ATN International (ATNI) 8-K/A Financial Statements and Exhibits

Exhibit 99.5

ATLANTIC TELE-NETWORK, INC.

COMMNET WIRELESS, LLC

UNAUDITED PRO FORMA

COMBINED CONDENSED FINANCIAL STATEMENTS

On September 15, 2005, Atlantic Tele-Network, Inc. (“ATN” or the “Company”) completed the acquisition of and merger with Commnet Wireless, LLC (“Commnet”) pursuant to the Merger Agreement dated July 26, 2005 (the “Merger Agreement”). The Merger Agreement was previously described in a Form 8-K filed with the United States Securities and Exchange Commission (the “Commission”) on July 29, 2005 and was filed as an exhibit thereto. In connection with the merger, Commnet is continuing as the surviving entity and owned 95% by ATN and 5% by Brian Schuchman, the Chief Executive Officer of Commnet. ATN paid approximately $59.6 million in consideration for Commnet including certain transaction expenses. ATN also assumed approximately $5.0 million of Commnet’s liabilities.

Also on September 15, 2005, ATN, as borrower, entered into a Credit Agreement (the “Credit Agreement”) dated as of September 15, 2005 with (a) CoBank, ACB as Administrative Agent, Lead Arranger, and a Lender, and (b) Banco Popular de Puerto Rico as a Lender. The Credit Agreement which was previously described in a Form 8-K on September 21, 2005 and filed as an exhibit thereto, provides for a $50 million non-amortizing term loan (the “Term Loan”) which accrues interest at 5.875% as well as a $20 million revolving credit facility (the “Revolver”) which accrues interest at rates as defined within the Credit Agreement. The Credit Agreement shall terminate, and all amounts outstanding thereunder shall be due and payable in full on, October 31, 2010.

To fund the acquisition of Commnet and to repay approximately $10 million in principal amount of outstanding debt at ATN under a previous loan facility, the Company borrowed $50 million under the Term Loan, drew $7 million from the Revolver Facility and used an additional $12.4 million of its own cash. As of September 30, 2005, the Company has also accrued for $0.2 million of transaction fees. The amounts drawn under the Revolver Facility bear interest at a blended rate of LIBOR plus a margin, or approximately 5.5%.

In connection with the Commnet merger agreement, the Company placed $7.4 million of the purchase price in escrow as of September 30, 2005. Of this amount $2.0 million was released to the selling unit holders in November 2005 after successfully meeting certain working capital requirements. The remaining $5.4 million will be released in full in September 2006 assuming no indemnification claims are presented by ATN.

The acquisition has been accounted for using the purchase method and, accordingly, the tangible and intangible assets acquired have been recorded at their estimated fair values as of September 15, 2005. The final allocation of the purchase price is pending completion of a third party valuation of the assets acquired. Depending on the outcome of that valuation, the preliminary purchase price allocation could change.

The unaudited combined condensed pro forma balance sheet as of June 30, 2005 is based on the individual balance sheets of ATN and Commnet and prepared as if the acquisition of Commnet had occurred on June 30, 2005. The unaudited combined condensed pro forma statements of operations for the year ended December 31, 2004 and for the six months ended June 30, 2005, were prepared as if the acquisition of Commnet had occurred on January 1, 2004.

The unaudited pro forma adjustments are based upon available information and assumptions that ATN believes are reasonable. The unaudited pro forma combined condensed consolidated financial statements and related notes thereto should be read in conjunction with ATN’s historical consolidated financial statements as previously filed on ATN’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Commission on March 31, 2005 and the Quarterly Report on Form 10-Q for the three months ended June 30, 2005, filed with the Commission on August 15, 2005. In addition, this unaudited combined condensed pro forma information should be read in conjunction with the historical condensed consolidated financial statements of Commnet included within this Amendment to Current Report on Form 8-K/A.

These unaudited combined condensed pro forma financial statements are prepared for informational purposes only and are not necessarily indicative of future results or of actual results that would have been achieved had the acquisition of Commnet been consummated as of January 1, 2004 for the unaudited combined condensed pro forma statements of operations and as of June 30, 2005 for the unaudited combined condensed pro forma balance sheet. The pro forma financial statements do not give effect to any cost savings or incremental costs that may result from the integration of ATN and Commnet.

