Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
S
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, 2015 (our “
2015 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”.
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) owns and operates commercial distributed generation solar power systems in the United States and, beginning in April 2016, in India, and (iii) owns and operates terrestrial and submarine fiber optic transport systems in the United States and the Caribbean, respectively. We were incorporated in Delaware in 1987 and began trading publicly in 1991. Since that time, we have engaged in strategic acquisitions and investments to grow our operations. We continue to actively evaluate additional domestic and international acquisition, divesture, 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 and risks involved, see “
Risk Factors—We are actively evaluating investment, acquisition and other strategic opportunities, which may affect our long-term growth prospects
.” in our 2015 Annual Report on Form 10-K.
We offer the following principal services:
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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 customers in Bermuda, Guyana, and in other smaller markets in the Caribbean and the United States.
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·
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Wireline.
Our wireline services include local telephone and data services in Guyana and the mainland United States. We are the exclusive licensed provider of domestic wireline local and long-distance telephone services in Guyana and international voice and data communications into and out of Guyana. We also offer facilities-based integrated voice and data communications services and wholesale transport services to enterprise and residential customers in New England, primarily Vermont, and New York State. In addition, we offer wholesale long-distance voice services to telecommunications carriers.
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·
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Renewable Energy.
In the United States, we provide distributed generation solar power to corporate, utility and municipal customers in Massachusetts, California and New Jersey.
Beginning in April 2016, we began developing projects in India to provide distributed generation solar power to corporate and utility 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 March 31, 2016:
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Services
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Segment
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Markets
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Tradenames
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Wireless
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U.S. Telecom
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United States (rural markets)
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Commnet, Choice
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International Telecom
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Aruba, Bermuda, Guyana, U.S. Virgin Islands
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Mio, CellOne, Cellink, Choice
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Wireline
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U.S. Telecom
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United States (New England and New York State)
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Sovernet, ION, Essextel
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International Telecom
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Guyana
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GTT+
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Renewable
Energy
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Renewable Energy
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United States (Massachusetts, California, and New Jersey)
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Ahana Renewables
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We provide management, technical, financial, regulatory, and marketing services to our subsidiaries and typically receive a management fee equal to a percentage of their respective revenue. Management fees from our subsidiaries are eliminated in consolidation.
To be consistent with how management allocates resources and assesses the performance of its business operations in 2016, we updated our reportable operating segments to consist of the following: 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 iii) Renewable Energy, consisting of our former Renewable Energy segment. The prior period segment information has been recast to conform to the current year’s segment presentation.
Acquisitions
For the purpose of clarity and consistency, and except where expressly indicated, each of the forward-looking statements made regarding our operations in this Item 2 assumes that the Vibrant Energy Acquisition and the KeyTech Transaction, which were completed subsequent to March 31, 2016 and are described below, have not yet been consummated.
Completed Acquisitions
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 Acquistion”). The business operates under the name Vibrant Energy. We also retained several Armstrong employees in the UK and India who are employed by the Company 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 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 preliminary purchase price of Vibrant Energy was approximately $11 million of cash consideration and relates primarily to acquired property and equipment that will be used in the production of energy. The preliminary purchase price allocation is in process and will be completed in the second quarter. We expect Vibrant Energy to have 20-25 Megawatts peak (“MWp”) on line and generating revenue by early in the fourth quarter of 2016, 45 MWp by January 2017 and to target the development of at least 250 MWp in solar energy projects in the India markets through the end of 2018. Customers for the initial projects are private commercial and industrial enterprises.
KeyTech Limited
On May 3, 2016, we completed our acquisition of a controlling interest in KeyTech Limited (“KeyTech”), 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 “Logic” name in Bermuda and the Cayman Islands (the “KeyTech Transaction”). Keytech also owned a minority interest of approximately 43 % in our consolidated subsidiary, Bermuda Digital Communications Ltd., which provides wireless services in Bermuda under the “CellOne” name. As part of the transaction, we contributed its ownership interest of approximately 43% in CellOne and approximately $42 million in cash in exchange for a 51% ownership interest in KeyTech. As part of the transaction, CellOne was merged with and into a company within the KeyTech group and the approximate 15% interest in CellOne held, in the aggregate, by CellOne’s minority shareholders was converted into the right to receive common shares in KeyTech. Following the transaction, CellOne is now indirectly wholly owned by KeyTech, and KeyTech continues to be listed on the BSX. A portion of the cash proceeds that KeyTech received upon closing was used to fund a one-time special dividend to KeyTech's existing shareholders and to retire KeyTech's subordinated debt. On May 3, 2016, we began consolidating the results of KeyTech within our financial statements in our International Telecom segment.
