Michael Prior - President and CEO Justin Benincasa - CFO

Ric Prentiss - Raymond James Barry McCarver - Stephens Incorporated Hamed Khorsand - BWS Financial

Thank you, operator. Good morning everyone and thank you joining us on our call to review our third quarter results.

With me here is Michael Prior, ATN's President and Chief Executive Officer. And we'll be doing the usual.

Mike will be covering -- I'll be covering the relevant financial information and Michael will be providing an update on the business. Before I turn the call over to Michael for his comments, I'd like to point out that this call and our press release contain forward-looking statements concerning our current expectations, objectives and underlying assumptions regarding our future operating results and are subject to risks and uncertainties that could cause actual results to differ materially from those described.

Also in an effort to provide useful information to investors, our comments today include non-GAAP financial measures. For details of these measures and then reconciliations to comparable GAAP measures and for further information regarding the factors that may affect our future operating results, please refer to our earnings release on our website at atni.com or to the 8-K filing provided to the SEC.

And I'll turn the call over to Michael.

Thank you, Justin. Good morning and welcome everyone.

This quarter was a great first step towards seeing our recent investments start take shape and reaping the benefits of putting our balance sheet to work. Those benefits are most clear in the international telecom segment where we invested cash, assumed debt, and contribute subsidiary level equity into two businesses that are centered on markets we know very well, mainly Bermuda and the U.S.

Virgin Islands. During the quarter, we completed most of the work involved in integrating the teams and businesses and synchronizing key processes and functions.

We are also moving quickly on areas we have identified both pre-close and post-close as needing attention or requiring investment to improve the customer experience. There is certainly 20 more to be done in all areas including network, care, and systems, but there's nothing we've seen that we believe will stand in the way of taking these businesses to the next level of performance.

Meanwhile, we saw the result of some good and smart work improving operating efficiencies in some of our other businesses, including the balance of international telecom and in U.S. telecom.

In the former that's added to the year-on-year growth and EBITDA and in the latter, it offset part of the impact of the anticipated year-on-year revenue decline. In renewable energy, we enjoyed the benefits of an unusually dry summer in the United States as well as some contract escalators and continue to pace with our investment in building in India.

Lastly, we managed to pay lawyers and bankers that left this quarter, which helped the bottom-line. As investors may recall, we incurred very high transaction and related expenses over the past three quarters and we view those levels as unusually high even with our history of transactional activity.

All right. With that I will turn over to more specifics by segments starting with U.S.

telecom. In U.S.

telecom, we continue to work with our major carrier customers to help alleviate the margin pressure thereunder, while at the same time, ensuring there's future path for our wholesale business to make sense for us. This past quarter was quite consistent with our expectations of where we expected to be in that process and the impact on revenues.

Revenue and profits were lower compared to last year. Although as I noted, our team did a good job of finding additional operating efficiencies to help with us adapt to the current climate and offset a portion of that impact.

The trends behind this business remain the same; data volumes continue to climb, but rate adjustments and other concessions more than offset the revenue benefit of those volume increases. Those impacts on year-on-year comparisons will continue to be felt consistent with prior guidance for another quarter or two and after that, while there may be some lingering effects, we expected overall comparisons will become easier.

We continue to work on additional revenue streams and further cost reductions, but there are not a lot of easy wins and therefore, it is far too soon to judge whether we will be successful in that regard. On the wireline part of the segment, in August, we announced an agreement to sell our fiber and other wireline operations in the Middle East [ph] to a larger player in the regions owned by Oak Hill Capital Partners.

This business simply did not have enough scale and we believe a negative [ph] for ATN made good strategic sense. We made our first investment in this business more than a decade ago and we are very appreciative of the efforts of the leadership and employees over the years to expand and upgrade the business including extensive fiber builds and underserved towns and communities.

And we're confident those benefits will be enjoyed by customers for years to come and indeed enlarged and expanded as part of the new company. We expect the transaction to close by early 2017 and just give you a sense of the size or impact, this business generates about $21 million in revenue annually.

The current EBITDA margins are much lower than our consolidated margins. And thus we expect the deal to have an immaterial effect on EBITDA and because of the level of capital spending involved in it today to be the accretive to free cash flow and net income.

