8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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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)   May 3, 2006

FairPoint Communications, Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-56365	13-3725229
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

521 East Morehead Street, Suite 250, Charlotte, North Carolina	28202
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code   (704) 344-8150

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item  2.02               Results of Operations and Financial Condition

On May 3, 2006 FairPoint Communications, Inc. (the “Company”) issued a press release reporting the financial results for its first quarter ended March 31, 2006 (the “Earnings Announcement”). A copy of the Earnings Announcement is attached to this Current Report as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure.

On May 3, 2006, the Company held a conference call to discuss the financial results of the Company for its first quarter ended March 31, 2006. A copy of the transcript (the “Transcript”) of the call is attached to this Current Report as Exhibit 99.2 and is incorporated herein solely for purposes of this Item 2.02 disclosure.  The Transcript has been selectively edited to facilitate the understanding of the information communicated during the conference call.

Item  7.01               Regulation FD Disclosure.

A copy of the Earnings Announcement is being furnished by being attached hereto as Exhibit 99.1.

A copy of the Transcript is being furnished by being attached hereto as Exhibit 99.2.

Item 9.01                Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number	Description
99.1	Earnings Announcement
99.2	Transcript

The information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.

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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 hereunto duly authorized.

	FAIRPOINT COMMUNICATIONS, INC.
	By:	/s/ John P. Crowley
		Name:	John P. Crowley
		Title:	Executive Vice President and Chief Financial Officer
Date: May 8, 2006

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EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

FAIRPOINT REPORTS RESULTS FOR THE FIRST QUARTER OF 2006;
INCREASES CUMULATIVE CASH AVAILABLE FOR DIVIDENDS BY 20%

CHARLOTTE, N.C. (May 3, 2006) — FairPoint Communications, Inc. (NYSE:FRP) (“FairPoint” or the “Company”) today announced its financial results for the first quarter ended March 31, 2006. The Company announced that it generated $18.4 million of Cash Available for Dividends (as defined herein) during the first quarter compared to dividends paid during the quarter of $13.8 million and it increased its Cumulative Cash Available for Dividends (as defined herein) to $27.6 million at March 31, 2006, up from $23.0 million at December 31, 2005, an increase of 20%. Additional highlights for the first quarter included:

·Revenues for the first quarter of 2006 increased $3.1 million or 5.1% over the first quarter of 2005. Excluding the impact of operations acquired in 2005, revenues increased $0.7 million or 1.1% compared to the first quarter of 2005.

·Adjusted EBITDA (as defined herein) for the first quarter of 2006 was $33.3 million versus $32.4 million for the same period last year.

·Earnings per share on a fully diluted basis for the first quarter of 2006 were $0.17. Earnings per share in the first quarter of 2005 of $0.46 were impacted by certain unusual items related to the Company’s initial public offering.

·High speed data (“HSD”) penetration increased to 20.3% of voice access lines as of March 31, 2006, compared to 15.4% as of March 31, 2005 and 18.6% as of December 31, 2005.

·At March 31, 2006, access line equivalents (voice access lines and HSD subscribers, which include DSL, cable modem and wireless broadband) totaled 290,682 compared to 276,167 at March 31, 2005. Excluding acquired lines, access line equivalents increased 1.3%, primarily due to an increase in HSD subscribers.

“FairPoint’s first quarter results clearly indicate that our business strategy is a model for success,” said Gene Johnson, Chairman and CEO of FairPoint. “Operationally, we made substantial gains in high-speed data penetration while maintaining stable average revenue per subscriber. I believe that our high-speed data subscriber numbers should continue to increase as we introduce compelling bundled services packages and pricing and maintain excellent customer support.”

Johnson continued, “Financially, we reported solid revenue growth and increased our Cumulative Cash Available for Dividends balance, further supporting our ability to maintain our dividend structure. Our strong financial position provides a firm foundation upon which to increase our market position and build shareholder value.”

Results for the three month period ended March 31, 2006

Consolidated revenues for the three months ended March 31, 2006 were $64.8 million, an increase of $3.1 million or 5.1% compared to the three months ended March 31, 2005. Excluding the impact of operations acquired in 2005, revenues increased $0.7 million or 1.1% compared to the first quarter of the prior year. This increase of $0.7 million, excluding acquisitions, is primarily the result of increases in data and internet services revenue of $0.9 million, long distance revenue of $0.6 million, other services revenue of $0.4 million, interstate revenue of $0.2 million, and local service revenue of $0.2 million. These increases were partially offset by a decrease in intrastate access revenue of $1.5 million.

The increase in data and internet services revenue was primarily driven by an increase in the number of HSD subscribers which, excluding acquisitions, increased by 10,698 from March 31, 2005. Long distance revenue increased primarily as a result of increases in the number of subscribers and minutes of use in addition to improved product and bundles pricing. Other services revenue increased due to an increase in directory revenue. Local service revenue increased due to an increase in local interconnection revenue and the continued rollout of new bundled packages. Intrastate access revenue declined primarily due to a decrease in access rates and a decrease in minutes of use compared to the first quarter of 2005. The rate decrease is primarily due to intrastate rate reductions implemented in Maine in the second quarter of 2005. Intrastate revenues are expected to continue to decline.

Operating expenses (excluding depreciation and amortization) increased $3.2 million or 9.7% compared to the first quarter of 2005. Excluding the impact of operations acquired in 2005, operating expenses increased $1.7 million or 5.3%. The primary drivers of this increase were an increase in audit and tax related expenses of $0.5 million, an increase in legal expenses of $0.2 million and an increase in billing expenses of $0.5 million.

Despite the increase in operating expenses compared to the prior year, operating expenses decreased $1.6 million or 4.3% compared to the fourth quarter of 2005. In comparison to the fourth quarter of last year, the $1.6 million decrease was principally driven by a decrease in employee benefits expenses of $1.0 million, a decrease in expenses related to HSD and long distance services of $0.4 million and a decrease in bad debt expenses of $0.2 million. Of the $1.0 million decrease in employee benefits expenses, $0.7 million related to an adjustment to the Company’s estimated health insurance reserves. This $0.7 million was offset by various other unusual expenses during the quarter.

