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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-K

(Mark One)

x    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

          ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 2002

OR

¨    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF

         1934 [NO FEE REQUIRED] For the transition period from         to        .

 

Commission file number 0-19551

 


 

Atlantic Tele-Network, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

 

9719 Estate Thomas

Havensite

P.O. Box 12030

St. Thomas, U.S. Virgin Islands

(Address of principal executive offices)

 

47-0728886

(I.R.S. Employer Identification No.)

 

00802

(Zip Code)

(340) 777-8000

(Registrant’s telephone number, including area code)

 


 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class


 

Name of each exchange on which registered


Common Stock, Par Value $.01 per Share

 

American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each class

None

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x             No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

 

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨             No x

 

The aggregate market value of the shares of all classes of voting stock of the registrant held by non-affiliates of the registrant on June 30, 2002, was approximately $28,764,799 computed upon the basis of the closing sales price of the Common Stock on that date. For purposes of this computation, shares held by directors (and shares held by any entities in which they serve as officers) and officers of the registrant have been excluded. Such exclusion is not intended, nor shall it be deemed, to be an admission that such persons are affiliates of the registrant.

 

As of March 21, 2003, there were 4,986,474 outstanding shares of Common Stock, $.01 par value, of the registrant.

 

Documents Incorporated by Reference

 

Portions of the proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A for the registrant’s 2003 annual meeting of stockholders are incorporated by reference into Part III of this Form 10-K.

 



Table of Contents

 

ATLANTIC TELE-NETWORK, INC.

 

ANNUAL REPORT ON FORM 10-K

 

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

 

         

Page


PART I

         

Item 1.

  

Business

  

1

Item 2.

  

Properties

  

7

Item 3.

  

Legal Proceedings

  

7

Item 4.

  

Submission of Matters to a vote of Security Holders Executive Officers of the Registrant

  

7

PART II

         

Item 5.

  

Market for the Registrant’s Common Equity and Related Stockholder Matters

  

9

Item 6.

  

Selected Financial Data

  

10

Item 7.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

11

Item 7a.

  

Quantitative and Qualitative Disclosures about Market Risk

  

18

Item 8.

  

Financial Statements and Supplementary Data

  

19

Item 9.

  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

  

19

PART III

         

Item 10.

  

Directors and Executive Officers of the Registrant

  

20

Item 11.

  

Executive Compensation

  

20

Item 12.

  

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

  

20

Item 13.

  

Certain Relationships and Related Transactions

  

20

Item 14

  

Controls and Procedures

  

20

PART IV

         

Item 15.

  

Exhibits, Financial Statement Schedules and Reports on Form 8K

  

20

SIGNATURES AND CERTIFICATES PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

  

22

    

Index to Consolidated Financial Statements

  

F-1

 


Table of Contents

 

PART I

 

Item 1.    Business

 

Introduction

 

Atlantic Tele-Network, Inc. (“ATN” or the “Company”) is a holding company with the following operating subsidiaries and affiliates:

 

    Guyana Telephone & Telegraph Company, Ltd. (“GT&T”), the national and international telephone company in the Republic of Guyana. The Company has owned 80% of the stock of GT&T since January 1991. Substantially all of the Company’s consolidated revenues and operating income in 2002 was derived from GT&T operations.

 

    Choice Communications, LLC (hereinafter referred to as “Choice Communications” or “Choice,” and formerly known as Wireless World L.L.C.), is wholly owned by the Company. Choice Communications is the largest internet access service provider in the U.S. Virgin Islands and also provides wireless cable T.V. services. Choice Communications acquired its internet service business in 1999 and its T.V. business in March 2000. Choice Communications upgraded its TV service from a 15 channel analog to a 137 channel digital service in 2002.

 

    Atlantic Tele-Center, Inc. (“ATC”), a wholly owned subsidiary established in 2000 in the Republic of Guyana providing call center services primarily to businesses located in the United States.

 

    Bermuda Digital Communications, Ltd. (“BDC”) provides cellular telephone services under the name “Cellular One” in Bermuda. The Company acquired a 30% interest in BDC in 1998 and increased its interest to 46% during 2000.