The transaction will be accounted for as a business combination
of KeyTech and the acquisition of additional interest in Bermuda Digital Communications Ltd
. The
preliminary
allocation for the cash contribution of $42 million, less approximately
$3
million of transaction fees paid by KeyTech, is in process and will be completed in the second quarter.
Pending Acquisition
Innovative
On September 30, 2015, we entered into an agreement to acquire all of the membership interests of Caribbean Asset Holdings LLC, the holding company for the Innovative group of companies operating cable TV, Internet and landline services primarily in the U.S. Virgin Islands (“Innovative”), from the National Rural Utilities Cooperative Finance Corporation (“CFC”). We purchased the Innovative operations for a purchase price of approximately $145 million, subject to certain purchase price adjustments (the “Innovative Transaction”). In connection with the purchase, we have the option to finance up to $60 million of the purchase price with a loan from an affiliate of CFC, the Rural Telephone Finance Cooperative (“RTFC”) on the terms and conditions set forth in a commitment letter and rate lock option letter executed by RTFC. We expect to fund the remaining $85.0 million of the purchase price, plus any amounts not financed, in either cash or with our revolving line of credit. With the purchase, our current operations in the U.S. Virgin Islands under the “Choice” name will be combined with Innovative to deliver residential and business subscribers a full range of telecommunications and media services.
The Innovative Transaction is subject to customary closing terms and conditions and the receipt of approvals from the Federal Communications Commission and regulatory authorities in the U.S.Virgin Islands.
We currently expect to complete the transaction in mid-2016. Upon the closing of the Innovative Transaction,
the results of Caribbean Asset Holdings LLC will be included in our International Telecom segment upon closing.
Disposal of Turks and Caicos Operations
During March 2015, we sold certain assets and liabilities of our Turks and Caicos business in our International Telecom segment. As a result, we recorded a loss of approximately $19.9 million arising from the deconsolidation of non-controlling interests of $20.0 million and a gain of $0.1 million arising from an excess of sales proceeds over the carrying value of net assets disposed of. The net loss on disposition is included within other income (expense) and does not relate to a strategic shift in our operations. As a result, the subsidiary’s historical results and financial position are presented within continuing operations.
Mobility Fund Grants
As part of the Federal Communications Commission’s (“FCC”) reform of its Universal Service Fund (“USF”) program, which previously provided support to carriers seeking to offer telecommunications services in high-cost areas and to low-income households, the FCC created two new funds, including the Mobility Fund, a one-time award meant to support wireless coverage in underserved geographic areas in the United States. We have received FCC final approvals for $24.1 million of Mobility Fund support to our wholesale wireless business (the “Mobility Funds”) to expand voice and broadband networks in certain geographic areas in order to offer either 3G or 4G coverage. As part of the receipt of the Mobility Funds, we committed to comply with certain additional FCC construction and other requirements. A portion of these funds will be used to offset network capital costs and a portion is used to offset the costs of supporting the networks for a period of five years from the award date. In connection with our application for the Mobility Funds, we have issued approximately $10.6 million in letters of credit to the Universal Service Administrative Company (“USAC”) to secure these obligations. If we fail to comply with any of the terms and conditions upon which the Mobility Funds were granted, or if we lose eligibility for the Mobility Funds, USAC will be entitled to draw the entire amount of the letter of credit applicable to the affected project plus penalties and may disqualify us from the receipt of additional Mobility Fund support.
The results of our Mobility Fund projects are included within our U.S. Telecom segment. As of March 31, 2016, we had received approximately $8.1 million in Mobility Funds. Of these funds, $1.6 million was recorded as an offset to operating expenses, $4.0 million was recorded as an offset to the cost of the property, plant, and equipment associated with these projects and, consequentially, a reduction of future depreciation expense and the remaining $2.5 million of future operating costs is recorded within current liabilities in our consolidated balance sheet as of March 31, 2016. The balance sheet presentation is based on the timing of the expected usage of the funds which will reduce future operations expenses.
