EX-99.1 2 a07-22194_1ex99d1.htm EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

FAIRPOINT REPORTS SECOND QUARTER 2007 RESULTS

HSD Penetration Reaches 26.3%

Verizon Wireline Merger in Maine, New Hampshire and Vermont Remains on Track

Company Reiterates Full Year Financial and Operational Guidance

CHARLOTTE, N.C. (August 9, 2007) — FairPoint Communications, Inc. (NYSE:FRP) (“FairPoint” or the “Company”), a leading provider of communications services to rural and small urban communities across the country, today announced its financial results for the second quarter ended June 30, 2007.

·                  Revenues for the second quarter of 2007 increased $5.7 million, or 8.9% over the second quarter of 2006.  Excluding the impact of operations acquired in the last twelve months, revenues increased 1.6%, compared with the second quarter of 2006.

·                  Adjusted EBITDA (as defined herein) for the second quarter of 2007 was $29.9 million, compared with $33.2 million for the same period last year.  The decrease in Adjusted EBITDA is principally due to a $2.1 million reduction in distributions from investments due to the sale of the Company’s investment in Orange County-Poughkeepsie Limited Partnership in April 2007.

·                  Earnings per share on a fully diluted basis for the second quarter of 2007 were $0.88, compared with earnings per share on a fully diluted basis of $0.43 in the second quarter of 2006.  The increase in earnings per share is principally the result of gains realized on the sale of investments during the second quarter of 2007.

“As we enter the second half of 2007, we remain focused on our existing systems, while simultaneously preparing for the future regarding our merger with Verizon’s wireline operations in Maine, New Hampshire and Vermont,” said Gene Johnson, Chairman & CEO of FairPoint. “Our results today demonstrate this focus both financially and operationally, as our revenue results are strong, costs remain in-line and our ability to continue paying a consistent dividend is maintained. We continue to realize gains in our broadband penetration and overall broadband availability, while our total access line equivalents increased from the previous quarter, even as we completed our billing integration ahead of schedule and under budget.”

Mr. Johnson, concluded, “We are also making strong progress in northern New England, where we have already begun announcing our detailed plans to connect the region to a brighter future. As part of the proposed merger, we have made significant financial investments and announced our broadband strategy in Vermont and New Hampshire, as well as our plans to fill over 675 new positions. We have also strengthened our senior management team, including the recent promotion of Peter Nixon from COO to President. All of this is helping to ensure that we position FairPoint for future growth and continued financial and operational success. Simply put, we have the people, the infrastructure, and the product offerings in place to allow us to remain one of the leading telecom operators serving rural and small urban communities throughout the U.S.”




 

Results for the three month period ended June 30, 2007

Operating Revenues

Consolidated revenues for the three months ended June 30, 2007 were $69.9 million, an increase of $5.7 million or 8.9%, compared with the three months ended June 30, 2006.  Operations acquired in the last twelve months accounted for approximately $4.7 million of the increase in total revenues.  Excluding the impact of operations acquired in the previous twelve months, revenues increased approximately $1.0 million, or 1.6%, compared with the second quarter of the prior year.  Items contributing to the increase in revenues were increases in long distance revenue of $1.8 million, data and internet service revenue of $0.8 million, intrastate access revenue of $0.4 million and interstate access revenue of $0.2 million.  These increases were partially offset by decreases in other revenue of $0.7 million, universal service fund revenue of $0.7 million and local service revenue of $0.8 million.

Operating Expenses

Operating expenses (excluding depreciation and amortization) increased to $51.6 million compared to $36.3 million in the second quarter of 2006. Excluding the impact of operations acquired in the last twelve months, operating expenses increased $13.1 million. The primary drivers of this increase were merger related expenses of $8.3 million and increases in operating taxes of $1.6 million (principally related to the sale of the Company’s investment in Orange County-Poughkeepsie Limited Partnership), network operating and toll expenses of $0.9 million, cost of goods sold of $0.6 million (principally related to high speed data (“HSD”) and long distance services), operating insurance expenses of $0.2 million and audit and tax services of $0.2 million.

