ATN International, Inc. (ATNI) Q3 2013 Earnings Report, Transcript and Summary

Good day, ladies and gentlemen, and welcome to the Atlantic Tele-Network Third Quarter Earnings Conference Call. [Operator Instructions] As a reminder, this conference call is being recorded. Now I'll turn the conference over to your host, Chief Financial Officer, Justin Benincasa. Please begin.

Good morning, everyone, and thank you for joining us on our call to review our third quarter 2013 results. With me here is Michael Prior, ATN's President and Chief Executive Officer. During this call, I'll be covering the relevant financial information and certain operational data, 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 on these measures and 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 the 8-K filing provided to the SEC. And I'll now turn the call over to Michael.

All right. Thank you, Justin. Good morning, everyone, and thank you for participating in today's call. Looking at the strategic highlights first for the third quarter and the first 9 months of 2013. First, we closed on the sale of our domestic Alltel assets for proceeds of about $804 million. That's subject to a final working capital adjustment. And it represents a net gain of $504 million pretax. This is as transformational a transaction for ATN as was the purchase of the Alltel assets in April of 2010. And it gives us the resources to take advantage of market opportunities to build upon the substantial value created by the investment. Importantly, our remaining operations are performing well. Our domestic wholesale business is benefiting from higher traffic volumes. Our international wireless business is growing revenues and benefiting from additional scale. And our wireline business is finishing up a major expansion of our middle-mile fiber network in the rural northeastern U.S. And there are several areas within our existing footprint, where we see potential for future growth and revenues and/or operating profitability, and we're making the requisite investments to capture those opportunities. Whether we are reinvesting in our existing businesses or evaluating acquisitions or new ventures, you can be sure that we will remain disciplined in our criteria, but flexible in the structuring and timing of potential transactions. We are always actively looking for ways to grow. So moving on to a closer look at the performance of our continuing operations. I'll start with our domestic wireless business. As reported, U.S. wholesale roaming revenues were up 13% year-on-year to nearly $33 million in the third quarter, which is typically a seasonally strong operating period for this business, and we don't see any exception this year. But even more important, we estimate that revenues were up about 25% year-on-year, excluding results from the Midwestern properties we sold late last year. This is clearly excellent performance. To illustrate, last year at this time, we had about 659 -- well, we had exactly 659 base stations in service compared to 579 this year following the sale. So to absorb the loss of revenue from all those base stations and still grow at a double-digit rate is quite an achievement. Our domestic wholesale business is benefiting from increased data volumes. And to meet the growing data demand and generate increased revenue, we are continuing to expand capacity, coverage and capability in certain areas. In particular, we are in the midst of taking a number of remote 2G sites and upgrading them to 3G technology. So keep in mind that growth in volume is not all to our benefit. We have lower unit prices on data traffic and are committed to further reductions going forward. This will clearly offset some of the benefit of the volume growth, but we still expect to see overall reasonable returns for our recent and ongoing network investments to handle that growth. Also, just to mention, we launched a very small retail wireless business in the U.S. a year ago in areas served by our network, where there is typically little or no retail presence from other carriers. This is a nascent no-frills business with appropriately low cost, but our folks have done a very good job providing an excellent product to the underserved segment in these various sparsely populated markets. Moving on to international wireless. The revenues there continued to increase, posting 9% year-over-year growth for the third quarter and 10% growth for the first 9 months of this year. Each of our international wireless operating units achieved solid year-over-year revenue gains due to a mix of growing market share and increased ARPU due to data growth. At the same time, profitability is benefiting from the increased scale of these operations and are focused on cost containment. But we still have more to do in many of the individual markets, with some markets underperforming and others performing at a very high level. Across the board in this area, we continue to look for ways to add scale to these operations to boost growth and improve margins. In wireline operations, as reported, total wireline revenues increased 1% to $21.5 million, benefiting from the continued growth of our domestic wholesale long-distance voice services and higher broadband revenue in Guyana. More specifically, in the U.S., our traditional facilities-based business in the northeast had no overall revenue growth. While wholesale and wireline revenues such as carrier backhaul showed strength, there has been heavy pricing erosion in the enterprise market. The revenues from this business should get a boost in 2014 with our expanded fiber network coming online. A recent initiative of ours that I alluded to before is to service more of our long-distance traffic internally and to leverage this capability by offering it on a wholesale basis to customers. And this added substantially to U.S. wireline revenues and also provided a small boost to overall profitability. It's not a large addition at this point to the operating profit because like all of those businesses that operate at fairly thin margins, but it's a pretty nice example, again, of a successful but somewhat contrarian initiative by our team. In Guyana, our investment in our data capabilities is paying off with steady broadband revenue and customer growth. DSL subscribers grew over 30% annually. On the other hand, the voice side of the business in that market, both local calls and international calls, remains on a downward slope. Local minutes of use in Guyana have fallen 30% year-on-year. We believe that once there is a new regulatory regime in that country, our long-distance revenues are likely to take an additional hit with the loss of so-called exclusivity, but we would hope to see an increase in local calling revenues at the same time. So to sum up, this was another very good quarter overall and one in which the rate of operating profit growth significantly outpaced revenue gains. And this performance, I think, reflects our ability to work within our existing cost structure as we look for ways to grow our domestic wholesale and international wireless revenues. You also heard me refer to 2 nascent businesses within our current organization: The small retail operation out west and a small wholesale operation in the northeast. Neither is likely to move the needle in the short term, but they are emblematic of the innovative can-do approach we have within our company. In terms of the use of funds following the Alltel closing, we are actively looking at several opportunities, and we are working hard to remain tuned in to developments and emerging trends in our broad industry category, both domestically and internationally. And lastly, I don't want to lose sight of the successful closing of the Alltel transaction near the end of the quarter. It was a lot of work involved in obtaining regulatory approval and completing the other closing requirements, and both our corporate team here and the leadership group in Little Rock performed at a very high level to bring about the close and prepare for a smooth handoff of customers, network, systems and employees. That's much appreciated. With that, I'd like to turn over the call to Justin for a more detailed financial review.

