EX-99 2 ex99-1.htm EX. 99.1: PRESS RELEASE

 

Exhibit 99.1

 

 

 


 

 

FOR IMMEDIATE RELEASE

 

FAIRPOINT REPORTS RESULTS FOR THE THIRD QUARTER OF 2006;

INCREASES QUARTERLY PROFIT 43% COMPARED TO PRIOR YEAR

 

CHARLOTTE, N.C. (November 1, 2006) – FairPoint Communications, Inc. (NYSE:FRP) (“FairPoint” or the “Company”) today announced its financial results for the third quarter ended September 30, 2006.

 

Revenues for the third quarter of 2006 increased $4.7 million or 7.1% over the third quarter of 2005. Excluding the impact of operations acquired in the last twelve months, revenues increased $1.6 million or 2.4% compared to the third quarter of 2005.

 

Adjusted EBITDA (as defined herein) for the third quarter of 2006 was $33.4 million versus $31.0 million for the same period last year.

 

Earnings per share on a fully diluted basis for the third quarter of 2006 were $0.17 compared to earnings per share in the third quarter of 2005 of $0.12.

 

“The results for the third quarter show the benefit of all the hard work of the FairPoint team. Our operational and financial performance was solid as we had excellent revenue growth related to our HSD and long distance products,” said Gene Johnson, Chairman and CEO of FairPoint.  “Including acquisitions, we added over 5,600 high speed data subscribers in the quarter and increased our high speed data penetration to 22.7% of voice access lines.”

 

Johnson continued, “In addition to these items, during the quarter, we reached a major milestone in our billing system conversion and we completed two acquisitions and signed an agreement for a third. We continue to look for ways to improve financial results and increase shareholder value. One example of this is our recent announcement regarding our call center consolidation which we believe will enable us to provide great customer service in the most efficient way possible.” 

 

Third quarter summary:

(in thousands, except per share and customer units)

 

Three Months Ended

 

 

 

 

9/30/06

 

9/30/05

 

% Change

Revenues

 

$ 70,700

 

$ 66,038

 

7.1%

Income from operations

 

$ 17,499

 

$ 14,621

 

19.7%

Net income

 

$ 5,977

 

$ 4,189

 

42.7%

Diluted earnings per share

 

$ 0.17

 

$ 0.12

 

 

 

 

 

 

 

 

 

Adjusted EBITDA (1)

 

$ 33,448

 

$ 31,018

 

7.8%

Cash Available for Dividends (1)

 

$ 15,489

 

$ 12,553

 

23.4%

Cumulative Cash Available for Dividends (1)

 

$ 40,964

 

 

 

 

 

 

 

 

 

 

 

Voice access lines

 

251,763

 

248,729

 

1.2%

High speed data subscribers

 

57,095

 

43,103

 

32.5%

 

(1)

As defined herein.

 


 

Results for the three month period ended September 30, 2006

 

Operating Revenues  

Consolidated revenues for the three months ended September 30, 2006 were $70.7 million, an increase of $4.7 million or 7.1% compared to the three months ended September 30, 2005. Operations acquired in the last twelve months contributed approximately $3.1 million to the increase in total revenues. Excluding the impact of operations acquired in the previous twelve months, revenues increased $1.6 million or 2.4% compared to the third quarter of the prior year. Other items affecting the increase in revenues were increases in interstate access revenue of $0.8 million, long distance revenue of $0.8 million, data and internet services revenue of $0.7 million and other services revenue of $0.5 million. These increases were partially offset by decreases in local service revenue of $0.5 million, intrastate access revenue of $0.4 million and universal service fund revenue of $0.2 million.

 

Operating Expenses

Operating expenses (excluding depreciation and amortization) increased $1.9 million or 4.9% compared to the third quarter of 2005. Excluding the impact of operations acquired in the last twelve months, operating expenses increased $0.4 million or 1.0% compared to the prior year. The primary drivers of this increase were increases in expenses related to HSD and long distance services of $1.0 million and employee compensation expenses of $0.6 million, partially offset by decreases in bad debt expenses of $1.0 million and consulting expenses of $0.5 million.

