ATN International, Inc.
ATLANTIC TELE NETWORK INC /DE (Form: 10-Q, Received: 11/10/2014 17:16:59)

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, 2014

 

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 10, 2014, the registrant had outstanding 15,919,318 shares of its common stock ($.01 par value).

 

 

 



Table of Contents

 

ATLANTIC TELE-NETWORK, INC.

 

FORM 10-Q

 

Quarter Ended September 30, 2014

 

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, 2013 and September 30, 2014

4

 

 

 

 

Condensed Consolidated Income Statements for the Three and Nine Months Ended September 30, 2013 and 2014

5

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income for the Nine Months Ended September 30, 2013 and 2014

6

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2014

7

 

 

 

 

Notes to Unaudited Condensed Consolidated Financial Statements

8-16

 

 

 

Item 2

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

16-28

 

 

 

Item 3

Quantitative and Qualitative Disclosures About Market Risk

29

 

 

 

Item 4

Controls and Procedures

29

 

 

 

PART II—OTHER INFORMATION

30

 

 

 

Item 1

Legal Proceedings

30

 

 

 

Item 1A

Risk Factors

30

 

 

 

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

30

 

 

 

Item 6

Exhibits

30

 

 

 

SIGNATURES

32

 

 

CERTIFICATIONS

 

 

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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 operations, including operating margins, wholesale revenues, and the future growth and retention of our subscriber base; (2) government regulation of our businesses, which may impact our FCC and other telecommunications licenses; (3) economic, political and other risks facing our foreign operations; (4) our ability to maintain favorable roaming arrangements; (5) our ability to efficiently and cost-effectively upgrade our networks and IT platforms to address rapid and significant technological changes in the telecommunications industry; (6) the loss of or our inability to recruit skilled personnel in our various jurisdictions, including key members of management; (7) our ability to find investment or acquisition or disposition opportunities that fit our strategic goals for the Company; (8) increased competition; (9) our reliance on a limited number of key suppliers and vendors for timely supply of equipment and services relating to our network infrastructure; (10) the adequacy and expansion capabilities of our network capacity and customer service system to support our customer growth; (11) the occurrence of severe weather, natural catastrophes and cyber attacks; (12) our continued access to capital and credit markets; and (13) our ability to realize the value that we believe exists in our businesses. These and other additional factors that may cause actual future events and results to differ materially from the events and results indicated in the forward-looking statements contained herein are set forth more fully under Item 1A “Risk Factors” of this Report and of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 17, 2014 and the other reports we file from time to time with the SEC. 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. This Report contains trademarks, service marks and trade names 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



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PART I—FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

 

ATLANTIC TELE-NETWORK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands, except per share amounts)

 

 

 

December 31,

 

September 30,

 

 

 

2013

 

2014

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

356,607

 

$

384,426

 

Restricted cash

 

39,000

 

39,293

 

Accounts receivable, net of allowances of $9.7 million and $10.8 million, respectively

 

37,680

 

44,197

 

Materials and supplies

 

7,269

 

9,352

 

Deferred income taxes

 

1,994

 

2,504

 

Prepayments and other current assets

 

24,705

 

12,450

 

Assets of discontinued operations

 

4,748

 

175

 

Total current assets

 

472,003

 

492,397

 

Fixed Assets:

 

 

 

 

 

Property, plant and equipment

 

606,912

 

639,172

 

Less: accumulated depreciation

 

(352,280

)

(385,664

)

Net fixed assets

 

254,632

 

253,508

 

Telecommunication licenses, net

 

39,687

 

44,245

 

Goodwill

 

45,077

 

45,077

 

Trade name license

 

417

 

417

 

Customer relationships, net

 

1,807

 

1,572

 

Restricted cash

 

39,000

 

 

Other assets

 

7,096

 

6,215

 

Total assets

 

$

859,719

 

$

843,431

 

LIABILITIES AND EQUITY

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

41,709

 

$

42,209

 

Dividends payable

 

4,279

 

4,628

 

Accrued taxes

 

36,081

 

3,331

 

Advance payments and deposits

 

8,327

 

7,945

 

Deferred income taxes

 

1,601

 

1,601

 

Other current liabilities

 

17,889

 

10,302

 

Liabilities of discontinued operations

 

11,187

 

2,002

 

Total current liabilities

 

121,073

 

72,018

 

Deferred income taxes

 

26,007

 

27,554

 

Other liabilities

 

12,784

 

18,940

 

Total liabilities

 

159,864

 

118,512

 

Commitments and contingencies (Note 12)

 

 

 

 

 

Atlantic Tele-Network, Inc. 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; 16,494,982 and 16,631,797 shares issued, respectively, and 15,816,189 and 15,915,010 shares outstanding, respectively

 

164

 

165

 

Treasury stock, at cost; 678,793 and 716,787 shares, respectively

 

(13,389

)

(15,239

)

Additional paid-in capital

 

139,106

 

143,592

 

Retained earnings

 

519,651

 

541,950

 

Accumulated other comprehensive loss

 

(2,202

)

(2,199

)

Total Atlantic Tele-Network, Inc. stockholders’ equity

 

643,330

 

668,269

 

Non-controlling interests

 

56,525

 

56,650

 

Total equity

 

699,855

 

724,919

 

Total liabilities and equity

 

$

859,719

 

$

843,431

 

 

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

 

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ATLANTIC TELE-NETWORK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED INCOME STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 and 2014

(Unaudited)

(Dollars in thousands, except per share amounts)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2013

 

2014

 

2013

 

2014

 

REVENUE:

 

 

 

 

 

 

 

 

 

U.S wireless

 

$

32,796

 

$

44,306

 

$

80,597

 

$

110,153

 

International wireless

 

22,895

 

21,557

 

66,162

 

67,127

 

Wireline

 

21,504

 

21,531

 

62,945

 

64,344

 

Equipment and other

 

2,155

 

1,999

 

6,103

 

6,212

 

Total revenue

 

79,350

 

89,393

 

215,807

 

247,836

 

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

 

 

 

 

 

 

 

 

 

Termination and access fees

 

14,112

 

16,018

 

40,768

 

48,110

 

Engineering and operations

 

9,509

 

9,788

 

28,349

 

28,939

 

Sales and marketing

 

4,370

 

5,489

 

13,646

 

15,440

 

Equipment expense

 

2,549

 

2,912

 

8,050

 

8,897

 

General and administrative

 

13,827

 

14,213

 

38,856

 

42,343

 

Transaction-related charges

 

2,610

 

(27

)

2,674

 

341

 

Depreciation and amortization

 

12,335

 

12,842

 

36,517

 

37,752

 

Gain on disposition of long lived assets

 

 

 

(1,076

)

 

Total operating expenses

 

59,312

 

61,235

 

167,784

 

181,822

 

Income from operations

 

20,038

 

28,158

 

48,023

 

66,014

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(7,141

)

(13

)

(12,126

)

(220

)

Unrealized loss on interest rate swap contracts

 

(5,675

)

 

(5,675

)

 

Other income (expense), net

 

(226

)

338

 

(198

)

302

 

Other income (expense), net

 

(13,042

)

325

 

(17,999

)

82

 

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

 

6,996

 

28,483

 

30,024

 

66,096

 

Income tax expense

 

2,481

 

9,569

 

11,294

 

22,460

 

INCOME FROM CONTINUING OPERATIONS

 

4,515

 

18,914

 

18,730

 

43,636

 

Income (loss) from discontinued operations, net of tax

 

(1,960

)

 

5,166

 

 

Gain on sale of discontinued operations, net of tax

 

305,197

 

 

305,197

 

 

Income from discontinued operations, net of tax

 

303,237

 

 

310,363

 

 

NET INCOME

 

307,752

 

18,914

 

329,093

 

43,636

 

