<Page>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

------------------------

FORM 10-Q

(MARK ONE)

<Table>

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934.
</Table>

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002.
OR

<Table>

/ / 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>

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
(Address of Principal Executive (Zip Code)
Offices)
</Table>

(704) 344-8150

(Registrant's telephone number, including area code)

------------------------

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 / /

As of May 10, 2002, the registrant had outstanding 45,850,002 shares of
Class A common stock and 4,269,440 shares of Class C common stock.

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<Page>
FAIRPOINT COMMUNICATIONS, INC.

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2002

INDEX

<Table>
<Caption>
PAGE
--------

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements........................................ 3

Condensed Consolidated Balance Sheets as of March 31, 2002
and December 31, 2001..................................... 3

Condensed Consolidated Statements of Operations for the
three months ended
March 31, 2002 and 2001................................... 4

Condensed Consolidated Statements of Comprehensive Income
(Losses) for the three months ended March 31, 2002 and
2001...................................................... 5

Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2002 and 2001................ 6

Notes to Condensed Consolidated Financial Statements........ 7

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 16

Item 3A. Quantitative and Qualitative Disclosures About Market
Risk...................................................... 24

Signatures.................................................. 25

PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders......... 26

Item 5. Other Information........................................... 26

Item 6. Exhibits and Reports on Form 8-K............................ 26
</Table>

2
<Page>
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
MARCH 31, DECEMBER 31,
2002 2001
----------- ------------
(UNAUDITED)
(DOLLARS IN THOUSANDS)

ASSETS
Current assets:
Cash...................................................... $ 6,297 3,063
Accounts receivable....................................... 30,443 30,949
Other..................................................... 5,329 7,098
Net assets of discontinued operations..................... 10,314 25,997
--------- --------
Total current assets........................................ 52,383 67,107
--------- --------
Property, plant, and equipment, net......................... 275,812 283,280
--------- --------
Other assets:
Investments............................................... 48,260 48,941
Goodwill, net of accumulated amortization................. 454,306 454,306
Deferred charges and other assets......................... 20,371 21,381
--------- --------
Total other assets.......................................... 522,937 524,628
--------- --------
Total assets................................................ $ 851,132 875,015
========= ========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable.......................................... $ 16,742 18,089
Current portion of long-term debt and other long-term
liabilities............................................. 7,222 6,759
Demand notes payable...................................... 447 464
Accrued interest payable.................................. 22,784 10,882
Other accrued liabilities................................. 12,999 13,971
Net liabilities of discontinued operations................ 31,533 160,376
--------- --------
Total current liabilities................................... 91,727 210,541
--------- --------
Long-term liabilities:
Long-term debt, net of current portion.................... 875,201 776,279
Net liabilities of discontinued operations................ 8,271 9,735
Deferred credits and other long-term liabilities.......... 21,316 23,817
--------- --------
Total long-term liabilities................................. 904,788 809,831
--------- --------
Minority interest........................................... 17 17
--------- --------
Common stock subject to put options......................... 3,136 4,136
--------- --------
Stockholders' deficit:
Common stock.............................................. 499 499
Additional paid-in capital................................ 217,739 217,936
Accumulated other comprehensive loss...................... (6,577) (2,247)
Accumulated deficit....................................... (360,197) (365,698)
--------- --------
Total stockholders' deficit................................. (148,536) (149,510)
--------- --------
Total liabilities and stockholders' equity.................. $ 851,132 875,015
========= ========
</Table>

3
<Page>
FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31,
-------------------
2002 2001
-------- --------
(DOLLARS IN
THOUSANDS)

Revenues.................................................... $58,425 56,940
------- -------
Operating expenses:
Network operating costs................................... 17,023 15,583
Selling, general and administrative....................... 9,500 10,663
Depreciation and amortization............................. 11,784 13,839
Stock-based compensation.................................. (197) --
------- -------
Total operating expenses.................................... 38,110 40,085
------- -------
Income from operations...................................... 20,315 16,855
------- -------
Other income (expense):
Net gain on sale of investments........................... 355 --
Interest and dividend income.............................. 613 573
Interest expense.......................................... (17,536) (24,452)
Other, net................................................ 1,965 925
------- -------
Total other expense......................................... (14,603) (22,954)
------- -------
Earnings (loss) from continuing operations before income
taxes..................................................... 5,712 (6,099)
Income tax expense.......................................... (211) (319)
Minority interest in income of subsidiaries................. -- (1)
------- -------
Earnings (loss) from continuing operations.................. 5,501 (6,419)
------- -------
Discontinued operations:
Loss from discontinued competitive communications
operations.............................................. -- (52,545)
------- -------
Loss from discontinued operations........................... -- (52,545)
------- -------
Net earnings (loss)......................................... $ 5,501 (58,964)
======= =======
</Table>

4
<Page>
FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSSES)

(UNAUDITED)

<Table>
<Caption>
THREE MONTHS ENDED MARCH 31,
-----------------------------------------
2002 2001
------------------- -------------------
(DOLLARS IN THOUSANDS)

Net earnings (loss)....................................... $ 5,501 (58,964)

Other comprehensive income (loss):

Available-for-sale securities:

Unrealized holding losses arising during period....... (4,387) (53)

Less reclassification for gain included in net
earnings............................................ (315) (4,702) (53)

Cash flow hedges:

Cumulative effect of a change in accounting
principle........................................... $ -- (4,664)

Reclassification adjustment........................... 372 372 380 (4,284)
------- ------- ------ -------

Other comprehensive loss.................................. (4,330) (4,337)
------- -------

Comprehensive income (loss)............................... $ 1,171 (63,301)
======= =======
</Table>

5
<Page>
FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31,
-------------------
2002 2001
-------- --------
(DOLLARS IN
THOUSANDS)

Cash flows from operating activities:
Net earnings (loss)....................................... $ 5,501 (58,964)
------- -------
Adjustments to reconcile net earnings (loss) to net cash
provided by
operating activities of continuing operations:
Loss from discontinued operations....................... -- 52,545
Amortization of debt issue costs........................ 730 1,388
Depreciation and amortization........................... 11,784 13,839
Other non cash items.................................... (4,463) 4,109
Changes in assets and liabilities arising from
operations:
Accounts receivable and other current assets.......... 1,745 340
Accounts payable and accrued expenses................. 9,631 2,091
------- -------
Total adjustments................................... 19,427 74,312
------- -------
Net cash provided by operating activities of
continuing operations........................... 24,928 15,348
------- -------
Cash flows from investing activities of continuing
operations:
Net capital additions..................................... (4,014) (7,697)
Other, net................................................ 2,777 1,236
------- -------
Net cash used in investing activities of continuing
operations............................................ (1,237) (6,461)
------- -------
Cash flows from financing activities of continuing
operations:
Loan origination costs.................................... (42) (1,210)
Proceeds from issuance of long-term debt.................. 11,630 94,525
Repayments of long-term debt.............................. (30,987) (38,360)
Other, net................................................ (1,001) (980)
------- -------
Net cash provided by (used in) financing activities of
continuing operations................................. (20,400) 53,975
------- -------
Net cash contributed from continuing operations to
discontinued operations............................... (57) (60,964)
------- -------
Net increase in cash.................................... 3,234 1,898
Cash, beginning of period................................... 3,063 4,131
------- -------
Cash, end of period......................................... $ 6,297 6,029
======= =======
</Table>

6
<Page>
FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(1) ORGANIZATION AND BASIS OF FINANCIAL REPORTING

In the opinion of our management, the accompanying financial statements
reflect all adjustments, consisting of normal recurring adjustments, necessary
for a fair presentation of results of operations, financial position, and cash
flows. The results of operations for the interim periods are not necessarily
indicative of the results of operations which might be expected for the entire
year. The condensed consolidated financial statements should be read in
conjunction with the Company's 2001 Annual Report on Form 10-K. Certain amounts
from 2001 have been reclassified to conform to the current period presentation.