 

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 September 30, 2006 and September 30, 2005 were $0.8 million and $0.6 million, respectively. Depreciation and amortization expense decreased $0.1 million compared to the same period in 2005.

 

Net Income and Earnings per Share

Net income increased $1.8 million compared to the third quarter of 2005. This increase was primarily driven by an increase in revenues and contributions from companies acquired in the last twelve months. Earnings per share on a fully diluted basis were $0.17 for the three months ended September 30, 2006, compared to earnings per share on a fully diluted basis of $0.12 for the same period in 2005.

 

Adjusted EBITDA and Cash Available for Dividends

Adjusted EBITDA for the three months ended September 30, 2006 was $33.4 million, compared to Adjusted EBITDA of $31.0 million for the same period in the prior year. Cash Available for Dividends of $15.5 million was generated during the three months ended September 30, 2006, up from the $12.6 million generated in the three months ended September 30, 2005. Cash Available for Dividends for the three months ended September 30, 2006 is down from the $25.5 million generated in the three months ended June 30, 2006, principally because the second quarter included the impact of gains realized on non-core asset sales.

 

Year-to-Date Results (Nine Months Ended September 30, 2006)

 

Consolidated revenues for the nine months ended September 30, 2006 increased $6.8 million or 3.5% compared to the nine months ended September 30, 2005. Operations acquired in the last twelve months contributed approximately $6.6 million to the increase in total revenues. Excluding the impact of operations acquired in the last twelve months, revenues increased $0.2 million or 0.1% compared to the prior year.

 

Page 2 of 6

 


 

Operating expenses (excluding depreciation and amortization) increased $6.0 million or 5.7% compared to the nine months ended September 30, 2005. Excluding the impact of operations acquired in the last twelve months, operating expenses increased $2.1 million or 2.0% compared to the prior year.

 

The Company finished the nine month period ended September 30, 2006 with a Cumulative Cash Available for Dividends balance of $41.0 million, up from $39.3 million at June 30, 2006.

Operational highlights

Total HSD subscribers increased by 5,668 in the third quarter of 2006 to 57,095 at September 30, 2006. Excluding acquired lines, HSD subscribers increased by 2,524 in the third quarter of 2006.

HSD penetration increased to 22.7% of voice access lines compared to 17.3% at September 30, 2005.

HSD average revenue per subscriber (“ARPU”) was $40.42 for the third quarter of 2006. The Company’s quarterly HSD ARPU has remained consistent over the past year.

Interstate long distance penetration as of September 30, 2006 increased to 45.6% of voice access lines compared to 42.3% at the end of the third quarter of 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 308,858 as of September 30, 2006, representing an increase of 15,255 or 5.2% from June 30, 2006. Total access line equivalents as of September 30, 2006 increased 5.8% compared to September 30, 2005 and increased 1.0% including only lines owned for the full year.

Voice access lines, excluding lines acquired in the last twelve months, as of September 30, 2006 decreased 3.5% compared to September 30, 2005.

During the third quarter of 2006, the Company completed the conversion of all of its access lines billed on the ICMS platform to the MACC Customer Master platform (approximately 65% of the Company’s total access line equivalents). The conversion of the remaining companies is expected to be completed by early 2007. As previously announced, the total cost of the conversion is estimated to be approximately $4.5 million.