Results of Operations
Three Months Ended March 31, 2016 and 2015
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Three Months Ended
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Amount of
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Percent
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March 31,
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Increase
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Increase
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2016
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2015
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(Decrease)
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(Decrease)
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REVENUE:
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Wireless
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$
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58,878
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$
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57,015
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$
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1,863
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3.3
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%
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Wireline
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22,445
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20,593
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1,852
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9.0
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Equipment and Other
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2,774
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2,447
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327
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13.3
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Renewable Energy
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5,589
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5,289
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300
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5.7
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Total revenue
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89,686
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85,344
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4,342
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5.1
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OPERATING EXPENSES
(
excluding depreciation and amortization unless otherwise indicated
):
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Termination and access fees
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20,913
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20,197
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716
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3.5
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Engineering and operations
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9,837
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7,656
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2,181
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28.5
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Sales, marketing and customer services
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5,154
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5,261
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(107)
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(2.0)
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Equipment expense
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3,259
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3,828
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(569)
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(14.9)
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General and administrative
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16,421
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14,321
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2,100
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14.7
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Transaction-related charges
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3,655
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179
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3,476
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1,941.9
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Depreciation and amortization
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14,554
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14,751
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(197)
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(1.3)
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Total operating expenses
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73,793
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66,193
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7,600
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11.5
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Income from operations
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15,893
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19,151
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(3,258)
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(17.0)
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OTHER INCOME (EXPENSE):
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Interest income
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348
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165
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183
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110.9
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Interest expense
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(826)
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(779)
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(47)
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6.0
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Loss on deconsolidation of subsidiary
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—
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(19,937)
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19,937
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(100.0)
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Other income, net
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14
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32
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(18)
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(56.3)
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Other income (expense), net
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(464)
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(20,519)
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20,055
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(97.7)
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INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
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15,429
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(1,368)
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16,797
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(1,227.9)
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Income tax expense
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4,631
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(486)
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5,117
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(1,052.9)
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INCOME (LOSS)FROM CONTINUING OPERATIONS
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10,798
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(882)
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11,680
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(1,324.3)
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INCOME (LOSS) FROM DISCONTINUED OPERATIONS
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Income (Loss) from discontinued operations, net of tax
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—
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390
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(390)
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(100.0)
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Income (Loss) from discontinued operations
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—
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390
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(390)
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(100.0)
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NET INCOME (LOSS)
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10,798
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(492)
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11,291
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(2,294.7)
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Net income (loss) attributable to non-controlling interests, net of tax:
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(4,678)
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(2,777)
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(1,901)
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68.5
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NET INCOME (Loss) ATTRIBUTABLE TO ATLANTIC TELE-NETWORK, INC. STOCKHOLDERS
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$
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6,120
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$
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(3,269)
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$
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9,389
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(287.2)
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%
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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.
Wholesale
Wholesale revenues are generated within our rural U.S. markets. For the three months ended March 31, 2016 and 2015, wholesale revenues represented 60% and 58%, respectively, of our consolidated wireless revenues.
Wholesale revenue from our U.S. Telecom segment is generated from providing mobile voice or data services to the customers of other wireless carriers, the provision of network switching services and certain transport services
using our wireless networks. Wholesale revenue is primarily driven by the number of sites and base stations we operate, the amount of voice and data traffic from the subscribers of other carriers that each of these sites generates and the rates we are paid from our carrier customers for carrying that traffic.
The 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 specified conditions. In exchange, the carrier agrees to license us spectrum in that area and enter into a contract with specific pricing and terms. These arrangements typically include a purchase right in favor of the carrier to purchase that portion of the network and receive back the spectrum for a predetermined price, depending on when the option to purchase is exercised. We currently have one buildout arrangement of approximately 100 built cell sites, which provides the carrier with an option to purchase such sites exercisable beginning no earlier than 2018. At this time, we cannot predict whether the purchase option will be exercised.
Our U.S. Telecom’s wholesale revenue increased by $2.3 million, or 7.0%, to $35.2 million from $32.9 million for the three months ended March 31, 2016 and 2015, respectively. This increase was the result of growth in data traffic volumes due to capacity and technology upgrades to our network and the increase in the number of base stations to 885 from 836 as of March 31, 2016 and 2015, respectively. Such increases, however, were partially offset by rate declines.
We expect that wholesale data volumes will continue to increase during 2016 due to increased demand combined with our increased capacity to serve such demand following the network upgrades made over the last several years. However, we expect to experience a decline in revenues and for margins to contract as a result of the necessary evolution we have taken of significantly reducing rates in exchange for longer
‑term contracts. We believe that this new model has much lower risk in that the extended term and reduced pricing create a potential for a long
‑lived shared infrastructure solution.
Retail
Retail revenues are generated from providing mobile voice or data services to our subscribers in both our U.S. Telecom and International Telecom segments. Retail revenues also include roaming revenues generated by other carriers’ customers roaming into our markets.