(2) DISCONTINUED OPERATIONS AND RESTRUCTURE CHARGES

In November 2001, the Company announced its plan to discontinue the
competitive communications business operations of its wholly-owned subsidiary,
FairPoint Communications Solutions Corp. ("FairPoint Solutions").

Prior to the Company's decision to discontinue FairPoint Solutions'
competitive communication business, FairPoint Solutions entered into an
agreement on October 19, 2001, to sell certain assets of its competitive
communications operations relating to its business and operations in the
northwest United States to Advanced TelCom, Inc., a wholly-owned subsidiary of
Advance TelCom Group, Inc ("ATG"). The sale of these assets was completed on
December 10, 2001. The transition of customers to ATG was completed in
April 2002.

On November 7, 2001, FairPoint Solutions entered into an agreement with
Choice One Communications Inc. ("Choice One") and certain affiliates of Choice
One to sell certain assets of its competitive communications operations relating
to its business and operations in the northeast United States. The sale of these
assets was completed on December 19, 2001. Included in the terms of the Choice
One sales agreement was an opportunity for FairPoint Solutions to earn
additional restricted shares of Choice One common stock based on the number of
access lines converted to the Choice One operating platform. FairPoint Solutions
has been advised that it has earned an additional 1,000,000 restricted shares of
Choice One common stock under these provisions, bringing the total shares
received to 3,500,000. The 1,000,000 additional shares earned will be recognized
as a gain within discontinued operations when received during the second quarter
of 2002. The transition of customers to Choice One was completed in April 2002.

In connection with the sale of assets to Choice One, on November 7, 2001,
the Company announced the cessation of the competitive communications business
of FairPoint Solutions and notified its remaining customers in the Southwest,
Southeast and mid-Atlantic competitive markets to find alternative carriers. The
transition of customers to alternative carriers was completed in April 2002.

As a result of the adoption of the plan to discontinue the operations of the
competitive communications operations, these operating results are presented as
discontinued operations. The financial results of the competitive operations are
presented in the condensed consolidated statements of operations as losses from
discontinued competitive communications operations.

On November 28, 2001, FairPoint Solutions completed an amendment to the
FairPoint Solutions Credit Facility, pursuant to which FairPoint Solutions'
lenders waived certain restrictions with respect to the sale by FairPoint
Solutions of certain of its northwest assets to ATG. On December 19, 2001,
FairPoint Solutions completed another amendment to this credit facility which
provided for such lenders' consent to the sale of certain of FairPoint
Solutions' northeast assets to Choice One and for

7
<Page>
FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

(2) DISCONTINUED OPERATIONS AND RESTRUCTURE CHARGES (CONTINUED)
the lenders' forbearance, until March 31, 2002, from exercising their remedies
under the FairPoint Solutions Credit Facility for certain enumerated potential
covenant breaches and potential events of default thereunder.

On May 10, 2002, FairPoint Solutions entered into an Amended and Restated
Credit Agreement with its lenders to restructure the obligations of FairPoint
Solutions and its subsidiaries under the FairPoint Solutions Credit Facility. In
connection with such restructuring, (i) FairPoint Solutions paid certain of its
lenders $5.0 million to satisfy $7.0 million of the obligations under the
FairPoint Solutions Credit Facility, (ii) the lenders converted approximately
$93.9 million of the loans and obligations under the FairPoint Solutions Credit
Facility into shares of the Company's Series A Preferred Stock having a
liquidation preference equal to the amount of the loans and obligations under
the FairPoint Solutions Credit Facility, and (iii) the remaining loans under the
FairPoint Solutions Credit Facility and FairPoint Solutions' obligations under
its swap arrangements were converted into $27.9 aggregate principal amount of
new term loans.

In the second quarter the Company will record a gain in discontinued
operations of approximately $17.5 million for the extinguishment of debt and
settlement of its interest rate swap agreements. The gain represents the
difference between the carrying value of $128.8 million of retired debt and
related swap obligations and the sum of the aggregate value of the cash paid
($5.0 million) plus principal amount of new term loans ($27.9 million) plus the
estimated fair value of the Company's Series A Preferred Stock issued
(approximately $78.4 million).

The converted loans under the new FairPoint Solutions Amended and Restated
Credit Agreement consist of two term loan facilities: (i) Tranche A Loans in the
aggregate principal amount of approximately $8.7 million and (ii) Tranche B
Loans in the aggregate principal amount of approximately $19.2 million, each of
which matures in May, 2007. Interest on the new loans is payable monthly and
accrues at a rate of 8% per annum; provided, however, that upon an event of
default the interest rate shall increase to 10% per annum. Interest on the
Tranche A Loans must be paid in cash and interest on Tranche B Loans may be
paid, at the option of FairPoint Solutions, either in cash or in kind. The
principal of the Tranche A Loans is due at maturity and the principal of the
Tranche B Loans is payable as follows: (a) $2,062,000 is due on September 30,
2004; (b) $4,057,000 is due on September 30, 2005; (c) $5,372,000 is due on
September 30, 2006; and (d) the remaining principal balance is due at maturity.

The loans under the new FairPoint Solutions Amended and Restated Credit
Agreement are guaranteed by certain of FairPoint Solutions' subsidiaries and are
secured by substantially all of the assets of FairPoint Solutions and its
subsidiaries. The Company has not guaranteed the debt owed to the lenders under
the new FairPoint Solutions Amended and Restated Credit Agreement nor does the
Company have any obligation to invest any additional funds in FairPoint
Solutions. Further, our Credit Facility and the indentures governing our senior
subordinated notes contain significant restrictions on the Company's ability to
make investments in FairPoint Solutions. Under a tax sharing agreement, the
Company is obligated to reimburse FairPoint Solutions for any tax benefits it
receives from net operating losses generated by FairPoint Solutions.

Voluntary prepayments of the new loans may be made at any time without
premium or penalty. FairPoint Solutions is also required to make mandatory
prepayments of principal from certain sources including the net proceeds from
asset sales and from excess cash flow generated by the long distance business.

8
<Page>
FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

(2) DISCONTINUED OPERATIONS AND RESTRUCTURE CHARGES (CONTINUED)
Upon an event of default under the new FairPoint Solutions Amended and
Restated Credit Agreement and the acceleration of the loans thereunder, at the
option of the relevant lender, such loans may be converted into the Company's
Series A Preferred Stock pursuant to the terms of the Amended and Restated
Preferred Stock Issuance and Capital Contribution Agreement dated as of May 10,
2002 (the "Preferred Stock Issuance Agreement") by and among the Company, the
Administrative Agent and the lenders.

