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Form 8-K FAIRPOINT COMMUNICATIONS For: Aug 05

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August 5, 2015 6:18 AM EDT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 5, 2015
 
FairPoint Communications, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
001-32408
 
13-3725229
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
521 East Morehead Street,
Suite 500,
Charlotte, North Carolina
 
28202
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code (704) 344-8150
N/A
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02
Results of Operations and Financial Condition
On August 5, 2015, FairPoint Communications, Inc. (the “Company”) issued a press release reporting the financial results for its second quarter ended June 30, 2015 (the “Earnings Release”). A copy of the Earnings Release is attached to this Current Report as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure.

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 exhibit attached hereto, 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.

Item 9.01
Financial Statements and Exhibits
(d) Exhibits
 
 
 
 
Exhibit
Number
  
Description
 
 
99.1
  
Earnings Release






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/ Ajay Sabherwal
 
Name:
Ajay Sabherwal
 
Title:
Executive Vice President and Chief Financial Officer
Date: August 5, 2015





Exhibit 99.1

FOR IMMEDIATE RELEASE
Investor Relations Contact:
Paul Taaffe
(704) 227-3623

Media Contact:
Angelynne Beaudry
(207) 535-4129

FAIRPOINT COMMUNICATIONS REPORTS
2015 SECOND QUARTER RESULTS

•
Unlevered Free Cash Flow minus Estimated Avoided Costs1 of $30.7 million for the quarter and $63.6 million year-to-date
•
Management raises the lower end of prior guidance range for Unlevered Free Cash Flow minus Estimated Avoided Costs1 and now expects $115 million to $125 million for fiscal 2015
•
Revenue of $214.1 million for the quarter and $428.1 million year-to-date
•
Adjusted EBITDA minus Estimated Avoided Costs1 of $63.7 million for the quarter and $125.3 million year-to-date
•
Capital expenditures of $28.3 million for the quarter and $54.7 million year-to-date
•
Net income of $40.3 million for the quarter and net loss of $4.9 million year-to-date

Charlotte, N.C. (August 5, 2015) - FairPoint Communications, Inc. (Nasdaq: FRP) (“FairPoint” or the “Company”), a leading communications provider, today announced its financial results for the second quarter ended June 30, 2015. As previously announced, the Company will hold a conference call and simultaneous webcast to discuss its results today at 8:30 a.m. (EDT).

“Our financial results in the quarter were in line with our expectations as we continue to transform revenue while actively managing costs,” said Paul H. Sunu, Chief Executive Officer.  “We are also encouraged by the improving trends we are seeing in operational metrics as subscriber losses moderated from peaks experienced during the strike and our sales bookings returned close to pre-strike levels. We continue to make significant operational improvements and have established new expectations for service that we believe will improve the customer experience and reduce churn over time.”

Operating Highlights

Ethernet services revenue momentum continued in the second quarter of 2015 and contributed approximately $23.5 million of revenue or 11.0% of total revenue in the second quarter of 2015 as compared to $20.9 million or 9.3% of total revenue a year ago, as retail and wholesale Ethernet circuits grew 28.0% year-over-year. Growth in the Company's Ethernet products is expected to continue based on demand from customers like regional banks, healthcare networks and wireless carriers.

Broadband and other data revenues grew $1.0 million from the first quarter of 2015 driven by customer speed upgrades and price increases which more than offset a net decline in total subscribers. Encouragingly broadband subscriber counts increased in June compared to May.

_________________
1 Unlevered Free Cash Flow minus Estimated Avoided Costs, Adjusted EBITDA minus Estimated Avoided Costs, Unlevered Free Cash Flow and Adjusted EBITDA are non-GAAP financial measures. Additional information regarding the calculation of these non-GAAP measures and a reconciliation to net income (loss) are contained in the attachments to this press release.






The Company continues to develop and deploy advanced products and services for customers and experienced continued business adoption of its Hosted PBX product in the second quarter. For example, the Company made good progress in the first half of 2015 toward the installation of a 1,250 seat Hosted PBX solution in New Hampshire and the next-generation emergency 9-1-1 system for the state of Vermont.

As of June 30, 2015, FairPoint had 2,931 employees, a decrease of 229 employees versus a year ago. On July 29, 2015, we completed a previously announced workforce reduction. As a result, we estimate a reduction in adjusted employee expenses of $7 million to $9 million over the remainder of 2015 compared to the first half of 2015.

Financial Highlights

Second Quarter 2015 as compared to First Quarter 2015

Revenue increased $0.1 million during the second quarter of 2015 to $214.1 million.
•
Voice services revenue decreased $1.8 million primarily due to fewer lines in service partially offset by seasonal reconnects.
•
Access revenue increased $1.1 million primarily due to lower wholesale service credits in the second quarter.
•
Data and Internet services revenue increased $1.2 million due to seasonal reconnects, rate increases and speed upgrades partially offset by broadband subscriber losses.
•
Other services revenue decreased $0.3 million primarily due to lower late payment fees as a result of fewer accounts past due.

