UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 29, 2014

ATLANTIC TELE-NETWORK, INC.

(Exact name of registrant as specified in its charter)

600 Cummings Center

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

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

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

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

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

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

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

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

Item 2.02                                           Results of Operations and Financial Condition.

On July 29, 2014, Atlantic Tele-Network, Inc. (the “Company”) issued a press release announcing financial results for the three and six months ended June 30, 2014.  A copy of the press release is furnished herewith as Exhibit 99.1.

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

Item 9.01                                           Financial Statements and Exhibits.

(d)                                            Exhibits

99.1                                             Press Release of the Company, dated July 29, 2014.

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SIGNATURES

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

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EXHIBIT INDEX

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Exhibit 99.1

Atlantic Tele-Network, Inc. Reports

Second Quarter and Six Month 2014 Results

Second Quarter Financial Highlights:

·                  Revenues increased 16% to $83.3 million

·                  Adjusted EBITDA was up 24% to $34.9 million

·                  Operating income reached $21.6 million, up 36%

·                  Net income attributable to ATN’s stockholders was $11.5 million, or $0.72 per diluted share

Beverly, MA (July 29, 2014) — Atlantic Tele-Network, Inc. (NASDAQ: ATNI), today reported results for the second quarter and six months ended June 30, 2014. Unless otherwise indicated, the discussion of the Company’s results is focused on its continuing operations, and comparisons are to the same period in the prior year. Results for all periods presented reflect classification of the Company’s U.S. retail wireless business operated under the “Alltel” name as discontinued operations as a result of the completion of the Company’s sale of this business to AT&T Mobility LLC on September 20, 2013.

Second Quarter 2014 Financial Results

“This marked the second consecutive quarter in which we had very strong operating performance driven by exceptional results from our U.S. wireless operations,” said Michael Prior, Chief Executive Officer.  “Our U.S. wireless unit, which is predominantly a wholesale business, achieved year-on-year revenue growth of 41% for the quarter, well exceeding our expectations.  Data volumes were higher than we expected, increasing more than 150% in this year’s first half compared to the same period last year.  This was a result of our capital spending on expansion in capacity, coverage and technologies, as well as the general growth in data volumes that the industry is experiencing.  We expect to see modest year-on-year revenue growth in our domestic wireless operations in the second half of the year, based on our traffic forecast and anticipated rate declines.  We believe this business is positioned well for opportunities to further enhance value over the longer term.

“In other areas, our international wireless business generated 3% year-on-year revenue growth due to modest wireless revenue growth. Our larger international markets were relatively flat, while some of our smaller markets continued to produce significant retail market share gains.  The wireline segment also produced modest revenue growth and we expect our domestic wireline business to continue to show improvement in future periods now that our major network fiber builds are complete.

“Second quarter profitability gains were driven by the significant revenue growth of our domestic wireless operations,” Mr. Prior added.  “The capital spending commitment made last year and continuing into 2014 to further expand and upgrade our networks has enabled us to capture growing data traffic volume, and we are pleased with the early returns that we are seeing on these investments.  Additionally, our

substantial balance sheet capacity and positive operating cash flow provide the resources to support our organic growth and act upon acquisition or other investment opportunities that have the potential to create long-term value for our shareholders.”

Second quarter revenues were $83.3 million, 16% above the $71.6 million reported for the second quarter of 2013.  Adjusted EBITDA(1) for the 2014 second quarter was $34.9 million, a 24% increase over the $28.1 million reported for the 2013 second quarter. Operating income was $21.6 million, up 36% compared to last year’s $15.9 million.  Net income from continuing operations attributable to ATN’s stockholders was $11.5 million or $0.72 per diluted share, significantly ahead of the $6.4 million or $0.40 per diluted share reported in last year’s second quarter.

Six Month 2014 Financial Results

Six month revenues were $158.4 million, 16% above the $136.5 million reported for the same period in 2013.  Adjusted EBITDA was $63.1 million, up 23% from $51.2 million in the prior year period; operating income increased 35% to $37.9 million; and net income from continuing operations attributable to ATN’s stockholders was $19.4 million, or $1.21 per diluted share, as compared with $11.2 million, or $0.71 per diluted share, in the first six months of the prior year.

Second Quarter 2014 Operating Highlights

U.S. Wireless

U.S. wireless revenues primarily consist of voice and data revenues from the Company’s wholesale roaming operations.  Total revenues from the U.S. wireless business were $37.5 million in the second quarter of 2014, an increase of 41% from the $26.6 million reported in the second quarter of 2013.  This strong revenue performance was driven by increased data traffic across the Company’s expanded domestic wireless network.  Wholesale data prices are expected to decline later in 2014, which should result in a significantly lower rate of year-on-year revenue growth in coming quarters, even as data traffic and our network reach and capacity continue to grow.  Data revenues accounted for 70% of U.S. wireless revenues in the 2014 second quarter, compared to 49% in the similar year-ago period.  The Company ended the second quarter with 654 wholesale-only base stations in service compared to 572 at the end of last year’s second quarter.

International Wireless

International wireless revenues include retail and wholesale voice and data wireless revenues from international operations in Bermuda and the Caribbean. International wireless revenues were $22.4 million, an increase of 3% over the $21.8 million reported in the second quarter of 2013, due to retail revenue growth in Guyana and in the Company’s Island Wireless segment. This growth was offset in part by lower wholesale roaming revenues in many of our Island properties resulting from anticipated rate declines. We expect wholesale revenues to continue to decline in our international markets over time, while retail revenues continue to grow.

Wireline

Wireline revenues are generated by the Company’s wireline operations in Guyana, including international telephone calls into and out of that country, by its integrated voice and data and wholesale transport operations in New England and New York State, and by its U.S. based wholesale long-distance voice services. Wireline revenues were $21.3 million, a 2% increase from the $20.9 million reported in the second quarter of 2013.  The increase was primarily a result of higher wholesale long-distance voice service revenue, as well as increased domestic wholesale transport operations.  Consistent with the trend of the past few quarters, in Guyana, increased data revenue was offset by declines in local and international voice revenue. Lower international voice revenue in Guyana coupled with increased operating expenses caused a significant year-on-year decline in Adjusted EBITDA in our International Integrated Telephony segment in the second quarter.

(1)  See Table 4 for reconciliation of Net Income to Adjusted EBITDA.

Reportable Operating Segments

The Company has four reportable segments: (i) U.S. Wireless; (ii) International Integrated Telephony, which operates in Guyana; (iii) Island Wireless, which generates its revenues and has its assets located in Bermuda and the Caribbean (including the U.S. Virgin Islands); and (iv) U.S. Wireline.  Financial data on our reportable operating segments for the three months ended June 30, 2014 and 2013 are as follows (in thousands):

For the three months ending June 30, 2014:

For the three months ending June 30, 2013:

Balance Sheet and Cash Flow Highlights

Cash and cash equivalents at June 30, 2014 were $348.8 million.  In addition, the Company holds $58.8 million of restricted cash primarily related to proceeds from the sale of Alltel which are being held in an indemnity escrow as of June 30, 2014.  Net cash provided by operating activities of continuing operations was $15.3 million for the first six months of 2014, which was impacted by $37.0 million in cash paid for income taxes, primarily related to the gain on the sale of Alltel.  Capital expenditures were $25.1 million in the first six months of 2014.  The Company expects full year 2014 capital expenditures in the range of $60.0 million to $65.0 million.

Conference Call Information

Atlantic Tele-Network will host a conference call on Wednesday, July 30, 2014 at 9:30 a.m. Eastern Time (ET) to discuss its 2014 second quarter results. The call will be hosted by Michael Prior, President and Chief Executive Officer, and Justin Benincasa, Chief Financial Officer. The dial-in numbers are US/Canada: (877) 734-4582 and International: (678) 905-9376, conference ID 76078362. A replay of the call will be available at ir.atni.com beginning at 1:00 p.m. (ET) on Wednesday, July 30, 2014.

(2)  Reconciling items are comprised of corporate general and administrative costs and transaction-related charges

About Atlantic Tele-Network

Atlantic Tele-Network, Inc. (NASDAQ:ATNI), headquartered in Beverly, Massachusetts, provides telecommunications services to rural, niche and other under-served markets and geographies in the United States, Bermuda and the Caribbean. Through our operating subsidiaries, we provide both wireless and wireline connectivity to residential and business customers, including a range of mobile wireless solutions, local exchange services and broadband internet services and are the owner and operator of terrestrial and submarine fiber optic transport systems. For more information, please visit www.atni.com.

Cautionary Language Concerning Forward Looking Statements

This press release contains forward-looking statements relating to, among other matters, our future financial performance and results of operations; the competitive environment in our key markets, demand for our services and industry trends; the outcome of regulatory matters; 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, 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 and natural catastrophes; (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 above are set forth more fully under Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 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.

Use of Non-GAAP Financial Measures

In addition to financial measures prepared in accordance with generally accepted accounting principles (GAAP), this news release also contains non-GAAP financial measures. Specifically, ATN has presented an Adjusted EBITDA measure. Adjusted EBITDA is defined as net income attributable to ATN stockholders before income from discontinued operations, gain on disposal of discontinued operations, interest, taxes, depreciation and amortization, transaction-related charges, impairment of intangible assets, gain on disposition of long-lived assets, other income or expense, and net income attributable to non-controlling interests. The Company believes that the inclusion of this non-GAAP financial measure helps investors to gain a meaningful understanding of the Company’s core operating results and enhance comparing such performance with prior periods. ATN’s management uses this non-GAAP measure, in addition to GAAP financial measures, as the basis for measuring our core operating performance and comparing such performance to that of prior periods. The non-GAAP financial measure included in this news release is not meant to be considered superior to or a substitute for results of operations prepared in accordance with GAAP. Reconciliations of the non-GAAP financial measure used in this news release to the most directly comparable GAAP financial measure is set forth in the text of, and the accompanying tables to, this press release.

Table 1

ATLANTIC TELE-NETWORK, INC.

Unaudited Condensed Consolidated Balance Sheets

(in Thousands)

Table 2

ATLANTIC TELE-NETWORK, INC.

Unaudited Condensed Consolidated Statements of Operations

(in Thousands, Except per Share Data)

a)    All previously reported amounts have been reclassified to reflect the Company’s Alltel business as a discontinued operation

Table 3

ATLANTIC TELE-NETWORK, INC.

Unaudited Condensed Consolidated Cash Flow Statement

(in Thousands)

Table 4

ATLANTIC TELE-NETWORK, INC.

Reconciliation of Non-GAAP Measures

(In Thousands)

Reconciliation of Net Income to Adjusted EBITDA for the Three Months Ended June 30, 2013 and 2014

Three Months Ended June 30, 2013

Three Months Ended June 30, 2014

Reconciliation of Net Income to Adjusted EBITDA for the Six Months Ended June 30, 2013 and 2014

Six Months Ended June 30, 2013

Six Months Ended June 30, 2014