ITC DELTACOM INC
8-K, 2000-03-01
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC  20549

                         -----------------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

     Date of Report (Date of earliest event reported):  February 28, 2000


                               ITC/\DELTACOM, INC.
               -------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)



         Delaware                       0-23253               58-2301135
(State or Other Jurisdiction    (Commission File Number)    (IRS Employer
      of Incorporation)                                   Identification No.)



        1791 O.G. Skinner Drive
         West Point, Georgia                            31833
(Address of Principal Executive Offices                (ZIP Code)



      Registrant's telephone number, including area code:  (706) 385-8000


                                Not applicable
               -------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)
<PAGE>

Item 5.  Other Events.

          On February 28, 2000, ITC/\DeltaCom, Inc. issued four press releases
relating to various aspects of its operations, financing plans and management.
Attached as Exhibits 99.1, 99.2, 99.3 and 99.4 to this Current Report on Form 8-
K are the texts of each of the February 28, 2000 press releases, which are
incorporated by reference in this Item 5.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

        (c) Exhibits.

            99.1  Press Release, dated February 28, 2000, relating to the
                  creation of a new company, e/\DeltaCom.
            99.2  Press Release, dated February 28, 2000, relating to
                  ITC/\DeltaCom's receipt of a commitment for a $160 million
                  senior secured credit facility.
            99.3  Press Release, dated February 28, 2000, relating to certain
                  financial and operating results of ITC/\DeltaCom for the
                  fourth quarter and year ended December 31, 1999.
            99.4  Press Release, dated February 28, 2000, relating to the
                  resignation of Foster McDonald as President of ITC/\DeltaCom.

                                       2
<PAGE>

                                   SIGNATURE

        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 hereunto duly authorized.

                                              ITC/\DELTACOM, INC.


Date:   March 1, 2000                         /s/ J. Thomas Mullis
                                              --------------------------------
                                              J. Thomas Mullis
                                              Senior Vice President--General
                                              Counsel, Secretary

                                       3

<PAGE>
                                                                    Exhibit 99.1
                                                                    ------------


NEWS RELEASE

Financial Contact:             Media Contact:
Douglas A. Shumate             Moss Crosby
Senior Vice President          Director of Marketing
Chief Financial Officer        256-382-3851 - phone
706-385-8189                   256-382-3890 - fax
[email protected]       [email protected]
- ------------------------       -----------------------
www.itcdeltacom.com


          ITC/\DeltaCom to Enter Collocation and Web Hosting Business
         New Company, e/\DeltaCom, Expands Southern Telecom Provider's
                        Internet and Data Capabilities


     West Point, GA (February 28, 2000) - - ITC/\DeltaCom, Inc. (Nasdaq/NMS:
ITCD), a leading telecommunications provider in the southern United States,
announced today the creation of a new company, e/\DeltaCom. The new company will
enable ITC/\DeltaCom to extend and enhance its current data and Internet access
products, offering customers collocation and Web server hosting services
integral to operating business-critical applications over the Internet.

     During the past three years, ITC/\DeltaCom has added strategic products
such as local service, and data and Internet capabilities, in addition to
developing its extensive IP backbone. e/\DeltaCom represents a logical next step
in ITC/\DeltaCom's IP strategy and a natural extension of ITC/\DeltaCom's
overall business plan. ITC/\DeltaCom expects to invest approximately $250
million during the next 36 months to fund the development of this subsidiary.

     "We are very excited about the e/\DeltaCom initiative.  This new line of
business enhances our current data and Internet product offerings to existing
customers, and enables the  pursuit of strategic national Internet relationships
with a level and quality of service in keeping with ITC/\DeltaCom's reputation
for excellence," said Andrew M. Walker, vice chairman and chief executive
officer.
<PAGE>

     e/\DeltaCom expects to leverage ITC/\DeltaCom's existing IP network assets
to increase customer options and differentiate its product offerings.
Additionally, an aggressive effort to create and secure strategic relationships
with e-commerce enabling companies is underway, so e/\DeltaCom can also
establish itself as a leading provider of dynamic, cutting-edge solutions for
customers' e-business needs.

