ATN International, Inc.
ATLANTIC TELE NETWORK INC /DE (Form: 10-Q, Received: 11/09/2012 14:23:48)

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 September 30, 2012

 

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 001-12593

 


 

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)

 

600 Cummings Center

Beverly, MA 01915

(Address of principal executive offices, including zip code)

 

(978) 619-1300

(Registrant’s telephone number, including area code)

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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 November 9, 2012, the registrant had outstanding 15,569,547 shares of its common stock ($.01 par value).

 

 

 



Table of Contents

 

ATLANTIC TELE-NETWORK, INC.

 

FORM 10- Q

 

Quarter Ended September 30, 2012

 

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

3

 

 

PART I—FINANCIAL INFORMATION

4

 

 

 

Item 1

Unaudited Condensed Consolidated Financial Statements

4

 

 

 

 

Condensed Consolidated Balance Sheets at December 31, 2011 and September 30, 2012

4

 

 

 

 

Condensed Consolidated Income Statements for the Three and Nine Months Ended September 30, 2011 and 2012

5

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income for the Nine Months Ended September 30, 2011 and 2012

6

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2011 and 2012

7

 

 

 

 

Notes to Unaudited Condensed Consolidated Financial Statements

8-22

 

 

 

Item 2

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

23-39

 

 

 

Item 3

Quantitative and Qualitative Disclosures About Market Risk

40

 

 

 

Item 4

Controls and Procedures

40

 

 

 

PART II—OTHER INFORMATION

42

 

 

 

Item 1

Legal Proceedings

42

 

 

 

Item1A

Risk Factors

42

 

 

 

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

42

 

 

 

Item 6

Exhibits

42

 

 

 

SIGNATURES

44

 

 

CERTIFICATIONS

 

 

2



Table of Contents

 

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, our future financial performance and results of operations; 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 level of estimated future capital expenditures and 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)  the general performance of our U.S. operations, including operating margins, and the future retention and turnover of our subscriber base; (2) our ability to maintain favorable roaming arrangements; (3) increased competition; (4) economic, political and other risks facing our foreign operations; (5) the loss of certain FCC and other licenses and other regulatory changes affecting our businesses; (6) rapid and significant technological changes in the telecommunications industry; (7) any loss of any key members of management; (8) our reliance on a limited number of key suppliers and vendors for timely supply of equipment and services relating to our network infrastructure and retail wireless business; (9) the adequacy and expansion capabilities of our network capacity and customer service system to support our customer growth; (10) the occurrence of severe weather and natural catastrophes; (11) the current difficult global economic environment, along with difficult and volatile conditions in the capital and credit markets; (12) our continued access to capital and credit markets and (13) our ability to realize the value that we believe exists in businesses that we may or have acquired. 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 this Report as well as the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 15, 2012 and in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, as filed with the SEC on May 10, 2012. The Company undertakes 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 “the Company”, “we,” “our,” “ours,” “us” and “ATN” refer to Atlantic Tele-Network, Inc. and its subsidiaries, unless the context indicates otherwise. This Report contains trademarks, service marks and trade names such as “ Alltel ”, “ CellOne ”, “ Cellink ”, “ Islandcom ”, “ Choice ”, “ Sovernet ” and “ ION ” that are the property of, or licensed by, ATN, and its subsidiaries.

 

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

 

3



Table of Contents

 

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,
2011

 

September 30,
2012

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

48,735

 

$

111,408

 

Accounts receivable, net of allowances of $15.3 million and $14.2 million, respectively

 

71,159

 

77,237

 

Materials and supplies

 

20,802

 

23,307

 

Deferred income taxes

 

21,921

 

24,147

 

Income tax receivable

 

11,545

 

 

Prepayments and other current assets

 

9,738

 

13,590

 

Total current assets

 

183,900

 

249,689

 

Property, plant and equipment, net

 

483,203

 

447,426

 

Telecommunications licenses

 

87,468

 

88,482

 

Goodwill

 

45,077

 

45,077

 

Trade name license, net

 

13,013

 

12,653

 

Customer relationships, net

 

41,314

 

34,804

 

Other assets

 

19,756

 

28,368

 

Total assets

 

$

873,731

 

$

906,499

 

LIABILITIES AND EQUITY

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

25,068

 

$

15,680

 

Accounts payable and accrued liabilities

 

57,262

 

49,988

 

Dividends payable

 

3,548

 

3,905

 

Accrued taxes

 

7,739

 

25,244

 

Advance payments and deposits

 

15,834

 

18,615

 

Other current liabilities

 

36,327

 

38,815

 

Total current liabilities

 

145,778

 

152,247

 

Deferred income taxes

 

88,906

 

90,911

 

Other liabilities

 

29,371

 

26,398

 

Long-term debt, excluding current portion

 

257,146

 

254,568

 

Total liabilities

 

521,201

 

524,124

 

Commitments and contingencies (Note 11)

 

 

 

 

 

Atlantic Tele-Network, Inc.’s 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; 15,955,886 and 16,079,494 shares issued, respectively, and 15,451,238 and 15,569,547 shares outstanding, respectively

 

160

 

160

 

Treasury stock, at cost; 504,648 and 509,947 shares, respectively

 

(4,942

)

(5,144

)

Additional paid-in capital

 

118,620

 

122,585

 

Retained earnings

 

190,327

 

215,094

 

Accumulated other comprehensive loss

 

(9,899

)

(10,434

)

Total Atlantic Tele-Network, Inc.’s stockholders’ equity

 

294,266

 

322,261

 

Non-controlling interests

 

58,264

 

60,114

 

Total equity

 

352,530

 

382,375

 

Total liabilities and equity

 

$

873,731

 

$

906,499

 

 

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

 

4



Table of Contents

 

ATLANTIC TELE-NETWORK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED INCOME STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2011 and 2012

(Unaudited)

(Dollars in thousands, except per share amounts)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2011

 

2012

 

2011

 

2012

 

REVENUE:

 

 

 

 

 

 

 

 

 

U.S. wireless:

 

 

 

 

 

 

 

 

 

Retail

 

$

89,143

 

$

83,269

 

$

284,221

 

$

254,081

 

Wholesale

 

57,048

 

54,918

 

153,615

 

153,854

 

International wireless

 

20,377

 

21,048

 

52,874

 

60,318

 

Wireline

 

21,748

 

21,120

 

63,305

 

63,573

 

Equipment and other

 

6,030

 

8,443

 

22,238

 

25,155

 

Total revenue

 

194,346

 

188,798

 

576,253

 

556,981

 

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

 

 

 

 

 

 

 

 

 

Termination and access fees

 

48,764

 

38,790

 

155,077

 

118,224

 

Engineering and operations

 

20,165

 

20,796

 

63,967

 

64,077

 

Sales and marketing

 

33,965

 

27,929

 

101,874

 

91,306

 

Equipment expense

 

14,379

 

23,408

 

54,447

 

65,747

 

General and administrative

 

25,014

 

22,195

 

81,405

 

67,102

 

Acquisition-related charges

 

98

 

2

 

664

 

7

 

Depreciation and amortization

 

26,712

 

26,048

 

76,903

 

79,654

 

Gain on disposition of long-lived assets

 

(2,397

)

 

(2,397

)

 

Total operating expenses

 

166,700

 

159,168

 

531,940

 

486,117

 

Income from operations

 

27,646

 

29,630

 

44,313

 

70,864

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

Interest expense

 

(4,320

)

(2,986

)

(12,743

)

(10,953

)

Interest income

 

99

 

3

 

680

 

200

 

Equity in earnings of an unconsolidated affiliate

 

729

 

679

 

1,484

 

3,011

 

Other, net

 

255

 

199

 

854

 

(133

)

Other income (expense), net

 

(3,237

)

(2,105

)

(9,725

)

(7,875

)

INCOME BEFORE INCOME TAXES

 

24,409

 

27,525

 

34,588

 

62,989

 

Income tax expense

 

11,193

 

9,513

 

16,074

 

24,273

 

NET INCOME

 

13,216

 

18,012

 

18,514

 

38,716

 

Net loss (income) attributable to non-controlling interests, net of tax of $0.6 million and $0.7 million for the three months ended September 30, 2011 and 2012, respectively, and $1.4 million and $1.8 million for the nine months ended September 30, 2011 and 2012, respectively.