Operating expenses, excluding depreciation and amortization, decreased $84.4 million to $98.9 million in the second quarter of 2015 compared to $183.3 million in the first quarter of 2015 primarily due to $49.5 million lower labor negotiation related expenses and $43.7 million lower OPEB expense partially offset by $6.6 million higher employee expenses, including severance related to the previously announced workforce reduction. However, labor negotiation related expenses, OPEB expense and severance are excluded from the Company's definition of adjusted operating expenses and Adjusted EBITDA.

Adjusted operating expenses were $150.4 million in the second quarter of 2015 compared to $152.3 million in the first quarter of 2015. The decrease was primarily due to lower employee expenses (after consideration of Estimated Avoided Costs).
 
Adjusted EBITDA increased $2.0 million to $63.7 million in the second quarter of 2015 compared to Adjusted EBITDA minus Estimated Avoided Costs of $61.7 million in the first quarter of 2015. The increase was primarily driven by lower adjusted operating expenses.

Capital expenditures were $28.3 million in the second quarter of 2015 compared to $26.4 million in the first quarter of 2015.
 
Unlevered Free Cash Flow, which measures Adjusted EBITDA less capital expenditures, cash contributions towards our pension plans and cash payments for OPEB, was $30.7 million in the second quarter of 2015 compared to Unlevered Free Cash Flow minus Estimated Avoided Costs of $32.9 million in the first quarter of 2015. Unlevered Free Cash Flow was lower in the second quarter of 2015 primarily due to higher capital expenditures, cash pension contributions and cash OPEB payments partially offset by higher Adjusted EBITDA.
 
Net income was $40.3 million in the second quarter of 2015 compared to a net loss of $45.2 million in the first quarter of 2015. The change was primarily due to a decrease in operating expenses, excluding depreciation and amortization as described above, and, to a lesser degree, an income tax benefit in the second quarter compared to income tax expense in the first quarter. Net income is positive in the second quarter of 2015 largely due to the non-cash GAAP treatment for the change in the liability of the OPEB plan due to the elimination of post-employment health benefits for active employees. The impact of this treatment will continue for the remainder of 2015 and all of 2016, but we do not expect that it will impact our cash income taxes or change our accumulated federal net operating loss carryforwards.

Cash was $9.1 million as of June 30, 2015 compared to $10.3 million as of March 31, 2015. Total gross debt outstanding was $925.6 million as of June 30, 2015, after the regularly scheduled principal payments of $1.6 million on the term loan made during the second quarter of 2015, as compared to $927.2 million as of March 31, 2015. The Company's $75.0 million revolving credit facility was undrawn, with $58.8 million available for borrowing after applying $16.2 million of outstanding letters of credit.


2


Second Quarter 2015 as compared to Second Quarter 2014

Revenue was $214.1 million in the second quarter of 2015 compared to $225.6 million a year earlier.
•
Voice services revenue declined $10.1 million resulting from the loss of voice access lines versus a year ago combined with lower long distance usage.
•
Access revenue declined $1.3 million due to the continued loss and conversion of legacy transport circuits to next generation fiber-based services, partially offset by an increase in wholesale Ethernet revenue primarily driven by conversion of legacy cellular tower circuits.
•
Data and Internet services revenue increased $0.4 million reflecting strength in retail Ethernet services and the mitigating impact of speed upgrades and price increases on residential broadband products offsetting subscriber declines.
•
Other services revenue decreased $0.4 million.

Operating expenses, excluding depreciation and amortization, decreased $81.1 million to $98.9 million in the second quarter of 2015 compared to $180.0 million in the second quarter of 2014 primarily due to $68.9 million lower OPEB expense, $4.9 million lower direct operating expenses and $4.5 million lower labor negotiation related expenses partially offset by $3.6 million higher severance. However, OPEB expense, labor negotiation related expenses and severance are excluded from the Company's definition of adjusted operating expenses and Adjusted EBITDA.

Adjusted operating expenses were $150.4 million in the second quarter of 2015 compared to $161.4 million a year earlier. The decrease was primarily the result of lower employee costs, direct operating expenses, contracted services and marketing. Lower employee costs primarily resulted from decreased benefits, bonus and salaries due to lower headcount.

Adjusted EBITDA was $63.7 million in the second quarter of 2015 compared to $64.2 million a year earlier. The decrease is due to lower revenue almost fully offset by operating expense savings.
 
