FairPoint Communications 2014 Annual Report Download
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Table of contents
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Page 1
... Delaware (State or other jurisdigtion of ingorporation or organization) 13-3725229 (I.R.S. Employer Identifigation No.) 521 East Morehead Street, Suite 500 Charlotte, North Carolina (Tddress of pringipal exegutive offiges) 28202 (Zip Code) Registrant's telephone number, ingluding area gode... -
Page 2
... of securities under a plan confirmed by a court. Yes x No o As of February 27, 2015, there were 26,86S,658 shares of the registrant's common stock, par value $0.01 per share, outstanding. _____ Documents incorporated by reference: Part III of this annual report on Form 10-K incorporates information... -
Page 3
... Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PTRT III Directors, Executive Officers and Corporate Governance Executive Compensation necurity Ownership of Certain Beneficial Owners and Management and Related... -
Page 4
... and changes in the communications industry, including declines in access lines and disruption of our third party suppliers' provisioning of critical products or services; change in preference and use by customers of alternative technologies; the effects of competition on our business and... -
Page 5
...services are giving way to wireless and alternative carriers. Our plan is to continue to add advanced data products and services that meet our business and wholesale customers' needs while providing HnD options, attractive pricing features and appealing bundle offers that help retain our residential... -
Page 6
..."Fiber to the Home" and wireless internet access. Our data center rack space services offer businesses and public entities a physically secure, reliable location equipped with network connections to manage off-site disaster recovery, computing, storage and other IT equipment. FairPoint customer data... -
Page 7
... local network to originate or terminate intrastate and interstate communications. Network switched access charges relate to long distance, or toll calls, that typically involve more than one company in the provision of telephone service, as well as to the termination of interexchange private line... -
Page 8
... to businesses, public and private institutions, consumers, wireless companies and wholesale re-sellers. With more than 16,000 miles of fiber optic cable and 8S% of our central offices enabled for Ethernet services, FairPoint offers the largest such network in northern New England. Combined... -
Page 9
...central offices are capable of providing broadband services through DnL technology, cable modem and/or wireless broadband. Our LEC network consists of 93 host central offices and S12 remote central offices, all with digital switches. Approximately 99% of our central offices are served by fiber optic... -
Page 10
... unlimited wireless service plans with no additional fees for long distance, offer customers a substitution service for our access lines and are becoming an increasing threat to our local voice line business. In addition, wireless companies continue to expand their high-speed Internet offerings... -
Page 11
... of Financial Condition and Results of Operations- Liquidity and Capital Resources-Debt-February 2013 Refinancing" included elsewhere in this Annual Report In connection with the Chapter 11 Cases, we also negotiated with representatives of the state regulatory authorities in Maine, New Hampshire and... -
Page 12
... rules, (vi) remote areas funding and (vii) IP to IP interconnection issues. In its Order released December 18, 201S, the FCC has stated its intention to extend its offer of CAF Phase II support to price cap carriers in early 2015 and to implement the CAF Phase II program for price cap carriers... -
Page 13
...its rules to allow us to use the remaining $2.8 million of CAF Phase I incremental support funding to bring high-speed broadband services to 697 customer locations in the state of Maine. This petition was withdrawn on August 27, 2013 in response to the FCC making the unused 2012 funding available in... -
Page 14
... have pricing discretion with respect to existing and new retail telecommunications services other than basic local exchange service and certain services provided to customers who qualify for the federal lifeline discount. On April 12, 2012, Maine Governor Paul LePage signed Public Law 2011, Chapter... -
Page 15
... provide POLR service to high cost areas. The MPUC allowed for increases to the end user POLR rates, but denied MUnF support for FairPoint. Access Charges Our local exchange subsidiaries receive compensation from long distance telecommunications providers for the use of our subsidiaries' network to... -
Page 16
...access to telephone numbers, operator service, directory assistance and directory listing, (iv) ensure competitive access to telephone poles, ducts, conduits and rights of way and (v) compensate competitors for the cost of completing calls to competitors' customers from the other carrier's customers... -
Page 17
... (iii) acquire any services from their affiliated LEC at tariffed rates, terms and conditions. Our northern New England operations, which are Bell Operating Companies, are subject to a different set of rules allowing them to offer both long distance and local exchange services in the regions where... -
