Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Form 10-Q

 

 

 

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

 

For the quarterly period ended September 30, 20172018

 

OR

 

 

 

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

 


 

ATN INTERNATIONAL, 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)

 

500 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  ☒  No  ☐

 

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  ☒  No  ☐

 

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

 

 

 

 

Large accelerated filer ☒

 

Accelerated filer ☐

 

 

 

Non-accelerated filer ☐

 

Smaller reporting company ☐

(Do not check if a smaller reporting company)

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

As of November 9, 2017,2018, the registrant had outstanding 16,016,15,965,472566shares of its common stock ($.01 par value).

 

 

 

1


 

Table of Contents

ATN INTERNATIONAL, INC.

FORM 10-Q

 

Quarter Ended September 30, 20172018

 

 

 

 

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 September 30, 20172018 and December 31, 20162017  

4

 

 

 

 

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 20172018 and 20162017

5

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 20172018 and 20162017

6

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 20172018 and 20162017

7

 

 

 

 

Notes to Unaudited Condensed Consolidated Financial Statements

8

 

 

 

Item 2 

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

32-6232-60

 

 

 

Item 3 

Quantitative and Qualitative Disclosures About Market Risk

6261

 

 

 

Item 4 

Controls and Procedures

6261

 

 

 

PART II—OTHER INFORMATION 

6361

 

 

 

Item 1 

Legal Proceedings

6361

 

 

 

Item1A 

Risk Factors

6362

 

 

 

Item 2 

Unregistered Sales of Equity Securities and Use of Proceeds

63

 

 

Item 6 

Exhibits

64

 

 

 

SIGNATURES 

65

 

 

 

CERTIFICATIONS

 

 

 

2


 

Table of Contents

Cautionary Statement Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q (or the “Report”) contains forward-looking statements relating to, among other matters, our future financial performance and results of operations; the estimated timeline for restorationthe rebuilding of our   operations and revenues from our customers in the U.S. Virgin Islands operations;following the hurricanes; our estimates of total losses due to Hurricanes Irmathe hurricanes and Maria;our estimated costs of restoring hurricane-damaged services; the competitive environment in our key markets, demand for our services and industry trends; the pace of expansion and improvement of our telecommunications network and renewable energy operations including our level of estimated future capital expenditures and our realization of the benefits of these investments; the anticipated timing of our build schedule and the commencement of energy production of our India renewable energy projects; expectations regarding our revenue, expenses and financial performance; the impact of new accounting pronouncements; our satisfaction of performance obligations; the impact of litigation; the sufficiency of our cash and our expectations regarding capital expenditures 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) our ability to conduct and complete a full assessment of damage in the U.S. Virgin Islands; (2) our ability to restore our networks and services to our customers in the U.S. Virgin Islands in an efficient and timely manner; (3)manner and to obtain governmental or other support necessary to fully restore services in the U.S. Virgin Islands; (2) our ability to operatereceive financial support from the government for our newly acquired businessesrebuild in Bermuda and the U.S. Virgin Islands and both integrate these operations intothe timing of such support (3) our existing operations andability to execute planned network expansions and upgrades;upgrades in our various markets; (4) the general performance of our operations, including operating margins, revenues, capital expenditures, and the future growth and retention of our major customers and subscriber base and consumer demand for solar power; (5) government regulation of our businesses, which may impact our FCCFederal Communications Commission (“FCC”) and other telecommunications licenses or our renewables business; (6) economic, political and other risks facing our operations; (7) our ability to maintain favorable roaming arrangements;arrangements and satisfy the needs and demands of our major wireless customers; (8) our ability to efficiently and cost-effectively upgrade our networks and IT platforms to address  rapid and significant technological changes in the telecommunications industry; (9) the loss of or an inability to recruit skilled personnel in our various jurisdictions, including key members of management; (10) our ability to find investment or acquisition or disposition opportunities that fit ourthe strategic goals forof the Company; (11) increased competition; (12) our ability to expand our renewable energy business; (13) our reliance on a limited number of key suppliers and vendors for timely supply of equipment and services relating to our network infrastructure; (14) the adequacy and expansion capabilities of our network capacity and customer service system to support our customer growth; (15) the occurrence of weather events and natural catastrophes; (16) our continued access to capital and credit markets; (17) the risk of currency fluctuation for those markets in which we operateoperate; and (18) 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, 2016,2017, filed with the SEC on March 1, 20172018 as may be updated by our Quarterly Reports on Form 10-Q and the other reports we file from time to time with the SEC.  TheExcept as required by law, the Company undertakes no obligation and has no intention 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 ATN International, 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


 

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

ATN INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

 

September 30, 

 

December 31, 

 

 

    

2017

    

2016

    

    

2018

    

2017

    

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

224,597

 

$

269,721

 

 

$

161,112

 

$

207,956

 

 

Restricted cash

 

 

833

 

 

524

 

 

 

1,071

 

 

833

 

 

Short-term investments

 

 

7,857

 

 

9,237

 

 

 

314

 

 

7,076

 

 

Accounts receivable, net of allowances of $16.1 million and $13.1 million, respectively

 

 

48,829

 

 

45,419

 

Materials and supplies

 

 

14,809

 

 

14,365

 

Accounts receivable, net of allowances of $15.3 million and $15.0 million, respectively

 

 

44,094

 

 

43,529

 

 

Inventory, materials and supplies

 

 

7,990

 

 

15,398

 

 

Prepayments and other current assets

 

 

37,813

 

 

28,103

 

 

 

37,239

 

 

68,136

 

 

Assets held for sale

 

 

97,477

 

 

 —

 

 

Total current assets

 

 

334,738

 

 

367,369

 

 

 

349,297

 

 

342,928

 

 

Fixed Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

1,130,117

 

 

1,138,362

 

 

 

1,157,566

 

 

1,169,806

 

 

Less accumulated depreciation

 

 

(505,522)

 

 

(490,650)

 

 

 

(543,139)

 

 

(526,660)

 

 

Net fixed assets

 

 

624,595

 

 

647,712

 

 

 

614,427

 

 

643,146

 

 

Telecommunication licenses, net

 

 

95,952

 

 

48,291

 

 

 

95,952

 

 

95,952

 

 

Goodwill

 

 

63,969

 

 

62,873

 

 

 

63,970

 

 

63,970

 

 

Customer relationships, net

 

 

12,310

 

 

15,029

 

 

 

9,863

 

 

11,734

 

 

Restricted cash

 

 

16,206

 

 

18,113

 

 

 

11,768

 

 

11,101

 

 

Other assets

 

 

36,248

 

 

38,831

 

 

 

38,773

 

 

36,774

 

 

Total assets

 

$

1,184,018

 

$

1,198,218

 

 

$

1,184,050

 

$

1,205,605

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

13,944

 

$

12,440

 

 

$

4,688

 

$

10,919

 

 

Accounts payable and accrued liabilities

 

 

129,016

 

 

92,708

 

 

 

96,387

 

 

116,133

 

 

Dividends payable

 

 

3,110

 

 

5,487

 

 

 

2,713

 

 

2,724

 

 

Accrued taxes

 

 

9,370

 

 

13,531

 

 

 

12,789

 

 

6,751

 

 

Advance payments and deposits

 

 

18,161

 

 

25,529

 

 

 

18,076

 

 

25,178

 

 

Other current liabilities

 

 

76

 

 

410

 

Liabilities held for sale

 

 

80,673

 

 

 —

 

 

Total current liabilities

 

 

173,677

 

 

150,105

 

 

 

215,326

 

 

161,705

 

 

Deferred income taxes

 

 

45,655

 

 

46,622

 

 

 

7,614

 

 

31,732

 

 

Other liabilities

 

 

32,245

 

 

47,939

 

 

 

44,880

 

 

37,072

 

 

Long-term debt, excluding current portion

 

 

145,707

 

 

144,383

 

 

 

87,183

 

 

144,873

 

 

Total liabilities

 

 

397,284

 

 

389,049

 

 

 

355,003

 

 

375,382

 

 

Commitments and contingencies (Note 12)

 

 

 

 

 

 

 

Commitments and contingencies (Note 13)

 

 

 

 

 

 

 

 

ATN International, 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; 17,093,351 and 16,971,634 shares issued, respectively, and 16,016,860 and 16,138,983 shares outstanding respectively

 

 

169

 

 

169

 

Treasury stock, at cost; 1,076,491 and 832,652 shares, respectively

 

 

(36,095)

 

 

(23,127)

 

Common stock, $0.01 par value per share; 50,000,000 shares authorized; 17,130,894 and 17,102,530 shares issued, respectively, 15,958,952 and 16,025,745 shares outstanding respectively

 

 

170

 

 

170

 

 

Treasury stock, at cost; 1,171,942 and 1,076,785 shares, respectively

 

 

(40,285)

 

 

(36,110)

 

 

Additional paid-in capital

 

 

166,326

 

 

160,176

 

 

 

174,914

 

 

167,973

 

 

Retained earnings

 

 

512,175

 

 

538,109

 

 

 

565,180

 

 

552,948

 

 

Accumulated other comprehensive income

 

 

2,053

 

 

1,728

 

 

 

(2,324)

 

 

3,746

 

 

Total ATN International, Inc. stockholders’ equity

 

 

644,628

 

 

677,055

 

 

 

697,655

 

 

688,727

 

 

Non-controlling interests

 

 

142,106

 

 

132,114

 

 

 

131,392

 

 

141,496

 

 

Total equity

 

 

786,734

 

 

809,169

 

 

 

829,047

 

 

830,223

 

 

Total liabilities and equity

 

$

1,184,018

 

$

1,198,218

 

 

$

1,184,050

 

$

1,205,605

 

 

 

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

4


 

Table of Contents

ATN INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 20172018 AND 20162017

(Unaudited)

(In thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended  September 30, 

 

Nine months ended September 30, 

 

 

Three months ended  September 30, 

 

Nine months ended September 30, 

 

    

2017

    

2016

    

2017

    

2016

 

    

2018

    

2017

    

2018

    

2017

 

REVENUE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless

 

$

57,254

 

$

61,151

 

$

167,945

 

$

177,300

 

 

$

52,003

 

$

60,305

 

$

153,046

 

$

175,777

 

Wireline

 

 

56,309

 

 

66,129

 

 

181,568

 

 

122,190

 

 

 

63,717

 

 

56,817

 

 

173,083

 

 

182,777

 

Renewable energy

 

 

4,974

 

 

5,784

 

 

14,765

 

 

16,935

 

 

 

5,418

 

 

5,010

 

 

17,272

 

 

14,938

 

Equipment and other

 

 

3,595

 

 

5,731

 

 

9,214

 

 

12,046

 

Total revenue

 

 

122,132

 

 

138,795

 

 

373,492

 

 

328,471

 

 

 

121,138

 

 

122,132

 

 

343,401

 

 

373,492

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Termination and access fees

 

 

27,387

 

 

34,359

 

 

85,758

 

 

77,872

 

 

 

29,866

 

 

30,554

 

 

84,037

 

 

94,478

 

Engineering and operations

 

 

18,852

 

 

19,372

 

 

57,881

 

 

40,621

 

 

 

18,177

 

 

18,852

 

 

54,738

 

 

57,881

 

Sales, marketing and customer service

 

 

8,440

 

 

8,377

 

 

26,176

 

 

21,814

 

 

 

8,995

 

 

8,440

 

 

25,969

 

 

26,176

 

Equipment expense

 

 

3,167

 

 

3,390

 

 

8,720

 

 

10,751

 

General and administrative

 

 

26,620

 

 

26,854

 

 

76,969

 

 

62,525

 

 

 

25,210

 

 

26,660

 

 

77,470

 

 

77,089

 

Transaction-related charges

 

 

61

 

 

2,091

 

 

887

 

 

16,156

 

 

 

178

 

 

61

 

 

642

 

 

887

 

Restructuring charges

 

 

 —

 

 

 —

 

 

 —

 

 

1,785

 

Depreciation and amortization

 

 

21,157

 

 

21,866

 

 

65,904

 

 

52,913

 

 

 

21,384

 

 

21,157

 

 

64,602

 

 

65,904

 

Impairment of long-lived assets

 

 

 —

 

 

349

 

 

 —

 

 

11,425

 

Bargain purchase gain

 

 

 —

 

 

 —

 

 

 —

 

 

(7,304)

 

(Gain) loss on disposition of long-lived assets

 

 

(593)

 

 

56

 

 

513

 

 

27

 

 

 

(13,496)

 

 

(593)

 

 

(15,509)

 

 

513

 

Loss on damaged assets and other hurricane related charges

 

 

36,566

 

 

 —

 

 

36,566

 

 

 —

 

Loss on damaged assets and other hurricane related charges, net of insurance recovery

 

 

 -

 

 

36,566

 

 

666

 

 

36,566

 

Total operating expenses

 

 

141,657

 

 

116,714

 

 

359,374

 

 

288,585

 

 

 

90,314

 

 

141,697

 

 

292,615

 

 

359,494

 

Income from operations

 

 

(19,525)

 

 

22,081

 

 

14,118

 

 

39,886

 

Income (loss) from operations

 

 

30,824

 

 

(19,565)

 

 

50,786

 

 

13,998

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

453

 

 

236

 

 

1,087

 

 

929

 

 

 

568

 

453

 

 

1,420

 

 

1087

 

Interest expense

 

 

(2,098)

 

 

(1,787)

 

 

(6,567)

 

 

(3,674)

 

 

 

(2,229)

 

 

(2,098)

 

 

(6,759)

 

 

(6,567)

 

Loss on deconsolidation of subsidiary

 

 

 —

 

 

 —

 

 

(529)

 

 

 —

 

 

 

 —

 

 

 —

 

 

 —

 

 

(529)

 

Other income (expense)

 

 

(690)

 

 

766

 

 

(1,751)

 

 

643

 

Other expenses

 

 

(1,244)

 

 

(650)

 

 

(3,042)

 

 

(1,631)

 

Other expense, net

 

 

(2,335)

 

 

(785)

 

 

(7,760)

 

 

(2,102)

 

 

 

(2,905)

 

 

(2,295)

 

 

(8,381)

 

 

(7,640)

 

INCOME BEFORE INCOME TAXES

 

 

(21,860)

 

 

21,296

 

 

6,358

 

 

37,784

 

Income taxes

 

 

(884)

 

 

9,602

 

 

4,839

 

 

17,178

 

INCOME (LOSS) BEFORE INCOME TAXES

 

 

27,919

 

 

(21,860)

 

 

42,405

 

 

6,358

 

Income tax provisions (benefit)

 

 

7,010

 

 

(884)

 

 

13,018

 

 

4,839

 

NET INCOME (LOSS)

 

 

(20,976)

 

 

11,694

 

 

1,519

 

 

20,606

 

 

 

20,909

 

 

(20,976)

 

 

29,387

 

 

1,519

 

Net income attributable to non-controlling interests, net of tax expense of $0.3 million, $0.6 million, $0.7 million, and $1.0 million, respectively.

 

 

(3,784)

 

 

(4,523)

 

 

(13,535)

 

 

(10,400)

 

Net income attributable to non-controlling interests, net of tax expense of $0.5 million, $0.3 million, $1.1 million, and $0.7 million, respectively.

 

 

(3,887)

 

 

(3,784)

 

 

(10,705)

 

 

(13,535)

 

NET INCOME (LOSS) ATTRIBUTABLE TO ATN INTERNATIONAL, INC. STOCKHOLDERS

 

$

(24,760)

 

$

7,171

 

$

(12,016)

 

$

10,206

 

 

$

17,022

 

$

(24,760)

 

$

18,682

 

$

(12,016)

 

NET INCOME (LOSS) PER WEIGHTED AVERAGE SHARE ATTRIBUTABLE TO ATN INTERNATIONAL, INC. STOCKHOLDERS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(1.53)

 

$

0.44

 

$

(0.74)

 

$

0.63

 

 

$

1.07

 

$

(1.53)

 

$

1.17

 

$

(0.74)

 

Diluted

 

$

(1.53)

 

$

0.44

 

 

(0.74)

 

 

0.63

 

 

$

1.06

 

$

(1.53)

 

$

1.16

 

$

(0.74)

 

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

16,178

 

 

16,148

 

 

16,177

 

 

16,128

 

 

 

15,958

 

 

16,178

 

 

15,987

 

 

16,177

 

Diluted

 

 

16,178

 

 

16,241

 

 

16,177

 

 

16,228

 

 

 

16,021

 

 

16,178

 

 

16,042

 

 

16,177

 

DIVIDENDS PER SHARE APPLICABLE TO COMMON STOCK

 

$

0.17

 

$

0.34

 

$

0.85

 

$

0.98

 

 

$

0.17

 

$

0.17

 

$

0.51

 

$

0.85

 

 

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

 

 

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ATN INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017 AND 2016

(Unaudited)

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended
September 30, 

 

Nine Months Ended
September 30, 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

2017

    

2016

 

2017

    

2016

 

2018

    

2017

 

2018

    

2017

Net income (loss)

$

(20,976)

 

$

11,694

 

$

1,519

 

$

20,606

 

$

20,909

 

$

(20,976)

 

$

29,387

 

$

1,519

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

(1,311)

 

 

(164)

 

 

921

 

 

(200)

 

 

(2,510)

 

 

(1,311)

 

 

(6,093)

 

 

921

Reclassifications of gains on sale of marketable securities to net income

 

 —

 

 

 —

 

 

(1,044)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(1,044)

Unrealized gain (loss) on securities

 

67

 

 

 —

 

 

(65)

 

 

 —

 

 

45

 

 

67

 

 

226

 

 

(65)

Projected pension benefit obligation

 

 —

 

 

 —

 

 

513

 

 

 —

Projected pension benefit obligation, net of tax of $0.0 million, $0.0 million, $0.0 million, and $0.4 million, respectively

 

 

 —

 

 

 —

 

 

 —

 

 

513

Other comprehensive income (loss), net of tax

 

(1,244)

 

 

(164)

 

 

325

 

 

(200)

 

 

(2,465)

 

 

(1,244)

 

 

(5,867)

 

 

325

Comprehensive income (loss)

 

(22,220)

 

 

11,530

 

 

1,844

 

 

20,406

 

 

18,444

 

 

(22,220)

 

 

23,520

 

 

1,844

Less: Comprehensive income attributable to non-controlling interests

 

(3,784)

 

 

(4,523)

 

 

(13,535)

 

 

(10,400)

 

 

(3,887)

 

 

(3,784)

 

 

(10,705)

 

 

(13,535)

Comprehensive income (loss) attributable to ATN International, Inc.

$

(26,004)

 

$

7,007

 

$

(11,691)

 

$

10,006

 

$

14,557

 

$

(26,004)

 

$

12,815

 

$

(11,691)

 

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

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ATN INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER, 30 20172018 AND 20162017

(Unaudited)

(In thousands)

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 

Nine Months Ended September 30,

2017

    

2016

2018

    

2017

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net income

$

1,519

 

$

20,606

$

29,387

 

$

1,519

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

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

65,904

 

 

52,913

 

64,602

 

 

65,904

Provision for doubtful accounts

 

3,041

 

 

1,058

 

4,199

 

 

3,041

Amortization and write off of debt discount and debt issuance costs

 

458

 

 

372

 

591

 

 

458

Stock-based compensation

 

5,437

 

 

5,032

 

5,071

 

 

5,437

Unrealized loss on foreign currency

 

1,951

 

 

 —

Deferred income taxes

 

1,456

 

 

(8,775)

 

(3,062)

 

 

1,456

Loss in equity method investments

 

2,033

 

 

 —

Bargain purchase gain

 

 —

 

 

(7,304)

Loss on disposition of long-lived assets

 

513

 

 

27

Loss on damaged assets from hurricanes

 

35,213

 

 

 —

Loss on equity method investments

 

 —

 

 

2,033

Loss on damaged assets from Hurricanes

 

 —

 

 

35,213

(Gain) Loss on disposition of long-lived assets

 

(15,509)

 

 

513

Gain on sale of investments

 

(1,055)

 

 

 —

 

 —

 

 

(1,055)

Impairment of long-lived assets

 

 —

 

 

11,425

Loss on deconsolidation of subsidiary

 

529

 

 

 —

 

 —

 

 

529

Other non-cash activity

 

512

 

 

 —

 

246

 

 

512

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

 

 

 

 

 

 

 

 

 

Accounts receivable

 

(8,456)

 

 

(2,234)

 

(7,257)

 

 

(8,456)

Materials and supplies, prepayments, and other current assets

 

(1,875)

 

 

(9,471)

 

(715)

 

 

(1,875)

Prepaid income taxes

 

995

 

 

 —

 

3,147

 

 

995

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

 

13,642

 

 

(2,854)

 

6,926

 

 

13,642

Accrued taxes

 

(8,966)

 

 

21,886

 

7,410

 

 

(8,966)

Other assets

 

3,794

 

 

(2,169)

 

139

 

 

3,794

Other liabilities

 

7,294

 

 

11,593

 

888

 

 

7,294

Net cash provided by operating activities

 

121,988

 

 

92,105

 

98,014

 

 

121,988

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Capital expenditures

 

(108,276)

 

 

(78,455)

 

(75,375)

 

 

(108,276)

Strategic investments

 

(18,107)

 

 

(2,000)

Divestiture of businesses, net of transferred cash of $2.1 million

 

22,381

 

 

 —

Acquisition of businesses, net of acquired cash of $0 and $12.6 million

 

(2,363)

 

 

(145,454)

Hurricane rebuild capital expenditures

 

(78,903)

 

 

 —

Hurricane insurance proceeds

 

34,606

 

 

 —

Receipt of government grants

 

5,400

 

 

 —

Purchase of strategic investments

 

(3,000)

 

 

(18,107)

Divestiture of businesses, net of transferred cash of $0.0 million and $2.1 million, respectively

 

926

 

 

22,381

Acquisition of businesses, net of acquired cash of $0.0 million

 

 —

 

 

(1,183)

Purchases of spectrum licenses and other intangible assets, including deposits

 

(36,832)

 

 

(10,860)

 

 —

 

 

(36,832)

Acquisition of non-controlling interest in subsidiary

 

 —

 

 

(7,045)

Purchase of short-term investments

 

 —

 

 

(7,422)

Proceeds from sale of investments

 

2,761

 

 

 —

 

6,564

 

 

2,761

Change in restricted cash

 

1,598

 

 

(28,287)

Proceeds from disposition of long-lived assets

 

 —

 

 

1,424

Proceeds from sale of assets

 

4,130

 

 

 —

Net cash used in investing activities

 

(138,838)

 

 

(278,099)

 

(105,652)

 

 

(139,256)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Dividends paid on common stock

 

(16,502)

 

 

(15,469)

 

(8,153)

 

 

(16,502)

Proceeds from new borrowings

 

8,571

 

 

60,000

 

 —

 

 

8,571

Distribution to non-controlling interests

 

(3,583)

 

 

(7,667)

 

(15,271)

 

 

(3,583)

Payment of debt issuance costs

 

(326)

 

 

(494)

 

 —

 

 

(326)

Proceeds from stock option exercises

 

933

 

 

612

 

72

 

 

931

Principal repayments of term loan

 

(5,447)

 

 

(7,982)

 

(5,723)

 

 

(5,446)

Purchase of common stock

 

(11,139)

 

 

(3,997)

Repurchase of common stock

 

(3,677)

 

 

(11,139)

Acquisition of businesses, net of acquired cash of $0.0 million

 

 —

 

 

(1,178)

Repurchases of non-controlling interests

 

(1,103)

 

 

(767)

 

(5,196)

 

 

(1,104)

Investments made by minority shareholders in consolidated affiliates

 

122

 

 

22,409

 

 —

 

 

122

Net cash (used in) provided by financing activities

 

(28,474)

 

 

46,645

Net cash used in provided by financing activities

 

(37,948)

 

 

(29,654)

Effect of foreign currency exchange rates on cash and cash equivalents

 

200

 

 

(263)

 

(353)

 

 

200

Net change in cash and cash equivalents

 

(45,124)

 

 

(139,612)

Cash and cash equivalents, beginning of period

 

269,721

 

 

392,045

Cash and cash equivalents, end of period

$

224,597

 

$

252,433

Supplemental cash flow information:

 

 

 

 

Net change in cash, cash equivalents, and restricted cash

 

(45,939)

 

 

(46,722)

Total cash, cash equivalents, and restricted cash, beginning of period

 

219,890

 

 

288,358

Total cash, cash equivalents, and restricted cash, end of period

$

173,951

 

$

241,636

Noncash investing activity:

 

 

 

 

 

 

 

 

 

Transfer from inventory, materials and supplies to property, plant and equipment

$

6,708

 

$

 —

Purchases of property, plant and equipment included in accounts payable and accrued expenses

$

15,668

 

$

10,632

$

13,202

 

$

15,668

 

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

 

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ATN INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1.ORGANIZATION AND BUSINESS OPERATIONS

 

The Company is a holding company that, through its operating subsidiaries, (i) provides wireless and wireline telecommunications services in North America, Bermuda and the Caribbean, (ii) develops, owns and operates commercial distributed generation solar power systems in the United States and India, and (iii) owns and operates terrestrial and submarine fiber optic transport systems in the United States and in the Caribbean. The Company was incorporated in Delaware in 1987 and began trading publicly in 1991. Since that time, the Company has engaged in strategic acquisitions and investments to grow its operations. The Company actively evaluates additional domestic and international acquisition, divestiture, and investment opportunities and other strategic transactions in the telecommunications, energy-related and other industries that meet its return-on-investment and other acquisition criteria.

 

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 United States. The Company also offers wireless voice and data services to retail and wholesale customers in Bermuda, Guyana, the U.S. Virgin Islands, and the United States.

 

·

Wireline.  The Company’s wireline services include local telephone and data services in Bermuda, the Cayman Islands, Guyana, the U.S. Virgin Islands, and the United States.  The Company’s wireline services also include video services in Bermuda, the Cayman Islands, and the U.SU.S. Virgin Islands.  In addition, theThe Company offers wholesale long‑distance voice services to telecommunications carriers.  Through March 8, 2017, the Company also offered facilities‑based integrated voice and data communications services and wholesale transport services to enterprise and residential customers in New England, primarily Vermont, and in New York State.

·

Renewable Energy.   In the United States, the Company providesprovided distributed generation solar power to corporate and municipal customers.customers through November 6, 2018. The Company also owns and develops projects in India providing distributed generation solar power to corporate customers.  

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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, 2017:2018:

 

 

 

 

 

 

 

 

 

Segment

   

Services

   

Markets

   

Tradenames

 

U.S. Telecom

 

Wireless

 

United States (rural markets)

 

Commnet, Choice, Choice NTUA Wireless, WestNet, Geoverse

 

 

 

Wireline

 

United States

 

Essextel, Deploycom

 

International Telecom

 

Wireline

 

Bermuda, Guyana, U.S. Virgin Islands, Cayman Islands

 

One, (formerly Logic in Bermuda), GTT+, Viya, (formerly Innovative), Logic, Fireminds

 

 

 

Wireless

 

Bermuda, Guyana, U.S. Virgin Islands

 

One, (formerly CellOne), GTT+, Viya (formerly Innovative and Choice)

 

 

 

Video Services

 

Bermuda, U.S. Virgin Islands, Cayman Islands

 

One, (formerly Bermuda CableVision), Viya, (formerly Innovative), Logic

 

Renewable Energy

 

Solar

 

United States (Massachusetts, California, and New Jersey), India

 

Ahana Renewables, Vibrant Energy

 

8


On November 6, 2018, the Company completed the sale of its renewable energy business in the United States to CleanCapital Holdco 4, LLC. 

 

The Company actively evaluates potential acquisitions, investment opportunities and 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.

 

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 Annual Report on Form 10-K for the year ended December 31, 2016,2017, filed with the SEC on March 1, 2017.2018.

 

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

 

Certain reclassifications have been made in the prior period financial statements to conform the Company’s consolidated income statements to how management analyzes its operations in the current period.  The changes did not impact operating income.  For the three months ended September 30, 2016 the aggregate impact of the changes included

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a decrease to termination and access fees of $2.4  million, an increase to engineering and operations expenses of $3.1 million, a decrease to sales and marketing expenses of $0.6  million, an increase in equipment expense of $0.3  million, and a decrease to general and administrative expenses of $0.4  million. For the nine months ended September 30, 2016 the aggregate impact of the changes included a decrease to termination and access fees of $2.8 million, an increase to engineering and operations expenses of $4.4 million, a decrease to sales and marketing expenses of $0.6 million, an increase in equipment expense of $0.4  million, and a decrease to general and administrative expenses of $1.4 million.

The Company’s effective tax rate for the three months ended September 30, 2017 and 2016 was 4.0% and 45.1%, respectively.  When a company operates in a jurisdiction that generates ordinary losses but does not expect to realize them, ASC 740-270-30-36(a) requires the exclusion of the respective jurisdiction from the overall annual effective tax rate (“AETR”) calculation and instead, a separate AETR should be computed.  The effective tax rate for the three months ended September 30, 2017 was primarily impacted by the following items: (i) the exclusion of losses in jurisdictions where the Company cannot benefit from those losses as required by ASC 740-270-30-36(a), primarily in the U.S. Virgin Islands, (ii) a $3.4 million benefit for the net capital loss due to the stock sales of our businesses in New England, New York and St. Maarten, (iii) a $3.4 million amended return refund claim filed for tax year 2013 recognized discretely, (iv) a $228 thousand increase (net) in unrecognized tax benefits recognized discretely, (v) a $536 thousand benefit (net) to record a return to accrual adjustment recognized discretely and, (vi) the mix of income generated among the jurisdictions in which it operates.  The effective tax rate for the three months ended September 30, 2016 was impacted by the following items: (i) certain transactional charges incurred in connection with the Company’s acquisitions that had no tax benefit, (ii) the mix of income generated among the jurisdictions in which we operate, and (iii) $1.6 million provision (net) to record multiple discrete items. The Company’s effective tax rate is based upon estimated income before provision for income taxes for the year, composition of the income in different countries, and adjustments, if any, in the applicable quarterly periods for potential tax consequences, benefits and/or resolutions of tax contingencies. The Company’s consolidated tax rate will continue to be impacted by the mix of income generated among the jurisdictions in which it operates.  The Company’s effective tax rate for the nine months ended September 30, 2017 and 2016 was 76.1% and 45.5%, respectively.  The effective tax rate for the nine months ended September 30, 2017 was primarily impacted by the following items: (i) the exclusion of losses in jurisdictions where the Company cannot benefit from those losses as required by ASC 740-270-30-36(a), primarily in the U.S. Virgin Islands, (ii) a $3.4 million benefit for the net capital loss due to the stock sales of its businesses in New England, New York and St. Maarten, (iii) a $3.4 million amended return refund claim filed for tax year 2013 recognized discretely in the third quarter, (iv) a $683 thousand increase (net) in unrecognized tax benefits related to current year and prior year positions recognized discretely in respective quarters, (v) a $367 thousand benefit (net) to record  return to accrual adjustments recognized discretely in the respective quarter and, (vi) the mix of income generated among the jurisdictions in which it operates.  The effective tax rate for the nine months ended September 30, 2016 was impacted by the following items: (i) certain transactional charges incurred in connection with the Company’s acquisitions that had no tax benefit, (ii) an impairment charge to write down the value of assets related to the Company’s wireline business, (iii) the mix of income generated among the jurisdictions in which we operate, and (iv) $2.2 million provision (net) to record multiple discrete items. The Company’s effective tax rate is based upon estimated income before provision for income taxes for the year, composition of the income in different countries, and adjustments, if any, in the applicable quarterly periods for potential tax consequences, benefits and/or resolutions of tax contingencies. The Company’s consolidated tax rate will continue to be impacted by the mix of income generated among the jurisdictions in which it operates.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASUAccounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), and subsequently issued related updates, (collectively known as ASC 606), which provides 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 may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. The FASB has since modified the standard with several ASU’s which must beCompany adopted concurrently. The Company’s evaluation currently identifies the impacted areas to include, but not be limited to, the following:  

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·

The timing of revenue recognition and the allocation of revenue between equipment and services.  The reallocation and timing impacts generally arise when bundle discounts are provided in a contract arrangement that includes equipment and service performance obligations.  In these cases, the revenue will be allocated according to the relative stand-alone selling prices of the performance obligations included in the bundle and this may be different that how the products and services are billed to the customer and recognized under current guidance.  The Company also notes that a large majority of its products and services are sold to customers at stand-alone selling prices and bundle discounts are limited to certain geographic markets and services.   

·

Contract cost assets will be established to defer incremental contract acquisition costs.  These costs generally relate to commissions paid to sales associates.  The Company expects to utilize the practical expedient which allows expensing of contract acquisition costs when the expected amortization period is one year or less.

·

The new standard will require certain amounts be recorded as contract assets and liabilities on the balance sheet as well as enhanced disclosures around performance obligations.

·

Overall, with the exception of the impacts mentioned above, we do not expect the standard will result in a substantive change to the method or allocation of revenues between services and equipment or the timing of revenue recognition.

The Company is in the process of determining quantitative information related to the impact of the new standard and our initial assessment may change due to changes in contractual terms or new service and product offerings.  The Company has identified, and is in the process of implementing, new systems, processes and controls which are required to implement ASU 2014-09.  The Company will adopt the standard on January 1, 2018.  The Company will use the modified retrospective adoption method which requires itRefer to apply the standard onlyNote 3 to the most current period presented with the cumulative effect of applying the standard being recognized through retained earnings at the adoption date.Consolidated Financial Statements in this Report.

 

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40),” which requires management to assess a company’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. ASU 2014-15 is effective for annual reporting periods ending after December 15, 2016. Early application is permitted. The Company adopted this guidance for the fourth quarter ended December 31, 2016. The adoption of this guidance did not impact The Company’s Consolidated Financial Statements.

In April 2015, the FASB issued ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”, which provides guidance about whether a cloud computing arrangement includes software and how to account for the license for software.  The new guidance does not change the accounting for a customer’s accounting for service contracts.  The adoption of ASU 2015-05 by the Company on January 1, 2017 did not have a material impact on the Company’s financial position, result of operations or cash flows.

In January 2016, the FASB issued ASU 2016-01, Financial“Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01)Liabilities” (“ASU 2016-01”), which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. ASU 2016-01 is effectiveThe Company adopted this standard on January 1, 2018, with early2018.  Upon adoption permitted under certain circumstances.  At September 30, 2017, the Company holds approximatelyheld $20.1 million of equity investments accountedthat did not have readily determinable fair values.  As a result these investments are measured at cost less impairments, adjusted for underobservable price changes of similar investments of the same issuer.  The Company performs a qualitative impairment assessment of these investments quarterly by reviewing available information.  The Company has not adjusted the cost method.  Theof these investments since acquisition.  Upon adoption, the Company is continuingheld $0.6 million of equity investments with readily determinable fair values and reclassified $0.2 million of unrealized gains on this investment to evaluate the overall impact of this guidance and currently does not expect the adoption of ASU 2016-01 will have a material effect on our Consolidated Financial Statements.retained earnings. 