Net income attributable to non-controlling interests, net of tax:

 

 

 

 

 

 

 

 

 

Continuing operations

 

(2,945

)

(2,747

)

(5,934

)

(8,116

)

Discontinued operations

 

116

 

 

(601

)

 

Disposal of discontinued operations

 

(28,699

)

 

(28,699

)

 

 

 

(31,528

)

(2,747

)

(35,234

)

(8,116

)

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

 

$

276,224

 

16,167

 

$

293,859

 

35,520

 

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

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.10

 

$

1.02

 

$

0.82

 

$

2.24

 

Discontinued operations :

 

 

 

 

 

 

 

 

 

Discontinued operations

 

(0.12

)

 

0.29

 

 

Gain on sale of discontinued operations

 

17.57

 

 

17.64

 

 

Total discontinued operations

 

17.45

 

 

17.93

 

 

Total

 

$

17.55

 

$

1.02

 

$

18.75

 

$

2.24

 

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

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.10

 

$

1.01

 

$

0.81

 

$

2.22

 

Discontinued operations

 

 

 

 

 

 

 

 

 

Discontinued operations

 

(0.12

)

 

0.29

 

 

Gain on sale of discontinued operations

 

17.45

 

 

17.51

 

 

Total discontinued operations

 

17.33

 

 

17.80

 

 

Total

 

$

17.43

 

$

1.01

 

$

18.61

 

$

2.22

 

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

 

 

 

 

 

 

 

 

 

Basic

 

15,738

 

15,923

 

15,678

 

15,890

 

Diluted

 

15,845

 

16,030

 

15,789

 

16,001

 

DIVIDENDS PER SHARE APPLICABLE TO COMMON STOCK

 

$

0.27

 

$

0.29

 

$

0.77

 

$

0.83

 

 

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

 

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ATLANTIC TELE-NETWORK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2014

(Unaudited)

(Dollars in thousands)

 

 

 

Nine Months Ended
September 30,

 

 

 

2013

 

2014

 

 

 

 

 

 

 

Net income

 

$

329,093

 

43,636

 

Other comprehensive income:

 

 

 

 

 

Unrealized gain on interest rate swap, net of tax expense of $2.0 million and $0.0 million, respectively

 

6,985

 

 

Other comprehensive income, net of tax

 

6,985

 

 

Comprehensive income

 

336,078

 

43,636

 

Less: Comprehensive income attributable to non-controlling interests

 

(35,234

)

(8,116

)

Comprehensive income attributable to Atlantic Tele-Network, Inc.

 

$

300,844

 

35,520

 

 

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

 

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ATLANTIC TELE-NETWORK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2014

(Unaudited)

(Dollars in thousands)

 

 

 

Nine Months Ended
September 30,

 

 

 

2013

 

2014

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

329,093

 

$

43,636

 

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

 

 

 

 

 

Depreciation and amortization

 

36,517

 

37,752

 

Provision for doubtful accounts

 

880

 

1,313

 

Amortization of debt discount and debt issuance costs

 

6,657

 

72

 

Stock-based compensation

 

2,898

 

3,381

 

Unrealized loss on interest rate derivative contracts

 

5,675

 

 

Income from discontinued operations, net of tax

 

(5,166

)

 

Gain on disposition of long-lived assets

 

(1,076

)

 

Gain on sale of discontinued operations

 

(305,197

)

 

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

 

 

 

 

 

Accounts receivable

 

(3,832

)

(7,830

)

Materials and supplies, prepayments, and other current assets

 

(3,470

)

(1,921

)

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

 

11,623

 

1,444

 

Accrued taxes

 

(23,668

)

(18,401

)

Other

 

7,828

 

(3,785

)

Net cash provided by operating activities of continuing operations

 

58,762

 

55,661

 

Net cash provided by (used in) operating activities of discontinued operations

 

25,751

 

(4,612

)

Net cash provided by operating activities

 

84,513

 

51,049

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Capital expenditures, net

 

(55,171

)

(41,699

)

Proceeds from disposition of long-lived assets

 

1,500

 

1,371

 

Decrease in restricted cash

 

 

38,707

 

Net cash used in investing activities of continuing operations

 

(53,671

)

(1,621

)

Net cash provided by investing activities of discontinued operations

 

711,541

 

 

Net cash provided by (used in) investing activities

 

657,870

 

(1,621

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Dividends paid on common stock

 

(7,839

)

(12,873

)

Distributions to non-controlling interests

 

(3,321

)

(7,932

)

Payment of debt issuance costs

 

(12

)

 

Principal repayments of term loan

 

(272,137

)

 

Proceeds from stock option exercises

 

1,450

 

610

 

Purchases of common stock

 

(1,288

)

(1,355

)

Repurchases of non-controlling interests

 

 

(59

)

Investments made by minority shareholders in consolidated affiliates

 

135

 

 

Net cash used in financing activities of continuing operations

 

(283,012

)

(21,609

)

Net cash used in financing activities of discontinued operations

 

(1,678

)

 

Net cash used in financing activities

 

(284,690

)

(21,609

)

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

457,693

 

27,819

 

CASH AND CASH EQUIVALENTS, beginning of the period

 

136,647

 

356,607

 

CASH AND CASH EQUIVALENTS, end of the period

 

$

594,340

 

384,426

 

 

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

 

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ATLANTIC TELE-NETWORK, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. ORGANIZATION AND BUSINESS OPERATIONS

 

The Company is a telecommunications holdings company that, through its operating subsidiaries, provides wireless and wireline telecommunications services in North America, Bermuda and the Caribbean.

 

The Company offers the following principal services:

 

·                   Wireless.  In the United States, the Company offers wholesale wireless voice and data roaming services to national, regional, local 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, Guyana, the Caribbean and smaller markets in the United States.

 

·                   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 Vermont and New York State. In addition, the Company offers wholesale long-distance voice services to telecommunications carriers.

 

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, 2014:

 

Services

 

Segment

 

Markets

 

Tradenames

Wireless

 

U.S. Wireless

 

United States

 

Commnet, 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, EssexTel

 

The Company is actively evaluating potential acquisitions, investment opportunities or other strategic transactions, both domestic and international, that meet its return-on-investment and other criteria.  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 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 11 to the Condensed Consolidated Financial Statements.

 

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 2013 Annual Report on Form 10-K.

 

See Note 4 for information regarding the Company’s sale of its U.S. retail wireless business operated under the Alltel name.  The assets, liabilities and operations of the Alltel business have been classified as discontinued for all periods presented.  Unless indicated otherwise, the information in the notes to the Condensed Consolidated Financial Statements refer only to our continuing operations.

 

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”)

 

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authoritative guidance on the consolidation of variable interest entities since it is determined that the Company is the primary beneficiary of these entities.

 

During the nine months ended September 30, 2014, the Company recognized approximately $0.7 million in general and administrative expenses to correct for an understatement of transactional tax liabilities generated in periods during 2013.  The Company determined that the impact of the correction of this error was not material to the current or any prior period financial statements.

 

The Company’s effective tax rate declined in 2014 as the result of increased income in lower taxed jurisdictions, such as Bermuda, as compared to 2013.  The Company’s effective tax rate in 2013 was higher than the statutory federal income tax rate of 35% (plus applicable statutory state income tax rates) due primarily to (i) the portion of our earnings that are taxed in Guyana at 45%, and (ii) a portion of the Company’s earnings that include losses generated in foreign jurisdictions for which we receive no tax benefit since these are non-tax jurisdictions. The Company’s effective tax rates for the three months ended September 30, 2013 and 2014 were 35.5% and 33.6%, respectively. The Company’s effective tax rates for the nine months ended September 30, 2013 and 2014 were 37.6% and 33.9%, respectively.

