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<SEC-DOCUMENT>0000912057-01-506364.txt : 20010409
<SEC-HEADER>0000912057-01-506364.hdr.sgml : 20010409
ACCESSION NUMBER: 0000912057-01-506364
CONFORMED SUBMISSION TYPE: 10-K405
PUBLIC DOCUMENT COUNT: 5
CONFORMED PERIOD OF REPORT: 20001231
FILED AS OF DATE: 20010402
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: FAIRPOINT COMMUNICATIONS INC
CENTRAL INDEX KEY: 0001062613
STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
IRS NUMBER: 133725229
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-K405
SEC ACT:
SEC FILE NUMBER: 333-56365
FILM NUMBER: 1590806
BUSINESS ADDRESS:
STREET 1: 521 EAST MOREHEAD ST
STREET 2: STE 250
CITY: CHARLOTTE
STATE: NC
ZIP: 28202
BUSINESS PHONE: 7043448150
FORMER COMPANY:
FORMER CONFORMED NAME: MJD COMMUNICATIONS INC
DATE OF NAME CHANGE: 19980527
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K405
<SEQUENCE>1
<FILENAME>a2042675z10-k405.txt
<DESCRIPTION>10-K405
<TEXT>
<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K
(Mark One)
<TABLE>
<S> <C>
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934.
</TABLE>
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000.
<TABLE>
<S> <C>
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934.
</TABLE>
For the transition period from to
COMMISSION FILE NUMBER 333-56365
FAIRPOINT COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
DELAWARE 13-3725229
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
521 EAST MOREHEAD STREET, SUITE 250 28202
CHARLOTTE, NORTH CAROLINA (Zip Code)
(Address of Principal Executive Offices)
</TABLE>
------------------------
Registrant's Telephone Number, Including Area Code: (704) 344-8150.
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
As of March 15, 2001, the registrant had outstanding 45,834,720 shares of
Class A common stock and 4,269,440 shares of Class C common stock. 2,108,594
shares of Class A common stock were held by non-affiliates and the Company
estimates the market value of such shares, as of March 15, 2001, was
$27.7 million, based upon a purchase price of $13.12 per share. All of the
shares of Class C common stock were held by non-affiliates and the Company
estimates the market value of such shares, as of March 15, 2001, was
approximately $56.0 million, based upon a purchase price of $13.12 per share.
- --------------------------------------------------------------------------------
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<PAGE>
FAIRPOINT COMMUNICATIONS, INC. ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
<TABLE>
<CAPTION>
ITEM PAGE
NUMBER NUMBER
- --------------------- --------
<C> <S> <C>
Index....................................................... 2
PART I
1. Business.................................................... 3
2. Properties.................................................. 11
3. Legal Proceedings........................................... 11
4. Submission of Matters to a Vote of Security Holders......... 11
PART II
5. Market for Registrant's Common Equity and Related
Stockholder Matters......................................... 12
6. Selected Financial Data..................................... 13
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 14
7A. Quantitative and Qualitative Disclosures about Market
Risk........................................................ 22
8. Independent Auditors' Report and Consolidated Financial
Statements.................................................. 23
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 60
PART III
10. Directors and Executive Officers of the Registrant.......... 60
11. Executive Compensation...................................... 62
12. Security Ownership and Beneficial Management................ 66
13. Certain Relationships and Related Transactions.............. 67
PART IV
14.d Exhibits, Financial Statement Schedules, and Reports on Form
8K.......................................................... 69
Independent Auditors' Report and Schedule................... 70
Signatures.................................................. 72
Exhibit Index............................................... 73
</TABLE>
2
<PAGE>
PART I
Except as otherwise required by the context, references in this Annual
Report to the "Company," "FairPoint," "our company," "we," "us," or "our" refer
to the combined business of FairPoint Communications, Inc. and all of its
subsidiaries.
ITEM 1. BUSINESS
OUR BUSINESS
We are a facilities-based provider of voice, data and Internet services. We
were incorporated in 1991 for the purpose of acquiring and operating traditional
telephone companies in rural markets. Since our first traditional telephone
company acquisition in 1993, we have acquired 28 such companies, which currently
operate in 17 states. In early 1998, we launched our competitive communications
business by competing for business customers in Tier IV and select Tier III
markets, which typically have populations of less than 100,000. These markets
are generally within a 200-mile radius of the areas served by our traditional
telephone companies. We refer to this approach as our "edge-out" strategy, which
allows us to leverage our existing network infrastructure, operating systems and
management expertise to expand our competitive communications business in a
capital-efficient manner. Furthermore, the stable cash flows of our traditional
telephone business provide the financial capacity to help fund our continued
acquisition activity or competitive communications business growth.
We believe that we have enjoyed strong success to date in terms of access
lines added and market expansion. As of December 31, 2000, we provided service
to over 357,000 access lines. This total includes approximately 237,000 access
lines served by our traditional telephone companies. Approximately 80% of our
traditional telephone company access lines serve residential customers.
We believe that our traditional telephone business is attractive because
there is limited competition and a favorable regulatory environment. In
particular, pursuant to existing state and federal regulations, we are able to
charge rates which enable us to recover our operating and capital costs, plus a
reasonable (as determined by the relevant regulatory authority) rate of return
on our investment capital. Traditional telephone companies are characterized by
stable operating results and strong cash flow margins.
We believe that there is an opportunity to provide our integrated suite of
communications services to small- and medium-sized businesses in select markets
near our traditional telephone companies. We expect these markets will display
strong growth driven by the increasing demand for data and Internet services by
businesses. We intend to capitalize on this opportunity and have deployed, or
are in the process of deploying, a number of data applications, high-speed
Internet access services and web-enabled business applications that are designed
for our target customers.
BUSINESS STRATEGY
Our objective is to be the leading provider of voice, data and Internet
services in our target markets. The key elements of our strategy are as follows:
- Accelerate growth through strategic acquisitions. We have accumulated
substantial experience in acquiring and integrating 28 traditional
telephone companies over the past 8 years. We intend to utilize this
experience to accelerate our growth, expand our national presence,
complement our service capabilities and increase our customer base by
continuing to acquire strategically located traditional telephone
companies.
- Improve operating efficiency and profitability. We have successfully
achieved significant operating efficiencies at our acquired traditional
telephone companies by applying our operating, regulatory, marketing,
technical and management expertise and our financial resources, and
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consolidating various functions to improve their operations and
profitability. Additionally, we have increased revenues by introducing
innovative marketing strategies for enhanced and ancillary services.
- Increase customer loyalty and brand identity through superior customer
service. We seek to attract and build long-term relationships with our
customers by providing a highly experienced, locally-based account
management team that provides consultative sales and ongoing personalized
customer care. We believe that our service-driven customer relationship
strategy builds strong, positive brand name recognition and leads to high
levels of customer satisfaction and loyalty.
- Generate stable cash flow to enhance growth. Our traditional telephone
business, which served approximately 237,000 access lines as of
December 31, 2000, generated approximately $111.4 million of Adjusted
EBITDA for 2000. We intend to use this continuing cash flow and our other
financing sources to fund future acquisitions of traditional telephone
companies and grow our competitive communications business.
- Enter regional competitive communications markets. The geographic
diversity of our traditional telephone companies allows us to pursue a
competitive communications business edge-out strategy, which permits us to
enter markets on a regional and potentially national basis. Our ability to
place newly acquired competitive communications customers on our
facilities-based network, coupled with our existing traditional telephone
companies' switching network, back-office capability and sales and
technical personnel, affords us a competitive advantage by enabling us to
limit capital spending and enhance profitability.
- Deploy a capital-efficient network. By both leveraging our existing
traditional telephone companies' switching network and transport
infrastructure and leasing the last mile to the customer from the
incumbent carrier, we are able to cost-effectively offer competitive
communications services without making significant capital investments in
host switching and network equipment. The use of existing switches from
our traditional telephone companies in our competitive markets allows us
to avoid up-front costs for legacy circuit-based switching and maintain
flexibility to deploy next generation packet-based technologies when they
become commercially available.
- Target small- to medium-sized business customers in Tier IV and select
Tier III markets. We believe there is significant opportunity in our
target markets to provide an integrated suite of voice, data and Internet
services to small- and medium-sized businesses. We believe customers in
these markets are underserved by incumbent telephone companies and that
many of them would prefer to purchase communications services as an
integrated package from a single provider. Additionally, the type of
high-speed connectivity and data applications we offer are becoming
increasingly important for our target customers due to the dramatic growth
in Internet and web-enabled business applications and the need to overcome
any geographic disadvantage such customers may face.
- Offer web-enabled business applications. We are developing a suite of
web-enabled products for business customers in both our competitive and
traditional markets, which will allow our customers to subscribe to web
design, web hosting, e-mail and e-commerce applications via a web browser.
These value-added services will complement our existing product suite,
lead to increased market share and customer loyalty and drive greater
bandwidth utilization on our network, thereby enhancing our profitability.
- Leverage our management's experience. Our senior management team has a
substantial amount of experience in the communications industry. Our
senior executives have, on average, 23 years of experience working in a
variety of traditional and competitive phone companies. This
4
<PAGE>
experience has been a major factor in our success to date and will
continue to play a critical role in the evolution and execution of our
growth strategy.
RECENT DEVELOPMENTS
CONSOLIDATION OF OPERATIONS AT THE COMPETITIVE COMMUNICATIONS BUSINESS
Our competitive communications subsidiary, FairPoint Communications
Solutions Corp. ("FairPoint Solutions") announced its decision to consolidate
its operations and scale back its expansion plans in December 2000 and in a
second phase in January 2001. This consolidation was a proactive response to the
deterioration in the capital markets and the general slowing in the economy that
became evident during the fourth quarter 2000. We believe this consolidation
will accomplish the near and long-term objectives of directing FairPoint
Solutions' efforts from rapid new market growth to a more measured, high quality
revenue growth in its existing markets. Through this consolidation, FairPoint
Solutions will preserve capital, maintain a fully-funded business plan and reach
individual market profitability more quickly than under the previous rapid
growth business model. This strategy will conserve capital and increase market
share by acquiring new customers and cross-selling to its existing customers
enhanced voice services, data and web-enabled products providing higher quality
revenues and improved market profitability.