 

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” and subsequently issued related updates (“ASU 2016-02”), which providesprovide comprehensive lease accounting guidance.  The standard requires entities to recognize lease assets and liabilities on the balance sheet as well as disclosure of key information about leasing arrangements.  ASU 2016-02 will become effective for fiscal years, and

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interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted.  The Company is currently evaluatingin the process of implementing new systems, processes and controls to implement the guidance.  The Company will adopt the standard on January 1, 2019 by applying the new lease requirements at the effective date and will recognize a cumulative-effect adjustment to the

9


opening balance sheet retained earnings in the period of adoption with no adjustments to prior periods. The Company expects to adopt the package of practical expedients which allows it to not reassess:  i) whether an arrangement contains a lease, ii) operating and capital lease classifications; and iii) previously recorded initial direct costs. The adoption will result in right to use assets and liabilities being recorded on the Company’s balance sheet.  The Company is in the process of determining quantitative information related to the impact of the new guidanceguidance.  The Company expects the adoption of ASU 2016-02 to have a material impact on its Consolidated Financial Statements.financial statements.

 

In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. The Company adopted ASU 2016-09 on January 1, 2017. The guidance requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid-in capital pools. This had no impact on the Company’s historical results.  Also as a result of the adoption, the Company changed its policy election to account for forfeitures as they occur rather than on an estimated basis. The change resulted in the Company reclassifying $0.3 million from additional paid-in capital to retained earnings for the net cumulative-effect adjustment in stock compensation expense related to prior periods.

 

In August 2016, the Financial Accounting Standards Board (“FASB”)FASB issued Accounting Standards Update (“ASU”)ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which provides further clarification on eight cash flow classification issues. The standard further clarifies the classification of several elements of the statement of cash flows with the following being relevant to the company:

·

debt prepayment or debt extinguishment costs are classified as cash outflows from financing activities.   This is consistent with the Company’s current accounting policy.

·

contingent consideration payments made three months or less after a business combination are classified as investing activities and those made after that time are classified as financing activities.  The Company currently classifies all payments made in a business combination as investing activities.  When adopted the Company will reclassify $1.2 million of cash payments to financing activities for the nine months ended September 30, 2017. 

·

proceeds from the settlement of insurance claims are classified on the basis of the nature of the loss.  This is consistent with the Company’s current accounting policy. 

·

distributions received from equity method investees are classified using either a cumulative earning or nature of distribution approach.  The Company is currently evaluating both methods of adoption.

·

separately identifiable cash flows and application of the predominance principle. This is consistent with the Company’s current accounting policy.

ASU 2016-15 will become effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. ASU 2016-15 is to be applied using a retrospective transition method for each period presented. The Company will adopt this standard on January 1, 2018.  In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” (“ASU 2016-18”). The amendments in ASU 2016-18 are intended to reduce diversity in practice related to the classification and presentation of changes in restricted cash or restricted cash equivalents on the statement of cash flows. The amendments in ASU 2016-18 require that amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted this standard on January 1, 2018. 

The Company’s statement of cash flows reports the cash effects during a period of an entity’s operations, its investing transactions, and its financing transactions.  The statement of cash flows explains the change during the period in the total cash which includes cash equivalents as well as restricted cash.  The Company applies the predominance principle to classify separately identifiable cash flows based on the nature of the underlying cash flows.   Debt prepayment or extinguishment costs are classified as cash outflows from financing activities.  Contingent consideration payments made three months or less after a business combination are classified as investing activities and those made after that time are classified as financing activities.  Proceeds from the settlement of insurance claims are classified on the basis of the nature of the loss.  Prior to January 1, 2018, the Company classified all payments made in a business combination as investing activities and did not include restricted cash in total cash.  This change impacted the Company’s cash flows for the nine months ended September 30, 2017 as indicated below (amounts in thousands):

 

 

 

 

 

 

 

Statement of Cash flows - Nine months ended September 30, 2017

 

 

 

 

 

 

 

Reported

 

Change

 

Under previous guidance

Net cash provided by operating activities

$

121,988

$

 —

$

121,988

Net cash used in investing activities

 

(139,256)

 

420

 

(138,836)

Net cash used in financing activities

 

(29,654)

 

1,178

 

(28,476)

Effect of foreign currency exchange rates on total cash

 

200

 

 —

 

200

Net change in total cash

$

(46,722)

$

1,598

$

(45,124)

Total cash, beginning of period

 

288,358

 

(18,637)

 

269,721

Total cash, end of period

$

241,636

$

(17,039)

$

224,597

 

In October 2016 the FASB issued ASU 2016-16, “Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory”. The new standard eliminates all intra-entity sales of assets other than inventory, the exception under current standards that permits the tax effects of intra-entity asset transfers to be deferred until the transferred asset is sold to a third party or otherwise recovered through use. As a result, a reporting entity would recognize the tax expense from the sale of the asset in the seller’s tax jurisdiction when the transfer occurs. Any deferred

10


tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer. The new standard will bewas effective for the Company on January 1, 2018. The Company doesThere was not expect thea material impact of the new standard to be material to its Consolidated Financial Statements.

 In November 2016, the FASB issued Accounting Standards Update 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” or ASU 2016-18. The amendments in ASU 2016-18 are intended to reduce diversity in practice related to the classification and presentation of changes in restricted or restricted cash equivalents on the statement of cash flows. The amendments in ASU 2016-18 require that amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period

12


Table of Contents

total amounts shown on the statement of cash flows. At September 30, 2017, the Company held $17.0 million of restricted cash. ASU 2016-18 is effective for annual reporting periods, including interim periods within those periods, beginning after December 15, 2017, with early adoption permitted. The Company will adopt this standard on January 1, 2018.  Upon adoption of ASU 2016-18 the restricted cash balance at that time will be included in cash and cash equivalents in the statement of cash flows.Company’s consolidated financial statements upon adoption.

 

In January 2017, the FASB issued Accounting Standards Update 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” or ASU 2017-01. The amendments in ASU 2017-01 provide a screen to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. Under ASU 2017-01, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business and the entity then evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. ASU 2017-01 also narrows the definition of outputs by more closely aligning it with how outputs are described in ASC 606. ASU 2017-01 is effective for annual reporting periods, including interim periods within those periods, beginning after December 15, 2017, with early adoption permitted. The Company prospectively adopted ASU 2017-01 in the fourth quarter of 2016.  The standard will result in the Company accounting for more transactions as asset acquisitions as opposed to business combination.

 In January 2017, the FASB issued Accounting Standards Update 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” or (“ASU 2017-04.2017-04”). The amendments in ASU 2017-04 simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities. Instead, under the amendments in ASU 2017-04, an entity performs its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, but not more than the total amount of goodwill allocated to the reporting unit. ASU 2017-04 is effective for annual reporting periods, including interim periods within those periods, beginning after December 15, 2019, with early adoption permitted. The Company adopted this standard in the third quarter of 2017.  Refer to Note 4 for discussion of impairment tests performed during 2017.

 

In March 2017, the FASB issued ASU 2017-07, “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”). The new guidance requires the service cost component to be presented separately from the other components of net benefit costs. Service cost will be presented with other employee compensation cost within income from operations. The other components of net benefit cost, such as interest cost, amortization of prior service cost and gains or losses are required to be presented outsidein other income. The Company adopted this standard on January 1, 2018. 

The Company sponsors pension and other postretirement benefit plans for employees of operations. Thiscertain subsidiaries. Net periodic pension expense consists of service cost, interest cost, expected return on plan assets, and amortization of actuarial gains and losses.  Service cost is a change fromrecognized in operating income and all other components of pension expense are recognized in other income in the Company’s current accounting policyStatement of Operations. The Company recognizes a pension or other postretirement plan’s funded status as either an asset or liability in whichits consolidated balance sheet. Actuarial gains and losses are reported as a component of other comprehensive income and amortized through other income in subsequent periods.  Prior to January 1, 2018, all components of pension expense were recognized in operating income.  This change impacted the Company’s Statement of Operations for the three and nine months ended September 30, 2017 by increasing operating expenses $40 thousand and $120 thousand, respectively and increasing other income by the same amount.  There was no impact on income before income taxes.  The Company elected the practical expedient allowing the use of the amounts disclosed for the various components of net periodicbenefit cost in the pension and other postretirement benefit costs are included within operating income.  The new guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The guidance should be applied retrospectivelyplans footnote as the basis for the presentation of the service cost component in the income statement and allows a practical expedient for the estimation basis for applying the retrospective presentation requirements. The Company will adopt ASU 2017-07 on January 1, 2018 and we are currently in the process of evaluating the impact of this guidance on our Consolidated Financial Statements.application.

 

In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815) – Targeted Improvements to Accounting for Hedging Activities” (“ASU 2017-12”). The standard: (a) expands and refines hedge accounting for both financial and non-financial risk components, (b) aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and (c) includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including the adoption in an interim period. If an entity early adopts in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The guidance related to cash flow and net investment hedges existing at the date of adoption should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The

13


Table of Contents

guidance related to presentation and disclosure should be applied prospectively. The Company is currently assessing the impact of ASU 2017-12 on its Consolidated Financial Statements.consolidated financial statements.

In February 2018, the FASB issued ASU 2018-02 “Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” (“ASU 2018-02”).  The standard gives entities the option to reclassify to retained earnings tax effects related to items in accumulated other comprehensive income that were impacted by the Tax Cuts and Jobs Act of 2017 (“Tax Act”).  The guidance is effective for all entities for fiscal years beginning after December 31, 2018 and interim periods within those fiscal years.  Early adoption is permitted.  The guidance may be applied in the period of adoption or retrospectively to each

11


impacted period.  The Company has elected to early adopt ASU 2018-02 on December 31, 2017 and recorded its impact in the period of adoption.  The impact of the adoption results in a $0.8 million reclassification from accumulated other comprehensive income to retained earnings, which is offset by an equivalent valuation allowance, with the net impact being zero.

 

3.  Revenue Recognition

The Company’s significant accounting policies are detailed in “Note 2 – Summary of Significant Accounting Policies” within Item 8 of its Annual Report on Form 10-K for the year ended December 31, 2017.  The Company’s accounting policies are updated as a result of adopting ASC 606 on January 1, 2018.  The adoption of ASC 606 impacted the accounting for contract acquisition costs, multiyear retail wireless contracts with promotional discounts, and deferral of certain activation fees as further described below.

Revenue Recognition – The Company earns revenue from its telecommunication and renewable energy operations.  The Company recognizes revenue through the following steps:

-

Identification of the contract with a customer

-

Identification of the performance obligations in the contract

-

Determination of the transaction price

-

Allocation of the transaction price to the performance obligations in the contract

-

Recognize revenue when, or as, we satisfy performance obligations

Revenue Recognition- Telecommunications

Wireless revenue consists of wholesale and retail revenue.  Wholesale revenue is generated from providing mobile voice and data services to the customers of other wireless carriers, the provision of network switching services and certain transport services using the Company’s wireless networks.  The transaction price of some wholesale revenue contracts includes variable consideration in the form of volume discounts.  Management uses its judgment based on projected transaction volumes to estimate the transaction price and to allocate the transaction price to the performance obligations in the contract.  Revenue is recognized over time as the service is rendered to the customer.  Retail revenue is generated from providing mobile voice and data services to subscribers as well as roaming services provided to other carriers’ customers roaming into the Company’s retail markets. This revenue is recognized over time as the service is rendered.  Lastly, wireless revenue includes revenues from equipment sold to customers which is recognized when the equipment is delivered to the customer. 

Management considers transactions where customers purchase subsidized or discounted equipment and mobile voice or data services to be a single contract.  For these contracts, the transaction price is allocated to the equipment and mobile service based on their standalone selling prices.  The standalone selling price is based on the amount the Company charges for the equipment and service to similar customers.  Equipment revenue is recognized when the equipment is delivered to customers and service revenue is recognized as service is rendered.

Wireline revenue is generated from access and usage fees for internet, voice and video services charged to subscribers as well as wholesale long-distance voice services provided to telecommunication carriers at contracted rates.  Revenue from these contracts is recognized over time as the service is rendered to the customer.

The Company’s wireless and wireline contracts occasionally include promotional discounts such as free service periods or discounted products.  If a contract contains a substantive termination penalty, the transaction price is allocated to the performance obligations based on standalone selling price resulting in accelerated revenue recognition and the establishment of a contract asset that will be recognized over the life of the contract.  If a contract includes a promotional discount but no substantive termination penalty the discount is recorded in the promotional period and no contract asset is established. The Company’s customers also have the option to purchase additional telecommunication services.  Generally, these options are not performance obligations and are excluded from the transaction price because they do not provide the customers with a material right. 

12


The Company may charge upfront fees for activation and installation of some of its products and services.  These fees are reviewed to determine if they represent a separate performance obligation.  If they are not a separate performance obligation, the contract price associated with them is recognized over the life of the customer.  If the fees represent a performance obligation they are recognized when delivered to the customer based on standalone selling price.

Sales and use and state excise taxes collected from customers that are remitted to the governmental authorities are reported on a net basis and excluded from the revenues and sales.

Revenue Recognition-Renewable Energy

Revenue from the Company’s Renewable Energy segment is generated from the sale of electricity through power purchase agreements (“PPAs”) with various customers that generally range from 10 to 25 years.  The Company recognizes revenue at contractual PPA rates over time as electricity is generated and simultaneously consumed by the customer.  The Company’s Renewable Energy segment also generates revenue from the sale of Solar Renewable Energy Credits (“SRECs”).  Revenue is recognized over time as SRECs are sold through long-term purchase agreements at the contractual rate specified in the agreement.

Disaggregation

The Company's revenue is presented on a disaggregated basis in Note 13 based on an evaluation of disclosures outside the financial statements, information regularly reviewed by the chief operating decision maker for evaluating the financial performance of operating segments and other information that is used for performance evaluation and resource allocations. This includes revenue from wireline, wireless and renewable energy, as well as domestic versus international wireline and wireless services. This disaggregation of revenue depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

Contract Assets and Liabilities

The Company recognizes contract assets and liabilities on its balance sheet.  Contract assets represent unbilled amounts typically resulting from retail wireless contracts with both a multiyear service period and a promotional discount.  In these contracts the revenue recognized exceeds the amount billed to the customer.  The current portion of the contract asset is recorded in prepayments and other current assets and the noncurrent portion is included in other assets on its balance sheets.  Contract liabilities consist of advance payments and billings in excess of revenue recognized.  Retail revenue for postpaid customers is generally billed one month in advance and recognized over the period that the corresponding service is rendered to customers.  To the extent the service is not provided by the reporting date the amount is recognized as a contract liability.  Prepaid service, including mobile voice and data services, sold to customers is recorded as deferred revenue prior to the commencement of services. Contract liabilities are recorded in advanced payments and deposits on its balance sheets.  Contract assets and liabilities consisted of the following (amounts in thousands):

 

 

 

 

 

 

 

 

 

 

 

September 30, 2018

 

June 30, 2018

 

$ Change

 

% Change

Contract asset – current

$

1,577

$

1,434

$

143

 

10%

Contract asset – noncurrent

 

603

 

568

 

35

 

6%

Contract liabilities

 

(10,867)

 

(9,552)

 

(1,315)

 

14%

Net contract liability

$

(8,687)

$

(7,550)

$

(1,137)

 

15%

The contract asset-current is included in prepayments and other current assets, the contract asset – noncurrent is included in other assets, and the contract liabilities are included in advance payments and deposits on the Company’s balance sheet.  The increase in the Company’s net contract liability was due to the timing of customer prepayments and contract billings.  In the third quarter of 2018, the Company recognized revenue of $6.9 million related to its June 30, 2018 contract liability and amortized $0.5 million of the June 30, 2018 contract asset into revenue.  The Company did not recognize any revenue in the third quarter of 2018 related to performance obligations that were satisfied or partially satisfied in previous periods.   

13


Contract Acquisition Costs

The Company pays sales commissions to its employees and agents for obtaining customer contracts.  These costs are incremental because they would not have been incurred if the contract was not obtained.  The Company recognizes an asset for these costs and subsequently amortizes the asset on a systematic basis consistent with the pattern of the transfer of the services to the customer.  The amortization period, which is between 2 and 6 years, considers both the original contract period as well as anticipated contract renewals as appropriate.  The amortization period also includes renewal commissions when those commissions are not commensurate with new commissions.  The Company estimates contract renewals based on its actual renewals in recent periods. When the expected amortization period is one year or less the Company utilizes the practical expedient and expenses the costs as incurred.  The September 30, 2018 balance sheet includes current contract acquisition costs of $1.5 million in prepayments and other current assets and long term contract acquisition costs of $0.7 million in other assets.  During the three and nine months ended September 30, 2018 the Company amortized $0.6 million and $1.2 million, respectively, of contract acquisition cost.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price allocated to unsatisfied performance obligations of certain multiyear retail wireless contracts that include a promotional discount.  The transaction price allocated to unsatisfied performance obligations was $10.7 million at September 30, 2018.  The Company expects to satisfy the remaining performance obligations and recognize the transaction price within 24 months.  The Company has certain retail, wholesale, and renewable energy contracts where transaction price is allocated to remaining performance obligations.  However the Company omits these contracts from the disclosure by applying the right to invoice, one year or less, and wholly unsatisfied performance obligation practical expedients.

Impacts of adoption in the current period

The Company adopted ASC 606 on January 1, 2018 using the modified retrospective method.  The Company elected the practical expedient to apply the new guidance only to contracts that were not substantially complete at the adoption date.   The cumulative effect of adopting ASC 606 resulted in a contract asset of $1.6 million of which $1.2 million was recorded in prepayments and other current assets and $0.4 million was recorded in other assets, a contract liability of $0.2 million recorded in advance payments and deposits, contract acquisition costs of $1.5 million of which $0.9 million was recorded in prepayments and other current assets and $0.6 million was recorded in other assets, and a deferred tax liability of $0.3 million with the offset of $1.5 million recorded to retained earnings and $1.1 million recorded to minority interest.  The tables below identify changes to the Company’s financial statements as of September 30, 2018 and for the three and nine months then ended as a result of the adoption of ASC 606 as compared to previous revenue guidance (amounts in thousands):

14


 

 

 

 

 

 

 

Balance Sheet - September 30, 2018

 

 

Reported

 

Change

 

Under previous guidance

Prepayments and other current assets

$

37,239

$

(3,115)

$

34,124

 

 

 

 

 

 

 

Total current assets

$

349,297

$

(3,115)

$

346,182

 

 

 

 

 

 

 

Other assets

$

38,773

$

(1,290)

$

37,483

 

 

 

 

 

 

 

Total assets

$

1,184,050

$

(4,405)

$

1,179,645

 

 

 

 

 

 

 

Advance payments and deposits

$

18,076

$

(332)

$

17,744

Accrued taxes

 

12,789

 

(73)

 

12,716

 

 

 

 

 

 

 

Total current liabilities

$

215,326

$

(405)

$

214,921

 

 

 

 

 

 

 

Deferred income taxes

$

7,614

$

(302)

$

7,312

 

 

 

 

 

 

 

Total liabilities

$

355,003

$

(707)

$

354,296

 

 

 

 

 

 

 

Retained earnings

$

565,180

$

(2,107)

$

563,073

Minority interest

$

131,392

$

(1,591)

$

129,801

 

 

 

 

 

 

 

Total equity

$

829,047

$

(3,698)

$

825,349

 

 

 

 

 

 

 

Total liabilities and equity

$

1,184,050

$

(4,405)

$

1,179,645

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statement of Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 2018

 

 

Nine months ended September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reported

 

Change

 

Under previous guidance

 

 

Reported

 

Change

 

Under previous guidance

Wireless revenue

$

52,003

$

(177)

$

51,826

 

$

153,046

$

(514)

$

152,532

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

$

121,138

$

(177)

$

120,961

 

$

343,401

$

(514)

$

342,887

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales, marketing and customer service

$

8,995

$

 4

$

8,999

 

$

25,969

$

622

$

26,591

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

$

90,314

$

 4

$

90,318

 

$

292,615

$

622

$

293,237

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

$

30,824

$

(181)

$

30,643

 

$

50,786

$

(1,136)

$

49,650

Income before taxes

 

27,919

 

(181)

 

27,738

 

 

42,405

 

(1,136)

 

41,269

Income tax provision

 

7,010

 

69

 

7,079

 

 

13,018

 

(73)

 

12,945

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

20,909

$

(250)

$

20,659

 

$

29,387

$

(1,063)

$

28,324

Net income attributable  to non-controlling interests

 

(3,887)

 

109

 

(3,778)

 

 

(10,705)

 

444

 

(10,261)

Net income attributable to ATN International, Inc. stockholders

$

17,022

$

(141)

$

16,881

 

$

18,682

$

(619)

$

18,063

15


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statement of Comprehensive Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 2018

 

 

Nine months ended September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reported

 

Change

 

Under previous guidance

 

 

Reported

 

Change

 

Under previous guidance

Net income

$

20,909

$

(250)

$

20,659

 

$

29,387

$

(1,063)

$

28,324

Other comprehensive loss, net of tax

 

(2,465)

 

              -

 

(2,465)

 

 

(5,867)

 

              -

 

(5,867)

Comprehensive loss

 

18,444

 

(250)

 

18,194

 

 

23,520

 

(1,063)

 

22,457

Less: Comprehensive income attributable to non-controlling interests

 

(3,887)

 

109

 

(3,778)

 

 

(10,705)

 

444

 

(10,261)

Comprehensive income (loss) attributable to ATN International, Inc.

$

14,557

$

(141)

$

14,416

 

$

12,815

$

(619)

$

12,196

 

 

 

 

 

 

 

Statement of Cash Flows - Nine months ended September 30, 2018

 

 

 

 

 

 

 

 

 

Reported

 

Change (1)

 

Under previous guidance

Net income

$

29,387

$

(1,063)

$

28,324

 

 

 

 

 

 

 

Materials and supplies, prepayments and other current assets

$

(715)

$

1,039

$

324

Accrued taxes

 

7,410

 

(73)

 

7,337

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

 

6,926

 

(102)

 

6,824

Other assets

$

139

$

199

$

338

(1)

The adoption of ASC 606 had no impact on operating cash flows, investing cash flows, financing cash flows or net change in total cash.

4. 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 business combinations, fair value of indefinite-lived intangible assets, goodwill, assessing the impairment of assets, revenue, and income taxes. Actual results could differ significantly from those estimates.

 

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Table of Contents

4.5. IMPACT OF HURRICANES IRMA AND MARIA

 

During September 2017, the economy, the Company’s operationscustomer base and customersits operations in the U.S. Virgin Islands were severely impacted by both HurricaneHurricanes Irma and subsequently Hurricane Maria (collectively, the “Hurricanes”).  Both itsthe Company’s wireless and wireline networks and commercial operations were severely damaged by these storms.  As a result of the significant damage to itsthe Company’s wireline network and the ongoing lack of consistent commercial power in the territory, since the Hurricanes, the

16


Company has beenwas unable to provide most of its wireline services, which comprise the majority of revenue in the business.  Accordingly, it issued approximately $4.4  million of service credits to its subscribers in September, which are reflected as a reduction of its wireline revenue within our International Telecom segment.  Due to of the ongoing poor conditions on the islands, the continued lack of consistent commercial power, and the damage to its wireline infrastructure, the Company currently expects this impact to wireline revenue to continue for the next several quarters and estimates that it will be most pronounced in the fourth quarter of 2017.

As of November 9, 2017, the Company’s preliminary assessment of the level of wireline and wireless network damage bybusiness, after the Hurricanes and corresponding loss onthrough much of 2018 to date. 

During the disposal of network has been estimated as $35.2 million.  This amount, along with $1.4 million of additional operating expenses that it specifically incurred during the quarter to address the impact of the Hurricanes, has been recorded in its statement of operations for the three and nine months ended September 30, 2017.  The level of network damage assessment and losses on damaged assets is based on information known as of the filing of this Form 10-Q.  Given the current conditions in the USVI, including curfews, limited access to areas of the islands and the lack of consistent commercial power, additional damages may be discovered upon being able to fully access these areas and/or once commercial power is restored and2018, the Company can bring its networks fully online.  This assessment will continuereceived $7.2 million in additional funding from the FCC’s Universal Service Fund (“USF”) which largely contributed to be updated in subsequent quarters as more information becomes available.   

The Company has insurance coverage for a combination of replacement costs of damaged property, extra expenses and business interruption and could potentially receive proceeds up to an aggregate of approximately $34.0$4.6 million against these insurance claims but it believes that total losses for these items will exceed these aggregate proceeds.  The Company does not expect to record any insurance recovery, however, until 2018, when its assessment is complete and the Company can determine the amount and nature of its claims under its insurance policies.

In connection with the above, the Company also determined there was a triggering event to assess the related reporting unit’s goodwill and indefinite lived intangible assets for impairment.  After consideration of the write-downs of other assets within the reporting unit described above, the impairment test for goodwill and indefinite lived intangible assets was performed by comparing the fair value of the reporting unit to its carrying amount. The Company calculated the fair value of the reporting unit by utilizing an income approach, with Level 3 valuation inputs, including a cash flow discount rate of 14.5%.  Determining fair value requires the exercise of significant judgment, including judgments about appropriate discount rates, perpetual growth rates, and the amount and timing of expected future cash flows. The discount rate was based on a weighted‑average cost of capital, which represents the average rate the business would pay its providers of debt and equity. The cash flows employed in the discounted cash flow analysis were derived from internal and external forecasts.  The impairment assessment concluded that no impairment was required for the goodwill and indefinite lived intangible assets because the fair value of the reporting unit exceeded its carrying amount. 

5. ACQUISITIONS AND DISPOSITIONS

International Telecom

Acquisitions

One Communications (formerly KeyTech Limited) Acquisition

On May 3, 2016, the Company completed its acquisition of a controlling interest in One Communications Ltd. (formerly known as KeyTech Limited, “One Communications”), a publicly held Bermuda company listed on the Bermuda Stock Exchange (“BSX”) that provides broadband and video services and other telecommunications services to

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residential and enterprise customers in Bermuda and the Cayman Islands (the “One Communications Acquisition”).  Subsequent to the completion of the Company’s acquisition, One Communications changed its legal name from KeyTech Limited and changed its “CellOne” and “Logic” trade names in Bermuda to “One Communications”.   Prior to the Company’s acquisition, One Communications also owned a minority interest of approximately 43%increase in the Company’s previously held and consolidated subsidiary, Bermuda Digital Communications Ltd. (“BDC”),revenues in that provides wireless services in Bermuda. As part of the transaction, the Company contributed its ownership interest of approximately 43% in BDC and approximately $42 million in cash in exchange for a 51% ownership interest in One Communications. As part of the transaction, BDC was merged with and into a company within the One Communications group.  The approximate 15% interest in BDC held in the aggregate by BDC’s minority shareholders was converted into the right to receive common shares in One Communications. Following the transaction, BDC became wholly owned by One Communications, and One Communications continues to be listed on the BSX. A portion of the cash proceeds that One Communications received upon closing was used to fund a one-time special dividend to One Communications’ existing shareholders and to retire One Communications’ subordinated debt. On May 3, 2016, the Company began consolidating the results of One Communications within our financial statements in our International Telecom segment.

The One Communications Acquisition was accounted formarket as a business combination of a controlling interest in One Communications in accordance with ASC 805, Business Combinations, and the acquisition of an incremental ownership interest in BDC in accordance with ASC 810, Consolidation.  The total purchase consideration of $41.6 million of cash was allocatedcompared to the assets acquired and liabilities assumed at their estimated fair values as of the date of the acquisition. 

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Consideration Transferred

 

 

 

Cash consideration - One Communications

$

34,518

 

Cash consideration - BDC

 

7,045

 

Total consideration transferred

 

41,563

 

Non-controlling interests - One Communications

 

32,909

 

Total value to allocate

$

74,472

 

Value to allocate - One Communications

 

67,427

 

Value to allocate - BDC

 

7,045

 

 

 

 

 

Purchase price allocation One Communications:

 

 

 

Cash

 

8,185

 

Accounts receivable

 

6,451

 

Other current assets

 

3,241

 

Property, plant and equipment

 

100,892

 

Identifiable intangible assets

 

10,590

 

Other long term assets

 

3,464

 

Accounts payable and accrued liabilities

 

(16,051)

 

Advance payments and deposits

 

(6,683)

 

Current debt

 

(6,429)

 

Long term debt

 

(28,929)

 

Net assets acquired

 

74,731

 

 

 

 

 

Gain on One Communications bargain purchase

$

7,304

 

 

 

 

 

Purchase price allocation BDC:

 

 

 

Carrying value of BDC non-controlling interest acquired

 

2,940

 

 

 

 

 

Excess of purchase price paid over carrying value of non-controlling interest acquired

$

4,105

 

The acquired property, plant and equipment is comprised of telecommunication equipment locatedsame period in Bermuda and the Cayman Islands.   The property, plant and equipment was valued using the income and cost approaches.  Cash flows were discounted at an approximate 15% rate to determine fair value under the income approach.  The property, plant and equipment have useful lives ranging from 3 to 18 years and the customer relationships acquired have useful lives ranging from 9 to 12 years.  The fair value of the non-controlling interest was determined using the income approach and a discount rate of approximately 15%.  The acquired receivables consist of trade receivables incurred in the ordinary course of business.  The Company has subsequently collected the full amount of the receivables.

The purchase price and resulting bargain purchase gain are the result of the market conditions and competitive environment in which One Communications operates along with the Company's strategic position and resources in those same markets.  Each of the Company and One Communications realized that their combined resources could better serve customers in Bermuda.  The bargain purchase gain is included in operating income for2017.   For the nine months ended September 30, 2016.

Viya (formerly Innovative) Transaction

On July 1, 2016, the Company completed its acquisition of all of the membership interests of Caribbean Asset Holdings LLC (“CAH”), the holding company for the group of companies operating video services, Internet, wireless and landline services in the U.S. Virgin Islands, British Virgin Islands and St. Maarten (collectively, “Viya”), from

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the National Rural Utilities Cooperative Finance Corporation (“CFC”).  In April 2017, the U.S. Virgin Islands operations and2018, the Company’s existing wireless operations rebranded their tradenames from “Innovative” and “Choice”, respectively, to “Viya.” The Company acquired the Viya operations forreceived a contractual purchase pricetotal of $145.0 million, reduced by purchase price adjustments of $5.3 million (the “Viya Transaction”).  In connection with the transaction, the Company financed $60.0 million of the purchase price with a loan from an affiliate of CFC, the Rural Telephone Finance Cooperative (“RTFC”) on the terms and conditions of a Loan Agreement by and among RTFC, CAH and ATN VI Holdings, LLC, the parent entity of CAH and a wholly-owned subsidiary of the Company.  The Company funded the remaining purchase price with (i) $51.9 million in cash paid to CFC, (ii) $22.5$15.4 million in additional cash paid directlyUSF funding which offset $11.6 million decrease in revenue as compared to fund Viya’ s pensionthe same period in 2017. This level of additional funding will not continue in future quarters.    

During the fourth quarter of 2016, and (iii) $5.3 million recorded as restricted cash to satisfy Viya’ s other postretirement benefit plans.  On July 1, 2016,nine months ended September 30, 2018, the Company began consolidatingspent $78.9 million for network restoration and resiliency enhancements which allowed the resultsreconnection of Viya within its financial statements in its International Telecom segment.  Subsequent to the Viya Transaction, the Company sold the acquireda significant majority of households and businesses in St. Maarten and the British Virgin Islands, as further described in “Dispositions” below.

The Viya Transaction was accounted as a business combination in accordance with ASC 805.  The consideration transferred to CFC of $111.9 million, and used for the purchase price allocation, differed from the contractual purchase price of $145.0 million due to certain GAAP purchase price adjustments including a reduction of $5.3 million related to working capital adjustments and the Company assuming pension and other postretirement benefit liabilities of $27.8 million as discussed above.  The Company transferred $51.9 million in cash and $60.0 million in loan proceeds to CFC for total consideration of $111.9 million that was allocated to the assets acquired and liabilities assumed at their estimated fair values as of the dateperiod end.  The Company expects that its wireline network restoration work is substantially complete, however, returning the Company’s revenue to pre-Hurricane levels may take significant time as a result of population movements, the acquisition.  The table below representseconomic impact that the allocation of the consideration transferred to the net assets of Viya based on their acquisition date fair values:

 

 

 

 

Consideration Transferred

$

111,860

 

Non-controlling interests

 

221

 

Total value to allocate

 

112,081

 

 

 

 

 

Purchase price allocation:

 

 

 

Cash

 

4,229

 

Accounts receivable

 

6,553

 

Materials & supplies

 

6,533

 

Other current assets

 

1,927

 

Property, plant and equipment

 

108,284

 

Telecommunication licenses

 

7,623

 

Goodwill

 

20,586

 

Intangible assets

 

7,800

 

Other assets

 

4,394

 

Accounts payable and accrued liabilities

 

(15,971)

 

Advance payments and deposits

 

(7,793)

 

Deferred tax liability

 

(2,935)

 

Pension and other postretirement benefit liabilities

 

(29,149)

 

Net assets acquired

$

112,081

 

The acquired property, plant and equipment is comprised of telecommunication equipment located in the U.S Virgin Islands, British Virgin Islands and St. Maarten (subsequently disposed, see below).  The property, plant and equipment was valued using the income and cost approaches.  Cash flows were discounted between 14% and 25% basedHurricanes had on the risk associated with the cash flows to determine fair value under the income approach.  The property, plantmarket, and equipment have useful lives ranging from 1 to 18 years and the customer relationships acquired have useful lives ranging from 7 to 13 years.  The fair value of the non-controlling interest was determined using the income approach with discount rates ranging from 15% to 25%.  The acquired receivables consist of trade receivables incurred in the ordinary course of business.  The Company has collected full amount of the receivables. The Company recorded a liability equal

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to the funded status of the plans in its purchase price allocation.  Discount rates between 3.6% and 3.9% were used to determine the pension and postretirement benefit obligations.subscriber base’s appetite for continued wireline services.

 

The goodwill generated from the Viya Transaction is primarily related to value placed on the acquired employee workforces, service offerings, and capabilities of the acquired businesses as well as expected synergies from future combined operations.  The goodwill is not deductible for income tax purposes.6. DISPOSITIONS

 

The Company acquired Viya’s pension and other postretirement benefit plans as part of the transaction.  The plans cover employees located in the U.S. Virgin Islands and consist of noncontributory defined benefit pension plans and noncontributory defined medical, dental, vision and life benefit plans.  As noted above, the contractual purchase price included an adjustment related to the funded status of Viya’s pension and other postretirement benefit plans.  As contemplated by the transaction, the Company contributed approximately $22.5 million during the fourth quarter of 2016 to Viya’s pension plans.  This payment is recorded as a cash outflow from operations in the statement of cash flows in the fourth quarter of 2016.  At September 30, 2017, the Company held $5.1 million of restricted cash equal to the unfunded status of the other postretirement benefit plans.  The cash is restricted due to the Company’s intent to use the cash to satisfy future postretirement benefit obligations.

Dispositions

On December 15, 2016, the Company transferred control of its subsidiary in Aruba to another stockholder in a nonreciprocal transfer.  Subsequent to that date, it no longer consolidated the results of the operations of the Aruba business. The Company did not recognize a gain or loss on the transaction.International Telecom

 

On January 3, 2017, the Company completed the sale of the Viya cable operations located in St. Maarten for $4.8 million and recognized a gain of $0.1 million on the transaction. 

 

On August 18, 2017, the Company completed the sale of the Viya cable operations located in the British Virgin Islands.  The companyCompany did not recognize a gain or loss on the transaction. 

