UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 25, 2018

ATN INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

500 Cummings Center

Beverly, MA 01915
(Address of principal executive offices and zip code)

(978) 619-1300
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02                                           Results of Operations and Financial Condition.

On April 25, 2018, ATN International, Inc. (the “Company”) issued a press release announcing financial results for the three months ended March 31, 2018.  A copy of the press release is furnished herewith as Exhibit 99.1.

Exhibit 99.1 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01                                           Financial Statements and Exhibits.

(d)                                             Exhibits

99.1                                    Press Release of the Company, dated April 25, 2018.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 99.1

NEWS RELEASE

ATN Reports

First Quarter 2018 Results

First Quarter Financial Highlights:

·                  Revenues: $104.5 million

·                  Adjusted EBITDA(1): $26.3 million

·                  Operating income of $4.2 million

·                  Net loss attributable to ATN stockholders: $5.6 million, or a $0.35 loss per share

·                  Cash flow from operating activities for first quarter of 2018 was $22.5 million

Beverly, MA (April 25, 2018) — ATN (NASDAQ: ATNI) today reported results for the first quarter ended March 31, 2018. Unless otherwise indicated, the discussion of the Company’s results is in comparison to the same period in the prior year.

Business Review and Outlook

“First quarter 2018 results were in line with our expectations but below those of 2017 due to previously-disclosed factors, namely: the impact of the September hurricanes on our network in the US Virgin Islands, the sale of our US wireline business and lower negotiated rates in our domestic wireless business,” said Michael Prior, the Company’s Chief Executive Officer. “On a sequential basis, our International Telecom segment revenues increased at a mid-single digit rate, reflecting continued growth in fixed line data revenue in multiple markets.  We are pleased that our investment over the last two years in these networks is producing results, and that the local management teams continue to improve the customer experience and realize additional operating efficiencies.

“In the U.S. Virgin Islands, the team is working diligently to rebuild our wireline network following the extensive damage caused by the 2017 hurricanes, but they have faced formidable logistical issues and progress has been slower than we originally expected. While we expect to see continuous improvement in our results from that market as we move through 2018, it is likely to take us until late summer to have most of our customers reconnected and receiving bills again.  We are also awaiting FCC action on FCC Chairman Pai’s proposed financial relief and support for restoration and expansion of a faster and more resilient network.  The U.S. Virgin Islands network buildout timeline, coupled with lower revenues in U.S. Telecom, is likely to result in lower year-on-year comparisons for the next few quarters, particularly in the second quarter.

“In U.S. Telecom, Adjusted EBITDA declined from year-ago and fourth quarter levels, reflecting lower contractual rates and caps in our domestic wholesale business. We were able to partially mitigate cash flow impacts by reducing capital expenditures for this segment, but we are concerned there could be additional softness in the near term before any longer term projects provide the potential for growth. In the Renewable Energy segment we did see improvement over 2017 thanks to the commencement of power production for customers from four completed solar power plants in India.  We expect to see further gains here throughout 2018, though overall revenue contributions will remain modest as we continue to modify the original business strategy to better support third party capital investment and adapt to a fast moving and changing market,” Mr. Prior concluded.

First Quarter 2018 Financial Results

First quarter 2018 revenues were $104.5 million, an 18% decrease from the $128.1 million reported for the first quarter of 2017. Revenue decreases for the quarter included approximately $12.2 million in reductions due to the destruction of much of our U.S. Virgin Islands wireline network from the 2017 hurricanes, a $1.1 million decline due to the sale of the British Virgin Islands business in late 2017, a $10.3 million reduction in U.S. wireless revenues and a decline of $5.0 million in U.S. wireline revenues due mostly to the sale of the Northeastern U.S. wireline business.  These reductions were partially offset by aggregate revenue increases of $4.2 million in mostly wireless and broadband revenues in our International Telecom markets of Bermuda and Guyana, and an increase of $0.8 million in our Renewable Energy segment primarily from the ramping up of revenue generation from our solar business in India.    Adjusted EBITDA(1) for the first quarter of 2018 was $26.3 million, or 37% below the prior year period, primarily because of the noted revenue decreases.  Operating income for the first quarter was $4.2 million, down from the prior year’s $17.8 million, and net loss attributable to ATN’s stockholders for the first quarter was $5.6 million or a $0.35 loss per share compared to the prior year period’s net income attributable to ATN stockholders of $6.9 million or $0.42 per diluted share.

