---

 

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) March 12, 2004

 

---

 

ATLANTIC TELE-NETWORK, INC.

(Exact name of registrant as specified in its charter)

 

Delaware (State or other jurisdiction of incorporation)		0-19551 Commission File Number		47-0728886 (IRS Employer Identification No.)

 

9719 Estate Thomas Havensight

PO Box 12030

St. Thomas, U.S. Virgin Islands 00801

(Address of principal executive offices and zip code)

 

(340) 777-8000

(Registrant’s telephone number, including area code)

 

N/A

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

 

---

 

Item 7.

Financial Statements and Exhibits.

 

(c) Exhibits

 

99.1		Press release of the Company dated March 12, 2004

 

Item 9.

Regulation FD Disclosure. (Information furnished pursuant to Item 12, “Results of Operations and Financial Condition”)

 

On March 12, 2004, Atlantic Tele-Network, Inc. (the “Company”) issued a press release announcing earnings results for the quarter and year ended December 31, 2003. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

In accordance with the procedural guidance in SEC Release No. 33-8216, the information in this Form 8-K and the Exhibit attached hereto is being furnished under “Item 9. Regulation FD Disclosure” rather than under “Item 12. Results of Operations and Financial Condition.” The information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or

---

otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

SIGNATURE

 

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.

 

 

March 15, 2004

 

EXHIBIT INDEX

 

Exhibit Number		Description of Exhibit
99.1		Press release of the Company dated March 15, 2004

 

Exhibit 99.1

 

PRESS RELEASE: FOR IMMEDIATE RELEASE

 

For further information:

Company Contacts:

Cornelius B. Prior, Jr., CEO

(340) 777-8000

Michael T. Prior, CFO

(340) 715-8233

 

ATLANTIC TELE-NETWORK, INC.

REPORTS 2003 FULL YEAR EARNINGS INCREASE OF 29% AND

4^th QUARTER EARNINGS INCREASE OF 25% OVER 4^th QUARTER 2002

 

ST. THOMAS U.S. VIRGIN ISLANDS (March 12, 2004) Atlantic Tele-Network, Inc. (AMEX:ANK) today reported its operating results for the three months and year ended December 31, 2003. ATN reported net income of $3.2 million, or $0.64 per share ($0.64 diluted), for the quarter ended December 31, 2003, compared to net income of $2.6 million, or $0.51 per share ($0.50 diluted), for the quarter ended December 31, 2002, an increase of 25%. Net income for the full year totaled $12.2 million, or $2.44 per share ($2.43 diluted), compared to earnings of $9.5 million, or $1.90 per share ($1.87 diluted), for 2002, an increase of 29%.

 

For the full year 2003, telephone operating revenues rose 11% to $78.9 million, as compared to $70.8 million for 2002. Local exchange service revenues contributed nearly $6 million of this roughly $8 million increase, rising 21%. The increase in local exchange service revenues primarily reflects a 48% increase in GT&T’s cellular subscribers, which increased from 79,915 on December 31, 2002 to 118,658 on December 31, 2003. For the same periods, GT&T’s wireline subscribers (access lines) increased by 7% from 86,245 to 92,683 also contributing to the increase in revenues.

 

International long distance revenues rose 6% on greater traffic volumes but lower revenue per minute. Income from telephone operations increased to $34.5 million in 2003, as compared to $27.4 million in 2002, an increase of $7.1 million or 26%. The Company was able to improve margins significantly by holding total telephone operating expenses essentially flat, offsetting a 15% increase in general and administrative expenses and a 8% increase in telephone operating expenses with a 24% reduction in international long distance expenses due to lower average outbound termination rates.

 

Other operations, comprised of Choice Communications and Call Home Telecom in the United States Virgin Islands and Atlantic Tele-Center (ATC) in Guyana, continued to struggle in their development efforts, increasing revenues by 13%, but also increasing expenses resulting in a loss from other operations of $5.5 million, a 9% increase over 2002. Revenues and losses of other operations were adversely affected by write-downs of accounts receivable at Call Home Telecom.

 

Cellular operations in Bermuda were up 12% for the twelve months ended December 31, 2003, with equity in earnings of BDC rising to $2 million from $1.8 million in 2002. Both increases reflect subscriber growth, as well as careful attention to costs. BDC ended the year with nearly 17,800 subscribers, as compared to approximately 16,600 subscribers at the end of 2002.

 

Cornelius B. Prior, Jr., Chairman of the Board and Chief Executive Officer of Atlantic Tele-Network, Inc., said: “We are quite pleased with our overall results in 2003. Management of our GT&T subsidiary did an excellent job of keeping expenses in check while growing subscribers and lines. GT&T has publicly announced a goal of adding around 13,000 access lines in 2004, in continuation of

---

our commitment to extend the core telecommunications infrastructure to new communities in Guyana. GT&T has also begun work on adding a GSM overlay to its TDMA system to allow it to offer new services to its customers. While the fourth quarter saw a substantial increase in cellular subscribers due to seasonal promotions, we do not expect to see the same growth of our base in 2004 and we expect incoming competition, which had originally announced plans to be operational in 2003, to begin offering services some time in 2004. Choice Communications, our U.S. Virgin Islands subsidiary, continued strong growth in its wireless CATV business and we believe that the additional investments we are making to expand and improve the network will lead to improved operating performance in 2004.”

 

For the quarter ended December 31, 2003 telephone operating revenues were $21.9 million, an increase of 14% over the fourth quarter of 2002. Both international long distance revenues and local exchange service revenues posted significant increases in the quarter, with local exchange service revenues rising by $1 million or 13% over the fourth quarter of 2002 due to the aforementioned strong cellular subscriber growth and, to a lesser extent, increased access lines in service.

 

International long distance revenues increased by $1.7 million or 16% over the fourth quarter of 2002. While total minutes of use increased by 34% during the quarter, reflecting both increased cellular subscribers and lines in service, the average revenue per minute was lower due to a continued shift in the mix of traffic and the overall decline in international rates. International long distance revenues for the quarter ended December 31, 2003 includes $750,000 related to traffic generated in prior periods as GT&T received payment on settled disputes with two international carriers.

 

The Company recorded other income of $826,000 in the fourth quarter of 2003, compared to expenses of $65,000 in the fourth quarter of 2002. This increase is primarily the result of a substantial net foreign exchange gain in the quarter, but a more modest gain for the year, stemming from a decline in the US dollar value of the Guyanese dollar.

 

Atlantic Tele-Network, Inc. is a telecommunications company with headquarters in St. Thomas, U.S. Virgin Islands. Its principal subsidiary, Guyana Telephone and Telegraph Company, Limited, is 80% owned by ATN and is the national telephone service provider in the Cooperative Republic of Guyana for all local, long-distance and international service. ATN also owns 44% of Bermuda Digital Communications Ltd., doing business in Bermuda as Cellular One, 100% of Choice Communications, LLC, the largest Internet service provider in the United States Virgin Islands and the only wireless TV provider in the USVI, as well as 100% of Atlantic Tele-Center, Inc., a Web-enabled outsourcing call center in Guyana.

 

This release contains forward-looking statements within the meaning of the federal securities laws. Actual results could differ materially from these statements as a result of many factors, including matters discussed in the Company’s Form 10K annual report for the year ended December 31, 2002, and Form 10-Q quarterly reports for the quarters ended March 31, 2003, June 30, 2003 and September 30, 2003, which are on file with the Securities and Exchange Commission.

---

SCHEDULE A

 

ATLANTIC TELE-NETWORK, INC.

Statement of Operations Data

For the Three and Twelve Months Ended December 31, 2003 and 2002

(In Thousands, Except Per Share Data)

 

		Three Months Ended December 31, (Unaudited)								Twelve Months Ended December 31, (Unaudited)
		2003				2002				2003				2002
Telephone Operations:
Operating revenues:
International long-distance revenues		$	12,247			$	10,538			$	42,017			$	39,711
Local exchange service revenues			8,712				7,736				33,483				27,788
Other revenues			962				1,018				3,365				3,311
Total telephone operating revenues			21,921				19,292				78,865				70,810
Operating expenses:
International long-distance expenses			1,646				1,938				7,087				9,344
Telephone operating expenses			8,935				7,750				30,679				28,309
General and administrative expenses			1,661				1,702				6,637				5,776
Total telephone operating expenses			12,242				11,390				44,403				43,429
Income from telephone operations			9,679				7,902				34,462				27,381
Other Operations:
Revenues of other operations			860				1,170				4,422				3,908
Expenses of other operations			2,872				2,429				9,896				8,916
Loss from other operations			(2,012	)			(1,259	)			(5,474	)			(5,008	)
Other Income (expense):
Interest expense			(179	)			(173	)			(424	)			(686	)
Interest income			127				155				511				991
Equity in earnings of Bermuda Digital Communications, Ltd.			382				285				2,030				1,812
Other income (expense)			826				(65	)			631				344
Total other income (expense), net			1,156				202				2,748				2,461
Income before Income Taxes and Minority Interest			8,823				6,845				31,736				24,834
Income Taxes			4,403				3,586				16,008				12,943
Income before Minority Interest			4,420				3,259				15,728				11,891
Minority Interest			(1,227	)			(707	)			(3,484	)			(2,404	)
Net Income			3,193				2,552				12,244				9,487
Net Income Per Share:
Basic		$	0.64			$	0.51			$	2.44			$	1.90
Diluted		$	0.64			$	0.50			$	2.43			$	1.87
Weighted Average Common Shares Outstanding:
Basic			5,024				5,001				5,018				5,000
Diluted			5,024				5,071				5,033				5,071

---

SCHEDULE B

 

ATLANTIC TELE-NETWORK, INC.

Select Operations Statistics

(In Thousands, Except Access Line Data)

 

Guyana Telephone & Telegraph Co., Ltd.

 

2003

 

		As of 12/31/03			As of 9/30/03			As of 6/30/03			As of 3/31/03
Access lines (fixed)		92,683			89,693			88,138			87,057
Cellular subscriber lines		118,658			107,807			104,852			92,756
2002
		As of 12/31/02			As of 9/30/02			As of 6/30/02			As of 3/31/02
Access lines (fixed)		86,245			83,791			82,043			81,386
Cellular subscriber lines		79,915			67,931			57,048			51,244
International Long-Distance Traffic:   2003
		For the Three Months Ended												Twelve Months Ended 12/31/03
		12/31/03			9/30/03			6/30/03			3/31/03
International Minutes of Traffic:
Inbound		36,596			29,761			29,820			28,164			124,341
Outbound		6,863			6,848			6,331			5,602			25,644
Total international Minutes		43,459			36,609			36,151			33,766			149,985
International Minutes of Traffic Mix:
Inbound		84.2	%		81.3	%		82.5	%		83.4	%		82.9	%
Outbound		15.8	%		18.7	%		17.5	%		16.6	%		17.1	%
Total International Minutes		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
2002
		For the Three Months Ended												Twelve Months Ended 12/31/02
		12/31/02			9/30/02			6/30/02			3/31/02
International Minutes of Traffic:
Inbound		27,680			26,752			25,475			20,322			100,229
Outbound		4,748			4,975			4,644			4,484			18,851
Total international Minutes		32,428			31,727			30,120			24,807			119,080
International Minutes of Traffic Mix:
Inbound		85.4	%		84.3	%		84.6	%		81.9	%		84.2	%
Outbound		14.6	%		15.7	%		15.4	%		18.1	%		15.8	%
Total International Minutes		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%