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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to .
Commission file number 0-19551
__________________
Atlantic Tele-Network, Inc.
(Exact name of registrant as specified in its charter)
19 Estate Thomas
Delaware Havensite
(State or other jurisdiction of P.O. Box 12030
incorporation or organization) St. Thomas, U.S. Virgin Islands
(Address of principal executive offices)
47-0728886 00801
(I.R.S. Employer Identification No.) (Zip Code)
(340) 777-8000
(Registrant's telephone number, including area code)
__________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, Par Value American Stock Exchange
$.01 per Share
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
None
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 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 [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [_]
The aggregate market value of the shares of all classes of voting stock
of the registrant held by non-affiliates of the registrant on March 28, 2001,
was approximately $25,702,558 computed upon the basis of the closing sales
price of the Common Stock on that date. For purposes of this computation,
shares held by directors (and shares held by any entities in which they serve
as officers) and officers of the registrant have been excluded. Such exclusion
is not intended, nor shall it be deemed, to be an admission that such persons
are affiliates of the registrant.
As of March 28, 2001, there were outstanding 4,986,527 shares of Common
Stock, $.01 par value, of the registrant.
Documents Incorporated by Reference
Portions of the proxy statement to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A for the registrant's 2000
annual meeting of stockholders are incorporated by reference into Part III of
this Form 10-K.
ATLANTIC TELE-NETWORK, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
Page
PART I
Item 1. Business 2
Item 2. Properties 10
Item 3. Legal Proceedings 11
Item 4. Submission of Matters to a vote of Security Holders 11
Executive Officers of the Registrant 12
PART II
Item 5. Market for the Registrant's Common Equity and
Related Stockholder Matters 13
Item 6. Selected Financial Data 14
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 15
Item 7a. Quantitative and Qualitative Disclosures about Market Risk 20
Item 8. Financial Statements and Supplementary Data 21
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 21
PART III
Item 10. Directors and Executive Officers of the Registrant 22
Item 11. Executive Compensation 22
Item 12. Security Ownership of Certain Beneficial Owners and
Management 22
Item 13. Certain Relationships and Related Transactions 22
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8K 23
SIGNATURES 24
Index to Combined and Consolidated Financial Statements F-1
1
PART I
Item 1. Business
Introduction
Atlantic Tele-Network, Inc. (the "ATN" or the "Company") is a holding
company with the following operating subsidiaries and affiliates:
***The Guyana Telephone & Telegraph Company, Ltd. ("GT&T"), which is the
national and international telephone company in the Republic of Guyana. The
Company has owned 80% of the stock of GT&T since January 1991. Substantially
all of the Company's consolidated revenues and income in 2000 was derived from
GT&T operations.
***Wireless World L.L.C. and V.I. Access, L.L.C. (collectively, "Wireless
World"), wholly-owned subsidiaries of the Company. Wireless World is the
largest internet access service provider in the U.S. Virgin Islands and also
provides wireless-cable-T.V. services there. Wireless World acquired its
internet service business in 1999 and its T.V. business in March 2000.
Wireless World is currently in the process of upgrading its T.V. service from
a 12 channel analog to a 100 channel digital service, and is seeking a ruling
from the U.S.V.I. Public Services Commission which will permit it to become a
Competitive Local Exchange Carrier in the U.S. Virgin Islands.
***Atlantic Tele-Center, Inc. ("ATC"), a wholly-owned subsidiary
established in 2000 which is developing a calling center business in Guyana to
provide customer assistance, telemarketing and other call center services
primarily to businesses located in the United States. Although ATC's
operations are currently in a start-up phase, the Company expects ATC to be a
significant contributor to consolidated revenues and earnings by the end of
this year.
***LighTrade, Inc., a Washington D.C. based company in the developmental
stage, which is establishing a series of market-participant neutral pooling
points in major cities in the U.S. and abroad to enable telecommunications
carriers readily to interconnect with each other and to help create a public
market for trading "band width" (telecommunications transport capacity). The
Company committed to acquire a significant minority interest in LighTrade in
March 2001, and has an option to increase its investment to a majority
interest.
***Bermuda Digital Communications, Ltd. ("BDC"), which, operating under
the name "Cellular One" is the sole cellular and PCS competitor in Bermuda to
the Bermuda Telephone Company. The Company acquired a 30% interest in BDC in
1998 and increased its interest to 46% during 2000.
***ATN (Haiti) S.A. and Transnet, S.A. (collectively, "ATN-Haiti") which
provide dispatch radio paging, internet access and wireless data transmission
services in Haiti. The Company acquired a 75% interest (since increased to
80%) in ATN-Haiti's predecessor, Digicom S.A. in 1998 and acquired a 95%
interest in Transnet S.A. in July 2000.
Atlantic Tele Network, Inc. ("the Company") was established in 1987 as a
holding company to acquire the Virgin Islands Telephone Corporation from ITT
Corporation. In November 1991 the Company became a public company. On December
30, 1997, the Company was split into two separate public companies. One, a new
company, Emerging Communications, Inc., contained all of the Company's
telephone operations in the U.S. Virgin Islands and was spun off to Jeffrey J.
Prosser and the public stockholders of the Company. The other, the Company,
continued to own GT&T. In connection with the transaction, the number of
outstanding shares of the Company's capital stock was reduced by 60% (in
effect, a reverse stock split of 1:2.5).
2
The Company from time to time evaluates opportunities for establishing or
acquiring other telecommunications business through privatization of
government-owned business or otherwise in the Caribbean area and in developing
countries in other parts of the world, and may make investments in such
businesses in the future.
Cornelius P. Prior, Jr., Chairman of the Board and Chief Executive
Officer of the Company, is the owner of approximately 60% of the outstanding
common stock of the Company.
GT&T
General. GT&T supplies all public telecommunications service in Guyana.
GT&T is the successor to the Guyana Telecommunication Corporation ("GTC"), a
corporation wholly owned by the government of Guyana, which prior to 1991 had
been the exclusive provider of telecommunications services in Guyana for more
than 20 years.
International Traffic. GT&T's revenues and earnings are highly dependent
upon international long-distance calls originating outside of Guyana and
collect calls from Guyana to foreign points. The following table sets forth
data with respect to the volume of GT&T's international traffic for the past
three years:
International Traffic
(in thousands of minutes)
1998 1999 2000
---- ---- ----
Inbound Paid and
Audiotext 55,776 (46%) 41,500 (35%) 12,975 (13%)
Total Inbound 105,572 (87%) 101,009 (86%) 77,072 (80%)
Outbound 16,440 (13%) 16,061 (14%) 19,004 (20%)
Total 122,012 (100%) 117,070 (100%) 96,076 (100%)
GT&T has agreements with foreign telecommunications administrations and
private carriers covering all international calls into or out of Guyana. These
agreements include negotiated "settlement rates" which govern the rates of
payment by GT&T to the foreign carriers for the use of their facilities in
connecting international calls billed in Guyana, and by the foreign carriers
to GT&T for the use of its facilities in connecting international calls billed
abroad.
The different classes of international traffic described in the above
table produce significantly different profit margins for GT&T. In the case of
regular inbound traffic and outbound collect traffic, GT&T receives a
"settlement rate" payment from the foreign telecommunications carrier
generally equal to one-half of the applicable "accounting rate" (e.g., in the
case of traffic from the United States, a payment of 85 cents per minute), and
GT&T has no significant direct expenses associated with such traffic except
for earth station and satellite system costs which are applicable to all of
GT&T's international traffic. In the case of audiotext traffic, GT&T receives
a settlement rate payment from the foreign carrier which is generally equal to
one-half of the applicable accounting rate, and GT&T pays a fee or commission
to the audiotext traffic provider at rates which are negotiated from time to
time and are typically more than half of the amount received by GT&T from the
foreign carrier. In the case of outbound international traffic, GT&T must
generally pay the foreign carrier a settlement rate payment equal to one-half
3
of the applicable international accounting rate, and GT&T collects from its
subscriber a rate which is regulated by the PUC. During the past three years
amounts collected by GT&T for outbound international traffic have in the
aggregate slightly exceeded the payments due to foreign carriers for such
traffic. GT&T does not allow a significant volume of collect calls into
Guyana.
In the past, a significant portion of GT&T's international traffic
revenues arose from the provision by GT&T of telecommunications services to
audiotext providers in a number of foreign countries. However the volume and
profit margins of this traffic sharply declined in the pas three years and
audiotext traffic no longer contributes significantly to the profitability of
the Company. Management attributes the continuing decline in the audiotext
traffic to increased competition from other terminating country carriers, from
domestic audiotext traffic and from the internet.
Audiotext providers offer telephone information services comparable to
those available in the United States on an area code 900 basis. By making a
telephone call, the caller can obtain information (generally in the form of a
recorded message) on subjects such as weather, sports, business news or
material of a sexual nature. Some audiotext providers also establish "chat
lines" on which the callers can talk to one another. Audiotext traffic
utilizes only excess capacity on GT&T's international circuits and GT&T's main
switch in Georgetown. No use of GT&T's local network within Guyana is
involved, and none of the telephone numbers assigned to audiotext providers by
GT&T can be accessed by a normal telephone call made in Guyana.
Historically, the volume of calls into Guyana from the United States,
Canada and the United Kingdom (including credit card and collect calls from
Guyana) has greatly exceeded the volume of paid outbound calls from Guyana to
these countries. Except for audiotext traffic, the volume of traffic with
other countries has been more evenly balanced. Management of GT&T believes
that the disparity in traffic with these countries, which has produced a
steady stream of hard currency revenues for GT&T, stems from the fact that the
vast majority of GT&T's traffic with these countries consists of personal
calls between Guyanese expatriates and their friends and family in Guyana and
that the average income of most Guyanese residents is substantially lower than
that of their Guyanese expatriate friends or relatives in these countries.
There can be no assurance that, as GT&T expands and improves its local
telephone facilities and changes occur in the Guyanese economy, inbound
international traffic will continue to be as significant a part of GT&T's
total revenues.
The U.S. FCC has issued an order which has the effect of prohibiting U.S.
carriers from paying a settlement rate in excess of 23 cents per minute to
GT&T after January 1, 2002. The current settlement rate for this traffic is 85
cents per minute, and revenues from this traffic provide a significant subsidy
to GT&T's local operations and network expansion. The Company is currently
organizing an effort to lobby the FCC and Congress to seek relief from the
FCC's order.
Effective December 31, 1999, GT&T's operating agreement and all direct
circuits with AT&T were terminated as a result of AT&T's insistence that GT&T
agree to a substantial reduction in the settlement rate for traffic between
the United States and Guyana prior to January 1, 2002. While this has at times
made it difficult to call into Guyana unless the caller was a subscriber of
WorldCom or Sprint or used a special "1010XXX" access code to reach these
carriers, it did not have a significant adverse impact on GT&T - as can be
seen by the 8% increase in inbound paid and outbound traffic during 2000
disclosed above. WorldCom has given GT&T notice terminating its operating
agreement with GT&T effective May 15, 2001 unless GT&T agrees to exclude
audiotext traffic from its circuits with WorldCom. At the date of this report,
WorldCom is the only U.S. carrier with which GT&T has direct circuits. GT&T is
currently in contacts or negotiations with several U.S. carriers to open
direct circuits between the U.S. and Guyana and has also had discussions with
WorldCom with regard to continuing to keep that Company's operating agreement
and circuits with GT&T in effect after May 15, 2001. Any decrease in the net
margin of inbound over outbound traffic or in the accounting rate applicable
to traffic between Guyana and the United States is likely to have an adverse
effect on GT&T's earnings unless GT&T is able to achieve a compensating
increase in its regulated rates for local and outbound international services.
See "GT&T Regulation".
Domestic Service. At December 31, 2000, GT&T had 71,738 subscriber access
lines in service. This number of access lines represents approximately 10
lines per 100 inhabitants. Of all lines in service, 85% were in the largest
4
urban areas, consisting of Georgetown, Linden, New Amsterdam, Diamond and
Beterverwagting. During 2000, GT&T extended service to a number of small
communities. However, most rural areas still do not have telephone service.
In the past, GT&T's revenues from local telephone and other services have
not been significant (e.g. in 1997 local service revenues amounted to $2.9
million). In December 1997 and October 1998, GT&T applied for rate increases
to enable it to earn a 15% rate of return on its rate base. In response to
GT&T's December 1997 application, the PUC granted GT&T a temporary rate
increase in January 1998, which was subsequently reduced by the PUC in March
1998, pending a final decision on GT&T's application. As a result of the
introduction of cellular service, the increase in the number of subscriber
access lines and the temporary rates for local service in effect throughout
most of 1998, all of 1999 and 2000, GT&T's local service revenues increased to
approximately $9.4 million in 1998, $8.7 million in 1999 and $11.7 million in
2000.
GT&T's revenues for fixed access domestic service are derived from
installation charges for new lines, monthly line rental charges, monthly
measured service charges based on the number and duration of calls and other
charges for maintenance and other customer services. For each category of
revenues, rates differ for residential and commercial customers. Residential
and commercial customers have contributed approximately equally to GT&T's
revenues from local service. As of the end of 2000, GT&T's basic monthly
charge per access line was $1.40 for residential customers and $5.55 for
business customers, and the average monthly bill for residential and business
service (excluding charges for international calls and cellular service) was
$7.46 and $15.84, respectively.
GT&T currently provides mobile cellular telephone service in the
Georgetown area and along substantially all of Guyana's coastal plain.
Cellular subscribers are offered various calling plans and are charged a
monthly fee plus airtime based on the selected plan. GT&T's current average
monthly charge per cellular subscriber is approximately $53.08, including
monthly rental and airtime charges. As of December 31, 2000, GT&T had
approximately 7,800 active mobile cellular subscribers. GT&T has pending
before the PUC proposal to reduce cellular charges and initiate a "calling
party pays" system in which a land line caller to a cellular telephone (rather
than the cell phone subscriber) will pay the air time charges for an incoming
call to a cell phone. Under the proposed rates pending before the PUC GT&T
estimates that the average monthly bill per cellular subscriber will decrease
but the increase in number of cellular subscribers and cellular use will
offset the decreased revenue per bill and cellular revenues in total will not
decrease.
Expansion. Since the Company acquired its interest in GT&T in January
1991, GT&T has significantly expanded and rebuilt its telecommunications
network. The number of access lines has increased from approximately 13,000
working lines in January 1991 to 71,738 lines at December 31, 2000.
Substantially all of GT&T's access lines are now digitally switched lines.
GT&T is linked with the rest of the world principally through the Americas II
undersea fiber optic cable, which was commissioned in October 2000, and over
1,200 circuits on an Intelsat satellite. GT&T has two Intelsat B earth
stations, one of which is currently used to provide service through an
Intelsat satellite to a number of localities in the interior of Guyana. This
earth station and the Intelsat satellite may also be used in the future to
provide a second satellite link from Guyana for international traffic.
