EX-99.1 2 a06-1556_1ex99d1.htm EXHIBIT 99



















 

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FairPoint Communications, Inc.

 

Citigroup 16th Annual Entertainment,
Media and Telecommunications Conference

 

January 11, 2006

 



 

Presenter

 

Eugene B. Johnson

 

Chairman & Chief Executive Officer

 



 

Forward-Looking Statement

 

This presentation may contain forward-looking statements that are not based on historical fact, including without limitation, statements containing the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include those risks described from time to time in FairPoint Communications, Inc.’s filings with the Securities and Exchange Commission, including, without limitation, the risks described in FairPoint’s most recent Annual Report on Form 10-K on file with the Securities and Exchange Commission. These factors should be considered carefully and you are cautioned not to place undue reliance on such forward-looking statements. All information is current as of the date of this presentation, and FairPoint Communications, Inc. undertakes no duty to update this information.

 

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FairPoint Profile

 

A leading provider of communications services in rural communities

 

                  Established in 1991 to acquire Rural Local Exchange Carriers (“RLECs”)

 

                  A leading acquirer of RLEC properties, with 32 acquisitions completed since 1993. Recent acquisitions include:

 

                  Berkshire Telephone Corporation - closed May 2, 2005

 

                  Bentleyville Communications Corporation - closed September 1, 2005

 

                  Currently operate 28 incumbent RLECs in 17 states

 

                  291,072(1) access line equivalents(2) as of September 30, 2005, up from 274,098 access line equivalents as of December 31, 2004

 

                  At the end of Q3 2005, DSL penetration was 15.7%, total HSD penetration was 17.3% and interstate long distance penetration was 42.3%

 


(1)          Includes 7,229 access line equivalents from the Berkshire Telephone acquisition completed in May 2005 and 3,552 access line equivalents from the Bentleyville Communications acquisition completed in September 2005.

 

(2)          Includes voice access lines and high speed data lines (DSL, cable modem and wireless broadband).

 

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Key Financial Metrics

 

Results for the Nine Month Period
Ended September 30, 2005

 

Consolidated Revenues

 

$

192.9

 Million

 

 

 

 

Adjusted EBITDA(1)

 

$

97.2

 Million

 

 

 

 

Net Income

 

$

20.8

 Million

 

 

 

 

Access Line Equivalents

 

291,072

 

 

 

 

 

HSD Subscribers

 

43,020

 

 

 

 

 

Total Long Term Debt

 

$

610.5

 million

 

 

 

 

 

(81% at fixed rates, via swaps, with a weighted average rate of 5.85%)

 


(1)           Adjusted EBITDA is a non-GAAP financial measure (i.e. it is not a measure of financial performance under generally accepted accounting principles) and should not be considered in isolation or as a substitute for consolidated statement of operations and cash flows data prepared in accordance with GAAP.  In addition, the non-GAAP financial measures used by FairPoint may not be comparable to similarly titled measures of other companies.  For further information, definitions and reconciliations, see the Company’s earnings release for the third quarter 2005 filed on Form 8-K with the Securities and Exchange Commission on November 8, 2005.

 

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Summary Investment Highlights

 

Proven track record of acquiring, operating and integrating RLEC assets

 

                  Closed more transactions than any other RLEC operator

 

                  Operating cost discipline

 

                  Proven ability to grow cash flow of acquired businesses from both revenue and cost synergies

 

                  Every transaction has exceeded projected two-year Adj. EBITDA

 

Favorable rural market dynamics

 

                  Significant barriers to entry limit competition in our markets

 

                  No wireline competition, no meaningful impact from wireless, majority of markets without a high speed data product from cable companies

 

                  Loyal, stable customer base

 

                  Fundamentally better wireline trends than non-rural carriers

 

Technologically advanced infrastructure and experience

 

                  79% of our access lines are high speed data capable

 

                  Existing infrastructure is not expected to require significant capital to offer new products

 

