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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20192020

Or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-12593

ATN INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

47-0728886
(I.R.S. Employer
Identification No.)

500 Cummings Center
Beverly, Massachusetts
(Address of principal executive offices)

01915
(Zip Code)

(978619-1300

(Registrant’s telephone

number, including area code)

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

Title of Each Class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.01 per share

ATNI

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

(Title of each class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  No 

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 for 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  No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  No 

The aggregate market value of Common Stock held by non-affiliates of the registrant as of June 28, 2019,30, 2020, was approximately $632$672 million based on the closing price of the registrant’s Common Stock as reported on the Nasdaq Global Select Market.

As of March 2, 2020,1, 2021, the registrant had 16,001,43315,898,477 outstanding shares of Common Stock, $.01 par value.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Definitive Proxy Statement for the 20202021 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

Table of Contents

TABLE OF CONTENTS

Page

Special Note Regarding Forward Looking Statements

1

PART I

1

Item 1.

Business

1

Overview

1

Strategy

3

Our TelecommunicationCommunications Services

4

Wireless Services

7

Wireline Services

9

Renewable Energy Services

109

EmployeesHuman Capital

1210

Regulation

1210

US Federal Regulation

1210

US State Regulation

1815

US Virgin Islands Regulation

16

Guyana Regulation

1917

Bermuda Regulation

20

Available Information

2218

Item 1A.

Risk Factors

23

Other Risks Related to Our Businesses

30

Risks Related to Our Capital Structure

3518

Item 1B.

Unresolved Staff Comments

3630

Item 2.

Properties

3630

Item 3.

Legal Proceedings

3631

Item 4.

Mine Safety Disclosures

3731

Information About Our Executive Officers

3832

PART II

3933

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

3933

Item 6.

Selected Financial Data

4134

Item 7.

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

4336

Overview

4336

Results of OperationsOperations: Years Ended December 31, 2020 and 2019

:

44

Results of Operations: Years Ended December 31, 2019 and 2018

50

Results of Operations: Years Ended December 31, 2018 and 2017

6055

Regulatory and Tax Issues

6560

Liquidity and Capital Resources

6661

Recent Accounting Pronouncements

7367

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

7367

Item 8.

Financial Statements and Supplementary Data

7368

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

7368

Item 9A.

Controls and Procedures

7368

Evaluation of Disclosure Controls and Procedures

7368

Management’s Report on Internal Control over Financial Reporting

7468

Changes in Internal Control over Financial Reporting

7469

Item 9B.

Other Information

7469

PART III

7570

Item 10.

Directors, Executive Officers and Corporate Governance

7570

Item 11.

Executive Compensation

7772

Item 12.

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

7772

Item 13.

Certain Relationships and Related Transactions, and Director Independence

7772

Item 14.

Principal Accountant Fees and Services

7772

PART IV

7873

Item 15.

Exhibits and Financial Statement Schedules

7873

Item 16.

Form 10-K Summary

8176

Signatures

8277

Index to Consolidated Financial Statements

F-1F-1

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSSTATEMENTS

This Annual Report on Form 10-K (this “Report”) contains forward-looking statements relating to, among other matters, our future financial performance and results of operations, including the impact of the novel coronavirus pandemic on the economies of the markets we serve and on our business and operations; expectations regarding future revenue, expectationsoperating income, EBITDA and capital expenditures for 2020;expenditures; the competitive environment in our key markets, demand for our services and industry trends; our expectations regarding construction progress under our FirstNet agreement and the effect such progress will have on our financial results; our expectations regarding the benefits and timing of our pending acquisition of Alaska Communications; the impact of federal support program revenues and the FirstNet transaction; our  growth opportunities; our expectations for macro-economic growth in certain of our markets;liquidity; and management’s plans and strategy for the future. These forward-looking statements are based on estimates, projections, beliefs, and assumptions and are not guarantees of future events or results. Actual future events and results could differ materially from the events and results indicated in these statements as a result of many factors, including, among others, (1) the general performance of our operations, including operating margins, revenues, capital expenditures, and the future growth and retention of our major customers and subscriber base; (2) our ability to maintain favorable roaming arrangements, receive roaming traffic and satisfy the needs and demands of our major wireless customers; (3) our ability to efficiently and cost-effectively upgrade our networks and IT platforms to address rapid and significant technological changes in the telecommunications industry; (4) government regulation of our businesses, which may impact our availability to participate in government subsidy and incentive programs, our FCC and other telecommunications licenses, or our renewables businesses; (3)licenses; (5) our reliance on a limited number of key suppliers and vendors for timely supply of equipment and services relating to our network infrastructure; (4)(6) economic, political and other risks and opportunities facing our operations; (5) our ability to maintain favorable roaming arrangements, receive roaming traffic and satisfyoperations, including those resulting from the needs and demands of our major wireless customers; (6) our ability to efficiently and cost-effectively upgrade our networks and IT platforms to address rapid and significant technological changes in the telecommunications industry and protect our system and data from cyber threats;pandemic; (7) the loss of or an inability to recruit skilled personnel in our various jurisdictions, including key members of management; (8) our ability to expandsuccessfully complete our pending acquisition of Alaska Communications and obtain funding for our renewable energy business;recognize the expected benefits of such acquisition; (9) our ability to find investment or acquisition or disposition opportunities that fit the strategic goals of the Company; (10) the occurrence of weather events and natural catastrophes;catastrophes and our ability to secure the appropriate level of insurance coverage for these assets; (11) increased competition; (12) the adequacy and expansion capabilities of our network capacity and customer service system or renewable energy development pipeline to support our customer growth; (13) our continued access to capital and credit markets; (14) the impact of our investments and (14)acquisitions; and (15) the risk of currency fluctuation for those markets in which we operate. Statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. These assumptions could be proven inaccurate.

You shouldPlease keep in mind that any forward-looking statement made by us in this Report or elsewhere speaks only as of the date on which we make it. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. In any event, these and other important factors may cause actual results to differ materially from those indicated by our forward-looking statements, including those set forth in Item 1A of this Report under the caption “Risk Factors.” We have no duty to, and do not intend to, update or revise the forward-looking statements made by us in this Report after the date of this Report, except as may be required by law.

In this Report, the words “the Company,” “we,” “our,” “ours,” “us” and “ATN” refer to ATN International, Inc. and its subsidiaries. This Report contains trademarks, service marks and trade names that are the property of, or licensed by, ATN and its subsidiaries.

References to dollars ($) refer to US dollars unless otherwise specifically indicated.

PART I

ITEM 1. BUSINESS

Overview

We arestrive to be a holding company that, directlyleading platform for the operation of, and investment in, smaller and specialty market communications services and technology companies. We have a long track record of delivering critical infrastructure-based solutions to underserved markets. through our Our majority-owned operating subsidiaries owns and operates telecommunications businesses in North America, the Caribbean and Bermuda as well as a renewable energy business in India. We were incorporated in Delaware in 1987, began trading publicly in 1991 and spun off more than half of our operations to stockholders in 1998. Since that time, we have engaged in many strategic acquisitions andprovide facilities-based

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communications services, along with related information technology solutions, in the United States, Bermuda, and the Caribbean. We also have non-controlling investments in several communications and technology companies, and we continue to help grow our operations, using the cash generated from our established operating units to re-invest in our existing businesses, consider opportunities to make strategic controlling and minority investments in additional businesses that we believe have the potential for generating substantial and to returnrelatively steady cash flows over extended periods of time or have technologies or business models that might prove valuable to our investors.main operating subsidiaries or create significant longer term growth potential for us as a whole.

At the holding company level, we oversee the allocation of capital within and among our subsidiaries, affiliates, minority investments, and stockholders. We also have developed significant operational expertise and resources that we use to augment the capabilities of our individual operating subsidiaries. Over the past 10 years, we have built a platform of resources and seek to maintain, resourcesexpertise to support our operating subsidiaries and to improve their quality of service, and customer acquisition, retention, and satisfaction while maintaining optimal operating efficiencies. We have a number of shared service functions, including billing, network and engineering and customer service, and the parent company also employs personnel with specialized skills that provide greater economies of scale and expertise than would typically be available at the operating subsidiary level.

look

We were incorporated in Delaware in 1987, began trading publicly in 1991 and spun off more than half of our operations to stockholders in 1998. We actively evaluate potential acquisitions, investment opportunities and other strategic transactions, both domestic and international, that we believe have the potential for businesses that offer growth opportunities or potential strategic benefits, butrequire additional capital investment in order to execute on their business plans. We hold controlling positions with respect to some generating steady excess cash flows over extended periods of our investments and non- controlling positions in others. Ourtime. In addition, we consider non-controlling investments in earlier stage businessesfrequently that we consider strategically relevant, and which may offer a long-term growth potential for us, either individually, or as research and development businesses that can support our operating subsidiaries in new technology, product, and service development component and offerings. We have used the cash generated from our established operating units, and any asset sales, to re-invest in addition our existing businesses, to return cash to our investors, and to make strategic investments in additional businesses. We provide management, technical, financial, regulatory, and marketing services to our subsidiaries and typically receive a management fee equal to a percentage of their revenues, which is eliminated in consolidation. For further information about our financial segments and geographical information about our operating revenues and assets, see Notes 1 and 15 to the prospect of generating returns on our invested capital. For a discussion of the risks involved Consolidated Financial Statements included in our investment strategy, see “Risk Factors—We are actively evaluating investment, acquisition and other strategic opportunities, which may affect our long-term growth prospects.”this Report.

We

Through December 31, 2020, we had identified three operating segments to manage and review our operations in three operating segmentsand to facilitate both our internal and investor presentations of our results. These three operating segments are as follows:

follows:

International Telecom. OurBusinesses contained in our international wirelesstelecom segment offer a mix of fixed data, internet and voice services include voice and data(“Fixed”) as well as retail mobility (“Mobility”) services to retail customers in Bermuda, Guyana and the US Virgin Islands. Our international wireline services include voice and data services in Bermuda, the Cayman Islands, Guyana and the US Virgin Islands, as well asIslands. We offer fixed video services in Bermuda, the Cayman Islands, and the US Virgin Islands. In addition, we offerIslands and managed information technology services (“Managed Services”) to commercialenterprise customers and provide wholesale long-distance voicein all our markets. We also offer services to other telecommunications carrierstelecom providers (“Carrier Services”), such as international long-distance, transport and access services, and roaming from such telecom providers’ customers traveling in the countries in which we offer international wireline services.our network service areas.

US Telecom. In the United States, primarily in the Southwest, we offer wireless and wireline services. We offerCarrier Services, including wholesale wireless voice and data roaming services, and leasethe leasing of critical network infrastructure such as towers and transport facilities, to national, regional, local and selected international wireless carriers in rural markets located principally in the Southwest United States.site maintenance. We also provide consumerFixed, Mobility, and Managed Services to our retail and enterprise mobilecustomers, and fixed telecommunications services in certain areas where we offer those wholesale services and wholesale long-distance wireline voiceprivate network services to telecommunications carriers.enterprise customers, municipalities and other service providers.

Renewable Energy. In India, we provide distributed generation solar power to commercial and industrial customers. Through November 6, 2018, we also provided distributed generation solar power in the United States in Massachusetts, California and New Jersey.
Renewable Energy. In India, we provided distributed generation solar power to commercial and industrial customers through January 27, 2021. Through November 6, 2018, we also provided distributed generation solar power in the United States in Massachusetts, California and New Jersey.

On December 31, 2020, we announced that we entered into an Agreement and Plan of Merger (the “Alaska Merger Agreement”) with Freedom 3 Capital, LLC (“Freedom3”) to acquire all of the shares of Alaska Communications Systems Group, Inc. (“Alaska Communications”), a publicly listed company (Nasdaq:ALSK) for approximately $340 million, including the assumption of debt (the “Alaska Transaction”). Following the closing of the Alaska Transaction,

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we will, through our subsidiaries, own and control approximately 51% of Alaska Communications and Freedom3, through its affiliates, will own the remaining 49%. In February 2021, the required waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976 expired, however the Alaska Transaction remains subject to customary closing terms and conditions including (i) the approval of Alaska Communications’ stockholders, (ii) the absence of certain legal impediments, and (iii) obtaining the necessary consents from the Federal Communications Commission (“FCC”) and the Regulatory Commission of Alaska.

In January 2021, we completed the sale of 67% of the outstanding equity in our business that owns and operates distributed generation solar power projects operated under the Vibrant (“Vibrant”) name in India (the “Vibrant Transaction”). The post-sale results of our ownership interest in Vibrant will be recorded through the equity method of accounting within the Corporate and Other operating segment. As such, our consolidated financial statements will no longer include revenue and operating expenses from Vibrant, but instead, “other income (expense)” within the Corporate and Other operating segment will include our 33% share of Vibrant’s profits or losses. We will continue to present the historical results of our Renewable Energy segment for comparative purposes.

The operations of Vibrant did not qualify as discontinued operations because the disposition did not represent a strategic shift that had a major effect on our operations and financial results.

The following chart summarizes the operating activities of our principal subsidiaries, the segments in which we reportreported our revenue and the markets we served as of December 31, 2019: during 2020:

Segment

   

Services

   

Markets

   

Tradenames

International Telecom

 

WirelineMobility

Bermuda, Guyana, US Virgin Islands

One, GTT+, Viya

Fixed

 

Bermuda, Cayman Islands, Guyana, US Virgin Islands

 

Fireminds,One, Logic, GTT+, One, Logic, Viya

Wireless

Bermuda, Guyana, US Virgin Islands

GTT+, One, Viya

VideoCarrier Services

Bermuda, Guyana, US Virgin Islands

One, GTT+, Viya

Managed Services

Bermuda, Cayman Islands, US Virgin Islands, Guyana

Fireminds, One, Logic, One,GTT+, Viya

US Telecom

 

WirelessMobility

 

United States (rural markets)

 

Choice, Choice NTUA Wireless, Commnet, WestNet, Geoverse

Fixed

United States

Commnet, Choice, Choice NTUA Wireless, Deploycom

Carrier Services

United States

Commnet, Essextel

 

WirelineManaged Services

 

United States

 

Essextel, Deploycom

Choice

Renewable Energy

Solar

India

Vibrant Energy

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We actively evaluate potential acquisitions, investment opportunities and other strategic transactions, both domestic and international, that meet our return on investment and other criteria. In addition, we consider non-controlling investments in earlier stage businesses that we consider strategically relevant, and which may offer long-term growth potential for us, either individually, or as research and development businesses that can support our operating subsidiaries in new product and service development and offerings. We provide management, technical, financial, regulatory, and marketing services to our subsidiaries and typically receive a management fee equal to a percentage of their revenues, which is eliminated in consolidation. For further information about our financial segments and geographical information about our operating revenues and assets, see Notes 1 and 17 to the Consolidated Financial Statements included in this Report.

Our principal corporate offices are located at 500 Cummings Center, Suite 2450, Beverly, Massachusetts, 01915. The telephone number at our principal corporate offices is (978) 619-1300.619-1300.

StrategStrategyy

The key elements of our strategy consist of the following:

Target Under-servedUnderserved Markets or Industries Where We Can Compete Successfully. We operate ourWe operate our telecommunications communications businesses primarily in smaller, rural or under-servedunder-served markets where we believe we are or will be one of the leading providers of telecommunications communications services. We take a long-term viewseek opportunities to build, manage, and are willing to consider more difficult operating or political environments. Our businesses typicallyown critical communications infrastructure in areas of unmet need where we have or develop strong local brand identities that help them become leaders in the markets they serve. potential for generating substantial and relatively steady excess cash flows over extended periods of time. By providing access to low-cost capital, leveraging local brand identities and market knowledge and supplementing the business with our operational capabilities and experienceat the holding company level, we are able to take on more complex, unproven markets

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with more difficult operating or political environments at a more attractive value entry point. We strive to improve and expand our product and service offerings in the locations we serve in order to better satisfy customer needs, expand our customer bases and revenues and ensure the business is efficient and economically viable.

Partner Directly with Investment Funds and Other Equity Investors. We seek opportunities to partner with investment funds and other equity investors looking to make direct investments in businesses that own and operate critical communications infrastructure. We believe we have a number of attributes that would make us an attractive partner for these funds, such as substantial operating know-how, experienced personnel, considerable resources and a long, public track record of successful management and operations of critical communications networks. We also have extensive transactional experience and a proven ability to source, develop, and exit investment opportunities and to take on the difficult task of integrating and optimizing acquired assets and businesses.

Provide Operational Expertise in Collaboration with Local Management. We believe that strong localmanagement enhances our close relationship with customers and reduces risk. Our businesses typically have or develop strong local brand identities that help them become leaders in the markets they serve. Wherever feasible, we seek to partner with local investors, owners or management teams who have demonstrated a successful track record or have extensive knowledge of the industry or markets in which we operate, and who have local credibility. By maintaining these relationships and leveraging our comprehensive management experience and operational, technical, and financial expertise, we can assist these local management teams in further improving operations and growing their businesses.

Maintain a Disciplined Approach to Capital Allocation. We carefully assess the potential for cash flow stabilityand growth when we evaluate the performance of our subsidiaries, new investment opportunities, and prospective acquisitions or dispositions. In managing our more mature businesses, we seek to solidify our brands, improve customer satisfaction, add new services, control costs and preserve cash flow. In managing newer, early-stage businesses, we seek to invest capital to improve our competitive position, increase our market share and generate strong long-term revenue and cash flow potential. We consider new investments, acquisitions and dispositions on a disciplined, return-on-investment basis. More recently, In recent years, we have made multiple several investments in earlier stage businesses in all three operating segments (International and US Telecom and Renewable Energy) that whose technology-forward approach we consider strategically relevant and, that havein addition to the potential to provide a platform for future organic growth. Additionally, these investments, some of which are non-controlling investments, can provide a variety of benefits that creating attractive returns on our invested capital as they grow, may enhance the potential to expand our more mature businesses.business, including providing an entry point into emerging sectors of our existing businesses, as well as enhancing our product offerings, providing visibility into newer technologies and establishing and enhancing strategicrelationships.

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Recent AcquisitionsCommunications Services

Platform Investments

International Telecom

In 2017, we completed our investment in a technology solutions business based in Bermuda that provides a variety of cloud-based managed services and information technology solutions for enterprise-hosted software applications.

In 2017, we also made a minority investment in an Australian-based tower operator.

U.S. Telecom

During the second quarter of 2018, we invested in a new platform, based inthe United States, to develop in-building wireless network technology that enables building owners to capitalize on the growing demand for better indoor wireless solutions.  Also during the second quarter of 2018, we provided funding for another new platform, based in the United States, seeking to “build to suit” large scale fiber networks to serve the telecommunications and content provider industries in need of lower latency long haul fiber transit services.

Dispositions

International Telecom

On August 18, 2017, we completed the sale of the Viya cable operations located in the British Virgin Islands.

On January 3, 2017, we completed the sale of the Viya cable operations located in St. Maarten.

These dispositions do not qualify as discontinued operations because the dispositions did not represent a strategic shift that had a major effect on our operations and financial results.

U.S. Telecom

On March 8, 2017, we completed the sale of our integrated voice and data communications and wholesale transport businesses in New England and New York (the “Sovernet Transaction”).   This disposition did not qualify as discontinued operations because the disposition did not represent a strategic shift that has a major effect on our operations and financial results.

Renewable Energy (U.S. Operations)

On November 6, 2018, we completed the sale of our U.S. solar business that owned and managed distributed generation solar power projects operated under the Ahana name in Massachusetts, California and New Jersey. The transaction had a total value of approximately $122.6 million, which included a cash purchase price of $65.3 million and the assumption of approximately $57.3 million in debt, which was subject to certain other post-closing adjustments.

Our TelecommunicationsInternational Telecom segment generates Mobility, Fixed, Carrier Services,

In addition to managing and reviewing our results by operating segment, we also evaluate our results by service, namely wireless and wireline telecommunications, as well as renewable energy. We provide mobile wireless voice and data communications servicesManaged Services revenues in Bermuda, the Cayman Islands, Guyana and the United States.

Our International Telecom segment includes wireless and wireline operations in Guyana, Bermuda, the US Virgin Islands and the Cayman Islands. Our revenues from our International Telecom segment were approximately 74%, 70%72% and 63%73% of our consolidated revenues for fiscal years 2019, 20182020 and 2017,2019, respectively. Our US Telecom segment

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includes wireless generates Mobility, Fixed, Carrier Services, and wireline operationsManaged Services revenues in the mainland United States. Our revenues from our US Telecom segment were approximately 25%, 26%27% and 33%25% of our consolidated revenues for fiscal years 2020 and 2019, 2018 and 2017, respectively.

International Telecom Segment

Wireless Services

Mobility

We provide wireless mobile, data, and voice and data service services to retail and business customers in Bermuda under the “One” “One” brand name, in Guyana under the “GTT” “GTT+” brand name and in the US Virgin Islands under the “Viya”“Viya” brand name. We also provide roaming services for many of the largest US providers’ customers visiting these locations. As of December 31, 2019, 2020, we had approximately 284,000 wireless304,000 Mobility subscribers in our International Telecom segment and over 87% 84% of those subscribers were on prepaid plans.

plans.

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Products and Services. In Bermuda, a A significant majority of our customers in our International Telecom segment subscribe to one of our prepaid plans, which require customers to purchase an amount of voice minutes, text messages or data prior to use. A smaller minority of customers subscribe to one of our postpaid plans which thatallow customers to select a plan with voice minutes, text messaging, a given amount of data and other features that recur on a monthly basis, which services are billed at the end of the service period.

period. In our other markets, a substantial majority of our customers subscribe to our prepaid plans, which require customers to purchase an amount of voice minutes, text messages or data prior to use. In most markets, we also provide certain homes and businesses with fixed wireless services including high speedinternet.

Network.Network and Operations: We currently operate multiple advanced offer our Mobility services over our 3G (WDCMA) 4G (LTE) wireless voice network in Bermuda and data technologies the U.S. Virgin Islands. In Guyana we offer our Mobility services over our 2G (GSM), 3G (WCDMA and 4G (LTE) wireless network. As of December 2020 we owned and operated a total of 454 wireless base stations in the international markets. All of our international Mobility networks have their core supporting facilities in the home network in the US Virgin Islands,Bermuda and Guyana. Our local NOCs provide dedicated monitoring of our network to ensure quality and reliable service to our customers and during off hours, weekends and holidays our NOC in the mainland USA provides extended support to ensure we have 24 hours year round monitoring of all our wireless and wireline markets. In 2021 we will start the deployment of Volte in the markets and also trial and test some 5G wireless network deployments.

The transport networks in all the 700, 850, 900, 1800, 1900 markets are primarily fiber based with route diversity provided by the deployment of fiber rings where possible and 2500 MHz frequency bands, including GSM/EDGE, UMTS/HSPA+, supplemental microwave deployments. The vast majority of the networks are IP Based utilizing MPLS for redundancy to provide high availability networks. Standby power is provided by back up battery and LTE. We generators. In the USVI where we have extensive backbone facilities linking experienced extreme hurricane events lots of network hardening has been added to the network such as building tower structures to 160 MPH ratings and adding underground and alternate routes where ever possible. All the markets connect to the world thought sub-sea fiber networks described in our sites, International Telecom – Fixed – Network” section below.

switching facilities and international interconnection points. Out-of- territory connectivity is provided by leased and owned undersea fiber-based interconnections.

Sales and Marketing.We maintain retail stores in our markets and allow customers to pay their bills and “topup”, up,” or add additional data and/or minutes to their prepaid plans, through payment terminals at local stores, business centers or our website, by purchasing prepaid calling cards, or via mobile or web-based apps. We advertise frequently through print and electronic media and radio station spots and we sponsor various events and initiatives. Our handsets, prepaid cards and prepaid accounts are also sold through independent dealers that we pay on a commission basis.

Handsets and Accessories.We offer a diverse line of wireless devices and accessories designed to meet both thepersonal and professional needs of our customers. Our device assortment includes a wide range of smartphones including those featuring the Android™ and iOS™ operating systems in addition to a full line of feature phones, wireless hot spots and various wireless solutions for small businesses. To complement our phone offerings, we sell a complete range of original equipment manufacturer and after-market accessories that allow our customers to personalize their wireless experience, including phone protection, battery charging solutions and Bluetooth hands-free kits.

kits.

Competition.We believe we compete for wireless retail customers in our international markets based on features,price, technology deployed, network coverage (including(including through roaming arrangements), quality of service and customer care. We compete against Digicel which is a large mobile telecommunications company and Liberty Latin America in the Caribbean region, other smaller local providers, and in some markets, against one or more US national operators.

operators.

WirelineFixed Services

High-speed data and related services. We offer high-speed broadband services to both residential and enterprise customers in all our International Telecom markets. We provide a number of broadband internet plans with varying speeds to address different customer needsand price requirements in our various markets. As of December 31, 2020, we had approximately 141,000 high-speed broadband customers across our markets.

Voice services. We offer Fixed voice services that include local exchange, regional and long distance calling andvoice messaging services in Bermuda, Guyana, and the US Virgin Islands, and in other smaller markets in the Caribbean and the United States.Islands. As of December 31, 2019, 2020, we had an aggregate of approximately 167,000 169,000 access lines in service in our markets, which represent both residential and commercialenterprise subscribers. Across With respect to our international long-distance business, we also collect payments from foreign carriers for handling international long-distance calls originating from the foreign carriers’ countries and terminating on

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businesses, residential customers account for approximately three-quarters of the wireline local telephone service revenue while commercial customers account for approximately one-quarter.

In Guyana, we are the exclusive licensed provider of domestic wireline local and long-distance voice and data services into and out of the country, and in the US Virgin Islands, we are the incumbent local exchange carrier and sole fixed telephony provider. With respect to our international long-distance business, wenetwork. We also collectmake payments fromto foreign carriers for handling international long-distance calls originating from the foreign carriers’ countries on one of our networks and terminating on our network. We also make payments to foreign carriers for international calls originating on one of our networks and terminating in the foreign carrier’s countries and collect from our subscribers or a local originating carrier a rate that is market-based or set by regulatory tariff.

Internet services. We offer high-speed Internet services with varying speeds to address different customer needs and price requirements in our various markets. As of December 31, 2019, we had approximately 130,000 Internet customers across ourmarkets.

Video services. We also offer video services over our coaxial cablein Bermuda, the Cayman Islands, and fiber-optic networks in our international markets. In the US Virgin Islands Islands. As of December 31, 2020, we are the only authorized video services operator and are a provider of video services to customers in Bermuda. As of December 31, 2019, we had approximately 38,00036,000 video customers across our markets. We have several offerings available to our video customers, including basic and tiered local and cable TV channels grouped into various content categories, such as news, sports and entertainment.

Network.We also offer our Fixed services over our coaxial cable and fiber-optic networks in our internationalmarkets. All of our fixed Fixed access lines are digitally switched from our switching centers in the US Virgin Islands,Bermuda and Guyana. Our switching centers provide dedicated monitoring of our network to ensure quality and reliable service to ourcustomers.

In Bermuda and the US Virgin Islands, we deliver our services via a hybrid fiber coaxial (“HFC”) cable network and continue via fiber GPON network in the Cayman Islands and Guyana. In Guyana, we also provide fixed services via DSL and FWA. These networks give us expanded Internet access coverage to transition our traditional copper network to our voice, video and data services on this network. The HFC network gives us expanded Internet access coverage to more than an average of 95% of homes in the US Virgin Islands across our markets with speeds up to 100 500 Mbps for residential customers. customers in most markets. Following Hurricanes Irma and Maria in 2017 (collectively, (collectively, the “Hurricanes”“Hurricanes”), service to our customers over the HFC network was impacted due to both the loss of power and damage to our network. While we We havesubstantially completed remediation efforts to our network it may take significant timesuch as building tower structures to return 160 MPH ratings and adding underground and alternate routes where ever possible.

to pre-hurricane revenuelevels.

Our international voice and data networks are linked with the rest of the world principally through our ownership and investments in six undersea fiber-optic cables. In cables in the Caribbean and Atlantic regions. These cables are crucial arteries that supply access to communications services for islands and remote markets like the ones in which we operate. For example, in Guyana we co-own with Telesur, the Surinamegovernment-owned telecommunications provider in Suriname, the Suriname-Guyana Submarine Cable System with Telesur, the government-owned telecommunications provider in Suriname, that provides us with more robust redundancy, the capacity to meet growing data demands in Guyana, and the opportunity to provide new and enhanced services such as Internet service. In Bermuda, we own the Challenger Bermuda cable that provides us with capacity from Bermuda to the United States.

service.Wealsoleasecapacityoncertainsatellitestoprovidebothinternationalandlocalbackhaulservices.

Sales and Marketing.Our businesses utilize four key sales channels: stores, telesales, business-to-business(“B2B”) channels and residential sales (inbound). The telesales department makes outbound calls to existing customers to promote bundling and other upgrade opportunities and our B2B sales channel focuses on selling data and voice products to businessand government accounts. Certain residential sales are made through inbound communications to customer service representatives who assist with a wide range of inquiries and sell different product offerings to help retain customers or improve their service with upgrades or bundles. Our revenues for our wireline Fixed services are derived from installation charges for new lines, monthly line charges, data and video services and value added services, such as hosting or enterprise voice and data solutions. For our Fixed voice wireline services, rates differ for residential and commercial customers and in certain markets, may be set by regulatory authorities.

authorities.

Competition.We compete with a limited number of other providers, including Digicel, with respect to variousproducts. We believe our breadth of services and local economies of scale provide us with a strong competitive position and the ability to win and retain an economically viable share of those markets.

In 2016, Guyana, we acquired have an agreement with the Government of Guyana for the exclusive right to provide domestic fixed and international voice and data services. However, in October of 2020, the Government implemented new legislation to introduce legal competition into the sector.  We believe that our wireline businessesexclusive agreement continues to be valid unless and until such time as we enter into an alternative agreement with the Government. For further discussion regarding the change in Bermuda competitive landscape following the 2020 Guyana election and the US Virgin Islandsnew regulatory regime, see “—Guyana Regulation—Regulatory Developments” and “Risk Factors—Our operations in orderGuyana are subject to provide us with greater scale in those markets significant political and regulatory risk.”

the capability to offer a “quad play” of connectivity: high speed

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internet, mobility, video and voice services. In 2017, our competition in Bermuda made substantial additional wireline network investments and began offering video services and competitive high speed internet services. We believe our breadth of services and local economies of scale provide us with a strong competitive position and the ability to win and retain an economically viable share of thosemarkets.

In Guyana, we have the exclusive right to provide domestic fixed and international voice and data services, pursuant to a license from the Government of Guyana. As the initial term of our license was scheduled to expire in December 2010, we notified the Government of Guyana of our election to renew our exclusive license for an additional 20 year term expiringin2030andreceivedreturncorrespondencefromtheGovernmentthatour exclusivelicensehad been renewed until such time that new legislation is implemented with regard to the Government’s intention to introduce competition into the sector. We believe, however, our exclusive license continues to be valid unless and until such time as we enter into an alternative agreement with the Government. See “—Guyana Regulation—Regulatory Developmentsand Risk Factors—Our exclusive license to provide local exchange and international voice and data services in Guyana is subject to significant political and regulatory risk.”

Impact of Hurricanes

During September 2017, the US Virgin Islands economy, our customer base and our operations were severely impacted by Hurricanes Irma and Maria (collectively, the “Hurricanes”). Our wireless and wireline networks and commercial operations were all severely damaged by these storms and as a result of the significant damage to the wireline network and the lack of consistent commercial power in the territory, we were unable to provide most of our wireline services, which comprise the majority of our revenue in this business, from mid-September 2017 and through most of 2018. During the year ended December 31, 2017, we recorded a net pre-tax loss within our consolidated statement of operations of $4.0 million related to the impact of the Hurricanes.  This loss consisted of $35.4 million for the write off of damaged assets, net of insurance recoveries of $34.6 million which were received in February 2018. This loss also included $3.2 million of additional operating expenses that were specifically incurred to address the impact of the Hurricanes.

During the year ended December 31, 2018, we received $15.5 million in additional funding from the Federal Communications Commission’s (“FCC”) Universal Service Fund (“USF”) to further subsidize our operations in the US Virgin Islands that was recorded as revenue.  This level of additional funding is not expected to continue in future periods. 

During the years ended December 31, 2019, 2018 and 2017, we spent $0.1 million, $80.2 million and $8.6 million, respectively, for network restoration and resiliency enhancements that allowed the reconnection of a significant majority of affected households and businesses.  Our wireline network restoration work is complete, however, whether our revenue recovers to pre-Hurricane levels may be impacted by population movements, the degree of the negative economic impact of the Hurricanes on the local economy, and our subscriber base’s future appetite for wireline services.

US Telecom Segment

WirelessCarrier & Mobility Services

Services.  In the United States, we provide wholesale wireless voice and data roaming services in rural markets to national, regional, local and selected international wireless carriers. Our largest wholesale networks are located principally in the western United States. We also offer wireless voice and data services to retail customers in certain rural markets already covered byour wholesalenetworks and in 2018, we invested in a new platform to develop in-building wireless network technology that enables building owners to capitalize on the growing demand for better indoor wireless solutions.

Carrier Services. In the United States, we provide wholesale mobile voice and data roaming services in rural markets tonational, regional, local and selected international wireless carriers as part of our Carrier Services as well as tower rental, backhaul and maintenance services. Our largest wholesale networks are located principally in the western United States.

We currently have roaming agreements with approximately 32 United States-based wireless service providers and, as of December 31, 2020, had roaming arrangements with each of the three US national wireless network operators: Verizon Wireless, AT&T, and T-Mobile. Other than these agreements with the national carriers, our standard roaming agreements are usually terminable within 90 days. In 2020, the three national mobile service providers together accounted for a substantial portion of our Carrier Services revenues, with AT&T and Verizon accounting for an aggregate of approximately 15% of our total consolidated revenue for the year.

The revenue and profits of our US wholesale wireless Carrier Services business historically were primarily driven by the number of sites and base stations in operation, the amount of voice and data traffic that each of these sites generates, and the rates we receive from our carrier customers on that traffic. Many of our sites are located in popular tourist and seasonal visitor areas, which has historically resulted in higher wholesale revenues in those areas during the summer months.

We are increasingly providing network infrastructure services as part of our expanded Carrier Services, such as tower leasing and transport facilities to our carrier partners, to supplement our historic revenue base. In July 2019, we entered into a Network Build and Maintenance Agreement (the “FirstNet Agreement”) with AT&T to build a portion of AT&T’s network for the First Responder Network Authority (“FirstNet”) as well as a commercial wireless network in or near its current operating area in the Southwestern United States (the “FirstNet Transaction”). Pursuant to the FirstNet Agreement and subject to certain limitations contained therein, all cell sites must be completed and accepted within a specified period of time, which we jointly agreed to extend with AT&T in August 2020 due to the ongoing coronavirus pandemic and other permitting related delays. We began recording construction revenue in September 2020 and have recorded $10.9 million of construction revenue during the year ended December 31, 2020. We expect to record an additional $75 million through 2022 that will be mainly offset by construction costs as sites are completed. As such, revenues from construction are expected to have minimal impact on operating income. Also pursuant to the FirstNet Agreement AT&T has the option to repay construction costs, with interest, over and eight year period.  Accordingly, we entered into a receivables credit facility with CoBank, ACB (the “Receivables Credit Facility”) in order to assist with this repayment option.  The Receivables Credit Facility provides for a senior secured delayed draw term loan in an aggregate principal amount of up to $75 million with the proceeds being used to acquire the receivables related to the construction costs.

Following acceptance of a cell site, AT&T will own the cell site and we will assign to AT&T any third-party tower lease applicable to such cell site. If the cell site is located on a communications tower we own, AT&T will pay us pursuant to a separate lease agreement for an initial term of eight years. In addition to building the network, we will provide ongoing equipment and site maintenance and high capacity transport to and from these cell sites for an initial term ending in 2029.

AT&T will continue to use our wholesale domestic mobile network for roaming services at a fixed rate per site during the construction period until such time as the cell site is transferred to AT&T. Thereafter, revenue from the maintenance, leasing and transport services provided to AT&T is expected to offset revenue from AT&T’s decline in usage of wholesale mobile roaming services, albeit at lower operating income margins due to the increased operating expenses associated with leasing and transport services, as compared to our wholesale mobile roaming services. We began receiving roaming revenue from the FirstNet Transaction in the third quarter of 2019 and expect overall operating income contributions from the FirstNet Transaction to continue to have a relatively steady impact going forward.

Mobility Services. We also offer Mobility services to customers in certain rural markets already covered by our wholesale networks. In 2018, we invested in a new platform that provides comprehensive in-building cellular solutions

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revenue base.to enable users and devices to roam across public carrier networks seamlessly and securely. ManyOur private 5G/LTE mobile network offering interconnects seamlessly with major mobile operators, delivering a secure, robust and flexible network and services for private applications and high-performance coverage for tenants and visitors. of our sites are located in popular tourist and seasonal visitor areas, which has resulted in higher wholesale revenues in those areas during the summer months.

We currently have roaming agreements with approximately 40 United States-based wireless service providers and, as of December 31, 2019, had roaming arrangements with each of the four US national wireless network operators: Verizon Wireless, AT&T, Sprint and T-Mobile. Other than these agreements with the national carriers, our standard roaming agreements areusually terminable within 90 days. Occasionally, we may agree or strategically decide to lower rates or build a new mobile network at a specified location as part of a long-term roaming agreement to offer our roaming partner pricing certainty in exchange for priority designation with respect to their customers’ wireless traffic. Once we complete building a rural network, we then benefit from the use of that network under existing roaming agreements with other international, national, regional, and local carriers to supplement our initial revenues. In 2019, the four national wireless service providers together accounted for a substantial portion of our wholesale wireless revenues, with AT&T and Verizon accounting for an aggregate of approximately 13% of our total consolidated revenue for the year.