 

The results of the St. Maarten, Aruba, and British Virgin Islands and St. Maarten operations are not material to the Company’s historical results of operations. Since the dispositions do not relate to a strategic shift in ourits operations, the historical results and financial position of the operations are presented within continuing operations.

 

U.S. Telecom

 

Acquisition

In July 2016,On March 8, 2017, the Company acquired certain telecommunications fixed assets andcompleted the associated operations located in the western United States.  The acquisition qualified as a business combination for accounting purposes.  The Company transferred $9.1 millionsale of cash consideration in the acquisition.  The consideration transferred was allocated to $10.2 million of acquired fixed assets, $3.5 million of deferred tax liabilities, and $0.7 million to other net liabilities, and the resulting $3.1 million in goodwill which is not deductible for income tax purposes. Results of operations for the business are included in the U.S. Telecom segment and are not material to the Company’s historical results of operations. 

Disposition

On August 4, 2016, the Company entered into a stock purchase agreement to sell its integrated voice and data communications and wholesale transport businesses in New England and New York (“Sovernet”).  On March 8, 2017, the Company completed the sale for consideration of $25.9 million (the “Sovernet Transaction”).  The consideration included $20.9 million of cash, $3.0 million of receivables, and $2.0 million of contingent consideration.  The $3.0 million of receivables arewere held in escrow to satisfy working capital adjustments in favor of the acquirer, to fund certain capital expenditure projects related to the assets sold and to secure the Company’s indemnification obligations.  The contingent consideration represents the fair value of future payments related to certain operational milestones of the

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disposed assets.  The value of the contingent consideration could be upincrease to as much as $4.0 million based on whether or not thecertain operational milestones arewere achieved by December 31, 2017.  The table below identifies the assets and liabilities transferred (amounts in thousands):

 

 

 

 

 

Consideration Received

$

25,926

 

 

 

 

 

Assets and liabilities disposed

 

 

 

Cash

 

1,821

 

Accounts receivable

 

1,696

 

Inventory

 

639

 

Prepaid

 

1,034

 

Property, plant and equipment

 

25,294

 

Other assets

 

288

 

Accounts payable and accrued liabilities

 

(1,718)

 

Advance payments and deposits

 

(1,897)

 

Net assets disposed

 

27,157

 

 

 

 

 

Consideration less net assets disposed

 

(1,231)

 

 

 

 

 

Transaction costs

 

(1,156)

 

 

 

 

 

Loss

$

(2,387)

 

17


 

 

 

 

Consideration Received

$

25,926

 

 

 

 

 

Assets and liabilities disposed

 

 

 

Cash

 

1,821

 

Accounts receivable

 

1,696

 

Inventory

 

639

 

Prepayments and other current assets

 

1,034

 

Property, plant and equipment

 

25,294

 

Other assets

 

288

 

Accounts payable and accrued liabilities

 

(1,718)

 

Advance payments and deposits

 

(1,897)

 

Net assets disposed

 

27,157

 

 

 

 

 

Consideration less net assets disposed

 

(1,231)

 

 

 

 

 

Transaction costs

 

(1,156)

 

 

 

 

 

Loss

$

(2,387)

 

 

Prior to the closing of the transaction,Sovernet Transaction, the Company repurchased non-controlling interests from minority shareholders in a Sovernet subsidiary for $0.7 million.  The non-controlling interest had a book value of zero.  Additionally, the Company recorded a loss on deconsolidation of $0.5 million. 

   

The Company incurred $1.2 million of transaction related charges pertaining to legal, accounting and consulting services associated with the transaction,Sovernet Transaction, of which $0.6 million werewas incurred during the nine monthsyear ended September 30,December 31, 2017.  Since the Sovernet dispositionTransaction does not relate to a strategic shift in ourthe Company’s operations, the historic results and financial position of the operations are presented within continuing operations.

 

Subsequent to close of the Sovernet Transaction, management continually monitored and assessed the probability of earning the contingent consideration.  In September 2017, based on progress toward achieving the operational milestones, necessary to earn the contingent consideration and the December 31, 2017 deadline under which such milestones are to be achieved,do so, management has determined that the Company is unlikely to earnearning the contingent consideration or any material portion thereof.was unlikely.  As a result the fair value of the contingent consideration was reduced to zero.  The amount was recorded as a loss on disposition of assets within operating income during the three and nine months ended September 30, 2017.

Prior to  The disposed assets did not achieve the Sovernet Transaction, inoperational milestones by the second quarter of 2016, the Company recorded an impairment loss of $11.1 million on assets related to Sovernet.  The impairment consisted of a $3.6 million impairment of property, plant and equipment and $7.5 million impairment of goodwill.

Pro forma Results

The following table reflects unaudited pro forma operating results of the Company for the nine months ended September 30, 2016 as if the One Communications and Viya Transactions occurred on January 1, 2016. The pro forma amounts adjust One Communications’ and Viya’s results to reflect the depreciation and amortization that would have been recorded assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied from January 1, 2016.  Also, the pro forma results were adjusted to reflect changes to the acquired entities’

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capital structure related to the transaction.  One Communications’ results reflect the retirement of $24.7 million of debt.  Viya’s results reflect the retirement of $185.8 million of debt and the addition of $60 million of purchase price debt.  Finally, the Company’s results were adjusted to reflect the Company’s incremental ownership in BDC.  The historical results of the Vibrant Energy, and Western United States acquisitions are not included in the pro forma results as their impacts were not material to the Company’s historical results.     

The pro forma results for the nine months ended September 30, 2016 include $5.4 million of impairment charges recorded by One Communications and Viya prior to the Company’s acquisition of the businesses.  Amounts are presented in thousands, except per share data.

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30,

 

(unaudited)

 

2016

 

 

 

As

 

Pro-

 

 

 

Reported

 

Forma

 

Revenue

 

$

328,471

 

$

407,096

 

Net income attributable to ATN International, Inc. Stockholders

 

 

10,206

 

 

12,768

 

Earnings per share:

 

 

 

 

 

 

 

Basic

 

 

0.63

 

 

0.79

 

Diluted

 

 

0.63

 

 

0.79

 

The three months ended September 30, 2016 is not presented because both the One Communications and Viya transactions were completed on or before July 1, 2016.  As a result there are no pro forma adjustments.  The unaudited pro forma data is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred if the acquisitions had been consummated on these dates or of future operating results of the combined company following the transactions.December 31, 2017 deadline. 

 

Renewable Energy

 

Vibrant Energy

On April 7, 2016,November 6, 2018, the Company completed the sale of its acquisition of aU.S. solar business that owns and manages distributed generation solar power development portfolio in India (the “Vibrant Energy Acquisition”). The business operatesprojects operated under the Ahana name Vibrant Energy.in Massachusetts, California and New Jersey (the “U.S. Solar Operations”) to CleanCapital Holdco 4, LLC. The Company also retained several employeestransaction has a total value of approximately $122.6 million, which includes a cash purchase price of $65.4 million and the assumption of approximately $57.2 million in debt, and is subject to certain other post-closing adjustments (the “U.S. Solar Transaction”).  Approximately $6.5 million of the sellerpurchase price will be held in escrow for a period of twelve months after the United Kingdom and Indiaclosing to oversee the development, construction and operation of the India solar projects. The projects to be developed initially are located in the states of Andhra Pradesh, Maharashtra and Telangana and are based on a commercial and industrial business model, similar tosecure the Company’s existing renewable energy operations in the United States.  As of April 7, 2016,indemnification obligation and the Company began consolidatingexpects to record a gain between $10 million and $15 million during the resultsfourth quarter of Vibrant Energy in its financial statements within its Renewable Energy segment.

2018.

 

 

 

 

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The Vibrant Energy Acquisition was accounted for as a business combination in accordance with ASC 805.  The total purchase considerationAs of $6.2 million was allocated toSeptember 30, 2018 the assets acquired and liabilities assumed at their estimated fair valuesbeing disposed in the U.S. Solar Transaction were classified as of the date of the acquisition.held for sale.  The table below representsidentifies the allocation of the consideration transferred to the net assets of Vibrant Energy based on their acquisition date fair values (inand liabilities (amounts in thousands):

 

 

 

 

Consideration Transferred

$

6,193

 

 

 

 

 

 

Purchase price allocation:

 

 

Cash

 

136

Prepayments and other assets

 

636

Property, plant and equipment

 

7,321

Goodwill

 

3,279

Accounts payable and accrued liabilities

 

(5,179)

Net assets acquired

$

6,193

 

 

 

 

Assets and Liabilities Held for Sale

 

 

 

Accounts receivable

$

1,599

 

Prepayments and other current assets

 

783

 

Property, plant and equipment

 

113,569

 

Accumulated depreciation

 

(18,474)

 

Current assets held for sale

$

97,477

 

 

 

 

 

Accounts payable

$

1,742

 

Taxes payable

 

(586)

 

Current portion of long-term debt

 

10,126

 

Long-term debt, excluding current portion

 

48,034

 

Deferred income taxes

 

21,357

 

Current liabilities held for sale

$

80,673

 

 

 

The consideration transferred includes $4.9U.S. Solar Operations reported income before income taxes of $0.4 million paid as ofand $1.1 million for the three months ended September 30, 2018 and 2017, respectively, and $2.4 million and $3.8 million for the nine months ended September 30, 2018 and 2017, respectively.  The U.S. Solar Operations reported non-controlling interest expense of $0.2 million and $0.3 million for the three months ended September 30, 2018 and 2017, respectively, and $0.7 million and $0.8 million for the nine months ended September 30, 2018 and 2017, respectively. Lastly, the U.S. Solar Operations reported depreciation expense of $1.3 million payable at future dates, which is contingent upon the passage of time and achievement of initial production milestones that are considered probable.  The acquired property, plant and equipment is comprised of solar equipment and the accounts payable and accrued liabilities consists mainly of amounts payable for certain asset purchases.  The fair value of the property, plant, and equipment was based on recent acquisition costs$3.8 million for the assets, given their recent purchase dates from third parties.  three and nine months ended September 30, 2018, respectively. 

The goodwill isU.S. Solar Operations do not deductible for income tax purposesqualify as a discontinued operation because the disposition does not represent a strategic shift that has a major effect on the Company’s operations and primarily relates tofinancial results. As a result, the assembled workforce of the business acquired.historical results are included in continuing operations. 

 

6.

7. 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.

 

 

 

19


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-tradedexchange‑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-exchangenon‑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 September 30, 20172018 and December 31, 20162017 are summarized as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2017

 

 

 

 

 

 

 

 

September 30, 2018

 

 

 

 

    

 

 

    

Significant Other

    

 

 

 

    

 

 

    

Significant Other

    

 

 

 

 

Quoted Prices in

 

Observable

 

 

 

 

Quoted Prices in

 

Observable

 

 

 

 

 

Active Markets

 

Inputs

 

 

 

 

Active Markets

 

Inputs

 

 

 

 

Description

 

(Level 1)

 

(Level 2)

 

Total

 

 

(Level 1)

 

(Level 2)

 

Total

 

Certificates of deposit

 

$

 —

 

$

391

 

$

391

 

 

$

 —

 

$

380

 

$

380

 

Money market funds

 

$

2,287

 

$

 —

 

$

2,287

 

 

 

2,399

 

 

 —

 

 

2,399

 

Short term investments

 

$

371

 

$

7,486

 

$

7,857

 

 

 

314

 

 

 —

 

 

314

 

Commercial paper

 

$

 —

 

$

50,107

 

$

50,107

 

 

 

 —

 

 

23,977

 

 

23,977

 

Interest rate swap

 

$

 —

 

$

(42)

 

$

(42)

 

 

 

 —

 

 

277

 

 

277

 

Total assets and liabilities measured at fair value

 

$

2,658

 

$

57,942

 

$

60,600

 

 

$

2,713

 

$

24,634

 

$

27,347

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2016

 

 

December 31, 2017

 

    

 

 

    

Significant Other

    

 

 

 

    

 

 

    

Significant Other

    

 

 

 

 

Quoted Prices in

 

Observable

 

 

 

 

Quoted Prices in

 

Observable

 

 

 

 

 

Active Markets

 

Inputs

 

 

 

 

Active Markets

 

Inputs

 

 

 

 

Description

 

(Level 1)

 

(Level 2)

 

Total

 

 

(Level 1)

 

(Level 2)

 

Total

 

Certificates of deposit

 

$

 —

 

$

391

 

$

391

 

 

$

 —

 

$

391

 

$

391

 

Money market funds

 

$

29,027

 

$

 —

 

$

29,027

 

 

 

2,894

 

 

 —

 

 

2,894

 

Short term investments

 

$

1,751

 

$

7,486

 

$

9,237

 

 

 

555

 

 

6,521

 

 

7,076

 

Commercial paper

 

$

 —

 

$

29,981

 

$

29,981

 

 

 

 —

 

 

49,954

 

 

49,954

 

Total assets measured at fair value

 

$

30,778

 

$

37,858

 

$

68,636

 

Interest rate swap

 

 

 —

 

 

52

 

 

52

 

Total assets and liabilities measured at fair value

 

$

3,449

 

$

56,918

 

$

60,367

 

 

Certificate of Deposit

 

As of September 30, 20172018 and December 31, 2016,2017, 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.

20


 

Money Market Funds

 

As of September 30, 20172018 and December 31, 2016,2017, 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.

 

Short Term Investments and Commercial Paper

 

As of September 30, 20172018 and December 31, 2016, this2017, these asset classclasses consisted of short term foreign and U.S. corporate bonds, equity securities, and commercial paper. Corporate bonds and including commercial paper are classified within Level 2 of the fair value hierarchy because the fair value is based on observable market data.  Equity securities are classified within Level 1 because fair value is based on quoted market prices in active markets for identical assets.  The Company held equity securities with a fair value of $0.4 million at September 30, 2018 and net income for the three months then ended included $0.1 million of losses on these securities.  

 

Other Fair Value Disclosures

23


Table of Contents

The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable and accrued expenses approximate their fair values because of the relatively short-term maturities of these financial instruments. 

The fair value of the interest rate swap is measured using levelLevel 2 inputs.

In the third quarter of 2017,At September 30, 2018, the Company made strategicholds $23.1 million of equity securities consisting of non-controlling investments totaling $18.1 million.in privately held companies. These investments, over which the Company does not have the ability to exercise significant influence, are without readily determinable fair values. The investments are accountedmeasured at cost, less any impairment, adjusted for as cost method investments.   At September 30, 2017,observable price changes of similar investments of the Company holds $20.1 million of investments accounted for under the cost method.  The Company has not estimated the fair value of these investments because the fairsame issuer. Fair value is not readily determinable andestimated for these investments if there have beenare no identified events or changes in circumstances which wouldthat may have an adverse effect on the fair value of the investment. The carrying value of the strategic investments was $23.1million and $20.1 million at September 30, 2018 and December 31, 2017, respectively. As of September 30, 2018 no impairments or price adjustments were recorded on the investments.  Strategic investments are included with other assets on the consolidated balance sheets.

The fair value of long-term debt is estimated using Level 2 inputs.  At September30, 2018, the fair value of long-term debt, including the current portion, was $153.2 million and its book value was $150.0 million.  At December 31, 2017, the fair value of long-term debt, including the current portion, was $163.1 million and its book value was $159.7 million.  At December 31, 2016, the fair value of long-term debt, including the current portion, was $159.9159.2 million and its book value was $156.8155.8 million.

7.

8. LONG-TERM DEBT

 

The Company has a credit facility with CoBank, ACB and a syndicate of other lenders to provide for a $225 million revolving credit facility (the “Credit Facility”) that includes (i) up to $10 million under the Credit Facility for standby or trade letters of credit, (ii) up to $25 million under the Credit Facility for letters of credit that are necessary or desirable to qualify for disbursements from the FCC’s mobility fund and (iii) up to $10 million under a swingline sub-facility.sub-facility ( the “Swingline Loans”).

Amounts the Company may borrow under the Credit Facility bear interest at a rate equal to, at its option, either (i) the London Interbank Offered Rate (LIBOR(“LIBOR”) plus an applicable margin ranging between 1.50% to 1.75% or (ii) a base rate plus an applicable margin ranging from 0.50% to 0.75%.  The Swingline loansLoans will bear interest at the base rate plus the applicable margin for base rate loans.  The base rate is equal to the higher of (i) 1.00% plus the higher of (x) the one-week LIBOR and (y) the one-month LIBOR;LIBOR; (ii) the federal funds effective rate (as defined in the Credit Facility)Facility) plus 0.50% per annum; and (iii) the prime rate (as defined in the Credit Facility)Facility). The applicable margin is determined based on the ratio (as further defined in the Credit Facility) of the Company’s indebtedness to EBITDA. Under the terms of the Credit Facility, the Company must also pay a fee ranging from 0.175% to 0.250% of the average daily unused portion of the Credit Facility over each calendar quarter.

21


 

On January 11, 2016, the Company amended the Credit Facility (the “Amendment”) to increase the amount the Company is permitted to invest in “unrestricted” subsidiaries of the Company, which are not subject to the covenants of the Credit Facility,, from $275.0 million to $400.0 million (as such increased amount shall be reduced from time to time by the aggregate amount of certain dividend payments to the Company’s stockholders).    The Amendment also provides for the incurrence by the Company of incremental term loan facilities, when combined with increases to revolving loan commitments under the Credit Facility,, in an aggregate amount not to exceed $200.0 million, which facilities shall be subject to certain conditions, including pro forma compliance with the total net leverage ratio financial covenant under the Credit Facility.Facility.

 

The Credit Facility contains customary representations, warranties and covenants, including a financial covenant that imposes a maximum ratio of indebtedness to EBITDA as well as covenants limiting additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, sale and leasebacks, transactions with affiliates and fundamental changes. In addition, the Credit Facility contains a financial covenant that imposes a maximum ratio of indebtedness to EBITDA. As of September 30, 2017,2018, the Company was in compliance with all of the financial covenants of the Credit Facility.

 

As of September 30, 2017,2018, the Company had no borrowings under the Credit Facility. 

24


Table of Contents

Ahana Debt

On December 24, 2014, in connection with the acquisition of its U.S. solar business that owns and manages distributed generation solar power projects operated under the Ahana Acquisition,name in Massachusetts, California and New Jersey, the Company assumed $38.9 million in long-term debt (the “Original Ahana Debt”).  The Original Ahana Debt included multiple loan agreements with banks that bore interest at rates between 4.5% and 6.0%, matured at various times between 2018 and 2023 and were secured by certain solar facilities.  Repayment of the Original Ahana Debt was being made in cash on a monthly basis until maturity.

 

The Original Ahana Debt also included a loan from Public Service Electric & Gas (the “PSE&G Loan”).  The PSE&G Loan bears interest at 11.3%, matures in 2027, and is secured by certain solar facilities.  Repayment of the Original Ahana Debt with PSE&G can be made in either cash or solar renewable energy credits (“SRECs”),sale of SREC, at the Company’s discretion, with the value of the SRECs being fixed at the time of the loan’sPSE&G Loan closing.  Historically, the Company has made all repayments of the PSE&G Loan using SRECs.

 

On December 19, 2016, Ahana’s wholly owned subsidiary, Ahana Operations, issued $20.6 million in aggregate principal amount of 4.427% senior notes due 2029 (the “Series A Notes”) and $45.2 million in aggregate principal amount of 5.327% senior notes due 2031 (the “Series B Notes” and collectively with the Series A Notes and the PSE&G Loan, the “Ahana Debt”).  Interest and principal are payable semi-annually, until the respective maturity dates of March 31, 2029 (for the Series A Notes) and September 30, 2031 (for the Series B Notes).  Cash flows generated by the solar projects that secure the Series A Notes and Series B Notes are only available for payment of such debt and are not available to pay other obligations or the claims of the creditors of Ahana or its subsidiaries. However, subject to certain restrictions, Ahana Operations holds the right to the excess cash flows not needed to pay the Series A Notes and Series B Notes and other obligations arising out of the securitizations.  The Series A Notes and Series B Notes are secured by certain assets of Ahana and are guaranteed by certain of its subsidiaries.

 

A portion of the proceeds from the issuances of the Series A Notes and Series B Notes werewas used to repay the Original Ahana Debt in full except for the PSE&G Loan which remainsremained outstanding after the refinancing.

 

The Series A Notes and the Series B Notes contain customary representations, warranties and certain affirmative and negative covenants, which limit additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, sale and leasebacks, transactions with affiliates and fundamental changes.  The Series A Notes and Series B Notes are subject to financial covenants that imposesimpose 1) a maximum debt service coverage ratio and 2) a maximum ratio of the present value of Ahana’s future cash flow to the aggregate principal amounts of all outstanding obligations.  These financial covenants are tested semi-annually for Ahana

22


Operations on a consolidated basis and on an individual basis for certain subsidiaries.  Both the Series A Notes and Series B Notes may be redeemed at any time, in whole or part, subject to a make-whole premium.  As of September 30, 2017,2018, the Company was in compliance with all of the financial covenants of the Series A Notes and the Series B Notes.

 

The Company capitalized $2.8 million of fees associated with the Series A Notes and Series B Notes which is recorded as a reduction to the debt carrying amount and will be amortized over the life of the notes.   

 

As of September 30, 2017, $2.32018, $2.0 million of the Original Ahana Debt $64.6and $58.6 million of the Series A Notes and Series B Notes remained outstanding, and $2.7$2.5 million of the capitalized fees remain unamortized.

The Original Ahana Debt, the Series A Notes and Series B Notes were classified as held for sale as part of the U.S. Solar Transaction as of September 30, 2018.  On November 6, 2018, the Company consummated the U.S. Solar Transaction, which included the transfer of the Original Ahana Debt, the Series A Notes and Series B Notes to the purchaser.  Refer to Note 6 to the Consolidated Financial Statements in this Report.    

 

One Communications Debt

In connection with the acquisition of  One Communications Transaction on May 3, 2016, the Company assumed $35.4 million in debt (the “One Communications Debt”) in the form of a loan from HSBC Bank Bermuda Limited.  The One Communications Debt was scheduled to mature in 2021, was bearing interest at the three-month LIBOR rate plus a margin of 3.25%, and had repayment being made quarterly.  As of March 31, 2017, $28.9 million of the One Communications Debt was outstanding. The One Communications Debt contained customary representations, warranties and affirmative and negative covenants (including limitations on additional debt, guaranties, sale of assets and liens) and a financial covenant that limited the maximum ratio of indebtedness less cash to annual operating cash flow.

 

25


Table of Contents

On May 22, 2017, the Company amended and restated the One Communications Debt to increase the original facility to $37.5 million.  The amended and restated debt is scheduled to mature on May 22, 2022 and bears an interest at the three month LIBOR rate plus an applicable margin rate ranging between 2.5% to 2.75% paid quarterly.  The amended and restated One Communications Debt contains customary representations, warranties and affirmative and negative covenants (including limitations on additional debt, guaranties, sale of assets and liens) and financial covenants that limit the ratio of tangible net worth to long term debt and total net debt to EBITDA and require a minimum debt service coverage ratio (net cash generated from operating activities plus interest expense less net capital expenditures to debt repayments plus interest expense).  The Company was in compliance with its covenants are tested annually commencing the fiscal year ending December 31, 2017.as of September 30, 2018

 

As a condition of the amended and restated agreement,amendment of the One Communications Debt, within 90 days of the refinance date the Company iswas required to enter into a hedging arrangement with a notional amount equal to at least 30% of the outstandingoutstanding loan balance and a term corresponding to the maturity of the One Communications Debt.  As ofIn July 2017, wethe Company entered into an amortizing interest rate swap.  This swap has been designated as a cash flow hedge, has an original notional amount of $11.0 million, has an interest rate of 1.874%, and expires in March 2022.

 

In connection with the amended and restated debt,amendment of the One Communications Debt, the Company increased the limit of its overdraft facility from $5.0 million to $10.0 million.  This facility has an interest rate of three month LIBOR plus 1.75%.

 

The Company capitalized $0.3 million of fees associated with the One Communications Debt, which is recorded as a reduction to the debt carrying amount and will be amortized over the life of the debt.   

 

As of September 30, 2017, $36.62018, $32.8 million of the One Communications Debt was outstanding, there were no borrowings under the overdraft facility, and $0.3$0.2 million of the capitalized fees remain unamortized.

 

Viya Debt (formerly Innovative Debt)

On July 1, 2016, the Company and certain of its subsidiaries entered into a $60.0 million loan agreement (the “Viya Debt”) with Rural Telephone Finance Cooperative (“RTFC”). The Viya Debt agreement contains customary representations, warranties and affirmative and negative covenants (including limitations on additional debt, guaranties,

23


sale of assets and liens) and a financial covenant that limits the maximum ratio of indebtedness less cash to annual operating cash flow.  Theflow to 3.5 to 1.0 (the “Net Leverage Ratio”).  This covenant is tested on an annual basis commencing in 2017.at the end of each fiscal year.  Interest is paid quarterly at a fixed rate of 4.0% and principal repayment is not required until maturity on July 1, 2026.  Prepayment of the Viya Debt may be subject to a fee under certain circumstances.  The debt is secured by certain assets of the Company’s Viya subsidiaries and is guaranteed by the Company.   Earlier in 2018, the Company began funding the restoration of Viya’s network following the Hurricanes through an intercompany loan arrangement which exceeded certain limitations on Viya incurring additional debt.  RTFC consented to these intercompany advances and increased the intercompany debt limit to $50.0 million.  During the three months ended September 30, 2018, RTFC increased the limit to $75.0 million at the Company’s request due to an increase in the on-going restoration and resiliency costs.

 

The Company paid a fee of $0.9 million to lock the interest rate at 4% per annum over the term of the debt.Viya Debt.  The fee was recorded as a reduction to the debtViya Debt carrying amount and will be amortized over the life of the loan. 

As of September 30, 2017,2018, $60.0 million of the Viya Debt remained outstanding and $0.8$0.7 million of the rate lock fee was unamortized.

 

8.9. GOVERNMENT GRANTS

 

Universal Service Fund

The USF is a system of subsidies and fees managed by the FCC. USF funds are disbursed to telecommunication providers through four programs: the Connect America Fund; Lifeline; Schools and Libraries Program (“E-Rate”); and Rural Health Care Support.  The Company has received funding fromparticipates in the U.S. GovernmentConnect America Fund; Lifeline, E-Rate programs, and its agencies under Stimulus and Universal Services Fund programs.  These are generally designed to fund telecommunications infrastructure expansion into rural or underserved areasRural Health Care Support programs as further described below. All of the United States.  The fundfunding programs are evaluatedsubject to determine if they represent funding related to capital expenditures (capital grants) or operating activities (income grants).certain operational and reporting compliance requirements.  The Company believes it is in compliance will all applicable requirements.     

 

Phase IThe FCC’s Mobility Fund Grants

As part ofFunds and High Cost Support programs are administered through the Federal Communications Commission’s (“FCC”) reform of its Universal Service Fund (“USF”)Connect America Fund.  The High-Cost Support program which previously provided support to carriers seeking to offersubsidizes telecommunications services in high-cost areasrural and to low-income households, theremote areas.  The FCC created the Phase I Mobility Fund (“Phase I Mobility Fund”), a one-time award meant to support wireless coverage in underserved geographic areas in the United States.

The Company has received

26


Table of Contents

$21.1 $21.1 million of Phase I Mobility Fund support to its wholesale wireless business (the “Mobility Funds”) to be used 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 was 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 from the award date.

The Mobility Funds projects and their results are included within our U.S. Telecom segment. As of September 30, 2017, the Company had received approximately $21.1 million in Mobility Funds.service.  Of these funds, $7.2 $7.2 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.  The remaining $13.9 million received offsetsoffset operating expenses from inception of which $9.0the program through part of the third quarter of 2018.  The Mobility Funds projects and their operating results are included within the Company’s U.S. Telecom segment. As part of the receipt of the Mobility Funds, the Company committed to comply with certain additional FCC construction and other requirements.    If the requirements are not met the funds may be subject to claw back provisions.  The Company currently expects to comply with all applicable requirements related to these funds. 

During the three and nine months ended September 30, 2018, the Company recorded $4.1 million has beenand $12.4 million, respectively, of revenue from High Cost Support in its International Telecom segment for its U.S. Virgin Islands operations.  Also, during the three and nine months ended September 30, 2018, the Company recorded $0.3 million and $0.9 million, respectively, of High Cost Support revenue in its US Telecom segment.  The Company is subject to date; $4.9 millioncertain operational, reporting and construction requirements as a result of this funding and the Company believes that it is in compliance with all of these requirements.  In addition, the Company recorded within current liabilitiesrevenue of $7.2 million and $15.4 million during the three and nine months ended September 30, 2018, respectively, from additional funding authorized by the FCC following the Hurricanes.     

In August 2018, the Company was awarded $79.9 million over 10 years under the Connect America Fund Phase II Auction.  The funding requires the Company to provide fixed broadband and voice services to certain eligible

24


areas in the Company’s consolidated balance sheet asUnited States.  The Company is subject to operational and reporting requirements under the program.  The Company expects to begin receiving the funding in 2019 and are still evaluating how these funds will be recorded. 

The E-Rate program provides discounted telecommunication access to eligible schools and libraries.  The E-Rate program awards providers grants to build network connectivity for eligible participants and pays recurring charges for eligible broadband services.  The grants are distributed upon completion of a project.  As of September 30, 2017.2018, the Company was awarded approximately $15.4 million of E-Rate grants with construction completion obligations between June 2019 and June 2020.  Once these projects are constructed the Company is obligated to provide service to the E-Rate program participants.  The balance sheet presentationCompany is basedin various stages of constructing the networks and has not received any of the funds.  The Company expects to meet all requirements associated with these grants.

The Company also receives funding to provide discounted telecommunication services to eligible customers under the E-Rate, Lifeline, and Rural Health Care Support Programs.  During the three and nine months ended September 30, 2018 the Company recorded revenue of $2.0 million and $6.3 million, respectively, in the aggregate from these programs.  The Company is subject to certain operational and reporting requirements under the above mentioned programs and it believes that it is in compliance with all of these requirements.  

Tribal Bidding Credit

As part of the broadcast television spectrum incentive auction, the FCC implemented a tribal lands bidding credit to encourage deployment of wireless services utilizing 600 MHz spectrum on the timinglands of federally recognized tribes.  The Company received $7.4 million under this program in the expected usagefirst quarter of 2018.  A portion of these funds will be used to offset network capital costs and a portion will be used to offset the fundscosts of supporting the networks.  The Company’s current estimate is that it will use $5.4 million to offset capital costs and, consequently, reduce future depreciation expense and $2.0 million to offset the cost of supporting the network which will reduce future operations expenses throughoperating expense.  The credits are subject to certain requirements, including deploying service by January 2021 and meeting minimum coverage metrics.  If the expiration ofrequirements are not met the arrangement in July 2018.funds may be subject to claw back provisions.  The Company currently expects to comply with all applicable requirements related to these funds.

 

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Table of Contents

9.10. EQUITY

 

Stockholders’ equity was as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 

 

 

Nine months ended September 30, 

 

 

2017

 

2016

 

 

2018

 

2017

 

 

ATN

 

Non-Controlling

 

 

 

 

ATN

 

Non-Controlling

 

Total

 

 

ATN

 

Non-Controlling

 

 

 

 

ATN

 

Non-Controlling

 

Total

 

    

International, Inc.

    

Interests

    

Total Equity

    

International, Inc.

    

Interests

    

Equity

 

    

International, Inc.

    

Interests

    

Total Equity

    

International, Inc.

    

Interests

    

Equity

 

Equity, beginning of period

 

$

677,055

 

$

132,114

 

$

809,169

 

$

680,299

 

$

81,425

 

$

761,724

 

 

$

688,727

 

$

141,496

 

$

830,223

 

$

677,055

 

$

132,114

 

$

809,169

 

Stock-based compensation

 

 

5,415

 

 

 —

 

 

5,415

 

 

5,034

 

 

 —

 

 

5,034

 

 

 

5,071

 

 

 —

 

 

5,071

 

 

5,415

 

 

 —

 

 

5,415

 

Comprehensive income:

 

 

0

 

 

0

 

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

 

 

 

Net income

 

 

(12,016)

 

 

13,535

 

 

1,519

 

 

10,206

 

 

10,400

 

 

20,606

 

 

 

18,682

 

 

10,705

 

 

29,387

 

 

(12,016)

 

 

13,535

 

 

1,519

 

Projected pension benefit obligation

 

 

513

 

 

 —

 

 

513

 

 

 —

 

 

 —

 

 

 —

 

 

 

 —

 

 

 —

 

 

 —

 

 

513

 

 

 —

 

 

513

 

Unrealized loss on securities

 

 

(65)

 

 

 —

 

 

(65)

 

 

 —

 

 

 —

 

 

 —

 

Unrealized (gain) loss on securities

 

 

226

 

 

 —

 

 

226

 

 

(65)

 

 

 —

 

 

(65)

 

Reclassifications of gains on sale of marketable securities to net income

 

 

(1,044)

 

 

 —

 

 

(1,044)

 

 

 —

 

 

 —

 

 

 —

 

 

 

 —

 

 

 —

 

 

 —

 

 

(1,044)

 

 

 —

 

 

(1,044)

 

Foreign Currency translation adjustment

 

 

921

 

 

 

 

921

 

 

(200)

 

 

 

 

(200)

 

 

 

(6,093)

 

 

 —

 

 

(6,093)

 

 

921

 

 

 

 

921

 

Total comprehensive income

 

 

(11,691)

 

 

13,535

 

 

1,844

 

 

10,006

 

 

10,400

 

 

20,406

 

Total comprehensive income (loss)

 

 

12,815

 

 

10,705

 

 

23,520

 

 

(11,691)

 

 

13,535

 

 

1,844

 

Issuance of common stock upon exercise of stock options

 

 

1,057

 

 

 —

 

 

1,057

 

 

1,371

 

 

 —

 

 

1,371

 

 

 

571

 

 

 —

 

 

571

 

 

1,057

 

 

 —

 

 

1,057

 

Dividends declared on common stock

 

 

(13,680)

 

 

 —

 

 

(13,680)

 

 

(15,838)

 

 

 —

 

 

(15,838)

 

 

 

(8,116)

 

 

 —

 

 

(8,116)

 

 

(13,680)

 

 

 —

 

 

(13,680)

 

Distributions to non-controlling interests

 

 

 —

 

 

(3,761)

 

 

(3,761)

 

 

 —

 

 

(7,828)

 

 

(7,828)

 

 

 

 —

 

 

(15,487)

 

 

(15,487)

 

 

 —

 

 

(3,761)

 

 

(3,761)

 

Investments made by non-controlling interests

 

 

 

 

123

 

 

123

 

 

 

 

22,409 (1)

 

 

22,409

 

 

 

 —

 

 

 —

 

 

 —

 

 

 

 

123

 

 

123

 

Acquisition of One Communications

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

32,717

 

 

32,717

 

Acquisition of Viya

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

221

 

 

221

 

Acquisition from non-controlling interests

 

 

 —

 

 

 —

 

 

 —

 

 

(306)

 

 

(270)

 

 

(576)

 

Loss on deconsolidation of subsidiary

 

 

 —

 

 

529

 

 

529

 

 

 —

 

 

 —

 

 

 —

 

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

529

 

 

529

 

Change in accounting method- adoption of ASC 2016-09

 

 

110

 

 

 —

 

 

110

 

 

 

 

 —

 

 

 —

 

Change in accounting method- adoption of ASU 2016-09

 

 

 —

 

 

 —

 

 

 —

 

 

110

 

 

 —

 

 

110

 

Change in accounting method- adoption of ASU 2014-09

 

 

1,488

 

 

1,147

 

 

2,635

 

 

 —

 

 

 —

 

 

 —

 

Repurchase of non-controlling interests

 

 

(670)

 

 

(434)

 

 

(1,104)

 

 

(4,105)

 

 

(2,940)

 

 

(7,045)

 

 

 

1,273

 

 

(6,469)

 

 

(5,196)

 

 

(670)

 

 

(434)

 

 

(1,104)

 

Purchase of treasury stock

 

 

(12,968)

 

 

 —

 

 

(12,968)

 

 

(4,755)

 

 

 —

 

 

(4,755)

 

 

 

(4,174)

 

 

 —

 

 

(4,174)

 

 

(12,968)

 

 

 —

 

 

(12,968)

 

Equity, end of period

 

$

644,628

 

$

142,106

 

$

786,734

 

$

671,706

 

$

136,134

 

$

807,840

 

 

$

697,655

 

$

131,392

 

$

829,047

 

$

644,628

 

$

142,106

 

$

786,734

 

 

(1)

During the nine months ended September 30, 2016, the holder of a non-controlling interest in one of ATN’s U.S. Telecom subsidiaries contributed $21.7 million of cash to the subsidiary. ATN maintained a controlling interest in the subsidiary both before and after the contribution.