Retail revenue accounted for the remaining $23.7 million and $24.1 million of our wireless revenue for the three months ended March 31, 2016 and 2015, respectively, a decrease of $0.4 million, or 1.7%. This decrease of $0.4 million, or 1.7%, is the result of a decrease in roaming revenue due to anticipated rate declines and the sale of our operations in Turks and Caicos during March 2015. Our wireless retail subscribers increased to 330,000 subscribers from 304,000 subscribers as of March 31, 2016 and 2015, respectively. However, the increase in our subscribers was offset by a decrease in roaming revenue due to rate declines and the sale of our operations in Turks and Caicos during March 2015. During late 2015, we modified our definition of an active subscriber which resulted in a decrease in wireless subscribers. This change was retroactively applied to the reported subscribers for March 31, 2015.
We expect retail revenues to remain relatively unchanged in future periods. Growth in revenue from anticipated subscriber growth may be offset by a decline in roaming revenues because many visitors’ home market carriers continue to charge their customers unusually high rates for roaming services, resulting in lowered overall roaming traffic in these markets. Roaming revenues in these markets are also subject to seasonality and can fluctuate between quarters.
Additionally, wireless revenue from our wireless voice and data services in Bermuda may be negatively impacted, principally through the loss of market share, as a result of both the implementation in March 2015 of a decision by the Bermuda Regulatory Authority requiring our Bermuda subsidiary to surrender a portion of spectrum we reserved for the launch of next generation wireless and data services and any reallocation of that spectrum to our competitors.
Wireline revenue.
Wireline revenue is generated by our International Telecom and U.S. Telecom segments. Within our International Telecom segment, revenue is generated in Guyana and includes local and long-distance telephone services as well as international voice and data communications services. In our U.S. Telecom segment, revenue is generated by our integrated voice and data operations in New England, our wholesale transport operations in New York and our wholesale long-distance voice services to telecommunications carriers. This revenue includes basic service fees, measured service revenue, and internet access fees, as well as installation charges for new lines, monthly line rental charges, long-distance or toll charges, and maintenance.
Wireline revenue increased by $
1.8
million, or 8.7%, to $
22.4
million for the three months ended March 31, 2016 from $
20.6
million for the three months ended March 31, 2015.
This increase was primarily due to a $1.8 million increase in our International Telecom segment resulting from increased broadband data revenues driven by an increase in subscribers. Wireline revenue within our U.S. Telecom segment remained consistent in the first quarter of 2016 as compared to the same period of 2015.
We anticipate that wireline revenue from our international long
‑distance business in Guyana will continue to be negatively impacted, principally through the loss of market share, should we cease to be the exclusive provider of domestic fixed and international long
‑distance service in Guyana, whether by reason of the Government of Guyana enacting legislation to such effect or a modification, revocation or lack of enforcement of our exclusive rights. While the loss of our exclusive rights will likely cause an immediate reduction in
our wireline revenue, over the longer term such declines may be offset by increased revenue from data services to consumers and enterprises in Guyana, an increase in regulated local calling rates in Guyana, and increased wholesale transport services and large enterprise and agency sales in the United States.
We currently cannot predict when or if the Government of Guyana will enact such legislation or take, or fail to take, any action that would otherwise affect our exclusive rights in Guyana. See “Business—Guyana Regulation” in our 2015 Annual Report on Form 10-K.
Renewable Energy revenue.
Renewable energy revenue represents revenue from the sale of electricity through long-term (10 to 25 years) power purchase agreements (“PPAs”) as well as the sale of solar renewable energy credits (“SRECs”).
Renewable energy revenue increased $0.3 million, or 5.7%, to $5.6 million from $5.3 million for the three months ended March 31, 2016 and 2015, respectively. This increase was primarily the result of the impact of heavy snowfall in Massachusetts on the 2015 energy production that did not recur in 2016.
Our PPAs, which are typically priced at or below local retail electricity rates, allow our customers to secure electricity at predictable and stable prices over the duration of their long-term contract. As such, our PPAs provide us with high-quality contracted cash flows, which will continue over their average remaining life. For these reasons, we expect that Renewable Energy revenue from our current portfolio of commercial solar projects will remain fairly consistent in future periods.
With the closing of our acquisition of Vibrant Energy, we are now currently constructing developed projects in India to provide distributed generation solar power to corporate and utility customers and expect to begin generating revenue in the fourth quarter of 2016, with a target of development of at least 250 MWp in solar energy projects through the end of 2018. We expect that revenue from this portfolio of projects will be less than that of our U.S. solar project portfolio, but with revenue margins in line with our current domestic solar operations.
Equipment and other revenue.
Equipment and other revenue within our U.S. Telecom and International Telecom segments represent revenue from wireless equipment sales, primarily handsets, to retail telecommunications customers and other miscellaneous revenue items.