Network and Operations.Our roaming network offers mobile communications service through a digital wireless voice and data network that utilizes multiple cellular mobile technologies including UMTS/HSPA, CDMA/EvDO and LTE that often will be deployed at a single cell site location in order to maximize revenue opportunities. We provide wireless communications network products and services with owned and leased spectrum primarily in the 700 megahertz (MHz), 800 megahertz (MHz)cellular, PCS, BRS, EBS, AWS, and 1900 megahertz (MHz) spectrum ranges.CBRS spectrum. Our networks comprise base stations and radio transceivers located on owned or leased towers and buildings, telecommunications switches and owned or leased transport facilities. We design and construct our network in a manner that will provide high-quality service to substantially all types of compatible wireless devices. Network reliability is carefully considered and redundancy is employed in many aspects of our network design.

Route diversity, redundant equipment, ring topologies and the use of emergency standby power are used to enhance network reliability and minimize service disruptions from any particular network element failure. We operate high-capacity, carrier-class digital wireless switching systems that are capable of serving multiple markets through a single mobile telephone switching office. Centralized equipment used for network and data management is located in high-availability facilities supported by multiple levels of power and network redundancy. Our systems are designed to incorporate Internet Protocol (IP) packet-based Ethernet technology, which allows for increased data capacity and a more efficient network. Interconnection between the mobile telephone switching office and the cell sites utilizes Ethernet technology over fiber or microwave links for virtually all of our 4G LTE sites.

As of December 31, 2019, 2020, we owned and operated a total of 1,0431,044 domestic base stations on 453 owned and leased sites, a Network Operations Center (or(or “NOC”), and a switching center, andcenter. We also maintained a presence in numerous leased data centers designed to support network virtualization and provide network resiliency. Our NOC provides dedicated, 24-hour, year-round monitoring of our network to ensure quality and reliable service to our customers. In 2019, 2020, we continued to expand andimprove our network andplan to test and commercially deploy Voice Over LTE (“VoLTE”) voLTE technology by the end of 2020. VoLTE in 2021. voLTE technology allows customers to utilize a 4G LTE network for both voice and data services, and the migration of our wholesale and retail subscribers in the following years to the more efficient 4G technology from 2G/3G technologies will result in increased spectrumavailability.

Competition.  We With respect to our Carrier Services, we compete with wirelessmobile service providers that operate networks in our markets and offerwholesale roaming services. However, the most significant competitive challenge we face in our US wholesale wireless business is the extent to which our carrier customers choose not to roam on our networks or elect to build or acquire their own infrastructure in a market in which we operate, reducing or eliminating their need for our services in those markets. We address this competitive threat mainly by providing a service that would be more costly for the carrier to provide itself, or, at least, a less attractive expenditure than alternative investments in its network or business.

Occasionally, With respect to our Mobility services, we have entered into buildout projectscompete with existing carrier customers to help the carrier accelerate the buildoutother mobile service providers in our retail business and with a variety of a given area. Pursuant to these arrangements, we agree to incur the costproviders of building and

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operating aprivate network in a newly designated area meeting specified conditions. In exchange, the carrier agrees to license us spectrum in that area and enter into a contract with specific pricing and term. These arrangements typically include a purchase right in favor of the carrier to purchase that portion of the network for a predetermined price, depending on when the option to purchase is exercised. In July 2018, we completed the sale of approximately 100 cell sites, which generated approximately $13.9 million of wholesale revenue during the year ended December 31, 2018. We did not receive any additional cash proceeds at closing from the sale and recorded a gain on the sale of $15.2 million.services.

Our ability to maintain appropriate capacity and relevant technology to respond to our roaming partners’ needs also shapes our competitive profile in the markets in which we operate. We believe that currently available technologies and appropriate capital additions will allow sufficient capacity on our networks to meet anticipated demand for voice and data services over the next few years. However, increasing retail demand for high-speed data may require the acquisition of additional spectrum licenses to provide sufficient capacity and throughput.

FirstNet Agreement

In July 2019, we entered into a Network Build and Maintenance Agreement (the “FirstNet Agreement”) with AT&T Mobility, LLC (“AT&T”) to build a portion of AT&T’s network for the First Responder Network Authority (“FirstNet”) as well as a commercial wireless network in or near its current operating area in the Southwestern United States (the “FirstNet Transaction”).  Pursuant to the FirstNet Agreement and subject to certain limitations contained therein, all cell sites must be completed and accepted within a specified period of time.  We expect to recognize construction revenue of approximately $80 million to $85 million over the next two years that will be mainly offset by construction costs as sites are completed. Revenues from construction are expected to have minimal impact on operating income. 

Following acceptance of a cell site, AT&T will own the cell site and we will assign to AT&T any third-party tower lease applicable to such cell site.  If the cell site is located on a communications tower we own, AT&T will pay us pursuant to a separate lease agreement for an initial term of eight years. In addition to building the network, we will provide ongoing equipment and site maintenance and high capacity transport to and from these cell sites for an initial term ending in 2029. 

AT&T will continue to use our wholesale domestic wireless network for roaming services at a fixed rate per site during the construction period until such time as the cell site is transferred to AT&T.  Thereafter, revenue from the maintenance, leasing and transport services provided to AT&T is expected to offset revenue from wholesale wireless roaming services.  We began receiving revenue from the FirstNet Transaction in the third quarter of 2019 and expect overall operating income contributions from the FirstNet Transaction to have a relatively steady impact from 2020 onwards.Fixed Services

Wireline Services

Sales and Marketing. Our wholesale transport and capacity customers are predominately communications carrierssuch as local exchange carriers, wireless carriers, internet service providers and interstate integrated providers.

Competition. Our wholesale competitors include Level 3Zayo, other national fiber providers and Verizon Communications, other regional wholesaleproviders and cable television companies that operate fiber-optic networks.

On March 8, 2017, we completed the Sovernet Transaction. This disposition did not qualify as discontinued operations because the disposition did not represent a strategic shift that has a major effect on our operations and financial results. Also during the second quarter of 2018, we provided funding for another new platform, based in the United States, seeking to “build to suit” large scale fiber networks to serve the telecommunications and content provider industries in need of lower latency long haul fiber transit services.

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Renewable Energy Services

United States

On November 6, 2018,April 7, 2016, we acquired Vibrant, and since that time, have constructed a total of 65 MWp of distributed generation solar power projects in the states of Andhra Pradesh and Telangana based on a commercial and industrial business model, similar to our former US renewable energy operations. On January 27, 2021, we completed the sale of our US Solar Operations. The transaction hadVibrant Transaction, and we continue to retain a total value of33% interest in Vibrant. In the Vibrant Transaction we received approximately $122.6$21 million which included a cash purchase price of $65.3 millionat closing and the assumptionpotential for up to $6.3 million of approximately $57.3 millionadditional “earn out” consideration upon the satisfaction of certain conditions. The Vibrant Transaction is consistent with our strategy of seeking third party equity capital in debt.

Prior order to the sale build a larger portfolio and achieve economies of the US Solar Operations, we owned scale and operated 29 commercial solar projects at 60 sites with an aggregate 46.93 megawatts DC peak (“MWp”) of electricity generating capacity. We owned these sites through various indirectsubsidiariesthatwereformedforthepurposeof financingthedevelopmentof,andowningandoperating, thesites.diversification benefits.

Services. Historically, our US solar projects were in the “commercial “commercial and industrial” (“C&I”) sector of the solarmarket, which is distinguished from utilities and residential customers. Our customers or “offtakers” “offtakers” included high-credit quality corporate entities, utilities, schools, and municipalities, which purchased electricity from us under the terms of long-term power purchase agreements (“PPAs”). In the future,India, we may develop a new project portfolio of US facilities through additional investments with offtakers with strong credit ratings in markets that offer favorable government policies to encourage renewable energy projects and where our projects can generate electricity at a cost that is less than or equal to the price of purchasing power from traditional energy sources.

Infrastructure. Prior to the sale of the US Solar Operations, our Facilities were comprised of rooftop, ground-mounted and elevated solar support structure photovoltaic (“PV”) installations. Our facilities were located on our customers’ buildings, parking structures, landfill sites and other locations pursuant to leases or easements granted to us by our customers. These facilities used crystalline silicon PV modules mounted in ballasted, tracking or roof penetrating fixed-tilt configurations.

International

On April 7, 2016, we acquired a solar power development portfolio in India and since that time, have been constructing distributed generation solar power projects in the states of Andhra Pradesh and Telangana based on a commercial and industrial business model, similar to our US renewable energy operations. As of December 31, 2019, we have five power evacuating solar projects (each, a “Facility”) for a total of 52 megawatts (“MWp”). We currently have a pipeline of acquisition opportunities and new construction capacity of up to an additional 180MWp. Solar projects are capital intensive and the greatest challenge to increasing our operating portfolio is our ability to secure third party debt to fund the installation of the additional capacity. Our strategy is also to seek third party equity capital in order to build a larger portfolio and achieve economies of scale and diversification benefits. Our ability to expand our business will also depend on, among other things, our ability to acquire the required landfor the new capacity, our ability to secure agreements to sell the power on terms that our financing sources consider to be bankable, our willingness to compete with local solar businesses who may be willing to build projects with a lower risk/return profile than ours, and the need to further strengthen our systems and processes to manage the ensuing growth opportunities. For a discussion of the risks associated with executing our short and long term growth plans in India, see “ Risk Factors—Risks Related to Our Renewable EnergySegment.”

Market Opportunity. We believe solar power in India is an attractive investment opportunity for our Renewable Energy business due to the large unmet demand for electricity, coupled with ideal weather conditions for solar energy and the continued low cost to build, due to decreases in solar panel pricing and the decreasing cost of debt.

We consider India to be an attractive market for solar power without the need to rely on governmental subsidies. While we currently expect the landscape for solar power to change over time in India, and potentially materially as the market matures, we believe that the core principle behind our investment in our Indian solar business, that solar power cancompetewithfossilfuelsonalevelplayingfieldfor thelong-term,remainsvalid.

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Services. We own our Facilities through various Special Purpose Entities. We sell electricity to C&I customers and do not expect to sell power directly to residential customers in India. Our target C&I customers or “offtakers” for our initial Facilities are corporate entities, including banks, manufacturers, hotel groups, and hospital groups, which purchase electricity from us under the terms of PPAs. We focus on customers that have high credit ratings or that we otherwise believe to present limited credit risk. The PPA terms agreed upon with our initial customer base are typically five years in duration, with an option to extend for another five years and priced at rates with annual rate escalators, allowing customers to secure electricity at predictable and stable prices over the duration of their long-term contract. We have also executed PPAs with offtakers utilizing a “group captive” construct whereby our offtakers own an equity interest in certain of our projects. This arrangement enables us to extend the term of a PPA for such projects up to twenty five years in duration at predictable and stable prices. As such, we believe the PPAs provide us with high-quality contracted cash flows, which, although our customers may terminate the PPAs with one-year notice, we nevertheless expect will continue over their average remaining life. Our PPAs typically have penalties for the non-delivery of power and therefore, we typically try to enter into binding PPAs late in the development process when the connectiondateofthesolar farmcanbepredictedwithgreater confidence. Ontheotherhand,if theofftaker failstotakethe agreed quantum of power, we can levy a penalty equal to the loss of revenue we incurred due to such failure on the part of the offtaker. In the event of non-payment, current regulations allow us to sell power to any commercial or industrial customer within500kilometersofourgridconnectionandwewouldseektoselltheallottedpower toadifferentcustomer.

In developing each solar project, we use in-house resources for development, engineering and project management and hire third party EPC contractors to construct our Facilities. We actively manage their performance through our in-housetechnical and quality assurance team. To date, we have financed the construction of our Facilities mainly with internal equity and intercompany debt and following the completion of construction, our goal is to secure project debt financing for eachcompletedFacilityandtousethoseproceedstowardstheconstructionofadditionalFacilitiesin2020.

Infrastructure. Our existing Facilities facilities are located on land that we own owned by Vibrant and are comprised of ground-mounted ground-mountedsolar photovoltaic (“PV”) installations. The majority of We manage our Facilities are single-axis tracking systems to increase the generating capability of our Facilities. For a more detailed discussion of the risks associated with land procurement and ownership in India, see “ Risk Factors— Risks Related to Our Renewable Energy Segment.” We manage our Facilities facilities through third party operation and maintenance (“O&M”) contracts and our corporate staff tracks the data and services provided by the third-party third-party service provider. Our internal asset management team is hands-on and works closely with third-party vendor partners to maintain performance.

We depend on a limited number of key suppliers for the PV modules that we purchase for installation at our Facilities, facilities, with the majority of facilities constructed with Tier 1 PV modules supplied by GCL Systems, a Tier 1 Chinese module supplier.

supplier.

ATN Ventures and Minority Investments

Typically,

In addition to our core telecommunications operating companies, we have also made investments in earlier stage businesses, some of which are non-controlling investments whose technology-forward approach we consider strategically relevant and which, in addition to the PV modules carry materials potential for creating supplemental cash flow as they grow, can also provide a variety of benefits that enhance the potential to expand our more mature businesses. These benefits include providing entry points into emerging sectors of our existing businesses, enhancing our product offerings, providing visibility into newer technologies and establishing and enhancing strategic relationships.

workmanship warranties of 10 years

As a vehicle for our investments, in duration, 2017 we formed ATN Ventures, our corporate venture capital arm that is an active, strategic investor with power warranties for a 25-year useful life.

Competition. We compete deep operational expertise seeking to partner with the traditional electric power industry; however, our primary competitors are other solar energy great entrepreneurs to build lasting value. Through ATN Ventures, we invest in services and technology companies that bring synergies to ATN’s operating businesses in the US and internationally.

may

To date, we have greater financial resources or brand name recognition than we do, disadvantaging our ability to attract new customers. The solar energy industry is highly competitive and there are low barriers to entry for companies with sufficient financial resources. However, we believe that engaged in the availability below investments:of expansion capital from third party financing sources, rather than competition from third parties, is the major risk factor that inhibits our achieving our near-term goals for our Renewable Energy segment. Over the longer term, some of our competitors may have advantages over us in terms of larger size, access to expansion capital, internal access to solar panels and greater operational, financial, technical, management,

 

Stilmark Group: A neutral host infrastructure company engaged in telecommunications tower construction, ownership and maintenance in Australia;
Tarana Wireless, Inc.: a technology company engaged in research and development of non-line of sight connectivity solutions for fixed wireless access;
Wafer, LLC: a technology company engaged in research and development of highly advanced phased array antenna technologies for multiband satellite communications; and
XCom Labs, Inc.: a technology company engaged in research and development of high speed, low latency connectivity solutions for 4G and 5G networks.

lower

costofcapitalorotherresources.See“RiskFactorsRisksRelatedtoOurRenewableEnergySegment— We face significant competition from traditional and renewable energy companies.”

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EmployeesHuman Capital

As of December 31, 2019,2020, we had approximately 1,700 employees, of whom approximately 1,000 were employed by our international subsidiaries, and approximately 700 were employed in the United States (including in the US Virgin Islands). At the holding company level, we employ our executive management team and staff. Approximately half of our Guyana and US Virgin IslandIslands full-time work forces are represented by unions. In addition, approximatelyApproximately 20% of our Bermuda full-time workforce is also represented by unions.

We rely heavily on local management teams to run our subsidiary operating units.  Many of the markets in which we operate are small and remote, and in some cases are subject to government restrictions on granting work visas, all of which makes it difficult to attract and retain talented and qualified managers and staff in those markets.  We work hard to maintain positive and productive working environments and we believe we have good relations with our employees.employees and management teams. 

It is our objective to maintain a respectful and diverse corporate culture.  Our culture is driven by our core values, including a demonstrated commitment to inclusion and diversity. Across our core businesses in all our markets, approximately 30% of senior management and an additional 40% of middle management identify as persons of color, including Afro-Caribbean, Latinx, Indo-Caribbean and other races or ethnicities and approximately 15% of senior management and an additional 40% of middle management are women. We are also committed to the principal of equal pay for equal work.

Regulation

Telecom Regulation

Our wireless and wireline telecommunicationscommunications and video services operations are subject to extensive governmental regulation in each of the jurisdictions in which we provide services. Our wireless and wireline operations and our video services operations in the United States and the US Virgin Islands are governed by the Communications Act of 1934, as amended (“Communications Act”), the implementing regulations adopted thereunder by the FCC, including the Telecommunications Act of 1996, as well as judicial and regulatory decisions interpreting and implementing the Communications Act, and other federal, state, and local statutes and regulations. Our operations are also governed by certain foreign laws and regulations.

The following summary of regulatory developments and legislation does not purport to describe all present and proposed federal, state, local, and foreign regulation and legislation that may affect our businesses. Legislative or regulatory requirements currently applicable to our businesses may change in the future and legislative or regulatory requirements may be adopted by those jurisdictions that currently have none. Any such changes could impose new obligations on us that wouldcould adversely affect our operating results.

US Federal Telecom Regulation

Wireless Services

The FCC regulates, among other things, the licensed and unlicensed use of radio spectrum; the ownership, lease, transfer of control and assignment of wireless licenses; the ongoing technical, operational and service requirements applicable to such licenses; the timing, nature and scope of network construction; the provision of certain services, such as enhanced 911 (“E 911”); and the interconnection of communications networks in the United States.States.

Licenses. We provide our wireless services pursuant to various commercial mobile radio services (“CMRS”) licenses, including cellular, broadband Personal Communications Services (“PCS”), 600 MHz Band, 700 MHz Band, Advanced Wireless Service (“AWS”), Broadband Radio Service (“BRS”) and Educational Broadband Service (“EBS”) licenses granted by the FCC, and pursuant to leases of spectrumlicenses from FCC licensed operators. Some of these licenses are site based while others cover specified geographic market areas, e.g., Cellular Market Areas, and Basic Trading Areas, and Partial Economic Areas, as defined by the FCC. The specific radio frequencies, the authorized spectrum amounts, and certain of the technical and service rules vary depending on the licensed service. The FCC generally allocates CMRS

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licenses through periodic auctions, after determining how many licenses to make available in particular frequency ranges, the applicable service rules, and the terms on which the license auction will be conducted. Such licenses are also available via secondary market mechanisms, using procedures and regulations set forth by the FCC. The FCC has recently conducted auctions of high-band and mid-band spectrum, and is considering holding a further mid-band spectrum auction in 2021. In the FCC’s 2020 auction of Citizens Broadband Radio Service (“CBRS”) Priority Access Licenses (“PAL”) in the millimeter wave bands,3.5 GHz band, we won licenses in 590 U.S. counties, and has announced plansexpect these licenses to begin auctions of mid-band spectrumbe issued in 2020.2021. There is no certainty as to whether any of this spectrumthese licenses will be used for wireless services competitive with our services or as to the likelihood that we will acquire spectrum licenses made available in any future auction.

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Construction Obligations. The FCC conditions licenses on the satisfaction of certain obligations to construct networks covering a specified geographic area or population by specific dates. The obligations vary depending on the licensed service. Failure to satisfy an applicable construction requirement can result in the assessment of fines and forfeitures by the FCC, a reduced license term, or automatic license cancellation. We are substantially in compliance with the applicable construction requirements that have arisen for the licenses we currently hold and expect to meet our future construction requirements as well. If we fail to meet the July 19, 2023 initial build out requirement applicable to any 600 MHz Band license (i.e., coverage to 40 percent of the population in the license area within six years of license grant), the license term for that license will be reduced by two years. If we fail to meet the July 19, 2029 end-of-term build out requirement applicable to any individual 600 MHz Band license (i.e., coverage to 75 percent of the population in the license area by the end of the license term), that license will terminate automatically and we will lose the ability to regain it.

License Renewals. Our FCC licenses generally expire between 20202021 and 2030 and are renewable upon application to the FCC. License renewal applications may be denied if the FCC determines, after appropriate notice and hearing, that renewal would not serve the public interest, convenience, or necessity. At the time of renewal, if we canmust demonstrate that we have provided “substantial”maintained operations (and service in some instances) at or above levels needed to satisfy our construction requirements, that we have not permanently discontinued operations at any time during the pastour prior license term, and that we have substantially complied with the Communications Act and applicable FCC rules and policies,regulations of the FCC will awardand the Communications Act. If we are able to make these certifications, we may claim a license renewal safe harbor. If we cannot make these certifications, we must instead file a license renewal showing how we have used our license during our prior license term, which the FCC has broad discretion to approve or deny. If a renewal expectancy to usshowing is denied, our license renewal application will be dismissed, and our license will generally renew our existing licenses without considering any competing applications. If we do not receive a renewal expectancy, the FCC will accept competing applicationsbe renewed for thean additional license and conduct a comparative hearing. In that situation, the FCC may award the license to another applicant.term. While our licenses have been renewed regularly by the FCC in the past, there can be no assurance that all of our licenses will be renewed in the future.

The FCC may deny license applications and, in extreme cases, revoke licenses if it finds that an entity lacks the requisite qualifications to be a licensee. In making that determination, the FCC considers whether an applicant or licensee has been the subject of adverse findings in a judicial or administrative proceeding involving felonies, the possession or sale of unlawful drugs, fraud, antitrust violations, or unfair competition, employment discrimination, misrepresentations to the FCC or other government agencies, or serious violations of the Communications Act or FCC regulations. To our knowledge, there are no activities and no judicial or administrative proceedings involving either us or the licensees in which we hold a controlling interest that would warrant such a finding by theFCC.

License Acquisitions. Prior FCC approval typically is required for transfers or assignments of a controlling interest in any license or construction permit, or of any rights thereunder. The FCC may approve or prohibit such transactions altogether, or approve such transactions subject to certain conditions such as divestitures or other requirements. Non-controlling minority interests in an entity that holds an FCC license generally may be bought or sold without FCC approval, subject to any applicable FCC notification requirements. The FCC permits licensees to lease spectrum to third parties under certain conditions, subject to prior FCC approval, or in some instances, notification to the FCC. These mechanisms provide additional flexibility for wireless providers to structure transactions and create additional business and investment opportunities.

The FCC no longer caps the amount of CMRS spectrum in which an entity may hold an attributable interest and now instead engages in a case-by-case review of proposed wireless transactions, including spectrum acquired via auction, to ensure that the proposed transaction serves the public interest and would not result in a rule violation or an undue concentration of market power. The FCC utilizes a spectrum aggregation “screen” to determine whether a proposed secondary market transaction requires additional scrutiny. Under this approach, a transaction will be reviewed by the FCC for potential competitive effects if it will result in the acquiring entity having (1) total spectrum holdings generally exceeding approximately one-third of the total amount of suitable and available spectrum in any county (which the FCC raised in 20192020 from 222240 MHz to 240250 MHz) or (2) over 68 MHz of spectrum under 1 GHz. The FCC’s

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additional scrutiny would also be triggered if a proposed transaction results in a material change in the post transaction market share in a particular market as measured by the Herfindahl Hirschman Index. We are well below the spectrum aggregation screen in the majority of geographic areas in which we hold or have access to licenses, and thus we may be able to acquire additional spectrum either from the FCC in an auction or from third parties in private transactions in most locations in which we operate. However, we could trigger the spectrum screen if we attempt to acquire significant additional spectrum in the US Virgin Islands. Similarly, our competitors may be able to strengthen their operations by making additional acquisitions of spectrum in our markets or by further consolidating theindustry.

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Other Requirements. The Communications Act and the FCC’s rules impose a number of additional requirements upon wireless service providers. A failure to meet or maintain compliance with the Communications Act and/or the FCC’s rules may subject us to fines, forfeitures, penalties or other sanctions.

Wireless licensees must satisfy a variety of FCC requirements relating to technical and reporting matters. Licensees must often coordinate frequency usage with adjacent licensees and permittees to avoid interference between adjacent systems. In addition, the height and power of transmitting facilities and the type of signals emitted must fall within specified parameters. For certain licensed services, a variety of incumbent government and non-government operations may have to be relocated before a licensee may commence operations, which may trigger the incurrence of relocation costs by the incoming licensee.

The radio systems towers that we own and lease are subject to Federal Aviation Administration and FCC regulations that govern the location, marking, lighting and construction of towers and are subject to the requirements of the National Environmental Policy Act, National Historic Preservation Act, and other environmental statutes enforced by the FCC. The FCC has also adopted guidelines and methods for evaluating human exposure to radiofrequency field emissions from radio equipment. We believe that all of our radio systems on towers that we own or lease comply in all material respects with these requirements, guidelines and methods.

The FCC has adopted requirements for cellular, PCS and other CMRS providers to implement basic 911 and E-911E- 911 services. These services provide state and local emergency service providers with the ability to better identify and locate 911 callers using wireless services, including callers using special devices for the hearing impaired. Because the implementation of these obligations requires that the local emergency services provider have certain facilities available, our specific obligations are set on a market-by-market basis as emergency service providers request the implementation of E-911 services within their locales. As part of an E-911 initiative, the FCC adopted stronger rules regarding E-911 location accuracy and continues to evaluate the potential for improving location accuracy for 911 calls. The extent to which we are required to deploy E-911 services will affect our capital spending obligations. Federal law limits our liability for uncompleted 911 calls to a degree commensurate with wireline carriers in our markets.

The FCC also has adopted rules requiring wireless carriers and certain other text messaging service providers to provide text-to-911 service and an automatic “bounce back” text message to consumers who try to text 911 where text to 911 is not available, indicating the unavailability of such services. Like E-911 services, the obligation to provide these services is largely tied to requests from emergency service providers for these services. We are currently in compliance with all public safety answering point requests we have received. The FCC has also sought further comment regarding additional regulations pertaining to the provision of text to 911 service.

In addition to CMRS licenses, our wireless business relies on FCC-licensed spectrum for “Common Carrier Fixed Point to Point Microwave,” referred to as common carrier microwave. We currently operate over 250 licensed microwave links. Common carrier microwave stations are generally used in a point-to-point configurationsconfiguration for cellular site backhaul connections or to connect points on the telephone network that cannot be connected using standard wireline or fiber optic cable because of cost or terrain. The majority of our license grants are for a period of ten10 years. The FCC grants license renewal applications in the ordinary course.

The FCC established a Wireless Emergency Alerts system that allows CMRS providers to transmit emergency alerts to the public. This system is voluntary. We have partially opted in to the service and are currently providing it to all of our retail wireless customers to the extent required by applicable regulations and where technically feasible. The rules governing participation contain many requirements, such as point of sale disclosures, geo-targeting alerts, alert logging,

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maximum message lengths, alert preservation, alerts regarding threats to police officers, and support for non-Englishnon- English messages.

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TableIn 2019, the Telephone Robocall Abuse Criminal Enforcement and Deterrence Act (“TRACED Act”) was signed into law requiring all IP-based voice service providers to implement, by July 2021, the secure telephone identity revisited and signature-based handling of Contentsasserted information using tokens (“STIR/SHAKEN”) call authentication standards or take reasonable measures to implement an effective call authentication framework in their non-IP networks or in networks operated by carriers with fewer than 100,000 customers. During 2020, the FCC adopted several Orders to implement the provisions of the TRACED Act.  The Company is taking the steps necessary to comply with the new requirements.

The FCC’s rules require CMRS providers to offer “roaming” services to other providers. Roaming enables one provider’s customers to obtain service from another provider when the customer is using their wireless device in an area served by the second provider. These rules apply to voice, messaging, and data services, including Internet access, although the roaming rules vary somewhat among these services. We are obligated to offer roaming, and we have the right to seek roaming from other providers, on reasonable terms and conditions. The FCC has identified a variety of factors that are relevant to whether an offer to provide roaming is reasonable, including the price, terms and conditions, and whether the two providers’ networks are technologically compatible. Changes in the FCC’s roaming regulations may affect the terms under which we provide roaming services to third parties and may affect our ability to secure roaming arrangements with other CMRS providers on behalf of our retail wireless customers.

We are obligated to pay certain annual regulatory fees and assessments to support FCC wireless industry regulation, as well as fees supporting federal universal service programs, number portability, regional database costs, centralized telephone numbering administration, telecommunications relay service for the hearing impaired and application filing fees. These fees are subject to change periodically by the FCC and the manner in which carriers may recoup these fees from customers is subject to various restrictions.

Wireline Services

The Communications Act encourages competition in local telecommunications markets by removing barriers to market entry and imposing on non-rural incumbent local exchange carriers (“ILECs”) various requirements related to, among other things, interconnection, access to unbundled network elements, co-location, access to poles, ducts, conduits, and rights of way, wholesale and resale obligations, and telephone number portability. Our ILEC operations in the US Virgin Islands through Viya are exempt from most such federal requirements pursuant to a rural exemption.

While, to date, the FCC has declined to classify interconnected voice-over Internet protocol (“VoIP”) service as a telecommunications service or information service, it has imposed a number of consumer protection and public safety obligations on interconnected VoIP providers, relying in large part on its general ancillary jurisdiction powers. To the extent that we provide interconnected VoIP service, we are subject to a number of these obligations.

The

In recent years, the FCC recently completed several related proceedings in which it adoptedhas taken actions to help expedite the deployment of wireline and wireless(and wireless) network infrastructure. Those actions include adopting rules to facilitate the attachment of new facilities to utility poles and eliminating or reducing requirements to provide notice of service discontinuance. We expect these FCC actions will facilitate our ability to expand our wirelesswireline network coverage. However, these FCC decisions have been appealed in federal circuit court, and we cannot predict with any certainty the likely timing or outcome of any court actions.

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Video Services

Video services systems are regulated by the FCC under the Communications Act. The FCC regulates our programming selection through local broadcast TV station mandatory carriage obligations, constraints on our retransmission consent negotiations with local broadcast TV stations, and limited regulation of our carriage negotiations with cable programming networks. The FCC and federal laws also impose rules governing, among other things, leased cable set-top boxes, our ability to collect and disclose subscribers’ personally identifiable information, access to inside wiring in multiple dwelling units, cable pole attachments, customer service and technical standards, and disability access requirements. Failure to comply with these regulations could subject us to penalties. The FCC is examining whether it should modernize its video regulations and already has updated or eliminated some requirements, but we cannot predict whether and to what extent the FCC will continue to pursue deregulation in this space.

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Wireless and Wireline Services

Universal Service. In general, all telecommunications providers are obligated to contribute to the USF, which is used to promote the availability of qualifying telecommunications and broadband service to individuals and families qualifying for federal assistance, households located in rural and high cost areas and to schools, libraries, and rural health care providers. Contributions to the federal USF are based on end-user interstate and international telecommunications revenue. Some states have similar programs that also require contribution. The FCC has suggested that it may examine the way in which it collects carrier contributions to the USF, including a proposal to base collections on the number of telephone numbers or network connections in use by each carrier, and some states have changed or are considering changing their contribution methodologies. We contribute to the USF as required by the rules throughout the US, and receive funds from the USF for providing service in rural areas of the United States, including the US Virgin Islands.

The collection of USF fees and distribution of USF support is under continual review by state and federal legislative and regulatory bodies, and changes to these programs could affect our revenues. We are subject to audit by the Universal Service Administration Company with respect to our contributions and our receipts of universal service funding. We believe we are substantially compliant with all FCC and state regulations related to the receipt and collection of universal service support.

In November 2011, the FCC released an order reforming the USF program for high-cost areas.areas in the continental U.S. As part of the USF reforms, the FCC created a new program, the Connect America Fund.

In August 2018, we were awarded $79.9 million over 10 years under a portion of the Connect America Fund program called the Connect America Fund Phase II Auction. The funding requires us to provide fixedFixed broadband and voice services to certain eligible areas in the United States. We are subject to operational and reporting requirements under the program. Funding began in the second quarter of 2019 and we record the amounts received as revenue in our financial statements. In the 2020 Rural Digital Opportunity Fund Phase I Auction, pending the FCC’s conclusion of the award process, we expect to receive approximately $20.1 million over 10 years to provide broadband coverage to over 10,000 households. Once confirmed, we will be obligated to provide broadband and voice services to certain eligible areas in the United States.

Our business in the US Virgin Islands also benefits from USF support. Our US Virgin Islands wireline business has historically received, and continues to receive, annual support of approximately $16.4 million. In addition, after the devastation caused by the Hurricanes in September 2017, the FCC provided approximately $9.7 million in recovery support in November 2017, and an additional $7.3 million in recovery support in August 2018. In 2018, the FCC initiated a proceeding to reform the USF program for high cost in the US Virgin Islands and Puerto Rico in which it proposed to allocate USF funding of up to $18.7 million per year (inclusive of the $16.4 million per year currently allocated to Viya) for 10 years to support fixed voice and broadband providersservices in the US Virgin Islands through a new Connect USVI Fund.

In September 2019, the FCC adopted an order in this proceeding establishing a new competitive proposal process for awarding the Connect USVI Fund support. The support that will supplant the $16.4 million that Viya currently receives per year. While Viya has sought FCC reconsideration of certain aspects of this new process. It is difficult to predict when the competitive proposal process will occur, whether Viya will be selected as aapplied for Connect USVI Fund support recipient, or, if so, how much support Viya will receive going forward. Viya may experience a significant reduction in USF support inallocated for the US Virgin Islands, if iton November 16, 2020, the FCC announced that Viya was not the recipient of the provisional award and that the FCC had provisionally accepted a bid of approximately $8.6 million per year for a term of 10 years. Viya has challenged this decision and its challenge remains pending before the FCC. If Viya’s challenge is not selectedgranted, pursuant to the terms of the program, Viya’s USF support will be a Connect USVI Fund support recipient,reduced, to 2/3 of the legacy total amount, or $10.9 million during the first year following the finalization of the award and to 1/3 of the legacy total amount, or $5.5 million, during the second year. Thereafter, Viya may experience a material reduction in support even if it is selected.will not receive high-cost USF support.

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Intercarrier Compensation. Under federal and state law, telecommunications providers are sometimes required to compensate one another for originating and terminating traffic for other carriers. Consistent with these provisions, we currently receive compensation from other carriers and also pay compensation to other carriers. In October 2011, the FCC significantly revised its intercarrier compensation regime such that most of these compensation obligations ceased

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by July 1, 2017, and most remaining obligations will cease byceased on July 1, 2020. As a result, this type of intercarrier compensation is no longer material to our business.

Net Neutrality. In January 2018, the FCC released a decision rescinding various “net neutrality” requirements, governingwhich had governed how broadband Internet access providers arewere permitted to offer broadband service, whichservice. This decision largely eliminated itsthe FCC’s regulation of our ability to block, throttle, or prioritize specific types of Internet traffic.traffic, and put a revised transparency-centered regulatory regime in place. Under the current2018 decision’s approach, however, broadband Internet access providers still must publicly disclose detailed information regarding their service offerings, Internet traffic management processes, and other practices affecting broadband customers. The FCC also held that states are preempted from enacting their own versions of these or similar requirements. A federal appeals court upheld most of the FCC’sFCC��s 2018 decision, but it reversed the FCC’s blanket preemption of state broadband rules. The court also (1) held that state broadband laws only may be preempted on a case-by-case basis when they conflict with state or federal policy.policy, and (2) remanded certain issues to the FCC. The court also directedsubsequently declined to rehear the case, and no party sought review by the U.S. Supreme Court. In October 2020, the FCC to further consider certain otheraffirmed its 2018 decision after addressing the issues related to its broadband regulatory framework, and we cannot predict whetherremanded by the FCC will adopt further regulations in response to this judicial remand. A number of advocacy groups and states have petitioned the court for rehearing. We cannot predict what, if any, action the court will take in response to these petitions or whether further appeals will ensue. In the meantime,court. Meanwhile, a number of states have adopted or are considering state-level net neutrality requirements. These efforts include enacted legislation and executive orders dating back to 2018. Some of thesestate efforts are currently subject to legal challenge by broadband providers and/or the United States government in federal district court. These legal challenges were paused during the appellate proceedings on the FCC’s 2018 decision, but have now resumed. We cannot predict with any certainty the likely timing or outcome of these or future challenges, or how state or federal efforts to adopt net neutrality requirements will continue to evolve.

Telecommunications Privacy Regulations. We are subject to federal regulations relating to privacy and data security that impact all parts of our business. Certain federal statutory and regulatory privacy and data security requirements apply to our telecommunications and cable services. Other parts of our business are subject to privacy and data security oversight by other federal regulators, including the Federal Trade Commission. In addition, federal and state regulators have adopted or are considering adopting new privacy laws. For instance, the state of California has enacted atwo broad new privacy statute,statutes, the first effective January 1, 2020, and the second effective January 1, 2023 although we do not believe that it isthey are applicable to our business. Such state privacy regulations could impact at least some of our operations. In addition, the US Congress is actively discussing establishing a new privacy regime that would impose a uniform privacy framework across the United States and its territories. We believe that we comply with all currently applicable requirements, but we cannot predict the timeline for any future changes of law in this area or the impact of any such changes on our businesses.

CALEA. Under certain circumstances, federal law also requires telecommunications carriers to provide law enforcement agencies with capacity and technical capabilities to support lawful wiretaps pursuant to the Communications Assistance for Law Enforcement Act (“CALEA”). Federal law also requires compliance with wiretap related record keeping and personnel related obligations. The FCC has adopted rules that apply CALEA obligations to high-speed Internet access and VoIP services. We believe that we are in compliance with all such requirements currently applicable to us. Maintaining compliance with these law enforcement requirements may impose additional capital spending obligations on us to make necessary system upgrades.

Obligations Due to Economic Stimulus Grants

Grants. One of our subsidiaries has received awards from the Broadband Technology Opportunities Program (“BTOP”) of the US Department of Commerce (“DOC”) pursuant to the American Recovery and Reinvestment Act of 2009 (“ARRA”). As a BTOP sub-recipient, we are subject to the various terms and conditions included in the agency’s Notice of Funds Availability published in the Federal Register on July 9, 2009. We are also required to comply with other terms and conditions of the individual DOC grants. We believe that we are currently in material compliance with all BTOP and DOC requirements applicable to our grants.

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US State Regulation

Wireless Services

Federal law generally preempts state and local regulation of the entry of, or the rates charged by, any CMRS provider. For this reason, as a practical matter, we are generally free to establish wireless rates and offer new wireless

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products and services, and our wireless businesses are subject to minimal state regulatory requirements. However, the states in which we operate maintain nominal oversight jurisdiction. For example, states may regulate the “terms and conditions” of a CMRS provider’s service other than rates. States and localities also assess taxes and fees on wireless carriers.

The location and construction of our wireless transmission towers and antennas are subject to state and local environmental regulation, as well as state or local zoning, land use and other regulation. Before we can put a system into commercial operation or expand a system, we must obtain all necessary zoning and building permit approvals for the cell site and tower locations. The time needed to obtain zoning approvals and requisite permits varies from market to market and state to state. Likewise, variations exist in local zoning processes. If zoning approval or requisite state permits cannot be obtained, or if environmental rules make construction impossible or infeasible on a particular site, our network design might be adversely affected, network design costs could increase and the service provided to our customers might belimited.

In 2018,recent years, the FCC completed several related proceedings in which it adoptedhas taken actions to help expedite the deployment of wireless network infrastructure. Those actions include limiting state and local regulations governing the construction or modification of towers and the installation of small cells and other facilities within and outside public rights-of-way when the FCC determines those regulations can be barriers to deployment. Among other things, the FCC established new shorter shot clocks for completion of local reviews of small wireless facility applications, and eliminated federal environmentalrequired that fees which states and historic preservation reviewlocalities may charge for the location of small wireless facilities. Thesecells in rights-of-way must be cost-based. Several of the FCC’s most recent decisions were challenged in court by variousindividual localities and those appeals are pending.organizations representing local governments. While some of the FCC’s actions have been upheld, others have been vacated or remanded, and others remain subject to petitions for reconsideration or appeal. We cannot predict with certainty the likely timing or outcome of these court challenges. If the FCC’s actions are upheld, we expect them to materially limit state regulation that otherwise could encumber our ability to expand our wireless network coverage.

US Virgin Islands Regulation

Virgin Islands Public Service Commission

In addition to the regulations described above, our operations in the US Virgin Islands are also subject to the US Virgin Islands Public Utilities Code, pursuant to which the Virgin Islands Public Service Commission (“PSC”) regulates certain telecommunications and cable TV services that Viya provides in the US Virgin Islands. Among other things, the PSC establishes the rates and fees that we may charge local exchange residential and enterprise customers in theUSVirginIslandsforcertainwirelinetelecommunicationsservices.ThePSCisrequiredbyUSVirginIslandslawto review local utility rates every five years. In June 2016, the PSC adopted an order increasing the rates and fees that we may charge subject to certain conditions and future obligations and certain of our subsidiaries entered into a transfer of control agreement with the PSC on July 1, 2016, which imposes certain operational and reporting obligations on the Viya companies. We believe that we have satisfied these requirements. Further, as a condition to Viya’s receipt of USF funds from the FCC, the PSC is required to certify on an annual basis that Viya is in compliance with certain eligible telecommunication carrier (“ETC”) obligations. We believe that we comply with all such obligations but cannot predict the outcome of future PSC proceedings relating to Viya’s ETCstatus.

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Our subsidiaries provide cable TV service in the US Virgin Islands pursuant to two franchises granted by the PSC. Each franchise was renewed in July 2015 by an order issued by the PSC, but the PSC has not yet issued new franchise agreements memorializing these renewals. We cannot predict what requirements will be included in the renewed franchise agreements. However, we understand that the renewed franchise agreements will likely contain substantially similar terms and conditions as the prior franchise agreements, including a 15-year term. We also believe that the renewed franchise agreements will exclude prior language permitting the PSC to regulate our cable rates. In August 2019, the FCC issued a decision placing some limits on the powers of local cable franchising authorities such as the PSC, including limits on their ability to impose franchise fees and to regulate non-cable services. A number of local franchising authorities have challenged that decision in federal appeals court and have asked that the FCC’s rulings be stayed pending appeal.court. We cannot predict the outcome of that appeal, or how the FCC’s actions will impact our business.

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Virgin Islands Research and Technology Park

Our video, internet and wireless companies in the US Virgin Islands also receive tax benefits as qualifying participants in the US Virgin Islands’ Research & Technology Park (“RTPark”) program. RTPark was chartered with the goal of promoting technology-based economic development in the territory and offering attractive economic incentives to companies that contribute to the development of the Virgin Islands through local employment and sourcing, as well as significant contributions to both the economy and the non-profit sectors of the community. As part of the program, our participating entities currently receive a 100% tax exemption applied against gross receipts, property, and excise taxes as well as a 90% exemption against income taxes and a reduction in customs duties from 6% to 1%. These benefits resulted in tax exemptions of approximately $1.9 million and $1.8 million during the yearyears ended December 31, 2019. 2020 and 2019, respectively.

In order to qualify, we are required to maintain certain capital investments over the first five years of the agreement, pay monthly management fees of 0.4% of tenant company revenue, make annual charitable contributions to the University of the Virgin Islands, purchase products and services locally when feasible and provide in-kind services toRTPark.

Guyana RegulationRegulation

Our subsidiary, Guyana Telephone & Telegraph Limited (“GTT”), in which we hold an 80% interest, is subject to regulation in Guyana under the provisions of GTT’s License from the Government of Guyana, the Guyana Public Utilities Commission Act of 19992016 as amended (or “PUC Law”) and the Guyana Telecommunications Act 1990of 2016 (or “Telecommunications Law”). The Ministry of Telecommunications, an agency of the Government of Guyana, has formal authority over telecommunications licensing and related issues. The Public Utilities Commission of Guyana (or “PUC”) is an independent statutory body with the principal responsibility for regulating telecommunications rates and services in Guyana. The MinistryTelecommunications Agency (or “TA”) advises and makes recommendations to the Minister of Telecommunications, an agency of the Government of Guyana,implements policy and has formal authority over telecommunications licensingprincipal responsibility for operating licenses and related issues.frequency authorizations.

Licenses. GTT provides domestic fixedFixed (both wireline and wireless) and international voice and data services in Guyana pursuant to a licenselicenses from the Government of Guyana granting GTT the exclusive right to provide the following: public telephone, radio telephone, and pay telephone services;a variety of domestic fixedFixed services (both wireline and wireless); and international voice and data services; sale of advertising in any telephone directories; and switched or non-switched private line service. The license, which wasservices. These licenses were issued in December 1990, had an initial 20-year term.October 2020. Pursuant to the license,licenses, GTT also provides mobile wireless telephone service in Guyana on a non-exclusive basis pursuant to an initial twenty-Guyana.

year term. In November 2009, GTT notified the Government of its election to renew both the exclusive and non-exclusive license grants for an additional 20 year term expiring in 2030. In exercising this option, GTT reiterated to the Government that GTT and the Company would be willing to voluntarily relinquish the exclusivity aspect of GTT’s licenses, but only as part of an alternative agreement with the Government. On December 15, 2010, the Government, through the Office of the President, sent a letter to GTT indicating that GTT’s license was renewed until such time as a new legislative and regulatory regime to reform the telecommunications sector in Guyana is brought into force; however, GTT formally notified the Government that it is entitled to an unconditional renewal of both the exclusive and non-exclusive license grants for an additional period of 20 years or until such time as GTT and the Company enter into an alternative agreement with the Government.

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PUC Law and Telecommunications Law. The PUC Law and the Telecommunications Law, and related regulations adopted in October 2020, provide the general framework for the regulation of telecommunications services in Guyana. As a general matter, the PUC has authority to regulate GTT’s domestic and international telecommunications services and rates and to require GTT to supply certain technical, administrative and financial information as it may request. The PUC claims broad authority to review and amend any of GTT’s programs for development and expansion of facilities or services, although GTT has challenged the PUC’s view on the scope of its authority. For a description of recent actions of the PUC, see Note 1514 to the Consolidated Financial Statements included in this Report.

Regulatory Developments. In 2016,On October 5, 2020, the GovernmentPrime Minister of Guyana passed newformally implemented telecommunications legislation introducingpreviously passed by the Guyana Parliament in 2016 that introduces material changes to many features of Guyana’s existing telecommunications regulatory regime with the stated intention of introducing additional competition into Guyana’s telecommunications sector. The legislationcreating a more competitive market. At that passed, however,time, we were issued a new license to provide domestic and international voice as well as data services and mobile services in Guyana. Two of our competitors, who had previously provided fixed voice and internet services on an unlicensed basis, were issued service licenses as well. While we have requested details of our competitors’ licenses, such information has not been made public by the Guyana Telecommunications Agency, and we are not yet able to ascertain whether the licenses issued to our competitors permit any competitors to provide services that have been implemented and does not include a provision that permits other telecommunications carrierssubject to receive licenses automatically upon signing of the legislation, nor does it have the effect of terminating ourGTT’s exclusive rights contained in its 1990 license. Instead, the legislation, as passed, requires the Minister of Telecommunications to conduct further proceedings and issue implementing orders to enact the various provisions of the legislation. We have met with

On October 23, 2020, the Government of Guyana includingalso brought into effect new telecommunications regulations called for by the telecommunications legislation. The regulations include new requirements for the market as recently as January 2019, to discuss modificationsa whole,

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which impact our exclusivity rightsoperations, administrative reporting and other rights under our existing agreement and license. However, thereservices. There can be no assurance that those discussionsthese regulations will be concluded before the Government issues new licenses as contemplated by the legislation or at all,effectively implemented, or that they will satisfactorily address the Company’s contractual exclusivity rights. Although we believe that we would be entitled to damages or other compensation for any involuntary termination of our contractual exclusivity rights, we cannot guarantee that we would prevailadministered in a proceeding to enforce our rights or that our actions would effectively halt any unilateral action by the Government.fair and transparent manner.

FCC Rule-Making and International Long-Distance Rates. The actions of foreign telecommunications regulators, especially the FCC in the United States, can affect the settlement or termination rate payable by foreign carriers to GTT for incoming international voice calls. While the FCC continues to monitor and evaluate termination rate levels and benchmarks, we cannot predict when and if the FCC will further reduce settlement rates or the effect lower rates will have on revenue in our International Telecom segment.

Bermuda Regulation

In 2013, the Government

The Regulatory Authority of Bermuda implemented(the “RA”) is the primary regulator of our operations in Bermuda.  The relevant legislation is the Regulatory Authority Act 2011 and the Electronic Communications Act of 2011 (“ECA”), which empowered2011.  Pursuant to these statutes, the regulatory authority of Bermuda (the “Regulatory Authority”) to regulate theRA is responsible for regulating all electronic communications sectorservices in Bermuda, including the broadband, mobile and allowed communications service providers to enter new linesvideo services we offer.  The statutory framework provides the RA powers in respect of business as a means of increasinglicensing, consumer protections, ex post competition inissues, and the sector. As part of the Regulatory Authority’s core mandate, it must review the relevant markets, determine the existenceidentification and remedying of significant market power and implement any necessary remedies in the public interest.  As part of its initial market review, the Regulatory Authority  imposed regulatory and other fees and adopted additional regulation that has increased the regulatory costs incurred by our Bermuda operations. In 2017, the Regulatory Authority commenced another market review process as required by the ECA. In 2020, that market review process is expected to continue. We cannot now accurately predict the outcome of the ongoing market review, nor can we determine the competitive impact on our Bermuda business and its ability to grow.

Renewable Energy Services Regulation

India Regulation

The Electricity Act, 2003concerns.

On September 1, 2020, the RA completed its second market review and affirmed its determination that we have significant market power in certain broadband and mobile services.  As a consequence, we are subject to, and have initiated a legal challenge of, a series of ex ante remedies that include wholesale obligations, price caps, accounting separation and reporting obligations in addition to the ex post competition rules that generally apply.  The Electricity Act, 2003 (the “Electricity Act”) regulatesex-ante remedies are burdensome and, governs the generation, transmission, distribution, tradingif implemented, will require financial, operational, legal and use of electricity in India. Under the Electricity Act, the transmission, distribution and trade of electricity are regulated activities that require licenses from the Central Electricity Regulatory Commission, State Electricity Regulatory Commissions, or “SERCs,” or the joint commission (constituted by an agreement entered into by

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two or more state governments or the central government in relationregulatory resources be allocated to one or more state governments, as the case may be).

In terms of the Electricity Act, any generating company may establish, operate and maintain generating stations without obtaining a license if it complies with prescribed technical standards relating to grid connectivity. The generating company is required to establish, operate and maintain generating stations, tie-lines, sub-stations and dedicated transmission lines.ensure compliance.

Further, the generating company may supply electricity to any licensee or even directly to consumers, subject to availing open access to the transmission and distribution systems and payment of transmission charges, including wheeling charges and open access charges, as may be determined by the relevant electricity regulatory commission. In terms of the Electricity Act, open access means the non-discriminatory provision for the use of transmission lines or distribution system or associated facilities with such lines or system, by any licensee or consumer or a person engaged in generation in accordance with the regulations specified by the relevant electricity regulatory commission.

The relevant electricity regulatory commission is empowered, among other things, to determine or adopt the tariff for supply of electricity from the generating company to a distribution licensee (such as the distribution utility companies), for transmission of electricity, wheeling of electricity and retail sale of electricity. However, the relevant electricity regulatory commission may, in case of a shortage of supply of electricity, fix the minimum and maximum tariffs for sale or purchase of electricity under agreements between a generating company and a licensee or between licensees, for a period not exceeding one year, to ensure reasonable prices of electricity. While determining the tariff, commissions are required to be guided by, among other things, the promotion of co-generation and generation of electricity from renewable sources of energy.

The Electricity (Amendment) Bill, 2014 was introduced in the lower house of the Indian Parliament to amend certain provisions of the Electricity Act. Among other things, the amendment empowers the Indian government to establish and review a national renewable energy policy, tariff policy and electricity policy. Further, the Indian government may, in consultation with the state governments, notify policies and adopt measures for the promotion of renewable energy generation including through tax rebates, generation-linked incentives, creation of a national renewable energy fund, development of the renewable industry and for effective implementation and enforcement of such measures.

Generating companies are also required to ensure compliance with certain other regulations, including the Central Electricity Authority (Safety Requirements for Construction, Operation and Maintenance of Electrical Plants and Electric Lines) Regulations, 2011.

The National Electricity Policy, 2005

The Indian government approved the National Electricity Policy on February 12, 2005, in accordance with the provisions of the Electricity Act. The National Electricity Policy, 2005 has material effects on our business since it provides the policy framework to the central and state Electricity Regulatory Commissions in developing the power sector, supplying electricity and protecting interests of consumers and other stakeholders, while keeping in view the availability of energy resources, technology available to exploit such resources, economics of generation using different resources and energy security issues. The National Electricity Policy emphasizes the need to promote generation of electricity based on non-conventional sources of energy.

Central Electricity Regulatory Commission (Terms and Conditions for Tariff Determination from Renewable Energy Sources) Regulations, 2012

The Central Electricity Regulatory Commission announced the Central Electricity Regulatory Commission (Terms and Conditions for Tariff Determination from Renewable Energy Sources) Regulations, 2012 (the “Tariff Regulations”), which prescribe the criteria that may be taken into consideration by the SERCs while determining the tariff for the sale of electricity generated from renewable energy sources that include, among other things, return on equity, interest on loan capital and depreciation. Accordingly, such tariffs cannot be determined independently by renewable energy power producers such as our company. Pursuant to the Tariff Regulations, the Central Electricity

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Regulatory Commission is required to determine the rate of return on equity which may be adopted by the SERCs to determine the generic tariff, keeping in view the overall risk and prevalent cost of capital, which factors are also to be taken into consideration by SERCs while determining the tariff rate. The Tariff Regulations prescribe that the normative return on equity shall be 20% per annum for the first 10 years and 24% per annum from the 11th year onward.

The Tariff Regulations also provide the mechanism for sharing of carbon credits from approved clean development mechanism projects between renewable energy power producers and the concerned beneficiaries. Under the Tariff Regulations, the project developer is entitled to retain 100% of the gross proceeds on account of clean development mechanism project benefits in the first year following the date of commercial operation of the generating station.

Subsequently, in the second year, the share of the beneficiaries is increased to 10% and then progressively increased by 10% every year until it reaches 50%, after which the clean development mechanism project proceeds are to be shared equally between the generating company and the beneficiaries.

MNRE

The Ministry of New and Renewable Energy (“MNRE”) in India has been facilitating the implementation of

programs harnessing renewable power, renewable energy for industrial and commercial applications and development. The ministry is focused on a mix of subsidies, fiscal incentives, preferential tariffs, market mechanisms and affirmative actions such as renewable purchase obligations by way of legislation and policies. It has introduced the generation-based incentive scheme to support small grid solar projects, pursuant to which the MNRE will pay incentives to the state utilities when they directly purchase solar power from project developers. One such incentive is the exemption of customs and excise duties on all rooftop Solar PV Power Projects with a minimum capacity of 100 kw.

Renewable Purchase Obligations

The Electricity Act promotes the development of renewable sources of energy by requiring the SERCs to ensure grid connectivity and the sale of electricity generated from renewable sources. In addition, it requires the SERCs to specify, for the purchase of electricity from renewable sources, a percentage of the total consumption of electricity within the area of a distribution licensee, which are known as RPOs. Pursuant to this mandate, most of the SERCs have specified solar and non-solar RPOs in their respective states. In terms of the RPO regulations, RPOs are required to be met by obligated entities (that is, distribution licensees, captive power plants and open access consumers) by purchasing renewable energy, either by entering into PPAs with renewable energy power producers or by purchasing renewable energy certificates. The RPO regulations require the obligated entities to purchase power from renewable energy power producers such as our company. In the event of default by an obligated entity in any fiscal year, the SERCs may direct the obligated entity to deposit an amount determined by the relevant SERC, into a fund to be utilized for, among other things, the purchase of renewable energy certificates. Additionally, pursuant to the Electricity Act, a defaulting obligated entity may also be liable to pay a penalty as determined by the SERCs.

In May 2015, the Supreme Court of India upheld a regulation that made it compulsory for captive power plants and open access consumers to purchase electricity to fulfill their RPOs. This judgment is expected to boost the demand for renewable energy by captive players and also improve the marketability of renewable energy certificates in India.

Available Information

Our website address is www.atni.com. The information on our website is not incorporated by reference in this Report and you should not consider information provided on our website to be part of this Report. Investors may access, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, plus amendments to such reports as filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, through the SEC’s electronic data gathering, analysis and retrieval system (“EDGAR”), via electronic means on the SEC’s website at www.sec.gov, or through the “Financials & Filings” portion of the “Investor Relations” section of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.

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We have adopted a written Code of Ethics that applies to all of our employees and directors, including, but not limited to, our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. Our Code of Ethics, along with our Compensation Committee Charter, Audit Committee Charter and Nominating and Corporate Governance Committee Charter, are available at the Corporate Governance section of our website. We intend to make any disclosure required under the SEC rules regarding amendments to, or waivers from, our Code of Ethics on our website.

ITEM 1A. RISK FACTORSFACTORS

In addition to the other information contained in, or incorporated by reference into, this Report, you should carefully consider the risks described below that could materially affect our business, financial condition, or future results. These risks are not the only risks facing us. Additional risks and uncertainties not presently known to us or that we currently believe are immaterial also may materially adversely affect our business, financial condition and/or results of operations.

Operational Risks Relating to Our International Telecom Segment

Changes in USF fundingour relationships with our vendors, changes in import tax policy or trade relations, interruptions in our supply chain or increased commodity or supply chain costs could adversely affect our results of operations.    

A number of our equipment suppliers and vendors are based outside the United States, with China serving as a significant non-US source for our telecommunications and solar equipment. Because a large portion of our equipment is sourced, directly or indirectly, from outside the United States, major changes in tax policy or trade relations, such as the disallowance of tax deductions for imported products or the imposition of additional tariffs or duties on imported products, could adversely affect our business, results of operations, effective income tax rate, liquidity and net income. In addition, governmental restrictions on the procurement of equipment from certain Chinese vendors could result in a costly network replacement build that, if not offset by government support, could adversely affect our results of operations. Although the FCC has initiated proceedings to develop a replacement and reimbursement program, and Congress has appropriated funds for the purpose, if we are not able to access the funds that are necessary to remove equipment from restricted vendors or are unable to complete the removal and replacement in the time frame specified in any final rules, it could adversely our ability to operate, maintain or expand our domestic network infrastructure.

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Failure of network or information technology systems, including as a result of security breaches, could have an adverse impacteffect on our business.

We are highly dependent on our information technology (“IT”) systems for the operation of our network, our facilities, delivery of services to our customers and the compilation of our financial conditionresults. Failure of these IT systems, through cyberattacks, breaches of security, or resultsotherwise, may cause disruptions to our operations. There can be no assurance that we will be able to successfully prevent a material security breach stemming from future cyberattacks.  Our inability to operate our network, facilities and back office systems as a result of such events, even for a limited period of time, may result in significant expenses and impact the timely and accurate delivery of our services or other information. Other risks that may also cause interruptions in service or reduced capacity for our customers include power loss, increasing reliance on cloud-storage providers (which may themselves be subject to cyberattack or breach), capacity limitations, software defects and breaches of security by computer viruses, break-ins or otherwise. Specifically, we have seen a rise in ransomware attacks in recent years. Telecommunications providers are increasingly being targeted by cyber criminals not necessarily for data about their own business, but access to the data of market participants in potentially more lucrative industries. Disruptions in our networks and the unavailability of our services or our inability to efficiently and effectively complete necessary technology or systems upgrades, or conversions could lead to a loss of customers, damage to our reputation and violation of the terms of our licenses and contracts with customers. Additionally, breaches of security may lead to unauthorized access to our customer or employee information processed and stored in, and transmitted through, our IT systems. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures arising from operational and security risks, including notification under data privacy laws and regulations, and we may be subject to litigation, regulatory penalties and financial losses.  These failures could also lead to significant negative publicity.

Inclement weather and changes in meteorological conditions may materially disrupt our operations.

Viya,Many of the areas in which we operate have experienced severe weather conditions over the years including hurricanes, tornadoes, blizzards, fires, damaging storms and floods. Such events may materially disrupt and adversely affect our subsidiary operating video, internet, wireless and landline services inbusiness operations, such as the US Virgin Islands, currently receives high-cost Universal Service Fund (“USF”) support inimpacts of the US Virgin Islands of approximately $16.4 million per year. In addition, after the devastation caused by the Hurricanes in September 2017, the FCC provided approximately $15.4 million in accelerated USF support and in fixed and mobile recovery support through August 2018. The FCC, in response to the damage caused by the Hurricanes and as part of its general USF reform, has established a Connect USVI Fund budget for fixed networks of up to $18.7 million per year for 10 years and a budget for mobile networks of up to $4.4 million per year for 3 years in the US Virgin Islands. The Connect USVI Fund for fixed networks will replace the legacy high-cost USF support for the US Virgin Islands that Viya historically has been awarded and any entity that provided voice or broadband servicehurricanes in the US Virgin Islands in June 2018 is eligible2017, which we assessed caused damage and losses to submit a competitive proposal.

We expectour wireline and wireless networks of approximately $100 million in operating losses and network rebuilding costs prior to participate in both the fixedinsurance and mobile network components of the USVI Connect Fund support assignment processes and we currently anticipate that the new fixed network fund recipient(s) will be determined as early asany other recovery assistance. Major hurricanes also passed directly over Bermuda in the second halfpast decade, causing damage to our network and to the island’s infrastructure. Guyana and Cayman have suffered from severe rains and flooding in the past as well.  These types of 2020.  Thereevents can also cause major disruption and harm to the communities and markets we serve, which can have a material adverse effect on our business.  We cannot be no guaranteesure that these types of events will not have an impact in the future or that we can procure insurance coverage against these types of severe weather events under reasonable business terms and conditions, or that any insurance coverage we are able to maintain will be selected by the FCCadequately compensate us for all damage and economic losses resulting from natural catastrophes.  In addition, it may take significant time to receive fixed network funding for either of the coverage territories. Under the mechanism usedreturn to allocate mobile funding,pre-storm levels following any such storm or meteorological event.  If we currently expectare unable to receiverestore service on a portion of the mobile funding but cannot be certain at this stage of the amount or timing of receipt of such funding.  Any reduction in the overall amount of USF support we receive as a result of the USVI Connect Fund proceeding relative to historical levels of high-cost USF support we have receivedtimely and cost-effective basis, it could negatively affectharm our efforts to build, maintainreputation and operate networks in the US Virgin Islands and our ability to provide services supported by USF funds.  For example, we could be selected to receive fixed network funding in neither coverage territory or in one coverage territory but not the other, meaning that another entity will have received funding for such territory; or we might be selected to receive funding in both coverage territories but at a funding level that is significantly below our historical high-cost USF support levels.  Each of these potential outcomes could have a material adverse effect on our business, financial condition or results of operations in our International Telecom segment through continued loss of revenue and customer attrition and increased competition. In the event that Viya does not receive any funding in a territory, we will have to consider whether we provide further investment or operational resources to Viya or that territory.

We may have difficulty securing video services content from third parties desirable to our customers on terms and conditions favorable to us.competitors.

We have secured licensing agreements with numerous content providersIn addition, the impacts of climate change may exacerbate the risk of significant damage in the areas in which we operate. For example, rising ocean temperatures in the Atlantic Ocean may result in the intensification of hurricanes over time.  Heat waves and severe drought may lead to allowstronger and more frequent wildfires that could threaten our various video servicestowers and installed equipment or result in loss of power. Rising sea levels and associated flooding may impact our retail and enterprise customers that operate businesses to offer a wide array of popular programming to our subscribers. Typically, we make long-term commitments relating to these rights in advance even though we cannot predicton the popularitycoasts of the servicesUnited States and in our island markets. As the frequency or ratingsduration of more intense weather events increase, the likelihood of significant damage also increases.  After major events such as hurricanes, earthquakes or wild fires, which can cause significant destruction to the power grid, our ability to access sites and facilities, obtain fuel and receive sufficient fuel supplies in order to provide power for stand-by generators is often severely limited, and in many cases, is not possible for extended periods of time. Our ability to access ports in order to obtain relief and supplies for affected areas will also likely be significantly hampered for extended periods of time.

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programming will generate. License fees may be negotiated for a number of years and may include provisions requiring us to pay part of the fees even if we choose not to distribute such programming.

The success of our video services operations depends on our ability to access an attractive selection of video programming from content providers on terms and pricing favorable to us. Our ability to provide movies, sports and other popular programming is a major factor that attracts subscribers to our services. Our inability to provide the content desired by our subscribers on satisfactory terms or at all could result in reduced demand for, and lower revenue from, our cable operations that may not offset the typically large subscription fees that we pay for these services. In certain cases, we may not have satisfactory contracts in place with the owners of our distributed content, leading to such parties’ desire for increased renewed contractual pricing or leading to disputes with such parties including claims for copyright or other intellectual property infringement. 

The cost of obtaining programming associated with providing our video services is significant. Many of our programming contracts are for multiple year terms and provide for future increases in the fees we must pay.  In addition, local over-the-air television stations are increasingly seeking substantial fees for retransmission of their stations over our cable networks. Historically, we have absorbed increased programming costs in large part through increased prices to our customers. We cannot assure that competitive and other marketplace factors will permit us to continue to pass through these costs or that we will be able to renew programming agreements on comparable or favorable terms. Also, programming in the Caribbean typically includes Latin American or Spanish programming, while our subscribers typically prefer content in English. To the extent that we are unable to reach acceptable agreements with programmers or obtain desired content, we may be forced to remove programming from our line-up, which could result in a loss of customers and materially adversely affect our results of operations and financial condition.

Our exclusive license to provide local exchange and international voice and data services in Guyana is subject to significant political and regulatory risk.

Since 1991, our subsidiary Guyana Telephone and Telegraph, Ltd. (“GTT”) has operated in Guyana pursuant to a license from the Government of Guyana to be the exclusive provider of domestic fixed and international voice and data services pursuant to a license with an initial term ending in December 2010, which was renewable at our sole option for an additional 20-year term. In November 2009, we notified the Government of Guyana of our election to renew our exclusive license for an additional 20-year term expiring in 2030. On December 15, 2010, we received correspondence from the Government of Guyana indicating that our license had been renewed until such time that new legislation is in place with regard to the Government’s intention to expand competition within the sector; however, we believe our exclusive license continues to be valid unless and until such time as we enter into an alternative agreement with the Government.

In 2016, the Government of Guyana passed new telecommunications legislation introducing material changes to many features of Guyana’s existing telecommunications regulatory regime with the intention of introducing additional competition into Guyana’s telecommunications sector.  The legislation that passed, however, has not yet been implemented and does not have the effect of terminating our exclusive license.  Instead the legislation as passed requires the Minister of Telecommunications to conduct further proceedings and issue implementing orders to put into effect the various provisions of the legislation.  We have met with the Government of Guyana to discuss modifications of the Company’s exclusivity rights and other rights under its existing agreement and license.  However, there can be no assurance that those discussions will be concluded before the Government issues new licenses as contemplated by the legislation or at all, or that they will satisfactorily address the Company’s contractual exclusivity rights.  Although we believe that we would be entitled to damages or other compensation for any involuntary termination of our contractual exclusivity rights, ultimately we cannot guarantee that we would prevail in a proceeding to enforce our rights or that our actions would effectively halt any unilateral action by the Government of Guyana.

We are dependent on GTT for approximately 24% of our total consolidated revenues. A loss of exclusivity on international voice and data service would result in a reduction in international call traffic and as a result, a loss in that portion of our wireline revenue. Any modification, early termination or other revocation of the exclusive domestic fixed and international voice and data license could materially adversely affect our revenues and profits and diminish the value of our investment in Guyana.

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Risks Related to our US Telecom Segment

We may not be able to timely and effectively meet our obligations to AT&T related to its partnership with the First Responder Network Authority.

 

On July 31, 2019, the Company, through its wholly owned subsidiary, Commnet Wireless, entered into a Network Build and Maintenance Agreement with AT&T Mobility LLC (“AT&T”), pursuant to which Commnet will engineer, construct, commission, and maintain a radio access network (“RAN”) for AT&T for its commercial use and also in support of AT&T’s public/private partnership with the First Responder Network Authority (“FirstNet Authority”). In connection with the Network Build & Maintenance Agreement, we are required to build a network in portions of several states in accordance with AT&T’s detailed specifications by specified milestone dates and thereafter, to maintain the network in accordance with certain quality metrics. Such services are structured as a set cost agreed upon with AT&T, to be paid over the initial eight year term of the Network Build and Maintenance Agreement.  AT&T has the right to terminate this agreement, including its obligation to pay for ongoing maintenance of the sites, in the event that Commnet fails to meet certain milestones or completion dates with respect to the construction of the sites, or fails to meet certain quality metrics and service level agreements (“SLAs”) with respect to maintenance services for the built sites.

Our ability to meet required milestones and completion dates and perform the SLAs is dependent on a variety of factors, including:

 

our ability to procure equipment and negotiate favorable payment and other terms with suppliers;

our ability to effectively manage the construction of each of the cell sites, including securing reliable and efficient field construction resources; and

●       our ability to cost effectively and reliably deliver and manage the network in accordance with SLAs for both the AT&T commercial and FirstNet Authority networks.

our ability to procure equipment and negotiate favorable payment and other terms with suppliers;

our ability to effectively manage the construction of each of the cell sites, including securing reliable and efficient field construction resources; and

our ability to cost effectively and reliably deliver and manage the network in accordance with SLAs for both the AT&T commercial and FirstNet Authority networks.

 

In addition, construction of the cell sites may be also adversely affected by circumstances outside of our control, including inclement weather, adverse geological and environmental conditions, a failure to receive regulatory approvals or necessary permits on schedule or third-party delays in providing supplies and other materials. Further, our ability to undertake construction activities and the availability of our workforce may be impacted by shutdowns due to COVID-19, or our personnel actually contracting the virus. Any construction setbacks or delays could be costly and have a material adverse effect on our ability to perform under the time conditions and strict budget required under the Network Build and Maintenance Agreement.

 

If AT&T were to terminate the Network Build & Maintenance Agreement, this could have a material adverse impact on our prospects and results of operations in our US Telecom segment as we would have incurred costs to construct the sites, but might not be fully compensated for the construction of the sites through the initial term of the Agreement.

Changes inThe continued impact of COVID-19 may have a material adverse impact on our relationships with our vendors, changes in tax policy or trade relations, interruptions in our supply chain or increased commodity or supply chain costs could adversely affect ourbusiness, financial condition and results of operations.

A number

In March 2020, the World Health Organization declared a novel strain of our equipment suppliers and vendors are based outsidecoronavirus, now referred to as COVID-19, as a pandemic, as the virus spread globally to multiple countries, including the United States with China servingand other countries in which we have substantial operations. The pandemic has resulted in and will likely continue to result in significant disruptions to global business activities and capital markets around the world.

We are continuing to monitor and assess the effects of the COVID-19 pandemic on our commercial operations, including any potential impact on our revenue in 2021. However, the ultimate extent to which this pandemic impacts our business will depend upon the duration of the outbreak, travel restrictions and actions to contain the outbreak or mitigate its impact, as onewell as the timing and rollout of approved vaccines to combat the spread of COVID-19 and the impact on the economies in which we operate. For example, the local economies of many of our primary non-US sourcesCaribbean markets are tourism-dependent and the ongoing decline in global travel activity resulting from COVID-19 may continue to impact our revenue and cash flows for certain services in these markets as our international telecommunicationsretail and solar equipment. Becauseenterprise customers are impacted, and we may continue to experience a large portiondecline in roaming revenue due to lack of our equipment is sourced, directly or indirectly,travel to and from outside the United States, major changes in policy or trade relations, such as the prohibition or limitation of use of certain telecommunications suppliers,, the disallowance of tax deductions for imported products or the imposition of additional tariffs or duties on imported products, or other factors such as the recent impact that COVID-19, or Coronavirus, has had on procurement timelines, could adversely affect our business, results of operations, effective income tax rate, liquidity and net income.

A significant portion of our US wholesale wireless revenue is derived from a small number of customers.

A substantial portion of our US Wireless revenue is generated from four national wireless service providers. Our US wholesale wireless revenues accounted for approximately 18.7% of our consolidated revenues in 2019. these markets.

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Our relationships

Additionally, governmental actions in our jurisdictions intended to contain the COVID-19 outbreak have placed restrictions on travel and movement, resulting in significant business interruptions to both our business and that of our customers, delays in receipt of governmental approvals and permits, the acceleration of “population flight” from island markets, and supply chain delays in the procurement process causing delays in our scheduled build plans, including with respect to planned fiber optic installations and maintenance in our roaming customers generally are much more financially significant for us thanCaribbean markets and our ongoing construction pursuant to our FirstNet Agreement with AT&T. Any prolonged interruption could negatively impact our customers’ ability to pay for our customers. Frequently,services on a timely basis or at all and our relationships with our roaming customers do not require themability to “prefer” our networks or require them to send us a minimum amount of traffic. Instead, roaming customers may choose to utilize other networks, if available, for their subscribers’ roaming use. If our markets currently included in our roaming partners’ home calling areas are instead subject toexpand, as well as the imposition of additional roaming charges or if we fail to keep anyability of our roaming customers satisfiedfield technicians to service our (or with respect to FirstNet, our service offerings or economic terms, we could lose theircustomer’s) telecommunications network. For more information about the risks to our business experience less roaming traffic orwith respect to failure to perform under our FirstNet Agreement, see “Operational Risks -- We may not be unableable to renew or enter into new agreementstimely and effectively meet our obligations to AT&T related to its partnership with these customers on beneficial terms (including pricing), resulting in a substantial loss of revenue, which would have a material adverse effect on our results of operations and financial condition. In addition, if these customers build or acquire wireless networks in our service areas, we would lose revenue. Should any of these customers take such actions over a significant portion of the areas we serve, it may have a material adverse effect on our results of operations and financial condition.First Responder Network Authority.

We may have difficulty meeting the growing demand for data services.

Demand for smartphones and data services continues to grow across all of our wireless markets and ourwe have seen an acute increase for such demand as a result of the COVID-19 pandemic. Our value to our customers in some markets depends in part on our network’s ability to provide high-quality and high capacity network service to smartphone devices. Indeed, much of the revenue growth in our wireless businesses in the past few years has been attributable to increased demand for data services. However, if data usage increases faster than we anticipate and exceeds the then-available capacity of any of our networks, our costs to deliver roaming services may be higher than we anticipate. In the United States, the dearth of available spectrum and and/or non-transparent spectralspectrum allocation practices in our industryother markets means that we cannot guarantee that we will be able to acquire additional spectrum in a timely fashion, at a reasonable cost, or at all to ensure our ability to maintain or grow our business and traffic volumes. As demand for advanced mobile data services continues to grow, we may have difficulty satisfying our retail and wholesale customers’ demand for these services without substantial upgrades and additional capital expenditures and operating expenses, which could have an adverse effect on our results of operations and financial condition.

Risks RelatedOur inability to Our Renewable Energy Segment

Our Facilities have a limited operating history, which may make it more difficult to predict their future performance.

All ofrecruit and retain experienced management and technical personnel could adversely affect our Facilities have limited operating histories. Our expectations about the performance of these Facilities are based on assumptions and estimates made without the benefit of a lengthy operating history. There can be no assurance that our Facilities will perform as anticipated or projected and the failure of these Facilities to perform as we expect could have a material adverse effect on the financial condition, results of operations and cash flowsability to maintain internal controls.

The success of our Renewable Energy segment.

Our revenues are dependentbusiness depends on the performance and effectivenessability of our PPAs.

The cash flow fromexecutive officers and the officers of our PPAs is significantly affected byoperating units to develop and execute on our business plan, and to identify and pursue new opportunities and product innovations, as well as on our ability to collect payments from offtakers underattract and retain these officers and other highly qualified technical and management personnel. If our PPAs. Ifexecutive officers and the officers of our operating units are not able to execute on our business plan, this could adversely affect our business, financial condition and results of operations.  Furthermore, we believe that there is, and will continue to be, strong competition for any reasonqualified personnel in the communications and energy industries and in our PPA customersmarkets, and we cannot be certain that we will be able to attract and retain the personnel necessary for the development of our business. We rely heavily on local management to run our operating units.  Many of the markets in which we operate are unablesmall and remote, and in some cases are subject to government restrictions on granting work visas, which could make it difficult for us to attract and retain talented and qualified managers and staff in those markets. The loss of key personnel or unwillingthe failure to fulfill their related contractual obligationsattract or if they refuseretain personnel with the sophistication to accept delivery of power or otherwise terminate or breach such agreements, such non-paymentrun complicated communications equipment, networks and systems could have a material adverse effect on our revenuesbusiness, financial condition and results of operations. We do not currently maintain “key person” life insurance on any of our key employees and none of the executives at our parent company have executed employment agreements.

The shift across the world from in-person to remote working may have both negative and positive impacts on our businesses. On one hand, if we are able to hire more remote workers who do not necessarily have to reside in-market, it will expand our talent pool and broaden our hiring capabilities. On the Renewable Energy segment.other hand, the more our workforce shifts to remote workers, new challenges present themselves such as providing adequate training and on-boarding, and keeping staff engaged and connected to their colleagues and the increased risk of recruitment by firms that also offer remote work options. In addition, cultural differences abroad and local practices of conducting business in our inability to perform our obligations under the PPAs could also have a material adverse effect on these revenues. For instance, our inability to meet certain operating thresholds or performance measures under certain of our PPAs within specified time periods exposes us to the risk of covering the cost of any shortfall or early termination by such customer.

Certain of our PPAs provide for early termination for a variety of reasons, includingforeign operations may not be in line with business practices, recordkeeping and ethics standards in the event that (a) an offtaker is unableUnited States. In order to appropriate government funds, (b) there is a change of law that substantially reduces the value of utility credits, (c) termination for convenience, (d) change of control in the managing structure of the offtaker, (e) insolvency of the offtaker, or (f) any change in the credit worthiness of the offtaker. While we would be entitled to a termination fee (typically set at the terminal value of the PPA) in most cases, the termination fee might not be a sufficient substitute for the payments otherwise due under the PPAs. There can be no assurances that such appropriations will be made or timely made in any given year or that tax or other incentives will continue to be available for theensure compliance with foreign and US laws, accounting standards and our own corporate policies, we have

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purchaseimplemented financial and operational controls, created an internal audit team responsible for monitoring and ensuring compliance with our internal accounting controls, and routinely train our employees, vendors and consultants. However, having substantial foreign operations also increases the complexity and difficulty of solar energy. Indeveloping, implementing and monitoring these internal controls and procedures. If we are unable to manage these risks effectively, it could have a material adverse effect on our business, financial condition and results of operations.

We may have difficulty securing video services content from third parties desirable to our customers on terms and conditions favorable to us.

We have secured licensing agreements with numerous content providers to allow our various video services businesses to offer a wide array of popular programming to our subscribers. Typically, we make long-term commitments relating to these rights in advance even though we cannot predict the eventpopularity of the services or ratings the programming will generate. License fees may be negotiated for a PPA for one or morenumber of years and may include provisions requiring us to pay part of the fees even if we choose not to distribute such programming.

The success of our projectsvideo services operations depends on our ability to access an attractive selection of video programming from content providers on terms and pricing favorable to us. Our ability to provide movies, sports and other popular programming is terminateda major factor that attracts subscribers to our services. Our inability to provide the content desired by our subscribers on satisfactory terms or paymentsat all could result in reduced demand for, and lower revenue from, our cable operations that may not offset the typically large subscription fees that we pay for these services. In certain cases, we may not have satisfactory contracts in place with the owners of our distributed content, leading to such parties’ desire for increased renewed contractual pricing or leading to disputes with such parties including claims for copyright or other intellectual property infringement. 

The cost of obtaining programming associated with providing our video services is significant. Many of our programming contracts are not made (or not madefor multiple year terms and provide for future increases in the fees we must pay.  In addition, local over-the-air television stations are increasingly seeking substantial fees for retransmission of their stations over our cable networks. Historically, we have absorbed increased programming costs in large part through increased prices to our customers. We cannot assure that competitive and other marketplace factors will permit us to continue to pass through these costs or that we will be able to renew programming agreements on comparable or favorable terms. Also, programming in the Caribbean typically includes Latin American or Spanish programming, while our subscribers typically prefer content in English. An additional risk with respect to video services is increased competition from so-called “over the top” (“OTT”) media service providers. Additionally, more and more content providers have launched their own OTT offerings, for example Netflix, Amazon, HBO, Disney+, and others. As these and other OTT offerings gain market share, it may result in a timely manner) pursuantloss of subscribers across our businesses that offer video services because customers are more attracted to such provisions, itthese alternative offerings, or to the extent we are no longer able to offer programming that customers want either due to exclusive licensing arrangements or prohibitive rising costs. To the extent that we are unable to reach acceptable agreements with programmers or obtain desired content, we may be forced to remove programming from our line-up, which could result in a loss of customers and materially and adversely affect our results of operations fromand financial condition.

We rely on a limited number of key suppliers and vendors for the Renewable Energy segmenttimely supply of handsets, accessories, equipment and services relating to our network or facility infrastructure. If these suppliers or vendors experience problems or favor our competitors, we could fail to obtain sufficient quantities of the products and services we require to operate our businesses successfully.

We depend on a limited number of suppliers and vendors for equipment and services relating to our handset lineup, network infrastructure, and our financial condition. We cannot provide any assurance that PPAs containing such provisions will not be terminatedback-office IT systems infrastructure. If these suppliers experience interruptions or other problems delivering these network components and other equipment on a timely basis, our subscriber or revenue growth and operating results could suffer significantly. In addition, the size of our business relative to our competitors puts us at a disadvantage in the eventterms of termination, thatwhether we will be ableget access to enter intothe newest technologies at the same time as our competitors, as well as a replacement PPA. Moreover, any replacement PPAfinancial disadvantage in terms of the ability to achieve economies of scale and receive commensurate discounts that may be on terms less favorableavailable to us than the PPA that was terminated.our competitors.

 India is undergoing rapid governmental and regulatory change, which may have both short and long term material adverse impacts on our operations and ability to execute our strategic growth plans.

 The government of Prime Minister Narendra Modi in India has expressed its intention to cut down on corruption and tax avoidance wherever possible and in parallel with its anti-corruption measures, the Indian government is also looking to encourage foreign investment in India.  Some of these changes have had a significant impact on our operations in India in the short-term.  For instance, India is currently a predominately cash economy, with millions of people having no bank accounts and transacting solely in cash.  On November 8, 2016, the Indian government removed the 500 (approximately equal to $7.60 at the time) and 1,000 rupee notes from circulation and replaced them with new 2,000 rupee notes.  This step was taken to remove money from the black market economy with a view to reducing corruption, increasing tax receipts, and moving India to a modern, non-cash economy.  While we have very limited cash transactions in India (mostly in relation to the payment of employee travel and subsistence expenses), much of the construction team employed by our sub-contractors is paid in cash, often on a daily basis.  With the removal of 500 and 1,000 rupee notes from circulation, our sub-contractors have struggled to source the cash required to pay their labor, resulting in many of the workers responsible for our ongoing solar Facility construction failing to continue to show up to the worksite. In an effort to remedy the situation, our sub-contractors have been opening bank accounts on behalf of their workers to enable them to receive their compensation electronically; however, the construction of our solar farms in India has met with substantial delays as a result.

Further, our business model in India is predicated on the availability of “open access” rules, which allow our customers to buy their electricity from us, rather than from traditional utility providers. Any major policy changes issued by the Indian government to current open access rules, or other major policy changes, particularly when implemented in such a short time frame, could impair the development or operations of our solar projects and may adversely impact our ability to construct our power project portfolio or maintain operations, once constructed.

Land title in India can be uncertain and difficult to procure, which could adversely impact the development of our solar projects.

There is no central title registry for real property in India and the documentation of land records in India has not been fully computerized. Property records in India are generally maintained at the state and district level and in local languages, and are updated manually through physical records. Therefore, property records may not be available online for inspection or may not be updated in a timely manner, may be illegible, untraceable, incomplete or inaccurate in certain respects, or may have been kept in poor condition, which may impede title investigations or our ability to rely on such property records. Furthermore, title to land in India is often fragmented, and in many cases, land may have multiple owners. Title may also suffer from irregularities, such as non-execution or non-registration of conveyance deeds and inadequate stamping, and may be subject to encumbrances that we are unaware of. As a result, potential disputes or claims over title to the land on which our power projects are or will be constructed may arise.  Any real estate issues could impair the development or operations of our solar projects and any defects in, or irregularities of, title may result in a loss of development or operating rights over the land that may adversely impact our ability to construct our power project portfolio or maintain operations, once constructed. Further, the government may exercise its rights of eminent domain, or compulsory acquisition in respect of land on which our projects are or will be located. Any of this may adversely affect our business, results of operations and cash flows in the future. For instance, in one such state a PIL (Public Interest Litigation) has been filed in the courts against the acquisition of large parcels of land by the solar power generation companies. Any such litigation may result in new regulations, adversely affecting our project construction and operation. 

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We source wireless devices for our retail wireless businesses from a small number of handset resellers and to a lesser extent, equipment manufacturers and depend on access to compelling devices at reasonable prices on primary and secondary markets for these devices, as well as timely delivery of devices to meet market demands. The inability to provide a competitive device lineup could materially impact our ability to attract new customers and retain existing customers. Moreover, as we increasingly roll out new products such as voLTE, we will increasingly rely on cooperation from our handset suppliers to ensure interoperability between devices and our network. Without close relationships with suppliers who understand the needs of our business, we may not be able to timelydelayed in deploying the handsets, accessories and effectively constructequipment that our developed solar project portfolio.customers demand. We are also reliant upon a limited number of network equipment manufacturers, including Ericsson and Nokia.

The development and construction of solar projects involve numerous risks and uncertainties and require extensive research, planning and due diligence. We have already incurred, and may continue to incur, significant costs for land and interconnection rights, regulatory approvals, preliminary engineering, permits, and legal and other expenses before we can determine whether a solar project is economically, technologically or otherwise feasible.  

Our ability to realize profits in our investment may depend greatly on our ability to achieve the following:Strategic Risks

Rapid and significant technological changes in the telecommunications industry may adversely affect us.

Our industry faces rapid and significant changes in technology that directly impact our business, including the following:

migration to new-generation services such as “5G” network technology;

introduction of new telecom delivery platforms such as next generation satellite services;

accurately identify and prioritize geographic markets for entry, both in terms of market demand and viability of solar conditions and grid connection;

evolving industry standards;

manage local operations, capital investment or component sourcing in compliance with

requirements resulting from changing regulatory requirements;regimes;

procure land at cost-effective prices

the allocation of radio frequency spectrum in which to license and on terms favorable to us;operate wireless services;

procure equipment

ongoing improvements in the capacity and negotiate favorable payment and other terms with suppliers;quality of digital technology;

obtain grid interconnection rights;

changes in end-user requirements and preferences;

successfully complete construction prior to the expiration of any procured grid interconnection rights;

convergence between video and data services;

secure reliable

development of data and enforceable EPCbroadband capabilities and O&M resources;rapidly expanding demand for those capabilities;

increased reliance on third-party cloud storage providers for data storage; and

sign PPAs or other arrangements on a long-term basis on terms that are favorable to us.

consolidation among service providers within the industry.

ConstructionFor us to keep pace with these technological changes and remain competitive, at a minimum we must continue to make significant capital expenditures to add to our networks’ capacity, coverage and technical capability. For example, we have spent considerable amounts adding higher speed and capacity mobile data services to many of our solar projectsnetworks in recent years and we think it likely that more such expenditures, including mobile and wireless data capabilities and high capacity, low latency backhaul, will be needed over the next few years.

We cannot predict the effect of technological changes on our business. Alternative or new technologies may be alsodeveloped that provide communications services superior to those available from us, which may adversely affected by circumstances outsideaffect our business. For example, to accommodate the demand from our wireless customers for next-generation advanced wireless products such as high-speed data and streaming video, we may be required to purchase additional spectrum, however, we have had difficulty finding spectrum for sale or on terms that are acceptable to us. In addition, usage of wireless voice or broadband services in excess of our control, including inclement weather, adverse geologicalexpectations could strain our capacity, cause service disruptions and environmental conditions,result in higher operating costs and capital expenditures. In each of our markets, providing more and higher speed data services through our wireless or wireline networks may require us to make substantial investments in additional telecommunications transport capacity connecting our networks to the Internet, and in some cases such capacity may not be available to us on attractive terms or at all. Failure to provide these services or to upgrade to new technologies on a failuretimely basis and at an acceptable cost, or to receivesecure any necessary regulatory approvals to roll out such new technologies on schedule or third-party delays in providing supplies and other materials. Any construction setbacks or delaysa timely basis all could have a material adverse effect on our ability to obtain,compete with carriers in our markets.

Increased competition may adversely affect growth, require increased capital expenditures, result in the loss of existing customers and decrease our revenues.

We face competition in the markets in which we operate. For example:

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In the United States, our greatest competitive risk to our wholesale wireless business is the possibility that our current roaming customers may elect to build or enhance their own networks within the rural markets in which we currently provide service, which is commonly known as “over-building.” If our roaming customers, who generally have greater financial resources and access to capital than we do, determine to over-build our network, their need for our roaming services will be significantly reduced or eliminated.

In Bermuda and the Caribbean, we compete primarily against Digicel, a large mobile telecommunications company in the Caribbean region, and other larger providers such as Liberty Latin America, a multinational telecommunications company.

Over the last decade, an increase in competition in many areas of the telecommunications industry has contributed to a decline in prices for communication services, including mobile wireless services, local and long-distance telephone service and data services. Increased competition in the industry may further decrease prices. In addition, increased competition in the telecommunications and renewable energy industries could reduce our customer base, require us to invest in new facilities and capabilities and result in reduced revenues, margins and returns.

Our International Telecom segment operates in island and other small market locations, where a limited number of providers maintain strong competition. In several of our markets, we hold a dominant position as the local incumbent carrier and perform under the PPAsin others we seekmay have a competitive advantage in our ability to procurebundle some combination of voice, data, video and wireless services.  Increased competition, whether from new entrants or increased capital investment by our competitors in their existing networks, will make it more difficult for us to attract and retain customers in our small markets, which could result in financial penalties under these agreements and/or the termination of such agreements, which could have a material adverse impact on our prospectslower revenue and results of operations in our Renewable Energy segment.

cash flow from operating activities.

We are reliant on India’s infrastructure to deliver power and any failure or technical challenges may lead to delays or other impediments that may have an adverse effect on our operations or financial condition.

India is endeavoring to install 175 GW of renewable energy capacity by March 2022, of which it is intended that 100 GWp will be solar power capacity.  New capacity additions have historically been lower than the targeted capacity. If the government fails to reach its targeted solar capacity, it will likely result in a slowdown in our growth opportunities and adversely affect our ability to achieve our long term business objectives, targets and goals. Moreover, due to the intermittent nature of most forms of renewable energy generation, significant renewable energy generation capacity on a limited area of grid infrastructure can cause technical challenges to keep the grid in balance.  Such technical issues could result in a grid company looking to turn down the export capacity of one of our solar projects for a limited or extended period, or the grid company incurring additional costs in order to manage its grid infrastructure, and looking to recharge such costs to renewable energy generators.  Such actions by a grid operator could have a material adverse impact on our prospects and results of operations in our Renewable Energy segment.

For distributing power to an offtaker, we generally rely on transmission lines and other transmission and distribution facilities that are owned and operated by the respective state governments or public entities. In absence of such transmission and distribution networks, we may engage contractors to build transmission lines and other related infrastructure. In such a case, we will be exposed to additional costs and risks associated with developing transmission lines and other related infrastructure, such as the ability to obtain right of way from land owners for the construction of our transmission lines, which may delay and increase the costs of our projects. We may not be able to secure accesstimely and effectively execute on several key initiatives across multiple jurisdictions.

Major business initiatives are underway with respect to improvement in mobile and other retail sales in all markets, digitization of internal processes to allow for quicker response time to customer requirements, modernization of existing internal processes in select markets and revising the strategy of some of our US Telecom businesses to develop additional revenue streams, including the substantial construction and support undertaking of the FirstNet project. Each of these requires significant oversight from senior management to aid in-market teams, and many of these projects are underway simultaneously in different locations. Execution on multiple simultaneous and transformational initiatives will require in depth management attention in multiple jurisdictions in order to capitalize on growth in the US Virgin Islands, economic growth in Guyana and the ongoing shift in business focus in US Telecom.

We may not be able to effectively transform the business model of our legacy US Telecom business.

Historically, a large portion of our revenue has been derived from Carrier Services revenue in our US Telecom segment. A substantial portion of this revenue was generated from three national wireless service providers in 2020, however, these amounts have declined from $74.6 million in 2019 to $72.6 in 2020. During this time period, revenues from Carrier Services have declined due to our mutual agreement with our carrier customers to lower rates in exchange for pricing certainty in longer term contracts, our customers’ decisions to overbuild our network, and the consolidation of national wireless service providers (thereby eliminating one or more former carrier customers).

As wholesale roaming revenue in our US Telecom segment has declined, we are increasingly providing network infrastructure services as part of our expanded Carrier Services, such as tower leasing and transport facilities to our carrier partners to supplement our historic revenue base, as with the FirstNet Transaction. During the construction period of the FirstNet Transaction, we will continue to receive payment from AT&T for roaming services at a fixed rate per site until such time as the cell site is transferred to AT&T. Thereafter, AT&T will cease roaming on the majority of our US network and revenue from the maintenance, leasing and transport services provided to AT&T is expected to offset such lost revenue, albeit at lower operating income margins due to the available transmissionincreased operating expenses associated with leasing and distribution networks at reasonable prices, intransport services, as compared to our wholesale mobile roaming services.

We also intend to offset declining wholesale roaming revenue with a timely manner or at all.

In some instances, we are required to distribute power to customers across long distancesmore diversified mix of revenue from our project sites. Any constraints or limited access to transmissioncarrier services, including more tower rental, backhaul and distribution networks, could curtail the transmissionmaintenance services and dispatch of the full output of our projectsgrowing enterprise broadband and we may have to suspend producing electricity during the period when electricity cannot be transmitted, thereby reducing the net power generation of our projects. Any such curtailment of our power

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projects’ output levels will reduce our electricity output and limit operational efficiencies, which in turn could have an adverse effect on our business, results of operations and cash flows.

Our ability to realize the benefits of our investment in India mayprivate network services. There can be delayed and our growth prospects depend to a significant extent on the availability of additional funding options with acceptable terms.

We require a significant amount of cash to fund the installation and construction of our projects in India and other aspects of our operations, and have planned to incur debt or acquire additional equity funding in the future to complement our investment. We may also require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue in order to remain competitive. We intend to evaluate third-party financing options, including any bank loans, equity investors, financial leases and securitization. However, we cannot guarantee that we will be successful in obtaining additional suitable sources of financing on a timely basis or at all, or on terms or at costs that are acceptable to us, which may materially adversely affect our ability to continue construction and expand our operations in India. In addition, rising interest rates could adversely impact our ability to secure financing on terms favorable to us.

We face significant competition from traditional and renewable energy companies.

We face significant competition in the markets in which we operate. Our competitors may have greater operational, financial, technical and management expertise or other resources than we do and may be able to achieve better economies of scale and lower cost of capital, allowing them to sell electricity at more competitive rates. Our local competitors are likely to be funded from Indian sources of capital, and so will not have to factor foreign currency movements into their target returns, which may also enable them to sell electricity at more competitive rates.  Our competitors may also have a more effective or established localized business presence or a greater appetite for risk (for example, in relation to equipment warranties) and greater willingness or ability to operate with little or no operating margins for sustained periods of time. Our market position depends on our financing, development and operational capabilities, reputation and track record. Any increase in competition or reduction in our competitive capabilities could have a significant adverse impact on the margins we generate from our solar projects. We cannot assureassurance, however, that we will be able to compete effectively,successfully transform our legacy US Telecom business to support additional Carrier Services product offerings or expand our retail and our failure to do so could result in an adverse effect on our business, results of operations and cash flowscommercial subscriber base in our Renewable EnergyUS Telecom segment.

Environmental, Social and Governance Risks Related If we are unable to Our Businesses

Storms and changesoffset the continued decline in meteorological conditionsour Carrier Services revenue by expanding diversifying our sources of revenue it may materially disrupt our operations.

Many of the areas in which we operate have experienced severe weather conditions over the years including hurricanes, tornadoes, blizzards, fires, damaging storms and floods. Some areas in which we operate may also be at risk of earthquakes. Such events may materially disrupt and adversely affect our business operations, such as the ongoing impacts of the Hurricanes in the US Virgin Islands in 2017, which we assessed caused damage and losses to our wireline and wireless networks of approximately $100 million in operating losses and network rebuilding costs prior to insurance and any other recovery assistance. Major hurricanes also passed directly over Bermuda in 2003, 2014 and 2016, causing major damage to our network and to the island’s infrastructure. Guyana has suffered from severe rains and flooding in the past as well.  These types of events can also cause major disruption and harm to the communities and markets we serve, which can have a material adverse effect on our business.results of operations and financial condition.

We may have difficulty funding multiple growth opportunities across our businesses.

Historically, we have funded our capital expenditures and transactional matters from a combination of cash on hand, cash from operations, and limited incurrence of debt. As discussed above, our US Telecom segment is in the midst of a business transformation, and may need significant funding as we seek to grow our private LTE and retail businesses. Similarly, we may have other opportunities to inorganically grow our businesses, such as the Alaska Transaction, and our team actively evaluates potential acquisitions, investment opportunities and other strategic transactions, both domestic and international, that have the potential for generating steady excess cash flows over extended periods of time. Any such transactions may be accomplished through the payment of cash, issuance of shares of our capital stock or incurrence of additional debt, or a combination thereof. As of December 31, 2020, we had approximately $105.0 million in cash, cash equivalents, restricted cash, and short term investments and approximately $86.9 million of long-term debt. How and when we deploy our balance sheet capacity will figure prominently in our longer-term growth prospects and stockholder returns. To support multiple simultaneous growth opportunities, we may need to raise additional capital or incur additional debt to fund our future operations or investment opportunities. We cannot be sure that these types of events will not have an impact in the future orprovide any assurances that we can procure insurance coverage against these types of severe weather events under reasonable business terms and conditions, or that any insurance coverage we arewill be able to maintain will adequately compensatesecure additional funding from public or private offerings on terms acceptable to us, for all damage and economic losses resulting from natural catastrophes.  In addition, it may take significant time to return to pre-storm levels following any such storm or meteorological event.if at all. If we are unable to restore serviceobtain the requisite amount of financing, we may have to forgo opportunities to strategically grow our business.

We are actively evaluating investment, acquisition and other strategic opportunities, which may affect our long-term growth prospects.

To date we have grown the Company through a mix of organic growth through our operating companies and inorganic growth through targeting acquisition or other business development opportunities. We actively evaluate acquisition, investment, business divestitures and combinations, and other strategic opportunities, both domestic and international, in telecommunications, energy-related and other industries, including in areas that may not be seen by the broader market as timely today, such as our planned acquisition of Alaska Communications. We may focus on opportunities that we believe have potential for long-term organic and strategic growth or that may otherwise satisfy our return and other investment criteria. Similarly, there are risks inherent in the sale of a business or assets, including the potential of a transaction’s failing to close due to last minute negotiations, regulatory issues, or other unpredictable matters that can be costly and disruptive to our operations.  There can be no assurance as to whether, when or on what terms we will be able to invest in, acquire or divest any businesses or assets to continue our historic pattern of inorganic growth or that we will be able to successfully integrate the business or realize the perceived benefits of any acquisition or strategic investment.

Risks Relating to our Alaska Transaction

We may not be able to consummate our merger with Alaska Communications on a timely basis or at all.

On December 31, 2020, we announced that we entered into the Alaska Merger Agreement to consummate the Alaska Transaction. The Alaska Transaction remains subject to customary closing terms and cost-effective basis,conditions including (i) the approval of Alaska Communications’ stockholders, (ii) the absence of certain legal impediments, and (iii) obtaining the necessary consents from the Federal Communications Commissions and the Regulatory Commission of Alaska.  Although we have received no indication that Alaska Communications stockholders or these regulatory authorities do not plan to grant the required approvals, there can be no guarantee that we will receive such approvals.  

Moreover, the board of directors of Alaska Communications may change its recommendation that stockholders approve the Alaska Transaction, and the Alaska Merger Agreement may be terminated in certain circumstances if a competing offer for an alternative transaction is made, in which case the transaction would not close and termination fees

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may be payable. Upon termination of the Alaska Merger Agreement under certain circumstances, we may be obligated to pay Alaska Communications a termination fee, including (i) a fee of $7,100,000 if we cannot consummate the Alaska Transaction due to lack of financing, or (ii) a fee of $8,800,000 if we fail to consummate the Alaska Transaction after all other conditions to closing are met.

In addition, the FCC may impose conditions on any approval, such as requiring the divestiture of certain markets and spectrum licenses. These conditions, if imposed and if sufficiently significant, may permit Alaska Communications not to consummate the transaction or may have other negative impacts on our business. 

Lawsuits have been filed against us and Alaska Communications, challenging the disclosure made to Alaska Communications stockholders in connection with the solicitation of their vote in favor of the Alaska Transaction. An adverse judgment may result in financial penalties or if any plaintiff successfully seeks to enjoin the Alaska Transaction, then the combination of our business with Alaska Communications may not be consummated at all or within the expected timeframe. If the Alaska Transaction is not consummated or is materially delayed for these or any other reason, our business and operations, and our stock price, may be adversely affected.

Our ability to finance the Alaska Transaction depends on our ability to draw upon a new credit facility.

We have secured committed financing, consisting of a combination of (i) equity financing to be provided by us and Freedom3 and (ii) debt financing to be provided by Fifth Third Bank, National Association, to acquire the shares of Alaska Communications. The equity financing and the debt financing, in the aggregate, will be sufficient for us to pay the amounts required to be paid in connection with the Alaska Transaction and the other transactions contemplated by the Alaska Merger Agreement; however, the Alaska Transaction is not subject to a financing condition. We have also entered into a limited guarantee with Alaska Communications pursuant to which we and Freedom3 will guarantee 52% and 48%, respectively, of the termination fees discussed above in connection with Alaska Communications’ termination of the Alaska Merger Agreement and certain indemnity and recovery costs, if such amounts become due and payable. Our ability to consummate the Alaska Transaction relies on the continued availability of the committed debt financing, according to the terms of our term sheet with Fifth Third Bank.

If we are able to successfully consummate the Alaska Transaction, we may have difficulties integrating its operations and its business, our business, financial condition and results of operations could be adversely affected.

The Alaska Transaction is the largest and most significant acquisition we have undertaken for a number of years. The complexities of the integration and expansion of Alaska Communications’ operations are not yet known. We have devoted and will continue to devote a significant amount of time and attention to integrating these operations with our existing operations teams. Among the challenges we face in doing so are the need to integrate a large number of new employees and integrating and aligning numerous business and work processes, including customer billing, by building and designing our own processes and the information systems necessary to track and handle those processes. If we have other difficulties with the transition process, it could harm our reputation and have a material adverse effect on our business, financial condition or results of operationsoperations.

Regulatory Risks

Changes in USF funding could have an adverse impact on our financial condition or results of operations.

Viya, our subsidiary operating video, internet, wireless and landline services in the US Virgin Islands, has historically received, through continued lossDecember 31, 2020, high-cost Universal Service Fund (“USF”) support in the US Virgin Islands of revenueapproximately $16.4 million per year. In addition, after the devastation caused by the Hurricanes in September 2017, the FCC provided approximately $15.4 million in accelerated USF support and customer attritionin fixed and mobile recovery support through August 2018. The FCC, in response to our competitors.

 The electricity producedthe damage caused by the Hurricanes and revenues generated byas part of its general USF reform, established a solar electric generation facility are highly dependent on suitable solar and associated weather conditions and our solar panels and inverters could be damaged by severe weather,Connect USVI Fund that replaced the legacy high-cost USF support for the US Virgin Islands that Viya historically has been awarded. In November 2020, the FCC announced that it was provisionally awarding the Connect USVI Fund awards for all of the US Virgin Islands to Viya’s competitor in the amount of approximately $8.6

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such as hailstormsmillion per year for a term of 10 years. Pursuant to the terms of the program, Viya’s USF spending will be reduced, upon finalization of the award, to approximately two-thirds of the legacy total amount, or tornadoes. In addition, replacement and spare parts$10.9 million for key components mayone year to approximately one-third of the legacy total amount, or $5.47 million, for the year after. Thereafter, Viya will not be difficult or costly to acquire or may be unavailable. Unfavorable weather and atmospheric conditions could reduce the output of our facilities and lead to a loss of revenue from our offtakers.eligible for high-cost USF support.

In addition, climate change, causing rising ocean temperatures

This reduction in the Atlantic Ocean, may result in the intensificationoverall amount of hurricanes over time.  If the frequency or duration of more intense hurricanes increases in the Atlantic Ocean and Caribbean Sea, the likelihood of significant damage also increases, including in locations whereUSF support we operate.  After major events such as hurricanes, which can cause significant destruction to the power grid, our ability to access sites and facilities, obtain fuel and receive sufficient fuel supplies in order to provide power for stand-by generators is often severely limited, and in many cases, is not possible for extended periods of time. Our ability to access ports in order to obtain relief and supplies for affected areas will also likely be significantly hampered for extended periods of time.

Other Risks Related to Our Businesses

Failure of network or information technology systems, including as a result of security breaches,the Connect USVI Fund proceeding relative to historical levels of high-cost USF support we have received could negatively affect our efforts to build, maintain and operate networks in the US Virgin Islands and our ability to provide services previously supported by USF funds.  Viya is currently undertaking a review and reassessment of its business plan to consider the extent to which we will provide further investment or operational resources to Viya or the territory. This could have an adverse effect on our business.business, financial condition or results of operations in our International Telecom segment and there can be no assurance that any revised business plan will offset or reduce the loss of revenue, customer attrition and increased competition as a result of the cessation of high cost USF funding.

WeOur operations in Guyana are highly dependentsubject to significant political and regulatory risk.

Since 1991, pursuant to an agreement with the Government of Guyana, GTT has operated in Guyana pursuant to a license from the Government of Guyana to be the exclusive provider of domestic Fixed and international voice and data services. That license from the Government of Guyana included an initial term ending in December 2010, which was renewable at our sole option for an additional 20-year term. In November 2009, we notified the Government of Guyana of our election to renew our exclusive license for an additional 20-year term expiring in 2030. On December 15, 2010, we received correspondence from the Government of Guyana indicating that our license had been renewed until such time that new legislation was enacted to expand competition within the sector.

On October 5, 2020, the Prime Minister of Guyana formally implemented telecommunications legislation previously passed by the Guyana Parliament in 2016 that introduces material changes to many features of Guyana’s existing telecommunications regulatory regime with the intention of creating a more competitive market. At that time, we were issued a new license to provide domestic and international voice as well as data services and mobile services in Guyana. Two of our competitors, who had previously provided fixed voice and internet services on an unlicensed basis, were issued service licenses as well. While we have requested details of our competitors’ licenses, such information technology (“IT”) systemshas not been made public by the Guyana Telecommunications Agency, and we are not yet able to ascertain whether the licenses issued to our competitors permit any competitors to provide services that have been subject to GTT’s exclusive rights contained in its 1990 license.

On October 23, 2020, the Government of Guyana also brought into effect new telecommunications regulations called for by the telecommunications legislation. The regulations include new requirements for the operation ofmarket as a whole, which impact our network, our facilities delivery of services to our customersoperations, administrative reporting and compilation of our financial results. Failure of these IT systems, through cyberattacks, breaches of security, or otherwise, may cause disruptions to our operations.services. There can be no assurance that wethese regulations will be ableeffectively implemented, or that they will be administered in a fair and transparent manner. We believe our existing, exclusive license continues to successfully prevent a material security breach stemming from future cyberattacks.  Our inability to operatebe valid unless and until such time as we enter into an alternative arrangement with the Government. Under these circumstances, however, there can be no assurance that our network, facilities and back office systems as a resultdiscussions with the Government of Guyana will resume or be concluded, or that such events, evendiscussions will satisfactorily address our contractual exclusivity rights. While we might seek damages or other compensation for a limited period of time, may result in significant expenses and impact the timely and accurate deliveryany involuntary termination of our services or other information. Other riskscontractual exclusivity rights, we cannot guarantee that may also cause interruptionswe would prevail in service or reduced capacity forany proceedings to enforce our customers include power loss, capacity limitations, software defects and breaches of security by computer viruses, break-ins or otherwise. Disruptions in our networks and the unavailability of our services or our inability to efficiently and effectively complete necessary technology or systems upgrades or conversions could lead to a loss of customers, damage to our reputation and violation of the terms of our licenses and contracts with customers. Additionally, breaches of security may lead to unauthorized access to our customer or employee information processed and stored in, and transmitted through, our IT systems. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures arising from operational and security risks, including notification under data privacy laws and regulations, and we may be subject to litigation, regulatory penalties and financial losses.  These failures could also lead to significant negative publicity, regulatory problems and litigation.rights.

Regulatory changes may impose restrictions that adversely affect us or cause us to incur significant unplanned costs in modifying our business plans or operations.

We are subject to US federal, state and local regulations and foreign government regulations, all of which are subject to change. As new laws and regulations are issued or discontinued, we may be required to materially modify our business plans or operations.  We cannot be certain that we can do so in a cost effective manner. Our operations in the United States are subject to the Communications Act.Act and the FCC’s implementing regulations, as well as regulation by state public utility commissions in certain states in which we operate. The interpretation and implementation of the various provisions of the Communications Act and the FCC rules implementing the Communications Act continue to be heavily debated and may have a material adverse effect on our business. Also, there have been indications that Congress

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may substantially revise the Telecommunications Act of 1996 and other regulations in the next few years. Further, the leadership of the FCC changed in January 2021, and the FCC may pursue new and differed regulatory priorities.

Our international operations are subject to similar regulations, the interpretation and implementation of which are also often debated, and which may have a material adverse effect on our business.  Our interpretations of our obligations may differ from those of regulatory authorities. Both federal and state regulators, as well as international regulators, require us to pay various fees and assessments, file periodic reports and comply with various rules regarding our consumer marketing practices and the contents of our bills, on an on-going basis. If we fail to comply with these requirements, we may be subject to fines or potentially be asked to show cause as to why our licenses to provide service should not be revoked.

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We may not be able to timely and effectively execute on several key shared and different initiatives across multiple jurisdictions.

Major business initiatives are underway with respect to improvement in mobile and other retail sales in all markets, digitization of internal processes to allow for quicker response time to customer requirements in the US Virgin Islands and Guyana, modernization of existing internal processes in Guyana and restructuring of US Telecom to decrease reliance on legacy wholesale revenue, including the substantial construction and support undertaking of the FirstNet project. Each of these requires significant oversight from senior management to aid in-market teams, and many of these projects are underway simultaneously in different locations. Failure to execute on multiple simultaneous and transformational initiatives will require in depth management attention in multiple jurisdictions in order to capitalize on post- hurricane restoration growth in the US Virgin Islands, economic growth in Guyana and stabilization of US Telecom post-FirstNet build.

The loss of certain licenses could adversely affect our ability to provide wireless and broadband services.

 

In the United States, wireless licenses generally are valid for ten10 years from the effective date of the license, although recently-issued 600 MHz licenses were issued for a slightly longer initial term to account for the need for broadcast television incumbents to vacate the spectrum before the new wireless licensees could construct. Licensees may renew their licenses (including renewal of 600 MHz licenses) for additional ten10 year periods by filing renewal applications with the FCC. Our 600 MHz wireless licenses all expire in 2029. Our other wireless licenses in the US expire between 20192021 and sometime after 2030. We intend to renew our licenses expiring this year, and the renewal applications are subject to FCC review and are put out for public comment to ensure that the licensees meet their licensing requirements and comply with other applicable FCC mandates. Failure to file for renewal of these licenses or failure to meet any licensing requirements could lead to a denial of the renewal application and thus adversely affect our ability to continue to provide service in that license area. Furthermore, our compliance with regulatory requirements, such as E-911 and CALEA requirements, may depend on the availability of necessary equipment or software.

 

In our international markets, telecommunications licenses are typically issued and regulated by the applicable telecommunications ministry. The application and renewal process for these licenses may be lengthy, require us to expend substantial renewal fees, and/or be subject to regulatory or legislative uncertainty, such as we are experiencing in Guyana, as described above. Failure to comply with these regulatory requirements may have an adverse effect on our licenses or operations and could result in sanctions, fines or other penalties.

Rapid and significant technological changes in the telecommunications industry may adversely affect us.

Our industry faces rapid and significant changes in technology that directly impact our business, including the following:

evolving industry standards;
requirements resulting from changing regulatory regimes;
the allocation of radio frequency spectrum in which to license and operate wireless services;
ongoing improvements in the capacity and quality of digital technology;
changes in end-user requirements and preferences;
convergence between video and data services;
development of data and broadband capabilities and rapidly expanding demand for those capabilities;
migration to new-generation services such as “5G” network technology;
introduction of new telecom delivery platforms such as next generation satellite services, including SDN and IMS services; and
consolidation among service providers within the industry.

For us to keep pace with these technological changes and remain competitive, at a minimum we must continue to make significant capital expenditures to add to our networks’ capacity, coverage and technical capability. For example, we have spent considerable amounts adding higher speed and capacity mobile data services to many of our

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networks in recent years and we think it likely that more such expenditures, including adding LTE mobile data and 5G fixed wireless access services technologies, will be needed over the next few years.

We cannot predict the effect of technological changes on our business. Alternative or new technologies may be developed that provide communications services superior to those available from us, which may adversely affect our business. For example, to accommodate the demand from our wireless customers for next-generation advanced wireless products such as high-speed data and streaming video, we may be required to purchase additional spectrum, however, we have had difficulty finding spectrum for sale or on terms that are acceptable to us. In addition, usage of wireless voice or broadband services in excess of our expectations could strain our capacity, causing service disruptions and result in higher operating costs and capital expenditures. In each of our markets, providing more and higher speed data services through our wireless or wireline networks may require us to make substantial investments in additional telecommunications transport capacity connecting our networks to the Internet, and in some cases such capacity may not be available to us on attractive terms or at all. Failure to provide these services or to upgrade to new technologies on a timely basis and at an acceptable cost could have a material adverse effect on our ability to compete with carriers in our markets.Economic Risks

 We rely on a limited number of key suppliers and vendors for the timely supply of handsets, accessories, equipment and services relating to our network or Facility infrastructure. If these suppliers or vendors experience problems or favor our competitors, we could fail to obtain sufficient quantities of the products and services we require to operate our businesses successfully.

We depend on a limited number of suppliers and vendors for equipment and services relating to our handset lineup, network infrastructure, solar equipment and our back-office IT systems infrastructure. If these suppliers experience interruptions or other problems delivering these network components and other equipment on a timely basis, our subscriber or revenue growth and operating results could suffer significantly.

We source wireless devices for our retail wireless businesses from a small number of handset resellers and to a lesser extent, equipment manufacturers and depend on access to compelling devices at reasonable prices on primary and secondary markets for these devices, as well as timely delivery of devices to meet market demands. The inability to provide a competitive device lineup could materially impact our ability to attract new customers and retain existing customers. We are also reliant upon a limited number of network equipment manufacturers, including Ericsson and Nokia and a limited number of solar equipment manufacturers, including GCL for photovoltaic modules and Satcon for inverters.

We are also dependent on the ability of our solar equipment manufacturers to fulfill the warranties on our solar equipment, which typically range from 5 to 25 years in length, in the event of equipment malfunction. If these suppliers cease operations or for some reason default on their warranties, we would have to bear the expense of repairing or replacing any faulty equipment. Our business, financial condition, results of operations and cash flows could be materially adversely affected if we cannot make claims under warranties covering our Facilities. If it becomes necessary to seek alternative suppliers and vendors, we may be unable to obtain satisfactory replacement suppliers or vendors on economically attractive terms on a timely basis.

 Changes in our relationships with our vendors, changes in tax policy or trade relations, interruptions in our supply chain or increased commodity or supply chain costs could adversely affect our results of operations.

A number of our equipment suppliers and vendors are based outside the United States, with China serving as one of our primary non-US sources for our international telecommunications and solar equipment. Because a large portion of our equipment is sourced, directly or indirectly, from outside the United States, major changes in tax policy or trade relations, such as the disallowance of tax deductions for imported products or the imposition of additional tariffs or duties on imported products, could adversely affect our business, results of operations, effective income tax rate, liquidity and net income.

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We are actively evaluating investment, acquisition and other strategic opportunities, which may affect our long-term growth prospects.

We actively evaluate acquisition, investment, business divestitures and combinations, and other strategic opportunities, both domestic and international, in telecommunications, energy-related and other industries, including in areas that may not be seen by the broader market as timely today. We may focus on opportunities that we believe have potential for long-term organic and strategic growth or that may otherwise satisfy our return and other investment criteria. Any acquisition or investment that we might make outside of the telecommunications or solar industries would pose the risk inherent in our entering into a new, unrelated business, including the ability of our holding company management team to effectively oversee the management team of such operations. Similarly, there are risks inherent in the sale of a business or assets, including the potential of a transaction’s failing to close due to last minute negotiations, regulatory issues, or other unpredictable matters that can be costly and disruptive to our operations.  There can be no assurance as to whether, when or on what terms we will be able to invest in, acquire or divest any businesses or assets or that we will be able to successfully integrate the business or realize the perceived benefits of any acquisition or strategic investment. Any such transactions may be accomplished through the payment of cash, issuance of shares of our capital stock or incurrence of additional debt, or a combination thereof. As of December 31, 2019, we had approximately $162.8 million in cash, cash equivalents, restricted cash, and short term investments and approximately $86.4 million of long-term debt. How and when we deploy our balance sheet capacity will figure prominently in our longer-term growth prospects and stockholder returns.

 Increased competition may adversely affect growth, require increased capital expenditures, result in the loss of existing customers and decrease our revenues.

We face competition in the markets in which we operate. For example:

In the United States, our greatest competitive risk to our wholesale wireless business is the possibility that our current roaming customers may elect to build or enhance their own networks within the rural markets in which we currently provide service, which is commonly known as “over-building.” If our roaming customers, who generally have greater financial resources and access to capital than we do, determine to over-build our network, their need for our roaming services will be significantly reduced or eliminated.
In Bermuda and the Caribbean, we compete primarily against Digicel, a large mobile telecommunications company in the Caribbean region, and other larger providers such as Liberty Global, a multinational telecommunications company.
In our solar power business, we face competition from traditional utilities and renewable energy companies. Many of our competitors are larger with greater resources and are less dependent on third parties for the sourcing of equipment or operation and maintenance of their solar facilities.

Over the last decade, an increase in competition in many areas of the telecommunications industry has contributed to a decline in prices for communication services, including mobile wireless services, local and long-distance telephone service and data services. Increased competition in the industry may further decrease prices. In addition, increased competition in the telecommunications and renewable energy industries could reduce our customer base, require us to invest in new facilities and capabilities and result in reduced revenues, margins and returns.

Our International Telecom segment operates mainly in island locations, where a limited number of providers maintain strong competition in these small markets. In several of our markets, we hold a dominant position as the local incumbent carrier and in others we may have a competitive advantage in our ability to bundle some combination of voice, data, video and wireless services.  Increased competition, whether from new entrants or increased capital investment by our competitors in their existing networks, will make it more difficult for us to attract and retain customers in our small markets, which could result in lower revenue and cash flow from operating activities.

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General economic factors, domestically and internationally, may adversely affect our business, financial condition and results of operations.

 

General economic factors could adversely affect demand for our products and services, require a change in the services we sell or have a significant impact on our operating costs. Energy costs are historically volatile and are subject to fluctuations arising from changes in domestic and international supply and demand, labor costs, competition, market speculation, government regulations, or weather conditions. Rapid and significant changes in these and other commodity prices may affect our sales and profit margins. General economic conditions can also be affected by the outbreak of war, acts of terrorism, or other significant national or international events.events, such as the COVID-19 pandemic.

In addition, an economic downturn in the markets in which we currently operate or in the global market generally may lead to slower economic activity, increased unemployment, concerns about inflation, decreased consumer confidence and other adverse business conditions that could have an impact on our businesses. For example, among other things:

a decrease in tourism could negatively affect revenues and growth opportunities from operations in the islands and in a number of areas covered by US rural and wholesale wireless operations that serve tourist destinations; and

an increase in “bad debt,” or the amounts that we have to write off of our accounts receivable could result from our inability to collect subscription fees from our subscribers.

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In 2020 we saw a decrease in tourism in all of our tourism-dependent markets. Government imposed shutdowns and travel restrictions limited the amount of customers roaming onto our network, in addition to depressing demand for our services generally in the hospitality industry (e.g. hotels, bars, and restaurants) that is traditionally supported by the tourism industry. Further, we also started to see population flight from some of our island markets as lockdowns continued. It is unknown what the long-term economic effects of these negative impacts on the tourism industry will be, but our business operations and revenue may certainly be adversely impacted as a result.

The long-term impact, if any, that these events might have on us and our business, is uncertain.

Our operations are subject to economic, political, currency and other risks that could adversely affect our revenues or financial position.

Our operations may face adverse financial consequences and operational problems due to political or economic changes, such as changes in national or regional political or economic conditions, laws and regulations that restrict repatriation of earnings or other funds, or changes in foreign currency exchange rates. As new laws and regulations are issued or discontinued to implement an agenda set by the current US administration, we may be required to materially modify our business plans or operations.  For example, some of our markets in our International Telecom segment are cash-based economies where customers come into our stores to pay their bills in cash. Where local governments have imposed lockdowns requiring people to stay home and/or the closure of retail locations, we run the risk of not being able to collect monthly invoices as expected. Any of these changes could adversely affect our revenues or financial position.

In India in particular, our exposure to the fluctuation in the value of the rupee will have a direct impact on our ability to meet expected returns projected in US dollars or make payment on any debt denominated in US dollars. Any further currency fluctuation could have a material adverse impact on our ability to realize the returns we projected in making such investments.

 Our ability to recruit and retain experienced management and technical personnel could adversely affect our results of operations and ability to maintain internal controls.

The success of our business depends on the ability of our executive officers and the officers of our operating units to develop and execute on our business plan, and to identify and pursue new opportunities and product innovations, as well as on our ability to attract and retain these officers and other highly qualified technical and management personnel. If our executive officers and the officers of our operating units are not able to execute on our business plan, this could adversely affect our business, financial condition and results of operations.  Furthermore, we believe that there is, and will continue to be, strong competition for qualified personnel in the communications and energy industries and in our markets, and we cannot be certain that we will be able to attract and retain the personnel necessary for the development of our business. We rely heavily on local management to run our operating units.  Many of the markets in which we operate are small and remote, making it difficult to attract and retain talented and qualified managers and staff in those markets. The loss of key personnel or the failure to attract or retain personnel with the sophistication to run complicated telecommunications or solar equipment, networks and systems could have a material adverse effect on our

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business, financial condition and results of operations. We do not currently maintain “key person” life insurance on any of our key employees and none of the executives at our parent company have executed employment agreements.

In addition, cultural differences abroad and local practices of conducting business in our foreign operations may not be in line with the business practices, recordkeeping and ethics standards in the United States. In order to continue to ensure compliance with foreign and US laws, accounting standards and our own corporate policies, we have implemented financial and operational controls, created an internal audit team responsible for monitoring and ensuring compliance with our internal accounting controls, and routinely train our employees, vendors and consultants. However, having substantial foreign operations also increases the complexity and difficulty of developing, implementing and monitoring these internal controls and procedures. If we are unable to manage these risks effectively, it could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Our Capital Structure

Our debt instruments include restrictive and financial covenants that limit our operating flexibility.

The credit facilities that we and our subsidiaries maintain include certain financial and other covenants that, among other things, restrict our ability to take specific actions, even if we believe such actions are in our best interest. These include restrictions on our ability to do the following:

incur additional debt;

create liens or negative pledges with respect to our assets;

pay dividends or distributions on, or redeem or repurchase, our capital stock;

make investments, loans or advances or other forms of payments;

issue, sell or allow distributions on capital stock of specified subsidiaries;

enter into transactions with affiliates; or

merge, consolidate or sell our assets.

 

Any failure to comply with the restrictions of the credit facilities or any subsequent financing agreements may result in an event of default. Such default may allow our creditors to accelerate the repayment of the related debt and may result in the acceleration of the repayment of any other debt to which a cross-acceleration or cross-default provision applies. In addition, these creditors may be able to terminate any commitments they had made to provide us with further funds.

Other Risks

Our founder is our largest stockholder and could exert significant influence over us.

Cornelius B. Prior, Jr., our founder and the father of our Chairman and Chief Executive Officer, together with related entities, affiliates and family members (including our Chairman and Chief Executive Officer), beneficially owns approximately 26% of our outstanding Common Stock. As a result, he has the ability to exert significant influence over all matters presented to our stockholders for approval, including election and removal of our directors and change of control transactions. His interests may not always coincide with the interests of other holders of our Common Stock.

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Low trading volume of our stock may limit our stockholders’ ability to sell shares and/or result in lower sale prices.

For the three months prior to February 1, 2020,2021, the average daily trading volume of our Common Stock was approximately 61,00049,000 shares. As a result, our stockholders may have difficulty selling a large number of shares of our Common Stock in the manner or at a price that might be attainable if our Common Stock were more actively traded. In addition, the market price of our Common Stock may not be reflective of its underlying value.

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We may not pay dividends in the future.

Our stockholders may receive dividends out of legally available funds if, and when, they are declared by our Board of Directors. We have consistently paid quarterly dividends in the past, but may cease to do so or decrease the dividend amount at any time. Our credit facility sets certain limitations on our ability to pay dividends on, or repurchase, our capital stock. We may incur additional indebtedness in the future that may further restrict our ability to declare and pay dividends. We may also be restricted from paying dividends in the future due to restrictions imposed by applicable state laws, our financial condition and results of operations, capital requirements, management’s assessment of future capital needs and other factors considered by our Board of Directors.

ITEM 1B. UNRESOLVED STAFF COMMENTSCOMMENTS

None.

ITEM 2. PROPERTIESPROPERTIES

We lease approximately 21,000 square feet of office space at 500 Cummings Center, Beverly, MA 01915 for our corporate headquarters. Worldwide, we utilize the following approximate square footage of space for our operations:

    

    

    

    

    

    

    

    

International

Renewable

International

Renewable

Type of space

Telecom

US Telecom

Energy

Telecom

US Telecom

Energy

Office

 

291,072

71,215

5,720

 

287,467

94,385

2,810

Retail stores

 

27,290

23,257

 

24,182

17,011

Technical operations

 

1,930,181

115,631

 

1,941,049

130,616

All of the above locations are leased except for the office and technical space within our International Telecom segment, which we own. As of December 31, 2019,2020, we operated twelvefourteen retail stores in our US Telecom segment and nineteentwenty two retail stores in our International Telecom segment.

Our offices and technical operations are in the following locations:

    

    

    

International Telecom

US Telecom

Renewable Energy

Georgetown, Guyana

 

Little Rock, AR

 

Hyderabad, India

 

Bermuda

 

Castle Rock, CO

 

Singapore

 

US Virgin Islands

 

Atlanta, GA

 

 

Cayman Islands

Within our telecommunicationscommunications operations, we globally own 282286 towers, lease an additional 371373 towers and have five switch locations within rented locations. In addition, our renewable energy operations own 52MW65 MWp commercial solar projects at fivesix sites. We consider our owned and leased properties to be suitable and adequate for our business operations.

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ITEM 3. LEGAL PROCEEDINGSPROCEEDINGS

Our Guyana subsidiary, Guyana Telephone & Telegraph, Ltd. (“GTT”)GTT holds an exclusive license to provide domestic fixedFixed services and international voice and data services in Guyana. The license, whose initial term of twenty years expired at the end of 2010, allowed for GTT at its sole option, to extend the term for an additional twenty years, until December 2030. GTT exercised its extension right, in accordance with the terms of its License and its agreement with the Government of Guyana, in November 2009.

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In 2016, On October 5, 2020, the Government Prime Minister of Guyana passed new formally implemented telecommunications legislation introducing previously passed by the Guyana Parliament in 2016 that introduces material changes to many features of Guyana’s existing telecommunications regulatory regime with the intention of introducing additional competition into Guyana’s telecommunications sector. The legislation creating a more competitive market. At that passed, however, time, we were issued a new license to provide domestic and international voice as well as data services and mobile services in Guyana. Two of our competitors were issued service licenses as well. While we have requested details of our competitors’ licenses, such information has not been made public by the Guyana Telecommunications Agency, and we are not yet able to ascertain whether the licenses issued to our competitors permit any competitors to provide services that have been implemented and does not include a provision that permits other telecommunications carriers subject to receive GTT’s exclusive rights contained in its 1990 license.

licenses automatically upon signing of

On October 23, 2020, the legislation, nor does it have the effect of terminating the Company’s exclusivelicense. Instead the legislation as passed requires the Minister of Telecommunications to conduct further proceedings and issue implementing orders to enact the various provisions of the legislation. We have met with the Government of Guyana including also brought into effect new telecommunications regulations called for by the telecommunications legislation. The regulations include new requirements for the market as recently as January 2019to discuss modifications of the Company’s exclusivity rightsa whole, which impact our operations, administrative reporting and other rights under its existing agreement and license. However, there services. There can be no assurance that those discussions these regulations will be concluded before the Government issues new licenses as contemplated by the legislation or at all,effectively implemented, or that they will satisfactorily address our contractual exclusivity rights. Although the Company believes that it would be entitled to damages or other compensation for any involuntary termination of its contractual exclusivity rights, it cannot guarantee that the Company would prevail administered in a fair and transparent manner.

proceeding to enforce its rights or that its actions would effectively halt any unilateral action by the Government.

On May 8, 2009, Digicel filed a lawsuit in Guyana challenging the legality of GTT’s exclusive license rights under Guyana’s constitution. Digicel initially filed this lawsuit against the Attorney General of Guyana in the High Court. On May 13, 2009, GTT petitioned to intervene in the suit in order to defend against Digicel’s claims and that petition was granted onMay 18, 2009. GTT filed an answer to the charge on June 22, 2009, and the case is pending. We believe that any legal challenge to GTT’s exclusive license rights granted in 1990 is without merit, and we intend to vigorously defend against such a legal challenge.

legalchallenge.

GTT has filed several lawsuits in the High Court of Guyana asserting that Digicel is engaged in international bypass inviolationof GTT’sexclusivelicenserights, theinterconnectionagreementbetweentheparties,andthelawsof Guyana. GTT is seeking injunctive relief to stop the illegal bypass activity and punitive damages caused thereby. Digicel filed counterclaims alleging that GTT has violated the terms of the interconnection agreement and Guyana laws. These suits, filed in 2010 and 2012, have been consolidated with Digicel’s constitutional challenge described above. above, which is Prior to the imposition of COVID-19 related travel and business restrictions in Guyana, the consolidated cases were scheduled to proceed to trial in 2020. 2020. GTT expects to resume the litigation following the lifting of COVID-19 related restrictions and intends to vigorously prosecute these matters vigorously; however, we cannot accurately predict at this time when the consolidated suit will go to trial.matters.

GTT is also involved in several legal claims regarding its tax filings with the Guyana Revenue Authority dating back to 1991 regarding the deductibility of intercompany advisory fees as well as other tax assessments. We maintain that any liability GTT might be found to have with respect to the disputed tax assessments, totaling $44.1 million, would be offset in part by the amounts necessary to ensure that GTT’s return on investment was no less than 15% per annum for the relevant periods.

ITEM 4. MINE SAFETY DISCLOSURESDISCLOSURES

Not Applicable.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following table sets forth information regarding our executive officers as of March 2, 2020:1, 2021:

Name

    

Age

    

Position

Michael T. Prior

 

5556

 

Chairman, President, Chief Executive Officer, and Director

Justin D. Benincasa

 

5758

 

Chief Financial Officer

Brad Martin

 

4445

 

Executive Vice President, Business Operations

William F. Kreisher

57

Senior Vice President, Corporate Development

Mary Mabey

 

3839

 

Senior Vice President, General Counsel and Secretary

Executive Officers

Michael T. Prioris the chairman of the Board of Directors and has been our President and Chief Executive Officer since December 2005 and an officer of the Company since June 2003. He was elected to the Board in May 2008. Previous to joining the Company, Mr. Prior was a partner with Q Advisors LLC, a Denver based investment banking and financial advisory firm focused on the technology and telecommunications sectors. Mr. Prior began his career as a corporate attorney with Cleary Gottlieb Steen & Hamilton LLP in London and New York. He received a B.A. degree from Vassar College and a J.D. degree summa cum laude from Brooklyn Law School. Mr. Prior currently serves on the Board of Directors of the Competitive Carriers Association. In 2008, Mr. Prior was named Entrepreneur of the Year for the New England Region by Ernst & Young LLP and One of America’s Best CEOs by DeMarche Associates, Inc.

Justin D. Benincasais our Chief Financial Officer. Prior to joining us in May 2006, Mr. Benincasa was a Principal at Windover Development, LLC since 2004. From 1998 to 2004, he was Executive Vice President of Finance and Administration at American Tower Corporation, a leading wireless and broadcast communications infrastructure company, where where he managed finance and accounting, treasury, IT, tax, lease administration and property management. Prior to that, he was Vice President and Corporate Controller at American Radio Systems Corporation and held accounting and financepositions at American Cablesystems Corporation. Mr. Benincasa holds an M.B.A. degree from Bentley University and a B.A. degree from the University ofMassachusetts.

Brad Martinis our Executive Vice President, Business Operations. Prior to joining us in 2018, he previously served as Chief Operating Officer for Senet Inc., a leading "low “low power wide area"area” network (LPWAN) operator and global service provider. From 2013 through 2015, Mr. Martin served as Senior Vice President and Chief Quality Officer with Extreme Networks, a global leader in software-driven networking solutions for Enterprise and Service Provider customers. Between 2008 and 2013, Mr. Martin served as Vice President of Engineering Operations and Quality with Siemens Enterprise Communications and Enterasys Networks, delivering voice and data networking hardware and software solutions to global enterprises. Mr. Martin holds a Bachelor of Science, Mechanical Engineering from the University of Maine, is a published author and featured industry speaker.

William F. Kreisher is our Senior Vice President, Corporate Development. Prior to joining us in 2007, Mr. Kreisher was Vice President—Corporate Development at Cingular Wireless (now AT&T Mobility) since 2004. He was part of the corporate development team at Cingular since its formation and spent five years at BellSouth before that as a Director of Finance, the acting Chief Financial Officer at its broadband and video division, and as a senior manager in its mergers and acquisitions group. Mr. Kreisher is a more than twenty‑five year veteran of the telecommunications industry, having also worked with MCI Telecommunications and SITA (Equant). Mr. Kreisher holds a Masters in Business Administration from Fordham University and a Bachelor of Arts degree from the Catholic University of America.

Mary Mabey is our Senior Vice President and General Counsel. Ms. Mabey joined us in 2009 and previously served as our Deputy General Counsel. Prior to joining us, Ms. Mabey was with the law firm of Edwards Angell Palmer

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& Dodge LLP (now Locke Lord LLP) in Boston, where she advised public and private companies in domestic and international transactions on corporate and securities law matters, merger, acquisition and financing transactions, corporate governance, and other general corporate matters. Ms. Mabey received a B.A. degree from the University of Notre Dame and a J.D. degree from the University of Texas School of Law.

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PART IIII

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Common Stock, $.01 par value, is listed on the Nasdaq Global Select Market under the symbol “ATNI.” The number of holders of record of Common Stock as of March 2, 20201, 2021 was 88.95.

Issuer Purchases of Equity Securities in the Fourth Quarter of 20192020

On September 19, 2016, our Board of Directors authorized the repurchase of up to $50.0 million of our common stockCommon Stock from time to time on the open market or in privately negotiated transactions (the “2016 Repurchase Plan”). As of December 31, 2019,2020, we have $37.5$30.9 million remaining authorized to be repurchased under the 2016 Repurchase Plan.

The following table reflects the repurchases by the Company We did not repurchase any shares of itsour Common Stock during the quarter ended December 31, 2019:2020.

    

    

    

    

(d)

 

Maximum

 

Number (or

 

(c)

Approximate

 

(b)

Total Number of

Dollar Value) of

 

(a)

Average

Shares Purchased

Shares that May

 

Total Number

Price

as Part of Publicly

be Purchased

 

of Shares

Paid per

Announced Plans

Under the Plans or

 

Period

Purchased

Share

or Programs

Programs

 

October 1, 2019 — October 31, 2019

 

$

$

37,527,523

November 1, 2019 — November 30, 2019

 

$

37,527,523

December 1, 2019 — December 31, 2019

 

12,622

(1)

59.00

 

$

37,527,523

(1)Represents shares purchased on December 16, 2019 from our executive officers and other employees who tendered these shares to us to satisfy their tax withholding obligations incurred in connection with the vesting of restricted stock awards at such date. These shares were not purchased under the 2016 Repurchase Plan discussed above. The price paid per share was the closing price per share of our common stock on the Nasdaq Stock Market on the date those shares were purchased.

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Table of Contents

Stock Performance Graph

The graph below matches ATN International'sInternational’s cumulative 5-Year total shareholder return on common stockCommon Stock with the cumulative total returns of the Russell 2000 Index,index, the S&P Smallcap 600 Index,index, and the Nasdaq Telecommunications Index.index. The graph tracks the performance of a $100 investment in our common stockCommon Stock and in each index (with the reinvestment of all dividends) from 12/31/20142015 to 12/31/2019.

Graphic2020.

 

 

12/14

12/15

12/16

12/17

12/18

12/19

ATN International

100.00

117.70

122.71

85.99

112.51

88.17

Russell 2000

100.00

95.59

115.95

132.94

118.30

148.49

S&P Smallcap 600

100.00

98.03

124.06

140.48

128.56

157.85

Nasdaq Telecommunications

100.00

97.52

102.36

127.62

127.16

142.60

Graphic

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Table of Contents

 

 

12/15

12/16

12/17

12/18

12/19

12/20

ATN International

100.00

104.26

73.06

95.59

74.91

57.22

Russell 2000

100.00

121.31

139.08

123.76

155.35

186.36

S&P Smallcap 600

100.00

126.56

143.30

131.15

161.03

179.20

Nasdaq Telecommunications

100.00

112.56

135.96

125.10

158.73

192.30

The stock price performance included in this graph is not necessarily indicative of future stock price performance

40

Table of Contents

ITEM 6. SELECTED FINANCIAL DATADATA

You should read the selected financial data in conjunction with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements for the years ended December 31, 2020, 2019 2018 and 20172018 and the related Notes to those Consolidated Financial Statements included in this Report. The historical results set forth below are not necessarily indicative of the results of future operations. Period to period comparisons are also significantly affected by our significant acquisitions. See Note 6 to the Consolidated Financial Statements included in this Report for a more detailed discussion of our recent acquisitions and discontinued operations.

The selected Consolidated Income Statement data for the years ended December 31, 2020, 2019 2018 and 20172018 and the selected Consolidated Balance Sheet data as of December 31, 20192020 and 20182019 are derived from our Consolidated Financial Statements beginning on page F-1 of this Annual Report on Form 10-K. The selected Consolidated Income Statement data for the years ended December 31, 20162017 and 20152016 and the selected Consolidated Balance Sheet data as of December 31, 2018, 2017 2016 and 20152016 are derived from our Consolidated Financial Statements not included in this Annual Report on Form 10-K.

Year ended December 31, 

 

Year ended December 31, 

 

2019

2018

2017

2016

2015

 

2020

2019

2018

2017

2016

 

(In thousands, except per share data)

 

(In thousands, except per share data)

 

Income Statement Data

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

Revenue

$

438,722

$

451,207

$

481,193

$

457,003

$

355,369

$

455,444

$

438,722

$

451,207

$

481,193

$

457,003

Operating expenses

 

425,345

 

390,184

 

425,885

 

405,733

 

276,774

 

446,264

 

425,345

 

390,184

 

425,885

 

405,733

Income from operations

 

13,377

 

61,023

 

55,308

 

51,270

 

78,595

 

9,180

 

13,377

 

61,023

 

55,308

 

51,270

Other income (expense):

Interest income

 

2,263

 

1,811

 

1,613

 

1,239

 

588

 

421

 

2,263

 

1,811

 

1,613

 

1,239

Interest expense

(5,010)

(7,973)

(8,838)

(5,362)

(3,180)

(5,347)

(5,010)

(7,973)

(8,838)

(5,362)

Other, net(1)

 

(4,558)

 

(1,119)

 

(530)

 

(1,773)

 

(19,802)

 

(4,161)

 

(4,558)

 

(1,119)

 

(530)

 

(1,773)

Other income (expense), net

 

(7,305)

 

(7,281)

 

(7,755)

 

(5,896)

 

(22,394)

 

(9,087)

 

(7,305)

 

(7,281)

 

(7,755)

 

(5,896)

Income from continuing operations before income taxes

 

6,072

 

53,742

 

47,553

 

45,374

 

56,201

 

93

 

6,072

 

53,742

 

47,553

 

45,374

Income (benefit) provisions

 

4,105

 

18,870

 

(1,341)

 

21,160

 

24,137

 

801

 

4,105

 

18,870

 

(1,341)

 

21,160

Income from continuing operations

 

1,967

 

34,872

 

48,894

 

24,214

 

32,064

Income from discontinued operations, net of tax

 

 

 

 

 

1,092

Net income

 

1,967

 

34,872

 

48,894

 

24,214

 

33,156

 

(708)

 

1,967

 

34,872

 

48,894

 

24,214

Net income attributable to noncontrolling interests, net of tax

 

(12,773)

 

(15,057)

 

(17,406)

 

(12,113)

 

(16,216)

Net income attributable to non‑controlling interests, net of tax

 

(13,414)

 

(12,773)

 

(15,057)

 

(17,406)

 

(12,113)

Net income attributable to ATN International, Inc. Stockholders

$

(10,806)

$

19,815

$

31,488

$

12,101

$

16,940

$

(14,122)

$

(10,806)

$

19,815

$

31,488

$

12,101

Net income per weighted average basic share attributable to ATN International, Inc. Stockholders:

Continuing operations

(0.68)

1.24

1.95

0.75

0.99

Discontinued operations

 

 

 

 

 

0.07

Total

(0.68)

1.24

1.95

0.75

1.06

Net income per weighted average diluted share attributable to ATN International, Inc. Stockholders:

Continuing operations

(0.68)

1.24

1.94

0.75

0.98

Discontinued operations

 

 

 

 

 

0.07

Total

(0.68)

1.24

1.94

0.75

1.05

Dividends per share applicable to common stock

0.68

0.68

1.02

1.32

1.22

Basic

(0.89)

(0.68)

1.24

1.95

0.75

Diluted

(0.89)

(0.68)

1.24

1.94

0.75

Dividends per share applicable to Common Stock

0.68

0.68

0.68

1.02

1.32

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2019

2018

2017

2016

2015

 

2020

2019

2018

2017

2016

 

(In thousands)

 

(In thousands)

 

Balance Sheet Data (as of December 31,):

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

Cash, restricted cash, and short term investments

$

162,774

$

193,300

$

226,966

$

297,595

$

398,346

$

104,997

$

162,774

$

193,300

$

226,966

$

297,595

Working capital

 

109,054

 

135,116

 

181,223

 

217,264

 

384,137

 

92,137

 

109,054

 

135,116

 

181,223

 

217,264

Fixed assets, net

 

605,581

 

626,852

 

643,146

 

647,712

 

373,503

 

536,462

 

605,581

 

626,852

 

643,146

 

647,712

Total assets

 

1,130,726

 

1,107,304

 

1,205,605

 

1,198,218

 

945,004

 

1,083,711

 

1,130,726

 

1,107,304

 

1,205,605

 

1,198,218

Short‑term debt (including current portion of long‑term debt)

 

3,750

 

4,688

 

10,919

 

12,440

 

6,284

 

3,750

 

3,750

 

4,688

 

10,919

 

12,440

Long‑term debt, net

 

82,676

 

86,294

 

144,873

 

144,383

 

26,575

 

69,073

 

82,676

 

86,294

 

144,873

 

144,383

ATN International, Inc. stockholders’ equity

 

676,122

 

695,387

 

688,727

 

677,055

 

680,299

 

645,649

 

676,122

 

695,387

 

688,727

 

677,055

Statement of Cash Flow Data

(for the years ended December 31,):

Net cash provided by (used in):

Operating activities:

$

86,284

$

87,903

$

115,865

$

145,725

$

111,656

Continuing operations

$

87,903

$

115,865

$

145,725

$

111,656

$

139,079

Discontinued operations

 

 

 

 

 

158

Investing activities:

 

(70,198)

 

(88,262)

 

(87,319)

 

(172,318)

 

(296,580)

Continuing operations

 

(88,262)

 

(87,319)

 

(172,318)

 

(296,580)

 

(31,971)

Discontinued operations

 

 

 

 

 

Financing activities:

 

(73,367)

 

(29,908)

 

(55,230)

 

(42,101)

 

75,334

Continuing operations

 

(29,908)

 

(55,230)

 

(42,101)

 

75,334

 

(41,438)

Discontinued operations

 

 

 

 

 

Capital expenditures

 

(72,725)

 

(185,921)

 

(142,371)

 

(124,282)

 

(64,753)

 

(75,323)

 

(72,725)

 

(185,921)

 

(142,371)

 

(124,282)

(1)During the year ended December 31, 2015, the Company recognized a loss on the deconsolidation of a subsidiary.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OverviewOverview

We arestrive to be a leading platform for the operation of, and investment in, smaller and specialty market communications services and technology companies. We have a long track record of delivering critical infrastructure-based solutions to underserved markets. Our majority-owned operating subsidiaries provide facilities-based communications services, along with related information technology solutions, in the United States, Bermuda, and the Caribbean. We also have non-controlling investments in several communications and technology companies, and we continue to consider opportunities to make controlling and minority investments in businesses that we believe have the potential for generating substantial and relatively steady cash flows over extended periods of time or have technologies or business models that might prove valuable to our main operating subsidiaries or create significant longer term growth potential for us as a whole.

At the holding company that, directlylevel, we oversee the allocation of capital within and throughamong our subsidiaries, ownsaffiliates, minority investments, and operates telecommunications businesses in North America,stockholders. We also have developed significant operational expertise and resources that we use to augment the Caribbeancapabilities of our individual operating subsidiaries. Over the past 10 years, we have built a platform of resources and Bermuda as well asexpertise to support our operating subsidiaries and to improve their quality of service, and customer acquisition, retention, and satisfaction while maintaining optimal operating efficiencies. We have a renewable energy business in India. number of shared service functions, including billing, network and engineering and customer service, and the parent company also employs personnel with specialized skills that provide greater economies of scale and expertise than would typically be available at the operating subsidiary level.

We were incorporated in Delaware in 1987, began trading publicly in 1991 and spun off more than a half of our operations to stockholders in 1998. Since We actively evaluate potential acquisitions, investment opportunities and other strategic transactions, both domestic and international, that time, we believe have engaged the potential for generating steady excess cash flows over extended periods of time. In addition, we consider non-controlling investments in many strategic acquisitions earlier stage businesses that we consider strategically relevant, and investments to help grow which may offer long-term growth potential for us, either individually, or as research and development businesses that can support our operations, using operating subsidiaries in new technology, product, and service development and offerings. We have used the cash generated from our established operating units, and any asset sales, to re-invest in our existing businesses,, to make strategic investments in additional businesses, and to return cash to our investors. We have built,provide management, technical, financial, regulatory, and seekmarketing services to maintain, resourcesour subsidiaries and typically receive a management fee equal to supporta percentage of their revenues, which is eliminated in consolidation. For further information about our financial segments and geographical information about our operating subsidiariesrevenues and assets, see Notes 1 and 15 to improve their customer acquisition, retention, and satisfaction while maintaining optimal operating efficiencies. We look for businesses that offer growth opportunities or potential strategic benefits, butrequire additional capital investment the Consolidated Financial Statements included in order to this Report.execute on their business plans. We hold controlling positions with respect to some of our investments and non- controlling positions in others. Our investments in earlier stage businessesfrequently offer a product and service development component in addition to the prospect of generating returns on our invested capital. For a discussion of the risks involved in our investment strategy, see “Risk Factors—We are actively evaluating investment, acquisition and other strategic opportunities, which may affect our long-term growth prospects.”

We Through December 31, 2020, we had identified three operating segments to manage and review our operations in three operating segmentsand to facilitate both our internal and investor presentations of our results.results. Those These three operating segments are as follows:

International Telecom. OurBusinesses contained in our international wirelesstelecom segment offer a mix of fixed data, internet and voice services include voice and data(“Fixed”) as well as retail mobility (“Mobility”) services to retail customers in Bermuda, Guyana and the US Virgin Islands. Our international wireline services include voice and data services in Bermuda, the Cayman Islands, Guyana and the US Virgin Islands, as well asIslands. We offer fixed video services in Bermuda, the Cayman Islands, and the US Virgin Islands. In addition, we offerIslands and managed information technology services (“Managed Services”) to commercialenterprise customers and provide wholesale long-distance voicein all our markets. We also offer services to other telecommunications carrierstelecom providers (“Carrier Services”), such as international long-distance, transport and access services, and roaming from such telecom providers’ customers traveling in the countries in which we offer international wireline services.our network service areas.

US Telecom. In the United States, primarily in the Southwest, we offer wireless and wireline services. We offerCarrier Services, including wholesale wireless voice and data roaming services, and leasethe leasing of critical network infrastructure such as towers and transport facilities, to national, regional, local and selected international wireless carriers in rural markets located principally in the Southwest United States.site maintenance. We also provide consumerFixed, Mobility, and Managed Services to our retail and enterprise mobilecustomers, and fixed telecommunications services in certain areas where we offer those wholesale services and wholesale long-distance wireline voiceprivate network services to telecommunications carriers.

Renewable Energy. In India, we provide distributed generation solar power to commercialenterprise customers, municipalities and industrial customers. Through November 6, 2018, we also provided distributed generation solar power in the United States in Massachusetts, California and New Jersey.other service providers.

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Renewable Energy. In India, we provided distributed generation solar power to commercial and industrial customers through January 27, 2021. Through November 6, 2018, we also provided distributed generation solar power in the United States in Massachusetts, California and New Jersey. See Sale of Renewable Energy Operations for further details.

The following chart summarizes the operating activities of our principal subsidiaries, the segments in which we reportreported our revenue and the markets we served as of December 31, 2019:2020:

Segment

   

Services

   

Markets

   

Tradenames

International Telecom

 

WirelineMobility

Bermuda, Guyana, US Virgin Islands

One, GTT+, Viya

Fixed

 

Bermuda, Cayman Islands, Guyana, US Virgin Islands

 

Fireminds,One, Logic, GTT+, One, Logic, Viya

Wireless

Bermuda, Guyana, US Virgin Islands

GTT+, One, Viya

VideoCarrier Services

Bermuda, Guyana, US Virgin Islands

One, GTT+, Viya

Managed Services

Bermuda, Cayman Islands, US Virgin Islands, Guyana

Fireminds, One, Logic, One,GTT+, Viya

US Telecom

 

WirelessMobility

 

United States (rural markets)

 

Choice, Choice NTUA Wireless, Commnet, WestNet, Geoverse

Fixed

United States

Commnet, Choice, Choice NTUA Wireless, Deploycom

Carrier Services

United States

Commnet, Essextel

 

WirelineManaged Services

 

United States

 

Essextel, Deploycom

Choice

Renewable Energy

Solar

India

Vibrant Energy

We actively evaluate potential acquisitions, investment opportunities and other strategic transactions, both domestic and international, that meet our return on investment and other criteria. In addition, we consider non-controlling investments in earlier stage businesses that we consider strategically relevant, and which may offer long-term growth potential for us, either individually, or as research and development businesses that can support our operating subsidiaries in new product and service development and offerings. We provide management, technical, financial, regulatory, and marketing services to our subsidiaries and typically receive a management fee equal to a percentage of their revenues, which is eliminated in consolidation. For further information about our financial segments and geographical information about our operating revenues and assets see Notes 1 and 17 to the Consolidated Financial Statements included in this Report.COVID-19

DispositionsIn March 2020, the World Health Organization declared a novel strain of coronavirus, now referred to as COVID-19, as a pandemic, and the virus has now spread globally to over 200 countries and territories, including the United States and other countries in which we have substantial operations. We are continuing to monitor and assess the effects of the COVID-19 pandemic on our commercial operations, the safety of our employees and their families, our sales force and customers and any potential impact on our revenue in 2021.

The preparation of the condensed consolidated financial statements requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate estimates, judgments and methodologies. We assessed certain accounting matters and estimates that generally require consideration of forecasted financial information in context with the information and estimates reasonably available to us and the unknown future impacts COVID-19 as of December 31, 2020 and through the date of this report. The accounting matters assessed included, but were not limited to, our allowance for credit losses, the carrying value of our goodwill and other long-lived assets, financial assets, valuation allowances for tax assets and revenue recognition. We assessed the impacts of COVID-19 on our consolidated financial statements as of and for the year ended December 31, 2020, in particular the impacts on lines of revenues, operating expenses as well as the deferral and savings on other operating expenses and capital expenditures. During the year ended December 31, 2020, while our International Telecom segment experienced strengthened demand for both its Mobility and Fixed services, its Carrier Services revenue declined as a result of a reduction in roaming revenue due to pandemic-related travel and stay-at-home restrictions as compared to 2019. Such restrictions also resulted in decreased Mobility and Carrier Services revenues within our US Telecom segment during the year ended December 31, 2020 as compared to the same period of 2019. However, in response to certain anticipated impacts, we were able to implement operating expense savings, particularly with respect to our International Telecom segment, that when coupled with Company-wide travel expense savings and capital expenditure deferrals, acted to offset much of the revenue loss or

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additional credit loss allowances caused by anticipated customer non-payment activity in the year. As a result, our assessment did not indicate that there was a material impact to our consolidated financial statements as of and for the year ended December 31, 2020. However, our future assessments of the impacts of COVID-19 into 2021 or our ability to realize continued operational expense savings, as well as other factors, could result in material impacts to our consolidated financial statements in future reporting periods. For example, the local economies of many of our Caribbean markets are tourism-dependent and the decline in global travel activity resulting from COVID-19 may continue to impact our revenue and cash flows for certain services in these markets as our retail and enterprise customers may be unable to pay for services, and our international roaming revenue may decline as compared to last year. The extent to which the COVID-19 pandemic ultimately impacts our business, financial condition, results of operations, cash flows, and liquidity may differ from our current estimates due to inherent uncertainties regarding the duration and further spread of the outbreak, its severity, actions taken to contain the virus or treat its impact, and how quickly and to what extent economic conditions normalize and more customary operating conditions resume.

Pending Acquisition of Alaska Communications System Group, Inc.

On August 18, 2017,December 31, 2020, we announced that we entered into an Agreement and Plan of Merger (the “Alaska Merger Agreement”) with Freedom 3 Capital, LLC (“Freedom3”) to acquire all of the shares of Alaska Communications Systems Group, Inc. (“Alaska Communications”), a publicly listed company (Nasdaq:ALSK) for approximately $340 million, including the assumption of debt (the “Alaska Transaction”). Following the closing of the Alaska Transaction, we will, through our subsidiaries, own and control approximately 51% of Alaska Communications and Freedom3, through its affiliates, will own the remaining 49%. In February 2021, the required waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976 expired, however the Alaska Transaction remains subject to customary closing terms and conditions including (i) the approval of Alaska Communications’ stockholders, (ii) the absence of certain legal impediments, and (iii) obtaining the necessary consents from the Federal Communications Commissions (“FCC”) and the Regulatory Commission of Alaska.

Sale of Renewable Energy Operations

International Solar Operations

In January 2021, we completed the sale of 67% of the Viya cable operations locatedoutstanding equity in our business that owns and operates distributed generation solar power projects operated under the British Virgin Islands.Vibrant (“Vibrant”) name in India (the “Vibrant Transaction”). The post-sale results of our ownership interest in Vibrant will be recorded through the equity method of accounting within the Corporate and Other operating segment. As such, our consolidated financial statements will no longer include revenue and operating expenses from Vibrant, but instead, “other income (expense)” within the Corporate and Other operating segment will include our 33% share of Vibrant’s profits or losses. We will continue to present the historical results of our Renewable Energy segment for comparative purposes.

On January 3, 2017, we completed the saleThe operations of the Viya cable operations located in St. Maarten.

These dispositions doVibrant did not qualify as discontinued operations because the dispositionsdisposition did not represent a strategic shift that had a major effect on our operations and financial results.

US TelecomSolar Operations

On March 8, 2017, we completed the sale of our integrated voice and data communications and wholesale transport businesses in New England and New York for consideration of $25.9 million (the “Sovernet Transaction”). The consideration included $20.9 million of cash, $3.0 million of receivables and $2.0 million of contingent consideration. The contingent consideration represented the fair value of payments related to certain operational milestones of the disposed assets. The value of the contingent consideration was up to $4.0 million based on whether or not certain operational milestones were achieved by December 31, 2017. In September 2017, based on progress toward achieving the operational milestones, and the December 31, 2017 deadline under which to do so, management determined that earning the contingent consideration was unlikely. As a result, the fair value of the contingent consideration was reduced to zero. The amount was recorded as a loss on disposition of assets within operating income during the year ended December 31, 2017. This disposition does not qualify as discontinued operations because the disposition did not represent a strategic shift that has a major effect on our operations and financial results.

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Table of Contents

Renewable Energy (US Operations)

On November 6, 2018, we completed the sale of our US Solar Operations business that owned and managed distributed generation solar power projects operated under the Ahana name in Massachusetts, California and New Jersey (the “US Solar Transaction”). The US Solar Transaction had a total value of approximately $122.6 million, which included a cash purchase price of $65.3 million and the assumption of approximately $57.3 million in debt, and is subject to certain other post-closing adjustments. Approximately $6.5 million of the purchase price was held in escrow for a period of twelve months after the closing to secure our indemnification obligations. We received the escrow in November 2019.

The operations sold in connection with the US Solar Transaction dodid not qualify as discontinued operations because the disposition doesdid not represent a strategic shift that hashad a major effect on our operations and financial results.

Platform Investments38

International Telecom

In 2017, we completed our investment in a technology solutions business based in Bermuda that provides a varietyTable of cloud-based managed services and information technology solutions for enterprise hosted software applications.Contents

US Telecom

During the second quarter of 2018, we invested in a new platform, based inthe United States, to develop in-building wireless network technology that enables building owners to capitalize on the growing demand for better indoor wireless solutions. Also during the second quarter of 2018, we provided funding for another new platform, based in the United States, seeking to “build to suit” large scale fiber networks to serve the telecommunications and content provider industries in need of lower latency long haul fiber transit services. 

FirstNet Agreement

In July 2019 and August 2020, we entered into a Network Build and Maintenance Agreement (the “FirstNet Agreement”) and First Amendment to that agreement with AT&T Mobility, LLC (“AT&T”), respectively, to build a portion of AT&T’s network for the First Responder Network Authority (“FirstNet”) as well as a commercial wireless network in or near itsour current operating area in the Southwestern United States (the “FirstNet Transaction”).  Pursuant to the FirstNet Agreement and subject to certain limitations contained therein, all cell sites must be completed and accepted within a specified period of time.  We expect to recognize construction revenue of approximately $80 million to $85 million over the next two yearsthrough 2022 that will be mainly offset by construction costs as sites are completed. Revenues from construction are expected to have minimal impact on operating income. Also pursuant to the FirstNet Agreement AT&T has the option to repay construction costs, with interest, over and eight year period.  Accordingly, we entered into a receivables credit facility with CoBank, ACB (the “Receivables Credit Facility”) in order to assist with this repayment option.  The Receivables Credit Facility provides for a senior secured delayed draw term loan in an aggregate principal amount of up to $75 million with the proceeds being used to acquire the receivables related to the construction costs. The network build portion of the FirstNet Agreement has continued during the COVID-19 pandemic but the overall timing of the build schedule has been delayed.  Subject to ongoing delays caused by COVID-19 related restrictions, we currently expect construction revenues to continue through 2022.

Following acceptance of a cell site, AT&T will own the cell site and we will assign to AT&T any third-party tower lease applicable to such cell site.  If the cell site is located on a communications tower we own, AT&T will pay us pursuant to a separate lease agreement for an initial term of eight years. In addition to building the network, we will provide ongoing equipment and site maintenance and high capacity transport to and from these cell sites for an initial term ending in 2029. 

AT&T will continue to use our wholesale domestic wirelessMobility network for roaming services at a fixed rate per site during the construction period until such time as the cell site is transferred to AT&T.  Thereafter, revenue from the maintenance, leasing and transport services provided to AT&T is expected to generally offset revenue from wholesale wirelessMobility roaming services.  We began receiving revenue from the FirstNet Transaction in the third quarter of 2019 and expect overall operating income contributions from the FirstNet Transaction to have a relatively steady impact from 2020 onwards.going forward.

45

TableSee Sources of ContentsCash below for a discussion regarding our March 26, 2020 credit agreement providing the ability to finance the assets built under the FirstNet Agreement.

Universal Service Fund

The Federal Universal Service Fund (“USF”) is a subsidy program managed by the FCC. USF funds are disbursed to telecommunication providers through four programs: the High Cost Program; Low Income Program;Program (“Lifeline Program”); Schools and Libraries Program (“E-Rate”E-Rate Program”); and Rural Health Care Support Program. We participate in the High Cost Program, Low IncomeLifeline Program, Schools and Libraries Programs,E-Rate Program, and Rural Health Care Support programsProgram as further described below. All of these funding programs are subject to certain operational and reporting compliance requirements. We believe we areThe Company believes it is in compliance with all applicable requirements.

The FCC’s Mobility Funds and Connect America Funds are administered through the High Cost Program. The High Cost Support program subsidizes telecommunications services in rural and remote areas. The FCC created the Phase I Mobility Fund (“Phase I Mobility Fund”), a one-time award meant to support wireless coverage in underserved geographic areas in the United States.

We received $21.1 million of Phase I Mobility Fund support to our wholesale wireless business (the “Mobility Funds”) to be used to expand voice and broadband networks in certain geographic areas in order to offer either 3G or 4G service. Of these funds, $7.2 million was recorded as an offset to the cost of the property, plant, and equipment associated with these projects and, consequentially, a reduction of future depreciation expense. The remaining $13.9 million received offset operating expenses from inception of the program through part of the third quarter of 2018. The Mobility Funds projects and their operating results are included within our US Telecom segment. As part of the receipt of the Mobility Funds, we committed to comply with certain additional FCC construction and other requirements. If the requirements are not met the funds may be subject to claw back provisions.  We currently expect to comply with all applicable requirements related to these funds.

During the years ended December 31, 2020, 2019 2018 and 2017,2018, we recorded $16.4 million, $16.5 $16.4 million, and $16.5 million, respectively, of revenue from High Cost Support in our International Telecom segment for ourits US Virgin Islands operations. operations under the “Viya” name. In addition, we recorded revenue of $15.5 million during the year ended December 31, 2018, from additional funding authorized by the FCC following the Hurricanes. In 2018, the FCC initiated a proceeding to reform the High Cost Program in the US Virgin Islands and Puerto Rico in which it proposed to allocate USF funding of up to $18.7 million per year (inclusive of the $16.4 million per year currently allocated to Viya) for 10 years to supplant the $16.4 million that Viya currently receives per year. While Viya applied for Connect USVI Fund support allocated for the US Virgin Islands, on November 16, 2020, the FCC announced that Viya was not the recipient of the provisional award and that the FCC had provisionally accepted a bid of approximately $8.6 million per year for a term of 10 years. Viya has challenged this decision and its challenge remains pending before the FCC. If Viya’s challenge is not granted, pursuant to the terms of the program, Viya’s USF support will be reduced, to two-thirds

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of the legacy total amount, or $10.9 million, during the first year following the finalization of the award and to one-third of the legacy total amount, or $5.5 million, during the second year. Thereafter, Viya will not receive high-cost USF support.

Also, during each year ended December 31, 2020, 2019 2018 and 2017,2018, we recorded $1.2 million of High Cost Support revenue in our US Telecom segment. We are subject to certain operational, reporting and construction requirements as a result of this funding and we believe that we are in compliance with all of these requirements. In addition, we recorded revenue of $15.5 million during the year ended December 31, 2018, from additional funding authorized by the FCC following the Hurricanes.

In August 2018, we were awarded $79.9 million over 10 years under the Connect America Fund Phase II Auction. The funding began in the second quarter of 2019 andIn connection with this award, we are required to provide fixedFixed broadband and voice services to certain eligible areas in the United States. We are also subject to operational and reporting requirements under the program and we expect to incur additional capital expenditures in order to comply with these requirements. We have determined the award is a revenue grant, and as a result we will record the funding as revenue upon receipt. WeThe Company recorded $7.6 million and $5.3 million of revenue in the yearyears ended December 31, 2020 and 2019, respectively, from the Connect America Fund Phase II program.

The E-Rate program provides discounted telecommunication access to eligible schools and libraries.  The E-Rate program awards (i) specialWe also receive construction fundinggrants to build network connectivity for eligible participants, and (ii) pays for discounted recurring charges for eligible broadband services.communities.  The special construction funding is used to reimburse construction costs and is distributed upon completion of a project.  As of December 31, 2019,2020, we were awarded approximately $15.8 million of E-Rate grantsgrants. We were awarded an additional construction grant of $1.0 million in 2020. As of December 31, 2020, we have completed our construction obligations on $10.2 million of these projects and $6.6 million of such construction obligations remain with construction completion obligationsdeadlines beginning in June 2020. September 2021. Once these projects are constructed, we are obligated to provide service to the E-Rate program participants. We receive funds upon construction completion andcompletion. During 2020, we are in various stages of constructing the networks.received $2.9 million, which was used to offset operating activities. During 2019, we received $5.4 million, of which $3.1 million was a reimbursement of capital expenditures and $2.3 million offset operating activities. We expect to meet all requirements associated with these grants.

We also receive funding to provide discounted telecommunication services to eligible customers under the E-Rate, Lifeline, and Rural Health Care Support Programs. During the years ended December 31, 2020, 2019, 2018, and 20172018, we recorded revenue of $10.0 million, $6.1 million, $8.2 million, and $10.2$8.2 million, respectively, in the aggregate from these programs.

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We are subject to certain operational and reporting requirements under the above mentioned programs and we believe that we are in compliance with all of these requirements.

Tribal Bidding CreditCARES Act

During the fourth quarter of 2020, we received $16.3 million of funding under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The funding was utilized to construct network infrastructure in our US Telecom segment. The construction was completed in the fourth quarter of 2020 and was recorded as a reduction to property, plant and equipment and subsequently will be recorded as a reduction to depreciation expense.

Tribal Bidding Credit

As part of the broadcast television spectrum incentive auction, the FCC implemented a tribal lands bidding credit to encourage deployment of wireless services utilizing 600 MHz spectrum on the lands of federally recognized tribes.  We received a bidding credit of $7.4 million under this program in 2018.  A portion of these funds will be used to offset network capital costs and a portion will be used to offset the costs of supporting thesethe networks.  Our currentWe currently estimate is that we will use $5.4$5.8 million to offset capital costs, and, consequently reducereducing future depreciation expense and $2.0$1.6 million to offset the cost of supporting the network which will reduce future operating expense.  TheseThrough December 31, 2020, we have spent $5.8 million on capital expenditures and have recorded $0.2 million in offsets to the cost of supporting the network. The credits are subject to certain requirements, including deploying service by January 2021 and meeting minimum coverage metrics.  If the requirements are not met the funds may be subject to claw back provisions.  We currently expect to comply with all applicable requirements related to these funds.

Impact40

Table of HurricanesContents

CBRS Auction

During the third quarter of 2020, we participated in the FCC’s Citizens Broadband Radio Service (CBRS) auction for Priority Access Licenses (PALs) in the 3.5 GHz spectrum band. These PALs are licensed on a county-by-county basis and are awarded for a 10-year renewable term. We were a winning bidder for PALs located strategically throughout the United States at a total cost of approximately $20.4 million. In connection with the awarded licenses, we will have to achieve certain CBRS spectrum build out obligations. We currently expect to comply with all applicable requirements related to these licenses.

Platform Investment

During the second quarter of 2018, we invested in a new platform, based inthe United States, to develop in-building wireless network technology that enables building owners to capitalize on the growing demand for better indoor wireless solutions.

RDOF

In the 2020 Rural Digital Opportunity Fund Phase I Auction (“RDOF”), pending the FCC’s conclusion of the award process, we expect to receive approximately $20.1 million over 10 years to provide broadband coverage to over 10,000 households. Once confirmed, we will be obligated to provide broadband and voice services to certain eligible areas in the United States.

Impact of Hurricanes

During September 2017, the US Virgin Islands economy, our customer base and our operations were severely impacted by Hurricanes Irma and Maria (collectively, the “Hurricanes”). Our wireless and wireline networks and commercial operations were all severely damaged by these storms and as a result of the significant damage to the wireline network and the lack of consistent commercial power in the territory, we were unable to provide most of our wireline services, which comprise the majority of our revenue in this business, from mid-September 2017 and through most of 2018. During the year ended December 31, 2017, the Company recorded a net pre-tax loss within the Company’s consolidated statement of operations of $4.0 million related to the impact of the Hurricanes.  This loss consisted of $35.4 million for the write off of damaged assets, net of insurance recoveries of $34.6 million which were received in February 2018. This loss also included $3.2 million of additional operating expenses that were specifically incurred to address the impact of the Hurricanes.

During the year ended December 31, 2018, the Company received $15.5 million in one-time additional funding from the Federal Communications Commission’s (“FCC”) Universal Service Fund (“USF”)FCC’s USF to further subsidize its operations in the US Virgin Islands thatIslands.  This amount was recorded as revenue.  This level of additional funding is not expected to continue in future periods.revenue during the year ended December 31, 2018.  

During the years ended December 31, 2019 2018 and 2017,2018, we spent $0.1 million $80.2 million and $8.6$80.2 million, respectively, for network restoration and resiliency enhancements that allowed the reconnection of a significant majority of affected US Virgin Islands households and businesses.

Presentation of Revenue

Effective January 1, 2020, we changed our presentation of revenue in the Consolidated Income Statements and in the Selected Segment Financial Information tables. This change is intended to better align our financial performance with the views of management and industry competitors, and to facilitate a more constructive dialogue with the investment community.

Specifically, the previously disclosed revenue categories of wireless and wireline revenue are being represented as Mobility, Fixed and Carrier Services revenue within our segment information and are included within communications services revenue within our Income Statements. Managed Services revenue, which was previously a component of wireline revenue, is now included in other revenue along with revenue from our Renewable Energy operations.

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Selected Segment Financial Information

The following represents selected segment information for the years ended December 31, 2020 and 2019 (in thousands):

For the Year Ended December 31, 2020

    

    

    

    

    

International

US

Renewable

Corporate and

Telecom

Telecom

Energy

Other (1)

Consolidated

Revenue

Communication Services

Mobility

$

83,136

$

9,626

$

$

$

92,762

Fixed

 

230,375

 

22,269

 

 

 

252,644

Carrier Services

7,120

79,448

86,568

Other

 

1,535

 

 

 

 

1,535

Total Communication Services Revenue

322,166

111,343

433,509

Other

Renewable Energy

4,555

4,555

Managed Services

6,467

6,467

Construction

10,913

10,913

Total Other Revenue

6,467

10,913

4,555

21,935

Total Revenue

328,633

122,256

4,555

455,444

Operating income (loss)

 

58,064

 

7,388

 

(23,749)

 

(32,523)

 

9,180

For the Year Ended December 31, 2019

    

    

    

    

    

International

US

Renewable

Corporate and

Telecom

Telecom

Energy

Other (1)

Consolidated

Revenue

Communication Services

Mobility

$

84,560

$

10,532

$

$

$

95,092

Fixed

 

224,534

 

14,211

 

 

 

238,745

Carrier Services

9,070

83,906

92,976

Other

 

1,295

 

 

 

 

1,295

Total Communication Services Revenue

319,459

108,649

428,108

Other

Renewable Energy

5,534

5,534

Managed Services

5,080

5,080

Total Other Revenue

5,080

5,534

10,614

Total Revenue

324,539

108,649

5,534

438,722

Operating income (loss)

 

46,921

8,064

(7,243)

(34,365)

13,377

(1)Reconciling items refer to corporate overhead costs and consolidating adjustments.

A year-to-date comparison of our segment results is as follows:

International Telecom.  Revenues within our International Telecom segment increased $4.1 million, or 1.3%, to $328.6 million from $324.5 million for the year ended December 31, 2020 and 2019, respectively, as a result of an increase in broadband services in many of our international telecom markets which more than offset the impact of the

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reduction in Carrier Services and Mobility services (including handset sale revenues) as a result of COVID-19 related travel and stay-at-home restrictions.

Operating expenses within our International Telecom segment decreased by $7.1 million, or 2.6%, to $270.5 million from $277.6 million for the year ended December 31, 2020 and 2019, respectively. The decrease was primarily the result of the impact of COVID-19 and other cost reduction measures which reduced roaming, advertising, contract labor and facility costs throughout all of our markets within this segment.

As a result, our International Telecom segment’s operating income increased $11.2 million, or 23.9%, to $58.1 million from $46.9 million for the year ended December 31, 2020 and 2019, respectively.

US Telecom.  Revenue within our US Telecom segment increased by $13.7 million, or 12.6%, to $122.3 million from $108.6 million for the year ended December 31, 2020 and 2019, respectively, primarily as a result of an increase in construction revenue from the FirstNet Transaction and an increase in Fixed revenues, including broadband services and funding from the Connect America Fund Phase II program.

Operating expenses within our US Telecom segment increased $14.4 million, or 14.3%, to $114.9 million from $100.5 million for the year ended December 31, 2020 and 2019, respectively, as a result of construction costs and other expenses being incurred in connection with the FirstNet Transaction partially offset by the impact of COVID-19 related travel and stay-at-home restrictions.

As a result of the above, our US Telecom segment’s operating income decreased $0.7 million, or 8.6%, to $7.4 million from $8.1 million for the year ended December 31, 2020 and 2019, respectively.

Renewable Energy.  Revenue within our Renewable Energy segment decreased $0.9 million, or 16.4%, to $4.6 million from $5.5 million for the year ended December 31, 2020 and 2019, respectively, primarily as a result of a decrease in production as a result of the impact of COVID-19.

Operating expenses within our Renewable Energy segment increased to $28.3 million from $6.2 million for the year ended December 31, 2020 and 2019 as a result of the loss recorded on the Vibrant Transaction of $21.5 million.

As a result of the above, our Renewable Energy segment’s operating loss increased to $23.7 million for the year ended December 31, 2020 as compared to a loss of $0.7 million for the year ended December 31, 2019.

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The following represents a year over year discussion and analysis of our results of operations for the years ended December 31, 2020 and 2019 (in thousands):

Year Ended

Amount of

Percent

 

December 31, 

Increase

Increase

 

2020

2019

(Decrease)

(Decrease)

 

    

REVENUE:

    

    

    

    

    

    

    

Communication services

$

433,509

$

428,108

$

5,401

 

1.3

%  

Other

 

21,935

 

10,614

 

11,321

 

106.7

Total revenue

455,444

438,722

16,722

 

3.8

OPERATING EXPENSES (excluding depreciation and amortization unless otherwise indicated):

Termination and access fees

111,763

112,943

(1,180)

 

(1.0)

Construction costs

10,616

10,616

100.0

Engineering and operations

73,350

77,649

(4,299)

 

(5.5)

Sales, marketing and customer services

37,557

38,730

(1,173)

 

(3.0)

General and administrative

101,454

100,534

920

 

0.9

Transaction-related charges

1,641

244

1,397

 

572.5

Depreciation and amortization

88,311

89,125

(814)

 

(0.9)

Goodwill impairment

3,279

(3,279)

100.0

Loss on disposition of long-lived assets

21,572

2,841

18,731

 

659.3

Total operating expenses

446,264

425,345

20,919

 

4.9

Income from operations

9,180

13,377

(4,197)

 

(31.4)

OTHER INCOME (EXPENSE):

Interest income

421

2,263

(1,842)

 

(81.4)

Interest expense

(5,347)

(5,010)

(337)

 

6.7

Other expense

(4,161)

(4,558)

397

 

(8.7)

Other expense, net

(9,087)

(7,305)

(1,782)

 

24.4

INCOME BEFORE INCOME TAXES

 

93

 

6,072

 

(5,979)

 

(98.5)

Income tax expense

 

801

 

4,105

 

(3,304)

 

(80.5)

NET INCOME

 

(708)

 

1,967

 

(2,675)

 

(136.0)

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

 

(13,414)

 

(12,773)

 

(641)

 

5.0

NET INCOME (LOSS) ATTRIBUTABLE TO ATN INTERNATIONAL, INC. STOCKHOLDERS

$

(14,122)

$

(10,806)

$

(3,316)

 

30.7

%  

Communications services

Mobility revenue. Our Mobility revenue consists of retail revenue generated within both our International Telecom and US Telecom segments by providing mobile voice and data services over our wireless networks and the sale of related equipment such as handsets and other accessories to our subscribers. Mobility revenue decreased by $2.8 million, or 2.2%, to $92.8 million for the year ended December 31, 2020 from $95.1 million for the year ended December 31, 2019. The decrease in Mobility revenue, within our segments, consisted of the following:

International Telecom. Within our International Telecom segment, Mobility revenue decreased by $1.5 million, or 1.8%, to $83.1 million for the year ended December 31, 2020 from $84.6 million for the year ended December 31, 2019. The impact of COVID-19 related travel and stay-at-home restrictions resulted in a decrease in our Mobility services as well as our equipment sales.

US Telecom. Mobility revenue within our US Telecom segment decreased by $0.9 million, or 8.6%, to $9.6 million from $10.5 million for the year ended December 31, 2020 and 2019, respectively. This decrease is related to a decrease in subscribers within our retail Mobility operations which was primarily related to the impact of COVID-19.

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We expect that Mobility revenue within both our International and US Telecom segments may continue to decline if the COVID-19 related travel restrictions continue for an extended period of time or become more severe so as to result in significant business interruptions and retail store closures.

Fixed communications revenue. Fixed communications revenue is primarily generated by internet, voice, and video service revenues provided to retail and enterprise customers over our wireline networks. Fixed revenue within our US Telecom segment also includes revenue from the Connect America Fund Phase II program award. Fixed communications revenue increased by $13.9 million, or 5.8%, to $252.6 million from $238.7 million for the year ended December 31, 2020 and 2019, respectively. The increase in Fixed communications revenue, within our segments, consisted of the following:

International Telecom. Within our International Telecom segment, Fixed communications revenue increased by $5.9 million, or 2.6%, to $230.4 million from $224.5 million, for the year ended December 31, 2020 and 2019, respectively, primarily as a result of an increase in Fixed broadband services in order to enable remote working and better connectivity during the COVID-19 pandemic. This increase was partially offset by a decrease in revenue from certain enterprise customers, such as hotels, which were impacted by the effects of COVID-19 related travel restrictions and stay-at-home restrictions.

US Telecom. Fixed communications revenue within our US Telecom segment increased by $8.1 million, or 57.0%, to $22.3 million from $14.2 million for the year ended December 31, 2020 and 2019, respectively. This increase was related to an increase in usage to support remote working and better connectivity during the COVID-19 pandemic and an increase related to the Connect America Fund Phase II program award which began during mid-2019, as well as an increase in subscribers.

We expect that Fixed revenue within our International Telecom segment may decline as a result of the response, such as long delays in the return of tourism activity, to the COVID-19 pandemic which could result in significant business interruptions that might impact our customers’ ability to pay for our services. Fixed revenue may also decline in many of our international markets as a result of a decline in video revenues due to subscribers using alternative methods to receive video content.

We expect that Fixed revenue within the US Telecom segment may also decline as a result of our customers’ inability to pay for our services if COVID-19 related travel restrictions continue for an extended period of time or become more severe. However, those declines may be partially offset by the stable nature of our federal support contracts, such as the Connect America Fund Phase II program award, which are expected to provide steady and predictable revenues.

Carrier Services revenue. Carrier Services revenue is generated by both our International Telecom and US Telecom segments. Within our International Telecom segment, Carrier Services revenue includes international long-distance services, roaming revenues generated by other carriers’ customers roaming into our retail markets, transport services and access services provided to other telecommunications carriers. Within our US Telecom segment, Carrier Services revenue includes services provided under the FirstNet Transaction, wholesale roaming revenues, the provision of network restorationswitching services, tower lease revenue and other services provided to carriers. Carrier Services revenue decreased by $6.4 million, or 6.9%, to $86.6 million from $93.0 million for the year ended December 31, 2020 and 2019, respectively. The decrease, within our segments, consisted of the following:

International Telecom. Within our International Telecom segment, Carrier Services revenue decreased by $2.0 million, or 22.0%, to $7.1 million from $9.1 million for the year ended December 31, 2020 and 2019, respectively, as a result of decreased roaming revenues within most of our International Telecom markets as a result of the travel and stay-at-home restrictions implemented in response to COVID-19.
US Telecom. Carrier Services revenue within our US Telecom segment decreased by $4.5 million, or 5.4%, to $79.4 million from $83.9 million, for the year ended December 31, 2020 and 2019, respectively, primarily as a result of the 2020 restructuring of certain carrier contracts.

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Within our International Telecom segment, we expect that Carrier Services revenue may continue to decline if COVID-19 related travel restrictions continue for an extended period of time or become more severe. Also within our International Telecom segment, we expect that Carrier Services revenue from our international long-distance business in Guyana will continue to decrease as consumers seek to use alternative technology services to place calls. In addition, such revenue may decline as the result of the implementation, by the Government of Guyana, of recently-passed legislation which terminates our right to be the exclusive provider of domestic fixed and international long-distance service in Guyana. While the loss of our exclusive rights may cause an immediate reduction inour Carrier Services revenue, the complete impact of the new legislation to our operations will not be fully known until the Government of Guyana makes the terms and conditions of licenses, issued to two of our competitors, available to us. Over the longer term, such declines may be offset by increased revenue from broadband services to consumers and enterprises in Guyana, an increase in regulated local calling rates in Guyana or possible economic growth within that country. See Note 14 to the Condensed Consolidated Financial Statements included in this report.

Within our US Telecom segment, we expect Carrier Services revenue to decrease as we progress through the construction phase of the FirstNet Transaction and from the impact of continued reduced contractual rates and imposed revenue caps. We believe that maintaining roaming and other Carrier Services favorable to our carrier customers allows us to preserve revenue for a longer period of time while creating the potential for long-lived shared infrastructure solutions for carriers in areas they may consider to be non-strategic. 

The most significant competitive factor we face within our US Telecom segment is the extent to which our carrier customers in our wholesale Mobility business choose to roam on our networks and lease our tower space and transport services or elect to build or acquire their own infrastructure in a market, reducing or eliminating their need for our services in those markets. We also face competition from other providers of such shared infrastructure solutions. In the past, we have entered into buildout projects with existing carrier customers to help these customers accelerate the buildout of a given area in exchange for the carrier’s agreement to lease us spectrum in that area and enter into a contract with specific pricing and terms. Historically, these arrangements have differed from our FirstNet Transaction and have typically included a purchase right in favor of the carrier to purchase that portion of the network for a predetermined price, depending on when the right to purchase is exercised.

Other communications services revenue. Other communications services revenue includes miscellaneous services that the operations within our International Telecom segment provide to retail subscribers. Other communications services revenue increased to $1.5 million from $1.3 million for the year ended December 31, 2020 and 2019, respectively.

Other revenue

Renewable energy revenue. Renewable energy revenue includes the generation of power through Power Purchase Agreements (“PPAs”) from our solar plants in India.  Our PPAs, which are typically priced at or below local retail electricity rates and allow our customers to secure electricity at predictable and stable prices over the duration of their long-term contracts, provide us with high-quality contracted cash flows.

Renewable energy revenue decreased by $0.9 million, or 16.4%, to $4.6 million from $5.5 million for the year ended December 31, 2020 and 2019, respectively, primarily as a result of a decreases in production due to the impact of COVID-19. 

As a result of the Vibrant Transaction, we will no longer record renewable energy revenue after recording a nominal amount in the first quarter of 2021.

Managed Services revenue. Managed Services revenue is generated primarily in our International Telecom segment and includes network, application, infrastructure, and hosting services.

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Managed Services revenue increased by $1.4 million, or 27.5%, to $6.5 million from $5.1 million for the year ended December 31, 2020 and 2019, respectively, primarily as a result of an increase in consulting and hosting services as well as equipment sales.

We expect that Managed Services revenue may continue to increase but could be negatively impacted if COVID-19 related travel restrictions continue for an extended period of time or become more severe so as to result in significant business interruptions to our customers.

Construction revenue. Construction revenue represents revenue generated within our US Telecom segment for the construction of network cell sites related to the FirstNet Agreement. During the year ended December 31, 2020, we recognized $10.9 million of construction revenue. We expect the construction phase of the FirstNet Agreement to continue through 2022.

Operating expenses

Termination and access fee expenses.  Termination and access fee expenses are charges that we incur for voice and data transport circuits (in particular, the circuits between our Mobility sites and our switches), internet capacity, video programming costs, access fees we pay to terminate our calls, telecommunication spectrum fees and direct costs associated with our Managed Services and technology business and our renewable energy operations.  Termination and access fees also include bad debt reserves and the cost of handsets and customer resale equipment incurred by our retail businesses.

Termination and access fees decreased by $1.1 million, or 1.0%, to $111.8 million from $112.9 million for the year ended December 31, 2020 and 2019, respectively. The net decrease in termination and access fees, within our segments, consisted of the following:

International Telecom. Within our International Telecom segment, termination and access fees decreased by $0.3 million, or 0.4%, to $73.4 million from $73.7 million, for the year ended December 31, 2020 and 2019, respectively. This decrease was primarily related to a decrease in the cost of retail telecommunication equipment sales as many of our retail stores were closed during much of 2020 as a result of the impact of COVID-19. The decreases were partially offset by increases in our managed information technology services business as a result of an increase in the volume and cost of its equipment sales as well as increases within our US Virgin Islands operations which incurred certain variable termination and access fees in 2020 that were not incurred during 2019 as a result of the impact of the Hurricanes.
US Telecom. Termination and access fees within our US Telecom segment increased by $0.7 million, or 1.8%, to $39.6 million from $38.9 million for the year ended December 31, 2020 and 2019, respectively. This increase was primarily a result of an increase in data transport costs in connection with the FirstNet Transaction partially offset by decreases in our wholesale long-distance voice services businesses.
Renewable Energy. Termination and access fees within our Renewable Energy segment decreased $0.2 million, or 50.0%, to $0.2 million from $0.4 million for the year ended December 31, 2020 and 2019, respectively.

We expect that termination and access fee expenses may increase within all of our segments due to an expected increase in roaming and other termination costs when the COVID-19 related travel restrictions are lifted. Within the US Telecom segment, we expect an increase in termination and access fees due to the anticipated expansion of our early stage private network business, expenses associated with our recent funding award under the CARES Act, and as a result of our performance under the FirstNet Transaction during the construction phase which is expected to continue through 2022.

Construction costs. Construction costs include the expenses incurred in connection with constructing and making the FirstNet sites available for delivery to ATT in accordance with our FirstNet Agreement. Construction costs, all of which are incurred within our US Telecom segment, were $10.6 million during the year ended December 31, 2020

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and were incurred in connection with the FirstNet Transaction. We expect the construction phase of the FirstNet Agreement to continue through 2022.

Engineering and operations expenses.Engineering and operations expenses include the expenses associated with developing, operating, upgrading and supporting our telecommunications networks and renewable energy operations, including the salaries and benefits paid to employees directly involved in the development and operation of those businesses.

Engineering and operations expenses decreased by $4.2 million, or 5.5%, to $73.4 million from $77.6 million for the year ended December 31, 2020 and 2019, respectively.  The net decrease in engineering and operations expenses, within our segments, consisted of the following:

International Telecom. Within our International Telecom segment, engineering and operations expenses decreased by $4.9 million, or 7.9%, to $57.1 million from $62.0 million, for the year ended December 31, 2020 and 2019, respectively. This decrease was recognized within all of our international markets as a result of the impact of the COVID-19 pandemic which caused a reduction in contract labor, site repairs and maintenance and travel costs.

US Telecom. Engineering and operations expenses increased within our US Telecom segment by $0.8 million, or 5.3%, to $15.8 million from $15.0 million, for the year ended December 31, 2020 and 2019, respectively, primarily in order to support the construction phase of the FirstNet Transaction and our expanding early stage private network business. This increase was partially offset by the impact of the COVID-19 pandemic which caused a reduction in contract labor, site repairs and maintenance and travel costs.

Corporate Overhead. Engineering and operations expenses within our corporate overhead decreased by $0.3 million, or 42.9%, to $0.4 million from $0.7 million for the year ended December 31, 2020 and 2019, respectively.

We expect engineering and operating expenses to continue to increase in our US Telecom segment due to the anticipated expansion of our early-stage private network business, expenses associated with our recent funding awarded under the CARES Act, and expenses incurred during the construction phase of the FirstNet Transaction which we expect to continue through 2022. We also expect that engineering and operations expenses to increase within all of our segments when COVID-19 related restrictions are lifted.

Sales and marketing expenses. Sales and marketing expenses include salaries and benefits we pay to sales personnel, customer service expenses, sales commissions and the costs associated with the development and implementation of our promotion and marketing campaigns.

Sales and marketing expenses decreased by $1.1 million, or 3.0%, to $37.6 million from $38.7 million for the year ended December 31, 2020 and 2019, respectively.  The net decrease in sales and marketing expenses, within our segments, consisted of the following:

International Telecom. Within our International Telecom segment, our sales and marketing expenses decreased by $3.0 million, or 9.1%, to $30.1 million from $33.1 million for the year ended December 31, 2020 and 2019, respectively. This decrease was incurred within all of our international markets primarily as a result of a reduction in advertising and promotions and the impact of COVID-19 restrictions.

US Telecom. Sales and marketing expenses increased within our US Telecom segment by $1.7 million, or 29.8%, to $7.4 million from $5.7 million, for the year ended December 31, 2020 and 2019, respectively, primarily as a result of increased spending in our retail business within our US Mobility operations and within our expanding early stage private network business. These increases were partially offset by the impact of COVID-19 related travel and stay-at-home restrictions.

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Within our US Telecom segment, sales and marketing expenses may increase as a result of the expansion of our early stage private network and retail businesses. We also expect sales and marketing expenses to increase in both our International and US Telecom segments when COVID-19 related travel restrictions are lifted.

General and administrative expenses.  General and administrative expenses include salaries, benefits and related costs for general corporate functions including executive management, finance and administration, legal and regulatory, facilities, information technology and human resources. General and administrative expenses also include internal costs associated with our performance of due-diligence in connection with acquisition activities.

General and administrative expenses increased by $1.0 million, or 0.9%, to $101.5 million from $100.5 million for the year ended December 31, 2020 and 2019, respectively. The net increase in general and administrative expenses, within our segments, consisted of the following:

International Telecom. General and administrative expenses increased within our International Telecom segment by $1.1 million, or 2.1%, to $53.7 million from $52.6 million, for the year ended December 31, 2020 and 2019, respectively. The increase was the result of increased expenditures in information technology to further enhance our network security partially offset by the impact of COVID-19 related restrictions which resulted in a reduction in travel and certain facility costs such as utilities.

US Telecom. General and administrative expenses increased by $0.4 million, or 2.3%, to $18.1 million from $17.7 million for the year ended December 31, 2020 and 2019, respectively, primarily as a result of an increase within our early-stage-private network business to support its expanding operations partially offset by certain cost reduction measures within our US Mobility business and the impact of COVID-19 related restrictions on travel.

Renewable Energy. General and administrative expenses within our Renewable Energy segment increased by $0.3 million, or 9.1%, to $3.6 million from $3.3 million for the year ended December 31, 2020 and 2019, respectively, as a result of the expansion of operations partially offset by the impact of COVID-19 related restrictions on travel.

Corporate Overhead. General and administrative expenses within our corporate overhead decreased by $0.8 million, or 3.0%, to $26.1 million from $26.9 million, for the year ended December 31, 2020 and 2019, respectively, primarily related to certain cost reduction measures including reduced professional fees along with the impact of COVID-19, partially offset by an increase in information technology expenditures to further enhance our network security.

Within our US Telecom segment, we expect to incur increased general and administrative expenses to support our early-stage private network operations as well as expenses associated with our recent funding awarded under the CARES Act. In addition, we expect general and administrative expenses within our International and US Telecom segments as well as our Corporate Overhead segment to increase as COVID-19 related travel restrictions are lifted and as we work to further enhance our network security.

As a result of the Vibrant Transaction, we will no longer record general and administrative expenses within our Renewable Energy segment after recording a nominal amount in the first quarter of 2021.

Transaction-related charges.  Transaction-related charges include the external costs, such as legal, tax, accounting and consulting fees directly associated with acquisition and disposition-related activities, which are expensed as incurred. Transaction-related charges do not include internal costs, such as employee salary and travel-related expenses, incurred in connection with acquisitions or dispositions or any integration-related costs.

We incurred $1.6 million and $0.2 million of transaction-related charges during the year ended December 31, 2020 and 2019, respectively. The transaction-related charges incurred during 2020 were primarily related to the Vibrant Transaction and the Alaska Transaction.

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Depreciation and amortization expenses.  Depreciation and amortization expenses represent the depreciation and amortization charges we record on our property and equipment and on certain intangible assets.

Depreciation and amortization expenses decreased by $0.8 million, or 0.9%, to $88.3 million from $89.1 million for the year ended December 31, 2020 and 2019, respectively.  The net decrease in depreciation and amortization expenses, within our segments, consisted primarily of the following:

International Telecom. Depreciation and amortization expenses increased within our International Telecom segment by $0.3 million, or 0.5%, to $56.3 million from $56.0 million, for the year ended December 31, 2020 and 2019, respectively. This increase was a result of recent upgrades and expansions to this segment’s network assets partially offset by certain assets becoming fully depreciated in recent periods.

US Telecom. Depreciation and amortization expenses increased within our US Telecom segment by $0.3 million, or 1.3%, to $23.4 million from $23.1 million, for the year ended December 31, 2020 and 2019, respectively, primarily as a result of capital expenditures within our US Mobility and early-stage private business.
Renewable Energy. Depreciation and amortization expenses within our Renewable Energy segment decreased $1.1 million, or 33.3%, to $2.2 million from $3.3 million for the year ended December 31, 2020 and 2019, respectively, as a result of certain assets becoming fully depreciated in recent periods.

Corporate Overhead. Depreciation and amortization expenses decreased within our corporate overhead by $0.3 million, or 4.5%, to $6.4 million from $6.7 million, for the year ended December 31, 2020 and 2019, respectively, primarily as a result of certain assets becoming fully depreciated in recent periods.

We expect depreciation and amortization expense to increase in our International Telecom, US Telecom and Corporate Overhead segments as we acquire tangible assets to expand or upgrade our telecommunications networks. As a result of the Vibrant Transaction, we will no longer record depreciation and amortization within our Renewable Energy segment after recording a nominal amount in the first quarter of 2021.

Goodwill impairment. During the year ended December 31, 2019, we recorded a $3.3 million goodwill impairment charge within our Renewable Energy segment. See Note 8 to the Consolidated Financial Statements in this Report.

Loss on disposition of long-lived assets.   During the year ended December 31, 2020, we recorded a loss on the disposition of long-lived assets of $21.6 million, primarily related to the Vibrant Transaction.

During the year ended December 31, 2019, we recorded a $2.8 million loss on the disposition of long-lived assets primarily in connection with certain asset disposals and partner settlement agreements within our Renewable Energy segment.

Interest income. Interest income represents interest earned on our cash, cash equivalents, restricted cash and short term investment balances.

Interest income decreased $1.9 million to $0.4 million from $2.3 million for the year ended December 31, 2020 and 2019, respectively, as a result of a reduction in the balances of our cash, cash equivalents and short-term investments as well as our return on those balances.

Interest expense.We incur interest expense on the Viya Debt and the One Communications Debt (each as defined below), as well as commitment fees, letter of credit fees and the amortization of debt issuance costs on our 2019 Credit Facility (as defined below). Beginning on March 26, 2020, we also began incurring interest expense, related to the amortization of debt issuance costs, on the Receivables Credit Facility (as defined below).

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Interest expense increased by $0.3 million, or 6.7%, to $5.3 million from $5.0 million for the year ended December 31, 2020 and December 31, 2019, respectively, primarily as a result of the amortization of debt issuance costs related to the Receivables Credit Facility partially offset by a reduction in our long-term debt.

We expect that interest expense may increase in future periods as a result of future borrowings under the Receivables Credit Facility.

Other expenses.   Other expenses represents miscellaneous non-operational income earned and expenses incurred.

For the year ended December 31, 2020, other expenses was $4.1 million which was primarily related to $3.4 million of losses related to non-controlling investments and $1.4 million relating to losses on foreign currency transactions. These expenses were partially offset by $0.6 million of income recognized on certain employee benefit plans.

For the year ended December 31, 2019, other expense was $4.6 million which was primarily related to a $4.7 million write down of a non-controlling equity investment and $1.6 million relating to a net loss on foreign currency transactions.  These expenses were partially offset by $1.0 million of income recognized on certain employee benefit plans.

We expect that the impact of foreign currency fluctuations may decline as a result of the Vibrant Transaction as we will no longer be exposed to fluctuations in the value of the Indian Rupee.

Income taxes.Our effective tax rate for the years ended December 31, 2020 and 2019 was 858.3% and 67.6%, respectively. On March 27, 2020, the U.S. federal government enacted the CARES Act. The CARES Act, among other things, allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. Our effective tax rate for the year ended December 31, 2020 was primarily impacted by the following items:  (i) a $3.1 million net benefit attributable to the remeasurement of domestic losses at a higher tax rate due to carryback provisions as provided by the CARES Act (ii) a $2.1 million net increase of unrecognized tax positions, (iii) a $1.5 million net increase for permanently non-deductible expenses, (iv) a $21.5 million loss on the sale of Vibrant with no tax benefit, and (v) the mix of income generated among the jurisdictions in which we operate along with the exclusion of losses in jurisdictions where we cannot benefit from those losses as required by ASC 740-270-30-36(a), primarily in the US Virgin Islands. 

The effective tax rate for the year ended December 31, 2019 was primarily impacted by the following items: (i) a $3.9 million net increase of unrecognized tax positions, (ii) a $3.8 million net increase for permanently non-deductible expenses, (iii) a $1.2 million deferred tax benefit related to an investment tax credit, and (iv) the mix of income generated among the jurisdictions in which we operate along with the exclusion of losses in jurisdictions where we cannot benefit from those losses as required by ASC 740-270-30-36(a), primarily in the US Virgin Islands and India.

Our effective tax rate is complete, however, whether our revenue recoversbased upon estimated income before provision for income taxes for the year, composition of the income in different countries, and adjustments, if any, in the applicable quarterly periods for potential tax consequences, benefits and/or resolutions of tax contingencies. Our consolidated tax rate will continue to pre-Hurricane levels will be impacted by population movements,any transactional or one-time items in the degreefuture and the mix of income in any given year generated among the jurisdictions in which we operate. While we believe we have adequately provided for all tax positions, amounts asserted by taxing authorities could materially differ from our accrued positions as a result of uncertain and complex applications of tax law and regulations. Additionally, the recognition and measurement of certain tax benefits include estimates and judgments by management. Accordingly, we could record additional provisions or benefits for US federal, state, and foreign tax matters in future periods as new information becomes available.

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Net income attributable to non-controlling interests, net of tax.  Net income attributable to non-controlling interests, net of tax reflected an allocation of $13.4 million and $12.8 million of income generated by our less than wholly owned subsidiaries for the year ended December 31, 2020 and 2019, respectively, an increase of $0.6 million, or 5.5%. Changes in net income attributable to non-controlling interests, net of tax, within our segments, consisted of the negative economic impactfollowing:

International Telecom. Net income attributable to non-controlling interests, net of tax decreased by $0.2 million, or 2.1%, to $9.5 million from $9.7 million for the year ended December 31, 2020 and 2019, respectively, primarily as a result of an increase in profitability at certain less than wholly owned subsidiaries offset by an increase in our ownership in those subsidiaries as well as a decrease in profitability in other less than wholly owned subsidiaries.

US Telecom. Net income attributable to non-controlling interests, net of tax increased by $1.0 million, or 32.3%, to $4.1 million from $3.1 million for the year ended December 31, 2020 and 2019, respectively, primarily as a result of increased profitability at certain less than wholly owned subsidiaries within our US Mobility retail operations.

Net loss attributable to ATN International, Inc. stockholders.  Net loss attributable to ATN International, Inc. stockholders was $14.1 million and $10.8 million for the Hurricanes onyear ended December 31, 2020 and 2019, respectively.

On a per diluted share basis, net loss was $0.89 and $0.68 per diluted share for the local economy,year ended December 31, 2020 and our subscriber base’s future appetite for wireline services.2019, respectively.

Selected Segment Financial Information

The following represents selected segment information for the years ended December 31, 2019 and 2018 (in thousands):

For the Year Ended December 31, 2019

For the Year Ended December 31, 2019

For the Year Ended December 31, 2019

    

    

    

    

    

    

    

    

    

    

International

US

Renewable

Corporate and

International

US

Renewable

Corporate and

Telecom

Telecom

Energy

Other (1)

Consolidated

Telecom

Telecom

Energy

Other (1)

Consolidated

Revenue

Wireless

$

88,054

$

105,434

$

$

$

193,488

Wireline

 

236,486

 

3,214

 

 

 

239,700

Communication Services

Mobility

$

84,560

$

10,532

$

$

$

95,092

Fixed

 

224,534

 

14,211

 

 

 

238,745

Carrier Services

9,070

83,906

92,976

Other

 

1,295

 

 

 

 

1,295

Total Communication Services Revenue

319,459

108,649

428,108

Other

Renewable Energy

5,534

5,534

5,534

5,534

Managed Services

5,080

5,080

Total Other Revenue

5,080

5,534

10,614

Total Revenue

 

324,540

 

108,648

 

5,534

 

 

438,722

324,539

108,649

5,534

438,722

Operating income (loss)

 

46,921

 

8,064

 

(7,243)

 

(34,365)

 

13,377

 

46,921

8,064

(7,243)

(34,365)

13,377

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For the Year Ended December 31, 2018

    

    

    

    

    

International

US

Renewable

Corporate and

Telecom

Telecom

Energy

Other (1)

Consolidated

Revenue

Wireless

$

89,946

$

108,878

$

$

$

198,824

Wireline

 

223,623

 

6,602

 

 

 

230,225

Renewable Energy

22,158

22,158

Total Revenue

 

313,569

 

115,480

 

22,158

 

 

451,207

Operating income (loss)

 

45,022

 

36,813

 

13,440

 

(34,252)

 

61,023

For the Year Ended December 31, 2018

    

    

    

    

    

International

US

Renewable

Corporate and

Telecom

Telecom

Energy

Other (1)

Consolidated

Revenue

Communication Services

Mobility

$

85,152

$

11,759

$

$

$

96,911

Fixed

 

213,765

 

7,860

 

 

 

221,625

Carrier Services

8,846

95,861

104,707

Other

 

2,080

 

 

 

 

2,080

Total Communication Services Revenue

309,843

115,480

425,323

Other

Renewable Energy

22,158

22,158

Managed Services

3,726

3,726

Total Other Revenue

3,726

22,158

25,884

Total Revenue

313,569

115,480

22,158

451,207

Operating income (loss)

45,022

36,813

13,440

(34,252)

61,023

(1)Reconciling items refer to corporate overhead costs and consolidating adjustments.

A year-to-date comparison of our segment results is as follows:

International Telecom.  Revenues within our International Telecom segment increased $10.9 million, or 3.5%, to $324.5 million from $313.6 million for the year ended December 31, 2019 and 2018, respectively, as a result of an increase in broadband revenues in many of our international telecom markets. TheIn addition, the year ended December 31, 2018 includes $15.5 million of non-recurring funding from the USF to help our US Virgin Islands operations recover from the impact of the Hurricanes.

Operating expenses within our International Telecom segment increased by $9.0 million, or 3.4%, to $277.6 million from $268.6 million for the year ended December 31, 2019 and 2018, respectively.  The increase was primarily the result of increased expenses in the US Virgin Islands as their operations becomebecame more normalized following the impact of the Hurricanes.

As a result, our International Telecom segment’s operating income increased $1.9 million, or 4.2%, to $46.9 million from $45.0 million for the year ended December 31, 2019 and 2018, respectively.

US Telecom.  Revenue within our US Telecom segment decreased by $6.9 million, or 6.0%, to $108.6 million from $115.5 million for the year ended December 31, 2019 and 2018, respectively.

Revenue within our wireless operationsCarrier Services revenue decreased by $3.5$12.0 million, or 3.2%12.5%, to $105.4$83.9 million from $108.9$95.9 million for the year ended December 31, 2019 and 2018, respectively. This decrease was primarily the result of the July 2018 sale of approximately 100 cell sites, which generated $4.3 million in revenue during the year ended December 31, 2018, and a reduction in wholesale traffic. These decreases were partially offset by $5.3 million in revenue recognized from the Connect America Fund II award which began in 2019.

Revenue within our wireline operations decreased $3.4Fixed communications revenue increased $6.3 million, or 51.5%79.7%, to $3.2$14.2 million from $6.6$7.9 million for the year ended December 31, 2019 and 2018, respectively, as a result of a decreaseincreased revenue from the Connect America Fund Phase II program and an increase in traffic volumes within our wholesale long-distance services.subscribers.

 

Operating expenses within our US Telecom segment increased $21.9 million, or 27.8%, to $100.6 million from $78.7 million for the year ended December 31, 2019 and 2018, respectively.  This increase in operating expenses was primarily related to the $15.2 million gain on the July 2018 sale of approximately 100 cell sites, the completion of the

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Phase I Mobility Fund support in 2018 which was recorded as a $3.5 million offset to expenses during the year ended December 31, 2018 and an increase within our in-building wirelessearly-stage private network business which began operations in mid-2018.

As a result of the above, our US Telecom segment’s operating income decreased $28.7 million, or 78.0%, to $8.1 million from $36.8 million for the year ended December 31, 2019 and 2018, respectively.

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Renewable Energy.  Revenue within our Renewable Energy segment decreased $16.7 million, or 75.2%, to $5.5 million from $22.2 million for the year ended December 31, 2019 and 2018, respectively, primarily as a result the US Solar Transaction.

Operating expenses within our Renewable Energy segment increased by $4.0 million, or 45.2%, to $12.8 million from $8.8 million for the year ended December 31, 2019 and 2018. For the year ended December 31, 2019, operating expenses within our renewable energy segment includes a $3.3 million impairment of intangibles and a $2.6 million loss on the settlement of certain partner settlement agreements. During the year ended December 31, 2018, operating expenses within our renewable energy segment included a $4.0 million loss on the settlement of certain agreements and transaction-related charges associated with the US Solar Transaction of $2.1 million. Those charges were offset by the gain on the US Solar Transaction of $12.4 million. The remaining decrease of $8.4 million was related to the US operations which were sold with the US Solar Transaction.

 

As a result of the above, our Renewable Energy segment’s operating income decreased by $20.6 million to a loss of $7.2 million compared to income of $13.4 million for the year ended December 31, 2019 and 2018, respectively.

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The following represents a year over year discussion and analysis of our results of operations for the years ended December 31, 2019 and 2018 (in thousands):

Year Ended

Amount of

Percent

 

December 31, 

Increase

Increase

 

2019

2018

(Decrease)

(Decrease)

 

    

REVENUE:

    

    

    

    

    

    

    

Wireless

$

193,488

$

198,824

$

(5,336)

 

(2.7)

%  

Wireline

 

239,700

 

230,225

 

9,475

 

4.1

Renewable Energy

5,534

22,158

(16,624)

 

(75.0)

Total revenue

438,722

451,207

(12,485)

 

(2.8)

OPERATING EXPENSES (excluding depreciation and amortization unless otherwise indicated):

Termination and access fees

112,943

114,478

(1,535)

 

(1.3)

Engineering and operations

77,649

73,031

4,618

 

6.3

Sales, marketing and customer services

38,730

35,207

3,523

 

10.0

General and administrative

100,534

104,267

(3,733)

 

(3.6)

Transaction-related charges

244

2,642

(2,398)

 

(90.8)

Restructuring charges

515

(515)

(100.0)

Depreciation and amortization

89,125

85,719

3,406

 

4.0

Goodwill impairment

3,279

3,279

100.0

(Gain) loss on disposition of long-lived assets

2,841

(26,425)

29,266

 

110.8

Loss on damaged assets and other hurricane related charges, net of insurance recovery

750

(750)

(100.0)

Total operating expenses

425,345

390,184

35,161

 

9.0

Income from operations

13,377

61,023

(47,646)

 

(78.1)

OTHER INCOME (EXPENSE):

Interest income

2,263

1,811

452

 

25.0

Interest expense

(5,010)

(7,973)

2,963

 

37.2

Other expense

(4,558)

(1,119)

(3,439)

 

(307.3)

Other income (expense), net

(7,305)

(7,281)

(24)

 

0.3

INCOME BEFORE INCOME TAXES

 

6,072

 

53,742

 

(47,670)

 

(88.7)

Income tax expense

 

4,105

 

18,870

 

(14,765)

 

(78.2)

NET INCOME

 

1,967

 

34,872

 

(32,905)

 

(94.4)

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

 

(12,773)

 

(15,057)

 

2,284

 

15.2

NET INCOME (LOSS) ATTRIBUTABLE TO ATN INTERNATIONAL, INC. STOCKHOLDERS

$

(10,806)

$

19,815

$

(30,621)

 

(154.5)

%  

    

Year Ended

    

Amount of

    

Percent

 

December 31, 

Increase

Increase

 

2019

2018

(Decrease)

(Decrease)

 

REVENUE:

Communication services

$

428,108

$

425,323

$

2,785

 

0.7

%  

Other

 

10,614

 

25,884

 

(15,270)

 

(59.0)

Total revenue

438,722

451,207

(12,485)

 

(2.8)

OPERATING EXPENSES (excluding depreciation and amortization unless otherwise indicated):

Termination and access fees

112,943

114,478

(1,535)

 

(1.3)

Engineering and operations

77,649

73,031

4,618

 

6.3

Sales and marketing

38,730

35,207

3,523

 

10.0

General and administrative

100,534

104,267

(3,733)

 

(3.6)

Transaction-related charges

244

2,642

(2,398)

 

(90.8)

Restructuring charges

515

(515)

 

(100.0)

Depreciation and amortization

89,125

85,719

3,406

 

4.0

Goodwill impairment

3,279

3,279

 

100.0

(Gain) loss on disposition of long-lived assets

2,841

(26,425)

29,266

(110.8)

Loss on damaged assets and other hurricane related charges, net of insurance recovery

750

(750)

(100.0)

Total operating expenses

425,345

390,184

35,161

 

9.0

Income from operations

13,377

61,023

(47,646)

 

(78.1)

OTHER INCOME (EXPENSE):

Interest income

2,263

1,811

452

 

25.0

Interest expense

(5,010)

(7,973)

2,963

 

(37.2)

Other expense, net

(4,558)

(1,119)

(3,439)

 

307.3

Other income and expense, net

(7,305)

(7,281)

(24)

 

0.3

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

 

6,072

 

53,742

 

(47,670)

 

(88.7)

Income tax provisions (benefit)

 

4,105

 

18,870

 

(14,765)

 

(78.2)

NET INCOME

 

1,967

 

34,872

 

(32,905)

 

(94.4)

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

 

(12,773)

 

(15,057)

 

2,284

 

(15.2)

NET INCOME ATTRIBUTABLE TO ATN INTERNATIONAL, INC. STOCKHOLDERS

$

(10,806)

$

19,815

$

(30,621)

 

(154.5)

%  

Communications services

WirelessMobility revenue. Our wireless revenue consists of wholesale revenue generated within our US Telecom segment and retail revenue generated within both our US Telecom and International Telecom segments. Within our International Telecom segment, wireless revenue is generated in Bermuda and the Caribbean (including the US Virgin Islands).

Wholesale wireless revenue. Our US Telecom segment generates wholesale wireless revenue from providing mobile voice and data services to the customers of other wireless carriers, the provision of network switching services and certain transport services using our wireless networks. Wholesale wireless revenue is primarily driven by the number of sites and base stations we operate, the amount of voice and data traffic from the subscribers of other carriers that each of these sites generates and the rates we are paid from our carrier customers for carrying that traffic. Wholesale wireless revenue also includes tower lease income.

The most significant competitive factor we face in our US Telecom’s wholesale wireless business is the extent to which our carrier customers choose to roam on our networks and lease tower space and transport (“backhaul”)

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services or elect to build or acquire their own infrastructure in a market, reducing or eliminating their need for our services in those markets. We also face competition from other providers of such shared infrastructure solutions. In the past, we have entered into buildout projects with existing carrier customers to help these customers accelerate the buildout of a given area. Pursuant to these arrangements, we agree to incur the cost of building and operating a network in a newly designated area meeting specified conditions. In exchange, the carrier agrees to lease us spectrum in that area and enter into a contract with specific pricing and terms. Historically, these arrangements have differed from our FirstNet Transaction and have typically included a purchase right in favor of the carrier to purchase that portion of the network for a predetermined price, depending on when the right to purchase is exercised.

Retail wireless revenue. Both our US Telecom and International Telecom segments generate retail wireless revenues by providing mobile voice and data services to our subscribers. Retail wireless revenues also include roaming revenues generated by other carriers’ customers roaming into our retail markets, handset and data modem sales and real estate rental income. Beginning in 2019, retail wireless revenue also includes revenue from the Connect America Fund II award.

WirelessMobility revenue decreased by $5.3$1.8 million, or 2.7%1.9%, to $193.5$95.1 million for the year ended December 31, 2019 from $198.8$96.9 million for the year ended December 31, 2018. The net decrease in wirelessMobility revenue, within our segments, consisted of the following:

International Telecom. Within our International Telecom segment, wirelessMobility revenue decreased by $1.8$0.6 million, or 2.0%0.7%, to $88.1$84.6 million for the yearyear ended December 31, 2019 from $89.9$85.2 million for the year ended December 31, 2018. ThisThe decrease was primarily related tothe result of a decrease in roaming rates and revenuesubscribers within the US Virgin Islands as a resultsome of fewer customers fromour international markets partially offset by an increase in subscribers within other carriers roaming on our network in 2019 as compared to 2018.markets.

US Telecom. WirelessMobility revenue within our US Telecom segment decreased by $3.5$1.3 million, or 3.2%11.0%, to $105.4$10.5 million from $108.9 million for the year ended December 31, 2019 and 2018, respectively. This decrease was attributable to a decline in revenues in our wholesale wireless operations of $8.7 million, or 9.6%, to $82.1 million from $90.8$11.8 million for the year ended December 31, 2019 and 2018, respectively. Of thisThis decrease in wholesale wireless revenue, $4.3 million was related to the July 2018 sale of 100 cell sites while the remaining $4.4 million of this decrease was the result of a reduction in wholesale traffic.

Revenue from our retail wireless operations increased by $5.3 million, or 29.3%, to $23.4 million from $18.1 million. This increase was the result of the recognition of $5.3 million in revenue from the Connect America Fund II award which began in 2019.

We expect wireless revenues within our International Telecom segment to increase as we continue to invest in upgrading our networks and service offerings. Growth in revenue from anticipated subscriber growth in certain markets, however, may be partially offset by a decline in roaming revenues due to lower negotiated roaming rates received from our carrier customers. Roaming revenues in these markets are also subject to seasonality and can fluctuate between quarters.

We expect that wholesale wireless revenue within our US Telecom segment will increase over the next year during the construction phase of the FirstNet Transaction and then stabilize at lower levels as a result of continued reduced contractual rates and imposed revenue caps.

We expect that retail wireless revenue within our US Telecom segment will increase in future years as a result of the Connect America Fund II award.

We believe that maintaining roaming and other wireless services favorable to our carrier customers allows us to preserve revenue for a longer period of time while creating the potential for long-lived shared infrastructure solutions for carriers in areas they may consider to be non-strategic. 

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primarily related to a decrease in enterprise revenue and a reduction in subscribers within some of our US retail markets.

WirelineFixed communications revenue. WirelineFixed revenue is generated by our US Telecom and International Telecom segments. Withinwithin our US Telecom segment wirelinealso includes revenue is generated by our wholesale long-distance voice services to telecommunications carriers. Within our International Telecom segment, wireline revenue is generated in Bermuda andfrom the Caribbean (including the US Virgin Islands) and includes internet, voice, and video service revenues as well as revenues from our new managed services and technology business.

WirelineConnect America Fund Phase II program award. Fixed communications revenue increased by $9.5$17.1 million, or 4.1%7.7%, to $239.7$238.7 million from $230.2$221.6 million for the year ended December 31, 2019 and 2018, respectively. The net increase in wirelineFixed communications revenue, within our segments, consisted of the following:

International Telecom. Within our International Telecom segment, wirelineFixed communications revenue increased by $12.9$10.7 million, or 5.8%5.0%, to $236.5$224.5 million from $223.6$213.8 million, for the year ended December 31, 2019 and 2018, respectively, primarily as a result of an increase in broadband revenues in many of our international telecom markets partially offset by $15.5 million of additional non-recurring funding from the USF, received during the year ended December 31, 2018, to help our US Virgin IslandIslands operations recover from the impact of the Hurricanes.

US Telecom. WirelineFixed communications revenue within our US Telecom segment decreased $3.4increased by $6.3 million, or 51.5%79.7%, to $3.2$14.2 million from $6.6$7.9 million for the year ended December 31, 2019 and 2018, respectively. This increase was related to an increase related to the Connect America Fund Phase II program award which began during mid-2019 and an increase in subscribers.

Carrier Services revenue. Within our US Telecom segment, Carrier Services revenue includes services provided under the FirstNet Transaction, wholesale roaming revenues, the provision of network switching services, tower lease revenue and other services provided to carriers. Carrier Services revenue decreased by $11.7 million, or 11.2%, to $93.0 million from $104.7 million for the year ended December 31, 2019 and 2018, respectively. The decrease, within our segments, consisted of the following:

International Telecom. Within our International Telecom segment, Carrier Services revenue increased by $0.3 million, or 3.4%, to $9.1 million from $8.8 million for the year ended December 31, 2019 and 2018, respectively, primarily as a result of a decrease in roaming rates and traffic volumesas a result of fewer customers from other carriers roaming on our network in 2019 as compared to 2018.
US Telecom. Carrier Services revenue within our US Telecom segment decreased by $12.0 million, or 12.5%, to $83.9 million from $95.9 million, for the year ended December 31, 2019 and 2018, respectively, primarily as a result of a decrease in wholesale long-distance services.traffic and the July 2018 sale of 100 cell sites.

WithinOther communications services revenue. Other communications services revenue includes miscellaneous services that our operations within our International Telecom segment we anticipate that wirelineprovide to retail subscribers. Other communications services revenue may increase as our operations withinincreased to $1.3 million from $2.1 million for the US Virgin Islands become more normalized following the impact of the Hurricanes. However, returning revenues to levels reported prior to the Hurricanes will take longer, or may never occur, as a result of population movements. In all of our international markets we may incur a decline in video revenues as a result of subscribers using alternative methods to receive video content. We anticipate that wirelineyear ended December 31, 2019 and 2018, respectively.

Other revenue from our international long-distance business in Guyana will continue to decrease as consumers seek to use alternative technology services to place calls, as well as a result of the loss of market share should we cease to be the exclusive provider of domestic fixed and international long-distance service in Guyana, whether by reason of the Government of Guyana implementing recently-passed legislation or new regulations or the lack of enforcement of our exclusive rights. While the loss of our exclusive rights will likely cause an immediate reduction inour wireline revenue, over the longer term such declines may be offset by increased revenue from broadband services to consumers and enterprises in Guyana, an increase in regulated local calling rates in Guyana or possible economic growth within that country. We currently cannot predict when or if the Government of Guyana will take any action to implement such legislation or any other action that would otherwise affect our exclusive rights in Guyana. See Note 15 to the Consolidated Financial Statements included in this Report.

Renewable energy revenue. For 2019, renewable energy revenue includes the generation of power through Power Purchase Agreements (“PPAs”) from our solar plants in India.  Our PPAs, which are typically priced at or below local retail electricity rates and allow our customers to secure electricity at predictable and stable prices over the duration of their long-term contract, provide us with high-quality contracted cash flows. In the United States, and until the sale of those operations on November 6, 2018, renewable energy revenue represented revenue from the sale of electricity through PPAs and the sale of solar renewable energy credits.  During the year ended December 31, 2018, our renewable energy operations within the United States generated $16.8 million of revenue.

Renewable energy revenue decreased by $16.6$16.7 million, or 75.0%, to $5.5 million from $22.2 million for the year ended December 31, 2019 and 2018, respectively, primarily as a result of the impact of the US Solar Transaction.

We believe that our renewable energyManaged Services revenue. Managed Services revenue may exhibit moderate growthincreased by $1.4 million, or 37.8%, to $5.1 million from $3.7 million for the year ended December 31, 2019 and 2018, respectively, primarily as additional solar plantsa result of an increase in India become operational.consulting services and equipment sales.

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Operating expenses

Termination and access fee expenses.  Termination and access fee expenses are charges that we incur for voice and data transport circuits (in particular, the circuits between our wireless sites and our switches), internet capacity, video programming costs, other access fees we pay to terminate our calls, telecommunication spectrum fees and direct costs associated with our managed services and technology business and renewable energy

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operations.  Termination and access fees also include the cost of handsets and customer resale equipment incurred by our retail businesses.

Termination and access fees decreased by $1.5$1.6 million, or 1.3%, to $112.9 million from $114.5 million for the year ended December 31, 2019 and 2018, respectively. The net decrease in termination and access fees, within our segments, consisted of the following:

International Telecom. Within our International Telecom segment, termination and access fees decreased by $0.3 million, or 0.4%, to $73.7 million from $74.0 million, for the year ended December 31, 2019 and 2018, respectively. Our US Virgin Islands operations incurred an increase in programming and other variable costs of $2.6 million that were not incurred during 2018 as a result of the impact of the Hurricanes. This increase was offset by an expense decrease in other markets as a result of a decline in subscribers.

US Telecom. Termination and access fees within our US Telecom segment remained consistent at $38.9 million for the year ended December 31, 2019 and 2018. This consistency was primarily a result of increased circuit costs in 2019 offset by the $2.1 million impact of the sale of approximately 100 cell sites during July 2018, the $3.5 million impact of the completion of the Phase I Mobility Fund support in 2018 which recorded such amounts as an offset to termination and access fees as well as a decrease in termination costs within our wholesale long-distance service as a result of a decline in traffic volume.
Renewable Energy. Termination and access fees within our Renewable Energy segment decreased $1.4 million, or 77.8%, to $0.4 million from $1.8 million for the year ended December 31, 2019 and 2018, respectively, as a result of the US Solar Transaction.

In our International Telecom and Renewable Energy segments, we expect that termination and access fee expenses will remain fairly consistent as a percentage of revenues in future periods. Within the US Telecom segment, our performance under the FirstNet Transaction will result in an increase in termination and access fee expenses during the construction phase over the next two years.

Engineering and operations expenses.   Engineering and operations expenses include the expenses associated with developing, operating, upgrading and supporting our telecommunications networks and renewable energy operations, including the salaries and benefits paid to employees directly involved in the development and operation of those businesses.

Engineering and operations expenses increased by $4.6 million, or 6.3%, to $77.6 million from $73.0 million for the year ended December 31, 2019 and 2018, respectively.  The net increase in engineering and operations expenses, within our segments, consisted of the following:

International Telecom. Within our International Telecom segment, engineering and operations expenses increased by $2.5 million, or 4.2%, to $62.0 million from $59.5 million, for the year ended December 31, 2019 and 2018, respectively. This increase was primarily related to an increase in expenses within most of our international markets, primarily related to the expansion and upgrades of our networks.

US Telecom. Engineering and operations expenses increased within our US Telecom segment by $2.3 million, or 18.1%, to $15.0 million from $12.7 million, for the year ended December 31, 2019 and 2018, respectively, primarily as a result of a $2.1 million increase in these expenses in order to support our upgraded networks.

Renewable Energy. During 2018, our Renewable Energy segment recorded $0.1 million of engineering and operations expenses. This segment did not incur any engineering and operations expenses during 2019.

Corporate Overhead. Engineering and operations expenses within our corporate overhead remained consistent at $0.7 million for the year ended December 31, 2019 and 2018.

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In our International Telecom segment, we expect that engineering and operations expenses will remain fairly consistent as a percentage of revenues. We expect engineering and operating expenses to increase in our US Telecom segment during the construction phase of the FirstNet Transaction.

Sales and marketing expenses. Sales and marketing expenses include salaries and benefits we pay to sales personnel, customer service expenses, sales commissions and the costs associated with the development and implementation of our promotion and marketing campaigns.

Sales and marketing expenses increased by $3.5 million, or 10.0%, to $38.7 million from $35.2 million for the year ended December 31, 2019 and 2018, respectively.  The net increase in sales and marketing expenses, within our segments, consisted of the following:

International Telecom. Within our International Telecom segment, our sales and marketing expenses increased by $1.0 million, or 3.1%, to $33.1 million from $32.1 million for the year ended December 31, 2019 and 2018, respectively. The increase was incurred within most of our international markets.

US Telecom. Sales and marketing expenses increased within our US Telecom segment by $2.6 million, or 83.9%, to $5.7 million from $3.1 million, for the year ended December 31, 2019 and 2018, respectively, primarily as a result of our in-building wirelessearly-stage private network business, which began operations in mid-2018.

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Within our International Telecom segment, we expect that sales and marketing expenses will remain fairly consistent as a percentageTable of that segment’s revenue. We expect sales and marketing expenses within our US Telecom segment to increase as a result of the expansion of our in-building wireless business.Contents

General and administrative expenses.   General and administrative expenses include salaries, benefits and related costs for general corporate functions including executive management, finance and administration, legal and regulatory, facilities, information technology and human resources. General and administrative expenses also include internal costs associated with our performance of due-diligence in connection with acquisition activities.