 

Page 3 of 6

 


 

Access Line Equivalents

 

9/30/2006

 

6/30/2006

 

9/30/2005

 

% change 9/30/06 to 9/30/05

Access lines owned for full year(1):

 

 

 

 

 

 

 

Voice access lines

236,915

 

239,194

 

245,634

 

(3.5%)

HSD subscribers

53,358

 

50,834

 

41,676

 

28.0%

Subtotal: Access line equivalents

290,273

 

290,028

 

287,310

 

1.0%

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

Voice access lines

14,848

 

2,982

 

3,095

 

N/A

HSD subscribers

3,737

 

593

 

1,427

 

N/A

Subtotal: Access line equivalents

18,585

 

3,575

 

4,522

 

N/A

 

 

 

 

 

 

 

 

Total access line equivalents

308,858

 

293,603

 

291,832

 

5.8%

 

 

(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 Bentleyville Communications Corporation in the third quarter of 2005, the acquisition of the assets of Cass County Telephone Limited Partnership in the third quarter of 2006 and the acquisition of Unite Communication Systems, Inc. in the third 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 September 30, 2006, was the quarter ended June 30, 2006). Under this covenant, as of September 30, 2006, the Company had Cumulative Cash Available for Dividends of $39.3 million, from which it paid a dividend on October 18, 2006 of $13.9 million, resulting in a carryover of $25.5 million of Cumulative Cash Available for Dividends. In addition to this $25.5 million carryover, based on the Company’s financial performance through September 30, 2006 as described in this earnings release, the Company generated an additional $15.5 million of Cash Available for Dividends and as a result expects to have approximately $41.0 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 now estimates that full year capital expenditures in 2006 will be approximately $32.5 to $33.0 million. The increase from previous estimates is principally related to the acquisition of Unite

 

Page 4 of 6

 


 

Communications, the call center expansion in South China, ME and Ellensburg, WA and additional growth opportunities in our Missouri and Idaho markets.

The Company now estimates that cash interest expenses for 2006 will be approximately $38.0 to $38.5 million. This estimate takes into account the pending acquisition of The Germantown Independent Telephone Company, which is expected to close in the fourth quarter.

The Company also expects that the dividends paid to its shareholders in 2006 will be treated as qualified dividends for tax purposes, partially due to gains recognized on non-core asset sales in 2006. The Company will continue to evaluate the tax treatment of its dividends as the year progresses.

Conference Call and Webcast

As previously announced, FairPoint will host a conference call and simultaneous webcast to discuss its third quarter results at 8:30 a.m. EST on November 1, 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 8540910. The recording will be available from Wednesday, November 1, 2006 at 1:00 p.m. through Wednesday, November 8, 2006 at 11:59 p.m. (EST).

 

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. (EST) on November 1, 2006 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 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.

 

Page 5 of 6

 


 

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 29 rural local exchange companies (RLECs) 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 September 30, 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

 

Page 6 of 6

 

 


 

FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

 

December 31,

 

 

 

 

 

 

 

2006 

 

 

2005 

 

 

 

 

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

 

 

$

4,483 

 

$

5,083 

 

Accounts receivable, net

 

30,894 

 

 

34,985 

 

Other

 

 

 

14,179 

 

 

9,200 

 

Deferred income tax, net

 

21,655 

 

 

29,190 

 

Assets of discontinued operations

 

— 

 

 

90 

Total current assets

 

71,211 

 

 

78,548 

Property, plant, and equipment, net

 

248,513 

 

 

242,617 

Investments

 

11,594 

 

 

39,808 

Goodwill

 

 

 

493,945 

 

 

481,343 

Deferred income tax, net

 

40,175 

 

 

47,160 

Deferred charges and other assets

 

24,300 

 

 

18,663 

Total assets

$

889,738 

 

$

908,139 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

$

11,824 

 

$

12,030 

 

Dividends payable

 

13,869 

 

 

13,789 

 

Current portion of long-term debt

 

705 

 

 

677 

 

Demand notes payable

 

312 

 

 

338 

 

Accrued interest payable

 

542 

 

 

288 

 

Other accrued liabilities

 

16,483 

 

 

20,808 

 

Liabilities of discontinued operations

 

1,449 

 

 

2,495 

Total current liabilities

 

45,184 

 

 

50,425 

Long-term liabilities:

 

 

 

 

 

 

Long-term debt, net of current portion

 

604,037 

 

 

606,748 

 