First Quarter 2018 Operating Highlights

The Company has three reportable segments: (i) U.S. Telecom; (ii) International Telecom; and (iii) Renewable Energy.

U.S. Telecom

U.S. Telecom revenues consist mainly of wireless revenues from our voice and data wholesale roaming operations and our smaller retail operations in the Southwestern United States, as well as enterprise and wholesale wireline revenues.  Total U.S. Telecom segment revenues were $28.5 million in the first quarter of 2018, a 35% decrease from the $43.8 million reported in the first quarter of 2017.  U.S. wireless revenues decreased 27% to $27.4 million compared with $37.7 million in the prior year quarter due to the impact of new contracted revenue rates and caps with our wholesale wireless carriers.  U.S. wireline revenues decreased to $1.1 million from $6.1 million in the prior year quarter primarily as a result of the sale of our Northeastern U.S. wireline business in early March 2017.  The Company expects the previously announced sale of a portion of its wholesale wireless network to close some time in the second quarter of 2018.

U.S. Telecom Adjusted EBITDA(1) of $12.0 million in the first quarter of 2018 decreased 48% compared to the prior year period’s $23.2 million.  The decrease was mostly due to the reduction in wireless revenues.

(1)  See Table 5 for reconciliation of Net Income to Adjusted EBITDA.

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International Telecom

International Telecom consists of a broad range of information and communications services including wireline and wireless data, internet, voice and video service revenues from our operations in Bermuda and the Caribbean including the U.S. Virgin Islands.  International Telecom revenues were $70.1 million in the first quarter of 2018, a 12% decrease from the $79.3 million reported in the first quarter of 2017.  As expected, the extensive network damage in the U.S. Virgin Islands resulted in a $12.2 million revenue decline.  Additionally, revenues were down $1.1 million due to the sale of our British Virgin Islands business in late 2017.  These reductions were partially offset by an aggregate increase in revenues of $4.2 million in mostly wireless and broadband revenues in our Bermuda and Guyana markets.  We expect revenues in the second quarter to continue to be negatively impacted by the storm-related service outages and to begin to recover in the third quarter of 2018, though the level of damage to the U.S. Virgin Islands economy and our customer base may mean it is some time before we see a return to pre-storm levels in that market.  We are carefully evaluating the scope and other aspects of our investments in rebuilding the network in light of the situation, including potential government support.

International Telecom Adjusted EBITDA(1) of $17.8 million in the first quarter decreased 22% from $22.9 million in the prior year period.  The decrease is primarily the result of the revenue impact from service outages resulting from the hurricanes in the U.S. Virgin Islands.

Renewable Energy

Renewable Energy segment revenues are generated principally by the generation and sale of energy and solar renewable energy credits from our commercial solar projects in the United States and India.  For the first quarter of 2018, revenues from our renewable energy business were $5.8 million, and increased 16% from the $5.0 million in the prior year due mainly to the commencement of revenue generation from newly completed solar power plants in India.  The growth in India power production revenue drove an increase in Adjusted EBITDA(1) for the Renewable Energy segment to $3.7 million in the first quarter, up $0.8 million from the prior year’s quarter.

Balance Sheet and Cash Flow Highlights

Total cash at March 31, 2018 was $217.2 million.  Additionally, the Company ended the first quarter with $2.2 million in short-term investments.  Net cash provided by operating activities was $22.5 million for the first quarter of 2018, compared with $32.1 million for the prior year period.  The decrease in net cash provided by operating activities is largely due to the revenue reductions in the U.S. Telecom wireless business and the wireline business in the U.S. Virgin Islands, offset partially by changes in working capital.  During the first quarter of 2018, the Company used cash of $25.2 million for investing and financing activities.  This included $30.9 million of capital expenditures in the U.S. Virgin Islands as part of the storm damaged network rebuild offset by $34.6 million in insurance proceeds, $21.0 million in other capital expenditures and $12.4 million in partner distributions.   Due to the extent of damage and unanticipated logistical issues, we currently estimate the cost of rebuilding hurricane damaged services in the U.S. Virgin Islands to be between $60.0 and $65.0 million, exclusive of insurance receipts and governmental support.  Through the end of the first quarter of 2018, approximately $41.0 million of the total estimate has been spent.