The Series A Preferred Stock issued to the lenders in connection with the
debt restructure, and any Series A Preferred Stock issuable pursuant to the
Preferred Stock Issuance Agreement, is non-voting, except as required by
applicable law, and is not convertible into common stock of the Company. The
Series A Preferred Stock provides for the payment of dividends at a rate equal
to 17.428% per annum. Dividends on the Series A Preferred Stock are payable, at
the option of the Company, either in cash or in additional shares of Series A
Preferred Stock. The Company has the option to redeem any outstanding Series A
Preferred Stock at any time. The redemption price for such shares is payable in
cash in an amount equal to $1,000 per share plus any accrued but unpaid
dividends thereon (the "Preference Amount"). Under certain circumstances, the
Company would be required to pay a premium of up to 6% of the Preference Amount
in connection with the redemption of the Series A Preferred Stock. In addition,
upon the occurrence of certain events, such as (i) a merger, consolidation,
sale, transfer or disposition of at least 50% of the assets or business of the
Company and its subsidiaries, (ii) a public offering of the Company's common
stock which yields in the aggregate at least $175.0 million, or (iii) the first
anniversary of the maturity of the Company's senior subordinated notes (which
first anniversary will occur in May 2011), the Company would be required to
redeem all outstanding shares of the Series A Preferred Stock at a price per
share equal to the Preference Amount.

Under the provisions of SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN
ENTERPRISE AND RELATED INFORMATION, the Company had previously reported two
segments: traditional telephone operations and competitive communications
operations. The traditional telephone operations provide local, long distance
and other communications services to customers in rural communities in which
competition is currently limited for local telecommunications services. The
competitive communications operations provided local, long distance, and other
communication services to customers in markets outside of the Company's
traditional telephone markets. The Company's reportable segments were strategic
business units that offered similar telecommunications related products and
services in different markets. They were managed separately because each segment
required different marketing and operational strategies related to the provision
of local and long distance communications services. The Company utilized certain
information for purposes of making decisions about allocating resources to a
segment and assessing a segment's performance. This information included net
earnings (loss) plus interest expense, income taxes, depreciation and
amortization, and non-cash stock-based compensation charges (EBITDA) and capital
expenditures.

9
<Page>
FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

(2) DISCONTINUED OPERATIONS AND RESTRUCTURE CHARGES (CONTINUED)
Selected information from discontinued operations for the three months ended
March 31, 2001 follows:

<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31,
2001
----------------------
(DOLLARS IN THOUSANDS)

Revenue..................................................... $ 18,898
========
Operating loss.............................................. $(46,526)
========
Loss from discontinued operations........................... $(52,545)
========
EBITDA...................................................... $(44,515)
========
Capital expenditures........................................ $ 28,788
========
</Table>

A reconciliation of EBITDA to loss from discontinued operations follows:

<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31,
2001
----------------------
(DOLLARS IN THOUSANDS)

EBITDA...................................................... $(44,515)
Depreciation and amortization............................. (2,361)
Interest expense.......................................... (6,410)
Stock-based compensation.................................. 741
--------
Loss from discontinued operations........................... $(52,545)
========
</Table>

Net assets and liabilities of discontinued operations as of March 31, 2002
and December 31, 2001 follow:

<Table>
<Caption>
MARCH 31, DECEMBER 31,
2002 2001
----------- ------------
(UNAUDITED)
(DOLLARS IN THOUSANDS)

Cash........................................................ $ -- 9,442
Accounts receivable......................................... 6,550 8,612
Prepaid and other........................................... 97 43
Investments available-for-sale.............................. 3,667 7,900
-------- --------
Net current assets of discontinued operations............. 10,314 25,997
-------- --------
Bank overdrafts............................................. (518) --
Accounts payable............................................ (5,887) (8,857)
Accrued liabilities......................................... (13,436) (22,308)
Accrued interest payable.................................... (982) (471)
Restructuring accrual....................................... (3,354) (2,575)
Accrued property taxes...................................... (356) (365)
Current portion of long-term debt........................... (7,000) (125,800)
-------- --------
Net current liabilities of discontinued operations........ (31,533) (160,376)
-------- --------
Long-term liabilities of discontinued operations............ (8,271) (9,735)
-------- --------
Net liabilities of discontinued operations................ $(29,490) (144,114)
======== ========
</Table>

10
<Page>
FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

(2) DISCONTINUED OPERATIONS AND RESTRUCTURE CHARGES (CONTINUED)
As of March 31, 2002, approximately $118.8 million of debt has been
reclassified to long-term debt to reflect the amount of debt that has been
subsequently refinanced through the issuance of the Company's Series A Preferred
Stock and the long-term debt that will be serviced through continuing
operations. At December 31, 2001, FairPoint Solutions' outstanding debt
($125.8 million) and the fair value of its interest rate swaps ($3.2 million)
was classified in net current liabilities of discontinued operations.

On January 1, 2002, the Company adopted the provisions of Statement of
Financial Accounting Standards (SFAS) No. 144, ACCOUNTING FOR THE IMPAIRMENT OR
DISPOSAL OF LONG-LIVED ASSETS (SFAS No. 144). SFAS No. 144 addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
Based on the provisions of SFAS No. 144, the assets and liabilities related to
the discontinued competitive communications operations are presented separately
in the asset and liability sections, respectively, on the accompanying
March 31, 2002 consolidated balance sheet. The December 31, 2001 consolidated
balance sheet has been reclassified for comparative purposes. There was no
change to the measurement of the Company's provisions for discontinued
operations as the Company initiated its plan of disposal prior to December 31,
2001.

In December 2000, the Company initiated a realignment and restructuring of
its competitive communications business, which resulted in the Company recording
an initial charge of approximately $16.5 million.

Of the initial restructuring charge, approximately $3.3 million related to
employee termination benefits and other employee termination related costs. The
Company terminated approximately 360 positions in December 2000. These
reductions resulted from organizational changes within the operations and sales
offices of FairPoint Solutions, including closing facilities in several states.
The operation centers in Birmingham, Alabama and Dallas, Texas were closed and
consolidated to FairPoint Solutions' central operating facility in Albany, New
York. FairPoint Solutions also closed 15 of 41 district sales offices, including
all those in the southeast and southwest regions of the United States.

The restructuring charge included approximately $10.3 million in contractual
obligations for equipment, occupancy, and other lease terminations and other
facility exit costs incurred as a direct result of this plan. The restructuring
charge also included approximately $2.9 million, net of salvage value, for the
write down of property, plant, and equipment. These assets primarily included
leasehold improvements, furniture, and office equipment. Estimated salvage
values were based on estimates of proceeds upon sale of certain of the affected
assets. There were also approximately $0.1 million of other incremental costs
incurred as a direct result of the restructuring plan.

In the first quarter of 2001, the Company completed its plans for the
restructuring of operations at FairPoint Solutions, which resulted in recording
a charge of approximately $33.6 million. Of the total first quarter 2001
restructuring charge, approximately $3.4 million related to employee termination
benefits and other employee termination related costs. The Company terminated
approximately 365 positions in January 2001. Certain positions were eliminated
at the central operating facility in Albany, New York and at the corporate
office in Charlotte, North Carolina. In addition, another 11 sales offices were
closed and staff at the remaining sales offices was reduced.

The restructure charge in the first quarter of 2001 included approximately
$12.2 million in contractual obligations for equipment, occupancy, and other
lease terminations and other facility exit costs incurred as a direct result of
the plan. The restructuring charge also included approximately $17.9 million,
net of salvage value, for the write down of property, plant, and equipment.
There were

11
<Page>
FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

(2) DISCONTINUED OPERATIONS AND RESTRUCTURE CHARGES (CONTINUED)
also approximately $0.1 million of other incremental costs incurred as a direct
result of the restructuring plan.