Also included in operating expenses are costs associated with stock based compensation which are non-cash expenses.  Total stock based compensation expenses for the three months ended June 30, 2007 and June 30, 2006 were $1.2 million and $0.7 million, respectively.  Depreciation and amortization expense decreased $1.0 million compared to the same period in 2006.

Net Income and Earnings per Share

Net income increased $15.7 million compared to the second quarter of 2006 resulting in net income of $30.8 million for the three months ended June 30, 2007.  This increase was primarily driven by the gain on the sale of investments, partially offset by an increase in expenses, as discussed above.  The Company reported earnings per share on a fully diluted basis of $0.88 for the three months ended June 30, 2007, compared with earnings per share on a fully diluted basis of $0.43 for the same period in 2006.

Net Cash Provided by Operating Activities from Continuing Operations

Net cash provided by operating activities from continuing operations for the six months ended June 30, 2007 was $24.3 million, a decrease of $22.9 million compared with the six months ended June 30, 2006.   The primary driver of this decrease in net cash provided by operating activities from continuing operations was the $16.0 million of merger related expenses incurred during the six months ended June 30, 2007.  The remaining decrease is due to other changes in current assets and liabilities.

Adjusted EBITDA and Cash Available for Dividends

Adjusted EBITDA for the three months ended June 30, 2007 was $29.9 million, compared with Adjusted EBITDA of $33.2 million for the same period in the prior year.  The decrease in Adjusted EBITDA is principally due to a $2.1 million reduction in distributions from investments.  The Company incurred expenses of $8.3 million in the second quarter of 2007 related to the pending merger with Verizon’s wireline operations in Maine, Vermont and New Hampshire.  The Company’s credit facility allows these expenses to be added back to calculate Adjusted EBITDA.  Cash Available for Dividends (as defined herein) of $12.1 million was generated during the three months ended June 30, 2007.  Cash Available for Dividends for the three months ended June 30, 2007 was down from the $14.2 million generated in the three




 

months ended March 31, 2007 principally because of higher capital expenditures and a $2.1 million reduction in distributions from investments.

Operational highlights

·                  Total HSD subscribers increased by 3,318 in the second quarter of 2007 to 65,132 at June 30, 2007.

·                  HSD penetration increased to 26.3% of voice access lines at June 30, 2007 compared to 21.2% at June 30, 2006.

·                  HSD average revenue per subscriber (“ARPU”) was $40.28 for the second quarter of 2007, consistent with previous quarters.

·                  Interstate long distance penetration at June 30, 2007 increased to 52.4% of voice access lines compared to 46.8% at June 30, 2006, 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 312,494 as of June 30, 2007, representing an increase of more than 2,314 lines or 0.8% from March 31, 2007.  Total access line equivalents as of June 30, 2007 increased 6.4% compared with June 30, 2006 and decreased 0.2% compared with June 30, 2006 including only lines owned for the full year.

·                  Voice access lines, excluding lines acquired in the last twelve months, as of June 30, 2007 decreased 4.1% compared to June 30, 2006.

Access Line Equivalents

 

 

6/30/2007

 

3/31/2007

 

6/30/2006

 

% change
6/30/07 to
6/30/06

 

Access lines owned for full year(1):

 

 

 

 

 

 

 

 

 

Voice access lines

 

232,139

 

232,900

 

242,176

 

(4.1

)%

HSD subscribers

 

60,942

 

57,820

 

51,427

 

18.5

%

Subtotal: Access line equivalents

 

293,081

 

290,720

 

293,603

 

(0.2

)%

 

 

 

 

 

 

 

 

 

 

Access lines acquired or disposed of during the last twelve months(1)(2):

 

 

 

 

 

 

 

 

 

Voice access lines

 

15,223

 

15,466

 

 

N/A

 

HSD subscribers

 

4,190

 

3,994

 

 

N/A

 

Subtotal: Access line equivalents

 

19,413

 

19,460

 

 

N/A

 

 

 

 

 

 

 

 

 

 

 

Total access line equivalents

 

312,494

 

310,180

 

293,603

 

6.4

%


(1)             In the third quarter of 2006, the Company began including access lines and HSD subscribers from its two competitive local exchange carrier (CLEC) companies.  Historically, these access lines have not been included in the Company’s access line and subscriber counts.  CLEC lines have been included in the line counts for all periods above for comparison purposes.