Capital expenditures were $28.3 million in the second quarter of 2015 compared to $34.9 million a year earlier. The decrease is primarily driven by timing and a lower overall 2015 capital plan.

Unlevered Free Cash Flow of $30.7 million in the second quarter of 2015 increased $9.3 million compared to $21.4 million a year earlier. The increase was due to lower capital expenditures and lower cash contributions towards our pension plans.

Net income was $40.3 million in the second quarter of 2015 compared to a net loss of $22.7 million in the second quarter of 2014. The change was primarily due to a decrease in operating expenses, excluding depreciation and amortization, partially offset by lower revenue, as described above, as well as a lower income tax benefit.

2015 Guidance

For full year 2015, the Company now expects to generate $115 million to $125 million of Unlevered Free Cash Flow adjusted for Estimated Avoided Costs in the first quarter. The lower end of this guidance range has increased from $105 million in prior guidance. Unlevered Free Cash Flow refers to Adjusted EBITDA minus capital expenditures, pension contributions and cash payments for OPEB. In addition, annual capital expenditures are expected to be less than $120 million and aggregate annual pension contributions and OPEB payments are expected to be approximately $20 million.

Quarterly Report

The information in this press release should be read in conjunction with the financial statements and footnotes contained in the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2015, which will be filed with the SEC no later than August 10, 2015. The Company's results for the quarter ended June 30, 2015 are subject to the completion of such quarterly report.

Conference Call Information

As previously announced, FairPoint will hold a conference call and simultaneous webcast to discuss its second quarter 2015 results today at 8:30 a.m. (EDT).

A live broadcast of the earnings conference call will be available online at www.fairpoint.com/investors. An online replay will be available shortly thereafter.


3


As an alternative to the webcast, participants can also call (877) 280-4957 (US/Canada) or (857) 244-7314 (international) and enter passcode 55469726 when prompted. The title of the call is the Second Quarter 2015 FairPoint Communications, Inc. Earnings Conference Call.

A telephonic replay will be available for anyone unable to participate in the live call. To access the replay, call (888) 286-8010 (US/Canada) or (617) 801-6888 (international) and enter the passcode 37130169 when prompted. The recording will be available from Wednesday, August 5, 2015, at 12:30 p.m. (EDT) through Wednesday, August 12, 2015, at 11:59 p.m. (EDT).
 
Use of Non-GAAP Financial Measures

This press release includes certain non-GAAP financial measures, including but not limited to Adjusted EBITDA, Adjusted EBITDA minus Estimated Avoided Costs, Unlevered Free Cash Flow and Unlevered Free Cash Flow minus Estimated Avoided Costs, and the adjustments to the most directly comparable GAAP measure used to determine the non-GAAP measures. Management believes Adjusted EBITDA provides a useful measure of covenant compliance and Unlevered Free Cash Flow may be useful to investors in assessing the Company's ability to generate cash and meet its debt service requirements. The maintenance covenants contained in the Company's credit facility are based on Consolidated EBITDA, which is consistent with the calculation of Adjusted EBITDA included in the attachments to this press release.

For purposes of calculating Adjusted EBITDA (in accordance with the definition of Consolidated EBITDA in our credit agreement), costs, expenses and charges related to the renegotiation of labor contracts including, but not limited to, expenses for third-party vendors and losses related to disruption of operations (including any associated penalties under service level agreements and regulatory performance plans) are permitted to be excluded from the calculation. We believe this includes, among others, the costs paid to third-parties for the contingent workforce and service quality penalties due to the disruption of operations. On October 17, 2014, two of our labor unions in northern New England initiated a work stoppage and returned to work on February 25, 2015. As a result, significant union employee and vehicle and other related expenses related to northern New England were not incurred between October 17, 2014 and February 24, 2015 (the "work stoppage period"). Therefore, to assist in the evaluation of the Company's operating performance without the impact of the work stoppage, we estimated the union employee and vehicle and other related expenses using historical data for the work stoppage period by quarter that we believe would have been incurred absent the work stoppage ("Estimated Avoided Costs"). Estimated Avoided Costs is a pro forma estimate only. Actual costs absent the strike may have been different. In the fourth quarter of 2014 and first quarter of 2015, had our incumbent workforce been in place, actual labor costs during the work stoppage period may have been higher than the $33 million and $27 million, respectively, recorded as Estimated Avoided Costs due to significant winter storm activity that increased our service demands; however, those incremental storm-related costs would have been an allowed add back to Adjusted EBITDA under the credit agreement. Estimated employee expenses avoided during the work stoppage period include salaries and wages, bonus, overtime, capitalized labor, benefits, payroll taxes, travel expenses and other employee related costs based on a trailing 12-month average calculated per striking employee per day during the work stoppage period less any actual expense incurred. Estimated vehicle fuel and maintenance expense savings, which resulted from the contingent workforce utilizing their own vehicles, for the work stoppage period were estimated based on a trailing 12-month average of historical costs less actual expense incurred. "Adjusted EBITDA minus Estimated Avoided Costs" and "Unlevered Free Cash Flow minus Estimated Avoided Costs" may be useful to investors in understanding our operating performance without the impact of the two unions' work stoppage.

