangements

As of ~~September~~March 3031, ~~2012~~2013, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

~~Related Party Transactions~~16

WeTable ~~have~~of a services agreement with EarthLink pursuant to which EarthLink and its subsidiaries provide us certain support services in exchange for management fees. In addition, we provide EarthLink and its subsidiaries certain support services in exchange for management fees. The management fees are determined based on the costs to provide such services. Net operating expenses for services received from and provided to EarthLink were $0.3 million and $0.4 million during the three months ended September 30, 2011 and 2012, respectively, and $1.1 million and $1.1 million during the nine months ended September 30, 2011 and 2012, respectively.Contents

Safe Harbor Statement

The Management’s Discussion and Analysis and other portions of this Quarterly Report on Form 10-Q include “forward-looking” statements (rather than historical facts) that are subject to risks and uncertainties that could cause actual results to differ materially from those described. Although we believe that the expectations expressed in these forward-looking statements are reasonable, we cannot promise that our expectations will turn out to be correct. Our actual results could be materially different from and worse than our expectations. With respect to such forward-looking statements, we seek the protections afforded by the Private Securities Litigation Reform Act of 1995. These risks and uncertainties (1) that if we are unable to adapt to changes in technology and customer demands, we may not remain competitive, and our revenues and operating results could suffer; (2) that unfavorable general economic conditions could harm our business; (3) that we face significant competition in the communications industry that could reduce our profitability; (4) that decisions by the Federal Communications Commission relieving incumbent carriers of certain regulatory requirements, and possible further deregulation in the future, may restrict our ability to provide services and may increase the costs we incur to provide these services; (5) that if we are unable to interconnect with AT&T and other incumbent carriers on acceptable terms, our ability to offer competitively priced local telephone services will be adversely affected; (6) that our operating performance will suffer if we are not offered competitive rates for the access services we need to provide our long distance services; (7) that we may experience reductions in switched access and reciprocal compensation revenue; (8) that failure to obtain and maintain necessary permits and rights-of-way could interfere with our network infrastructure and operations; (9) that we have substantial business relationships with several large telecommunications carriers, and some of our customer agreements may not continue due to financial difficulty, acquisitions, non-renewal or other factors, which could adversely affect our wholesale revenue and results of operations; (10) that we obtain a majority of our network equipment and software from a limited ~~numbers~~number of third-party suppliers; (11) that wework ~~may~~stoppages beexperienced ~~unable~~by toother ~~hire~~communications ~~and~~companies ~~retain~~on ~~sufficient~~whom ~~qualified~~we ~~personnel,~~rely ~~including~~for ~~sales~~service ~~personnel,~~could ~~and~~adversely ~~that~~impact ~~the loss of any of~~ our ~~key~~ability ~~executive~~to ~~officers~~provision ~~could~~and ~~adversely~~service ~~affect~~our uscustomers; (12) that ~~privacy~~if ~~concerns~~we, ~~relating~~or other industry participants, are unable to ~~our~~successfully ~~business~~defend ~~could~~against ~~damage~~disputes ~~our~~or ~~reputation~~legal ~~and~~actions, ~~deter~~we ~~current~~could ~~and~~face ~~potential~~substantial ~~users~~liabilities ~~from~~or ~~using~~suffer harm to our ~~services~~financial and operational prospects; (13) that ~~security~~we ~~breaches~~may ~~could~~be ~~damage~~accused ~~our~~of ~~reputation~~infringing upon the intellectual property rights of third parties, which is costly to defend and ~~harm~~could limit our ~~operating~~ability ~~results~~to use certain technologies in the future; (14) that ~~interruption~~we ormay ~~failure~~not ofbe ~~our~~able ~~network~~to ~~and~~protect ~~information~~our ~~systems~~intellectual ~~and~~property; ~~other~~(15) ~~technologies~~that ~~could~~we ~~impair~~may ~~our~~be ~~ability~~unable to ~~provide~~hire ~~our~~and ~~services~~retain sufficient qualified personnel, ~~which~~and ~~could~~the ~~damage~~loss of any of our ~~reputation~~key ~~and~~executive ~~harm~~officers ~~our~~could ~~operating~~adversely ~~results~~affect us; (1516) that our business depends on effective business support systems and processes; (1617) that ~~government~~privacy ~~regulations~~concerns ~~could~~relating ~~adversely~~to ~~affect~~ our business orcould ~~force~~damage usour toreputation ~~change~~and ~~our~~deter ~~business~~current ~~practices~~ and ~~that~~potential weusers ~~are~~from ~~subject~~using toour ~~regulatory audits~~services; (1718) that cyber security breaches could harm our business; ~~may~~(19) ~~suffer~~that ifinterruption ~~third~~or ~~parties~~failure ~~are~~of ~~unable~~our tonetwork ~~provide~~and ~~services~~information orsystems ~~terminate~~and ~~their~~other ~~relationships~~technologies ~~with~~could ~~us;~~impair ~~(18)~~our ~~that~~ability weto ~~may~~provide ~~not~~our beservices, ~~able~~which tocould ~~protect~~damage our ~~intellectual~~reputation ~~property~~and harm our operating results; (1920) that wegovernment ~~may~~regulations becould ~~accused~~adversely ofaffect ~~infringing~~our ~~upon~~business ~~the~~or ~~intellectual~~force ~~property~~us ~~rights~~to ofchange ~~third~~our ~~parties,~~business ~~which~~practices; is(21) ~~costly~~that toregulatory ~~defend~~audits ~~and~~have ~~could~~in ~~limit~~the ~~our~~past, ~~ability~~and tocould ~~use~~in ~~certain~~the ~~technologies~~future, result in ~~the~~increased ~~future~~costs; (2022) that ifour webusiness ~~are~~may ~~unable~~suffer toif ~~successfully~~third ~~defend~~parties ~~against~~are ~~legal~~unable ~~actions,~~to weprovide ~~could~~services ~~face substantial liabilities~~ or ~~suffer~~terminate ~~harm~~their torelationships ~~our~~with ~~financial and operational prospects~~us; (2123) that we may be required to recognize impairment charges on our goodwill and intangible assets, which would adversely affect our results of operations and financial position; (2224) that we may have exposure to greater than anticipated tax liabilities; (2325) that we are a wholly-owned subsidiary of EarthLink and therefore subject to strategic decisions of EarthLink and affected by EarthLink’s performance; (2426) that as a wholly-owned subsidiary of EarthLink, any arrangements or agreements between the two entities may have different terms than would have been negotiated by independent, unrelated parties; (2527) that our indebtedness could adversely affect our financial health and limit our ability to react to changes in our industry; (2628) that we ~~may~~will require ~~additional~~substantial capital to support business growth or refinance existing indebtedness, and this capital may not be available to us on acceptable terms, or at all; and (29) that our debt agreements include restrictive covenants, and failure to comply with these covenants could trigger acceleration of payment of outstanding indebtedness. These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results to differ significantly from management’s expectations, are not intended to represent a complete list of all risks and uncertainties inherent in our business, and should be read in conjunction with the more detailed cautionary statements and risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2012.