Moving to international telecom, as I covered in the overview, the main news here is seeing the impact of the two transactions. While there will be puts and takes, we believe there's plenty of opportunity to improve these businesses and their financial performance.

Right now we're working on a number of areas; customer care upgrades and improvements, retail operations and branding, network quality assessments and improvements, network expansions, and operating efficiencies and synergies in all areas. Our approach is to move fast on the clear needs and biggest improvements from the customer standpoint and move more deliberately and carefully on the efficiencies and synergies that don't provide a significant near-term benefit to customers.

And we recognize that our plans and expectations will inevitably has to be modified as market realities such as the competitive environment evolve. So, what does all mean from a financial standpoint?

Well, it means getting these businesses into an area of healthy and sustainable operating margins will take a little time, but if we are successful, there will be signs of progress in 2017. It also means that capital expenditures may be higher in the near-term, but will level out as the critical elements of the network plan are addressed.

I noted as well that network investments will vary by market, but there is a common element at the moment of mobile network 4G expansions happening in multiple markets in the same timeframe tearing into the middle 2017 and Justin will cover this in a little more detail when he talks about capital expenditures. In terms of growth, the main opportunity will be in growing data revenues, whether wireless or wireline.

This primarily will come through higher data penetration rates in places like the Cayman Islands, Guyana, and the U.S. Virgin Islands.

And some simple subscriber information across our international telecom segment to understand where things were at the end of September. We had approximately 94,100 high-speed data subscribers.

We had 61,200 video subscribers. We had 187,600 voice lines that's fixed and 313,500 wireless subscribers.

And the first number I gave you the high-speed data is fixed. We will -- we're also looking at providing additional operational metrics.

But at this point, I think it's a little too soon to get more granular having just absorbed all these systems and databases. One other thing to mention before we move on to the next segment.

As some of you may have noticed, hurricane Nicole went right over Bermuda in October. In fact the eye of the hurricane, which I think was category three at that time, passed over and surrounded the territory.

Bermuda is a remarkable place and despite this engulfing, there was no loss of life and I would like to thank KeyTech Group's employees for their dedication and hard work in swiftly restoring service to our mobile, video, and high-speed data customers despite damage and massive power outages. So, we don't expect this storm to have a material impact on the segment results for the fourth quarter and again, are grateful for both our employees and customers for safe and for the excellent work in quickly restoring the service.

In renewable energy, revenue from existing domestic production facilities was up nicely over last year to primarily to the severely dry and thus sunny summer weather in our areas of operation, but as I mentioned before there are other benefits as well including contract escalators. Meanwhile development of new solar facilities in our vibrant energy business in India continue to pace.

We remain optimistic that we will have the first 11 megawatt facility ready for service and generating revenue in the current quarter and that we will have at least 50 megawatts in total facilities ready for service in the first quarter of 2017. We will provide a better sense of the incremental revenue and other impacts on our P&L with our fourth quarter results.

While the operating team continues to acquire critical land and grid connections where we have clear indications of customer demand, the next phase to achieving our broader goals building and operating hundreds of megawatts facilities in India will be securing the project debt financing on the initial sites. And this is a process we would like to complete in the first quarter of 2017 or soon thereafter.

In summary, this was a great step forward in understanding the composition of our business and revenues following our recent investment activity. We have much work to do and much opportunity in the months and quarters ahead.

As investors will know despite all of this activity, we still have significant balance sheet capacity. In telecom, we're always looking at potential investments, but we're spending a little less time on that today given our focus on integration and internal investment.

In renewable energy while we're similarly focusing most of our attention on the new business in India and our existing facilities in the U.S., we are still active in the market. This is a business where development and strategic investments are ordinary course.

Also as I noted, there was some good work done in select areas the U.S. and international telecom segments on identifying and realizing cost savings help maintain the sound competitive footing and sustainable model.

We are appreciative of those efforts and they will continue. Lastly we're very pleased with the current configuration of ATN's business.

In telecom, we have a balanced mix of domestic and international services and of wireless and wireline. In renewables, we have the experience of solid base of producing assets domestically that we are leveraging and what is probably the world's fastest growing market for solar power.

And in both telecom and renewables, we're bringing services primarily to underserved markets and that is something of which we're all very proud. And now that I've avoided ending my talk of the proposition, I'll turn the call back over to Justin.

