Attached files
file | filename |
---|---|
8-K/A - 8-K/A - ATN International, Inc. | a16-18627_18ka.htm |
EX-23.1 - EX-23.1 - ATN International, Inc. | a16-18627_1ex23d1.htm |
EX-99.1 - EX-99.1 - ATN International, Inc. | a16-18627_1ex99d1.htm |
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information is provided for informational purposes only. The unaudited pro forma condensed combined financial information is not necessarily indicative of what the financial position or results of operations of ATN International, Inc. (the Company or ATN) or Caribbean Asset Holdings, LLC (CAH), actually would have been if the acquisition of CAH by the Company had been completed as of and for the periods indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the Company after consummation of the acquisition.
Pro forma adjustments related to the unaudited pro forma condensed combined income statements give effect to certain events that are (i) directly attributable to the acquisition, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results. Pro forma adjustments related to the unaudited pro forma condensed combined balance sheet give effect to events that are directly attributable to the CAH acquisition, and that are factually supportable regardless of whether they have a continuing impact or are non-recurring.
The unaudited pro forma condensed combined financial information is based on a number of other assumptions and estimates and is subject to a number of uncertainties relating to the CAH acquisition and related matters, including, among other things, estimates, assumptions and uncertainties regarding (1) the estimated fair values of certain assets and liabilities acquired, which are sensitive to assumptions and market conditions, and (2) the amount of the intangible assets and goodwill that will arise from the acquisition.
Unaudited Pro Forma Condensed Combined Financial Information for ATN International, Inc. and CAH
The following unaudited pro forma condensed combined financial information has been prepared by the Companys management and gives pro forma effect to the completion of the acquisition by the Company of all the membership interests of CAH (the Acquisition). CAH is a Delaware limited liability company which, through its ownership of operating subsidiaries, is in the business of marketing, selling and providing wireless and wireline telecommunications, broadband (including data transmission via undersea cable), video programming services, hosting, storage, VOIP and managed services throughout the United States Virgin Islands, British Virgin Islands and St. Maarten. ATN paid approximately $112 million to purchase CAH. The purchase price was funded with $52 million of cash on hand and the proceeds of a $60 million loan. Additionally, CAHs pre-Acquisition debt was retired by the seller prior to the close of the Acquisition.
The unaudited pro forma condensed combined statements of operations combine the historical consolidated statements of operations of the Company and CAH, giving effect to the Acquisition as if it had occurred at the beginning of the periods presented. The unaudited pro forma condensed combined balance sheet combines the historical consolidated balance sheets of the Company and CAH, giving effect to the Acquisition as if it occurred on the date of the balance sheets presented. CAHs fiscal year begins on June 1 and ends on May 31. As a result the pro forma statement of operations presents the twelve months ending December 31, 2015 for ATN and the twelve months ending February 29, 2016 for CAH. The interim pro forma statement of operations presents the three months ending March 31, 2016 for ATN and the three months ending May 31, 2016 for CAH. Similarity, the pro forma balance sheet presents ATNs financial position as of March 31, 2016 and CAHs financial position as of May 31, 2016. You should read this unaudited pro forma information in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial information, the historical financial statements of the Company filed with the Securities and Exchange Commission (SEC), and historical financial statements of CAH filed herein.
The Acquisition is treated herein as a business combination, in accordance with ASC 805, Business Combinations (ASC 805). Accordingly, ATN calculated the fair value of the net assets acquired and consideration transferred. The consideration transferred in the Acquisition exceeded the fair value of net assets acquired resulting in ATN recording goodwill equal to the excess. In the unaudited pro forma condensed combined balance sheet, the consideration transferred by the Company to acquire CAH has been allocated to the assets acquired and liabilities assumed based upon the Companys preliminary estimate of their respective fair values as of the date of the Acquisition.
Final allocations have not been completed and continue to be refined based upon certain valuations and other studies after the closing date of the Acquisition. Accordingly, the pro forma adjustments relating to the purchase price allocation are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information and are subject to revision based on a final determination of fair value and changes in CAHs working capital. Thus, the final purchase price allocation may differ in material respects from that presented in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined statements of operations also include certain purchase accounting adjustments, including items expected to have a continuing impact on the combined results, such as decreased depreciation and amortization expense on the assets acquired.