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all. These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results to differ significantly from management’s expectations, are not intended to represent a complete list of all risks and uncertainties inherent in our business, and should be read in conjunction with the more detailed cautionary statements and risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2011.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended ~~September~~March 3031, ~~2012~~2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II

Item 1. Legal Proceedings.

We are party to various legal and regulatory proceedings arising from normal business activities. The result of any current or future disputes, litigation or other legal or regulatory proceedings is inherently unpredictable. Our management, however, believes that there are no disputes, litigation or other legal proceedings asserted or pending against us that could have, individually or in the aggregate, a material adverse effect on our financial position, results of operations or cash flows, and believes that adequate provision for any probable and estimable losses has been made in our consolidated financial statements.

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Item 1A. Risk Factors.

There were no material updates from the risk factors disclosed in ITC^DeltaCom’s Annual Report on Form 10-K for the year ended December 31, ~~2011~~2012.

Item 5. Other Information.

None.

Item 6. Exhibits.

(a) Exhibits. The following exhibits are filed as part of this report:

31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14 and 15d-14, as adopted

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14 and 15d-14, as adopted

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of

the Sarbanes-Oxley Act of 2002.

32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of

the Sarbanes-Oxley Act of 2002.

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101.INS XBRL Instance Document*

101.SCH XBRL Taxonomy Extension Schema Document*

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB XBRL Taxonomy Extension Label Linkbase Document*

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document*

* Pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for the purposes of section 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities and Exchanges Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		ITC^DELTACOM, INC.
Date:	~~October~~May 317, ~~2012~~2013	/s/ ROLLA P. HUFF
		Rolla P. Huff, Chairman and Chief Executive
		Rolla P. Huff, Chairman, Chief Executive Officer
		Officer (principal executive officer)
		and President (principal executive officer)
Date:	~~October~~May 317, ~~2012~~2013	/s/ BRADLEY A. FERGUSON
		Bradley A. Ferguson, Chief Financial Officer
		(principal financial and accounting officer)

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