GT&T owns capacity in four international fiber optic cables - the
Americas I cable, which runs from Brazil to Trinidad, the United States Virgin
Islands and the United States mainland, the Columbus II cable, which runs from
the Caribbean region to the Azores, the Antilles cable from Trinidad to
Tortola and the Americas II cable which runs from the United States through
the Caribbean region to South America. The Americas II cable which GT&T
participated in along with other international carriers to build, was
commission in October 2000. GT&T is in the process of transferring a portion
of its traffic from the existing satellite route to the new fiber optic cable
route provided by Americas II. This additional capacity will allow for the
development of call centers and other information technology projects in
Guyana.
GT&T utilizes Northern Telecom fixed Wireless Access technology to
provide services to about 3,600 of its subscribers. GT&T plans to continue to
use this technology in its expansion program in 2001. The normal land line
rates apply to GT&T's fixed wireless network services.
5
GT&T has installed over 400 public telephones in locations across the
country providing telecommunications for both local and international calls in
areas that had not previously enjoyed service. Currently, in addition to the
public telephones, GT&T maintains three public "telephone centers" at which
the public can, upon payment of the charges in cash to GT&T personnel who
staff these centers, use an ordinary residential-type telephone to make
international and domestic calls.
Other Services. GT&T is also licensed to provide various
telephone-related services that extend beyond basic telephone service,
including yellow pages and other directory services, and it has an exclusive
license to sell, lease or service various kinds of telecommunications
equipment. Under its license from the Government of Guyana (the "License"),
GT&T's rates for most of these services must be specified in a tariff approved
by the PUC. See "Business--Regulation."
Significant Revenue Sources. Revenues from the following carriers of
international traffic to Guyana constituted the following percentages of
GT&T's revenues in the past three years:
1998 1999 2000
---- ---- ----
AT&T..................................... 27% 24% 0%
WorldCom................................. 11% 18% 35%
British Telecom.......................... 9% 8% 10%
Teleglobe (Canada)....................... 18% 14% 5%
As is discussed under "GT&T- International Traffic", GT&T's operating
agreements with AT&T terminated on December 31, 1999, and its operating
agreement with WorldCom is currently scheduled to terminate on May 15, 2001.
A significant but decreasing portion of GT&T's international long
distance revenue discussed above is generated by certain of GT&T's audiotext
providers which operate as service bureaus or intermediaries for a number of
audiotext information providers. The following service bureaus accounted for
more than 10% of GT&T's total revenues in the years indicated below:
1998 1998 2000
---- ---- ----
Beylen Telecommunications, Ltd. 20% 14% 8%
Islands Telephone Company Limited 11% 6% 1%
No other revenue source accounted for more than 10% of GT&T's total
revenues in 1998, 1999 or 2000.
Competition. Pursuant to its franchise from the government of Guyana,
GT&T has the exclusive right to provide, and is the sole provider of, local,
domestic long-distance and international telephone service in Guyana, except
for cellular radio telephone service. One other company is currently providing
cellular service and two other companies have been licensed to provide such
service. The exclusivity provisions of GT&T's license have been under
political attack in Guyana. See "GT&T-Regulation-License".
GT&T has the exclusive franchise to provide telephone directories and
directory advertising and to supply a wide variety of telecommunications
equipment in Guyana. GT&T's revenues from directory advertising and the sale
of telecommunications equipment have not been significant to the Company.
The provision of telecommunication services to international audiotext
providers is highly competitive. GT&T competes with many telephone companies
around the world that provide telecommunications services to international
audiotext providers. GT&T's contracts with audiotext providers are all
6
terminable on short notice, and such providers can quickly shift their traffic
to another foreign telecommunications carrier which offers higher compensation
or better services merely by changing the telephone numbers in their
advertisements. . Regulation. GT&T is subject to regulation in Guyana under
the provisions of its License and under the Guyana Public Utilities Commission
Act of 1999 ("PUC law") and the Guyana Telecommunications Act 1990
("Telecommunications Law"). GT&T also has certain significant rights and
obligations under the agreement (the "GT&T Agreement") pursuant to which the
Company acquired its interest in GT&T in 1991.
License. The License, which was issued on December 19, 1990, grants GT&T
an exclusive franchise to provide in Guyana (i) for a period of 20 years
(renewable for an additional 20 years at the option of GT&T), public
telephone, radio telephone (except private radio telephone systems which do
not interconnect with GT&T's network) and pay station telephone services and
national and international voice and data transmission, sale of advertising in
any directories of telephone subscribers and switched or non-switched private
line service; and (ii) for a period of 10 years (renewable for an additional
10 years on a non-exclusive basis at the option of GT&T) supply of terminal
and customer premises equipment and telefax, telex and telegraph service and
telefax network service (without prejudice to the right of any other person to
undertake any of the following activities: (a) sale of telefax or teleprinter
machines, (b) maintenance of telefax or teleprinter equipment, or (c)
operation of any facility for the sending or receiving of telefax copies or
teleprinter messages). In addition, GT&T was granted a non-exclusive license
to provide, for a period of 20 years (renewable for an additional 20 years at
the option of GT&T), cellular radio telephone service. In his election
campaign last year, Mr. Bharrat Jagdeo, who was reelected President of Guyana
on March 19, 2001, criticized the exclusivity aspects of GT&T's license.
Moreover, the government of Guyana has commissioned a study of
telecommunications policy in Guyana by Inter American Development Bank, which,
the Company believes, is likely to recommend some significant curtailment of
the exclusivity aspects of GT&T's license. GT&T has advised the government
that it is willing to negotiate modifications in its license and that it would
expect to be adequately compensated for any curtailment of its present license
rights.
GT&T Agreement. Under the GT&T Agreement GT&T undertook to complete a
substantial Expansion Plan by a date which, after giving effect to certain
agreed upon extensions, was February 28, 1995, and GT&T was entitled to a
specified minimum return. Subject to certain limitations applicable to the
years 1991-1994, GT&T is entitled, pursuant to the GT&T Agreement, to a
minimum return of 15% per annum on its capital dedicated to public use ("rate
base"). Absent mutual agreement by the government of Guyana and the Company
(and there has been no such agreement) on a rate of return methodology, rates
are to be calculated on the basis of GT&T's entire property, plant and
equipment pursuant to a rate of return methodology consistent with the
practices and procedures of the United States Federal Communications
Commission. GT&T believes that its rate base at December 31, 2000 was
approximately $114.8 million, although the PUC in various orders or staff
reports has thrown out or challenged several million dollars of franchise
rights and working capital which are included in the foregoing figure. GT&T
believes that its 15% per annum minimum return is to be calculated after all
of GT&T's operating expenses (including income taxes) other than interest
expense. However, the PUC has disallowed as an expense for rate making
purposes management fees equal to 6% of GT&T's revenues which GT&T pays to the
Company pursuant to an agreement approved by representatives of the government
at the time of the Company's acquisition of its interest in GT&T.
Under the GT&T Agreement, upon non-renewal or termination of the License,
the government of Guyana will be entitled to purchase the Company's interest
in GT&T or the assets of GT&T upon such terms as may be agreed to by the
Company and the government or, absent such agreement, as may be determined by
arbitration before the International Center for the Settlement of Investment
Disputes.
PUC Law and Telecommunications Law. The PUC Law and the
Telecommunications Law provide the general framework for the regulation of
telecommunications services in Guyana. The Public Utilities Commission of
Guyana ("PUC") is an independent statutory body with the principal
responsibility for regulating telecommunications services in Guyana. The PUC
has authority to set rates and has broad powers to monitor GT&T's compliance
with the License and to require GT&T to supply it with such technical,
administrative and financial information as it may request. The PUC also has
broad authority to review and amend any GT&T program for development and
expansion of facilities or services.
7
Although, under the current PUC Law and predecessor statutes which have
been in effect since 1990, the PUC is obligated to honor the provisions of the
GT&T Agreement on rates, in the Company's opinion, the PUC has consistently
failed to do so. In May, 2000, a new chairman of the PUC was appointed. Since
then, the PUC has scheduled and held hearings on GT&T's application for an
increase in local rates filed in December 1997 and October 1998 and updated in
August 2000, its application for reduced cellular rates and initiation of a
"calling party pays" system for cellular charges filed in August 2000 and a
number of other issues affecting GT&T. While the PUC under its new chairman
has not yet issued any substantive orders affecting GT&T, the Company is
cautiously optimistic that it will receive favorable treatment of its pending
rate applications before the end of this year.
In addition to the two pending rate cases, GT&T has a number of other
significant matters pending before the PUC. See Note 11 to the Consolidated
Financial Statements included in this Report.
FCC Matters. The U.S. Federal Communications Commission ("FCC") has
issued a Report and Order in a rule making proceeding in which it adopted
mandatory international accounting and settlement rate benchmarks for many
countries. The FCC adopted a mandatory settlement rate benchmark of $.23 per
minute for low-income countries such as Guyana and required that settlement
rates between the U.S. and low-income countries be reduced to $.23 per minute
by January 1, 2002. The current settlement rate is $.85 per minute, and
revenues from this traffic provide a significant subsidy to GT&T's local
operations and network expansion. The Company is currently lobbying the FCC
and Congress to seek relief from the FCC's order.
Wireless World
Wireless World provides internet access services through the U.S. Virgin
Islands under the names viaccess.net and islandsvi.net. It currently has about
9,659 subscribers and is the largest provider of internet access services in
the U.S. Virgin Islands. It holds exclusive MMDS and non-exclusive LMDS
licensed for the U.S.V.I. and provides "wireless cable T.V." services to
approximately 1,400 subscribers (including hotel rooms and equivalent
subscribers on the island of St. Thomas.
Wireless World also provides paging services and SMR services in the U.S.
Virgin Islands and currently has 907 and 123 current subscribers,
respectively, to these services.
Utilizing Hybrid Networks technology, Wireless World is currently in the
process of converting its T.V. service from a 12 channel analog service to a
100 channel digital service and is offering a wireless high speed internet
access service ("WDSL").
Wireless World is also seeking to enter the telephone business in the
U.S. Virgin Islands as a competitive local exchange carrier to Innovative
Telephone Company ("Innovative", formerly named the Virgin Islands Telephone
Company, which until the reorganization of the Company in December 1997 was a
subsidiary of the Company). Wireless World intends to provide wireless service
using its MMDS frequencies and over wire lines using facilities leased from
Innovative and constructed by Wireless World.
Innovative claims that it is entitled to a rural telephone company
exemption from many of the provisions of the Federal Communications Act which
require incumbent local exchange carriers to provide interconnection services
for resale at "wholesale" rates and to provide unbundled network elements at
cost based rates. Wireless World has a petition pending before the Virgin
Islands Public Services Commission to remove Innovative rural exemption and to
arbitrate any provisions of an interconnection agreement on which Wireless
World and Innovative are unable to reach an agreement.
ATC
ATC, a wholly-owned subsidiary of the Company, is developing a call
center business in Guyana. ATC will provide telemarketing and customer support
services, via voice and data, including order taking services, billing inquiry
services, technical support services and the like, to client companies and
organizations which are expected to be located in and serving primarily the
U.S. market. Guyana has an English speaking population with a high literacy
8
rate, and a minimum hourly wage rate of U.S. $0.69. Act's trained agents will
work form client supplied data readily accessible to them on ATC's computer
network. To date, ATC has established one location for its operations in
Beterverwagting, Guyana, has installed a computer network sufficient for 35
agents to work simultaneously with the capability to expand to 500 agents and
has approximately 25 trained agents and supervisors and another 25 persons in
training. ATC expects to employ more than 200 agents by year end.
ATC will communicate with its clients and its client's customers in the
U.S. and elsewhere via GT&T's circuits in the recently opened Americas II
fiber optic under-sea cable and in Intelsat satellites. ATN has established a
point of presence in Miami Florida to facilitate this communication. To date,
ATN has invested approximately $1.3 million in ATC. The Government of Guyana
has granted ATC a five year tax exemption. Although ATC's operations are
currently in a startup phase ATC is providing telemarketing services, with
good results, to one trial customer the Company expects ATC to be a
significant contributor to the Company's consolidated revenues and earnings by
the end of this year.
ATN-Haiti
ATN-Haiti has 13 tower sites which enable it to provide coverage to all
major cities and a majority of the countryside in Haiti. ATN-Haiti currently
provides paging and dispatch radio services throughout these areas. ATN-Haiti
is building a microwave backbone linking these tower sites to enable it to
offer wireless data transmissions services as well. Transnet, S.A., which
operates as a branch of ATN-Haiti, currently provides dial-up internet access
services in Haiti through satellite links to the United States. Management is
currently evaluating the introduction of wireless broad-band internet access
service in Haiti.
LighTrade
At the present time, there are frequently circumstances in which
telecommunication carriers have a long-term or short-term excess or shortage
of "band width" (telecommunications transport capacity) between various
points. However, there is only a limited ability of carriers to trade
band-width with one another since it typically takes weeks or months to
establish a functioning interconnection between one carrier's network and
another's. This is in contrast to the electric power industry, where
substantially all significant producers and transporters of electric power are
interconnected through a nation-wide grid, and power is regularly traded among
carriers and transporters as a commodity. LighTrade's mission is to provide
facilities, which LighTrade has denominated "pooling points", to facilitate
real-time trading of band-width among telecommunications carriers.
LighTrade's business is in the developmental stage. It is establishing
market-participant neutral pooling points in major metropolitan areas in the
United States and abroad to enable local and long haul carriers and broad-band
service providers to switch band-width in minutes rather than months. These
pooling points will provide carriers and service providers with access to
multiple band-width vendors and customers through a single connection.
LighTrade will also provide QoS (Quality of Service) monitoring services for
the telecommunications capacity delivered through its pooling points.
LighTrade currently has pooling points ready for operation or in the process
of development in 11 U.S. cities.
In March 2001, the Company committed to invest $5 million in LighTrade
prior to June 30, 2001 for a significant minority interest in the Company. The
Company also has an option to make additional investments during the remainder
of this year which would increase its interest to a majority interest.
BDC
BDC operates under the name "Cellular One" and is the sole cellular and
PCS competitor in Bermuda to the Bermuda Telephone Company. BDC commenced
operations in July 1999. At December 31, 2000 it had about 4,800 subscribers,
representing about 23% of the cellular market in Bermuda. BDC began upgrading
its service from analog to TDMA digital service in January 2001, and about
half of its subscribers currently have TDMA service.
9
Taxation - United States
As a U.S. corporation, the Company is subject to U.S. federal income tax
on its worldwide net income, currently at rates up to 35%. GT&T is a
controlled foreign corporation ("CFC") for purposes of the Subpart F
provisions of the Internal Revenue Code of 1986, as amended (the "Code").
