EX-99.2 4 a10-9667_2ex99d2.htm EX-99.2

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 Atlantic Tele-Network, Inc. (the “Company” or “ATN”) or the Alltel Divested Markets (“Alltel”), acquired from Celco Partnership d/b/a Verizon Wireless (“Verizon”), actually would have been if the acquisition of Alltel 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 Alltel 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 Alltel 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, (2) the actual amount of gain that will arise from the acquisition, (3) the amount of costs relating to the acquisition and transition period and (4) the amount of actual roaming revenue and expenses as well as the roaming patterns of subscribers under a disaggregated network. In particular, given the fact that the business and assets acquired were operated as part of a much larger separate business, the assumptions regarding the separation of the networks, retail service areas, and overall network coverage areas are complex and estimates of certain revenue and expense items are made with a greater degree of uncertainty than in many other business combinations and (5) the timing and amount of universal service fund payments to the Company for which the Company generally needs to re-qualify.

 

Unaudited Pro Forma Condensed Combined Financial Information for Atlantic Tele-Network, Inc. and Alltel

 

The following unaudited pro forma condensed combined financial information has been prepared by the Company’s management and gives pro forma effect to the completion of i) the acquisition by the Company of the assets and liabilities of Alltel and the non-controlling interests of certain subsidiaries of Alltel (the “Acquisition”) and, ii) the application of the proceeds from the Company’s new credit facility, entered into on January 20, 2010 (the “2010 Credit Facility”).

 

The unaudited pro forma condensed combined statements of operations combine the historical consolidated statements of operations of the Company and Alltel, giving effect to the Acquisition and the completion of the 2010 Credit Facility as if they had occurred on January 1, 2009. The unaudited pro forma condensed combined balance sheet combines the historical consolidated balance sheets of the Company and Alltel, giving effect to the Acquisition and the completion of the 2010 Credit Facility as if they had been consummated on December 31, 2009. 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 Alltel filed herein.

 

The Acquisition is treated herein as a purchase of Alltel by the Company, in accordance with Accounting Standards Codification (ASC) 805, business combinations. Accordingly, a gain arising from the Acquisition has been determined as the excess of the fair value of the net assets acquired over the acquisition cost. In the unaudited pro forma condensed combined balance sheet, the Company’s cost to acquire Alltel has been allocated to the assets acquired and liabilities assumed based upon the Company’s preliminary estimate of their respective fair values as of the date of the Acquisition.

 

Definitive 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. 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 acquired tangible and intangible assets.

 



 

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 very 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, roaming revenue and expense, as disclosed in the Revenue-Affiliates and Affiliate service costs in the unaudited pro forma statement of operations, and many network operating expenses will likely be significantly different as a result of the disaggregation from the larger operating area and network.

 

Based on Atlantic Tele-Network Inc.’s review of the summary of significant accounting policies disclosed in the financial statements of Alltel, the nature and amount of any adjustments to the historical financial statements of Alltel to conform its accounting policies to those of Atlantic Tele-Network, Inc. are not expected to be significant. Further review of the accounting policies and financial statements of Alltel may result in revisions to the policies and classifications of Alltel in order to conform to the policies and classifications of Atlantic Tele-Network, Inc.

 

Both the Company and Alltel incurred certain expenses in the amount of $32.9 million in connection with the Acquisition. These expenses are not reflected in the unaudited pro forma combined statements of operations for the year ended December 31, 2009 as they were direct, incremental and non-recurring to the Acquisition and are not expected to have a continuing impact on operations.

 



 

Unaudited Pro Forma Condensed Combined Balance Sheet

December 31, 2009

 

 

 

(a)
ATN

 

(a)
Alltel

 

Pro Forma
Adjustments

 

Pro Forma
Combined

 

Assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

90,247

 

$

52

 

$

(36,664

)(b)

$

53,636

 

Restricted cash

 

5,248

 

 

 

5,248

 

Accounts receivable, net

 

26,831

 

36,127

 

 

62,958

 

Materials and supplies

 

5,917

 

6,285

 

 

12,202

 

Deferred income taxes

 

3,046

 

 

 

3,046

 

Prepayments and other current assets

 

5,226

 

5,811

 

 

11,037

 

Total current assets

 

136,515

 

48,275

 

(36,664

)

148,127

 

 

 

 

 

 

 

 

 

 

 

Fixed assets, net

 

217,015

 

159,797

 

2,883

(c)

379,695

 

Licenses

 

34,830

 

26,478

 

23,522

(c)

84,830

 

Goodwill

 

40,361

 

 

 

40,361

 

Trade name license

 

 

 

39,500

(c)

39,500

 

Customer relationships, net

 

1,848

 

11,953

 

38,247

(c)

