EX-99 2 ex99-1.htm EX. 99.1: EARNINGS ANNOUNCEMENT

Exhibit 99.1


 

 

FOR IMMEDIATE RELEASE

 

FAIRPOINT REPORTS RESULTS FOR THE FOURTH QUARTER

AND FULL YEAR ENDED DECEMBER 31, 2006;

Increases Cumulative Cash Available for Dividends by 10%

 

CHARLOTTE, N.C. (February 21, 2007) – FairPoint Communications, Inc. (NYSE:FRP) (“FairPoint” or the “Company”) today announced its financial results for the fourth quarter ended December 31, 2006.

 

Revenues for the fourth quarter of 2006 increased $0.4 million or 0.6% over the fourth quarter of 2005. Excluding the impact of operations acquired in the last twelve months, revenues decreased $3.7 million or 5.3% compared to the fourth quarter of 2005 (principally due to a $2.4 million interstate access revenue adjustment recorded in the fourth quarter of 2005).

 

Adjusted EBITDA1 (as defined herein) for the fourth quarter of 2006 was $33.3 million versus $37.6 million for the same period last year (principally due to a $2.4 million interstate access revenue adjustment recorded in the fourth quarter of 2005).

 

Earnings per share on a fully diluted basis for the fourth quarter of 2006 were $0.12 compared to earnings per share in the fourth quarter of 2005 of $0.23. The decline is principally due to $2.4 million of merger transaction expenses in the fourth quarter of 2006 related to the pending merger with Verizon’s Maine, Vermont and New Hampshire wireline operations and the interstate access revenue adjustment recorded in the fourth quarter of 2005.

 

“We finished 2006 strong, with positive results from our existing operations, and with plans underway to continue our next phase of growth, the acquisition of Verizon’s wireline operations in Maine, New Hampshire and Vermont,” said Gene Johnson, Chairman and CEO of FairPoint.  “Our core operations generated solid Cash Available for Dividends in excess of our dividend. That’s good news for our current and future shareholders as we continue to improve our dividend stability.”

 

Johnson continued, “Our broadband penetration continues to improve, now almost 24% of the lines we serve, and we continue to see new opportunities for our customers to benefit from our bundled services. We believe that our success in bringing broadband to the current markets we serve will translate into improved broadband access and services for our new customers in the Verizon transaction.”

 

_________________________

Merger transaction related expenses of $2.4 million which were incurred in the fourth quarter of 2006 have been added back to Adjusted EBITDA. The Company amended its credit facility on January 25, 2007 which effectively allows the Company to exclude transition and transaction expenses related to the Company’s agreement to merge with Verizon’s Maine, Vermont and New Hampshire wireline operations.

 

 

 


 

Fourth quarter summary:

(in thousands, except per share and customer units)

 

Three Months Ended

 

 

 

 

12/31/06

 

12/31/05

 

% Change

Revenues

 

$ 70,382

 

$ 69,934

 

0.6%

Income from operations

 

$ 13,751

 

$ 19,416

 

(29.2%)

Net income

 

$ 4,319

 

$ 8,096

 

(46.7%)

Diluted earnings per share

 

$ 0.12

 

$ 0.23

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$ 33,271

 

$ 37,592

 

(11.5%)

Cash Available for Dividends (as defined herein)

 

$ 18,178

 

$ 18,937

 

(4.0%)

Cumulative Cash Available for Dividends (as

defined herein)

 

$ 45,246

 

 

 

 

 

 

 

 

 

 

 

Access line equivalents

 

311,150

 

289,658

 

7.4%

Voice access lines

 

251,706

 

244,293

 

3.0%

High speed data subscribers

 

59,444

 

45,365

 

31.0%

Results for the three month period ended December 31, 2006

 