Under those provisions, the Company may be required to include in income
certain earnings and profits ("E&P") of a CFC subsidiary at the time such E&P
are earned by the subsidiary, or at certain other times prior to their being
distributed to the Company. At present, no material amount of such subsidiary
E&P is includible in the U.S. taxable income of the Company before being
distributed to it. Pursuant to the foreign tax credit provisions of the Code,
and subject to complex limitations contained in those provisions, the Company
would be entitled to credit foreign withholding taxes on dividends or interest
received, and foreign corporate income taxes of its subsidiaries paid with
respect to income distributed as dividends or deemed distributed under Subpart
F from such subsidiaries, against the Company's U.S. federal income tax.
A U.S. corporation is classified as a Personal Holding Company ("PHC") if
(a) more than 50% of its capital stock is owned directly or indirectly by or
for five or fewer individuals (or pension plans); and (b) at least 60% of its
adjusted ordinary gross income consists of certain types of income
(principally passive income, including interest and dividends) included in the
Code definition of "PHC Income." For any taxable year that a corporation is a
PHC, the "undistributed personal holding company income" of such corporation
for that year (i.e., the net income of the corporation as reflected on its
U.S. corporate income tax return, with certain adjustments, minus, in general,
federal income tax and dividends distributed or deemed distributed for this
purpose) would be subject to an additional PHC tax of 39.6%. The Company
currently satisfies the above ownership criterion but the Company believes
that it does not satisfy the income criterion for classification as a PHC.
Taxation-Guyana
GT&T's worldwide income is subject to Guyanese tax at an overall rate of
45%. The GT&T Agreement provides that the repatriation of dividends to the
Company and the payment of interest on GT&T debt denominated in foreign
currency are not subject to withholding taxes. It also provides that fees
payable by GT&T to the Company or any of its subsidiaries for management
services they are engaged to render shall be payable in foreign currency and
that their repatriation to the United States shall not be subject to currency
restrictions or withholding or other Guyana taxes. GT&T has a number of tax
issues pending before the Guyana revenue authorities or the Guyana courts. See
Note 11 to the Consolidated Financial Statements included in this Report.
Employees
As of December 31, 2000, GT&T employed approximately 680 persons of whom
approximately 510 are represented by the Guyana Postal and Telecommunications
Workers Union. GT&T's current contract with this union expires on September
30, 2002. The Company and its other subsidiaries employed a total of
approximately 95 persons at December 31, 2000. The Company considers its
employee relations to be satisfactory.
Item 2. Properties
At December 31, 2000, GT&T utilized approximately 254,000 square feet of
building space on approximately 41 acres of land in various locations
throughout Guyana, all of which is owned by GT&T. In addition, GT&T leases
approximately 3,000 square feet of office space in Georgetown, Guyana. For
additional information, see "Business--GT&T-Expansion." GT&T carries insurance
against damage to equipment and buildings, but not to outside plant.
10
Item 3. Legal Proceedings
GT&T is involved in various regulatory and court proceedings in Guyana
which are discussed in Item 1. "GT&T -- Regulation" and Note 11 to the
Consolidated Financial Statements included in this Report.
The Company is involved in various other litigation, the ultimate
disposition of which, in the opinion of the Company's management, will not
have a material adverse effect on the financial position or operations of the
Company.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the
fourth quarter of 2000.
11
Executive Officers of the Registrant
Set forth below are the executive officers of the Company as of the
date hereof:
Name Age Position
Cornelius B. Prior, Jr. 67 Chief Executive Officer, Chairman of the
Board and Secretary of the Company; Chairman
of the Board of GT&T
Christopher J. Kolm 45 Chief Operating Officer
Lewis A. Stern 66 Vice President - Finance and Chief
Financial Officer
Steven M. Ross 41 Treasurer and Chief Accounting Officer
Lawrence M. Fuccella 37 Vice President - Special Projects
Richard A. Hanscom 59 Vice President - Technology and Engineering
Sonita Jagan 35 General Manager - GT&T
Cornelius B. Prior, Jr. has been Chief Executive Officer and Chairman of
the Board of the Company since December 30, 1997. From June 30, 1987 to
December 1997 he was Co-Chief Executive Officer and President of the Company.
He was Chairman of the Board of Virgin Islands Telephone Corporation from June
1987 to March 1997 and became Chairman of the Board of GT&T in April 1997.
From 1980 until June 1987, Mr. Prior was a managing director and stockholder
of Kidder, Peabody & Co. Incorporated, where he directed the
Telecommunications Finance Group.
Christopher J. Kolm joined the company on March 19th, 2001 as Chief
Operating Officer. For the past ten years, Mr. Kolm has held several positions
including Vice President-International Business Development for SBC
Communications, Inc. in San Antonio, Texas, Director of Business Development
for Pacific Bell, San Francisco, and Senior Manager-Product Development with
MCI in Washington D.C. He has a Master of Business Administration degree in
International Business from George Washington University, in Washington D.C.
Lewis A. Stern joined the Company in March 2000 and was appointed as Vice
President - Finance and Chief Financial Officer on March 10, 2000. For more
than five years prior to his joining the Company Mr. Stern was a partner
through a professional corporation in the law firm of Fried Frank, Harris,
Shriver and Jacobson. Mr. Stern is a graduate of Yale College and the Yale Law
School.
Steven M. Ross joined the Company in August 1993 as assistant controller.
He was appointed Acting Chief Financial Officer, Chief Accounting Officer and
Controller in July 1999. Mr. Ross was appointed Treasurer on March 10, 2000.
Mr. Ross graduated from West Virginia University in 1981 receiving a B.S.B.A.,
majoring in accounting, and holds a Master of Professional Accountancy from
West Virginia University.
Lawrence M. Fuccella became a Vice President of the Company in 1998. Mr.
Fuccella joined GT&T as assistant finance controller in July 1992 after
receiving his MBA from Virginia Commonwealth University. He became finance
controller of GT&T in 1993. Since 1994 he has been Special Projects Director
with responsibility for managing the Company's audiotext operations and its
relationships with foreign telecommunications administrations.
Richard A. Hanscom, Sr. was appointed as Vice President - Technology and
Engineering of the Company in March 2000. He has 39 years of experience in the
telecommunications industry. He joined ITT in 1974, and was working at Vitelco
when the Company acquired it in 1987 and has held various management positions
with the company since that time. He has a degree in Electrical Engineering
from Rochester Institute of Technology.
Sonita Jagan was appointed General Manager of GT&T on February 24, 2000.
Ms. Jagan joined GT&T in March 1993 as Assistant Financial Controller, she was
promoted to Financial Controller in 1994 and was further promoted to General
Manager - Internal Affairs in June 1999. Ms. Jagan received a Bachelor of Arts
in Administration and Commerce from the University of Western Ontario, Canada.
12
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Company's Common Stock, $.01 par value, is listed on the American
Stock Exchange ("AMEX") under the symbol "ANK". The following table sets forth
quarterly market price ranges for the Company's Common Stock in 1999 and 2000:
1999 Quarters High Low
1st..................................... 11 11/16 8
2nd 10 5/8 8 1/4
3rd 10 3/4 9 5/16
4th 10 1/2 7 7/8
2000 Quarters High Low
1st..................................... 15 8 11/16
2nd 12 1/2 8 7/8
3rd 12 7/8 9 1/4
4th 11 9/16 9 3/4
The approximate number of holders of record of Common Stock as of March
23, 2001 was 66.
Dividends
The Company has paid quarterly dividends on its common stock since
January 1999. Dividends were paid at the rate of $0.15 per share per quarter
from January 1999 through January 2000 and at the rate of $0.175 per share per
quarter from April 2000 through January 2001. In March 2001 the Board of
directors increased the quarterly dividend to $0.20 per share commencing April
2001.
The declaration and payment of dividends on the Common Stock is at the
discretion of the Board of Directors of the Company. The continuation or
modification of the Company's current dividend policy will be dependent upon
future results of operations, financial condition, capital requirements,
contractual restrictions, regulatory actions, and profitability of the Company
and its subsidiaries and other factors deemed relevant at that time by the
Board of Directors.
13
Item 6. Selected Financial Data
SELECTED HISTORICAL FINANCIAL DATA
The following selected historical financial data have been derived from
and are qualified by reference to, the audited combined and consolidated
financial statements of the Company. The selected historical combined and
consolidated financial data should be read in conjunction with the audited
consolidated financial statements and related notes thereto of the Company for
the years ended December 31, 1998, 1999 and 2000. All dollar amounts are in
thousands, except per share data
Years Ended December 31,
-----------------------------------------------------------------
1996 1997 1998 1999 2000
------------ ----------- ----------- ---------- -----------
Combined Consolidated
------------------------ --------------------------------------
Statement of Operations Data:
Telephone operations
Revenues:
International long-distance revenues $145,080 $113,865 $84,028 $73,737 $62,370
Local exchange service revenues 2,463 2,933 9,444 8,692 11,724
Other revenues 710 817 1,172 1,602 2,480
---------- --------- --------- -------- ---------
Total revenue 148,253 117,615 94,644 84,031 76,574
Total operating expenses 121,469 99,473 63,095 60,165 47,670
---------- --------- --------- -------- ---------
Income from telephone operations 26,784 18,142 31,549 23,866 28,904
Loss from other operations - - (373) (599) (1,239)
Other income (expense), net (1,502) (1,117) 2,930 (28) 1,491
---------- --------- --------- -------- ---------
Income from operations before income taxes
and minority interest 25,282 17,025 34,106 23,239 29,156
Income taxes 10,824 7,718 15,913 11,898 14,403
---------- --------- --------- -------- ---------
Income from operations before minority
interest 14,458 9,307 18,193 11,341 14,753
Minority interest (2,096) (1,372) (2,281) (1,676) (2,428)
---------- --------- --------- -------- ---------
---------- --------- --------- -------- ---------
Income from operations $12,362 $7,935 $15,912 $9,665 $12,325
========== ========= ========= ======== =========
Basic net income per share $3.25 $2.05 $2.51
========= ======== =========
Diluted net income per share $3.23 $2.05 $2.51
========= ======== =========
Pro Forma Net Income Per Share $1.69
=========
14
Years Ended December 31,
-----------------------------------------------------------------
1996 1997 1998 1999 2000
------------------------ ----------- ---------- -----------
----------------------------------------------------
Combined Consolidated
------------ ----------------------------------------------------
Balance Sheet Data:
Fixed Assets, net $97,780 $36,042 $46,431 $56,165 $72,459
Total assets 194,493 108,049 126,260 131,162 137,970
Short-term debt (including current portion of
long-term debt) 11,047 3,298 3,403 3,410 1,687
Long-term debt, net 20,398 14,536 11,394 7,969 2,513
Stockholders' equity 110,626 54,244 68,874 74,777 83,469
Historical income per share amounts for 1997 and earlier years have not
been presented, as this information is not considered meaningful.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Forward Looking Statements and Analysts' Reports
This report contains forward looking statements within the meaning of the
federal securities laws, including statements concerning future rates,
revenues, costs, capital expenditures, and financing needs and availability
and statements of management's expectations and beliefs. Actual results could
differ materially from these statements as a result of many factors, including
future economic and political conditions in Guyana, the matters discussed in
the "GT&T- Regulation" section of this Report and in Note 11 to the
Consolidated Financial Statements included in this Report.
Investors should also be aware that while the Company does, from time to
time, communicate with securities analysts, it is against the Company's policy
to disclose to them any material non-public information or other confidential
information. Accordingly, shareholders should not assume that the Company
agrees with any statement or report issued by an analyst irrespective of the
content of the statement or report. Furthermore, the Company has a policy
against issuing or confirming financial forecasts or projections issued by
others. Thus, to the extent that reports issued by securities analysts contain
any projections, forecasts or opinions, such reports are not the
responsibility of the Company.
Introduction
The Company's revenues and income from operations are derived principally
from the operations of its telephone subsidiary, GT&T. GT&T derives almost all
of its revenues from international telephone services. In June 1998, the
Company acquired a 75% interest (increased to 80% in December 1999) in Digicom
S.A., (now named ATN (Haiti) S.A.), a Haitian corporation principally engaged
in dispatch radio, mobile telecommunications and paging. In July 1998, the
Company acquired a 30% interest, (increased to 45% in 2000), in Bermuda
Digital Communications, Ltd., a Bermuda corporation which operates under the
name "Cellular One" and is the sole cellular and PCS competitor in Bermuda to
the Bermuda Telephone Company. During 1999, the Company organized a wholly
owned subsidiary, Wireless World, LLC., and Wireless World, LLC. acquired VI
Access the largest internet service provider in the U.S. Virgin Islands.
Effective March 31, 2000, Wireless World acquired the assets and business of
Antilles Wireless Cable T.V. Company ("Antilles Wireless") for a consideration
of 242,424 shares of ATN common stock and $1.5 million in cash. Antilles
Wireless held LMDS and MMDS licenses for the U.S. Virgin Islands and provided
wireless cable T.V. services there. Effective June 20, 2000, Wireless World
acquired the "islands.vi" internet access business of Cobex International
Inc., an internet service provider in the U.S. Virgin Islands. The acquisition
added approximately 2500 subscribers to Wireless World's customer base.
Atlantic Tele-Center, Inc. ("ATC") a wholly owned subsidiary of the Company
organized in 2000, is currently developing a web enabled outsourcing call
center in Guyana to provide customer support to companies serving the U.S.and
other markets. The Company has signed advisory fee contracts with Bermuda
Digital Communications Ltd. and each of its operating subsidiaries
compensating it at 6% of gross revenues for management services provided. The
assets, liabilities, and operations of ATN (Haiti) S.A., Bermuda Digital
Communications, Ltd., Wireless World, LLC., Antilles Wireless Cable T.V.
Company and ATC, individually and in the aggregate, are not currently material
to the assets, liabilities, and operations of the Company on a consolidated
basis.
The principal components of operating expenses for the Company's
telephone operations are plant specific operations expenses, plant
non-specific operations expenses, customer operations expenses, corporate
operations expenses, international long-distance expenses, taxes other than
income taxes and general and administrative expenses. These categories are
consistent with FCC accounting practices. Plant specific operations expenses
relate to support and maintenance of telephone plant and equipment and include
vehicle expense, land and building expense, central office switching expense
and cable and wire expense. Plant non-specific operations expenses consist of
depreciation charges for telephone plant and equipment and expenses related to
telephone plant and network administration, engineering, power, materials and
supplies, provisioning and plant network testing. Customer operations expenses
15
relate to marketing, providing operator services for call completion and
directory assistance, and establishing and servicing customer accounts.