52,048

 

Deferred income taxes

 

9,085

 

39,045

 

(39,045

)(c)

9,085

 

Other assets

 

6,900

 

27,365

 

(11,428

)(b),(c)

22,838

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

446,554

 

$

312,913

 

$

17,016

 

$

776,483

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

3,694

 

$

 

$

 

$

3,694

 

Accounts payable and accrued liabilities

 

29,717

 

20,961

 

 

50,678

 

Dividends payable

 

3,055

 

 

 

3,055

 

Accrued taxes

 

9,900

 

 

 

9,900

 

Advanced payments and deposits

 

3,756

 

14,679

 

 

18,435

 

Other current liabilites

 

6,765

 

 

 

6,765

 

Total current liabilities

 

56,887

 

35,640

 

 

92,527

 

 

 

 

 

 

 

 

 

 

 

Deferred income taxes

 

32,171

 

 

21,176

(c)

53,347

 

Other liabilities

 

5,512

 

22,402

 

11,369

(c)

39,283

 

Long term debt, excluding current portion

 

69,551

 

 

190,000

(b)

259,551

 

Total liabilities

 

164,121

 

58,042

 

222,545

 

444,708

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

158

 

 

 

158

 

Treasury stock

 

(4,687

)

 

 

(4,687

)

Additional paid-in capital

 

108,720

 

220,167

 

(220,167

)(c)

108,720

 

Retained earnings

 

156,827

 

 

32,300

(c)

189,127

 

Accumulated other comprehensive loss

 

(5,272

)

 

 

(5,272

)

Total Atlantic Tele-Network, Inc. stockholders’ equity

 

255,746

 

220,167

 

(187,867

)

288,046

 

 

 

 

 

 

 

 

 

 

 

Non-controlling interests

 

26,687

 

34,704

 

(17,662

)(c)

43,729

 

Total equity

 

282,433

 

254,871

 

(205,529

)

331,775

 

Total liabilities and equity

 

$

446,554

 

$

312,913

 

$

17,016

 

$

776,483

 

 



 

Unaudited Pro Forma Statement of Operations

Year Ended December 31, 2009

 

 

 

(a)
ATN

 

(a), (j)
Alltel

 

Pro Forma
Adjustments

 

Pro Forma
Combined

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

Wireless

 

$

147,024

 

$

452,794

 

$

 

$

599,818

 

Local telephone and data

 

55,297

 

 

 

55,297

 

International Long Distance

 

38,181

 

 

 

38,181

 

Equipment and other

 

1,201

 

53,971

 

 

55,172

 

Affiliate

 

 

163,688

(d)

 

163,688

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

241,703

 

670,453

 

 

912,156

 

 

 

 

 

 

 

 

 

 

 

Operating expenses (excluding depreciation and amortization unless otherwise indicated):

 

 

 

 

 

 

 

 

 

Termination and access fees

 

45,276

 

96,479

 

 

141,755

 

Selling, general and administrative

 

80,684

 

202,153

 

(2,995

)(f)

279,842

 

Cost of equipment

 

 

87,957

 

 

87,957

 

Affiliate service costs

 

 

153,609

(d)

 

153,609

 

Acquisition related charges

 

7,163

 

25,736

 

(32,899

)(e)

 

Depreciation and amortization

 

38,889

 

33,837

 

(11,662

)(f)

61,064

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

172,012

 

599,771

 

(47,556

)

724,227

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

69,691

 

70,682

 

47,556

 

187,929

 

 

 

 

 

 

 

 

 

 

 

Other income (expense), net:

 

 

 

 

 

 

 

 

 

Interest expense

 

(3,706

)

(58

)

(10,389

)(g)

(14,153

)

Interest income

 

1,153

 

 

(137

)(h)

1,016

 

Other income, net

 

605

 

 

 

605

 

 

 

 

 

 

 

 

 

 

 

Other income (expense), net

 

(1,948

)

(58

)

(10,526

)

(12,532

)

 

 

 

 

 

 

 

 

 

 

Income before taxes

 

67,743

 

70,624

 

37,030

 

175,397

 

Income taxes

 

31,160

 

29,336

 

14,664

 

75,160

 

 

 

 

 

 

 

 

 

 

 

Income before equity in earnings of unconsolidated affiliates

 

36,583

 

41,288

 

22,366

 

100,237

 

Equity in earnings of unconsolidated affiliates

 

 

6,253

 

 

6,253

 

 

 

 

 

 

 

 

 

 

 

Net income

 

36,583

 

47,541

 

22,366

 

106,490

 

Less: Net income attributable to non-controlling interests, net of tax

 

(1,044

)

(3,596

)

 

(4,640

)

 

 

 

 

 

 

 

 

 