The Company believes that the non-GAAP measures may be useful to investors in understanding period-to-period operating performance and in identifying historical and prospective trends that may not otherwise be apparent when relying solely on GAAP financial measures. In addition, the non-GAAP measures are useful for investors because they enable them to view performance in a manner similar to the method used by the Company’s management.

However, the non-GAAP financial measures, as used herein, are not necessarily comparable to similarly titled measures of other companies. Furthermore, these non-GAAP measures have limitations as analytical tools and should not be considered in isolation from, or as an alternative to, net income or loss, operating income, cash flow or other combined income or cash flow data prepared in accordance with GAAP. Because of these limitations, Adjusted EBITDA, Adjusted EBITDA minus Estimated Avoided Costs, Unlevered Free Cash Flow, Unlevered Free Cash Flow minus Estimated Avoided Costs and related ratios should not be considered as measures of discretionary cash available to invest in business growth or reduce indebtedness. The Company compensates for these limitations by relying primarily on its GAAP results and using the non-GAAP measures only supplementally. A reconciliation of Adjusted EBITDA, Adjusted EBITDA minus Estimated Avoided Costs, Unlevered Free Cash Flow and Unlevered Free Cash Flow minus Estimated Avoided Costs to net loss or income is contained in the attachments to this press release.


4


About FairPoint Communications, Inc.

FairPoint Communications, Inc. (Nasdaq: FRP) provides advanced data, voice and video technologies to single and multi-site businesses, public and private institutions, consumers, wireless companies and wholesale re-sellers in 17 states. Leveraging an owned, fiber-core Ethernet network — with more than 20,000 route miles of fiber, including approximately 17,000 route miles of fiber in northern New England — FairPoint has the network coverage, scalable bandwidth and transport capacity to support enhanced applications, including the next generation of mobile and cloud-based communications, such as small cell wireless backhaul technology, voice over IP, data center colocation services, managed services and disaster recovery. For more information, visit www.FairPoint.com.

Cautionary Note Regarding Forward-looking Statements

Some statements herein or discussed on our earnings conference call are known as “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements about the Company's plans, objectives, expectations and intentions and other statements contained herein that are not historical facts. When used herein, the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates”, "should", "could", "will" and similar expressions are generally intended to identify forward-looking statements. 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, including the Company's plans, objectives, expectations and intentions and other factors, including the risk factors discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and the factors discussed in our Quarterly Report on Form 10-Q for the period ended June 30, 2015. You should not place undue reliance on such forward-looking statements, which are based on the information currently available to us and speak only as of the date hereof. Except as required by law, the Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changes in expectations or otherwise. However, your attention is directed to any further disclosures made on related subjects in the Company's subsequent reports filed with the SEC.

Certain information contained herein or discussed on our earnings conference call may constitute guidance as to projected financial results and the Company's future performance that represent management's estimates as of the date hereof. This guidance, which consists of forward-looking statements, is prepared by the Company's management and is qualified by, and subject to, certain assumptions. Guidance is not prepared with a view toward compliance with published guidelines of the American Institute of Certified Public Accountants, and neither the Company's independent registered public accounting firm nor any other independent expert or outside party compiles or examines the guidance and, accordingly, no such person expresses any opinion or any other form of assurance with respect thereto. Guidance is based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control and are based upon specific assumptions with respect to future business decisions, some of which will change. Management generally states possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not intended to represent actual results, which could fall outside of the suggested ranges. The principal reason that the Company releases this data is to provide a basis for management to discuss the Company's business outlook with analysts and investors. The Company does not accept any responsibility for any projections or reports published by any such outside analysts or investors. Guidance is necessarily speculative in nature and it can be expected that some or all of the assumptions of the guidance furnished by us will not materialize or will vary significantly from actual results. Accordingly, the Company's guidance is only an estimate of what management believes is realizable as of the date hereof. Actual results will vary from the guidance and the variations may be material. Investors should also recognize that the reliability of any forecasted financial data diminishes the farther in the future that the data is forecast. In light of the foregoing, investors are urged to put the guidance in context and not to place undue reliance on it.