Thank you, Michael. As you can see in our financial statement, this quarter has several unusual items, primarily related to the sale of our Alltel business that Michael mentioned closed in late September. I'll try to call out each of the relevant areas as I move through each section of the financial statement. Also note that we posted our results from continuing operations for each quarter of 2012 and the first 2 quarters of 2013 on our website. These are unaudited figures, so they're subject to slight reclassifications, but we thought the information would be helpful. Looking first at continuing operations, as Michael noted, the drivers of the third quarter results were similar to those of the second quarter. Revenues for the period were $79.4 million, up 8% from the same quarter in 2012, keeping in mind that this is traditionally the seasonally strongest quarter for our wholesale roaming business. Adjusted EBITDA was $35 million, up 22% over the same period last year, resulting in an adjusted EBITDA margin of approximately 44%. And that's up from 39% in 2012. Moving down the income statement. This quarter's operating income from continuing operations was $20 million, up 24% year-on-year, which included $2.6 million in transaction-related charges and a $926,000 of noncash stock-based compensation expense. Interest expense for the quarter was $7.1 million, inclusive of a one-time $4.7 million write-off of deferred financing cost associated with the extinguishment of our outstanding term loan debt with the sale of the Alltel -- with the Alltel sale proceeds. In the quarter, we also recognized a $5.7 million loss on our outstanding interest hedge contracts as they were no longer considered effective hedges with the payoff of all our outstanding debt. We subsequently terminated those contracts for a similar cash expense in October. Earnings from continuing operations for the quarter were $4.5 million or $0.10 per share compared to $9.1 million or $0.48 per share reported in the third quarter of last year. Our effective tax rate was 35% for the quarter and 38% year-to-date, which continued to reflect strong pretax earnings in our lower tax jurisdictions such as Bermuda. Below reported income from continuing operations is the loss on discontinued operation, and that reflects all the operations of the Alltel business for the quarter collapsed into one line, and then the gain on the sale recognized on the Alltel sale. The gross gain on the sale, as Michael mentioned, was $503.6 million and is recorded net of a tax expense of $198.4 million. Turning to the balance sheet. As of September 30, we ended the quarter with cash and cash equivalents of $594.3 million, plus an additional $78 million of restricted cash being held in an indemnity escrow account as part of the Alltel sale agreement, for total cash balances of approximately $672 million. Assuming no claims against the escrow are made, this restricted cash would come back to ATN at 25% after 180 days, 25% after 360 days and the remaining 50% after 18 months. The 50% after the 18 months or $39 million is recorded as a long-term restricted -- as long-term restricted cash. As we noted in our press release, we anticipate a tax payment related to the gain on the Alltel sale of approximately $250 million, along with a distribution to minority stockholders of that business of $28.7 million. The tax payment is expected to be made by the end of 2013. And I guess, needless to say, we feel that we're doing our part to eliminate the nation's debt. For the quarter, capital expenditures will continue to operate -- from continuing operations were $15.5 million, of which approximately $4.4 million was incurred by our U.S. wireless wholesale business, $3 million by our international telephony segment and $4.5 million at our U.S. wireline segment as we continue the near completion of our fiber network build in the northeast. 9 months capital expenditures were $55.2 million. And for the full year 2013, we expect capital expenditures from continuing operations to be between $70 million and $80 million, with roughly 1/2 of that being incurred by our domestic wholesale roaming business. And just some additional operating data for the quarter. Michael already pointed this out, but we ended the quarter with 579 base stations in our U.S. wholesale wireless territories. MOUs within those markets adjusted for the Midwest sale were up 15% from last quarter, but down 8% from Q3 2012. Data traffic was up 37% from last quarter and up 92% from the same quarter last year. In the U.S. wireline segment, business lines increased 61% from a year ago and 9% from last quarter, ending the quarter at approximately 106,400 access line equivalents. And then internationally, access lines remained consistent at about 150,000 lines. So to sum up, our continuing operations continue to perform well. And pro forma of the Alltel tax bill and the minority distribution, we have over $390 million of cash and no debt, which leaves us, we feel, with a significant amount of financial flexibility as we move forward. And now, operator, we'd like to open the call up for questions.