 

Recent Accounting Pronouncements

 

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern .  ASU 2014-15 will explicitly require management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosure in certain circumstances. The new standard will be effective for all entities in the first annual period ending after December 15, 2016. Earlier adoption is permitted. The Company does not expect ASU No. 2014-15 to have a material impact on the consolidated financial position, results of operations, or cash flows.

 

In June 2014, the FASB issued a standards update on accounting for share-based payments when the terms of the award provide that a performance target could be achieved after a requisite service period. The standard is effective beginning January 1, 2016, with early adoption permitted. The Company does not expect it to have a material impact on our consolidated financial position, results of operations or cash flows.

 

In May 2014, the FASB issued a standard on revenue recognition providing a single, comprehensive revenue recognition model for all contracts with customers. The revenue standard is based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is effective beginning January 1, 2017, with no early adoption permitted. The amendments may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. The Company is currently evaluating the adoption method options and the impact of the new guidance on our consolidated financial statements.

 

In April 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 provides guidance on determining when disposals can be presented as discontinued operations. ASU 2014-08 requires that only disposals representing a strategic shift in operations should be presented as discontinued operations. A strategic shift may include a disposal of a major line of business, major equity method investment or a major part of an entity. Additionally, ASU 2014-08 requires expanded disclosures regarding discontinued operations. This standard is effective prospectively for reporting periods beginning after December 15, 2014. Early adoption is permitted. The adoption of this amendment is not expected to have a material impact on the Company’s condensed consolidated financial statements.

 

In March 2013, the FASB issued ASU 2013-05, “Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.” ASU 2013-05 provides clarification regarding whether ASC 810-10, “Consolidation — Overall” or ASC 830-30, “Foreign Currency Matters—Translation of Financial Statements,” applies to the release of cumulative translation adjustments into net income when a reporting entity either sells a part or all of its investment in a foreign entity or ceases to have a controlling financial interest in a subsidiary or group of assets that constitute a business within a foreign entity. The revised standard is effective for reporting periods beginning after December 15, 2013. The adoption of this amendment did not have a material impact on the Company’s condensed consolidated financial statements.

 

In July 2013, the FASB issued ASU No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the Emerging Issues Task Force),” which states that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. If a company does not have: (i) a net operating loss carryforward; (ii) a similar tax loss; or (iii) a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The authoritative guidance is effective for fiscal years and the interim periods within those fiscal years beginning on or after December 15, 2013 and was applied on a prospective basis. The adoption of this authoritative guidance did not have a material impact on the Company’s condensed consolidated financial statements.

 

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.

 

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4.  DISCONTINUED OPERATIONS — SALE OF U.S. RETAIL WIRELESS BUSINESS

 

On September 20, 2013, the Federal Communications Commission announced its approval of the previously announced proposed sale of the Company’s U.S. retail wireless business operated under the Alltel name to AT&T Mobility for approximately $780.0 million in cash plus $16.8 million in working capital adjustments.  The Company previously reported the operations of this business within its U.S. Wireless segment.  As a result of that approval, the Company completed the sale of certain U.S. retail wireless assets on that date.

 

The $796.8 million in cash proceeds included $78.0 million of cash to be held in a general indemnity escrow account.  Subject to the terms and conditions of the purchase agreement between AT&T Mobility and the Company governing the sale, the restrictions on $19.5 million of these funds expired March 2014 and September 2014, respectively, for a total of $39.0 million year to date. The remaining $39.0 million has been recorded as restricted cash on the Company’s September 30, 2014 balance sheet and classified as a current asset since $39.0 million and is expected to be released, subject to any indemnity claims, to the Company in March 2015.

 

As of September 30, 2014, the Company has also recorded $7.3 million for the minority shareholders’ interests in the sold operation which is based on the estimated final distributions to the minority shareholders and is included in non-controlling interests on its balance sheet.

 

The Company has reclassified the assets of its Alltel operations, consisting of prepaid expenses and other current assets, and liabilities of its Alltel operations, consisting of accounts payable and other current liabilities, to assets of discontinued operations and liabilities of discontinued operations, respectively, within its December 31, 2013 and September 30, 2014 balance sheets.

 

Revenues and income from discontinued operations related to the Alltel business for the three months and nine months ended September 30, 2013 and 2014 were as follows (in thousands):

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2013

 

2014

 

2013

 

2014

 

 

 

 

 

 

 

 

 

 

 

Revenue from discontinued operations

 

$

88,036

 

$

 

$

299,519

 

$

 

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations, net of tax expense (benefit) of ($1.9) and $5.2 million for the three and nine months ended September 30, 2013 respectively

 

(1,960

)

 

5,166

 

 

 

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.

 

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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 and intangible assets that have been impaired 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, 2013 and September 30, 2014 are summarized as follows (in thousands):

 

 

 

December 31, 2013

 

Description

 

Quoted Prices in
Active Markets
(Level 1)

 

Significant Other
Observable Inputs
(Level 2)

 

Total

 

Certificates of deposit

 

$

 

$

363

 

$

363

 

Money market funds

 

$

2,244

 

$

 

$

2,244

 

Total assets measured at fair value

 

$

2,244

 

$

363

 

$

2,607

 

 

 

 

September 30, 2014

 

Description

 

Quoted Prices in
Active Markets
(Level 1)

 

Significant Other
Observable Inputs
(Level 2)

 

Total

 

Certificate of deposit

 

$

 

$

363

 

$

363

 

Money market funds

 

$

2,407

 

$

 

$

2,407

 

Total assets measured at fair value

 

$

2,407

 

$

363

 

$

2,770

 

 

Certificate of Deposit

 

As of December 31, 2013 and September 30, 2014, this asset class consisted of a time deposit at a financial institution denominated in U.S. dollars. The asset class is classified within Level 2 of the fair value hierarchy because the fair value was based on observable market data.

 

Money Market Funds

 

As of December 31, 2013 and September 30, 2014, this asset class consisted of 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.

 

6.  LONG-TERM DEBT

 

The Company has a credit facility (the “Credit Facility”) which previously included two term loans and currently provides for a revolver loan of up to $100.0 million.  The revolver loan also has a $10.0 million swingline sub-facility and a $55.0 million letter of credit sub-facility for issuance in connection with the Company’s Mobility Fund Grant obligations (see Note 8).

 

On September 20, 2013 the Company repaid its outstanding term loans in full. Amounts borrowed under the term loans bore interest at a rate equal to, at the Company’s option, either (i) at the London Interbank Offered Rate (LIBOR) plus an applicable margin ranging between 2.00% to 4.00% or (ii) a base rate plus an applicable margin ranging from 1.00% to 3.00%. The base rate was equal to the higher of (i) 1.50% plus the higher of (x) the one-week LIBOR and (y) the one-month LIBOR; or (ii) the prime rate (as defined in the Credit Facility). The applicable margin was determined based on the ratio of our indebtedness (as defined in the Credit Facility) to our EBITDA (as defined in the Credit Facility).

 

Amounts borrowed under 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 swing-line sub- facility, an applicable margin ranging from 0.50% to 2.00%.) 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, which fee is payable in arrears on the last day of each calendar quarter.

 

The 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

 

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leasebacks, transactions with affiliates and fundamental changes. In addition, the 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, 2014, we were in compliance with all of the financial covenants of the Credit Facility.

 

Note Payable—Other

 

In connection with the Company’s merger of its Bermuda subsidiary with M3 Wireless, Ltd. in May 2011, the Company assumed a term loan of approximately $7.0 million owed to Keytech Ltd., the former parent company of M3 Wireless, Ltd. and current 42% minority shareholder in the Company’s Bermuda operations. This term loan, which bore interest at 7% per annum, was repaid in full in July 2013.