###

5


FAIRPOINT COMMUNICATIONS, INC.
Supplemental Financial Information
(Unaudited)
(in thousands, except operating and financial metrics)
 
2Q15
1Q15
4Q14
3Q14
2Q14
 
YTD 2015
YTD 2014
Summary Income Statement:
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
Voice services
$
84,689

$
86,513

$
90,413

$
94,799

$
94,838

 
$
171,202

$
190,333

Access
73,832

72,726

71,265

77,112

75,123

 
146,558

152,063

Data and Internet services
44,455

43,271

44,207

44,851

44,089

 
87,726

86,432

Other services
11,122

11,464

11,237

11,358

11,547

 
22,586

27,326

Total revenue
214,098

213,974

217,122

228,120

225,597

 
428,072

456,154

Operating expenses:
 
 
 
 
 
 
 
 
Operating expenses, excluding depreciation and amortization (1)
98,942

183,329

194,857

200,412

180,037

 
282,271

378,619

Depreciation and amortization
55,818

55,306

54,909

56,618

55,080

 
111,124

109,151

Reorganization expense (post-emergence)
20

7

27

12

47

 
27

65

Total operating expenses
154,780

238,642

249,793

257,042

235,164

 
393,422

487,835

Income/(loss) from operations
59,318

(24,668
)
(32,671
)
(28,922
)
(9,567
)
 
34,650

(31,681
)
Other income/(expense):
 
 
 
 
 
 
 
 
Interest expense
(19,974
)
(19,819
)
(20,145
)
(20,195
)
(20,023
)
 
(39,793
)
(40,031
)
Other income/(expense), net
97

175

7,467

90

(224
)
 
272

(9
)
Total other expense
(19,877
)
(19,644
)
(12,678
)
(20,105
)
(20,247
)
 
(39,521
)
(40,040
)
Income/(loss) before income taxes
39,441

(44,312
)
(45,349
)
(49,027
)
(29,814
)
 
(4,871
)
(71,721
)
Income tax benefit/(expense)
824

(901
)
1,725

11,249

7,134

 
(77
)
16,804

Net income/(loss)
$
40,265

$
(45,213
)
$
(43,624
)
$
(37,778
)
$
(22,680
)
 
$
(4,948
)
$
(54,917
)
 
 
 
 
 
 
 
 
 
Reconciliation of Adjusted EBITDA and Unlevered Free Cash Flow to Net Income/(Loss):
 
 
 
 
 
 
 
 
Net income/(loss)
$
40,265

$
(45,213
)
$
(43,624
)
$
(37,778
)
$
(22,680
)
 
$
(4,948
)
$
(54,917
)
Income tax (benefit)/expense
(824
)
901

(1,725
)
(11,249
)
(7,134
)
 
77

(16,804
)
Interest expense
19,974

19,819

20,145

20,195

20,023

 
39,793

40,031

Depreciation and amortization
55,818

55,306

54,909

56,618

55,080

 
111,124

109,151

Pension expense (2a)
3,088

5,111

3,699

4,892

4,754

 
8,199

9,553

OPEB expense (2a)
(55,548
)
(12,008
)
15,264

14,941

13,404

 
(67,556
)
26,933

Compensated absences (2b)
(3,803
)
12,237

(1,623
)
(3,829
)
(3,013
)
 
8,434

8,300

Severance
3,760

358

1,228

264

129

 
4,118

513

Restructuring costs (2c)
20

7

27

12

47

 
27

65

Storm expenses (2d) (5)
—

—

745

—

(190
)
 
—

(600
)
Other non-cash items, net (2e)
1,780

2,733

734

331

(109
)
 
4,513

1,022

Gain on sale of assets
—

—

27

170

243

 
—

253

Labor negotiation related expense (2f)
(850
)
49,528

51,335

17,142

3,700

 
48,678

5,113

All other allowed adjustments, net (2f)
(16
)
(99
)
(671
)
(14
)
(20
)
 
(115
)
(204
)
Adjusted EBITDA (2) (4)
63,664

88,680

100,470

61,695

64,234

 
152,344

128,409

Estimated Avoided Costs (3)
—

(27,000
)
(33,000
)
—

—

 
(27,000
)
—

Adjusted EBITDA minus Estimated Avoided Costs (3) (4)
$
63,664

$
61,680

$
67,470

$
61,695

$
64,234

 
$
125,344

$
128,409

Adjusted EBITDA minus Estimated Avoided Costs Margin (3)
29.7
 %
28.8
 %
31.1
 %
27.0
 %
28.5
 %
 
29.3
%
28.2
%
 
 
 
 
 
 
 
 
 
Adjusted EBITDA (2) (4)
$
63,664

$
88,680

$
100,470

61,695

64,234

 
152,344

128,409

Pension contributions
(3,182
)
(1,200
)
(7,373
)
(7,038
)
(6,895
)
 