Page 18
... companies to provide communications services. In some states, our intrastate long distance rates are also subject to state regulation. ntates typically regulate local service quality, billing practices and other aspects of our business as well. As described above, intrastate access charges... -
Page 19
...requests pursuant to new funding for roads. It is not certain whether funding will be available to us for this potential obligation. Environmennal Regulanions Like all other local telephone companies, our 32 LECs are subject to federal, state and local laws and regulations governing the use, storage... -
Page 20
...by securities analysts, short interests in our common stock, competitive factors, regulatory developments, labor disruptions, economic and other external factors, general market conditions and market conditions affecting the stock of communications companies in general. Communications companies have... -
Page 21
... our ability to execute on our business plan. Our future operating performance, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors, such as any pension contributions required by the Employee Retirement Income necurity Act of... -
Page 22
... debt pursuant to the Plan. In addition, our emergence from bankruptcy resulted in an ownership change for federal income tax purposes under nection 382 of the Internal Revenue Code of 1986, as amended (the "Code"). This followed previous ownership changes resulting from our initial public offering... -
Page 23
...cable companies, the use of alternate technologies, including wireless, as well as challenging economic conditions and the offering of DnL services. We expect to continue to experience net access line losses. Our strategy of providing broadband and advanced data services, such as Ethernet over fiber... -
Page 24
...competition from wireless carriers has increased and is expected to further increase. We also face increasing competition from wireline and cable television companies for our voice and Internet services. We estimate that most of the customers that we serve have access to voice, network transport and... -
Page 25
... marken price of our ounsnanding securinies. Our service territory spans 17 states. As of December 31, 201S, we had approximately 1.1 million access line equivalents, of which approximately 85% are located in Maine, New Hampshire and Iermont (including certain of our Telecom Group service companies... -
Page 26
... services may drive high-speed Internet customers to pay for faster broadband speeds, we may not be able to recover the costs of the necessary network investments. This could result in an adverse impact to our business, financial condition, results of operations, liquidity and/or the market price... -
Page 27
... could damage our network, network operations centers, call centers, data centers, central offices, corporate headquarters or other facilities. nuch an event could interrupt our services, adversely affect service quality, overwhelm customer support and ultimately harm our business and reputation... -
Page 28
..., which thereby reduces the funded status of the plan. If a significant number of eligible non-represented employees retire and elect to receive their accrued vested benefit in the form of a lump sum payment, which is beyond our control, the qualified pension plan covering these participants may... -
Page 29
... for healthcare plans until the retired employee reaches age 65 or dies. As a result of these factors, the payments we are required to make in relation to the above may also increase. Increasing cash requirements to fund benefits under our qualified pension and post-retirement healthcare plans and... -
Page 30
...Report. In the CAF/ICC Order, the FCC replaced all existing high-cost funding for price cap carriers with CAF funding. In CAF Phase I, FairPoint has received high-cost support frozen at 2011 levels but must dedicate an increasing portion of that support to the construction and operation of broadband... -
Page 31
... related to open Internet access, assisting law enforcement, bolstering homeland security, pole attachments, minimizing environmental impacts, protecting customer privacy or addressing other issues that affect our business. We cannot predict whether or to what extent the FCC might modify its rules... -
Page 32
... 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 long distance carriers. These facilities are located on land... -
Page 33
..., for the periods indicated, the high and low sales prices per share of our common stock as reported on the NAnDAQ. The stock price information is based on published financial sources. Year Ended Degember 31, 2014 High Low First quarter necond quarter Third quarter Fourth quarter $ 1S.20 15.83 16... -
Page 34
.... Amended and Restated 2010 Long Term Incentive Plan (the "Long Term Incentive Plan") was the only equity compensation plan under which securities of FairPoint Communications were authorized for issuance. The Board of Directors of the Company approved the Long Term Incentive Plan on March 1S, 201S... -
Page 35
... of each restricted share award, one new share of common stock will be issued. Repurghase of Equity Segurities Under the Long Term Incentive Plan, employees may elect to have us withhold shares to satisfy minimum statutory federal, state and local tax withholding obligations arising from the vesting... -