In connection with our consolidation, we closed 26 sales offices and
consolidated our three operations centers into our Albany, New York operations
center. This consolidation resulted in a restructuring charge of approximately
$16.5 million in the fourth quarter 2000 and we anticipate recording an
additional charge of approximately $27.0 to $35.0 million in the first quarter
2001.
FairPoint Solutions' revised business plan focuses on a subset of its
existing markets, namely those established facilities-based markets that edge
out from our traditional telephone companies. We believe these markets exhibit
the potential for greater revenue and profitability growth, and more efficient
deployment of capital. This strategy will enable FairPoint Solutions to:
(1) generate higher quality revenue by increasing market and product penetration
in facilities-based markets; (2) spend less capital; (3) lower business
execution risk; and (4) consolidate operations into one operations center to
produce a more efficient operating structure. We believe a more measured growth
plan is a prudent decision in light of the current status of the capital markets
and general market conditions.
The key elements for executing this strategy include:
(1) Focusing on markets which edge-out from the Company's traditional telephone
companies in the Northeast and Northwest and taking advantage of their
switching and network infrastructure, thereby increasing the efficiency of
invested capital by FairPoint Solutions;
(2) Concentrating FairPoint Solutions' marketing and sales efforts in the 53
most attractive facilities-based markets of our existing 217 markets where
there is greater potential for the cross-selling of higher margin voice,
data and web products, thereby allowing for higher quality revenues and
higher margins;
(3) Converting to on-switch status all customers in those 24 markets in which
co-locations exist in order to achieve the highest possible margins and best
returns on invested capital in those markets. Future marketing and sales
activity will be provided by telemarketing resources in these smaller
markets;
(4) Maintaining high levels of customer service (but no local sales presence) in
those 112 markets which do not have a FairPoint Solutions' network currently
in place, but that offer attractive long-term economic characteristics.
These will be the first markets re-entered after the capital markets reopen;
5
<PAGE>
(5) Continuing to serve and bill existing customers in the remaining 28 markets,
where regulatory or competitive considerations limit economic opportunities,
with minimal customer service support;
(6) Provisioning new customers directly to on-switch status, which will have the
effect of significantly reducing customer acquisition costs, minimizing
risks of disrupting customer service, and improving provisioning efficiency;
and
(7) Maintaining a strong focus on higher quality service and generating sales of
higher margin services to customers in existing markets. FairPoint Solutions
does not plan to enter new markets in the foreseeable future.
We believe that by effectively executing our revised competitive
communications business strategy in our established markets, FairPoint Solutions
will be well positioned to return to a growth strategy if and when the capital
markets become accessable to FairPoint Solutions.
DEBT FINANCING ACTIVITY
We completed an amendment to our Credit Facility on March 30, 2001. Under
this amendment, the revolving and acquisition facilities' amortization was
amended such that these facilities will be due in their entirety on
September 30, 2004. In addition, such amendment provides us with the ability,
until December 31, 2001, to increase the term facilities by up to an aggregate
of $150.0 million. We also amended certain of the financial covenants.
On November 9, 2000, FairPoint Solutions amended and restated its senior
secured credit facility to increase the commitments of the lenders thereunder to
$250.0 million. On March 21, 2001, FairPoint Solutions completed an amendment to
such Amended and Restated Credit Agreement which reduced the commitment of the
lenders to $200.0 million. The First Amendment to the Amended and Restated
Credit Agreement, which expires in November 2007, provides for a revolving
tranche and a term tranche. FairPoint Solutions has the ability to borrow up to
$75.0 million under the revolving tranche and has the opportunity, subject to
certain conditions, to increase such availability by an additional
$50.0 million. FairPoint Solutions has the ability to borrow up to
$125.0 million under the term tranche of such facility.
In May 2000, we issued $200.0 million aggregate principal amount of 12 1/2%
senior subordinated notes. Interest on these notes is payable semi-annually in
cash on May 1 and November 1 of each year, beginning on November 1, 2000. These
notes will mature on May 1, 2010.
MANAGEMENT
Effective April 1, 2001, John P. Duda will be our President and Chief
Operating Officer and Peter G. Nixon will be President of our Telecom Group.
Mr. Duda will be responsible for all operations of both our Telecom Group and
FairPoint Solutions.
OUR SERVICES
We have designed our service offerings to meet the specific needs of our
customers. Our integrated services allow customers to combine voice, data and
Internet communications onto one network, thereby reducing our overall costs. We
offer a comprehensive selection of voice, data and Internet communications
services, including:
VOICE SERVICES
Local Telephone Services. We provide customers with basic dialtone for local
service and originate and terminate interexchange carrier calls placed to and
from our customers.
6
<PAGE>
Enhanced Local Services. Our enhanced local services include:
<TABLE>
<S> <C>
- -caller name and number -store-and-forward fax
identification
- -call waiting -follow-me numbers
- -call transferring and call -conference calling
forwarding
- -voice mail -automatic callback
- -call hunting -call hold
- -teleconferencing -DID (direct inward dial)
- -video conferencing -Centrex services
</TABLE>
Long Distance Services. We offer intra-state and inter-state long distance
services. International long distance service is available to over 200
countries. These services are available via dedicated and switched access.
Long Distance, Wholesale and Consulting Services. We provide independent,
traditional telephone companies end-to-end service and support that allows these
customers to operate their own long distance communications services. We also
offer our expertise by providing sales, marketing and training materials to
these companies.
DATA AND INTERNET SERVICES
- High Speed Internet Access. We offer Internet access via DSL technology,
dedicated T-1 connections and Internet dial-up. Customers can utilize this
access in combination with customer-owned equipment and software to
establish a presence on the web.
- Enhanced Internet Services. Our enhanced Internet services include
obtaining Internet Protocol addresses, basic web site design and hosting,
domain name services, content feeds and web-based e-mail services. Our
services include access to 24-hour, 7-day a week customer support.
- Private Line Service. Our private line service provides digital
connectivity between customer locations for data or voice traffic.
Dedicated private lines enable customers to transmit all voice, video and
data information at a set speed and with maximum security. We offer local
and long distance private line services, as well as frame relay services.
- Web-Enabled Business Applications. We are developing a suite of
web-enabled products for our business customers, which will allow our
customers to obtain web design, web hosting, e-mail and e-commerce
services.
OUR MARKETS
Our 28 traditional telephone companies operate as the incumbent carrier in
17 states. Our traditional telephone companies serve an average of 12 access
lines per square mile versus the regional Bell operating company average of 128
access lines per square mile. Approximately 80% of these access lines serve
residential customers.
As of December 31, 2000, our competitive communications business served
customers in 217 markets, generally consisting of one central office service
area, in 17 states. With the implementation of our revised competitive
communications business plan, we will continue to serve these 217 markets, but
our sales and marketing will be directed to the 53 facilities-based markets
located in the Northeastern and Northwestern regions of the country. We
currently are provisioning services from Verizon in our Northeastern markets and
Qwest in our Northwestern markets.
We believe that our target competitive communications markets represent
approximately 2.1 million business access lines, served by approximately 281
central offices. We have developed an extensive market and customer database to
identify markets in which we offer our services. Our
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proprietary database incorporates information that includes mapping statistics,
business descriptions, central office service areas, and network availability.
Our markets generally meet the following criteria:
- at least 4,000 business access lines located in Tier IV and select Tier
III markets;
- served by regional Bell operating company or large independent telephone
company;
- likelihood of limited competition;
- economical transport availability; and
- positive trends for economic and population growth.
Our extensive database and development process are designed to enable us to
determine the appropriate staffing levels needed to ensure that we adequately
serve our customers. Our database provides our sales force and marketing team
with extensive information on potential customers. Our market analysis and
development process allows us to effectively target those customers whose
business profiles meet our sales and marketing objectives.
SALES AND MARKETING
Our marketing approach emphasizes locally managed, customer-oriented sales,
marketing and service. We believe most communications companies devote their
resources and attention primarily toward customers in more densely populated
markets. We seek to differentiate ourselves from our competitors by focusing our
sales efforts on providing each customer with a superior level of service.
Each of our traditional telephone companies has a long history in the
communities it serves. Our strategy is to maintain and enhance the strong brand
identity and reputation that we enjoy in our markets, as we believe this is a
significant competitive advantage. As we market new services, or reach out from
our franchised territories to serve other markets as a competitive
communications business, we will seek to continue to utilize our brand identity
in order to attain higher recognition with potential customers.
We market our competitive communications services through our direct sales
force. As of March 15, 2001, our direct sales force in our competitive markets
consisted of 66 people in 15 sales offices serving our 53 facilities-based
markets. Many of our sales representatives work out of virtual offices in their
local communities, positioning them close to their customers and eliminating the
need for physical sales offices in each market. Additionally, our local sales
presence facilitates a direct connection to the community, which enhances
customer satisfaction and loyalty.
INFORMATION TECHNOLOGY AND SUPPORT SYSTEMS
Our approach to systems focuses on implementing mature, best-of-class
applications that we integrate through an advanced messaging protocol that
allows consistent communication and coordination throughout our entire
organization. Web-based user interfaces are designed to be used by our personnel
and our customers for such activities as account activation, billing
presentment, repair reports and sales channel management. We leverage our
internal expertise with that of outside vendors to assist with project/program
management and implementation/integration services. We have selected
8
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leading application and hardware vendors for key functional requirements to
improve upon our existing systems, including:
<TABLE>
<CAPTION>
VENDOR FUNCTIONALITY
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<S> <C>
Metasolv Order entry and management, network inventory and design,
service provisioning, trouble management and customer care
Daleen Billing, rating, treatment and collections
DSET Interface with traditional telephone company
Lawson Human resources and financial accounting
Hyperion Forecasting and enterprise reporting
</TABLE>
We are integrating these applications to provide strategic and operating
advantages such as direct customer access to account information and integrated
provisioning for all products and services. In addition, certain of our
application providers are working with us to jointly develop specialized
applications to support such processes as flow-through provisioning, supply
chain management and web-based processes. We expect these activities to give us
significant strategic advantages.
NETWORK ARCHITECTURE AND TECHNOLOGY
Our traditional telephone company network consists of central office hosts
and remote sites with advanced digital switches, primarily manufactured by
Nortel and Siemens, operating with the most current software. The outside plant
consists of transport and distribution delivery networks connecting our host
central office with remote central offices and ultimately with our customers. As
of March 15, 2001, we maintained over 26,456 miles of copper plant and 2,013
miles of fiber optic plant. We own fiber optic cable, which has been deployed
throughout our current network and is the primary transport technology between
our host and remote central offices and interconnection points with other
incumbent carriers.