 

7.  DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

 

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

 

The effective portion of changes in the fair value of interest rate derivatives that qualified as cash flow hedges was recorded in accumulated other comprehensive income and was subsequently reclassified into earnings in the period that the hedged forecasted transaction affected earnings.

 

As a result of the repayment of its variable-rate debt on September 20, 2013, the Company terminated its interest rate derivatives in October 2013.

 

Amounts previously reported in accumulated other comprehensive income related to the interest rate derivatives were reclassified to “Unrealized loss on interest rate derivative contracts” as of the date of the prepayment of the Company’s outstanding term notes.

 

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, 2013 and 2014 (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)

 

2013

 

Interest Rate Swap

 

$

 

Interest expense

 

$

 

2014

 

Interest Rate Swap

 

$

 

Interest expense

 

$

 

 

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)

 

2013

 

Interest Rate Swap

 

$

6,255

 

Interest expense

 

$

6,255

 

2014

 

Interest Rate Swap

 

$

 

Interest expense

 

$

 

 

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8. GOVERNMENT GRANTS

 

The Company has received funding from the U.S. Government and its agencies under Stimulus and Mobility Fund programs.  These are generally designed to fund telecommunications infrastructure expansion into rural or underserved areas of the United States.  The fund programs are evaluated to determine if they represent funding related to capital expenditures (capital grants) or operating activities (income grants).

 

Stimulus Grants

 

The Company was 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, 2014, the Company has spent (i) $35.8 million in capital expenditures (of which $27.5 million has been funded by the federal stimulus grant) in connection with the Company’s build of ten new segments of fiber-optic, middle-mile broadband infrastructure in upstate New York and parts of Pennsylvania and Vermont; (ii) $7.6 million in capital expenditures (of which $5.3 million has been funded by the federal stimulus grant) in connection with the Company’s last-mile broadband infrastructure buildout in the Navajo Nation across Arizona, New Mexico and Utah; and (iii) $47.8 million in capital expenditures (of which $33.0 million has been or is expected to be funded by the federal stimulus grant) in connection with the Company’s fiber-optic middle mile network buildout to provide broadband and transport services to over 340 community anchor institutions in Vermont. The results of the Company’s New York and Vermont stimulus projects are included in the Company’s “U.S. Wireline” segment and the results of the Company’s Navajo stimulus project are included in the Company’s “U.S. Wireless” segment. The New York and Navajo Stimulus projects were completed during 2013. The Vermont stimulus project will be completed during the latter half of 2014 and the Company anticipates that it will incur an additional nominal amount of capital expenditures of which none is expected to be funded by the federal stimulus grants.

 

Mobility Fund Grants

 

As part of the Federal Communications Commission’s (“FCC”) reform of 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, the FCC created the Mobility Fund and the Tribal Mobility Fund, each a one-time award meant to support wireless coverage in underserved geographic areas in the United States. In August 2013, the Company received FCC final approval for approximately $21.7 million of Mobility Fund support and in June 2014, approximately $2.4 million of Tribal Mobility fund support to its wholesale wireless business (collectively the “Mobility Funds”) to expand voice and broadband networks in certain geographic areas in order to offer either 3G or 4G coverage. As part of the receipt of the Mobility Funds, the Company committed to comply with certain additional FCC construction and other requirements. A portion of these funds will be used to offset network capital costs and a portion is used to offset the costs of supporting the networks for a period of five years. In connection with the Company’s application for the Mobility Funds, the Company has posted approximately $10.5 million in letters of credit to the Universal Service Administrative Company (“USAC”) to secure these obligations. If the Company fails to comply with any of the terms and conditions upon which the Mobility Funds were granted, or if it loses eligibility for the Mobility Funds, USAC will be entitled to draw the entire amount of the letter of credit applicable to the affected project plus penalties and may disqualify the Company from the receipt of additional Mobility Fund support.  As of September 30, 2014, all of the letters of credit remain outstanding and no amounts have been drawn thereon.

 

The Company began the construction of its Mobility Funds projects during the third quarter of 2013 and its results are included in the Company’s “U.S. Wireless” segment. As of September 30, 2014, the Company has received approximately $7.4 million in Mobility Funds. Of these funds, $1.3 million was recorded as an offset to the cost of the property, plant, and equipment associated with these projects and, consequentially, a reduction of future depreciation expense and $6.1million was recorded as a liability to reduce future operating expenses. The balance sheet presentation is based on the timing of the expected recognition of the funds and accordingly, $2.3 million is recorded within other current liabilities while the remaining $3.8 million is recorded within other long-term liabilities.

 

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9. EQUITY

 

Total equity was as follows (in thousands):

 

 

 

Nine Months Ended September 30,

 

 

 

2013

 

2014

 

 

 

Atlantic Tele-
Network, Inc.

 

Non-Controlling
Interests

 

Total Equity

 

Atlantic Tele-
Network, Inc.

 

Non-Controlling
Interests

 

Total
Equity

 

Equity, beginning of period

 

$

334,146

 

$

60,094

 

$

394,240

 

$

643,330

 

$

56,525

 

$

699,855

 

Stock-based compensation

 

3,419

 

 

3,419

 

3,381

 

 

3,381

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

293,859

 

35,234

 

329,093

 

35,520

 

8,116

 

43,636

 

Other comprehensive income-Gain on interest rate swap (net of tax)

 

6,985

 

 

6,985

 

 

 

 

Total comprehensive income

 

300,844

 

35,234

 

336,078

 

35,520

 

8,116

 

43,636

 

Issuance of common stock upon exercise of stock options

 

6,778

 

 

6,778

 

1,106

 

 

 

1,106

 

Dividends declared on common stock

 

(11,982

)

 

(11,982

)

(13,218

)

 

(13,218

)

Distributions to non-controlling interests

 

 

(5,532

)

(5,532

)

 

(7,932

)

(7,932

)

Investments made by non-controlling interests

 

 

135

 

135

 

 

 

 

Sale of non-controlling interests

 

 

(13,634

)

(13,634

)

 

(59

)

(59

)

Purchase of treasury stock

 

(6,615

)

 

(6,615

)

(1,850

)

 

(1,850

)

Equity, end of period

 

$

626,590

 

$

76,297

 

$

702,887

 

$

668,269

 

$

56,650

 

$

724,919

 

 

10.  NET INCOME PER SHARE

 

For the three and nine months ended September 30, 2013 and 2014, 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,

 

 

 

2013

 

2014

 

2013

 

2014

 

Basic weighted-average common shares outstanding

 

15,738

 

15,923

 

15,678

 

15,890

 

Stock options

 

107

 

107

 

111

 

111

 

Diluted weighted-average common shares outstanding

 

15,845

 

16,030

 

15,789

 

16,001

 

 

The above calculation for the three months ended September 30, 2013 does not include 29,000 shares related to certain stock options because the effects of such options were anti-dilutive. For the nine months ended September 30, 2013 the calculation does not include 80,000 shares related to certain stock options because the effect of such options was anti-dilutive. There were not any anti-dilutive shares for either the three or nine months ended September 30, 2014.