(4,382
)
(13,855
)
OPEB payments
(1,486
)
(1,149
)
(2,280
)
(1,398
)
(1,068
)
 
(2,635
)
(2,130
)
Capital expenditures
(28,298
)
(26,430
)
(27,714
)
(28,798
)
(34,900
)
 
(54,728
)
(62,977
)
Unlevered Free Cash Flow (4)
30,698

59,901

63,103

24,461

21,371

 
90,599

49,447

Estimated Avoided Costs (3)
—

(27,000
)
(33,000
)
—

—

 
(27,000
)
—

Unlevered Free Cash Flow minus Estimated Avoided Costs (3)
$
30,698

$
32,901

$
30,103

$
24,461

$
21,371

 
$
63,599

$
49,447

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

6


 
2Q15
1Q15
4Q14
3Q14
2Q14
 
YTD 2015
YTD 2014
Reconciliation of Adjusted EBITDA to Revenue:
 
 
 
 
 
 
 
 
Total revenue
$
214,098

$
213,974

$
217,122

$
228,120

$
225,597

 
$
428,072

$
456,154

Operating expenses, excluding depreciation and amortization (1)
$
98,942

$
183,329

$
194,857

$
200,412

$
180,037

 
$
282,271

$
378,619

Pension expense (2a)
(3,088
)
(5,111
)
(3,699
)
(4,892
)
(4,754
)
 
(8,199
)
(9,553
)
OPEB expense (2a)
55,548

12,008

(15,264
)
(14,941
)
(13,404
)
 
67,556

(26,933
)
Compensated absences (2b)
3,803

(12,237
)
1,623

3,829

3,013

 
(8,434
)
(8,300
)
Severance
(3,760
)
(358
)
(1,228
)
(264
)
(129
)
 
(4,118
)
(513
)
Storm expenses (2d) (5)
—

—

(745
)
—

190

 
—

600

Other non-cash items, net (2e)
(1,861
)
(2,809
)
(830
)
(577
)
110

 
(4,670
)
(1,061
)
Labor negotiation related expense (2f)
850

(49,528
)
(51,335
)
(17,142
)
(3,700
)
 
(48,678
)
(5,113
)
All other allowed adjustments, net (2f)
—

—

—

—

—

 
—

(1
)
Settlement proceeds (4)
—

—

(6,727
)
—

—

 
—

—

Adjusted operating expenses, excluding depreciation and amortization (1)
$
150,434

$
125,294

$
116,652

$
166,425

$
161,363

 
$
275,728

$
327,745

Adjusted operating expenses margin
70.3
 %
58.6
 %
53.7
 %
73.0
 %
71.5
 %
 
64.4
%
71.8
%
Adjusted EBITDA (2) (4)
$
63,664

$
88,680

$
100,470

$
61,695

$
64,234

 
$
152,344

$
128,409

Estimated Avoided Costs (3)
—

(27,000
)
(33,000
)
—

—

 
(27,000
)
—

Adjusted EBITDA minus Estimated Avoided Costs (3)
$
63,664

$
61,680

$
67,470

$
61,695

$
64,234

 
$
125,344

$
128,409

 
 
 
 
 
 
 
 
 
Adjusted operating expenses, excluding depreciation and amortization (1)
$
150,434

$
125,294

$
116,652

$
166,425

$
161,363

 
$
275,728

$
327,745

Estimated Avoided Costs (3)
—

27,000

33,000

—

—

 
27,000

—

Adjusted operating expenses, excluding depreciation and amortization plus Estimated Avoided Costs (3)
$
150,434

$
152,294

$
149,652

$
166,425

$
161,363


$
302,728

$
327,745

 
 
 
 
 
 
 
 
 
Select Operating and Financial Metrics:
 
 
 
 
 
 
 
 
Residential lines
438,179

452,302

467,561

484,346

502,759

 
 
 
Business lines (6)
278,302

279,804

283,490

287,206

290,246

 
 
 
Wholesale lines (7)
51,741

53,237

54,195

54,386

55,569

 
 
 
Total lines
768,222

785,343

805,246

825,938

848,574

 
 
 
% change y-o-y
(9.5
)%
(9.2
)%
(8.5
)%
(7.9
)%
(7.1
)%
 
 
 
% change q-o-q
(2.2
)%
(2.5
)%
(2.5
)%
(2.7
)%
(1.9
)%
 
 
 
 
 
 
 
 
 
 
 
 
Broadband subscribers (8)
317,100

318,378

321,624

329,494

333,421

 
 
 
% change y-o-y
(4.9
)%
(4.0
)%
(2.5
)%
(0.4
)%
0.2
 %
 
 
 
% change q-o-q
(0.4
)%
(1.0
)%
(2.4
)%
(1.2
)%
0.6
 %
 
 
 
penetration of lines
41.3
 %
40.5
 %
39.9
 %
39.9
 %
39.3
 %
 
 
 