At December 31, 2001, the remaining restructuring liabilities were limited
to contractual obligations related to equipment and lease terminations. These
liabilities were re-evaluated and the original obligation of approximately
$22.5 million was increased by approximately $1.9 million. The original
estimates associated with the other obligations were adjusted as reflected in
the following table and the obligations were satisfied as of December 31, 2001.

Selected information relating to the restructuring charge follows:

<Table>
<Caption>
EQUIPMENT, WRITE DOWN
EMPLOYEE OCCUPANCY, AND OF PROPERTY,
TERMINATION OTHER LEASE PLANT, AND
BENEFITS TERMINATIONS EQUIPMENT OTHER TOTAL
----------- -------------- ------------ -------- --------
(DOLLARS IN THOUSANDS)

Restructure charge......................... $ 3,271 10,252 2,854 108 16,485
Write down of assets to net realizable
value.................................... -- -- (2,854) -- (2,854)
Cash payments.............................. (243) (45) -- -- (288)
------- ------- ------- ---- -------
Restructuring accrual as of December 31,
2000..................................... 3,028 10,207 -- 108 13,343
Restructure charge......................... 3,416 12,180 17,916 95 33,607
Write down of assets to net realizable
value.................................... -- -- (16,696) -- (16,696)
Adjustments from initial estimated
charges.................................. (91) 1,916 (1,220) 59 664
Cash payments.............................. (6,353) (11,993) -- (262) (18,608)
------- ------- ------- ---- -------
Restructuring accrual as of December 31,
2001..................................... -- 12,310 -- -- 12,310
Cash payments.............................. -- (899) -- -- (899)
------- ------- ------- ---- -------
Restructuring accrual as of March 31,
2002..................................... $ -- 11,411 -- -- 11,411
======= ======= ======= ==== =======
</Table>

(3) INTEREST RATE SWAP AGREEMENTS

The Company assesses interest rate cash flow risk by continually identifying
and monitoring changes in interest rate exposures that may adversely impact
expected future cash flows and by evaluating hedging opportunities. The Company
maintains risk management control systems to monitor interest rate cash flow
risk attributable to both the Company's outstanding or forecasted debt
obligations.

The Company uses variable and fixed-rate debt to finance its operations. The
variable-rate debt obligations expose the Company to variability in interest
payments due to changes in interest rates. Management believes it is prudent to
limit the variability of a portion of its interest payments. To meet this
objective, management enters into interest rate swap agreements to manage
fluctuations in cash flows resulting from interest rate risk. As of March 31,
2002, the Company's continuing operations has seven interest rate swap
agreements with a combined notional amount of $225.0 million with expiration
dates ranging from May 2003 through May 2004.

The change in the fair value of the interest rate swap agreements during the
three months ended March 31, 2002 of approximately $2.2 million has been
recorded in the statement of operations as a non-cash reduction to interest
expense. For the comparable period ended March 31, 2001, the change in the fair
value of the swap agreements of $4.8 million was recorded as a non-cash increase
to interest expense. In addition, approximately $0.4 million in each period has
been reclassified as interest expense

12
<Page>
FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

(3) INTEREST RATE SWAP AGREEMENTS (CONTINUED)
from the transition adjustment recorded in accumulated other comprehensive
income during the three month periods ended March 31, 2002 and 2001.

(4) ACQUISITIONS

On September 4, 2001, the Company acquired 100% of the common stock of
Marianna and Scenery Hill Telephone Company. On September 28, 2001, the Company
acquired certain assets of Illinois Consolidated Telephone Company. The
aggregate purchase price for these acquisitions was approximately
$23.5 million. These telephone properties have historically realized stable
operating results and positive cash flow margins. The acquisitions have been
accounted for using the purchase method of accounting for business combinations
and, accordingly, the acquired assets and liabilities have been recorded at
their estimated fair values at the dates of acquisition, and the results of
their operations have been included in the Company's consolidated financial
statements from the date of acquisition. The excess of the purchase price and
acquisition costs over the fair value of the net identifiable assets acquired
was approximately $14.4 million and has been recognized as goodwill.

The following unaudited pro forma information presents the combined results
of operations of the Company as though the acquisitions occurred on January 1,
2001. These results include certain adjustments, including increased interest
expense on debt related to the acquisitions, certain preacquisition transaction
costs, and related income tax effects. The pro forma financial information does
not necessarily reflect the results of operations as if the acquisitions had
been in effect at the beginning of the period or which may be attained in the
future.

<Table>
<Caption>
PRO FORMA THREE MONTHS
ENDED MARCH 31, 2001
----------------------
(DOLLARS IN THOUSANDS)
(UNAUDITED)

Revenues.................................................... $ 58,178
Loss from continuing operations............................. (6,207)
Net loss.................................................... (58,752)
</Table>

(5) LONG-TERM DEBT

13
<Page>
FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

(5) LONG-TERM DEBT (CONTINUED)
The converted loans under the new FairPoint Solutions Amended and Restated
Credit Agreement consist of two term loan facilities: (i) Tranche A Loans in the
aggregate principal amount of approximately $8.7 million and (ii) Tranche B
Loans in the aggregate principal amount of approximately $19.2 million, each of
which matures in May, 2007. Interest on the new loans is payable monthly and
accrues at a rate of 8% per annum; provided, however, that upon an event of
default the interest rate shall increase to 10% per annum. Interest on the
Tranche A Loans must be paid in cash and interest on Tranche B Loans may be
paid, at the option of FairPoint Solutions, either in cash or in kind. The
principal of the Tranche A Loans is due at maturity and the principal of the
Tranche B Loans is payable as follows: (a) $2,062,000 is due on September 30,
2004; (b) $4,057,000 is due on September 30, 2005; (c) $5,372,000 is due on
September 30, 2006; and (d) the remaining principal balance is due at maturity.

Upon an event of default under the new FairPoint Solutions Amended and
Restated Credit Agreement and the acceleration of the loans thereunder, at the
option of the relevant lender, such loans may be converted into the Company's
Series A Preferred Stock pursuant to the terms of the Amended and Restated
Preferred Stock Issuance and Capital Contribution Agreement dated as of May 10,
2002 (the "Preferred Stock Issuance Agreement") by and among the Company, the
Administrative Agent and the lenders.

14
<Page>
FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

(5) LONG-TERM DEBT (CONTINUED)
occur in May 2011), the Company would be required to redeem all outstanding
shares of the Series A Preferred Stock at a price per share equal to the
Preference Amount.

(6) ISSUANCE OF STOCK OPTIONS

In January 2002, the compensation committee of the Board of Directors of the
Company approved the grant of options to purchase 250,000 shares of common stock
of FairPoint. These options were granted under the MJD Communications, Inc.
Stock Incentive Plan and are exercisable at an exercise price of $7.00 per
share, which is the estimated fair market value of FairPoint's common stock.

In March 2002, the compensation committee approved the grant of options to
purchase 1,337,109 shares of common stock of FairPoint. These options were
granted under the 2000 Employee Stock Option Plan ("The 2000 Option Plan") and
are exercisable at an exercise price of $7.00 per share. The options have a term
of ten years. During the quarter ended March 31, 2002, 4,604 options under the
2000 Option Plan were forfeited.

(7) AMORTIZATION OF INTANGIBLE ASSETS

The Company adopted SFAS No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS (SFAS
No. 142), as of January 1, 2002. The Company ceased amortizing goodwill and
equity method goodwill on January 1, 2002. The Company performed a transitional
impairment test of goodwill. In performing that test, the Company first
identified its reporting units and determined the carrying value of each
reporting unit by assigning the assets and liabilities, including existing
goodwill and intangible assets, to those reporting units as of the date of
adoption. The Company determined that the carrying amount of a reporting unit
did not exceed its estimated fair value and, therefore, the Company did not
record an impairment loss.