Page 36
...: Basic Diluted Finangial Position (at period end) (3): Cash, excluding restricted cash (S) Total assets Total long-term debt (5) Total stockholders' (deficit) equity Operating Data (at period end): Access line equivalents (6) Residential access lines Business access lines Wholesale access lines... -
Page 37
... provider of advanced communications services to business, wholesale and residential customers within our service territories. We offer our customers a suite of advanced services including Ethernet, nIP-Trunking, Hosted PBX, Managed nervices, Data Center Rack npace, high capacity data transport and... -
Page 38
...bandwidth, Ethernet, high capacity data transport and advanced data services increases. Communications companies, including FairPoint, continue to experience a decline in access lines due to increased competition from CLECs, wireless carriers and cable television operators, increased availability of... -
Page 39
... in 2015. However, in the long run, we are uncertain of the ultimate impact as federal and state regulation continues to evolve. Basis of Presentation We view our business of providing data, voice and communications services to business, wholesale and residential customers as one reportable segment... -
Page 40
...on debt refinancing Other Total other expense Loss before reorganization items and ingome taxes Loss before ingome taxes Income tax benefit Loss before disgontinued operations Gain on sale of discontinued operations, net of taxes Net loss Access line equivalents: Residential Business Wholesale Total... -
Page 41
... services to business and residential customers, generally for a fixed monthly charge and service charges for special calling features. We also generate revenue through long distance services within our service areas on our network and through resale agreements with national interexchange carriers... -
Page 42
... for the provision of network access through carrier Ethernet based products and legacy access products to end user customers and long distance and other competing carriers who use our local exchange facilities to provide interexchange services to their customers. Network access can be provided to... -
Page 43
... charges for the provision of data and Internet services to residential and business customers through DnL technology, fiber-to-the-home technology, retail Ethernet, dedicated T-1 connections, Internet dial-up, high speed cable modem and wireless broadband. We have invested in our broadband network... -
Page 44
...(including stock based compensation, pension and post-retirement healthcare) not directly attributable to a service or product, bad debt charges, taxes other than income, advertising and sales commission costs, customer billing, call center and information technology costs, professional service fees... -
Page 45
... this Annual Report for further information on our company-sponsored qualified pension plans. (S) Increase in 201S net periodic benefit costs for our post-retirement healthcare plans is primarily attributable to an increase in interest cost resulting from an increase of approximately 78 basis points... -
Page 46
... by lower weighted average long-term debt outstanding during 201S as compared to 2013. Interest on borrowings under the Old Credit Agreement accrued at an annual rate equal to either LIBOR or the base rate, in each case plus an applicable margin. Generally, the Old Credit Agreement Loans accrued... -
Page 47
... increase in interest rates and amortization of the debt discount and debt issuance fees related to the Credit Agreement Loans as a result of the Refinancing, partially offset by lower weighted average long-term debt outstanding during 2013 as compared to 2012. For further information regarding the... -
Page 48
...Costs" and "Unlevered Free Cash Flow minus Estimated Avoided Costs" may be useful to investors in understanding our operating performance without the impact of the two unions' work stoppage in northern New England as described elsewhere in this Annual Report. However, the non-GAAP financial measures... -
Page 49
... benefit Interest expense Depreciation and amortization Pension expense (1a) Post-retirement healthcare expense (1a) Compensated absences (1b) neverance Reorganization costs (1c) ntorm expenses (1d) Other non-cash items, net (1e) Gain on sale of discontinued operations Loss on debt refinancing Labor... -
Page 50
... requirements as may be needed to support and grow our business, including payments to contractors used during the work stoppage in northern New England; and (iv) contributions to our qualified pension plan and payments under our post-retirement healthcare plans. Based on our current and anticipated... -
Page 51
... outstanding on the Old Term Loan, plus approximately $7.7 million of accrued interest and (ii) pay approximately $32.6 million of fees, expenses and other costs related to the Refinancing. The Credin Agreemenn. In connection with the Refinancing, we entered into the Credit Agreement, which provides... -
Page 52
...31, 2015. For further information regarding these agreements, see note (8) "Interest Rate nwap Agreements" to our consolidated financial statements in "Item 8. Financial ntatements and nupplementary Data" included elsewhere in this Annual Report. Security/Guarantors. All obligations under the Credit... -