11.  INCOME TAXES

The Company’s effective tax rate for the three months ended September 30, 2018 and 2017 was 25.1% and 4.0%, respectively.  The effective tax rate for the three months ended September 30, 2018 was primarily impacted by the following items: (i) a $1.5 million increase (net) of unrecognized tax positions recognized discretely,  (ii) a $516 

2826


 

Tablethousand benefit (net) to record a return to accrual adjustment recognized discretely, (iii) a $1.4 million benefit (net) to record a valuation allowance release on an indefinite lived intangible asset  recognized discretely, and  (iv) the mix of Contentsincome generated among the jurisdictions in which the Company operates along with the exclusion of losses in jurisdictions where the Company cannot benefit from those losses as required by ASC 740-270-30-36(a), primarily in the U.S. Virgin Islands and India. 

The effective tax rate for the three months ended September 30, 2017 was primarily impacted by the following items: (i) the exclusion of losses in jurisdictions where the Company cannot benefit from those losses as required by ASC 740-270-30-36(a), primarily in the U.S. Virgin Islands, (ii) a $3.4 million benefit for the net capital loss due to the stock sales of its businesses in New England, New York and St. Maarten, (iii) a $3.4 million amended return refund claim filed for tax year 2013 recognized discretely, (iv) a $228 thousand increase (net) in unrecognized tax benefits recognized discretely, (v) a $536 thousand benefit (net) to record a return to accrual adjustment recognized discretely and, (vi) the mix of income generated among the jurisdictions in which the Company operates.  

The Company’s effective tax rate for the nine months ended September 30, 2018 and 2017 was 30.7% and 76.1%, respectively.  The effective tax rate for the nine months ended September 30, 2018 was primarily impacted by the following items:  (i) a $2.0 million increase (net) of unrecognized tax positions recognized discretely, (ii) a $585 thousand benefit (net) to record a return to accrual adjustment recognized discretely, (iii)  a $514 thousand benefit for the release of a capital loss valuation allowance due to a capital gain on a sale of a wireless license, (iv) a $1.4 million benefit (net) to record a valuation allowance adjustment on an indefinite lived intangible asset  recognized discretely, (v) a $695 thousand provision for the intercompany sale of assets from the U.S. to the U.S. Virgin Islands, and (vi) the mix of income generated among the jurisdictions in which the Company operates along with the exclusion of losses in jurisdictions where the Company cannot benefit from those losses as required by ASC 740-270-30-36(a), primarily in the U.S. Virgin Islands and India. 

The effective tax rate for the nine months ended September 30, 2017 was primarily impacted by the following items: (i) the exclusion of losses in jurisdictions where the Company cannot benefit from those losses as required by ASC 740-270-30-36(a), primarily in the U.S. Virgin Islands, (ii) a $3.4 million benefit for the net capital loss due to the stock sales of its businesses in New England, New York and St. Maarten, (iii) a $3.4 million amended return refund claim filed for tax year 2013 recognized discretely in the third quarter, (iv) a $683 thousand increase (net) in unrecognized tax benefits related to current year and prior year positions recognized discretely in respective quarters, (v) a $367 thousand benefit (net) to record  return to accrual adjustments recognized discretely in the respective quarter and, (vi) the mix of income generated among the jurisdictions in which the Company operates.

The Company’s effective tax rate is based upon estimated income before provision for income taxes for the year, composition of the income in different countries, and adjustments, if any, in the applicable quarterly periods for potential tax consequences, benefits and/or resolutions of tax contingencies. The Company’s consolidated tax rate will continue to be impacted by any transactional or one-time items in the future and the mix of income in any given year generated among the jurisdictions in which it operates.  Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, the Company made reasonable estimates of the effects and recorded provisional amounts in its consolidated financial statements as of December 31, 2017. In the third quarter of 2018 the Company made adjustments to the provisional amounts, including continued refinements to its deferred taxes of a $0.4 million provision from the $18.0 million benefit recorded at year-end and a $2.5 million provision on the deemed repatriation of undistributed foreign earnings in addition to the $7.4 million provision recorded at year-end. The Company continues to collect and prepare necessary data, and interpret the Tax Act and any additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service (“IRS”), and other standard-setting bodies. The accounting for the tax effects of the Tax Act will be completed by the end of 2018.  While the Company believes it has adequately provided for all tax positions, amounts asserted by taxing authorities could materially differ from its accrued positions as a result of uncertain and complex application of tax law and regulations.  Additionally, the recognition and measurement of certain tax benefits include estimates and judgment by management. Accordingly, the Company could record additional provisions or benefits for U.S. federal, state, and foreign tax matters in future periods as new information becomes available.

27


 

10.12. NET INCOME (LOSS) PER SHARE

 

For the three and nine months ended September 30, 20172018 and 2016,2017, outstanding stock options were the only potentially dilutive securities. The reconciliation from basic to diluted weighted average shares of common stock outstanding is as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended  September 30, 

 

Nine months ended September 30, 

 

 

Three months ended  September 30, 

 

Nine months ended September 30, 

 

    

2017

    

2016

    

2017

    

2016

 

    

2018

    

2017

    

2018

    

2017

 

Basic weighted-average shares of common stock outstanding

 

16,178

 

16,148

 

16,177

 

16,128

 

 

15,958

 

16,178

 

15,987

 

16,177

 

Stock options

 

 —

 

93

 

 —

 

100

 

 

63

 

 —

 

55

 

 —

 

Diluted weighted-average shares of common stock outstanding

 

16,178

 

16,241

 

16,177

 

16,228

 

 

16,021

 

16,178

 

16,042

 

16,177

 

 

The above calculation does not include approximately 5,000 shares related to certain stock options because the effects of such options were anti-dilutive during both the three and nine months ended September 30, 2016, respectively.

 

11.

13. SEGMENT REPORTING

 

The Company’sCompany has the following three reportable segments consist of the following:and operating segments: i) U.S. Telecom, consisting of the Company’s former U.S. Wireless and U.S. Wireline segments, ii) International Telecom, consisting of the Company’s former Island Wireless and International Integrated Telephony segments and the results of its One Communications and Viya Acquisitions as discussed below, and iii) Renewable Energy, consisting of the Company’s former Renewable Energy segment and the results of its Vibrant Energy Acquisition. Energy.

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended September 30, 2017

For the Three Months Ended September 30, 2018

For the Three Months Ended September 30, 2018

    

 

 

    

 

    

 

 

    

 

 

 

 

 

    

 

 

    

 

    

 

 

    

 

 

 

 

 

 

U.S.

 

International

 

Renewable

 

Corporate and

 

 

 

 

U.S.

 

International

 

Renewable

 

Corporate and

 

 

 

 

Telecom

 

Telecom

 

Energy

 

Other (1)

 

Consolidated

 

Telecom

 

Telecom

 

Energy

 

Other (1)

 

Consolidated

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless

 

$

36,830

 

$

20,424

 

$

 —

 

$

 —

 

$

57,254

 

$

29,784

 

$

22,219

 

$

 —

 

$

 —

 

$

52,003

Wireline

 

 

2,336

 

 

53,973

 

 

 —

 

 

 —

 

 

56,309

 

 

2,024

 

 

61,693

 

 

 —

 

 

 —

 

 

63,717

Renewable Energy

 

 

 —

 

 

 —

 

 

4,974

 

 

 —

 

 

4,974

 

 

 —

 

 

 —

 

 

5,418

 

 

 —

 

 

5,418

Equipment and Other

 

 

945

 

 

2,614

 

 

36

 

 

 —

 

 

3,595

Total Revenue

 

 

40,111

 

 

77,011

 

 

5,010

 

 

 —

 

 

122,132

 

 

31,808

 

 

83,912

 

 

5,418

 

 

 —

 

 

121,138

Depreciation and amortization

 

 

6,301

 

 

12,088

 

 

1,656

 

 

1,112

 

 

21,157

 

 

5,665

 

 

12,441

 

 

1,819

 

 

1,459

 

 

21,384

Non-cash stock-based compensation

 

 

 —

 

 

 8

 

 

29

 

 

1,621

 

 

1,658

 

 

 —

 

 

20

 

 

29

 

 

1,344

 

 

1,393

Operating income (loss)

 

 

15,987

 

 

(28,491)

 

 

976

 

 

(7,997)

 

 

(19,525)

 

 

22,774

 

 

16,239

 

 

(177)

 

 

(8,012)

 

 

30,824

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended September 30, 2016

For the Three Months Ended September 30, 2017

For the Three Months Ended September 30, 2017

    

 

 

    

    

    

 

 

    

 

 

    

 

 

    

 

 

    

    

    

 

 

    

 

 

    

 

 

 

U.S.

 

International

 

Renewable

 

Corporate and

 

 

 

 

U.S.

 

International

 

Renewable

 

Corporate and

 

 

 

 

Telecom

 

Telecom

 

Energy

 

Other (1)

 

Consolidated

 

Telecom

 

Telecom

 

Energy

 

Other (1)

 

Consolidated

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless

 

$

40,076

 

$

21,075

 

$

 —

 

$

 —

 

$

61,151

 

$

37,774

 

$

22,531

 

$

 —

 

$

 —

 

$

60,305

Wireline

 

 

6,936

 

 

59,193

 

 

 —

 

 

 —

 

 

66,129

 

 

2,336

 

 

54,481

 

 

 —

 

 

 —

 

 

56,817

Renewable Energy

 

 

 —

 

 

 —

 

 

5,784

 

 

 —

 

 

5,784

 

 

 —

 

 

 —

 

 

5,010

 

 

 —

 

 

5,010

Equipment and Other

 

 

548

 

 

5,045

 

 

138

 

 

 —

 

 

5,731

Total Revenue

 

 

47,560

 

 

85,313

 

 

5,922

 

 

 —

 

 

138,795

 

 

40,110

 

 

77,012

 

 

5,010

 

 

 —

 

 

122,132

Depreciation and amortization

 

 

6,211

 

 

12,861

 

 

1,227

 

 

1,567

 

 

21,866

 

 

6,301

 

 

12,088

 

 

1,656

 

 

1,112

 

 

21,157

Non-cash stock-based compensation

 

 

 —

 

 

 —

 

 

28

 

 

1,371

 

 

1,399

 

 

 —

 

 

 8

 

 

29

 

 

1,621

 

 

1,658

Operating income (loss)

 

 

18,120

 

 

11,358

 

 

2,822

 

 

(10,219)

 

 

22,081

 

 

15,987

 

 

(28,531)

 

 

976

 

 

(7,997)

 

 

(19,565)

 

2928


 

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended September 30, 2017

For the Nine Months Ended September 30, 2018

For the Nine Months Ended September 30, 2018

    

 

 

    

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

    

 

 

    

 

 

    

 

 

 

U.S.

 

International

 

Renewable

 

Corporate and

 

 

 

 

U.S.

 

International

 

Renewable

 

Corporate and

 

 

 

 

Telecom

 

Telecom

 

Energy

 

Other (1)

 

Consolidated

 

Telecom

 

Telecom

 

Energy

 

Other (1)

 

Consolidated

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless

 

$

108,499

 

$

59,446

 

$

 —

 

$

 —

 

$

167,945

 

$

85,767

 

$

67,279

 

$

 —

 

$

 —

 

$

153,046

Wireline

 

 

10,443

 

 

171,125

 

 

 —

 

 

 —

 

 

181,568

 

 

4,824

 

 

168,259

 

 

 —

 

 

 —

 

 

173,083

Renewable Energy

 

 

 —

 

 

 —

 

 

14,765

 

 

 —

 

 

14,765

 

 

 —

 

 

 —

 

 

17,272

 

 

 —

 

 

17,272

Equipment and Other

 

 

1,939

 

 

7,101

 

 

174

 

 

 —

 

 

9,214

Total Revenue

 

 

120,881

 

 

237,672

 

 

14,939

 

 

 —

 

 

373,492

 

 

90,591

 

 

235,538

 

 

17,272

 

 

 —

 

 

343,401

Depreciation and amortization

 

 

19,098

 

 

38,339

 

 

4,941

 

 

3,526

 

 

65,904

 

 

19,013

 

 

35,907

 

 

5,492

 

 

4,190

 

 

64,602

Non-cash stock-based compensation

 

 

 —

 

 

146

 

 

86

 

 

5,205

 

 

5,437

 

 

 —

 

 

68

 

 

86

 

 

4,917

 

 

5,071

Operating income (loss)

 

 

44,520

 

 

(7,713)

 

 

3,263

 

 

(25,952)

 

 

14,118

 

 

35,839

 

 

37,450

 

 

3,687

 

 

(26,190)

 

 

50,786

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended September 30, 2016

For the Nine Months Ended September 30, 2017

For the Nine Months Ended September 30, 2017

    

 

 

    

 

    

 

 

    

 

 

 

 

 

    

 

 

    

 

    

 

 

    

 

 

 

 

 

 

U.S.

 

International

 

Renewable

 

Corporate and

 

 

 

 

U.S.

 

International

 

Renewable

 

Corporate and

 

 

 

 

Telecom

 

Telecom

 

Energy

 

Other (1)

 

Consolidated

 

Telecom

 

Telecom

 

Energy

 

Other (1)

 

Consolidated

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless

 

$

117,194

 

$

60,106

 

$

 —

 

$

 —

 

$

177,300

 

$

110,398

 

$

65,379

 

$

 —

 

$

 —

 

$

175,777

Wireline

 

 

18,793

 

 

103,397

 

 

 —

 

 

 —

 

 

122,190

 

 

10,483

 

 

172,294

 

 

 —

 

 

 —

 

 

182,777

Renewable Energy

 

 

 —

 

 

 —

 

 

16,935

 

 

 —

 

 

16,935

 

 

 —

 

 

 —

 

 

14,938

 

 

 —

 

 

14,938

Equipment and Other

 

 

1,716

 

 

10,071

 

 

259

 

 

 —

 

 

12,046

Total Revenue

 

 

137,703

 

 

173,574

 

 

17,194

 

 

 —

 

 

328,471

 

 

120,881

 

 

237,673

 

 

14,938

 

 

 —

 

 

373,492

Depreciation and amortization

 

 

17,510

 

 

27,376

 

 

3,642

 

 

4,385

 

 

52,913

 

 

19,098

 

 

38,339

 

 

4,941

 

 

3,526

 

 

65,904

Non-cash stock-based compensation

 

 

 —

 

 

 —

 

 

86

 

 

4,946

 

 

5,032

 

 

 —

 

 

146

 

 

86

 

 

5,205

 

 

5,437

Operating income (loss)

 

 

39,698

 

 

28,320

 

 

(734)

 

 

(27,398)

 

 

39,886

 

 

44,520

 

 

(7,832)

 

 

3,263

 

 

(25,953)

 

 

13,998

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Corporate and Other items refer to corporate overhead costs and consolidating adjustments

Selected balance sheet data for each of our segments as of September 30, 2017 and December 31, 2016 consists of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

 

    

 

 

    

 

    

    

 

 

 

 

U.S.

 

International

 

Renewable

 

Corporate and

 

 

 

 

 

Telecom

 

Telecom

 

Energy

 

Other (1)

 

Consolidated

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash, Cash equivalents, and Investments

 

$

31,328

 

$

111,336

 

$

19,147

 

$

70,643

 

$

232,454

Total current assets

 

 

61,473

 

 

163,235

 

 

25,301

 

 

84,729

 

 

334,738

Fixed assets, net

 

 

100,349

 

 

347,421

 

 

158,554

 

 

18,271

 

 

624,595

Goodwill

 

 

35,268

 

 

25,421

 

 

3,280

 

 

 —

 

 

63,969

Total assets

 

 

221,528

 

 

586,747

 

 

201,024

 

 

174,719

 

 

1,184,018

Total current liabilities

 

 

53,065

 

 

86,359

 

 

18,561

 

 

15,692

 

 

173,677

Total debt

 

 

 —

 

 

95,464

 

 

64,187

 

 

 —

 

 

159,651

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash, Cash equivalents, and Investments

 

$

22,235

 

$

97,681

 

$

27,378

 

$

131,664

 

$

278,958

Total current assets

 

 

50,983

 

 

143,201

 

 

37,440

 

 

135,745

 

 

367,369

Fixed assets, net

 

 

129,274

 

 

372,741

 

 

130,268

 

 

15,429

 

 

647,712

Goodwill

 

 

35,268

 

 

24,326

 

 

3,279

 

 

 —

 

 

62,873

Total assets

 

 

240,006

 

 

597,454

 

 

190,253

 

 

170,505

 

 

1,198,218

Total current liabilities

 

 

23,162

 

 

95,502

 

 

12,603

 

 

18,838

 

 

150,105

Total debt

 

 

 —

 

 

91,316

 

 

65,507

 

 

 —

 

 

156,823

30


Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Expenditures

 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

U.S.

 

 

International

 

 

Renewable

 

 

Corporate and

 

 

 

 

 

Nine months ended September 30, 

 

 

Telecom

 

 

Telecom

 

 

Energy

 

 

Other (1)

 

 

Consolidated

 

 

2017

 

$

17,396

 

$

54,775

 

$

31,327

 

$

4,778

 

$

108,276

 

 

2016

 

 

26,709

 

 

36,543

 

 

10,326

 

 

4,877

 

 

78,455

 

 

(1)

Corporate and Other items refer to corporate overhead costs and consolidating adjustments.adjustments

 

 

12.

29


Selected balance sheet data for each of the Company’s segments as of September 30, 2018 and December 31, 2017 consists of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

 

    

 

 

    

 

    

    

 

 

 

 

U.S.

 

International

 

Renewable

 

Corporate and

 

 

 

 

 

Telecom

 

Telecom

 

Energy

 

Other (1)

 

Consolidated

September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash, Cash equivalents, and Investments

 

$

25,202

 

$

50,753

 

$

12,085

 

$

73,386

 

$

161,426

Assets held for sale

 

 

 —

 

 

 —

 

 

97,477

 

 

 —

 

 

97,477

Total current assets

 

 

48,003

 

 

99,624

 

 

121,070

 

 

80,600

 

 

349,297

Fixed assets, net

 

 

80,088

 

 

473,086

 

 

41,716

 

 

19,537

 

 

614,427

Goodwill

 

 

35,269

 

 

25,421

 

 

3,280

 

 

 —

 

 

63,970

Total assets

 

 

187,831

 

 

640,123

 

 

178,663

 

 

177,433

 

 

1,184,050

Liabilities held for sale

 

 

 —

 

 

 —

 

 

80,673

 

 

 —

 

 

80,673

Total current liabilities

 

 

23,825

 

 

84,310

 

 

84,659

 

 

22,532

 

 

215,326

Total debt

 

 

 —

 

 

91,871

 

 

 —

 

 

 —

 

 

91,871

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash, Cash equivalents, and Investments

 

$

19,585

 

$

110,700

 

$

8,120

 

$

76,627

 

$

215,032

Total current assets

 

 

40,975

 

 

190,396

 

 

18,060

 

 

93,497

 

 

342,928

Fixed assets, net

 

 

99,462

 

 

367,485

 

 

158,447

 

 

17,752

 

 

643,146

Goodwill

 

 

35,269

 

 

25,421

 

 

3,280

 

 

 —

 

 

63,970

Total assets

 

 

200,142

 

 

629,007

 

 

192,406

 

 

184,050

 

 

1,205,605

Total current liabilities

 

 

41,248

 

 

91,887

 

 

14,754

 

 

13,816

 

 

161,705

Total debt

 

 

 —

 

 

94,577

 

 

61,215

 

 

 —

 

 

155,792

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Expenditures

 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

U.S.

 

 

International

 

 

Renewable

 

 

Corporate and

 

 

 

 

 

Nine months ended September 30, 

 

 

Telecom

 

 

Telecom

 

 

Energy

 

 

Other (1)

 

 

Consolidated

 

 

2018

 

$

9,461

 

$

136,790

(2)

$

1,642

 

$

6,385

 

$

154,278

 

 

2017

 

 

17,396

 

 

54,775

 

 

31,327

 

 

4,778

 

 

108,276

 

 

(1)

Corporate and other items refer to corporate overhead costs and consolidating adjustments

(2)

Includes $78.9 million of expenditures used to rebuild the Company’s damaged networks in the U.S. Virgin Islands which was impacted by the Hurricanes.  These expenditures were financed, in part, by the $34.6 million of insurance proceeds the Company received during the first quarter of 2018.

14. COMMITMENTS AND CONTINGENCIES

 

Regulatory and Litigation Matters

 

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

Currently, theThe Company’s Guyana subsidiary, GTT, holds a license to provide domestic fixed services and international voice and data services in Guyana on an exclusive basis until December 2030. Since 2001, the Government of Guyana

30


has stated its intention to introduce additional competition into Guyana’s telecommunications sector. In connection therewith, the Company and GTT have met on several occasions with officials of the Government of Guyana to discuss potential modifications of GTT’s exclusivity and other rights under the existing agreement and license. On July 18, 2016, the Guyana Parliament passed telecommunications legislation, and on August 5, 2016, the legislation was signed into law that introduces material changes to many features of Guyana’s existing telecommunications regulatory regime with the intention of creating a more competitive market.  The legislation does not have the effect of terminating the Company’s exclusive license.  Instead the legislation as passed requires the Minister of Telecommunications to conduct further proceedings and issue implementing orders to enact the various provisions of the legislation, including the issuance of competing licenses.  The Company cannot predict the manner in which or when the legislation will be implemented by the Minister of Telecommunications. 

In December 2016January 2018 the Government of Guyana and the Company met to discuss modifications of the Company’s exclusivity rights and other rights under its existing agreement and license.  Those discussions are on-going, however, there can be no assurance that those discussions will be concluded before the Government issues new licenses contemplated by the legislation or at all, or that such discussions will satisfactorily address the Company’s contractual exclusivity rights.  Although the Company believes that it would be entitled to damages or other compensation for any involuntary termination of its contractual exclusivity rights, it cannot guarantee that the Company would prevail in a proceeding to enforce its rights or that its actions would effectively halt any unilateral action by the Government.

Historically, GTT   has been subject to other litigation proceedings and disputes in Guyana that, while not conclusively resolved, to the Company’s knowledge have not been the subject of discussions or other significant activity in the last five years. It is possible, but not likely,the Company believes unlikely, that these disputes, as discussed below, may be revived. The Company believes that none of these additional proceedings would, in the event of an adverse outcome, have a material impact on the Company’s consolidated financial position, results of operation or liquidity.

In a letter dated September 8, 2006, the National Frequency Management Unit (“NFMU”) agreed that total spectrum fees in Guyana should not increase for the years 2006 and 2007. However, that letter implied that spectrum fees in 2008 and onward may be increased beyond the amount GTT agreed to with the Government. GTT has objected to the NFMU’s proposed action and reiterated its position that an increase in fees prior to development of an acceptable methodology would violate the Government’s prior agreement. In 2011, GTT paid the NFMU $2.6 million representing payments in full for 2008, 2009 and 2010. However, by letter dated November 23, 2011, the NFMU stated that it did not concur with GTT’s inference that the amount was payment in full for the specified years as it was theirNFMU’s continued

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opinion that the final calculation for GSM spectrum fees was not agreed upon and was still an outstanding issue. By further letter dated November 24, 2011, the NFMU further rejected a proposal that was previously submitted jointly by GTT  and another communications provider that outlined a recommended methodology for the calculation of these fees. The NFMU stated that it would prepare its own recommendation for consideration by the Minister of Telecommunications, who would decide the matter. GTT  has paid undisputed spectrum fees according to the methodology used for its 2011 payments, and has reserved amounts payable according to this methodology. There have been limited further discussions on this subject and GTT has not had the opportunity to review any recommendation made by the NFMU to the Minister.

In November 2007, Caribbean Telecommunications Limited (“CTL”) filed a complaint in the U.S. District Court for the District of New Jersey against GTT and ATN claiming breach of an interconnection agreement for domestic cellular services in Guyana and related claims. CTL asserted over $200 million in damages.  GTT and ATN moved to dismiss the complaint on procedural and jurisdictional grounds. On January 26, 2009, the court granted the motions to dismiss the complaint on the grounds asserted. In November 2009 and again in April 2013, CTL filed and then abandoned a similar claim against GTT and the Public Utility Commission in the High Court of Guyana. CTL once more filed a similar claim against the Company in December 2017, seeking damages of $25 million; however, this matter was dismissed in May 2018. CTL made an untimely filing for an appeal thereafter, which the court subsequently denied.  

On May 8, 2009, a GTT competitor, Digicel, filed a lawsuit in Guyana challenging the legality of GTT’s exclusive license rights under Guyana’s constitution. Digicel initially filed this lawsuit against the Attorney General of Guyana on May 13, 2009, GTT petitioned to intervene in the suit in order to oppose Digicel’s claims and GTT’s petition was granted on May 18, 2009. GTT filed an answer to the charge on June 22, 2009.  The case remains pending. The

31


Company believes that any legal challenge to GTT’s exclusive license rights granted in 1990 is without merit and the Company intends to defend vigorously against such legal challenge.

GTT has filed several lawsuits in the High Court of Guyana asserting that, despite its denials, Digicel is engaged in international bypass in violation of GTT’sGTT’s exclusive license rights, the interconnection agreement between the parties, and the laws of Guyana. GTT is seeking injunctive relief to stop the illegal bypass activity and money damages. Digicel filed counterclaims alleging that GTT has violated the terms of the interconnection agreement and Guyana laws.  These suits, filed in 2010 and 2012, have yetbeen consolidated with Digicel’s constitutional challenge described above and is scheduled to proceed to trial and it remains uncertain as to when a trial date may be set.  in the second quarter of 2019.  GTT intends to prosecute these matters vigorously.

 

GTT is also involved in several legal claims regarding its tax filings with the Guyana Revenue Authority dating back to 1991 regarding the deductibility of intercompany advisory fees as well as other tax assessments. The Company maintains that any liability GTT might be found to have with respect to the disputed tax assessments, totaling $44.1 million, would be offset in part by the amounts necessary to ensure that GTT’s return on investment was no less than 15% per annum for the relevant periods.  The Company believes that some adverse outcome is probable and has accordingly accrued $5.0 million as of September 30, 20172018 for these matters.

15. PLATFORM INVESTMENTS

During the third quarter of 2017, the Company completed its investment in a managed services and technology business based in Bermuda.

During the second quarter of 2018, the Company established a new platform, based in the United States, to develop in-building wireless network technology that enables building owners to capitalize on the growing demand for better indoor wireless solutions.  Also during the second quarter of 2018, the Company established a new platform, based in the United States, to further develop large scale fiber networks to serve the telecommunications and content provider industries with network infrastructure to develop network solutions.

16. SUBSEQUENT EVENTS

On November 6, 2018, the Company completed the sale of its U.S. solar business that owns and manages distributed generation solar power projects operated under the Ahana name in Massachusetts, California and New Jersey to CleanCapital Holdco 4, LLC. The transaction has a total value of approximately $122.6 million, which includes a cash purchase price of $65.4 million and the assumption of approximately $57.2 million in debt, and is subject to certain other post-closing adjustments.  Approximately $6.5 million of the purchase price will be held in escrow for a period of twelve months after the closing to secure the Company’s indemnification obligation and the Company expects to record a gain between $10 million and $15 million during the fourth quarter of 2018.

 

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

 

The discussion and analysis of our financial condition and results of operations that follows are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ significantly from these estimates under different assumptions or conditions. This discussion should be read in conjunction with our condensed consolidated financial statements herein and the accompanying notes thereto, and our Annual Report on Form 10-K for the year ended December 31, 20162017 (our “2016“2017 Annual Report on Form 10-K”), and in particular, the information set forth therein under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

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Overview

 

We are a holding company that, through our operating subsidiaries, (i) provides wireless and wireline telecommunications services in North America, Bermuda and the Caribbean, (ii) develops, owns and operates commercial distributed generation solar power systems in the United States and India, and (iii) owns and operates terrestrial and submarine fiber optic transport systems in the United States and in the Caribbean. We were incorporated in Delaware in 1987, and began trading publicly in 1991.1991 and spun off more than half of our operations to stockholders in 1998.  Since that time, we have engaged in strategic acquisitions and investments to grow our operations. We actively evaluate additional domestic and international acquisition, divestiture, and investment opportunities and other strategic transactions in the telecommunications, energy-related and other industries that meet our return-on-investment and other acquisition criteria. For a discussion of our investment strategy

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and risks involved, see Risk“Risk Factors—We are actively evaluating investment, acquisition and other strategic opportunities, which may affect our long-term growth prospects.prospects.” in our 20162017 Annual Report on Form 10-K.

 

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 United States. We also offer wireless voice and data services to retail and wholesale customers in Bermuda, Guyana, the U.S. Virgin Islands, and the United States.

 

·

Wireline.  Our wireline services include local telephone and data services in Bermuda, the Cayman Islands, Guyana, the U.S. Virgin Islands, and the United States.  Our wireline services also include video services in Bermuda, the Cayman Islands, and the U.SU.S. Virgin Islands.  In addition, weWe offer wholesale long‑distance voice services to telecommunications carriers. Through March 8, 2017, we also offered facilities‑based integrated voice and data communications services and wholesale transport services to enterprise and residential customers in New England, primarily Vermont, and in New York State.

·

Renewable Energy.   In the United States, we provideprovided distributed generation solar power to corporate and municipal customers. Beginning in April 2016, we began developingcustomers through November 6, 2018. We also own and develop projects in India to provideproviding distributed generation solar power to corporate customers.

 

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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, 2017:2018:

 

 

 

 

 

 

 

 

 

Segment

   

Services

   

Markets

   

Tradenames

 

U.S. Telecom

 

Wireless

 

United States (rural markets)

 

Commnet, Choice, Choice NTUA Wireless, WestNet, Geoverse

 

 

 

Wireline

 

United States

 

Essextel, Deploycom

 

International Telecom

 

Wireline

 

Bermuda, Guyana, U.S. Virgin Islands, Cayman Islands

 

One, (formerly Logic in Bermuda), GTT+, Viya, (formerly Innovative), Logic, Fireminds

 

 

 

Wireless

 

Bermuda, Guyana, U.S. Virgin Islands

 

One, (formerly CellOne), GTT+, Viya (formerly Innovative and Choice)

 

 

 

Video Services

 

Bermuda, U.S. Virgin Islands, Cayman Islands

 

One, (formerly Bermuda CableVision), Viya, (formerly Innovative), Logic

 

Renewable Energy

 

Solar

 

United States (Massachusetts, California, and New Jersey), India

 

Ahana Renewables, Vibrant Energy

 

 

On November 6, 2018, we completed the sale of our renewable energy business in the United States to CleanCapital Holdco 4, LLC.

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 arerevenues, which is eliminated in consolidation.

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For information about our financial segments, see Note 13 to the Unaudited Condensed Consolidated Financial Statements included in this Report.

 

Impact of Hurricanes Irma and Maria

 

During September 2017, the economy, our customer base and our operations and customers in the U.S. Virgin Islands were severely impacted by HurricaneHurricanes Irma and subsequently Hurricane Maria (collectively, the “Hurricanes”).  Both our wireless and wireline networks and commercial operations were severely damaged by these storms.  As a result of the significant damage to our wireline network and the ongoing lack of consistent commercial power in the territory, we have beenwere unable to provide most of our wireline services, which comprise the majority of revenue in thethis business, since the Hurricanes.  Accordingly, we issued approximately $4.4 million of service credits to our subscribers in September which are reflected as a reduction of our wireline revenue within our International Telecom segment.  Due to the ongoing poor conditions on the islands, the continued lack of consistent commercial power, and the damage to our wireline infrastructure, we currently expect this impact to wireline revenue to continue for the next several quarters and estimate that it will be most pronounced in the fourth quarter of 2017.

As of November 9, 2017, our preliminary assessment of the level of wireline and wireless network damage byafter the Hurricanes and corresponding loss has been estimated as $35.2 million.  This amount, along with $1.4through much of 2018 to date. 

During the three months ended September 30, 2018, we received $7.2 million ofin additional operating expenses that we specifically incurred duringfunding from the quarterFederal Communications Commission’s (“FCC”) Universal Service Fund (“USF”), which largely contributed to address the impact of the Hurricanes, has been recordeda $4.6 million increase in our statement of operations forrevenues in that market as compared to the three andsame period in 2017.   For the nine months ended September 30, 2018, we received a total of $15.4 million in additional USF funding which offset $11.6 million decrease in revenue as compared to the same period in 2017.    TheThis level of additional funding will not continue in future quarters.     

During the nine months ended September 30, 2018, we spent $78.9 million for network damage assessmentrestoration and losses on damaged assets is based on information knownresiliency enhancements which allowed the reconnection of a significant majority of households and businesses as of the filingperiod end.  We expect that our wireline network restoration work is substantially complete, however, returning our revenue to pre-Hurricane levels may take significant time as a result of this Form 10-Q.  Givenpopulation movements, the conditions ineconomic impact the USVI, including curfews, limited access to areas ofHurricanes had on the islandsmarket, and the lack of consistent commercial power, additional damages may be discovered upon being able to fully access these areas and/or once commercial power is restored and we can bring our networks fully online.  This assessment will continue to be updated in subsequent quarters as more information becomes available.   subscriber base’s appetite for continued wireline services.

 

We have insurance coverage for a combination of replacement costs of damaged property, extra expenses and business interruption and could potentially receive proceeds up to an aggregate of approximately $34.0 million against these insurance claims but we believe that total losses for these items will exceed these aggregate proceeds.  We do not expect to record any insurance recovery, however, until 2018, when our assessment is complete and we can determine the amount and nature of our claims under our insurance policies.

 

Acquisitions

International Telecom

During 2016, we completed our acquisitions of a controlling interest in One Communications (formerly KeyTech Limited) as well as all of the membership interests of Caribbean Asset Holdings LLC, the holding company for the Viya (formerly Innovative) group of companies (collectively, the “2016 International Telecom Acquisitions”).