Corporate operations expenses include GT&T's expenses for executive management
and administration, corporate planning, accounting and finance, external
relations, personnel, labor relations, data processing, legal services,
procurement and general insurance. International long-distance expenses
consist principally of charges from international carriers for outbound
international calls from Guyana and payments to audiotext providers from whom
GT&T derives international audiotext traffic. Taxes other than income taxes
include gross receipts taxes, property taxes, and other miscellaneous taxes.
General and administrative expenses consist principally of parent company
overheads and amortization.
For accounting purposes, the December 1997 split up transaction of the
Company into two separate publicly held companies (the Company and the
Emerging Communications, Inc.) was treated as a non pro rata split off of a
business in which the split off entity is to be accounted for at fair value.
The Company was considered to be the split off entity since Emerging
Communications, Inc. had the greater market capitalization and greater asset
value immediately after the transaction, retained more of the pre-transaction
top management of the Company and had greater net income in 1997. Accordingly,
the balance sheet of the Company at December 31, 1997 was adjusted to fair
value as evidenced by the market capitalization of the Company immediately
after the consummation of the transaction. This adjustment included an
approximately $60 million reduction in the Company's consolidated net fixed
assets, and an approximately $45 million reduction in the Company's
consolidated stockholders' equity. The fair value adjustment reduced the
carrying value on the Company's consolidated financial statements of its fixed
assets significantly below their historical cost and replacement value.
Therefore, depreciation expense for periods after December 31, 1997 is not a
reliable indicator of the Company's cost of replenishing its assets.
The combined selected financial data included in this report have been
derived from combined financial statements relating to Atlantic Tele-Network,
Inc.'s business and operations in Guyana including its majority owned
subsidiary, GT&T, and ATN's activities as the parent company of all of its
subsidiaries during the years ended December 31, 1996 and 1997. These combined
financial statements do not reflect the fair valuation adjustment arising from
the split up transaction. Moreover, the combined statement of operations
includes interest income from indebtedness of subsidiaries which were
transferred with such indebtedness to Emerging Communications, Inc. in the
split up transaction and certain expenses for the period from May 1, 1997 to
December 31, 1997 which were reimbursed by Emerging Communications, Inc. as
part of the split up transaction.
On December 31, 1997 GT&T filed an application with the PUC for a
significant increase in rates for local and outbound international
long-distance service so as to enable GT&T to earn a 15% return on its rate
base. Effective February 1, 1998, GT&T was awarded an interim increase in
rates. Subsequently on March 27, 1998, the PUC reduced its interim rate
increase effective in part on April 1, 1998 and in part on May 1, 1998. The
reduced rates represented a substantial increase over the rates in effect
during 1997 and earlier years. On October 27, 1998 and August 31, 2000, to
reflect changed conditions since December 31, 1997, GT&T filed for additional
rate increases designed to generate $19.0 million and $8.5 million in
additional revenues over and above the interim rates currently in effect.
GT&T's applications for a permanent rate increase are still pending before the
PUC. No assurance can be given as to what permanent rates the PUC will award
GT&T or as to what changes the PUC may make in the current interim rates. The
Company is cautiously optimistic that it will receive favorable action on its
rate applications during the current year.
RESULTS OF OPERATIONS
Years Ended December 31, 1999 and 2000
Telephone operating revenues for the year ended December 31, 2000 were
$76.6 million as compared to $84.0 million for 1999. Net income for 2000 was
$12.3 million, or $2.51 per share, as compared to $9.7 million, or $2.05 per
share, for 1999.
Operating results for 1999 includes $710,000 of revenue recognized from
the settlement of a dispute with an international telecommunications carrier
resulting in a net gain of $293,000, or $.06 per share. After excluding this
one time item, the Company's core operating revenues and earnings for 1999
were $83.3 million and $9.4 million, respectively, or $1.99 per share.
16
Excluding the one-time item in 1999 discussed above, core revenues in
2000 decreased by $6.7 million or 8.1%. This decrease in revenues was
attributable primarily to the decline in audiotext traffic through 2000.
Audiotext traffic declined to 13.0 million minutes in 2000 as compared to 41.5
million minutes in 1999, a decline of 28.5 million minutes (69%). Offsetting
the decrease in audiotext traffic, regular inbound international minutes
increased from 59.5 million minutes in 1999 to 64.1 million minutes in 2000.
This increase in regular inbound traffic resulted in an increase of $8.3
million in revenue over 1999. The Company expects that audiotext traffic
volumes will continue to decline, although the Company is unable to predict
future audiotext revenues and traffic volumes with any degree of certainty.
Local exchange service revenues increased by $3.0 million or 35% during
2000 as a result of increased cellular revenue and increased lines in service
which rose to 71,738 at December 31, 2000 from 64,034 lines in service at
December 31, 1999, an increase of 7,704 lines or 12%.
International long-distance inbound revenues other than audiotext
increased to $45.5 million in 2000 from $37.2 million in 1999. Excluding the
$710,000 of revenue recognized from the settlement mentioned above, this
represents an increase of $9.0 million or 24% and is due to the increase in
inbound minutes of traffic mentioned above. Management believes that this
increase in inbound telephone traffic other than audiotext is indirectly the
result of the increase in temporary rates for outbound long-distance traffic
granted by the PUC in early 1998. Because a substantial portion of GT&T's
international traffic, other than audiotext, consists of personal calls
between Guyanese expatriates and their friends and families in Guyana,
management believes that an increase in rates for outbound calls results not
only in a decrease in the volume of outbound calls but an increase in the
volume of inbound calls.
As is noted elsewhere in this report (see "GT&T - Regulation"), the FCC
has adopted mandatory international settlement rate benchmarks for payments by
U.S. telecommunications carriers to telecommunications carriers in other
countries including Guyana, and GT&T's operating agreement with WorldCom is
scheduled to terminate effective May 15, 2001. Any significant reduction in
the volume of inbound traffic from the United States to Guyana or in the
settlement rate for this traffic could have a significant adverse impact on
GT&T's earnings. Any of these events would provide GT&T with a basis to seek
an increase in rates for local and outbound international service so as to
permit GT&T to earn its contractually provided 15% rate of return. However,
there can be no assurance as to when or whether GT&T would receive such a rate
increase.
International long-distance outbound revenues increased from
$12.7 million in 1999 to $14.5 million in 2000, an increase of $1.9 million or
15% as traffic increased from 16.1 million minutes to 19.0 million minutes
from 1999 to 2000. These increases in outbound traffic and the resultant
revenues are due primarily to the 12% increase in lines in service discussed
above.
Telephone operating expenses were $47.8 million for 2000 as compared to
$60.2 million for 1999. This represents a decrease of $12.5 million or 21% in
telephone operating expense. This decrease was due principally to a decrease
in audiotext traffic expense at GT&T of $13.5 million due to decreased traffic
volumes. Offsetting this decrease was an increase of $1.2 million in plant
nonspecific operations due to increased operating expenses. Core telephone
operating expenses were approximately 62% of core telephone operating revenues
in 2000 as compared to approximately 72% of core telephone operating revenues
in 1999 (excluding from core operating revenues in 1999 the effects of the
one-time item discussed above).
Other operations revenues and expenses represent the operations of ATN
(Haiti) S.A. and Wireless World, LLC. and were not material in 1999 and 2000.
The Company acquired a 75% interest in Digicom on June 2, 1998 and an
additional 5% in December of 1999. Wireless World, LLC. commenced operations
with the acquisition of VI Access on October 5, 1999. Effective March 31,
2000, Wireless World acquired the assets and business of Antilles Wireless
Cable T.V. Company ("Antilles Wireless"). Antilles Wireless held LMDS and MMDS
licenses for the U.S. Virgin Islands and provided wireless cable T.V. services
there. Effective June 20, 2000, Wireless World acquired the "islands.vi"
internet access business of Cobex International Inc., an internet service
provider in the U.S. Virgin Islands. ATC was engaged in pre-operating
activities and generated no revenues during the fourth quarter of 2000.
17
Although ATC's operations are currently in a start-up phase, the Company
expects ATC to be a significant contributor to consolidated revenues and
earnings by the end of the year.
If the Company exercises its options to acquire a majority interest in
LighTrade (see "Business-LighTrade") LighTrade may thereafter be a
consolidated subsidiary of the Company. LighTrade is currently in the
development state of its business, and its business plan does not project that
it will be profitable in the current year.
Income from operations before interest expense, income taxes and minority
interest for 2000 was $29.2 million as compared to $23.2 million for 1999.
This represents an increase of $5.9 million or 25% and is principally a result
of the factors affecting revenues and operating expenses discussed above.
The Company's effective tax rate for the year ended December 31, 2000 was
49.4% as compared to 51.2% for 1999. The minority interest in earnings
consists primarily of the Guyana government's 20% interest in GT&T.
Years Ended December 31, 1998 and 1999
Telephone operating revenues for the year ended December 31, 1999 were
$84.0 million as compared to $94.6 million for 1998. Net income for 1999 was
$9.7 million, or $2.05 per share, as compared to $15.9 million, or $3.25 per
share, for 1998.
Operating results for fourth quarter 1999 includes $710,000 of revenue
recognized from the settlement of a dispute with an international
telecommunications carrier resulting in a net gain of $293,000, or $.06 per
share.
Operating results for 1998 include a fourth-quarter net gain to ATN of
$1.0 million arising from the devaluation during 1998 of the Guyana dollar,
$4.5 million of revenues recognized in the third quarter as a result of a
settlement with a foreign telecommunications carrier of a claim for the
interruption of international long-distance dial service to Guyana during
1995, and approximately $3.8 million in other non-operating income in the
first quarter of 1998 as a result of the settlement of a claim arising from
the cancellation of an insurance policy. After excluding these unusual items,
the Company's core operating revenues and earnings for 1998 were $90.1 million
and $10.6 million, respectively, or $2.16 per share.
Excluding the one-time items in 1999 and 1998 discussed above, core
revenues in 1999 decreased by $6.8 million or 7.6%. This decrease in revenues
was attributable primarily to the continued decline in audiotext traffic
through 1999. In the four quarters of 1998, audiotext traffic averaged
approximately 5.3 million, 5.0million, 4.5 million, and 3.9 million minutes
per month, respectively. In the four quarters of 1999, audiotext traffic
averaged 3.9 million, 3.5 million, 2.7 million and 3.7 million minutes per
month, respectively. The decline in revenues in the second and third quarters
of 1999 was due in part to an increase in the "refiling" or mislabeling of
traffic from the United States and United Kingdom to Guyana. Offsetting the
decrease in audiotext traffic, regular inbound international minutes increased
from 49.8 million in 1998 to 59.5 million in 1999.
Local exchange service revenues decreased by $752,000 or 8% during 1999
as a result of the currency devaluation in the Guyana dollar in 1998. During
1998 the Guyana dollar declined from 142:1 US dollar to 180:1 US dollar and
local revenues for 1998 were accounted for on a weighted average of these
currency rates. For 1999 local revenues were calculated at the rate of 180:1.
This decrease in exchange rate which affected the local exchange service
revenues was partially offset by increased lines in service which rose to
64,000 at December 31, 1999 from 60,000 lines in service at December 31, 1998,
an increase of 4,000 lines or 7%.
International long-distance inbound revenues other than audiotext
increased to $37.2 million in 1999 from $31 million in 1998. Excluding the
$710,000 of revenue recognized from the settlement mentioned above, this
represents an increase of $5.5 million or 18% and correlates to an increase in
inbound minutes of traffic from 49.8 million in 1998 to 59.5 million in 1999,
an increase of 9.7 million minutes or 20%. Management believes that this
increase in inbound telephone traffic other than audiotext is indirectly the
result of the increase in temporary rates for outbound long-distance traffic
granted by the PUC in early 1998. Because a substantial portion of GT&T's
international traffic, other than audiotext, consists of personal calls
18
between Guyanese expatriates and their friends and families in Guyana,
management believes that an increase in rates for outbound calls results not
only in a decrease in the volume of outbound calls but an increase in the
volume of inbound calls.
International long-distance outbound revenues decreased from
$15.1 million in 1998 to $12.7 million in 1999, a decrease of $2.4 million or
16%. This decrease in international long-distance outbound revenues is
primarily related to the decrease in the Guyanese dollar exchange rate from
142:1 US dollar to 180:1 US dollar discussed above, as the volume of outbound
international long-distance traffic declined only slightly from 16.4 million
minutes during 1998 to 16.1 million for 1999, a decline of approximately 2%.
Telephone operating expenses were $60.2 million for 1999 as compared to
$63.1 million for 1998. After eliminating the 1998 gain of $3 million from the
devaluation of the Guyana dollar (which reduced operating expenses) core
telephone operating expenses were $66.1 million in 1998. This represents a
decrease of $5.9 million or 9% in core telephone operating expense. This
decrease was due principally to a decrease in audiotext traffic expense at
GT&T of $5.4 million due to decreased traffic volumes. Core telephone
operating expenses were approximately 72% of core telephone operating revenues
in 1999 as compared to approximately 73% of core telephone operating revenues
in 1998 (excluding from core operating revenues in each year and from core
operating expenses in 1998 the effects of the one-time items discussed above).
Other operations revenues and expenses represent the operations of
Digicom S.A. and Wireless World, LLC. and were not material in the years 1998
and 1999. The Company acquired a 75% interest in Digicom on June 2, 1998 and
an additional 5% in December of 1999. Wireless World, LLC. commenced
operations with the acquisition of VI Access on October 5, 1999.
Income from operations before interest expense, income taxes and minority
interest for 1999 was $23.2 million as compared to $31.1 million for 1998.
This represents a decrease of $7.9 million or 25% and is principally a result
of the factors affecting revenues and operating expenses discussed above.
The Company's effective tax rate for the year ended December 31, 1999 was
51.2% as compared to 46.7% for 1998. The minority interest in earnings
consists primarily of the Guyana government's 20% interest in GT&T.
Regulatory and Tax Issues
The Company is involved in a number of regulatory and tax proceedings.
See Note 11 to the Company's Consolidated Financial Statements included in
this Report. A material and adverse outcome in one or more of these
proceedings could have a material adverse impact on the Company's financial
condition and future operations.
Liquidity and Capital Resources
The Company believes its existing liquidity and capital resources are
adequate to meet current operating and capital needs, although the Company is
currently seeking external financing for a portion of the Wireless World's
current expansion activities. The Company's primary source of funds at the
parent company level are advisory fees and dividends from GT&T. The tax and
regulatory issues discussed in Note 11 to the Consolidated Financial
Statements included in this Report could have a material adverse impact on the
Company's liquidity. GT&T is not subject to any contractual restrictions on
the payment of dividends.