 

(1,880

)

(2,047

)

(866

)

(2,900

)

NET INCOME ATTRIBUTABLE TO ATLANTIC TELE-NETWORK, INC. STOCKHOLDERS

 

$

11,336

 

$

15,965

 

$

17,648

 

$

35,816

 

NET INCOME PER WEIGHTED AVERAGE SHARE ATTRIBUTABLE TO ATLANTIC TELE-NETWORK, INC. STOCKHOLDERS

 

 

 

 

 

 

 

 

 

Basic

 

$

0.74

 

$

1.03

 

$

1.15

 

$

2.31

 

Diluted

 

$

0.73

 

$

1.02

 

$

1.14

 

$

2.30

 

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

 

 

 

 

 

 

 

 

 

Basic

 

15,401

 

15,560

 

15,393

 

15,517

 

Diluted

 

15,489

 

15,651

 

15,490

 

15,605

 

DIVIDENDS PER SHARE APPLICABLE TO COMMON STOCK

 

$

0.23

 

$

0.25

 

$

0.67

 

$

0.71

 

 

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

 

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2012

(Unaudited)

(Dollars in thousands)

 

 

 

Nine Months Ended
September 30,

 

 

 

2011

 

2012

 

 

 

 

 

 

 

Net income

 

$

18,514

 

$

38,716

 

Other comprehensive income:

 

 

 

 

 

Foreign currency translation adjustment

 

13

 

 

Unrealized (loss) gain on interest rate swap, net of tax benefit of $1.6 million and $0.4 million respectively

 

(2,385

)

(535

)

Other comprehensive (loss) income, net of tax

 

(2,372

)

(535

)

Comprehensive income

 

16,142

 

38,181

 

Less: Comprehensive income attributable to non-controlling interests

 

(866

)

(2,900

)

Comprehensive income attributable to Atlantic Tele-Network, Inc.

 

$

15,276

 

$

35,281

 

 

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

 

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Table of Contents

 

ATLANTIC TELE-NETWORK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2012

(Unaudited)

(Dollars in thousands)

 

 

 

Nine Months Ended
September 30,

 

 

 

2011

 

2012

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

18,514

 

$

38,716

 

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

 

 

 

 

 

Depreciation and amortization

 

76,903

 

79,654

 

Provision for doubtful accounts

 

5,157

 

9,766

 

Amortization of debt discount and debt issuance costs

 

1,420

 

2,068

 

Stock-based compensation

 

2,660

 

2,744

 

Deferred income taxes

 

177

 

136

 

Equity in earnings of an unconsolidated affiliate

 

(1,484

)

(3,011

)

Gain on disposition of long-lived assets

 

(2,397

)

 

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

 

 

 

 

 

Accounts receivable

 

(22,088

)

(15,844

)

Materials and supplies, prepayments, and other current assets

 

13,670

 

(3,404

)

Income tax receivable

 

 

11,545

 

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

 

(13,478

)

272

 

Accrued taxes

 

7,373

 

17,505

 

Other

 

(1,690

)

(2,672

)

Net cash provided by operating activities

 

84,737

 

137,475

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Capital expenditures

 

(65,850

)

(50,505

)

Cash acquired in business combinations

 

4,087

 

 

Proceeds from disposition of long-lived assets

 

1,200

 

 

Decrease in restricted cash

 

467

 

 

Net cash used in investing activities

 

(60,096

)

(50,505

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Proceeds from borrowing under term loan

 

 

275,000

 

Proceeds from borrowings under revolver loan

 

93,153

 

46,378

 

Principal repayments of term loan

 

(9,984

)

(256,873

)

Principal repayments of revolver loan

 

(79,619

)

(74,534

)

Proceeds from stock option exercises

 

193

 

1,240

 

Dividends paid on common stock

 

(10,159

)

(10,692

)

Distributions to non-controlling interests

 

(2,531

)

(2,010

)

Payments of debt issuance costs

 

(1,020

)

(3,564

)

Repurchase of non-controlling interests

 

(446

)

(80

)

Investments made by non-controlling interests

 

684

 

1,040

 

Purchase of common stock

 

(129

)

(202

)

Net cash used in financing activities

 

(9,858

)

(24,297

)

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

14,783

 

62,673

 

CASH AND CASH EQUIVALENTS, beginning of the period

 

37,330

 

48,735

 

CASH AND CASH EQUIVALENTS, end of the period

 

$

52,113

 

$

111,408

 

 

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

 

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Table of Contents

 

ATLANTIC TELE-NETWORK, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. ORGANIZATION AND BUSINESS OPERATIONS

 

The Company provides wireless and wireline telecommunications services in North America, Bermuda and the Caribbean. Through its operating subsidiaries, the Company offers the following principal services:

 

·                   Wireless.  In the United States, the Company offers wireless voice and data services to retail customers under the “Alltel” name in rural markets located principally in the Southeast and Midwest. Additionally, the Company offers wholesale wireless voice and data roaming services to national, regional and local wireless carriers and selected international wireless carriers in rural markets located principally in the Southwest and Midwest. The Company also offers wireless voice and data services to retail customers in Bermuda under the “CellOne” name, in Guyana under the “Cellink” name, and in other smaller markets in the Caribbean and the United States under other tradenames.

 

·                   Wireline.  The Company’s local telephone and data services include its operations in Guyana and the mainland United States. The Company is the exclusive licensed provider of domestic wireline local and long distance telephone services in Guyana and international voice and data communications into and out of Guyana. The Company also offers facilities-based integrated voice and data communications services to enterprise and residential customers in New England, primarily in Vermont, and wholesale transport services in New York State and New England.

 

In the second quarter of 2011, the Company completed the merger of its Bermuda operations with M3 Wireless, Ltd., a leading retail wireless provider in Bermuda. For more information on the merger in Bermuda, see Note 4. The Company actively evaluates additional investment and acquisition opportunities in the United States and the Caribbean that meet the Company’s return-on-investment and other acquisition criteria.

 

The following chart summarizes the operating activities of the Company’s principal subsidiaries, the segments in which the Company reports its revenue and the markets it served as of September 30, 2012:

 

Services

 

Segment

 

Markets

 

Tradenames

Wireless

 

U.S. Wireless

 

United States (rural markets)

 

Alltel, Choice

 

 

Island Wireless

 

Aruba, Bermuda, Turks and Caicos, U.S. Virgin Islands

 

Mio, CellOne, Islandcom, Choice

 

 

International Integrated Telephony

 

Guyana

 

Cellink

Wireline

 

International Integrated Telephony

 

Guyana

 

GT&T, Emagine

 

 

U.S. Wireline

 

United States (New England and New York State)

 

Sovernet, ION

 

The Company provides management, technical, financial, regulatory, and marketing services to its subsidiaries and typically receives a management fee equal to a percentage of their respective revenue. Management fees from consolidated subsidiaries are eliminated in consolidation. For information about the Company’s business segments and geographical information about its revenue, operating income and long-lived assets, see Note 10 to the Consolidated Financial Statements included in this Report.

 

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 2011 Annual Report on Form 10-K.

 

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Consolidation

 

The consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and certain entities, which are consolidated in accordance with the provisions of the Financial Accounting Standards Board’s (“FASB”) authoritative guidance on the consolidation of variable interest entities since it is determined that the Company is the primary beneficiary of these entities.

 

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Recent Accounting Pronouncements

 

In June 2011, the FASB issued a new accounting standard that requires net income, the components of OCI, and total comprehensive income to be presented in either one continuous statement or in two separate, but consecutive, statements. The standard also requires that items reclassified from OCI to net income be presented on the face of the financial statements. The standard, which the Company adopted during the first quarter of 2012, did not have a material impact on its financial position, results of operations or liquidity.

 

In May 2011, the FASB issued amended guidance that clarifies the application of existing fair value measurement and increases certain related disclosure requirements about measuring fair value. The standard, which the Company adopted during the first quarter of 2012, did not have a material impact on its financial position, results of operations or liquidity.

 

Other new pronouncements issued but not effective until after September 30, 2012, are not expected to have a material impact on the Company’s financial position, results of operations or liquidity.

 

3.  USE OF ESTIMATES

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 revenue and expenses during the reporting periods. The most significant estimates relate to the 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-lived intangible assets, goodwill and income taxes. Actual results could differ significantly from those estimates.

 

4.  ACQUISITIONS

 

Merger with M3 Wireless, Ltd.

 

On May 2, 2011, the Company completed the merger of its Bermuda wireless operations, Bermuda Digital Communications, Ltd. (“BDC”), with that of M3 Wireless, Ltd. (“M3”), a wireless provider in Bermuda (the “CellOne Merger”). As part of the CellOne Merger, M3 merged with and into BDC, and the combined entity continues to operate under BDC’s CellOne brand. As a result of the CellOne Merger, the Company’s 58% ownership interest in BDC was reduced to a controlling 42% interest in the combined entity. Since the Company has the right to designate the majority of seats on the combined entity’s board of directors and therefore controls its management and policies, the Company has consolidated the results of the combined entity in its consolidated financial statements effective on the date of the CellOne Merger.

 

The CellOne Merger was accounted for using the purchase method and M3’s results of operations since May 2, 2011 have been included in the Company’s Island Wireless segment as reported in Note 10. The total consideration of the CellOne Merger was allocated to the assets acquired and liabilities assumed at their estimated fair values as of the date of the CellOne Merger as determined by management. The consideration paid for M3 was determined based on the estimated fair value of the equity of M3. The table below represents the assignment of the total consideration to the tangible and intangible assets and liabilities of M3 based on their merger date fair values (in thousands) noting that Bermuda is a non-taxable jurisdiction:

 

Total consideration

 

$

6,655

 

Purchase price allocation:

 

 

 

Net working capital

 

$

675

 

Property, plant and equipment

 

10,577

 

Customer relationships

 

2,600

 

Telecommunications licenses

 

6,100

 

Goodwill

 

3,105

 

Note payable-affiliate (see Note 6)

 

(7,012

)

Other long term liabilities

 

(200

)

Non-controlling interests

 

(9,190

)

Net assets acquired

 

$

6,655

 

 

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The amortization period of the customer relationships is 12.0 years. The value of the goodwill from the CellOne Merger can be attributed to a number of business factors including, but not limited to, the reputation of M3 as a retail provider of wireless services and a network operator, M3’s reputation for customer care and the strategic position M3 holds in Bermuda.