 

11. 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 a majority of its revenues in, and has a majority of its assets located in, Bermuda and which also generates revenues in and has assets located in 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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For the Three Months Ended September 30, 2013

 

 

 

U.S. Wireless

 

International
Integrated
Telephony

 

Island
Wireless

 

U.S.
Wireline

 

Reconciling
Items

 

Consolidated

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. wireless

 

$

32,796

 

$

 

$

 

$

 

$

 

$

32,796

 

International wireless

 

 

7,046

 

15,849

 

 

 

22,895

 

Wireline

 

152

 

15,640

 

 

5,712

 

 

21,504

 

Equipment and other

 

109

 

388

 

1,594

 

64

 

 

2,155

 

Total revenue

 

33,057

 

23,074

 

17,443

 

5,776

 

 

79,350

 

Depreciation and amortization

 

4,039

 

4,551

 

2,551

 

816

 

378

 

12,335

 

Non-cash stock-based compensation

 

 

 

 

 

926

 

926

 

Operating income (loss)

 

18,293

 

7,028

 

3,292

 

(255

)

(8,320

)

20,038

 

 

 

 

For the Nine Months Ended September 30, 2013

 

 

 

U.S. Wireless

 

International
Integrated
Telephony

 

Island
Wireless

 

U.S.
Wireline

 

Reconciling
Items

 

Consolidated

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. wireless

 

$

80,597

 

$

 

$

 

$

 

$

 

$

80,597

 

International wireless

 

 

20,330

 

45,832

 

 

 

66,162

 

Wireline

 

457

 

46,493

 

 

15,995

 

 

62,945

 

Equipment and other

 

313

 

1,151

 

4,468

 

171

 

 

6,103

 

Total revenue

 

81,367

 

67,974

 

50,300

 

16,166

 

 

215,807

 

Depreciation and amortization

 

12,119

 

13,476

 

7,705

 

2,252

 

965

 

36,517

 

Non-cash stock-based compensation

 

 

 

 

 

2,898

 

2,898

 

Operating income (loss)

 

40,472

 

19,596

 

7,226

 

(786

)

(18,485

)

48,023

 

 

 

 

For the Three Months Ended September 30, 2014

 

 

 

U.S. Wireless

 

International
Integrated
Telephony

 

Island
Wireless

 

U.S.
Wireline

 

Reconciling
Items

 

Consolidated

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. wireless

 

$

44,306

 

$

 

$

 

$

 

$

 

$

44,306

 

International wireless

 

 

6,399

 

15,158

 

 

 

21,557

 

Wireline

 

152

 

15,249

 

 

6,130

 

 

21,531

 

Equipment and other

 

278

 

183

 

1,469

 

69

 

 

1,999

 

Total revenue

 

44,736

 

21,831

 

16,627

 

6,199

 

 

 

89,393

 

Depreciation and amortization

 

3,657

 

4,397

 

2,596

 

1,193

 

999

 

12,842

 

Non-cash stock-based compensation

 

 

 

 

 

1,002

 

1,002

 

Operating income (loss)

 

27,585

 

5,065

 

2,231

 

(471

)

(6,252

)

28,158

 

 

 

 

For the Nine Months Ended September 30, 2014

 

 

 

U.S. Wireless

 

International
Integrated
Telephony

 

Island
Wireless

 

U.S.
Wireline

 

Reconciling
Items

 

Consolidated

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. wireless

 

$

110,153

 

$

 

$

 

$

 

$

 

$

110,153

 

International wireless

 

 

20,054

 

47,073

 

 

 

67,127

 

Wireline

 

457

 

44,399

 

 

19,488

 

 

64,344

 

Equipment and other

 

663

 

573

 

4,782

 

194

 

 

6,212

 

Total revenue

 

111,273

 

65,026

 

51,855

 

19,682

 

 

 

247,836

 

Depreciation and amortization

 

10,413

 

13,111

 

7,810

 

3,519

 

2,899

 

37,752

 

Non-cash stock-based compensation

 

 

 

 

 

3,381

 

3,381

 

Operating income (loss)

 

63,826

 

15,293

 

8,210

 

(2,511

)

(18,804

)

66,014

 

 

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Table of Contents

 

 

 

Segment Assets

 

 

 

U.S. Wireless

 

International
Integrated
Telephony

 

Island
Wireless

 

U.S.
Wireline

 

Reconciling
Items

 

Consolidated

 

December 31, 2013:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net fixed assets

 

$

73,592

 

$

118,917

 

$

29,310

 

$

26,082

 

$

6,731

 

$

254,632

 

Goodwill

 

32,148

 

 

5,438

 

7,491

 

 

45,077

 

Total assets

 

151,094

(1)

197,903

 

74,427

 

45,351

 

390,944

 

859,719

 

September 30, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net fixed assets

 

$

75,930

 

$

110,870

 

$

26,622

 

$

26,930

 

$

13,156

 

$

253,508

 

Goodwill

 

32,148

 

 

5,438

 

7,491

 

 

45,077

 

Total assets

 

178,208

(1)

200,770

 

78,417

 

43,359

 

342,677

 

843,431

 

 


(1)                                  Includes $4,748 and $73,492 of assets associated with our discontinued operations as of December 31, 2013 and September 30, 2014, respectively.

 

 

 

Capital Expenditures

 

 

 

U.S. Wireless

 

International
Integrated
Telephony

 

Island
Wireless

 

U.S.
Wireline

 

Reconciling
Items

 

Consolidated

 

Nine Months Ended September 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

$

27,736

 

$

9,039

 

$

4,014

 

$

11,231

 

$

3,151

 

$

55,171

 

2014

 

$

26,496

 

$

6,816

 

$

3,966

 

$

2,325

 

$

2,096

 

$

41,699

 

 

12.  COMMITMENTS AND CONTINGENCIES

 

Regulatory and Litigation Matters

 

The Company and its subsidiaries are subject to certain regulatory and legal proceedings and other claims arising in the ordinary course of business, some of which involve claims for damages and taxes that are substantial in amount. The Company believes that, except for the items discussed below and in our Annual Report on Form 10-K for the year ended December 31, 2013, 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 May 8, 2009, Digicel filed a lawsuit in Guyana challenging the legality of GT&T’s exclusive license rights under Guyana’s constitution. Digicel initially filed this lawsuit against the Attorney General of Guyana in the High Court. On May 13, 2009, GT&T petitioned to intervene in the suit in order to oppose Digicel’s claims and that petition was granted on May 18, 2009. GT&T filed an answer to the charge on June 22, 2009 and the case is pending.  The Company believes that any legal challenge to GT&T’s exclusive license rights granted in 1990 is without merit and the Company is vigorously defending against the legal challenge.

 

In Bermuda, the Regulatory Authority continued its implementation of the Electronic Communications Act of 2011, which allows communications service providers to enter new lines of business and introduces competition in the sector.  As the government of Bermuda continues to reform the local telecommunications market it is possible that new or amended regulations may establish regulatory and other fees, additional regulation or result in other circumstances that could increase our regulatory costs or otherwise impact our operations.  For instance, in October 2014, the Bermuda Regulatory Authority issued a draft decision that, if implemented, would prevent the Company from using a portion of existing spectrum held by its Bermuda subsidiary reserved for the launch of next generation services in accordance with the Company's plans and demands of its customers in Bermuda.  This could damage the competitive position of the Company's business in Bermuda and limit its ability to grow.  Although the Company believes that it would be entitled to compensation for any involuntary recapture and re-assignment of its spectrum rights in Bermuda, it cannot be sure that it would prevail in a proceeding to enforce its rights or that such actions would effectively halt any unilateral action by the Regulatory Authority. Although the Company believes that the Regulatory Authority will make a decision on the matter in the near future, it cannot predict when or if these proposals will be adopted, or, if adopted, the impact that their implementation will have on the Company's Island Wireless Segment.

 

The term of the Company’s telecommunications license to operate in Aruba expired on January 15, 2014. The government of Aruba informed the Company in January 2014 that a renewed license would be issued only upon payment by the Company of a fee in the amount of approximately $4.0 million.  In addition, the government of Aruba demanded that the Company pay overdue spectrum invoices in the amount of approximately $2.0 million no later than July 31, 2014. The Company is actively contesting the assessment of these fees through judicial proceedings as it continues to operate while also seeking to resolve with the Aruba government the amount of fees, if any, to be paid in relation to a renewed license and the assessed spectrum fees.