As of the date of adoption of SFAS No. 142, the Company had unamortized
goodwill of approximately $454.3 million and equity method goodwill of
approximately $10.3 million. Amortization expense related to goodwill and equity
method goodwill was approximately $2.9 million and approximately $0.1 million,
respectively, for the three months ended March 31, 2001.

Following is the March 31, 2001 consolidated statement of operations,
adjusted as if SFAS No. 142 had been effective as of January 1, 2001:

<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31,
-------------------------
2002 2001
-------- --------
(DOLLARS IN THOUSANDS)

Reported earning (loss) from continuing operations.......... 5,501 (6,419)
Amortization of goodwill.................................... -- 3,047
----- ------
Adjusted earnings (loss) from continuing operations......... 5,501 (3,372)
===== ======
</Table>

As of the date of adoption, the Company had $1.8 million in covenants not to
compete that are intangible assets subject to amortization under SFAS 142. The
Company recorded amortization of $0.3 million for the three months ending
March 31, 2002. The Company will continue to amortize the covenants over their
remaining estimated useful lives and will record amortization of $0.7 million
over the remainder of 2002, $0.7 million during 2003, and $0.1 million during
2004.

15
<Page>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion and analysis provides information that our
management believes is relevant to an assessment and understanding of the
consolidated results of operations and financial condition of FairPoint
Communications, Inc. and its subsidiaries (collectively, the "Company" or
"FairPoint"). The discussion should be read in conjunction with the Company's
Consolidated Financial Statements for the year ended December 31, 2001 included
in the Company's Annual Report on Form 10-K.

Certain statements included in this document are forward-looking, such as
statements relating to estimates of operating and capital expenditure
requirements, future revenue and operating income, and cash flow and liquidity.
Such forward-looking statements are based on the Company's current expectations
and are subject to a number of risks and uncertainties that could cause actual
results in the future to differ significantly from results expressed or implied
in any forward-looking statements made by, or on behalf of, the Company. These
risks and uncertainties include, but are not limited to, uncertainties relating
to economic and business conditions, governmental and regulatory policies, and
the competitive environment in which the Company operates. These and other risks
are detailed below as well as in other documents filed by the Company with the
Securities and Exchange Commission.

OVERVIEW

We are a provider of telecommunications services to customers in rural
communities. We offer an array of services that include local voice, long
distance, data and Internet. We were incorporated in February 1991 for the
purpose of acquiring and operating rural telephone companies in rural markets.
Since our inception, we have acquired 29 such companies, which are located in 18
states.

All of our rural telephone company subsidiaries qualify as rural local
exchange carriers or "RLECs" under the Telecommunications Act of 1996. RLECs are
generally characterized by stable operating results, and strong cash flow
margins and primarily operate in 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 invested capital. In addition, because RLECs primarily serve sparsely
populated rural areas and small towns, competition from competitive local
exchange carriers, or "CLECs", is typically limited due to the generally
unfavorable economics of constructing and operating competitive systems in such
areas. We believe these attractive characteristics of the RLEC market, combined
with our ability to draw on our existing corporate resources, create the
opportunity to maintain and improve our operating results and cash flows.

In early 1998, we launched our CLEC enterprise through our wholly owned
subsidiary, FairPoint Solutions, in an effort to extend our service offering to
markets adjacent to our RLECs. In November 2001, we announced our plan to
discontinue our CLEC operations. For additional information about the Company's
decision to discontinue its CLEC operations, see the "Notes to the Condensed
Consolidated Financial Statements".

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 origination and/or termination of long distance
telephone calls both to and from our customers. Access charges to long
distance carriers and other customers are based on access rates filed with
the FCC for interstate services and state regulatory agencies for
intrastate services.

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<Page>
- Long distance services. We receive revenues for long distance services to
our retail and wholesale long distance customers.

- Data and Internet services. We receive revenues from monthly recurring
charges for services, including digital subscriber line, 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 continuing
operations from these sources:

<Table>
<Caption>
% OF REVENUE
THREE MONTH
PERIOD ENDED
MARCH 31,
-------------------------
REVENUE SOURCE 2002 2001
- -------------- -------- --------

Local calling services...................................... 30% 26%
Network access charges...................................... 41% 49%
Long distance services...................................... 10% 9%
Data and Internet services.................................. 11% 7%
Other services.............................................. 8% 9%
</Table>

OPERATING EXPENSES

Our operating expenses are categorized as network operating costs; selling,
general and administrative expenses; depreciation and amortization; 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 purchase long distance services from the
RBOCs, 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, prior to January 1, 2002, amortization of
goodwill related to our acquisitions.

- Stock-based compensation consists of non-cash compensation charges
incurred in connection with the employee stock options of our executive
officers, and shareholder appreciation rights agreements granted to two
executive officers.

ACQUISITIONS

During 2001, we acquired one RLEC and certain assets of additional telephone
exchanges for an aggregate purchase price of $24.2 million, which included
$0.7 million of acquired debt. At the respective dates of acquisition, these
businesses served an aggregate of approximately 5,600 access lines.

STOCK-BASED COMPENSATION

For the three months ended March 31, 2002, we recognized a non-cash
compensation benefit of $0.2 million associated with the reduction in estimated
fair market value of the Stockholder Appreciations Rights Agreements between
certain members of our management and our principal stockholders.

DISCONTINUED OPERATIONS

In November 2001, we decided to discontinue the CLEC operations of FairPoint
Solutions. This decision was a proactive response to the deterioration in the
capital markets, the general slow-down of the economy and the
slower-than-expected growth in FairPoint Solutions' CLEC operations.

17
<Page>
Prior to our decision to discontinue FairPoint Solutions' CLEC operations,
FairPoint Solutions entered into an agreement on October 19, 2001 to sell
certain of its assets in the Northwest to ATG. On November 7, 2001, FairPoint
Solutions entered into an agreement to sell certain of its assets in the
Northeast to Choice One. Included in the terms of the Choice One sales agreement
was an opportunity for FairPoint Solutions to earn additional restricted shares
of Choice One common stock based on the number of access lines converted to the
Choice One operating platform. FairPoint Solutions has been advised that it has
earned 1,000,000 restricted shares of Choice One common stock under these
provisions. These shares will be recognized as a gain within discontinued
operations when received during the second quarter of 2002.

In addition, FairPoint Solutions has notified its remaining customers in the
Southwest, Southeast, and Mid-Atlantic competitive markets to find alternative
carriers. The transition of customers to ATG, Choice One and alternative
carriers was completed in April 2002. As a result of these transactions and the
transition of all FairPoint Solutions customers to other service providers,
FairPoint Solutions has completed the disposition of its CLEC operations.

FairPoint Solutions will continue to provide wholesale long distance
services and support to our RLEC subsidiaries and other independent local
exchange companies. These services allow such companies to operate their own
long distance communication services and sell such services to their respective
customers. We believe that FairPoint Solutions' ability to provide ongoing
support to independent local exchange companies will provide a source of
increasing (although not material) revenue and greater (although not material)
profitability. The Company's long distance business is included as part of
continuing operations in the accompanying financial statements.