Our fiber optic transport systems are primarily synchronous optical networks
and utilize asynchronous optical systems for limited local or specialized
applications. Our fiber optic transport systems of choice is capable of
supporting increasing customer demand for high bandwidth transport services and
applications due to its 240 gigabyte design and switching capacity. In the
future, this platform will enable direct Asynchronous Transfer Mode, Frame Relay
and/or Internet Protocol insertion into the synchronous optical network or
physical optical layer.
In both our traditional telephone company markets and competitive markets,
DSL-enabled integrated access technology is being deployed to minimize the last
mile provisioning cost and to provide significant broadband capacity to our
customers. We install DSL equipment, or a DSLAM, in every co-location in our
competitive markets. Currently, DSL service is utilized as a network element to
reduce our service costs. In the future, we may offer this service as a
competitive retail offering in the markets where it is most appropriate. We
offer DSL retail service to customers in our traditional telephone company
markets. As of December 31, 2000, we had 105 DSLAMs installed throughout our
network.
Our competitive communications business network architecture is
capital-efficient and highly scalable due to our smart-build strategy and our
existing nationwide traditional telephone company infrastructure. Our
smart-build strategy migrates both our new and existing customers to
facilities-based services by co-locating our equipment in the incumbent
telephone companies' central offices and transporting our traffic back to our
traditional telephone company host switch. This approach allows for an efficient
deployment of capital by utilizing our existing traditional telephone
infrastructure to reduce capital expenditures associated with switches, network
and transport investment.
9
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Our competitive communications edge-out business plan provides us the unique
ability to deploy packet capable infrastructures while avoiding up-front costs
for legacy circuit-based switching in competitive markets. At the same time, we
are assembling select long-haul network facilities at low cost through unbundled
network element leases, dark fiber purchases and strategic partnerships. This
lowers the cost of long distance transport, enables us to continue the growth of
our long distance wholesale operations.
Rapid and significant changes in technology are expected in the
communications industry. Our future success will depend, in part, on our ability
to anticipate and adapt to technological changes. We believe that our network
architecture, which takes advantage of our existing traditional telephone
infrastructure and smart-build strategy, enables us to efficiently respond to
these technological changes.
COMPETITION
Our traditional telephone companies typically experience little competition
as the incumbent carrier because generally the demographic characteristics of
these markets will not support more than one communications provider.
Our competitive communications business operates in a more highly
competitive communications services marketplace than our traditional telephone
companies. Competition for our services is based on service, price, quality,
reputation, geographic scope, name recognition, network reliability, service
features, billing services and perceived quality and responsiveness to
customers' needs.
In each of our selected regional competitive communications markets, we
compete principally with Verizon in the Northeast region and Qwest in the
Northwest region. In addition, in some of our selected competitive
communications markets we compete with other competitive communications
companies.
Changes resulting from the Telecommunications Act of 1996 radically altered
the market opportunity for new telecommunications service providers. Since the
Telecommunications Act requires local exchange carriers to unbundle their
networks, new telecommunications service providers are able to enter the market
by installing switches and leasing line capacity. Newer competitive service
providers, like us and some of our competitors in some of our competitive
communications markets, can be more opportunistic in designing and implementing
networks because they will not have to replicate existing facilities until
traffic volume justifies building them.
In addition to the existing and potentially new communications service
providers and interexchange carriers, we may face competition from other market
entrants such as electric utilities, cable television companies and wireless
companies. Electric utilities have existing assets and low cost access to
capital which could allow them to enter a market rapidly and accelerate network
development. Cable television companies are entering the telecommunications
market by upgrading their networks with fiber optics and installing facilities
to provide fully interactive transmission of broadband voice, video and data
communications. Furthermore, wireless companies intend to develop wireless
technology for deployment in the United States as a broadband substitute for
traditional wireline local telephones.
Some Internet companies are also developing applications to deliver switched
voice communications over the Internet. Moreover, long distance companies are
aggressively entering the Internet access markets. Long distance carriers have
substantial transmission capabilities, traditionally carry data to large numbers
of customers and have an established billing system infrastructure that permits
them to add new services. Satellite companies also are offering broadband access
to the Internet from desktop PCs.
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EMPLOYEES
As of March 15, 2001, we employed a total of 1,415 full-time employees,
including 144 employees of our traditional telephone companies represented by
five unions. We believe the state of our relationship with our union and
non-union employees is satisfactory.
ITEM 2. PROPERTIES
We either lease or own our administrative offices and generally own our
maintenance facilities, rolling stock, co-location equipment, central office and
remote switching platforms and transport and distribution network facilities.
Administrative and maintenance facilities are generally located in or near
community centers. Our regional operations center, located in Albany, New York,
provides customer provisioning, customer service, repair and information
technology and support systems for customers of FairPoint Solutions. Co-location
equipment is located in leased space in the incumbent carrier's central office.
Central offices are often within the administrative building and outlying
customer service centers. Auxiliary battery or other non-utility power sources
are at each central office to provide uninterrupted service in the event of an
electrical power failure. Transport and distribution network facilities include
fiber optic backbone and copper wire distribution facilities, which connect
customers to remote switch locations or to the central office and to points of
presence or interconnection with the incumbent long distance carrier. These
facilities are located on land pursuant to permits, easements or other
agreements. Rolling stock includes service vehicles, construction equipment and
other required maintenance equipment.
ITEM 3. LEGAL PROCEEDINGS
We currently and from time to time are involved in litigation and regulatory
proceedings incidental to the conduct of our business, but we are not a party to
any lawsuit or proceeding which, in our opinion, is likely to have a material
adverse effect on us.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of our security holders during the
fourth quarter of the fiscal year.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is no established public market for the common equity of the Company.
Substantially all of the Company's outstanding common equity securities are
owned by Kelso & Company ("Kelso"), Thomas H. Lee Equity Fund IV, L.P. ("THL"),
certain institutional investors and the Company's executive officers and
directors.
As of March 15, 2001, there were approximately 65 holders of Class A common
stock and 28 holders of Class C common stock.
There were 9,645,598 options to purchase shares of Class A common stock
outstanding as of March 15, 2001, of which 2,047,484 were fully vested.
There are no shares of common stock that could be sold pursuant to Rule 144
under the Securities Act or, other than pursuant to the Registration Rights
Agreement (as defined herein), that we have agreed to register under the
Securities Act for sale by the security holders.
Our ability to pay dividends is governed by restrictive covenants contained
in the indentures governing our publicly held debt as well as restrictive
covenants in our bank lending arrangement. We have never paid cash dividends on
our equity securities and currently have no intention of paying cash dividends
on our equity securities for the foreseeable future.
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ITEM 6. SELECTED FINANCIAL DATA
The selected data presented below under the captions "Statement of
Operations Data," "Balance Sheet Data" and "Summary Cash Flow Data" for, and as
of the end of, each of the years in the five-year period ended December 31,
2000, are derived from the consolidated financial statements of FairPoint and
its subsidiaries. The consolidated financial statements as of December 31, 1999
and 2000, and of each of the years in the three-year period ended December 31,
2000 are included elsewhere in this report. The "Balance Sheet Data" as of
December 31, 1996 is derived from unaudited consolidated financial statements
not included herein.
<TABLE>
<CAPTION>
1996 1997 1998 1999 2000
--------- --------- --------- --------- ---------
(IN THOUSANDS, EXCEPT RATIO OF EARNINGS TO FIXED CHARGES
AND OPERATING DATA)
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Revenues............................................. $30,364 $47,639 $ 92,561 $148,162 $246,264
------- ------- -------- -------- --------
Operating expenses:
Network operating costs............................ 5,936 14,465 27,264 49,306 134,209
Selling, general and administrative................ 7,585 11,958 28,646 52,138 94,908
Depreciation and amortization...................... 6,644 8,777 20,089 31,632 52,544
Restructure charge................................. -- -- -- -- 16,485
Stock-based compensation........................... -- -- -- 3,386 16,451
------- ------- -------- -------- --------
Total operating expenses............................. 20,165 35,200 75,999 136,462 314,597
------- ------- -------- -------- --------
Income (loss) from operations........................ 10,199 12,439 16,562 11,700 (68,333)
------- ------- -------- -------- --------
Interest expense(1).................................. (9,605) (9,293) (27,170) (51,185) (66,038)
Other income, net.................................... 829 1,515 3,097 4,930 13,222
------- ------- -------- -------- --------
Earnings (loss) before income taxes and extraordinary
item............................................... 1,423 4,661 (7,511) (34,555) (121,149)
Income tax (expense) benefit......................... (1,462) (1,876) 2,112 5,615 32,035
Minority interest in income of subsidiaries.......... (33) (62) (80) (100) (3)
------- ------- -------- -------- --------
Earnings (loss) before extraordinary item............ (72) 2,723 (5,479) (29,040) (89,117)
Extraordinary item................................... -- (3,611) (2,521) -- --
------- ------- -------- -------- --------
Net loss............................................. $ (72) $ (888) $ (8,000) $(29,040) $(89,117)
======= ======= ======== ======== ========
Balance Sheet Data (at period end):
Cash and cash equivalents.......................... $ 4,253 $ 6,822 $ 13,241 $ 9,923 $ 1,023
Working capital (deficit).......................... 596 108 10,778 15,660 (47,592)
Property, plant and equipment, net................. 41,615 61,207 142,321 178,296 348,916
Total assets....................................... 97,020 144,613 442,112 518,035 941,423
Long-term debt, net of current portion............. 70,609 126,503 364,610 458,529 751,630
Redeemable preferred stock......................... 10,689 130 -- -- --
Total stockholders' equity (deficit)............... (2,142) (10,939) 9,886 (11,581) 64,378
Other Financial Data:
Adjusted EBITDA(2)................................. $17,639 $22,669 $ 39,668 $ 51,548 $ 13,881
Capital expenditures............................... 8,439 8,262 12,433 43,509 107,772
Ratio of earnings to fixed charges(3).............. 1.2x 1.5x -- -- --
Summary Cash Flow Data:
Net cash provided by (used in) operating
activities....................................... $ 9,772 $ 9,839 $ 14,867 $ 7,704 $(14,832)
Net cash provided by (used in) investing
activities....................................... (19,790) (38,967) (225,522) (76,610) (343,365)
Net cash provided by financing activities.......... 10,599 31,697 217,074 65,588 349,297
Operating Data (at period end):
Access lines in service............................ 34,017 48,731 136,374 190,722 357,157
</TABLE>
- --------------------------
(1) In 1999, interest expense includes $13.3 million related to the retirement
of warrants of one of our subsidiaries. See Note 9 to our consolidated
financial statements.