Also included in operating expenses are expenses associated with stock based compensation which are non-cash expenses. Total stock based compensation expenses for the three months ended March 31, 2006 and March 31, 2005 were $0.6 million and $0.4 million, respectively. Depreciation and amortization expense increased $0.6 million compared to the same period in 2005.

Income from operations decreased $0.7 million to $15.6 million for the three months ended March 31, 2006 compared to the three months ended March 31, 2005. This decrease was principally driven by the increases in expenses noted above, net of increases in revenues.

Earnings per share on a fully diluted basis were $0.17 for the three months ended March 31, 2006, compared to earnings per share on a fully diluted basis of $0.46 for the same period in 2005. This decrease primarily results from certain unusual items related to the Company’s initial public offering in February 2005.

Adjusted EBITDA for the three months ended March 31, 2006 was $33.3 million, compared to Adjusted EBITDA of $32.4 million for the same period in the prior year.

2

Cash Available for Dividends of $18.4 million was generated during the three months ended March 31, 2006, down slightly from the $18.9 million generated in the three months ended December 31, 2005.

Operational highlights

·Total HSD subscribers increased by 3,862 in the first quarter of 2006 to 49,145 at March 31, 2006. HSD penetration increased to 20.3% of voice access lines compared to 15.4% at March 31, 2005 and 18.6% at December 31, 2005.

·DSL average revenue per subscriber (“ARPU”) was $40.57 for the first quarter of 2006. The Company’s quarterly DSL ARPU has remained fairly consistent over the past year.

·At the end of the first quarter of 2006, DSL penetration was 18.3% of voice access lines, compared to 14.2% at the end of the first quarter of last year.

·Interstate long distance penetration as of March 31, 2006 increased to 45.2% of voice access lines compared to 40.9% at the end of the first quarter of 2005 and 44.5% at December 31, 2005, primarily as a result of the Company’s continuing efforts to sell a voice bundled offering consisting of local voice, long distance and enhanced calling services.

·Total access line equivalents were 290,682 as of March 31, 2006, representing an increase of 1,783 or 0.6% from December 31, 2005. Total access line equivalents as of March 31, 2006 increased 5.3% compared to March 31, 2005 and increased 1.3% excluding lines acquired in 2005.

·Voice access lines, excluding acquired lines, decreased during the first quarter of 2006 by 0.8% to 241,537 compared to December 31, 2005.   Voice access lines, excluding acquired lines, as of March 31, 2006 decreased 2.9% compared to March 31, 2005.

·Preparation for the upcoming MACC billing conversion is on plan. The conversion of all companies currently on the CSG platform, 17 of our 28 operating companies, is expected to be completed by the middle of 2006 with the remainder of the companies expected to be converted by early 2007 at a total cost estimated to be approximately $5.5 million.

·In April 2006, the Company received proceeds of $26.9 million from the liquidation of the Rural Telephone Bank. The Company will record a gain of approximately $4.1 million in the second quarter of 2006. This $4.1 million will be included in the Company’s Cash Available for Dividends calculation in the second quarter.

·On May 1, 2006, the Company received proceeds of $16.9 million from the sale of its investment in Southern Illinois Cellular Corp. The Company will record a gain of approximately $12.4 million in the second quarter of 2006. This $12.4 million will be included in the Company’s Cash Available for Dividends calculation in the second quarter.

3

Access Line Equivalents

	3/31/2006	12/31/2005	3/31/2005	% change 3/31/05 to 3/31/06
Access lines, excluding acquired lines:
Voice access lines(1)	232,196	234,167	239,250	(2.9	%)
HSD subscribers	47,615	43,949	36,917	29.0	%
Subtotal: Access line equivalents	279,811	278,116	276,167	1.3	%
Access lines for companies acquired in last twelve months(2):
Voice access lines	9,341	9,449	—	—
HSD subscribers	1,530	1,334	—	—
Subtotal: Access line equivalents	10,871	10,783	—	—
Total access line equivalents	290,682	288,899	276,167	5.3	%

(1)As previously disclosed, a delay in non-pay disconnects early in 2005 resulted in a higher number of non-pay disconnects in the third and fourth quarters of 2005 as the Company returned to a more normal collections process.

(2)Represents voice access lines and HSD subscribers for companies owned less than twelve months. The Company completed the acquisition of Berkshire Telephone Corporation in the second quarter of 2005 and the acquisition of Bentleyville Communications Corporation in the third quarter of 2005.

Cash Available for Dividends

The Company’s credit facility contains a covenant that limits its ability to pay cash dividends on its common stock to the amount of Cumulative Cash Available for Dividends that accumulates from April 1, 2005 through the end of the Company’s most recent fiscal quarter for which financial statements are available and a compliance certificate has been delivered (which, as of March 31, 2006, was the quarter ended December 31, 2005). Under this covenant, as of March 31, 2006, the Company had Cumulative Cash Available for Dividends of $23.0 million, from which it paid a dividend on April 18, 2006 of $13.8 million, resulting in a carryover of $9.2 million of Cumulative Cash Available for Dividends. In addition to this $9.2 million carryover, based on the Company’s financial performance through March 31, 2006 as described in this earnings release, the Company generated an additional $18.4 million of Cash Available for Dividends and as a result expects to have approximately $27.6 million of Cumulative Cash Available for Dividends from which to declare and pay its next dividend. Cash Available for Dividends corresponds to the term “Available Cash” in the Company’s credit facility and Cumulative Cash Available for Dividends corresponds to the term “Cumulative Distributable Cash” in the Company’s credit facility.

Outlook

The Company estimates that full year capital expenditures in 2006 will be approximately $29.5 to $31.5 million. This estimate of capital expenditures includes the anticipated capital costs of the MACC billing conversion and the anticipated capital expenditures related to the previously announced pending acquisition of Cass County Telephone. The increase in capital expenditures from previous guidance is due to an increase in housing growth in some of the Company’s markets. The Company expects a substantial portion of its 2006 capital expenditures to occur during the second quarter of 2006.