If and when the Company settles outstanding tax and regulatory issues
with the Guyana government and the PUC, GT&T may require additional external
financing to enable GT&T to further expand its telecommunications facilities.
The Company has not estimated the cost to comply with the October 1997 PUC
order to increase the number of telephone lines in service, but believes such
a project may require significant capital expenditures that would require
external financing. There can be no assurance that the Company will be able to
obtain any such financing.
19
The continued expansion of GT&T's network is dependent upon the ability
of GT&T to purchase equipment with U.S. dollars. A portion of GT&T's taxes in
Guyana may be payable in U.S. dollars or other hard currencies. The Company
believes that the majority of GT&T's revenues will continue to be denominated
in U.S. dollars or other hard currencies. However, as a result of the rate
increases recently awarded to and currently sought by GT&T and the efforts of
the U.S. FCC and carriers in various countries to reduce international
accounting rates, it is likely that an increasing portion of the Company's
revenues will be earned in Guyana currency. While there are no legal
restrictions on the conversion of Guyana currency into U.S. dollars or other
hard currencies, or on the expatriation of Guyana currency or foreign currency
from Guyana, there is little liquidity in the foreign currency markets in
Guyana. While the Company believes that it has, and will continue to have,
adequate cash flows denominated in hard currency to meet its current
operating, debt service and capital requirements, there can be no assurance
that GT&T will be able to convert its Guyana currency earnings into hard
currency to meet such obligations. At December 31, 2000, approximately
$4.9 million of the Company's total cash balances consisted of balances
denominated in Guyana dollars.
From time to time the Company explores opportunities to acquire
communications properties or licenses in the Caribbean and elsewhere. Such
acquisitions may require external financing. There can be no assurance as to
whether, when or on what terms the Company will be able to acquire any such
businesses or licenses.
Inflation
The Company does not believe that inflation has had a significant impact
on its consolidated operations in any of the years 1996 through 2000.
Item 7a. Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to minimal market risks. Although the majority of
GT&T's revenues and expenditures are transacted in U.S. dollars or other hard
currencies, the results of operations nevertheless may be affected by changes
in the value of the Guyana dollar. From February 1991 until early 1994, the
Guyana dollar remained relatively stable at the rate of approximately $125 to
the U.S. dollar. In 1994 the Guyana dollar declined in value to approximately
$142 to the U.S. dollar. It remained relatively stable at approximately that
rate through 1997. From December 31, 1997, through December 31, 1998 the
Guyana dollar further declined in value to approximately $180 to the U.S.
dollar. Through December 31, 2000, the value of the Guyana dollar has remained
stable at approximately $180 to the U.S. dollar. The effect of the devaluation
of the Guyana dollar on the Company's consolidated financial results has not
been significant in the periods presented, except that, as is previously
discussed in the comparison of 1999 and 1998 operating results, the Company
recognized a net gain of $1.0 million in 1998 as a result of the devaluation
of the Guyana dollar during 1998.
A substantial majority of the Company's consolidated cash balances are
kept in U.S. dollar denominated short term investments, and GT&T generally
endeavors to maintain a balance between its Guyana dollar cash deposits and
local receivables which are denominated in Guyana dollars on the one hand, and
its local tax and other payables which are also denominated in the Guyana
dollar, on the other hand.
Under generally accepted international accounting principles, which, in
the Company's view, are statutorily applicable to the rate making process in
Guyana, GT&T's functional currency is the U.S. dollar because the majority of
GT&T's revenues and expenditures are transacted in U.S. dollars. Accordingly,
in the Company's view, GT&T is entitled to its agreed upon minimum 15% return
on rate base computed in U.S. dollars on a U.S. dollar historical cost rate
base. Accordingly, devaluations of the Guyana dollar should have no long term
impact on the value of GT&T's earnings in U.S. dollars. The Guyana Public
Utility Commission has not approved or disapproved this position of the
Company.
20
Item 8. Financial Statements and Supplementary Data
Consolidated financial statements of the Company and its subsidiaries are
submitted as a separate section of this Annual Report. See Index to
Consolidated Financial Statements and Schedule which appears on page F-1
hereof.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
21
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required by this item will be included in the Company's
definitive proxy statement for its 2001 Annual Meeting of Stockholders (the
"Proxy Statement"), or by an amendment to this report to be filed on or before
April 30, 2001, and such information is incorporated herein by reference,
except that the information regarding the Company's executive officers called
for by this item is included in Part I under the heading "Executive Officers
of the Registrant."
Item 11. Executive Compensation
The information required by this item will be included in the Proxy
Statement, and such information is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The information required by this item will be included in the Proxy
Statement, and such information is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
The information required by this item will be included in the Proxy
Statement, and such information is incorporated herein by reference.
22
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Financial Statements
Combined and consolidated financial statements of the Company and its
subsidiaries are submitted as a separate section of this Annual Report.
See Index to Financial Statements and Schedules which appears on page
F-1 hereof.
2. Financial Statement Schedules
Financial statement schedules for the Company and its subsidiaries are
submitted as a separate section of this Annual Report. See Index to
Financial Statements and Schedules which appears on page F-1 hereof.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of 2000.
(c) Exhibits
Exhibit No. Description
3. (a) Restated Certificate of Incorporation of the Company. 1
(b) By-Laws of the Company. 1
Exhibit No. Description
(a) 1998 Stock Option Plan 2
(b) Amendments adopted March 10, 2000 to 1998 Stock Option Plan 2
(c) Directors' Remuneration Plan 2
21. Subsidiaries of the Company.
_______________
1._______Filed as an exhibit on Form 8-K dated February 16, 1996 and
incorporated herein by reference.
2. Filed as an exhibit to the Company's Annual Report on Form 10K
for 1999 and incorporated herein by reference.
23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ATLANTIC TELE-NETWORK, INC.
March 29, 2001
By:/s/ Cornelius B. Prior, Jr.
Cornelius B. Prior, Jr.
Chief Executive Officer, Chairman of the
Board and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Cornelius B. Prior, Jr. Chief Executive Officer, March 29, 2001
Chairman of the Board and Secretary
/s/ Lewis A. Stern Vice President - Finance March 29, 2001
and Chief Financial
/s/ Steven M. Ross Treasurer and Chief March 29, 2001
Accounting Officer
/s/ James B. Ellis Director March 29, 2001
/s/ Ernst Burri Director March 29, 2001
/s/ Henry Wheatley Director March 29, 2001
24
Atlantic Tele-Network,Inc. and Subsidiaries
Consolidated Financial Statements
AND FINANCIAL STATEMENT SCHEDULE
December 31, 1998, 1999, and 2000
INDEX
Report of Independent Public Accountants................................F-2
Financial Statements
Consolidated Balance Sheets--December 31, 1999 and 2000.................F-3
Consolidated Statements of Operations for the Years Ended
December 31, 1998, 1999, and 2000.......................................F-4
Consolidated Statements of Stockholders' Equity for the
Years Ended December 31, 1998, 1999, and 2000...........................F-5
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1998, 1999, and 2000.......................................F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..............................f-7
FINANCIAL STATEMENT SCHEDULE
Schedule II--Valuation and Qualifying Accounts for the
Years Ended December 31, 1998, 1999, and 2000...........................F-22
Report of Independent Public Accountants as to Schedule.................F-23
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Atlantic Tele-Network, Inc.:
We have audited the accompanying consolidated balance sheets of ATLANTIC
TELE-NETWORK, INC. (a Delaware corporation) AND SUBSIDIARIES as of
December 31, 1999 and 2000 and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the three years
in the period ended December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Atlantic
Tele-Network, Inc. and subsidiaries as of December 31, 1999 and 2000 and the
results of their operations and their cash flows for each of the three years
in the period ended December 31, 2000 in conformity with accounting principles
generally accepted in the United States.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
March 2, 2001
F-2
Atlantic Tele-Network, Inc. and Subsidiaries
Consolidated Balance sheets
December 31, 1999 and 2000
(In Thousands, Except Share Data)
1999 2000
---- ----
Assets
Current Assets:
Cash and cash equivalents $ 31,463 $ 24,495
Accounts receivable, net 20,512 21,099
Materials and supplies 4,853 4,944
Prepayments and other current assets 4,285 2,507
----- -----
Total current assets 61,113 53,045
Fixed assets:
Property, plant, and equipment (Note 5) 66,453 90,546
Less accumulated depreciation (10,288) (18,087)
------- -------
Net fixed assets 56,165 72,459
Uncollected surcharges, net of current portion 1,428 997
Investment in and advances to bermuda digital
communications, Ltd. 4,710 6,616
Other assets 7,746 4,853
----- -----
Total assets $131,162 $137,970
======== ========
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $ 3,410 $ 1,687
Accounts payable and accrued liabilities 7,905 12,255
Accrued taxes 7,823 5,427
Advance payments and deposits 1,353 1,433
Other current liabilities 4,651 4,681
----- -----
Total current liabilities 25,142 25,483
Deferred income taxes 2,903 5,303
Long-term debt, excluding current portion 7,969 2,513
Total liabilities 36,014 33,299
------ ------
Minority interests 20,371 21,202
COMMITMENTS AND CONTINGENCIES (Note 11)
Stockholders' equity:
Preferred stock, $.01 par value per share; 10,000,000
shares authorized, none 0 0
Common stock, $.01 par value per share; 20,000,000
shares authorized; 4,909,000 49 52
Treasury stock, at cost (1,418) (1,621)
Additional paid-in capital 54,263 55,867
Retained earnings 22,040 29,372
Accumulated foreign currency translation loss (157) (201)
---- ----
Total stockholders' equity 74,777 83,469
------ ------
Total liabilities and stockholders' equity $131,162 $137,970
======== ========
The accompanying notes are an integral part of these consolidated balance
sheets.
F-3
Atlantic Tele-Network, Inc. and Subsidiaries
Consolidated statements of operations
for the years ended December 31, 1998, 1999, and 2000
(In Thousands, Except Share Data)
1998 1999 2000
---- ---- ----
Telephone operations:
Operating revenues:
International long-distance revenues $84,028 $73,737 $62,370
Local exchange service revenues 9,444 8,692 11,724
Other revenues 1,172 1,602 2,480
----- ----- -----
Total operating revenues 94,644 84,031 76,574
Operating expenses:
International long-distance expenses 38,689 33,319 20,358
Plant-specific operations 6,450 5,099 5,425
Plant-nonspecific operations 6,377 7,211 8,444
Customer operations 2,799 2,705 3,156
Corporate operations 2,753 4,857 4,969
General and administrative expenses 5,086 6,138 4,482
Taxes other than income taxes 941 836 836
--- --- ---
Total operating expenses 63,095 60,165 47,670
------ ------ ------
Income from telephone operations 31,549 23,866 28,904
Other operations:
Revenues of other operations 1,011 1,741 3,826
Expenses of other operations 1,384 2,340 5,065
----- ----- -----
Loss from other operations (373) (599) (1,239)
Other income (expense):
Interest expense (2,290) (1,875) (1,480)
Interest income 1,643 2,321 2,297
Other income (expense), net 3,577 (474) 674
Other income (expense), net 2,930 (28) 1,491
----- --- -----
Income before income taxes and minority interests 34,106 23,239 29,156
Income taxes 15,913 11,898 14,403
Income before minority interests 18,193 11,341 14,753
Minority interests (2,281) (1,676) (2,428)
------ ------ ------
Net income $15,912 $ 9,665 $12,325
======= ======== =======
Net income per share:
Basic $3.25 $2.05 $2.51
----- ----- -----
Diluted $3.23 $2.05 $2.51
----- ----- -----
Weighted average common sHARES outstanding:
Basic 4,901 4,705 4,912
----- ----- -----
Diluted 4,923 4,715 4,913
----- ----- -----
The accompanying notes are an integral part of these consolidated
financial statements.
F-4
Atlantic Tele-Network, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
for the years ended December 31, 1998, 1999, and 2000
(In Thousands, Except Share Data)
Accumulated
Treasury Additional -----------------
----------- ------------ Retained Other Total
Common Stock, at Paid-In ----------- Comprehensive Stockholders'
Stock cost Capital Earnings Loss Equity
--------------------------------------------------------------------------
Balance, December 31, 1997 $49 $ 0 $54,195 $ 0 $ 0 $54,244
Purchase of 61,600 shares 0 (555) 0 0 0 (555)
Dividends on common stock 0 0 0 (727) 0 (727)
Net income 0 0 0 15,912 0 15,912
- - - ------ - ------
Balance, December 31, 1998 49 (555) 54,195 15,185 0 68,874
-- ---- ------ ------ - ------
Purchase of 190,700 shares 0 (1,795) 0 0 0 (1,795)
Reissuance of 100,000 0 932 68 0 0 1,000
Dividends on common stock 0 0 0 (2,810) 0 (2,810)
Net income 0 0 0 9,665 0 9,665
Other comprehensive loss 0 0 0 0 (157) (157)
- - - - ---- ----
Balnance, December 31, 1999 49 (1,418) 54,263 22,040 (157) 74,777
-- ------ ------ ------ ---- ------
Purchase of 57,000 shares 0 (529) 0 0 0 (529)
Issuance of 242,424 shares 3 0 1,388 0 0 1,391
Reissuance of 40,000 shares 0 367 25 0 0 392
Award of 17,713 shares of 0 0 150 0 0 150
Reissuance of 4,403 shares 0 (41) 41 0 0 0
Cash paid in Acquisition of 0 0 0 (1,500) 0 (1,500)
Cash dividends on common 0 0 0 (3,493) 0 (3,493)
Net income 0 0 0 12,325 0 12,325
Other comprehensive loss 0 0 0 0 (44) (44)
- - - - --- ---
Balance, December 31, 2000 $52 $(1,621) $55,867 $29,372 $(201) $83,469
--- ------- ------- ------- ----- -------
The accompanying notes are an integral part of these consolidated
financial statements.