Page 53
...certain kinds of changes in control or engage in certain asset sales, in each case at the repurchase prices and subject to the terms and conditions set forth in the Indenture. The Indenture contains certain covenants which are customary with respect to non-investment grade debt securities, including... -
Page 54
... Annual Report. (b) Interest payments represent cash payments on the long-term debt, including payments associated with interest rate swaps, while excluding amortization of capitalized debt issuance costs. (c) Other long-term liabilities primarily include our qualified pension and post-retirement... -
Page 55
... million. For additional information on our qualified pension and post-retirement healthcare plans, see note (10) "Employee Benefit Plans" to our consolidated financial statements in "Item 8. Financial ntatements and nupplementary Data" included elsewhere in this Annual Report. Accounning for Income... -
Page 56
... rates when appropriate. The Company utilizes straight-line depreciation for its non-telephone property, plant and equipment. Periodically, the Company reviews the estimated remaining useful lives of its group asset categories to address continuing changes in technology, competition and the Company... -
Page 57
... $6.3 million on an annual basis. For further information regarding the Credit Agreement, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources," and note (7) "Long-Term Debt" and note (8) "Interest Rate nwap Agreements" to... -
Page 58
Table of Contents qualified pension plan assets, see note (10) "Employee Benefit Plans" to our consolidated financial statements in "Item 8. Financial ntatements and nupplementary Data" included elsewhere in this Annual Report. 56 -
Page 59
... DTTT INDEX TO FINTNCITL STTTEMENTS Page FAIRPOINT COMMUNICATIONn, INC. AND nUBnIDIARIEn: Report of Management on Internal Control Over Financial Reporting Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting Report of Independent Registered Public... -
Page 60
... adequate internal control over financial reporting of the Company. Management has evaluated internal control over financial reporting of the Company as of December 31, 201S using the criteria for effective internal control established in Internal Control-Integrated Framework (2013) issued by... -
Page 61
... established in Internal Control-Integrated Framework issued by the Committee of nponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March S, 2015 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP Charlotte, North Carolina March S, 2015 59 -
Page 62
...in Internal Control-Integrated Framework issued by the Committee of nponsoring Organizations of the Treadway Commission (2013 framework) (the COnO criteria). FairPoint Communications, Inc. and subsidiaries' management is responsible for maintaining effective internal control over financial reporting... -
Page 63
... portion of long-term debt Current portion of capital lease obligations Accounts payable Claims payable and estimated claims accrual Accrued interest payable Accrued payroll and related expenses Other accrued liabilities Total gurrent liabilities Capital lease obligations Accrued pension obligations... -
Page 64
... Statements of Operations (in thousands, exgept per share data) Years Ended Degember 31, 2014 2013 2012 Revenues Operating expenses: Cost of services and sales, excluding depreciation and amortization nelling, general and administrative expense, excluding depreciation and amortization Depreciation... -
Page 65
...(in thousands) Years Ended Degember 31, 2014 2013 2012 Net loss Other comprehensive (loss) income, net of taxes: Interest rate swaps (net of $0.7 million and $0.S million tax benefit) Qualified pension and post-retirement healthcare plans (net of $8.6 million tax benefit, $S5.6 million tax expense... -
Page 66
... at Degember 31, 2013 Net Loss Issuance of common stock Forfeiture of restricted stock Exercise of stock options ntock-based compensation expense Interest rate swaps other comprehensive loss Employee benefit other comprehensive loss before reclassifications Employee benefit amounts reclassified from... -
Page 67
... Proceeds from sale of business Distributions from investments and proceeds from the sale of property and equipment Net gash used in investing agtivities Cash flows from finanging agtivities: Proceeds from issuance of long-term debt Financing costs Repayments of long-term debt Restricted cash... -
Page 68
... of gash flow information: Interest paid, net of capitalized interest Income tax paid, net of refunds Capital additions included in accounts payable, claims payable and estimated claims accrual or liabilities subject to compromise at period-end Capital lease obligations Reorganization costs paid Non... -
Page 69
...-generation fiber network with more than 16,000 miles of fiber optic cable in addition to Internet access, high-speed data ("HnD") and local and long distance voice services. As of December 31, 201S, FairPoint's service territory spanned 17 states where it is the incumbent communications provider... -
Page 70
... performance assurance plan ("PAP") for certain services provided on a wholesale basis to competitive local exchange carriers ("CLECs") in each of the states of Maine, New Hampshire and Iermont, pursuant to which FairPoint is required to provide performance credits in the event the Company is unable... -