4

The Company continues to estimate that interest expense for 2006 will be approximately $36 to $38 million. This estimate takes into account the pending Cass County Telephone acquisition, the proceeds received from the sale of the Company’s investment in Southern Illinois Cellular Corp. and the proceeds received from the liquidation of the Rural Telephone Bank.

The Company also estimates that, based on its current projections, it expects that the dividends paid to its shareholders in 2006 will be treated as a qualified dividend for tax purposes, partially due to gains recognized on the non-core asset sales in 2006. The Company will update these projections as the year progresses.

Conference Call and Webcast

As previously announced, FairPoint will host a conference call and simultaneous webcast to discuss its first quarter results at 8:30 a.m. EDT on May 3, 2006. Participants should call (888) 253-4456 (US/Canada) or (706) 643-3201 (International) and request the FairPoint Communications call. A telephonic replay will be available for anyone unable to participate in the live call. To access the replay, call (800) 642-1687 and enter the confirmation code 8085195. The recording will be available from Wednesday, May 3, 2006 at 1:00 p.m. through Wednesday, May 10, 2006 at 11:59 p.m. (EDT).

A live broadcast of the earnings conference call will be available via the Internet at www.fairpoint.com under the Investor Relations section. An online replay will be available beginning at 1:00 p.m. (EDT) on May 3, 2006 and remain available for one year. During the conference call, representatives of FairPoint may discuss and answer one or more questions concerning FairPoint’s business and financial matters. The responses to these questions, as well as other matters discussed during the conference call, may contain information that has not been previously disclosed.

Non-GAAP Financial Measures

EBITDA (as defined herein), Adjusted EBITDA and Cash Available for Dividends are non-GAAP financial measures (i.e., they are not measures of financial performance under generally accepted accounting principles) and should not be considered in isolation or as a substitute for consolidated statements 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 definitions of and additional information regarding EBITDA, Adjusted EBITDA and Cash Available for Dividends, and a reconciliation of such measures to the most comparable financial measures calculated in accordance with GAAP, please see the attachments to this press release.

FairPoint believes EBITDA is useful to investors because EBITDA is commonly used in the telecommunications industry to analyze companies on the basis of operating performance, liquidity and leverage. FairPoint believes EBITDA allows a standardized comparison between companies in the industry, while minimizing the differences from depreciation policies, financial leverage and tax strategies.

Certain covenants in FairPoint’s credit facility contain ratios based on Adjusted EBITDA and the restricted payment covenant in FairPoint’s credit facility regulating the payment of dividends on its common stock is based on Adjusted EBITDA. If FairPoint’s Adjusted EBITDA were to decline below certain levels, covenants in FairPoint’s credit facility that are based on Adjusted EBITDA may be violated and could cause, among other things, a default under such credit facility, or result in FairPoint’s inability to pay dividends on its common stock.

5

FairPoint believes Cash Available for Dividends is useful to investors as a means to evaluate FairPoint’s ability to pay dividends on its common stock. However, FairPoint is not required to use such cash to pay dividends and any dividends are subject to declaration by FairPoint’s board of directors and compliance with Delaware law and the terms of its credit facility.

While FairPoint uses these non-GAAP financial measures in managing and analyzing its business and financial condition and believes they are useful to its management and investors for the reasons described above, these non-GAAP financial measures have certain shortcomings. In particular, Adjusted EBITDA does not represent the residual cash flows available for discretionary expenditures, since items such as debt repayment and interest payments are not deducted from such measure. FairPoint’s management compensates for the shortcomings of these measures by utilizing them in conjunction with their comparable GAAP financial measures.

The information in this press release should be read in conjunction with the financial statements and footnotes contained in FairPoint’s quarterly report to be filed with the Securities and Exchange Commission.

About FairPoint

FairPoint is a leading provider of communications services to rural communities across the country. Incorporated in 1991, FairPoint’s mission is to acquire and operate telecommunications companies that set the standard of excellence for the delivery of service to rural communities. Today, FairPoint owns and operates 28 rural local exchange companies (RLECs) located in 17 states, offering an array of services, including local and long distance voice, data, Internet and broadband offerings.

Forward Looking Statements

This press release 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’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 readers are cautioned not to place undue reliance on such forward-looking statements. All information is current as of the date this press release is issued, and FairPoint undertakes no duty to update this information. FairPoint’s results for the quarter ended March 31, 2006 are subject to the completion and filing with the Securities and Exchange Commission of its Quarterly Report on Form 10-Q for such period.

Source: FairPoint Communications, Inc. www.fairpoint.com

Investor Contact: Brett Ellis (866) 377-3747, bellis@fairpoint.com
Media Contact: Jennifer Sharpe (704) 227-3629, jsharpe@fairpoint.com

#  #  #

Attachments

6

FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets

	March 31,			December 31,
	2006			2005
	(unaudited)
	(Dollars in thousands)
Assets
Current assets:
Cash	$	9,655		$	5,083
Accounts receivable, net	29,740			34,985
Other	12,412			9,200
Deferred income tax, net	26,800			29,190
Assets of discontinued operations	—			90
Total current assets	78,607			78,548
Property, plant, and equipment, net	233,023			242,617
Investments	38,228			39,808
Goodwill	481,343			481,343
Deferred income tax, net	44,264			47,160
Deferred charges and other assets	21,507			18,663
Total assets	$	896,972		$	908,139
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	10,267		$	12,030
Dividends payable	13,817			13,789
Current portion of long-term debt	685			677
Demand notes payable	336			338
Accrued interest payable	141			288
Other accrued liabilities	16,171			20,808
Liabilities of discontinued operations	2,543			2,495
Total current liabilities	43,960			50,425
Long-term liabilities:
Long-term debt, net of current portion	604,805			606,748
Deferred credits and other long-term liabilities	5,410			4,108
Total long-term liabilities	610,215			610,856
Minority interest	10			10
Stockholders’ equity:
Common stock	351			350
Additional paid-in capital	570,500			590,131
Unearned compensation	—			(6,475		)
Accumulated deficit	(336,915		)	(342,635		)
Accumulated other comprehensive income, net	8,851			5,477
Total stockholders’ equity	242,787			246,848
Total liabilities and stockholders’ equity	$	896,972		$	908,139