Operating Revenues  

Consolidated revenues for the three months ended December 31, 2006 were $70.4 million, an increase of $0.4 million or 0.6% compared to the three months ended December 31, 2005. Operations acquired in the last twelve months contributed approximately $4.2 million to total revenues. Excluding the impact of operations acquired in the previous twelve months, revenues decreased $3.7 million or 5.3% compared to the fourth quarter of the prior year. Items affecting the decrease in revenues were decreases in interstate access revenue of $3.1 million, intrastate access revenue of $1.2 million, local service revenue of $0.5 million and universal service fund revenue of $0.2 million. These decreases were partially offset by increases in data and internet services revenue of $0.7 million, other services revenue of $0.3 million and long distance revenue of $0.2 million. The decrease in interstate access revenue is partially due to the recognition of $2.4 million of revenue in the fourth quarter of 2005 related to the settlement of over-earnings reserves for the 2003-2004 regulatory earnings period.

 

Operating Expenses

Operating expenses (excluding depreciation and amortization) increased $6.0 million or 16.2% compared to the fourth quarter of 2005. Excluding the impact of operations acquired in the last twelve months, operating expenses increased $4.1 million or 10.9% compared to the prior year. The primary drivers of this increase were merger transaction related expenses of $2.4 million and increases in employee compensation expenses of $0.5 million, cost of goods sold of $0.3 million (including $0.1 million related to HSD and long distance services) and operating insurance expenses of $0.3 million, all partially offset by a decrease in legal 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 December 31, 2006 and December 31, 2005 were $0.8 million and $0.7 million, respectively. Depreciation and amortization expense increased $0.1 million compared to the same period in 2005.

 

Net Income and Earnings per Share

 

 

 


 

Net income decreased $3.8 million compared to the fourth quarter of 2005. This decrease was primarily driven by an increase in expenses and a decrease in interstate access revenue as discussed above. Earnings per share on a fully diluted basis were $0.12 for the three months ended December 31, 2006, compared to earnings per share on a fully diluted basis of $0.23 for the same period in 2005.

Adjusted EBITDA and Cash Available for Dividends

Adjusted EBITDA for the three months ended December 31, 2006 was $33.3 million ($2.4 million of merger transaction related expenses have been added back), compared to Adjusted EBITDA of $37.6 million for the same period in the prior year. Cash Available for Dividends of $18.2 million was generated during the three months ended December 31, 2006. Cash Available for Dividends for the three months ended December 31, 2006 is up from the $15.5 million generated in the three months ended September 30, 2006, principally because of lower capital expenditures and cash income taxes in the fourth quarter.

Year-to-Date Results (Twelve Months Ended December 31, 2006)

 

Consolidated revenues for the twelve months ended December 31, 2006 increased $7.2 million or 2.7% compared to the twelve months ended December 31, 2005. Operations acquired during 2005 and 2006 contributed approximately $10.6 million to the increase in total revenues. Excluding the impact of operations acquired, revenues decreased $3.4 million or 1.3% compared to the prior year.

 

Operating expenses (excluding depreciation and amortization) increased $12.0 million or 8.4% compared to the twelve months ended December 31, 2005. Excluding the impact of operations acquired in the last twelve months, operating expenses increased $5.9 million or 4.2% compared to the prior year. Included in operating expenses are merger transaction related expenses of $2.4 million.

 

The Company finished the twelve month period ended December 31, 2006 with a Cumulative Cash Available for Dividends balance of $45.2 million, up from $41.0 million at September 30, 2006.

Operational highlights

Total HSD subscribers increased by 2,349 in the fourth quarter of 2006 to 59,444 at December 31, 2006. Excluding acquired lines, HSD subscribers increased by 1,635 in the fourth quarter of 2006.

HSD penetration increased to 23.6% of voice access lines compared to 18.6% at December 31, 2005.

HSD average revenue per subscriber (“ARPU”) was $42.02 for the fourth quarter of 2006. The Company’s quarterly HSD ARPU has remained consistent over the past year.

Interstate long distance penetration as of December 31, 2006 increased to 45.2% of voice access lines compared to 44.5% at the end of the fourth 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 311,150 as of December 31, 2006, representing an increase of 2,292 or 0.7% from September 30, 2006. Total access line equivalents as of December 31, 2006

 

 

 


 

increased 7.4% compared to December 31, 2005 and increased 1.0% over the prior year including only lines owned for the full year.