 
 
 
 
 
 
 
 
 
Access line equivalents
1,085,322

1,103,721

1,126,870

1,155,432

1,181,995

 
 
 
% change y-o-y
(8.2
)%
(7.8
)%
(6.8
)%
(5.8
)%
(5.2
)%
 
 
 
% change q-o-q
(1.7
)%
(2.1
)%
(2.5
)%
(2.2
)%
(1.2
)%
 
 
 
 
 
 
 
 
 
 
 
 
Retail Ethernet
6,036

5,831

5,611

5,447

5,156

 
 
 
Wholesale Ethernet
7,696

7,298

7,027

6,234

5,570

 
 
 
Ethernet Circuits
13,732

13,129

12,638

11,681

10,726

 
 
 
% change y-o-y
28.0
 %
29.7
 %
32.8
 %
37.5
 %
48.3
 %
 
 
 
% change q-o-q
4.6
 %
3.9
 %
8.2
 %
8.9
 %
6.0
 %
 
 
 
 
 
 
 
 
 
 
 
 
Employee Headcount
2,931

2,994

3,052

3,088

3,160

 
 
 
% change y-o-y
(7.2
)%
(5.4
)%
(3.8
)%
(3.0
)%
(2.9
)%
 
 
 
 
 
 
 
 
 
 
 
 
(1) Excludes reorganization costs.
(2) For purposes of calculating Adjusted EBITDA (in accordance with the definition of Consolidated EBITDA in the Company's credit agreement), the Company adjusts net (loss) income for interest, income taxes, depreciation and amortization, in addition to:
a) the add-back of aggregate pension and other post-employment benefits (OPEB) expense,
b) the add-back (or subtraction) of the adjustment to the compensated absences accrual to eliminate the impact of changes in the accrual,
c) the add-back of costs related to the reorganization, including professional fees for advisors and consultants,
d) the add-back of costs and expenses, including those imposed by regulatory authorities, with respect to casualty events, acts of God or force majeure to the extent they are not reimbursed from proceeds of insurance,
e) the add-back of other non-cash items, including stock compensation expense, except to the extent they will require a cash payment in a future period, and

7


f) the add-back (or subtraction) of other items, including facility and office closures, labor negotiation expenses (including losses related to disruption of operations), non-cash gains/losses, non-operating dividend and interest income and other extraordinary gains/losses.
(3) See "Use of Non-GAAP Financial Measures" above for information regarding the calculation. The first quarter of 2015 represents 39 business days of estimated avoided costs compared to 54 business days of estimated avoided costs in the fourth quarter of 2014.
(4) On January 24, 2011, the FairPoint Litigation Trust (the "Trust") was created and the Company transferred to the Trust the Litigation Trust Claims, as defined in the FairPoint Litigation Trust Agreement among the Company, its subsidiaries and the trustee. The Trust thereafter settled its claims. On October 16, 2014, we received payment from the settlement proceeds and recorded one-time, non-operating income of $6.7 million, which is included in the calculation of Adjusted EBITDA.
(5) While there are no costs reflected on this line item for the first quarter of 2015, we believe the impact is captured in our labor negotiation related expense through incremental contracted services.
(6) Business access lines include Hosted Voice seats.
(7) Wholesale access lines include Resale and UNE-P, but exclude UNE-L and special access circuits.
(8) Broadband subscribers include DSL, fiber-to-the-premise, cable modem and fixed wireless broadband, but exclude Ethernet and other high-capacity circuits.

8


FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
June 30, 2015 and December 31, 2014
(in thousands, except share data)
 
 
June 30, 2015
 
December 31, 2014
 
(unaudited)
 
 
Assets:
 
 
 
Cash
$
9,148

 
$
37,587

Accounts receivable, net
65,875

 
71,545

Prepaid expenses
23,379

 
25,360

Other current assets
3,299

 
5,406

Deferred income tax, net
12,342

 
7,638

Total current assets
114,043

 
147,536

Property, plant and equipment, net
1,163,480

 
1,213,729

Intangible assets, net
89,379

 
94,879

Restricted cash
651

 
651

Other assets
2,995

 
3,214

Total assets
$
1,370,548

 
$
1,460,009

 
 
 
 
Liabilities and Stockholders' Equity/(Deficit):
 
 
 