Deferred credits and other long-term liabilities

 

6,770 

 

 

4,108 

Total long-term liabilities

 

610,807 

 

 

610,856 

Minority interest

 

 

 

10 

Stockholders' equity:

 

 

 

 

 

 

Common stock

 

351 

 

 

350 

 

Additional paid-in capital

 

543,717 

 

 

590,131 

 

Unearned compensation

 

— 

 

 

(6,475)

 

Accumulated deficit

 

(315,864)

 

 

(342,635)

 

Accumulated other comprehensive income, net

 

5,534 

 

 

5,477 

Total stockholders' equity

 

233,738 

 

 

246,848 

Total liabilities and stockholders' equity

$

889,738 

 

$

908,139 

 

 


 

FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

Three months ended

 

Nine months ended

 

 

 

 

 

 

 

 

September 30,

 

September 30,

 

 

 

 

 

 

 

 

2006 

 

2005 

 

2006 

 

2005 

 

 

 

 

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

70,700 

$

66,038 

$

199,687 

$

192,909 

Operating expenses:

 

 

 

 

 

 

 

 

 

Operating expenses, excluding depreciation

 

 

 

 

 

 

 

 

 

 

and amortization

 

40,362 

 

38,470 

 

112,242 

 

106,234 

 

Depreciation and amortization

 

12,839 

 

12,947 

 

39,826 

 

39,063 

Total operating expenses

 

53,201 

 

51,417 

 

152,068 

 

145,297 

Income from operations

 

17,499 

 

14,621 

 

47,619 

 

47,612 

Other income (expense):

 

 

 

 

 

 

 

 

 

Net gain (loss) on sale of investments and

 

 

 

 

 

 

 

 

 

 

other assets

 

64 

 

(15)

 

14,289 

 

(199)

 

Interest and dividend income

 

211 

 

398 

 

3,138 

 

1,670 

 

Interest expense

 

(9,969)

 

(10,026)

 

(29,514)

 

(36,584)

 

Equity in net earnings of investees

 

1,841 

 

2,716 

 

8,206 

 

8,168 

 

Other non-operating, net

 

— 

 

— 

 

— 

 

(87,746)

Total other income (expense)

 

(7,853)

 

(6,927)

 

(3,881)

 

(114,691)

Income (loss) before income taxes

 

9,646 

 

7,694 

 

43,738 

 

(67,079)

Income tax (expense) benefit

 

(3,668)

 

(3,504)

 

(16,965)

 

87,915 

Minority interest

 

(1)

 

(1)

 

(2)

 

(2)

Net income

$

5,977 

$

4,189 

$

26,771 

$

20,834 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

 

 

34,651 

 

34,550 

 

34,618 

 

31,043 

 

Diluted

 

 

 

34,796 

 

34,590 

 

34,711 

 

31,085 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

 

$

0.17 

$

0.12 

$

0.77 

$

0.67 

 

Diluted

 

 

$

0.17 

$

0.12 

$

0.77 

$

0.67 

 

 


 

FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended

 

 

 

 

 

 

 

 

September 30,

 

 

 

 

 

 

 

 

2006 

 

2005 

 

 

 

 

 

 

 

 

(Dollars in thousands)

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

26,771 

$

20,834 

Adjustments to reconcile net income to net cash provided by

 

 

 

 

 

 

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

 

 

15,159 

 

(97,921)

 

 

Amortization of debt issue costs

 

 

1,200 

 

1,458 

 

 

Depreciation and amortization

 

 

39,826 

 

39,063 

 

 

Loss on early retirement of debt

 

 

— 

 

77,847 

 

 

Minority interest in income of subsidiaries

 

 

 

 

 

Income from equity method investments

 

 

(8,206)

 

(8,168)

 

 

Net (gain) loss on sale of investments and other assets

 

 

(14,289)

 

199 

 

 

Other non cash items

 

 

1,403 

 

1,575 

 

 

Changes in assets and liabilities arising from operations:

 

 

 

 

 

 

 

 

Accounts receivable and other current assets

 

 

2,838 

 

(1,551)

 

 

 

Accounts payable and accrued expenses

 

 

(4,193)

 

(15,090)

 

 

 

Income taxes

 

 

(520)

 

8,090 

 

 

 

Other assets/liabilities

 

 

(996)

 

226 

 

 

 

 

Total adjustments

 

 

32,224 

 

17,991 

 

 

 

 

 

Net cash provided by operating activities of continuing operations

 

58,995 

 

38,825 

Cash flows from investing activities of continuing operations:

 

 

 

 

 

 

Acquisitions of telephone properties, net of cash acquired

 

 

(37,643)

 

(25,730)

 

Acquisition of investments

 

 

— 

 

(12)

 

Net capital additions

 

 

(25,636)

 

(17,905)

 

Distributions from investments

 

 

7,901 

 

7,309 

 

Net proceeds from sales of investments and other assets

 

 

43,416 

 

175 

 

Other, net

 

 

(183)

 

(629)

 

 

Net cash used in investing activities of continuing operations

 

 

(12,145)

 

(36,792)

Cash flows from financing activities of continuing operations:

 

 

 

 

 

 

Net proceeds from issuance of common stock

 

 

— 

 

431,921 

 

Debt issue and offering costs

 

 

— 

 

(9,061)

 

Proceeds from issuance of long-term debt

 

 

94,450 

 

680,709 

 

Repayments of long-term debt

 

 

(99,583)

 

(883,370)

 

Repurchase of preferred and common stock

 

 

— 

 

(129,278)

 

Payment of fees and penalties associated with early retirement of

 

 

 

 

 

 

 

long term debt

 

 

— 

 

(61,037)

 

Payment of deferred transaction fee

 

 

— 

 

(8,445)

 

Proceeds from exercise of stock options

 

 

24 

 

184 

 

Dividends paid to common stockholders

 

 

(41,384)

 

(21,533)

 

 

Net cash provided by (used in) financing activities of continuing operations

 

(46,493)

 

90 

 

Cash flows of discontinued operations:

 

 

 

 

 

 

 

Operating cash flows, net used in

 

 

(957)

 

(610)

 

 

Net (decrease) increase in cash

 

 

(600)

 

1,513 

Cash, beginning of period

 

 

5,083 

 

3,595 

Cash, end of period

 

$

4,483 

$

5,108 

 

 


 

FairPoint Communications, Inc.

 

Non-GAAP Financial Measures Reconciliation

 

For the Three and Nine Months Ended September 30, 2006 and 2005

 

 

 

 

 

Three Months Ended

 

 

Three Months Ended

 

 

 

 

09/30/06 

 

 

09/30/05 

 

 

 

 

(Dollars in Thousands)

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

 

 

 

 

 

from continuing operations

$

11,743 

 

$

21,532 

Adjustments:

 

 

 

 

 

 

Depreciation and amortization

 

(12,839)

 

 

(12,947)

 

Other non-cash items

 

(2,493)

 

 

7,021 

 

Changes in assets and liabilities arising from continuing

 

 

 

 

 

 

 

operations,netofacquisitions

 

9,566 

 

 

(11,417)

Income from continuing operations

 

5,977 

 

 

4,189 

Adjustments:

 

 

 

 

 

 

Interest expense

 

9,969 

 

 

10,026 

 

Provision for income taxes

 

3,668 

 

 

3,504 

 

Depreciation and amortization

 

12,839 

 

 

12,947 

EBITDA

 

32,453 

 

 

30,666 

Adjustments:

 

 

 

 

 

 

Net (gain) loss on sale of investments and other assets

 

(64)

 

 

15 

 

Equity in earnings of investee

 

(1,841)

 

 

(2,716)

 

Distributions from investments

 

2,161 

 

 

2,518 

 

Non-cash stock based compensation

 

752 

 

 

567 

 

Loss on early retirement of debt

 