7

FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)

	Three months ended March 31,
	2006			2005
	(Dollars in thousands)
Revenues	$	64,791		$	61,665
Operating expenses:
Operating expenses, excluding depreciation and amortization	35,605			32,443
Depreciation and amortization	13,635			13,010
Total operating expenses	49,240			45,453
Income from operations	15,551			16,212
Other income (expense):
Net loss on sale of investments and other assets	(52		)	(178		)
Interest and dividend income	340			552
Interest expense	(9,753		)	(16,970		)
Equity in net earnings of investees	3,286			2,656
Other nonoperating, net	—			(86,164		)
Total other expense	(6,179		)	(100,104		)
Income (loss) before income taxes	9,372			(83,892		)
Income tax (expense) benefit	(3,652		)	94,934
Net income	$	5,720		$	11,042
Weighted average shares outstanding:
Basic	34,552			23,913
Diluted	34,647			24,006
Earnings per share:
Basic	$	0.17		$	0.46
Diluted	$	0.17		$	0.46

8

FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)

	Three months ended March 31,
	2006			2005
	(Dollars in thousands)
Cash flows from operating activities:
Net income	$	5,720		11,042
Adjustments to reconcile net income to net cash provided by (used in) operating activities of continuing operations:
Dividends and accretion on shares subject to mandatory redemption	—			2,362
Loss on preferred stock subject to mandatory redemption	—			9,899
Deferred income taxes	3,253			(95,694	)
Amortization of debt issue costs	444			711
Depreciation and amortization	13,635			13,010
Loss on early retirement of debt	—			76,265
Income from equity method investments	(3,286		)	(2,656	)
Other non cash items	387			575
Changes in assets and liabilities arising from operations:
Accounts receivable and other current assets	4,293			2,742
Accounts payable and accrued expenses	(3,262		)	(19,028	)
Income taxes	(221		)	(666	)
Other assets/liabilities	(47		)	14
Total adjustments	15,196			(12,466	)
Net cash provided by (used in) operating activities of continuing operations	20,916			(1,424	)
Cash flows from investing activities of continuing operations:
Net capital additions	(5,944		)	(4,660	)
Distributions from investments	3,430			2,240
Net proceeds from sales of investments and other assets	1,746			175
Other, net	(36		)	(181	)
Net cash used in investing activities of continuing operations	(804		)	(2,426	)
Cash flows from financing activities of continuing operations:
Net proceeds from issuance of common stock	—			432,092
Debt issue and offering costs	—			(7,488	)
Proceeds from issuance of long-term debt	13,850			573,409
Repayments of long-term debt	(15,787		)	(793,690	)
Repurchase of preferred and common stock	—			(129,278
Payment of fees and penalties associated with early retirement of long term debt	—			(59,754
Payment of deferred transaction fee	—			(8,445
Proceeds from exercise of stock options	24			184
Dividends paid to common stockholders	(13,765		)	—
Net cash provided by (used in) financing activities of continuing operations	(15,678		)	7,030
Net cash contributed from continuing operations to operating activities of discontinued operations	138			(283	)
Net increase in cash	4,572			2,897
Cash, beginning of period	5,083			3,595
Cash, end of period	$	9,655		6,492

9

Fairpoint Communications, Inc.

Non-GAAP Financial Measures Reconciliation

For the Three Months Ended March 31, 2006 and 2005

	Three Months Ended			Three Months Ended
	03/31/06			03/31/05
	(Dollars in Thousands)
Net cash provided by (used in) operating activities from continuing operations	$	20,916		$	(1,424	)
Adjustments:
Depreciation and amortization	(13,635		)	(13,010
Stock-based Compensation, net of forfeitures	(798		)	8,538
Other non-cash items
Changes in assets and liabilities arising from continuing operations, net of acquisitions	(763		)	16,938
Income from continuing operations	5,720			11,042
Adjustments:
Interest expense	9,753			16,970
Provision for income taxes	3,652			(94,934		)
Depreciation and amortization	13,635			13,010
EBITDA	32,760			(53,912		)
Adjustments:
Net (gain) loss on sale of investments and other assets	52			178
Equity in earnings of investee	(3,286		)	(2,656		)
Distributions from investments	3,430			2,240
Non-cash stock based compensation	614			407
Loss on early retirement of debt	—			76,265
Loss on redemption of preferred stock	—			9,899
Other non-cash item	(318		)
Deferred patronage dividends	41			(2		)
Adjusted EBITDA	$	33,293		$	32,419
Plus (minus):
Scheduled principal payments	(159		)	(422		)
Cash interest expense (adjusted for amortization, swap interest and dividend and accretion on series A preferred stock)	(9,309		)	(13,901
Capital expenditures and other	(5,944		)	(5,034		)
Cash received on account of non-cash income excluded from Adjusted EBITDA	1,000			—
Gain on sale of investment/assets	175			—
Cash income taxes	(620		)	(238		)
Cash Available for Dividends	$	18,436		$	12,824

"EBITDA" means net income (loss) before income (loss) from discontinued operations, interest expense, income taxes, and depreciation and amortization.

"Adjusted EBITDA" is defined in FairPoint's credit facility as (i) the sum of Consolidated Net Income (which is defined in FairPoint's credit facility and includes distributions from investments), plus the following to the extent deducted from Consolidated Net Income:

provision for taxes, consolidated interest expense, depreciation, amortization, losses on sales of assets and other extraordinary losses, and certain other non-cash items, each as defined, minus (ii) gains on sales of assets and other extraordinary gains and all non-cash items increasing Consolidated Net Income.

"Cash Available for Dividends"  means Adjusted EBITDA, minus (i) cash interest expense (adjusted for amortization, swap interest and dividends and accretion on series A preferred stock), (ii) scheduled principal payments on indebtedness, (iii) capital expenditures, (iv) investments, (v) cash income taxes, and  (vi) non-cash items excluded from Adjusted EBITDA and paid in cash, plus (i) the cash amount of any extraordinary gains and gains realized on asset sales other than in the ordinary course of business, and (ii) cash received on account of non-cash gains or non-cash income excluded from Adjusted EBITDA.