Equipment and other revenue increased by $0.4 million, or 16.7 % to $2.8 million for the three months ended March 31, 2016 from $2.4 million for the three months ended March 31, 2015.
Equipment and other revenue increased
in both our U.S. Telecom segment’s retail operations and in our International Telecom segment by $0.2 million as a result of increased subscriber additions and demand for handsets.
We believe that equipment and other revenue could continue to increase as a result of gross subscriber additions, continued growth in smartphone penetration and continued customer incentives such as device subsidies.
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, other access fees we pay to terminate our calls, customer bad debt expense, telecommunication spectrum fees and direct costs associated with our Renewable Energy segment.
Termination and access fees increased by $0.7 million, or 3.5%, to $20.9 million for the three months ended March 31, 2016 from $20.2 million for the three months ended March 31, 2015. Our U.S. Telecom segment reported an increase of $1.6 million in these costs as the result of increased data traffic volumes, costs related to additional technologies and the expansion and upgrade of our networks. This increase was partially offset by a $0.9 million decrease in these costs in our International Telecom segment
which included our operations in Turks and Caicos sold in March 2015.
Termination and access fees are expected to continue to increase in future periods with expected growth in data traffic volumes on our networks, but remain fairly proportionate to their related revenue as our networks expand.
Engineering and operations expenses.
Engineering and operations expenses include the expenses associated with developing, operating and supporting our expanding 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 increased by $2.1 million, or 27.3%, to $9.8 million from $7.7 million for the three months ended March 31, 2016 and 2015, respectively. The increase was primarily the result of an increase within our U.S. Telecom segment of $0.8 million to support an expanding and upgraded network and additional technologies and as a result of the conclusion of a transition services agreement entered into to provide support services following the sale of our Alltel business which was accounted for as an offset to the expenses in previous periods. Our International Telecom segment reported an increase in engineering and operations expenses of $1.3 million for network and billing system support, maintenance, and consulting.
We expect that engineering and operations expenses will remain fairly consistent as a percentage of revenues in future periods.
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 decreased by $0.1 million, or 1.9%, from $5.3 million to $5.2 million for the three months ended March 31, 2016 and 2015, respectively. Sales and marketing expenses decreased by $0.1 million in our International Telecom segment primarily as a result of cost reduction measures and the sale of our operations in Turks and Caicos in March 2015.
We expect that sales, marketing and customer service expenses will remain fairly consistent as a percentage of revenues in future periods.
Equipment expenses.
Equipment expenses include the costs of our handset and customer resale equipment in our retail wireless businesses.
Equipment expenses decreased by $0.5 million, or 13.2%, to $3.3 million for the three months ended March 31, 2016 from $3.8 million for the three months ended March 31, 2015. The decrease was the result of reduced expenses of
$0.8 million in our International Telecom segment primarily as a result of the sale of our operations in Turks and Caicos. This decrease was partially offset by an increase in our U.S. Telecom segment’s retail wireless subscriber additions.
We believe that equipment expenses could continue to increase as a result of the increase in demand for smartphones by our subscribers.
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 increased by $2.1 million, or 14.7%, to $16.4 million for the three months ended March 31, 2016 from $14.3 million for the three months ended March 31, 2015. The increase is predominately the result of an increase of $1.2 million within our U.S. Telecom segment primarily as a result of the conclusion of a transition services agreement entered into to provide support services following the sale of our Alltel business which was accounted for as an offset to the expenses in previous periods. In addition, our corporate overhead increased by $1.3 million to support our expanding operations and in preparation for our Vibrant Energy
Acquisition
, our KeyTech Transaction and our Innovative Transaction. These increases were partially offset by an aggregate decrease of $0.3 million within our International Telecom and Renewable Energy segments.
We expect that these general and administrative expenses will increase as we incur the additional expenses necessary to launch the construction of our India renewable energy projects. However, following the completion of such construction, we expect these will remain fairly consistent as a percentage of revenues in future periods.
Transaction-related charges.
Transaction-related charges include the external costs, such as legal, tax and accounting, and consulting fees directly associated with acquisition and disposition-related activities, which are expensed as incurred. Transaction-related charges do not include internal costs, such as employee salary and travel-related expenses, incurred in connection with acquisitions or dispositions or any integration-related costs.
We incurred $3.7 million and $0.2 million of transaction
‑related charges during the three months ended March 31, 2016 and 2015, respectively.
The increase was primarily related to the Vibrant Energy
Acquisition
, the KeyTech Transaction and the Innovative Transaction.