 

    ATN (Haiti) S.A. (“ATN-Haiti”) and Transnet, S.A. (“Transnet”), which have provided dispatch radio, paging, internet access and data transmission services in Haiti. The Company acquired a 75% interest (since increased to 80%) in ATN-Haiti’s predecessor, Digicom S.A. in 1998 and acquired a 95% interest in Transnet S.A. in July 2000 (since decreased to 80%). During 2001, the Company wrote-off its investment in ATN-Haiti. The Company has curtailed operations of both of these entities pending a sale of their assets. The activities of Haiti and Transnet on the 2002 results of operations were insignificant.

 

    Call Home Telecom, LLC (“CHT”), a wholly owned subsidiary established in 2002 in the U.S. Virgin Islands to provide United States distribution and termination of international outbound collect calls from Guyana.

 

The Company was established in 1987 as a holding company to acquire the Virgin Islands Telephone Corporation from ITT Corporation. In November 1991, the Company became a public company. On December 30, 1997, the Company was split into two separate public companies. One, a new company, Emerging Communications, Inc., contained all of the Company’s telephone operations in the U.S. Virgin Islands and was spun off to Jeffrey J. Prosser and the public stockholders of the Company. The other, the Company, continued to own GT&T. In connection with the transaction, the number of outstanding shares of the Company’s capital stock was reduced by 60% (in effect, a reverse stock split of 1:2.5).

 

The Company from time to time evaluates opportunities for establishing or acquiring other telecommunications business in the Caribbean area and elsewhere, and may make investments in such businesses in the future.

 

Cornelius B. Prior, Jr., Chairman of the Board and Chief Executive Officer of the Company, is the owner of approximately 62% of the outstanding common stock of the Company.

 

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GT&T

 

General.    GT&T supplies all public telecommunications service in Guyana. GT&T is the successor to the Guyana Telecommunication Corporation (“GTC”), a corporation wholly owned by the government of Guyana, which prior to 1991 had been the exclusive provider of telecommunications services in Guyana for more than 20 years.

 

International Traffic.    GT&T’s revenues and earnings have been highly dependent upon international long-distance calls originating outside of Guyana, including collect calls from Guyana to foreign points. The following table sets forth data with respect to the volume of GT&T’s international traffic for the past three years:

 

   

International Traffic


   

2000


  

2001


  

2002


   

(in thousands of minutes)

Inbound Paid and Outbound Collect

 

77,072    (80%)

  

77,680    (80%)

  

100,227    (84%)

Outbound

 

19,004    (20%)

  

19,553    (20%)

  

18,851    (16%)

   
  
  

Total

 

96,076  (100%)

  

97,233  (100%)

  

119,078  (100%)

   
  
  

 

GT&T has agreements with foreign telecommunications administrations and private carriers covering all international calls into or out of Guyana. These agreements include negotiated “settlement rates” which govern the rates of payment by GT&T to the foreign carriers for the use of their facilities in connecting international calls billed in Guyana, and by the foreign carriers to GT&T for the use of its facilities in connecting international calls billed abroad.

 

The two classes of international traffic described in the above table have produced significantly different profit margins for GT&T. In the case of regular inbound traffic and outbound collect traffic, GT&T receives a “settlement rate” payment from the foreign telecommunications carrier generally equal to one-half of the applicable “accounting rate”, and GT&T has no significant direct expenses associated with such traffic except for international transmission systems costs which are applicable to all of GT&T’s international traffic. In the case of outbound international traffic, GT&T must generally pay the foreign carrier a settlement rate payment equal to one-half of the applicable international accounting rate, and GT&T collects from its subscriber a rate that is regulated by the Public Utilities Commission of Guyana (“PUC”). During the past three years, amounts collected by GT&T for outbound international traffic have in the aggregate slightly exceeded the payments due to foreign carriers for such traffic.

 

On January 1, 2002, the settlement rate for U.S.—Guyana traffic was reduced from 85 cents per minute to 23 cents per minute. This resulted in a substantially reduced profit margin on inbound traffic from the United States but has increased its margin on outbound traffic to the United States. See “Regulation” and “Managements’ Discussion and Analysis of Financial Condition and Results of Operations—Introduction.”