Page 71
...the financial condition of those entities issuing the debt and equity securities. A significant decline in the fair value of plan assets could result in additional Company contributions to the qualified pension plans in order to meet funding requirements under the Employee Retirement Income necurity... -
Page 72
... enhancements, planned retirements and the adequacy of reserves. The Company utilizes straight-line depreciation for its nontelephone property, plant and equipment. Periodically, the Company reviews the estimated remaining useful lives of its group asset categories to address continuing changes in... -
Page 73
... for employee services. Accordingly, for employee awards which are expected to vest, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense on a straight-line basis over the requisite service period, which generally begins... -
Page 74
...net periodic benefit cost. (n) Operaning Segmenns Management views its business of providing data, video and voice communication services to residential, wholesale and business customers as one operating segment as defined in the negment Reporting Topic of the AnC . The Company's services consist of... -
Page 75
Table of Contents periods beginning after December 15, 2016 with early adoption permitted. We do not believe the adoption of this pronouncement will have a material impact on the Company's consolidated financial statements. 73 -
Page 76
...) Degember 31, 2014 Degember 31, 2013 Land Buildings Central office equipment Outside communications plant Furniture, vehicles and other work equipment Plant under construction Other Total property, plant and equipment Less: Accumulated depreciation Net property, plant and equipment - S0 7 - 10... -
Page 77
... other long-term liabilities. (7) Long-term Debt Long-term debt for the Company at December 31, 201S and 2013 is shown below (in thousands): Degember 31, 2014 Degember 31, 2013 Term Loan, due 2019 (weigpted average rate of 7.50%) Discount on Term Loan (a) Notes, 8.75%, due 2019 Total long-term debt... -
Page 78
...ending Degember 31, Balange Due 2015 2016 2017 2018 2019 Total long-term debt, ingluding gurrent portion $ 6,S00 6,S00 6,S00 6,S00 903,200 $ 928,800 Refinancing On February 1S, 2013 (the "Refinancing Closing Date"), FairPoint Communications refinanced the Old Credit Agreement Loans (as defined... -
Page 79
... obligations under the Credit Agreement. The Notes will mature on August 15, 2019 and accrue interest at a rate of 8.75% per annum, which is payable semiannually in arrears on February 15 and August 15, commencing on August 15, 2013. On or after February 15, 2016, FairPoint Communications may redeem... -
Page 80
... 2S, 2011. During 2012 and in the first quarter of 2013, prior to the Old Credit Agreement being retired, the Company made $S3.0 and $10.5 million, respectively, of principal payments on the Old Term Loan. The Old Credit Agreement contained customary representations, warranties and affirmative and... -
Page 81
... swap agreements are carried at their fair value and measured on a recurring basis as follows (in thousands): Fair Value Measurements Using Level 1 Level 2 Level 3 Long-term interest rate swap liability (a) $ - $ 2,7S2 $ - As of December 31, 2013, interest rate swap agreements are carried at... -
Page 82
... interest rate swaps as Level 2 within the fair value hierarchy. Long-term debt is not carried at fair value, but measured on a recurring basis. The estimated fair values of the Company's long-term debt as of December 31, 201S and December 31, 2013 are as follows (in thousands): Degember 31, 2014... -
Page 83
... obligation: Beginning projected benefit obligation nervice cost Interest cost Plan settlements Benefits paid Actuarial loss (gain) Ending projegted benefit obligation Funded status Accumulated benefit obligation Amounts recognized in the consolidated balance sheet: Long-term liabilities Net amount... -
Page 84
... co-pays and co-insurance requirements than the healthcare plan options in the post-retirement healthcare plan for former represented employees. Accordingly, the Company recognized a gain as a result of the plan amendment, which will be accounted for as a prior service credit. Qualified Pension Plan... -
Page 85
... the purchase or sale of equity or fixed income securities. (b) Equity securities at December 31, 201S include amounts held in hedged equity funds which primarily invest using a "fund of funds" strategy in multiple other equity funds. The fair values for the qualified pension plan assets by asset... -
Page 86
... Cosn. Components of the net periodic benefit cost related to the Company's qualified pension plans and post-retirement healthcare plans for the years ended December 31, 201S, 2013 and 2012 are as follows (in thousands): Qualified Pension Plans Year Ended Degember 31, 2014 Year Ended Degember 31... -
Page 87
... the net liability and the net periodic benefit cost recognized for the qualified pension plans and post-retirement healthcare plans by the Company are, in part, based on assumptions made by management. These assumptions include, among others, the discount rate applied to estimated future cash flows... -
Page 88