We expect that transaction related expenses will increase substantially in the second quarter of this year, related to the closing of the Vibrant Energy
Acquisition
, KeyTech Transaction, and Innovative Transaction. Thereafter, transaction related expenses will continue to be incurred from time to time as we continue to explore additional acquisition and investment opportunities.
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 decreased by $0.2 million, or 1.4%, to $14.6 million for the three months ended March 31, 2016 from $14.8 million for the three months ended March 31, 2015.
The decrease was the result of a $0.6 million decrease in depreciation and amortization in our International Telecom segment primarily as a result of our sale of operations in Turks and Caicos in March 2015. This decrease was partially offset by increases in depreciation and amortization in our U.S. Telecom segment and in our corporate overhead.
We expect depreciation expense to increase as we acquire more tangible assets to expand or upgrade our networks and build or acquire solar power generating facilities.
Interest income.
Interest income represents interest earned on our cash, cash equivalents, and restricted cash balances.
Interest income increased $0.1 million to $0.3 million from $0.2 million for the three months ended March 31, 2016 and 2015, respectively, as a result of an increase in the return on our cash balances. We expect that interest income may decline in future periods as we deploy cash balances for acquisitions and development of our solar portfolio in India.
Interest expense.
Interest expense represents commitment fees, letter of credit fees, amortization of debt issuance costs, and interest incurred on our outstanding credit facilities and on the term loans we assumed in our Ahana Acquisition.
Interest expense remained consistent at $0.8 million for the three months ended March 31, 2016 and 2015, respectively.
We expect that interest expense will remain consistent in future periods.
Loss on deconsolidation of subsidiary.
During March 2015, we completed the sale of certain assets and liabilities operated in Turks and Caicos and recorded a loss on the disposition and related deconsolidation of this subsidiary of approximately $19.9 million primarily as a result of the expensing of our minority holders’ non-controlling interests in our Turks and Caicos operations.
Other income (expense), net.
Other income (expense), net represents miscellaneous non-operational income we earned or expenses we incurred. Other income (expense), net was nominal for the three months ended March 31, 2016 and 2015.
Income taxes.
Our effective tax rates for the three months ended March 31, 2016 and 2015 were 30.0 % and 35.5%, respectively. 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 the mix of income generated among the jurisdictions in which we operate.
Net loss attributable to non-controlling interests.
Net loss attributable to non-controlling interests reflected an allocation of $4.7 million and $2.8 million of income generated by our less than wholly-owned subsidiaries for the three months ended March 31, 2016 and 2015, respectively. Of this $1.9 million increase, $1.0 million related to our International Telecom segment primarily as a result of the sale of our operations in Turks and Caicos during March 2015, $0.7 million related to our U.S. Telecom segment primarily as a result of increased profitability in our retail operations and $0.2 million related to increased profitability within our renewable energy segment.
Net income(loss) attributable to Atlantic Tele-Network, Inc. stockholders.
Net income (loss) attributable to Atlantic Tele-Network, Inc. stockholders increased to income of $6.1 million from a loss
$3.3
million for the three months ended March 31, 2016 and 2015, respectively.
On a per share basis, net income (loss) increased to income of $0.38 per diluted share from a loss of $0.21 per diluted share for the three months ended March 31, 2016 and 2015, 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 12 to the Unaudited Condensed Consolidated Financial Statements in this Report.
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 and borrowings under our credit facilities. We believe our current cash, cash equivalents 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 and capital expenditures.
Uses of Cash
Capital Expenditures.
A significant use of our cash has been for capital expenditures to expand and upgrade our telecommunications networks as well as for acquisitions.
For the three months ended
March 31, 2016
and 2015, we spent approximately $16.4 million and $13.8 million, respectively, on capital expenditures. The following notes our capital expenditures, by operating segment, for these periods (in thousands):
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Capital
Expenditures
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U.S.
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International
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Renewable
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Reconciling
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Three months ended March 31,
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Telecom
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Telecom
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Energy
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Items (1)
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Consolidated
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2016
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$
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7,561
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$
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7,774
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$
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—
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$
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1,110
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$
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16,445
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2015
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7,871
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5,209
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—
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732
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13,812
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(1) Reconciling items refer to corporate overhead matters and consolidating adjustments.
We are continuing to invest in upgrading and expanding our telecommunications networks and renewable energy assets in many of our markets, along with upgrading our operating and business support systems. We currently anticipate that telecom capital expenditures for the year ended December 31, 2016 will be between $65 million and $75 million capital expenditures for our Renewable Energy segment will be between $40 million and $50 million for the year ended December 31, 2016.
We expect to fund our current capital expenditures primarily from our current cash balances and cash generated from operations.
Acquisitions and Investments.