ATLANTIC TELE-NETWORK, INC. AND SUBSIDIARIES

PRO FORMA COMBINED CONDENSED BALANCE SHEET

JUNE 30, 2005

(UNAUDITED)

(in thousands)

	ATN			COMMNET			PRO FORMA ADJUSTMENTS			ATN PRO FORMA COMBINED
CURRENT ASSETS:
Cash and cash equivalents	$	40,100			5,028			(12,452	)(A)		32,676
Accounts receivable, net		11,146			4,589			—			15,735
Materials and supplies		5,909			—			—			5,909
Prepayments and other current assets		2,249			565			—			2,814
Total current assets		59,404			10,182			(12,452	)		57,134
FIXED ASSETS:
Property, plant and equipment		169,541			19,809			(4,283	)(C)		185,067
Less: accumulated depreciation		(70,971	)		(4,697	)		4,697	(C)		(70,971	)
Net fixed assets		98,570			15,112			414			114,096
LONG-TERM MARKETABLE SECURITIES		1,996			—			—			1,996
GOODWILL		—			—			23,171	(D)		23,171
LICENSES		—			2,256			8,655	(F)		10,911
INVESTMENT IN UNCONSOLIDATED ENTITIES		10,286			6,903			(3,527	)(G)		13,662
OTHER ASSETS		5,598			3,430			(353	)(G)		8,675
Total assets	$	175,854		$	37,883		$	15,908		$	229,645
CURRENT LIABILITIES:
Current portion of long-term debt	$	735			1,550			(1,550	)(H)		735
Accounts payable and accrued liabilities		9,209			3,392			200	(A)		12,801
Dividends payable		1,403			—			—			1,403
Accrued taxes		10,427			—			—			10,427
Advance payments and deposits		3,219			—			—			3,219
Other current liabilities		1,876			—			1,500	(E)		3,376
Total current liabilities		26,869			4,942			150			31,961
DEFERRED GAIN		—			349			(349	)(O)		—
DEFERRED INCOME TAXES		5,142			—						5,142
LONG-TERM DEBT, excluding current portion		11,113			4,026			57,000	(A)		58,091
								(10,022	)(A)
								(4,026	)(H)
Total liabilities		43,124			9,317			42,753			95,194
MINORITY INTERESTS		21,568			789			932	(P)		23,289
REDEEMABLE PREFERRED UNITS		—			9,145			(9,145	)(I)		—
COMMITMENTS AND CONTINGENCIES (B)											—
STOCKHOLDERS' EQUITY:
Common units		—			13,528			(13,528	)(I)		—
Preferred stock		—			—			—			—
Common stock		52			—			—			52
Treasury stock, at cost		(3,565	)		—			—			(3,565	)
Additional paid-in capital		57,191			—			—			57,191
Deferred compensation		(223	)		—			—			(223	)
Retained earnings		57,707			5,104			(5,104	)(I)		57,707
Total stockholders' equity		111,162			18,632			(18,632	)		111,162
Total liabilities and stockholders' equity	$	175,854		$	37,883		$	15,908		$	229,645

See accompanying notes to the unaudited pro forma combined condensed consolidated financial statements.

ATLANTIC TELE-NETWORK, INC. AND SUBSIDIARIES

PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2004

(UNAUDITED)

(in thousands, except per share data)