RESULTS OF OPERATIONS

THREE MONTH PERIOD ENDED MARCH 31, 2002 COMPARED WITH THREE MONTH PERIOD ENDED
MARCH 31, 2001

REVENUES. Revenues from continuing operations increased $1.5 million to
$58.4 million for the three months ended March 31, 2002 compared to
$56.9 million for the three months ended March 31, 2001. Of this increase,
$1.5 million was attributable to revenues from companies we acquired in 2001 and
$1.5 million was attributable to revenues from our wholesale long distance
company. Operating revenues of our earlier acquired RLEC telephone companies
decreased $1.5 million. Local calling services accounted for $2.2 million of
this increase, including an increase of $1.7 million primarily from an increase
in the SLC (subscriber line charge) billed to local end users effective
January 1, 2002, as well as an increase of $0.5 million from the companies we
acquired in 2001. Network access charges decreased $4.0 million, net of an
increase of $0.8 million from companies we acquired in 2001. Network access
charges of our earlier acquired RLEC telephone companies decreased
$4.8 million. Network access charge decreases are associated with rate cases and
access adjustments in Maine, Kansas, Vermont and Illinois. Long distance
services revenues increased $1.1 million as revenues from new long distance
wholesale customers increased $1.5 million offset by a decrease of $0.4 million
from our RLEC business due to lower long distance minutes of use. Data and
Internet services revenues increased $2.4 million, including an increase of
$0.2 million from 2001 acquisitions and an increase of $2.2 million as a result
of increased service offerings to our customers of our earlier acquired RLEC
businesses. Other revenues decreased by $0.2 million as a result of reductions
in billing and collections revenues and non-regulated telephone services
revenues.

OPERATING EXPENSES OF CONTINUING OPERATIONS

NETWORK OPERATING COSTS. Network operating costs from continuing operations
increased $1.4 million to $17.0 million for the three months ended March 31,
2002 from $15.6 million for the three months ended March 31, 2001. Of this
increase, $0.1 million was attributable to expenses of operation of our earlier
acquired RLECs and $1.0 million was attributable to the cost of services re-sold
in connection with the growth of our wholesale long distance company. The
companies we acquired in 2001 accounted for $0.3 million of the increase.

18
<Page>
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses from continuing operations decreased $1.2 million to
$9.5 million for the three months ended March 31, 2002 compared to
$10.7 million for the three months ended March 31, 2001. Expenses of our earlier
acquired RLEC companies decreased $1.5 million due to expense reduction efforts
throughout the company. The decrease in expenses was offset by an increase of
$0.2 million attributable to the growth of our wholesale long distance company
and $0.1 million from the companies we acquired in 2001.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization from
continuing operations decreased $2.0 million to $11.8 million for the three
months ended March 31, 2002 from $13.8 million for the three months ended
March 31, 2001. The decrease of $3.0 million attributable to the discontinuance
of amortizing goodwill upon the implementation of SFAS No. 142 was offset by
increases in depreciation of property, plant, and equipment consisting of
$0.7 million attributable to the increased investment in our communications
network by our RLECs acquired prior to 2001 and $0.3 million related to the
companies we acquired in 2001.

STOCK-BASED COMPENSATION. For the three months ended March 31, 2002,
stock-based compensation benefit of $0.2 million was related to the decrease in
the estimated value of certain fully vested Stock Appreciation Right Agreements
between certain members of our management and our principal stockholders. There
were no non-cash compensation charges recognized for the three months ended
March 31, 2001.

INCOME FROM OPERATIONS. Income from continuing operations increased
$3.5 million to $20.3 million for the three months ended March 31, 2002 from
$16.8 million for the three months ended March 31, 2001. Of this increase,
$2.3 million was attributable to our earlier acquired RLECS, $0.8 million was
attributable to the companies we acquired in 2001 and $0.4 million was
attributable to our wholesale long distance company.

OTHER INCOME (EXPENSE). Total other expense from continuing operations
decreased $8.4 million to $14.6 million for the three months ended March 31,
2002 from $23.0 million for the three months ended March 31, 2001. The expense
consists primarily of interest expense on long-term debt. Interest expense
decreased $7.0 million for the three months ended March 31, 2002, compared to
the three months ended March 31, 2001 and is attributable to the non-cash
interest expense associated with SFAS No. 133. For the three month period ended
March 31, 2002, interest expense was reduced by $2.2 million compared to a
non-cash increase of $4.8 million for the three months ended March 31, 2001.
Undistributed earnings from equity investments increased $1.0 million and gain
on sale of stock increased $0.4 million for the three months ended March 31,
2002, compared to the three months ended March 31, 2001.

INCOME TAX EXPENSE. Income tax expense from continuing operations decreased
$0.1 million to $0.2 million for the three months ended March 31, 2002 from
$0.3 million for the three months ended March 31, 2001. The income tax expense
relates primarily to income taxes owed in certain states.

DISCONTINUED OPERATIONS. Losses from discontinued operations for the three
months ended March 31, 2001 were $52.5 million. There were no losses from
discontinued operations for the three months ended March 31, 2002.

NET EARNINGS (LOSS). Our net earnings were $5.5 million for the three
months ended March 31, 2002, compared to a loss of $59.0 million for the three
months ended March 31, 2001, as a result of the factors discussed above and
mainly associated with the loss from discontinued operations.

LIQUIDITY AND CAPITAL RESOURCES

Our cash flow requirements include general corporate expenditures, capital
expenditures, debt service and acquisitions. We expect that our RLECs' cash flow
from operations and our Credit Facility

19
<Page>
will fund our capital expenditures, working capital and debt service
requirements for the foreseeable future.

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 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 our liquidity
requirements. The failure to raise and generate sufficient funds may require us
to delay or abandon some of our planned acquisitions or expenditures, which
could have a material adverse effect on our growth.

In November 2001, FairPoint Solutions announced its decision to discontinue
its CLEC operations and announced the proposed sale of certain of its
competitive communications assets. In December 2001, FairPoint Solutions
completed these asset sales. In April 2002 FairPoint Solutions completed the
process of transitioning customers to ATG, Choice One or alternative carriers.
As a result of these transactions, FairPoint Solutions will complete the
cessation of its competitive communications business operations in the first six
months of 2002. FairPoint Solutions' cash flow requirements include general
corporate expenditures, expenses related to discontinued operations and expenses
associated with the amendment and restatement of its credit facility. We expect
FairPoint Solutions' cash flow requirements will be funded from available cash,
the liquidation of its remaining assets, available cash flows from operations
and from limited additional investments permitted under our Credit Facility and
the indentures governing our senior subordinated notes. Our Credit Facility and
the indentures governing our senior subordinated notes contain significant
restrictions on the Company's ability to make investments in FairPoint
Solutions. As of March 31, 2002, the Company could have invested up to
$31.1 million in FairPoint Solutions in compliance with such agreements. We
believe these sources will be adequate to fund the complete discontinuation of
the competitive communications business.

FairPoint Solutions will continue to provide wholesale long distance
services and support to our RLEC subsidiaries and other independent local
exchange companies, which allows these customers to operate their own long
distance communications services. Historically, the wholesale long distance
business enterprise has been profitable and self-funding.

The converted loans under the new FairPoint Solutions Amended and Restated
Credit Agreement consist of two term loan facilities: (i) Tranche A Loans in the
aggregate principal amount of

20
<Page>
approximately $8.7 million and (ii) Tranche B Loans in the aggregate principal
amount of approximately $19.2 million, each of which matures in May, 2007.
Interest on the new loans is payable monthly and accrues at a rate of 8% per
annum; provided, however, that upon an event of default the interest rate shall
increase to 10% per annum. Interest on the Tranche A Loans must be paid in cash
and interest on Tranche B Loans may be paid, at the option of FairPoint
Solutions, either in cash or in kind. The principal of the Tranche A Loans is
due at maturity and the principal of the Tranche B Loans is payable as follows:
(a) $2,062,000 is due on September 30, 2004; (b) $4,057,000 is due on
September 30, 2005; (c) $5,372,000 is due on September 30, 2006; and (d) the
remaining principal balance is due at maturity.