 

 

 

Loss on redemption of preferred stock

 

 

 

 

Other non-cash item

 

 

 

 

Deferred patronage dividends

 

(13)

 

 

(33)

Adjusted EBITDA

$

33,448 

 

$

31,018 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

Nine Months Ended

 

 

 

 

09/30/06 

 

 

09/30/05 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

 

 

 

 

 

from continuing operations

$

58,995 

 

$

38,825 

Adjustments:

 

 

 

 

 

 

Depreciation and amortization

 

(39,826)

 

 

(39,063)

 

Dividends and accretion on shares subject to mandatory

 

 

 

(2,362)

 

 

redemption

 

 

 

 

 

 

Other non-cash items

 

4,731 

 

 

15,109 

 

Changes in assets and liabilities arising from continuing

 

 

 

 

 

 

 

operations, net of acquisitions

 

2,871 

 

 

8,325 

Income from continuing operations

 

26,771 

 

 

20,834 

Adjustments:

 

 

 

 

 

 

Interest expense

 

29,514 

 

 

36,584 

 

Provision for income taxes

 

16,965 

 

 

(87,915)

 

Depreciation and amortization

 

39,826 

 

 

39,063 

EBITDA

 

113,076 

 

 

8,566 

Adjustments:

 

 

 

 

 

 

Net (gain) loss on sale of investments and other assets

 

(14,289)

 

 

199 

 

Equity in earnings of investee

 

(8,206)

 

 

(8,168)

 

Distributions from investments

 

7,901 

 

 

7,309 

 

Non-cash stock based compensation

 

2,036 

 

 

1,659 

 

Loss on early retirement of debt

 

 

 

77,847 

 

Loss on redemption of preferred stock

 

 

 

9,899 

 

Other non-cash item

 

(637)

 

 

 

Deferred patronage dividends

 

13 

 

 

(68)

Adjusted EBITDA

$

99,894 

 

$

97,243 

Plus (minus):

 

 

 

 

 

 

Scheduled principal payments

 

(485)

 

 

(701)

 

Cash interest expense (adjusted for amortization, swap interest and

 

 

 

 

 

 

dividend and accretion on series A preferred stock)

 

(28,314)

 

 

(32,767)

 

Capital expenditures and other

 

(26,732)

 

 

(18,619)

 

Investments

 

(112)

 

 

 

Cash received on account of non-cash income

 

 

 

 

 

 

 

excluded from Adjusted EBITDA

 

3,000 

 

 

 

Gain on sale of investment/assets

 

14,498 

 

 

 

Cash income taxes

 

(2,284)

 

 

(767)

Cash Available for Dividends

$

59,465 

 

$

44,38 

 

 

 

 

 

 

 

 

 

 

"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.

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Three Months Ended

 

Three Months Ended

 

Three Months Ended

 

Three Months Ended

 

Three Months Ended

 

 

 

 

 

September 30, 2006 

 

June 30, 2006 

 

March 31, 2006 

 

December 31, 2005 

 

September 30, 2005 

Consolidated Results:

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Local calling services

$

16,984 

$

16,609 

$

16,282 

$

16,919 

$

16,586 

 

 

USF - high cost loop support

 

5,116 

 

4,731 

 

4,819 

 

5,189 

 

5,045 

 

 

Interstate access revenue

 

19,399 

 

16,589 

 

17,636 

 

20,627 

 

17,697 

 

 

Intrastate access revenue

 

10,150 

 

8,888 

 

8,977 

 

10,165 

 

10,227 

 

 

Long distance services

 

6,525 

 

5,630 

 

5,399 

 

5,694 

 

5,694 

 

 

Data and internet services

 

7,119 

 

6,890 

 

6,683 

 

6,409 

 

6,230 

 

 

Other services

 

5,407 

 

4,859 

 

4,995 

 

4,931 

 

4,559 

 

Total revenues

 

70,700 

 

64,196 

 

64,791 

 