Conference Call Information

ATN will host a conference call on Thursday, April 26, 2018 at 9:30 a.m. Eastern Time (ET) to discuss its first quarter 2018 results. The call will be hosted by Michael Prior, President and Chief Executive Officer, and Justin Benincasa, Chief Financial Officer. The dial-in numbers are US/Canada: (877) 734-4582 and

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International: (678) 905-9376, conference ID 1079571. A replay of the call will be available at ir.atni.com beginning at 1:00 p.m. (ET) on April 26, 2018.

About ATN

ATN International, Inc. (Nasdaq:ATNI), headquartered in Beverly, Massachusetts, provides telecommunications services to rural, niche and other under-served markets and geographies in the United States, Bermuda and the Caribbean and owns and operates solar power systems in various locations in the United States and India. Through our operating subsidiaries, we (i) provide both wireless and wireline connectivity to residential and business customers, including a range of mobile wireless solutions, high speed internet services, video services and local exchange services, (ii) provide distributed solar electric power to corporate and municipal customers and (iii) are the owner and operator of terrestrial and submarine fiber optic transport systems. For more information, please visit www.atni.com.

Cautionary Language Concerning Forward Looking Statements

This press release contains forward-looking statements relating to, among other matters, our future financial performance and results of operations; the estimated timeline for the rebuilding of our   operations and revenues from our customers in the U.S. Virgin Islands following the hurricanes; our estimates of total losses due to hurricanes and our estimated costs of restoring hurricane-damaged services; our ability to receive financial support from the government for our rebuild in the U.S. Virgin Islands and the timing of such support; the competitive environment in our key markets, demand for our services and industry trends; the pace of expansion and improvement of our telecommunications network and renewable energy operations including our level of estimated future capital expenditures and our realization of the benefits of these investments; the anticipated timing of our build schedule and the commencement of energy production of our India renewable energy projects; anticipated effects of recent U.S. tax changes; the timing of the sale of a portion of our wholesale wireless network and management’s plans and strategy for the future. These forward-looking statements are based on estimates, projections, beliefs, and assumptions and are not guarantees of future events or results.  Actual future events and results could differ materially from the events and results indicated in these statements as a result of many factors, including, among others, (1)   our ability to restore our networks and services to our customers in the U.S. Virgin Islands in an efficient and timely manner and to obtain governmental or other support necessary to fully restore services in the U.S. Virgin Islands; (2) our ability to execute planned network expansions and upgrades in our various markets; (3) the general performance of our operations, including operating margins, revenues, capital expenditures, and the future growth and retention of our major customers and subscriber base and consumer demand for solar power; (4) government regulation of our businesses, which may impact our FCC and other telecommunications licenses or our renewables business; (5) economic, political and other risks facing our operations; (6) our ability to maintain favorable roaming arrangements and satisfy the needs and demands of our major wireless customers; (7) our ability to efficiently and cost-effectively upgrade our networks and IT platforms to address  rapid and significant technological changes in the telecommunications industry; (8) the loss of or an inability to recruit skilled personnel in our various jurisdictions, including key members of management; (9) our ability to find investment or acquisition or disposition opportunities that fit the strategic goals of the Company; (10) increased competition; (11) our ability to expand our renewable energy business; (12) our reliance on a limited number of key suppliers and vendors for timely supply of equipment and services relating to our network infrastructure; (13) the adequacy and expansion capabilities of our network capacity and customer service system to support our customer growth; (14) the occurrence of weather events and natural catastrophes; (15) our continued access to capital and credit markets; (16) the risk of currency fluctuation for those markets in which we operate; (17) satisfaction of the conditions to closing the sale of a portion of our wholesale wireless network; and (18) our ability to realize the value that we believe exists in our businesses.  These and other additional factors that may cause actual future events and results to differ materially from the events and results indicated in the forward-looking statements above are set forth more fully under Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on March 1, 2018 and the other reports we file from time to time with the SEC.  The Company undertakes no obligation and has no intention to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors that may affect such forward-looking statements.