The unaudited pro forma combined condensed financial information conforms CAHs accounting policies to those of ATN. CAHs financial information is prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). Based on ATNs review of the summary of significant accounting policies disclosed in the financial statements of CAH, it did not identify any adjustments. A further detailed review is currently being performed. As a result of that review, the Company may identify differences between the accounting policies of the two companies that, when conformed, could have a material impact on the combined financial statements.
Items Not Reflected in the Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined income statements do not include the impacts of any revenue, cost or other operating synergies that may have resulted or may result in the future from the Acquisition. Therefore, certain revenue and expense amounts will likely be different, both in total and as a percent of overall revenue and expense, in future periods even if the Company were to continue the exact same pricing, service scope, and subscriber levels as in the past. For example, revenues and expenses, including network operating expense, may be different as a result of the integrating CAH into ATNs existing operations.
The Company and CAH incurred certain direct, incremental and non-recurring acquisition expenses totaling $2.3 million in connection with the Acquisition during the periods presented. These expenses were removed from the pro forma condensed combined statements of operations as a pro-forma adjustment for the year ended December 31, 2015 and the three months ended March 31, 2016 as they were direct and incremental to the Acquisition and will not recur in future periods.
Unaudited Pro Forma Condensed Combined Balance Sheet
(Amounts in Thousands)
|
|
ATN |
|
(a) |
|
Pro Forma |
|
Pro Forma |
| ||||
Assets |
|
|
|
|
|
|
|
|
| ||||
Cash and cash equivalents |
|
$ |
391,102 |
|
$ |
9,108 |
|
$ |
(52,301 |
)(b),(f) |
$ |
347,909 |
|
Restricted cash |
|
846 |
|
|
|
|
|
846 |
| ||||
Accounts receivable, net |
|
48,743 |
|
6,328 |
|
|
|
55,071 |
| ||||
Materials and supplies |
|
8,746 |
|
6,680 |
|
|
|
15,426 |
| ||||
Prepayments and other current assets |
|
29,283 |
|
2,424 |
|
|
|
31,707 |
| ||||
Total current assets |
|
478,720 |
|
24,540 |
|
(52,301 |
) |
450,959 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Fixed assets, net |
|
375,295 |
|
101,845 |
|
7,164 |
(b) |
484,304 |
| ||||
Telecommunications license, net |
|
43,313 |
|
|
|
|
|
43,313 |
| ||||
Goodwill |
|
45,077 |
|
19,710 |
|
(1,566 |
)(b) |
63,221 |
| ||||
Intangible assets, net |
|
1,430 |
|
12,399 |
|
6,248 |
(b) |
20,077 |
| ||||
Restricted cash |
|
4,802 |
|
|
|
|
|
4,802 |
| ||||
Other assets |
|
9,376 |
|
1,692 |
|
(1,117 |
)(b) |
9,951 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Total assets |
|
$ |
958,013 |
|
$ |
160,186 |
|
$ |
(41,572 |
) |
$ |
1,076,627 |
|
|
|
|
|
|
|
|
|
|
| ||||
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
| ||||
Current portion of long-term debt |
|
$ |
6,341 |
|
$ |
97,921 |
|
$ |
(97,921 |
)(e) |
$ |
6,341 |
|
Accounts payable and accrued liabilities |
|
40,603 |
|
18,508 |
|
|
|
59,111 |
| ||||
Dividends payable |
|
5,166 |
|
|
|
|
|
5,166 |
| ||||
Accrued taxes |
|
12,881 |
|
|
|
|
|
12,881 |
| ||||
Advanced payments and deposits |
|
9,842 |
|
7,824 |
|
|
|
17,666 |
| ||||