 

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The following table reflects unaudited pro forma results of operations of the Company for the nine months ended September 30, 2011 assuming that the merger of M3 had occurred at the beginning of the earliest period presented (in thousands, except per share data):

 

 

 

Nine Months ended September 30, 2011

 

 

 

As Reported

 

As Adjusted

 

Revenue

 

$

576,253

 

$

582,341

 

Net income

 

17,648

 

$

18,183

 

Earnings per share:

 

 

 

 

 

Basic

 

$

1.15

 

$

1.18

 

Diluted

 

1.14

 

1.17

 

 

The unaudited pro forma data is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred if the merger had been consummated on these dates or of future operating results of the combined company following this transaction.

 

5.  FAIR VALUE MEASUREMENTS

 

In accordance with the provisions of fair value accounting, a fair value measurement assumes that a transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability and defines fair value based upon an exit price model.

 

The fair value measurement guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance describes three levels of inputs that may be used to measure fair value:

 

Level 1

 

Quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset and liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 assets and liabilities include money market funds, debt and equity securities and derivative contracts that are traded in an active exchange market.

 

 

 

Level 2

 

Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data.

 

 

 

 

 

This category generally includes corporate obligations and non-exchange traded derivative contracts.

 

 

 

Level 3

 

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

 

Assets and liabilities of the Company measured at fair value on a recurring basis as of December 31, 2011 and September 30, 2012 are summarized as follows:

 

 

 

December 31, 2011

 

Description

 

Quoted Prices in
Active Markets
(Level 1)

 

Significant Other
Observable Inputs
(Level 2)

 

Total

 

Certificates of deposit

 

$

 

$

3,366

 

$

3,366

 

Money market funds

 

3,847

 

 

3,847

 

Total assets measured at fair value

 

$

3,847

 

$

3,366

 

$

7,213

 

Interest rate derivative (Note 7)

 

$

 

$

11,337

 

$

11,337

 

Total liabilities measured at fair value

 

$

 

$

11,337

 

$

11,337

 

 

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September 30, 2012

 

Description

 

Quoted Prices in
Active Markets
(Level 1)

 

Significant Other
Observable Inputs
(Level 2)

 

Total

 

Certificates of deposit

 

$

 

$

350

 

$

350

 

Money market funds

 

5,625

 

 

5,625

 

Total assets measured at fair value

 

$

5,625

 

$

350

 

$

5,975

 

Interest rate derivative (Note 7)

 

$

 

$

12,229

 

$

12,229

 

Total liabilities measured at fair value

 

$

 

$

12,229

 

$

12,229

 

 

Money Market Funds and Certificates of Deposit

 

As of December 31, 2011 and September 30, 2012, this asset class consisted of time deposits at financial institutions denominated in U.S. dollars and a money market portfolio that comprises Federal government and U.S. Treasury securities. The asset class is classified within Level 1 of the fair value hierarchy because its underlying investments are valued using quoted market prices in active markets for identical assets.

 

Derivatives

 

The Company is exposed to certain risks arising from both its business operations and economic conditions. When deemed appropriate, the Company manages economic risks related to interest rates primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company entered into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of its known or expected cash payments principally related to the Company’s borrowings.

 

We did not have any significant nonfinancial assets or nonfinancial liabilities that would be recognized or disclosed at fair value on a recurring basis as of December 31, 2011 and September 30, 2012.  The Company did not have any transfers of assets or liabilities between levels of the fair value hierarchy during the three months ended December 31, 2011 and September 30, 2012.

 

6.  LONG-TERM DEBT

 

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

 

 

 

December 31,
2011

 

September 30,
2012

 

Notes payable - Bank

 

 

 

 

 

Term loans

 

$

252,113

 

$

271,500

 

Revolver loan

 

28,156

 

 

Note Payable — Other

 

5,752

 

4,492

 

Total outstanding debt

 

286,021

 

275,992

 

Less: current portion

 

(25,068

)

(15,680

)

Total long-term debt

 

260,953

 

260,312

 

Less: debt discount

 

(3,807

)

(5,744

)

Net carrying amount

 

$

257,146

 

$

254,568

 

 

Loan Facilities—Bank

 

On May 18, 2012, the Company amended and restated its existing credit facility with CoBank, ACB (the “Amended Credit Facility”) providing for $275.0 million in two term loans and a revolver loan of up to $100.0 million (which includes a $10.0 million swingline sub-facility) and additional term loans up to an aggregate of $100.0 million, subject to lender approval.

 

On October 29, 2012, the Company further amended its Amended Credit Facility to provide for an additional letter of credit sub-facility to its revolver loan, to be available for issuance in connection with the Company’s Mobility Fund Grant obligations.  Under the amendment, the Company has the ability to use up to $55 million of its revolving credit facility for the issuance of letters of credit, which, when issued, will accrue a fee at a rate of 1.75% per annum on the outstanding amounts. The Company currently has no Mobility Fund letters of credit outstanding.  See Note 12.

 

The term loan A-1 is $125 million and matures on June 30, 2017 (the “Term Loan A-1”). The term loan A-2 is $150 million and matures on June 30, 2019 (the “Term Loan A-2” and collectively with the Term Loan A-1, the “Term Loans”).  Each of the Term Loans require certain quarterly repayment obligations.  The revolver loan matures on June 30, 2017. The Company may prepay the

 

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Amended Credit Facility at any time without premium or penalty, other than customary fees for the breakage of London Interbank Offered Rate (LIBOR) loans.

 

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Table of Contents

 

Amounts borrowed under the Term Loan A-1 and the revolver loan bear interest at a rate equal to, at the Company’s option, either (i) LIBOR plus an applicable margin ranging between 2.00% to 3.50% or (ii) a base rate plus an applicable margin ranging from 1.00% to 2.50% (or, in the case of amounts borrowed under the swingline sub-facility, an applicable margin ranging from 0.50% to 2.00%). Amounts borrowed under the Term Loan A-2 bear interest at a rate equal to, at the Company’s option, either (i) the LIBOR plus an applicable margin ranging between 2.50% to 4.00% or (ii) a base rate plus an applicable margin ranging from 1.50% to 3.00%.  The base rate is equal to the higher of (i) 1.50% plus the higher of (x) the one-week LIBOR and (y) the one-month LIBOR; and (ii) the prime rate (as defined in the Amended Credit Facility).  The applicable margin is determined based on the ratio of the Company’s indebtedness (as defined in the Amended Credit Facility) to its EBITDA (as defined in the Amended Credit Facility).

 

Borrowings as of September 30, 2012, after considering the effect of the interest rate swap agreements as described in Note 7, bore a weighted-average interest rate of 4.36%.  Availability under the revolver loan, net of an outstanding letter of credit of $0.1 million, was $99.9 million as of September 30, 2012.  Upon completing the Amended Credit Facility, the Company expensed $0.7 million of deferred financing costs, which are included in other income (expense) within the statement of operations for the nine months ended September 30, 2012.

 

Under the terms of the Amended Credit Facility, the Company must also pay a fee ranging from 0.25% to 0.50% of the average daily unused portion of the revolver loan over each calendar quarter, in which the fee is payable in arrears on the last day of each calendar quarter.

 

The Amended Credit Facility contains customary representations, warranties and covenants, including covenants by the Company limiting additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, sale and leasebacks, transactions with affiliates and fundamental changes. In addition, the Amended Credit Facility contains financial covenants by the Company that (i) impose a maximum leverage ratio of indebtedness to EBITDA, (ii) require a minimum debt service ratio of EBITDA to principal, interest and taxes payments and (iii) require a minimum ratio of equity to consolidated assets. As of September 30, 2012, the Company was in compliance with all of the financial covenants of the Amended Credit Facility.

 

Prior to the execution of the Amended Credit Facility, the Company’s existing credit facility with CoBank, ACB, entered into on September 30, 2010 (the “Previous Credit Facility”) provided for $275.0 million in term loans and a revolver loan of up to $100.0 million (which includes a $10.0 million swingline sub-facility) and additional term loans up to an aggregate of $50.0 million, subject to lender approval.  These term loans were scheduled to mature on September 30, 2014 and required certain quarterly repayment obligations. The revolver loan was scheduled to mature on September 10, 2014.  As a result of an amendment entered into on September 16, 2011, amounts borrowed under the Previous Credit Facility bore interest at a rate equal to, at the Company’s option, either (i) LIBOR plus an applicable margin ranging between 2.75% to 4.25% or (ii) a base rate plus an applicable margin ranging from 1.75% to 3.25% (or, in the case of amounts borrowed under the swingline sub-facility, an applicable margin ranging from 1.25% to 2.75%). The applicable margin was determined based on the ratio of the Company’s indebtedness to its EBITDA (each as defined in the Previous Credit Facility agreement).