(2) Adjusted EBITDA represents net earnings (loss) plus interest expense, income
taxes, depreciation and amortization, extraordinary items, and non- cash
stock-based compensation charges. Adjusted EBITDA is
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presented because management believes it provides useful information
regarding our ability to incur and/or service debt. Management expects that
investors may use this data to analyze and compare other communications
companies with us in terms of operating performance, leverage and liquidity.
Adjusted EBITDA is not a measure of financial performance under generally
accepted accounting principles and should not be construed as a substitute
for consolidated net earnings (loss) as a measure of performance, or for
cash flow as a measure of liquidity. Adjusted EBITDA as calculated by us is
not necessarily comparable to similarly captioned amounts of other
companies. The definition in the indenture governing our outstanding
publicly-held debt is designed to determine EBITDA for the purposes of
contractually limiting the amount of debt which we may incur. Adjusted
EBITDA presented in the selected financial data above differs from the
definition of EBITDA in such indentures.
(3) For purposes of determining the ratio of earnings to fixed charges, earnings
are defined as earnings before income taxes, minority interest, income or
loss from equity investments and extraordinary items, plus distributed
income of equity investments, amortization of capitalized interest, and
fixed charges. Fixed charges include interest expense on all indebtedness,
capitalized interest and rental expense on operating leases representing
that portion of rental expense deemed to be attributable to interest. We had
a deficiency of $8.3 million, $34.5 million and $122.8 million to cover
fixed charges in 1998, 1999 and 2000, respectively.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
We are facilities-based provider of voice, data and Internet services. We
were incorporated in 1991 for the purpose of acquiring and operating traditional
telephone companies in rural markets. Since our first traditional telephone
company acquisition in 1993, we have acquired 28 such companies, which currently
operate in 17 states. In early 1998, we launched our competitive communications
business by competing for small- and medium-sized business customers in Tier IV
and select Tier III markets, which typically have populations of less than
100,000. These markets are generally within a 200-mile radius of the areas
served by our traditional telephone companies. We refer to this as our
"edge-out" strategy, which allows us to leverage our existing network
infrastructure, operating systems and management expertise to accelerate the
roll-out of our competitive communications business in a capital-efficient
manner. Furthermore, the stable cash flows of our traditional telephone business
provide financial capacity to help fund our continued growth.
Historically, our operating results have been primarily related to our
traditional telephone business. In the future, we anticipate that our
competitive communications business will have an increasing impact on our
operating results. We expect that our revenue growth will increase with the
growth of our competitive communications markets and expansion in communication
and web-enabled services. We expect to experience operating losses for the next
few years as a result of our competitive communications business growth.
REVENUES
We derive our revenues from:
- Local calling services. We receive revenues from providing local exchange
telephone services, including monthly recurring charges for basic service,
usage charges for local calls and service charges for special calling
features.
- Network access charges. These revenues consist primarily of charges paid
by long distance companies and other customers for access to our networks
in connection with the completion of long distance telephone calls both to
and from our customers.
- Long distance services. We receive revenues from charges to our retail and
wholesale long distance customers.
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<PAGE>
- Data and Internet services. We receive revenues from monthly recurring
charges for services, including digital subscriber line, Voice over
Internet Protocol/Voice Telephony over Asynchronous Transfer Mode, special
access, private lines, Internet and other services.
- Other services. We receive revenues from other services, including billing
and collection, directory services and sale and maintenance of customer
premise equipment.
The following summarizes our percentage of revenues from these sources:
<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
------------------------------
REVENUE SOURCE 1998 1999 2000
- -------------- -------- -------- --------
<S> <C> <C> <C>
Local calling services..................................... 24% 28% 35%
Network access charges..................................... 52% 49% 41%
Long distance services..................................... 8% 8% 11%
Data and Internet services................................. 3% 4% 5%
Other services............................................. 13% 11% 8%
</TABLE>
OPERATING EXPENSES
Our operating expenses are categorized as network operating costs, selling,
general and administrative expenses, depreciation and amortization, restructure
charge and stock-based compensation.
- Network operating costs include costs incurred in connection with the
operation of our central offices and outside plant facilities and related
operations. In addition to the operational costs of owning and operating
our own facilities, we also lease and purchase local and long distance
services from the regional Bell operating companies, large independent
telephone companies and third party long distance providers.
- Selling, general and administrative expenses consist of expenses relating
to sales and marketing, customer service and administration and corporate
and personnel administration.
- Depreciation and amortization includes depreciation of our communications
network and equipment and amortization of goodwill related to our
acquisitions.
- Restructure charge includes non-recurring cash and non-cash charges
associated with the consolidation activities at FairPoint Solutions.
- Stock-based compensation consists of non-cash compensation charges
incurred in connection with shareholder appreciation rights agreements
granted to two executive officers and stock options to employees.
ACQUISITIONS
As we continue to expand into competitive markets, we expect to focus our
acquisition efforts on traditional telephone companies that enable us to enhance
the implementation of our strategy as a competitive communications provider. Our
past acquisitions have had a major impact on our operations. Accordingly we do
not believe that comparing historical results on a period by period basis is
meaningful due to the significant number of acquisitions we have made each year.
- During 2000, we acquired four traditional telephone companies for an
aggregate purchase price of $363.1 million, which included $86.9 million
of acquired debt. At the respective dates of acquisition, these companies
served an aggregate of approximately 79,500 access lines.
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<PAGE>
- During 1999, we acquired seven traditional telephone companies for an
aggregate purchase price of $82.7 million, which included $7.4 million of
acquired debt. At the respective dates of acquisition, these companies
served an aggregate of approximately 14,700 access lines.
- During 1998, we acquired four traditional telephone companies for an
aggregate purchase price of $255.2 million, which included $31.1 million
of acquired debt. At the respective dates of acquisition, these companies
served an aggregate of approximately 78,700 access lines.
STOCK-BASED COMPENSATION
In January 2000, we recognized a non-cash compensation charge of
$12.3 million. The charge consisted of compensation expense of $3.8 million
recognized in connection with the modification of employee stock options and the
settlement of employee stock options for cash by one of our principal
shareholders. The compensation expense also included the settlement of a cash
payment obligation between certain of our employee-shareholders and our
principal shareholders under their pre-existing shareholder's agreement for
$8.5 million.
In addition, we recognized non-cash compensation related to the excess of
estimated market value over the aggregate exercise price of options that were
granted to some of our officers and employees in April 2000 in exchange for the
cancellation of options to purchase common stock of FairPoint Solutions. This
excess of $15.9 million of intrinsic value of the options will be amortized over
the vesting period of five years. In conjunction with these options, we intend
to provide a cash bonus that will also be recognized over the five-year vesting
period. The payment of the cash bonus will be deferred until the underlying
options are exercised, with proceeds from exercise being equal to the bonus.
Accordingly, there will not be any material cash impact to us from these
transactions. For the year ended December 31, 2000, compensation expense of
$3.1 million and $1.0 million was recognized for these options and bonuses,
respectively. During 2000, 320,250 unvested options subject to the option and
bonus compensation charge were forfeited. As of December 31, 2000, unearned
compensation on the converted FairPoint Solutions options was $9.7 million and
based on the number of options outstanding as of December 31, 2000, the cash
bonus FairPoint Solutions intends to pay, assuming all options are exercised, is
$4.3 million.
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<PAGE>
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2000 COMPARED WITH YEAR ENDED DECEMBER 31, 1999
REVENUES. Revenues increased $98.1 million to $246.3 million in 2000
compared to $148.2 million in 1999. Of this increase, $45.4 million was
attributable to the internal growth of our competitive and traditional
communications businesses, $41.6 million was attributable to revenues from
companies we acquired in 2000 and $11.1 million was attributable to revenues
from companies we acquired in 1999. Local calling services accounted for
$45.8 million of this increase, including an increase of $28.1 million from new
business lines in our competitive markets and an increase in the number of
access lines in our traditional telephone companies, as well as an increase of
$14.6 million from the companies we acquired in 2000 and $3.1 million from
companies we acquired in 1999. Network access charges increased $28.0 million,
including an increase of $16.3 million from companies we acquired in 2000,
$4.7 million from companies we acquired in 1999, $3.5 million was from new
business lines in our competitive markets and $3.5 million from universal
service revenue increases and interstate cost study true-ups within our
traditional telephone companies. Long distance services revenues increased
$14.2 million, including an increase of $10.5 million from new long distance
retail and wholesale customers and an increase of $3.7 million from companies
acquired in 2000 and 1999. Data and Internet services revenues increased
$7.2 million, including an increase of $4.8 million from acquisitions and an
increase of $2.4 million as a result of increased service offerings to our
customers. Other revenues increased $2.9 million primarily due to other revenue
contributed by the companies we acquired in 2000 and 1999.
OPERATING EXPENSES.
NETWORK OPERATING COSTS. Network operating costs increased $84.9 million to
$134.2 million in 2000 from $49.3 million in 1999. Of this increase,
$70.6 million was attributable to operating expenses associated with the
expansion into competitive markets and increased growth in our local calling,
network access and long distance service offerings. The companies we acquired in
2000 accounted for $11.3 million and the companies we acquired in 1999 account
for $3.0 million of the remaining portion of the increase.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $42.8 million to $94.9 million in 2000
compared to $52.1 million in 1999. Contributing to this increase were costs of
$34.2 million primarily related to our expansion of selling, customer support
and administration activities to support our growth in competitive markets. The
companies we acquired in 2000 contributed $7.1 million to the increase and the
companies we acquired in 1999 contributed $1.5 million to the increase.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased
$20.9 million to $52.5 million in 2000 from $31.6 million in 1999. This increase
consisted of $4.7 million attributable to the increased investment in our
communications network to support the growth of our competitive communications
business and $14.7 million related to the companies we acquired in 2000 and
1999.
RESTRUCTURE CHARGE. In association with the consolidation of FairPoint
Solutions, we recognized a restructure charge of $16.5 million in the fourth
quarter 2000 and we anticipate recording an additional restructure charge of
approximately $27.0 to $35.0 million in the first quarter 2001.