Voice access lines, excluding lines acquired in the last twelve months, as of December 31, 2006 decreased 3.4% compared to December 31, 2005.

Access Line Equivalents

 

12/31/2006

 

9/30/2006

 

12/31/2005

 

% change 12/31/06 to 12/31/05

Access lines owned for full year(1):

 

 

 

 

 

 

 

Voice access lines

236,009

 

239,829

 

244,293

 

(3.4%)

HSD subscribers

55,602

 

53,967

 

44,310

 

25.5%

Subtotal: Access line equivalents

291,611

 

293,796

 

288,603

 

1.0%

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

Voice access lines

15,697

 

11,934

 

-

 

N/A

HSD subscribers

3,842

 

3,128

 

1,055

 

N/A

Subtotal: Access line equivalents

19,539

 

15,062

 

1,055

 

N/A

 

 

 

 

 

 

 

 

Total access line equivalents

311,150

 

308,858

 

289,658

 

7.4%

 

 

(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 Limited Partnership in the third quarter of 2006, the acquisition of Unite Communication 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 December 31, 2006, was the quarter ended September 30, 2006). Under this covenant, as of December 31, 2006, the Company had Cumulative Cash Available for Dividends of $41.0 million, from which it paid a dividend on January 18, 2007 of $13.9 million, resulting in a carryover of $27.1 million of Cumulative Cash Available for Dividends. In addition to this $27.1 million carryover, based on the Company’s financial performance through December 31, 2006 as described in this earnings release, the Company generated an additional $18.2 million of Cash Available for Dividends and as a result expects to have $45.2 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.

Merger Information

The Company announced on January 16, 2007 that it signed definitive agreements with Verizon Communications Inc. that will result in Verizon establishing a separate entity for its local exchange and related business assets in Maine, New Hampshire and Vermont, spinning off the capital stock of that new entity to Verizon’s stockholders, and merging it with and into FairPoint. The merger is expected to close within the next 12 months. For additional information on the merger and related agreements, please refer to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on January 19, 2007.

Transaction Update

 

Completed ETOM analysis (Enhanced Telephone Operations Manual) to establish system capabilities, processes and organizational functions required to define and operate the new infrastructure.

 

Developed preliminary systems architecture plan.

 

Established forty-one project work streams to prepare systems for conversion.

 

Reviewed systems architecture plan with Verizon Communications Inc.

2007 Outlook

For 2007, FairPoint anticipates revenues of $281 to $284 million. Adjusted EBITDA, before adjusting for the sale of the Company’s investment in Orange County Poughkeepsie Limited Partnership, is expected to be $129 to $131 million (excluding merger transition expenses). Capital expenditures for 2007 are expected to be approximately $73 to $75 million, including $44 million related to the merger. FairPoint amended its credit facility on January 25, 2007 to allow the Company to exclude operating expenses and capital expenditures related to the merger agreement from certain covenant calculations.

The Company estimates that capital expenditures in the first quarter of 2007, excluding merger related expenditures, will be approximately $8.5 to $9.5 million. In addition, the Company expects cash interest expense for the first quarter of 2007 will be approximately $9.8 to $10.0 million.

The Company has also confirmed 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.

Conference Call and Webcast

As previously announced, FairPoint will host a conference call and simultaneous webcast to discuss its fourth quarter results at 8:30 a.m. EST on February 21, 2007. Participants should call (888) 253-4456 (US/Canada) or (706) 643-3201 (International) and request the FairPoint Communications fourth 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 7262648. The recording will be available from Wednesday, February 21, 2007 at 1:00 p.m. through Wednesday, February 28, 2007 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 February 21, 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 annual report on Form 10-K 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 31 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 year ended December 31, 2006 are subject to the completion and filing with the Securities and Exchange Commission of its Annual Report on Form 10-K 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

 

 

 


 

 

FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

December 31,

 

2006

2005

 

 

 

 

 

 

 

(unaudited)

 

 

 

 

 

 

 