 

Note Payable—Other

 

In connection with the CellOne Merger with M3 Wireless, Ltd., the Company assumed a term loan of approximately $7.0 million owed to Keytech Ltd., the former parent company of M3 and current 42% minority shareholder in the Company’s Bermuda operations. The term loan requires quarterly repayments of principal, matures on March 15, 2015 and bears interest at a rate of 7% per annum.

 

The Company believes that the carrying value of its debt approximates fair value which was based on quoted market prices and falls within Level 1 of the fair value measurement hierarchy.

 

7.  DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

 

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

 

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Table of Contents

 

The effective portion of changes in the fair value of interest rate swaps designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The Company uses its derivatives to hedge the variable cash flows associated with existing variable-rate debt. The ineffective portion of the change in fair value of the derivative is recognized directly in earnings. No hedge ineffectiveness was recognized during any of the periods presented.

 

The total outstanding notional amount of cash flow hedges which were in effect on September 30, 2012 was $143.0 million.

 

During August 2012, the Company entered into two additional forward-starting interest rate swaps which are designated and qualify as cash flow hedges.  One cash flow hedge is effective September 30, 2014 and has a notional amount starting at $20.0 million and expands to $130.0 million over the term.  The second cash flow hedge has a $100.0 million notional amount and is effective June 30, 2017.

 

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Table of Contents

 

Amounts reported in accumulated other comprehensive income related to the interest rate swaps are reclassified to interest expense as interest payments are accrued on the Company’s variable-rate debt. Through September 30, 2013, the Company estimates that an additional $4.1 million will be reclassified as an increase to interest expense due to the interest rate swaps since the hedge interest rate exceeds the variable interest rate on the debt.

 

The table below presents the fair value of the Company’s derivative financial instruments as well as its classification on the consolidated balance sheet as of December 31, 2011 and September 30, 2012 (in thousands):

 

 

 

Liability Derivatives

 

 

 

 

 

Fair Value as of

 

 

 

Balance Sheet
Location

 

December 31,
2011

 

September 30,
2012

 

Derivatives designated as hedging instruments:

 

 

 

 

 

 

 

Interest Rate Swaps

 

Other liabilities

 

$

11,337

 

$

12,229

 

Total derivatives designated as hedging instruments

 

 

 

$

11,337

 

$

12,229

 

 

The table below presents the effect of the Company’s derivative financial instruments on the consolidated income statements for the three and nine months ended September 30, 2011 and 2012 (in thousands):

 

Three Months Ended September 30,

 

Derivative in Cash Flow
Hedging Relationships

 

Amount of Gain or
(Loss) Recognized
in Other
Comprehensive
Income on Derivative
(Effective Portion)

 

Location of Gain or
(Loss) Reclassified
from Accumulated
Other
Comprehensive
Income into Income
(Effective Portion)

 

Amount of Gain or
(Loss) Reclassified
from Accumulated
Other
Comprehensive
Income into Income
(Effective Portion)

 

2011

 

Interest Rate Swap

 

$

(3,005

)

Interest expense

 

$

1,059

 

2012

 

Interest Rate Swap

 

(1,192

)

Interest expense

 

1,044

 

 

Nine Months Ended September 30,

 

Derivative in Cash Flow
Hedging Relationships

 

Amount of Gain or
(Loss) Recognized
in Other
Comprehensive
Income on Derivative
(Effective Portion)

 

Location of Gain or
(Loss) Reclassified
from Accumulated
Other
Comprehensive
Income into Income
(Effective Portion)

 

Amount of Gain or
(Loss) Reclassified
from Accumulated
Other
Comprehensive
Income into Income
(Effective Portion)

 

2011

 

Interest Rate Swap

 

$

(7,017

)

Interest expense

 

$

3,131

 

2012

 

Interest Rate Swap

 

(892

)

Interest expense

 

3,100

 

 

Credit-risk-related Contingent Features

 

The Company has agreements with its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

 

As of September 30, 2012, the fair value of the interest rate swaps liability position related to these agreements was $12.2 million. As of September 30, 2012, the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions at September 30, 2012, it would have been required to settle its obligations under these agreements at their termination values of $12.2 million.

 

8.  RECONCILIATION OF TOTAL EQUITY

 

Total equity was as follows (in thousands):

 

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Nine Months Ended September 30,

 

 

 

2011

 

2012

 

 

 

Atlantic Tele-
Network, Inc.

 

Non-Controlling
Interests

 

Total Equity

 

Atlantic Tele-
Network, Inc.

 

Non-Controlling
Interests

 

Total
Equity

 

Equity, beginning of period

 

$

283,768

 

$

45,268

 

$

329,036

 

$

294,266

 

$

58,264

 

$

352,530

 

Stock-based compensation

 

2,660

 

 

2,660

 

2,744

 

 

2,744

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

17,648

 

866

 

18,514

 

35,816

 

2,900

 

38,716

 

Other comprehensive income(loss)-

 

 

 

 

 

 

 

 

 

 

 

 

 

Translation Adjustment

 

13

 

 

13

 

 

 

 

Gain (loss) on interest rate swap (net of tax)

 

(2,385

)

 

(2,385

)

(535

)

 

(535

)

Total comprehensive income

 

15,276

 

866

 

16,142

 

35,281

 

2,900

 

38,181

 

Issuance of common stock upon exercise of stock options

 

193

 

 

193

 

1,240

 

 

1,240

 

Dividends declared on common stock

 

(10,320

)

 

(10,320

)

(11,068

)

 

(11,068

)

Distributions to non-controlling interests

 

 

(2,531

)

(2,531

)

 

(2,010

)

(2,010

)

Investments made by minority shareholders

 

 

3,684

 

3,684

 

 

1,040

 

1,040

 

Repurchase of non-controlling interests

 

 

 

 

 

(80

)

(80

)

Change in equity ownership of consolidated subsidiaries

 

3,475

 

11,923

 

15,398

 

 

 

 

Purchase of common shares

 

(129

)

 

(129

)

(202

)

 

 

(202

)

Equity, end of period

 

$

294,923

 

$

59,210

 

$

354,133

 

$

322,261

 

$

60,114

 

$

382,375

 

 

9.  NET INCOME PER SHARE

 

For the three and nine months ended September 30, 2011 and 2012, outstanding stock options 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
September 30,

 

Nine Months Ended
September 30,

 

 

 

2011

 

2012

 

2011

 

2012

 

Basic weighted-average common shares outstanding

 

15,401

 

15,560

 

15,393

 

15,517

 

Stock options

 

88

 

91

 

97

 

88

 

Diluted weighted-average common shares outstanding

 

15,489

 

15,651

 

15,490

 

15,605

 

 

The above calculations for the three months ended September 30, 2011 and 2012 do not include 313,000 and 322,000 shares, respectively, related to certain stock options because the effects of such were anti-dilutive. For the nine months ended September 30, 2011 and 2012, the calculation does not include 267,000 and 362,000 shares, respectively, related to certain stock options because the effect on such options was anti-dilutive.

 

10. SEGMENT REPORTING

 

The Company has four reportable segments for separate disclosure in accordance with the FASB’s authoritative guidance on disclosures about segments of an enterprise. Those four segments are: i) U.S. Wireless, which generates all of its revenues in and has all of its assets located in the United States, ii) International Integrated Telephony, which generates all of its revenues in and has all of its assets located in Guyana, iii) Island Wireless, which generates all of its revenues in and has all of its assets located in Bermuda, the U.S. Virgin Islands, Aruba and Turks and Caicos and iv) U.S. Wireline, which generates all of its revenues in and has all of its assets located in the United States. The operating segments are managed separately because each offers different services and serves different markets.