Current portion of long-term debt
$
6,400

 
$
6,400

Current portion of capital lease obligations
748

 
627

Accounts payable
30,078

 
62,985

Claims payable and estimated claims accrual
216

 
216

Accrued interest payable
9,977

 
9,978

Accrued payroll and related expenses
33,111

 
25,218

Other accrued liabilities
49,089

 
47,147

Total current liabilities
129,619

 
152,571

Capital lease obligations
1,212

 
962

Accrued pension obligations
165,655

 
212,806

Accrued other post-employment benefit obligations
101,563

 
735,351

Deferred income taxes
38,841

 
35,231

Other long-term liabilities
19,381

 
21,131

Long-term debt, net of current portion
901,141

 
902,241

Total long-term liabilities
1,227,793

 
1,907,722

Total liabilities
1,357,412

 
2,060,293

Stockholders' equity/(deficit):
 
 
 
Common stock, $0.01 par value, 37,500,000 shares authorized, 26,902,696 and 26,710,569 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively
269

 
267

Additional paid-in capital
519,735

 
516,080

Retained deficit
(802,956
)
 
(798,008
)
Accumulated other comprehensive income/(loss)
296,088

 
(318,623
)
Total stockholders' equity/(deficit)
13,136

 
(600,284
)
Total liabilities and stockholders' equity/(deficit)
$
1,370,548

 
$
1,460,009





9


FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Three and Six Months Ended June 30, 2015 and 2014
(Unaudited)
(in thousands, except per share data)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Revenues
$
214,098

 
$
225,597

 
$
428,072

 
$
456,154

Operating expenses:
 
 
 
 
 
 
 
Cost of services and sales, excluding depreciation and amortization
97,968

 
101,661

 
232,349

 
217,227

Other post-employment benefit and pension expense
(52,460
)
 
18,157

 
(59,358
)
 
36,485

Selling, general and administrative expense
53,434

 
60,219

 
109,280

 
124,907

Depreciation and amortization
55,818

 
55,080

 
111,124

 
109,151

Reorganization related income
20

 
47

 
27

 
65

Total operating expenses
154,780

 
235,164

 
393,422

 
487,835

Income/(loss) from operations
59,318

 
(9,567
)
 
34,650

 
(31,681
)
Other income/(expense):
 
 
 
 
 
 
 
Interest expense
(19,974
)
 
(20,023
)
 
(39,793
)
 
(40,031
)
Other
97

 
(224
)
 
272

 
(9
)
Total other expense
(19,877
)
 
(20,247
)
 
(39,521
)
 
(40,040
)
Income/(loss) before income taxes
39,441

 
(29,814
)
 
(4,871
)
 
(71,721
)
Income tax (expense)/benefit
824

 
7,134

 
(77
)
 
16,804

Net income/(loss)
$
40,265

 
$
(22,680
)
 
$
(4,948
)
 
$
(54,917
)
 
 
 
 
 
 
 
 
Income/(loss) per share, basic
$
1.51

 
$
(0.86
)
 
$
(0.19
)
 
$
(2.08
)
 
 
 
 
 
 
 
 
Income/(loss) per share, diluted
$
1.49

 
$
(0.86
)
 
$
(0.19
)
 
$
(2.08
)



10


FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Six Months Ended June 30, 2015 and 2014
(Unaudited)
(in thousands)

 
Six Months Ended June 30,
 
2015
 
2014
Cash flows from operating activities:
 
 
 
Net income/(loss)
$
(4,948
)
 
$
(54,917
)
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
 
 
 
Deferred income taxes
(678
)
 
(17,021
)
Provision for uncollectible revenue
4,065

 
4,046

Depreciation and amortization
111,124

 
109,151

Other post-employment benefits
(70,191
)
 
24,848

Qualified pension
3,816

 
(4,302
)
Stock-based compensation
4,109

 
2,781

Other non-cash items
2,066

 
348

Changes in assets and liabilities arising from operations:
 
 
 
Accounts receivable
1,605

 
3,523

Prepaid and other assets
4,089

 
4,292

Restricted cash
—

 
463

Accounts payable and accrued liabilities
(24,480
)
 
(15,416
)
Accrued interest payable
(1
)
 
(1
)
Other assets and liabilities, net
(939
)
 
(2,054
)
Total adjustments
34,585

 
110,658

Net cash provided by operating activities
29,637

 
55,741

Cash flows from investing activities:
 
 
 
Net capital additions
(54,728
)
 
(62,978
)
Distributions from investments and proceeds from the sale of property and equipment
217

 
332

Net cash used in investing activities
(54,511
)
 
(62,646
)
Cash flows from financing activities:
 
 
 
Repayments of long-term debt
(3,200
)
 
(3,200
)
Proceeds from exercise of stock options
13

 
24

Repayment of capital lease obligations
(378
)
 
(700
)
Net cash used in financing activities
(3,565
)
 
(3,876
)
Net change
(28,439
)
 
(10,781
)
Cash, beginning of period
37,587

 
42,700

Cash, end of period
$
9,148

 
$
31,919



11

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