 

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

 

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thereto, and our Annual Report on Form 10-K for the year ended December 31, 2013, in particular, the information set forth therein under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

 

Overview

 

We are a telecommunications holdings company that, through our operating subsidiaries, provides wireless and wireline telecommunications services in North America, Bermuda and the Caribbean. We are actively evaluating potential domestic and international acquisition, investment or other strategic opportunities, both within and outside of the telecommunications industry, that meet our return-on-investment and other criteria.  For a discussion of our investment strategy and risks involved, see —Potential Acquisitions, Investments and Other Strategic Opportunities” below and Part II, Item 1A, “ Risk Factors—We are actively evaluating investment, acquisition or other strategic opportunities, which may affect our long-term growth prospects. ”.

 

We offer the following principal services:

 

·                   Wireless. In the United States, we offer wholesale wireless voice and data roaming services to national, regional, local 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, Guyana, the Caribbean and smaller markets in the United States.

 

·                   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 Vermont and New York State. In addition, we offer wholesale long-distance voice services to telecommunications carriers.

 

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, 2014:

 

Services

 

Segment

 

Markets

 

Tradenames

Wireless

 

U.S. Wireless

 

United States (rural markets)

 

Commnet, 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, Essextel

 

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 our subsidiaries are eliminated in consolidation.

 

Discontinued Operations—Sale of U.S. Retail Wireless Business

 

On September 20, 2013, the Federal Communications Commission announced its approval of our previously announced proposed sale of our U.S. retail wireless business operated under the Alltel name to AT&T Mobility LLC for approximately $796.8 million in cash that included a sale price adjustment for the working capital of the business of $16.8 million (the “Alltel Sale”).  As a result of that approval, we completed the sale of certain U.S. retail wireless assets on that date.

 

The operations of the Alltel business, which were previously included in our U.S. Wireless segment, have been classified as discontinued operations in all periods presented. Unless indicated otherwise, the information in this Management’s Discussion and Analysis relates only to our continuing operations.

 

Potential Acquisitions, Investments and Other Strategic Opportunities

 

Our considerable cash position resulting, in large part, from the successful sale of our Alltel retail wireless business in September 2013 provides us with substantial financial resources to pursue domestic and international acquisition, investment and other strategic opportunities, both within and outside of the telecommunications industry.  We have invested significantly in upgrades to our wholesale wireless network to further our organic growth and continue to evaluate making additional such investments.  We also actively evaluate acquisition and investment opportunities within the telecommunications and related industries, as well as outside of these industries on a highly selective basis.  Also as part of our active management of our operating companies and investments, we may from time to time consider opportunities to divest portions of our business where we believe it to be to our strategic advantage to do so.  How and when we deploy our balance sheet capacity and any divestiture activity may engage in will figure prominently in our longer-term growth prospects and stockholder returns.

 

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, 2014, we have spent (i) $35.8 million in capital expenditures (of which $27.5 million has been funded by the federal stimulus grant) in connection with our build of ten new segments of fiber-optic, middle-mile broadband infrastructure in upstate New York and parts of Pennsylvania and Vermont; (ii) $7.6 million in capital expenditures (of which $5.3 million has been 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) $47.8 million in capital expenditures (of which $33.0 million

 

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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. 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. The New York and Navajo Stimulus projects were completed during 2013. The Vermont stimulus project will be completed during the latter half of 2014 and the Company anticipates that it will incur an additional nominal amount of capital expenditures of which none is expected to be funded by the federal stimulus grants.

 

Mobility Fund Grants

 

As part of the Federal Communications Commission’s (“FCC”) reform of 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, the FCC created the Mobility Fund and the Tribal Mobility Fund, each a one-time award meant to support wireless coverage in underserved geographic areas in the United States. In August 2013, we received FCC final approval for approximately $21.7 million of Mobility Fund support and in June 2014, we received approximately $2.4 million of Tribal Mobility Fund support to our wholesale wireless business (collectively the “Mobility Funds”) to expand voice and broadband networks in certain geographic areas in order to offer either 3G or 4G coverage. As part of the receipt of the Mobility Funds, we committed to comply with certain additional FCC construction and other requirements. A portion of these funds will be used to offset network capital costs and a portion is used to offset the costs of supporting the networks for a period of five years. In connection with our application for the Mobility Funds, we have posted approximately $10.5 million in letters of credit to the Universal Service Administrative Company (“USAC”) to secure these obligations. If we fail to comply with any of the terms and conditions upon which the Mobility Funds were granted, or if we loses eligibility for the Mobility Funds, USAC will be entitled to draw the entire amount of the letter of credit applicable to the affected project plus penalties and may disqualify us from the receipt of additional Mobility Fund support.  As of September 30, 2014, all of the letters of credit remain outstanding and no amounts have been drawn thereon.

 

We began the construction of our Mobility Funds projects during the third quarter of 2013 and their results are included in the Company’s “U.S. Wireless” segment. As of September 30, 2014, we have received approximately $7.4 million in Mobility Funds. Of these funds, $1.3 million was recorded as an offset to the cost of the property, plant, and equipment associated with these projects and, consequentially, a reduction of future depreciation expense and $6.1million was recorded as a liability to reduce future operating expenses. The balance sheet presentation is based on the timing of the expected recognition of the funds and accordingly, $2.3 million is recorded within other current liabilities while the remaining $3.8 million is recorded within other long-term liabilities.

 

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Results of Operations

 

Three Months Ended September 30, 2013 and 2014

 

 

 

Three Months Ended
September 30,

 

Amount of
Increase

 

Percent
Increase

 

 

 

2013

 

2014

 

(Decrease)

 

(Decrease)

 

 

 

(In thousands)

 

REVENUE:

 

 

 

 

 

 

 

 

 

U.S. Wireless

 

$

32,796

 

$

44,306

 

$

11,510

 

35.1

%

International Wireless

 

22,895

 

21,557

 

(1,338

)

(5.8

)

Wireline

 

21,504

 

21,531

 

27

 

0.1

 

Equipment and Other

 

2,155

 

1,999

 

(156

)

(7.2

)

Total revenue

 

79,350

 

89,393

 

10,043

 

12.7

 

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

 

 

 

 

 

 

 

 

 

Termination and access fees

 

14,112

 

16,018

 

1,906

 

13.5

 

Engineering and operations

 

9,509

 

9,788

 

279

 

2.9

 

Sales, marketing and customer services

 

4,370

 

5,489

 

1,119

 

25.6

 

Equipment expense

 

2,549

 

2,912

 

363

 

14.2

 

General and administrative

 

13,827

 

14,213

 

386

 

2.8

 

Transaction-related charges

 

2,610

 

(27

)

(2,637

)

(101.0

)

Depreciation and amortization

 

12,335

 

12,842

 

507

 

4.1

 

Total operating expenses

 

59,312

 

61,235

 

1,923

 

3.2

 

Income from operations

 

20,038

 

28,158

 

8,120

 

40.5

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

Interest income (expense), net

 

(7,141

)

(13

)

7,128

 

(99.8

)

Unrealized loss on interest rate derivative contracts

 

(5,675

)

 

5,675

 

(100.0

)

Other income (expense), net

 

(226

)

338

 

564

 

(249.6

)

Other income (expense), net

 

(13,042

)

325

 

13,367

 

(102.5

)

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

 

6,996

 

28,483

 

21,487

 

307.1

 

Income tax expense

 

2,481

 

9,569

 

7,088

 

285.7

 

INCOME FROM CONTINUING OPERATIONS

 

4,515

 

18,914

 

14,399

 

318.9

 

INCOME FROM DISCONTINUED OPERATIONS

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations, net of tax

 

(1,960

)

 

1,960

 

100.0

 

Gain on sale of discontinued operations, net of tax

 

305,197

 

 

(305,197

)

(100.0

)

Income from discontinued operations

 

303,237

 

 

(303,237

)

(100.0

)