One Communications (formerly KeyTech Limited)

On May 3, 2016, we completed our acquisition of a controlling interest in One Communications Ltd. (formerly known as KeyTech Limited, “One Communications”), a publicly held Bermuda company listed on the Bermuda Stock Exchange (“BSX”) that provides broadband and cable television services and other telecommunications services to residential and enterprise customers under the “One Communications” name in Bermuda and the “Logic” name in the Cayman Islands (the “One Communications Acquisition”).  Subsequent to the completion of our acquisition, One Communications legally changed its name from KeyTech Limited and changed its “CellOne” and “Logic” trade names in Bermuda to One Communications. Prior to the acquisition, One Communications also owned a minority interest of approximately 43% in our previously held and consolidated subsidiary, Bermuda Digital Communications Ltd. (“BDC”) that provides wireless services in Bermuda. As part of the transaction, we contributed our ownership interest of approximately 43% in BDC and approximately $42.0 million in cash in exchange for a 51% ownership interest in One Communications. As part of the transaction, BDC was merged with and into a company within the One Communications group and the approximate 15% interest in BDC held, in the aggregate, by BDC’s minority shareholders was converted into the right to receive common shares in One Communications. Following the transaction, BDC became wholly owned by One Communications, and One Communications continues to be listed on the BSX. A portion of the cash proceeds

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that One Communications received upon closing was used to fund a one-time special dividend to One Communications’ existing shareholders and to retire One Communications subordinated debt. On May 3, 2016, we began consolidating the results of One Communications within our financial statements in our International Telecom segment.

 

The One Communications Acquisition was accounted for as a business combination of a controlling interest in One Communications in accordance with ASC 805, Business Combinations, and the acquisition of an incremental ownership interest in BDC in accordance with ASC 810, Consolidation.  The total purchase consideration of $41.6 million of cash was allocated to the assets acquired and liabilities assumed at their estimated fair values as of the date of the acquisition. Dispositions

 

Viya (formerly Innovative)Renewable Energy (U.S. Operations) - Subsequent Event

 

On July 1, 2016,September 9, 2018, we completedentered into a Purchase and Sale Agreement to sell our acquisitionU.S. solar business that owns and manages distributed generation solar power projects operated under the Ahana name in Massachusetts, California and New Jersey (the “U.S. Solar Operations”). The transaction has a total value of all of the membership interests of Caribbean Asset Holdings LLC (“CAH”), the holding company for the group of companies operating video services, Internet, wireless and landline services in the U.S. Virgin Islands, British Virgin Islands and through January 2017, St. Maarten (collectively, “Viya”), from the National Rural Utilities Cooperative Finance Corporation (“CFC”).  In April 2017, CAH’s operations and our existing wireless operations in the U.S. Virgin Islands rebranded their tradenames from “Innovative” and “Choice”, respectively, to “Viya.” We acquired these operations forapproximately $122.6 million, which includes a contractualcash purchase price of $145.0$65.4 million reduced by purchase priceand the assumption of approximately $57.2 million in debt, and is subject to certain other post-closing adjustments of $5.3 million (the “Viya“U.S. Solar Transaction”). In connection with the transaction, we financed $60.0Approximately $6.5 million of the purchase price withwill be held in escrow for a loan from an affiliateperiod of CFC,twelve months after the Rural Telephone Finance Cooperative (“RTFC”)closing to secure our indemnification obligations. We completed the U.S. Solar Transaction on the termsNovember 6, 2018 and conditionsexpect to record a gain of a Loan Agreement bybetween $10 and among RTFC, CAH and ATN VI Holdings, LLC, the parent entity of CAH and our wholly-owned subsidiary.  We funded the remaining purchase price with (i) $51.9$15 million in cash paid to CFC, (ii) $22.5 million in additional cash  paid directly to fund Viya’ s pension induring the fourth quarter of 2016, and (iii) $5.3 million recorded as restricted cash to satisfy Viya’ s other postretirement benefit plans.  On July 1, 2016, we began consolidating the results of Viya within our financial statements in our International Telecom segment.2018.

 

The ViyaU.S. Solar Transaction was accounteddoes not qualify as a business combination in accordance with ASC 805.discontinued operation prior to November 6, 2018 because the disposition does not represent a strategic shift that has a major effect on our operations and financial results.  The consideration transferred to CFC$97.5 million of $111.9assets and $80.7 million and used for the purchase price allocation, differed from the contractual purchase price of $145.0 million, due to certain GAAP purchase price adjustments including a reduction of $5.3 million related to working capital adjustments and our agreement to subsequently settle assumed pension and other postretirement benefit liabilities of $27.8 million.  We transferred $51.9 million in cashour U.S. Solar Operations have been reclassified to Assets held for sale and $60.0 million in loan proceeds to CFCLiabilities held for total consideration of $111.9 million that was allocated to the assets acquired and liabilities assumed at their estimated fair valuessale, respectively, as of the date of the acquisition. 

Renewable Energy

Vibrant Energy

On April 7, 2016, we completed our acquisition of a solar power development portfolio in India from Armstrong Energy Global Limited (“Armstrong”), a well-known developer, builder, and owner of solar farms (the “Vibrant Energy Acquisition”). The business operates under the name Vibrant Energy. We also retained several Armstrong employees in the United Kingdom and India to oversee the development, construction and operation of the India solar projects. The projects to be developed initially are located in the states of Andhra Pradesh, Maharashtra and Telangana and are based on a commercial and industrial business model, similar to our existing renewable energy operations in the United States.  As of April 7, 2016, we began consolidating the results of Vibrant Energy in our financial statements within our Renewable Energy segment.

The Vibrant Energy Acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations.  The total purchase consideration of $6.2 million cash was allocated to the assets acquired and liabilities assumed at their estimated fair values as of the date of the acquisition.   

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U.S. Telecom

In July 2016, we acquired certain telecommunications fixed assets and the associated operations in the western United States.  The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations.  We transferred $9.1 million of cash consideration for the acquisition and allocated $10.2 million to acquire fixed assets, $3.5 million to deferred tax liability, and $0.7 million to other net liabilities, resulting in goodwill of $3.1 million. Results of operations for the business are included in the U.S. Telecom segment and are not material to our historical results of operations. 

DispositionsSeptember 30, 2018.

 

International Telecom

On December 15, 2016, we transferred control of our subsidiary in Aruba to another stockholder in a nonreciprocal transfer.  Subsequent to that date, we no longer consolidated the results of the operations of the Aruba business. We did not recognize a gain or loss on the transaction.

 

On January 3, 2017, we completed the sale of the Viya cable operations located in St. Maarten for $4.8 million and recognized a gain of $0.1 million on the transaction. 

 

On August 18, 2017, we completed the sale of the Viya cable operations located in the British Virgin Islands.  We did not recognize a gain or loss on the transaction. 

 

The results of the St. Maarten, British Virgin Islands and ArubaSt. Maarten operations are not material to our historical results of operations. Since the dispositions do not relate to a strategic shift in our operations, the historical results and financial position of the operations are presented within continuing operations.

 

 

U.S. Wireline Business

 

On August 4, 2016,March 8, 2017, we entered into a stock purchase agreement to sell itscompleted the sale of our integrated voice and data communications and wholesale transport businesses in New England and New York (“Sovernet”).  On March 8, 2017, we completed the sale for consideration of $25.9 million (the “Sovernet Transaction”).  The consideration included $20.9 million of cash, $3.0 million of receivables, and $2.0 million of contingent consideration.  The $3.0 million of receivables are held in escrow to satisfy working capital adjustments in favor of the acquirer, to fund certain capital expenditure projects related to the assets sold and to secure our indemnification obligations.  The contingent consideration represents the fair value of future payments related to certain operational milestones of the disposed assets.  The value of the contingent consideration could be upincrease to as much as $4.0 million based on whether or not thecertain operational milestones arewere achieved by December 31, 2017.  In September 2017, based on progress toward achieving the operational milestones, and the December 31, 2017 deadline under which to do so, management determined that earning the contingent consideration was unlikely.  As a result the fair value of the contingent consideration was reduced to zero.  The amount was recorded as a loss on disposition of assets within operating income during the three and nine monthsyear ended September 30,December 31, 2017.

 

Phase I MobilityUniversal Service Fund Grants

 

As partThe USF is a system of subsidies and fees managed by the FCC. USF funds are disbursed to telecommunication providers through four programs: the Connect America Fund; Lifeline; Schools and Libraries Program (“E-Rate”); and Rural Health Care Support.  We participate in the Connect America Fund; Lifeline, E-Rate programs, and Rural Health Care Support programs as further described below. All of the Federal Communications Commission’s (“FCC”) reform of its Universal Service Fund (“USF”)funding programs are subject to certain operational and reporting compliance requirements.  We believe we are in compliance will all applicable requirements.       

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The FCC’s Mobility Funds and High Cost Support programs are administered through the Connect America Fund.  The High-Cost Support program which previously provided support to carriers seeking to offersubsidizes telecommunications services in high-cost areasrural and to low-income households, theremote areas.  The FCC created the Phase I Mobility Fund (“Phase I Mobility Fund”), a one-time award meant to support wireless coverage in underserved geographic areas in the United States.

We have received $21.1 million of Phase I Mobility Fund support to itsour wholesale wireless business (the “Mobility Funds”) to be used 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 was 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 from the award date.

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The Mobility Funds projects and their results are included within our U.S. Telecom segment. As of September 30, 2017, we have received approximately $21.1 million in Mobility Funds.service.  Of these funds, $7.2 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.  The remaining $13.9 million received offsetsoffset operating expenses from inception of which $9.0the program through part of the third quarter of 2018.  The Mobility Funds projects and their operating results are included within our U.S. Telecom segment. As part of the receipt of the Mobility Funds, we committed to comply with certain additional FCC construction and other requirements.  If the requirements are not met the funds may be subject to claw back provisions.  We currently expect to comply with all applicable requirements related to these funds.

During the three and nine months ended September 30, 2018, we recorded $4.1 million has beenand $12.4 million, respectively, of revenue from High Cost Support in its International Telecom segment for our U.S. Virgin Islands operations.  Also, during the three and nine months ended September 30, 2018, we recorded $0.3 million and $0.9 million, respectively, of High Cost Support revenue in our US Telecom segment.  We are subject to date; $4.9certain operational, reporting and construction requirements as a result of this funding and we believe that we are in compliance with all of these requirements.  In addition, we recorded revenue of $7.2 million is recorded within current liabilitiesand $15.4 million during the three and nine months ended September 30, 2018, respectively, from additional funding authorized by the FCC following the Hurricanes.    This level of additional funding will not continue in future quarters.   

In August 2018, we were awarded $79.9 million over 10 years under the Connect America Fund Phase II Auction.  The funding requires we provide fixed broadband and voice services to certain eligible areas in the our consolidated balance sheet asUnited States.  We are subject to operational and reporting requirements under the program.  We expect to begin receiving the funding in 2019 and are still evaluating how these funds will be recorded. 

The E-Rate program provides discounted telecommunication access to eligible schools and libraries.  The E-Rate program awards providers grants to build network connectivity for eligible participants and pays recurring charges for eligible broadband services.  The grants are distributed upon completion of a project.  As of September 30, 2017. The balance sheet presentation is based2018, we were awarded approximately $15.4 million of E-Rate grants with construction completion obligations between June 2019 and June 2020.  Once these projects are constructed we are obligated to provide service to the E-Rate program participants.  We are in various stages of constructing the networks and has not received any of the funds.  We expect to meet all requirements associated with these grants.

We also receive funding to provide discounted telecommunication services to eligible customers under the E-Rate, Lifeline, and Rural Health Care Support Programs.  During the three and nine months ended September 30, 2018 we recorded revenue of $2.0 million and $6.3 million, respectively, in the aggregate from these programs. We are subject to certain operational and reporting requirements under the above mentioned programs and we believe that we are in compliance with all of these requirements.  

Tribal Bidding Credit

As part of the broadcast television spectrum incentive auction, the FCC implemented a tribal lands bidding credit to encourage deployment of wireless services utilizing 600 MHz spectrum on the timinglands of federally recognized tribes.  We received $7.4 million under this program in the expected usagefirst quarter of 2018.  A portion of these funds will be used to offset network capital costs and a portion will be used to offset the fundscosts of supporting the networks.  Our current estimate is that it will use $5.4 million to offset capital costs and, consequently, a reduction in future depreciation expense and $2.0 million to offset the cost of supporting the network which will reduce future operations expenses throughoperating expense.  The credits are subject to certain requirements, including deploying service by January 2021 and meeting minimum coverage

36


metrics.  If the expirationrequirements are not met the funds may be subject to claw back provisions.  We currently expect to comply with all applicable requirements related to these funds.

Platform Investments

During the third quarter of 2017, we completed our investment in a managed services and technology business based in Bermuda.

During the arrangementsecond quarter of 2018, we established a new platform, based in July 2018.the United States, to develop in-building wireless network technology which enables building owners to capitalize on the growing demand for better indoor wireless solutions.  Also during the second quarter of 2018, we established a new platform, based in the United States, to further develop large scale fiber networks to serve the telecommunications and content provider industries with network infrastructure to develop network solutions.

 

Selected Segment Financial Information

 

The following represents selected segment information for the quarters ended September 30, 20172018 and 20162017 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended September 30, 2017

For the Three Months Ended September 30, 2018

For the Three Months Ended September 30, 2018

    

 

 

    

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

    

 

 

    

 

 

    

 

 

 

U.S.

 

International

 

Renewable

 

Corporate and

 

 

 

 

U.S.

 

International

 

Renewable

 

Corporate and

 

 

 

 

Telecom

 

Telecom

 

Energy

 

Other (1)

 

Consolidated

 

Telecom

 

Telecom

 

Energy

 

Other (1)

 

Consolidated

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless

 

$

36,830

 

$

20,424

 

$

 —

 

$

 —

 

$

57,254

 

$

29,784

 

$

22,219

 

$

 —

 

$

 —

 

$

52,003

Wireline

 

 

2,336

 

 

53,973

 

 

 —

 

 

 —

 

 

56,309

 

 

2,024

 

 

61,693

 

 

 —

 

 

 —

 

 

63,717

Renewable Energy

 

 

 —

 

 

 —

 

 

4,974

 

 

 —

 

 

4,974

 

 

 —

 

 

 —

 

 

5,418

 

 

 —

 

 

5,418

Equipment and Other

 

 

945

 

 

2,614

 

 

36

 

 

 —

 

 

3,595

Total Revenue

 

 

40,111

 

 

77,011

 

 

5,010

 

 

 —

 

 

122,132

 

 

31,808

 

 

83,912

 

 

5,418

 

 

 —

 

 

121,138

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

15,987

 

 

(28,491)

 

 

976

 

 

(7,997)

 

 

(19,525)

 

 

22,774

 

 

16,239

 

 

(177)

 

 

(8,012)

 

 

30,824

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended September 30, 2016

For the Three Months Ended September 30, 2017

For the Three Months Ended September 30, 2017

    

 

 

    

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

    

 

 

    

 

 

    

 

 

 

U.S.

 

International

 

Renewable

 

Corporate and

 

 

 

 

U.S.

 

International

 

Renewable

 

Corporate and

 

 

 

 

Telecom

 

Telecom

 

Energy

 

Other (1)

 

Consolidated

 

Telecom

 

Telecom

 

Energy

 

Other (1)

 

Consolidated

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless

 

$

40,076

 

$

21,075

 

$

 —

 

$

 —

 

$

61,151

 

$

37,774

 

$

22,531

 

$

 —

 

$

 —

 

$

60,305

Wireline

 

 

6,936

 

 

59,193

 

 

 —

 

 

 —

 

 

66,129

 

 

2,336

 

 

54,481

 

 

 —

 

 

 —

 

 

56,817

Renewable Energy

 

 

 —

 

 

 —

 

 

5,784

 

 

 —

 

 

5,784

 

 

 —

 

 

 —

 

 

5,010

 

 

 —

 

 

5,010

Equipment and Other

 

 

548

 

 

5,045

 

 

138

 

 

 —

 

 

5,731

Total Revenue

 

 

47,560

 

 

85,313

 

 

5,922

 

 

 —

 

 

138,795

 

 

40,110

 

 

77,012

 

 

5,010

 

 

 —

 

 

122,132

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

18,120

 

 

11,358

 

 

2,822

 

 

(10,219)

 

 

22,081

 

 

15,987

 

 

(28,531)

 

 

976

 

 

(7,997)

 

 

(19,565)

 

(1) Reconciling items refer to corporate overhead costs and consolidating adjustments

 

A quarter over quarter summary of our segment results is as follows:

 

·

U.S. Telecom.  Revenues within our U.S. Telecom segment decreased by $7.5$8.3 million, or 15.8%20.7%, to $40.1$31.8 million from $47.6$40.1 million for the three months ended September 30, 2018 and 2017, and 2016, respectively.  Of this decrease, $1.9 million was attributable to our wholesale wireless operations which were subject to reduced wholesale roaming rates and revenue caps with certain carrier customers that more than offset an increase in the number of base stations and data traffic volumes.  In addition, revenue from our retail wireless business decreased by $1.4 million as a result of a decrease in subscribers and traffic volumes.  In our wireline businesses, the Sovernet Transaction resulted in a decrease of $5.3 million that was partially offset by a $0.7 million increase in our wholesale long-distance voice services.

 

Of this decrease, $8.1 million was attributable to our wholesale wireless operations which had its revenue negatively impacted by $3.7 million relating to the previously announced July 2018 sale of 100 cell sites.  The remaining $4.4 million decrease in our wholesale wireless revenue was primarily the result of a reduction in wholesale roaming rates and the impact of contractual revenue caps with certain carrier customers. 

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Our wireline operations reported a decline in traffic volumes within our wholesale long-distance services resulting in a decrease in revenues of $0.2 million in that business.  Partially offsetting the decrease in our wholesale wireless business was a $0.1 million increase in revenue from our retail wireless business. 

Operating expenses within our U.S. Telecom segment decreased $5.4$15.1 million, or 18.3%62.7%, to $24.1$9.0 million from $29.5$24.1 million for the three months ended September 30, 20172018 and 2016,2017, respectively.  This decrease in operating expenses was primarily related to the Sovernet Transaction which resulted in a decreaseJuly 2018 sale of $5.9 million. 100 cell sites and the gain we recognized on such transaction.

 

As a result of the above, our U.S. Telecom segment’s operating income decreased $2.1increased $6.8 million, or 11.6%42.5%, to $16.0$22.8 million from $18.1$16.0 million for the three months ended September 30, 2018 and 2017, and 2016, respectivelyrespectively.

·

International Telecom.  Revenues within our International Telecom segment decreased $8.3increased $6.9 million, or 9.7%9.0%, to $77.0$83.9 million from $85.3$77.0 million for the three months ended September 30, 2018 and 2017, and 2016, respectively.  This decrease was primarily the result of the sale of our operations in St. Maarten and the British Virgin Islands,  $4.4 million of service credits issued during the month of September to customers impacted by the Hurricanes, and the deconsolidation of our Aruba operations.

Revenue within the U.S. Virgin Islands for the three months ended September 30, 2018 included $7.2 million of additional funding received from the FCC’s USF program to assist in the recovery of the impact of the Hurricanes.  This level of additional funding will not continue in future quarters. The impact of the August 2017 sale of our operations in the British Virgin Islands which recorded $1.0 million of revenue during the three months ended September 30, 2017, partially offset this amount.

Revenues within our International Telecom segment were also positively impacted by an increase in broadband revenues in our other international markets and the addition of our new managed services and technology business, which began operations in September 2017.

Operating expenses within our International Telecom segment increaseddecreased by $31.5$37.8 million, or 42.6%35.8%, to $105.5$67.7 million from $74.0$105.5 million for the three months ended September 30, 20172018 and 2016,2017, respectively.  This increase includesdecrease was primarily the result of $36.6 million of hurricane related toexpenses recorded during the impact of the Hurricanes including $35.2 million for damaged assets and $1.4 million of additional operating expenses.  This increase was partially offset by operating efficiencies and the effects of the sales of our operations in St. Maarten and the British Virgin Islands.three months ended September 30, 2017.

 

As a result, our International Telecom segment’s operating income decreased $39.9increased to income of $16.2 million tofrom a loss of $28.5 million from income of $11.4 million for the three months ended September 30, 2018 and 2017, and 2016, respectively.


·

Renewable Energy.  Revenues within our Renewable Energy segment decreased $0.9increased $0.4 million, or 15.3%8.0%, to $5.0$5.4 million from $5.9$5.0 million for the three months ended September 30, 20172018 and 2016,2017, respectively, primarily as a result of the expiration of certain incentive energy creditsincrease in revenue from the state of California.our newly completed solar power plants in India partially offset by a decrease in revenue in our U.S. operations.

 

Operating expenses within our Renewable Energy segment increased $0.9$1.6 million, or 29.0%of 40.0%, to $4.0$5.6 million from $3.1million$4.0 million for the three months ended September 30, 2018 and 2017, respectively, primarily as a result of a loss recorded in connection with certain asset disposals and 2016, respectively.  This increase in expenses was primarily associated with additional expenses incurred for the continued development of our Vibrant Energy operations.settlement agreements.

 

As a result of the above, our Renewable Energy segment’s operating income decreased by $1.8$1.2 million or 64.3%, to $1.0a loss of $0.2 million from $2.8income of $1.0 million for the three months ended September 30, 20172018 and 2016,2017, respectively.

 

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The following represents a quarter over quarterquarter-over-quarter discussion and analysis of our results of operations for the quarterquarters ended September 30, 20172018 and 20162017 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Amount of

 

Percent

 

 

Three Months Ended

 

Amount of

 

Percent

 

 

September 30, 

 

Increase

 

Increase

 

 

September 30, 

 

Increase

 

Increase

 

 

2017

 

2016

 

(Decrease)

 

(Decrease)

 

 

2018

 

2017

 

(Decrease)

 

(Decrease)

 

REVENUE:

    

 

    

    

 

    

    

 

    

    

    

 

    

 

    

    

 

    

    

 

    

    

    

 

Wireless

 

$

57,254

 

$

61,151

 

$

(3,897)

 

(6.4)

%  

 

$

52,003

 

$

60,305

 

$

(8,302)

 

(13.8)

%  

Wireline

 

 

56,309

 

 

66,129

 

 

(9,820)

 

(14.8)

 

 

 

63,717

 

 

56,817

 

 

6,900

 

12.1

 

Renewable Energy

 

 

4,974

 

 

5,784

 

 

(810)

 

(14.0)

 

 

 

5,418

 

 

5,010

 

 

408

 

8.1

 

Equipment and other

 

 

3,595

 

 

5,731

 

 

(2,136)

 

(37.3)

 

Total revenue

 

 

122,132

 

 

138,795

 

 

(16,663)

 

(12.0)

 

 

 

121,138

 

 

122,132

 

 

(994)

 

(0.8)

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Termination and access fees

 

 

27,387

 

 

34,359

 

 

(6,972)

 

(20.3)

 

 

 

29,866

 

 

30,554

 

 

(688)

 

(2.3)

 

Engineering and operations

 

 

18,852

 

 

19,372

 

 

(520)

 

(2.7)

 

 

 

18,177

 

 

18,852

 

 

(675)

 

(3.6)

 

Sales, marketing and customer services

 

 

8,440

 

 

8,377

 

 

63

 

0.8

 

 

 

8,995

 

 

8,440

 

 

555

 

6.6

 

Equipment expense

 

 

3,167

 

 

3,390

 

 

(223)

 

(6.6)

 

General and administrative

 

 

26,620

 

 

26,854

 

 

(234)

 

(0.9)

 

 

 

25,210

 

 

26,660

 

 

(1,450)

 

(5.4)

 

Transaction-related charges

 

 

61

 

 

2,091

 

 

(2,030)

 

(97.1)

 

 

 

178

 

 

61

 

 

117

 

191.8

 

Depreciation and amortization

 

 

21,157

 

 

21,866

 

 

(709)

 

(3.2)

 

 

 

21,384

 

 

21,157

 

 

227

 

1.1

 

Impairment of long-lived assets

 

 

 —

 

 

349

 

 

(349)

 

(100.0)

 

(Gain) loss on disposition of long-lived assets

 

 

(593)

 

 

56

 

 

(649)

 

(1,158.9)

 

 

 

(13,496)

 

 

(593)

 

 

(12,903)

 

2,175.9

 

Loss on damaged assets and other hurricane related charges

 

 

36,566

 

 

 —

 

 

36,566

 

100.0

 

 

 

 —

 

 

36,566

 

 

(36,566)

 

100.0

 

Total operating expenses

 

 

141,657

 

 

116,714

 

 

24,943

 

21.4

 

 

 

90,314

 

 

141,697

 

 

(51,383)

 

(36.3)

 

Income from operations

 

 

(19,525)

 

 

22,081

 

 

(41,606)

 

(188.4)

 

Income (loss) from operations

 

 

30,824

 

 

(19,565)

 

 

50,389

 

(257.5)

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

453

 

 

236

 

 

217

 

91.9

 

 

 

568

 

 

453

 

 

115

 

25.4

 

Interest expense

 

 

(2,098)

 

 

(1,787)

 

 

(311)

 

17.4

 

 

 

(2,229)

 

 

(2,098)

 

 

(131)

 

6.2

 

Other income (expense)

 

 

(1,244)

 

 

(650)

 

 

(594)

 

91.4

 

Other expense, net

 

 

(690)

 

 

766

 

 

(1,456)

 

(190.1)

 

 

 

(2,905)

 

 

(2,295)

 

 

(610)

 

26.6

 

Other income (expense), net

 

 

(2,335)

 

 

(785)

 

 

(1,550)

 

197.5

 

INCOME BEFORE INCOME TAXES

 

 

(21,860)

 

 

21,296

 

 

(43,156)

 

(202.6)

 

Income tax expense

 

 

(884)

 

 

9,602

 

 

(10,486)

 

(109.2)

 

NET INCOME

 

 

(20,976)

 

 

11,694

 

 

(32,670)

 

(279.4)

 

INCOME (LOSS) BEFORE INCOME TAXES

 

 

27,919

 

 

(21,860)

 

 

49,779

 

(227.7)

 

Income tax expense (benefit)

 

 

7,010

 

 

(884)

 

 

7,894

 

(893.0)

 

NET INCOME (LOSS)

 

 

20,909

 

 

(20,976)

 

 

41,885

 

(199.7)

 

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

 

 

(3,784)

 

 

(4,523)

 

 

739

 

(16.3)

 

 

 

(3,887)

 

 

(3,784)

 

 

(103)

 

2.7

 

NET INCOME ATTRIBUTABLE TO ATN INTERNATIONAL, INC. STOCKHOLDERS

 

$

(24,760)

 

$

7,171

 

$

(31,931)

 

(445.3)

%

NET INCOME (LOSS) ATTRIBUTABLE TO ATN INTERNATIONAL, INC. STOCKHOLDERS

 

$

17,022

 

$

(24,760)

 

$

41,782

 

(168.7)

%

 

Wireless revenue.  Our wireless revenue consists of wholesale revenue generated within our U.S. Telecom segment and retail revenue generated within both our U.S. Telecom and International Telecom segments.  Within our International Telecom segment, wireless revenue is generated in Bermuda and the Caribbean (including the U.S. Virgin Islands).

 

Wholesale wireless revenue.  Our U.S. Telecom segment generates wholesale wireless revenue from providing mobile voice orand 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.traffic as well as  tower rental income.

 

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

39


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specified conditions. In exchange, the carrier agrees to lease us spectrum in that area and enter into a contract with

39


specific pricing and terms. Historically, these arrangements typically have included a purchase right in favor of the carrier to purchase that portion of the network for a predetermined price, depending on when the right to purchase is exercised.  We currently have one buildout arrangementDuring July 2018, we completed the previously disclosed sale of approximately 100 cell sites which, providesunder one of these arrangements, generated approximately $0.1 million and $3.8 million of wholesale wireless revenue during the carrier with a right,exercisable in earlythree months ended September 30, 2018 to purchase such sites.and 2017, respectively, and $10.5 million and $4.3 million of wholesale wireless revenue during the nine months ended September 30, 2018 and 2017, respectively.  We believe the holder is likely to exercise their right to purchase the network assets but due to the nature of the agreement with the holder, we expect minimalreceived no additional cash proceeds at closing as the cash proceeds were previously received and to record a significant gain at the closing.deferred under our revenue arrangement.    

 

Retail wireless revenue.  Both our U.S. Telecom and International Telecom segments generate retail wireless revenues by providing mobile voice orand data services to our subscribers. Retail wireless revenues also include roaming revenues generated by other carriers’ customers roaming into our retail markets.markets and wireless equipment sales, primarily handsets and data modems, as well as real estate rental income.

 

Wireless revenue decreased by $3.9 $8.3million, or 6.4%13.8%, to $57.3 $52.0million for the three months ended September 30, 20172018 from $61.2 $60.3million for the three months ended September 30, 2016.2017.  The net decreases in wireless revenue, within our segments, consisted of the following:

 

·

U.S. Telecom. Wireless revenue within our U.S. Telecom segment decreased by $3.3$8.0 million, or 8.2%21.2%, to $36.8$29.8 million from $40.1 $37.8million, for the three months ended September 30, 20172018 and 2016,2017, respectively.  Wholesale wireless revenue decreased by $1.9$8.1 million or 5.5%24.4%, to $32.4$25.1 million from $34.3 $33.2million for the three months ended September 30, 2018 and 2017, and 2016, respectively, as arespectively.  Of this decrease, $3.7 million was related to the July 2018 sale of 100 cell sites with the remaining decrease being the result of a reduction in wholesale roaming rates and andthe impact of contractual revenue caps with certain carrier customerscustomers.  partially offset by growth in data traffic volumes as a result of capacity and technology upgrades to our network and the increase in the number of base stations to 1,061 from 926as of September 30, 2017 and 2016, respectively. Our U.S. Telecom’s retail wireless operations reported a decreaseslight increase in wireless revenues of $1.4 $0.1million, or 24.1%2.2%, to $4.4 $4.7million from $5.8 $4.6million for the three months ended September 30, 2018 and 2017, and 2016, respectively, as a result of a decrease in subscribers and traffic volumes.respectively. 

 

·

International Telecom.  Within our International Telecom segment, wireless revenue decreased by $0.7$0.3 million, or 3.3%1.3%, to $20.4 million from $21.1$22.2 million for the three months ended September 30, 2017 and 2016, respectively.2018 from $22.5million for the three months ended September 30, 2017.   This decrease was primarily related to the result of reduced roaming revenues andoperations within the effects ofU.S. Virgin Islands which were negatively impacted by the deconsolidation of our Aruba operations.  These decreases were partially offset by an increase in our wireless subscribers in Guyana.Hurricanes.

 

We expect wholesale wireless revenues within our U.S. Telecom segment to continue to decline and margins to contract as a result of previously disclosed contracts that significantly reduce rates and impose revenue caps.caps as well as the July 2018 sale of 100 cell sites.  While we expect that wholesale data volumes will continue to increase due to increased demand combined with our increased capacity, we do not expect to significantly expand our footprint and we expect that our reduced rates and revenue caps will more than offsetmostly prevent us from realizing any revenue increase resulting from increased data volumes.volumes or additional base stations. As such, we expect that capital expenditures in this segment will be significantly less going forward.  We also expect wholesale wirelessWhile we are facing lower revenue to decrease as a result of the expected sale of 100 cell sites to an existing carrier customer which has the right to purchase such sites beginning in early 2018.  Werenegotiated roaming arrangements, we believe that maintaining roaming arrangements favorable to our carrier customers allows us to preserve wholesale revenue for a longer period of time while creating potential for a long‑lived shared infrastructure solution for carriers in areas they may consider to be non-strategic.

We expect retail revenues within our U.S. Telecom segment to remain relatively consistent in future periods.

 

We expect wireless revenues within our International Telecom segment to increase as we invest in upgrading our networks and service offerings.  Growth in revenue from anticipated subscriber growth in certain markets may be somewhat offset by a decline in roaming revenues due to lower negotiated roaming rates received from our carrier customers.  Roaming revenues in these markets are also subject to seasonality and can fluctuate between quarters.

 

Wireline revenue.  Wireline revenue is generated by our U.S. Telecom and International Telecom segments.  Within our U.S. Telecom segment, wireline revenue includesis generated by our wholesale long-distance voice services to telecommunications carriers.   Wireline revenue includes basic service fees, measured service revenue, and internet

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access fees, as well as installation charges for new lines, monthly line rental charges, long-distance or toll charges, and maintenance.   Within our International Telecom segment, wireline revenue is generated in Bermuda and the Caribbean (including the U.S. Virgin Islands) and includes internet, voice, and video service revenues. revenues as well as revenues from our new managed services and technology business.

 

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Wireline revenue decreasedincreased by $9.8 $6.9million, or 14.8%12.1%, to $56.3$63.7 million from $66.1million$56.8million for the three months ended September 30, 20172018 and 2016,2017, respectively.  The decreasesincrease in wireline revenue, within our segments, consisted of the following:

 

·

U.S. Telecom. Wireline revenue decreased within our U.S. Telecom segment by $4.6$0.3 million, or 66.7%13.0%, to $2.3 $2.0million from $6.9 $2.3million, for the three months ended September 30, 2018 and 2017, and 2016, respectively.  Of this decrease $5.3 million was therespectively, as a result of the effects of the Sovernet Transaction which was partially offset by an increase indecreased traffic volumesvolume within our wholesale long-distancelong distance voice services operations.

·

International Telecom.  Within our International Telecom segment, wireline revenue decreasedincreased by $5.2$7.2 million, or 8.8%13.2%, to $54.0$61.7 million from $59.2$54.5 million for the three months ended September 30, 20172018 and 2016,2017, respectively.  This decreaseincrease was primarily related to $4.4 a result of $7.2 million of service disruption creditsin additional funding received from damages related tothe FCC’s USF partially offset by both the extensive damage caused by the Hurricanes in that market as well as the August 2017 sale of our operations in St. Maarten and the British Virgin Islands operations which generated $1.0 million in revenue during the three months ended September 30, 2017.  Wireline revenues increased in other international markets as a result of increased broadband revenues and the deconsolidationaddition of our Aruba operations.new managed services and technology business which began operations in September 2017.

 With completion of the Sovernet Transaction, we expect that the remaining wireline revenue within our U.S. Telecom segment will be immaterial to the total segment.

 

 Within our International Telecom segment, we anticipate that wireline revenue will decrease,may increase (excluding the impact of the additional USF funding) in the next few quarters as comparedwe continue to restore our wireline network in the U.S. Virgin Islands. However, returning revenues to levels reported prior to the current quarter, in our US Virgin Island markets, during the next several quarters,Hurricanes will take longer as a result of the impactdamage caused by the Hurricanes to the economy of the HurricanesU.S. Virgin Islands and the time necessary to rebuild our wireline network to servicecustomer base in that market. In all of our customers. In our other international markets we may incur a decline in video revenues as a result of subscribers using alternative methods to receive video content.  We anticipate that wireline revenue from our international long‑distance business in Guyana will continue to decrease as consumers seek to use alternative technology services to place calls as well as a result of 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 implementing recently-passed legislation or new regulations or the 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 databroadband services to consumers and enterprises in Guyana or an increase in regulated local calling rates in Guyana, an increase in wholesale transport services and large enterprise and agency sales in the United States.Guyana.  We currently cannot predict when or if the Government of Guyana will take any action to implement such legislation or any other action that would otherwise affect our exclusive rights in Guyana. See Note 1214 to the Unaudited Condensed Consolidated Financial Statements included in this Report.