[Operator Instructions] First question is from Ric Prentiss of Raymond James. Richard H. Prentiss - Raymond James & Associates, Inc., Research Division: A couple of questions. First, congrats on the Alltel transaction. Nice victory lap on that one. Had one closing question on that one. Nice to see the SEC was able to get back to work and get the deal approved and closed. It did take a little longer than people might have first thought. But there were no divestitures, no spectrum divestitures, no subscriber divestitures? What kind of market share did you have in the area, just trying to gauge what the FCC's comfortable with these days?

Yes, I don't have that off the top of my head. I'm not sure whether we can provide that. Richard H. Prentiss - Raymond James & Associates, Inc., Research Division: Maybe not down to a decimal point, but was it kind of greater than 20%, in the teens, in the single digits, just kind of even order of magnitude anecdotal kind of thought?

I think the way to answer that from an anecdotal standpoint is that in those markets, overall, Verizon was much larger than us. But more importantly, AT&T typically had a very small market share. And in some of the more interior markets, they were -- they had virtually no presence. And so that's why this was an unusual transaction, and it really filled a hole nicely for them in terms of network and retail presence. And so we felt that, that's why it always should get approval and would make sense. And so I think the facts were different than some of the other transactions you would see out there or at least potential transactions. Richard H. Prentiss - Raymond James & Associates, Inc., Research Division: Sure. Okay. That makes sense. And then you mentioned that you're starting to do the 2G to 3G upgrades at some of the Commnet sites. Are you putting in multimodal base stations? And why not go ahead and add 4G LTE if you have the spectrum available in those markets?

Well, I think in -- we -- I think the 4G LTE in some cases, it would be a relatively easy upgrade for us, although in some cases you're right that we -- to put it in now without the traffic on it wouldn't make any sense, and we don't always have excess spectrum to do so. But in some cases, the upgrade will be fairly easy once the demand is there. And in some cases, it will be harder. But right now the -- our partners are not necessarily looking to create 4G capabilities in those markets. They're just really remote markets. We do have -- we have deployed -- we do have a 4G and LTE core and have deployed that in one of the stimulus-funded projects. We're doing small-scale project, where we're using it more as a broadband-to-the-home product. But the core is there and so capability is there to expand. Richard H. Prentiss - Raymond James & Associates, Inc., Research Division: Just as we've been listening to the carriers report, we've seen -- for T and Verizon north of 30% on the LTE customer base already. So just -- it seems like it's ramping up quickly the 4G LTE subbase.

Right. And it's just a decision for the carriers to make in these areas to what extent they want to do that for customers. And I think it will get there, but these areas tend to lag. And that's a good example. And that is, a lot of these areas we're just adding 3G, right? And for them, it's -- they want to provide the customer experience there, but they don't want to incur extra cost, and they think that 3G capability is adequate for these markets. I think in some cases they probably should do it, but it's just -- we're really driven by their priorities. Richard H. Prentiss - Raymond James & Associates, Inc., Research Division: Okay. And then my other question is, you mentioned you're actively looking at several opportunities, domestic and international. Obviously, not appropriate to tell us too much, I would expect. But can you just help us a little bit about what sectors, regions are interesting, cable, data centers, fiber, long distance, just kind of macro thinking given where valuations have gone also, there's been some high prices out there in some deals. Where is there potential interest?