F-5
F-21
Atlantic Tele-Network, Inc. and Subsidiaries
Consolidated statements of cash flows
for the years ended December 31, 1998, 1999, and 2000
(In Thousands)
1998 1999 2000
---- ---- ----
Cash flows from operating activities:
Net income $15,912 $ 9,665 $12,325
Adjustments to reconcile net income to net cash flows provided by
Depreciation and amortization 4,307 5,731 8,113
Deferred income taxes (2,897) 1,939 2,400
Minority interests 2,281 1,676 2,428
Equity in losses (earnings) of Bermuda Digital Communications, Ltd. 209 454 (345)
Changes in operating assets and liabilities:
Accounts receivable, net 11,556 3,936 (587)
Materials and supplies, prepayments, and other current assets (1,293) (2,750) 1,447
Uncollected surcharges 6,327 3,646 303
Accounts payable and accrued liabilities 1,352 (3,187) 4,350
Accrued taxes 5,210 62 (2,396)
Other (2,279) 1,412 (225)
------ ----- ----
Net cash flows provided by operating activities 40,685 22,584 27,813
Cash flows from investing activities:
Capital expenditures (9,994) (14,521) (18,298)
Acquisitions, net of cash received (1,842) (875) (1,025)
Investment in and advances to Bermuda Digital Communications, Ltd. (4,153) (750) (1,160)
Distribution to minority shareholders 0 0 (1,597)
Other investments (750) (2,068) 0
---- ------ -
Net cash flows used in investing activities (16,739) (18,214) (22,080)
cash flows from financing activities:
Repayment of long-term debt (3,351) (3,418) (7,179)
Purchase of common stock (555) (1,795) (529)
Distribution to stockholder 0 0 (1,500)
Dividends declared on common stock (727) (2,810) (3,493)
Net cash flows used in financing activities (4,633) (8,023) (12,701)
------ ------ -------
Net change in cash and cash equivalents 19,313 (3,653) (6,968)
Cash and cash equivalents, beginning of year 15,803 35,116 31,463
------ ------ ------
Cash and cash equivalents, end of year $35,116 $31,463 $24,495
======= ======= =======
Supplemental cash flow information:
Interest paid $ 1,747 $ 1,860 $ 1,440
-------- -------- --------
Income taxes paid $ 7,784 $11,836 $16,799
-------- ------- -------
Noncash activities:
Issuance of common stock--Antilles Wireless acquisition $ 0 $ 0 $ 1,391
-------- -------- --------
Issuance of common stock--VI Access, Inc. acquisition $ 0 $ 1,000 $ 0
-------- -------- --------
Issuance of common stock--Cobex International Inc. $ 0 $ 0 $ 392
-------- -------- --------
The accompanying notes are an integral part of these consolidated
financial statements.
F-6
Atlantic Tele-Network, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1998, 1999, and 2000
1. ORGANIZATION AND BUSINESS OPERATIONS
Atlantic Tele-Network, Inc. (the "Company" or "ATN"), a Delaware
corporation, is engaged principally through its 80%-owned subsidiary, Guyana
Telephone & Telegraph Company, Limited ("GT&T"), in providing
telecommunications services, including local telephone service, long-distance
services, and cellular service in the Cooperative Republic of Guyana
("Guyana") and international telecommunications service to and from Guyana.
The Company also owns the entire equity interest in Wireless World, LLC
("Wireless World"), which holds Multichannel Multipoint Distribution Service
("MMDS") and Local Multipoint Distribution Service ("LMDS") licenses for the
U.S. Virgin Islands and is engaged in the U.S. Virgin Islands in the Internet
service provider, specialized mobile radio and paging businesses and the
wireless cable television business. The Company owns an 80% interest in ATN
(Haiti) S.A. ("ATN (Haiti)"), a Haitian corporation (formerly named
Digicom S.A.) principally engaged in dispatch radio, mobile
telecommunications, and paging in Haiti. Atlantic Tele-Center, Inc., a wholly
owned subsidiary of ATN, is currently developing a Web-enabled outsourcing
call center in Guyana to provide customer support to companies serving the
U.S. and other markets. The Company owns a 46% interest in Bermuda Digital
Communications, Ltd. ("BDC"), a Bermuda corporation which operates under the
name "Cellular One" and is the sole cellular and PCS competitor in Bermuda to
the Bermuda Telephone Company. ATN provides management, technical, financial,
regulatory, and marketing services to its subsidiaries and affiliates for a
management fee equal to 6% of their revenues.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated balance sheets as of December 31, 1999 and
2000 and the results of operations and cash flows for the three years in the
period ended December 31, 2000 include the accounts of the Company and its
majority-owned subsidiaries, GT&T and ATN (Haiti), and its wholly owned
subsidiaries, Wireless World and Atlantic Tele-Center, Inc. The Company's
investment in BDC in which the Company has a 46% interest and does not have
management control is accounted for using the equity method of accounting. All
material intercompany transactions and balances have been eliminated in
consolidation.
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 revenues and expenses
during the reporting periods. Actual results could differ significantly from
those estimates.
Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all
investments with an original maturity of three months or less to be cash
equivalents. As of December 31, 1999 and 2000, $6.2 million and $4.9 million,
respectively, of the Company's cash was denominated in the Guyanese dollar.
There are no significant restrictions on the Company's use of this cash or its
ability to convert this cash to U.S. dollars.
F-7
Materials and Supplies
Materials and supplies primarily include customer premise equipment,
cable and poles at GT&T and are carried in inventory principally at weighted
average cost.
Fixed Assets
The Company's fixed assets are recorded at cost. Repairs and replacements
of minor items of property are charged to maintenance expense as incurred. The
cost of fixed assets in service and under construction includes an allocation
of indirect costs applicable to construction.
The Company provides for depreciation using the straight-line method.
This has resulted in a composite annualized rate of 9.2%, 9.5%, and 9.1% for
GT&T during the years ended December 31, 1998, 1999, and 2000, respectively.
With respect to GT&T, the cost of depreciable property retired, together with
removal cost less any salvage realized, is charged to accumulated
depreciation. No gain or loss is recognized at GT&T in connection with
ordinary retirements of depreciable property. At January 1, 1998, GT&T adopted
new and generally shorter lives in connection with a tariff application filed
on December 31, 1997 with the Guyana Public Utilities Commission ("PUC"). The
lives adopted have neither been approved nor disapproved by the PUC as of the
date of this report.
Intangible Assets
Intangible assets include the excess of the purchase price of
acquisitions over the fair value of identifiable net assets acquired as well
as various other acquired intangibles. Intangible assets are amortized over
the following estimated useful lives:
Years
Goodwill 12 to 15
FCC licenses 10
Customer lists 5
Noncompete agreements 6
- ------------------------------------------------------------------------------
Long-Lived Assets
In accordance with Statement of Financial Accounting Standards ("SFAS")
No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of," the Company evaluates the carrying value
of fixed assets and intangible assets in relation to the operating performance
and future undiscounted cash flows of the underlying business. The Company
adjusts the net book value of the underlying assets if the sum of the expected
future cash flows is less than book value. Management believes that long-lived
assets in the accompanying consolidated balance sheets are appropriately
valued.
Minority Interests
Minority interests in the accompanying consolidated statements of
operations represents the minority shareholders' share of the income or loss
of consolidated subsidiaries, including GT&T and ATN (Haiti). The minority
interests in the accompanying consolidated balance sheets reflects the
original investments by these minority shareholders in these consolidated
subsidiaries, along with their proportional share of the earnings or losses of
these subsidiaries and net of any distribution from the consolidated
subsidiaries.
Revenue Recognition
Local exchange service and international long-distance revenues are
recognized when earned, regardless of the period in which they are billed. In
determining revenue, the Company estimates the country of origin of traffic it
receives from foreign carriers to determine the appropriate rate to apply to
minutes of long-distance traffic carried by the Company. Additionally, the
Company establishes reserves for possible unreported or uncollectible minutes
F-8
from foreign carriers and doubtful accounts from customers. The amounts the
Company will ultimately realize upon settlement could differ in the near term
from the amounts assumed in estimating these revenues and the related accounts
receivable.
Income Taxes
The Company utilizes the liability method of accounting for income taxes.
Under the liability method, deferred taxes are determined based on the
difference between the financial and tax bases of assets and liabilities using
enacted tax rates in effect in the years in which the differences are expected
to reverse.
Credit Concentrations and Significant Customers
Revenues from AT&T, WorldCom, Teleglobe, and British Telecom, consisting
of international long-distance revenues, comprised 27%, 11%, 18%, and 9%,
respectively, of total revenues for the year ended December 31, 1998; 24%,
18%, 14%, and 8%, respectively, of total revenues for the year ended
December 31, 1999; and 0%, 35%, 5%, and 10%, respectively, of total revenues
for the year ended December 31, 2000. No other customer accounted for more
than 10% of total revenues. The majority of the accounts receivable from
connecting companies are due from these companies. See Note 11 for a
discussion of the Company's relationship with AT&T and WorldCom.
A significant portion of the Company's international long-distance
revenue discussed above is generated by certain of GT&T's audiotext providers,
which operate as service bureaus or intermediaries for a number of audiotext
information providers. Revenues from two service bureaus, Beylen
Telecommunications, Ltd. and Islands Telephone Company Limited, comprised 20%
and 11%, respectively, of total revenues for the year ended December 31, 1998;
14% and 6%, respectively, of total revenues for the year ended December 31,
1999; and 8% and 1%, respectively, of total revenues for the year ended
December 31, 2000. No other service bureau or intermediary accounted for more
that 10% of total revenues.
Sources of Supplies
GT&T voluntarily uses a single vendor for transmission equipment used in
its network. However, if this vendor were unable to meet the Company's needs,
management believes that other sources for this equipment exist that would be
on commensurate terms, and that operating results would not be adversely
affected.
Foreign Currency Gains and Losses
With regard to GT&T operations, for which the U.S. dollar is the
functional currency, foreign currency transaction gains and losses are
included in determining net income for the period in which the transaction is
settled. At each balance sheet date, balances denominated in foreign currency
are adjusted to reflect the current exchange rate. For the years ended
December 31, 1999 and 2000, foreign currency (losses) gains related primarily
to settlements with foreign carriers and amounted to $(30,000) and $37,000,
respectively. For the year ended December 31, 1998, foreign currency gains and
losses arose primarily from the devaluation of the Guyanese dollar during 1998
and amounted to a net gain of $1 million. All of the foregoing gains and
losses are included in the accompanying consolidated statements of operations
as part of international long-distance revenues.
Unrealized foreign currency translation losses related to ATN (Haiti) are
reflected as a separate component of stockholders' equity in the accompanying
consolidated balance sheets.
Regulatory Accounting
GT&T accounts for costs in accordance with the accounting principles for
regulated enterprises prescribed by SFAS No. 71, "Accounting for the Effects
of Certain Types of Regulation." This accounting recognizes the economic
effects of rate regulation by recording cost and a return on investment, as
such amounts are recovered through rates authorized by regulatory authorities.
Accordingly, under SFAS No. 71, fixed assets are depreciated over lives
approved by regulators, and certain costs and obligations are deferred based
on approvals received from regulators to permit recovery of such amounts in
future years. GT&T's audiotext revenues are not subject to regulation but are
F-9
taken into account by the regulator in setting regulated rates which permit
the recovery of GT&T's costs and a return on investment. These unregulated
revenues and any costs which pertain solely to these unregulated revenues are
not accounted for under SFAS No. 71 principles.
Reclassifications
Reclassifications have been made to the 1999 consolidated financial
statements to conform to the current year presentation.
Business Segment Information
The Company and its subsidiaries operate primarily in four reportable
segments. The four segments are the telephone operations segment which relates
to GT&T, the Internet segment which relates to Wireless World, the radio and
paging segment which primarily relates to ATN (Haiti) and Wireless World, and
the call center segment which relates to Atlantic Tele-Center, Inc. All of the
revenues for GT&T were generated in Guyana and are shown in the accompanying
consolidated statements of operations as total operating revenues. For 1998,
1999, and 2000, the Internet segment, the radio and paging segment, and the
call center segment are not material for separate disclosure under SFAS
No. 131, "Disclosure About Segments of an Enterprise and Related Information,"
and are reported as other operations in the accompanying consolidated
statements of operations.
Fair Value of Financial Instruments
The Company's financial instruments include cash and cash equivalents,
debt, and other short-term assets and liabilities. The fair value of long-term
debt is established using a discounted cash flow analysis. As of December 31,
1999 and 2000, the estimated fair values of all of the Company's financial
instruments approximate their carrying values.
Net Income Per Share
Net income per share is computed in accordance with SFAS No. 128,
"Earnings Per Share." Basic net income per share is computed by dividing net
income available to common shareholders by the weighted average number of
common shares outstanding during the period and does not include any other
potentially dilutive securities. Diluted net income per share gives effect to
all potentially dilutive securities. The Company's stock options are its only
potentially dilutive securities. For the years ended December 31, 1998, 1999,
and 2000, some of the potentially dilutive securities were dilutive and,
therefore, are included in diluted net income per share. A reconciliation of
basic net income per share to diluted net income per share for the years ended
December 31, 1998, 1999, and 2000 is as follows (in thousands, except share
data):
1998 1999 2000
---- ---- ----
Net Net Net
Weighted Income Weighted Income Weighted Income
Net Average Per Net Average Per Net Average Per
Income Shares Share Income Shares Share Income Shares Share
-------------------------------------------------------------------------------------------
Basic net income $15,912 4,901 $3.25 $9,665 4,705 $2.05 $12,325 4,912 $2.51
Dilutive
Stock options 0 22 (0.02) 0 10 0.00 0 1 0.00
Diluted net income $15,912 4,923 $3.23 $9,665 4,715 $2.05 $12,325 4,913 $2.51
New Accounting Pronouncements
The Financial Accounting Standards Board has issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," as amended,
which the Company adopted effective January 2001. This statement establishes
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities. SFAS No. 133 may not be applied retroactively to financial
statements of prior periods. The adoption of SFAS No. 133 had no material
impact on the Company's consolidated financial statements.
F-10
3. ACQUISITIONS
ATN (Haiti)
Effective June 2, 1998, the Company acquired a 75% interest in ATN
(Haiti) for $1.8 million in cash and a commitment to issue 15,873 shares of
ATN common stock in the future. During 1999, the Company determined that
issuance of 15,873 shares of ATN common stock was not warranted and,
accordingly, adjusted the original purchase price allocation. The acquisition
has been accounted for as a purchase in accordance with APB Opinion No. 16.
Accordingly, the purchase price has been allocated to the assets acquired
based on the estimated fair values as of the acquisition date. The excess of
the cost over the estimated fair value of the net tangible assets acquired
amounts to $667,000 and has been included in other assets as goodwill in the
accompanying consolidated balance sheets.
During October 1999, the Company acquired an additional 5% interest in
ATN (Haiti) in settlement of claims under the acquisition agreement.
Bermuda Digital Communications, Ltd.
On July 17, 1998, the Company acquired a 30% equity interest, plus
warrants, in BDC for $1.0 million in cash. In 1998 and 1999 the Company also
provided loans to BDC totaling $3.9 million at Citibank's prime rate plus 3%
(11.5% at December 31, 2000). BDC is required to make principal payments on a
quarterly basis beginning in September 2002. The final principal payment will
occur in June 2004. In accordance with the terms of the loan, interest
payments were deferred and added to the principal until BDC achieved a
positive quarterly operating cash flow. BDC began paying interest on the loan
in April 2000, at which time $1.0 million of interest had been added to
principal. During 2000, the Company purchased additional shares in BDC for
$1.2 million through the exercise of all remaining stock warrants and through
direct purchases from BDC. As of December 31, 2000, the Company had a 46%
equity interest in BDC. As of December 31, 2000, the Company had invested $2.2
million in BDC stock and had recorded cumulative equity in losses of
$(318,000). For the years ended December 31, 1998, 1999, and 2000, the Company
recorded equity in (losses) earnings of BDC of $(209,000), $(454,000), and
$345,000, respectively, which are included in the accompanying consolidated
statements of operations as other income (expense), net. This investment is
accounted for under the equity method of accounting.