Historically, we have funded our acquisitions with a combination of cash on hand and borrowings under our credit facilities.
We funded the KeyTech Transaction and Vibrant Energy
Acquisition
with $42.0 million and $11 million of cash, respectively. In regard to the pending Innovative Transaction we expect to fund
$85.0 million payable in cash and have the option to finance the remaining $60.0 million of the purchase price with a loan from an affiliate of Innovative, the Rural Telephone Finance Cooperative.
We continue to explore opportunities to expand our 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 March 31, 2016,
we had approximately $396.8 million in cash, cash equivalents and restricted cash. Of this amount, $112.4 million was held by our foreign subsidiaries and is permanently invested outside the United States.
In addition, we had approximately $31.3 million of debt as of March 31, 2016. How and when we deploy our balance sheet capacity will figure prominently in our longer-term growth prospects and stockholder returns
.
Income taxes.
We have historically used cash
‑on
‑hand to make payments for income taxes. Our policy is to indefinitely reinvest the undistributed earnings of our foreign subsidiaries, and accordingly, no provision for federal income taxes has been made on accumulated earnings of foreign subsidiaries.
Our effective tax rate decreased in 2016, over the previous year, primarily due to the $19.9 million loss on deconsolidation within our International Telecom business that had no 2015 tax benefit.
Dividends.
We use cash-on-hand to make dividend payments to our common stockholders when declared by our Board of Directors. For the three months ended March 31, 2016, our Board declared dividends to our stockholders, which includes a $0.32 per share dividend declared on March 15, 2016 and paid on April 8, 2016, of $5.1 million. We have declared quarterly dividends for the last 70 fiscal quarters.
Stock repurchase plan.
Our Board of Directors approved a $5.0 million stock buyback plan in September 2004 pursuant to which we have spent approximately $2.1 million through
March 31, 2016
. Our last repurchase of our Common Stock under this plan was in 2007. We may repurchase shares at any time depending on market conditions, our available cash and our cash needs.
Sources of Cash
Total liquidity.
As of March 31, 2016, we had approximately $391.1 million in cash and cash equivalents, a decrease of $0.9 million from the December 31, 2015 balance of $392.0 million. The decrease is primarily attributable to cash provided by our operating activities of $28.3 million partially offset by our capital expenditures of $16.4 million, cash used to acquire marketable securities of $2.0 million and cash used in our financing activities of $11.5 million.
Cash provided by operations.
Cash provided by operating activities was $28.3 million for the three months ended March 31, 2016 as compared to $35.5 million for the three months ended March 31, 2015. The decrease of $7.2 million was primarily the result of the $19.9 loss on the deconsolidation of our operations in Turks and Caicos in 2015 partially offset by an increase in net income of $11.3 million. The remaining change relates to changes in working capital balances.
Cash provided by (used) in investing activities.
Cash used in investing activities was $17.8 million for the three months ended March 31, 2016. Cash provided by investing activities was $29.1 million for the three months ended March 31, 2015. The three months ended March 31, 2015 includes $39.0 million of cash provided by the final receipt of the escrowed funds from our sale of the retail wireless business operated under the Alltel name and the $5.9 million in proceeds from the sale of certain assets of our operations in Turks and Caicos. There were no comparable proceeds from the sale of assets in 2015. The three months ended March 31, 2015 also includes the usage of $2.6 million to complete the Ahana Acquisition. The three months ended March 31, 2016 includes the usage of $2.0 million for the purchase of marketable securities and an increase in capital expenditures of $2.6 million as compared to the prior year period.
Cash used in financing activities.
Cash used in financing activities increased by $1.1 million, to $11.5 million for the three months ended March 31, 2016 from $10.4 million for the three months ended March 31, 2015. This increase was predominately the result of increased dividends to our stockholders of $0.5 million and an increase of $0.4 million for the repurchase of shares from employees to satisfy their withholding obligations incurred in connection with the vesting of restricted stock awards.
Credit facility.
On December 19, 2014, we amended and restated our then existing credit facility with CoBank, ACB and a syndicate of other lenders to provide for a $225.0 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 $25.0 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 $10.0 million under a swingline sub-facility.
Amounts we may borrow under the Credit Facility bear interest at a rate equal to, at its option, either
(i) the London Interbank Offered Rate (
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%
.
Swingline loans 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
; (ii) the
federal funds effective rate
(as defined in the
Credit Facility
) plus
0.50%
per annum; and (iii) the
prime rate
(as defined in the
Credit Facility
). The applicable margin is determined based on the ratio (as further defined in the Credit Agreement) 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.
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 March 31, 2016, we were in compliance with all of the financial covenants of the Credit Facility.