                  Use multiple technologies for high speed data (DSL, cable, Wireless Broadband)

 

                  Use multiple technologies for video (IPTV, cable, DirecTV partnerships)

 

Experienced senior management team – average 23 years of industry experience

 

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Experienced Management Team with average of 23 years of industry experience

 

Name

 

Position

 

Experience

 

 

 

 

 

Gene Johnson

 

Co-Founder, Chairman of the Board & Chief Executive Officer

 

31 years corporate and operating experience; company co-founder and director since 1991; CEO since January 2002

 

 

 

 

 

Peter Nixon

 

Chief Operating Officer

 

28 years experience; COO since November 2002

 

 

 

 

 

John Crowley

 

Executive Vice President, Chief Financial Officer

 

31 years finance and investment banking experience for telecom clients; Joined FairPoint in May 2005 and became CFO in June 2005

 

 

 

 

 

Walt Leach

 

Executive Vice President, Corporate Development

 

21 years finance, mergers and acquisitions experience

 

 

 

 

 

Shirley Linn

 

Senior Vice President, General Counsel and Secretary

 

31 years experience; Joined FairPoint in 2000

 

 

 

 

 

Lisa Hood

 

Senior Vice President, Corporate Controller

 

18 years experience; Corporate Controller since 1993

 

 

 

 

 

Bob Ingram

 

Senior Vice President, Operations & Engineering

 

36 years experience; Joined FairPoint in 2000

 

 

 

 

 

Jim Weigert

 

VP, Marketing and Prod. Dev.

 

20 years experience; Joined FairPoint in 2003

 

 

 

 

 

David Remele

 

VP, Internal Audit

 

21 years experience; the last 14 years in the public telecom industry. Joined FairPoint in November 2005

 

 

 

 

 

Lori Engel

 

VP, Human Resources

 

23 years of experience, Joined FairPoint in 2004

 

 

 

 

 

Tom Griffin

 

Treasurer

 

22 years finance and treasury experience; Joined FairPoint in January 2000 as Assistant Treasurer and became Treasurer in December 2005

 

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Rural Markets = Limited Competition

 

Rural Markets are Naturally Resistant to Competition

 

FairPoint
Homes Passed

 

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Cable
Competition

 

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Cable Modem
Competition

 

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                  Virtually no wireline competition

 

                  No meaningful impact from wireless in FairPoint markets

 

                  We believe a sudden increase in competition is not likely due to the extreme rural nature of our markets

 

Note: All data as of September 30, 2005

 

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Upside Opportunities

 

Customer Segment Strategies

 

                  Residential Market – Continue launch of new packages and bundles

 

                  Integrating new products

 

                  Business Market – Focus on data services and managed services

 

                  Wholesale Market – Encourage wholesale customers to implement bundling strategies and expanded product offerings including technical help desk

 

Product Growth

 

                  Increase in-territory product penetration

 

                  Long Distance Interstate Penetration: 42.3% of voice access lines at September 30, 2005

 

                  HSD: 17.3% of voice access lines at September 30, 2005

 


(1)          Includes DSL, Cable Modem and Wireless

 

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Upside Opportunities

 

New Products and Services

 

                  Continue rollout of triple play bundles (phone, video(1), data)

 

                  VOIP – Business and Residential segment

 

                  Managed Data Services for residential and business

 

                  Enhanced ISP Services – video mail and security controls

 

Operating Efficiencies / Cost Reductions

 

                  Functionalization

 

                  Network design

 

                  Vendor contracts

 


(1)          Video includes CATV and satellite

 

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Building the Foundation for Scalable Growth

 

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Billing Conversion

 

Settlement with CSG

 

                  Receipt of $4.0 million in cash and forgiveness of $1.1 million payable to CSG (total compensation of $5.1 million)

 

                  Transition off the CSG Service Bureau by 12/31/06

 

Conversion to MACC Platform

 

                  Currently planning and completing development process

 

                  Significant time and effort to ensure a successful conversion

 