Other current liabilites |
|
12,651 |
|
|
|
|
|
12,651 |
| ||||
Total current liabilities |
|
87,484 |
|
124,253 |
|
(97,921 |
) |
113,816 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Deferred income taxes |
|
45,406 |
|
2,358 |
|
577 |
(b) |
48,341 |
| ||||
Other liabilities |
|
35,909 |
|
27,424 |
|
1,702 |
(b),(g) |
65,035 |
| ||||
Long term debt, excluding current portion |
|
24,983 |
|
90,723 |
|
(30,723 |
)(e),(f) |
84,983 |
| ||||
Total liabilities |
|
193,782 |
|
244,758 |
|
(126,365 |
) |
312,175 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Common stock |
|
168 |
|
5,374 |
|
(5,374 |
)(b) |
168 |
| ||||
Treasury stock |
|
(20,603 |
) |
|
|
|
|
(20,603 |
) | ||||
Additional paid-in capital |
|
157,080 |
|
160,253 |
|
(160,253 |
)(b) |
157,080 |
| ||||
Retained earnings (accumulated deficit) |
|
548,273 |
|
(240,069 |
) |
240,069 |
(b) |
548,273 |
| ||||
Accumulated other comprehensive loss |
|
(3,700 |
) |
(9,764 |
) |
9,764 |
(b) |
(3,700 |
) | ||||
Total stockholders equity |
|
681,218 |
|
(84,206 |
) |
84,206 |
|
681,218 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Non-controlling interests |
|
83,013 |
|
(366 |
) |
587 |
(b) |
83,234 |
| ||||
Total equity |
|
764,231 |
|
(84,572 |
) |
84,793 |
|
764,452 |
| ||||
Total liabilities and equity |
|
$ |
958,013 |
|
$ |
160,186 |
|
$ |
(41,572 |
) |
$ |
1,076,627 |
|
Unaudited Pro Forma Statement of Operations
Twelve months ended:
(Amounts in Thousands, Except Per Share Data)
|
|
ATN |
|
(a) |
|
Pro Forma |
|
Pro Forma |
| ||||
Revenue: |
|
|
|
|
|
|
|
|
| ||||
Wireless |
|
$ |
237,042 |
|
$ |
2,252 |
|
$ |
|
|
$ |
239,294 |
|
Wireline |
|
86,485 |
|
85,751 |
|
|
|
172,236 |
| ||||
Renewable energy |
|
21,040 |
|
|
|
|
|
21,040 |
| ||||
Equipment and Other |
|
10,802 |
|
12,984 |
|
(20 |
)(j) |
23,766 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Total revenues |
|
355,369 |
|
100,987 |
|
(20) |
|
456,336 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Operating expenses (excluding depreciation and amortization unless otherwise indicated): |
|
|
|
|
|
|
|
|
| ||||
Termination and access fees |
|
81,928 |
|
23,623 |
|
|
|
105,551 |
| ||||
Engineering and operations |
|
37,244 |
|
33,321 |
|
|
|
70,565 |
| ||||
Sales and marketing |
|
21,466 |
|
4,432 |
|
|
|
25,898 |
| ||||
Equipment expense |
|
14,997 |
|
385 |
|
|
|
15,382 |
| ||||
General and administrative |
|
59,890 |
|
23,410 |
|
(38 |
)(j) |
83,262 |
| ||||
Transaction-related charges |
|
7,182 |
|
167 |
|
(2,075 |
)(c) |
5,274 |
| ||||
Depreciation and amortization |
|
56,890 |
|
25,719 |
|
(13,020 |
)(d),(j) |
69,589 |
| ||||
Gain on disposition of long-lived assets |
|
(2,823 |
) |
|
|
|
|
(2,823 |
) | ||||
Impairment of assets |
|
|
|
83,104 |
(i) |
|
|
83,104 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Operating expenses |
|
276,774 |
|
194,161 |
|
(15,133 |
) |
455,802 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Income from operations |
|
78,595 |
|
(93,174 |
) |
15,113 |
|
534 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Other income (expense) |
|
|
|
|
|
|
|
|
| ||||
Interest Income |
|
588 |
|
|
|
(12 |
)(f) |
576 |
| ||||
Interest Expense |
|
(3,180 |
) |
(4,623 |
) |
2,223 |
(e),(f) |
(5,580 |
) | ||||
Loss on deconsolidation of subsidiary |
|
(19,937 |
) |
|
|
|
|
(19,937 |
) | ||||
Other income (expense), net |
|
135 |
|
27 |
|
|
|
162 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Other income (expense) |