21
<Page>
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 $66.0 million principal amount outstanding as of
March 31, 2002 that matures on June 30, 2006 and the other with the principal
amount of approximately $131.4 million outstanding as of March 31, 2002 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 March 31, 2002,
$60.0 million was outstanding on the revolving facility and $80.1 million was
outstanding on the revolving acquisition facility. The Credit Facility requires
that we comply with certain financial covenants. As of March 31, 2002, these
financial covenants limited the commitment availability under the revolving and
revolving acquisition facilities to $61.0 million.

SENIOR SUBORDINATED NOTES AND FLOATING RATE NOTES ISSUED IN 1998. We have
outstanding publicly held debt comprised of $125.0 million of 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 of 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 May 10, 2002, FairPoint Solutions
entered into an Amended and Restated Credit Agreement with its lenders to
restructure the obligations of FairPoint Solutions and its subsidiaries under
the FairPoint Solutions Credit Facility. In connection with such restructuring,
(i) FairPoint Solutions paid certain of its lenders $5.0 million to satisfy
$7.0 million of the obligations under the FairPoint Solutions Credit Facility,
(ii) the lenders converted approximately $93.9 million of the loans and
obligations under the FairPoint Solutions Credit Facility into shares of the
Company's Series A Preferred Stock having a liquidation preference equal to the
amount of the loans and obligations under the FairPoint Solutions Credit
Facility, and (iii) the remaining loans under the FairPoint Solutions Credit
Facility and FairPoint Solutions' obligations under its swap arrangements were
converted into $27.9 aggregate principal amount of new term loans.

22
<Page>
interest rate shall increase to 10% per annum. Interest on the Tranche A Loans
must be paid in cash and interest on Tranche B Loans may be paid, at the option
of FairPoint Solutions, either in cash or in kind. The principal of the Tranche
A Loans is due at maturity and the principal of the Tranche B Loans is payable
as follows: (a) $2,062,000 is due on September 30, 2004; (b) $4,057,000 is due
on September 30, 2005; (c) $5,372,000 is due on September 30, 2006; and (d) the
remaining principal balance is due at maturity.

CASH FLOWS

Net cash provided by operating activities of continuing operations was
$24.9 million and $15.3 million for the three months ended March 31, 2002 and
2001, respectively. Net cash used in investing activities from continuing
operations was $1.2 million and $6.5 million for the three months ended
March 31, 2002 and 2001, respectively. These cash flows primarily reflect
capital expenditures of $4.0 million and $7.7 million for the three months ended
March 31, 2002 and 2001, respectively. Net

23
<Page>
cash used by financing activities from continuing operations was $20.4 million
for the three months ended March 31, 2002. These cash flows primarily represent
net repayments of long term debt of $19.4 million. Net cash provided by
financing activities from continuing operations was $54.0 million for the three
months ended March 31, 2001. These cash flows primarily represent net borrowings
of $56.2. A majority of the proceeds received from financing activities during
the three months ended March 31, 2001 was used to provide cash used in the
operation of the discontinued competitive communications business of
$61.0 million.

NEW ACCOUNTING STANDARDS

The FASB issued SFAS No. 143, ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS,
which is effective January 1, 2003. This statement requires, among other things,
the accounting and reporting of legal obligations associated with the retirement
of long-lived assets that result from the acquisition, construction, development
or normal operation of a long-lived asset. The Company has not yet determined
the impact of the adoption of this standard on its financial position, results
of operations and cash flows.

INFLATION

We do not believe inflation has a significant effect on our operations.

ITEM 3A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

At March 31, 2002, we recorded our marketable available-for-sale equity
securities at a fair value of $3.7 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 $0.4 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
80% 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 our loss from continuing operations before taxes would have increased by
approximately $0.5 million for the three months ended March 31, 2002.

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 $(10.8) million at March 31, 2002. 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,
to effectively convert a portion of our variable interest rate exposure to fixed
rates ranging from 8.07% to 10.34%. The swap agreements expire from
November 2003 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%. This swap agreement expires in May 2003. FairPoint Solutions used two
interest rate swap agreements with notional amounts of $25.0 million and
$50.0 million to effectively convert a portion of its variable interest rate
exposure under the FairPoint Solutions Amended and Restated Credit Agreement to
fixed rates ranging from 9.09% to 10.59%. FairPoint Solutions was in default
under these interest rate swap agreements as of April, 2002 and as part of the
debt restructure such swaps were terminated and FairPoint Solutions issued
approximately $3.0 million of term loans under the new FairPoint Solutions
Amended and Restated Credit Agreement in exchange therefore.

24
<Page>
SIGNATURES

Pursuant to the requirement of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

<Table>

FAIRPOINT COMMUNICATION, INC.

By: /s/ WALTER E. LEACH, JR.
-----------------------------------------
Name: Walter E. Leach, Jr.
Title: Senior Vice President and
Chief Financial Officer
</Table>

25
<Page>
PART II. OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
- ----------- -----------

2.1 Stock Purchase Agreement dated as of January 4, 2000 by and
among FairPoint, Thomas H. Lee Equity IV, L.P., Kelso
Investment Associates V, L.P., Kelso Equity Partners V,
L.P., Carousel Capital Partners, L.P. and certain other
signatories thereto.(1)

2.2 Network Transition Agreement, dated November 7, 2001, by and
among FairPoint Solutions, Choice One Communications Inc.
and selected subsidiaries of Choice One Communications
Inc.(9)

2.3 Asset Purchase Agreement, dated October 19, 2001, by and
among FairPoint Solutions and Advanced TelCom, Inc.(10)

2.4 Asset Purchase Agreement dated June 14, 2001 between
Illinois Consolidated Telephone Company and Odin Telephone
Exchange, Inc.(8)

2.5 Stock Purchase Agreement dated as of May 7, 2001 by and
among MJD Ventures, Inc., Scott William Horne, Susan Elaine
Horne, Mona Jean Horne, Scott William Horne and Susan Elaine
Horne being and as Trustees of Grantor Retained Annuity
Trust created by Mona Jean Horne and Mona Jean Horne being
and as Trustee of the Mona Jean Horne Revocable Trust and
Marianna and Scenery Hill Telephone Company.(8)

3.1 Seventh Amended and Restated Certificate of Incorporation of
the Company.*

3.2 By-Laws of the Company.(4)

3.3 Certificate of Designation of Series A Preferred Stock of
the Company.*

4.1 Indenture, dated as of May 5, 1998, between FairPoint and
United States Trust Company of New York, relating to
FairPoint's $125,000,000 9 1/2% Senior Subordinated Notes
due 2008 and $75,000,000 Floating Rate Callable Securities
due 2008.(3)

4.2 Indenture, dated as of May 24, 2000, between FairPoint and
United States Trust Company of New York, relating to
FairPoint's $200,000,000 12 1/2% Senior Subordinated Notes
due 2010.(4)