10

Fairpoint Communications, Inc.

Sequential Financial Information for the Quarters ending March 31, 2006 and December 31, September 30, June 30, and March 31, 2005

	Three Months Ended			Three Months Ended			Three Months Ended			Three Months Ended			Three Months Ended
(Dollars in thousands)	March 31, 2006			December 31,2005			September 30, 2005			June 30, 2005			March 31, 2005
Consolidated Results:
Revenues:
Local calling services	$	16,282		$	16,919		$	16,586		$	15,982		$	15,617
USF - high cost loop support	4,819			5,189			5,045			4,707			4,796
Interstate access revenue	17,636			20,627			17,697			20,083			16,880
Intrastate access revenue	8,977			10,165			10,227			9,534			10,083
Long distance services	5,399			5,694			5,694			4,798			4,682
Data and internet services	6,683			6,409			6,230			5,937			5,592
Other services	4,995			4,931			4,559			4,165			4,015
Total revenues	64,791			69,934			66,038			65,206			61,665
Operating expenses	49,240			50,518			51,417			48,427			45,453
Income from operations	15,551			19,416			14,621			16,779			16,212
Other income (expense) (1)	(6,179		)	(6,881		)	(6,927		)	(7,660		)	(100,104		)
Earnings (loss) from continuing operations before income taxes	9,372			12,535			7,694			9,119			(83,892
Income taxes (2)	(3,652		)	(4,819		)	(3,504		)	(3,515		)	94,934
Minority interest in income of subsidiaries	—			—			(1		)	(1		)	—
Income from discontinued operations	—			380			—			—			—
Net income	$	5,720		$	8,096		$	4,189		$	5,603		$	11,042
Cash Available for Dividends:
Adjusted EBITDA	$	33,293		$	37,592		$	31,018		$	33,806		$	32,419
Plus (minus):
Scheduled principal payments (3)	(159		)	(157		)	(155		)	(124		)	(422		)
Cash interest expense (adjusted for amortization, swap interest and dividend and accretion on series A preferred stock)	(9,309		)	(9,433		)	(9,663		)	(9,203		)	(13,901		)
Capital expenditures and other	(5,944		)	(9,523		)	(8,355		)	(5,230		)	(5,034		)
Cash received on account of non-cash income excluded from Adjusted EBITDA	1,000			—			—			—			—
Gain on sale of investment/assets	175			—			—			—			—
Cash income taxes	(620		)	458			(292		)	(237		)	(238		)
Cash Available for Dividends	$	18,436		$	18,937		$	12,553		$	19,012		$	12,824
Cumulative Cash Available for Dividends: (4)
Beginning Balance	$	22,972		$	17,800		$	19,012		$	—
Add:
Cash Available for Dividends generated during the quarter	18,436			18,937			12,553			19,012
Less:
Dividends declared and/or paid after July 30, 2005	(13,792		)	(13,765		)	(13,765		)	—
Cumulative Cash Available for Dividends	$	27,616		$	22,972		$	17,800		$	19,012
Other information:
Gross property, plant and equipment	$	764,431		$	760,221		$	752,872		$	730,170		$	706,848
Capital expenditures	5,944			9,325			8,256			5,002			4,819
Interest expense (adjusted for amortization and swap interest)	(9,309		)	(9,433		)	(9,663		)	(9,203		)	(13,901		)
Access line equivalents	290,682			288,899			291,072			287,723			276,167
Residential access lines	186,384			188,206			192,149			192,643			186,640
Business access lines	55,153			55,410			55,903			54,170			52,610
High Speed Data subscribers	49,145			45,283			43,020			40,910			36,917
DSL subscribers	44,235			40,939			39,035			37,621			33,889
Other HSD subscribers (Wireless and Cable modems)	4,910			4,344			3,985			3,289			3,028

Footnotes:

(1)Other expense during 2005 includes $77.8 million loss on early retirement of debt and $9.9 million loss on repurchase of preferred stock.

(2)Income tax benefit for the three months ended March 31, 2005 includes $28.9 million associated with current period loss and $66.0 million due to the recognition of deferred tax benefits from the reversal of the valuation allowance.

(3)Scheduled principal payments do not include repayment of long term debt associated with the Company's bank refinancing completed on February 8, 2005.

(4)Cumulative Cash Available for Dividends means the amount of Cash Available for Dividends generated beginning on April 1, 2005, minus the aggregate amount of dividends paid after July 30, 2005, minus the aggregate amount of investments made after April 1, 2005 using such cash, plus the aggregate amount of distributions received from such investments (not to exceed the amount originally invested).

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EX-99.2

Exhibit 99.2

FINAL TRANSCRIPT

      

Conference Call Transcript

FRP - Q1 2006 FairPoint Communications, Inc. Earnings Conference Call

Event Date/Time: May. 03. 2006 / 8:30AM ET

CORPORATE PARTICIPANTS

Brett Ellis

FairPoint Communications, Inc. - - Director of Financial Reporting

Gene Johnson

FairPoint Communications, Inc. - - Chairman, CEO

John Crowley

FairPoint Communications, Inc. - CFO

Jim Weigert

Fairpoint Communications, Inc. - - Senior VP of Marketing.

CONFERENCE CALL PARTICIPANTS

Jonathan Chaplin

JPMorgan - Analyst

Raina Smyth

Morgan Stanley - Analyst

PRESENTATION

Operator

Good morning. My name is Natasha and I will be your conference operator today. At this time I would like to welcome everyone to the FairPoint Communications First Quarter 2006 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers remarks there will be a question and answer session. [OPERATOR INSTRUCTIONS] I would now like to turn the call over to Brett Ellis, Director of Financial Reporting.

Brett Ellis  - FairPoint Communications, Inc. - Director of Financial Reporting

Good morning, everyone and thank you for joining the FairPoint First Quarter Earnings Conference Call. Participating on today’s call are Gene Johnson, our CEO, and John Crowley, our CFO.

Before we begin, I would like to remind you that certain statements made during this conference call which are not based on historical facts may be deemed to constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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’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.