Thank you, Michael. For the quarter total consolidated revenues were up 43% to $138.8 million compared to the prior year period.

While consolidated adjusted EBITDA increased 17% to $46.4 million representing a margin of 33%. In telecom services, our financial results for the quarter were impacted by several organic and acquisition related factors.

First our U.S. telecom segment revenues declined 12% from the prior year period to $47.6 million and adjusted EBITDA was down 19% to $24.3 million.

This performance was in line with our expectations and as we previously discussed as Michael noted, this is due to the impact of the renegotiated wholesale roaming contracts with lower rates, an impact that was partially offset by higher roaming traffic volumes. With nine months completed, we slightly increased our revenue guidance for the segment to be between $170 million and $180 million and are still expecting adjusted EBITDA margins in the mid-40s for the full year 2016 as some of the rate reductions took effect a little later in the year than we originally anticipated.

In the international segment, revenues -- segment revenues significantly increased by 125% or approximately $47.4 million and adjusted EBITDA increased 118% to $24.7 million. These increases in the year-over-year period reflected the full quarter impact of our acquisitions in Bermuda that closed early May and the USVI acquisitions that closed on July 1st.

In addition, EBITDA also benefited from lower operating expenses in Guyana this quarter compared to earlier quarters this year and the comparable period last year. We plan to make investments in these acquired businesses in the short term in areas such as marketing and network support that should ultimately benefit revenues over the long-term, but we will continue to focus on driving margin improvement overtime to our benefit to scale and shared service efficiency.

In the renewable energy segment, revenues increased 17% while adjusted EBITDA was up 4% to $4.1 million. Revenue growth as Michael noted was particularly strong this quarter due to better than average production quarter, particularly in the Northeast markets along with contract rate escalations.

As you know, the last quarter, EBITDA growth lag revenue growth due to the increase in operating cost incurred related to our India investment as we worked to bring those facilities online in late of the fourth quarter and into 2017. Operating income for the quarter was $22.1 million as forecasted.

Last quarter, we incurred $2.1 million of transaction-related charges mainly due to the bankruptcies [ph] associated with USVI acquisitions. Also impacting operating results this quarter was $21.9 million of depreciation and amortization expense, which included $7.3 million of additional expense related to the Bermuda and USVI acquisitions.

We expect to see this level of quarter -- quarterly D&A to continue throughout 2017. Included in operating results for the quarter was non-cash stock-based compensation expense of $1.4 million and that compares to $1.2 million in the third quarter of last year.

And our effective tax rate for this quarter was 45% and in the range what we would expect for the full year 2016. Net income for the quarter totaled $7.2 million or $0.44 per share.

Turning to the balance sheet, we ended the period with cash and short-term investments of $288 million after using approximately $60 million of cash on and close the USVI transaction. Year-to-date cash provided by operations was $92 million and total debt outstanding at $118.9 million which does include the additional $60 million of debt negotiated and what we believe to be favorable terms as part of the USVI acquisitions.

Capital expenditures for the quarter, totaled $35.7 million which puts us at $78.5 million year-to-date of $35.7 million for the quarter approximately $10.3 million was incurred by our U.S. telecom operations, $14.3 million by our international telecom segment and $10.1 million in the renewable energy segment.

As we noted, in our release and Michael also commented on as well as several concurrent telecom network expansions and upgrades are underway in several of our international markets. All these investments were considered and plan as part of our acquisitions in Bermuda and the U.S.

Virgin Islands, but they do result in a higher than normal level capital expenditures in the near-term. Exact timing is always difficult to precisely predict, but we're currently estimating that telecom capital expenditures in 2016 will be between $95 and $110 million and our projected 2016 bill spend in renewable energy segment remains at between $40 million and $50 million.

So, summing up, this was the first quarter in which our results reflect ATN's new profile and we’re pleased that these results were very in line with our expectations and provided a solid base in which we build revenues, profitability and returns. And with that operator, we would like to turn the call over for questions.

Thanks. Good morning.

Can you hear me, okay guys?

Yes. We can’t hear the operator, but we can hear you Ric.

Okay, good. I was all worries there.

Well, first glad to hear Bermuda operations made it through safely through the hurricane, our thoughts were always with 3 point being a Florida, boy, we're always watching those storms, so I'm glad to hear everybody made it through okay.