|
(22,394 |
) |
(4,596 |
) |
2,211 |
|
(24,779 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Income before taxes |
|
56,201 |
|
(97,770 |
) |
17,324 |
|
(24,245 |
) | ||||
Income taxes |
|
24,137 |
|
(919 |
) |
747 |
(h) |
23,965 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Income from continuing operations |
|
32,064 |
|
(96,851 |
) |
16,577 |
|
(48,210 |
) | ||||
Income from discontinued operations net of tax |
|
1,092 |
|
|
|
|
|
1,092 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Net income |
|
33,156 |
|
(96,851 |
) |
16,577 |
|
(47,118 |
) | ||||
Net income attributable to non-controlling interests, net of tax |
|
(16,216 |
) |
131 |
|
|
|
(16,085 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Net income attributable to stockholders |
|
$ |
16,940 |
|
$ |
(96,720 |
) |
$ |
16,577 |
|
$ |
(63,203 |
) |
|
|
|
|
|
|
|
|
|
| ||||
Net income per weighted average basic share attributable to ATN International, Inc. stockholders: |
|
|
|
|
|
|
|
|
| ||||
Continuing operations |
|
$ |
0.99 |
|
|
|
|
|
$ |
(4.01 |
) | ||
Disontinued operations |
|
$ |
0.07 |
|
|
|
|
|
$ |
0.07 |
| ||
Total |
|
$ |
1.06 |
|
|
|
|
|
$ |
(3.94 |
) | ||
|
|
|
|
|
|
|
|
|
| ||||
Net income per weighted average diluted share attributable to ATN International, Inc. stockholders: |
|
|
|
|
|
|
|
|
| ||||
Continuing operations |
|
$ |
0.98 |
|
|
|
|
|
$ |
(3.98 |
) | ||
Disontinued operations |
|
$ |
0.07 |
|
|
|
|
|
$ |
0.07 |
| ||
Total |
|
$ |
1.05 |
|
|
|
|
|
$ |
(3.91 |
) | ||
|
|
|
|
|
|
|
|
|
| ||||
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
16,022 |
|
|
|
|
|
16,022 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Diluted |
|
16,142 |
|
|
|
|
|
16,142 |
|
Unaudited Pro Forma Statement of Operations
Three months ended
(Amounts in Thousands, Except Per Share Data)
|
|
ATN |
|
(a) |
|
Pro Forma |
|
Pro Forma |
| ||||
Revenue: |
|
|
|
|
|
|
|
|
| ||||
Wireless |
|
$ |
58,878 |
|
$ |
451 |
|
$ |
|
|
$ |
59,329 |
|
Wireline |
|
22,445 |
|
22,026 |
|
|
|
44,471 |
| ||||
Renewable energy |
|
5,589 |
|
|
|
|
|
5,589 |
| ||||
Equipment and Other |
|
2,774 |
|
3,046 |
|
|
|
5,820 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Total revenues |
|
89,686 |
|
25,523 |
|
|
|
115,209 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Operating expenses (excluding depreciation and amortization unless otherwise indicated): |
|
|
|
|
|
|
|
|
| ||||
Termination and access fees |
|
20,913 |
|
5,862 |
|
|
|
26,775 |
| ||||
Engineering and operations |
|
9,837 |
|
7,138 |
|
|
|
16,975 |
| ||||
Sales and marketing |
|
5,154 |
|
1,051 |
|
|
|
6,205 |
| ||||
Equipment expense |
|
3,259 |
|
75 |
|
|
|
3,334 |
| ||||
General and administrative |
|
16,421 |
|
5,123 |
|
|
|
21,544 |
| ||||
Transaction-related charges |
|
3,655 |
|
20 |
|
(272 |
)(c) |
3,403 |
| ||||
Depreciation and amortization |
|
14,554 |
|
4,969 |
|
(1,794 |
)(d),(j) |
17,729 |
| ||||
Gain on disposition of long-lived assets |
|
|
|
|
|
|
|
|
| ||||
Impairment of assets |
|
|
|
1,070 |
|
|
|
1,070 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Operating expenses |
|
73,793 |
|
25,308 |
|
(2,066 |
) |
97,035 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Income from operations |
|
15,893 |
|
215 |
|
2,066 |
|
18,174 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Other income (expense) |
|
|
|
|
|
|
|
|
| ||||
Interest Income |
|
348 |
|
|
|
(3 |
)(f) |
345 |
| ||||
Interest Expense |
|
(826 |
) |
(1,331 |
) |
731 |
(e),(f) |
(1,426 |
) | ||||
Loss on deconsolidation of subsidiary |
|
|
|
|
|
|
|
|
| ||||
Other income (expense), net |
|
14 |
|
(618 |
) |
|
|
(604 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Other income (expense) |
|
(464 |
) |
(1,949 |
) |
728 |
|
(1,685 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Income before taxes |
|
15,429 |
|
(1,734 |
) |
2,794 |
|
16,489 |
| ||||
Income taxes |
|
4,631 |
|
|
|
98 |
(h) |
4,729 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Income from continuing operations |
|
10,798 |
|
(1,734 |
) |
2,696 |
|
11,760 |
| ||||
Income from discontinued operations net of tax |
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Net income |
|
10,798 |
|
(1,734 |
) |
2,696 |
|
11,760 |
| ||||
Net income attributable to non-controlling interests, net of tax |
|
(4,678 |
) |
4 |
|
|
|
(4,674 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Net income attributable to stockholders |
|
$ |
6,120 |
|
$ |
(1,730 |
) |
$ |
2,696 |
|
$ |
7,086 |
|
|
|
|
|
|
|
|
|
|
| ||||
Net income per weighted average basic share attributable to ATN International, Inc. stockholders: |
|
|
|
|
|
|
|
|
| ||||
Continuing operations |
|
$ |
0.38 |
|
|
|
|
|
$ |
0.44 |
| ||
Disontinued operations |
|
$ |
|
|
|
|
|
|
$ |
|
| ||
Total |
|
$ |
0.38 |
|
|
|
|
|
$ |
0.44 |
| ||
|
|
|
|
|
|
|
|
|
| ||||
Net income per weighted average diluted share attributable to ATN International, Inc. stockholders: |
|
|
|
|
|
|
|
|
| ||||
Continuing operations |
|
$ |
0.38 |
|
|
|
|
|
$ |
0.44 |
| ||
Disontinued operations |
|
$ |
|
|
|
|
|
|
$ |
|
| ||
Total |
|
$ |
0.38 |
|
|
|
|
|
$ |
0.44 |
| ||
|
|
|
|
|
|
|
|
|
| ||||
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
16,092 |
|
|
|
|
|
16,092 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Diluted |
|
16,198 |
|
|
|
|
|
16,198 |
|
Notes to Unaudited Pro Forma Condensed Combined Financial Information
(Amounts In Thousands, Except Per Share Data)
(a) The historical presentation of CAH was conformed to the presentation used in the unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statements of operations.
(b) ATN has completed its preliminary assessment of the fair value of assets acquired and liabilities assumed of CAH. The consideration transferred consists of $52 million of cash and the proceeds of a $60 million loan. The consideration transferred is allocated to the CAH net assets acquired, with the excess allocated to goodwill. The tables below represent a preliminary allocation of the total consideration transferred based on managements preliminary estimate of their acquisition date fair values:
Consideration Transferred |
|
$ |
112,301 |
|
|
|
|
| |
Preliminary purchase price allocation: |
|
|
| |
Cash |
|
9,108 |
| |
Accounts receivable |
|
6,327 |
| |
Other current assets |
|
9,104 |
| |
Property, plant and equipment |
|
109,009 |
| |
Identifiable intangible assets |
|
18,647 |
| |
Goodwill |
|
18,144 |
| |
Other Assets |
|
574 |
| |
Accounts payable and accrued liabilities |
|
(18,506 |
) | |
Advance payments and deposits |
|
(7,824 |
) | |
Deferred tax liability |
|
(2,935 |
) | |
Pension liability |
|
(29,126 |
) | |
Non-controlling interests |
|
(221 |
) | |
|
|
|
| |
Net assets acquired |
|
112,301 |
|
(c) Eliminates acquisition related costs since these costs are direct and incremental to the Acquisition and are not expected to recur.