STOCK-BASED COMPENSATION. As discussed above, in January 2000 we recognized
non-cash compensation charges of $12.3 million for the year ended December 31,
2000. An additional $4.1 million was recognized in association with the exchange
of FairPoint Solutions employee stock options. For the year ended December 31,
1999, stock-based compensation of $3.4 million was related to the increase in
the estimated value of fully vested stock appreciation right agreements between
certain members of our management and our principal stockholders.
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<PAGE>
INCOME (LOSS) FROM OPERATIONS. Income from operations decreased
$80.0 million to a loss of $68.3 million in 2000 from income of $11.7 million in
1999. This decline was primarily attributable to the $16.4 million stock-based
compensation charge, the $16.5 million restructure charge and the expenses
associated with our expansion into competitive markets. Except for the effect of
the $12.3 million stock-based compensation charge discussed above and an
additional restructure charge of $27.0 to $35.0 million planned to be recognized
during the first quarter of 2001, we expect this trend to continue for the next
few years as we build out our competitive communications business.
OTHER INCOME (EXPENSE). Total other expense increased $6.5 million to
$52.8 million in 2000 from $46.3 million in 1999. The expense consists primarily
of interest expense on long-term debt, offset by a $6.6 million net gain on sale
of stock and cellular investments for the year ended December 31, 2000.
INCOME TAX BENEFIT. Income tax benefit increased $26.4 million to
$32.0 million for the year ended December 31, 2000. The income tax benefit as a
percentage of loss before taxes was 26% for the year ended December 31, 2000,
compared to 16% for the year ended December 31, 1999.
NET LOSS. Our net loss was $89.1 million for 2000, compared to a loss of
$29.0 million for 1999, as a result of the factors discussed above.
YEAR ENDED DECEMBER 31, 1999 COMPARED WITH YEAR ENDED DECEMBER 31, 1998
REVENUES. Revenues increased $55.6 million to $148.2 million in 1999 from
$92.6 million in 1998. This was principally a result of the acquisitions
completed in 1999 and 1998, which contributed $40.5 million to the increase.
Growth in the number of local and long distance business customers also
contributed to the revenue increase. These factors contributed to the growth in
all of our revenue sources. Local calling services accounted for $19.1 million
of the increase, including $10.5 million from the companies we acquired in 1999
and 1998 and $7.8 million from new business lines in our competitive markets.
Network access revenue increased $24.2 million, of which $21.0 million was
contributed by the companies we acquired in 1999 and 1998. Long distance
services revenues increased $4.5 million due mainly to revenues from new long
distance retail and wholesale customers. Data and Internet services increased
$2.8 million and other revenues increased $5.0 million, in each case due mainly
to revenues from companies we acquired in 1999 and 1998.
OPERATING EXPENSES.
NETWORK OPERATING COSTS. Network operating costs increased $22.0 million to
$49.3 million in 1999 from $27.3 million in 1998. The increase was partly
attributable to operating expenses associated with the companies we acquired in
1999 and 1998, which accounted for $10.8 million of the increase. The remaining
increase was primarily associated with our expansion into competitive markets
and increased growth in local and access and long distance service offerings.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $23.5 million to $52.1 million in 1999
compared to $28.6 million in 1998. The companies we acquired in 1999 and 1998
contributed $5.6 million to the increase. Also contributing to this increase
were costs of $16.0 million primarily related to expansion of selling, customer
support and administration activities to support our growth in competitive
markets.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased
$11.5 million to $31.6 million in 1999 from $20.1 million in 1998. This increase
consisted of $9.9 million related to the companies we acquired in 1999 and 1998
and $0.7 million due to increased investment in our communications network to
support the growth of our competitive communications business.
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<PAGE>
STOCK-BASED COMPENSATION. Stock-based compensation was related to the
increase in the estimated value of fully vested stock appreciation right
agreements between certain members of our management and principal stockholders
of the Company.
INCOME FROM OPERATIONS. As a result of the factors described above, income
from operations decreased $4.9 million to $11.7 million in 1999 from
$16.6 million in 1998. As a percentage of revenues, income from operations was
7.9% in 1999, as compared to 17.9% in 1998. This margin decline in 1999 was
primarily attributable to expenses associated with the expansion into
competitive markets.
OTHER INCOME (EXPENSE). Total other expense increased $22.2 million to
$46.3 million in 1999 from $24.1 million in 1998. The increase was primarily
attributable to an increase in interest expense associated with the additional
debt incurred to complete acquisitions and a $13.3 million charge to interest
expense associated with the retirement of certain warrants to purchase the
common stock of one of our subsidiaries.
EXTRAORDINARY ITEM. For 1998, we recognized an extraordinary loss of
$2.5 million (net of taxes) related to the early retirement of debt.
NET LOSS. Our net loss was $29.0 million for 1999, compared to a loss of
$8.0 million for 1998, as a result of the factors discussed above.
LIQUIDITY AND CAPITAL RESOURCES
Our cash flow requirements include general corporate expenditures, capital
expenditures, debt service and acquisitions. We expect that our traditional
telephone companies' cash flow from operations and our Credit Facility will fund
the capital expenditures, working capital and debt service requirements of its
traditional telephone companies for the foreseeable future. We will require
significant capital resources to fund the competitive communications business
which will be funded primarily by FairPoint Solutions' senior secured credit
facility. Our capital requirements will include the funding of operations and
capital asset expenditures.
Historically, we have used the proceeds from institutional and bank debt,
private equity offerings, and available cash flow to fund our operations. We may
secure additional funding through the sale of public or private debt and/or
equity securities or enter into another bank credit facility to fund future
acquisitions and operations. If the growth of our competitive communications
business occurs more rapidly than we currently anticipate or if our operating
results are below expectations, there can be no assurance that we will be
successful in raising sufficient additional capital on terms that we consider
acceptable, or that our operations will produce positive cash flow in sufficient
amounts to meet its liquidity requirements. The failure to raise and generate
sufficient funds may require the Company to delay or abandon some of its planned
future growth or expenditures, which could have a material adverse effect on the
Company's growth and its ability to compete in the communications industry.
CAPITAL EXPENDITURES
Our annual capital expenditures for our traditional telephone operations
have historically been significant. Because existing regulations allow us to
recover our operating and capital costs, plus a reasonable return on our
invested capital in regulated telephone assets, capital expenditures constitute
an attractive use of our cash flow. We have historically generated sufficient
cash flow from operations to meet all of our capital expenditure requirements
for our traditional telephone operations. For the period from January 1, 2001 to
December 31, 2002, we expect capital expenditures for our traditional telephone
operations to be approximately $88.0 to $90.0 million. We expect to finance
capital expenditures for our traditional telephone companies principally from
cash flow from operations of these companies.
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<PAGE>
Our competitive communications business plan will require significant
capital expenditures for our competitive communications business over the next
few years. For the period from January 1, 2001 to December 31, 2002, we plan to
spend approximately $33.0 to $35.0 million for capital expenditures for our
competitive communications business. We expect to finance capital expenditures
for our competitive communications operations from draws under the FairPoint
Solutions' credit facility and cash investments from our traditional telephone
operations (to the extent the Company is permitted to downstream funds to our
competitive communications companies under our debt instruments).
DEBT FINANCING
We have utilized a variety of debt instruments to fund our business,
including:
OUR CREDIT FACILITY. Our Credit Facility provides for two term facilities,
one with approximately $67.1 million principal amount outstanding as of
December 31, 2000 that matures on June 30, 2006 and the other with the principal
amount of approximately $70.6 million outstanding as of December 31, 2000 that
matures on June 20, 2007. Our Credit Facility also provides for a revolving
facility with a principal amount of $85.0 million that matures on September 30,
2004 and a revolving acquisition facility with a principal amount of
$165.0 million that also matures on September 30, 2004. As of December 31, 2000,
$51.8 million was outstanding on the revolving facility, $60.1 million was
outstanding on the revolving acquisition facility and $138.1 million was
available for borrowing under the remaining revolving acquisition facility and
revolving facility. On March 30, 2001, we completed an amendment to our Credit
Facility. Under this amendment, the revolving and acquisition facilities'
amortization was amended such that these facilities will be due in their
entirety on September 30, 2004. In addition, such amendment provides us with the
ability, until December 31, 2001, to increase our term facilities by up to an
aggregate of $150.0 million. We also amended certain of the financial covenants.
SENIOR SUBORDINATED NOTES AND FLOATING RATE NOTES ISSUED IN 1998. We have
outstanding publicly-held debt comprised of $125.0 million aggregate principal
amount of 9 1/2% senior subordinated notes and $75.0 million aggregate principal
amount of floating rate notes. Interest on the senior subordinated notes and
floating rate notes is payable semi-annually in cash on each May 1 and
November 1. Both series of notes mature on May 1, 2008. These notes are general
unsecured obligations, subordinated in right of payment to all existing and
future senior debt and effectively subordinated to all existing and future debt
and other liabilities of our subsidiaries.
SENIOR SUBORDINATED NOTES ISSUED IN 2000. In May 2000, we issued
$200.0 million aggregate principal amount of 12 1/2% senior subordinated notes.
Interest on these notes is payable semi-annually in cash on May 1 and
November 1 of each year. These notes will mature on May 1, 2010. These notes are
general unsecured obligations and rank equally with all of FairPoint's other
unsecured senior subordinated indebtedness and are subordinated in right of
payment to all of FairPoint's senior indebtedness, whether or not secured, and
effectively subordinated to all existing and future debt and other liabilities
of our subsidiaries.
FAIRPOINT SOLUTIONS CREDIT FACILITY. On March 21, 2001, we completed an
amendment to FairPoint Solutions' Amended and Restated Credit Agreement. The
First Amendment to the Amended and Restated FairPoint Solutions Credit Facility
provides for a revolving tranche and a term tranche. FairPoint Solutions can
borrow up to $75.0 million under the revolving tranche and has the opportunity,
subject to certain conditions, to increase such availability by an additional
$50.0 million. FairPoint Solutions can borrow up to $125.0 million under the
term tranche of such facility. The total commitment of $200.0 million matures on
November 9, 2001; provided, however, that upon receipt of all necessary
regulatory approvals, which FairPoint Solutions anticipates receiving prior to
November 2001, the maturity date shall be extended to November 9, 2007.