	ATN			COMMNET			PRO FORMA ADJUSTMENTS			ATN PRO FORMA COMBINED
REVENUES:
International Long Distance	$	46,861		$	—		$	—		$	46,861
Cellular and Local Exchange		33,257			13,657			—			46,914
Internet and Television		8,237			—			—			8,237
Other revenues		811			1,278			—			2,089
Total revenues		89,166			14,935			—			104,101
Termination and Access Fees		5,599			5,294			—			10,893
Internet and Programming		2,362			—			—			2,362
Engineering and Operations		12,944			1,661			—			14,605
Sales and Marketing		4,164			—			—			4,164
General and Administrative		14,025			2,014			—			16,039
Depreciation and Amortization		14,730			2,196			1,227	(L)		18,153
Other Operating Expenses		864			—			—			864
Operating Expenses		54,688			11,165			1,227			67,080
Operating Income		34,478			3,770			(1,227	)		37,021
OTHER INCOME (EXPENSE):
Interest income		587			271			(360	)(K)		498
Interest expense		(281	)		(390	)		(2,698	)(J)		(3,369	)
Other income/expense		(1,831	)		100			—			(1,731	)
Other income, net		(1,525	)		(19	)		(3,058	)		(4,602	)
INCOME BEFORE TAXES		32,953			3,751			(4,285	)		32,419
INCOME TAXES		19,487			—			(474	)(M)		19,013
INCOME BEFORE MINORITY INTERESTS AND EQUITY IN EARNINGS OF UNCONSOLIDATED SUBSIDIARIES		13,466			3,751			(3,811	)		13,406
MINORITY INTERESTS		(3,914	)		(768	)		(228	)(N)		(4,910	)
EQUITY IN EARNINGS OF UNCONSOLIDATED SUBSIDIARIES		2,568			344			—			2,912
NET INCOME	$	12,120		$	3,327		$	(4,039	)	$	11,408
Net income (loss) per common and potential common share:
Basic	$	2.41								$	2.27
Diluted	$	2.41								$	2.27
Shares used in per share calculations:
Basic		5,025									5,025
Diluted		5,025									5,025

See accompanying notes to the unaudited pro forma combined condensed consolidated financial statements.

ATLANTIC TELE-NETWORK, INC. AND SUBSIDIARIES

PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2005

(UNAUDITED)

(in thousands, except per share data)

	ATN			COMMNET			PRO FORMA ADJUSTMENTS			ATN PRO FORMA COMBINED
REVENUES:
International Long Distance	$	22,589		$	—		$	—		$	22,589
Cellular and Local Exchange		18,459			10,754			—			29,213
Internet and Television		4,405			—			—			4,405
Other revenues		446			802			—			1,248
Total revenues		45,899			11,556			—			57,455
Termination and Access Fees		2,773			4,487			—			7,260
Internet and Programming		1,266			—			—			1,266
Engineering and Operations		8,063			1,141			—			9,204
Sales and Marketing		2,296			—			—			2,296
General and Administrative		6,975			1,277			—			8,252
Depreciation and Amortization		8,219			1,761			(49	)(L)		9,931
Other Operating Expenses		472			—			—			472
Operating Expenses		30,064			8,666			(49	)		38,681
Operating Income		15,835			2,890			49			18,774
OTHER INCOME (EXPENSE):
Interest income		536			161			(180	)(K)		517
Interest expense		(334	)		(256	)		(1,349	)(J)		(1,939	)
Gain on sale of investments		—			1,165			—			1,165
Other income/expense		740			24			—			764
Other income, net		942			1,094			(1,529	)		507
INCOME BEFORE TAXES		16,777			3,984			(1,480	)		19,281
INCOME TAXES		10,041			—			885	(M)		10,926
INCOME BEFORE MINORITY INTERESTS AND EQUITY IN EARNINGS OF UNCONSOLIDATED SUBSIDIARIES		6,736			3,984			(2,365	)		8,355
MINORITY INTERESTS		(1,846	)		(385	)		(192	)(N)		(2,423	)
EQUITY IN EARNINGS OF UNCONSOLIDATED SUBSIDIARIES		1,385			285			—			1,670
NET INCOME	$	6,275		$	3,884		$	(2,557	)	$	7,602
Net income (loss) per common and potential common share:
Basic	$	1.25								$	1.52
Diluted	$	1.25								$	1.52
Shares used in per share calculations:
Basic		5,001									5,001
Diluted		5,003									5,003

See accompanying notes to the unaudited pro forma combined condensed consolidated financial statements.

NOTE 1- BASIS OF PRESENTATION

The unaudited pro forma combined condensed statements of operations for the year ended December 31, 2004 and for the six months ended June 30, 2005 give effect to the acquisition of Commnet by ATN as if the acquisition had occurred on January 1, 2004. The unaudited pro forma combined condensed balance sheet as of June 30, 2005 gives effect to the above-mentioned acquisition as if it had occurred on June 30, 2005.

The unaudited combined condensed pro forma financial information has been prepared on the same basis as ATN’s audited financial statements. The acquisition was accounted for using the purchase method of accounting and, accordingly, the respective assets acquired and liabilities assumed have been recorded at their fair value and consolidated into the net assets of ATN.