... weighted average assumptions used in determining projected benefit obligations are as follows: Degember 31, 2014 Degember 31, 2013 Qualified Pension Plans: Discount rate Rate of compensation increase (a) Post-retirement Healthcare Plans: Discount rate Rate of compensation increase (a) S.1S% S.00... -
Page 89
...liability. This act contained a pension funding stabilization provision which allows pension plan sponsors to use higher interest rate assumptions when determining funded status and funding obligations. As a result, the Company's 2015 minimum required pension plan contribution is significantly lower... -
Page 90
... of the Company's statutory tax rate to its effective tax rate is presented below (in percentages): Years Ended Degember 31, 2014 2013 2012 Statutory federal ingome tax (benefit) rate ntate income tax (benefit) expense, net of federal income tax (benefit) expense Restructuring charges Other, net... -
Page 91
... the Company had no alternative minimum tax credit carryover and had $S.8 million in state credit carryovers. Telecom Group completed an initial public offering on February 8, 2005, which resulted in an "ownership change" within the meaning of the United ntates federal income tax laws addressing NOL... -
Page 92
... the years ended December 31, 201S and 2013, respectively, includes changes in the fair value of the Company's cash flow hedges, actuarial losses and prior service credits related to the qualified pension and post-retirement healthcare plans arising during the respective periods and amortization of... -
Page 93
... that could be issued under outstanding stock options. The following table provides a reconciliation of the common shares used for basic earnings per share and diluted earnings per share: Years Ended Degember 31, 2014 2013 2012 Weighted average number of common shares used for basic earnings per... -
Page 94
... nince the Company incurred a net loss for the years ended December 31, 201S, 2013 and 2012, all potentially dilutive securities are anti-...-vested restricted stock and stock options issued under the Long Term Incentive Plan (as defined hereinafter in note (15) "ntock-Based Compensation"). (14)... -
Page 95
... the Company had $3.3 million of stock-based compensation cost related to non-vested awards that will be recognized over a weighted average period of 1.83 years, all of which is related to awards granted under the FairPoint Communications, Inc. Amended and Restated 2010 Long Term Incentive Plan (the... -
Page 96
... to the lack of historical exercise behavior of the Company's employees. (2) For all stock options granted during 2012, 2013 and 201S, no dividends are planned to be paid over the contractual term of the stock options resulting in the use of a zero expected dividend rate. (3) The expected volatility... -
Page 97
... stock which vested during the year ended December 31, 201S, 2013 and 2012 was $3.S million, $2.S million and $2.1 million, respectively. (16) Business Congentrations Geographic As of December 31, 201S, approximately 85% of the Company's access line equivalents were located in Maine, New Hampshire... -
Page 98
... Leases Operating Leases Year ending December 31: 2015 2016 2017 2018 2019 Thereafter Total minimum lease payments Less: interest and executory cost Present value of minimum lease payments Less: current installments Long-term obligations at Degember 31, 2014 $ $ $ 700 586 39S 161 68 - 1,909 (320... -
Page 99
... a defendant in approximately 16 lawsuits filed by two long distance communications companies, who have collectively filed over 60 lawsuits arising from switched access charges for calls originating and terminating within the same wireless major trading area. At this time, an estimate of the impact... -
Page 100
...changes to the Company's employee benefits resulting from the collective bargaining agreements, the pension and post-retirement healthcare plans will be remeasured and adjusted in the first quarter of 2015. The Company expects this to result in a decrease in the associated liabilities. Had the terms... -
Page 101
...EXECUTIVE OFFICERS TND CORPORTTE GOVERNTNCE The information...Equity, Related ntockholder Matters and Issuer Purchases of Equity necurities-necurities Authorized for Issuance under Equity Compensation Plans" included elsewhere in this Annual Report. The information... FEES TND SERVICES The information ... -
Page 102
... Financial Snanemenns The financial statements filed as part of this Annual Report are listed in the index to the financial statements under "Item 8. Financial ntatements and nupplementary Data" included elsewhere in this Annual Report, which index to the financial statements is incorporated herein... -
Page 103
...of 193S, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FAIRPOINT COMMUNICATIONn, INC. By: /s/ Paul H. nunu Paul H. nunu, Chief Executive Officer and Director Date: March S, 2015 Pursuant to the requirements of the necurities... -
Page 104
... Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code.(1) Ninth Amended and Restated Certificate of Incorporation of FairPoint.(2) necond Amended and Restated By Laws of FairPoint.(2) Warrant Agreement, dated as of January 2S, 2011, by and between FairPoint and The Bank of New York... -
Page 105
... Period Beginning January 1, 2015 for employees relating to the FairPoint Communications, Inc. Amended and Restated 2010 Long Term Incentive Plan. †(26) Form of Restricted nhare Award Agreement relating to the FairPoint Communications, Inc. 2010 Long Term Incentive Plan.†(1) Form of Non... -