                  Majority of the conversion process will take place in mid 2006

 

                  Total expected cost is approximately $5.5 million, largely in the 2nd and 3rd quarters of 2006

 

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Regulatory Environment

 

Positive Developments From the Past Year

 

                  The RLEC industry has become better at telling its story

 

                  Chairman Kevin Martin is a breath of fresh air at the FCC

 

                  NARUC is taking an active role in finding intercarrier compensation solutions

 

                  Congress and Chairman Martin have indicated support for maintaining USF

 

Upcoming Regulatory Actions

 

                  USF collection mechanism – public notice likely out in 2006

 

                  USF distribution mechanism – action possible in 2006

 

                  Intercarrier compensation – NARUC / Industry negotiations will possibly lead to recommendations in 1Q 2006 with FCC action late in 2006 or early 2007

 

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Access Line Losses as of September 30, 2005

 

Access Line Losses (Year-over-Year)

 

[CHART]

 

Note: Access line numbers exclude acquisitions.

 

Source: Information obtained from public sources as of September 30, 2005.

 

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High Speed Data Penetration as of September 30, 2005

 

FairPoint among leaders in HSD Penetration

 

[CHART]

 

Source: Information obtained from public sources as of September 30, 2005.

 

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Acquisitions - Proven Track Record of Operating and Integrating RLEC Assets

 

                  Acquired 32 RLECs since 1993

 

                  Proven ability to grow cash flow of acquired businesses

 

                  2005 acquisitions are already ahead of estimates at closing

 

Adjusted EBITDA From Acquired RLECs

 

[CHART]

 

Note:  No acquisitions were completed during 2002 and two-year comparative data is not available for the Company’s 2003 acquisition.

 

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Key Focus Areas

 

                  Maintaining the dividend

 

                  Increasing sales

 

                  Increasing operational efficiencies

 

                  Accretive acquisitions

 

                  HSD penetration

 

                  Effective management of non-core assets

 

                  Billing conversion (MACC)

 

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Available Cash for dividend payments

 

                  Available Cash(1) for dividend payments is based on the terms of the Company’s credit facility.  The Available Cash calculation allows for an accumulation beginning 4/1/05.

 

                  Redemption of RTB shares is expected to increase Available Cash to pay dividends by approximately $3.9 million

 

Current Available Cash Position

 

Available Cash generated in 2Q

 

$

19,012

 

Dividends declared in 3Q

 

(13,765

)

Available Cash generated in 3Q

 

12,553

 

Remaining Available Cash at 9/30/05

 

17,800

 

Dividends declared in 4Q(2)

 

(13,765

)

Remaining Available Cash for future dividends

 

$

4,035

 

 


(1)          Available Cash is a non-GAAP financial measure (i.e. it is not a measure of financial performance under generally accepted accounting principles) and should not be considered in isolation or as a substitute for consolidated statement of operations and cash flows data prepared in accordance with GAAP.  In addition, the non-GAAP financial measures used by FairPoint may not be comparable to similarly titled measures of other companies.  For further information, definitions and reconciliations, see the Company’s earnings release for the third quarter 2005 filed on Form 8-K with the Securities and Exchange Commission on November 8, 2005.

 

(2)          All dividend payments are subject to declaration by the Company’s Board of Directors and compliance with Delaware law and the terms of the Company’s credit facility.

 

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Dividend Payments

 

                  The Board of Directors and management recognize the importance of the quarterly dividend to our shareholders.

 

                  As such, our Board of Directors has indicated its intention to continue paying the quarterly dividend at the current level of $0.39781 per share for 2006.

 

Note:  All dividend payments are subject to declaration by the Company’s Board of Directors and compliance with Delaware law and the terms of the Company’s credit facility.

 

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[GRAPHIC]

 

[LOGO]

 

FairPoint Communications, Inc.

 

Citigroup 16th Annual Entertainment, Media and Telecommunications Conference

 

January 11, 2006

 

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