20
<PAGE>
EQUITY FINANCING
In January 2000, THL, Kelso and certain other institutional investors and
members of management acquired an aggregate of $408.8 million of our equity
securities. We received $158.9 million of net proceeds in such transaction,
which we used to repay debt.
CASH FLOWS
Net cash used by operating activities was $14.8 million for the year ended
2000 and net cash provided by operating activities was $7.7 million and
$14.9 million for the years ended 1999 and 1998, respectively. Net cash used in
investing activities was $343.4 million, $76.6 million and $225.5 million for
the years ended 2000, 1999 and 1998, respectively. These cash flows primarily
reflect expenditures relating to traditional telephone company acquisitions of
$256.1 million, $53.9 million and $217.1 million in 2000, 1999 and 1998,
respectively, and capital expenditures of $107.8 million, $43.5 million and
$12.4 million in 2000, 1999 and 1998, respectively. Net cash provided by
financing activities was $349.3 million, $65.6 million and $217.1 million for
the years ended 2000, 1999 and 1998, respectively. These cash flows primarily
represent borrowings, the proceeds of which were $668.8 million, $138.9 million
and $510.6 million in 2000, 1999 and 1998, respectively and the proceeds from
the issuance of common stock of $158.9 in 2000 and $31.8 million in 1998. There
was no common stock issued in 1999. A majority of the proceeds received were
used to repay long-term debt of $459.9 million, $52.1 million and
$307.8 million and to complete acquisitions made in 2000, 1999 and 1998
respectively.
NEW ACCOUNTING STANDARDS
Effective January 1, 2001, we adopted the provisions of Statement of
Financial Accounting Standards No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS
AND HEDGING ACTIVITIES (SFAS No. 133). SFAS No. 133 requires the recognition of
all derivative financial instruments as either assets or liabilities in the
statement of financial condition and measurement of those instruments at fair
value. Changes in the fair values of those derivatives will be reported in
earnings or other comprehensive income depending on the use of the derivative in
whether it qualifies for hedge accounting. The accounting for gains and losses
associated with changes in the fair value of a derivative and the effect on the
consolidated financial statements will depend on its hedge designation and
whether the hedge is highly effective in achieving offsetting changes in the
fair value or cash flows of the asset or liability hedged. Under the provisions
of SFAS No. 133, the method that will be used for assessing the effectiveness of
a hedging derivative, as well as the measurement approach for determining the
ineffective aspects of the hedge, must be established at the inception of the
hedge. The only derivative instruments we have identified which were recorded on
our consolidated balance sheet on January 1, 2001 are interest rate swap
agreements. The fair value of these agreements was approximatley $4.7 million at
January 1, 2001. The fair value indicates an estimated amount we would have to
pay to cancel the contracts or transfer them to other parties.
On December 3, 1999, the Securities and Exchange Commission (SEC) staff
issued Staff Accounting Bulletin (SAB) No. 101, REVENUE RECOGNITION IN FINANCIAL
STATEMENTS. SAB No. 101 summarizes certain of the staff's views in applying
generally accepted accounting principles to revenue recognition in financial
statements. SAB No. 101 covers a broad range of topics, some of which include
revenue recognition for "bill and hold" arrangements, accounting for refundable
and nonrefundable up-front fees, accounting for multiple element arrangements,
contingent rentals and gross and net reporting of revenues from internet sales.
As amended by SAB 101A and SAB 101B, the effective date for calendar year-end
companies is no later than the quarter beginning October 1, 2000. The adoption
of SAB No. 101 was not significant to the Company's financial reporting.
21
<PAGE>
INFLATION
We do not believe inflation has a significant effect on our operations.
YEAR 2000
We did not experience significant disruptions in our operations as a result
of the Year 2000 issue.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At December 31, 2000, we recorded our marketable available-for-sale equity
securities at a fair value of $0.9 million. These securities have exposure to
price risk. A hypothetical ten percent adverse change in quoted market prices
would decrease the recorded value by approximately $0.1 million.
We have limited our exposure to material future earnings or cash flow
exposures from changes in interest rates on long-term debt, since approximately
88% of our debt bears interest at fixed rates or effectively at fixed rates
through the use of interest rate swaps. However, our earnings are affected by
changes in interest rates as our long-term debt under our credit facilities have
variable interest based on either the prime rate or LIBOR. If interest rates on
our variable debt averaged 10% more, our interest expense would have increased,
and loss before taxes would have increased by approximately $3.6 million for the
year ended December 31, 2000.
We have entered into interest rate swaps to manage our exposure to
fluctuations in interest rates on our variable rate debt. The fair value of
these swaps was approximately $4.7 million at December 31, 2000. The fair value
indicates an estimated amount we would have to pay to cancel the contracts or
transfer them to other parties. In connection with our Credit Facility, we used
six interest rate swap agreements, with notional amounts of $25.0 million each,
and one interest rate swap agreement with a notional amount of $50.0 million to
effectively convert a portion of our variable interest rate exposure to fixed
rates ranging from 8.32% to 9.34%. The swap agreements expire from
November 2001 to May 2004. In connection with our floating rate notes, we used
an interest rate swap agreement, with a notional amount of $75.0 million to
effectively convert our variable interest rate exposure to a fixed rate of
10.78%. Such swap agreement expires May 3, 2003. FairPoint Solutions used an
interest rate swap agreement with a notional amount of $50.0 million to
effectively convert a portion of its variable interest rate exposure under the
FairPoint Solutions' Amended and Restated Credit Facility to a fixed rate of
10.59%. This swap agreement expires in November 2003.
22
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
FairPoint Communications, Inc.:
We have audited the accompanying consolidated balance sheets of FairPoint
Communications, Inc. and subsidiaries as of December 31, 1999 and 2000 and the
related consolidated statements of operations, stockholders' equity (deficit),
comprehensive losses and cash flows for each of the years in the three-year
period ended December 31, 2000. These consolidated financial statements are the
responsibility of FairPoint Communications, Inc.'s management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of FairPoint
Communications, Inc. and subsidiaries as of December 31, 1999 and 2000 and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States of America.
/s/ KPMG LLP
March 8, 2001, except as to the fourth and fourteenth
paragraphs of note 6 which are as of March 30, 2001
Charlotte, North Carolina
23
<PAGE>
FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 2000
<TABLE>
<CAPTION>
1999 2000
-------- --------
(AMOUNTS IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C>
ASSETS
Current assets:
Cash...................................................... $ 9,923 1,023
Accounts receivable, net of allowance for doubtful
accounts of $921 in 1999 and $3,208 in 2000............. 25,658 48,257
Prepaid and other assets.................................. 4,039 6,440
Investments available-for-sale............................ 7,327 936
Income taxes recoverable.................................. 3,233 387
-------- --------
Total current assets.................................... 50,180 57,043
-------- --------
Property, plant, and equipment, net......................... 178,296 348,916
-------- --------
Other assets:
Goodwill, net of accumulated amortization................. 229,389 451,486
Investments............................................... 36,246 50,353
Debt issue costs, net of accumulated amortization......... 17,948 29,195
Covenants not to compete, net of accumulated
amortization............................................ 3,706 2,982
Other..................................................... 2,270 1,448
-------- --------
Total other assets...................................... 289,559 535,464
-------- --------
Total assets............................................ $518,035 941,423
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
24
<PAGE>
FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 2000
<TABLE>
<CAPTION>
1999 2000
-------- ---------
(AMOUNTS IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable.......................................... $ 12,725 38,118
Other accrued liabilities................................. 7,647 28,336
Restructuring accrual..................................... -- 13,343
Accrued interest payable.................................. 4,396 11,547
Current portion of long-term debt......................... 3,866 5,182
Current portion of obligation under capital lease......... 53 3,671
Accrued property taxes.................................... 2,078 2,605
Current portion of obligation for covenants not to
compete................................................. 1,236 1,298
Demand notes payable...................................... 752 535
Deferred income taxes..................................... 1,767 --
-------- ---------
Total current liabilities............................... 34,520 104,635
-------- ---------
Long-term liabilities:
Long-term debt, net of current portion.................... 458,529 751,630
Unamortized investment tax credits........................ 577 384
Obligation for covenants not to compete, net of current
portion................................................. 2,622 1,833
Deferred income taxes..................................... 26,819 --
Obligation under capital lease, net of current portion.... 12 --
Other liabilities......................................... 3,094 13,537
-------- ---------
Total long-term liabilities............................. 491,653 767,384
-------- ---------
Minority interest........................................... 443 15
-------- ---------
Common stock subject to put options, 1,752 shares at
December 31, 1999 and 382 shares at December 31, 2000..... 3,000 5,011
-------- ---------
Stockholders' equity (deficit):
Preferred stock:
Series D nonvoting, convertible, cumulative
participating, par value $.01 per share, 30,000 shares
authorized............................................ -- --
Common stock:
Class A voting, par value $.01 per share, 60,000 shares
authorized, issued and outstanding 34,451 shares at
December 31, 1999 and 45,527 shares at December 31,
2000.................................................. 345 455
Class B nonvoting, convertible, par value $.01 per
share, 50,000 shares authorized....................... -- --
Class C nonvoting, convertible, par value $.01 per
share, 4,600 shares authorized, issued and outstanding
4,269 shares at December 31, 2000..................... -- 43
Additional paid-in capital................................ 48,868 227,245
Unearned compensation..................................... -- (9,707)
Accumulated other comprehensive income.................... 4,187 440
Accumulated deficit....................................... (64,981) (154,098)
-------- ---------
Total stockholders' equity (deficit).................... (11,581) 64,378
-------- ---------
Total liabilities and stockholders' equity (deficit).... $518,035 941,423
======== =========
</TABLE>
See accompanying notes to consolidated financial statements.
25
<PAGE>
FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1998, 1999, AND 2000
<TABLE>
<CAPTION>
1998 1999 2000
-------- -------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Revenues.................................................... $92,561 148,162 246,264
------- -------- ---------
Operating expenses:
Network operating costs................................... 27,264 49,306 134,209
Selling, general and administrative....................... 28,646 52,138 94,908
Depreciation and amortization............................. 20,089 31,632 52,544
Restructure charge........................................ -- -- 16,485
Stock-based compensation.................................. -- 3,386 16,451
------- -------- ---------
Total operating expenses................................ 75,999 136,462 314,597
------- -------- ---------
Income (loss) from operations........................... 16,562 11,700 (68,333)
------- -------- ---------
Other income (expense):
Net gain on sale of investments and other assets.......... 651 512 6,648
Interest income........................................... 442 446 1,076
Dividend income........................................... 1,119 1,452 1,403
Interest expense.......................................... (27,170) (51,185) (66,038)
Other nonoperating, net................................... 885 2,520 4,095
------- -------- ---------
Total other expense..................................... (24,073) (46,255) (52,816)
------- -------- ---------
Loss before income taxes and extraordinary item......... (7,511) (34,555) (121,149)
Income tax benefit.......................................... 2,112 5,615 32,035
Minority interest in income of subsidiaries................. (80) (100) (3)
------- -------- ---------
Loss before extraordinary item.......................... (5,479) (29,040) (89,117)
Extraordinary item -- loss on early retirement of debt, net
of income tax benefit of $1,755........................... (2,521) -- --
------- -------- ---------
Net loss................................................ $(8,000) (29,040) (89,117)
======= ======== =========
</TABLE>
See accompanying notes to consolidated financial statements.
26
<PAGE>
FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000
<TABLE>
<CAPTION>
SERIES D CLASS A CLASS B CLASS C
PREFERRED COMMON COMMON COMMON
------------------- ------------------- ------------------- -------------------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
-------- -------- -------- -------- -------- -------- -------- --------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1997...... -- $ -- 17,612 $177 -- $ -- -- $--
Net loss........................ -- -- -- -- -- -- -- --
Preferred stock dividends....... -- -- -- -- -- -- -- --
Issuance of capital stock....... -- -- 18,591 185 -- -- -- --
Reclassification of shares of
common stock subject to put
options....................... -- -- (1,752) (17) -- -- -- --
------- ---- ------- ---- ------- ---- ----- ---
Balance December 31, 1998....... -- -- 34,451 345 -- -- -- --
Net loss........................ -- -- -- -- -- -- -- --
Other comprehensive income from
available-for-sale
securities.................... -- -- -- -- -- -- -- --
Compensation expense for stock-
based awards.................. -- -- -- -- -- -- -- --
------- ---- ------- ---- ------- ---- ----- ---
Balance December 31, 1999....... -- -- 34,451 345 -- -- -- --
Net loss........................ -- -- -- -- -- -- -- --
Issuance of common stock under
stock options and warrants.... -- -- 307 3 -- -- -- --
Issuance of capital stock for
cash, net of direct offering
expenses of $23.9 million..... 4,674 47 100 1 4,244 42 4,269 43
Exchange of Class A common
shares for Class B common and
Series D preferred shares..... 16,788 168 (25,088) (251) 8,300 83 -- --
Cancellation of put options on
common shares................. -- -- 1,752 17 -- -- -- --
Unearned stock option
compensation.................. -- -- -- -- -- -- -- --
Compensation expense for stock-
based awards.................. -- -- -- -- -- -- -- --
Forfeit of unvested stock
options....................... -- -- -- -- -- -- -- --
Other comprehensive loss from
available-for-sale
securities.................... -- -- -- -- -- -- -- --
Conversion of Series D preferred
and Class B common shares to
Class A common shares......... (21,462) (215) 34,006 340 (12,544) (125) -- --
Repurchase and cancellation of
shares of common stock........ -- -- (1) -- -- -- -- --
------- ---- ------- ---- ------- ---- ----- ---
Balance at December 31, 2000.... -- $ -- 45,527 $455 -- $ -- 4,269 $43
======= ==== ======= ==== ======= ==== ===== ===
<CAPTION>
ACCUMU-
LATED TOTAL
OTHER STOCK-
ADDITIONAL UNEARNED COMPRE- ACCUMU- HOLDERS'
PAID-IN COMPEN- HENSIVE LATED EQUITY
CAPITAL SATION INCOME DEFICIT (DEFICIT)
---------- --------- -------- -------- ---------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1997...... 16,813 -- -- (27,929) (10,939)
Net loss........................ -- -- -- (8,000) (8,000)
Preferred stock dividends....... -- -- -- (12) (12)
Issuance of capital stock....... 31,652 -- -- -- 31,837
Reclassification of shares of
common stock subject to put
options....................... (2,983) -- -- -- (3,000)
------- ------- ------- -------- -------
Balance December 31, 1998....... 45,482 -- -- (35,941) 9,886
Net loss........................ -- -- -- (29,040) (29,040)
Other comprehensive income from
available-for-sale
securities.................... -- -- 4,187 -- 4,187
Compensation expense for stock-
based awards.................. 3,386 -- -- -- 3,386
------- ------- ------- -------- -------
Balance December 31, 1999....... 48,868 -- 4,187 (64,981) (11,581)
Net loss........................ -- -- -- (89,117) (89,117)
Issuance of common stock under
stock options and warrants.... 3,810 -- -- -- 3,813
Issuance of capital stock for
cash, net of direct offering
expenses of $23.9 million..... 150,281 -- -- -- 150,414
Exchange of Class A common
shares for Class B common and
Series D preferred shares..... -- -- -- -- --
Cancellation of put options on
common shares................. 2,983 -- -- -- 3,000
Unearned stock option
compensation.................. 15,926 (15,926) -- -- --
Compensation expense for stock-
based awards.................. 8,510 3,097 -- -- 11,607
Forfeit of unvested stock
options....................... (3,122) 3,122 -- -- --
Other comprehensive loss from
available-for-sale
securities.................... -- -- (3,747) -- (3,747)
Conversion of Series D preferred
and Class B common shares to
Class A common shares......... -- -- -- -- --
Repurchase and cancellation of
shares of common stock........ (11) -- -- -- (11)
------- ------- ------- -------- -------
Balance at December 31, 2000.... 227,245 (9,707) 440 (154,098) 64,378
======= ======= ======= ======== =======
</TABLE>
See accompanying notes to consolidated financial statements.
27
<PAGE>
FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSES
YEARS ENDED DECEMBER 31, 1998, 1999, AND 2000
<TABLE>
<CAPTION>
1998 1999 2000
-------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Net loss.................................................... $(8,000) (29,040) (89,117)
Other comprehensive income (loss):
Unrealized holding gains on available-for-sale
securities.............................................. -- 4,187 242
Less reclassification adjustment for gain realized in net
loss.................................................... -- -- (3,989)
------- ------- -------
Comprehensive loss...................................... $(8,000) (24,853) (92,864)
======= ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
28
<PAGE>
FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1998, 1999, AND 2000
<TABLE>
<CAPTION>
1998 1999 2000
--------- -------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss.................................................. $ (8,000) (29,040) (89,117)
--------- -------- ---------
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization......................... 20,089 31,632 52,544
Amortization of debt issue costs...................... 1,445 1,710 3,533
Provision for uncollectible revenue................... 390 634 2,778
Deferred income taxes................................. (1,653) (5,676) (32,819)
Income from equity method investments................. (931) (2,497) (4,853)
Deferred patronage dividends.......................... (265) (380) (113)
Minority interest in income of subsidiaries........... 80 100 3
Increase in put warrant obligation.................... 714 13,331 --
Stock-based compensation.............................. -- 3,386 16,451
Impairment of long-lived assets....................... -- -- 2,854
Net gain on sale of investments and other assets...... (630) (512) (6,648)
Loss on early retirement of debt...................... 2,897 -- --
Amortization of investment tax credits................ (130) (193) (219)
Changes in assets and liabilities arising from
operations, net of acquisitions:
Accounts receivable............................... 5,988 (853) (17,150)
Prepaid and other assets.......................... 253 (23) (1,145)
Accounts payable.................................. (1,398) (2,117) 16,319
Accrued interest payable.......................... 1,128 384 5,560
Restructuring accrual............................. -- -- 13,343
Other accrued liabilities......................... 689 2,773 17,360
Income taxes recoverable.......................... (5,799) (4,955) 6,487
--------- -------- ---------
Total adjustments............................... 22,867 36,744 74,285
--------- -------- ---------
Net cash provided by (used in) operating
activities.................................... 14,867 7,704 (14,832)
--------- -------- ---------
Cash flows from investing activities:
Acquisition of telephone properties, net of cash
acquired................................................ (217,080) (53,949) (256,068)
Acquisition of property, plant, and equipment............. (12,433) (43,509) (107,772)
Proceeds from sale of property, plant, and equipment...... 107 116 67
Distributions from investments............................ 118 2,590 3,161
Payment on covenants not to compete, net.................. (219) (988) (1,205)
Acquisition of investments................................ (8) (349) (674)
Proceeds from sale of investments......................... 4,088 20,065 19,200
Acquisition of minority interest.......................... -- -- (560)
Increase (decrease) in other assets/liabilities, net...... (95) (586) 486
--------- -------- ---------
Net cash used in investing activities................. $(225,522) (76,610) (343,365)
--------- -------- ---------
</TABLE>
29
<PAGE>
FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1999, AND 2000
<TABLE>
<CAPTION>
1998 1999 2000
--------- -------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from financing activities:
Proceeds from issuance of long-term debt.................. $ 510,583 138,943 668,786
Repayment of long-term debt............................... (307,763) (52,056) (459,911)
Purchase of stock warrants................................ -- (17,500) --
Repurchase of preferred stock and warrants................ (175) -- --
Dividends paid to preferred stockholders.................. (12) -- --
Net proceeds from issuance of common stock................ 31,837 -- 158,859
Repurchase of shares of common stock...................... -- -- (1,000)
Loan origination costs.................................... (17,345) (3,703) (14,780)
Dividends paid to minority stockholders................... (6) (4) (4)
Repayment of capital lease obligation..................... (45) (92) (2,653)
--------- -------- ---------
Net cash provided by financing activities............. 217,074 65,588 349,297
--------- -------- ---------
Net increase (decrease) in cash....................... 6,419 (3,318) (8,900)
Cash, beginning of year..................................... 6,822 13,241 9,923
--------- -------- ---------
Cash, end of year........................................... $ 13,241 9,923 1,023
========= ======== =========
</TABLE>
See accompanying notes to consolidated financial statements.
30
<PAGE>
FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1999, AND 2000
(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
FairPoint Communications, Inc. (FairPoint) provides management services to
its wholly-owned subsidiaries: S T Enterprises, Ltd. (STE); MJD Ventures, Inc.
(Ventures); MJD Services Corp. (Services); FairPoint Communications Solutions
Corp. (FairPoint Solutions); and MJD Capital Corp. STE, Ventures, and Services
also provide management services to their wholly-owned subsidiaries.