Yes, I think -- all right. There are -- a number of the areas you mentioned are of interest to us. So fiber is an interest to us. I mean, we're obviously in that business. Can evaluate it. Can bring some value add. And we're doing some of that organically, obviously. But I also have seen what you talked about, too, that some opportunities look awfully pricey. We've looked in areas tangentially just talking about sort of market segments as opposed to geographies for now. We looked at some areas that are slightly tangential, like some of the cloud, services cloud, infrastructure type things. And for the most part, we haven't been able to get our heads around valuation. And that doesn't mean the valuations are too high necessarily. It could just mean, we don't know enough. But we found that area harder, but keep looking. We like the concept of adding that capability to areas we're in. And we're intrigued by the idea of providing more services to large carriers, infrastructure-related services. So we're always looking at that. And in terms of more retail, that starts to be more geographically driven. And I would say, there's -- we continue to look in the broad U.S. or o U.S. and in the Caribbean. We've entertained things farther afield, but haven't found something that's compelling enough to make us do a really deep dive. And I think that the retail opportunities are few and far between, just build network and be a retail player. There's just not many geographies where there are very large players consolidated already in them and where it just doesn't seem like the competitive environment fits our requirement. So I don't want to leave with that to say we don't see any opportunity out there. I think there always are opportunities. You just got to keep -- you got to stay disciplined and keep looking until something fits your target. And I feel fairly bullish about us finding something before too long. But as we've said many times about this, you can get very close in certain things and walk away because it doesn't meet your criteria at the end. And so that, it's very hard to predict the timing.

Our next question is from Barry McCarver of Stephens.

I guess, first off, on the Commnet business, I know you talked about the upgrades. But I guess, just more broadly any plans on expanding the base stations in the 4Q or early next year -- is any of that CapEx dedicated towards projects that might be coming up?

There is. I mean, we had said that roughly 1/2 of that guidance we've given is related to that business, and there's -- a large piece of that is growth CapEx, if you will, which are additional base stations and -- as well as the -- we talked about the technology upgrades.

And are those -- any of those projects generating revenue in 4Q? Or is it probably in 2014?

I think they'll start to come on -- some will start to come on in 4Q, yes. I mean -- we can -- the good thing about those is, it's not all -- we can turn them on as we go so.

Okay. And then just secondly switching over to the international business, broadband revenues in Guyana, it seems like every quarter we see some improvement there. Can you give us a little color on what penetration is like for you in that market? And what's the kind of remaining potential upside in the near term for that business?

Yes, I'm not -- I would think on a -- there's not great data on that market on households, like you would get in the U.S. But I guess I would estimate that we're somewhere around 20%, 25% of households broadband penetration. The -- but I don't think the penetration rate will approach U.S. Obviously, that may seem very obvious to say, but just to make it clear. I don't think they're going to get anywhere close to the U.S. in terms of fixed broadband. I think there'll be more penetration with mobile broadband over time, which is very limited in that market at this point, chiefly because there's not -- the government hasn't released spectrum to the -- to us or our competitor really to do that.

Okay. And then just lastly, would you remind me, what are the covenants around the restricted cash from the Alltel sale?

It's more of a -- it's -- 25% of it comes in 180 days. The -- another 25% at 360 and then the last 50% at 18 months.

But is it an earn-out or is it...

No, it's a typical escrow to back up reps and warranties in the agreement.

The next question is from Hamed Khorsand of BWS Financial.

Just want to get an explanation as far as the strategy goes given where you guys are operationally in the businesses you have. I mean, are you guys going to let -- you just put in minimal CapEx and let them grow out? Are you going to use the cash balance to build out what you have? Could you just go into a little bit more detail there?

Well, I'm not sure what more I can say, but let me try this. There's the -- we are, as we referenced, investing in a number of our existing businesses. And we're looking at other possibilities there. To date, I wouldn't say that those are going to widely exceed the cash produced collectively by those businesses. So it's -- in order to deploy more and eventually, of course, it's always nice to use the benefit of your balance sheet and have some leverage as well. So I think our ultimate capability is larger than the cash on hand. We -- it probably -- it will require some new opportunities. We really can't see today a way to deploy that in our existing operations on an attractive level. Maybe some piece of it, but certainly not the bulk of it. So it's what we've done before. And we can go quite long periods without finding something that fits our requirement, and then we can go through a flurry where we find a few things or have a very large opportunity. And part of it is, you can't make the market come to you -- go where you wanted to go. You have to be patient if there's an area you like but you don't -- you don't like the values, you just have to wait and look elsewhere. So there -- as I answered to Ric Prentiss before, I mean, there are some areas that certainly on a piece of paper, we'd say, oh, those are attractive business, but then we look at values and we say, it seems pretty fully valued. Not sure if we can get the returns we would want.