 

Renewable energy revenue.  Renewable energy revenue represents revenue from the sale of electricity through long-term (10 to 25 years) power purchase agreementsOur Power Purchase Agreements (“PPAs”) as well as the sale of solar renewable energy credits and performance-based incentives (“SRECs”), which have a contract term of up to ten years.

Renewable energy revenue decreased $0.8 million, or 14.0%, to $5.0 million from $5.8 million for the three months ended September 30, 2017 and 2016, respectively, primarily as a result of the expiration of certain incentive energy credits from the state of California.

Our PPAs, which are typically priced at or below local retail electricity rates and allow our customers to secure electricity at predictable and stable prices over the duration of their long-term contract. As such, our PPAscontract and provide us with high-quality contracted cash flows which will continue over their average remaining life.  For these reasons, we expect thatflows. Internationally, renewable energy revenue includes the generation of power through PPAs from our solar plants in India as well as from consulting fees.  In the United States, and through the sale of those operations on November 6, 2018, renewable energy revenue represented revenue from the sale of electricity through PPA’s and the sale of Solar Renewable Energy revenueCredits (“SRECs”).  During the three and nine months ended September 30, 2018, our renewable energy operations within the United States will remain fairly consistent in the near term but will continue to decline in the longer term as the solar renewable energy credits continue to expire.

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With the completion of our Vibrant Energy Acquisition, we are currently developing projects in India to provide distributed generation solar power to corporategenerated $4.2 million and utility customers.  During the three months ended September 30, 2017, we recognized $0.4$13.3 million of revenue, from those projects.

We have a pipeline of qualified grid capacity, feasibility study approvals and land or options to acquire land that may allow us to build projects generating in excess of 250MWs but the timing and extent of our build out of that pipeline will depend on market conditions, including financing.respectively. 

 

Equipment and other revenue.  Equipment and otherRenewable energy revenue represents wireless equipment sales, primarily handsets and data modems, to retail telecommunications customers within both our U.S. Telecom and International Telecom segments.  Equipment and other revenue also includes equipment, real estate and tower rental income within our International Telecom segment and consulting fees within our Renewable Energy segment.increased $0.4

Equipment and other revenue decreased by $2.1 million, or 37.3%8.0%, to $3.6$5.4 million from $5.7$5.0 million for the three months ended September 30, 2018 and 2017, and 2016, respectively.   The net decreasesrespectively, primarily as a result of a $0.4million increase in equipment and other revenue withinfrom our segments, consisted of the following:newly completed solar power plants in India. 

 

·

U.S. Telecom. Equipment and other revenue increased within our U.S. Telecom segment by $0.4 million, or 80.0%, to $0.9 million from $0.5 million, for the three months ended September 30, 2017 and 2016, respectively, primarily as a result of an increase in handset sales in the retail operation of our wireless business partially offset by the Sovernet transaction.

·

International Telecom.  Within our International Telecom segment, equipment and other revenue decreased by $2.4 million, or 48.0%, to $2.6 million from $5.0 million, for the three months ended September 30, 2017 and 2016, respectively. This decrease was the result of a reduction in handset sales within most of our international markets and the impact of the Hurricanes.

·

Renewable Energy. Our Renewable Energy segment reported nominal amounts during the three months ended September 30, 2017 and 2016 as a result of consulting fees recognized by our Vibrant Energy operations.

We believeInternationally, we expect that equipmentrenewable energy may have moderate growth through the remainder of 2018 and other revenue will remain fairly consistentinto 2019 as a percentage of total revenues.  additional solar plants become operational.

 

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, video programming costs, other access fees we pay to terminate our calls, telecommunication spectrum fees and direct costs associated with our managed services and technology business and Renewable Energy segment.  Termination and access fees also include the cost of handsets and customer resale equipment incurred by our retail businesses.

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Termination and access fees decreased by $7.0$0.7 million, or 20.3%2.3%, to $27.4 $29.9million from $34.4 $30.6 million for the three months ended September 30, 2018 and 2017, and 2016, respectively.  The net increasesDecreases in termination and access fees, within our segments, consisted of the following:

 

·

U.S. Telecom. Termination and access fees within our U.S. Telecom segment decreased by $2.2 $1.3million, or 17.3%11.5%, to $10.5 $10.0million from $12.7 $11.3million, for the three months ended September 30, 2018 and 2017, and 2016, respectively.  The decrease wasrespectively, primarily related to our wireline operations which incurred a decrease of $2.9 million as a result of the Sovernet Transaction.a decrease in traffic volume within our U.S. wireless business.

·

International Telecom.  Within our International Telecom segment, termination and access fees decreasedincreased by $4.9 $0.4million, or 22.9%2.1%, to $16.5$19.3 million from $21.4 $18.9million, for the three months ended September 30, 20172018 and 2016,2017, respectively. The decreaseincrease was primarily related to a reductionincurred in television programmingmost of our international markets including our new managed services and other variable coststechnology platform, which were not incurred as a result ofbegan operation in September 2017, offset by the impact of the Hurricanes.

Hurricanes and the sale of our operations in the British Virgin Islands.

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·

Renewable Energy.  Termination and access fees within our Renewable Energy segment increased slightly to $0.4$0.6 million from $0.3$0.4 million for the three months ended September 30, 2018 and 2017, and 2016, respectively.  This increase was the result of increased activity within our India solar operations.

 

We expect that termination and access fee expenses will remain fairly consistent as a percentage of revenues in future periods.

 

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

 

Engineering and operations expenses decreased by $0.5$0.7 million, or 2.7%3.6%, to $18.9$18.2 million from $19.4$18.9 million for the three months ended September 30, 20172018 and 2016,2017, respectively.  The net decrease in engineering and operations, within our segments, consisted of the following:

 

·

U.S. Telecom. Engineering and operations expenses decreased within our U.S. Telecom segmentincreased by $1.2$0.2 million, or 28.6%6.7%, to $3.0$3.2 million from $4.2$3.0 million for the three months ended September 30, 2017 and 2016, respectively, primarily as a result of the effects of the Sovernet Transactionour newly created in-building and operating efficiencies within our wireless businesses.

·

International Telecom.  Within our International Telecom segment, engineering andlarge scale fiber network platform which began operations expenses increased by $0.3 million, or 2.0%, to $15.2 million from $14.9 million, for the three months ended September 30, 2017 and 2016, respectively. This increase was primarily the result of additional costs incurred to support our upgraded networks and additional technologies.in May 2018.

 

·

Renewable EnergyInternational Telecom.  EngineeringWithin our International Telecom segment, engineering and operations expenses within our Renewable Energy segment remained consistent at $0.1 million.  These expenses were primarily incurreddecreased by $0.6million, or 3.9%, to $14.6million from $15.2million, for the continued developmentthree months ended September 30, 2018 and 2017, respectively. This decrease was related to a decrease in most of our Vibrant Energy operations.International Telecom markets which experienced operational efficiencies during the quarter.

 

We expect to incur additionalthat engineering and operations expenses necessary to repair and replace those network assets which were damaged bymay increase until the Hurricanes, to continue the development of our Vibrant Energy projects and to complete technology upgrades within our International Telecom segment. However, upon completion of the constructionrestoration of our network in the U.S. Virgin Islands, and those upgrades, we expect that engineering and operations willthen remain fairly consistent as a percentage of revenues.

 

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

 

Sales and marketing expenses remained consistent atincreased by $0.6million, or 6.6%, to $9.0million from $8.4million for the three months ended September 30, 2018 and 2017, and 2016.  Salesrespectively.  The net increase in sales and marketing expenses, within our segments, consisted of the following:

 

·

U.S. Telecom. Sales and marketing expenses decreasedincreased within our U.S. Telecom segment by $1.2 $0.6million or 85.7%, to $0.2 $0.8million from $1.4 $0.2million, for the three months ended September 30, 20172018 and 2016,2017, respectively, primarily as a result of a decreasean increase in promotionsmarketing and advertising within the retail operations of our wireless business and the Sovernet Transaction.

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platforms as well as the operations of our new in-building and large scale fiber network businesses which began operations in May 2018.

·

International Telecom.  Within our International Telecom segment, our sales and marketing expenses increaseddecreased by $1.3 $0.1million, or 18.6%1.2%, to $8.3 $8.2million from $7.0 $8.3million for the three months ended September 30, 2018 and 2017.  A $0.2 million increase in our managed services and technology platform, which began operations in September 2017, and 2016, respectively. This increase was primarily related to additional marketing promotional costsoffset by spending reductions in addition to incurred sales commissions.our other international markets.

 

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We expect sales marketing and customer servicemarketing expenses to remain fairly consistent as a percentage of revenues in the longer term but may increase in the next several quarters to help support thosethe operations whichthat were impacted by the Hurricanes.

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

Equipment expenses decreased by $0.2 million, or 6.6%, to $3.2 million from $3.4 million for the three months ended September 30, 2017 and 2016, respectively. The decreases in equipment expenses, within our segments, consisted of the following:

·

U.S. Telecom. Equipment expenses decreased within our U.S. Telecom segment by $0.2 million, or 20.0%, to $0.8 million from $1.0 million, for the three months ended September 30, 2017 and 2016, respectively.  This decrease was related to a decrease in handset sales within the retail operations of our wireless businesses.

·

International Telecom. Equipment expenses within our International Telecom segment remained consistent at $2.4 million, for the three months ended September 30, 2017 and 2016.

We believe that equipment expenses will remain fairly consistent as a percentage of equipment revenues. 

 

 General and administrative expenses.  General and administrative expenses include salaries, benefits and related costs for general corporate functions including executive management, finance and administration, legal and regulatory, facilities, information technology and human resources. General and administrative expenses also include internal costs associated with our performance of due-diligence in connection with acquisition activities.

 

General and administrative expenses decreased by $0.2$1.5 million, or 0.9%5.4%, to $26.6$25.2 million from $26.9 million$26.7  million for the three months ended September 30, 2018 and 2017, and 2016, respectively.  Year over year changesNet decreases in general and administrative expenses, within our segments, consisted of the following:

 

·

U.S. Telecom. General and administrative expenses decreased within our U.S. Telecom segmentincreased by $0.1$0.4 million, or 2.5%10.3%, to $3.9 $4.3million from $4.0 $3.9million for the three months ended September 30, 20172018 and 2016,2017, respectively, primarily as a result of Sovernet Transaction partially offset by an increase in our wireless businesses to support its expanding wireless networks.platform costs for our new in-building and large scale fiber network platforms which began operations in May 2018.

·

International Telecom. General and administrative expenses decreased within our International Telecom segment by $0.6 $1.2million, or 4.0%8.4%, to $14.3 $13.1million from $14.9 $14.3million, for the three months ended September 30, 2018 and 2017, respectively.  The decrease was primarily related to a $0.5million decrease within our U.S. Virgin Islands operations as it continues to recover from the impact of the Hurricanesand 2016, respectively,$1.0 million in other international markets as a result of operating efficiencies being achieveda decrease in most of our international markets. professional fees and other cost reduction programs.

 

·

Renewable Energy. General and administrative expenses within our Renewable Energy segment increased by $0.5decreased $0.2 million, or 35.7%10.5%, to $1.9$1.7 million from $1.4$1.9 million for the three months ended September 30, 20172018 and 2016,2017, respectively, as a result of overhead and operating expenses incurred for the development of our India operations.certain cost savings measures.

·

Corporate Overhead.  General and administrative expenses increaseddecreased within our corporate overhead by $0.1 $0.5million, or 1.5%7.6%, to $6.6 $6.1million from $6.5$6.6 million, for the three months ended September 30, 2018 and 2017, and 2016, respectively, primarily related to a decrease in order to support our expanding operations.professional fees. 

 

We expect that general and administrative expenses to increase over the next several quarterquarters to help support the repair and restoration of our networks in our International Telecom segment which were impacted by the Hurricanes.  We also expect to incur additional general and administrative expenses necessary to continue the development ofsupport our Vibrant Energy projects that will disproportionately affectnew managed services and technology platform, our Renewable Energy results.new in-building telecom operations and our new large scale fiber network platform.

 

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 Transaction-related charges.   Transaction-related charges include the external costs, such as legal, tax, 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 incurred $0.1 $0.2million and $2.1 $0.1million of transaction‑related charges during the three months ended September 30, 2018 and 2017, and 2016, respectively.  For the three months ended September 30, 2016, substantially all of theThe 2018 transaction-related expenses were relatedcharges relate to our Viya, One Communications2018 investments in our newly established in-building and Vibrant Acquisitions.large scale fiber network platforms.

 

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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 decreasedincreased by $0.7 $0.2million, or 3.2%1.1%, to $21.2 $21.4million from $21.9$21.2 million for the three months ended September 30, 20172018 and 2016,2017, respectively.  Net decreaseschanges in depreciation and amortization expenses, within our segments, consisted primarily of the following:

 

·

U.S. Telecom. Depreciation and amortization expenses increaseddecreased within our U.S. Telecom segment by $0.1 $0.6million, or 1.6%9.5%, to $6.3$5.7 million from $6.2 $6.3million for the three months ended September 30, 2018 and 2017, respectively.  This decrease was primarily due to the completion of the previously disclosed sale of approximately 100 cell sites within our U.S. wireless operations which resulted in a $0.9 million decrease in depreciation and 2016, respectively, as a result ofamortization expenses.  This decrease was partially offset by certain wireless network expansions and upgrades which were partially offset by the effects the Sovernet Transaction.in other geographic areas of our U.S. wireless network.

·

International Telecom. Depreciation and amortization expenses decreasedincreased within our International Telecom segment by $0.8 $0.3million, or 6.2%2.5%, to $12.1 $12.4million from $12.9$12.1 million for the three months ended September 30, 2018 and 2017, respectively. This increase was the result of expansion and 2016, respectively, primarilyupgrades of our network assets in most of our International Telecom markets partially offset by a $0.6 million reduction in depreciation expense in our U.S. Virgin Islands market on assets which were damaged and written off as a result of the sales of our operations in St. Maarten and the British Virgin Islands.

Hurricanes.

·

Renewable Energy. Depreciation and amortization expenses within our Renewable Energy segment increased by $0.5 $0.1million, or 41.7%5.9%, to $1.7 $1.8million from $1.2 $1.7million for the three months ended September 30, 2018 and 2017, respectively, as a result of certain projects withincapital expenditures primarily related to the construction of our Vibrant Energysolar operations being placed into service.in India.

·

Corporate Overhead.  Depreciation and amortization expenses decreasedincreased by $0.5 $0.4million or 31.3%36.4% to $1.1$1.5 million from $1.6 $1.1million for the three months ended September 30, 20172018 and 2016,2017, respectively, as a result of certain tangible assets becoming fully depreciated.being placed into service.

 

We expect depreciation expense to increase as we rebuild our networks in the International Telecom segment which were impacted by the Hurricanes and as we acquire more tangible assets to expand or upgrade our other telecommunications networks and build or acquire additional solar power generating facilities and amortize intangible assets recorded in connection with acquisitions.facilities.

 

Impairment(Gain) loss on disposition of long-lived assets.assets.  During the three months ended September 30, 2016,2018, we assessedrecorded a gain on the valuedisposition of a tradename used within our International Telecom segment.  Aslong-lived assets of $13.5 million as a result of that assessment, we concluded thata $15.2 million gain on the book valuepreviously disclosed sale of such tradename exceeded its fair valueapproximately 100 cell sites within our U.S. wireless operations. This gain was partially offset by a $1.5 million loss recorded in connection with certain asset disposals and as settlement agreements within our Renewable Energy segment and a result, we recorded a non-cash impairment charge of $0.3$0.2 million during the three months ended September 30, 2016.   

Gain or loss on dispositionthe disposal of long-lived assets.miscellaneous assets within our U.S. wireless operations.  During the three months ended September 30, 2017, we recorded a gain on the disposition of long-lived assets of $0.6million related to the Sovernet Transaction. During the three months ended September 30, 2016, we disposed of certain assets within our International Telecom segment and recognized a loss on such disposition of $0.1 million. 

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Loss on damaged assets and other hurricane related charges.  During September 2017, the economy, our customer base and our operations and customers in the U.S. Virgin Islands were severely impacted by both Hurricane Irma and subsequently Hurricane Maria (collectively, the “Hurricanes”).  Both our wireless and wireline networks and commercial operations were severely damaged by these storms.  As a resultHurricanes. 

During the three months ended September 30, 2017, we recorded $36.6 million in hurricane related charges of the significant damagewhich $35.2 million was in connection with damages  incurred to our wireline network and the ongoing lack of consistent commercial power in the territory since the Hurricanes, we have been unable to provide most of our wireline services, which comprise the majority of revenue, in the business.  Due to the ongoing poor conditions on the islands, the continued lack of consistent commercial power, and the damage to our wireline infrastructure, we currently expect this impact to wireline revenue to continue for the next several quarters and estimate that it will be most pronounced in the fourth quarter of 2017.

As of November 9, 2017, our preliminary assessment of the level of wireline and wireless network damage by the Hurricanesnetworks and corresponding loss has been estimated as $35.2 million.  This amount, along with  $1.4 million  ofrelated to additional operating expenses that we specifically incurred during the quarter to address the impact of the Hurricanes, has been recorded in our statement of operations for the three and nine months ended September 30, 2017.  The level of network damage assessment and losses on damaged assets is based on information known as of the filing of this Form 10-Q.  Given the current conditions in the USVI, including curfews, limited access to areas of the islands and the lack of consistent commercial power, additional damages may be discovered upon being able to fully access these areas and/or once commercial power is restored and we can bring our networks fully online.  This assessment will continue to be updated in subsequent quarters as more information becomes available.   

We have insurance coverage for a combination of replacement costs of damaged property, extra expenses and business interruption and could potentially receive proceeds up to an aggregate of approximately $34.0 million against these insurance claims but we believe that total losses for these items will exceed these aggregate proceeds.  We do not expect to record any insurance recovery, however, until 2018, when our assessment is complete and we can determine the amount and nature of our claims under our insurance policies.Hurricanes.

 

Interest income.   Interest income represents interest earned on our cash, cash equivalents, restricted cash and short term investment balances.

 

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Interest income increased by $0.2 million, or 91.9%, to $0.5 $0.6million from $0.2 $0.5million for the three months ended September 30, 20172018 and 2016,2017, respectively.  The effects ofincrease was primarily related to an increase in the return on our cash, cash equivalents and marketable securities were offset by a decrease in those assets as compared to the previous year.

 

Interest expense.  We incur interest expense on the debt financed portion of the Viya, Acquisition purchase price, the term loans assumed in the One Communications Acquisition, which was refinanced to include additional borrowings on May 22, 2017, theand Ahana Debt that was partially refinanced on December 19, 2016,debt as well as commitment fees, letter of credit fees, amortizationand interest on our outstanding letters of debt issuance costscredit, and interest incurred on our outstanding credit facilities.  Interest expense also includes the amortization of debt issuance costs.  For information about our Viya, One Communications and Ahana Debt, see Note 8 of the Consolidated Financial Statements included in this report.

 

Interest expense increased by $0.3 $0.1million to $2.1million$2.2million from $1.8 $2.1million for the three months ended September 30, 20172018 and 2016,2017, respectively.  The increase predominantly reflectswas primarily the result of a slight increase in interest incurredrates on debt used to finance a portion of the Viya Acquisition and the increased loan balance on the refinanced Ahana Debt. our outstanding variable rate debt.

 

Other income (expense), net.  Other income (expense), net represents miscellaneous non-operational income we earned orand expenses we incurred.  Other income (expense), net was an expense of $0.7 million and income of $0.8 million forFor the three months ended September 30, 2018 and 2017, other income (expense) was an expense of $1.2 million and 2016,$0.7 million, respectively, which was primarily as a result of gains andrelated to losses on foreign currency transactions.

 

Income taxes.     Our effective tax rate for the three months ended September 30, 2018 and 2017 was 25.1% and 2016 was 4.0% and 45.1%, respectively.  WhenThe effective tax rate for the three months ended September 30, 2018 was primarily impacted by the following items:  (i) a company operates$1.5 million increase (net) of unrecognized tax positions recognized discretely,  (ii) a $0.5 million benefit (net) to record a return to accrual adjustment recognized discretely, (iii) a $1.4 million benefit (net) to record a valuation allowance release on an indefinite lived intangible asset  recognized discretely, and  (iv) the mix of income generated among the jurisdictions in a jurisdiction that generates ordinary losses but does not expect to realize them, ASC 740-270-30-36(a) requireswhich we operate along with the exclusion of losses in jurisdictions where we cannot benefit from those losses as required by ASC 740-270-30-36(a), primarily in the respective jurisdiction from the overall annual effective tax rate (“AETR”) calculationU.S. Virgin Islands and instead, a separate AETR should be computed.  India. 

The effective tax rate for the three months ended September 30, 2017 was primarily impacted by the following items: (i) the exclusion of losses in jurisdictions where we cannot benefit from those losses as required by ASC 740-270-30-36(a), primarily in the U.S. Virgin Islands, (ii) a $3.4 million benefit for the net capital loss due to the stock sales of our businesses in New England,

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New York and St. Maarten, (iii) a $3.4 million amended return refund claim filed for tax year 2013 recognized discretely, (iv) a $228 thousand$0.2 million increase (net) in unrecognized tax benefits recognized discretely, (v) a $536 thousand$0.5 million benefit (net) to record a return to accrual adjustment recognized discretely and, (vi) the mix of income generated among the jurisdictions in which we operate.  The effective tax rate for the three months ended September 30, 2016 was impacted by the following items: (i) certain transactional charges incurred in connection with our acquisitions that had no tax benefit, (ii) the mix of income generated among the jurisdictions in which we operate, and (iii) $1.6 million provision (net) to record multiple discrete items.

Our effective tax rate is based upon estimated income before provision for income taxes for the year, composition of the income in different countries, and adjustments, if any, in the applicable quarterly periods for potential tax consequences, benefits and/or resolutions of tax contingencies. Our consolidated tax rate will continue to be impacted by any transactional or one-time items in the future and the mix of income in any given year generated among the jurisdictions in which we operate.  Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Cuts and Jobs Act of 2017 (“Tax Act”), we made reasonable estimates of the effects and recorded provisional amounts in our consolidated financial statements as of December 31, 2017. In the third quarter of 2018 we made adjustments to the provisional amounts, including continued refinements to our deferred taxes of a $0.4 million provision from the $18.0 million benefit recorded at year-end and a $2.5 million provision on the deemed repatriation of undistributed foreign earnings in addition to the $7.4 million provision recorded at year-end. We continue to collect and prepare necessary data, and interpret the Tax Act and any additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service (“IRS”),FCC and other standard-setting bodies. The accounting for the tax effects of the Tax Act will be completed by the end of 2018. While we believe we have adequately provided for all tax positions, amounts asserted by taxing authorities could materially differ from our accrued positions as a result of uncertain and complex application of tax law and regulations.  Additionally, the recognition and measurement of certain tax benefits include estimates and judgment by management. Accordingly, we could record additional provisions or benefits for U.S. federal, state, and foreign tax matters in future periods as new information becomes available.

 

45


Net income attributable to non-controlling interests.interests, net of tax.  Net income attributable to non-controlling interests reflected an allocation of $3.8 $3.9million and $4.5 $3.8million of income a generated by our unconsolidatedless than wholly-owned subsidiaries for the three months ended September 30, 2018 and 2017, and 2016, respectively.respectively, an increase of $0.1million or 2.7%.  Changes in net income attributable to non-controlling interests, within our segments, consisted of the following:

 

·

U.S. Telecom. Net income attributable to non-controlling interests, decreased by $0.7 million, or 35.0%, tonet of tax remained consistent at $1.3 million from $2.0 million for the three months ended September 30, 2018 and 2017 and 2016, respectively,primarily as a result of decreasedconsistent profitability at certain less thatthan wholly owned subsidiaries ofwithin our U.S. wireless retail operations.

·

International Telecom. Net income attributable to non-controlling interests, net of tax increased by $0.2million, or 9.1% to an allocation of income of $2.2 $2.4million from $2.0 $2.2million, primarily as a result of an increaseincreased profitability in profits in our Bermuda operations and as a resultsome of our One Communications Acquisition.less than wholly owned subsidiaries within our international operations.

 

·

Renewable Energy. Net income attributable to non-controlling interests, net of tax decreased by $0.1 million, or 33.3%, to $0.2 million or 40.0%, tofrom $0.3 million from $0.5 million, as a result of increasedfor the three months September 30, 2018 and 2017, respectively, due to decreased profitability and of our increased ownership percentage ofin our domestic solar operations.

 

Net income (loss) attributable to ATN International, Inc. stockholders.  Net income (loss) attributable to ATN International, Inc. stockholders was income of $17.0 million and a loss of $24.8million for the three months ended September 30, 2018 and 2017, and income of $7.2 million for the three months ended September 30, 2016.respectively. 

 

On a per share basis, net income (loss) was income of $1.06and a loss of $1.53 per diluted share and income of $0.44 per diluted share for the three months ended September 30, 2018 and 2017, and 2016, respectively.

 

Selected Segment Financial Information

 

The following represents selected segment information for the nine months ended September 30, 20172018 and 20162017 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended September 30, 2017

 

    

 

 

    

 

    

 

 

    

 

 

    

 

 

 

 

U.S.

 

International

 

Renewable

 

Corporate and

 

 

 

 

 

Telecom

 

Telecom

 

Energy

 

Other (1)

 

Consolidated

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless

 

$

108,499

 

$

59,446

 

$

 —

 

$

 —

 

$

167,945

Wireline

 

 

10,443

 

 

171,125

 

 

 —

 

 

 —

 

 

181,568

Renewable Energy

 

 

 —

 

 

 —

 

 

14,765

 

 

 —

 

 

14,765

Equipment and Other

 

 

1,939

 

 

7,101

 

 

174

 

 

 —

 

 

9,214

Total Revenue

 

 

120,881

 

 

237,672

 

 

14,939

 

 

 —

 

 

373,492

Operating income (loss)

 

 

44,520

 

 

(7,713)

 

 

3,263

 

 

(25,952)

 

 

14,118

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended September 30, 2018

 

    

 

 

    

 

    

 

 

    

 

 

    

 

 

 

 

U.S.

 

International

 

Renewable

 

Corporate and

 

 

 

 

 

Telecom

 

Telecom

 

Energy

 

Other (1)

 

Consolidated

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless

 

$

85,767

 

$

67,279

 

$

 —

 

$

 —

 

$

153,046

Wireline

 

 

4,824

 

 

168,259

 

 

 —

 

 

 —

 

 

173,083

Renewable Energy

 

 

 —

 

 

 —

 

 

17,272

 

 

 —

 

 

17,272

Total Revenue

 

 

90,591

 

 

235,538

 

 

17,272

 

 

 —

 

 

343,401

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

35,839

 

 

37,450

 

 

3,687

 

 

(26,190)

 

 

50,786

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended September 30, 2017

 

    

 

 

    

 

    

 

 

    

 

 

    

 

 

 

 

U.S.

 

International

 

Renewable

 

Corporate and

 

 

 

 

 

Telecom

 

Telecom

 

Energy

 

Other (1)

 

Consolidated

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless

 

$

110,398

 

$

65,379

 

$

 —

 

$

 —

 

$

175,777

Wireline

 

 

10,483

 

 

172,294

 

 

 —

 

 

 —

 

 

182,777

Renewable Energy

 

 

 —

 

 

 —

 

 

14,938

 

 

 —

 

 

14,938

Total Revenue

 

 

120,881

 

 

237,673

 

 

14,938

 

 

 —

 

 

373,492

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

44,520

 

 

(7,832)

 

 

3,263

 

 

(25,953)

 

 

13,998

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Table of Contents

 

(1) Reconciling items refer to corporate overhead costs and consolidating adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended September 30, 2016

 

    

 

 

    

 

    

 

 

    

 

 

    

 

 

 

 

U.S.

 

International

 

Renewable

 

Corporate and

 

 

 

 

 

Telecom

 

Telecom

 

Energy

 

Other (1)

 

Consolidated

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wireless

 

$

117,194

 

$

60,106

 

$

 —

 

$

 —

 

$

177,300

Wireline

 

 

18,793

 

 

103,397

 

 

 —

 

 

 —

 

 

122,190

Renewable Energy

 

 

 —

 

 

 —

 

 

16,935

 

 

 —

 

 

16,935

Equipment and Other

 

 

1,716

 

 

10,071

 

 

259

 

 

 —

 

 

12,046

Total Revenue

 

 

137,703

 

 

173,574

 

 

17,194

 

 

 —

 

 

328,471

Operating income (loss)

 

 

39,698

 

 

28,320

 

 

(734)

 

 

(27,398)

 

 

39,886

A year over year summaryyear-to-date comparison of our segment results is as follows:

 

·

U.S. Telecom.  RevenuesRevenue within our U.S. Telecom segment decreased by $16.8$30.3 million, or 12.2%25.1%, to $120.9$90.6 million from $137.7$120.9 million for the nine months ended September 30, 2018 and 2017, and 2016, respectively.  Of this decrease, $7.8 million was attributable to our wholesale wireless operations which were subject to reduced wholesale roaming rates and revenue caps with certain carrier customers that more than offset an increase in its number of base stations and data traffic volumes.  In addition, revenue from our retail wireless business decreased $0.9 million as a result of decreased subscribers and traffic volumes.  In our wireline businesses, the Sovernet Transaction resulted in a decrease in revenue of $11.5 million which was partially offset by an increase in our wholesale long distance voice services of $2.7 million.

 

Of this decrease, $24.5 million was attributable to our wholesale wireless operations which had its revenue negatively impacted by $6.2 million relating to the July 2018 sale of 100 cell sites.  The remaining $18.3million decrease in our wholesale wireless revenue was primarily the result of a reduction in wholesale roaming rates and the impact of contractual revenue caps with certain carrier customers. 

In addition, we recorded a $0.2 million decrease in revenue from our retail wireless business and  our wireline operations reported a decline in traffic volumes within our wholesale long-distance services resulting in a decrease in revenues of $1.9 million in that business.  Also impacting year over year revenue was the impact of the Sovernet Transaction which represented $4.2 million of the total decrease.

Operating expenses within our U.S. Telecom segment decreased $21.6 million, or 22.0%28.3%, to $76.4$54.8 million from $98.0$76.4 million for the nine months ended September 30, 20172018 and 2016,2017, respectively.  This decrease in operating expenses was primarily related to a decreasethe July 2018 sale of $14.0 million as a result of100 cell sites and the Sovernet Transaction, expense reductions implemented over the last several quarters and expense offsets from funds received under the Phase I Mobility Funds partially offset by expansions and upgrades of our networks.gain recognized on such transaction.

 

As a result of the above, our U.S. Telecom segment’s operating income increased $4.8decreased $8.7 million, or 12.1%19.6%, to $44.5$35.8 million from $39.7$44.5 million for the nine months ended September 30, 20172018 and 2016,2017, respectively.

 

·

International Telecom.  Revenues within our International Telecom segment increased $64.1decreased $2.2 million, or 36.9%0.9%, to $237.7$235.5 million from $173.6$237.7 million for the nine months ended September 30, 2018 and 2017, and 2016, respectively.  This increase was related to the timing of the 2016 Acquisitions of OneComm and Viya which reported an aggregate of $130.2 million of revenue during the nine months ended September 30, 2017 as compared to $61.2 million for the nine months ended September 30, 2016.  This $69.0 million increase was partially offset by our sale of our operations in St. Maarten and the British Virgin Islands,  $4.4 million of service credits issued for the month of September to customers impacted by the Hurricanes and the deconsolidation of our Aruba operations.

Revenue within our U.S. Virgin Islands market included $15.3 million of additional funding from the FCC’s USF program to assist in the recovery of the impact of the Hurricanes, received during the nine months ended September 30, 2018.  This level of additional funding will not continue in future quarters. The impact of this additional funding was partially offset by the impact of the Hurricanes and the sale of our operations in the British Virgin Islands in August 2017 which reported $3.3 million of revenue during the nine months ended September 30, 2017. 

An increase in broadband revenues and the addition of our new managed services and technology platform, which began operations in September 2017, increased our revenues within the International Telecom market.

Operating expenses within our International Telecom segment increaseddecreased by $100.1$47.5 million, or 68.9%,19.3 %, to $245.4$198.0 million from $145.3$245.5 million for the nine months ended September 30, 20172018 and 2016,2017, respectively.  This increasedecrease was related toprimarily the timingresult of the 2016 Acquisitions of OneComm and Viya which reported an aggregate of $124.5$36.6 million of operatinghurricane related expenses recorded during the nine months ended September 30, 2017 as compared to $57.9 million forwell as the impact of the Hurricanes on our U.S. Virgin Islands operations throughout the nine months ended September 30, 2016.   In addition to this $66.6 million increase, the segment increase also includes $36.6 million related to the impact of the Hurricanes including $35.2 million for damaged assets and $1.3 million of additional operating expenses.  These increases were partially offset by operating efficiencies and the effects of the sale of our operations in St. Maarten and the British Virgin Islands.2018.

 

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As a result, our International Telecom segment’s operating income decreased(loss) increased to income of $37.5 million from a loss of $7.7 million from income of $28.3$7.8 million for the nine months ended September 30, 20172018 and 2016,2017, respectively.

·

Renewable Energy.  RevenuesRevenue within our Renewable Energy segment decreased $2.3increased $2.4 million, or 13.4%16.1%, to $14.9$17.3 million from $17.2$14.9 million for the nine months ended September 30, 20172018 and 2016,2017, respectively, primarily as a result of the increase in revenue from our newly completed solar power plants in India partially offset by a decrease in revenue in our U.S. operations as a result of the expiration of certain incentive energy credits from

47


the state of California.


Operating expenses within our Renewable Energy segment decreased $6.2increased by $2.0 million, or 34.6%17.2%, to $11.7$13.6 million from $17.9$11.6 million for the nine months ended September 30, 20172018 and 2016, respectively.  This decrease in expenses was primarily associated with acquisition-related expenses incurred during 2016 as a part of our Vibrant Acquisition partially offset by increased operating expenses incurred for Vibrant in 2017.

 

As a result of the above, our Renewable Energy segment’s operating income increased by $4.0$0.4 million, or 12.1%, to income of $3.3$3.7 million from a loss of $0.7$3.3 million for the nine months ended September 30, 20172018 and 2016,2017, respectively.

