ATN International, Inc.
ATLANTIC TELE NETWORK INC /DE (Form: 10-Q, Received: 08/11/2008 15:52:15)

Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Form 10-Q

 

x

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the quarterly period ended June 30, 2008

 

 

OR

 

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from            to

 

Commission File Number 0-191551

 


 

Atlantic Tele-Network, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

47-0728886

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification Number)

 

10 Derby Square

Salem, MA 01970

(978) 619-1300

 


 

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  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o

 

Accelerated filer  x

 

 

 

Non-accelerated filer o

 

Smaller reporting company  o

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes  o No  x

 

As of August 8, 2008, the registrant had outstanding 15,201,110 shares of its common stock ($.01 par value).

 

 

 



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ATLANTIC TELE-NETWORK, INC.

 

FORM 10-Q
Quarter Ended June 30, 2008

 

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

 

 

 

 

PART I—FINANCIAL INFORMATION

 

 

 

 

Item 1

Unaudited Condensed Consolidated Financial Statements

 

 

 

 

 

Condensed Consolidated Balance Sheets at December 31, 2007 and June 30, 2008

4

 

 

 

 

Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2007 and 2008

5

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2007 and 2008

6

 

 

 

 

Notes to Unaudited Condensed Consolidated Financial Statements

7-16

 

 

 

Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

16-28

 

 

 

Item 3

Quantitative and Qualitative Disclosures About Market Risk

28

 

 

 

Item 4

Controls and Procedures

29

 

 

 

PART II—OTHER INFORMATION

 

 

 

 

Item 1

Legal Proceedings

29

 

 

 

Item1A

Risk Factors

29

 

 

 

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

29

 

 

 

Item 4

Submission of Matters to a Vote of Security Holders

29

 

 

 

Item 6

Exhibits

30

 

 

 

SIGNATURES

 

 

 

 

 

CERTIFICATIONS

 

 

 

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Cautionary Statement Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q (or the “Report”) contains forward-looking statements relating to, among other matters, the future financial performance and results of operations of ATN and its subsidiaries, including the relative contributions of Commnet, Sovernet and BDC; the competitive environment in our key markets,  demand for our services and industry trends; the outcome of litigation and regulatory matters; our continued access to the credit and capital markets; the pace of our network expansion and improvement, including our realization of the benefits of these investments; 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) significant political and regulatory risk facing our exclusive license to provide domestic local exchange and international long distance telephone services in Guyana; (2) any significant decline in the price or volume of international long distance calls to Guyana; (3) increased competition affecting our businesses; (4) the regulation of rates that GT&T may charge for local wireline telephone service; (5) significant tax disputes between GT&T and the Guyanese tax authorities; (6) the derivation of a significant portion of our U.S. wireless revenue from a small number of customers;  (7) our ability to maintain favorable roaming arrangements; (8) economic, political and other risks facing our foreign operations; (9) regulatory changes affecting our businesses; (10) rapid and significant technological changes in the telecommunications industry; (11) our reliance on a limited number of key suppliers and vendors for timely supply of equipment and services relating to our network infrastructure; (12) any loss of key members of management; (13) the adequacy and expansion capabilities of our network capacity and customer service system to support our customer growth; (14) dependence of our wireless and wireline revenues on the reliability and performance of our network infrastructure; (15) the occurrence of severe weather and natural catastrophes; and (16) our ability to realize the value that we believe exists in businesses that we acquire. 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 our Annual Report on Form 10-K for the  year ended December 31, 2007 (the “2007 Form 10-K”), which is on file with the SEC.  We undertake no obligation 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.

 

In this Report the words “we,” “our,” “ours” and “us” refer to Atlantic Tele-Network, Inc. and its subsidiaries, unless the context indicates otherwise. ClearChoice™ is a service mark of one of our subsidiaries. This Report also contains other trademarks, service marks and trade names that are the property of others.

 

Reference to dollars ($) refer to U.S. dollars unless otherwise specifically indicated.

 

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PART I—FINANCIAL INFORMATION

Item 1.  Unaudited Condensed Consolidated Financial Statements

 

ATLANTIC TELE-NETWORK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands, except per share amounts)

 

 

 

December 31,

 

June 30,

 

 

 

2007

 

2008

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

71,173

 

$

55,053

 

Restricted cash

 

4,831

 

 

Marketable securities

 

5,280

 

5,400

 

Accounts receivable, net of allowances

 

27,357

 

31,135

 

Materials and supplies

 

4,747

 

7,446

 

Prepayments and other current assets

 

4,987

 

4,304

 

Total current assets

 

118,375

 

103,338

 

Fixed Assets:

 

 

 

 

 

Property, plant, and equipment

 

277,181

 

300,394

 

Less accumulated depreciation

 

(121,428

)

(126,642

)

Net fixed assets

 

155,753

 

173,752

 

Licenses

 

14,738

 

24,344

 

Goodwill

 

39,344

 

40,277

 

Other intangibles, net

 

2,349

 

2,658

 

Investment in and advances to unconsolidated affiliates

 

12,453

 

60

 

Other assets

 

1,614

 

5,816

 

Total assets

 

$

344,626

 

$

350,245

 

LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

25,618

 

$

23,036

 

Dividends payable

 

2,461

 

2,465

 

Accrued taxes

 

11,029

 

1,706

 

Advance payments and deposits

 

3,912

 

3,709

 

Other current liabilities

 

1,859

 

3,301

 

Total current liabilities

 

44,879

 

34,217

 

Deferred income taxes

 

13,082

 

14,077

 

Other liabilities

 

458

 

458

 

Long-term debt, excluding current portion

 

50,000

 

50,000

 

Total liabilities

 

108,419

 

98,752

 

Minority interests

 

27,236

 

29,527

 

Commitments and contingencies (Note 12)

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

Preferred stock, $0.01 par value per share; 10,000,000 shares authorized, none issued and outstanding

 

 

 

Common stock, $0.01 par value per share; 50,000,000 shares authorized; 15,675,518 and 15,697,557 shares issued, respectively, and 15,220,546 and 15,201,110 shares outstanding, respectively

 

157

 

157

 

Treasury stock, at cost; 454,972 and 496,447 shares, respectively

 

(3,403

)

(4,560

)

Additional paid-in capital

 

106,038

 

106,990

 

Retained earnings

 

108,414

 

121,614

 

Accumulated other comprehensive loss

 

(2,235

)

(2,235

)

Total stockholders’ equity

 

208,971

 

221,966

 

Total liabilities, minority interests and stockholders’ equity

 

$

344,626

 

$

350,245

 

 

The accompanying condensed notes are an integral part of these condensed consolidated financial statements.

 

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ATLANTIC TELE-NETWORK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007 and 2008

(Unaudited)

(Dollars in thousands, except per share amounts)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2007

 

2008

 

2007

 

2008

 

REVENUE:

 

 

 

 

 

 

 

 

 

Wireless

 

$

19,884

 

$

24,786

 

$

38,587

 

$

44,539

 

Local telephone and data

 

11,439

 

12,267

 

22,506

 

24,514

 

International long distance

 

12,802

 

12,387

 

25,974

 

24,942

 

Other

 

1,032

 

974

 

2,010

 

2,049

 

Total revenues

 

45,157

 

50,414

 

89,077

 

96,044

 

OPERATING EXPENSES (excluding depreciation and amortization unless otherwise indicated):

 

 

 

 

 

 

 

 

 

Termination and access fees

 

7,696

 

8,376

 

14,255

 

15,964

 

Internet and programming

 

817

 

863

 

1,666

 

1,762

 

Engineering and operations

 

5,709

 

5,930

 

11,473

 

11,785

 

Sales and marketing

 

3,641

 

2,944

 

8,738

 

5,618

 

General and administrative

 

5,639

 

6,819

 

11,489

 

12,702

 

Depreciation and amortization

 

6,658

 

7,424

 

13,159

 

14,501

 

Gain on disposition of long-lived assets

 

(1,043

)

 

(1,176

)

 

Total operating expenses

 

29,117

 

32,356

 

59,604

 

62,332

 

Income from operations

 

16,040

 

18,058

 

29,473

 

33,712

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

Interest expense

 

(661

)

(664

)

(883

)

(1,316

)

Interest income

 

517

 

410

 

1,108

 

978

 

Other income, net

 

1,514

 

143

 

1,768

 

368

 

Other income (expense), net

 

1,370

 

(111

)

1,993

 

30

 

INCOME BEFORE INCOME TAXES, MINORITY INTERESTS AND EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATES

 

17,410

 

17,947

 

31,466

 

33,742

 

Income taxes

 

7,250

 

6,642

 

13,914

 

14,032

 

INCOME BEFORE MINORITY INTERESTS AND EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATES

 

10,160

 

11,305

 

17,552

 

19,710

 

Minority interests, net of tax of $0.9 million for the three months ended June 30, 2007 and 2008, and $1.8 million for the six months ended June 30, 2007 and 2008

 

(1,753

)

(1,373

)

(2,703

)

(2,374

)

Equity in earnings of unconsolidated affiliates

 

642

 

272

 

1,098

 

735

 

NET INCOME

 

$

9,049

 

$

10,204

 

$

15,947

 

$

18,071

 

NET INCOME PER SHARE:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.60

 

$

0.67

 

$

1.05

 

$

1.19

 

Diluted

 

$

0.59

 

$

0.67

 

$

1.04

 

$

1.18

 

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

 

 

 

 

 

 

 

 

 

Basic

 

15,161

 

15,187

 

15,156

 

15,192

 

Diluted

 

15,286

 

15,253

 

15,288

 

15,267

 

DIVIDENDS PER SHARE APPLICABLE TO COMMON STOCK

 

$

0.14

 

$

0.16

 

$

0.28

 

$

0.32

 

 

The accompanying condensed notes are an integral part of these condensed consolidated financial statements.

 

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ATLANTIC TELE-NETWORK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2008

(Unaudited)

(Dollars in thousands)

 

 

 

Six Months Ended
June 30,

 

 

 

2007

 

2008

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

15,947

 

$

18,071

 

Adjustments to reconcile net income to net cash flows provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

13,159

 

14,501

 

Gain on sale of investments in unconsolidated affiliates

 

(133

)

 

Gain on sale of Commnet Wireless related assets

 

(1,043

)

 

Amortization of stock-based compensation

 

418

 

549

 

Deferred income taxes

 

461

 

400

 

Minority interests

 

2,703

 

2,374

 

Equity in earnings of unconsolidated affiliates

 

(1,098

)

(735

)

Dividends received from Bermuda Digital Communications, Ltd.

 

968

 

1,106

 

Changes in operating assets and liabilities, excluding the effects of acquisitions:

 

 

 

 

 

Accounts receivable, net

 

(3,431

)

(1,513

)

Materials and supplies, prepayments, and other current assets

 

2,177

 

(52

)

Other assets

 

(648

)

(4,846

)

Accounts payable and accrued liabilities, advance payments and deposits and other current liabilities

 

(2,844

)

(1,787

)

Accrued taxes

 

1,895

 

(8,728

)

Net cash provided by operating activities

 

28,531

 

19,340

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Capital expenditures

 

(18,339

)

(20,900

)

Acquisitions of businesses, net of cash acquired of $1,687 and $5,154, respectively

 

(6,553

)

(11,924

)

Decrease in restricted cash

 

 

4,831

 

Purchase of short-term marketable securities

 

 

(120

)

Proceeds from sale of investments in unconsolidated affiliates

 

276

 

 

Proceeds from sale of Commnet Wireless related assets

 

1,507

 

 

Net cash used in investing activities

 

(23,109

)

(28,113

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Dividends paid on common stock

 

(4,250

)

(4,867

)

Distributions to minority shareholders

 

(823

)

(1,620

)

Proceeds from stock option exercises

 

59

 

304

 

Purchase of common stock

 

 

(1,164

)

Net cash used in financing activities

 

(5,014

)

(7,347

)

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

408

 

(16,120

)

CASH AND CASH EQUIVALENTS, beginning of the period

 

60,543

 

71,173

 

CASH AND CASH EQUIVALENTS, end of the period

 

$

60,951

 

$

55,053

 

 

The accompanying condensed notes are an integral part of these condensed consolidated financial statements.