Collectively, the wholly-owned subsidiaries of STE, Ventures, and Services
primarily provide traditional telephone local exchange services in various
states. Operations also include resale of long distance services, internet
services, cable services, equipment sales, and installation and repair services.
MJD Capital Corp. leases equipment to other subsidiaries of FairPoint. FairPoint
Solutions is a competitive communications business offering local and long
distance, internet, and data services in various states.
STE's wholly-owned subsidiaries include Sunflower Telephone Company
(Sunflower); Northland Telephone Company of Maine, Inc. and Northland Telephone
Company of Vermont, Inc. (the Northland Companies); and S T Long Distance, Inc.
(S T Long Distance). Ventures' wholly-owned subsidiaries include Sidney
Telephone Company (Sidney); C-R Communications, Inc. (C-R); Taconic Telephone
Corp. (Taconic); Ellensburg Telephone Company (Ellensburg); Chouteau Telephone
Company (Chouteau); Utilities, Inc. (Utilities); Chautauqua & Erie Telephone
Corporation (C&E); Columbus Grove Telephone Company (Columbus Grove); The Orwell
Telephone Company (Orwell); Telephone Services Company (TSC); GT
Communications, Inc. (GT Com); Peoples Mutual Telephone Company (Peoples);
Fremont Telcom Co. (Fremont); Fretel Communications LLC (Fretel); and
Comerco, Inc. (Comerco). Services' wholly-owned subsidiaries include Bluestem
Telephone Company (Bluestem); Big Sandy Telecom, Inc. (Big Sandy); Columbine
Telecom Company (Columbine); Odin Telephone Exchange, Inc. (Odin); Kadoka
Telephone Co. (Kadoka); Ravenswood Communications, Inc. (Ravenswood); Union
Telephone Company of Hartford (Union); Armour Independent Telephone Co.
(Armour); Yates City Telephone Company (Yates); and WMW Cable TV Co. (WMW).
PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION
The consolidated financial statements include the accounts of FairPoint
Communications, Inc. and its subsidiaries (the Company). All intercompany
transactions and accounts have been eliminated in consolidation.
The Company's traditional telephone subsidiaries follow the accounting for
regulated enterprises prescribed by Statement of Financial Accounting Standards
(SFAS) No. 71, ACCOUNTING FOR THE EFFECTS OF CERTAIN TYPES OF REGULATION (SFAS
No. 71). This accounting recognizes the economic effects of rate regulation by
recording costs and a return on investment, as such amounts are recovered
through rates authorized by regulatory authorities. Accordingly, SFAS No. 71
requires the Company's telephone subsidiaries to depreciate telephone plant over
useful lives that would otherwise be determined by management. SFAS No. 71 also
requires deferral of certain costs and obligations based upon approvals received
from regulators to permit recovery of such amounts in future years. The
Company's traditional telephone subsidiaries periodically review the
applicability of SFAS No. 71 based on the developments in their current
regulatory and competitive environments.
31
<PAGE>
FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998, 1999, AND 2000
(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
REVENUE RECOGNITION
Revenues are recognized as services are rendered and are primarily derived
from the usage of the Company's networks and facilities or under revenue sharing
arrangements with other communications carriers. Revenues are derived from
primarily three sources: access, pooling, and miscellaneous. Local access
charges are billed to local end users under tariffs approved by each state's
Public Utilities Commission. Access revenues are derived on the intrastate
jurisdiction by billing access charges to interexchange carriers and to regional
Bell operating companies. These charges are billed based on toll or access
tariffs approved by the local state's Public Utilities Commission. Access
charges for the interstate jurisdiction are billed in accordance with tariffs
filed by the National Exchange Carrier Association (NECA) or by the individual
company and approved by the Federal Communications Commission.
Revenues are determined on a bill and keep basis or a pooling basis. If on a
bill and keep basis, the Company bills the charges to either the access provider
or the end user and keeps the revenue. If the Company participates in a pooling
environment (interstate or intrastate), the toll or access billed are
contributed to a revenue pool. The revenue is then distributed to individual
companies based on their company-specific revenue requirement. This distribution
is based on individual state Public Utilities Commission (intrastate) or Federal
Communications Commission's (interstate) approved separation rules and rates of
return. Distribution from these pools can change relative to changes made to
expenses, plant investment, or rate of return. Some companies participate in
federal and certain state universal service programs that are pooling in nature
but are regulated by rules separate from those described above. These rules vary
by state.
Miscellaneous revenues are derived by billing to either end users, access
providers, or other parties, services such as directory advertising, billing and
collecting services, sale and maintenance of customer premise equipment, etc.
These services are typically billed under contract or under tariff supervision.
Installation fees are deferred and related costs are capitalized and amortized
over the estimated lives of the customers.
CREDIT RISK
Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of cash and trade receivables.
The Company places its cash with high quality financial institutions.
Concentrations of credit risk with respect to trade receivables are limited due
to the Company's large number of customers in several states. The Company
establishes an allowance for doubtful accounts based upon factors surrounding
the credit risk of specific customers, historical trends, and other information.
The Company is also exposed to credit losses in the event of nonperformance
by the counterparties to its interest rate swap agreements. The Company
anticipates, however, that the counterparties will be able to fully satisfy
their obligations under the contracts.
INVESTMENTS
Investments consist of stock in CoBank, Rural Telephone Bank (RTB), the
Rural Telephone Finance Cooperative (RTFC), Illuminet Holdings, Inc.
(Illuminet), and various cellular companies and
32
<PAGE>
FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998, 1999, AND 2000
(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
partnerships and other minority equity investments, and Non-Qualified Deferred
Compensation Plan assets. For the investments in partnerships, the equity method
of accounting is used. All other investments, with the exception of Illuminet
and the Non-Qualified Deferred Compensation Plan assets, are stated at cost. To
determine if an impairment of an investment exists, the Company monitors and
evaluates the financial performance of the business in which it invests and
compares the carrying value of the investee to the fair values of similar
investments, which in certain instances, is based on traditional valuation
models utilizing multiples of cash flows. When circumstances indicate that a
decline in the fair value of the investment has occurred and the decline is
other than temporary, the Company records the decline in value as a realized
loss and a reduction in the cost of the investment. The Company did not incur
any losses from other than temporary declines in fair value in 1998, 1999, and
2000.
The investment in Illuminet stock is classified as available-for-sale and
the Non-Qualified Deferred Compensation Plan assets are classified as trading in
accordance with SFAS No. 115, ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND
EQUITY SECURITIES (SFAS No. 115). SFAS No. 115 requires fair value reporting for
certain investments in debt and equity securities with readily determinable fair
values. Available-for-sale and trading securities are recorded at fair value.
For available-for-sale securities, the unrealized holding gains and losses, net
of the related tax effect, are excluded from earnings and are reported as a
separate component of comprehensive income until realized. Unrealized holding
gains and losses on trading securities are included in other income.
The Company currently receives patronage dividends from its investments in
businesses organized as cooperatives for federal income tax purposes (CoBank and
RTFC stock). Patronage dividends represent cash distributions of the
cooperative's earnings and notices of allocations of earnings to the Company.
Deferred and uncollected patronage dividends are included as part of the basis
of the investment until collected. The RTB investment pays dividends annually
based on the discretion of its Board of Directors.
PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment are carried at cost. Repairs and maintenance
are charged to expense as incurred; major renewals and improvements are
capitalized. For traditional telephone companies, the original cost of
depreciable property retired, together with removal cost, less any salvage
realized, is charged to accumulated depreciation. For all other companies, the
original cost and accumulated depreciation are removed from the accounts and any
gain or loss is included in the results of operations. The traditional telephone
companies capitalize estimated costs of debt and equity funds used for
construction purposes for projects greater than $100,000. Depreciation is
determined using the straight-line method for financial reporting purposes.
Equipment held under capital leases are amortized straight-line over the
shorter of the lease term or estimated useful life of the asset.
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FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998, 1999, AND 2000
(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
DEBT ISSUE COSTS
Debt issue costs are being amortized over the life of the related debt,
ranging from 5 to 10 years. Accumulated amortization of loan origination costs
was $3,104,714 and $6,637,791 at December 31, 1999 and 2000, respectively.
INTANGIBLE ASSETS
The covenants not to compete are being amortized over their useful life of
three to five years. Accumulated amortization of covenants not to compete was
$1,470,000 and $2,672,239 at December 31, 1999 and 2000, respectively.
Goodwill consists of the difference between the purchase price incurred in
acquisitions using the purchase method of accounting and the fair value of net
assets acquired. Goodwill is being amortized using the straight-line method over
an estimated useful life of 40 years. Accumulated amortization of goodwill was
approximately $12.4 million and $22.5 million at December 31, 1999 and 2000,
respectively.
The Company reviews its long-lived assets, including goodwill, for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to future undiscounted net cash flows expected to be generated by the asset. If
such assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceeds the
fair value of the assets. Assets to be disposed of are reported at the lower of
the carrying amount or fair value less costs to sell.
INCOME TAXES
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.
PENSION AND OTHER POSTRETIREMENT PLANS
One of the Company's subsidiaries acquired in 2000 sponsors a defined
benefit plan covering substantially all of its employees. The benefits are based
on years of service and the employee's compensation levels prior to retirement.
Benefits under this plan were frozen in connection with the Company's
acquisition of the subsidiary. One of the Company's subsidiaries also sponsors a
healthcare plan that provides postretirement medical benefits for substantially
all retirees. The net periodic costs of pension and other postretirement benefit
plans are recognized as employees render the services necessary to earn the
benefits.
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FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998, 1999, AND 2000
(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
DERIVATIVE FINANCIAL INSTRUMENTS
The Company uses interest rate swaps to manage its exposure to fluctuations
in interest rates of its variable rate debt. Amounts receivable or payable under
interest rate swap agreements are accrued at each balance sheet date and
included as adjustments to interest expense.
STOCK OPTION PLANS
The Company accounts for its stock option plans using the intrinsic
value-based method prescribed by Accounting Principles Board Opinion No. 25,
ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES (APB No. 25), and related
interpretations. As such, compensation expense is recorded on the date of grant
only if the current market price of the underlying stock exceeds the exercise
price. SFAS No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION (SFAS No. 123),
permits entities to recognize as expense over the vesting period the fair value
of all stock-based awards on the date of grant. SFAS No. 123 allows entities to