(2)             Represents voice access lines and HSD subscribers for companies owned less than twelve months.  The Company completed the acquisition of the assets of Cass County Telephone Company Limited Partnership in the third quarter of 2006, the acquisition of Unite Communications Systems, Inc. in the third quarter of 2006 and the




 

acquisition of The Germantown Independent Telephone Company in the fourth quarter of 2006.  The Company sold the operations of a subsidiary, Fremont Broadband, LLC, during the second quarter of 2006.

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 June 30, 2007, was the quarter ended March 31, 2007).  Under this covenant, as of June 30, 2007, the Company had Cumulative Cash Available for Dividends of $45.5 million, from which it paid a dividend on July 17, 2007 of $13.9 million, resulting in a carryover of $31.6 million of Cumulative Cash Available for Dividends.  In addition to this $31.6 million carryover, based on the Company’s financial performance through June 30, 2007 as described in this earnings release, the Company generated an additional $12.1 million of Cash Available for Dividends and as a result expects to have $43.6 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.

2007 Outlook

For the full year, FairPoint continues to anticipate revenues of $281 to $284 million. FairPoint continues to expect Adjusted EBITDA for the full year to be $123 to $125 million. Expected full year capital expenditures for 2007 remain unchanged at approximately $29 to $31 million, excluding expenditures related to the merger.

The Company estimates that capital expenditures in the third quarter of 2007, excluding merger related expenditures, will be approximately $9 to $11 million.  In addition, the Company expects cash interest expense for the third quarter of 2007 will be approximately $9.7 to $9.9 million.

The Company continues to expect cash capital expenditures related to the merger to be approximately $84 million in 2007 (before applying the Verizon reimbursement).  As previously disclosed, prior to closing the merger, the Company expects to spend approximately $95 to $110 million on infrastructure and network systems integration and planning.  The Company’s accounting treatment of these expenditures may cause the financial statement impact of these expenditures to be different than the cash flow impact.

Merger Information and Update

The Company announced on January 16, 2007 that it had signed definitive agreements with Verizon Communications Inc. that will result in Verizon establishing separate entities for its local exchange and related business assets in Maine, New Hampshire and Vermont, spinning off the capital stock of the parent of those new entities to Verizon’s stockholders, and merging it with and into FairPoint.  FairPoint and Verizon are working to complete the merger as quickly as possible after receipt of applicable regulatory approvals.  If the merger is approved by FairPoint’s stockholders at its annual meeting on August 22, 2007 and regulatory approvals are timely received, FairPoint expects to complete the merger in January 2008.  For additional information on the merger and related agreements, please refer to the Current Reports on Form 8-K filed by the Company with the Securities and Exchange Commission on January 19, 2007,April 23, 2007, June 28, 2007 and July 9, 2007 and the Company’s definitive proxy statement dated July 16, 2007.

The regulatory approval process is proceeding. The Company has submitted testimony, has answered data requests and is preparing rebuttal testimony. Settlement conferences with certain interveners are underway.  Hearings before the New Hampshire and Maine Public Utilities Commissions and the Vermont Public Service Board are expected to occur in September and October.  There can be no assurances regulatory approval will be received or received on a satisfactory and timely basis.