On January 11, 2016, we amended the Credit Facility to provide for lender consent to, among other actions, (i) the contribution by the Company of all of its equity interests in ATN Bermuda Holdings, Ltd. to ATN Overseas Holdings, Ltd. in connection with the KeyTech Transaction, and subject to the closing of the KeyTech Transaction, a one-time, non-pro rata cash distribution by KeyTech Limited of $12.7 million to certain of KeyTech Limited’s shareholders; and (ii) the incurrence by certain subsidiaries of the Company of secured debt in an aggregate principal amount not to exceed $60.0 million in connection with our option to finance a portion of the Innovative Transaction. The Amendment increases 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
.
As of March 31, 2016, we had no borrowings under the Credit Facility and approximately $10.6 million of outstanding letters of credit.
Ahana Debt
In connection with the Ahana Acquisition on December 24, 2014, we assumed $38.9 million in debt (the “Ahana Debt”). The Ahana Debt includes multiple loan agreements with banks that bear interest at rates between 4.5% and 6.0%, mature at various times between 2018 and 2023 and are secured by certain solar facilities. Repayment of the Ahana Debt with the banks is made on a monthly basis until maturity.
The Ahana Debt includes a loan from Public Service Electric & Gas (PSE&G). The note payable to PSE&G bears interest at 11.3%, matures in 2027, and is secured by certain solar facilities. Repayment of the Ahana Debt with PSE&G can be made in either cash or SRECs, at our discretion. The value of the SRECs was fixed at the time of the loan’s closing.
As of March 31, 2016, $31.3 million of the Ahana debt remained outstanding.
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 March 31, 2016, 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 June 6, 2014, the SEC declared effective our “universal” shelf registration statement. This filing registered potential future offering of our securities.
Completed and Pending Acquisitions.
As discussed above, we funded the KeyTech Transaction and Vibrant Energy
Acquisition
with $42 million and $11 million of cash, respectively. In regard to our pending Innovative Transaction, we
have the option to finance $60 million of the purchase price with a loan from an affiliate of CFC, the Rural Telephone Finance Cooperative. We expect to fund the remaining $85 million of the purchase price, plus any amounts not financed, in cash.
Recent Accounting Pronouncement
s
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”, 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. On July 9, 2015, the FASB approved the deferral of the new standard's effective date by one year. The new standard is now effective for annual reporting periods beginning after December 15, 2017. The FASB will permit companies to adopt the new standard early, but not before the original effective date of annual reporting periods beginning after December 15, 2016. We are currently evaluating the adoption method options and the impact of the new guidance on our consolidated financial statements.
In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs”, which amends the presentation of debt issuance costs on the consolidated balance sheet. Under the new guidance, debt issuance costs are presented as a direct deduction from the carrying amount of the debt liability rather than as an asset. We adopted the standard on January 1, 2016 and it did not have a material impact on our consolidated financial statements and related disclosures.
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 that software license. The new guidance does not change the accounting for a customer’s accounting for service contracts. The standard is effective beginning January 1, 2017, with early adoption permitted, and may be applied prospectively or retrospectively. We do not expect ASU 2015-05 to have a material impact on our consolidated financial position, results of operations or cash flows.
In September 2015, the FASB issued ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments”, which provides updated guidance related to simplifying the accounting for measurement period adjustments related to business combinations. The amended guidance eliminates the requirement to retrospectively account for adjustments made during the measurement period. The standard was adopted on January 1, 2016 and did not have a material impact on our consolidated financial position, results of operations or cash flows.
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which provides 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 interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, “
Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
”. 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. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. We are currently evaluating the impact that the standard will have on our consolidated financial statements.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RIS
K
Foreign Currency Exchange Sensitivity.
The only foreign currency for which we have a material exposure is the Guyana dollar because a significant portion of our Guyana revenues and expenditures are transacted in Guyana dollars. The exchange rate has remained consistent at 210 Guyana dollars to 1 U.S. dollar since 2014 and remained at 210 Guyana dollars to 1 U.S. dollar as of March 31, 2016. The results of future operations may be affected by changes in the value of the Guyana dollar.
Interest Rate Sensitivity.
As of March 31, 2016, we did not have any outstanding variable rate debt and as a result, we believe that we do not have an exposure to fluctuations in interest rates. We may have an exposure to fluctuations in interest rates if we again borrow amounts under our revolver loan within our Credit Facility.
Item 4. CONTROLS AND PROCEDURE
S
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 March 31, 2016. 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”) 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 March 31, 2016, 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.
Changes in internal control over financial reporting.
T
here were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.