A summary of the preliminary purchase price allocation for the acquisition as if the purchase had occurred on June 30, 2005 is as follows (in thousands):

Total consideration:
Cash paid	$	58,671
Transaction costs paid		759
Transaction costs accrued		200
Total purchase consideration	$	59,630
Allocation of the purchase consideration:
Current assets	$	10,182
Fixed assets		15,526
Licenses		10,911
Investments in unconsolidated entities		3,376
Note receivable		3,077
Goodwill		23,171
Total assets acquired		66,243
Accounts payable and accrued expenses		(3,392	)
Commitment to purchase additional interest in Commnet—Florida		(1,500	)
Minority interest		(1,721	)
Fair value of liabilities assumed		(6,613	)
	$	59,630

Based upon the purchase price allocation, the total purchase price exceeded the net assets acquired and liabilities assumed when adjusted to fair market value and resulted in goodwill in the pro forma combined condensed financial information of approximately $23.2 million. The licenses issued to Commnet by the Federal Communications Commission were valued at $10.9 million and were determined to have an indefinite useful life.

Investments in unconsolidated entities of $3.6 million represents Commnet’s 35.00% ownership of MoCelCo, LLC, a 36.63% ownership of Commnet of Florida, LLC and a 33.33% ownership in Tennessee Cellular Telephone Company, LLC which are accounted for using the equity method of accounting.

The note receivable of $3.2 million represents a promissory note from Commnet of Florida, LLC, and is secured by a first lien on all of the assets of Commnet of Florida, LLC. Per the Commnet merger agreement, the Company is required to purchase an additional 12.375% interest in Commnet of Florida, LLC for $1.5 million in July 2006.

Minority interests represent the minority shareholders’ interest in Commnet’s majority owned subsidiaries as well as a minority shareholder’s 5% interest in Commnet Wireless, LLC and Subsidiaries.

NOTE 2- PRO FORMA ADJUSTMENTS

Adjustments have been made to the unaudited pro forma combined financial information to reflect the following:

(A) To record the borrowing of $57.0 million under ATN’s new credit facility and the use of $12.4 million of ATN’s cash on hand in order to acquire 95% of the equity of Commnet and to retire $10.0 million of existing ATN debt. Entry also reflects accrual of $0.2 million for transactions costs.

(B) Cash in escrow of $7.4 million in accordance with the merger agreement between ATN and Commnet.

(C) To record the fixed assets at the estimated fair value of $15.5 million and eliminate historical accumulated depreciation.

(D) Record goodwill of $23.2 million for the excess of the purchase price over the preliminary fair values of the assets acquired less the liabilities assumed.

(E) Reflects the commitment to acquire an additional 12.375% interest in Commnet Florida for $1.5 million in July 2006.

(F) Record preliminary estimate of the fair value of the licenses issued to Commnet by the Federal Communications Commission, valued at $10.9 million, and determined to have an indefinite useful life.

(G) Record Commnet’s investments in minority owned affiliates and a note receivable from a minority owned affiliate at appraised values of $3.4 million and $3.1 million, respectively.

(H) To eliminate Commnet’s long term debt of $5.6 million (including the current portion of long term debt of $1.6 million) that was not assumed by ATN as a part of the merger.

(I) The elimination of the historic stockholders’ equity of Commnet.

(J) To record the effect on interest expense relating to the borrowings of $57.0 million under the Company’s new credit facility used to finance the acquisition of Commnet net of the reduction of interest expense relating to the retirement of $10.0 million of existing ATN debt.

(K) To reduce interest income for the $12.4 million of cash on hand used to complete the acquisition of Commnet.

(L) Record depreciation expense for the acquired fixed assets based on the estimate of fair values determined at the time of acquisition. Depreciation expense is calculated on a straight-line basis over the estimated useful lives of 12 to 72 months.

(M) To record income taxes using ATN’s effective US corporate tax rate of 40% on Commnet’s pre-tax income and the net effect of the above pro forma adjustments in the Statements of Operations.

(N) To record minority shareholder’s interest in Commnet’s earnings.

(O) Elimination of historical Commnet deferred gain which has no value to ATN.

(P) To record minority shareholder’s 5% interest in Commnet’s equity.