(Dollars in thousands)

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

 

 

$

3,805

 

$

5,083

 

Accounts receivable, net

 

28,533

 

 

34,985

 

Other

 

 

 

13,184

 

 

9,200

 

Deferred income tax, net

 

33,648

 

 

29,190

 

Assets of discontinued operations

 

 

 

90

Total current assets

 

79,170

 

 

78,548

Property, plant, and equipment, net

 

246,264

 

 

242,617

Investments

 

12,057

 

 

39,808

Goodwill

 

 

 

499,184

 

 

481,343

Deferred income tax, net

 

23,830

 

 

47,160

Deferred charges and other assets

 

24,725

 

 

18,663

Total assets

$

885,230

 

$

908,139

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

$

14,337

 

$

12,030

 

Dividends payable

 

13,908

 

 

13,789

 

Current portion of long-term debt

 

714

 

 

677

 

Demand notes payable

 

312

 

 

338

 

Accrued interest payable

 

560

 

 

288

 

Other accrued liabilities

 

16,017

 

 

20,808

 

Liabilities of discontinued operations

 

486

 

 

2,495

Total current liabilities

 

46,334

 

 

50,425

Long-term liabilities:

 

 

 

 

 

 

Long-term debt, net of current portion

 

607,272

 

 

606,748

 

Deferred credits and other long-term liabilities

 

6,897

 

 

4,108

Total long-term liabilities

 

614,169

 

 

610,856

Minority interest

 

8

 

 

10

Stockholders' equity:

 

 

 

 

 

 

Common stock

 

352

 

 

350

 

Additional paid-in capital

 

530,536

 

 

590,131

 

Unearned compensation

 

 

 

(6,475)

 

Accumulated deficit

 

(311,545)

 

 

(342,635)

 

Accumulated other comprehensive income, net

 

5,376

 

 

5,477

Total stockholders' equity

 

224,719

 

 

246,848

Total liabilities and stockholders' equity

$

885,230

 

$

908,139

 

 

 

 


 

 

FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

Three months ended

 

Twelve months ended

 

 

 

 

 

 

 

 

December 31,

 

December 31,

 

 

 

 

 

 

 

 

2006

 

2005

 

2006

 

2005

 

 

 

 

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

70,382

$

69,934

$

270,069

$

262,843

Operating expenses:

 

 

 

 

 

 

 

 

 

Operating expenses, excluding depreciation and amortization

 

43,221

 

37,191

 

155,463

 

143,425

 

Depreciation and amortization

 

13,410

 

13,327

 

53,236

 

52,390

Total operating expenses

 

56,631

 

50,518

 

208,699

 

195,815

Income from operations

 

13,751

 

19,416

 

61,370

 

67,028

Other income (expense):

 

 

 

 

 

 

 

 

 

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

 

451

 

(1,012)

 

14,740

 

(1,211)

 

Interest and dividend income

 

177

 

829

 

3,315

 

2,499

 

Interest expense

 

(10,151)

 

(9,832)

 

(39,665)

 

(46,416)

 

Equity in net earnings of investees

 

2,410

 

3,134

 

10,616

 

11,302

 

Other non-operating, net

 

 

 

 

(87,746)

Total other income (expense)

 

(7,113)

 

(6,881)

 

(10,994)

 

(121,572)

Income (loss) before income taxes

 

6,638

 

12,535

 

50,376

 

(54,544)

Income tax (expense) benefit

 

(2,893)

 

(4,819)

 

(19,858)

 

83,096

Minority interest

 

 

 

(2)

 

(2)

Income from continuing operations

 

3,745

 

7,716

 

30,516

 

28,550

Income from discontinued operations

 

574

 

380

 

574

 

380

Net income

$

4,319

$

8,096

$

31,090

$

28,930

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

 

 

34,660

 

34,550

 

34,629

 

31,927

 

Diluted

 

 

 

34,860

 

34,571

 

34,754

 

31,957

Basic earnings per share:

 

 

 

 

 

 

 

 

 

Continuing operations

$

0.11

$

0.22

$

0.88

$

0.89

 