 

Net income attributable to Atlantic Tele-Network, Inc. stockholders

 

$

35,539

 

$

43,945

 

$

22,366

 

$

101,850

 

 

 

 

 

 

 

 

 

 

 

Net income per weighted average share attributable to Atlantic Tele-Network, Inc. stockholders:

 

 

 

 

 

 

 

 

 

Basic

 

$

2.33

 

 

 

 

 

$

6.69

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

$

2.32

 

 

 

 

 

$

6.64

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

15,234

 

 

 

 

 

15,234

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

15,337

 

 

 

 

 

15,337

 

 



 

Notes to Unaudited Pro Forma Condensed Combined Financial Information
(in thousands, except share data)

 


(a)          Certain reclassifications have been made to the historical presentation of Atlantic Tele-Network, Inc. and Alltel to conform to the presentation used in the unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statements of operations.

 

(b)         Reflects the adjustment for the net proceeds from the 2010 Credit Facility and the use of the proceeds to fund the Acquisition:

 

Borrowings under 2010 Credit Facility- Term Loan B

 

$

150,000

 

Borrowings under 2010 Credit Facility- Revolving Credit Facility

 

40,000

 

 

 

 

 

Pro forma adjustment to long-term debt

 

190,000

 

Transaction costs- 2010 Credit Facility

 

(3,938

)

Acquisition of Alltel- purchase price

 

(222,726

)

 

 

 

 

Pro forma adjustment to cash

 

$

(36,664

)

 

(c)          Atlantic Tele-Network, Inc. has completed its preliminary assessment of the fair value of assets acquired and liabilities assumed of Alltel.  The table below represents a preliminary assessment of the total acquisition cost to the tangible and intangible assets and liabilities of Alltel based on management’s preliminary estimate of their acquisition date fair values:

 

Total cash consideration

 

$

222,726

 

 

 

 

 

Preliminary purchase price allocation:

 

 

 

Current assets

 

48,275

 

Property, plant and equipment

 

162,680

 

Identifiable intangible assets

 

139,700

 

Other long term assets

 

12,000

 

Current liabilities

 

(35,640

)

Other long term liabilities

 

(33,771

)

Deferred tax liabilities

 

(21,176

)

Non-controlling interests

 

(17,042

)

Net assets acquired

 

255,026

 

 

 

 

 

Gain on bargain purchase, net of estimated taxes of $21,176

 

$

32,300

 

 

The gain is not reflected in the Unaudited Pro Forma Statement of Operations since it is a nonrecurring charge, however is included in Retained Earnings within the Unaudited Pro Forma Balance Sheet.

 

(d)         Affiliate revenues and affiliate service costs represent the effects of certain roaming arrangements between Verizon and Alltel that the Company expects to significantly change subsequent to the Acquisition.  Alltel anticipates receiving minimal roaming revenues from Verizon since we expect Verizon to optimize the use of their own network to reduce their roaming costs.  Meanwhile, we expect to continue incurring substantial roaming costs as Alltel subscribers roam into territories serviced by Verizon.

 

(e)          Reverses acquisition related costs since these costs are direct and incremental to the Acquisition and are not expected to be recurring.

 

(f)            Reflects the adjustment to depreciation and amortization of Alltel’s tangible and intangible assets arising from their estimated fair values and useful lives.  The estimated depreciation and amortization, as if the acquisition had occurred on January 1, 2009, are as follows:

 



 

 

 

Estimated

 

Depreciation and

 

 

 

useful life

 

amortization

 

 

 

(in years)

 

expense

 

Fixed assets

 

3-39

 

$

17,417

 

Trade name

 

28

 

1,411

 

Customer lists

 

15

 

3,347

 

Pro forma depreciation and amortization expense

 

22,175

 

Historical depreciation and amortization expense

 

33,837

 

Pro forma adjustment to depreciation and amortization expense

 

$

(11,662

)

 

 

 

Estimated

 

Selling, general

 

 

 

useful life

 

and administrative

 

 

 

(in years)

 

expenses

 

Proforma adjustment for unfavorable leases

 

10

 

(2,995

)

 

(g)         To record additional interest expense at a weighted-average interest rate of 5.08% on the incremental borrowings identified in Note (b) above.  An increase in interest rates of .125% on our variable rate debt would increase the pro forma interest expense by $244 for the year ended December 31, 2009.

 

(h)         To record the reduction in interest income as a result of the pro forma reduction in cash as identified in Note (b) above.

 

(i)             To record income tax expense at an estimated effective tax rate of 39.6% on all pro forma adjustments above.

 

(j)             Alltel’s historical financial statements include significant corporate allocations from its parent company, Verizon, which may not be incurred by Alltel, subsequent to the Acquisition.