 

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

 

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Table of Contents

 

 

 

For the Three Months Ended September 30, 2011

 

 

 

U.S. Wireless

 

International
Integrated
Telephony

 

Island
Wireless

 

U.S.
Wireline

 

Reconciling
Items

 

Consolidated

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Wireless:

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail

 

$

89,143

 

$

 

$

 

$

 

$

 

$

89,143

 

Wholesale

 

57,048

 

 

 

 

 

57,048

 

International Wireless

 

 

6,695

 

13,682

 

 

 

20,377

 

Wireline

 

139

 

16,638

 

 

4,971

 

 

21,748

 

Equipment and Other

 

4,428

 

71

 

1,531

 

 

 

6,030

 

Total Revenue

 

150,758

 

23,404

 

15,213

 

4,971

 

 

194,346

 

Depreciation and amortization

 

18,417

 

4,506

 

2,748

 

797

 

244

 

26,712

 

Non-cash stock-based compensation

 

58

 

 

 

 

712

 

770

 

Operating income (loss)

 

26,840

 

6,771

 

(1,186

)

(111

)

(4,668

)

27,646

 

 

 

 

For the Nine Months Ended September 30, 2011

 

 

 

U.S. Wireless

 

International
Integrated
Telephony

 

Island
Wireless

 

U.S.
Wireline

 

Reconciling
Items

 

Consolidated

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Wireless:

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail

 

$

284,221

 

$

 

$

 

$

 

$

 

$

284,221

 

Wholesale

 

153,615

 

 

 

 

 

153,615

 

International Wireless

 

 

20,326

 

32,548

 

 

 

52,874

 

Wireline

 

416

 

47,814

 

 

15,075

 

 

63,305

 

Equipment and Other

 

17,859

 

264

 

4,115

 

 

 

22,238

 

Total Revenue

 

456,111

 

68,404

 

36,663

 

15,075

 

 

576,253

 

Depreciation and amortization

 

53,188

 

13,610

 

7,071

 

2,374

 

660

 

76,903

 

Non-cash stock-based compensation

 

425

 

 

 

 

2,235

 

2,660

 

Operating income (loss)

 

43,775

 

19,655

 

(5,289

)

(100

)

(13,728

)

44,313

 

 

 

 

For the Three Months Ended September 30, 2012

 

 

 

U.S. Wireless

 

International
Integrated
Telephony

 

Island
Wireless

 

U.S.
Wireline

 

Reconciling
Items

 

Consolidated

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Wireless:

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail

 

$

83,269

 

$

 

$

 

$

 

$

 

$

83,269

 

Wholesale

 

54,918

 

 

 

 

 

54,918

 

International Wireless

 

 

6,838

 

14,210

 

 

 

21,048

 

Wireline

 

152

 

16,128

 

 

5,043

 

(203

)

21,120

 

Equipment and Other

 

6,632

 

377

 

1,434

 

 

 

8,443

 

Total Revenue

 

144,971

 

23,343

 

15,644

 

5,043

 

(203

)

188,798

 

Depreciation and amortization

 

17,754

 

4,602

 

2,875

 

697

 

120

 

26,048

 

Non-cash stock-based compensation

 

62

 

 

 

 

774

 

836

 

Operating income (loss)

 

28,394

 

6,401

 

1,061

 

(566

)

(5,660

)

29,630

 

 

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For the Nine Months Ended September 30, 2012

 

 

 

U.S. Wireless

 

International
Integrated
Telephony

 

Island
Wireless

 

U.S.
Wireline

 

Reconciling
Items

 

Consolidated

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Wireless:

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail

 

$

254,081

 

$

 

$

 

$

 

$

 

$

254,081

 

Wholesale

 

153,854

 

 

 

 

 

153,854

 

International Wireless

 

 

19,891

 

40,427

 

 

 

60,318

 

Wireline

 

450

 

48,692

 

 

14,634

 

(203

)

63,573

 

Equipment and Other

 

19,950

 

1,334

 

3,871

 

 

 

25,155

 

Total Revenue

 

428,335

 

69,917

 

44,298

 

14,634

 

(203

)

556,981

 

Depreciation and amortization

 

54,780

 

16,921

 

8,444

 

2,135

 

(2,626

)

79,654

 

Non-cash stock-based compensation

 

159

 

 

 

 

2,585

 

2,744

 

Operating income (loss)

 

71,294

 

16,973

 

(263

)

(1,655

)

(15,485

)

70,864

 

 

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Segment Assets

 

 

 

U.S. Wireless

 

International
Integrated
Telephony

 

Island
Wireless

 

U.S.
Wireline

 

Reconciling
Items

 

Consolidated

 

December 31, 2011:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net fixed assets

 

$

296,279

 

$

129,069

 

$

40,446

 

$

9,126

 

$

8,283

 

$

483,203

 

Goodwill

 

32,148

 

 

5,438

 

7,491

 

 

45,077

 

Total assets

 

544,388

 

171,676

 

84,057

 

22,790

 

50,820

 

873,731

 

September 30, 2012:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net fixed assets

 

$

265,411

 

121,579

 

35,572

 

14,522

 

10,342

 

447,426

 

Goodwill

 

32,148

 

 

5,438

 

7,491

 

 

45,077

 

Total assets

 

532,506

 

181,355

 

82,354

 

31,800

 

78,484

 

906,499

 

 

 

 

Capital Expenditures

 

 

 

U.S. Wireless

 

International
Integrated
Telephony

 

Island
Wireless

 

U.S.
Wireline

 

Reconciling
Items

 

Consolidated

 

Nine Months Ended September 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

2011

 

$

43,532

 

$

12,697

 

$

5,812

 

$

1,805

 

$

2,004

 

$

65,850

 

2012

 

$

29,446

 

$

7,362

 

$

3,915

 

$

7,280

 

$

2,502

 

$

50,505

 

 

11.  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 in its Annual Report on Form 10-K for the year ended December 31, 2011, 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.

 

On July 20, 2012 a trial court in Guyana made findings calling into question the validity of the exclusive license held by the Company’s Guyana subsidiary, Guyana Telephone & Telegraph Ltd. (“GT&T”), to provide international voice and data service in Guyana and the applicability of that license to telecommunications services using Voice over Internet Protocol (“VoIP”).  The findings were made in a breach of contract case brought originally in 2007 against GT&T by a subscriber to its internet service.  Digicel, our main competitor in Guyana, in response to the trial court’s findings, began connecting its own international traffic out of Guyana without receiving an international license and at rates which had not been approved by the Guyana Public Utilities Commission (“PUC”). In response, the Guyana Public Utilities Commission ordered Digicel to cease providing service at these rates and the government of Guyana notified us that they have undertaken to advise Digicel that its activities are in contravention of Guyana law.  The Guyana courts also granted GT&T an interim injunction restraining Digicel from bypassing GT&T’s network, which we expect to remain in effect until the court holds a hearing on GT&T’s request for a permanent injunction or until the court otherwise determines to remove the temporary injunction. No such hearing has currently been scheduled. GT&T has also appealed the case, not only with respect to the contract claim, but also as to the court’s findings regarding the exclusivity of GT&T’s license and its application to VoIP services.

 

Historically, the Company has been subject to litigation proceedings and other disputes in Guyana that while not conclusively resolved, to its knowledge have not been the subject of discussions or other significant activity in the last five years. It is possible that these disputes may be revived. The Company believes that none of these additional proceedings would, in the event of an adverse outcome, have a material impact on its consolidated financial position, results of operation or liquidity.  For all of the regulatory, litigation, or related matters listed above and in our Form 10-K for the year ended December 31, 2011, the Company believes some adverse outcome is probable and has accordingly accrued $5.0 million as of September 30, 2012.

 

12.  SUBSEQUENT EVENT

 

In November 2011, the Federal Communications Commission (“FCC”) released an Order reforming its Universal Service Fund (“USF”) program, which previously provided support to carriers seeking to offer telecommunications services in high-cost areas and to low-income households.  In 2011, we received approximately $9.9 million in USF support to our U.S. wireless businesses relating to high-cost areas.  Beginning in June 2012, the FCC began phasing out this existing USF support at a rate of 20% per year over the next five years as part of its reform program.

 

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Also as part of the USF reform program, the FCC created two new funds, including the Mobility Fund, a one-time grant meant to support wireless coverage in underserved geographic areas in the United States.  On October 3, 2012, we were provisionally awarded approximately $68.8 million by the FCC under the new Mobility Fund (the “Mobility Fund Grants”). Although our receipt of the Mobility Fund Grants are still subject to FCC approval, we currently expect to receive approximately $68.8 million in support beginning in 2013 to expand our voice and broadband networks in certain geographic areas to offer either 3G or 4G coverage pursuant to certain FCC construction and other requirements. The results of our Mobility Fund projects, once initiated, will be included in our “U.S. Wireless” segment.

 

On October 29, 2012, the Company further amended its Amended Credit Facility to provide for a letter of credit sub-facility to its revolver loan, to be available for issuance in connection with the Company’s Mobility Fund Grant obligations.  Under the amendment, the Company has the ability to use up to $55 million of its revolving credit facility for the issuance of letters of credit, which, when issued, will accrue a fee at a rate of 1.75% per annum on the outstanding amounts. The Company currently has no Mobility Fund letters of credit outstanding.  Any actual award of Mobility Fund Grants is subject to certain conditions, including the issuance of a letter of credit.  If we fail to comply with any of the terms and conditions upon which the Mobility Fund Grants were granted, or if we lose eligibility for Mobility Fund support, the FCC will be entitled to draw the entire amount of the letter of credit applicable to the affected project and may disqualify us from the receipt of additional Mobility Fund support.

 

In September 2012 the Government of Guyana officially notified the Company of its intention to sell its 20% ownership interest in GT&T to a third party unaffiliated with either the Government or the Company. In November 2012, and in connection with the sale, the Government agreed to relinquish all of its shareholder related rights with regard to GT&T.  The Company has agreed to provide the purchaser of the Government’s shares limited shareholder rights, including the right to minority representation on GT&T’s Board of Directors.