VI Access, Inc.
In October 1999, Wireless World was formed by ATN and acquired the
"viaccess" internet service provider business and certain other assets of from
Ackley Caribbean Enterprises, Inc. for a purchase price of $875,000 in cash
and 100,000 shares of ATN common stock. In March 2000, Wireless World acquired
the specialized mobile radio and paging business of Ackley Caribbean
Enterprises, Inc. for $625,000 in cash. These acquisitions have been accounted
for as purchases in accordance with Accounting Principles Board ("APB")
Opinion No. 16. The excess of the cost over the estimated fair value of the
net tangible assets acquired amounts to approximately $1.6 million and has
been included in other assets in the accompanying consolidated balance sheets.
The $1.6 million purchase price excess has been allocated between goodwill,
customer list, and noncompete agreements.
Antilles Wireless Cable T.V. Company ("Antilles Wireless")
Effective March 31, 2000, Wireless World acquired the assets and business
of Antilles Wireless for consideration of 242,424 shares of ATN common stock
and $1.5 million in cash. Antilles Wireless held LMDS and MMDS licenses for
the U.S. Virgin Islands and provided wireless cable T.V. services. The entire
equity interest in Antilles Wireless was owned by the Chairman of the Board
and majority shareholder of the Company. In accordance with American Institute
of Certified Public Accountants Interpretation No. 39 of APB Opinion No. 16,
the assets and liabilities acquired from Antilles Wireless have been recorded
at Antilles Wireless's cost similar to a pooling-of-interests transaction, and
the cash portion of the consideration of $1.5 million has been treated as a
distribution to a stockholder analogous to a cash dividend.
F-11
Cobex International Inc. ("Cobex")
Effective June 20, 2000, Wireless World acquired the "islands.vi"
Internet access business of Cobex, an Internet service provider in the
U.S. Virgin Islands, for a consideration of 40,000 shares of ATN common stock
and $400,000 in cash. The acquisition added approximately 2,500 subscribers to
Wireless World's customer base. This acquisition has been accounted for as a
purchase in accordance with APB Opinion No. 16. The excess of the cost over
the estimated fair value of the net tangible assets acquired amounts to
$762,000 and has been included in other assets in the accompanying
consolidated balance sheets. The $762,000 purchase price excess has been
allocated between goodwill and customer list.
Pro Forma Results
The following unaudited pro forma consolidated results of operations for
the years ended December 31, 1999 and 2000 assume that the acquisitions of
VI Access, Antilles Wireless, and Cobex completed during 1999 and 2000,
which were accounted for as purchases, occurred as of January 1, 1999 (in
thousands, except per share data):
1999 2000
Revenues (telephone and other operations) $87,518 $80,528
Net income 9,084 12,162
Basic and diluted net income per share 1.93 2.48
4. ACCOUNTS RECEIVABLE
As of December 31, 1999 and 2000, accounts receivable consist of the
following (in thousands):
1999 2000
---- ----
Subscribers, net of allowance for doubtful accounts of $640 and $ 3,136 $ 3,093
Connecting companies, net of allowance for doubtful accounts of 16,799 16,994
Uncollected surcharges--current portion 19 147
Other 558 865
--- ---
Total accounts receivable, net $20,512 $21,099
======= =======
5. FIXED ASSETS
As of December 31, 1999 and 2000, property, plant, and equipment consist
of the following (in thousands):
1999 2000
---- ----
Outside plant $24,494 $29,316
Central office equipment 26,353 33,580
Land and building 4,476 4,859
Station equipment 2,074 2,739
Furniture and office equipment 2,214 5,567
Other 3,844 4,836
----- -----
Total plant in service 63,455 80,897
Construction in progress 2,998 9,649
----- -----
Total property, plant, and equipment $66,453 $90,546
======= =======
F-12
As a result of a valuation of the Company's net assets in a non-pro-rata
split-off during 1997, fixed assets were reduced by $49.2 million from their
previous carrying value, which was based primarily on historical cost. The
reduced carrying value of fixed assets is below replacement value.
6. OTHER ASSETS
As of December 31, 1999 and 2000, other assets consist of the following
(in thousands):
1999 2000
---- ----
Debt service reserve fund and escrow account $3,900 $ 0
FCC Licenses, net of accumulated amortization of $335 0 466
Noncompete agreements, net of accumulated amortization of $40 160
Customer lists, net of accumulated amortization of $60 0 240
Goodwill, net of accumulated amortization of $132 and $308 in 1999 1,719 2,269
Prepaid pension 767 1,210
Other 1,360 508
----- ---
$7,746 $4,853
====== ======
7. LONG-TERM DEBT
As of December 31, 1999 and 2000, long-term debt consists of the
following (in thousands):
1999 2000
---- ----
Notes payable to Northern Telecom International Finance B.V. by GT&T $11,237 $4,131
Other 142 69
11,379 4,200
Less current portion 3,410 1,687
----- -----
Total long-term debt $ 7,969 $2,513
======== ======
The GT&T Equipment Loans require monthly principal payments plus
interest, with all outstanding balances maturing in 2004. The interest rates
on the GT&T Equipment Loans are at fixed rates ranging from 8.82% to 11.29% as
of December 31, 2000.
The GT&T Equipment Loans are guaranteed by ATN and secured by a pledge of
all the GT&T stock owned by ATN and a security interest in all net toll
revenues due to GT&T from significant carriers. During 2000, Northern Telecom
International Finance B.V. ("Northern Telecom") waived the Company's
requirement to maintain a debt service reserve fund and escrow account.
Accordingly, the balance of the account of $3.9 million at December 31, 1999
was used to reduce outstanding borrowings under the notes payable to Northern
Telecom.
F-13
Future maturities of long-term debt at December 31, 2000 are as follows
(in thousands):
2001 $1,687
2002 1,462
2003 970
2004 56
2005 25
---- --
$4,200
======
8. EQUITY
Common Stock
The Company has paid quarterly dividends on its common stock since
January 1999. Dividends were paid at the rate of $0.15 per share per quarter
from January 1999 through January 2000 and at the rate of $0.175 per share per
quarter from April 2000 through January 2001. (For further increases see Note
15 "Subsequent Events"). The declared dividends in the fourth quarter of 1999
and 2000 are included in accounts payable and accrued liabilities in the
accompanying consolidated balance sheets as of December 31, 1999 and 2000.
Treasury Stock
In September 1998, the Company's board of directors authorized the
repurchase of up to 250,000 shares of the Company's common stock for use in
the Company's 1998 Stock Option Plan (the "Option Plan"). The Company
completed its stock repurchases under the Option Plan in February 1999 at an
aggregate cost of $2.3 million or an average price of $9.32 per share.
In October 1999, the Company used 100,000 of these shares in connection
with Wireless World's acquisition of VI Access, and in November 1999,
the board of directors authorized additional repurchases to return the number
of shares of treasury stock to 250,000. During November and December 1999, the
Company repurchased an additional 2,300 shares of its common stock at an
aggregate cost of $19,000 or an average price of $8.26 per share.
In 2000, the Company repurchased an additional 57,000 shares of its
common stock at an aggregate cost of $529,000 or an average price of $9.28 per
share.
In June 2000, the Company used 40,000 of these shares in connection with
the acquisition of Cobex. In July 2000, the Company issued 4,403 of these
shares to a director under the board of directors' remuneration plan.
Board of Directors' Remuneration Plan
Directors who are not officers or employees of the Company have the
option under a director's remuneration plan ("Directors' Plan"), adopted by
the board of directors in 1999, of electing to receive either 50% or 100% of
their annual retainer in the form of company common stock on a deferred basis.
For purposes of these elections, such stock is valued at the mean between the
high and low reported sales prices of such stock in the last trading day in
the month preceding the date of the election. During 2000, $75,000 was charged
to expense related to restricted shares awarded to the directors, and the
Company issued 4,403 shares under the Directors' Plan. As of December 31,
2000, the issuance of 13,310 shares was deferred under the Directors' Plan.
Stock Options
In 1998, the board of directors of the Company adopted the 1998 Stock
Option Plan for the Company, reserved 250,000 shares of common stock for
options to be granted under the Option Plan, and granted options to employees
to purchase 130,000 shares of the Company's common stock at an exercise price
of $9.625 per share (the fair value per share of the common stock at the date
of grant). The options have terms of ten years and vest ratably over a period
of four years. During 1999, 120,000 options were forfeited due to certain
employees leaving the Company.
In 2000, the Company granted options to employees to purchase 125,000
shares of the Company's common stock at an average exercise price of $11.965
F-14
per share (the fair value per share of the common stock at the date of grant).
The options have terms of ten years and vest ratably over periods of three to
four years.
The following table summarizes the transactions under the Option Plan:
Number of
-------------
Options
Outstanding at December 31, 1997 0
Granted 130,000
Outstanding at December 31, 1998 130,000
Forfeited 120,000
Outstanding at December 31, 1999 10,000
Granted 125,000
Outstanding at December 31, 2000 135,000
In 1995, the Financial Accounting Standards Board issued SFAS No. 123,
"Accounting for Stock-Based Compensation," which defines a fair value-based
method of accounting for employee stock options or similar equity instruments
and encourages all entities to adopt that method of accounting for all of
their employee stock compensation plans. However, it also allows an entity to
continue to measure compensation cost for those plans using the method of
accounting prescribed by APB Opinion No. 25, "Accounting for Stock Issued to
Employees." Entities electing to remain with the accounting methodology
required by APB Opinion No. 25 must make pro forma disclosures of net income
and earnings per share as if the fair value-based method of accounting defined
in SFAS No. 123 were used.
The Company has elected to continue to account for its Option Plan under
APB Opinion No. 25, under which the Company has recognized no compensation
cost. However, the Company has computed, for pro forma disclosure purposes,
the estimated fair value of all options for shares of the Company's common
stock granted to employees during the years ended December 31, 1998, 1999, and
2000 using the Black-Scholes option pricing model, as allowed under SFAS
No. 123 and based on the following assumptions:
1998 1999 2000
---- ---- ----
Risk-free interest rate 4.49% 4.49% 6.63%
Expected dividend yield 6% 6% 7%
Expected lives Five years Four years Five years
Expected volatility 72% 72% 54%
At December 31, 1998, 1999, and 2000, there were 130,000, 10,000, and
135,000 options outstanding, respectively, with a weighted average remaining
contractual life of 9.8 years, 9 years, and 9.2 years, respectively, and a
weighted average exercise price of $9.625, $9.625, and $11.8 per share,
respectively. The weighted average fair value of options granted during the
years ended December 31, 1998 and 2000 was $3.95 and $4.12 per share,
respectively, subject to option, or $514,000 and $556,000 in aggregate,
respectively. If the Company had accounted for these options in accordance
with SFAS No. 123, the Company would have amortized this fair value over the
vesting period of the options, resulting in $9,000, $7,000, and $97,000 in
compensation expense for the years ended December 31, 1998, 1999, and 2000,
respectively. The Company's reported net income and net income per share for
the years ended December 31, 1998, 1999, and 2000 would have been as follows
(in thousands, except share data):
F-15
1998 1999 2000
---- ---- ----
Net income:
As reported--basic and diluted $15,912 $9,665 $12,325
------- ------ -------
Pro forma--basic and diluted $15,903 $9,658 $12,228
------- ------ -------
Earnings per share:
As reported basic $3.25 $2.05 $2.51
----- ----- -----
As reported diluted $3.23 $2.05 $2.51
----- ----- -----
Pro forma basic $3.25 $2.05 $2.49
----- ----- -----
Pro forma diluted $3.23 $2.05 $2.49
----- ----- -----
9. INCOME TAXES
The following is a reconciliation from the tax computed at statutory
income tax rates to the Company's income tax expense for the years ended
December 31, 1998, 1999, and 2000 (in thousands):
1998 1999 2000
---- ---- ----
Tax computed at statutory U.S.
federal income tax $11,937 $ 8,134 $10,205
Guyanese income taxes in excess of
statutory U.S. tax 2,914 2,217 2,693
Other, net 1,062 1,547 1,505
----- ----- -----
Income tax expense $15,913 $11,898 $14,403
======= ======= =======
The components of income tax expense for the years ended December 31,
1998, 1999, and 2000 are as follows (in thousands):
1998 1999 2000
---- ---- ----
Current:
United States $ 2,087 $ 345 $ 926
Foreign 12,142 9,649 11,504
Deferred 1,684 1,904 1,973
----- ----- -----
$15,913 $11,898 $14,403
======= ======= =======
F-16
The significant components of deferred tax assets and liabilities are as
follows as of December 31, 1999 and 2000 (in thousands):
1999 2000
---- ----
Deferred tax assets:
Nondeductible expenses $ 1,878 $ 2,225
Other 129 164
--- ---
2,007 2,389
===== =====
Deferred tax liabilities:
Differences between book and tax basis of fixed assets 2,388 5,019
Revenues not recognized for tax purposes 867 673
--- ---
3,255 5,692
----- -----
Net deferred tax liabilities (1,248) (3,303)
Portion included in current assets 1,655 2,000
Noncurrent deferred tax liabilities $(2,903) $(5,303)
10. Retirement Plans
The Company has a noncontributory defined benefit pension plan for
eligible employees of GT&T who meet certain age and employment criteria.
Contributions are intended to provide not only for benefits attributed for
service to date but also for those expected to be earned in the future. The
Company's funding policy is to contribute to the plan such amounts as are
actuarially determined to meet funding requirements. The benefits are based on
the participants' average salary or hourly wages during the last three years
of employment and credited service years. In 1998, the Company adopted SFAS
No.132, "Employers' Disclosure About Pensions and Other Postretirement
Benefits," which revises employers' disclosures about pension and other
postretirement benefit plans. It does not change the measurement or
recognition of those plans.