(d) Reflects the adjustment to depreciation and amortization of CAHs tangible and intangible assets arising from their estimated fair values and useful lives. The estimated depreciation and amortization as if the Acquisition had occurred at the beginning of the twelve and three month periods presented are as follows:
|
|
|
|
|
|
Depreciation and |
|
Depreciation and |
| |||
|
|
Estimated |
|
|
|
amortization |
|
amortization |
| |||
|
|
useful life |
|
Fair |
|
expense |
|
expense |
| |||
|
|
(in years) |
|
Value |
|
(twelve months ended 12/31/2015) |
|
(three months ended 3/31/2016) |
| |||
Telecommunication equipment |
|
1-15 |
|
$ |
86,126 |
|
$ |
9,558 |
|
$ |
2,390 |
|
Buildings |
|
30 |
|
12,679 |
|
423 |
|
106 |
| |||
Office and computer equipment |
|
1-3 |
|
2,723 |
|
923 |
|
231 |
| |||
Furniture and fixtures |
|
3 |
|
79 |
|
26 |
|
7 |
| |||
Land |
|
- |
|
1,004 |
|
|
|
|
| |||
Transportation vehicles |
|
4 |
|
1,153 |
|
288 |
|
72 |
| |||
Construction in progress |
|
- |
|
5,245 |
|
|
|
|
| |||
Total property, plant and equipment |
|
|
|
$ |
109,009 |
|
$ |
11,218 |
|
$ |
2,806 |
|
|
|
|
|
|
|
|
|
|
| |||
Goodwill |
|
Indefinite |
|
$ |
18,144 |
|
$ |
|
|
$ |
|
|
Spectrum |
|
Indefinite |
|
7,623 |
|
|
|
|
| |||
Franchise |
|
Indefinite |
|
2,400 |
|
|
|
|
| |||
Customers |
|
9-17 |
|
7,800 |
|
1,539 |
|
385 |
| |||
Other intangibles |
|
10 |
|
824 |
|
82 |
|
21 |
| |||
|
|
|
|
$ |
36,791 |
|
$ |
1,621 |
|
$ |
406 |
|
|
|
|
|
|
|
|
|
|
| |||
Pro forma depreciation and amortization expense |
|
12,839 |
|
3,212 |
| |||||||
Historical depreciation and amortization expense |
|
25,719 |
|
4,969 |
| |||||||
Pro forma adjustment to depreciation and amortization expense |
|
$ |
(12,880 |
) |
$ |
(1,757 |
) |
(e) CAHs pre-Acquisition debt, excluding amounts in working capital, was retired by the seller prior to the close of the Acquisition. This entry eliminates the debt from the balance sheet and the interest expense from the statement of operations.
(f) ATN transferred $112 million of consideration to acquire CAH. This consideration consisted of $52 million of cash and the proceeds of a $60 million interest only loan maturing in ten years bearing a fixed interest rate of 4%. This entry records the reduction to cash, increased debt and interest expense, and eliminates the yield on the cash transferred.
(g) The CAH purchase price included an adjustment equal to the funded status of CAHs pension plans at the close of the Acquisition. The funded status is equal to the difference between the fair value of the pension plan assets and the fair value of the pension obligations. At close of the Acquisition, the pension obligation exceeded the fair value of the pension plan assets resulting in a CAH recognizing a liability in its financial statements. The entry adjusts the carrying value of the liability to equal the funded status of the obligation.
(h) To record income tax expense at an estimated statutory tax rate of 39.5% on pro forma adjustments as appropriate above.
(i) ATNs acquisition of CAH was considered to be an indicator of impairment. For the twelve months ended February 29, 2016, CAH recorded impairment charges to property, plant and equipment, intangible assets, and goodwill. These impairment charges reflect the estimated valuation of the assets. ATN does not expect similar impairments to recur in future periods.
(j) Certain CAH assets with a book value of approximately $5 million were excluded from the Acquisition and sold by CAH to third parties prior to May 31, 2016. This entry eliminates $0.1 million of revenue, $0.2 million of general and administrative expenses, and $0.2 million of depreciation from the 12 month pro forma statement of operations and $0.1 million of depreciation from the 3 month pro forma statement of operations related to the excluded assets.