 

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ATLANTIC TELE-NETWORK, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1.  ORGANIZATION AND BUSINESS OPERATIONS

 

Atlantic Tele-Network, Inc. (“ATN” or “Company”) provides wireless and wireline telecommunication services in the Caribbean and North America through the following operating subsidiaries and affiliates:

 

·                     Guyana Telephone & Telegraph Company, Ltd. (“GT&T”), the national and international telephone company in the Republic of Guyana and the largest wireless service provider in that country. The Company has owned 80% of the stock of GT&T since January 1991.

 

·                      Commnet Wireless, LLC (“Commnet”), an owner and operator of wholesale wireless networks in rural areas of the United States. Commnet provides wireless voice and data communications roaming services primarily to national, regional and local wireless carriers. We acquired 95% of the equity of Commnet in September 2005 and the remaining 5% in January 2007.

 

·                     Bermuda Digital Communications, Ltd. (“BDC”), the largest wireless voice and data communications service provider in Bermuda, doing business under the name “Cellular One”. The Company acquired an equity interest in, and signed a management contract with, BDC in 1998.  On May 15, 2008, BDC completed a share repurchase of its common stock.  ATN did not tender any shares for repurchase, and, as a result of the transaction, increased its holdings from approximately 43% to approximately 58% of BDC’s outstanding common stock.  Prior to this increase in holdings, the Company accounted for its investment in BDC under the equity method and earnings from BDC did not appear in its income from operations, but were instead reflected in equity in earnings of unconsolidated affiliates.  Effective with the completion of that share repurchase, the Company began consolidating BDC’s results of operations.

 

·                     Sovernet, Inc., (“Sovernet”), a facilities-based integrated voice, broadband data communications and dial-up service provider in New England, primarily in Vermont. The Company has owned 96% of Sovernet since its acquisition in 2006.

 

·                     Choice Communications, LLC (“Choice Communications” or “Choice”), is a leading provider of fixed wireless broadband data, wireless digital television services and dial-up internet services to retail and business customers in the U.S. Virgin Islands. Choice is a wholly owned subsidiary of the Company.

 

ATN provides management, technical, financial, regulatory and marketing services for its subsidiaries and affiliates and typically receives a management fee equal to approximately 4% to 6% of their respective revenues. Management fees from consolidated subsidiaries are eliminated in consolidation. Management fees from unconsolidated affiliates are included in “Other Income” in the accompanying statements of operations.

 

2.  BASIS OF PRESENTATION

 

The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial information included herein is unaudited; however, the Company believes such information and the disclosures herein are adequate to make the information presented not misleading and reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair statement of the Company’s financial position and results of operations for such periods. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.  Results of interim periods may not be indicative of results for the full year.  These condensed consolidated financial statements and related notes should be read in conjunction with the Company’s 2007 Annual Report on Form 10-K.

 

Consolidation

 

The consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and Commnet of Florida, LLC, which is consolidated in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation on Accounting Research Bulletin No. 51 as revised in December 2003 since it was determined that the Company is the primary beneficiary of Commnet of Florida, LLC.

 

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Except for the Company’s investment in Commnet of Florida, LLC, the equity method of accounting is used for the Company’s investments in affiliated entities in which the Company has at least a 20% ownership but does not have management control. The Company accounts for investments of less than 20% for which the Company does not have the ability to exert significant influence over the operations by using the cost method of accounting.

 

Recent Accounting Pronouncements

 

Effective January 1, 2008, we implemented Statement of Financial Accounting Standard No. 157, Fair Value Measurement (“SFAS 157”), for our financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. In accordance with the provisions of FASB staff position No. FAS 157-2, Effective Date of FASB Statement No. 157, we have elected to defer implementation of SFAS 157 as it relates to all of our non-financial assets and non-financial liabilities that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis until January 1, 2009. We are evaluating the impact, if any, this standard will have on our non-financial assets and liabilities. The adoption of SFAS 157 to our financial assets and liabilities and non-financial assets and liabilities that are re-measured and reported at fair value at least annually did not have a material impact on our financial results.

 

Effective January 1, 2008, we adopted SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”). SFAS 159 permits entities to choose to measure certain financial instruments and other eligible items at fair value when the items are not otherwise currently required to be measured at fair value. Upon adoption, we did not elect the fair value option for any new items within the scope of SFAS 159 and, therefore, the adoption of SFAS 159 did not have an impact on our consolidated financial statements.

 

In June 2008, the FASB issued FASB Staff Position (FSP) No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“FSP No. EITF 03-6-1”). Under the provisions of this standard, unvested awards of share-based payments with non-forfeitable rights to receive dividends or dividend equivalents are considered participating securities for purposes of calculating earnings per share. FSP No. EITF 03-6-1 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. As the Company’s unvested awards of share-based payments’ rights to receive dividends or dividend equivalents are forfeitable, the Company does not expect the adoption of FSP No. EITF 03-6-1 to have a material impact on its consolidated financial statements.

 

In May 2008, the FASB issued FAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (the GAAP hierarchy). SFAS No. 162 will become effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles . The Company does not expect the adoption of SFAS No. 162 to have a material effect on its results of operations and financial position.

 

In April 2008, the FASB issued FSP No. 142-3, Determination of the Useful Life of Intangible Assets (“FSP 142-3”), which amends the factors that must be considered in developing renewal or extension assumptions used to determine the useful life over which to amortize the cost of a recognized intangible asset under SFAS 142. FSP 142-3 amends paragraph 11(d) of SFAS 142 to require an entity to consider its own assumptions about renewal or extension of the term of the arrangement, consistent with its expected use of the asset.

 

The FSP also requires the following incremental disclosures for renewable intangible assets:

 

 

·

The weighted-average period prior to the next renewal or extension (whether explicit and implicit) for each major intangible asset class

 

 

 

 

·

The entity’s accounting policy for the treatment of costs incurred to renew or extend the term of a recognized intangible asset

 

 

 

 

·

For intangible asset renewed or extended during the period:

 

 

 

 

 

  ·

For entities that capitalize renewal or extension costs, the costs incurred to review or extend the asset, for each major intangible asset class

 

 

 

 

 

 

  ·

The weighted-average period prior to the next renewal or extension (whether explicit and implicit) for each major intangible asset class.

 

FSP 142-3 is effective for financial statements for fiscal years beginning after December 15, 2008. The guidance for determining the useful life of a recognized intangible asset must be applied prospectively to intangible assets acquired after the effective date. Early adoption is prohibited. Accordingly, FSP 142-3 would not serve as a basis to change the useful life of an intangible asset that was acquired prior to the effective date (January 1, 2009 for a calendar year company). However, the incremental disclosure requirements described

 

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above would apply to all intangible assets, including those recognized in periods prior to the effective date of FSP 142-3. The Company is currently evaluating the impact that the adoption of FSP 142-3 will have on its consolidated financial statements.

 

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement No. 133 (“SFAS 161”).  SFAS 161 amends and expands the disclosure requirements of Statement 133 to provide a better understanding of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for, and their effect on an entity’s financial position, financial performance, and cash flows.  SFAS 161 is effective for fiscal years beginning after November 15, 2008.  As of June 30, 2008, we did not have any derivative instruments and do not expect that the adoption of SFAS 161 will have any impact on our consolidated financial statements.

 

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141R”). SFAS 141R addresses the recognition and accounting for identifiable assets acquired, liabilities assumed, and noncontrolling interests in business combinations. SFAS 141R also establishes expanded disclosure requirements for business combinations. SFAS 141R is effective for us on January 1, 2009, and we will apply SFAS 141R prospectively to all business combinations subsequent to the effective date.  We are currently evaluating the impact that the adoption of SFAS 141R will have on our consolidated financial statements.

 

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51 (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a  subsidiary.  SFAS 160 requires that noncontrolling interests in subsidiaries be reported in the equity section of the controlling company’s balance sheet. It also changes the manner in which the net income of the subsidiary is reported and disclosed in the controlling company’s income statement. SFAS 160 is effective for fiscal years beginning after December 15, 2008. We are currently evaluating the impact that the adoption of SFAS 160 will have on our consolidated financial statements.

 

Reclassifications

 

Certain reclassifications have been made to the 2007 statement of operations to conform to the 2008 presentation.  For the three months ended June 30, 2008, such reclassifications included an increase to 2007 wireless revenue of $0.8 million; a decrease to 2007 local telephone and data revenue of $0.3 million; an increase to 2007 international long distance revenue of $0.5 million and an increase to 2007 termination and access fees expense of $0.9 million.  For the six months ended June 30, 2008, such reclassifications included an increase to 2007 wireless revenue of $1.3 million; a decrease to 2007 local telephone and data revenue of $0.7 million; an increase to 2007 international long distance revenue of $0.7 million and an increase to 2007 termination and access fees expense of $1.3 million.

 

3.  USE OF ESTIMATES

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The most significant estimates relate to revenue recognition, allowance for doubtful accounts, useful lives of the Company’s fixed and finite-lived intangible assets, allocation of purchase price to assets acquired and liabilities assumed in purchase business combinations, fair value of indefinite-live intangible assets, goodwill and income taxes. Actual results could differ significantly from those estimates.

 

4. ACQUISITIONS

 

On May 15, 2008, the Company’s equity interest in BDC increased from 43% to 58% as a result of BDC’s repurchase of $17.0 million of shares from other shareholders.  Prior to this increase in equity interest, the Company accounted for its investment in BDC under the equity method and earnings from BDC did not appear in its income from operations, but were instead reflected in equity in earnings of unconsolidated affiliates.  The Company began consolidating BDC’s results of operations from May 16, 2008, the date that we obtained control of BDC.

 

The transaction was accounted for using the purchase method and the $17.0 million of consideration, which was funded by a loan from the Company from its cash on hand, was allocated to the Company’s share of the assets acquired and liabilities assumed at their estimated fair values as of May 15, 2008 . The Company is in the process of completing a third-party valuation of certain acquired tangible and intangible assets; thus, the allocation of the purchase price is preliminary. Included in the preliminary allocation was $9.4 million of licenses, $0.7 million attributable to BDC’s relationships with its existing customers as of the date of acquisition and $6.0 million allocable to other acquired assets and liabilities at fair value. The excess of the purchase price over the amounts allocated to assets acquired and

 

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liabilities assumed of $0.9 million has been recorded as goodwill. The value of the goodwill from this acquisition can be attributed to a number of business factors including, but not limited to the reputation of BDC as a retail provider of wireless services as well as a network operator, BDC’s reputation for customer care, the skills and experience of its management and staff and the strategic position it holds in its marketplace.  In accordance with current accounting standards, the goodwill and licenses will not be amortized and will be tested for impairment at least annually as required by SFAS No. 142, “Goodwill and Other Intangible Assets”. The customer relationships will be amortized, on an accelerated basis, over the expected period during which their economic benefits are to be realized. For tax purposes, the goodwill and amortization of the customer relationships will not be deductible for tax purposes.

 

The following table reflects unaudited pro forma results of operations of the Company for the three and six months ended June 30, 2008 assuming that the BDC transaction had occurred on January 1, 2007 (in thousands, except per share data):

 

 

 

Three Months Ended June 30,

 

 

 

2007

 

2008

 

 

 

As Reported

 

As Adjusted

 

As Reported

 

As Adjusted

 

Revenue

 

$

45,157

 

$

51,571

 

$

50,414

 

$

53,672

 

Net Income

 

$

9,049

 

$

9,125

 

$

10,204

 

$

10,110

 

Earnings per Share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.60

 

$

0.60

 

$

0.67

 

$

0.67

 

Diluted

 

$

0.59

 

$

0.60

 

$

0.67

 

$

0.66

 

 

 

 

Six Months Ended June 30,

 

 

 

2007

 

2008

 

 

As Reported

 

As Adjusted

 

As Reported

 

As Adjusted

 

Revenue

 

$

89,077

 

$

101,005

 

$

96,044

 

$

104,651

 

Net Income

 

$

15,947

 

$

16,033

 

$

18,071

 

$

17,901

 

Earnings per Share:

 

 

 

 

 

 

 

 

 

Basic

 

$

1.05

 

$

1.06

 

$

1.19

 

$

1.18

 

Diluted

 

$

1.04

 

$

1.05

 

$

1.18

 

$

1.17

 

 

5.  FAIR VALUE MEASUREMENTS

 

The following tables present information about our assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2008, and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability (in thousands):

 

Description

 

Quoted Prices in
Active Markets
(Level 1)

 

Significant Other
Observable Inputs
(Level 2)

 

Significant
Unobservable Inputs
(Level 3)

 

Total

 

Commercial paper

 

$

 

$

 

$

 

$

 

Certificates of deposit

 

 

5,400

 

 

5,400

 

Money market funds

 

20,111

 

 

 

20,111

 

Total assets measured at fair value

 

$

20,111

 

$

5,400

 

$

 

$

25,511

 

 

6.  DEPOSIT FOR ACQUISITION OF SPECTRUM

 

During the first quarter of 2008, we were awarded the right to acquire, for $3.0 million, certain spectrum in connection with our participation in the FCC’s auction (FCC Auction No. 73) of 700 MHz spectrum being re-claimed by the FCC from the broadcast industry and sold by the FCC to the wireless industry.  This amount is included in Other Assets in our Consolidated Balance Sheet as of June 30, 2008; it will be reclassified to Licenses, and considered a capital expenditure, upon the finalization of such award, scheduled to occur during the first quarter of 2009.

 

7.  CREDIT FACILITIES

 

Long-term debt comprises the following (in thousands):

 

 

 

December 31,
2007

 

June 30,
2008

 

Note payable, as amended, to CoBank, ACB by ATN under a $50 million term loan

 

$

50,000

 

$

50,000

 

 

On August 31, 2007, ATN, as borrower, amended and restated its credit agreement with CoBank, ACB and Banco Popular de Puerto Rico (the “CoBank Credit Agreement”). The CoBank Credit Agreement provides a $50 million term loan (the “Term Loan”) and a $20 million revolving credit facility (the “Revolver Facility”, together with the Term Loan, the “Credit Facility”). The Credit Facility is guaranteed by our Commnet and Sovernet subsidiaries and is collateralized by, among other things, a security interest in substantially all of the assets of and stock owned by ATN, Commnet and Sovernet. The Term Loan has principal repayments deferred until the maturity of the loan on October 31, 2010. Interest on the Term Loan is payable on a quarterly basis at a fixed annual interest rate of 5.85%, net of any patronage payments received by the Company from the bank. Amounts outstanding under the Revolver Facility (none as of June 30, 2008) accrue interest at a rate equal to (at the Company’s option): (i) LIBOR plus a margin ranging from 1.25% to 1.50% or (ii) a variable rate of interest as defined within the Revolver Facility plus 1%.

 

The CoBank Credit Agreement contains certain affirmative and negative covenants of ATN and its subsidiaries (including Commnet) that are typical for loan facilities of this type. Among other things, these covenants restrict ATN’s ability to incur additional debt in the future or to incur liens on its property. ATN has also agreed to maintain certain financial ratios under the facilities, including a total leverage ratio (debt to EBITDA) of two to one or less; a debt service coverage ratio (EBITDA to debt service) of three to one or more; an equity to assets ratio of 0.4 to one or more; and a specified leverage ratio for Commnet of 5.00 to one or less. As of June 30, 2008, the Company was in compliance with the covenants of the CoBank Credit Facility.

 

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Table of Contents

 

8.  STOCK-BASED COMPENSATION

 

In May 2008, at the Company’s Annual Meeting of Stockholders, the Company’s stockholders approved the 2008 Equity Incentive Plan (the “2008 Plan”).  The 2008 Plan replaced the 1998 Stock Option Plan, the 2005 Restricted Stock Plan and the Director’s Remuneration Plan (collectively and including the 2008 Plan the “Share Based Plans”), under which no further awards will be made.  The 2008 Plan allows for the grant of stock options, restricted stock, restricted stock units, stock equivalents and awards of shares of common stock that are not subject to restrictions or forfeiture.

 

During the three months ended June 30, 2007 and 2008, the Company recognized $204,000 and $277,000, respectively, of non-cash compensation expense relating to grants under its Share Based Plans.  During the six months ended June 30, 2007 and 2008, the Company recognized $418,000 and $549,000, respectively, of non-cash compensation expense relating to grants under its Share Based Plans.

 

9.  NET INCOME PER SHARE

 

For the three and six months ended June 30, 2007 and 2008, stock options and restricted stock issued under the share based plans were the only potentially dilutive securities.

 

The reconciliation from basic to diluted weighted average common shares outstanding is as follows (in thousands):

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2007

 

2008

 

2007

 

2008

 

Basic weighted average common shares outstanding

 

15,161

 

15,187

 

15,156

 

15,192

 

Unvested shares

 

43

 

24

 

46

 

24

 

Stock options

 

82

 

42

 

86

 

51

 

Diluted weighted average common shares outstanding

 

15,286

 

15,253

 

15,288

 

15,267

 

 

The following notes the number of common shares not included in the above calculation because the effects of such were anti-dilutive:

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2007

 

2008

 

2007

 

2008

 

Unvested shares

 

 

7

 

 

7

 

Stock options

 

211

 

434

 

196

 

416

 

Total

 

211

 

441

 

196

 

423

 

 

10. SEGMENT REPORTING

 

The Company has five reportable segments which are considered material for separate disclosure under Statement of Financial Accounting Standards No. 131, Disclosures About Segments of an Enterprise and Related Information. Those five segments are: i) Integrated Telephony-International, which generates all of its revenues in Guyana and has all of its assets located in Guyana (“GT&T”), ii) Rural Wireless, which generates all of its revenues in the United States and has all of its assets located in the United States (“Commnet”), iii) Island Wireless, iv) Integrated Telephony-Domestic, which generates all of its revenues and has all of its assets located in the United States (“Sovernet”) and v) Wireless Television and Data, which generates all of its revenues in and has all of its assets located in the U.S Virgin Islands (“Choice”).  Island Wireless became a reportable segment upon completion of BDC’s share repurchase and resulting increase in the Company’s equity interest in BDC, effective May 15, 2008.  The Island Wireless segment generates all of its revenues in and has all of its assets in Bermuda (“Bermuda Digital Communications”). The operating segments are managed separately because each offers different services and serves different markets. Certain elements of the 2007 segment information have been revised to conform to the current format of financial information reviewed by the Company’s chief operating decision makers.

 

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Table of Contents

 

The following tables provide information for each operating segment (in thousands):

 

 

 

For the Three Months Ended June 30, 2007

 

 

 

Integrated
Telephony-
International

 

Rural
Wireless

 

Island
Wireless

 

Integrated
Telephony-
Domestic

 

Wireless
Television
and Data

 

Corporate

 

Eliminations

 

Consolidated

 

Revenues

 

$

26,367

 

$

12,919

 

$

 

$

3,693

 

$

2,178

 

$

2,602

 

$

(2,602

)

$

45,157

 

Depreciation and amortization

 

3,889

 

1,723

 

 

431

 

539

 

76

 

 

6,658

 

Non-cash stock-based compensation

 

 

 

 

32

 

 

172

 

 

204

 

Gain on disposition of long-lived assets

 

 

(1,043

)

 

 

 

 

 

(1,043

)

Operating income (loss)

 

11,394

 

6,502

 

 

497

 

(283

)

532

 

(2,602

)

16,040

 

Interest expense

 

 

(168

)

 

 

(880

)

(660

)

1,047

 

(661

)

Interest income

 

175

 

50

 

 

81

 

 

1,258

 

(1,047

)

517

 

Income taxes

 

4,731

 

2,726

 

 

195

 

(99

)

(303

)

 

7,250

 

Equity in earnings of unconsolidated affiliates, net of tax

 

 

 

 

 

 

7,475

 

(6,833

)

642

 

Net income (loss)

 

$

4,340

 

$

3,632

 

$

 

$

227

 

$

(1,326

)

$

9,009

 

(6,833

)

$

9,049

 

 

 

 

For the Three Months Ended June 30, 2008

 

 

 

Integrated
Telephony-
International

 

Rural
Wireless

 

Island
Wireless

 

Integrated
Telephony-
Domestic

 

Wireless
Television
and Data

 

Corporate

 

Eliminations

 

Consolidated

 

Revenues

 

$

24,687

 

$

16,863

 

$

2,966

 

$

3,730

 

$

2,168

 

$

2,677

 

$

(2,677

)

$

50,414

 

Depreciation and amortization

 

4,163

 

2,215

 

275

 

422

 

275

 

74

 

 

7,424

 

Non-cash stock-based compensation

 

 

 

 

32

 

 

245

 

 

277

 

Gain on disposition of long-lived asset

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

10,817

 

8,429

 

938

 

553

 

(385

)

383

 

(2,677

)

18,058

 

Interest expense

 

 

(76

)

(105

)

(1

)

(879

)

(663

)

1,060

 

(664

)

Interest income

 

155

 

96

 

5

 

53

 

 

1,161

 

(1,060

)

410

 

Income taxes

 

4,590

 

3,112

 

 

186

 

(135

)

(1,111

)

 

6,642

 

Equity in earnings of unconsolidated affiliates, net of tax

 

 

 

 

 

 

8,078

 

(7,806

)

272

 

Net income (loss)

 

$

4,044

 

$

4,519

 

$

394

 

$

259

 

$

(1,275

)

$

10,069

 

$

(7,806

)

$

10,204

 

 

 

 

For the Six Months Ended June 30, 2007

 

 

 

Integrated
Telephony-
International

 

Rural
Wireless

 

Island
Wireless

 

Integrated
Telephony-
Domestic

 

Wireless
Television
and Data

 

Corporate

 

Eliminations

 

Consolidated

 

Revenues

 

$

52,822

 

$

24,756

 

$

 

$

7,326

 

$

4,173

 

$

5,130

 

$

(5,130

)

$

89,077

 

Depreciation and amortization

 

7,766

 

3,253

 

 

901

 

1,086

 

153

 

 

13,159

 

Non-cash stock-based compensation

 

 

 

 

63

 

 

355

 

 

418

 

Gain on disposition of long-lived assets

 

 

(1,176

)

 

 

 

 

 

(1,176

)

Operating income (loss)

 

22,470

 

11,372

 

 

936

 

(851

)

676

 

(5,130

)

29,473

 

Interest expense

 

 

(335

)

 

 

(1,742

)

(881

)

2,075

 

(883

)

Interest income

 

315

 

84

 

 

145

 

 

2,639

 

(2,075

)

1,108

 

Income taxes

 

9,365

 

4,555

 

 

344

 

(298

)

(52

)

 

13,914

 

Equity in earnings of unconsolidated affiliates, net of tax

 

 

 

 

 

 

13,103

 

(12,005

)

1,098

 

Net income (loss)

 

$

8,459

 

$

6,052

 

$

 

$

426

 

$

(2,877

)

$

15,892

 

$

(12,005

)

$

15,947

 

 

 

 

For the Six Months Ended June 30, 2008

 

 

 

Integrated
Telephony-
International

 

Rural
Wireless

 

Island
Wireless

 

Integrated
Telephony-
Domestic

 

Wireless
Television
and Data

 

Corporate

 

Eliminations

 

Consolidated

 

Revenues

 

$

49,890

 

$

31,406

 

$

2,966

 

$

7,430

 

$

4,352

 

$

5,226

 

$

(5,226

)

$

96,044

 

Depreciation and amortization

 

8,347

 

4,206

 

275

 

850

 

673

 

150

 

 

14,501

 

Non-cash stock-based compensation

 

 

 

 

63

 

 

486

 

 

549

 

Gain on disposition of long-lived assets

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

21,706

 

15,178

 

938

 

1,133

 

(806

)

789

 

(5,226

)

33,712

 

Interest expense

 

 

(214

)

(105

)

(3

)

(1,759

)

(1,312

)

2,077

 

(1,316

)

Interest income

 

350

 

271

 

5

 

112

 

 

2,317

 

(2,077

)

978

 

Income taxes

 

9,527

 

5,593

 

 

386

 

(282

)

(1,192

)

 

14,032

 

Equity in earnings of unconsolidated affiliates, net of tax

 

 

 

 

 

 

14,804

 

(14,069

)

735

 

Net income (loss)

 

$

7,879

 

$

8,122

 

$

394

 

$

537

 

$

(2,581

)

$

17,789

 

$

(14,069

)

$

18,071

 

 

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Table of Contents

 

Segment Assets

 

December 31, 2007

 

Integrated
Telephony-
International

 

Rural
Wireless

 

Island
Wireless

 

Integrated
Telephony-
Domestic

 

Wireless
Television
And Data

 

Corporate

 

Consolidated

 

Net Fixed Assets

 

$

111,963

 

$

34,868

 

$

 

$

3,320

 

$

4,884

 

$

718

 

$

155,753

 

Goodwill

 

 

32,148

 

 

7,196

 

 

 

39,344

 

Total Assets

 

156,094

 

117,680

 

 

22,922

 

6,547

 

41,383

 

344,626

 

 

Segment Assets

 

June 30, 2008

 

Integrated
Telephony-
International

 

Rural
Wireless

 

Island
Wireless

 

Integrated
Telephony-
Domestic

 

Wireless
Television
And Data

 

Corporate

 

Consolidated

 

Net Fixed Assets

 

$

107,321

 

$

45,306

 

$

12,898

 

$

3,166

 

$

4,489

 

$

572

 

$

173,752

 

Goodwill

 

 

32,148

 

855

 

7,274

 

 

 

40,277

 

Total Assets

 

155,934

 

121,145

 

33,336

 

22,544

 

6,193

 

11,093

 

350,245

 

 

Capital Expenditures

 

Six Months Ended 
June 30,

 

Integrated
Telephony-
International

 

Rural
Wireless

 

Island
Wireless

 

Integrated
Telephony-
Domestic

 

Wireless
Television
And Data

 

Corporate

 

Consolidated

 

2007

 

$

10,682

 

$

7,078

 

$

 

$

575

 

$

4

 

$

 

$

18,339

 

2008

 

5,905

 

14,506

 

22

 

294

 

171

 

2

 

20,900

 

 

11.  RELATED PARTY TRANSACTION

 

In 2001, the Company curtailed the operations and funding of its ATN-Haiti and Transnet S.A. subsidiaries (the “Haitian Subsidiaries”), wrote-down its investment and began exploring strategic alternatives for the use or disposition of the remaining assets of the Haitian Subsidiaries. In May 2006, the Company’s Board of Directors authorized the Company to enter into discussions to sell, at fair value, subject to review and final approval by the Audit Committee, the remaining assets of the Haitian Subsidiaries, consisting primarily of an office building and 13 tower sites located in Haiti, to Cornelius B. Prior, Jr., the Company’s Executive Chairman, who is also the father of the Company’s Chief Executive Officer.

 

In August 2007, the Company, upon final approval by the Company’s Board of Directors and Audit Committee, completed the sale of the remaining assets of the Haitian Subsidiaries to Access Haiti, S.A., a Haitian company in which Mr. Prior is a significant equity holder, for $750,000 and the release by Access Haiti, S.A. of certain indebtedness of Transnet S.A. In connection with the sale, Mr. Prior has agreed to indemnify the Company for any claims made against the Haitian Subsidiaries by creditors and vendors of the Haitian Subsidiaries in excess of $200,000 in the aggregate. In addition, Mr. Prior has agreed to assist the Company in dissolving the Haitian Subsidiaries and agreed that if the dissolution had not been completed by January 2008, the Company would retain the right to sell the Company’s equity interests in the Haitian Subsidiaries to Mr. Prior for $1. On May 6, 2008, Mr. Prior purchased the Company’s remaining equity interests.

 

12.  COMMITMENTS AND CONTINGENCIES

 

Regulatory and Litigation Matters

 

The Company and its subsidiaries are subject to certain regulatory and legal proceedings and other claims arising in the ordinary course of business, some of which involve claims for damages and taxes that are substantial in amount. The Company believes that, except for the items discussed below, for which the Company is currently unable to predict the final outcome, the disposition of proceedings currently pending will not have a material adverse effect on the Company’s financial position or results of operations.

 

Regulatory

 

The Company’s Guyana subsidiary, GT&T, is subject to regulation in Guyana under the provisions of its license and under the Guyana Public Utilities Commission Act of 1999 and the Guyana Telecommunications Act of 1990. GT&T also has certain significant rights and obligations under the agreement pursuant to which the Company acquired its interest in GT&T in 1991. In addition, because of the large volume of traffic that GT&T has with the United States, GT&T can be significantly affected by orders of U.S. regulatory agencies.

 

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In a letter dated September 8, 2006, Guyana’s National Frequency Management Unit (“NFMU”) implied that spectrum fees in 2008 and onward may be increased beyond an amount agreed between GT&T and the Government. GT&T stated its position in a September 14, 2006 letter to the Guyana Government that, by agreement with the Government, spectrum fees would be capped until the NFMU develops a fee methodology, acceptable to all GSM Spectrum licensees, that results in total spectrum fees payable that do not appreciably exceed the capped amount. In correspondence to GT&T in June 2007, the NFMU stated, without indicating whether a fee methodology would be developed, that the cap on GSM spectrum fees will be removed in December 2007. In a letter dated July 3, 2007 to the NFMU, GT&T objected to the NFMU’s proposed action and reiterated its position that determining spectrum fees prior to development of an acceptable methodology would violate the Government’s prior agreement.

 

Since 2001, the Government has stated its intention to introduce additional competition into Guyana’s telecommunications sector. In 2002, the Government held formal discussions with GT&T regarding this matter. In February and March 2008, at the request of the Government, GT&T met with high-ranking members of the Government officials to discuss potential modifications of GT&T’s exclusivity rights and the introduction of competition for international voice and data services. ATN and GT&T believe that such competition is precluded by GT&T’s exclusive license to provide domestic fixed (local exchange) and international voice and data services in Guyana,  which has a stated expiration in December 2010 and is renewable for an additional 20 year term at GT&T’s option.

 

ATN and GT&T believe that any early termination of our exclusivity would require our consent and appropriate compensation to GT&T, including but not limited to, an adjustment of service rates to reflect the real economic cost to GT&T of providing such services. The Government has informally indicated that it anticipates a transition to full competition in the telecommunications sector will require a significant rebalancing of local and long distance rates for domestic and international services provided by GT&T.  GT&T is working with the Government to develop an appropriate methodology and process to implement rate rebalancing during and after a transition to competition.  Further, ATN and GT&T believe that certain modifications to the legal and regulatory regime governing the telecommunications market sector in Guyana would be needed, as well as the satisfactory resolution of certain long-standing claims between ATN and GT&T and the Government relating to certain tax and other matters (as described below), for GT&T to consider voluntarily relinquishing its rights by law and contract to be the exclusive provider of domestic fixed and international voice and data services in Guyana.  Although discussions are ongoing, we have been open about our willingness to forego renewal of our international exclusivity rights in 2010 as part of an overall settlement and agreement, although the Government has indicated to us a desire to introduce competition in international services in late 2008.

 

At this time, ATN and GT&T do not know if there will be any regulatory developments in Guyana that will have the effect of terminating or limiting the exclusivity provision of our license, and if so, the timing of any such developments and whether they would be pursuant to an agreement between GT&T and the Government. Other than entering into such an agreement on terms acceptable to us, ATN and GT&T would seek to enforce GT&T’s rights by law and contract to be the exclusive provider of international voice and data services in Guyana. Although ATN and GT&T believe that they would be entitled to damages for any involuntary termination of that exclusive license, ATN and GT&T cannot guarantee that we would prevail in any court or arbitration proceeding.

 

On January 15, 2007, the Public Utilities Commission (“PUC”) issued a ruling that fixed floor and ceiling rates for both the pre-paid and the post-paid cellular services offered by GT&T and its competition. GT&T’s National Competition has been offering promotions that appear to us to violate the floor on cellular rates. We believe the PUC is discriminately enforcing the new minimum and maximum rates in favor of GT&T’s primary competitor and, in late 2007, GT&T filed a lawsuit contesting the PUC’s enforcement.  The PUC has indicated its intent to revisit the floor rate and, possibly, eliminate it.

 

In January 2007, the PUC ordered GT&T and GT&T’s National Competition to implement per-second billing for cellular airtime as opposed to the pre-existing practice of per-minute billing for airtime. The PUC has initiated a proceeding to consider expanding per-second billing to non-mobile, international outbound service.  Any such action by the PUC could have an adverse effect on GT&T’s financial condition or results of operations.

 

In October 1997, the PUC ordered GT&T to increase the number of telephone lines in service to a total of 69,278 lines by the end of 1998; 89,054 lines by the end of 1999; and 102,126 lines by the end of 2000; to allocate and connect an additional 9,331 telephone lines before the end of 1998; and to provide to subscribers who request them facilities for call diversion, call waiting, reminder call, and three-way calling by the end of 1998. In issuing this order, the PUC did not hear evidence or make any findings on the cost of providing these lines and services, the adjustment in telephone rates that may be necessary to give GT&T a fair return on its investment, or the ways and means of financing the requirements of the PUC’s order. GT&T has appealed the PUC’s order to the Guyana Court of Appeal, and that appeal is still pending. No stay currently exists against this order.

 

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In July 2004, the FCC released an order revising the spectrum band plan applicable to the Broadband Radio Service and Educational Broadband Service. These are the spectrum bands through which Choice operates its video and broadband data services. The new rules restructure these spectrum bands and could materially impact Choice customers and operations if Choice is required to transition to the new band plan. The FCC has stated that it will consider requests for waiver of the new band plan requirements on a case-by-case basis and described the circumstances under which waivers would be granted. To date the FCC has granted at least three waivers that excuse entities similar to Choice from the re-banding requirement. On April 30, 2007, Choice filed a waiver request at the FCC, which remains pending.

 

In a separate proceeding in September 2005, the FCC released an order reallocating to Advanced Wireless Services (“AWS”) another spectrum band used by Choice for its broadband data service. In September 2006, the FCC completed an auction of the AWS spectrum to new licensees. In order to clear the spectrum for the new licensee, Choice will be required to relocate certain operations to different spectrum. However, Choice believes any disruption to its operations by relocating to accommodate a new AWS licensee will be mitigated by the FCC’s relocation and compensation rules which specify a mandatory, multi-year negotiation period and relocation to comparable facilities with the costs borne by the party precipitating the move.

 

Litigation

 

Upon the acquisition of GT&T in January 1991, ATN entered into an agreement with the government of Guyana to significantly expand GT&T’s existing facilities and telecommunications operations and to improve service within a three-year period pursuant to an expansion and service improvement plan (the “Plan”). The government agreed to permit rate increases in the event of currency devaluation within the three-year period, but GT&T was unable to get timely increases when the Guyanese currency suffered a sharp decline in March 1991. The Plan was modified in certain respects, and the date for completion of the Plan was extended to February 1995. Since 1995, the PUC has had pending a proceeding initiated by the Minister of Telecommunications of Guyana with regard to the failure of GT&T to complete the Plan by February 1995. The PUC last held hearings on this matter in 1998. It is GT&T’s position that its failure to receive timely rate increases in compensation for the devaluation of currency in 1991 provides legal justification for GT&T’s delay in completing the Plan. If the PUC were to find that GT&T was not excused from fulfilling the terms of the Plan by February 1995, GT&T could be subject to monetary penalties, cancellation of its license, or other action by the PUC or the government that could have a material adverse effect on the Company’s business and prospects. The requirements of the Plan were substantially completed more than five years ago. GT&T believes that its obligations have been fulfilled and it has continued to aggressively develop the telecommunications infrastructure in all areas including landline, wireless and data.

 

GT&T is contesting income tax assessments of approximately $7.3 million that it has received from the commissioner of Inland Revenue for the years 1991-1996 based on the disallowance as a deduction for income tax purposes of five-sixths of the advisory fees payable by GT&T to the Company. The deductibility of these advisory fees was upheld for one of these years by a decision of the High Court in August 1995. The Guyana Commission of Inland Revenue has filed a High Court Writ seeking an order setting aside that decision on the grounds that the Commissioner did not have a proper hearing. GT&T has contested that Writ. The assessments for the other years are being held in abeyance pending decision on the Writ and GT&T motions to strike. Subsequent to December 31, 2001, GT&T received assessments for the years 1997-2000 in the aggregate amount of approximately $6.5 million raising the same issues. GT&T expects that proceedings on these assessments will also be held in abeyance pending the Court’s decision.

 

In November 1997, GT&T received assessments of the current equivalent of approximately $9.7 million from the commissioner of Inland Revenue for taxes for the years 1991 through 1996. It is GT&T’s understanding that these assessments stem from an audit that the Guyana High Court stayed before it was completed. Apparently, because the audit was cut short as a result of the High Court’s order, GT&T did not receive notice of, and an opportunity to respond to, the proposed assessments as is the customary practice in Guyana, and substantially all of the issues raised in the assessments appear to be based on mistaken facts. GT&T has applied to the Guyana High Court for an order prohibiting the commissioner of Inland Revenue from enforcing the assessments on the grounds that the origin of the audit and the failure to give GT&T notice of, and opportunity to respond to, the proposed assessments violated Guyanese law. The Guyana High Court has issued an order effectively prohibiting any action on the assessments pending the determination by the High Court of the merits of GT&T’s application.

 

Should GT&T be held liable for any of the above tax liabilities, totaling $23.5 million, the Company believes that the government of Guyana would be obligated to reimburse GT&T for any amounts that would reduce GT&T’s return on investment to less than 15% per annum for the relevant periods.

 

In early 2000, Inet Communications, Inc., an internet service provider in Guyana, and the Guyana Consumers Association filed a suit in the High Court against the Attorney General of Guyana and GT&T. The suit claims that GT&T is not entitled to rate increases based on the agreement between the Government of Guyana and ATN and that the Civil Law of Guyana prohibits what is referred to as

 

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GT&T’s monopoly. Inet’s motion was struck down for non-appearance of counsel. However, Inet’s counsel has applied for the matter to be restored. The Court has not yet taken action on Inet’s application.

 

In July 2002 an individual sued the Attorney General of Guyana in the Guyana courts asking, among other things, for a declaration that the section of the Company’s 1990 contract with the Government of Guyana granting to GT&T an exclusive right to operate a telecommunications system in Guyana was null and void as contrary to law and to the Constitution of Guyana. GT&T has joined the suit to contest these claims and this proceeding remains pending.

 

For further information concerning other pending litigation matters, the disposition of which could have a material adverse effect on the Company’s financial position or results of operations,  see “Notes to Consolidated Financial Statements, Note 12, Commitments and Contingencies — Regulatory and Litigation Matters” in our 2007 Form 10-K.

 

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

 

This discussion should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2007 Form 10-K. Some of the statements in the discussion are forward-looking statements which are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. These risk factors include those discussed under Item 1A, “Risk Factors” in our 2007 Form 10-K and those set forth in this Report under “Cautionary Statement Regarding Forward-Looking Statements.”

 

OVERVIEW

 

We provide wireless and wireline telecommunications services in the Caribbean and North America through the following operating subsidiaries and affiliate:

 

·        Guyana Telephone & Telegraph Company, Ltd. (or GT&T), the national and international telephone company in the Republic of Guyana and the largest wireless service provider in that country. We have owned 80% of the equity of GT&T since January 1991.

 

·        Commnet Wireless, LLC (or Commnet), an owner and operator of wholesale wireless networks in rural areas of the United States. Commnet provides wireless voice and data communications roaming services primarily to national, regional and local wireless carriers. We acquired 95% of the equity of Commnet in September 2005 and the remaining 5% in January 2007.

 

·          Bermuda Digital Communications, Ltd. (or “BDC”), the largest wireless voice and data communications service provider in Bermuda, doing business under the name “Cellular One”. We acquired an equity interest in, and signed a management contract with, BDC in 1998.  On May 15, 2008, BDC completed a share repurchase of its common stock.  We did not tender any shares for repurchase, and, as a result of the transaction, increased our holdings from 43% to approximately 58% of BDC’s outstanding common stock.  Prior to this increase in holdings, we accounted for our investment in BDC under the equity method and earnings from BDC did not appear in our income from operations, but were instead reflected in equity in earnings of unconsolidated affiliates.  Effective with the completion of BDC’s share repurchase, we began consolidating BDC’s results of operations.

 

·          Sovernet, Inc., (or Sovernet), a facilities-based integrated voice, broadband data communications and dial-up service provider in New England, primarily in Vermont. We have owned 96% of Sovernet since its acquisition in February 2006.

 

·        Choice Communications, LLC (or Choice), a leading provider of fixed wireless broadband data services, wireless digital television services and dial-up internet services to retail and business customers in the U.S. Virgin Islands. We acquired Choice in October 1999 and own 100% of the equity of Choice.

 

As a holding company, we provide management, technical, financial, regulatory, and marketing services to, and typically receive a management fee equal to approximately 4% to 6% of revenues from each operating subsidiary.

 

The following chart summarizes the operating activities of our subsidiaries and the markets they serve as of June 30, 2008:

 

Services

 

Segment

 

Operating Subsidiary/Affiliate

 

Markets

Wireless

 

Rural Wireless
Integrated Telephony-International
Island Wireless

 

Commnet
GT&T
BDC

 

United States (rural markets) Guyana
Bermuda

 

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Local Telephone and Data

 

Integrated Telephony-International
Integrated Telephony-Domestic
Wireless Television and Data

 

GT&T
Sovernet
Choice (internet access)

 

Guyana
United States (New England)
U.S. Virgin Islands

 

 

 

 

 

 

 

International Long Distance

 

Integrated Telephony-International

 

GT&T

 

Guyana

 

 

 

 

 

 

 

Other

 

Wireless Television and Data

 

Choice (digital television)

 

U.S. Virgin Islands

 

For information about our business segments and geographical information about our operating revenues and long-lived assets, see Note 10 to the Consolidated Financial Statements included in this Report.

 

In the past, we generated most of our revenue and operating income from our GT&T operations and we continue to rely on GT&T for a significant portion of our revenues and profits. GT&T provides domestic wireline telephone service and international long distance service pursuant to an exclusive license from the Government of Guyana and provides wireless service on a non-exclusive basis. The rates that GT&T may charge for its services are regulated by the Public Utility Commission of Guyana (or PUC), an independent regulatory body responsible for regulating telecommunications. See “Business—Regulation of Our GT&T Subsidiary” in the 2007 Form 10-K. The largest component of GT&T’s contribution to our consolidated revenue and profit has been from its international long distance business and that business still accounts for roughly half of GT&T’s revenue.  Most of these revenues and profits are from payments by foreign carriers, which are denominated in U.S. dollars, for handling international long distance calls originating by foreign carriers and terminating in Guyana. The rates at which GT&T collects fees from foreign carriers are established by agreements between it and foreign carriers, and can be affected by limits set by foreign telecommunications regulators, especially the U.S. Federal Communications Commission (or FCC). The primary drivers of the long distance business are the population of Guyanese living abroad who initiate calls to Guyana, the rate foreign carriers pay GT&T for handling the incoming international calls, and the number of people in Guyana capable of receiving international long distance calls, which consist of wireline telephone customers and all the wireless subscribers in Guyana (including subscribers to competitor wireless service providers). In addition, in recent years, we believe various methods of illegal bypass and alternative and cheaper media for communication, such as e-mail and text messaging, may have had a negative impact on both voice traffic and on international long distance revenues. We have taken a number of measures to counter illegal bypass, including taking action against unlicensed operators in Guyana, introducing special outbound call center rates and we are examining automated technical solutions as well. GT&T has also recently faced an increased competitive environment for wireless services in Guyana. Digicel’s entry into the Guyana wireless market has significantly increased the competition we face in the Guyana wireless market. Since early 2007, Digicel has used aggressive operational and capital spending to gain market share, including promotional pricing, the use of extensive give-aways and handset subsidies. In turn, we have countered with our own promotions and accelerated the timing of some of our capital expenditures on network expansion and upgrades. We believe that network coverage and quality of service at competitive prices are some of the most important bases on which we compete. In the short-term, however, promotions can have a significant effect on the market. This heightened competition has resulted in higher marketing expense and a decline in market share.

 

In 2005 and 2006, we entered new businesses and markets through our acquisitions of Commnet and Sovernet. These businesses have provided us with new sources of revenues and with additional growth opportunities. As a result, while GT&T continues to represent a significant portion of our revenues and profits, its relative contribution to our consolidated revenues and consolidated net income has declined significantly in recent years. For the quarters ended June 30, 2007 and 2008, GT&T generated approximately 58% and 49%, respectively, of our consolidated revenues.  Commnet generated approximately 65% and 68% of our wireless revenue for the second quarter of 2007 and 2008, respectively. Sovernet generated approximately 32% and 30% of our local telephone and data revenue for the three months ended June 30, 2007 and 2008. We are actively evaluating additional acquisition opportunities of businesses that meet our return on investment and other acquisition criteria.

 

Recent Developments

 

Guyana Operations.      Since 2001, the Government of Guyana has stated its intention to introduce additional competition into Guyana’s telecommunications sector, including conducting formal discussions with GT&T in 2002 regarding this matter. In February and March 2008, at the request of the Government, GT&T met with high-ranking members of the Government to discuss potential modifications of GT&T’s exclusive right to offer international voice and data services. We believe that such competition is precluded by the exclusivity provisions of our license, which has a stated expiration in December 2010 and is renewable for an additional 20 year term at our option.

 

We believe that any early termination of our exclusivity would require our consent and appropriate compensation to GT&T, including but not limited to, an adjustment of service rates to reflect the real economic cost to GT&T of providing such services.  The Government recently indicated that a transition to full competition in the telecommunications sector is anticipated to require a significant

 

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rebalancing of local and long distance rates for domestic and international services provided by GT&T.  GT&T is working with the Government to develop an appropriate methodology and process to implement rate rebalancing during and after a transition to competition.

 

Further, we believe that certain modifications to the legal and regulatory regime governing the telecommunications market sector in Guyana would be needed, as well as the satisfactory resolution of certain long-standing claims between us and the Government relating to certain tax and other matters (as described in Note 12 to our 2007 Form 10-K), for us to consider voluntarily relinquishing GT&T’s rights by law and contract to be the exclusive provider of international voice and data services in Guyana. Although discussions are ongoing, we have been open about our willingness to forego renewal of our international exclusivity rights in 2010 as part of an overall settlement and agreement, although the Government has indicated to us a desire to introduce competition in international services in late 2008.

 

At this time, we do not know if there will be any regulatory developments in Guyana that will have the effect of terminating or limiting our exclusive license, and if so, the timing of any such developments and whether they would be pursuant to an agreement between us and the Government. Other than entering into such an agreement on terms acceptable to us, we would seek to enforce GT&T’s rights by law and contract to be the exclusive provider of international voice and date services in Guyana. Although we believe that we would be entitled to damages for any involuntary termination of that license, we cannot guarantee that we would prevail in any court or arbitration proceeding.

 

We are highly dependent on GT&T for a significant portion of our revenues and profits. For the three months ended June 30, 2008 approximately 49% of our consolidated revenue and approximately 40% of our consolidated net income, respectively, were generated by GT&T. Our international long distance revenues from GT&T have accounted for approximately 25% of our consolidated revenue during the three months ended June 30, 2008. As of June 30, 2008, we have invested approximately $282 million in Guyanese telecommunications infrastructure. A loss of exclusivity on international voice and data services would result in a reduction in the international call traffic that we handle and could also result in a decline in international calling rates and termination fees. Any revocation, early termination or other modification of the exclusivity provisions of our license could adversely affect a majority of our revenues and profits and diminish the value of our investment in Guyana. See “Risk Factors—Our exclusive license to provide local exchange and long distance telephone services in Guyana is subject to significant political and regulatory risk” in our 2007 Form 10-K.

 

Commnet Transaction.     In December 2007, Commnet completed the sale of 59 base stations, along with spectrum licenses, in two Midwestern states for total consideration of approximately $17.0 million and recorded a pre-tax gain of $5.0 million. At the same time, Commnet entered into an agreement with this carrier to purchase spectrum, lease additional spectrum and build a network in rural areas in three other states. As of May, 2008, this new network consists of approximately 70 base stations, and includes a long-term roaming agreement with this carrier. Commnet committed to and completed the new network build by June 30, 2008. The agreement also provides the carrier with a purchase option on the new base stations exercisable beginning in 2010 through 2012 at a predetermined price each year. The purchase price consideration reduces each option year and was determined based on estimates of what would be needed to provide a reasonable return on our investment and is intended to be reflective of the then fair value of the base stations.

 

BDC.     On May 15, 2008, BDC completed a $17.0 million share repurchase of its common stock. We did not tender any shares for repurchase, and, as a result of the transaction, increased our holdings from 43% to approximately 58% of BDC’s outstanding common stock.  We funded the transaction by loaning BDC $17.0 million from our cash on hand.

 

Upon completion of the tender offer, BDC’s option, which would have been exercisable in July 2008, to repurchase from us all of our equity interest in BDC, was replaced with our right, exercisable in May 2013, to purchase all of BDC’s then outstanding common stock at the then fair value of the shares.  In the event we do not exercise that right, BDC will then have the right to purchase all of our equity interest in BDC at the then fair value of the shares.

 

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Results of Operations

 

Three Months Ended June 30, 2008 and 2007

 

 

 

Three Months Ended
June 30,

 

Amount of
Increase

 

Percent
Increase

 

 

 

2007

 

2008

 

(Decrease)

 

(Decrease)

 

 

 

 

 

(In thousands)

 

 

 

REVENUE:

 

 

 

 

 

 

 

 

 

Wireless

 

$

19,884

 

$

24,786

 

$

4,902

 

24.7

%

Local telephone and data

 

11,439

 

12,267

 

828

 

7.2

 

International long distance

 

12,802

 

12,387

 

(415

)

(3.2

)

Other

 

1,032

 

974

 

(58

)

(5.6

)

Total revenue

 

45,157

 

50,414

 

5,257

 

11.6

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

Termination and access fees

 

7,696

 

8,376

 

680

 

8.8

 

Internet and programming

 

817

 

863

 

46

 

5.6

 

Engineering and operations

 

5,709

 

5,930

 

221

 

3.9

 

Sales and marketing

 

3,641

 

2,944

 

(697

)

(19.1

)

General and administrative

 

5,639

 

6,819

 

1,180

 

20.9

 

Depreciation and amortization

 

6,658

 

7,424

 

766

 

11.5

 

Gain on disposition of long-lived assets

 

(1,043

)

 

1,043

 

100.0

 

Total operating expenses

 

29,117

 

32,356

 

3,239

 

11.1

 

Income from operations

 

16,040

 

18,058

 

2,018

 

12.6

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

Interest expense

 

(661

)

(664

)

(3

)

0.5

 

Interest income

 

517

 

410

 

(107

)

(20.7

)

Other income, net

 

1,514

 

143

 

(1,371

)

(90.6

)

Other income (expense), net

 

1,370

 

(111

)

(1,481

)

(108.1

)

INCOME BEFORE INCOME TAXES, MINORITY INTERESTS AND EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATES

 

17,410

 

17,947

 

537

 

3.1

 

Income taxes

 

7,250

 

6,642

 

(608

)

(8.4

)

INCOME BEFORE MINORITY INTERESTS AND EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATES

 

10,160

 

11,305

 

1,145

 

11.3

 

Minority interests, net of tax

 

(1,753

)

(1,373

)

380

 

21.7

 

Equity in earnings of unconsolidated affiliates, net of tax

 

642

 

272

 

(370

)

(57.6

)

NET INCOME

 

$

9,049

 

$

10,204

 

$

1,155

 

12.8

%

 

Wireless revenue. Wireless revenue includes wholesale voice and data roaming revenue from our rural U.S. operations and retail wireless revenues generated in Guyana.  For 2008, wireless revenue also includes retail wireless revenues generated in Bermuda, effective May 15, 2008.

 

Wireless revenue increased to $24.8 million for the three months ended June 30, 2008 from $19.9 million for the three months ended June 30, 2007, an increase of $4.9 million, or 25%.

 

Notwithstanding the sale of 59 base stations during the fourth quarter of 2007, our rural U.S. business increased its revenues by $4.0 million, or 31%, to $16.9 million from $12.9 million for the quarter ended June 30, 2008 and 2007, respectively. The increase in revenue from this business was due primarily to growth in voice and data traffic at existing sites as well as the continued deployment of additional GSM and CDMA wireless base stations that generated additional minutes of use and increased data revenue.  Also included in this increase was $0.7 million of switching fees earned on the 59 sold base stations. As of June 30, 2008 a total of 367 base stations were deployed as compared to 309 base stations as of June 30, 2007. Of the 367 total base stations, all were GSM and CDMA base stations as of June 30, 2008, as compared to 263 GSM and CDMA base stations as of June 30, 2007.

 

The consolidation of our Bermuda subsidiary’s operating results contributed $2.9 million of the increase in wireless revenue. This increase reflects one and a half month’s operations of BDC, which became a consolidated subsidiary on May 15, 2008.

 

The increase in wireless revenue from our rural U.S. operations and BDC was partially offset by a decline in wireless revenue in Guyana. As discussed previously, a large regional wireless operator entered the market in late 2006 with aggressive marketing campaigns

 

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and handset subsidies.  This decline in revenue in the second quarter of 2008 reflects the continued impact of that competition, a decrease in rates and the introduction of per second billing in March 2007 for all wireless calls. This additional competition in Guyana caused our wireless subscribers to decrease by 28,000, or 9%, from 305,000 subscribers as of June 30, 2007 to 277,000 subscribers as of June 30, 2008. These factors resulted in a $2.0 million decrease in GT&T’s wireless revenue from $7.0 million during the second quarter of 2007 to $5.0 million during the same period of 2008.

 

We anticipate that our wireless revenue will continue to increase in future periods as a result of our increased interest in BDC, which is now consolidated into our results of operations, and from the continued growth of our rural U.S. operations. The increase in voice and data traffic from our rural U.S. operations is likely be offset, in part, by scheduled and negotiated reductions in rates. We also anticipate that the switching fees related to the 59 sold base stations will also decrease rapidly and terminate by the end of 2008.  In our Guyana retail wireless business, we expect that the network capacity and coverage we have added will lead to increased traffic over time, although competitive pressures in the past year have caused a decline in our subscriber base which may limit future growth or even cause further decline.

 

Local telephone and data revenue. Local telephone and data revenue is generated by our wireline operations in Guyana, our integrated voice and data operations in New England, and our data services in the U.S. Virgin Islands. This revenue includes basic service fees, measured service revenue, and internet access fees, as well as installation charges for new lines, monthly line rental charges, long distance or toll charges (excluding international long distance charges in Guyana), maintenance and equipment sales.

 

Local telephone and data revenue increased by $0.9 million, or 8%, to $12.3 million for 2008 from $11.4 million for 2007. The increase is primarily attributable to growth in GT&T’s access lines in Guyana from approximately 124,000 lines as of June 30, 2007 to approximately 135,000 lines as of June 30, 2008 (an increase of 9%), increased interconnect fees, growth in broadband data customers in Guyana and continued strong growth in wireless broadband customers in the U.S. Virgin Islands.  While Sovernet continues to add business customers for its voice and data services and improve profitability, its overall revenue remains largely unchanged because of the decline in its residential data business, particularly its dial-up internet services.  In future periods, we anticipate that local telephone and data revenue will increase modestly as a result of network and subscriber and access line growth in Guyana, the U.S. Virgin Islands and New England.

 

International long distance revenue. International long distance revenue is generated by international telephone calls into and out of Guyana and does not include international long distance revenue generated by our other operations. Inbound traffic, which made up 86% of all international long distance traffic and more than 71% of international long distance revenue for the three months ended June 30, 2008, is settled in U.S. dollars.

 

International long distance revenue was $12.4 million during the second quarter, a decrease of $0.4 million, or 3%, from $12.8 million in 2007. This decrease was partly a result of certain significant events during the second quarter of 2007, such as Guyana’s hosting of Cricket World Cup matches and the Rio Group Summit, which we believe caused an increase in international traffic during that period.  The outcome of negotiations with the Government of Guyana regarding the exclusivity terms of GT&T’s license is likely to negatively impact this revenue in the future.  We are also subject to illegal bypass via internet calling, which we believe increased considerably in 2008, and compete against alternative and cheaper media for communication, such as e-mail and text messaging. These other modes of communication may cause a decline in both voice traffic and in international long distance revenues in future periods, although we may see a slight increase in traffic and revenues if we are effective in combating illegal bypass.

 

Other revenue . Other revenue represents revenue from digital television services in the U.S. Virgin Islands, which remained at $1.0 million for 2008 and 2007. Our growth in revenue from our wireless digital television services is expected to continue to slow in the future as a result of minimal anticipated future subscriber and market share growth within our currently existing geographic footprint.

 

Termination and access fee expenses . Termination and access fee expenses are charges that we pay for voice and data transport circuits (in particular, the circuits between our rural wireless sites and our switches), internet capacity and other access fees we pay to terminate our calls.

 

Termination and access fee expenses increased by $0.7 million, or 9%, from $7.7 million to $8.4 million from 2007 to 2008, respectively as a result of increased traffic at Commnet and GT&T, as well as the consolidation of BDC’s results of operations. These expenses are expected to increase in future periods, but remain fairly consistent as compared to their related revenues, as our rural wireless and CLEC operations in Vermont expand.

 

Internet and programming expenses. Internet and programming expenses include internet connectivity charges and digital television programming.

 

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Internet and programming expenses increased modestly from $0.8 million in 2007 to $0.9 million in 2008. This increase was primarily from the growth in our broadband data and television subscribers in the U.S. Virgin Islands. We expect that internet and programming expenses will remain fairly consistent as a percentage of related revenues in the near future.

 

Engineering and operations expenses. Engineering and operations expenses include the expenses associated with developing, operating, supporting and expanding our networks, including the salaries and benefits paid for employees directly involved in the development and operation of our networks.

 

Engineering and operations expenses increased by $0.2 million, or 4%, from $5.7 million to $5.9 million for 2007 to 2008, respectively. This increase is primarily the result of the consolidation of the operating results of our Bermuda subsidiary. We expect that engineering and operations will continue to increase to further support our domestic and international networks.

 

Sales and marketing expenses. Sales, marketing and customer service expenses include salaries and benefits we pay for sales personnel, customer service expenses, sales commissions and the costs associated with the development and implementation of our promotion and marketing campaigns.

 

Sales and marketing expenses decreased by $0.7 million, or 19%, from $3.6 million to $2.9 million from 2007 to 2008, respectively. During the second quarter of 2007, GT&T incurred an unusually high level of sales and marketing costs in response to increased wireless competition, including wireless handset promotions, increased advertising and higher sales commissions.  In 2008, GT&T’s sales and marketing expenses returned to a lower level.  While we do not think that these expenses are likely to return to second quarter 2007 levels, it is hard to predict changes in the competitive environment and therefore there may be large fluctuations in these expenses in future periods.  The decrease in GT&T’s sales and marketing expenses was partially offset by BDC’s sales and marketing expenses which we began to consolidate effective May 15, 2008.

 

General and administrative expenses. General and administrative expenses include salaries, benefits and related costs for general corporate functions, including executive management, finance and administration, legal and regulatory, facilities, information technology and human resources.

 

General and administrative expenses increased $1.2 million, or 21%, from $5.6 million to $6.8 million from 2007 to 2008.  The consolidation of BDC’s operating results added $0.8 million of the increase.  We expect general and administrative expenses to increase in the future to support our growth but remain fairly consistent as compared to our consolidated revenues.

 

Depreciation and amortization expenses. Depreciation and amortization expenses represent the depreciation and amortization charges we record on our property and equipment and on our intangible assets.

 

Depreciation and amortization expenses increased by $0.7 million, or 10%, from $6.7 million to $7.4 million for 2007 and 2008, respectively. The increase is primarily due to the addition of fixed assets from our network expansion in our rural U.S. wireless business and Guyana. We expect that depreciation and amortization expenses will increase in the near-term, because of continued capital expenditures to expand our networks.

 

Gain on disposition of long-lived assets. During the second quarter of 2007, our rural U.S. wireless operations sold certain assets resulting in a gain on such sale of $1.0 million.

 

Interest expense. Interest expense represents interest incurred on our outstanding debt including our $50.0 million term loan as well any outstanding amounts under our $20.0 million revolving line of credit facility.  Interest expense remained at $0.7 million from 2007 to 2008.  We had no outstanding borrowings under our revolving line of credit during the second quarters of 2007 and 2008.

 

Interest income . Interest income represents interest earned on our cash, cash equivalent and marketable securities.

 

Interest income decreased $0.1 million from $0.5 million for second quarter of 2007 to $0.4 million in 2008.  The decrease was a result of a decrease in the interest earned on cash and investments.

 

Other income (expense). Other income (expense) represents miscellaneous non-operational income we earned, or expenses we incurred, including management fees received from BDC. Other income decreased from $1.5 million in 2007 to $0.1 million in 2008 as a result of a $1.3 million license settlement received by Commnet during 2007, and accounting for the elimination in consolidation of BDC management fees after May 15, 2008.  We expect other income to decrease in the future as a result of the consolidation accounting.

 

Income taxes. Income taxes represent taxes we pay on our net taxable income.

 

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The effective tax rate was 42% for 2007 and 37% for 2008.  Income tax expense includes tax at the statutory U.S. federal and state income tax rates as well as the Guyanese income taxes in excess of the statutory U.S. income tax rates. The effective tax rate is impacted by the receipt of foreign dividends and by the amortization of a deferred tax asset, relating to differences between book and tax basis of fixed assets, which was recorded in a prior period. For the three months ended June 30, 2008, the effective tax rate was positively impacted by the consolidation of the operating results of BDC (which operates in a no-tax jurisdiction), growth in taxable income in our U.S. operations and reduced losses in the U.S. Virgin Islands.  We expect that our effective tax rate will be reduced over time if we are able to continue reducing losses in the US Virgin Islands and grow taxable income at our newer U.S. operations. Consolidation of a full period of the operating results of BDC will also reduce this tax rate.

 

Minority interests. M inority interests consists of the Guyana government’s 20% interest in GT&T, a minority shareholder’s 4% interest in Sovernet, minority shareholders’ 42% equity interest in BDC effective May 15, 2008 upon our increased equity interest in BDC and our consolidation of its operating results and other minority shareholders’ interests in certain consolidated subsidiaries of Commnet. Minority interests decreased from $1.8 million to $1.4 million for 2007 and 2008, respectively, as a result of a decrease in net income at GT&T.

 

Equity in earnings of unconsolidated affiliates. Equity in earnings of unconsolidated affiliates included our share of the earnings of BDC prior to our consolidation of BDC’s operating results in May 2008, as well as our share of the earnings of Commnet’s unconsolidated affiliates. Equity in earnings of unconsolidated affiliates decreased from $0.6 million for 2007 to $0.3 million for 2008 as a result of the consolidation of BDC’s operating results. We expect equity in earnings of unconsolidated affiliates to decrease in future periods as the result of the consolidation of BDC’s operating results.

 

Net income. As a result of the above factors, net income increased by $1.2 million or 13% from $9.0 million for 2007 to $10.2 million for 2008. On a per share basis, net income increased from $0.60 per basic and $0.59 per diluted share to $0.67 per basic and diluted share from 2007 to 2008, respectively.

 

Segment results. We have five material operating segments, which we manage and evaluate separately: (1) Integrated Telephony — International; (2) Rural Wireless; (3) Island Wireless; (4) Integrated Telephony — Domestic; and (5) Wireless Television and Data. Island Wireless became a reportable segment upon completion of BDC’s share repurchase and resulting increase in our equity interest in BDC, effective May 15, 2008.  Segment results are set forth in Note 10 “Segment Reporting” to the Consolidated Financial Statements included in this Report.

 

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Six Months Ended June 30, 2008 and 2007

 

 

 

Six Months Ended
June 30,

 

Amount of
Increase

 

Percent
Increase

 

 

 

2007

 

2008

 

(Decrease)

 

(Decrease)

 

 

 

 

 

(In thousands)

 

 

 

REVENUE:

 

 

 

 

 

 

 

 

 

Wireless

 

$

38,587

 

$

44,539

 

$

5,952

 

15.4

%

Local telephone and data

 

22,506

 

24,514

 

2,008

 

8.9

 

International long distance

 

25,974

 

24,942

 

(1,032

)

(4.0

)

Other

 

2,010

 

2,049

 

39

 

1.9

 

Total revenue

 

89,077

 

96,044

 

6,967

 

7.8

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

Termination and access fees

 

14,255

 

15,964

 

1,709

 

12.0

 

Internet and programming

 

1,666

 

1,762

 

96

 

5.8

 

Engineering and operations

 

11,473

 

11,785

 

312

 

2.7

 

Sales and marketing

 

8,738

 

5,618

 

(3,120

)

(35.7

)

General and administrative

 

11,489

 

12,702

 

1,213

 

10.6

 

Depreciation and amortization

 

13,159

 

14,501

 

1,342

 

10.2

 

Gain on disposition of long-lived assets

 

(1,176

)

 

1,176

 

100.0

 

Total operating expenses

 

59,604

 

62,332

 

2,728

 

4.6

 

Income from operations

 

29,473

 

33,712

 

4,239

 

14.4

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

Interest expense

 

(883

)

(1,316

)

(433

)

(49.0

)

Interest income

 

1,108

 

978

 

(130

)

(11.7

)

Other income, net

 

1,768

 

368

 

(1,400

)

(79.2

)

Other income (expense), net

 

1,993

 

30

 

(1,963

)

(98.5

)

INCOME BEFORE INCOME TAXES, MINORITY INTERESTS AND EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATES

 

31,466

 

33,742

 

2,276

 

7.2

 

Income taxes

 

13,914

 

14,032

 

118

 

0.8

 

INCOME BEFORE MINORITY INTERESTS AND EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATES

 

17,552

 

19,710

 

2,158

 

12.3

 

Minority interests, net of tax

 

(2,703

)

(2,374

)

329

 

12.2

 

Equity in earnings of unconsolidated affiliates, net of tax

 

1,098

 

735

 

(363

)

(33.1

)

NET INCOME

 

$

15,947

 

$

18,071

 

$

2,124

 

13.3

%

 

Wireless revenue .  Wireless revenue increased to $44.5 million for the six months ended June 30, 2008 from $38.6 million for the six months ended June 30, 2007, an increase of $5.9 million, or 15%.

 

Notwithstanding the sale of 59 base stations during the fourth quarter of 2007, our rural U.S. business increased its revenues by $6.6 million, or 27%, to $31.4 million from $24.8 million. The increase in revenue from our U.S. wireless business was due primarily to growth in voice and data traffic at existing sites, as well as the continued deployment of additional GSM and CDMA wireless base stations that generated additional minutes of use and increased data revenue.  Also included in this increase was $1.6 million of switching fees earned on the 59 sold base stations. As of June 30, 2008 a total of 367 base stations were deployed as compared to 309 base stations as of June 30, 2007. Of the 367 total base stations, all were GSM and CDMA base stations as of June 30, 2008, as compared to 263 GSM and CDMA base stations as of June 30, 2007.

 

The consolidation of our Bermuda subsidiary’s operating results contributed $2.9 million of the increase in wireless revenue. This increase reflects one and a half month’s operations of BDC, which became a consolidated subsidiary on May 15, 2008.

 

The increase in wireless revenue from our rural U.S. operations and BDC was partially offset by a decline in wireless revenue in Guyana. As discussed previously, a large regional wireless operator entered the market in late 2006 with aggressive marketing campaigns and handset subsidies.  This decline in revenue in the first six months of 2008 reflects the continued impact of that competition, a decrease in rates and the introduction of per second billing in March 2007 for all wireless calls. This additional competition in Guyana caused our wireless subscribers to decrease by 28,000, or 9%, from 305,000 subscribers as of June 30, 2007 to 277,000 subscribers as of June 30, 2008, respectively. These factors resulted in a $3.6 million decrease in GT&T’s wireless revenue from $13.8 million during the first six months of 2007 to $10.2 million during the same period of 2008.

 

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Local telephone and data revenue. Local telephone and data revenue increased by $2.0 million, or 9%, to $24.5 million for 2008 from $22.5 million for 2007. The increase is primarily attributable to growth in GT&T’s access lines in Guyana from approximately 124,000 lines as of June 30, 2007 to approximately 135,000 lines as of June 30, 2008 (an increase of 9%), increased interconnect fees, growth in broadband data customers in Guyana and continued strong growth in wireless broadband customers in the U.S. Virgin Islands.  While Sovernet continues to add business customers for its voice and data services and improve profitability, its overall revenue remains largely unchanged because of the decline in its residential data business, particularly its dial-up internet services.

 

International long distance revenue.  International long distance revenue was $24.9 million during the six months ended June 30, 2008, a decrease of $1.1 million, or 4%, from $26.0 million in 2007. This decrease was partly a result of certain significant events during the six months ended June 30, 2007, such as the run up to Guyana’s hosting of Cricket World Cup matches and the Rio Group Summit, which we believe increased traffic volumes during that period.  We are also subject to illegal bypass via internet calling, which we believe increased considerably in the second quarter of 2008 and compete against alternative and cheaper media for communication, such as e-mail and text messaging. These other modes of communication may cause a decline in both voice traffic and in international long distance revenues in future periods, although we may see a slight increase in traffic and revenues if we are effective in combating illegal bypass.  The outcome of negotiations with the Government of Guyana regarding the exclusivity terms of GT&T’s license is also likely to negatively impact this revenue in the future.

 

Other revenue . Other revenue represents revenue from digital television services in the U.S. Virgin Islands, which remained constant at $2.0 million for 2008 and 2007. Our growth in revenue from our wireless digital television services is expected to continue to slow in the future as a result of minimal anticipated future subscriber and market share growth within our currently existing geographic footprint.

 

Termination and access fee expenses . Termination and access fee expenses increased by $1.7 million, or 12%, from $14.3 million to $16.0 million from 2007 to 2008, respectively as a result of increased traffic (minutes) at Commnet and GT&T, as well as the consolidation of BDC.

 

Internet and programming expenses. Internet and programming expenses increased modestly from $1.7 million in 2007 to $1.8 million in 2008. This increase was primarily from the growth in our broadband data and television subscribers in the U.S. Virgin Islands.

 

Engineering and operations expenses. Engineering and operations expenses increased by $0.3 million, or 3%, from $11.5 million to $11.8 million for 2007 to 2008, respectively. This increase is primarily the result of the expansion of our wireless networks in the United States and Guyana as well as the consolidation of BDC.

 

Sales and marketing expenses. Sales and marketing expenses decreased by $3.1 million, or 36%, from $8.7 million to $5.6 million from 2007 to 2008, respectively. During the first six months of 2007, GT&T incurred an unusually high level of sales and marketing costs as a response to increased wireless competition, including wireless handset promotions, increased advertising and higher sales commissions.  In 2008, GT&T’s sales and marketing expenses returned to a lower level.  The decrease in GT&T’s sales and marketing expenses was partially offset by BDC’s sales and marketing expenses which we began to consolidate effective May 15, 2008.

 

General and administrative expenses. General and administrative expenses increased $1.2 million, or 10%, from $11.5 million in 2007 to $12.7 million in 2008.  The consolidation of our Bermuda subsidiary contributed $0.8 million to this increase.

 

Depreciation and amortization expenses. Depreciation and amortization expenses increased by $1.3 million, or 10%, from $13.2 million to $14.5 million for 2007 and 2008, respectively. The increase is primarily due to the addition of fixed assets from our network expansion in our rural U.S. wireless business and Guyana.

 

Gain on disposition of long-lived assets. During the six months ended June 30, 2007, our rural U.S. wireless operations sold certain assets resulting in a gain on such sales of $1.2 million.

 

Interest expense. Interest expense increased from $0.9 million for 2007 to $1.3 million for 2008. The increase in interest expense was due to a patronage credit adjustment received from our senior lender in the first quarter of 2007. We had no outstanding borrowings under our revolving line of credit during the second quarters of 2007 and 2008.

 

Interest income .  Interest income decreased $0.1 million, or 9% from $1.1 million in 2007 to $1.0 million in 2008.  The reduction is a result of a decrease in the interest earned on cash and investments for the first six months of 2008.

 

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Other income (expense). Other income decreased from $1.8 million in 2007 to $0.4 million in 2008 as a result of a $1.3 million license settlement at Commnet during 2007, as well as a decrease in management fees from BDC.

 

Income taxes.  The effective tax rate was 44% for 2007 and 42% for 2008.  Income tax expense includes tax at the statutory U.S. federal and state income tax rates as well as the Guyanese income taxes in excess of the statutory U.S. income tax rates. The effective tax rate is impacted by the receipt of foreign dividends and by the amortization of a deferred tax asset, relating to differences between book and tax basis of fixed assets, which was recorded in a prior period. For the six months ended June 30, 2008, the effective tax rate was negatively impacted by an increase in foreign dividends as compared to the same period in 2007.

 

Minority interests. M inority interests consists of the Guyana government’s 20% interest in GT&T, a minority shareholder’s 4% interest in Sovernet, minority shareholders’ 42% equity interest in BDC effective May 15, 2008 upon our increased equity interest in BDC and our consolidation of its operating results and other minority shareholders’ interests in certain consolidated subsidiaries of Commnet. Minority interests decreased from $2.7 million to $2.4 million for 2007 and 2008, respectively.

 

Equity in earnings of unconsolidated affiliates. Equity in earnings of unconsolidated affiliates decreased $0.4 million, or 36% from $1.1 million for 2007 to $0.7 million for 2008 as a result of the consolidation of BDC.

 

Net income. As a result of the above factors, net income increased by $2.2 million or 14% from $15.9 million for 2007 to $18.1 million for 2008. On a per share basis, net income increased from $1.05 per basic and $1.04 per diluted share to $1.19 per basic and $1.18 per diluted share from 2007 to 2008, respectively.

 

Segment results. We have five material operating segments, which we manage and evaluate separately: (1) Integrated Telephony — International; (2) Rural Wireless; (3) Island Wireless; (4) Integrated Telephony — Domestic; and (5) Wireless Television and Data. Island Wireless became a reportable request upon completion of BDC’s share repurchase and resulting increase in the Company’s equity interest in BDC, effective May 15, 2008.  Segment results are set forth in Note 10 “Segment Reporting” to the Consolidated Financial Statements included in this Report.

 

Regulatory and Tax Issues

 

We are involved in a number of regulatory and tax proceedings. See Note 12 to the Consolidated Financial Statements included in this Report. A material and adverse outcome in one or more of these proceedings could have a material adverse impact on our financial condition and future operations.

 

Liquidity and Capital Resources

 

We have met our operational liquidity needs through a combination of cash on hand and internally generated funds and have funded capital expenditures and acquisitions with a combination of internally generated funds, cash on hand and borrowings under our credit facility.

 

Uses of Cash

 

Capital Expenditures. A significant use of our cash has been for capital expenditures for expanding and upgrading our networks. For the six months ended June 30, 2007 and 2008, we spent approximately $18.3 million and $20.9 million on capital expenditures, respectively.  Of the $20.9 million of 2008 capital expenditures, we spent approximately $14.5 million expanding Commnet’s network by increasing the number of GSM and CDMA base stations as well as switching and cell site equipment required to expand our geographic coverage and technical capabilities. In addition, approximately $5.9 million was incurred expanding the capacity and coverage of our wireline and wireless network in Guyana. We also spent $0.3 million at Sovernet and expanded our service areas and switch capabilities.  In addition, during the first quarter of 2008, we were awarded the right to acquire, for $3.0 million, certain spectrum in connection with our participation in the FCC’s auction (FCC Auction No. 73) of 700 MHz spectrum being re-claimed by the FCC from the broadcast industry and sold by the FCC to the wireless industry.  This amount is included in Other Assets in our consolidated balance sheet as of June 30, 2008; it will be reclassified to Licenses, and considered a capital expenditure, upon the finalization of such award, scheduled to occur during the first quarter of 2009.

 

We are continuing to invest in expanding our networks in Guyana, Commnet, Sovernet and Bermuda and expect to incur capital expenditures between $40 million and $45 million, with approximately two-thirds used in connection with Commnet’s network expansion during the year ended December 31, 2008. While final plans and costs are not yet complete, we could incur up to an additional $10 million of capital expenditures in 2008 above this range as we continue to move forward with plans to land a submarine fiber optic cable in Guyana. Our total capital expenditures associated with this project over the next 18 months are expected to range from $20 million to $30 million. We expect to fund these expenditures from cash generated from our operations.

 

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Acquisitions and Investments. We have funded our recent acquisitions with a combination of cash on hand and borrowings under our $70 million credit facility.

 

During January 2007, we purchased the remaining 5% equity interest in Commnet for $6.5 million and 21,000 shares of our common stock in satisfaction of our obligation (and in accordance with our right) under and consistent with the terms of the agreement entered into in connection with our acquisition of Commnet in September 2005. We funded this purchase with cash on hand and the reissuance of shares held in our treasury.

 

On May 15, 2008, our equity interest in BDC increased from 43% to 58% as a result of BDC’s repurchase of $17.0 million of shares from other shareholders.  We funded the transaction with cash on hand.

 

We continue to explore opportunities to acquire communications properties or licenses in the Caribbean, the United States and elsewhere. We also explore opportunities to substantially expand our existing networks in the United States and the Caribbean including the plan to land a submarine cable to Guyana as mentioned earlier. Such acquisitions may require external financing. While there can be no assurance as to whether, when or on what terms we will be able to acquire any such businesses or licenses, such acquisitions may be accomplished through the issuance of shares, payment of cash or incurrence of additional debt.

 

Dividends. We use cash on hand to make dividend payments to our common stockholders when declared by our Board of Directors. For the six months ended June 30, 2008, our dividends to our stockholders approximated $4.9 million (which reflects dividends paid on July 10, 2008). We have paid quarterly dividends for the last 39 fiscal quarters.

 

Stock Repurchase Plan . Our Board of Directors approved a $5.0 million stock buyback plan in September 2004 pursuant to which we have spent to date $2.1 million repurchasing common stock.  During the second quarter of 2008, we repurchased 42,351 shares for $1.2 million. We may repurchase shares at any time depending on market conditions, our available cash and our cash needs.

 

Sources of Cash

 

Total Liquidity at June 30, 2008 . As of June 30, 2008, we had approximately $55.1 million in cash and cash equivalents, a decrease of $16.1 million from the December 31, 2007 balance of $71.2 million. In addition, as of June 30, 2008, we had $5.4 million in short-term marketable securities.  We believe our existing cash balances and other capital resources, including the $20.0 million available under our revolving line of credit included in our credit facility, are adequate to meet our current operating and capital needs.

 

Cash Generated by Operations. Cash provided by operating activities was $19.3 million for the six months ended June 30, 2008 compared to $28.5 million for the six months ended June 30, 2007.  The decrease of $9.2 million was due to a $3.0 million deposit made in connection with FCC Auction No. 73 as discussed above and the timing of certain domestic income tax payments.

 

Credit Facility.     On September 15, 2005, Atlantic Tele-Network entered into a Credit Agreement with CoBank, ACB providing for a credit facility consisting of a $50 million term loan and a $20 million revolving credit facility. Under the term loan, repayments of principal are deferred until the maturity of the loan on October 31, 2010. Interest on the term loan is payable on a quarterly basis at a fixed annual interest rate of 5.85%. Because CoBank is a cooperative financial institution, we expect to receive patronage payments annually, and at the end of the term, from CoBank which reflect our portion of CoBank’s profits, if any. These payments, if received, are expected to reduce our effective interest expense on the term loan.

 

Factors Affecting Sources of Liquidity

 

Internally Generated Funds.     The key factors affecting our internally generated funds are demand for our services, competition, regulatory developments, economic conditions in the markets where we operate our businesses and industry trends within the telecommunications industry. For a discussion of tax and regulatory risks in Guyana that could have a material adverse impact on our liquidity, see “Business—Risk Factors—Risks Relating to Our Wireless and Wireline Services in Guyana” in our 2007 Form 10-K, “—Regulation of Our GT&T Subsidiary” in our 2007 Form 10-K and Note 12  to the Consolidated Financial Statements included in this Report.

 

Guyana—U.S. Foreign Currency Exchange.      GT&T’s functional currency is the U.S. dollar because a majority of GT&T’s revenues and expenditures have historically been transacted in U.S. dollars. Since 2004 through March 2008, the value of the Guyana dollar has remained at $205 Guyana dollars to one U.S. dollar so we have not experienced any foreign currency gains or losses during those periods. If this exchange rate was to fluctuate in the future, this would affect our results of operations to the extent we are required to remeasure any monetary assets or liabilities denominated in Guyana dollars. Moreover, with the potential for competition in international services in the future, combined with the increases that GT&T hopes to have in local revenue which is billed in Guyana dollars, it is

 

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possible that the Guyana dollar will become GT&T’s functional currency at some point in the future. This would further expose us to foreign currency risk in the event of exchange rate fluctuations.

 

GT&T generally endeavors to maintain a balance between its Guyana dollar cash deposits and local receivables which are denominated in Guyana dollars and its local tax and other payables which are also denominated in the Guyana dollar. As of June 30, 2008, GT&T maintained U.S. $8.8 million of its cash balances in Guyana dollars. See “Quantitative and Qualitative Disclosures about Market Risk.”

 

Restrictions Under Credit Facility. Our credit facility contains four financial tests with which Atlantic Tele-Network must comply:

 

·        a total leverage ratio (debt to EBITDA) of 2.00 to 1.00 or less;

 

·        a debt service coverage ratio (EBITDA to debt service) of 3.00 to 1.00 or more; and

 

·        an equity to assets ratio of 0.40 to 1.00 or more.

 

In addition, Commnet must comply with a leverage ratio test (debt of Atlantic Tele-Network and its subsidiaries, net of pledged cash, to EBITDA of Commnet and its subsidiaries) of 5.00 to 1.00. As of June 30, 2008, we were in compliance with the covenants of the credit facility.

 

Capital Markets.    Our ability to raise funds in the capital markets depends on, among other things, general economic conditions, the conditions of the telecommunications industry, our financial performance and the state of the capital markets. In June 2006, the Securities and Exchange Commission declared effective a “universal” shelf registration statement filed by the Company. This shelf registration statement registered the potential future offerings by us, from time to time, of up to an aggregate of $200 million of our securities, consisting potentially of common stock, debt securities, and other equity and convertible securities and combinations of the foregoing. Following our July 2006 equity offering which was conducted pursuant to the shelf registration statement, we have approximately $150 million of securities registered for potential future offerings.

 

Inflation

 

We do not believe that inflation has had a significant impact on our consolidated operations in any of the periods presented in the Report.

 

Recent Accounting Pronouncements

 

Effective January 1, 2008, we implemented Statement of Financial Accounting Standard No. 157, Fair Value Measurement (“SFAS 157”), for our financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. In accordance with the provisions of FASB staff position No. FAS 157-2, Effective Date of FASB Statement No. 157, we have elected to defer implementation of SFAS 157 as it relates to all of our non-financial assets and non-financial liabilities that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis until January 1, 2009. We are evaluating the impact, if any, this standard will have on our non-financial assets and liabilities. The adoption of SFAS 157 to our financial assets and liabilities and non-financial assets and liabilities that are re-measured and reported at fair value at least annually did not have a material impact on our financial results.

 

Effective January 1, 2008, we adopted SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”). SFAS 159 permits entities to choose to measure certain financial instruments and other eligible items at fair value when the items are not otherwise currently required to be measured at fair value. Upon adoption, we did not elect the fair value option for any new items within the scope of SFAS 159 and, therefore, the adoption of SFAS 159 did not have an impact on our consolidated financial statements.

 

In June 2008, the FASB issued FASB Staff Position (FSP) No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“FSP No. EITF 03-6-1”). Under the provisions of this standard, unvested awards of share-based payments with non-forfeitable rights to receive dividends or dividend equivalents are considered participating securities for purposes of calculating earnings per share. FSP No. EITF 03-6-1 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. As the Company’s unvested awards of share-based payments’ rights to receive dividends or dividend equivalents are forfeitable, the Company does not expect the adoption of FSP No. EITF 03-6-1 to have a material impact on its consolidated financial statements.

 

In May 2008, the FASB issued FAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (the GAAP hierarchy). SFAS No. 162 will become effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company does not expect the adoption of SFAS No. 162 to have a material effect on its results of operations and financial position.

 

 

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