 

Merger Integration Update

·                  Verizon delivered final Verizon Cutover Plan to FairPoint

·                  FairPoint delivered final FairPoint Cutover Preparation Tasks to Verizon

·                  Hardware and software for the major systems deployed in a development environment

·                  The major systems are functional and integrated for basic transactions

·                  Facilities for the temporary Data Center completed in New Hampshire

·                  Organizational structure completed / 675 new positions announced in Maine, New Hampshire and Vermont

·                  Completed and announced broadband expansion/upgrade plans for Vermont and New Hampshire

Conference Call and Webcast

As previously announced, FairPoint will host a conference call and simultaneous webcast to discuss its second quarter results at 8:30 a.m. EDT on August 9, 2007.  Participants should call (888) 253-4456 (US/Canada) or (706) 643-3201 (International) and request the FairPoint Communications second quarter earnings 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 10287254.  The recording will be available from Thursday, August 9, 2007 at 1:00 p.m. (EDT) through Thursday, August 16, 2007 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 August 9, 2007 and will 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 communications 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.

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 and small urban communities across the country. Incorporated in 1991, FairPoint’s mission is to acquire and operate communications companies that set the standard of excellence for the delivery of service to rural and small urban communities.  Today, FairPoint owns and operates 30 local exchange companies located in 18 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 June 30, 2007 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: Rob Thompson, (704) 227-3633; rjthompson@fairpoint.com

# # #

 




 

FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

 

 

June 30,

 

December 31,

 

 

 

2007

 

2006

 

 

 

(unaudited)

 

 

 

 

 

(Dollars in thousands)

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash

 

$

29,226

 

$

3,805

 

Current receivables, net

 

42,583

 

28,533

 

Other current assets

 

14,381

 

13,184

 

Deferred income tax, net

 

4,590

 

33,648

 

Total current assets

 

90,780

 

79,170

 

 

 

 

 

 

 

Property, plant, and equipment, net

 

245,188

 

246,264

 

Investments

 

6,379

 

12,057

 

Goodwill

 

499,215

 

499,184

 

Deferred income tax, net

 

41,240

 

23,830

 

Deferred charges and other assets

 

26,253

 

24,725

 

Total assets

 

$

909,055

 

$

885,230

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

30,127

 

$

14,337

 

Dividends payable

 

13,957

 

13,908

 

Current portion of long-term debt

 

734

 

714

 

Demand notes payable

 

308

 

312

 

Accrued interest payable

 

636

 

560

 

Other accrued liabilities

 

22,567

 

16,017

 

Liabilities of discontinued operations

 

476

 

486

 

Total current liabilities

 

68,805

 

46,334

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

Long-term debt, net of current portion

 

603,081

 

607,272

 

Deferred credits and other long-term liabilities

 

6,913

 

6,897

 

Total long-term liabilities

 

609,994

 

614,169

 

 

 

 

 

 

 

Minority interest

 

8

 

8

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock

 

353

 

352

 

Additional paid-in capital

 

504,344

 

530,536

 

Accumulated deficit

 

(280,799

)

(311,545

)

Accumulated other comprehensive income, net

 

6,350

 

5,376

 

Total stockholders’ equity

 

230,248

 

224,719

 

Total liabilities and stockholders’ equity

 

$

909,055

 

$

885,230

 

 




 

FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

 

 

Three months ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

(Dollars in thousands)

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

69,897

 

$

64,196

 

$

139,569

 

$

128,987

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Operating expenses, excluding depreciation and amortization

 

51,606

 

36,275

 

100,870

 

71,880

 

Depreciation and amortization

 

12,342

 

13,352

 

25,249

 

26,987

 

Total operating expenses

 

63,948

 

49,627

 

126,119

 

98,867

 

Income from operations

 

5,949

 

14,569

 

13,450

 

30,120

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Net gain on sale of investments and other assets

 

46,585

 

14,277

 

46,827

 

14,225

 

Interest and dividend income

 

433

 

2,587

 

511

 

2,927

 

Interest expense

 

(9,976

)

(9,792

)

(20,008

)

(19,545

)

Equity in net earnings of investees

 

1,994

 

3,079

 

4,569

 

6,365

 

Total other income (expense)

 

39,036

 

10,151

 

31,899

 

3,972

 

Income before income taxes

 

44,985

 

24,720

 

45,349

 

34,092

 

Income tax expense

 

(14,205

)

(9,645

)

(14,602

)

(13,297

)

Minority interest

 

(1

)

(1

)

(1

)

(1

)