69,934 

 

66,038 

 

Operating expenses

 

53,201 

 

49,627 

 

49,240 

 

50,518 

 

51,417 

 

Income from operations

 

17,499 

 

14,569 

 

15,551 

 

19,416 

 

14,621 

 

Other income (expense)

 

(7,853)

 

10,151 

 

(6,179)

 

(6,881)

 

(6,927)

 

Earnings (loss) from continuing

 

 

 

 

 

 

 

 

 

 

 

 

 

operations before income taxes

 

9,646 

 

24,720 

 

9,372 

 

12,535 

 

7,694 

 

Income taxes

 

(3,668)

 

(9,645)

 

(3,652)

 

(4,819)

 

(3,504)

 

Minority interest in income of subsidiaries

(1)

 

(1)

 

 

 

(1)

 

Income from discontinued operations

 

 

 

 

380 

 

 

Net income

$

5,977 

$

15,074 

$

5,720 

$

8,096 

$

4,189 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Available for Dividends:

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

$

33,448 

$

33,153 

$

33,293 

$

37,592 

$

31,018 

Plus (minus):

 

 

 

 

 

 

 

 

 

 

 

Scheduled principal payments

 

(164)

 

(162)

 

(159)

 

(157)

 

(155)

 

Cash interest expense (adjusted for amortization, swap interest and

 

 

 

 

 

 

 

dividend and accretion on series A preferred stock)

(9,594)

 

(9,411)

 

(9,309)

 

(9,433)

 

(9,663)

 

Capital expenditures and other

 

(8,100)

 

(12,688)

 

(5,944)

 

(9,523)

 

(8,355)

 

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

 

59 

 

14,264 

 

175 

 

 

 

Cash income taxes

 

(1,160)

 

(504)

 

(620)

 

458 

 

(292)

Cash Available for Dividends

$

15,489 

$

25,540 

$

18,436 

$

18,937 

$

12,553 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative Cash Available for Dividends: (1)

 

 

 

 

 

 

 

 

Beginning Balance

$

39,331 

$

27,616 

$

22,972 

$

17,800 

$

19,012 

Add:

 

 

 

 

 

 

 

 

 

 

 

 

Cash Available for Dividends generated during the quarter

15,489 

 

25,540 

 

18,436 

 

18,937 

 

12,553 

Less:

 

 

 

 

 

 

 

 

 

 

 

Dividends declared and/or paid after July 30, 2005 

(13,856)

 

(13,825)

 

(13,792)

 

(13,765)

 

(13,765)

Cumulative Cash Available for Dividends

$

40,964 

$

39,331 

$

27,616 

$

22,972 

$

17,800 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other information:

 

 

 

 

 

 

 

 

 

 

 

Gross property, plant and equipment

$

815,543 

$

775,322 

$

764,431 

$

760,221 

$

752,872 

 

Capital expenditures

 

8,100 

 

11,592 

 

5,944 

 

9,325 

 

8,256 

 

Interest expense (adjusted for amortization

 

 

 

 

 

 

 

 

 

 

and swap interest)

 

(9,594)

 

(9,411)

 

(9,309)

 

(9,433)

 

(9,663)

 

Access line equivalents (2)

 

308,858 

 

293,603 

 

291,461 

 

289,658 

 

291,832 

 

 

Residential access lines

 

194,002 

 

186,316 

 

186,669 

 

188,490 

 

192,428 

 

 

Business access lines

 

57,761 

 

55,860 

 

55,522 

 

55,803 

 

56,301 

 

 

High Speed Data subscribers

 

57,095 

 

51,427 

 

49,270 

 

45,365 

 

43,103 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DSL subscribers

 

52,655 

 

47,313 

 

44,360 

 

41,021 

 

39,118 

 

 

 

Other HSD subscribers (Wireless and Cable modems)

4,440 

 

4,114 

 

4,910 

 

4,344 

 

3,985 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Footnotes:

 

(1)

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).

 

(2)

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.