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Use of Non-GAAP Financial Measures

In addition to financial measures prepared in accordance with generally accepted accounting principles (GAAP), this press release also contains non-GAAP financial measures. Specifically, ATN has presented the following measures in this release and in the tables included herein:  Adjusted EBITDA; Operating Income excluding hurricane charges and insurance recoveries; Net income (loss) attributable to ATN’s stockholders excluding hurricane charges and insurance recoveries and; Net income (loss) per share attributable to ATN stockholders excluding hurricane charges and insurance recoveries.  Adjusted EBITDA is defined as net income attributable to ATN stockholders before bargain purchase gain, impairment of long-lived assets, restructuring charges, interest, taxes, depreciation and amortization, transaction-related charges, other income or expense, loss on damaged assets and other hurricane charges, net of insurance recovery and net income attributable to non-controlling interests.  Operating Income excluding hurricane charges and insurance recoveries is defined as Operating Income (Loss) adjusted for loss on damaged assets and other hurricane related charges, net of insurance recovery.  Net income (loss) attributable to ATN stockholders excluding hurricane charges and insurance recoveries is defined as Net income (loss) attributable to ATN stockholders adjusted for loss on damaged assets and other hurricane related charges net of insurance recovery.  Net income (loss) per share attributable to ATN stockholders excluding hurricane charges and insurance recoveries is defined as net income (loss) per share attributable to ATN stockholders adjusted for loss on damaged assets and other hurricane related charges, net of insurance recovery.  The Company believes that the inclusion of these non-GAAP financial measures helps investors gain a meaningful understanding of the Company’s core operating results and enhances comparing such performance with prior periods. ATN’s management uses these non-GAAP measures, in addition to GAAP financial measures, as the basis for measuring our core operating performance and comparing such performance to that of prior periods. The non-GAAP financial measures included in this press release are not meant to be considered superior to or a substitute for results of operations prepared in accordance with GAAP. Reconciliations of these non-GAAP financial measures used in this press release to the most directly comparable GAAP financial measure is set forth in the text of, and the accompanying tables to, this press release.

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Table 1

ATN International, Inc.

Unaudited Condensed Consolidated Balance Sheets

(in Thousands)

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Table 2

ATN International, Inc.

Unaudited Condensed Consolidated Statements of Operations

(in Thousands, Except per Share Data)

7

Table 3

ATN International, Inc.

Unaudited Condensed Consolidated Cash Flow Statement

(in Thousands)

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Table 4

ATN International, Inc.

Selected Segment Financial Information

(In Thousands)

For the three months ended March 31, 2018 is as follows:

ATN International, Inc.

Selected Segment Financial Information

(In Thousands)

For the three months ended March 31, 2017 is as follows:

* Corporate and Other refer to corporate overhead expenses and consolidating adjustments

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ATN International, Inc.

Selected Segment Financial Information

(In Thousands)

For the year ended December 31, 2017 is as follows:

*  Corporate and Other refer to corporate overhead expenses and consolidating adjustments

ATN International, Inc.

Selected Segment Operational Data

* Adjusted subscriber counts for the sales of St Maarten and British Virgin Islands, and the transfer of ownership of Aruba business

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Table 5

ATN International, Inc.

Reconciliation of Non-GAAP Measures

(In Thousands)

Reconciliation of Net Income to Adjusted EBITDA for the Three Months Ended March 31, 2018 and 2017

Three Months Ended March 31, 2018

Three Months Ended March 31, 2017

*  Corporate and Other refer to corporate overhead expenses and consolidating adjustments

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Table 6

ATN International, Inc.

(In Thousands)

Reconciliation of GAAP measures to Non-GAAP measures

Reconciliation of Operating Income (Loss) to Operating Income excluding hurricane charges and insurance recoveries, Net Income (Loss) attributable to ATN stockholders to Net Income (Loss) attributable to ATN stockholders excluding hurricane charges and insurance recoveries and Net Income (Loss) per share attributable to ATN stockholders to Net Income (Loss) per share attributable to ATN stockholders excluding hurricane charges and insurance recoveries

For the Three Months Ended March 31, 2018 is as follows:

For the Three Months Ended March 31, 2017 is as follows:

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