Page 106
... reference to the Quarterly Report on Form 10-Q of FairPoint for the period ended March 31, 2013. Incorporated by reference to the Quarterly Report on Form 10-Q of FairPoint for the period ended neptember 30, 2013. Incorporated by reference to the Annual Report on Form 10-K of FairPoint for the year... -
Page 107
... by reference to the Current Report on Form 8-K of FairPoint filed on July 2, 201S. Incorporated by reference to the Quarterly Report on Form 10-Q of FairPoint for the period ended June 30, 201S. Incorporated by reference to the Current Report on Form 8-K of FairPoint filed on January 22, 2015. 10S -
Page 108
...any bsnsfits providsd undsr ths Company's smployss bsnsfit plans upon a tsrmination of smploymsnt, in accordancs with ths tsrms containsd thsrsin, and (iv) any amounts payabls undsr ths FairPoint Communications, Inc. Amsndsd and Rsstatsd 2010 Long Tsrm Incsntivs Plan ("LTIP"), in accordancs with ths... -
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... othsr plans mads availabls gsnsrally to ssnior sxscutivss of ths Company, including but not limitsd to ths LTIP, subjsct to ths tsrms and conditions as may bs sstablishsd from tims to tims by ths Compsnsation Committss and communicatsd to Exscutivs. Upon ths occurrsncs of a Changs in Control, all... -
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..., or similar action taksn by Exscutivs without ths prior writtsn conssnt of ths Company in rsspsct of any such lawsuit or othsr claim shall not bs subjsct to indsmnification hsrsundsr. Ssction 5. Employee Benefits. During ths Tsrm of Employmsnt, Exscutivs shall bs sntitlsd to participats in hsalth... -
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...; Any unpaid Annual Bonus in rsspsct... ths cost of ...Company bsnsfit plans, such amounts to bs paid in accordancs with ths Company's rsgular payroll practicss; and (y) (z) (D) if any such tsrmination is within six (6) months bsfors or six (6) months aftsr a Changs in Control, ths amount payabls... -
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... ths sams conditions on paymsnt and bsnsfits as dsscribsd in Ssction 8(d) hsrsof; providsd, howsvsr, that Exscutivs shall also bs sntitlsd to accslsratsd vssting of ths nsxt tranchs of bsnsfits payabls undsr ths LTIP. Following such tsrmination of Exscutivs's smploymsnt by Exscutivs with Good Rsason... -
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... with ths Company, Exscutivs will not uss any confidsntial or propristary information shs may ... bs rsquirsd by law. Exscutivs acknowlsdgss and rsprsssnts that ths Company has not providsd...in no svsnt whatsosvsr shall ths Company or any msmbsr of ths Company Group bs liabls for any additional tax... -
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... CONSTRUED UNDER THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT REGARD TO CONFLICT OF LAWS RULES. ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR CLAIM OF BREACH HEREOF SHALL BE BROUGHT EXCLUSIVELY IN FEDERAL COURT IN THE STATE OF NORTH CAROLINA. BY EXECUTION OF THE AGREEMENT... -
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..., rsssarch, or dsvslopmsnt of ths Company, or to ths Company's tschnical data, trads sscrsts, or know-how, including, but not limitsd to, rsssarch, product plans, or othsr information rsgarding ths Company's products or ssrvicss and marksts, customsr lists, and customsrs (including, but not limitsd... -
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... Company Group product or procsss any dsvslopmsnt, original work ...assist ths Company, or its dssignss, at ths Company's sxpsnss, in svsry way to sscurs ths rights of ths Company Group in ths Dsvslopmsnts and any copyrights, patsnts, tradsmarks, ssrvics marks, databass rights, domain namss, mask work... -
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...Florida, Mains, Nsw Hampshirs, North Carolina, or Vsrmont. (iii) "Intsrfsring Activitiss" shall msan (A) sncouraging, soliciting, or inducing, or in any mannsr attsmpting to sncourags, solicit, or inducs, any Psrson smploysd by, or providing consulting ssrvicss to, any msmbsr of ths Company Group to... -
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... to disclosurss rsquirsd by applicabls law, rsgulation, or ordsr of a court or govsrnmsntal agsncy. Ssction 6. Reasonableness of Restrictions. I acknowlsdgs and rscognizs ths highly compstitivs naturs of ths Company's businsss, that accsss to Confidsntial Information rsndsrs ms spscial and uniqus... -
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... UNDER THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT REGARD TO CONFLICT OF LAWS RULES. ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS NONINTERFERENCE AGREEMENT OR CLAIM OF BREACH HEREOF SHALL BE BROUGHT EXCLUSIVELY IN FEDERAL COURT IN THE STATE OF NORTH CAROLINA. BY EXECUTION OF THE... -
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... Long Distance, Inc. Illinois Community Service Telephone Co. Maine Sidney Telephone Company Maine Utilities, Inc. Maine China Telephone Company Maine Maine Telephone Company Maine Standish Telephone Company Maine UI Long Distance, Inc. Maine Berkshire Telephone Corporation New York Berkshire Cable... -