All information is current, as of the date of this earnings call and FairPoint undertakes no duty to update this information. In addition, FairPoint’s results for the quarter ended March 31, 2006, are subject to the completion and filing with the Securities and Exchange Commission of its quarterly report on Form 10-Q for such period. Having said this, allow me to introduce Gene Johnson, our Chairman and CEO.

Gene Johnson  - FairPoint Communications, Inc. - Chairman, CEO

Thanks, Brett. Good morning, everyone.

I hope you have all had a chance to see our press release and I am going to discuss that in more detail in a few minutes. I did want to say thank you though to all the members of the FairPoint team, whose hard work and dedication have again delivered, what I think are very solid operating

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results. We continue to execute on a business strategy that we believe is proving very successful and that is enhancing shareholder value. I am quite pleased with our operating progress and the focus on our financial metrics.

The first quarter I think really demonstrates our ability to pay and to sustain our dividend. We remain very focused on the dividend policy. We generated cash available for dividends during the quarter of $18.4 million and we declared a dividend of $13.8 million during the quarter.

At March 31st our cumulative cash available for dividends grew to $27.6 million. That is quite significant we think. We believe it puts us in a strong position relative to the dividend and we are going to look to continue to improve that balance even further as time goes on.

I can’t provide any specifics for obvious reasons. I do want to tell you that we have seen a growing pipeline of potential M&A activity within our sector. We think that it is a very positive development for FairPoint. We, as you know, are actively seeking strategic acquisitions that are accretive to the bottom line that will help increase the cash available for dividend balance and will provide a sustainable dividend for the benefit for the shareholders. We are absolutely convinced that scale and scope are essential to creating long-term shareholder value in our business.

A couple of comments about our operating results. Even as we continue our concentration on the billing system conversion, we have been able to function at a very high level operationally. Our team is working very hard to build a brand to provide the kinds of service that our customers expect. And our customers are absolutely responding. Our customer first focus is continuing to translate into tangible measurable results.

I really cannot stress enough to you the importance of the continued growth of our high-speed data subscribers. Our penetration increased to 20.3% at March 31st up from 18.6% at the end of the fourth quarter. Importantly, our DSL ARPU remained consistent to our prior quarters in the $40 to $41 range and we believe that consistency is reflective of our limited competition and the value of the services we are providing to our customers.

As I previously said, we are really pleased that the billing conversion is continuing on schedule and is going quite well. It is also operating right now well within budget. We are, and we expect that to continue to vigorously prepare for the conversion to the MACC customer master-billing platform in the next few months. During the first quarter, we completed a number of mediation tests with customer data and the results of these tests were really outstanding.

In addition, in March and April, we tested the interfaces of the MACC software with our other key systems both internal and external. No major problems were discovered. The software perfectly interfaces with all the existing systems.

We expect the first FairPoint Company to convert to the MACC platform later this month and we expect the mailing of bills using the MACC platform to occur in June of 2006. All of these benchmarks are consistent with the original timetable that we laid out last year.

We still anticipate that all the companies currently on ICMS, which represent about two-thirds of our access lines, will be converted to MACC by the middle of the year. We expect that the remaining non- ICMS companies will be converted by early to mid 2007, so that is still the schedule we laid out for you last year. The end results will be a system and process that is going to allow us to better serve our customers, enhance our marketing efforts, and increase operational efficiency.

In addition, comments about the Cass County assets purchase that is still going along quite nicely. We still expect the transaction to close sometime around mid-year. You remember that company serves about 8600 access lines equivalence in Kansas and Missouri and fits very nicely into the acquisition profile that we have established. It is quite rural in nature. It has DSL service available currently to 90% of its access lines. It is not subject to significant cable modem competition in its markets. It is very consistent with FairPoint and the way we look as a company.

We really are excited about the transaction and really want to get it closed soon. We know it is going to be immediately accretive to free cash flow. It is going to have an important impact on the dividend pay-out ratio, which we are constantly working to drive down.

Another really important benefit to that transaction is the area is receiving a significant amount of new home growth and we are planning for it in the capital budget projections and so on. But in addition to that growth opportunity, we are starting now to see some significant housing growth in both in our Washington and Florida market places. John is going to discuss that a little bit more in his comments when he talks about some of the financial metrics in a few minutes.

I said last quarter when I talked to you that the strategy we are going to use to provide a platform for growth and favorable shareholder value that we keep talking about is to increase sales, to increase operating efficiency, to really cultivate customer loyalty, because at the end of the day, it is all about our customers, and if we do not have good strong willing customers, we cannot sell to them. And so, it is all about customer loyalty.

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And then finally, a very prudent focus on M&A activity. On the sales front, I have to tell you we continue to really sell and I am very pleased with how we are doing on sales, Jim Weigert our Senior VP in Marketing is with us today and he is doing a terrific job.

High-speed data penetration, I said earlier is now 20.3%. A lot of people in the marketing and the customer service teams have really worked hard to make this a reality. I am very pleased with what they are doing. We expect that we are going to continue increasing penetration over the coming quarters in our high-speed data products.

As to operating efficiencies, we are going to make a lot of progress on the MACC conversion. That is going to have a significant impact on the operations next year. We continue to leverage our capital efficiency as well, and I think that is very important. In April, for instance, we received a $26.9 million of proceeds from the RTB liquidation. The carrying value of that investment was about $22.8 million. We will record a gain of about $4.1 million on the transaction, and we are going to recognize that gain in the second quarter, and the $4.1 million will be added to the Company’s existing amount available to pay dividends under the credit facility.

In addition, this week, we closed the previously announced transaction to sell our Southern Illinois Cellular Corp investment. We received cash proceeds of $16.9 million, and we are going to record a gain of $12.4 million, again, that is going to be in the 2nd quarter. The gain portion will be added to the company’s amounts available to pay dividends.

I also want to mention that about $2.6 million of the proceeds are still held in escrow on this transaction and we hope to receive these funds at a later date, and when we receive the funds, we will record the gains on that additional money at that time.

