-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O21g0eNQFOBdQYzaE8j77fvsHA1+uV/LXI285nqfKSlr5AdVhhoWz/iyiutV6UMR l8lNHRj2h4mDyHg1wk9t3w== 0001116679-05-001365.txt : 20050509 0001116679-05-001365.hdr.sgml : 20050509 20050509170717 ACCESSION NUMBER: 0001116679-05-001365 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050506 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050509 DATE AS OF CHANGE: 20050509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAIRPOINT COMMUNICATIONS INC CENTRAL INDEX KEY: 0001062613 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 133725229 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32408 FILM NUMBER: 05812621 BUSINESS ADDRESS: STREET 1: 521 EAST MOREHEAD ST STREET 2: STE 250 CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: 7043448150 FORMER COMPANY: FORMER CONFORMED NAME: MJD COMMUNICATIONS INC DATE OF NAME CHANGE: 19980527 8-K/A 1 fair8ka-050905.txt ------------------------------ OMB APPROVAL ------------------------------ OMB Number: 3235-0060 Expires: March 31, 2006 Estimated average burden hours per response.....28.00 ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 6, 2005 --------------------- FairPoint Communications, Inc. --------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 333-56365 13-3725229 - ----------------------------- -------------------------- --------------------- State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] 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 6, 2005, FairPoint Communications, Inc. (the "Company") furnished a Current Report on Form 8-K (the "Current Report") containing a press release reporting the financial results for its first quarter ended March 31, 2005. The Company also included in the Current Report under Item 2.02 additional information regarding basic and diluted earnings per share for the three months ended March 31, 2005. The Current Report reported that the Company's basic and diluted earnings per share for the three months ended March 31, 2005 was $0.32 (calculated based on the number of shares of common stock outstanding as of March 31, 2005 instead of the weighted average number of shares of common stock outstanding during such period as required by generally accepted accounting principles). The Current Report incorrectly reported that basic and diluted earnings per share for the three months ended March 31, 2005 (calculated in accordance with generally accepted accounting principles based on the weighted average number of shares of common stock outstanding at the end of the period) was $0.55. The correct basic and diluted earnings per share for the three months ended March 31, 2005 (calculated in accordance with generally accepted accounting principles based on the weighted average number of shares of common stock outstanding at the end of the period) is $0.46. Item 7.01 Regulation FD Disclosure. On May 9, 2005, the Company issued a press release (the "Press Release") announcing the revised basic and diluted earning per share number disclosed in Item 2.02 above. A copy of the Press Release is being furnished by being attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit Number Description -------------- ----------- 99.1 Press Release dated May 9, 2005. The information in this Current Report, including the exhibit 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. 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/ Walter E. Leach, Jr. ------------------------------------ Name: Walter E. Leach, Jr. Title: Executive Vice President and Chief Financial Officer Date: May 9, 2005 EX-99 2 ex99-1.txt EX. 99.1: PRESS RELEASE Exhibit 99.1 [FAIRPOINT COMMUNICATIONS LOGO] FOR IMMEDIATE RELEASE FAIRPOINT COMMUNICATIONS REVISES FIRST QUARTER 2005 EARNINGS PER SHARE INFORMATION CHARLOTTE, NC, May 9, 2005 - FairPoint Communications, Inc. (NYSE: FRP) announced today that it has revised its previously reported basic and diluted earnings per share for the three months ended March 31, 2005 from $0.32, as disclosed on May 4, 2005, to $0.46. The basic and diluted earnings per share calculation of $0.32 for the first quarter of 2005 was based on the number of shares of common stock outstanding as of March 31, 2005, instead of the weighted average number of shares of common stock outstanding during such period, as required by generally accepted accounting principles ("GAAP"). Basic and diluted earnings per share for the three months ended March 31, 2005 calculated in accordance with GAAP based on the weighted average number of shares of common stock outstanding during such period was $0.46. On February 8, 2005, FairPoint issued and sold 25 million shares of common stock in a public offering (the "IPO") which significantly changed its equity capitalization. FairPoint believes that the calculation of basic and diluted earnings per share based on the number of shares of common stock outstanding as of March 31, 2005 is more relevant given the significant change in FairPoint's equity capitalization during such period as result of the IPO. Basic and diluted earnings per share calculated based on the number of shares outstanding at the end of a period (instead of a weighted average) is a non-GAAP financial measure (i.e., it is not a measure of financial performance under generally accepted accounting principles) and should not be considered in isolation or as a substitute for basic and diluted earnings per share data prepared in accordance with generally accepted accounting principles. The revised earnings per share information is also included in a Current Report on Form 8-K/A filed today with the Securities and Exchange Commission, which amends the Current Report on Form 8-K filed on May 6, 2005. 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 27 rural local exchange companies (RLECs) located in 17 states. FairPoint serves customers with approximately 276,167 access line equivalents (voice access lines and high speed data lines, which include DSL, cable modem and wireless broadband) as of March 31, 2005 and offers an array of services, including local and long distance voice, data, Internet and broadband offerings. Source: FairPoint Communications, Inc. www.fairpoint.com Investor Contact: Timothy W. Henry, (866) 377-3747, thenry@fairpoint.com Media Contact: Jennifer Sharpe, (704) 227-3629, jsharpe@fairpoint.com # # # -----END PRIVACY-ENHANCED MESSAGE-----