The weighted average rates assumed in the actuarial calculations for the
pension plan are as follows as of December 31, 1999 and 2000:
1999 2000
---- ----
Discount 12.50% 11.00%
Annual salary increase 7.50 7.50
Expected long-term return on plan assets 9.25 9.25
Changes during the year in the projected benefit obligations and in the
fair value of plan assets are as follows as of December 31, 1999 and 2000 (in
thousands):
1999 2000
---- ----
Projected benefit obligations:
Balance at beginning of year $1,267 $1,222
Service cost 185 161
Interest cost 142 152
Benefits paid (13) (66)
Actuarial (gain) loss (359) 361
---- ---
Balance at end of year $1,222 $1,830
====== ======
F-17
Plan assets:
Balance at beginning of year $1,580 $2,109
Actual return on plan assets 99 103
Company contributions 443 548
Benefits paid (13) (66)
--- ---
Balance at end of year $2,109 $2,694
====== ======
The prepaid pension costs recognized in the accompanying consolidated
balance sheets as other assets are as follows as of December 31, 1999 and 2000
(in thousands):
1999 2000
---- ----
Funded status $887 $ 864
Unrecognized prior service cost 155 142
Unrecognized net actuarial (loss) gain (275) 204
---- ---
Prepaid asset recognized in the accompanying
consolidated balance sheets $767 $1,210
==== ======
Components of the plan's net periodic pension cost are as follows for the
years ended December 31, 1998, 1999, and 2000 (in thousands):
1998 1999 2000
---- ---- ----
Service cost $294 $185 $161
Interest cost 146 142 152
Expected return on plan assets (131) (166) (215)
Recognized net actuarial gain 0 0 (5)
Net amortization 45 13 13
-- -- --
Net periodic pension cost $354 $174 $106
==== ==== ====
11. Commitments and Contingencies
Regulatory Matters
GT&T is subject to regulation in Guyana under the provisions of its
license and under the Guyana Public Utilities Commission Act of 1999 and the
Guyana Telecommunications Act of 1990. GT&T also has certain significant
rights and obligations under the agreement pursuant to which the Company
acquired its interest in GT&T in 1991.
On December 31, 1997, GT&T applied to the PUC for a significant increase
in rates for local and outbound international long-distance service so as to
enable GT&T to earn a 15% return on its rate base. Effective February 1, 1998,
GT&T was awarded an interim increase in rates which represented a substantial
increase over the rates in effect during 1997 and earlier years. Subsequently,
on March 27, 1998, the PUC reduced the interim rate increase effective in part
on April 1, 1998 and in part on May 1, 1998. On October 27, 1998, to reflect
changed conditions since December 31, 1997, GT&T filed for an additional rate
increase designed to generate $19 million in additional annual revenues over
and above the interim rates currently in effect. This was further updated on
August 31, 2000 to reflect additional proposed revenues of $8.5 million per
year. GT&T's applications for a permanent rate increase are still pending
before the PUC. The Guyana Consumers Advisory Bureau, a nongovernmental group,
has an application pending before the Guyana High Court to void the temporary
rate increase made by the PUC in 1998 and to enjoin the PUC's hearings on
GT&T's rate applications.
F-18
In 1997, after the Guyana High Court voided a PUC order of October 1995
reducing GT&T's rates for outbound long-distance calls to various countries,
GT&T put into effect a surcharge to recover the $9.5 million of lost revenues
from the period from October 1995 to the date of the High Court's order. The
Guyana Consumers Advisory Bureau instituted a suit challenging GT&T's rights
to institute this surcharge without PUC approval, and in the fourth quarter of
1999, the Guyana High Court ruled that GT&T should have first obtained PUC's
permission for such surcharge. Substantially all of the $9.5 million of lost
revenues were collected prior to the court's ruling, and it is unclear whether
GT&T will be required to make any refund since the High Court did not rule on
GT&T's contention that it was entitled to recover these lost revenues.
In October 1997, the PUC ordered GT&T to increase the number of telephone
lines in service to a total of 69,278 lines by the end of 1998; 89,054 lines
by the end of 1999; and 102,126 lines by the end of 2000; to allocate and
connect an additional 9,331 telephone lines before the end of 1998; and to
provide to subscribers who request them facilities for call diversion, call
waiting, reminder call, and three-way calling by the end of 1998. In issuing
this order, the PUC did not hear evidence or make any findings on the cost of
providing these lines and services, the adjustment in telephone rates which
may be necessary to give GT&T a fair return on its investment, or the ways and
means of financing the requirements of the PUC's order. GT&T has appealed the
PUC's order to the Guyana Court of Appeal; and that appeal is still pending.
No stay currently exists against this order.
The Federal Communications Commission (the "FCC") has issued a report and
order in a rule-making proceeding in which it adopted mandatory international
accounting and settlement rate benchmarks for many countries. The FCC adopted
a mandatory settlement rate benchmark of $.23 per minute for low-income
countries, such as Guyana, and required that settlement rates between the U.S.
and low-income countries be reduced to $.23 per minute by January 1, 2002. The
current settlement rate is $.85 per minute, and revenues from this traffic
provide a significant subsidy to GT&T's local operations and network expansion
activities. The Company is currently organizing an effort to lobby the FCC and
Congress to seek relief from the FCC's order.
Effective December 31, 1999, GT&T's operating agreement and all direct
circuits with AT&T were terminated as a result of AT&T's insistence that GT&T
agree to a substantial reduction in the settlement rate for traffic between
the United States and Guyana prior to January 1, 2002. While this has at times
made it difficult to call into Guyana unless the caller was a subscriber of
WorldCom or Sprint or used a special "1010XXX" access code to reach these
carriers, it did not have a significant adverse impact on the volume of
traffic from the U.S. to Guyana. WorldCom has given GT&T notice terminating
its operating agreement with GT&T effective May 15, 2001 unless GT&T agrees to
exclude audiotext traffic from its circuits with WorldCom. At the date of this
report, WorldCom is the only U.S. carrier with which GT&T has direct circuits.
GT&T is currently in contacts or negotiations with several U.S. carriers to
open direct circuits between the U.S. and Guyana and has also had discussions
with WorldCom with regard to continuing to keep that Company's operating
agreement and circuits with GT&T in effect after May 15, 2001. It is likely,
however, that international settlement rates between Guyana and the U.S. and
other countries around the world will decline significantly on or prior to
January 1, 2002. Any significant reduction in the settlement rates for the
U.S. and Guyanese traffic could have a significant adverse impact on GT&T's
earnings. While such an event would provide GT&T with a basis to seek a rate
increase from the PUC so as to permit GT&T to earn its contractually provided
15% rate of return, there can be no assurances as to when or whether GT&T
would receive such a rate increase.
Litigation
The Company is subject to lawsuits and claims which arise out of the
normal 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
outcome, the disposition of claims currently pending will not have a material
adverse effect on the Company's financial position or results of operations.
Upon the acquisition of GT&T in January 1991, ATN entered into an
agreement with the government of Guyana to significantly expand GT&T's
existing facilities and telecommunications operations and to improve service
within a three-year period pursuant to an expansion and service improvement
plan (the "Plan"). The government agreed to permit rate increases in the event
of currency devaluation within the three-year period, but GT&T was unable to
get timely increases when the Guyanese currency suffered a sharp decline in
March 1991. The Plan was modified in certain respects, and the date for
completion of the Plan was extended to February 1995. Since 1995, the PUC has
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had pending a proceeding initiated by the minister of telecommunications of
Guyana with regard to the failure of GT&T to complete the Plan by February
1995. The PUC last held hearings on this matter in 1998. It is GT&T's position
that its failure to receive timely rate increases, to which GT&T was entitled
to compensate for the devaluation of currency which occurred in 1991, provides
legal justification for GT&T's delay in completing the Plan. If the PUC were
to find that GT&T was not excused from fulfilling the terms of the Plan by
February 1995, GT&T could be subject to monetary penalties, cancellation of
the license, or other action by the PUC or the government which could have a
material adverse effect on the Company's business and prospects. The
requirements of the Plan were substantially completed more than two years ago.
In June 1997, GT&T received an assessment of the current equivalent of
approximately $3 million from the commissioner of inland revenue for taxes for
1997 based on the disallowance as a deduction for income tax purposes of
five-sixths of the advisory fees payable by GT&T to the Company and for the
timing of the taxation on certain surcharges to be billed by GT&T. If this
assessment were to be upheld, a similar issue could arise for subsequent
years. The deductibility of these advisory fees and the deferral of these
surcharges until they are actually billed was upheld for an earlier year in a
decision of the High Court in August 1995. In July 1997, GT&T applied to the
High Court for an order prohibiting the commissioner of inland revenue from
further proceeding with this assessment on the grounds that the assessment was
arbitrary and unreasonable and capriciously contrary to the August 1995
decision of the Guyana High Court, and GT&T obtained an order of the High
Court effectively prohibiting any action on the assessment pending the
determination by the Court of the merits of GT&T's application.
In November 1997, GT&T received assessments of the current equivalent of
approximately $11 million from the commissioner of inland revenue for taxes
for the years 1991 through 1996. It is GT&T's understanding that these
assessments stem from an audit which the Guyana High Court stayed before it
was completed. Apparently, because the audit was cut short as a result of the
High Court's order, GT&T did not receive notice of, and an opportunity to
respond to, the proposed assessments as is the customary practice in Guyana,
and substantially all of the issues raised in the assessments appear to be
based on mistaken facts. GT&T has applied to the Guyana High Court for an
order prohibiting the commissioner of inland revenue from enforcing the
assessments on the grounds that the origin of the audit with the Trade
Minister and the failure to give GT&T notice of, and opportunity to respond
to, the proposed assessments violated Guyanese law. The Guyana High Court has
issued an order effectively prohibiting any action on the assessments pending
the determination by the High Court of the merits of GT&T's application.
Negotiations have begun with the Revenue Authorities on the possible
settlement of the issues involved.
In early 2000, Inet Communications, Inc., an internet service provider in
Guyana. and the Guyana Consumers Association filed a suit in the high court
against the Attorney General of Guyana and GT&T. The suit claims that GT&T is
not entitled to rate increases based on the agreement between the Government
of Guyana and ATN and that the Civil Law of Guyana prohibits what is referred
to as GT&T's monopoly. This matter is still pending.
12. RELATED-PARTY TRANSACTIONS
In March 2000, Wireless World acquired the assets and business of
Antilles Wireless for consideration of 242,424 shares of ATN common stock and
$1.5 million in cash. The entire equity interest in Antilles Wireless was
owned by an officer and majority shareholder of the Company. See Note 3 for
additional information.
13. COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) represents the change in equity of a business
during a period, except for investments by owners and distributions to owners.
Unrealized foreign exchange transactions represent the Company's only
component of comprehensive loss. Comprehensive loss totaled $(157,000) in 1999
and $(201,000) in 2000. The difference between net income and comprehensive
income for the years ended December 31, 1998, 1999, and 2000 is detailed in
the following table (in thousands):
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1998 1999 2000
---- ---- ----
Net income, as reported $15,912 $9,665 $12,325
Foreign currency translation adjustments 0 (286) (365)
Total comprehensive loss 0 (286) (365)
Income tax effect on comprehensive loss 0 (129) (164)
Total comprehensive loss,
net of taxes 0 (157) (201)
- ---- ----
Comprehensive income, net of income taxes $15,912 $9,508 $12,124
======= ====== =======
14. QUARTERLY FINANCIAL DATA (UNAUDITED)
Following is a summary of the Company's quarterly results of operations
for the years ended December 31, 1999 and 2000 (in thousands):
1999 Consolidated
---------------------------------------------------
for the Three Months Ended
March 31 June 30 September 30 December 31
---------------------------------------------------
Telephone operating revenues $20,741 $18,301 $18,753 $26,236
Telephone operating expenses 15,868 14,461 13,518 16,318
------ ------ ------ ------
Income from telephone operations 4,873 3,840 5,235 9,918
Loss from other operations (128) (91) (161) (219)
---- --- ---- ----
Other income (expense), net (35) (97) 18 86
Income before income taxes and minority interests 4,710 3,652 5,092 9,785
Income taxes 2,418 1,996 2,649 4,835
----- ----- ----- -----
Income before minority interests 2,292 1,656 2,443 4,950
Minority interests (279) (195) (325) (877)
---- ---- ---- ----
Net income $ 2,013 $ 1,461 $ 2,118 $ 4,073
======== ======== ======== ========
2000 Consolidated
--------------------------------------------------
for the Three Months Ended
March 31 June 30 September 30 December 31
---------------------------------------------------
Telephone operating revenues $19,136 $19,062 $18,936 $ 19,440
Telephone operating expenses 13,060 11,836 11,769 11,005
------ ------ ------ ------
Income from telephone operations 6,076 7,226 7,167 8,435
Loss from other operations (168) (252) (262) (557)
---- ---- ---- ----
Other income, net 238 396 461 396
Income before income taxes and minority interests 6,146 7,370 7,366 8,274
Income taxes 3,024 3,584 3,623 4,172
----- ----- ----- -----
Income before minority interests 3,122 3,786 3,743 4,102
Minority interests (476) (599) (603) (750)
---- ---- ---- ----
Net income $ 2,646 $ 3,187 $ 3,140 $ 3,352
======== ======== ======== ========
15. SUBSEQUENT EVENTS (UNAUDITED)
In March 2001, the Company committed to invest $5 million in LighTrade,
Inc. ("LighTrade") prior to June 30, 2001 for a significant minority interest
in LighTrade. The Company also has an option to increase its interest to
majority interest or an additional investment to be made during the remainder
of the year 2001. LighTrade is a Washington, D.C. based company in the
developmental stage, which is establishing a series of market-participant
neutral pooling points in major cities in the U.S. and abroad to enable
telecommunications carriers and service providers to interconnect with each
other and to help create a public market for trading "band-width"
(telecommunications transport capacity).
On March 22, 2001 the Board of Directors of the Company increased the
quarterly dividend payment on the Company's Common Stock to increase the
dividend to $.20 per share per quarter.
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SCHEDULE II
Atlantic Tele-Network, Inc. and Subsidiaries
Valuation and qualifying accounts
(Amounts in Thousands)
Balance at Charged to Net Balance
Beginning Costs and Charge at End
of Period Expenses Offs of Period
------------------------------------------------------
YEAR ENDED, December 31, 1998:
Description:
Allowance for doubtful accounts $ 502 $2,291 $142 $2,651
======= ====== ==== ======
YEAR ENDED, December 31, 1999
Description:
Allowance for doubtful accounts $2,651 $1,072 $ 208 $3,515
====== ====== ======= ======
YEAR ENDED, December 31, 2000
Description:
Allowance for doubtful accounts $3,515 $93 $245 $3,363
====== === ==== ======
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS AS TO SCHEDULE
We have audited in accordance with auditing standards generally accepted
in the United States, the consolidated financial statements of ATLANTIC
TELE-NETWORK, INC. AND SUBSIDIARIES included in this Form 10-K and have issued
our report thereon dated March 2, 2001. Our audits were made for the purpose
of forming an opinion on the basic financial statements taken as a whole. The
schedule listed in the index is the responsibility of the Company's management
and is presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
March 2, 2001
F-23