Finally, M&A. As I said earlier, we think there is a potential of a growing number of transactions in the coming quarters. We believe that we are well positioned to be a part of this activity. Our track record clearly speaks for itself in this area, and as the Cass County transaction shows, we will continue to seek out complementary assets that will provide our company opportunities for growth and that will increase shareholder value. Let me also say that the 2 transactions that we closed last year are both moving along quite nicely, meeting all of our expectations. We are very pleased with that integration. Essentially, I think it is fair to say these transactions are complete and are now we are operating just like we would any FairPoint company. So, you will not be hearing us talk about those 2 transactions in the future, specifically, because we think that transition is behind us.

Looking forward, we remain really optimistic about the M&A environment. We are currently looking at a lot of different opportunities, but as I have said many, many times in the past, we will never overpay for assets. We will always look to maximize the shareholders’ investment in FairPoint. We are in the same boat as you are. Everyone sitting around this table in Charlotte are shareholders and we are very interested in seeing the value of those shares grow.

So now that you have a broader picture, let me ask John Crowley, our CFO, to go through some financial metrics of the first quarter. Thank you very much.

John Crowley - FairPoint Communications, Inc. - CFO

In the first quarter, we earned revenues of $64.8 million, and increase of 5.1% over the same quarter in 2005. As Gene just mentioned, we completed two acquisitions in 2005, and if we exclude the affect of those acquisitions, our revenue still grew by 1.1% relative to the same period last year.

Excluding the impact of the acquired companies, in the first quarter, data and internet services revenues increased $900,000, primarily as a results of higher number HSD subscribers. DSL ARPU has been fairly consistent and average $40.50 in the 1st quarter. Long distance revenue increased $600,000 relative to last year as a result of an increase in both long distance penetration and minutes of use. These increases were partially offset by an decrease in intrastate revenue.

Operating expenses, excluding depreciation, increased $1.7 million excluding the impact of acquisitions compared to the first quarter 2005. However, operating expenses decreased $1.6 million compared to the fourth quarter of 2005. The improvement in operating expenses was primarily driven by decreases in employee benefits expense, of which $700,000 related to a change in the estimated health insurance reserves. While this $700,000 reduction in expenses is not likely to recur, it was offset by other expense increases during the quarter, which also will not likely recur.

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Adjusted EBITDA for the quarter was $33.3 million compared to $32.4 million in the same period last year. The increase in adjusted EBITDA was principally due to the increase in distributions from investments, including approximately $1 million distribution from the CoBank.

Net income for the quarter was $5.7 million, earnings per share on a fully diluted basis, for the quarter, was $0.17 compared to $0.46 in the first quarter of ‘05, but keep in mind the $0.46 in last years first quarter was primarily driven by certain non-operating items related to our initial public offering.

In the quarter, we generated cash available for dividends of $18.4 million, and we declared a dividend in the quarter of $13.8 million.

Significant items that affected the cash available for dividends generated in the quarter were a distribution from Orange County Poughkeepsie of $2.2 million, the distribution from CoBank that I just mentioned of $1 million. Capital expenditures in the quarter of $5.9 million, and the receipt of the first installment of the CSG settlement of $1 million.

Therefore, the cumulative cash available for dividends, as defined in the earnings release, increased $4.6 million in the first quarter to $27.6 million at the end of the quarter. I would like to note that the distribution from CoBank is not likely to recur this year, but we continue to hold that investment. Because of the focus on our ability to pay our dividend, I want to point out the effect on our cash available for dividends and some of our recent transactions. As Gene just mentioned, we have now received the liquidating distribution from the Rural Telephone Bank of $26.9 million. This will increase our cash available per dividends, in the 2nd quarter, by approximately $4.1 million, which is the amount of the gain.

In addition, on Monday we closed on the sale of SICC in which we received the $16.9 million in proceeds so far and expect to record a gain of approximately $12.4 million in the second quarter. The gain from the sale will also be included in cash available for dividends in the second quarter.

At the end of March our access line equivalents were nearly 291,000 versus 276,000 last year. The increase is primarily due to the acquisition of Berkshire Telephone and Bentleyville Communications, but also due to a solid increase in HSD subscribers as Gene just mentioned.

The acquisitions added just over 10,800 access line equivalents in 2005, excluding acquired lines; we added a net of over 3,600 HSD subscribers in the first quarter of 2006. This increase reflects the success of our marketing efforts, and these increases were offset by a decrease in voice access lines of 1,971 during the quarter at companies that were owned for more than 1 year.

Our HSD success is due to the rural nature of our market. We currently have limited wire line competition and limited voice competition from cable providers in our markets and we do not seem to have a meaningful impact in wireless substitution.

I know that everyone tracks this quite carefully. We’ve updated our competitive matrix and we estimate that a modem offering by cable competitor is available still in only 39% of our homes passed. The level of cable competition was unchanged from the fourth quarter.

As Gene mentioned, we are increasing our 2006 capital expenditure guidance by $1.5 million. These additional capital expenditures are to accommodate growth opportunities in a couple of our markets. As Gene mentioned earlier, we have experienced an increase in our housing development in our Washington and Florida markets, that would be Ellensburg, Yelm, Washington, and Port Saint Joe, Florida, and we need to expand our plant to these new homes.

There are currently more than 3,800 housing units or lots under development in our markets, which is about double what we usually experience. We are very excited about this growth and should realize solid returns on these incremental capital expenditures now and in the future through increased revenues and EBITDA. We estimate that 1,400 of the new units under construction will be occupied this year at minimum.

I also wanted to mention that we are expecting a substantial portion of our 2006 capital expenditures to occur in the second quarter. This was meant to take advantage of weather conditions for outside plant construction, and could result in $12-13 million invested in the quarter within the overall budget, the new guidance of $29.5-$31.5 million. That concludes my review of the financials. I’ll turn it back to Gene now to take questions. Thank you very much.

Gene Johnson  - FairPoint Communications, Inc. - Chairman, CEO

Great. We’ll take your questions now.

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QUESTION AND ANSWER

Operator

[OPERATOR INSTRUCTIONS] Your first question comes from Jonathan Chaplin with JP Morgan Chase.