Net income

 

$

30,779

 

$

15,074

 

$

30,746

 

$

20,794

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

34,765

 

34,649

 

34,718

 

34,601

 

Diluted

 

34,949

 

34,683

 

34,947

 

34,665

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.89

 

$

0.44

 

$

0.89

 

$

0.60

 

Diluted

 

$

0.88

 

$

0.43

 

$

0.88

 

$

0.60

 

 




 

FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

Six months ended

 

 

 

June 30,

 

 

 

2007

 

2006

 

 

 

(Dollars in thousands)

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

30,746

 

$

20,794

 

Adjustments to reconcile net income to net cash provided by operating activities of continuing operations:

 

 

 

 

 

Deferred income taxes

 

12,671

 

11,873

 

Amortization of debt issue costs

 

775

 

825

 

Depreciation and amortization

 

25,249

 

26,987

 

Minority interest in income of subsidiaries

 

1

 

1

 

Income from equity method investments

 

(4,569

)

(6,365

)

Net gain on sale of investments and other assets

 

(46,827

)

(14,225

)

Other non cash items

 

2,006

 

668

 

Changes in assets and liabilities arising from operations:

 

 

 

 

 

Accounts receivable and other current assets

 

(14,168

)

6,472

 

Accounts payable and other accrued liabilities

 

21,927

 

118

 

Income taxes

 

(2,417

)

234

 

Other assets/liabilities

 

(1,052

)

(130

)

Total adjustments

 

(6,404

)

26,458

 

Net cash provided by operating activities of continuing operations

 

24,342

 

47,252

 

Cash flows from investing activities of continuing operations:

 

 

 

 

 

Net capital additions

 

(23,575

)

(17,536

)

Distributions from investments

 

2,610

 

5,740

 

Net proceeds from sales of investments and other assets

 

54,644

 

43,358

 

Other, net

 

(10

)

(111

)

Net cash provided by investing activities of continuing operations

 

33,669

 

31,451

 

Cash flows from financing activities of continuing operations:

 

 

 

 

 

Loan origination costs

 

(626

)

 

Proceeds from issuance of long-term debt

 

63,320

 

26,450

 

Repayments of long-term debt

 

(67,468

)

(40,515

)

Proceeds from exercise of stock options

 

 

24

 

Dividends paid to common stockholders

 

(27,806

)

(27,559

)

Net cash used in financing activities of continuing operations

 

(32,580

)

(41,600

)

Cash flows of discontinued operations:

 

 

 

 

 

Operating cash flows, net used in

 

(10

)

(958

)

Net increase in cash

 

25,421

 

36,145

 

Cash, beginning of period

 

3,805

 

5,083

 

Cash, end of period

 

$

29,226

 

$

41,228

 

 




FairPoint Communications, Inc.

Non – GAAP Financial Measure Reconciliation

For the Three and Six Months Ended June 30, 2007 and 2006

 

 

Three Months Ended

 

Three Months Ended

 

 

 

06/30/07

 

06/30/06

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

Net cash provided by operating activities from continuing operations

 

13,210

 

26,336

 

Adjustments:

 

 

 

 

 

Depreciation and amortization

 

(12,342

)

(13,352

)

Stock-based Compensation, net of forfeitures Other non-cash items

 

31,760

 

8,022

 

Changes in assets and liabilities arising from continuing operations, net of acquisitions

 

(1,849

)

(5,932

)

Income from continuing operations

 

30,779

 

15,074

 

Adjustments:

 

 

 

 

 

Interest expense

 

9,976

 

9,792

 

Provision for income taxes

 

14,205

 

9,645

 

Depreciation and amortization

 

12,342

 

13,352

 

EBITDA

 

67,302

 

47,863

 

Adjustments:

 

 

 

 

 

Net gain on sale of investments and other assets

 

(45,111

)

(14,277

)

Equity in net earnings of investees

 

(1,994

)

(3,079

)

Distributions from investments

 

190

 

2,310

 

Non-cash stock based compensation

 

1,183

 

670

 

Merger transaction and transition expenses

 