NET INCOME

 

307,752

 

18,914

 

(288,838

)

(93.9

)

Net income attributable to non-controlling interests, net of tax:

 

 

 

 

 

 

 

 

 

Continuing operations

 

(2,945

)

(2,747

)

198

 

(6.7

)

Discontinued operations

 

116

 

 

(116

)

(100.0

)

Disposal of discontinued operations

 

(28,699

)

 

28,699

 

(100.0

)

 

 

(31,528

)

(2,747

)

28,781

 

(91.3

)

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

 

$

276,224

 

$

16,167

 

$

(260,057

)

(94.1

)%

 

U.S. Wireless revenue.   A substantial majority of U.S. wireless revenue consists of wholesale revenue. For the three months ended September 30, 2013 and 2014 wholesale revenue represented 97% and 95%, respectively, of total U.S. wireless revenue.  The remaining U.S. wireless revenue is composed of retail revenue generated by our operations in certain smaller rural markets covered by, or adjacent to, our wholesale network in the western United States. Wholesale revenue is generated by providing mobile voice or data services to the customers of other wireless carriers, the provision of network switching services and certain transport services using our wireless networks. 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 rates we are paid from our carrier customers for carrying that traffic.  The Company ended the third quarter with 716 wholesale-only base stations in service compared to 579 at the end of last year’s third quarter.  Data revenues accounted for 68% of U.S. wireless revenue for the three months ended September 30, 2014, compared to 56% in the three months ended September 30, 2013.

 

The capital investment needed to upgrade networks and expand our coverage areas to meet increasing market demands for mobile data services has typically been a substantial portion of our total capital investments.  In order to balance our customers’ need for our networks to be a cost effective solution for them, from time to time we may amend our roaming contracts to re-align traffic volumes, pricing and the contract length.

 

The most significant competitive factor we face in our 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 our markets, reducing or eliminating their need for our services in those markets.

 

Occasionally we have entered into buildout projects with existing carrier customers to help the customer accelerate the buildout of a given area.   Pursuant to these arrangements, we agree to incur the cost of building and operating a network in a newly designated area meeting specified conditions.  In exchange, the carrier agrees to license us spectrum in that area and enter into a contract with specific pricing and term.  These arrangements typically include a right, or “call option”, in favor of the carrier to purchase that portion of the network and receive back the spectrum for a predetermined price, depending on when such call option is exercised. For example, as previously disclosed, in December 2012, we sold a portion of our network to a carrier customer pursuant to a call option contained in our roaming and buildout agreement with that carrier.  This portion of network 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.

 

We currently have one buildout arrangement of approximately 100 newly built cell sites, which arrangement provides the carrier with a call option to purchase such sites exercisable beginning no earlier than 2017. At this time, we cannot predict the level of roaming traffic that will develop on this newly built network or whether the call option will be exercised.

 

 

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Our U.S. wireless revenue increased to $44.3 million for the three months ended September 30, 2014 from $32.8 million for the three months ended September 30, 2013, an increase of $11.5 million or 35.1%. The revenue growth was a result of increased data traffic volumes resulting from capacity and technology upgrades to our network, an increase in the demand for data services and an increase in the coverage areas and number of base stations used in our wholesale network operations from 579 as of September 30, 2013 to 716 as of September 30, 2014.

 

We expect to see continued growth in domestic data traffic for the remainder of 2014 and into 2015, offset by an expected significant decline in contracted wholesale data prices.  As a result, we expect to see more modest year-on-year growth in U.S. Wireless revenue for the remainder of 2014.

 

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

 

For the nine months ended September 30, 2014, International wireless revenues accounted for approximately $24% of our consolidated revenues. International wireless revenue decreased by $1.3 million, or 5.7%, to $21.6 million for the three months ended September 30, 2014 from $22.9 million for the three months ended September 30, 2013. This decrease was due to a decrease in retail revenue of $0.9 million and by a decrease in wholesale roaming revenue of $0.4 million.

 

The decrease in retail revenue was primarily the result of a decrease in subscribers in Guyana.  As a result of strong competition, our total International Wireless subscribers, which include subscribers in our Island Wireless segment as well as Guyana, decreased from 327,000 subscribers as of September 30, 2013 to 320,000 subscribers as of September 30, 2014 of which 88% were prepaid subscribers.  The decrease in wholesale roaming revenues was the result of rate reductions in certain of our Island Wireless properties which we expect will continue to decline.

 

While we have historically experienced subscriber growth in a number of our international markets, competition remains strong, and the high proportion of prepaid subscribers means that subscribers and revenue could shift relatively quickly in future periods. Additionally, wholesale roaming revenues in these markets are subject to seasonality and can fluctuate between quarters.

 

Recent regulatory developments may affect the cost and timing of deploying network upgrades in Bermuda.  In October 2014, the Bermuda Regulatory Authority issued a draft decision that, if implemented, would potentially recapture and re-assign a portion of our existing Bermuda spectrum reserved for the launch of next generation services in accordance with our plans and demands of our customers.  The loss of such spectrum could damage our competitive position and limit our ability to grow.  Although we believe that we would be entitled to compensation for any involuntary recapture and re-assignment of our spectrum rights in Bermuda, we cannot be sure that we would prevail in a proceeding to enforce our rights or that such actions would effectively halt any unilateral action by the Regulatory Authority. Although we believe that the Regulatory Authority will make a decision on the matter in the near future, we cannot predict when or if the Regulatory Authority’s proposed action will be adopted, or, if adopted, the impact that its implementation will have on our International wireless revenues.

 

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 in New England, our wholesale transport operations in New York State and our wholesale long-distance voice services to telecommunications carriers. 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 and long- distance or toll charges.

 

Wireline revenue remained relatively consistent at $21.5 million during the three months ended September 30, 2013 and 2014. Revenues from our domestic wireline businesses increased by $0.4 million as a result of higher wholesale long distance voice service revenue and increased wholesale transport operations as a result of our fiber network expansion in New York State.  This increase, however, was partially offset by a $0.4 million decline in wireline revenues in Guyana where increases in high speed data services were more than offset by decreases in local landline telephone revenue and international calls into Guyana.

 

We anticipate that wireline revenue from our international long-distance business in Guyana will be negatively impacted, principally through the loss of market share, should 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, 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 declines may be offset by increased revenue from data services to consumers and enterprises in Guyana, an increase in regulated local calling rates in Guyana, and increased 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 “Business—Guyana Regulation” in the Company’s 2013 Annual Report on Form 10-K.

 

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

 

Equipment and other revenue decreased by $0.2 million, or 9.0% to $2.0 million for the three months ended September 30, 2014, from $2.2 million for the three months ended September 30, 2013. Equipment revenue decreased primarily as the result of a $0.4 million decrease in revenue in our International Integrated Telephony and Island Wireless segments as a result of a decrease in equipment sales offset by a $0.2 million increase in our U.S Wireless segment’s retail operations as a result of an increase in subscriber additions.

 

We believe that equipment and other revenue could increase as a result of gross subscriber additions, more aggressive subsidies driving demand for devices and the continued growth in smartphone penetration.

 

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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 increased by $1.9 million, or 13.5%, from $14.1 million for the three months ended September 30, 2013 to $16.0 million for the three months ended September 30, 2014. This increase in our termination and access fees was incurred across all of our segments as a result of increased data traffic volumes but primarily within our U.S. Wireless segment which reported an increase of $1.2 million in these costs due to the expansion and upgrades to our networks.

 

Termination and access fees are expected to increase in future periods with expected growth in volume but remain fairly proportionate to their related revenue as our networks expand.

 

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 by $0.3 million, or 3.2%, from $9.5 million to $9.8 million for the three months ended September 30, 2013 and 2014, respectively. The increase in engineering and operations expenses was primarily the result of increased maintenance costs on our network and billing systems in our International Integrated Telephony segment.