 

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The discussion and analysis of our financial condition and results of operations that follows are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ significantly from these estimates under different assumptions or conditions. This discussion should be read in conjunction with our condensed consolidated financial statements herein and the accompanying notes thereto, and our Annual Report on Form 10-K for the year ended December 31, 2011, in particular, the information set forth therein under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

 

Overview

 

We provide wireless and wireline telecommunications services in North America, Bermuda and the Caribbean. Through our operating subsidiaries, we offer the following principal services:

 

·                   Wireless.  In the United States, we offer wireless voice and data services to retail customers under the “Alltel” name in rural markets located principally in the Southeast and Midwest. Additionally, we offer wholesale wireless voice and data roaming services to national, regional and local wireless carriers and selected international wireless carriers in rural markets located principally in the Southwest and Midwest. We also offer wireless voice and data services to retail customers in Bermuda under the “CellOne” name, in Guyana under the “Cellink” name, and in other smaller markets in the Caribbean and the United States under other tradenames.

 

·                   Wireline.  Our local telephone and data services include our operations in Guyana and the mainland United States. We are the exclusive licensed provider of domestic wireline local and long distance telephone services in Guyana and international voice and data communications into and out of Guyana. We also offer facilities-based integrated voice and data communications services to enterprise and residential customers in New England, primarily in Vermont, and wholesale transport services in New York State and New England.

 

In the second quarter of 2011, we completed the merger of our Bermuda operations with M3 Wireless, Ltd., a leading retail wireless provider in Bermuda.  We actively evaluate additional investment and acquisition opportunities in the United States and the Caribbean that meet our return-on-investment and other acquisition criteria.

 

The following chart summarizes the operating activities of our principal subsidiaries, the segments in which we report our revenue and the markets we served as of September 30, 2012:

 

Services

 

Segment

 

Markets

 

Tradenames

 

Wireless

 

U.S. Wireless

 

United States (rural markets)

 

Alltel, Choice

 

 

 

Island Wireless

 

Aruba, Bermuda, Turks and Caicos, U.S. Virgin Islands

 

Mio, CellOne, Islandcom, Choice

 

 

 

International Integrated Telephony

 

Guyana

 

Cellink

 

Wireline

 

International Integrated Telephony

 

Guyana

 

GT&T, Emagine

 

 

 

U.S. Wireline

 

United States (New England and New York State)

 

Sovernet, ION

 

 

We provide management, technical, financial, regulatory, and marketing services to our subsidiaries and typically receive a management fee equal to a percentage of their respective revenue. Management fees from consolidated subsidiaries are eliminated in consolidation.

 

We are dependent on our U.S. Wireless segment for the substantial majority of our revenue and profits. For the quarter and nine months ended September 30, 2012, approximately 77% of our consolidated revenue was generated by our U.S. Wireless segment.

 

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Our U.S. retail wireless revenue is primarily driven by the number of subscribers to our services, their adoption of our enhanced service offerings and their related voice and data usage. The number of subscribers and their usage volumes and patterns also has a major impact on the profitability of our U.S. retail wireless operations. As of September 30, 2012, our U.S. retail wireless services were provided to approximately 585,000 customers under the “Alltel” brand name. Our wireless licenses provide mobile data and voice coverage to a network footprint covering a population of approximately four and a half million people as of September 30, 2012. Through the acquisition of a portion of the former Alltel network from Verizon Wireless (the “Alltel Acquisition”), we acquired a regional, non-contiguous wireless network that we anticipate will require continued network expansion and improvements as well as roaming support to ensure ongoing nationwide coverage. In late July 2011, we completed the transition of our Alltel customers from the legacy Alltel information technology systems, platforms and customer care centers to our own (the “Alltel Transition”) and as a result, eliminated many of the duplicate costs associated with the migration in the third quarter of 2011.

 

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Our retail wireless business competes with national, regional and local wireless providers offering both prepaid and postpaid services such as our primary competitor, Verizon Wireless.

 

We provide wholesale roaming services in a number of areas in the U.S., including in areas in which we also have retail wireless operations. Our wholesale wireless revenue is an important part of our overall U.S. Wireless segment revenue because this revenue has a higher margin of profitability than our retail revenue. Wholesale wireless revenue is primarily driven by the number of sites and base stations we operate, the amount of voice and data traffic from the subscribers of other carriers that each of these sites generates, and the rate we get paid from other carrier customers for serving that traffic.

 

The most significant competitive factors we face in our U.S. wholesale wireless business is the extent to which our carrier customers choose to roam on our networks or elect to build or acquire their own infrastructure in a market, reducing or eliminating their need for our services in those markets.

 

Merger with M3 Wireless, Ltd.

 

On May 2, 2011, we completed the merger of our Bermuda wireless operations, Bermuda Digital Communications, Ltd. (“BDC”), with that of M3 Wireless, Ltd. (“M3”), a wireless provider in Bermuda (the “CellOne Merger”). As part of the CellOne Merger, M3 merged with and into BDC, and the combined entity continues to operate under BDC’s CellOne brand. As a result of the CellOne Merger, our 58% ownership interest in BDC was reduced to a controlling 42% interest in the combined entity. Since we have the right to designate the majority of seats on the combined entity’s board of directors and therefore control its management and policies, we have consolidated the results of the combined entity in our consolidated financial statements effective on the date of the CellOne Merger.

 

Stimulus Grants

 

We were awarded several federal stimulus grants in 2009 and 2010 by the U.S. Government under provisions of the American Recovery and Reinvestment Act of 2009 intended to stimulate the deployment of broadband infrastructure and services to rural, unserved and underserved areas. As of September 30, 2012, we have spent (i) $22.4 million in capital expenditures (of which $17.9 million has been or will be funded by the federal stimulus grant) in connection with our ION Upstate New York Rural Broadband Initiative, which involves building ten new segments of fiber-optic, middle-mile broadband infrastructure in upstate New York and parts of Pennsylvania and Vermont; (ii) $5.4 million in capital expenditures (of which $3.8 million has been or will be funded by the federal stimulus grant) in connection with our last-mile broadband infrastructure buildout in the Navajo Nation across Arizona, New Mexico and Utah; and (iii) $19.2 million in capital expenditures (of which $13.4 million has been or will be funded by the federal stimulus grant) in connection with our fiber-optic middle mile network buildout to provide broadband and transport services to over 340 community anchor institutions in Vermont. For more information on these stimulus projects, please refer to Item 7. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 15, 2012.  The results of our New York and Vermont stimulus projects are included in our “U.S. Wireline” segment and the results of our Navajo stimulus project are included in our “U.S. Wireless” segment.

 

Mobility Fund Grants

 

In November 2011, the Federal Communications Commission (“FCC”) released an Order reforming its Universal Service Fund (“USF”) program, which previously provided support to carriers seeking to offer telecommunications services in high-cost areas and to low-income households.  In 2011, we received approximately $9.9 million in USF support to our U.S. wireless businesses relating to high-cost areas.  Beginning in June 2012, the FCC began phasing out this existing USF support at a rate of 20% per year over the next five years as part of its reform program.

 

Also as part of the USF reform program, the FCC created two new funds, including the Mobility Fund, a one-time grant meant to support wireless coverage in underserved geographic areas in the United States.  On October 3, 2012, we were provisionally awarded approximately $68.8 million by the FCC under the new Mobility Fund (the “Mobility Fund Grants”). Although our receipt of the Mobility Fund Grants are still subject to FCC approval, we currently expect to receive approximately $68.8 million in support, to be received from time to time, beginning in 2013 to expand our voice and broadband networks in certain geographic areas to offer either 3G or 4G coverage pursuant to certain FCC construction and other requirements. The results of our Mobility Fund projects, once initiated, will be included in our “U.S. Wireless” segment.

 

On October 29, 2012, we further amended our Amended Credit Facility to provide for a letter of credit sub-facility to our revolver loan, to be available for issuance in connection with the Company’s Mobility Fund Grant obligations.  Under the amendment, we have the

 

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ability to use up to $55 million of our revolving credit facility for the issuance of letters of credit, which, when issued, will accrue a fee at a rate of 1.75% per annum on the outstanding amounts. We currently have no Mobility Fund letters of credit outstanding. Any actual award of Mobility Fund Grants is subject to certain conditions, including the issuance of a letter of credit.  If we fail to comply with any of the terms and conditions upon which the Mobility Fund Grants were granted, or if we lose eligibility for Mobility Fund support, the FCC will be entitled to draw the entire amount of the letter of credit applicable to the affected project and may disqualify us from the receipt of additional Mobility Fund support.