 

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Table of Contents

The following represents a year over year discussion and analysis of our results of operations for the nine months ended September 30, 20172018 and 20162017 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

Amount of

 

Percent

 

 

Nine Months Ended

 

Amount of

 

Percent

 

 

September 30, 

 

Increase

 

Increase

 

 

September 30, 

 

Increase

 

Increase

 

 

2017

 

2016

 

(Decrease)

 

(Decrease)

 

 

2018

 

2017

 

(Decrease)

 

(Decrease)

 

    

 

 

 

 

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

 

 

 

REVENUE:

 

 

    

    

 

    

    

 

    

    

    

 

 

 

    

    

 

    

    

 

    

    

    

 

Wireless

 

$

167,945

 

$

177,300

 

$

(9,355)

 

(5.3)

%  

 

$

153,046

 

$

175,777

 

$

(22,731)

 

(12.9)

%  

Wireline

 

 

181,568

 

 

122,190

 

 

59,378

 

48.6

 

 

 

173,083

 

 

182,777

 

 

(9,694)

 

(5.3)

 

Renewable Energy

 

 

14,765

 

 

16,935

 

 

(2,170)

 

(12.8)

 

 

 

17,272

 

 

14,938

 

 

2,334

 

15.6

 

Equipment and Other

 

 

9,214

 

 

12,046

 

 

(2,832)

 

(23.5)

 

Total revenue

 

$

373,492

 

$

328,471

 

$

45,021

 

13.7

%  

 

$

343,401

 

$

373,492

 

$

(30,091)

 

(8.1)

%  

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Termination and access fees

 

 

85,758

 

 

77,872

 

 

7,886

 

10.1

 

 

 

84,037

 

 

94,478

 

 

(10,441)

 

(11.1)

 

Engineering and operations

 

 

57,881

 

 

40,621

 

 

17,260

 

42.5

 

 

 

54,738

 

 

57,881

 

 

(3,143)

 

(5.4)

 

Sales and marketing

 

 

26,176

 

 

21,814

 

 

4,362

 

20.0

 

Equipment expense

 

 

8,720

 

 

10,751

 

 

(2,031)

 

(18.9)

 

Sales, marketing and customer services

 

 

25,969

 

 

26,176

 

 

(207)

 

(0.8)

 

General and administrative

 

 

76,969

 

 

62,525

 

 

14,444

 

23.1

 

 

 

77,470

 

 

77,089

 

 

381

 

0.5

 

Transaction-related charges

 

 

887

 

 

16,156

 

 

(15,269)

 

(94.5)

 

 

 

642

 

 

887

 

 

(245)

 

(27.6)

 

Restructuring charges

 

 

 —

 

 

1,785

 

 

(1,785)

 

(100.0)

 

Depreciation and amortization

 

 

65,904

 

 

52,913

 

 

12,991

 

24.6

 

 

 

64,602

 

 

65,904

 

 

(1,302)

 

(2.0)

 

Impairment of long-lived assets

 

 

 —

 

 

11,425

 

 

(11,425)

 

(100.0)

 

Bargain purchase gain

 

 

 —

 

 

(7,304)

 

 

7,304

 

100.0

 

(Gain) Loss on disposition of long-lived assets

 

 

513

 

 

27

 

 

486

 

1,800.0

 

Loss on damaged assets and other hurricane related charges

 

 

36,566

 

 

 —

 

 

36,566

 

100.0

 

(Gain) loss on disposition of long-lived assets

 

 

(15,509)

 

 

513

 

 

(16,022)

 

(3,123.2)

 

Loss on damaged assets and other hurricane related charges, net of insurance recovery

 

 

666

 

 

36,566

 

 

(35,900)

 

(98.2)

 

Total operating expenses

 

$

359,374

 

$

288,585

 

$

70,789

 

24.5

%  

 

$

292,615

 

$

359,494

 

$

(66,879)

 

(18.6)

%  

Income from operations

 

$

14,118

 

$

39,886

 

$

(25,768)

 

(64.6)

%  

 

$

50,786

 

$

13,998

 

$

36,788

 

262.8

%  

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

1,087

 

 

929

 

 

158

 

17.0

 

 

 

1,420

 

 

1,087

 

 

333

 

30.6

 

Interest expense

 

 

(6,567)

 

 

(3,674)

 

 

(2,893)

 

78.7

 

 

 

(6,759)

 

 

(6,567)

 

 

(192)

 

2.9

 

Loss on deconsolidation of subsidiary

 

 

(529)

 

 

 —

 

 

(529)

 

100.0

 

 

 

 —

 

 

(529)

 

 

529

 

(100.0)

 

Other expense, net

 

 

(1,751)

 

 

643

 

 

(2,394)

 

(372.3)

 

 

 

(3,042)

 

 

(1,631)

 

 

(1,291)

 

73.7

 

Other income (expense), net

 

$

(7,760)

 

$

(2,102)

 

$

(5,658)

 

269.2

%  

 

$

(8,381)

 

$

(7,639)

 

$

(741)

 

9.7

%  

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

 

 

6,358

 

 

37,784

 

 

(31,426)

 

(83.2)

 

INCOME BEFORE INCOME TAXES

 

 

42,405

 

 

6,359

 

 

36,047

 

567.0

 

Income tax expense

 

 

4,839

 

 

17,178

 

 

(12,339)

 

(71.8)

 

 

 

13,018

 

 

4,839

 

 

8,179

 

169.0

 

NET INCOME

 

 

1,519

 

 

20,606

 

 

(19,087)

 

(92.6)

 

 

 

29,387

 

 

1,519

 

 

27,868

 

1,834.6

 

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

 

 

(13,535)

 

 

(10,400)

 

 

(3,135)

 

30.1

 

 

 

(10,705)

 

 

(13,535)

 

 

2,830

 

(20.9)

 

NET INCOME ATTRIBUTABLE TO ATN INTERNATIONAL, INC. STOCKHOLDERS

 

$

(12,016)

 

$

10,206

 

$

(22,222)

 

(217.7)

%  

NET INCOME (LOSS) ATTRIBUTABLE TO ATN INTERNATIONAL, INC. STOCKHOLDERS

 

$

18,682

 

$

(12,016)

 

$

30,698

 

(255.5)

%  

 

Wireless revenue.Wireless revenue decreased by $9.4$22.7 million, or 5.3%12.9%, to $167.9$153.0 million for the nine months ended September 30, 20172018 from $177.3$175.8 million for the nine months ended September 30, 2016.2017.  The decreases in wireless revenue, within our segments, consisted of the following:

 

·

U.S. Telecom. Wireless revenue within our U.S. Telecom segment decreased by $8.7$24.6 million, or 7.4%22.3%, to $108.5$85.8 million from $117.2$110.4 million, for the nine months ended September 30, 20172018 and 2016,2017, respectively.  Wholesale wireless revenue decreased by $7.8$24.4 million or 7.6%25.3%, to $95.4$72.2 million from $103.1$96.6 million for the

48


nine months ended September 30, 2018 and 2017, and 2016, respectively, asrespectively.  Of this decrease, $6.2 million was related to the July 2018 sale of 100 cell sites with the remaining decrease a result of a reduction in wholesale roaming rates and the impact of contractual revenue caps with ourcertain carrier customers.  This decrease was partially offset by growth in data traffic volumes as a result of capacity and technology upgrades to our network and the increase in the number of base stations to 1,061 from 926as of September 30, 2017

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and 2016, respectively. Our U.S. Telecom’s retail operations reported a decrease in wireless revenues of $0.9$0.2 million, or 6.4%1.4%, to $13.1$13.6 million from $14.0$13.8 million for the nine months ended September 30, 20172018 and 2016,2017, respectively, as a result of a decrease in subscribers and traffic volumes. 

 

·

International Telecom.  Within our International Telecom segment, wireless revenue decreasedincreased by $0.7$1.9 million, or 1.2%2.9%, to $59.4$67.3 million for the nine months ended September 30, 20172018 from $60.1$65.4 million for the nine months ended September 30, 2016.2017.   This decreaseincrease was primarily related to the decline in roaming revenues within many of our international markets and the deconsolidation of our operations in Aruba. These decreases were partially offset by an increase in wireless subscribersvoice and data traffic offset by a $0.8 million decrease in Guyana.revenues in the U.S. Virgin Islands which was negatively impacted by the Hurricanes.

 

Wireline revenue.  Wireline revenue increaseddecreased by $59.4$9.7 million, or 48.6%5.3%, to $181.6$173.1 million from $122.2$182.8 million for the nine months ended September 30, 20172018 and 2016,2017, respectively.  The increasesdecreases in wireline revenue, within our segments, consisted of the following:

 

·

U.S. Telecom. Wireline revenue decreased within our U.S. Telecom segment by $8.4$5.7 million, or 44.7%54.3%, to $10.4$4.8 million from $18.8$10.5 million, for the nine months ended September 30, 20172018 and 2016,2017, respectively, primarily asdue to the Sovernet Transaction which resulted in a result$4.2 million reduction in wireline revenue.  The remainder of the effects the Sovernet Transaction.decrease relates to a decrease in traffic volume within our wholesale long-distance voice services operations.

 

·

International Telecom.  Within our International Telecom segment, wireline revenue increaseddecreased by $67.7$4.0 million, or 65.5%2.3%, to $171.1$168.3 million from $103.4$172.3 million, for the nine months ended September 30, 20172018 and 2016,2017, respectively. This increasedecrease was related to the timingresult of the 2016 Acquisitionsimpact of OneCommthe Hurricanes and Viyathe August 2017 sale of our operations in the British Virgin Islands which reported an aggregate of $126.3recorded $3.3 million of revenue during the nine months ended September 30, 2017 as compared to $56.6 million for the nine months ended September 30, 2016.  This $69.7 million increase was2017.  These decreases were partially offset by $15.4 million in additional USF funding from the FCC, a $6.8 million increase in revenue in our saleother International Telecom markets and the addition of our managed service and technology platform which began operations in St. Maarten and the British Virgin Islands and $4.4 million of service credits issued for the month of September to customers impacted by the Hurricanes.2017.

 

  Renewable energy revenue.Renewable energy revenue decreased $2.2increased by $2.4 million, or 12.8%15.6%, to $14.8$17.3 million from $16.9$14.9 million for the nine months ended September 30, 20172018 and 2016,2017, respectively, primarily as a result of the increase in revenue from our newly completed solar power plants in India, and partially offset by a $1.0 million decrease in our U.S. operations as a result of the expiration of certain incentive energy credits from the state of California and decreased production due toadverse weather conditions in California.the northeast United States. 

Equipment and other revenue.  Equipment and other revenue decreased by $2.8 million, or 23.5%, to $9.2 million from $12.0 million for the nine months ended September 30, 2017 and 2016, respectively.   The net decreases in equipment and other revenue, within our segments, consisted of the following:

·

U.S. Telecom. Equipment and other revenue increased within our U.S. Telecom segment by $0.2 million, or 11.8%, to $1.9 million from $1.7 million, for the nine months ended September 30, 2017 and 2016, respectively, as a result of a decrease in handset sales within the retail operation of our wireless businesses and the effects of the Sovernet Transaction.

·

International Telecom.  Within our International Telecom segment, equipment and other revenue decreased by $3.0 million, or 29.7%, to $7.1 million from $10.1million, for the nine months ended September 30, 2017 and 2016, respectively. This decrease was primarily the result of a reduction in handset sales in most of our markets.

·

Renewable Energy. Our Renewable Energy segment reported $0.2 million and $0.3 million during the nine months ended September 30, 2017 and 2016, respectively, as a result of consulting fees recognized by our Vibrant Energy operations.

 

Termination and access fee expenses.  Termination and access fees increaseddecreased by $7.9$10.4 million, or 10.1%11.1%, to $85.8$84.0 million from $77.9$94.5 million for the nine months ended September 30, 2018 and 2017, and 2016, respectively.  IncreasesNet decreases in termination and access fees, within our segments, consisted of the following:

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U.S. Telecom. Termination and access fees within our U.S. Telecom segment decreased by $6.3$5.6 million, or 16.9%16.2%, to $31.0$29.0 million from $37.3$34.6 million, for the nine months ended September 30, 2018 and 2017, and 2016, respectively.  Within our wholesale wireless operations, theOf this decrease, $2.2 million was primarily a result of an expense reduction implemented over the last several quarters and expense offsets from funds received under the Phase I Mobility Funds.  Additionally, there was a decrease of $6.6 million within our other wireline operations as a result ofrelated to the effects of the Sovernet Transaction.Transaction within our wireline operations.  Additionally, a decrease in traffic volume within our wholesale long-distance voice services business resulted in a decrease in termination and access fees of $2.1 million within that business with the remaining decrease being attributable to decreased traffic volume in our U.S. wireless business.

·

International Telecom.  Within our International Telecom segment, termination and access fees increaseddecreased by $14.1$5.1 million, or 35.6%8.6%, to $53.7$53.9 million from $39.6$59.0 million, for the nine months ended September 30, 2018 and 2017, and 2016, respectively. Of this decrease, $7.7 million was caused This increase was related to the timing of the 2016 Acquisitions of OneComm and Viya which reported an aggregate of $35.4 million of revenue during the nine months ended September 30, 2017 as compared to $19.2 million for the nine months ended September 30, 2016.  This $16.2 million increase was partially offset by our sale of our operations in St. Maarten and the British Virgin Islands and a reduction in television programming and other variable costs which were not incurred as a result of the impact of the Hurricanes and the sale of our ope.rations in the British Virgin Islands.  These decreases were partially offset by the costs incurred by our new managed services and technology platform, which began operations in September 2017, and within our other international markets.

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·

Renewable Energy.  Termination and access fees within our Renewable Energy segment remained consistent atincreased $0.4 million, or 40.0%, to $1.4 million from $1.0 million for the nine months ended September 30, 2018 and 2017, and 2016.respectively, as a result of increased activity in our India operations.

 

Engineering and operations expenses.  Engineering and operations expenses increaseddecreased by $17.3$3.2 million, or 42.5%5.4%, to $57.9$54.7 million from $40.6$57.9 million for the nine months ended September 30, 20172018 and 2016,2017, respectively.  The net increasedecrease in engineering and operations, within our segments, consisted of the following:

 

·

U.S. Telecom. Engineering and operations expenses decreased within our U.S. Telecom segment by $2.9$0.8 million, or 22.1%7.8%, to $10.2$9.4 million from $13.1$10.2 million, for the nine months ended September 30, 20172018 and 2016,2017, respectively, primarily as a result of the Sovernet Transaction, which resulted in a decrease of $0.6 million, and operating efficiencies within our wireless businesses and the effects of the Sovernet Transaction.businesses.

·

International Telecom.  Within our International Telecom segment, engineering and operations expenses increaseddecreased by $19.9$2.0 million, or 74.5%4.3%, to $46.6$44.6 million from $26.7$46.6 million, for the nine months ended September 30, 20172018 and 2016,2017, respectively. This increasedecrease was primarily related to a decrease in our U.S. Virgin Islands operations which were impacted by the timing of the 2016 Acquisitions of OneCommHurricanes and Viyaour other international markets which reported an aggregate of $33.6 million of these expenses during the nine months ended September 30, 2017 as compared to $12.5 million for the nine months ended September 30, 2016.experienced operational efficiencies.

 

·

Renewable Energy. Engineering and operations expenses within our Renewable Energy segment increaseddecreased $0.3 million, or 75.0%, to $0.4$0.1 million from $0.3$0.4 million for the nine months ended September 30, 20172018 and 2016, respectively, as a result of2017.

·

Corporate Overhead. Engineering expenses within our continued development of our Vibrant projects.corporate overhead decreased $0.1 million, or 12.5%, to $0.7 million from $0.8 million for the nine months ended September 30, 2018 and 2017.

 

 Sales and marketing expenses.  Sales and marketing expenses increaseddecreased by $4.4$0.2 million, or 20.0%0.8%, to $26.2$26.0 million from $21.8$26.2 million for the nine months ended September 30, 20172018 and 2016,2017, respectively.  The net increasedecrease in sales and marketing expenses, within our segments, consisted of the following:

 

·

U.S. Telecom. Sales and marketing expenses decreased within our U.S. Telecom segment by $1.5$0.3 million, or 36.6%11.5%, to $2.6$2.3 million from $4.1$2.6 million, for the nine months ended September 30, 20172018 and 2016,2017, respectively, primarily as a result of a decrease in promotionsmarketing and advertising within the retail operations of our wireless business and the Sovernet Transaction.business.

·

International Telecom.  Within our International Telecom segment, our sales and marketing expenses increased by $5.8remained consistent at $23.6 million or 32.8%, to $23.5 million from $17.7 million, for the nine months ended September 30, 20172018 and 2016, respectively. This2017.  The increase reported from most of our international markets was related to the timingoffset by a decrease of the 2016 Acquisitions of OneComm and Viya which reported an aggregate of $9.9$1.4 million of these expenses 

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during the nine months ended September 30, 2017 as compared to $3.5 million for the nine months ended September 30, 2016.

Equipment expenses.  Equipment expenses decreased by $2.0 million, or 18.9%, to $8.7 million from $10.8 million for the nine months ended September 30, 2017 and 2016, respectively. The decreases in equipment expenses, within our segments, consisted of the following:

·

U.S. Telecom. Equipment expenses decreased within our U.S. Telecom segment by $1.1 million, or 33.3%, to $2.2 million from $3.3 million, for the nine months ended September 30, 2017 and 2016, respectively.  This decrease was related to a decrease in handset sales within the retail operation of our wireless businesses.

·

International Telecom. Equipment expenses decreased within our International Telecom segment by $0.8 million, or 10.8%, to $6.6 million from $7.4 million, for the nine months ended September 30, 2017 and 2016, respectively,Virgin Islands operations, caused as a result of an overall decrease in handset sales in our various markets.the Hurricanes.

 

 General and administrative expenses.  General and administrative expenses increased by $14.4$0.4 million, or 23.1%0.5%, to $77.0$77.5 million from $62.5$77.1 million for the nine months ended September 30, 20172018 and 2016,2017, respectively.  Net increases in general and administrative expenses, within our segments, consisted of the following:

 

·

U.S. Telecom. General and administrative expenses decreased within our U.S. Telecom segmentincreased by $1.1$1.0 million, or 9.3%, to $11.7 million from $10.7 million from $11.8primarily to support our wireless operations and the addition of new in-building and large scale fiber network businesses offset by a $0.5 million for the nine months ended September 30, 2017 and 2016, respectively as a result of the effectsimpact of the Sovernet Transaction partially offset by an increase in our wireless businesses to support its expanding wireless networks.

Transaction.

·

International Telecom. General and administrative expenses increaseddecreased within our International Telecom segment by $12.1$0.6 million, or 43.4%1.5%, to $40.0$39.4 million from $27.9$40.0 million, for the nine months ended September 30, 2018 and 2017, and 2016, respectively.  This increaseThe decrease was primarily related to our U.S. Virgin Islands operations as it continues to recover from the timingimpact of the 2016 Acquisitions of OneCommHurricanes and Viyacertain cost reduction programs in our other international markets.  These decreases were partially offset by our new managed services and technology platform which reported an aggregate of $24.7 million of these expenses during the nine months endedbegan operations in September 30, 2017 as compared to $13.0 million for the nine months ended September 30, 2016.2017.

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·

Renewable Energy. General and administrative expenses within our Renewable Energy segment increaseddecreased by $1.6$0.2 million, or 42.1%3.7%, to $5.4$5.2 million from $3.8$5.4 million for the nine months ended September 30, 20172018 and 2016, respectively, as a result of overhead and operating expenses incurred for the development of our India operations.2017.

·

Corporate Overhead.  General and administrative expenses increased within our corporate overhead by $1.9$0.3 million, or 10.0%1.4%, to $20.9$21.2 million from $19.0$20.9 million, for the nine months ended September 30, 2018 and 2017, and 2016, respectively, primarily related to an increase in professional fees, in order to support our expanding operations. 

 

 Transaction-related charges.  We incurred $0.9$0.6 million and $16.2$0.9 million of transaction‑related charges during the nine months ended September 30, 2018 and 2017, respectively. The 2018 transaction-related charges were primarily related to the sale of our Ahana operations within our Renewable Energy segment and 2016, respectively.our new in-building and large scale fiber network platforms.  Substantially all of the 2017 expenses were related to the Sovernet Transaction. For the nine months ended September 30, 2016, substantially all of the expenses were related to our Viya, One Communications and Vibrant Acquisitions.

Restructuring Charges.    During the nine months ended September 30, 2016, we incurred $1.8 million of certain restructuring costs in connection with the integration of One Communications and ATN.

 

Depreciation and amortization expenses.  Depreciation and amortization expenses increaseddecreased by $13.0$1.3 million, or 24.6%2.0%, to $65.9$64.6 million from $52.9$65.9 million for the nine months ended September 30, 2018 and 2017, and 2016, respectively.  IncreasesNet decreases in depreciation and amortization expenses, within our segments, consisted primarily of the following:

 

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·

U.S. Telecom. Depreciation and amortization expenses increaseddecreased within our U.S. Telecom segment by $1.6 $0.1 million, or 9.1%0.5%, to $19.1$19.0 million from $17.5$19.1 million, for the nine months ended September 30, 20172018 and 2016,2017, respectively, as a result of certainthe completion of the previously disclosed sale of approximately 100 cell sites within our U.S. wireless network expansionsoperations which reduced depreciation expense by $1.0 million and upgrades partially offset by the effects of the Sovernet Transaction.Transaction which reduced depreciation and amortization expenses by $0.6 million.  These decreases were partially offset by network expansions and upgrades within other geographic areas of our U.S. wireless operations.

·

International Telecom. Depreciation and amortization expenses increaseddecreased within our International Telecom segment by $10.9$2.4 million, or 39.8%6.3%, to $38.3$35.9 million from $27.4$38.3 million, for the nine months ended September 30, 20172018 and 2016,2017, respectively. This increasedecrease was primarily related to the timinga $4.9 million reduction in depreciation expense within our U.S. Virgin Islands market on assets that were damaged and written off as a result of the 2016 AcquisitionsHurricanes partially offset by the expansion and upgrades of OneComm and Viya which reported an aggregate of $19.8 million of depreciation and amortization expenses during the nine months ended September 30, 2017 as compared to $9.3 million for the nine months ended September 30, 2016.our network assets in our other International Telecom markets.

 

·

Renewable Energy. Depreciation and amortization expenses within our Renewable Energy segment increased by $1.3$0.6 million, or 36.1%12.2%, to $4.9$5.5 million from $3.6$4.9 million as a result of capital expenditures primarily related to the construction of our Vibrant Energy operations.solar operations in India.

·

Corporate Overhead.  Depreciation and amortization expenses decreasedincreased by $0.9$0.7 million or 20.5%20.0% to $3.5$4.2 million from $4.4$3.5 million for the threenine months ended September 30, 20172018 and 2016,2017, respectively, as a result of certain tangible assets becoming fully depreciated.being placed into service.

 

Impairment(Gain) loss on disposition of long-lived assets.assets.   During June 2016, as a result of industry consolidation activities and a review of strategic alternatives for our U.S. Wireline business in the Northeast, we identified factors indicating the carrying amount of certain assets may not be recoverable.  More specifically, the factors included the competitive environment, recent industry consolidation, and our view of future opportunities in the market which began to evolve in the second quarter of 2016.  As a result of these factors, the analysis concluded that certain U.S. Wireline assets in the U.S. Telecom segment were overvalued.  As a result, we recorded a non-cash impairment charge of $11.1 million during the nine months ended September 30, 2016.  The impairment reduced the carrying value of long lived assets by $3.6 million and goodwill by $7.5 million.

Bargain purchase gain.In connection with the One Communications Acquisition,2018, we recorded a bargain purchase gain of $7.3 million duringon the nine months ended September 30, 2016.  The purchase price and resulting bargain purchase gain are the result of the market conditions and competitive environment in which One Communications operates along with the Company's strategic position and resources in those same markets.  Both companies realized that their combined resources would accelerate the transformation of both companies to better serve customers in these markets.  The bargain purchase gain is included in operating income in the accompanying income statement for the nine months ended September 30, 2016. 

Loss on disposition of long-lived assets of $15.5 million as a result of a $15.2 million gain on the previously disclosed sale of approximately 100 cell sites and a $2.4 million gain on the sale of certain telecommunication licenses within our U.S. wireless operations. These gains were partially offset by a $1.5 million loss recorded in connection with certain .asset disposals and settlement agreements within our Renewable Energy segment and a $0.7 million loss on the disposal of miscellaneous assets within our U.S. wireless operations.  During the nine months ended September 30, 2017, we recorded a loss of $0.5 million in connection with the Sovernet Transaction.

 

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Loss on damaged assets and other hurricane related charges. During September 2017, the economy, our customer base and our operations and customers in the U.S. Virgin Islands were severely impacted by both Hurricane Irmathe Hurricanes. 

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During the nine months ended September 30, 2018, we incurred $0.7 million in expenses associated with the procurement of continued building maintenance, security services, the supply of alternative power and subsequently Hurricane Maria (collectively,related professional fees.

During the “Hurricanes”).  Both our wireless and wireline networks and commercial operations were severely damaged by these storms.  As a resultnine months ended September 30, 2017, we recorded $36.6 million in hurricane related charges of the significant damagewhich $35.2 million was in connection with damages incurred to our wireline network and the ongoing lack of consistent commercial power in the territory since the Hurricanes, we have been unable to provide most of our wireline services, which comprise the majority of revenue, in the business.  Due to the ongoing poor conditions on the islands, the continued lack of consistent commercial power, and the damage to our wireline infrastructure, we currently expect this impact to wireline revenue to continue for the next several quarters and estimate that it will be most pronounced in the fourth quarter of 2017.

As of November 9, 2017, our preliminary assessment of the level of wireline and wireless network damage by the Hurricanesnetworks and corresponding loss has been estimated as $35.2 million.  This amount, along with  $1.4 million  ofrelated to additional operating expenses that we specifically incurred during the quarter2017 to specifically address the impact of the Hurricanes, has been recorded in our statement of operations for the three and nine months ended September 30, 2017.  The level of network damage assessment and losses on damaged assets is based on information known as of the filing of this Form 10-Q.  Given the current conditions in the USVI, including curfews, limited access to areas of the islands and the lack of consistent commercial power, additional damages may be discovered upon being able to fully access these areas and/or once commercial power is restored and we can bring our networks fully online.  This assessment will continue to be updated in subsequent quarters as more information becomes available.   

We have insurance coverage for a combination of replacement costs of damaged property, extra expenses and business interruption and could potentially receive proceeds up to an aggregate of approximately $34.0 million against these insurance claims but we believe that total losses for these items will exceed these aggregate proceeds.  We do not expect to record any insurance recovery, however, until 2018, when our assessment is complete and we can determine the amount and nature of our claims under our insurance policies.Hurricanes.

 

Interest income.   Interest income represents interest earned on our cash, cash equivalents, restricted cash and short term investment balances.

Interest income increased to $1.1$1.4 million from $0.9$1.1 million for the nine months ended September 30, 2018 and 2017, and 2016.respectively.  The effects ofincrease was primarily related to an increase in the return on our cash, cash equivalents and marketable securities were partially offset by a decrease in those assets as compared to the previous year.

 

Interest expense.  Interest expense increased by $2.9$0.2 million, or 2.9%, to $6.8 million from $6.6 million from $3.7 million for the nine months ended September 30, 2017 and 2016, respectively.  Theas a result of a slight increase predominantly reflectsin the interest incurredrate on our variable rate debt used to finance a portion ofand the Viya Acquisition, the term loans assumed withincrease in the One Communications Acquisition,debt which werewas refinanced on September 30, 2017in May 2017.  The increase in interest expense was partially offset by the effects of the semi-annual principal repayments of the Ahana debt and the increased loan balance onquarterly principal repayments of the refinanced Ahana Debt. One Communications debt.

 

Loss on deconsolidation of subsidiary.  During the nine months ended September 30, 2017, we recorded a $0.5$0.4 million loss on the deconsolidation of a portion our U.S. Wireline operations upon the completion of the Sovernet Transaction.  There were no similar changes during the nine months ended September 30, 2018.   

 

Other income (expense), net.  OtherFor the nine months ended September 30, 2018, other income (expense), net was an$3.0 million expense of $1.8 million forwhich was primarily related to losses on foreign currency transactions.  For the nine months ended September 30, 2017, and included ourother income (expense) was an expense of $1.8 million which was primarily related to a loss on our equity method investment in our Aruba operations of $1.9 $1.9 million partially offset by a gain on the sale of marketable securities of $0.8 $0.8 million and the net lossesloss on foreign currency transactions.transactions of $0.7 million.

 

Income taxes.   Our effective tax rate for the nine months ended September 30, 2018 and 2017 was 30.7% and 2016 was 76.1% and 45.5%, respectively.  WhenThe effective tax rate for the nine months ended September 30, 2018 was primarily impacted by the following items:  (i) a company operates$2.0 million increase (net) of unrecognized tax positions recognized discretely, (ii) a $0.6 million benefit (net) to record a return to accrual adjustment recognized discretely, (iii)  a $0.5 million benefit for the release of a capital loss valuation allowance due to a capital gain on a sale of a wireless license, (iv) a $1.4 million benefit (net) to record a valuation allowance release on an indefinite lived intangible asset  recognized discretely, (v) a $0.7 million provision for the intercompany sale of assets from the U.S. to the U.S. Virgin Islands, and (vi) the mix of income generated among the jurisdictions in a jurisdiction that generates ordinary losses but does not expect to realize them, ASC 740-270-30-36(a) requireswhich we operate along with the exclusion of losses in jurisdictions where we cannot benefit from those losses as required by ASC 740-270-30-36(a), primarily in the respective jurisdiction from the overall annual effective tax rate (“AETR”) calculationU.S. Virgin Islands and instead, a separate AETR should be computed.  India.  

The effective tax rate for the nine months ended September 30, 2017 was primarily impacted by the following items: (i) the exclusion of losses in jurisdictions where we cannot benefit from those losses as required by ASC 740-270-30-36(a), primarily in the U.S.

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Virgin Islands, (ii) a $3.4 million benefit for the net capital loss due to the stock sales of our businesses in New England, New York and St. Maarten, (iii) a $3.4 million amended return refund claim filed for tax year 2013 recognized discretely in the third quarter, (iv) a $683 thousand$0.7 million increase (net) in unrecognized tax benefits related to current year and prior year positions recognized discretely in respective quarters, (v) a $367 thousand$0.4 million benefit (net) to record  return to accrual adjustments recognized discretely in the respective quarter and, (vi) the mix of income generated among the jurisdictions in which we operate.  The effective tax rate for the nine months ended September 30, 2016 was impacted by the following items: (i) certain transactional charges incurred in connection with our acquisitions that had no tax benefit, (ii) an impairment charge to write down the value of assets related to our wireline business, (iii) the mix of income generated among the jurisdictions in which we operate, and (iv) $2.2 million provision (net) to record multiple discrete items.

Our effective tax rate is based upon estimated income before provision for income taxes for the year, composition of the income in different countries, and adjustments, if any, in the applicable quarterly periods for potential tax consequences, benefits and/or resolutions of tax contingencies. Our consolidated tax rate will continue to be impacted by any transactional or one-time items in the future and the mix of income in any given year generated among the jurisdictions in which we operate.  Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, we made reasonable estimates of the effects and recorded provisional amounts in our

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consolidated financial statements as of December 31, 2017. In the third quarter of 2018 we made adjustments to the provisional amounts, including continued refinements to our deferred taxes of a $0.4 million provision from the $18.0 million benefit recorded at year-end and a $2.5 million provision on the deemed repatriation of undistributed foreign earnings in addition to the $7.4 million provision recorded at year-end. We continue to collect and prepare necessary data, and interpret the Tax Act and any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies. The accounting for the tax effects of the Tax Act will be completed by the end of 2018.  While we believe we have adequately provided for all tax positions, amounts asserted by taxing authorities could materially differ from our accrued positions as a result of uncertain and complex application of tax law and regulations.  Additionally, the recognition and measurement of certain tax benefits include estimates and judgment by management. Accordingly, we could record additional provisions or benefits for U.S. federal, state, and foreign tax matters in future periods as new information becomes available.

 

Net income attributable to non-controlling interests.interests, net of tax.  Net income attributable to non-controlling interests reflected an allocation of $13.5$10.7 million and $10.4$13.5 million of income generated by our less than wholly-owned subsidiaries for the nine months ended September 30, 2018 and 2017, and 2016, respectively, an increasea decrease of $3.1$2.8 million or 30.1%20.9%.  Changes in net income attributable to non-controlling interests, net of tax, within our segments, consisted of the following:

 

·

U.S. Telecom. Net income attributable to non-controlling interests, increasednet of tax decreased by $0.5$2.6 million, or 10.2%48.1%, to $5.4$2.8 million from $4.9$5.4 million for the nine months ended September 30, 2018 and 2017, and 2016, respectively, primarily as a result of the effects of the Sovernet transaction partially offset by decreased profitability at certain less than wholly owned subsidiaries ofwithin our U.S. wireless retail operations.

·

International Telecom. Net income attributable to non-controlling interests, increasednet of tax decreased by $3.4$0.1 million, or 87.2%1.4%, to $7.3$7.2 million from $3.9$7.3 million, primarily as a result of an increase in profitsdecreased profitability in our Bermuda operations as a result ofless than wholly owned subsidiaries within our One Communications acquisitions.international operations.

 

·

Renewable Energy. Net income attributable to non-controlling interests, net of tax decreased by $0.1 million, or 12.5% to $0.7 million from $0.8 million or 50.0%, to $0.8 million from $1.6 million, as a result of decreased profitabilityfor the nine months ended September 30, 2018 and our increased ownership within our domestic solar operations.2017, respectively.

 

Net income (loss) attributable to ATN International, Inc. stockholders.  Net income (loss) attributable to ATN International, Inc. stockholders was income of $18.7 million and a loss of $12.0 and income of $10.2 million for the nine months ended September 30, 2018 and 2017, and 2016, respectively.

 

On a per share basis, net income (loss) was income of $1.16 and a loss of $0.74 and income of $0.63 per diluted share for the nine months ended September 30, 20172018 and 2016,2017, respectively.

 

Regulatory and Tax Issues

 

We are involved in a number of regulatory and tax proceedings. A material and adverse outcome in one or more of these proceedings could have a material adverse impact on our financial condition and future operations.  For discussion of ongoing proceedings, see Note 1214 to the Unaudited Condensed Consolidated Financial Statements in this Report.

 

Tax Reform

The Tax Act also commonly referred to as U.S. tax reform, which was signed into law on December 22, 2017, has resulted in significant changes to the U.S. corporate income tax system and the U.S. Virgin Islands mirror code which replaces “United States” with “U.S. Virgin Islands” throughout the Internal Revenue Code. These changes include a U.S. federal statutory rate reduction from 35% to 21%, which results in a U.S. Virgin Islands rate change of 38.5% to 23.1% under the mirror tax code which allows for a 10% surcharge on the U.S. federal tax rate, 100% expensing of certain qualified capital investments, the elimination or reduction of the alternative minimum tax regime, certain domestic deductions and credits and limitations on the deductibility of interest expense and executive compensation.

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The Tax Act also transitions international taxation from a worldwide system to a modified territorial system and includes two base erosion prevention measures on non-U.S. earnings, which has the effect of subjecting certain earnings of our foreign subsidiaries to U.S. taxation as global intangible low taxed income (“GILTI”) and eliminates the deduction of certain payments made to related foreign corporations, and imposes a minimum tax if greater than regular tax under the base-erosion and anti-abuse tax (“BEAT”). These changes became effective beginning in 2018. The Tax Act also includes a one-time mandatory deemed repatriation tax on accumulated foreign subsidiaries' previously untaxed foreign earnings (“the Transition Toll Tax”).