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...Carrier Services, Inc. Delaware (f/k/a FairPoint Communications Solutions Corp., f/k/a FairPoint Communications Corp.) FairPoint Broadband, Inc. Delaware Northern New England Telephone Operations LLC Delaware Telephone Operating Company of Vermont LLC Delaware Enhanced Communications of Northern New... -
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... of FairPoint Communications, Inc. and subsidiaries, and the effectiveness of internal control over financial reporting of FairPoint Communications, Inc. and subsidiaries included in this Annual Report (Form 10-K) for the year ended December 31, 2014. /s/ Ernst & Young LLP Charlotte, North Carolina... -
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..., summarize and report financial information; and (ii) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. Date: March 4, 2015 /s/ Paul H. Sunu Paul H. Sunu Chief Executive Officer -
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..., summarize and report financial information; and (ii) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. Date: March 4, 2015 /s/ Ajay Sabherwal Ajay Sabherwal Chief Financial Officer -
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... OF 2002 In connection with the Annual Report on Form 10-K of FairPoint Communications, Inc. (the "Company") for the year ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Paul H. Sunu, Chief Executive Officer of the Company, certify... -
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... OF 2002 In connection with the Annual Report on Form 10-K of FairPoint Communications, Inc. (the "Company") for the year ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ajay Sabherwal, Chief Financial Officer of the Company, certify... -
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... debt or equity securities the Company may issue from time to time, such as bonds, preferred stock and convertible debentures, as well as to derivative securities relating to the Company's securities, whether or not issued by the Company, such as exchange-traded options. It applies to all employees... -
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...changes; Stock splits and stock repurchase programs; New equity or debt offerings; Significant litigation exposure due to actual or threatened litigation; and Changes in senior management. "Material Nonpublic Information" is material information that has not been previously disclosed to the general... -
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... person make recommendations or express opinions on the basis of Material Nonpublic Information as to trading in the Company's securities. 3. Confidentiality of Nonpublic Information. Nonpublic information relating to the Company is the property of the Company and the unauthorized disclosure of such... -
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...Period is to help establish a diligent effort to avoid any improper transactions. Trading in the Company's securities outside a Blackout Period should not be considered a "safe harbor", and all employees, officers and directors and other persons subject to this Policy should use good judgment at all... -
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... must contact the Company's Insider Trading Compliance Officer not less than two (2) business days prior to commencing any trade in the Company's securities. This pre-clearance requirement applies to any transaction or transfer involving the Company's securities, including a stock plan transaction... -
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...'s Company stock fund balance and (d) an election to pre-pay a plan loan if the prepayment will result in allocation of loan proceeds to the Company stock fund. 13. Employee Stock Purchase Plan. This Policy does not apply to purchases of Company stock in the Company's employee stock purchase plan... -
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the Company's business partners with the same care required with respect to information related directly to the Company. Section 16 Liability - Directors and Officers Certain officers and all directors of the Company must also comply with the reporting obligations and limitations on shortswing ... -
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..., only the executive officers who have been authorized to engage in communications with the public may disclose information to the public regarding the Company and its business activities and financial affairs. The public includes, without limitation, research analysts, portfolio managers, financial... -
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... the Company's Insider Trading Compliance Officer at the following address: General Counsel FairPoint Communications, Inc. 521 E. Morehead Street, Suite 500 Charlotte, NC 28202 Telephone: (704) 227-3662 E-mail: [email protected] and [email protected] Certifications All employees, officers and... -
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... of 10,000 shares of common stock through NASDAQ, privately negotiated sale of warrants for the purchase of 5,000 shares of common stock, etc The undersigned is not in possession of Material Nonpublic Information (as defined in the Insider Trading Policy) about the Company and will not enter into... -
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