8,348

 

 

Other non-cash item

 

 

(319

)

Deferred patronage dividends

 

(14

)

(15

)

Adjusted EBITDA

 

$

29,904

 

$

33,153

 

 

 

 

Six Months Ended

 

Six Months Ended

 

 

 

06/30/07

 

06/30/06

 

 

 

 

 

 

 

Net cash provided by operating activities from continuing operations

 

24,342

 

47,252

 

Adjustments:

 

 

 

 

 

Depreciation and amortization

 

(25,249

)

(26,987

)

Stock-based Compensation, net of forfeitures Other non-cash items

 

33,218

 

7,224

 

Changes in assets and liabilities arising from continuing operations, net of acquisitions

 

(1,565

)

(6,695

)

Income from continuing operations

 

30,746

 

20,794

 

Adjustments:

 

 

 

 

 

Interest expense

 

20,008

 

19,545

 

Provision for income taxes

 

14,602

 

13,297

 

Depreciation and amortization

 

25,249

 

26,987

 

EBITDA

 

90,605

 

80,623

 

Adjustments:

 

 

 

 

 

Net gain on sale of investments and other assets

 

(45,353

)

(14,225

)

Equity in net earnings of investees

 

(4,569

)

(6,365

)

Distributions from investments

 

2,610

 

5,740

 

Non-cash stock based compensation

 

2,041

 

1,284

 

Merger transaction and transition expenses

 

15,992

 

 

Other non-cash item

 

 

(637

)

Deferred patronage dividends

 

(28

)

26

 

Adjusted EBITDA

 

$

61,298

 

$

66,446

 

Plus (minus):

 

 

 

 

 

Scheduled principal payments

 

(338

)

(321

)

Cash interest expense (adjusted for amortization and swap interest)

 

(19,352

)

(18,720

)

Capital expenditures and other

 

(14,652

)

(18,632

)

Investments

 

 

(112

)

Cash received on account of non-cash income excluded from Adjusted EBITDA

 

 

2,000

 

Gain on sale of investment/assets

 

148

 

14,439

 

Cash income taxes

 

(847

)

(1,124

)

Cash Available for Dividends

 

$

26,257

 

$

43,976

 

 

“EBITDA” means net income before income 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, certain one-time charges recorded as operating expenses related to the transactions contemplated by the Company’s Merger Agreement with Verizon Communications Inc. 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 and swap interest), (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.




FairPoint Communications, Inc.

Sequential Financial Information for the Quarters ending June 30, March 31, 2007, December 31, September 30, and June 30, 2006

 

 

Three Months
Ended

 

Three Months
Ended

 

Three Months
Ended

 

Three Months
Ended

 

Three Months
Ended

 

(Dollars in thousands)

 

June 30, 2007

 

March 31, 2007

 

December 31, 2006

 

September 30, 2006

 

June 30, 2006

 

Consolidated Results:

 

 

 

 

 

 

 

 

 

 

 

Revenues (1):

 

 

 

 

 

 

 

 

 

 

 

Local calling services

 

$

17,532

 

$

17,504

 

$

17,784

 

$

16,586

 

$

16,823

 

USF - high cost loop support

 

4,445

 

4,616

 

5,380

 

5,116

 

4,731

 

Interstate access revenue

 

18,134

 

18,404

 

18,774

 

19,402

 

16,591

 

Intrastate access revenue

 

9,606

 

9,725

 

9,328

 

10,545

 

8,672

 

Long distance services

 

7,542

 

7,121

 

6,155

 

6,694

 

5,734

 

Data and internet services

 

8,225

 

7,832

 

7,520

 

7,106

 

6,882

 

Other services

 

4,413

 

4,470

 

5,441

 

5,251

 

4,763

 

Total revenues

 

69,897

 

69,672

 

70,382

 

70,700

 

64,196

 

Operating expenses

 

63,948

 

62,171

 

56,631

 

53,201

 

49,627

 

Income from operations

 

5,949

 

7,501

 

13,751

 

17,499

 

14,569

 