Transition Toll Tax 

The Tax Act eliminates the deferral of U.S. income tax on the historical unrepatriated earnings by imposing the Transition Toll Tax, which is a one-time mandatory deemed repatriation tax on undistributed foreign earnings. The Transition Toll Tax is assessed on the U.S. shareholder's share of the foreign corporation's accumulated foreign earnings that have not previously been taxed. Earnings in the form of cash and cash equivalents will be taxed at a rate of 15.5% and all other earnings will be taxed at a rate of 8.0%.

Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, we made reasonable estimates of the effects and recorded provisional amounts in our consolidated financial statements as of December 31, 2017. In the third quarter of 2018 we made adjustments to the provisional amounts, including a $2.5 million provision on the deemed repatriation of undistributed foreign earnings in addition to the $7.4 million provision recorded at year-end. We continue to collect and prepare necessary data, and interpret the Tax Act and any additional guidance issued by the U.S. Treasury Department, IRS, and other standard-setting bodies. The accounting for the tax effects of the Tax Act will be completed by the end of 2018. 

At September 30, 2018, we continue to assert our earnings are provisionally permanently reinvested outside the U.S., however the tax impact of subsequent cash distributions from our foreign subsidiaries will be limited to foreign withholding, where applicable, and state taxes.  A cash dividend from Guyana was made in 2018, however these distributions are not subject to Guyanese withholding tax and the US state tax impact is minimal.

Effect on Deferred Tax Assets and Liabilities and other Adjustments

Our deferred tax assets and liabilities are measured at the enacted tax rate expected to apply when these temporary differences are expected to be realized or settled.  Our deferred tax balances at December 31, 2017 were adjusted for the impact of the Tax Act; an additional adjustment of $0.4 million was recorded in the three-month period ending September 30, 2018 for temporary differences finalized with the filing of the 2017 tax return.

The BEAT provisions in the Tax Act eliminate the deduction of certain base-erosion payments made to related foreign corporations, and impose a minimum tax if greater than regular tax. We do not expect we will be subject to this tax and therefore have not included any tax impacts of BEAT in our consolidated financial statements for the nine months ended September 30, 2018.  Based on our initial calculation under the GILTI rules, we do not have an inclusion as of September 30, 2018.  The FASB staff Q&A, Topic 740 No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or to recognize the resulting tax on GILTI as a period expense in the period the tax is incurred. Our selection of an accounting policy with respect to the new GILTI tax rules will depend, in part, on analyzing our global income to determine whether we expect to have future U.S. inclusions in taxable income related to GILTI and, if so, what the impact is expected to be.  Therefore, we have not made any adjustments related to potential GILTI tax in our financial statements and have not made a policy decision regarding whether to record deferred taxes on GILTI.

Status of our Assessment

Our preliminary estimate of the Transition Toll Tax and the remeasurement of our deferred tax assets and liabilities is subject to the finalization of management’s analysis related to certain matters, such as developing interpretations of the provisions of the Tax Act, changes to certain estimates and amounts related to the earnings and

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profits of certain subsidiaries and the filing of our tax returns. U.S. Treasury regulations, administrative interpretations or court decisions interpreting the Tax Act may require further adjustments and changes in our estimates. 

The final determination of the Transition Toll Tax and the remeasurement of our deferred assets and liabilities will be completed as additional information becomes available, but no later than one year from the enactment of the Tax Act.  As previously noted, we have made revisions to our provisional estimates however we continue to analyze certain income tax effects of The Act and the subsequent IRS notices and proposed regulations.

Liquidity and Capital Resources

 

Historically, we have met our operational liquidity needs through a combination of cash on hand and internally generated funds and have funded capital expenditures and acquisitions with a combination of internally generated funds, cash on hand, proceeds from dispositions, borrowings under our credit facilities and seller financing. We believe our current cash, cash equivalents, short term investments and availability under our current credit facility will be sufficient to meet our cash needs for at least the next twelve months for working capital needs and capital expenditures.

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Uses of Cash

 

Acquisitions and Investments.investments.  Historically, we have funded our acquisitions with a combination of cash on hand, borrowings under our credit facilities and seller financing. 

We continue to explore opportunities to expand our telecommunications and our international renewable energy businesses or acquire new businesses and licenses in the United States, the Caribbean and elsewhere. Such acquisitions, including acquisitions of renewable energy assets, may require external financing. While there can be no assurance as to whether, when or on what terms we will be able to acquire any such businesses or licenses or make such investments, such acquisitions may be accomplished through the issuance of shares of our capital stock, payment of cash or incurrence of additional debt. From time to time, we may raise capital ahead of any definitive use of proceeds to allow us to move more quickly and opportunistically if an attractive investment materializes.

As of September 30, 2017,2018, we had approximately $249.5$174.0 million in cash, cash equivalents and restricted cash and short term investments.cash. Of this amount, $147.9$57.7 million was held by our foreign subsidiaries and is provisionally indefinitely invested outside the United States. The amount held by our foreign subsidiaries decreased from the December 31, 2017 balance of $113.9 million primarily as the result of a $52.0 million dividend paid by our Guyana subsidiary during the first quarter of 2018 of which $41.6 million was paid to ATN (and eliminated in consolidation) while the remaining $10.4 million was paid to that subsidiary’s minority shareholder. As the Tax Act resulted in a one-time transition tax on the deemed repatriation of foreign earnings for federal tax purposes, the tax impact of subsequent cash distributions will be limited to foreign withholding tax, foreign exchange gain or loss, where applicable,  and state taxes.  In addition, we had approximately $159.7$91.9 million of debt (excluding the Ahana Debt which has been reclassified to Liabilities held for sale in the accompanying September 30, 2018 balance sheet), net of unamortized deferred financing costs, as of September 30, 2017.2018. How and when we deploy our balance sheet capacity will figure prominently in our longer-term growth prospects and stockholder returns.

Capital Expenditures.expenditures.  Historically, a significant use of our cash has been for capital expenditures to expand and upgrade our telecommunications networks and to expand our renewable energy operations.

During 2016, we paid $10.9 million to participate in the FCC Auction 1002 for 600 MHz spectrum licenses.  The auction was completed on March 30, 2017.  On April 6, 2017, we were notified that we were the high bidder for certain licenses and paid the remaining balance of $36.8 million to acquire those licenses during June 2017, which is included within Telecommunications Licenses on our balance sheet as of September 30, 2017.  Also as of September 30, 2017, we have reclassified the $10.9 million deposit from Other Assets to Telecommunications Licenses on our balance sheet.

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For the nine months ended September 30, 20172018 and 2016,2017, we spent approximately $108.3$154.3 million and $78.5$108.3 million, respectively, on capital expenditures. The following notes our capital expenditures, by operating segment, for these periods (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Expenditures

 

 

 

Capital Expenditures

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

U.S.

 

 

International

 

 

Renewable

 

 

Corporate and

 

 

 

 

 

 

 

U.S.

 

 

International

 

 

Renewable

 

 

Corporate and

 

 

 

 

 

Nine months ended September 30,

 

 

Telecom

 

 

Telecom

 

 

Energy

 

 

Other (1)

 

 

Consolidated

 

 

 

 

Telecom

 

 

Telecom

 

 

Energy

 

 

Other (1)

 

 

Consolidated

 

 

2018

 

$

9,461

 

$

136,790

(2)

$

1,642

 

$

6,385

 

$

154,278

 

 

2017

 

$

17,396

 

$

54,775

 

$

31,327

 

$

4,778

 

$

108,276

 

 

 

 

17,396

 

 

54,775

 

 

31,327

 

 

4,778

 

 

108,276

 

 

2016

 

 

26,709

 

 

36,543

 

 

10,326

 

 

4,877

 

 

78,455

 

 

(1)  Reconciling items refer to corporate overhead costs and consolidating adjustments.

(1)

Corporate and other items refer to corporate overhead costs and consolidating adjustments

(2)

Includes $78.9 million of expenditures used for network repairs and resiliency enhancements in the U.S. Virgin Islands which were impacted by the Hurricanes.  These expenditures were financed, in part, by the $34.6 million of insurance proceeds we received during the first quarter of 2018 and cash from operations.

 

We are continuing to invest in upgrading and expanding our telecommunicationstelecommunication networks and renewable energy assets in many of our markets, along with upgrading our operating and business support systems. With several majorsystems in many of our markets.  Such investments include the upgrade and expansion of both our wireline and wireless and wireline network expansions and upgrades currently underway, we anticipate thattelecommunications networks as well as our service delivery platforms. We expect 2018 capital expenditures for our domestic and international telecom segments,businesses to be approximately $90 million to $95 million excluding theHurricane restoration work being undertakencosts in the U.S. Virgin Islands asIslands.  To a resultsmaller extent we also continue to invest in expanding our renewable energy assets in India, however, continued expansion in the India market is largely dependent on our ability to secure local financing and the timing, terms and conditions of the Hurricanes, for the year ending December 31, 2017,such financing, which are difficult to be between $95.0 million and $110.0 million.  As of November 9, 2017, the magnitude and timing of the costs needed to restore our U.S. Virgin Islands operations has not yet been determined.  Capital expenditures for our Renewable Energy segment will be between $30.0 million and $40.0 million for the year ending December 31, 2017 primarily relating to our solar operations in India.estimate at this time.   

 

We expect to fund our current capital expenditures primarily from our current cash balances and cash generated from operations.operations but may secure additional financing to support renewable energy capital expenditures in India.

 

Income taxes.  We have historically used cash‑on‑hand to make payments for income taxes.  Our policy is to allocate capital where we believe we will get the best returns and to date has been to indefinitely reinvest the undistributed earnings of our foreign subsidiaries,subsidiaries. As the Tax Act resulted in a one-time transition tax on the deemed repatriation of foreign earnings for federal tax purposes, the tax impact of subsequent cash distributions will be limited to foreign withholding tax and accordingly,foreign exchange gain or loss, where applicable, and state taxes. As we continue to reinvest our remaining foreign earnings on a provisional basis, outside of a one-time dividend from Guyana made in the first quarter of 2018, no additional provision for federal

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income taxes has been made on accumulated earnings of foreign subsidiaries.   Determination of the amount of unrecognized deferred U.S. income tax liability is not practicable because of the complexities associated with its hypothetical calculation as such liability, if any, is dependent on circumstances existing if and when such remittance occurs.

 

Dividends.  We use cash-on-hand to make dividend payments to our stockholders when declared by our Board of Directors. For the threenine months ended September 30, 2017,2018, our Board declared $2.7 million of dividends to our stockholders, which includes a $0.17 per share dividend declared on September 15, 201718, 2018 and paid on October 9, 2017, of $2.7 million.8, 2018. We have declared quarterly dividends for the last 7680 fiscal quarters.

Stock repurchase plan.    In September 2004, our Board of Directors approved a $5.0 million stock buyback plan (the “2004 Repurchase Plan”).  Through September 19, 2016, we repurchased $4.1 million of our common stock under the 2004 Repurchase Plan.

 

On September 19, 2016, our Board of Directors authorized the repurchase of up to $50.0 million of our common stock from time to time on the open market or in privately negotiated transactions (the “2016 Repurchase Plan”).  The 2016 Repurchase Plan replaces the 2004 Repurchase Plan.  During the threenine months ended September 30, 2017,2018, we repurchased 201,932 shares of our common stock for approximately $10.6 million.  As of September 30, 2017, we$1.6 million under the 2016 Repurchase Plan and have $39.3$37.7 million available to be repurchased under the 2016 Repurchase Plan.that plan as of September 30, 2018.

 

Sources of Cash

 

Total liquidity.  As of September 30, 2017,2018, we had approximately $249.5$174.0 million in cash, cash equivalents and restricted cash and short term investments which represents a decrease of $49.8$45.9 million from the December 31, 20162017 balance of $299.3$219.9 million. The decrease is primarily attributable tocash used for capital expenditures of $107.6$154.3 million purchases(including $78.9 million for the network repairs and resiliency enhancements of telecommunications spectrumour network in the U.S. Virgin Islands following the Hurricanes), distributions to our minority shareholders of $36.8$15.3 million (which includes a distribution to the minority shareholder of

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our Guyana subsidiary of $10.4 million), dividends paid on our common stock of $16.5$8.2 million, and the repurchase of our common stock of $3.7 million, the principal repayment of our debt of $5.7 million, the repurchase of non-controlling interests of $5.2 million and $3.0 million used for $11.1 millioncertain strategic investments.  These amounts were partially offset by cash provided by our operations of $122.0$98.0 million, the receipt of $34.6 million of insurance proceeds relating to the damages we incurred as a result of the Hurricanes, the aggregate net proceeds from the sale of assets and investments of $10.7 million and receipt of government grants of $5.4 million.

 

Cash provided by operations.  Cash provided by operating activities was $122.0 $98.0 million for the nine months ended September 30, 20172018 as compared to $92.1 $122.0 million for the nine months ended September 30, 2016.2017.  The increasedecrease of $29.9 $24.0 million was primarily related to an increasea decrease of $25.0 million within our U.S. Telecom segment which was primarily the result of the decrease in cash provided by operationswireless revenues due to the reduction in wholesale roaming revenue rates and the impact of the July 2018 sale of 100 cell sites, a decrease of $11.5 million within our International Telecom segment as a result of our One Communications and Viya Acquisitions, an increase in cash provided by our U.S. Telecom segment primarily related to certain expense reductionsthe impact of the Hurricanes and an increase in cash provided by operationsa decrease of $5.8 million within our Renewable Energy segment primarily as a result of a decrease in transaction related expenses incurred in that segment in connection with our Vibrant Acquisition.renewable energy segment. These increases in cash provided by operationsdecreases were partially offset by an increase in cash used within our corporate overhead to support our recent acquisitions.flow from operations of $18.1 million as a result of the timing of payments made for accounts payable and income taxes.

  

Cash used in investing activities.  Cash used in investing activities was $138.8$105.7 million and $278.1$139.3 million for the nine months ended September 30, 20172018 and 2016,2017, respectively.  The decreasenine months ended September 30, 2018 included $34.6 million of insurance proceeds relating to business interruptions and damages incurred as a result of the Hurricanes, $5.4 million of cash received for government grants and $10.7 million received for the aggregate proceeds on the sale of marketable securities and other investments.  The nine months ended September 30, 2017 included aggregate proceeds of $22.4 million received from the Sovernet Transaction and the sale of our operations in St. Maarten.  These cash receipts were offset by capital expenditures of $154.3 million (including $78.9 million for the rebuild of our network in the U.S. Virgin Islands which was impacted by the Hurricanes) and $3.0 million used for investing activities of $139.3 million was primarily related to a $132.0 million decrease in the amount of cash paid for acquisitions and othercertain strategic investments during 2017the nine months ended September 30, 2018 as compared to 2016.$108.3 million used for capital expenditures during the nine months ended September 30, 2017.

 

Cash used in financing activities.   Cash used in financing activities was $28.5$37.9 million and $29.7 million during the nine months ended September 30, 2018 and 2017, as compared torespectively.  The increase in cash provided byused for financing activities of $46.6 million. A majority$8.2 million was primarily related to an $11.7 million increase in the distributions made to minority shareholders (primarily the minority shareholder of our Guyana subsidiary) and a $4.1 million increase in the repurchases of non-controlling interests. These increases were partially offset by an $8.3 million decrease in the dividends paid to our stockholders, a $7.4 million reduction in the amounts we paid to repurchase our common stock and the effects of the $75.1$8.6 million change relates torefinancing of the $60.0 millionOne Communications debt which was completed in borrowings used to partially finance the Viya Acquisition.2017.

 

Credit Facilities.We have a credit facility with CoBank, ACB and a syndicate of other lenders to provide for a $225 million revolving credit facility (the “Credit Facility”) that includes (i) up to $10 million under the Credit Facility for standby or trade letters of credit, (ii) up to $25 million under the Credit Facility for letters of credit that are necessary or desirable to qualify for disbursements from the FCC’s mobility fund and (iii) up to $10 million under a swinglineSwingline sub-facility.

Amounts that we may borrow under the Credit Facility bear interest at a rate equal to, at our option, of, either (i) the London Interbank Offered Rate (LIBOR)(LIBOR) plus an applicable margin ranging between 1.50% to 1.75% or (ii) a 

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base rate plus an applicable margin ranging from 0.50% to 0.75%.  Swingline loansLoans will bear interest at the base rate plus the applicable margin for base rate loans.  The base rate is equal to the higher of (i) 1.00% plus the higher of (x) the one-week LIBOR and (y) the one-month LIBOR;LIBOR; (ii) the federal funds effective rate (as defined in the Credit Facility)Facility) plus 0.50% per annum; and (iii) the prime rate (as defined in the Credit Facility)Facility). The applicable margin is determined based on the ratio (as further defined in the Credit Facility) of our indebtedness to EBITDA. Under the terms of the Credit Facility, we must also pay a fee ranging from 0.175% to 0.250% of the average daily unused portion of the Credit Facility over each calendar quarter.

 

On January 11, 2016, we amended the Credit Facility to increase the amount that we are permitted to invest in our “unrestricted” subsidiaries, which are not subject to the covenants of the Credit Facility,, from $275.0$275 million to $400.0$400 million (as such increased amount shall be reduced from time to time by the aggregate amount of certain dividend

57


payments to our stockholders).The Amendment also provides for the incurrence by us of incremental term loan facilities, when combined with increases to revolving loan commitments under the Credit Facility,, in an aggregate amount not to exceed $200.0$200 million, which facilities shall be subject to certain conditions, including pro forma compliance with the total net leverage ratio financial covenant under the Credit Facility.Facility.

 

   The Credit Facility contains customary representations, warranties and covenants, including a financial covenant that imposes a maximum ratio of indebtedness to EBITDA as well as covenants by us limiting additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, sale and leasebacks, transactions with affiliates and fundamental changes. In addition, the Credit Facility contains a financial covenant by us that imposes a maximum ratio of indebtedness to EBITDA. As of September 30, 2017,2018, we were in compliance with all of the financial covenants of the Credit Facility.

 

As of September 30, 2017,2018, we had no borrowings under the Credit Facility.

Ahana Debt

On December 24, 2014, in connection with the Ahana Acquisition, we assumed $38.9 million in long-term debt (the “Original Ahana Debt”).  The Original Ahana Debt included multiple loan agreements with banks that bore interest at rates between 4.5% and 6.0%, matured at various times between 2018 and 2023 and were secured by certain solar facilities.  Repayment of the Original Ahana Debt was being made in cash on a monthly basis until maturity.

 

The Original Ahana Debt also included a loan from Public Service Electric & Gas (the “PSE&G Loan”).  The PSE&G Loan bears interest at 11.3%, matures in 2027, and is secured by certain solar facilities.  Repayment of the Original Ahana Debt with PSE&G can be made in either cash or solar renewable energy credits (“SRECs”),SRECs, at our discretion, with the value of the SRECs being fixed at the time of the loan’s closing.  Historically, we have made all repayments of the PSE&G Loan using SRECs.

 

On December 19, 2016, Ahana’s wholly owned subsidiary, Ahana Operations, issued $20.6 million in aggregate principal amount of 4.427% senior notes due 2029 (the “Series A Notes”) and $45.2 million in aggregate principal amount of 5.327% senior notes due 2031 (the “Series B Notes” and collectively with the Series A Notes and the PSE&G Loan, the “Ahana Debt”).  Interest and principal are payable semi-annually, until the respective maturity dates of March 31, 2029 (for the Series A Notes) and September 30, 2031 (for the Series B Notes).  Cash flows generated by the solar projects that secure the Series A Notes and Series B Notes are only available for payment of such debt and are not available to pay other obligations or the claims of the creditors of Ahana or its subsidiaries. However, subject to certain restrictions, Ahana Operations holds the right to the excess cash flows not needed to pay the Series A Notes and Series B Notes and other obligations arising out of the securitizations.  The Series A Notes and Series B Notes are secured by certain assets of Ahana and are guaranteed by certain of its subsidiaries.

 

A portion of the proceeds from the issuances of the Series A Notes and Series B Notes werewas used to repay the Original Ahana Debt in full except for the PSE&G Loan which remained outstanding after the refinancing.

 

The Series A Notes and the Series B Notes contain customary representations, warranties and certain affirmative and negative covenants, which limit additional indebtedness, liens, guaranties, mergers and consolidations,

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substantial asset sales, investments and loans, sale and leasebacks, transactions with affiliates and fundamental changes.  The Series A Notes and Series B Notes are subject to financial covenants that imposesimpose 1) a maximum debt service coverage ratio and 2) a maximum ratio of the present value of Ahana’s future cash flow to the aggregate principal amounts of all outstanding obligations.  These financial covenants are tested semi-annually basis for Ahana Operations on a consolidated basis and on an individual basis for certain subsidiaries.  Both the Series A Notes and Series B Notes may be redeemed at any time, in whole or part, subject to a make-whole premium.  As of September 30, 2017,2018, we were in compliance with all of the financial covenants of the Series A Notes and the Series B Notes.

 

We capitalized $2.8 million of fees associated with the Series A Notes and Series B Notes which is recorded as a reduction to the debt carrying amount and will be amortized over the life of the notes.   

 

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As of September 30, 2017, $2.32018, $2.0 million of the Original Ahana Debt $64.6and $58.6 million of the Series A Notes and Series B Notes remained outstanding, and $2.7$2.5 million of the capitalized fees remain unamortized.

The Original Ahana Debt, the Series A Notes and Series B Notes were classified as held for sale as part of the U.S. Solar Transaction as of September 30, 2018.  On November 6, 2018, we consummated the U.S. Solar Transaction, which included the transfer of the Original Ahana Debt, the Series A Notes and Series B Notes to the purchaser.  Refer to Note 6 to the Consolidated Financial Statements in this Report.

 

One Communications Debt

In connection with the Acquisition of One Communications Transaction on May 3, 2016, we assumed $35.4 million in debt (the “One Communications Debt”) in the form of a loan from HSBC Bank Bermuda Limited.  The One Communications Debt was scheduled to mature in 2021, was bearing interest at the three-month LIBOR rate plus a margin of 3.25%, and had repayment being made quarterly.  The One Communications Debt contained customary representations, warranties and affirmative and negative covenants (including limitations on additional debt, guaranties, sale of assets and liens) and a financial covenant that limitslimited the maximum ratio of indebtedness less cash to annual operating cash flow.

 

On May 22, 2017, we amended and restated the One Communications Debt to increase the original facility by $8.6 million to $37.5 million.  The amended and restated debt is scheduled to mature on May 22, 2022 and bears an interest at the three month LIBOR rate plus an applicable margin rate ranging between 2.5% to 2.75% paid quarterly.  The amended and restated One Communications Debt contains customary representations, warranties and affirmative and negative covenants (including limitations on additional debt, guaranties, sale of assets and liens) and financial covenants that limit the ratio of tangible net worth to long term debt and total net debt to EBITDA and require a minimum debt service coverage ratio (net cash generated from operating activities plus interest expense less net capital expenditures to debt repayments plus interest expense).  TheWe were in compliance with its covenants are tested annually commencing the fiscal year ending December 31, 2017.as of September 30, 2018.

 

As a condition of the amended and restated agreement,amendment of the One Communications Debt, within 90 days of the refinance date we were required to enter into a hedging arrangement with a notional amount equal to at least 30% of the outstanding loan balance and a term corresponding to the maturity of the One Communications Debt.  As ofIn July 2017, we entered into an amortizing interest rate swap.  This swap has been designated as a cash flow hedge, hashad an original notional amount of $11.0 million, has an interest rate of 1.874%1.874%, and expires in March 2022.  As of September 30, 2018, the swap has an unamortized balance of $9.9 million.

 

In connection with the amended and restated debt,amendment of the One Communications Debt, we increased the limit of theits overdraft facility from $5.0 million to $10.0 million.  This facility has an interest rate of three month LIBOR plus 1.75%.

 

We capitalized $0.3 million of fees associated with the One Communications Debt, which is recorded as a reduction to the debt carrying amount and will be amortized over the life of the debt.   

 

As of September 30, 2017, $36.62018, $32.8 million of the One Communications Debt was outstanding, there were no borrowings under the overdraft facility, and $0.3$0.2 million of the capitalized fees remain unamortized.

 

Viya Debt (formerly Innovative Debt)`

On July 1, 2016, we along withand certain subsidiaries of ours,our subsidiaries entered into a $60.0 million loan agreement (the Viya Debt)“Viya Debt”) with Rural Telephone Finance Cooperative (“RTFC”). The Viya Debt agreement contains customary representations, warranties and affirmative and negative covenants (including limitations on additional debt, guaranties, sale of assets and liens) and a financial covenant that limits the maximum ratio of indebtedness less cash to annual operating cash flow.  Theflow to 3.5 to 1.0 (the “Net Leverage Ratio”).  This covenant is tested on an annual

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Table basis at the end of Contents

basis commencingeach fiscal 2017.year.  Interest is paid quarterly at a fixed rate of 4.0% and principal repayment is not required until maturity on July 1, 2026.  Prepayment of the Viya Debt may be subject to a fee under certain circumstance.circumstances.  The debt is secured by certain assets of the Viya’sour Viya subsidiaries and is guaranteed by us.   Earlier in 2018, we began funding the restoration of Viya’s network following the Hurricanes through an intercompany loan arrangement which exceeded certain limitations on Viya incurring additional debt.  RTFC consented to these intercompany advances and increased the intercompany debt limit to

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$50.0 million.  Subsequent to the end of the second quarter end, RTFC increased the limit to $75.0 million at our request due to an increase in the on-going restoration and resiliency costs. 

 

We paid a fee of $0.9 million to lock the interest rate at 4% per annum over the term of the Viya debt.  The fee was recorded as a reduction to the Viya debt carrying amount and will be amortized over the life of the loan. 

 

As of September 30, 2017,2018, $60.0 million of the Viya Debt remained outstanding and $0.8$0.7 million of the rate lock fee was unamortized.

 

Factors Affecting Sources of Liquidity

Internally generated funds.The key factors affecting our internally generated funds are demand for our services, competition, regulatory developments, economic conditions in the markets where we operate our businesses and industry trends within the telecommunications and renewable energy industries. 

 

Restrictions under Credit Facility.Our Credit Facility contains customary representations, warranties and covenants, including covenants limiting additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, sale and leasebacks, transactions with affiliates and fundamental changes.

 

In addition, the Credit Facility contains a financial covenant that imposes a maximum ratio of indebtedness to EBITDA. As of September 30, 2017,2018, we were in compliance with all of the financial covenants of the Credit Facility.

 

Capital markets.Our ability to raise funds in the capital markets depends on, among other things, general economic conditions, the conditions of the telecommunications and renewable energy industries, our financial performance, the state of the capital markets and our compliance with Securities and Exchange Commission (“SEC”) requirements for the offering of securities. On May 12, 2017, the SEC declared effective our “universal” shelf registration statement. This filing registered potential future offeringofferings of our securities.  securities

Completed Acquisitions.  As discussed above, we funded our 2016 Acquisitions with $152.5 million of cash, net of cash acquired.  In addition, we financed $60.0 million of the Viya Acquisition purchase price with a loan from an affiliate of the seller, the Rural Telephone Finance Cooperative. 

Foreign Currency    

We translate the assets and liabilities of our foreign subsidiaries from their respective functional currencies, primarily the Indian Rupee and the Guyana Dollar, to U.S. dollars at the appropriate spot rates as of the balance sheet date. Changes in the carrying value of these assets and liabilities attributable to fluctuations in spot rates are recognized in foreign currency translation adjustment, a component of Accumulated Other Comprehensive Income on our balance sheet. Income statement accounts are translated using the monthly average exchange rates during the year.  During the nine months ended September 30, 2017,2018, we noted a decline in the Guyana Dollar exchange rate and recorded a $1.0 $3.0 million loss on foreign currency transactions.  A continued decline could have a negative impact on our financial results in future periods.    We will continue to assess the impact of our exposure to both the Indian Rupee and the Guyana dollar.

Inflation

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

We have based our discussion and analysis of our financial condition and results of operations on our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (or GAAP). We base our estimates on our operating experience and on various conditions existing in the market and we believe them to be reasonable under the circumstances. Our estimates form the

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basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

Recent Accounting Pronouncements

See Note 2 to the Unaudited Condensed Consolidated Financial Statements included in this Report.Report.

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Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Translation and Remeasurement, We translate the assets and liabilities of our foreign subsidiaries from their respective functional currencies, primarily the Indian Rupee and the Guyana Dollar, to U.S. dollars at the appropriate spot rates as of the balance sheet date. Changes in the carrying value of these assets and liabilities attributable to fluctuations in spot rates are recognized in foreign currency translation adjustment, a component of Accumulated Other Comprehensive Income on our balance sheet. Income statement accounts are translated using the monthly average exchange rates during the year.  During the nine months ended September 30, 2017, we noted a decline in the Guyana Dollar exchange rate and recorded a $1.0 million loss on foreign currency transactions.  A continued decline could have a negative impact on our financial results in future periods.  We will continue to assess the impact of our exposure to the Guyana dollar.

 

Monetary assets and liabilities denominated in a currency that is different from a reporting entity’s functional currency must first be remeasured from the applicable currency to the legal entity’s functional currency. The effect of this remeasurement process is reported in other income on theour income statement.

 

Employee Benefit Plan. The company sponsorsWe sponsor pension and other postretirement benefit plans for employees of certain subsidiaries.  Net periodic pension expense is recognized in the Company’sour income statement. The Company recognizesWe recognize a pension or other postretirement plan’s funded status as either an asset or liability in itsour consolidated balance sheet.  Actuarial gains and losses are reported as a component of other comprehensive income and amortized through net periodic pension expenseother income in subsequent periods.

 

Interest Rate Sensitivity.    As of September 30, 2017,2018, we had $25.6$22.9 million of variable rate debt outstanding, which we assumed as a part of the One Communications Acquisition and is subject to fluctuations in interest rates.  Our interest expense may be affected by changes in interest rates.  We believe that a 10% increase in the interest rates on our variable rate debt would have an immaterial impact on our Financial Statements.  We may have additional exposure to fluctuations in interest rates if we again borrow amounts under our revolver loan within our Credit Facility

 

Item 4. CONTROLS AND PROCEDURES

 

Management’s Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2017.2018. Disclosure controls and procedures, as defined in Rules 13a‑15(e) and 15d‑15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”)SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost‑benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2017,2018, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

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Changes in internal control over financial reporting.  There were no changes in our internal control over financial reporting that occurred during the three months ended September 30, 20172018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings

 

See Note 1214 to the Unaudited Condensed Consolidated Financial Statements included in this Report.

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Item 1A. Risk Factors    

 

In addition to the other information set forth in this Report, you should carefully consider the factors discussed under Part I, Item 1A “Risk Factors” of our 20162017 Annual Report on Form 10-K. The risks described herein and in our 20162017 Annual Report on Form 10-K are not the only risks facing our Company.  Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.  

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Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

In September 2004, our Board of Directors approved a $5.0 million stock buyback plan (the “2004 Repurchase Plan”).  Through September 19, 2016, we repurchased $4.1 million of our common stock.

 

On September 19, 2016, our Board of Directors authorized the repurchase of up to $50.0 million of our common stock from time to time on the open market or in privately negotiated transactions (the “2016 Repurchase Plan”).  TheWe repurchased $1.6 million of our common stock under the 2016 Repurchase Plan replacesduring the 2004 Repurchase Plan.  As ofnine months ended September 30, 2017, we2018 and have $39.3$37.7 million available to be repurchased under the 2016 Repurchase Plan. that plan as of September 30, 2018.

 

The following table reflects the repurchases by the Company of its common stock during the quarter ended September 30, 2017:2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

 

    

(d)

 

 

 

 

 

 

 

 

 

 

Maximum

 

 

 

 

 

 

 

 

 

 

Number (or

 

 

 

 

 

 

 

 

(c)

 

Approximate

 

 

 

 

 

(b)

 

Total Number of

 

Dollar Value) of

 

 

 

(a)

 

Average

 

Shares Purchased

 

Shares that May

 

 

 

Total Number

 

Price

 

as Part of Publicly

 

be Purchased

 

 

 

of Shares

 

Paid per

 

Announced Plans

 

Under the Plans or

 

Period

 

Purchased 

 

Share

 

or Programs

 

Programs

 

July 1, 2017 — July 31, 2017

 

200

 (1)

$

66.71

 

 

$

49,902,511

 

Aug 1, 2017 — Aug 31, 2017

 

11,666

 (2)

 

59.45

 

11,579

 

$

49,221,691

 

September 1, 2017 — September 30, 2017

 

190,353

 

 

52.30

 

190,353

 

$

39,266,984

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

 

    

(d)

 

 

 

 

 

 

 

 

 

 

Maximum

 

 

 

 

 

 

 

 

 

 

Number (or

 

 

 

 

 

 

 

 

(c)

 

Approximate

 

 

 

 

 

(b)

 

Total Number of

 

Dollar Value) of

 

 

 

(a)

 

Average

 

Shares Purchased

 

Shares that May

 

 

 

Total Number

 

Price

 

as Part of Publicly

 

be Purchased

 

 

 

of Shares

 

Paid per

 

Announced Plans

 

Under the Plans or

 

Period

 

Purchased (1)  

 

Share

 

or Programs

 

Programs

 

July 1, 2018 — July 31, 2018

 

183

 

$

57.94

 

 —

 

$

37,690,086

 

August 1, 2018 — August 31, 2018

 

78

 

 

73.63

 

 

 

$

37,690,086

 

September 1, 2018 — September 30, 2018

 

 —

 

 

 —

 

 —

 

$

37,690,086

 

 

 

 

 

(1)

 

(1)  Represents shares purchased on July 8, 2017 and2018, July 27, 20172018, and August 4, 2018 from our executive officers and other employees who tendered these shares to the Company to satisfy their cost to exercise stock options and tax withholding obligations incurred in connection with the exercise of stock options and the vesting of restricted stock awards at such date. These shares were not purchased under the plan 2016 Repurchase Plan discussed above. The price paid per share was the closing price per share of our Common Stock on the Nasdaq Stock Market on the date those shares were purchased.

 

(2)

 

   Includes shares purchased on August 24, 2017 from our executive officers and other employees who tendered these shares to the Company to satisfy their tax withholding obligations incurred in connection with the exercise of stock options and the vesting of restricted stock awards at such date. These shares were not purchased under the plan discussed above. The price paid per share was the closing price per share of our Common Stock on the Nasdaq Stock Market on the date those shares were purchased

 

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Item 6. Exhibits :Exhibits:

 

 

 

 

 

 

10.1

Consent and Waiver between Rural Telephone Finance Cooperative, Caribbean Asset Holdings, LLC and DTR Holdings, LLC, dated August 3, 2018. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-12593) filed on August 8, 2018).

10.2

Purchase and Sale Agreement by and between Ahana Renewables, LLC and CleanCapital Holdco 4, LLC, dated as of September 9, 2018, (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-12593) filed on September 9, 2018).

 

    

 

31.1*

 

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2*

 

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1*

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.2*

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101.INS*

 

XBRL Instance Document

 

 

 

101.SCH*

 

XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL*

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF*

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101.LAB*

 

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE*

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

 

 

* Filed or furnished herewith.

 

 

 

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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 thereunto duly authorized.

 

 

 

 

ATN International, Inc.

 

 

Date: November 9, 20172018

/s/ Michael T. Prior

 

Michael T. Prior

 

President and Chief Executive Officer

 

 

Date: November 9, 20172018

/s/ Justin D. Benincasa

 

Justin D. Benincasa

 

Chief Financial Officer

 

 

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