 

We expect that engineering and operations expenses will increase over time due to an expected increase in our network capacity and in the geographic expansion of our networks, both of which will require additional support.

 

Sales, marketing and customer service 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 increased by $1.1 million, or 25.0%, from $4.4 million for the three months ended September 30, 2013 to $5.5 million for the three months ended September 30, 2014 primarily as the result of an increase of $0.9 million in our U.S.Wireless segment’s retail operations to support new coverage areas and its increasing revenues.

 

We expect that sales, marketing and customer service expenses will remain fairly consistent as a percentage of revenues in future periods.

 

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

 

Equipment expenses increased by $0.4 million, or 16.0%, from $2.5 million for the three months ended September 30, 2013 to $2.9 million for the three months ended September 30, 2014 primarily as a result of increased equipment sales in our U.S. Wireless segment’s retail operations.

 

We believe that equipment expenses could continue to rise, from time to time, as we may choose to raise device subsidies to attract and retain customers.

 

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. If applicable, general and administrative expenses also include internal costs associated with our performance of due-diligence on possible acquisitions.

 

General and administrative expenses increased by $0.4 million, or 2.9% from $13.8 million for the three months ended September 30, 2013 to $14.2 million for the three months ended September 30, 2014 primarily as the result of a $0.2 million increase of corporate and shared services costs to support our increased revenues, and $0.4 million in our International Integrated Telephony segment to support the implementation of a new billing system.  These increases were partially offset by a $0.2 million decrease in our other operating segments, predominately our Island Wireless segment, as a result of overhead cost reduction measures.

 

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

 

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

 

We did not incur any transaction-related charges during the three months ended September 30, 2014 and there were $2.7 million of transaction-related charges, incurred in connection with our sale of our Alltel business, for the three months ended September 30, 2013.

 

We expect that transaction-related charges will continue to be incurred from time to time as we continue to explore additional acquisition or disposition opportunities and the extent of such charges will vary from period to period.

 

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 increased by $0.5 million from $12.3 million for the three months ended September 30, 2013 to $12.8 million for the three months ended September 30, 2014.  The increase was primarily the result of a $0.4 million increase in depreciation expense in our U.S. Wireline network assets relating to our fiber network expansion in New York being placed into service during 2014.  In addition, our corporate overhead depreciation expense increased by $0.6 million due to retention of certain assets previously held by the Company’s Alltel business which were not sold to AT&T Mobility LLC in September 2013.  These increases were offset by a $0.5 million reduction in depreciation expense in the Company’s other operating segments as certain assets became fully depreciated in 2014.

 

We expect depreciation expense to increase as a result of ongoing network investments in our businesses.

 

Interest expense, net.   Interest expense, net represents interest expense and fees incurred on our outstanding credit facilities and interest rate derivatives, net of interest income earned on our cash balances.

 

Interest expense, net decreased $7.1 million from $7.1 million of expense for the three months ended September 30, 2013 to a nominal amount for the three months ended September 30, 2014.  The decrease was primarily the result of the repayment of our outstanding long-term debt in September 2013 and the termination of our interest rate derivative contracts in October 2013.  During the three months ended September 30, 2014, we had no borrowings outstanding under our credit facilities.

 

Unrealized loss on interest rate derivative contracts.  As a result of the repayment of our variable-rate debt on September 20, 2013, our interest rate derivatives were determined to be ineffective.  As a result, we recognized an unrealized loss on our interest rate derivative contracts of $5.7 million during the nine months ended September 30, 2013.  On October 2, 2013, we terminated our interest rate derivatives and paid $5.4 million, the net fair value of those derivatives, to our counterparties.

 

Other income (expense), net.   Other income (expense), net represents miscellaneous non-operational income we earned or expenses we incurred. Other income (expense), net was nominal for the three months ended September 30, 2013 and 2014.

 

Income taxes.   Our effective tax rates for the three months ended September 30, 2013 and 2014 were 35.5% and 33.6%, respectively.  Our effective tax rate declined in 2014 as the result of increased income in lower taxed jurisdictions, such as Bermuda, as compared to 2013.  Our effective tax rate in 2013 was higher than the statutory federal income tax rate of 35% (plus applicable statutory state income tax rates) due primarily to (i) the portion of our earnings that are taxed in Guyana at 45%, and (ii) a portion of our earnings that include losses generated in foreign jurisdictions for which we receive no tax benefit since these are non-tax jurisdictions.  Our consolidated tax rate will continue to be impacted by the mix of income generated among the jurisdictions in which we operate.

 

Income from discontinued operations, net of tax.   Income from discontinued operations, net of tax was $303.2 million for the three months ended September 30, 2013.  Income from discontinued operations, net of tax for the three months ended September 30, 2013 included a $2.0 million loss on the operations of our Alltel business and a $305.2 million gain on the sale of our Alltel business. We did not recognize any income from discontinued operations during the three months ended September 30, 2014.

 

Net income attributable to non-controlling interests.   Net income attributable to non-controlling interests reflected an allocation of $31.5 million and $2.7 million of income generated by our less than wholly-owned subsidiaries for the three months ended September 30, 2013 and 2014, respectively. Included within these amounts was $28.6 million related to our discontinued operations for the three months ended September 30, 2013.

 

Net income attributable to Atlantic Tele-Network, Inc. stockholders.   Net income attributable to Atlantic Tele-Network, Inc. stockholders decreased to $16.2 million for the three months ended September 30, 2014 from $276.2 million for the three months ended September 30, 2013.

 

On a per share basis, net income decreased to $1.00 per diluted share from $17.43 per diluted share for the three months ended September 30, 2014 and 2013, respectively. Included within net income per diluted share for the three months ended September 30, 2013 was $0.12 of net loss per diluted share from discontinued operations and $17.45 of net income per diluted share relating to the gain on the sale of our Alltel business.

 

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Nine Months Ended September 30, 2013 and 2014

 

 

 

Nine Months Ended
September 30,

 

Amount of
Increase

 

Percent
Increase

 

 

 

2013

 

2014

 

(Decrease)

 

(Decrease)

 

 

 

(In thousands)

 

REVENUE:

 

 

 

 

 

 

 

 

 

U.S. Wireless

 

$

80,597

 

$

110,153

 

$

29,556

 

36.7

%

International Wireless

 

66,162

 

67,127

 

965

 

1.5

 

Wireline

 

62,945

 

64,344

 

1,399

 

2.2

 

Equipment and Other

 

6,103

 

6,212

 

109

 

1.8

 

Total revenue

 

215,807

 

247,836

 

32,029

 

14.8

 

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

 

 

 

 

 

 

 

 

 

Termination and access fees

 

40,768

 

48,110

 

7,342

 

18.0

 

Engineering and operations

 

28,349

 

28,939

 

590

 

2.1

 

Sales, marketing and customer services

 

13,646

 

15,440

 

1,794

 

13.1

 

Equipment expense

 

8,050

 

8,897

 

847

 

10.5

 

General and administrative

 

38,856

 

42,343

 

3,487

 

9.0

 

Transaction-related charges

 

2,674

 

341

 

(2,333

)

(87.2

)

Depreciation and amortization

 

36,517

 

37,752

 

1,235

 

3.4

 

Gain on disposition of long lived assets

 

(1,076

)

 

1,076

 

(100.0

)

Total operating expenses

 

167,784

 

181,822

 

14,038

 

8.4

 

Income from operations

 

48,023

 

66,014

 

17,991

 

37.5

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

Interest income (expense), net

 

(12,126

)

(220

)

11,906

 

(98.2

)

Unrealized loss on interest rate derivative contracts

 

(5,675

)

 

5,675

 

(100.0

)

Other income (expense), net

 

(198

)

302

 

500