 

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Table of Contents

 

Results of Operations

 

Three Months Ended September 30, 2011 and 2012

 

 

 

Three Months Ended
September 30,

 

Amount of
Increase

 

Percent
Increase

 

 

 

2011

 

2012

 

(Decrease)

 

(Decrease)

 

 

 

(In thousands)

 

REVENUE:

 

 

 

 

 

 

 

 

 

US Wireless:

 

 

 

 

 

 

 

 

 

Retail

 

$

89,143

 

$

83,269

 

$

(5,874

)

(6.6

)%

Wholesale

 

57,048

 

54,918

 

(2,130

)

(3.7

)

International wireless

 

20,377

 

21,048

 

671

 

3.3

 

Wireline

 

21,748

 

21,120

 

(628

)

(2.9

)

Equipment and other

 

6,030

 

8,443

 

2,413

 

40.0

 

Total revenue

 

194,346

 

188,798

 

(5,548

)

(2.9

)

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

Termination and access fees

 

48,764

 

38,790

 

(9,974

)

(20.5

)

Engineering and operations

 

20,165

 

20,796

 

631

 

3.1

 

Sales and marketing

 

33,965

 

27,929

 

(6,036

)

(17.8

)

Equipment expense

 

14,379

 

23,408

 

9,029

 

62.8

 

General and administrative

 

25,014

 

22,195

 

(2,819

)

(11.3

)

Acquisition-related charges

 

98

 

2

 

(96

)

(98.0

)

Depreciation and amortization

 

26,712

 

26,048

 

(664

)

(2.5

)

Gain on disposition of long-lived assets

 

(2,397

)

 

(2,397

)

(100.0

)

Total operating expenses

 

166,700

 

159,168

 

(7,532

)

(4.5

)

Income from operations

 

27,646

 

29,630

 

1,984

 

7.2

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

Interest expense

 

(4,320

)

(2,986

)

1,334

 

30.9

 

Interest income

 

99

 

3

 

(96

)

(97.0

)

Equity in earnings of unconsolidated affiliate

 

729

 

679

 

(50

)

(6.9

)

Other income(expense), net

 

255

 

199

 

(56

)

(22.0

)

Other, net

 

(3,237

)

(2,105

)

1,132

 

35.0

 

INCOME BEFORE INCOME TAXES

 

24,409

 

27,525

 

3,116

 

12.8

 

Income taxes

 

11,193

 

9,513

 

(1,680

)

(15.0

)

NET INCOME

 

13,216

 

18,012

 

4,796

 

36.3

 

Net income attributable to non-controlling interests

 

(1,880

)

(2,047

)

(167

)

8.9

 

NET INCOME ATTRIBUTABLE TO ATLANTIC TELE-NETWORK, INC. STOCKHOLDERS

 

$

11,336

 

$

15,965

 

$

4,629

 

40.8

 

 

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Table of Contents

 

U.S. wireless revenue.   U.S. Wireless revenue includes voice and data services revenue from our prepaid and postpaid retail operations as well as our wholesale roaming operations. Retail revenue is derived from subscriber fees for use of our networks and facilities, including airtime, roaming and long distance as well as enhanced services such as caller identification, call waiting, voicemail and other features. Retail revenue also includes amounts received from the Universal Service Fund (“USF”). Wholesale revenue is generated from providing mobile voice or data services to the customers of other wireless carriers and also includes revenue from other related wholesale services such as the provision of network switching services and certain wholesale transport services using our wireless subsidiaries’ networks.

 

Retail revenue

 

The retail portion of our U.S. Wireless revenue was $83.3 million for the three months ended September 30, 2012, as compared to $89.1 million for the three months ended September 30, 2011, a decrease of $5.8 million, or 6.5%.    This decrease was primarily the result of net subscriber attrition especially in our post-paid subscriber base and $1.8 million of revenue received in the third quarter of 2011 from the Universal Service Fund relating to a previous period. The decrease was partially offset by a $2.3 million increase in usage charges in 2011 for which we were temporarily not able to bill customers immediately following the completion of an Alltel system conversion.

 

As of September 30 , 2012, we had approximately 585,000 U.S. retail wireless subscribers (including 432,000 postpaid subscribers and 153,000 prepaid subscribers), a decrease of 8,000 from the approximately 593,000 subscribers we had as of September 30 , 2011 and an increase of 1,000 from the approximately 584,000 subscribers we had as of June 30, 2012.  Gross additions to the U.S. retail wireless subscriber base increased to 67,000 for the three months ended September 30 , 2012, as compared to approximately 30,000 for the three months ended September 30 , 2011.  We will continue to focus on improving gross additions to our subscriber base in future periods as we concentrate our efforts on increasing distribution, by means such as our re-launch of our U-Prepaid branded offering in Walmart stores in our markets, and increasing awareness of our value proposition to potential customers in our markets.  However, we believe that the gross additions to our subscriber base could be hindered by our challenges in obtaining some of the more popular handset devices.

 

Our overall U.S. retail wireless churn decreased from 4.05% for the three months ended September 30 , 2011 to 3.70% for the three months ended September 30 , 2012.  This improvement was the result of fewer postpaid customer contract expirations as well as our ability to better control customer care and other churn factors since the end of the Alltel Transition period.  However, our churn may increase in the near term as we are in a period of higher than normal contract expirations and seasonally higher churn.  This, along with our challenges in obtaining popular handset devices, could lead to a decline in subscriber levels.

 

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Wholesale revenue

 

The wholesale portion of our U.S. Wireless revenue decreased to $54.9 million for the three months ended September 30, 2012 from $57.0 million for the three months ended September 30, 2011, a reduction of $2.1 million or 4%.  The decrease was the result of a reduction in voice traffic, a trend seen throughout the industry, expansion of the networks of our carrier customers and a decline in the average rates we charge these customers.  Such decreases, however, were partially offset by growth in the volume of data, also a trend seen throughout the industry.

 

In 2007, we entered into a license purchase agreement with a roaming partner whereby we agreed to purchase and build out a wireless network in the midwestern United States and our roaming partner retained a call option to repurchase the spectrum and the related cell sites within a specified number of years.  Since that time, we have generated wholesale revenue from our roaming partners’ use of this network, which accounted for approximately $15.1 million in wholesale revenue during the year ended December 31, 2011 and $12.1 million during the nine months ended September 30, 2012.  Following the exercise of this call option in July 2012, we entered into a definitive agreement to sell the spectrum and related sites for approximately $15.8 million.  We currently expect to close the transaction in late 2012 and to record a gain on the transaction of approximately $11.0 million. The spectrum and related sites are being accounted for as held for sale and are included in other assets on our balance sheet and applicable depreciation has been suspended. With the exception of one similar call option involving a smaller portion of our wholesale roaming network, no other roaming partner has the right to acquire any portion of our existing roaming network.

 

We expect that data volume may increase in the next several quarters as customer usage of data and smart phone penetration continues to increase. Such increase, however, may be completely offset by a number of factors, including decisions by our roaming partners to no longer roam on our networks or to expand their networks in areas where we operate.  In addition, any reductions in the roaming rates that we charge or any continued declines in overall voice traffic would also reduce our wholesale revenue.  Further, the replacement of the wholesale revenue related to our midwestern United States sites, which we have agreed to sell in connection with the call option described above, will be unlikely to be entirely offset by future growth in other areas.

 

International wireless revenue.   International Wireless revenue includes retail and wholesale voice and data wireless revenue from international operations in Bermuda and the Caribbean, including our operations in the U.S. Virgin Islands.

 

International wireless revenue increased by $0.6 million, or 3%, to $21.0 million for the three months ended September 30, 2012, from $20.4 million for the three months ended September 30, 2011. International Wireless revenue increased as a result of subscriber growth in certain island markets partially offset by a decrease in subscribers in our other international operations.

 

While we have experienced subscriber growth in a number of our international markets, competition remains strong, and due to the fact that the majority of our international wireless subscribers are prepaid subscribers, revenue and subscriber levels could shift relatively quickly in future periods.

 

Wireline revenue.   Wireline revenue is generated by our wireline operations in Guyana, including international telephone calls into and out of that country, our integrated voice and data operations and our wholesale transport operations in the United States, primarily in New England and New York State. 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, maintenance and equipment sales.

 

Wireline revenue decreased by $0.6 million, or 3%, from $21.7 million to $21.1 million for the three months ended September 30, 2011 and 2012, respectively.    The reductions of revenue in our integrated voice and data operations in New England and in our international long distance business in Guyana were partially offset by the growth in our data revenue in Guyana and in our wholesale transport revenue in New York State.

 

We anticipate that wireline revenue from our international long distance business in Guyana will be negatively impacted, principally through the loss of market share, if we cease to be the exclusive provider of domestic fixed and international long distance service in Guyana, whether by reason of the Government of Guyana enacting legislation to such effect or a modification, early termination or other revocation or lack of enforcement of our exclusive rights.  While the loss of our exclusive rights will likely cause an immediate reduction in our wireline revenue, over the longer term such pressure on our wireline revenue may be offset by increased revenue from data services to consumers and enterprises in Guyana, and wholesale transport services and large enterprise and agency sales in the United States.  We currently cannot predict when or if the Government of Guyana will enact such legislation or take, or fail to take, any action that would otherwise affect our exclusive rights in Guyana.  See Note 11 to our Condensed Consolidated Financial Statements for more information regarding GT&T’s exclusive license in Guyana.

 

Equipment and other revenue.   Equipment and other revenue represent revenue from wireless equipment sales, primarily handsets to retail customers, and other miscellaneous revenue items.