     Immediate benefits to e/\DeltaCom customers include direct integration to
ITC/\DeltaCom's OC-48 IP backbone, providing customers with the high bandwidth
necessary for maximum performance and fast, simple scalability. e/\DeltaCom will
also enjoy a host of comprehensive security features such as multiple, diverse
Internet connections; 24-hour onsite security personnel; redundant, high
capacity HVAC systems; an un-interruptible power system (UPS) on dual commercial
grids with multiple generators; and 24-hour onsite technical support services.
Managed network services, that monitor servers and routers, track Internet
traffic, perform back up and re-boot tasks and optional hot standby,
geographically diverse data center facilities will also be available for
customers requiring the utmost in performance and reliability.

     The newest addition to the ITC/\DeltaCom family will be headquartered in
Atlanta, with regional data centers slated to open in Georgia, Florida and Texas
over the next eighteen months.  e/\DeltaCom is currently operating from
ITC/\DeltaCom's switching and data centers in Atlanta, Georgia and Auburn,
Alabama.  The initial Atlanta data center and administrative facilities are
expected to be complete by October, 2000.

     ITC/\DeltaCom, headquartered in West Point, Georgia, provides integrated
telecommunication services to mid-sized and major businesses in the southern
United States, and is a leading regional provider of wholesale long-haul
services to other communications companies.  ITC/\DeltaCom's business
communication services include local exchange, long distance, enhanced data,
Internet and operator services, and the sale and maintenance of customer premise
equipment.  The Company operates 34 branch locations in eight states, and its
10-state, approximately 8,250-mile fiber optic network reaches over 100 points
of presence.
<PAGE>

ITC/\DeltaCom has interconnection agreements with BellSouth, GTE, Southwestern
Bell and Sprint for resale and access to unbundled network elements, and is a
certified Competitive Local Exchange Carrier (CLEC) in Arkansas, Texas, and all
nine BellSouth states.


     Statements contained in this news release regarding expected financial
results and other planned events are forward-looking statements that involve
risk and uncertainties.  Actual future events or results may differ materially
from these statements.  Readers are referred to the documents filed by
ITC/\DeltaCom with the Securities and Exchange Commission, specifically the most
recent filings which identify important risk factors that could cause actual
results to differ from those contained in the forward-looking statements,
including potential fluctuations in quarterly results, dependence on new product
development, rapid technological and market change, risks related to future
growth and rapid expansion, and volatility of stock prices.  These and other
applicable risks are summarized under the caption "Risk Factors" in the
Company's 1998 Annual Report on Form 10-K.


                                      ###

<PAGE>

                                                                    Exhibit 99.2
                                                                    ------------
NEWS RELEASE

FOR IMMEDIATE RELEASE

Financial Contact:              Media Contact:
Douglas A. Shumate              Moss Crosby
Senior Vice President           Director of Marketing
Chief Financial Officer         256-382-3851 - phone
706-385-8189                    256-382-3890 - fax
[email protected]        [email protected]
- ------------------------        -----------------------
www.itcdeltacom.com


              ITC/\DELTACOM ANNOUNCES  $160 MILLION COMMITMENT FOR
                         SENIOR SECURED CREDIT FACILITY
                  Financing to Fund new Initiative, e/\DeltaCom

     West Point, Georgia (February 28, 2000) -- ITC/\DeltaCom, Inc. (Nasdaq/NMS:
ITCD), a leading telecommunications provider in the southern United States,
announces that Morgan Stanley Senior Funding Inc., Banc of America Securities
and Goldman Sachs Credit Partners L.P. has provided the Company a commitment to
fully underwrite a $160 million senior secured credit facility.  Morgan Stanley
and Banc of America will act as Joint Lead Arrangers with Goldman Sachs as
Documentation Agent.  The credit facility is subject to customary conditions for
a transaction of this type, including without limitation, completion of
definitive documentation and finalization of all terms and conditions.

     This credit facility is currently expected to be syndicated and fully
funded by March 31, 2000.  It will be completely drawn at closing and not
subject to financial maintenance covenants and replaces the existing $50 million
bank facility of which no funds were previously dispersed.

     Andrew M. Walker, ITC/\DeltaCom vice chairman and chief executive officer,
stated, "We expect this investment to provide significant benefits for
ITC/\DeltaCom and its shareholders. We are currently reviewing additional equity
financing alternatives consistent with our conservative approach to financing."
<PAGE>

     The Company will use the proceeds of the credit facility to fund the just
announced strategic initiative of e/\DeltaCom, which will be a separate business
unit. The new company will enable ITC/\DeltaCom to extend and enhance its
current data and Internet products, offering customers in the southern United
States with collocation and Web hosting services that are integral to companies
who run business-critical applications over the Internet. The proceeds will also
be used to fund current and future opportunities in the existing business lines.

     "We are very excited about our e/\DeltaCom initiative and the ability to
provide additional services to our customers.  This new line of business
enhances our data product offering and allows us to secure national Internet
backbone relationships and aggressively work with e-commerce enabling
companies," continued Walker.

     ITC/\DeltaCom, headquartered in West Point, Georgia, provides integrated
telecommunication services to mid-sized and major businesses in the southern
United States, and is a leading regional provider of wholesale long-haul
services to other communications companies.  ITC/\DeltaCom's business
communication services include local exchange, long distance, enhanced data,
Internet and operator services, and the sale and maintenance of customer premise
equipment.  The Company operates 34 branch locations in eight states, and its
10-state, approximately 8,250-mile fiber optic network reaches over 100 points
of presence.  ITC/\DeltaCom has interconnection agreements with BellSouth, GTE,
Southwestern Bell and Sprint for resale and access to unbundled network
elements, and is a certified Competitive Local Exchange Carrier (CLEC) in
Arkansas, Texas, and all nine BellSouth states.

     Statements contained in this news release regarding expected financial
results and other planned events are forward-looking statements that involve
risk and uncertainties.  Actual future events or results may differ materially
from these statements.  Readers are referred to the documents filed by
ITC/\DeltaCom with the Securities and Exchange Commission, specifically the most
recent filings which identify important risk factors that could cause actual
results to differ from those contained in the forward- looking statements,
including potential fluctuations in quarterly results, dependence on new product
development, rapid technological and market change, risks related to future
growth and rapid expansion, and volatility of stock prices.  These and other
risks are summarized under the caption "Risk Factors" in the Company's 1998
Annual Report on Form 10-K.

                                      ###



<PAGE>

                                                                    Exhibit 99.3
                                                                    ------------

FOR IMMEDIATE RELEASE

Investor Contacts:
<TABLE>
<S>                                           <C>
Douglas A. Shumate                            Mary A. Edwards
Senior Vice President                         Manager
Chief Financial Officer                       Investor Relations
706-385-8189                                  706-385-8016
[email protected]                      [email protected]
</TABLE>

Media Contact:
Moss Crosby
Director of Marketing
256-382-3851
[email protected]

                     ITC/\DELTACOM REPORTS FOURTH QUARTER
                      AND YEAR-END 1999 FINANCIAL RESULTS

WEST POINT, Ga. (February 28, 2000)--ITC/\DeltaCom, Inc. (Nasdaq/NMS: ITCD)
today announced results for the fourth quarter and year ended December 31, 1999.

     Operating revenue was $68.6 million in the fourth quarter of 1999, a
sequential quarterly growth of 4.3% over the third quarter of 1999, and an
increase of $20.0 million, or 41.2%, compared with the fourth quarter of 1998.
The Company's consolidated gross margin improved from 52.1% in the third quarter
of 1999 to 53.1% in the fourth quarter of 1999.  This improvement contributed to
EBITDA, as adjusted, of $8.2 million in the fourth quarter of 1999, compared
with EBITDA, as adjusted, of $8.1 million in the third quarter of 1999.

     Operating revenue for the year ended December 31, 1999 totaled $244.8
million, an increase of 42.5% compared with $171.8 million for the year ended
December 31, 1998. EBITDA, as adjusted, for the year ended December 31, 1999 was
$29.3 million compared with $24.0 million recorded for 1998.

     "The results achieved in 1999 demonstrate our ability to continue a record
of strong execution," said Douglas A. Shumate, senior vice president and chief
financial officer of ITC/\DeltaCom. "As we move into 2000 we will continue to
gain leverage from the investments that have been made to support our continued
growth as well as the intended expansion into other product lines such as
collocation and web hosting."

     Carriers' Carrier segment revenue was $19.2 million in the fourth quarter
of 1999, a sequential quarterly growth of 1% over the third quarter of 1999, and
an increase of $3.8 million, or 24.7%, over the fourth quarter of 1998.
Carriers' Carrier revenue for the year ended December 31, 1999 was $72.9
million, an increase of $21.0 million, or 40.5%, over the year ended December
31, 1998.

     Retail Services segment revenue was $49.4 million in the fourth quarter of
1999, a sequential quarterly growth of 5.6% over the third quarter of 1999, and
an increase of $16.2 million, or 48.8% over the fourth quarter of 1998.  Retail
Services revenue for the year ended December 31, 1999 of $172.0 million
represented an increase of $52.1 million, or 43.5%, over the year ended December
31, 1998.

     The Company posted significant gains in its sale of local services during
the fourth quarter of 1999. New lines sold in the quarter totaled approximately
36,400, increasing the cumulative number of lines sold to approximately
<PAGE>

128,200. The Company completed the quarter with a cumulative number of local
lines in service of approximately 101,500 lines, an increase of approximately
25,500 lines from the third quarter 1999.

     Continued expansion of the Company's data network infrastructure, and
improvements in its data services product development, resulted in increased
data product sales in the fourth quarter and throughout 1999.  Data product
revenues grew approximately 8.4% in the fourth quarter of 1999 compared to the
third quarter of 1999 and increased approximately 132.3% compared to the fourth
quarter of 1998.

     "Our year-end goals included reaching 100,000 local lines in service,
growing our data revenue, and continuing to improve margins with increased
facility-based line growth," said Foster McDonald, president of ITC/\DeltaCom.
"The people of ITC/\DeltaCom made this happen.  We are very pleased with this
strong finish to 1999."

Other current and fourth quarter 1999 highlights include the following:

 .    The Company opened three branch offices: Albany, Georgia, and Daytona and
     Tallahassee, Florida. These openings increased the Company's market
     coverage to 34 branch offices operational in 33 markets at the end of the
     fourth quarter.

 .    The Company completed the installation of 55 additional access nodes,
     raising the total number to 125 operational BellSouth collocations.

 .    The Company completed the installation of its Jacksonville, Florida DMS500
     switch.

 .    The Company installed eight next generation switches to further enhance the
     network infrastructure.

     "We are very pleased with the progress achieved in 1999," said Andrew M.
Walker, vice chairman and chief executive officer of ITC/\DeltaCom.  "We
experienced many challenges in the last six months of 1999 and still created
positive results for our customers and our shareholders.  With the maturity of
our product offerings, particularly our Integrated T product, we have seen
continued success in reaching our target business customers."

ITC/\DeltaCom's achievements in 1999 include the following:

 .  Local lines sold more than tripled to approximately 128,200 lines.
 .  Markets served increased from 22 to 33.
 .  The number of employees increased approximately 46% to over 1,600.
 .  The installation of 95 local central office collocations was completed.
 .  Completion of a private offering of $100 million in aggregate principal
   amount of its 4  1/2% Convertible Subordinated Notes.
<PAGE>

 .  Completion of a public offering of 6,037,500 shares of its common stock
   generating net proceeds of approximately $120.9 million.
 .  Completion of a merger with AvData Systems, Inc. of Atlanta, Georgia bringing
   data network management into the product offerings of the Company.
 .  Completion of the acquisition of certain assets of Scientific
   Telecommunications, a privately owned telecommunications equipment provider
   in Mississippi.
 .  Installation of an advanced IP Network utilizing OC48 ring-protected backbone
   employing Packet Over Sonet (POS) technology.

     In 2000, the Company intends to continue expansion of its geographic reach,
adding branch offices and expanding its network infrastructure. The Company
expects to add 8 branch offices, which will extend the Company's presence in the
South to 41 markets. ITC/\DeltaCom intends to expand its fiber optic network and
switching capacities throughout Tennessee and Texas bringing the total fiber
network to approximately 10,000 miles in 2000. The advanced IP network installed
in 1999 will continue to expand throughout the region as growth and market plans
are defined. In addition, the Company expects to add DMS500 switches in Houston,
Texas and West Palm Beach, Florida, and is also expecting to install new Nortel
Passport switches throughout the data network. In addition, throughout the year,
the Company will continue its development and deployment of a suite of IP
centric services ranging from IP bandwidth, IP VPNs, managed IP services, and
remote dial access, among others.

     In conclusion, Mr. Walker stated, "1999 was a growth and maturity year for
ITC/\DeltaCom.  With the addition of a key set of products, maturity of our OSS
and continued success in building our network infrastructure throughout the
year, we are prepared to deliver a full service telecom offering to the market
place positioned for the next generation of telecommunications services.  We
will continue to be the leading provider in the South of the most cost efficient
and advanced services to our customers."

     ITC/\DeltaCom, headquartered in West Point, Georgia, provides integrated
telecommunications services to mid-sized and major businesses in the southern
United States and is a leading regional provider of wholesale long-haul services
to other communications companies.  ITC/\DeltaCom's business communication
services include local exchange service, long distance, enhanced data, Internet
and operator services, and the sale and maintenance of customer premise
equipment.  The Company operates 34 branch locations in eight states and its 10-
state, approximately 8,250-mile fiber optic network, reaches over 100 points of
presence.  ITC/\DeltaCom has interconnection agreements with BellSouth, GTE,
Sprint and SBC Communications for resale and access to unbundled network
elements, and is a certified Competitive Local Exchange Carrier (CLEC) in all
nine BellSouth states, Arkansas and Texas.

     Statements contained in this news release regarding expected financial
results and other planned events are forward-looking statements that involve
risk and uncertainties.  Actual future events or results may differ materially
from these statements.  Readers are referred to the documents filed by
ITC/\DeltaCom with the Securities and Exchange Commission, specifically the most
recent filings which identify important risk factors that could cause actual
results to differ from those contained in the forward-looking statements,
including potential fluctuations in quarterly results, dependence on new product
development, rapid technological and market change, risks related to future
growth and rapid expansion, and volatility of stock prices.  These and other
applicable risks are summarized under the caption "Risk Factors" in the
Company's 1998 Annual Report on Form 10-K.
<PAGE>

                              ITC/\DELTACOM, INC.
                             FINANCIAL HIGHLIGHTS
                                  (Unaudited)
                       (In thousands, except share data)
<TABLE>
<CAPTION>

                                                                  Three Months Ended              Year Ended
                                                                      December 31,                December 31,
                                                                  1999           1998         1999          1998
                                                            -------------- ------------- ------------  -------------
<S>                                                        <C>            <C>           <C>           <C>
Operating revenues                                          $    68,623    $    48,616   $   244,844   $   171,838
Cost of services                                                 32,159         24,360       118,721        82,979
                                                            -----------    -----------   -----------   -----------
  Gross margin                                                   36,464         24,256       126,123        88,859
                                                            -----------    -----------   -----------   -----------

Operating expenses:
 Selling, operations and administration                          28,262         18,610        96,854        64,901
 Depreciation and amortization                                   15,950          9,452        53,810        30,887
                                                            -----------    -----------   -----------   -----------
  Total operating expenses                                       44,212         28,062       150,664        95,788
                                                            -----------    -----------   -----------   -----------

 Operating loss                                                  (7,748)        (3,806)      (24,541)       (6,929)
                                                            -----------    -----------   -----------   -----------

Other income (expense):
 Interest expense                                               (11,892)        (9,263)      (45,293)      (31,930)
 Interest income                                                  3,927          2,394        14,195         9,753
 Other income (expense), net                                        209            226           754        (3,254)
                                                            -----------    -----------   -----------   -----------
  Total other expense, net                                       (7,756)        (6,643)      (30,344)      (25,431)
                                                            -----------    -----------   -----------   -----------

Loss before income taxes and
 extraordinary item                                             (15,504)       (10,449)      (54,885)      (32,360)
Income tax (benefit) expense                                          0           (842)           94        (6,454)
                                                            -----------    -----------   -----------   -----------

Loss before extraordinary item                                  (15,504)        (9,607)      (54,979)      (25,906)
Extraordinary item - loss on early extinguishment
 of debt (less related income tax benefit of
 $2,133 in 1998)                                                      0              0             0        (8,436)
                                                            -----------    -----------   -----------   -----------

Net loss                                                    $   (15,504)   $    (9,607)  $   (54,979)  $   (34,342)
                                                            ===========    ===========   ===========   ===========

Basic and diluted net loss per common share:
 Before extraordinary loss                                  $     (0.26)   $     (0.19)  $     (0.98)  $     (0.51)
 Extraordinary loss                                                   0              0             0         (0.16)
                                                            -----------    -----------   -----------   -----------
 Net loss                                                   $     (0.26)   $     (0.19)  $     (0.98)  $     (0.67)
                                                            ===========    ===========   ===========   ===========

Basic and diluted weighted average
 common shares outstanding                                   59,482,427     51,303,077    56,370,269    50,972,361
                                                            ===========    ===========   ===========   ===========

EBITDA, as adjusted (1)                                     $     8,202    $     5,646   $    29,269   $    23,958
                                                            ===========    ===========   ===========   ===========
</TABLE>
<PAGE>

<TABLE>
<CAPTION>


                                                        ITC/\DELTACOM, INC.
                                                       FINANCIAL HIGHLIGHTS
                                                            (Unaudited)
                                                          (In thousands)

                                       Three Months Ended                       Year Ended
                                          December 31,                         December 31,
                                     -------------------                    -----------------
                                         % of              % of                % of               % of
                               1999      REVS     1998     REVS      1999      REVS     1998      REVS
                               ----      ----     ----     ----      ----      ----     ----      ----
<S>                           <C>        <C>    <C>         <C>    <C>         <C>    <C>         <C>
Operating Revenues

Carriers' Carrier             $19,194    28.0%  $15,370     31.6%  $ 72,853    29.8%  $ 51,902    30.2%

Retail Services                49,429    72.0%   33,246     68.4%   171,991    70.2%   119,936    69.8%
                              -------           -------            --------           --------

 Total                        $68,623           $48,616            $244,844           $171,838
                              =======           =======            ========           ========

Gross Margin

Carriers' Carrier             $16,426    85.6%  $12,860     83.7%  $ 62,082    85.2%  $ 44,260    85.3%

Retail Services                20,038    40.5%   11,396     34.3%    64,041    37.2%    44,599    37.2%
                              -------           -------            --------           --------

 Total                        $36,464    53.1%  $24,256     49.9%  $126,123    51.5%  $ 88,859    51.7%
                              =======           =======            ========           ========

EBITDA, as
adjusted (1)

Carriers' Carrier             $ 9,489    49.4%  $ 9,062     59.0%  $ 37,931    52.1%  $ 29,849    57.5%

Retail Services                (1,287)   (2.6)%  (3,416)   (10.3)%   (8,662)   (5.0)%   (5,891)   (4.9)%
                              -------           -------            --------           --------

 Total                        $ 8,202    12.0%  $ 5,646     11.6%  $ 29,269    12.0%  $ 23,958    13.9%
                              =======           =======            =======            ========
</TABLE>

(1)  EBITDA, as adjusted, represents earnings before extraordinary item, net
     interest, other income and other expenses, income taxes, and depreciation
     and amortization. EBITDA, as adjusted, is not a measurement of financial
     performance under generally accepted accounting principles and should not
     be considered an alternative to net income as a measure of performance.
<PAGE>

<TABLE>
<CAPTION>

                                                                        ITC/\DELTACOM, INC.
                                                                       FINANCIAL HIGHLIGHTS
                                                                            (Unaudited)
                                                                          (In thousands)

                                                                        Three Months Ended
                              ------------------------------------------------------------------------------------------------------

<S>                           <C>         <C>       <C>         <C>      <C>          <C>     <C>         <C>       <C>       <C>
                              Dec. 31,     % of     Mar. 31,    % of     June 30,      % of   Sept. 30,   % of      Dec. 31,   % of
                               1998        REVS      1999       REVS      1999         REVS      1999     REVS        1999     REVS
                              -------     ------    -------    ------    -------      ------   -------   ------     -------   ------

Operating Revenues

Carriers' Carrier             $15,370    31.6%     $16,463     31.0%     $18,166      31.7%     $19,030    28.9%    $19,194    28.0%


Retail Services                33,246    68.4%      36,571     69.0%      39,210      68.3%      46,781    71.1%     49,429    72.0%

                              -------              -------               -------                -------             -------

 Total                        $48,616              $53,034               $57,376                $65,811             $68,623
                              =======              =======               =======                =======             =======

Gross Margin

Carriers' Carrier             $12,860    83.7%     $13,891     84.4%     $15,328      84.4%     $16,437    86.4%    $16,426    85.6%


Retail Services                11,396    34.3%      12,382     33.9%      13,789      35.2%      17,832    38.1%     20,038    40.5%

                              -------              -------               -------                -------             -------

 Total                        $24,256    49.9%     $26,273     49.5%     $29,117      50.7%     $34,269    52.1%    $36,464    53.1%

                              =======              =======               =======                =======             =======

EBITDA, as
adjusted (1)

Carriers' Carrier             $ 9,062    59.0%     $ 8,751     53.2%     $ 9,914      54.6%    $ 9,777     51.4%    $ 9,489    49.4%


Retail Services                (3,416)  (10.3)%     (2,746)    (7.5)%     (2,909)     (7.4)%    (1,720)    (3.7)%    (1,287)  (2.6)%

                              -------              -------               -------               -------              -------

 Total                        $ 5,646    11.6%     $ 6,005     11.3%     $ 7,005      12.2%    $ 8,057     12.2%    $ 8,202    12.0%

                              =======              =======               =======               =======              =======
</TABLE>

(1)  EBITDA, as adjusted, represents earnings before extraordinary item, net
     interest, other income and other expenses, income taxes and depreciation
     and amortization. EBITDA, as adjusted, is not a measurement of financial
     performance under generally accepted accounting principles and should not
     be considered an alternative to net income as a measure of performance.
<PAGE>

                              ITC/\DELTACOM, INC.
                           BALANCE SHEET HIGHLIGHTS
                                (In thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                      December 31,     December 31,
                                                                          1999             1998
                                                                      -------------    ------------
<S>                                                                   <C>               <C>
Balance Sheet Data:
Cash and cash equivalents                                                 $248,431       $184,167
Current assets, less restricted portion                                    310,940        227,858
Restricted assets                                                            6,741         20,035
Property, plant and equipment, net                                         382,867        262,050
Other assets (excluding restricted assets)                                 107,050         77,574
 Total assets                                                              807,598        587,517

Current liabilities                                                         72,768         52,040
Long-term debt and capital lease obligations, less current portion         516,156        416,859
Deferred income taxes                                                          512            418
 Total liabilities                                                         589,436        469,317
Stockholders' equity                                                       218,162        118,200
 Total liabilities and stockholders' equity                                807,598        587,517

                                                                                 Year Ended
                                                                                 December 31,
                                                                            1999           1998
                                                                          --------       --------
Other Financial Data:
Capital expenditures                                                      $165,540       $147,842
Cash flows (used in) provided by operating activities                       (5,334)         9,512
Cash flows used in investing activities                                    149,995        118,166
Cash flows provided by financing activities                                219,593        198,447

</TABLE>
<PAGE>

                              ITC/\DELTACOM, INC.
                       QUARTERLY STATISTICAL HIGHLIGHTS
                                  (Unaudited)
<TABLE>
<CAPTION>
<S>                                                 <C>            <C>             <C>        <C>

                                                    December 31,   September 30,   June 30,   March 31,
                                                       1999            1999          1999       1999
                                                    -----------    ------------    --------   ---------
Statistical Data*:
Cumulative markets                                         33              30         26          23
Business customers served - Retail Services**          12,375          11,900     11,250      11,000
Route miles                                             8,250           8,250      8,100       7,800
Collocations                                              125              70         36          30
Voice switches                                             10               9          8           7
ATM switches                                               10              10         10           7
Frame switches                                             17              17         19          15
Number of employees                                     1,640           1,570      1,330       1,170
Lines sold cumulative                                 128,200          91,800     74,400      60,000
Lines installed cumulative                            101,500          76,000     56,000      45,300
Lines sold/Lines installed percentage                      79%             83%        75%         76%
</TABLE>
*   Data rounded except as to markets, collocations and switches.
**  Reflects the combination of certain customers' multiple accounts into a
    single customer profile.

<PAGE>

                                                                    Exhibit 99.4
                                                                    ------------

NEWS RELEASE

Media Contact:
Moss Crosby
Director of Marketing
256-382-3851 - phone
256-382-3890 - fax
[email protected]
- -----------------------
www.itcdeltacom.com


               McDonald steps down as President of ITC/\DeltaCom
                 Andrew M. Walker to assume role of President


West Point, GA (February 28, 2000) - - ITC/\DeltaCom, Inc. (Nasdaq/NMS: ITCD), a
leading telecommunications provider in the southern United States, announced
today that its President, Foster McDonald, will be leaving the company effective
April 1, 2000.  After 16 years with ITC/\DeltaCom and its predecessor companies,
McDonald will rejoin his family business interests whose telecommunications
roots date back over fifty years.  Those telecommunications interests have
included one of the predecessors to ITC/\DeltaCom.  He will remain available to
the company on a consultative basis through the second quarter, 2000.

     "The decision to leave ITC/\DeltaCom at this time has been most difficult
for me," said McDonald.  "My reasons for leaving are completely personal, and
related to immediate family interests.  I hope to remain very close to the
ITC/\DeltaCom family as I am confident that the foundation we have built to date
at ITC/\DeltaCom will be successful as the company continues to grow into the
future."

     "Foster has been a great asset and resource in transforming a small,
privately owned, interexchange carrier into a public integrated
telecommunications provider.  We've been fortunate to have the benefit of his
experience and leadership during these busy times and appreciate that Foster has
provided us with sufficient time and notice to make his departure
<PAGE>

Page 2

seamless to our company," said Andrew Walker, ITC/\DeltaCom vice chairman and
chief executive officer.  Walker will add the role of President to his title on
April 1, 2000.

     According to ITC/\DeltaCom chairman Campbell B. Lanier, III, "Since ITC
Holding acquired DeltaCom in early 1996, we have depended on Foster to provide
key leadership to integrate the ITC/\DeltaCom companies for the future.  His
accomplishment in seeing this through will benefit our shareholders for many
years to come."

     ITC/\DeltaCom, headquartered in West Point, Georgia, provides integrated
telecommunication services to mid-sized and major businesses in the southern
United States, and is a leading regional provider of wholesale long-haul
services to other communications companies. ITC/\DeltaCom's business
communication services include local exchange, long distance, enhanced data,
Internet and operator services, and the sale and maintenance of customer premise
equipment. The Company operates 34 branch locations in eight states, and its 10-
state, approximately 8,250-mile fiber optic network reaches over 100 points of
presence. ITC/\DeltaCom has interconnection agreements with BellSouth, GTE,
Southwestern Bell and Sprint for resale and access to unbundled network
elements, and is a certified Competitive Local Exchange Carrier (CLEC) in
Arkansas, Texas, and all nine BellSouth states.

  Statements contained in this news release regarding expected financial results
and other planned events are forward-looking statements that involve risk and
uncertainties.  Actual future events or results may differ materially from these
statements.  Readers are referred to the documents filed by ITC/\DeltaCom with
the Securities and Exchange Commission, specifically the most recent filings
which identify important risk factors that could cause actual results to differ
from those contained in the forward-looking statements, including potential
fluctuations in quarterly results, dependence on new product development, rapid
technological and market change, risks related to future growth and rapid
expansion, and volatility of stock prices.  These and other applicable risks are
summarized under the caption "Risk Factors" in the Company's 1998 Annual Report
on Form 10-K.


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