Discontinued operations

 

0.01

 

0.01

 

0.02

 

0.02

 

Net income

 

0.12

 

0.23

 

0.90

 

0.91

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

Continuing operations

$

0.11

$

0.22

$

0.88

$

0.89

 

Discontinued operations

 

0.01

 

0.01

 

0.01

 

0.02

 

Net income

 

0.02

 

0.23

 

0.89

 

0.91

 

 

 

 


 

 

FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

Twelve months ended

 

 

 

 

 

 

 

December 31,

 

 

 

 

 

 

 

 

2006

 

2005

 

 

 

 

 

 

 

(Dollars in thousands)

Cash flows from operating activities:

 

 

 

 

 

Net income

$

31,090

$

28,930

Adjustments to reconcile net income to net cash provided by

 

 

 

 

 

operating activities of continuing operations:

 

 

 

 

 

 

Loss on discontinued operations

 

(574)

 

(380)

 

 

Dividends and accretion on shares subject to mandatory redemption

 

 

2,362

 

 

Loss on preferred stock subject to mandatory redemption

 

 

 

9,899

 

 

Deferred income taxes

 

 

17,473

 

(84,208)

 

 

Amortization of debt issue costs

 

 

1,572

 

1,859

 

 

Provision for uncollectible revenue

 

 

1,798

 

3,245

 

 

Depreciation and amortization

 

 

53,236

 

52,390

 

 

Loss on early retirement of debt

 

 

 

77,847

 

 

Minority interest in income of subsidiaries

 

 

2

 

2

 

 

Income from equity method investments

 

 

(10,616)

 

(11,302)

 

 

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

 

 

(14,740)

 

1,211

 

 

Other non cash items

 

 

2,209

 

2,045

 

 

Changes in assets and liabilities arising from operations:

 

 

 

 

 

 

 

 

Accounts receivable and other current assets

 

 

4,710

 

(2,527)

 

 

 

Accounts payable and accrued expenses

 

 

(3,664)

 

(19,399)

 

 

 

Income taxes

 

 

29

 

(363)

 

 

 

Other assets/liabilities

 

 

(759)

 

71

 

 

 

 

Total adjustments

 

 

50,676

 

32,752

 

 

 

 

 

Net cash provided by operating activities of
continuing operations

 

81,766

 

61,682

Cash flows from investing activities of continuing operations:

 

 

 

 

 

 

Acquisitions of telephone properties, net of cash acquired

 

 

(49,837)

 

(25,690)

 

Acquisition of investments

 

 

 

(12)

 

Net capital additions

 

 

(31,990)

 

(27,401)

 

Distributions from investments

 

 

10,654

 

10,859

 

Net proceeds from sales of investments and other assets

 

 

43,832

 

175

 

Other, net

 

 

(20)

 

(738)

 

Net cash used in investing activities of continuing operations

 

 

(27,361)

 

(42,807)

 

 

 

 

 


 

 

Cash flows from financing activities of continuing operations:

 

 

 

 

 

 

Net proceeds from issuance of common stock

 

 

 

431,921

 

Debt issue and offering costs

 

 

 

(8,975)

 

Proceeds from issuance of long-term debt

 

 

129,200

 

699,959

 

Repayments of long-term debt

 

 

(128,651)

 

(905,675)

 

Repurchase of preferred and common stock

 

 

 

(129,281)

 

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

 

 

(55,241)

 

(35,298)

 

 

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

 

(54,668)

 

(16,647)

 

Cash flows of discontinued operations:

 

 

 

 

 

 

Operating cash flows, net used in

 

(1,015)

 

(740)

 

 

Net (decrease) increase in cash

 

(1,278)

 

1,488

Cash, beginning of period

 

5,083

 

3,595

Cash, end of period

$

3,805

$

5,083

 

 

 

 

 


 

FairPoint Communications, Inc.