Yes. Thank you.

Also glad -- kind of a clean quarter, so it makes a little bit easier this quarter. When we think about the new acquisitions that you've brought on, that there are in there for a full quarter this time what kind of seasonality is there in the businesses that you've bought?

Not very much at all because most of what we bought is fixed line, which doesn’t really have the same seasonality. There's a little bit of increase in accounts in summer months in place like Bermuda, but it's really immaterial.

When roaming used to have -- the roaming revenue used to have the bigger impact, you had a little bit more of that, but is that kind of shrinking revenue stream -- what we've acquired really.

And so there's really any seasonality from landline, people turning off their phones or any -- like sometimes colleges or tourist destinations, but would like pretty normal business that can just grow as you invest in that.

That's right.

Okay. With the fiber in the Northeast the FiberNet [ph] sale, any thoughts, and I think you said closing early 2017; any thoughts on when you might move that to a discontinued ops pipe item or would you just do it at sale?

It doesn't technically. They tightened up the rules on what qualifies for that and what doesn’t and it really doesn't qualify.

Okay. What you've given us that historically we would remember get out some of the stuff, but it does $21 million a year in revenue ballpark and the EBITDA is pretty minor, if I remember right, it was like kind of plus or minus of the [Indiscernible] point.

Yes.

And when you say CapEx, could drop, how much CapEx have you been spending in that area, what might we think the reduction or removal of that business next year might mean?

On CapEx?

Yes.

It did had -- we feel it back on the CapEx is -- so it's not a couple of million probably this year. So, it’s a not a big number, prior to that was a bigger number in years past.

It was maybe 17 last year, something like that.

Okay.

But this year not -- not that much this year. It’s not a big number within the U.S.

telecom fees.

Good. Okay.

I was just remembering back when you used to get more specificity on that one. And then final question is on -- in the general CapEx, it did raise from the prior guidance, I think about $15 million for telecom CapEx this calendar year.

Talk a little about what's happening and the change there, because I thought the change already reflected the thought of what would be in the acquired companies. And then as we look forward, I think I heard you say D&A, there's a good run rate, but what should we think CapEx levels in 2017 versus this year given just a part year [ph] of the acquisitions this year?

I'll answer one piece of and Justin will answer most of it. I think one other thing that happened in the capital expenditures this year so far and with our updated guidance is some of the projects we're looking on at in Guyana, there's the judgment how you -- how much you can get done in a year and we're actually getting bit more done than we had expected.

We've got -- made your wireline network improvements as well as a wireless EMPS HSPA network going up relatively rapidly and will be mostly completed this year or will be completed this year.

Some of that -- sorry, look I'll add, some of that increase as Michael just discussed comes out of a market like Guyana. Some of it is just shifting timing, right, and that's where I'm trying to get the cost.

You can -- we easily swing big amount just when a vendor PO gets put in sent out, so that it can move around a lot within quarters.

And quarters could get slip into which year does it pop into which is why they're just trying to gauge as we look at a full clean quarter and third quarter and CapEx was in the $36 million range, but seems be going up. How should we think about -- given what you've said for CapEx this year, how much can we think that roughly ballpark or some kind of estimation of what CapEx might look like on a normal course of business next year then given what the guidance is for this year?

I think we -- let's break it into segments, right. I think on the U.S.

telecom segment, we should bring CapEx down on that segment, right. If we're in a position where revenues are flattish, then we can't spend the CapEx we spend.

So, needs to come down. On the U.S.

-- on the international telecom side, I think we'll still see elevated levels in 2017, right because there's going to be -- parts of that are going to have to carry into the first and second quarter of year for sure, right. So, they'll still continue high to into a good part 2017 and probably trail down towards the backend.

On the -- and then the wildcard -- not the wildcard, but really the balances then on the solar side, they will still be heavy going into 2017, depending on -- and I almost look at that as more M&A than I do with CapEx, right because the entire investment going into India to build those markets.

Okay. All right.

That helps. Appreciate it.

Thanks guys.

Sure.

Hey, operator, your mike is not working well. Can you try to just jiggle it a little bit, because we can barely hear who you're introducing?

Hey, good morning gentlemen. I think I heard my name, so I think my mike is open.