 

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Equipment and other revenue increased by $2.4 million, or 40% to $8.4 million for the three months ended September 30, 2012, from $6.0 million for the three months ended September 30, 2011.  Equipment revenue in our U.S. Wireless segment increased as the result of an increase in gross subscriber additions and an increase in smartphone sales.  Equipment and other revenue also increased in our International Integrated Telephony segment due to increased smartphone sales.

 

We believe that equipment and other revenue could continue to increase in 2012 as a large portion of the two-year contracts with Alltel subscribers continue to expire, resulting in increased upgrades as compared to 2011.  In addition, an increase in gross subscriber additions, more aggressive device subsidies and the continued growth in smartphone penetration could result in increased equipment revenues in future periods. Such increases in both gross subscriber additions and equipment revenues could be hindered by our challenges in obtaining some of the more popular handset devices.

 

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 wireless sites and our switches), internet capacity and other access fees we pay to terminate our calls, as well as customer bad debt expense.

 

Termination and access fees decreased by $10.0 million, or 20% from $48.8 million for the three months ended September 30, 2011 to $38.8 million for the three months ended September 30, 2012.  The decrease in such fees was primarily the result of a reduction in roaming expenses and the completion of the Alltel Transition in our U.S. Wireless segment. Termination and access fees also decreased in our Island Wireless segment as the result of reduced roaming rates and cost synergies experienced in Bermuda subsequent to the CellOne Merger. These decreases were partially offset by an increase in circuit costs within our U.S. Wireline segment as our networks in New York and Vermont continue to expand. Termination and access fees may increase in future periods with expected growth in data volume, but should remain fairly proportionate to their related revenue.

 

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

 

Engineering and operations expenses increased $0.6 million, or 3%, from $20.2 million to $20.8 million for the three months ended September 30, 2011 and 2012, respectively.  Increased expenses in our U.S. Wireless and International Integrated Telephony segments, which experienced expansions in their respective networks in comparison with 2011, were partially offset by the completion of the Alltel Transition which reduced our engineering and operations expenses by eliminating duplicate costs.

 

We expect that engineering and operations expenses will increase over time due to ongoing network upgrades, including upgrades to a next generation mobile wireless technology and an increase in our network capacity if we choose to geographically expand our network.

 

Sales and marketing expenses.   Sales and marketing expenses include salaries and benefits we pay to 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 $6.1 million, or 18%, from $34.0 million for the three months ended September 30, 2011 to $27.9 million for the three months ended September 30, 2012.  The decrease in sales and marketing expenses was the result of the elimination of duplicate expenses associated with the Alltel Transition, higher than usual customer service expenses in 2011 subsequent to the completion of the Alltel Transition and a reduction in expenses in our Island Wireless segment from the increased promotional expenses we incurred in 2011 relating to the CellOne Merger and brand re-launch in Bermuda.

 

We expect that sales and marketing expenses will remain relatively constant as a percentage of revenue for the short term as we continue to incur promotional and retention costs in an attempt to offset customer churn and increase gross customer additions.  In the longer term, these costs should decrease as a percentage of revenue.

 

Equipment expenses.   Equipment expenses include the costs of our handset and customer resale equipment at our retail wireless businesses.

 

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Equipment expenses increased by $9.0 million, or 63%, from $14.4 million for the three months ended September 30, 2011 to $23.4 million for the three months ended September 30, 2012.   The increase was the result of an increase in gross subscriber additions and an increase in smartphone sales in both our U.S. Wireless business and in our International Integrated Telephony segment.  These increases were partially offset by decreased equipment expenses in Bermuda as a result of the CellOne Merger which caused higher than usual equipment expenses in 2011.  We believe that equipment expenses could continue to increase in 2012 as a result of seasonal handset promotions and also increase in the first half of 2013 as a large portion of our two-year contracts with Alltel subscribers will be expiring, resulting in increased upgrades as compared to 2011 and due to increased demand for more expensive smartphone handset devices.  We may also choose, from time to time, to increase device subsidies to attract and retain customers.

 

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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 also include internal costs associated with our performance of due-diligence on our pending or completed acquisitions.

 

General and administrative expenses decreased by $2.8 million, or 11%, from $25.0 million for the three months ended September 30, 2011 to $22.2 million for the three months ended September 30, 2012 primarily as a result of the completion of the Alltel Transition, as well as increased operating efficiencies in our U.S. Wireless segment. These expense decreases were partially offset by an increase in corporate overhead expenses.

 

We expect that general and administrative expenses will remain fairly consistent as a percentage of revenues in future periods.

 

Acquisition-related charges.   Acquisition-related charges include the external costs, such as legal, accounting, and consulting fees directly associated with acquisition-related activities, which are expensed as incurred. Acquisition-related charges do not include internal costs, such as employee salary and travel-related expenses, incurred in connection with acquisitions or any integration-related costs.

 

We incurred $0.1  million of acquisition-related charges for the three months ended September 30, 2011 and a nominal amount of acquisition-related charges for the three months ended September 30, 2012. We expect that acquisition-related expenses will be incurred from time to time as we continue to explore additional acquisition opportunities.

 

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

 

Depreciation and amortization expenses decreased by $0.7 million, or 2.6%, from $26.7 million for the three months ended September 30, 2011 to $26.0 million for the three months ended September 30, 2012. The decrease is primarily due to the elimination of depreciation expense on U.S. Wireless assets to be sold to a roaming partner in the Midwestern United States as well as a reduction in the amortization of certain intangible assets which are being amortized on an accelerated basis.

 

We expect depreciation expense on our tangible assets to increase as a result of ongoing network investments in our businesses. Such increase, however, will be partially offset by a future decrease in the amortization of our intangible assets, which are being amortized using an accelerated amortization method.

 

Interest expense.   Interest expense represents interest incurred on our outstanding credit facilities including our interest rate swaps.

 

Interest expense decreased from $4.3 million for the three months ended September 30, 2011 to $3.0 million for the three months ended September 30, 2012 due to a reduction in our outstanding debt and decreases in applicable margins as a result of amendments to our credit facilities effective September 16, 2011 and May 18, 2012.  As of September 30, 2012, we had $276.0 million in outstanding debt as compared to $298.9 million as of September 30, 2011.

 

Interest income.   Interest income represents interest earned on our cash and cash equivalents.  Interest income decreased from $0.1 million for the three months ended September 30, 2011 to a negligible amount for the three months ended September 30, 2012.

 

Equity in earnings of an unconsolidated affiliate.   Equity in earnings of an unconsolidated affiliate is related to a minority-owned investment in our U.S. Wireless segment and was $0.7 million for the three months ended September 30, 2011 and 2012.

 

Other income (expense), net.   Other income (expense), net represents miscellaneous non-operational income we earned or expenses we incurred. Other income (expense), net was $0.3 million and $0.2 million for the three months ended September 30, 2011 and 2012 respectively.

 

Income taxes.   Our effective tax rates for the three months ended September 30, 2011 and 2012 were 46% and 35%, respectively. Our effective tax rate declined in 2012 as the result of increased income in lower taxed jurisdictions, such as Bermuda and the U.S., as compared to 2011.  In addition, we recorded a $1.3 million benefit, net of reserves, relating to U.S. research and development tax credits claimed for 2010 and 2011 that positively impacted the effective tax rate by approximately 4.8%.  Excluding the research and development tax credits, our effective tax rates were higher than the statutory federal income tax rate of 35% due primarily to (i) the portion of our earnings that are taxed in Guyana at 45%, and (ii) the portion of our earnings that include losses generated in non-tax foreign jurisdictions for which we receive no tax benefit.  Our consolidated tax rate will continue to be impacted by the shift in the mix of income generated in the jurisdictions in which we operate.

 

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Net loss attributable to non-controlling interests.  Net loss attributable to non-controlling interests reflected an allocation of $1.9 million and $2.0 million of income generated by our less than wholly-owned subsidiaries for the three months ended September 30, 2011 and 2012, respectively.

 

Net income attributable to Atlantic Tele-Network, Inc. stockholders.   Net income attributable to Atlantic Tele-Network, Inc. stockholders increased to $16.0 million for the three months ended September 30, 2012 from $11.3 million for the three months ended September 30, 2011.  On a per share basis, net income increased to $1.02 per diluted share from $0.73 per diluted share for the three months ended September 30, 2012 and 2011, respectively.

 

Nine Months Ended September 30, 2011 and 2012

 

 

 

Nine Months Ended
September 30,

 

Amount of
Increase

 

Percent
Increase

 

 

 

2011

 

2012

 

(Decrease)

 

(Decrease)

 

 

 

(In thousands)

 

REVENUE:

 

 

 

 

 

 

 

 

 

US Wireless:

 

 

 

 

 

 

 

 

 

Retail

 

$

284,221

 

$

254,081

 

$

(30,140

)

(10.6

)%

Wholesale

 

153,615

 

153,854

 

240

 

 

International Wireless

 

52,874

 

60,318

 

7,444

 

14.1

 

Wireline

 

63,305

 

63,573

 

268

 

0.4

 

Equipment and Other

 

22,238

 

25,155

 

2,917

 

13.1

 

Total revenue

 

576,253

 

556,981

 

(19,272

)

(3.3

)

OPERATING EXPENSES: