Good day, ladies and gentlemen, and welcome to the Atlantic Tele-Network Q3 Earnings Conference Call and Webcast. At this time all participants are in listen-only mode. Later we will conduct a question-and-answer sessions and instructions will follow at that time. (Operator Instructions) I would now like to introduce your host for today's conference, Mr. Justin Benincasa, Chief Financial Officer. Sir, you may begin.

Thank you, Good morning, everyone, and thank you for joining us on our call to review our third quarter and nine months 2014 results. With me here is Michael Prior, ATN's President and Chief Executive Officer and as usual 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 the 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 reconciliation 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 atni.com or to the 8-K filing provided to the SEC. With that, I’ll turn the call over to Michael for his comments on the quarter.

Thank you, Justin. Good morning everybody. While I am pleased to report that our third quarter results continued the strong trends we've seen year-to-date showing very strong year-on-year comparison. And we were particularly engaged by this performances that is line was what we said a year ago this time just after we completed the sale of our Alltel retail wireless business and that was that our remaining businesses had positive growth prospect and represented an asset portfolio capable of producing solid sustainable results. This has proven to be case over the past year and in fact the growth was better than we expected. So for the first nine months of 2014, that growth has been driven by the exceptional performance of our domestic wholesale wireless business and it's been supported by stable results overall from our international wireless business and our domestic and international wireline operation. As the saying goes, if a few expectations are wrong at least let them be to the upside so we were not unhappy to see the U.S. Wireless beat are expectations again this quarter and that outperformance was for the same reasons that we've talked about in prior quarters, namely significant increase in domestic data traffic that has been a result of our ongoing investments to upgrade network capacity and coverage. The level of this unit volume growth was hard to predict and we turned out to be too conservative. Having said all that, we do see a point likely beginning in the first quarter of 2015 where ongoing price reductions were more than offset the volume growth we've seen this year. In other areas of our business, the quarter was mixed with some high points and some other areas that we're focused on improving, but all in all we are pleased with our…

Thank you, Michael. Total company revenues for the quarter were up 13% to $89.4 million and for the nine months year-to-date revenue totaled $247.8 million, that's up 15%, which as Michael noted reflected the strong year-on-year growth of our U.S. wireless segment. Revenues in Guyana were down this quarter compared to a year ago as broadband revenue growth was offset by revenue declines in our wireless and local and long distance operations. Similar to the first half year-on-year revenue comparisons to Guyana were negatively affected by a local currency devaluation, which amounted to approximately $450,000 in the third quarter. As we anticipated, our Ireland wireless segment saw roaming revenues decline this quarter due to overall lower wholesale roaming rates and the new retail roaming offerings in Bermuda. Adjusted EBITDA for the quarter increased 17% to $41 million, giving us a consolidated adjusted EBITDA margin of 46%. For the nine months ended September, EBITDA increased 21% to a $104 million and our adjusted margin was 42%. Moving down the income statement, this quarter's operating income was $28.2 million, up 41% from the same quarter in 2013, well outpacing the 13% revenue growth I mentioned earlier. Similar to the second quarter, this strong performance was driven by an over 50% increase in operating income from our U.S. Wireless -- wholesale wireless business, which more than offset lower operating income in the international telephony and Island Wireless segments. Lower operating income in these two segments was mainly related to the revenue decreases I noted earlier along with an increase operating expenses in Guyana. We're focusing our attention on cost reductions in those markets, by balancing those efforts with upgrading our competitive positioning. Operating expenses this quarter included $1 million of noncash stock-based compensation, compared to $900,000 million in last year's third quarter. Net…

Thank you. (Operator Instructions) And our first question comes from Ric Prentiss from Raymond James. Your line is open.

Thanks Good morning guys.

Hey Ric.

Hey. Couple questions. I'm sorry I had to join in progress. First on the organic side, obviously, a very strong quarter in the Comnet business. When you look at the seasonality, usually 2Q, 3Q are the spike and then it comes back down a little bit. It also felt like -- so the first part of the question is should we expect normal seasonality there? And the second part of that question is, it seems like the tone in the press release was saying that the expected price declines for this year at least have already been received. Is that a fair assumption?

No, it's not. I think we've had some price decline this year, but we will have further impact to fourth quarter, but I think the bigger impact on the fourth quarter would be seasonality.

Okay. And then, Justin, you kind of alluded to it a little bit also that the organic investment activity has been pretty strong in the U.S. Wireless side. Down, I think, almost 120 base stations this year. When you consider what you might be able to do in the coming years -- I think the press release also said you see additional opportunities out there -- is it pumping up the number of base stations? Is it putting out 4G LTE? I was just trying to think ahead of what those opportunities might mean.

I think it's -- I think its -- first it's all of the above but not quite sure the mix. It is adding base stations. It is continuing to add data capabilities. You note from the numbers we still have, we still can upgrade quite a few more sites to 3G and then I think eventually at some point, it's certainly is likely to involve 4G.

And in the past, you'd always said that the customers, the roaming, the carriers themselves haven't really been pushing for it, but we're seeing obviously a significant uptake in 4G sales, a big push for smartphones. Are you getting some pressure out there and what would the cost be to roll out 4G? Because obviously, your network's not very population-driven; it's more coverage-driven, so if we're just trying to -- how do we frame what that cost could be?

I think it’s a combination of cost. We do have 4G up but it's in that retail-oriented joint venture we have and Triable lands. So we have 4G capability. We've 4G capability in the core. There will be work in the core and there will be potentially in some places backhaul work as you probably know that can be big part of the cost particularly if -- it could be a capital cost if you do microwave or dark fiber and it could be operating expense if you do it other way. So it will be significant. I don’t think at this point it would necessarily be as much as upgrade to 3G, but it depends how and where we roll it and the speed and so on and you're right to recall Rick too that we – from the carrier point of view, the areas we cover are pretty remote. So you start with -- it's going to lag the dense areas where you are fighting for residential subscribers and it's really in accommodation and coverage and so I think it's going to continue to lag even on 4G.

Okay. And then as we think through, I know you're not ready to give guidance on 2015 or 2016, but as we think through the pressure from pricing but the countervailing just significant demand -- we just got off the American Tower call, and Jim Taiclet did a great job talking about just the increasingly -- data usage doubling every year, that when you see smartphones and then connected devices. So when you have those counterbalancing items on your roaming of price cuts, but then volumes increasing and number of base stations probably increasing, is it fair to assume that we should continue to see revenue growth even with those price cuts as we look out in 2015, and the question is just how much?

No I don’t think it's fair to assume, but I think if you look on a per-site basis, obviously our costs go up significantly as you add data capacities in the voice world. So there is a certain amount of revenue needing to go up, but there is a point at which from our customer's standpoint it really can't. It won't make sense for them, right for their cost to up. So we're intently focused on trying to keep the costs per area of coverage as flat as we can and to do that you're going to have to continue as we've talked about reduce unit pricing as volumes grow. So it's -- as you’ve seen from our discussions about it over the last few years and what's happened, it's not a straight line. It can be lumpy and a step-function in which you don’t see when we do on the P&L is a lot of our expenses of course capital expense will proceed that revenue growth, but ultimately you got to get back to how do we make sure this continues to work as a long-term solution for carriers.

Right, because obviously the bigger risk is you don't want an overbuild.

Right, at some level if it keeps going it starts to make sense for them to build it. I think it’s a poor strategic use of funds for them, but because it really doesn’t change their competitive positioning in any way or introduce new revenue streams, but they also can't have costs spiral out of control.

Right. Okay. Thanks, Michael.

Yes.

Thank you. And our next question comes from Barry McCarver from Stephens Inc. Your line is open.

Hi good morning guys. Thanks for taking my questions, and good quarter. So I guess, Michael, just for a couple of points of clarification, for the pricing in 2015 on the US wireless side, you're mentioning -- are there specific dates that you have in mind for contracts? Or are you just kind of assuming that, as history has shown us, that there will be some contraction there?

It’s a combination Barry, but it's more of the latter. We look at the increased volume growth and it's just a principal I just went through in response to last question, which is we have to figure out a way to make sure that the overall cost per area covered isn’t rising beyond what makes sense for the customer.

Yes. Okay. And then just on the capital intensity for that business, you mentioned in the press release going up to 65% 3G or higher on the base stations. Is there opportunity to take that higher over the next 18 months? I guess my question is, was there some low-hanging fruit that was obviously you needed to upgrade over the last 18 months, and going forward it's going to be a little bit more spotty, a little bit more strategic in thinking? Or will that just continue on at pace?

Yes. Barry. It's Justin. There definitely was -- the early stuff was definitely the low hanging fruit. So I think there is room to expand on that, but it's never -- a lot of the low hanging fruits have been accomplished.

Okay. And then switching segments, on the international wireless, I think you mentioned in your press -- or in your remarks that a need to improve service levels in Guyana. Can you talk about that, specifically what you have in mind there, and what that competitive environment looks like today?

Yes, I'll give you a bit of flavor. I think while we've done a good job over the years in a lot of areas there growing network capabilities and capacities and indeed put a lot into that, I don’t think our retail phase and the sales marketing envelop that accompanies it has kept pace. So that’s one area. So a lot of it is just simply upgrading our retail experience for customers across the Board. So everything that implies. Whether from the look and feel of stores to the number of locations whether it's aging or stores to the efficiency and atmosphere of the stores themselves and then there are other elements of that customer care envelop that also need work. So it's fairly straight forward stuff, but there is a lot of work to be done.

And are those projects to improve that in place now, or is that something you're going to be doing over the next couple of quarters?

The planning in place, but I think most of its going to be done over the next few quarter, yes.

Okay. Thanks a lot, guys.

Sure.

Thank you, and our next question comes from Hamed Khorsand with BWS Financial. You line is open.

Hi. Good morning. Just following up on the earlier questions that you were being asked, is there -- do you think it's pricing related or do you think it's the amount of traffic that you are carrying on your network that once the carriers want to just keep off their network that’s helping you guys out?

Say that again. I am not sure I understood the question.

Hamed. Our networks are typically where don’t have network. That’s why they’re using our network.

No, I understand that, but you were referencing that -- that's a price related. But my argument is, could it be that purely from a factor that it keeps traffic off their network that they prefer to use you as a third party instead of just putting a tower up and keep the traffic on their network?

No I don’t think we look at it that way, if I am understanding you correctly. We don’t know always what is driving all decisions in the operator customers, but I would say that really what they are looking at is as I said these are low return expenditures for them to build in these areas and have really no strategic value. So what we have to make sure is that it is a low return expenditure that’s really how you turn around and say we have to make sure the prices are there and then there are other aspects. There are speed-to-market occasions and there’s things that simple as where is your field force and how stronger they are in those areas, but ultimately I think it’s a decision like many outsource decisions, but this is not strategic and ultimately lower costs.

Okay. And I assume that you plan to bring, I think, something like 250 remaining base stations to 3G or higher levels. Do you have any assumptions as to what kind of benefit you would see from a data traffic increase?

It's hard to map that as you’ve seen in the past -- it's hard to map that precisely. I think that the components you have to realize is that it's not a linear as Justin said before, it's not linear. So the first 200 you add and the next 200 are not going to drive the same amount of volumes and the areas that we've been driven to by customers to add the capacity tend to be the place if they need it sooner, right. So that is going to tend to have higher volumes and then you have to look also to what is happening with rates, right. So I think it would be wrong to take that 65% number and try to extrapolate and say if we do another third it's going to be half of what we've already seen.

And my last question is seems like the rest of the business you are facing some sort of competitive threat or other variable. Is it -- are you paying enough attention to it or is Tom not taking up all the attention? Maybe you just explain what's going on the other side of the business?

I don’t think it's our wholesale wireless that is diverting us, but I think it's possible. We didn’t pay enough attention to partly when we were dealing with the Alltel acquisition integration and then disposition. So I think we have to take a little bit of our marks for saying we could have been paying close attention, but it's pretty limited. It's not all markets by any means. When you see competitive threat, I don’t think the competitive threat has changed and I think it's quite manageable. I think it's more that you know we aren’t at the top of our game in all places.

Okay, great. Appreciate it. Thank you.

Sure.

Thank you. And our next question comes from Shoon Huggett from Geosam Capital. Your line is open.

Good morning, guys.

Good morning.

A lot of the questions have been surrounding the U.S. wireless and international wireless segments. So I am not going to ask anymore about those, but if you could provide some color on the domestic U.S. wireline segment. Do you have any idea of the run rate EBITDA of the Sovernet ION network? And is there a press release or is there more that you can allude to on these new contracts that you have signed up for and what they could potentially bring to the earnings of the company?

Yes. I think for the first one, we don’t break that out separately, so there is nothing more we can say there, although I think hopefully we've given you some good qualitative information and you got the some segment information that’s helpful. On the next question there is press about this in Vermont and its probably ongoing. We've been -- there has been press about signing a number of customers because we just in both places in both Vermont and New York State because we just completed major fiver builds and we've been adding a number of larger customers that includes school systems and it includes enterprise customers such as the one I referenced in the prepared remarks. So that to us it was interesting because we've been adding some larger enterprise customers and they tend to be very demanding, but it’s a high quality customer tend to be long-term contracts and so it's -- we're feeling good about that.

It's probably the most misunderstood division, I think, in your company and the hardest to value. It might be useful to separate its performance from the international wireline segments, the legacy asset copper lease line segments, so that people can see its performance, even if it is limited right now. And is there any kind of metric that you can give us, as the investor, that will help us determine the use of it, based on these larger contracts coming online, these larger customers? How much data do they -- do you need to transport along on those lines? Is there anything that you can give to us to help us from that standpoint?

I don’t want to do off the cuff from the call, but I would say -- two things I said. We will take it under advisement to see if there is more data we can provide and perhaps there is something we could even add to our quarterly reports where we have more detail. I will say that what really drives more data would be reported to be a larger in relations to the whole. And so part of its is just it’s a -- part of the progress, but it’s a very small business from the whole.

Just to clarify. The U.S. wireless segment it is just U.S. and there are no international – wireline I am sorry. Is what you meant to say, so it does include traditional CLEC operations in there, but there is no international.

Okay understood. And then one last thing, have you been in -- you mentioned that you’ve seen that any acquisition opportunities have been at full value, but has that deterred you from even talking to potential targets? Have you had discussions with them? Have you sat down at the table with anybody to suggest that you really are committed to acquiring a business or failing that, when is the potential opportunity arise when you determine you should distribute the money instead of looking for opportunities?

Well it's really a – to answer the first part of that first, it's really a mix. So we do see many things that we look at call it desktop review and say – not very compelling, not worth of time to investigate further, but we have investigated a number of further and sat down with parties and gotten into details on terms and structure and so on. But what happens is you the number of those things that you are doing is limited. You question to this to accept changes that come along in that process whether its diligence that turns up the negative information you weren’t aware when you started whether it concerns about fit or other risks that appear structured, you don’t -- we don't have the same leash we would in another case to say look, there is a way to fix this because we're out of full price point. So I think those things do combine, but we don’t say there is no possibility of us doing something. We wouldn’t be active in the market if we sought that. And from a return standpoint to if you think about taking the money, sending the money back to shareholders and a special dividend for example it’s a pretty big pack than efficiency there right. So the shareholder getting that money now has to recovery the tax hit before they can even approach the returns if we would get in our hand. So as long as we think that there is potential to invest that in our equity returns we're going to keep looking.

Okay. One last thing, because that made me think of something else. You mentioned the tax hits. Why haven't you -- if you see companies at full value that's preventing you from making acquisition, I think if you were to ask a lot of investors, they would think that your stock is undervalued. That's why we've invested our money into it. What's stopping you from doing a normal quiz issue bid or substantial issuer bid to buy back shares, which will not only increase the value for the remaining shareholders, but reduce the amount of dividends you have to pay out on a per-share basis?

It’s a good question and its one of those things we always look at. It is something to be considered. There are problems with going and using up your money for buyback if it turns out that there is a deal around the corner. But I think you're right in saying that there definitely tax benefits and the pricing looked right. So it's something we will continue to evaluate. What we said repeatedly about this is nothing is static and we're open to all ideas and we do discuss all those ideas.

Okay. Thanks a lot.

Sure.

Thank you and our next question comes from Sergey Dluzhevskiy from Gabelli & Co. your line is open. Sergey Dluzhevskiy - Gabelli & Co: Good morning guys. Just a question on interconnect opportunities. Could you remind us which sectors are you primarily looking at on your evaluations of those opportunities? And also are there any new areas that you are looking at now compared to a year ago when you started this process and also on the U.S. wireless side another question obviously is there was very strong volume growth across your whole footprint, but I was wondering if you could call out particular areas may be where you saw even more significant growth I guess, which regions are driving that momentum if any?

Okay. Let me answer the last one first. It's easier. I think it's generally in our main operating area that we've seen, which is the South West, the American South West has been the driver. So it's really been the same traditional areas and I am not sure I could pin it down more within that. As to the question about what we're looking at and we're looking at -- really we've looked at across the Board opportunities in telecommunication services. We've looked at other related infrastructure businesses. We are -- the closer it is to our current operating assets, the easier it is for us to evaluate. So those things tend to be top of the list, but we've had a history of branching out and other things after careful study. So we continue to look at those opportunities as well. So beyond that, I am not going to get in specifics unless and until we have something to say that we've gotten ourselves to the point where we're ready to move on it. Sergey Dluzhevskiy - Gabelli & Co: Thank you.

Sure.

Thank you. (Operator Instruction) And we have a follow-up from Ric Prentiss with Raymond James. Your line is open.

Thanks. Hey guys. Just a couple of quick follow-ups. Not sure if it was mentioned in the prepared remarks, but is there a size, given, $400 million something if you include the escrow amount, no leverage on the balance sheet. As you look out there, what size transactions are you looking at? Is it a bunch of small, is it medium, is it large? What should we think about as making its way through the review process?

Sure. I think we prefer larger. And that doesn’t necessarily we want to one deal necessarily although if it was an attracted one that will be good. And we do for obvious reason, which is it's just -- there is a limit to the number of businesses we think we can monitor carefully and add value to. So that definitely influences us. Now there are smaller deals that we call up, you call bolt-on. So if there are transactions such as the one we did in Bermuda few years ago, those kinds of transactions we would -- if they are there, we would do many of those. But primarily when we are out there thinking about putting the balance sheet to work we're looking for larger deals and so you can do the math to see our capacity is quite large even if we wish to stay within conservative leverage levels. We certainly would like to have some leverage. So the ability to use some that capital in the mix would be ideal and implies doing bigger deals.

And then you mentioned Bermuda. In the press release, it talked a little bit about the retail versus the wholesale roaming. Remind us again, I think Bermuda is kind of a -- third quarter is the spike or when is the spike for Bermuda in the roaming seasonality?

Yes. It's more of the third quarter, our second third quarter versus the other islands, which are more first quarter.

Right. And so that price reductions in roaming, did it just take effect in the third quarter? Was it somewhere there and was it somewhat there in the second quarter?

It was somewhat there, but it started ramping in the third quarter. It was rolled out in the second quarter, but it started getting a little bit wheels behind in the third.

Okay. And then on the US Wireless business, customer concentration, when you think about other potential users of your network out in the whitespace area, Sprint has got a program looking at trying to get people on board. T-Mobile has had some discussions trying to think about how to improve their network coverage. Any update as far as discussions with other carriers using your network? Or what is the typical number of carriers that you see on your base stations?

Yes. I think we have multiple carriers on most base stations. The biggest two carriers are the most important customers in the sense that they have the most need and the most subscribes, which translates into that need, but the model works best for all including the two biggest customers the more we can make it a fully shared infrastructure. So we're always open to doing things there and we have to treat the highest volume customers accordingly, but that doesn’t mean we can make attractive offers to many other carries and so we are always looking at that. And I think we feel we're better than anybody in doing a cost effective quality builds in these types of areas, these wide spaces. So we see it as an opportunity.

Yes, because if you think about the overbilled risk and the revenue pressure, that was all that discussion was on. If it gets too expensive for one customer, but the concept of hey, this is an area where nobody wants to build by themselves, other carriers should come on broad. So if we do see Sprint or T-Mobile the non big two kind of become more interested in increasing their coverage there might be the room for some better growth longer term on the role business in U.S.

That’s right. But for each carrier what it takes is the strategic commitment to say I think this coverage is important right. So when the carrier decides for instance even to say I am going to go 2G to 3G capability in these areas there are some cost associated with that. And so a lot of it is for the carrier to decide if it's really important for their brand and for their overall strategy that they have coverage in these areas or higher speed coverage in these areas. And that part we really can't make those decisions. That’s where the carriers to make. But I think you should also release that part of the equation as well.

Sure. Any need for you to pick up spectrum to provide services out in those markets?

Always. It's like every other carrier you don’t want to be passing up against your spectrum and so looking forward you know you can put more at work. Now in the areas we operate, there is a ton of unutilized spectrum. But it's really getting access to it. So we're always looking for that and that’s going to put its costs and also asset value in that business.

Is that something you capitalize or is that -- I am trying to think where on the balance sheet we would see that spending.

Yes. We capitalize it.

Okay. And now I don't think I saw -- you guys are not in the AWS-3 auction, though, right?

You know what, we are so scared of our lawyers, we know the answer, but we are not going to answer.

Okay. Fair enough. Thanks, guys.

Thanks.

Thank you. And I am showing no additional questions from our phone line. I would now like to turn the call back over to management for any closing remarks.

No closing remarks everyone. That concludes our call and we'll talk to you at the end of the year. Take care.

Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program and you may all disconnect. Everyone, have a wonderful day.