Jonathan Chaplin  - JPMorgan - Analyst

Good morning. Thanks for taking the question. The intrastate revenue was down sharply this quarter sequentially. I’m just wondering is 1Q of these numbers a good run rate to expect for coming quarters or do you see any incremental pressures in this revenue item? I am wondering if there are any sort of pending rate cases in the pipeline? And then a couple of quick housekeeping items. I’m wondering if you could just walk through a little bit the benefit that you got from the healthcare reserves? Was this just a change in the assumptions that you make on the liability side or is there something else there? And can you give us some color on what cash earned for non-cash income is? It was about a $1 million benefit to cash available to pay dividends. Thanks.

Gene Johnson - FairPoint Communications, Inc. - Chairman, CEO

I’ll let John answer all of these questions.

John Crowley  - FairPoint Communications, Inc. - CFO

Thanks. There were a couple of small unusual items as we transitioned from the fourth quarter to the first quarter in intrastate revenues. I would certainly not say that that is a long term trend. There is, of course, a trend in declining intrastate access revenues generally, but not as dramatic as you’re seeing. There was a compromise that we agreed on a disagreement we had with the New York State PUC on certain expense items, which has been satisfactorily resolved, and there was a small prior period adjustment. But it is a true statement that minutes of use are slowly trending down in intrastate category.

With regard to your second question, on the health insurance reserves, what happened there is we changed one assumption used in the estimate of our health insurance reserves which resulted in a $700,000 decrease in expenses in the quarter. The explanation of that is we are self-insured, but we purchase reinsurance for catastrophic claims. At the end of every quarter, we report an estimate our liability for claims that have been incurred but not reported to us. This estimate uses a number of assumptions, one of which is the estimated length of time required for a claim to be processed by various health providers. As technology and other factors have improved, the estimated time to process the claim has decreased and we adjusted the calculation appropriately. I should point out though that while this $700,000 adjustment in health insurance expenses in unlikely to recur, it is offset by a number of expense increases that occurred in the quarter that are also not likely to recur. We think that it is reasonably normalized as is. But you are correct that that is likely to be a one time adjustment.

Finally, on the cash received on non-cash items that is something that you will see 4 times in our cash available for dividends summary and then that will go away. That $1 million represents the treatment for the accounting for the CSG payment that we will be receiving the course of this year. We are scheduled to receive $1 million per quarter for the year, but that could be accelerated if we complete the usage of the ICMS platforms early.

Jonathan Chaplin  - JPMorgan - Analyst

Okay, so if I could just follow-up on my first question again? So, is sort of $36 million in intrastate revenue a good run rate? I’m just wondering are there any other impacts apart from MOU declines during the course of the year that would cause the number of subsequent quarters to be very different from what we we’ve seen this quarter?

John Crowley - FairPoint Communications, Inc. - CFO

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No, there’s no reason to expect that that trend is going to change in any way. The one caveat that I do have to say is to try and trend any of our revenue or expense items is that we can really only trend out one quarter because then there will be changes as a consequence of the Cass County acquisition.

Jonathan Chaplin  - JPMorgan - Analyst

That’s fair. Okay. And then some of the incremental CapEx that you guys are spending over the course of the year, will you be getting an incremental benefit in terms of USF for access as a result of that? Further down the line?

John Crowley - FairPoint Communications, Inc. - CFO

As soon as those passing convert into access lines and come on stream, that’s correct, we’ll get the benefit of that. We’re quite excited about that because the incremental investment per passing is quite modest. It’s only about $500 or $600 per access line, and obviously based on our returns, we’ll get a very comfortable return on investment on that.

Operator

[OPERATOR INSTRUCTIONS] You’re next question comes from Raina Smyth with Morgan Stanley.

Raina Smyth - Morgan Stanley - Analyst

Hi, thanks for taking my question. I was just looking at the DSL or high-speed data additions this quarter. They were fairly strong. What are your expectations for the level going forward?

Gene Johnson  - FairPoint Communications, Inc. - Chairman, CEO

That’s a great question. And Jim Weigert, who is our Senior VP in Marketing, is with us and I think I’ll let him answer the question. He is the guru on that.

Jim Weigert - Fairpoint Communications, Inc. - Senior VP of Marketing.

Hi, thanks for the question. You know, we are really pleased with those results and we really feel positive that we are going to see some strong results going forward. And the reason for that is that we find that customers in rural America have a need, if not a greater need, to stay connected to the world, and the Internet and high-speed data is a great way to do that. And so, that combined with the fact that we’ve got an established base of dial-up customers that we already have a relationship with that already get bills from us or who pay us every month for a connection to the internet, as they realize the need for high speed and as the product demand becomes greater we can talk to them and continue to talk to them about enhancing their experience with an upgrade to high speed so we feel really positive about it and we think we are going to continue to see some strong growth.

Raina Smyth  - Morgan Stanley - Analyst

Thanks. Was there an increase in the conversion from dial-up in the quarter?

Jim Weigert - Fairpoint Communications, Inc. - Senior VP of Marketing.

Excuse me.

Raina Smyth  - Morgan Stanley - Analyst

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Was there an increase in the DSL adds that came from conversions from dial-up during the quarter compared to prior quarters?

Jim Weigert - Fairpoint Communications, Inc. - Senior VP of Marketing.

Well actually, as we see conversions from dial-up over time, there is a relationship I think really what happens is, when you have a bigger dial-up base its easier to convert those customers over too high speed data. And as that base decreases because you have upgraded them to high speed data, additional conversions actually represents a smaller percentage of your DSL upgrades. So actually we think that what we have seen is the majority of our customers that have upgraded to dial-up to DSL came on and have come on already. We continue to talk to them and from a percentage standpoint I would say it was probably less than it was in the previous quarter.

Operator

At this time there are no further questions. Are there any closing remarks?

Gene Johnson  - FairPoint Communications, Inc. - Chairman, CEO

No, just want to say everyone is reporting earnings at the same time this morning, so everyone wants to get off this call and get on other calls. I understand that and I really appreciate your attention. I think we had a great quarter. I am very proud of what the company has done and our people are doing. Thanks very much and you have a wonderful hardworking day.

Operator

This concludes today’s FairPoint Communications Conference Call. You may now disconnect.

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