Non-GAAP Financial Measures Reconciliation

For the Three Months and Twelve Months Ended December 21, 2006 and 2005

 

 

Three
Months
Ended

 

Three Months Ended

 

 

12/31/06

 

12/31/05

 

(Dollars in thousands)

Net cash provided by operating activities from continuing operations

$

22,771

 

$

22,857

Adjustments:

 

 

 

 

 

 

Depreciation and amortization

 

(13,410)

 

 

(13,327)

 

Other non-cash items

 

(2,429)

 

 

(15,707)

 

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

 

(3,187)

 

 

13,893

Income from continuing operations

 

3,745

 

 

7,716

Adjustments:

 

 

 

 

 

 

Interest expense

 

10,151

 

 

9,832

 

Provision for income taxes

 

2,893

 

 

4,819

 

Depreciation and amortization

 

13,410

 

 

13,327

EBITDA

 

30,199

 

 

35,694

Adjustments:

 

 

 

 

 

 

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

 

(451)

 

 

1,012

 

Equity in net earnings of investees

 

(2,410)

 

 

(3,134)

 

Distributions from investments

 

2,753

 

 

3,550

 

Non-cash stock based compensation

 

823

 

 

691

 

Merger transaction and transition expenses

 

2,371

 

 

-

 

Other non-cash item

 

-

 

 

(212)

 

Deferred patronage dividends

 

(14)

 

 

(9)

Adjusted EBITDA

$

33,271

 

$

37,592

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

Three
Months
Ended

 

Three Months Ended

 

 

12/31/06

 

12/31/05

Net cash provided by operating activities from continuing operations

$

81,766

 

$

61,682

Adjustments:

 

 

 

 

 

 

Depreciation and amortization

 

(53,236)

 

 

(52,390)

 

Dividends and accretion on shares subject to mandatory redemption

 

-

 

 

(2,362)

 

Other non-cash items

 

2,302

 

 

(598)

 

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

 

(316)

 

 

22,218

Income from continuing operations

 

30,516

 

 

28,550

Adjustments:

 

 

 

 

 

 

Interest expense

 

39,665

 

 

46,416

 

Provision for income taxes

 

19,858

 

 

(83,096)

 

Depreciation and amortization

 

53,236

 

 

52,390

EBITDA

 

143,275

 

 

44,260

Adjustments:

 

 

 

 

 

 

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

 

(14,740)

 

 

1,211

 

Equity in net earnings of investees

 

(10,616)

 

 

(11,302)

 

Distributions from investments

 

10,654

 

 

10,859

 

Non-cash stock based compensation

 

2,859

 

 

2,350

 

Loss on early retirement of debt

 

-

 

 

77,847

 

Loss on redemption of preferred stock

 

-

 

 

9,899

 

Merger transaction and transition expenses

 

2,371

 

 

-

 

Other non-cash item

 

(637)

 

 

(212)

 

Deferred patronage dividends

 

(1)

 

 

(77)

Adjusted EBITDA

$

133,165

 

$

134,835

Plus (minus):

 

 

 

 

 

 

Scheduled principal payments

 

(651)

 

 

(858)

 

Cash interest expense (adjusted for amortization and swap interest)

(38,094)

 

 

(42,200)

 

Capital expenditures and other

 

(33,144)

 

 

(28,142)

 

Investments

 

(112)

 

 

-

 

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

 

4,000

 

 

-

 

Gain on sale of investment/assets

 

14,848

 

 

-

 

Cash income taxes

 

(23,369)

 

 

(309)

 

Cash Available for Dividends

 

$

77,643

$

63,326

 

 

 

 


 

 

 

"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 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

December 31, September 30, June 30, March 31, 2006 and December 31, 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Three

Months

Ended

 

Three

Months

Ended

 

Three Months Ended

 

Three Months Ended

 

Three

Months

Ended

 

 

 

December 31, 2006

 

September 30, 2006

 

June 30, 2006

 

March 31, 2006

 

December 31, 2005

Consolidated Results:

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Local calling services

$

17,781

$

16,984

$

16,609

$

16,282

$

16,919

 

 

USF - high cost loop support

 

5,380

 

5,116

 

4,731

 

4,819

 