Other income (expense)

 

39,036

 

(7,137

)

(7,113

)

(7,853

)

10,151

 

Earnings from continuing operations before income taxes

 

44,985

 

364

 

6,638

 

9,646

 

24,720

 

Income taxes

 

(14,205

)

(397

)

(2,893

)

(3,668

)

(9,645

)

Minority interest in income of subsidiaries

 

(1

)

 

 

(1

)

(1

)

Income from discontinued operations

 

 

 

574

 

 

 

Net income (loss)

 

$

30,779

 

$

(33

)

$

4,319

 

$

5,977

 

$

15,074

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Available for Dividends:

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

29,904

 

$

31,394

 

$

33,271

 

$

33,448

 

$

33,153

 

Plus (minus):

 

 

 

 

 

 

 

 

 

 

 

Scheduled principal payments

 

(170

)

(168

)

(166

)

(164

)

(162

)

Cash interest expense (adjusted for amortization and swap interest)

 

(9,705

)

(9,647

)

(9,780

)

(9,594

)

(9,411

)

Capital expenditures and other

 

(7,759

)

(6,893

)

(6,412

)

(8,100

)

(12,688

)

Investments

 

 

 

 

 

(112

)

Cash received on account of non-cash income excluded from Adjusted EBITDA

 

 

 

1,000

 

1,000

 

1,000

 

Gain on sale of investment/assets

 

75

 

73

 

350

 

59

 

14,264

 

Cash income taxes

 

(263

)

(584

)

(85

)

(1,160

)

(504

)

Cash Available for Dividends

 

$

12,082

 

$

14,175

 

$

18,178

 

$

15,489

 

$

25,540

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative Cash Available for Dividends: (2)

 

 

 

 

 

 

 

 

 

 

 

Beginning Balance

 

$

45,504

 

$

45,246

 

-40,964

 

-39,331

 

$

27,616

 

Add:

 

 

 

 

 

 

 

 

 

 

 

Cash Available for Dividends generated during the quarter

 

12,082

 

14,175

 

18,178

 

15,489

 

25,540

 

Less:

 

 

 

 

 

 

 

 

 

 

 

Dividends declared and/or paid after July 30, 2005

 

(13,949

)

(13,917

)

(13,896

)

(13,856

)

(13,825

)

Cumulative Cash Available for Dividends

 

$

43,637

 

$

45,504

 

$

45,246

 

$

40,964

 

$

39,331

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other information:

 

 

 

 

 

 

 

 

 

 

 

Gross property, plant and equipment

 

$

856,999

 

$

837,221

 

$

829,234

 

$

815,543

 

$

775,322

 

Capital expenditures

 

15,832

 

7,743

 

6,354

 

8,100

 

11,592

 

Interest expense (adjusted for amortization and swap interest)

 

(9,705

)

(9,647

)

(9,780

)

(9,594

)

(9,411

)

Access line equivalents (3)

 

312,494

 

310,180

 

311,150

 

308,858

 

293,603

 

Residential access lines

 

190,417

 

191,571

 

194,119

 

194,002

 

186,316

 

Business access lines

 

56,945

 

56,795

 

57,587

 

57,761

 

55,860

 

High Speed Data subscribers

 

65,132

 

61,814

 

59,444

 

57,095

 

51,427

 

 

 

 

 

 

 

 

 

 

 

 

 

DSL subscribers

 

59,880

 

56,851

 

54,752

 

52,655

 

47,313

 

Other HSD subscribers (Wireless and Cable modems)

 

5,252

 

4,963

 

4,692

 

4,440

 

4,114

 


(1) During the second quarter of 2007, the Company re-categorized certain revenues to more accurately reflect the nature of those revenues.  Total revenues did not change as a result of this re-categorization.  Revenue categories for prior quarters have been re-categorized to present on a comparable basis.

(2) 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). 

(3) In the third quarter of 2006, the Company began including access lines and HSD subscribers from its two competitive local exchange carrier (CLEC) companies.  Historically, these access lines have not been included in the Company’s access line and subscriber counts.