 

In the past, a significant portion of GT&T’s international traffic revenues arose from the provision by GT&T of telecommunications services to audiotext providers in a number of foreign countries. However, the volume and profit margins of this traffic sharply declined in the past three years due to increased competition from domestic audiotext traffic, other terminating country carriers and from the internet, so that audiotext traffic no longer contributes significantly to the revenues or operating profits of the Company.

 

Domestic Service.    As of December 31, 2002, GT&T had 86,245 fixed subscriber access lines in service. This number of access lines represents approximately 11 lines per 100 inhabitants and an increase of approximately 8% over lines in service at December 31, 2001. Of all fixed lines in service, 73% were in the largest urban areas, consisting of Georgetown, Linden, New Amsterdam, Diamond and Beterverwagting. During 2002, GT&T extended service to a number of small communities. However, most rural areas still do not have telephone service.

 

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GT&T’s revenues for fixed access domestic service are derived from installation charges for new lines, monthly line rental charges, monthly measured service charges based on the number and duration of calls and other charges for maintenance and other customer services. For each category of revenues, rates differ for residential and commercial customers. Historically, the revenue contribution from local service has been roughly equal. In 2002 however, residential customers contributed 64% of the local service revenue and commercial customers provided 36%. This reflects GT&T’s continuing success at increasing the number of fixed access lines in service. At the end of 2002, GT&T’s basic monthly charge per access line was $2.77 for residential customers and $8.33 for business customers, and the average monthly bill for residential and business service (excluding charges for international calls and cellular service) was $9.99 and $18.48, respectively.

 

GT&T currently offers mobile cellular telephone service in the Georgetown, Guyana area and along substantially all of Guyana’s coastal plain. Cellular subscribers are offered various calling plans and are charged a monthly fee plus airtime based on the selected plan. In May 2001, the Guyana PUC approved a GT&T proposal to reduce cellular charges and initiate a “calling party pays” system. In such a system, a land line caller to a cellular telephone will pay the air time charges (rather than the cell phone subscriber) for an incoming call to a cell phone. As a result of the new rates and in conjunction with the introduction of prepaid calling cards, cellular customers and revenues have increased dramatically, beginning in the latter half of 2001 and continuing throughout 2002. GT&T’s current average monthly revenue per cellular subscriber is approximately $16.59, including monthly rental and airtime charges. As of December 31, 2002, GT&T had approximately 79,915 active mobile cellular subscribers as compared to 39,206 at December 31, 2001.

 

Expansion.    Since the Company acquired its interest in GT&T in January 1991, GT&T has significantly rebuilt and further expanded its telecommunications network. The number of fixed access lines has increased from approximately 13,000 working lines in January 1991 to 86,245 lines as of December 31, 2002. Substantially all of GT&T’s access lines are now digitally switched lines. GT&T first introduced mobile cellular service in 1992. As is noted above, this service has grown dramatically since the second half of 2001.

 

GT&T is linked with the rest of the world principally through the Americas II undersea fiber optic cable, which was commissioned in October 2000. GT&T also maintains 688 voice grade equivalent circuits on an Intelsat satellite. GT&T has two Intelsat B earth stations, one of which is currently used to provide service through an Intelsat satellite to a number of localities in the interior of Guyana. This earth station and the Intelsat satellite may also be used in the future to provide a second satellite link from Guyana for international traffic.

 

GT&T owns capacity in four international fiber optic cables—the Americas I cable, which runs from Brazil to Trinidad, the United States Virgin Islands and the United States mainland, the Columbus II cable, which runs from the Caribbean region to the Azores, the Eastern Caribbean Fiber System (“ECFS”) cable from Trinidad to Tortola and the Americas II cable which runs from Brazil through the Caribbean to the United States with a branch to the Guyanas.

 

GT&T utilized Northern Telecom fixed wireless access technology to provide services to about 3,600 of its subscribers in 2001 but has increased the number to 5,900 at December 31, 2002. The normal land line rates apply to GT&T’s fixed wireless network services.

 

GT&T has installed over 600 public telephones in locations across the country providing telecommunications for both local and international calls in areas that had not previously enjoyed service. Currently, in addition to the public telephones, GT&T maintains three public “telephone centers” at which the public can, upon payment of the charges in cash to GT&T personnel who staff these centers, use an ordinary residential-type telephone to make international and domestic calls.

 

Other Services.    GT&T is also licensed to provide various telephone-related services that extend beyond basic telephone service, including yellow pages and other directory services, and it has an exclusive license to sell, lease or service various kinds of telecommunications equipment. Under its license from the Government of Guyana (the “License”), GT&T’s rates for most of these services must be specified in a tariff approved by the PUC. See “Business—Regulation.”

 

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Significant Revenue Sources.    Certain carriers accounted for more than 10% of GT&T’s total revenues in 2000, 2001 and 2002. See Note 2 to the Consolidated Financial Statements included in this Report.

 

Competition.    Pursuant to its License from the government of Guyana, GT&T has the exclusive right to provide, and is the sole provider of, local, domestic long-distance and international telephone service in Guyana. GT&T also has the exclusive franchise to provide telephone directories and directory advertising and to supply a wide variety of telecommunications equipment in Guyana. GT&T’s revenues from directory advertising and the sale of telecommunications equipment have not been significant to the Company. The exclusivity provisions of GT&T’s license are currently the subject of negotiations with the government of Guyana. See “GT&T—Regulation—Recent Developments.”

 

GT&T has a non-exclusive license to provide cellular radio telephone service. One other company is currently providing cellular service and two other companies have been licensed to provide such service. The PUC presently regulates GT&T’s cellular service rates.

 

Regulation.    GT&T is subject to regulation in Guyana under the provisions of its License and under the Guyana Public Utilities Commission Act of 1999 (“PUC law”) and the Guyana Telecommunications Act 1990 (“Telecommunications Law”). GT&T also has certain significant rights and obligations under the agreement (the “GT&T Agreement”) pursuant to which the Company acquired its interest in GT&T in 1991.

 

License.    The License, which was issued on December 19, 1990 pursuant to the GT&T Agreement, granted to GT&T an exclusive franchise to provide in Guyana (i) for a period of 20 years (renewable for an additional 20 years at the option of GT&T), public telephone, radio telephone (except private radio telephone systems which do not interconnect with GT&T’s network) and pay station telephone services and national and international voice and data transmission, sale of advertising in any directories of telephone subscribers and switched or non-switched private line service; and (ii) for a period of 10 years (renewable for an additional 10 years on a non-exclusive basis at the option of GT&T) supply of terminal and customer premises equipment and telefax, telex and telegraph service and telefax network service (without prejudice to the right of any other person to undertake any of the following activities: (a) sale of telefax or teleprinter machines, (b) maintenance of telefax or teleprinter equipment, or (c) operation of any facility for the sending or receiving of telefax copies or teleprinter messages). In addition, GT&T was granted a non-exclusive license to provide, for a period of 20 years (renewable for an additional 20 years at the option of GT&T), cellular radio telephone service.

 

GT&T Agreement.    Under the GT&T Agreement, GT&T undertook to complete a substantial Expansion Plan by a date that, after giving effect to certain agreed upon extensions, was February 28, 1995, and GT&T was entitled to a specified minimum return. Subject to certain limitations applicable to the years of 1991 through 1994, GT&T is entitled, pursuant to the GT&T Agreement, to a minimum return of 15% per annum on its capital dedicated to public use (“rate base”). Absent mutual agreement by the government of Guyana and the Company (and there has been no such agreement), rates are to be calculated on the basis of GT&T’s entire property, plant and equipment pursuant to a rate of return methodology consistent with the practices and procedures of the United States Federal Communications Commission. GT&T believes that its rate base at December 31, 2002 was approximately $101 million, although the PUC in various orders or staff reports has disallowed or challenged several million dollars of franchise rights and working capital that are included in the foregoing figure.

 

Under the GT&T Agreement, upon non-renewal or termination of the License, the government of Guyana will be entitled to purchase the Company’s interest in GT&T or the assets of GT&T upon such terms as may be agreed to by the Company and the government or, absent such agreement, as may be determined by arbitration before the International Center for the Settlement of Investment Disputes.

 

PUC Law and Telecommunications Law.    The PUC Law and the Telecommunications Law provide the general framework for the regulation of telecommunications services in Guyana. The Public Utilities Commission of Guyana is an independent statutory body with the principal responsibility for regulating

 

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telecommunications services in Guyana. The PUC has authority to set rates and has broad powers to monitor GT&T’s compliance with the License and to require GT&T to supply it with such technical, administrative and financial information as it may request. The PUC also has broad authority to review and amend any GT&T program for development and expansion of facilities or services.

 

Although, under the current PUC Law and predecessor statutes that have been in effect since 1990, the PUC is obligated to honor the provisions of the GT&T Agreement which guarantees GT&T at least 15% per annum return on its rate base, in the Company’s opinion, the PUC has consistently failed to do so. For a description of recent actions of the PUC, see Note 11 to the Consolidated Financial Statements included in this Report.

 

Recent Developments.    In 2001, the Government of Guyana announced its intention to introduce competition into Guyana’s telecommunications sector. The Company believes that the introduction of wireline based competition would require the termination of the monopoly provisions of GT&T’s license, and thus would require appropriate compensation to GT&T and a rebalancing of rates so that the rates for each service represent the real economic cost of such services. The Company also believes that the government is considering a shifting from rate of return regulation to incentive rate-cap regulation. In February 2002, GT&T began negotiations with the Government on these issues and all other outstanding issues between GT&T and the Government, however negotiations have languished since the second quarter of 2002.

 

FCC Matters.    In 1997, the U.S. Federal Communications Commission (“FCC”) issued a Report and Order in a rule making proceeding in which it adopted mandatory international accounting and settlement rate benchmarks for many countries. The FCC adopted a mandatory settlement rate benchmark of $.23 per minute for low-income countries such as Guyana and required that settlement rates between the U.S. and low-income countries be reduced to $.23 per minute by January 1, 2002. The settlement rate in effect prior to January 1, 2002 was $.85 per minute, and revenues from this traffic provided a significant subsidy to GT&T’s local operations and network expansion. The implementation of the FCC’s benchmark rate order in January of 2002 resulted in a substantial reduction in inbound international telecommunication revenue. See “Management Discussion and Analysis of Financial Condition and Results of Operations—Introduction.”

 

Choice Communications

 

Choice Communications provides internet access services throughout the U.S. Virgin Islands primarily under the names viaccess.net and islands.vi. Choice Communications currently has about 9,500 internet subscribers and is the largest provider of internet access services in the U.S. Virgin Islands. Internet service is provided by dial-up and by high speed wireless links.

 

Choice Communications holds exclusive MMDS and non-exclusive LMDS licenses for the U.S.V.I. and provides “wireless cable T.V.” services to approximately 1,660 subscribers (including hotel rooms and equivalent subscribers on the island of St. Thomas). In 2002, Choice Communications converted the T.V. service from a 15 channel analog service to a 137 channel digital service for video programming and an additional 56 digital channels of audio programming.

 

Choice Communications also provides paging services and SMR services in the U.S. Virgin Islands and currently has 521 and 60 subscribers, respectively, to these services.

 

Choice Communications is also seeking to enter the telephone business in the U.S. Virgin Islands as a competitive local exchange carrier to Innovative Telephone Company (“Innovative,” formerly named the Virgin Islands Telephone Company, which until the reorganization of the Company in December 1997 was a subsidiary of the Company). Choice Communications is seeking to provide competitive telephony services using MMDS frequencies and infrastructure it owns or will construct, and by leasing wireline facilities from Innovative. During 2001, the Virgin Islands Public Services Commission upheld Innovative’s contention that it is entitled to a rural telephone company exemption from many of the provisions of the Federal Communications Act and established

 

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by arbitration a form of interconnection agreement which, in the Company’s opinion, made it unfeasible for Choice to provide service as a competitive local exchange carrier for the foreseeable future. Choice appealed the PSC’s decision to the Courts where the appeal is currently pending. This does not prohibit entry into the U.S. Virgin Islands market.

 

ATC

 

ATC, a wholly owned subsidiary of the Company, operates a call center in Guyana. ATC provides telemarketing and customer support services, via voice and data, including order taking services, billing inquiry services, technical support services and the like, to client companies and organizations that are primarily located in and serving the U.S. market. Guyana has an English speaking population with a high literacy rate, and a minimum hourly wage rate of U.S. $0.69. ATC’s trained agents work from client-supplied data readily accessible to them on ATC’s computer network. To date, ATC has established one location for its operations in Beterverwagting, Guyana, has installed a computer network sufficient for 100 agents to work simultaneously with the capability to expand to 500 agents, and has approximately 93 trained agents and supervisors and another 20 persons in training. ATC expects to employ more than 200 agents by December 31, 2003.

 

ATC communicates with its clients and its client’s customers in the U.S. and elsewhere via GT&T’s circuits in the Americas II fiber optic under-sea cable and through Intelsat satellites. ATN has established a point of presence in Miami, Florida to facilitate this communication. As of December 31, 2002, ATN has invested approximately $5.4 million in ATC. The Government of Guyana initially granted ATC a five-year tax exemption beginning in 2001 and during 2002 extended the tax holiday to eight years.

 

ATN-Haiti and Transnet

 

At December 31, 2001 the Company wrote-off its investment in ATN-Haiti and is in the process of curtailing the operations of both ATN (Haiti) and Transnet pending sale of their assets. The activities of Haiti and Transnet on the 2002 results of operations were insignificant.

 

ATN-Haiti has 13 tower sites that enable it to provide coverage to all major cities and a majority of the countryside in Haiti. ATN-Haiti provides paging and dispatch radio services throughout these areas. Transnet S.A. provides dial-up internet access services in Haiti through satellite links to the United States.

 

BDC

 

BDC provides cellular telephone service in Bermuda under the name “Cellular One.” BDC is a cellular and PCS competitor in Bermuda to the Bermuda Telephone Company. BDC commenced operations in July 1999. At December 31, 2002 it had about 16,595 subscribers, which it estimates to be a little more than 50% of the cellular market in Bermuda. BDC upgraded its service from analog to TDMA digital service during 2001 and was the first to introduce prepaid calling cards in Bermuda.

 

Call Home Telecom, LLC

 

CHT introduced Home Country Direct collect calling for Guyana in July 2002. This service allows a caller in Guyana to dial an access code from any phone and access an automatic operator in the United States and place a collect call to the United States where the call is billed. The calls are billed in US dollars and appear on the callers local telephone bill at $2.95 per minute.

 

Taxation—United States

 

As a U.S. corporation, the Company is subject to U.S. federal income tax on its worldwide net income, currently at rates up to 35%. GT&T is a controlled foreign corporation (“CFC”) for purposes of the Subpart F provisions of the Internal Revenue Code of 1986, as amended (the “Code”). Under those provisions, the

 

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Company may be required to include in income certain earnings and profits (“E&P”) of a CFC subsidiary at the time such E&P are earned by the subsidiary, or at certain other times prior to their being distributed to the Company. At present, no material amount of such subsidiary E&P is includible in the U.S. taxable income of the Company before being distributed to it. Pursuant to the foreign tax credit provisions of the Code, and subject to complex limitations contained in those provisions, the Company would be entitled to credit foreign withholding taxes on dividends or interest received, and foreign corporate income taxes of its subsidiaries paid with respect to income distributed as dividends or deemed distributed under Subpart F from such subsidiaries, against the Company’s U.S. federal income tax.

 

A U.S. corporation is classified as a Personal Holding Company (“PHC”) if (a) more than 50% of its capital stock is owned directly or indirectly by or for five or fewer individuals (or pension plans); and (b) at least 60% of its adjusted ordinary gross income consists of certain types of income (principally passive income, including interest and dividends) included in the Code definition of “PHC Income.” For any taxable year that a corporation is a PHC, the “undistributed personal holding company income” of such corporation for that year (i.e., the net income of the corporation as reflected on its U.S. corporate income tax return, with certain adjustments, minus, in general, federal income tax and dividends distributed or deemed distributed for this purpose) would be subject to an additional PHC tax of 39.6%. The Company currently satisfies the above ownership criterion but the Company believes that it does not satisfy the income criterion for classification as a PHC.

 

Taxation—Guyana

 

GT&T’s worldwide income is subject to Guyanese tax at an overall rate of 45%. The GT&T Agreement provides that the repatriation of dividends to the Company and the payment of interest on GT&T debt denominated in foreign currency are not subject to withholding taxes. It also provides that fees payable by GT&T to the Company or any of its subsidiaries for management services they are engaged to render shall be payable in foreign currency and that their repatriation to the United States shall not be subject to currency restrictions or withholding or other Guyana taxes. GT&T has a number of tax issues pending before the Guyana revenue authorities or the Guyana courts. See Note 11 to the Consolidated Financial Statements included in this Report.

 

Employees

 

As of December 31, 2002, GT&T employed approximately 650 persons of whom approximately 475 are represented by the Guyana Postal and Telecommunications Workers Union. GT&T’s current contract with this union expires on September 30, 2004. The Company and its other subsidiaries employed a total of approximately 167 persons at December 31, 2002. The Company considers its employee relations to be satisfactory.

 

Item 2.    Properties

 

At December 31, 2002, GT&T utilized approximately 254,000 square feet of building space on approximately 41 acres of land in various locations throughout Guyana, all of which is owned by GT&T. In addition, GT&T leases approximately 3,000 square feet of office space in Georgetown, Guyana. For additional information, see “Business—GT&T—Expansion.” GT&T carries insurance against damage to equipment and buildings, but not to outside plant. The Company and its other subsidiaries lease approximately 45,000 square feet of building space in various locations.

 

Item 3.    Legal Proceedings

 

GT&T is involved in various regulatory and court proceedings in Guyana that are discussed in Item 1. “GT&T—Regulation” and Note 11 to the Consolidated Financial Statements included in this Report.

 

The Company is involved in various other litigation, the ultimate disposition of which, in the opinion of the Company’s management, will not have a material adverse effect on the financial position or operations of the Company.

 

Item 4.    Submission of Matters to a Vote of Security Holders

 

There   were no matters submitted to a vote of security holders during the fourth quarter of 2002.

 

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Executive Officers of the Registrant

 

Set forth below are the executive officers of the Company as of the date hereof:

 

Name


  

Age


  

Position


Cornelius B. Prior, Jr.

  

69

  

Chief Executive Officer, Chairman of the Board and Secretary of the Company; Chairman of the Board of GT&T

Samuel Sigarto

  

41

  

Chief Operating Officer

Joseph L. DiMaio

  

54

  

Vice President—Sales and Marketing

Lawrence M. Fuccella

  

39

  

Vice President—Special Projects

Richard A. Hanscom

  

60

  

Vice President—Technology and Engineering

Lawrence G. Stewart

  

43

  

Vice President—Corporate Development

Sonita Jagan

  

37

  

Chief Executive Officer—GT&T

 

Cornelius B. Prior, Jr. became Co-Chief Executive Officer and President of the Company upon its founding in 1987 and since December 30, 1997, has been Chief Executive Officer and Chairman of the Board. From 1980 until June 1987, Mr. Prior was a managing director and stockholder of Kidder, Peabody & Co. Incorporated, where he directed the Telecommunications Finance Group. Mr. Prior was a Fulbright Scholar following graduation from Holy Cross College and the Harvard Law School. He is also currently the Chairman of the Caribbean Association of National Telecommunications Organizations (CANTO).

 

Samuel Sigarto joined the Company in December 2002 as Chief Operating Officer. For the past 20 years, Mr. Sigarto has held key positions at major companies throughout the telecommunications industry, including three years as Senior Vice President for Nortel Networks, ten years as Executive Director for SBC Technology Resources, and seven years at AT&T Bell Laboratories and Bellcore. Mr. Sigarto holds degrees in both Computer Science and Electrical Engineering.

 

Joseph L. DiMaio joined the Company in January 2003. He is a thirty year veteran in telephony with over two decades of senior leadership responsibility for sales and marketing. His background includes the launch of America’s first contiguous fiber optic network with Microtel in 1985 to the recent the roll-out of global data initiatives with Primus Telecommunications.

 

Lawrence M. Fuccella became a Vice President of the Company in 1998. Mr. Fuccella joined GT&T as assistant Finance Controller in July 1992 after receiving his MBA from Virginia Commonwealth University. He became Finance Controller of GT&T in 1993. Since 1994 he has been Special Projects Director with responsibility for managing the Company’s domestic long-distance projects, audiotext operations and its relationships with foreign telecommunications administrations.

 

Richard A. Hanscom, Sr. was appointed as Vice President—Technology and Engineering of the Company in March 2000. He has 39 years of experience in the telecommunications industry. He joined ITT in 1974, and was working at Vitelco when the Company acquired it in 1987 and has held various management positions with the company since that time. He has a degree in Electrical Engineering from Rochester Institute of Technology.

 

Lawrence G. Stewart joined the Company in November 2001 as Vice President of Corporate Development. Mr. Stewart came to ATN from a PCS wireless company based in Atlanta, GA, where he was Vice President, Sales & Marketing. For the previous ten years, Mr. Stewart held key management positions with BellSouth’s wireless groups, and helped develop BellSouth International operations in Latin America, Europe, and Asia/Pacific. Mr. Stewart holds a B.A. from the University of Virginia, and an MBA from the University of North Carolina—Chapel Hill.

 

Sonita Jagan Chief Executive Officer of GT&T joined GT&T in March 1993 as Assistant Financial Controller. She was promoted to Financial Controller in 1994 and was further promoted to General Manager—Internal Affairs in June 1999. Ms. Jagan received a Bachelor of Arts in Administration and Commerce from the University of Western Ontario, Canada.

 

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Table of Contents

 

PART II

 

Item 5.    Market for Registrant’s Common Equity and Related Stockholder Matters

 

The Company’s Common Stock, $.01 par value, is listed on the American Stock Exchange (“AMEX”) under the symbol “ANK”. The following table sets forth quarterly market price ranges for the Company’s Common Stock in 2001 and 2002:

 

2001 Quarters


  

High


  

Low


1st

  

16.50

  

10.50

2nd

  

16.25

  

13.00

3rd

  

13.95

  

13.00

4th

  

14.20

  

12.85

 

2002 Quarters


  

High


  

Low


1st

  

13.56

  

11.95

2nd

  

14.74

  

10.63

3rd

  

14.64

  

13.32

4th

  

15.50

  

13.54

 

The approximate number of holders of record of Common Stock as of March 21, 2003 was 66.

 

Dividends

 

The Company has paid quarterly dividends on its common stock since January 1999. Dividends were paid at the rate of $0.15 per share per quarter from January 1999 through January 2000 and at the rate of $0.175 per share per quarter from April 2000 through January 2001. In March 2001 the Board of Directors increased the quarterly dividend to $0.20 per share commencing April 2001. Dividends have been paid at the rate of $0.20 per share per quarter from April 2001 through June 2002. In September 2002 the Board of Directors declared a dividend increase to $0.225 per share payable on October 11 and another quarterly dividend of $0.225 per share payable on January 10, 2003. In March 2003, the Board declared its regular quarterly dividend of $0.225 per share.

 

The declaration and payment of dividends on the Common Stock is at the discretion of the Board of Directors of the Company. The continuation or modification of the Company’s current dividend policy will be dependent upon future results of operations, financial condition, capital requirements, contractual restrictions, regulatory actions, and profitability of the Company and its subsidiaries and other factors deemed relevant at that time by the Board of Directors.

 

9


Table of Contents

 

Item 6.    Selected Financial Data

 

SELECTED HISTORICAL FINANCIAL DATA

 

The following selected historical financial data have been derived from and are qualified by reference to, the audited consolidated financial statements of the Company. The selected historical consolidated financial data should be read in conjunction with the audited consolidated financial statements and related notes thereto of the Company for the years ended December 31, 2000, 2001 and 2002. As is discussed in Note A and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Company’s results of operations in several of the years shown below were significantly affected by certain items. The data shown below identifies these items for the years 1998 through 2002. All dollar amounts are in thousands, except per share data.

 

    

1998


    

1999


    

2000


    

2001


    

2002


 

Statement of Operations Data:

  

Consolidated


 

Telephone operations Revenues:

                          

International long-distance revenues

  

$

84,028

 

  

$

73,737

 

  

$

62,370

 

  

$

62,467

 

  

$

39,711

 

Local exchange service revenues

  

 

9,444

 

  

 

8,692

 

  

 

11,724

 

  

 

18,538

 

  

 

27,788

 

Other revenues

  

 

1,172

 

  

 

1,602

 

  

 

2,480

 

  

 

2,657

 

  

 

3,311

 

    


  


  


  


  


Total revenue

  

 

94,644

 

  

 

84,031

 

  

 

76,574

 

  

 

83,662

 

  

 

70,810

 

Total operating expenses

  

 

63,095

 

  

 

60,165

 

  

 

47,670

 

  

 

49,911

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