4.3 Form of Initial Fixed Rate Security.(3)

4.4 Form of Initial Floating Rate Security.(3)

4.5 Form of Exchange Fixed Rate Security.(3)

4.6 Form of Exchange Floating Rate Security.(3)

4.7 Form of 144A Senior Subordinated Note due 2010.(4)

4.8 Form of Regulation S Senior Subordinated Note due 2010.(4)
</Table>

26
<Page>

<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
- ----------- -----------

4.9 Registration Rights Agreement dated as of May 19, 2000
between FairPoint and the Initial Purchasers named
therein.(4)

4.10 Form of Series A Preferred Stock Certificate of the
Company.*

10.1 Credit Agreement dated as of March 30, 1998 among FairPoint,
various lending institutions, NationsBank of Texas, N.A. and
Bankers Trust Company.(3)

10.2 First Amendment to Credit Agreement dated as of April 30,
1998 among FairPoint, NationsBank of Texas, N.A. and Bankers
Trust Company.(3)

10.3 Second Amendment to Credit Agreement dated as of May 14,
1999 among FairPoint, NationsBank of Texas, N.A. and Bankers
Trust Company.(4)

10.4 Amendment and Waiver dated as of January 12, 2000 among
FairPoint, NationsBank of Texas, N.A. and Bankers Trust
Company.(4)

10.5 Fourth Amendment and Consent dated as of March 14, 2000
among FairPoint, First Union National Bank, Bank of America,
N.A. and Bankers Trust Company.(2)

10.6 Fifth Amendment and Consent dated as of October 6, 2000
among FairPoint, First Union, National Bank, Bank of
America, N.A. and Bankers Trust Company.(5)

10.7 Sixth Amendment to Credit Agreement and First Amendment to
Pledge Agreement dated as of March 30, 2001 among FairPoint,
First Union, National Bank, Bank of America, N.A. and
Bankers Trust Company.(7)

10.8 Amended and Restated Credit Agreement dated as of May 10,
2002 among FairPoint Solutions, various lending
institutions, Bank of America, N.A., Deutsche Bank Trust
Company America and Wachovia Bank, National Bank.*

10.9 Amended and Restated Preferred Stock Issuance and Capital
Contribution Agreement dated as of May 10, 2002 among
FairPoint and Wachovia Bank, National Association, and
various lending institutions.*

10.10 Amendment to Security Documents dated as of May 10, 2002 by
and among FairPoint Solutions, each of the Assignors party
to the Security Agreement, each of the Pledgors party to the
Pledge Agreement and Wachovia Bank, National Association.*

10.11 Amended and Restated Subsidiary Guaranty dated as of
November 9, 2000 made by FairPoint Communications Solutions
Corp.--New York, FairPoint Communications Solutions
Corp.--Virginia and FairPoint Solutions Capital, LLC.(5)

10.12 Amended and Restated Pledge Agreement dated as of November
9, 2000 by and among FairPoint Solutions, the Guarantors,
the Pledgors and First Union National Bank.(5)

10.13 Amended and Restated Tax Sharing Agreement dated November 9,
2000 by and among FairPoint and its Subsidiaries.(5)

10.14 Amended and Restated Security Agreement dated as of
November 9, 2000 by and among FairPoint Solutions and First
Union National Bank.(5)

10.15 Form of FairPoint Communications Solutions Corp. Tranche A
Term Note.*

10.16 Form of FairPoint Communications Solutions Corp. Tranche B
Term Note.*

10.17 Form of B Term Note.(3)

10.18 Form of C Term Note Floating Rate.(3)

10.19 Form of C Term Note Fixed Rate.(3)

10.20 Form of RF Note.(3)
</Table>

27
<Page>

<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
- ----------- -----------

10.21 Form of AF Note.(3)

10.22 Subsidiary Guaranty dated as of March 30, 1998 by MJD
Holdings Corp., MJD Ventures, Inc., MJD Services Corp., ST
Enterprises, Ltd. for the benefit of Bankers Trust
Company.(3)

10.23 Pledge Agreement dated as of March 30, 1998 among MJD
Communications, Inc., ST Enterprises, Ltd., MJD Holdings
Corp., MJD Services Corp., MJD Ventures, Inc., C-R
Communications, Inc., as pledgors, and Bankers Trust
Company, as collateral agent and pledgee.(3)

10.24 Stockholders' Agreement dated as of January 20, 2000 of
FairPoint.(1)

10.25 Registration Rights Agreement dated as of January 20, 2000
of FairPoint.(1)

10.26 Management Services Agreement dated as of January 20, 2000
by and between FairPoint and THL Equity Advisors IV, LLC.(1)

10.27 Amended and Restated Financial Advisory Agreement dated as
of January 20, 2000 by and between FairPoint and Kelso &
Company, L.P.(1)

10.28 Non-Competition, Non-Solicitation and Non-Disclosure
Agreement dated as of January 20, 2000 by and between
FairPoint and JED Communications Associates, Inc.(1)

10.29 Non-Competition, Non-Solicitation and Non-Disclosure
Agreement dated as of January 20, 2000 by and between
FairPoint and Daniel G. Bergstein.(1)

10.30 Non-Competition, Non-Solicitation and Non-Disclosure
Agreement dated as of January 20, 2000 by and between
FairPoint and Meyer Haberman.(1)

10.31 Subscription Agreement dated as of January 31, 2000 by and
between FairPoint and each of the Subscribers party
thereto.(1)

10.32 Employment Agreement dated as of January 20, 2000 by and
between FairPoint and John P. Duda.(1)

10.33 Employment Agreement dated as of January 20, 2000 by and
between FairPoint and Walter E. Leach, Jr.(1)

10.34 Institutional Stock Purchase Agreement dated as of
January 20, 2000 by and among FairPoint and the other
parties thereto.(1)

10.35 Institutional Stockholders Agreement dated as of January 20,
2000 by and among FairPoint and the other parties
thereto.(1)

10.36 FairPoint 1995 Stock Option Plan.(4)

10.37 FairPoint Amended and Restated 1998 Stock Incentive Plan.(4)

10.38 FairPoint 2000 Employee Stock Option Plan.(4)

10.39 Employment Agreement dated as of January 1, 2002 by and
between FairPoint and Eugene B. Johnson.(10)

10.40 Succession Agreement dated as of December 31, 2001 by and
between FairPoint and Jack H. Thomas.(10)

21 Subsidiaries of the Company.(10)
</Table>

- ------------------------

* Filed herewith.

(1) Incorporated by reference to the annual report of the Company for the year
ended 1999, filed on Form 10-K.

28
<Page>
(2) Incorporated by reference to the amended annual report of the Company for
the year ended 1999, filed on Form 10-K/A.

(3) Incorporated by reference to the registration statement on Form S-4 of the
Company, declared effective as of October 1, 1998.

(4) Incorporated by reference to the registration statement on Form S-4 of the
Company, declared effective as of August 9, 2000.

(5) Incorporated by reference to the quarterly report of the Company for the
period ended September 30, 2000, filed on Form 10-Q.

(6) Incorporated by referenced to the annual report of the Company for the year
ended 2000, filed on Form 10-K.

(7) Incorporated by reference to the quarterly report of the Company for the
period ended March 31, 2001, filed on Form 10-Q.

(8) Incorporated by reference to the quarterly report of the Company for the
period ended June 30, 2001, filed on Form 10-Q.

(9) Incorporated by reference to the current report on Form 8-K, filed on
November 18, 2001.

(10) Incorporated by reference to the annual report of the Company for the year
ended 2001, filed on Form 10-K.

(b) Reports on Form 8-K

The Company did not file any current reports on Form 8-K during the quarter
ended March 31, 2002