Isn't it cheaper to consider just building it out like you want in some cases?

In some cases, yes. There may be markets. And we do look at opportunities. We always look at opportunities for greenfield. I think they're much more limited these days in the classic areas. But we -- as noted, we've done some of that in our existing businesses and are in the midst of it. So when you do a greenfield in a completely new area, it requires more work. We like to go into new areas with people who understand the segment or understand the geography or has some skin in the game related to it. I mean, that's our preferred way to do those things. And we look at those opportunities.

Okay. And then just from the island business itself, do you think the scale that you reached in Q3 is sustainable? Or was it just seasonally impacted by just being summertime?

I think -- I mean, there's some seasonality in there. I think each of those islands has a different market. And we think Bermuda probably had a little bit more seasonality to help it. But I think we feel it's somewhat sustainable.

Okay. And then on the U.S. wireline business, you were talking about wholesale being the contributor to the sequential growth there. Is that a profitable business for you yet?

U.S. wireless wholesale?

No, the U.S. wireline.

Yes, it's marginally, but it's not a big number, but it is profitable.

Okay. And my last question is, just going forward, your expected tax rate in that 35%, 40%, is that where I should look at?

Yes, I mean, I think I would use the year-to-date number more, like the 38%, 40% kind of range so. And I think I've said in the past that a good modeling number is probably 40%. And I think I'd still -- we'll stand by that so.

Our goal is to get Apple's tax rate, but I don't know that we'll get there.

[Operator Instructions] Next question is from Sergey Dluzhevskiy of Gabelli & Company. Sergey Dluzhevskiy - Gabelli & Company, Inc.: I had one more question on kind of your M&A philosophy and investment opportunities that you're looking at. As you evaluate various options, what are your thoughts on investing in cable in the U.S. or internationally, maybe in the Caribbean or Latin America? Obviously, in the U.S. here, we've had some telecom companies diversifying into cable. And in Latin and Central America, we've seen Millicom trying to buy cable companies. So what are your thoughts on cable in general? And the second question, maybe you could provide more color around the small retail business that you are building and what kind of scale you're targeting initially?

Okay. On cable -- so by cable, I'm guessing from that, that you mean video, plus broadband and so on, typical triple play cable. We had looked at that occasionally. And what I think though is that, in developed markets, our size means we have a real competitive disadvantage on gross margin just because of programming cost because it's very hard to get those deals if you have any kind of competition that has a larger scale. So that has made us wary of it in the past. And then in a lot of the areas where we have wireless businesses, there -- even when it looks like the competition is not significant in terms of large-scale operators, you have the problem of small competitors who pay very small rates for programming because they're basically not licensing a lot of it. And -- so it's very hard to compete with free as someone famously said and -- but it also eradicates any potential cost advantage we might have. So we've had a hard time finding it. And I would say also, it's partly that we're cautious about it because we are not -- we don't have a lot of expertise in the video area. So hasn't been something that we pursued hard. And I would say the last thing to add is, where it has some combination with the wireless opportunity as well, that's made it more attractive, if it's part of a really big bundle. And then your second question on the retail, small retail business in the U.S. I mean, we really didn't have any goal of what size we wanted it to be. It really was an initiative from our guys out in the field who said, "Look, there's a real -- there's a segment here that's just not being served." and so maybe we can address that need.

And we've already got network up.

Right. And we were somewhat skeptical, to be honest, here that it would be worth it. And so we put a very tight cost filter on it. And it's performed very well. So we're just kind of riding it to say, if there's a need there, they will come as long as we keep a very close eye on not getting ahead of ourselves in terms of cost structure. I think we'll just see where it goes. I don't think it's going to be on an overall basis for ATN, a big business, but it's a nice business. And I'm very proud of the people executing on it. It's a very -- it's -- I like the spirit.

Thank you. I'm showing no further questions at this time. I'd like to turn the call over to management for any closing remarks.

Thank you, everyone. We'll talk again in a couple of months. Take care.

Thank you.

Ladies and gentlemen, thank you for your participation in today's conference. This concludes the program. You may now disconnect. Have a wonderful day.