I wanted to continue -- who've owned now the Virgin Islands and the new Bermuda properties for a quarter now, so wanted to get a bit more visibility now that you know those properties a bit better. Could you go into some specifics in terms of what you're spending on capital, is it network, is it 3G, 4G, are there backend operating systems, billing systems, what are you specifically spending on in those market?

Well, we're spending on really all of the above, but thinking of the numbers. Big numbers are in both market LTE network rollout, which some degree is not really -- in especially in Bermuda not really triggered at all by the acquisition or the transaction.

And -- so that's a fairly big number. And then in -- on the wireline side, we have things we knew of and things we found as you do post-close in the network that needs spending work in terms of remediating issues on the video network or systems underlying the data network.

And then there's build -- fiber builds and extension to make enough to increase the and make the network more competitive and more attractive in the customer experience that are naturally the -- that's really more in Bermuda and Cayman than the Virgin Islands. So, on the Virgin Islands, the biggest thing is wireless and then fixes the network, but there are -- there is some wireline expansion as well.

In terms of billing systems, we're don't have any wholesale to replace kind of projects underway, there definitely is some cost associated with incorporating and integrating systems, but it's not -- nothing like what we have dealt with when we bought the wholesale properties back in 2010.

Okay that's very helpful. Just discontinuing on those markets, if you could -- if I think about what you talked about before you close on those, if I recall correctly, those were a bit lower -- quite a bit lower EBITDA margins than your other properties, there's obviously synergies when you consolidate in and I think you had ideas operating synergies on the ground.

Could you talk about where we were pre-close EBITDA margin? What you think you can get those new acquisitions do and over what timeframe?

You want to do the first part?

Yes, I mean when we bring those on, those margins were kind of high -- around low 20s, high teens to low 20s if you will in those markets. We do think we can bring them north to more -- in the--

I would say near-term mid to high 20s and that's not next quarter, it's not going to happen instantly. And then longer term, looking around at these businesses, healthy margins would be in the 30s and may be even 40 depending on the capital spending profile.

I would say the high end all that is a wage [ph] away and we're going to be cautious about it. And as I said in my remarks, I mean a lot of that is you got to be careful we're really much more focused on making sure we get off to the right start and has and built the network and processes and team that that can in some cases continue and in some cases you for the first time really deliver a very high quality customer experience.

And that to me by far the most important thing to do to preserve the value of the business and the investment.

Okay. And then moving over to Guyana, you mentioned a little bit lower cost margin improvement there.

I think you talked about the lower marketing expenditures, is my recollection that a year ago marketing expenditures were elevated due to a response to competitors in that market. So, could you talk about what factors are driving spend there and what the competitive situation is looking at right now and has that changed?

I could take part of that and I'll let Michael talk about the -- maybe the competitor. A year ago we had -- we rebranded that market.

We had a lot of kind of rebranding costs that were in some kind of one-time legal cost that will run through that. So, -- and I think is -- that was where we saw basically a year ago period and really didn't carry into the kind of first half of the year I think where we're running now on expenses in the maintainable levels going forward.

And I'll let Michael talk little bit more about how comp competitor sides.

Well, yeah on competitor side we have more to do there on the wireless side to make sure we're -- I think we started to see real improvements in our competitive footing and some improvement you know and some of that reflected in share but its early days. And I think there is more to do and wireline is different there because it's well in theory, there's exclusivity, it's not really and then there may be more to come there.

So, we just kind of have our head down on that side as they look we think there's real overall growth in this market potential and we're going to continue to rollout faster and better data services on both wireline and wireless.

Okay. And then my last question is on the renewables margin and expenses.

I think you said in the script that expenses were down a little bit; you spent a little less money on lawyers on this quarter. If you look at going forward and try to get a sense on what is the development spending is, do you have an appetite for additional projects for observational [ph] countries, are we are going to still see elevated spending issue look to expand that portfolio or do you have enough on your plate now for next couple years getting the [Indiscernible]?

I think we do have enough on our plate in some respect. We're fine with where we are but you know our view on transactions and the renewable team is that you got to keep your eyes open and the opportunistic.

You can't -- you don't want to pass up something that is a good strategic fit and good value. So, I think we look at those, I think that if you look at us over time we've always looked at a lot of things that we always have some sort of dead [ph] deal cost and walking around transactional cost.