5,189

 

 

Interstate access revenue

 

18,768

 

19,399

 

16,589

 

17,636

 

20,627

 

 

Intrastate access revenue

 

9,337

 

10,150

 

8,888

 

8,977

 

10,165

 

 

Long distance services

 

5,983

 

6,525

 

5,630

 

5,399

 

5,694

 

 

Data and internet services

 

7,550

 

7,119

 

6,890

 

6,683

 

6,409

 

 

Other services

 

5,583

 

5,407

 

4,859

 

4,995

 

4,931

 

Total revenues

 

70,382

 

70,700

 

64,196

 

64,791

 

69,934

 

Operating expenses

 

56,631

 

53,201

 

49,627

 

49,240

 

50,518

 

Income from operations

 

13,751

 

17,499

 

14,569

 

15,551

 

19,416

 

Other income (expense)

 

(7,113)

 

(7,853)

 

10,151

 

(6,179)

 

(6,881)

 

Earnings from continuing
operations before income taxes

 

6,638

 

9,646

 

24,720

 

9,372

 

12,535

 

Income taxes

 

(2,893)

 

(3,668)

 

(9,645)

 

(3,652)

 

(4,819)

 

Minority interest in income of subsidiaries

 

-

 

(1)

 

(1)

 

-

 

-

 

Income from discontinued operations

 

574

 

-

 

-

 

-

 

380

 

Net income

$

4,319

$

5,977

$

15,074

$

5,720

$

8,096

 

 

 

 

 

 

 

 

 

 

 

 

Cash Available for Dividends:

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

$

33,271

$

33,448

$

33,153

$

33,293

$

37,592

Plus (minus):

 

 

 

 

 

 

 

 

 

 

 

Scheduled principal payments

 

(166)

 

(164)

 

(162)

 

(159)

 

(157)

 

Cash interest expense (adjusted
for amortization and swap
interest)

 

(9,780)

 

(9,594)

 

(9,411)

 

(9,309)

 

(9,433)

 

 

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures and other

(6,412)

(8,100)

(12,688)

(5,944)

(9,523)

 

Investments

-

-

(112)

-

-

 

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

1,000

1,000

1,000

1,000

-

 

Gain on sale of investment/assets

350

59

14,264

175

-

 

Cash income taxes

(85)

(1,160)

(504)

(620)

458

Cash Available for Dividends

$18,178

$15,489

$25,540

$18,436

$18,937

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative Cash Available for Dividends: (1)

 

 

 

 

 

 

 

 

 

 

Beginning Balance

$40,964

$39,331

$27,616

$22,972

$17,800

Add:

 

 

 

 

 

 

 

 

 

 

 

Cash Available for Dividends generated during the quarter

18,178

15,489

25,540

18,436

18,937

Less:

 

 

 

 

 

 

 

 

 

 

 

Dividends declared and/or paid after July 30, 2005

(13,896)

(13,856)

(13,825)

(13,792)

(13,765)

Cumulative Cash Available for Dividends

$45,246

$40,964

$39,331

$27,616

$22,972

 

 

 

 

 

 

 

 

 

 

 

 

 

Other information:

 

 

 

 

 

 

 

 

 

 

 

Gross property, plant and equipment

$829,234

$815,543

$775,322

$764,431

$760,221

 

Capital expenditures

6,354

8,100

11,592

5,944

9,325

 

Interest expense (adjusted for amortization and swap interest)

(9,780)

(9,594)

(9,411)

(9,309)

(9,433)

 

Access line equivalents (2)

311,150

308,858

293,603

291,461

289,658

 

 

Residential access lines

194,119

194,002

186,316

186,669

188,490

 

 

Business access lines

57,587

57,761

55,860

55,522

55,803

 

 

High Speed Data subscribers

59,444

57,095

51,427

49,270

45,365

 

 

 

DSL subscribers

54,752

52,655

47,313

44,360

41,021

 

 

 

Other HSD subscribers (Wireless and Cable modems)

4,692

4,440

4,114

4,910

4,344

 

(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.