They were really extraordinarily high in the past three quarters through unusual set of circumstances that I don't think are likely to repeat themselves unless we're really doing very you know again multiple deals at the same time very significant size. But even our kind of busted deal expense were really extraordinarily high and I think we're taking measures to make sure that that's hard to happen again, I can't say never but I don't expect this will rise to those levels legally.

Okay. Thank you very much gentlemen.

Sure.

Hey, good morning, guys. I think you got most of my questions have already been answered.

But on the -- I guess on the U.S. telecom if I think about your guidance for full year there you were expecting another turndown in the fourth quarter, how much of that is driven by just the seasonality of the wireless business versus the ongoing -- kind of repricing of rates?

It's a little bit of both, but I think as these contracts have -- gotten renegotiation, seasonality is less and less of an impact. And it's probably somewhat less -- the third quarter used to be a big seasonal high for us, right.

And then I think as these rates in volume here kick-in that gets less and less of the impact. So, I think that's a long way to answer.

Yes, fourth quarter definitely is usually a lower quarter for both traffic volumes, but is also the lowest rate here. So, you got a little bit -- it's probably more rate driven than seasonality that brings the fourth quarter down.

Okay. And then I guess Michael mentioned the cash in the balance sheet was there and the fact that you are still integrating some assets and probably not too focused on deals, but thinking about your three business segments, looking out over the next couple of years, where are we most likely to see you do a deal or what are you seeing in the market today that might become attractive?

I think there's a mix Barry, the best way to look at it is there's two things, are there businesses that look attractive in terms of the fit with us. We understand them, we like the business we want to be and what the values are in the market on those.

Right now I would say there are a fair amount of attractive assets from all, but the value point in both telecom and renewables -- more so in renewables. Definitely more activity there that can fit with our size because in telecom, so much has been consolidated.

But because of the asset values, there's a lot of people looking to sell businesses that you know either a private equity-owned and they are looking for an exit or our smaller players and they are just looking to capitalize on where market prices are. So, for the -- right now I -- you'll -- it's hard to find things that are going to be with us moving our focus, but we -- I would say there any quarter we're certainly looking at something.

We're not -- so something could move along the point we're interested. Going longer term, it feels today less likely that U.S.

telecom would be in terms of acquisitions where we put the money, but I'm not sure there might not be some interesting organic opportunities there. So, I've learned over time not to forecast that too far, because markets can change pretty quickly.

Very helpful. Thanks guys.

Sure.

Hi, good morning. So, my question was you said -- you had a comment earlier about the U.S.

wireless business and how it was actually trended higher for you as far as where discount happen if I remember properly. Does that mean that volume -- I remember this was volume discount basis, so does mean that volumes have been trending at a slower pace for you than expected?

So, does that mean the carriers are bypassing your network in some way?

No, that wasn’t it. I think maybe you misheard Hamed, but the -- I think what we were referring to was the fact that some of the price -- in terms of the guidance we've given, some of the price reductions kicked-in slightly later than we thought.

So, that's all that was, otherwise, it's really been consistent broadly with our expectations on volume and price.

Okay. And do those discounts continue on into 2017?

Yes, I mean there has been a reset in terms of rates and volumes. And so if you think about the revenue we'll get for a given network size that that's gone down really for each carrier.

There are areas where there could be increase in some, but it’s the overall just kind of a reset down.

And then as far as the acquisitions are concerned now that you have larger presence in Bermuda and U.S. Virgin Islands, are you managing this business from a cash flow perspective versus growth?

I think we always look at cash flow. It’s a question of whether its near-term or long-term and I think we -- one reason we're careful on our balance sheet is we always want to deal with that for the long-term returns.

But -- so I -- that's a way of saying that we -- there's a mix, right; where we think growth -- there's risk reward looks good from a returns basis, we invest in growth. Where we don't see the growth, we're careful.

And we just try to run these business in a way that is sustainable over time. Right now I would say we're clearly focused on making sure the customer experience is strong, that brand is strong, and that we had -- we lower risk and increase the price -- I would say lifetime value of the asset.

All right. Thank you.

Sure.

No further remarks everyone. Thank you for joining the call and we'll be talking to you again in another couple of months.

Take care.