General and administrative expenses decreased by $3.7 million, or 3.6%, to $100.5 million from $104.3 million for the year ended December 31, 2019 and 2018, respectively. The net decrease in general and administrative expenses, within our segments, consisted of the following:

International Telecom. General and administrative expenses decreased within our International Telecom segment by $0.9 million, or 1.7%, to $52.6 million from $53.5 million, for the year ended December 31, 2019 and 2018, respectively. The decrease was primarily related to cost reduction measures within both our managed servicesManaged Services and technology platform businesses as well as certain markets within this segment.

US Telecom. General and administrative expenses increased by $1.7 million, or 10.6%, to $17.7 million from $16.0 million for the year ended December 31, 2019 and 2018, respectively, primarily due to our in-building wirelessearly-stage private network business and to support our operations.

Renewable Energy. General and administrative expenses within our Renewable Energy segment decreased by $3.3 million, or 50.0%, to $3.3 million from $6.6 million for the year ended December 31, 2019 and 2018, respectively. This decrease was primarily related to the US Solar Transaction partially offset by an increase in such expenses within our international operations.

Corporate Overhead. General and administrative expenses within our corporate overhead decreased by $1.2 million, or 4.3%, to $26.9 million from $28.1 million, for the year ended December 31, 2019 and 2018, respectively, primarily related to certain cost reduction measures, partially offset by an increase in information technology expenditures to further enhance our network security.

We expect to incur additional general and administrative expenses to support our in-building wireless network operations as well as to further enhance our network security.

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Transaction-related charges.  Transaction-related charges include the external costs, such as legal, tax, accounting and consulting fees directly associated with acquisition and disposition-related activities, which are expensed as incurred. Transaction-related charges do not include internal costs, such as employee salary and travel-related expenses, incurred in connection with acquisitions or dispositions or any integration-related costs.

We incurred $0.2 million of transaction-related costs during the year ended December 31, 2019. During the year ended December 31, 2018, we incurred $2.6 million of transaction-related charges relating to our in-building wirelessearly-stage private network and large-scale fiber network businesses.

Restructuring charges. Restructuring charges are costs incurred as a result of reorganizing our operations from acquisition or disposition activities. During the year ended December 31, 2018, we incurred $0.5 million of restructuring charges which were primarily related to the US Solar Transaction. There were no restructuring charges incurred during 2019.

 Depreciation and amortization expenses.   Depreciation and amortization expenses represent the depreciation and amortization charges we record on our property and equipment and on certain intangible assets.

Depreciation and amortization expenses increased by $3.4 million, or 4.0%, to $89.1 million from $85.7 million for the year ended December 31, 2019 and 2018, respectively.  The net increase in depreciation and amortization expenses, within our segments, consisted primarily of the following:

International Telecom. Depreciation and amortization expenses increased within our International Telecom segment by $7.1 million, or 14.5%, to $56.0 million from $48.9 million, for the year ended December 31, 2019 and 2018, respectively. This increase was recognized throughout all of our international markets as a result of upgrades and expansions to this segment’s network assets including the network repairs and resiliency enhancements in the US Virgin Islands which were impacted by the Hurricanes.

US Telecom. Depreciation and amortization expenses decreased within our US Telecom segment by $1.5 million, or 6.1%, to $23.1 million from $24.6 million, for the year ended December 31, 2019 and 2018, respectively, primarily as a result of the completion of the July 2018 sale of approximately 100 cell sites within our US wireless operations. We recorded approximately $1.9 million of depreciation expense in 2018 related to the 100 disposed cell sites. This decrease was partially offset by the effects of additional capital expenditures within this segment during 2018 and 2019.

Renewable Energy. Depreciation and amortization expenses within our Renewable Energy segment decreased by $3.3 million, or 50.0%, to $3.3 million from $6.6 million for the year ended December 31, 2019 and 2018, respectively. Of this decrease, $4.3 million was the result of the impact of the US Solar Transaction. This

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decrease was partially offset by an increase, as a result of capital expenditures, in our international operations of $1.0 million.

Corporate Overhead. Depreciation and amortization expenses increased by $1.1 million, or 19.6%, to $6.7 million from $5.6 million for the year ended December 31, 2019 and 2018, respectively, as a result of certain shared services assets being placed into service.

We expect depreciation expense to increase as we acquire tangible assets to expand or upgrade our telecommunications networks and expand our solar power generating assets.

Goodwill impairment. During the year ended December 31, 2019, we recorded a $3.3 million goodwill impairment charge within our Renewable Energy segment. See Note 98 to the Consolidated Financial Statements in this Report.

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(Gain) loss on disposition of long-lived assets.   During the year ended December 31, 2019, we recorded a $2.8 million loss on the disposition of long-lived assets primarily in connection with certain asset disposals and partner settlement agreements within our Renewable Energy segment.

During the year ended December 31, 2018, we recorded a gain on the disposition of long-lived assets of $26.4 million. Within our US Telecom segment, we recorded a gain of $17.2 million primarily as the result of a $15.2 million gain on the sale of approximately 100 cell sites and a $2.9 million gain on the sale of certain telecommunication licenses. Within our Renewable Energy segment, we recorded a gain on the US Solar Transaction of $12.4 million. These gains were partially offset by a $3.2 million loss recorded in connection with certain asset disposals and partner settlement agreements within our Renewable Energy segment and a $1.1 million loss on the disposal of miscellaneous assets within our US wireless operations. 

Loss on damaged assets and other Hurricane-related charges. During the year ended December 31, 2018, we incurred $0.8 million in expenses associated with the procurement of continued building maintenance, security services, the supply of alternative power and related professional fees.

Interest income. Interest income represents interest earned on our cash, cash equivalents, restricted cash and short term investment balances.

Interest income increased $0.5 million, or 25.0%, to $2.3 million from $1.8 million for the year ended December 31, 2019 and 2018, respectively, as the higher rate of return on our cash, cash equivalents and short-term investments was partially offset by a decrease in those balances.

Interest expense.   Interest expense decreased by $3.0 million, or 37.2%, to $5.0 million from $8.0 million for the year ended December 31, 2019 and December 31, 2018, respectively, primarily as a result of the US Solar Transaction and the effects of the April 2019 amendment to our primary credit facility.

During the year ended December 31, 2019, we incurred interest expense on the Viya Debt and the One Communications Debt as well as commitment fees, letter of credit fees and the amortization of debt issuance costs on our outstanding credit facilities. During the year ended December 31, 2018, we also incurred $2.9 million of interest expense on the Ahana Debt which was assumed by the acquirer in November 2018 as a part of the US Solar Transaction.

Other expenses.   Other expense, net represents miscellaneous non-operational income earned and expenses incurred.

For the year ended December 31, 2019, other expenses were $4.6 million which was primarily related to a $4.7 million write down of previously acquired non-controlling equity investments and $1.6 million relating to a net loss on foreign currency transactions.  These expenses were partially offset by $1.0 million of income recognized on certain employee benefit plans.  

For the year ended December 31, 2018, we recorded $1.1 million of other expenses which were primarily related to $2.4 million in losses on foreign currency transactions partially offset by $1.3 million in income related to certain employee benefit plans.

Income taxes. Our effective tax rate for the years ended December 31, 2019 and 2018 was 67.6% and 35.1%, respectively.  The effective tax rate for the year ended December 31, 2019 was primarily impacted by the following items:  (i) a $3.9 million net increase of unrecognized tax positions, (ii) a $3.8 million net increase for permanently non-deductible expenses, (iii) a $1.2 million deferred tax benefit related to an investment tax credit, and (vi)(iv) the mix of income generated among the jurisdictions in which we operate along with the exclusion of losses in jurisdictions where

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we cannot benefit from those losses as required by ASC 740-270-30-36(a), primarily in the US Virgin Islands and India.  

The effective tax rate for the year ended December 31, 2018 was primarily impacted by the following items:  (i) a $10.6 million net increase of unrecognized tax positions, (ii) a $4.7 million net benefit to record a return to accrual

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adjustment, (iii)  a $1.2 million benefit to recognize a capital loss carryover due to capital gains on sale of wireless licenses, (iv) a $1.4 million net benefit to record a valuation allowance release on an indefinite lived intangible asset, (v) a $1.7 million provision associated with the intercompany sale of assets from the US to the US Virgin Islands, and (vi) the mix of income generated among the jurisdictions in which we operate along with the exclusion of losses in jurisdictions where we cannot benefit from those losses as required by ASC 740-270-30-36(a), primarily in the US Virgin Islands and India.  

  

Our effective tax rate is based upon income before provision for income taxes for the year, composition of the income in different countries, and adjustments, if any, in the applicable quarterly periods for potential tax consequences, benefits and/or resolutions of tax contingencies. Our consolidated tax rate will continue to be impacted by any transactional or one-time items in the future and the mix of income in any given year generated among the jurisdictions in which we operate. While we believe we have adequately provided for all tax positions, amounts asserted by taxing authorities could materially differ from our accrued positions as a result of uncertain and complex applicationapplications of tax laws and regulations. Additionally, the recognition and measurement of certain tax benefits include estimates and judgmentjudgments by management. Accordingly, we could record additional provisions or benefits for US federal, state, and foreign tax matters in future periods as new information becomes available.

The Tax Cuts and Jobs Act of 2017 (the “Tax Act” also commonly referred to as US tax reform), which was signed into law on December 22, 2017, has resulted in significant changes to the US corporate income tax system and the US Virgin Islands mirror code which replaces “United States” with “US Virgin Islands” throughout the Internal Revenue Code. The Tax Act transitions international taxation from a worldwide system to a modified territorial system and includes two base erosion prevention measures on non-US earnings, which has the effect of subjecting certain earnings of our foreign subsidiaries to US taxation as global intangible low taxed income (“GILTI”) and eliminates the deduction of certain payments made to related foreign corporations, and imposes a minimum tax if greater than regular tax under the base-erosion and anti-abuse tax (“BEAT”). These changes became effective beginning in 2018 but did not have an impact on us in the initial year. Based on our annual results for 2019 we are not calculating a GILTI inclusion for 2019. We do not believe we are subject to BEAT and therefore have not included the impacts of BEAT in our consolidated financial statements for the year ended December 31, 2019.

Net income attributable to non-controlling interests, net of tax.  Net income attributable to non-controlling interests, net of tax reflected an allocation of $12.8 million and $15.1 million of income generated by our less than wholly owned subsidiaries for the year ended December 31, 2019 and 2018, respectively, a decrease of $2.3 million, or 15.2%. Changes in net income attributable to non-controlling interests, net of tax, within our segments, consisted of the following:

International Telecom. Net income attributable to non-controlling interests, net of tax decreased by $0.1 million, or 1.0%, to $9.7 million from $9.8 million for the year ended December 31, 2019 and 2018, respectively, primarily as a result of a decrease in non-controlling ownership interests partially offset by an increase in profitability at certain less than wholly owned subsidiaries.

US Telecom. Net income attributable to non-controlling interests, net of tax decreased by $0.1 million, or 3.1%, to $3.1 million from $3.2 million for the year ended December 31, 2019 and 2018, respectively, primarily as a result of decreased profitability at certain less than wholly owned subsidiaries within our US wireless retail operations.

Renewable Energy. As a result of the US Solar Transaction, no allocation of income or losses was recorded to non-controlling interests during the year ended December 31, 2019. Net income attributable to non-controlling interests, net of tax, was $2.1 million during the year ended December 31, 2018.

 

Net income (loss) attributable to ATN International, Inc. stockholders.  Net income (loss) attributable to ATN International, Inc. stockholders was a loss of $10.8 million and income of $19.8 million for the years ended December 31, 2019 and 2018, respectively.

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On a per diluted share basis, net income (loss) per diluted share was a loss of $0.68 and income of $1.24 per diluted share for the year ended December 31, 2019 and 2018, respectively.

Selected Segment Financial Information

The following represents selected segment information for the years ended December 31, 2018 and 2017 (in thousands):

For the Year Ended December 31, 2018

    

    

    

    

    

International

US

Renewable

Corporate and

Telecom

Telecom

Energy

Other (1)

Consolidated

Revenue

Wireless

$

89,946

$

108,878

$

$

$

198,824

Wireline

 

223,623

 

6,602

 

 

 

230,225

Renewable Energy

22,158

22,158

Total Revenue

 

313,569

 

115,480

 

22,158

 

 

451,207

Operating income (loss)

 

45,022

 

36,813

 

13,440

 

(34,252)

 

61,023

For the Year Ended December 31, 2017

    

    

    

    

    

International

US

Renewable

Corporate and

Telecom

Telecom

Energy

Other (1)

Consolidated

Revenue

Wireless

$

89,473

$

143,028

$

$

$

232,501

Wireline

 

215,132

 

12,695

 

 

 

227,827

Renewable Energy

20,865

20,865

Total Revenue

 

304,605

 

155,723

 

20,865

 

 

481,193

Operating income (loss)

 

28,308

 

55,317

 

5,179

 

(33,496)

 

55,308

(1)Reconciling items refer to corporate overhead costs and consolidating adjustments.

A year over year summary of our segment results is as follows:

International Telecom.  Revenues within our International Telecom segment increased $9.0 million, or 3.0%, to $313.6 million from $304.6 million for the years ended December 31, 2018 and 2017, respectively.

During the year ended December 31, 2018, we received $15.5 million in additional funding from the USF to further subsidize our operations in the US Virgin Islands that was recorded as revenue. This level of additional funding is not expected to continue in future periods. The impact of this additional funding on our revenues was offset by the impact of the Hurricanes and the sale of our operations in the British Virgin Islands in August 2017 which reported $3.1 million of revenue during the year ended December 31, 2017. 

An increase in broadband revenues and the addition of our new managed services and technology platform, which began operations in September 2017, increased our revenues within the International Telecom market.

Operating expenses within our International Telecom segment decreased by $7.7 million, or 2.8%, to $268.6 million from $276.3 million for the years ended December 31, 2018 and 2017, respectively.  The decrease was primarily the result of a $3.2 million reduction in hurricane-related expenses (including a loss on damaged assets and other hurricane-related charges, net of insurance recovery) and a $3.8 million reduction in television programming and other variable costs that were not incurred as a result of the impact of the Hurricanes.

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As a result, our International Telecom segment’s operating income increased $16.7 million, or 59.0%, to $45.0 million from $28.3 million for the years ended December 31, 2018 and 2017, respectively.

US Telecom.  Revenue within our US Telecom segment decreased by $40.2 million, or 25.8%, to $115.5 million from $155.7 million for the years ended December 31, 2018 and 2017, respectively.

Revenue within our wireless operations decreased by $34.1 million, or 23.8%, to $108.9 million from $143.0 million for the years ended December 31, 2018 and 2017, respectively. All of this decrease was attributable to our wholesale wireless operations which had its revenue negatively impacted by $9.6 million relating to the July 2018 sale of 100 cell sites with the remaining $24.5 million decrease resulting from a reduction in wholesale roaming rates, reduced roaming traffic, and the impact of contractual revenue caps with certain carriers. Revenue from our retail wireless operations remained unchanged at $18.1 million for the years ended December 31, 2018 and 2017.

Revenue within our wireline operations decreased by $6.1 million, or 48.0%, to $6.6 from $12.7 for the years ended December 31, 2018 and 2017, respectively. The impact of the Sovernet Transaction resulted in a decrease in revenue of $4.2 million. In addition, a decline in traffic volumes within our wholesale long-distance services resulted in a decrease of $1.9 million in that business.

Operating expenses within our US Telecom segment decreased $19.4 million, or 19.3%, to $81.0 million from $100.4 million for the years ended December 31, 2018 and 2017, respectively.  This decrease in operating expenses was primarily related to the July 2018 sale of 100 cell sites and the related $15.2 gain recognized on such transaction as well as a $4.0 million decrease related to the Sovernet Transaction.

As a result of the above, our US Telecom segment’s operating income decreased $18.5 million, or 33.5%, to $36.8 million from $55.3 million for the years ended December 31, 2018 and 2017, respectively.

Renewable Energy.  Revenue within our Renewable Energy segment increased $1.3 million, or 6.2%, to $22.2 million from $20.9 million for the year ended December 31, 2018 and 2017, respectively, primarily as a result of a $3.2 million increase in revenue from our newly completed solar power plants in India partially offset by a $1.9 million decrease in revenue in our US operations primarily as a result of the US Solar Transaction.

Operating expenses within our Renewable Energy segment decreased by $6.9 million, or 43.9%, to $8.8 million from $15.7 million for the years ended December 31, 2018 and 2017, respectively, primarily related to the $11.9 million gain on the US Solar Transaction.  

As a result of the above, our Renewable Energy segment’s operating income increased by $8.2 million, or 157.7%, to $13.4 million from $5.2 million for the years ended December 31, 2018 and 2017, respectively.

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The following represents a year over year discussion and analysis of our results of operations for the years ended December 31, 2018 and 2017 (in thousands):

    

Year Ended

    

Amount of

    

Percent

 

December 31, 

Increase

Increase

 

2018

2017

(Decrease)

(Decrease)

 

REVENUE:

Wireless

$

198,824

$

232,501

$

(33,677)

 

(14.5)

%  

Wireline

 

230,225

 

227,827

 

2,398

 

1.1

Renewable Energy

 

22,158

 

20,865

 

1,293

 

6.2

Total revenue

451,207

481,193

(29,986)

 

(6.2)

OPERATING EXPENSES (excluding depreciation and amortization unless otherwise indicated):

Termination and access fees

114,478

120,624

(6,146)

 

(5.1)

Engineering and operations

73,031

74,614

(1,583)

 

(2.1)

Sales and marketing

35,207

35,184

23

 

0.1

General and administrative

104,267

102,294

1,973

 

1.9

Transaction-related charges

2,642

1,009

1,633

 

161.8

Restructuring charges

515

1,169

(654)

 

(55.9)

Depreciation and amortization

85,719

86,934

(1,215)

 

(1.4)

(Gain) loss on disposition of long-lived assets

(26,425)

101

(26,526)

 

(26,263.4)

Loss on damaged assets and other hurricane related charges, net of insurance recovery

750

3,956

(3,206)

(81.0)

Total operating expenses

390,184

425,885

(35,701)

 

(8.4)

Income from operations

61,023

55,308

5,715

 

10.3

OTHER INCOME (EXPENSE):

Interest income

1,811

1,613

198

 

12.3

Interest expense

(7,973)

(8,838)

865

 

(9.8)

Loss on deconsolidation of subsidiary

(529)

529

 

100.0

Other expense, net

(1,119)

(1)

(1,118)

 

100.0

Other income and expense, net

(7,281)

(7,755)

474

 

(6.1)

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

 

53,742

 

47,553

 

6,189

 

13.0

Income tax provisions (benefit)

 

18,870

 

(1,341)

 

20,211

 

(1,507.2)

NET INCOME

 

34,872

 

48,894

 

(14,022)

 

(28.7)

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

 

(15,057)

 

(17,406)

 

2,349

 

(13.5)

NET INCOME ATTRIBUTABLE TO ATN INTERNATIONAL, INC. STOCKHOLDERS

$

19,815

$

31,488

$

(11,673)

 

(37.1)

%  

Wireless revenue. Wireless revenue decreased by $33.7 million, or 14.5%, to $198.8 million for the year ended December 31, 2018 from $232.5 million for the year ended December 31, 2017. The decreases in wireless revenue, within our segments, consisted of the following:

International Telecom. Within our International Telecom segment, wireless revenue increased by $0.4 million, or 0.4%, to $89.9 million for the year ended December 31, 2018 from $89.5 million for the year ended December 31, 2017. This increase was primarily related to an increase in voice and data traffic within most of our international markets partially offset by a $2.9 million decrease in revenues in the US Virgin Islands which was negatively impacted by the Hurricanes.

US Telecom. Wireless revenue within our US Telecom segment decreased by $34.1 million, or 23.8%, to $108.9 million from $143.0 million, for the years ended December 31, 2018 and 2017, respectively. Of this decrease, $34.1 million represented a decrease in wholesale wireless revenue, which was a 27.3% decrease to

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$90.8 million from $124.9 million for the years ended December 31, 2018 and 2017, respectively. Of this decrease in wholesale wireless revenue, $9.6 million was related to the July 2018 sale of 100 cell sites with the remaining decrease a result of a reduction in wholesale roaming traffic, roaming rates and the impact of contractual revenue caps with certain carrier customers. Wireless revenue within our US Telecom’s retail operations remained unchanged at $18.1 million for the years ended December 31, 2018 and 2017.

Wireline revenue. Wireline revenue increased by $2.4 million, or 1.1%, to $230.2 million from $227.8 million for the years ended December 31, 2018 and 2017, respectively. The changes in wireline revenue, within our segments, consisted of the following:

International Telecom. Within our International Telecom segment, wireline revenue increased by $8.5 million, or 4.0%, to $223.6 million from $215.1 million, for the years ended December 31, 2018 and 2017, respectively. Within the US Virgin Islands, revenue decreased by $0.6 million, net of the $15.5 million of additional support from the USF, as a result of the Hurricanes. In other international markets, we recognized an increase in broadband data revenues as a result of subscriber growth.

US Telecom. Wireline revenue decreased within our US Telecom segment by $6.1 million, or 48.0%, to $6.6 million from $12.7 million, for the years ended December 31, 2018 and 2017, respectively, primarily due to the Sovernet Transaction which resulted in a $4.2 million reduction in wireline revenue. The remainder of the decrease relates to a decrease in traffic volume within our wholesale long-distance voice services operations.

Renewable energy revenue.  During the years ended December 31, 2018 and 2017, our renewable energy operations within the United States generated $16.8 million and $18.7 million of revenue, respectively.

Renewable energy revenue increased by $1.3 million, or 6.2%, to $22.2 million from $20.9 million for the years ended December 31, 2018 and 2017, respectively, primarily as a result of the increase in revenue from our newly completed solar power plants in India, partially offset by a $1.9 million decrease in our US operations primarily as a result of the US Solar Transaction, the expiration of certain incentive energy credits from the state of California and adverse weather conditions in the northeast United States.

Termination and access fee expenses.Termination and access fees decreased by $6.1 million, or 5.1%, to $114.5 million from $120.6 million for the years ended December 31, 2018 and 2017, respectively. Net decreases in termination and access fees, within our segments, consisted of the following:

International Telecom. Within our International Telecom segment, termination and access fees decreased by $1.5 million, or 2.0%, to $74.0 million from $75.5 million, for the years ended December 31, 2018 and 2017, respectively. Of this decrease, $3.8 million was caused by a reduction in television programming and other variable costs that were not incurred as a result of the impact of the Hurricanes and the sale of our operations in the British Virgin Islands. These decreases were partially offset by the additional costs incurred by our new managed services and technology platform, which began operations in September 2017, and within our other international markets.

US Telecom. Termination and access fees within our US Telecom segment decreased by $4.9 million, or 11.2%, to $38.9 million from $43.8 million, for the years ended December 31, 2018 and 2017, respectively. Of this decrease, $2.2 million was related to the effects of the Sovernet Transaction within our wireline operations. Additionally, a decrease in traffic volume within our wholesale long-distance voice services business resulted in a decrease in termination and access fees of $0.7 million within that business with the remaining $1.9 million decrease being attributable to decreased traffic volume in our US wireless business.

Renewable Energy. Termination and access fees within our Renewable Energy increased $0.4 million, or 28.6%, to $1.8 million from $1.4 million for the years ended December 31, 2018 and 2017, respectively, as a result of increased activity in our India operations.

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Engineering and operations expenses.  Engineering and operations expenses decreased by $1.6 million, or 2.1%, to $73.0 million from $74.6 million for the years ended December 31, 2018 and 2017, respectively.  The net decrease in engineering and operations, within our segments, consisted of the following:

International Telecom. Within our International Telecom segment, engineering and operations expenses decreased by $0.8 million, or 1.3%, to $59.5 million from $60.3 million, for the years ended December 31, 2018 and 2017, respectively. This decrease was primarily related to operational efficiencies in some of our international markets partially offset by expenses within our new managed services and technology platform which began operations in September 2017.

US Telecom. Engineering and operations expenses decreased within our US Telecom segment by $0.7 million, or 5.2%, to $12.7 million from $13.4 million, for the years ended December 31, 2018 and 2017, respectively, primarily as a result of the Sovernet Transaction, which resulted in a decrease of $0.6 million, and operating efficiencies within our wireless businesses. These decreases were partially offset by $0.4 million of aggregate expenses incurred within our in-building and large-scale fiber network businesses.
Renewable Energy. Engineering expenses within our Renewable Energy segment decreased $0.3 million, or 75.0%, to $0.1 million from $0.4 million for the years ended December 31, 2018 and 2017, respectively.

Corporate Overhead. Engineering expenses within our corporate overhead increased $0.1 million, or 16.7%, to $0.7 million from $0.6 million for the years ended December 31, 2018 and 2017, respectively.

Sales and marketing expenses. Sales and marketing expenses remained unchanged at $35.2 million for the year ended December 31, 2018 and 2017.  The changes in sales and marketing expenses, within our segments, consisted of the following:

International Telecom. Within our International Telecom segment, our sales and marketing expenses increased by $0.3 million, or 0.9%, to $32.1 million from $31.8 million for the years ended December 31, 2018 and 2017, respectively. The increase reported from most of our international markets, primarily related to the promotion of our new broadband products, was offset by a decrease of $0.9 million in our US Virgin Islands operations, caused as a result of the Hurricanes.

US Telecom. Sales and marketing expenses decreased within our US Telecom segment by $0.2 million, or 6.1%, to $3.1 million from $3.3 million, for the years ended December 31, 2018 and 2017, respectively, primarily as a result of a decrease in marketing and advertising within the retail operations of our wireless business and the effects of the Sovernet Transaction. These decreases were partially offset by $0.3 million of aggregate expenses incurred within our in-building and large-scale fiber network businesses.

General and administrative expenses.General and administrative expenses increased by $2.0 million, or 2.0%, to $104.3 million from $102.3 million for the years ended December 31, 2018 and 2017, respectively. Net increases in general and administrative expenses, within our segments, consisted of the following:

International Telecom. General and administrative expenses increased within our International Telecom segment by $0.2 million, or 0.4%, to $53.5 million from $53.3 million, for the years ended December 31, 2018 and 2017, respectively. The increase was primarily related to our new managed services and technology platform partially offset by operational efficiencies in some of our other markets.

US Telecom. General and administrative expenses increased by $1.8 million, or 12.7%, to $16.0 million from $14.2 million primarily to support our wireless operations and the addition of our in-building and large scale fiber network businesses partially offset by the $0.5 million impact of the Sovernet Transaction.

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Renewable Energy. General and administrative expenses within our Renewable Energy segment decreased by $0.7 million, or 9.6%, to $6.6 million from $7.3 million for the years ended December 31, 2018 and 2017, respectively. This decrease was primarily related to the US Solar Transaction.
Corporate Overhead. General and administrative expenses increased within our corporate overhead by $0.6 million, or 2.2%, to $28.1 million from $27.5 million, for the years ended December 31, 2018 and 2017, respectively, primarily related to an increase in information technology expenditures to further enhance our cyber and network security.

Transaction-related charges.  We incurred $2.6 million and $1.0 million of transaction-related charges during the years ended December 31, 2018 and 2017, respectively. The transaction-related charges during the year ended December 31, 2018 were primarily related to the US Solar Transaction within our Renewable Energy segment as well as our new in-building and large scale fiber network platforms within our US Telecom segment. Substantially all of the 2017 expenses were related to the Sovernet Transaction.

Restructuring charges. During the year ended December 31, 2018, we incurred $0.5 million of restructuring charges which were primarily related to the US Solar Transaction. During the year ended December 31, 2017, we incurred $1.2 million of restructuring charges within our Viya operations in connection with the integration of those operations with our legacy operations in the US Virgin Islands.

Depreciation and amortization expenses.  Depreciation and amortization expenses decreased by $1.2 million, or 1.4%, to $85.7 million from $86.9 million for the years ended December 31, 2018 and 2017, respectively.  Net decreases in depreciation and amortization expenses, within our segments, consisted primarily of the following:

International Telecom. Depreciation and amortization expenses decreased within our International Telecom segment by $1.1 million, or 2.2%, to $48.9 million from $50.0 million, for the years ended December 31, 2018 and 2017, respectively. This decrease was primarily related to a $4.5 million reduction in depreciation expense within our US Virgin Islands market on assets that were damaged and written off as a result of the Hurricanes partially offset by the expansion and upgrades of our network assets in our other International Telecom markets.

US Telecom. Depreciation and amortization expenses decreased within our US Telecom segment by $1.0 million, or 3.9%, to $24.6 million from $25.6 million, for the years ended December 31, 2018 and 2017, respectively, as a result of the completion of the sale of approximately 100 cell sites within our US wireless operations which reduced depreciation expense by $1.9 million and the effects of the Sovernet Transaction, which reduced depreciation and amortization expenses by $0.6 million. These decreases were partially offset by network expansions and upgrades within other geographic areas of our US wireless operations.
Renewable Energy. Depreciation and amortization expenses within our Renewable Energy segment decreased by $0.1 million, or 1.5%, to $6.6 million from $6.7 million, for the years ended December 31, 2018 and 2017, respectively, as a result of the US Solar Transaction partially offset by capital expenditures primarily related to the construction of our solar operations in India.
Corporate Overhead. Depreciation and amortization expenses increased by $0.9 million or 19.1% to $5.6 million from $4.7 million for the years ended December 31, 2018 and 2017, respectively, as a result of certain tangible assets being placed into service.

(Gain) loss on disposition of long-lived assets.   During the year ended December 31, 2018, we recorded a gain on the disposition of long-lived assets of $26.4 million. Within our US Telecom segment, we recorded a gain of $17.2 million primarily as the result of a $15.2 million gain on the sale of approximately 100 cell sites and a $2.9 million gain on the sale of certain telecommunication licenses. Within our Renewable Energy segment, we recorded a gain on the US Solar Transaction of $12.4 million. These gains were partially offset by a $3.2 million loss recorded in connection with certain asset disposals and partner settlement agreements within our Renewable Energy segment and a $1.1 million loss on the disposal of miscellaneous assets within our US wireless operations.

Loss on damaged assets and other Hurricane-related charges. During the year ended December 31, 2018, we incurred $0.8 million in expenses associated with the procurement of continued building maintenance, security services, the supply of alternative power and related professional fees.

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During the year ended December 31, 2017, we recorded a net pre-tax loss within our consolidated statement of operations of $4.0 million.  This loss consisted of $35.4 million for the write off of damaged assets, net of insurance recoveries of $34.6 million received in February 2018. This loss also included $3.2 million of additional operating expenses that we specifically incurred to address the impact of the Hurricanes. 

Interest income.Interest income increased to $1.8 million from $1.6 million for the years ended December 31, 2018 and 2017, respectively. The increase was primarily related to an increase in the return on our cash, cash equivalents and marketable securities as compared to the previous year.

Interest expense.  Interest expense decreased by $0.8 million, or 9.1%, to $8.0 million from $8.8 million primarily as a result of the US Solar Transaction which resulted in the acquirer’s assumption of $57.3 million of our long-term debt.

Loss on deconsolidation of subsidiary. During the year ended December 31, 2017, we recorded a $0.5 million loss on the deconsolidation of a portion our US wireline operations upon the completion of the Sovernet Transaction.

Other income (expense), net.  For the year ended December 31, 2018, other income (expense) was an expense of $1.1 million which was primarily related to $2.4 million in losses on foreign currency transactions partially offset by $1.3 million in income related to some of our employee benefit plans.  For the year ended December 31, 2017, other income (expense) was an expense of $1.8 million which was primarily related to a loss on our equity method investment in our Aruba operations of $1.9 million and the net loss on foreign currency transactions of $0.7 million, partially offset by a gain on the sale of marketable securities of $0.8 million.

Income taxes.Our effective tax rate for the years ended December 31, 2018 and 2017 was 35.1% and (2.8)%, respectively. The effective tax rate for the year ended December 31, 2018 was primarily impacted by the following items: (i) a $10.6 million net increase of unrecognized tax positions, (ii) a $4.7 million net benefit to record a return to accrual adjustment, (iii) a $1.2 million benefit to recognize a capital loss carryover due to capital gains on sale of wireless licenses, (iv) a $1.4 million net benefit to record a valuation allowance release on an indefinite lived intangible asset, (v) a $1.7 million provision associated with the intercompany sale of assets from the US to the US Virgin Islands, and (vi) the mix of income generated among the jurisdictions in which we operate along with the exclusion of losses in jurisdictions where we cannot benefit from those losses as required by ASC 740-270-30-36(a), primarily in the US Virgin Islands and India.

The effective tax rate for the year ended December 31, 2017 was primarily impacted by the following items: (i) a $10.6 million benefit for the net impact of the Tax Act which includes lowering the US corporate income tax rate to 21% effective in 2018 resulting in an $18.0 million benefit from the remeasurement of the deferred tax assets and liabilities, which was partially offset by a provision of $7.4 million on the deemed repatriation of undistributed foreign earnings (ii) a $3.9 million benefit for the net capital transactions related to our businesses in New England, New York, BVI and St. Maarten, (iii) a $3.4 million benefit for an amended return refund claim filed for tax year 2013, (iv) a $4.4 million increase (net) in unrecognized tax benefits related to current year and prior year positions, (v) a $6.1 million provision (net) to record the change in valuation allowance and, (vi) the mix of income generated among the jurisdictions in which we operate.

Our effective tax rate is based upon income before provision for income taxes for the year, composition of the income in different countries, and adjustments, if any, in the applicable quarterly periods for potential tax consequences, benefits and/or resolutions of tax contingencies. Our consolidated tax rate will continue to be impacted by any transactional or one-time items in the future and the mix of income in any given year generated among the jurisdictions in which we operate. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, we made reasonable estimates of the effects and recorded provisional amounts in our consolidated financial statements as of December 31, 2017. During 2018 we made adjustments to the provisional amounts, including continued refinements to our deferred taxes of a $0.4 million provision from the $18 million benefit recorded at year-end and a $3.2 million provision on the deemed repatriation of undistributed foreign earnings in addition to the $7.4 million

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provision recorded at year-end. The accounting for the tax effects of the Tax Act has been completed as of December 22, 2018 as required by Staff Accounting Bulletin No. 118 (“SAB 118”). While we believe we have adequately provided for all tax positions, amounts asserted by taxing authorities could materially differ from our accrued positions as a result of uncertain and complex application of tax law and regulations. Additionally, the recognition and measurement of certain tax benefits include estimates and judgment by management. Accordingly, we could record additional provisions or benefits for US federal, state, and foreign tax matters in future periods as new information becomes available.

Net income attributable to non-controlling interests, net of tax.Net income attributable to non-controlling interests reflected an allocation of $15.1 million and $17.4 million of income generated by our less than wholly-owned subsidiaries for the years ended December 31, 2018 and 2017, respectively, a decrease of $2.3 million or 13.2%. Changes in net income attributable to non-controlling interests, net of tax, within our segments, consisted of the following:

International Telecom. Net income attributable to non-controlling interests, net of tax increased by $0.6 million, or 6.5%, to $9.8 million from $9.2 million for the years ended December 31, 2018 and 2017, respectively, primarily as a result of increased profitability in our less than wholly owned subsidiaries within our international operations.

US Telecom. Net income attributable to non-controlling interests, net of tax decreased by $3.9 million, or 54.9%, to $3.2 million from $7.1 million for the years ended December 31, 2018 and 2017, respectively, primarily as a result of decreased profitability at certain less than wholly owned subsidiaries within our US wireless retail operations.

Renewable Energy. Net income attributable to non-controlling interests, net of tax increased by $1.0 million, or 90.9% to $2.1 million from $1.1 million for the years ended December 31, 2018 and 2017, respectively, primarily as a result of the allocation of a portion of the gain we recognized on the US Solar Transaction to the non-controlling shareholders of those operations.

Net income (loss) attributable to ATN International, Inc. stockholders.  Net income (loss) attributable to ATN International, Inc. stockholders was income of $19.8 million and $31.5 million for the years ended December 31, 2018 and 2017, respectively.

On a per share basis, net income (loss) was income of $1.24 and $1.94 per diluted share for the years ended December 31, 2018 and 2017, respectively.

Regulatory and Tax Issues

We are involved in a number of regulatory and tax proceedings. A material and adverse outcome in one or more of these proceedings could have a material adverse impact on our financial condition and future operations.  For a discussion of ongoing proceedings, see Note 1514 to the Consolidated Financial Statements in this Report. 

Tax Reform

The Tax Act which was signed into law on December 22, 2017 has resulted in significant changes to the US corporate income tax system and the US Virgin Islands mirror code which replaces “United States” with “US Virgin Islands” throughout the Internal Revenue Code. The Tax Act transitions international taxation from a worldwide system to a modified territorial system and includes two base erosion prevention measures on non-US earnings, which has the effect of subjecting certain earnings of our foreign subsidiaries to US taxation as global intangible low taxed income (“GILTI”) and eliminates the deduction of certain payments made to related foreign corporations, and imposes a minimum tax if greater than regular tax under BEAT. These changes became effective beginning in 2018 but did not have an impact on us in the initial year. Based on our annual results for 2019 we are not calculating a GILTI inclusion for 2019. We do not believe we are subject to BEAT and therefore have not included any tax impacts of BEAT in our consolidated financial statements for the year ended December 31, 2019.

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Status of our Assessment

CARES Act

On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In accordance with SAB 118, we have completed our determinationaddition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the accounting implicationsfive preceding taxable years to generate a refund of previously paid income taxes. Certain provisions of the TaxCARES Act as of December 22, 2019.impact our income tax provision computations.

Liquidity and Capital Resources

 

Historically, we have met our operational liquidity needs through a combination of cash-on-hand and internally generated funds and have funded capital expenditures and acquisitions with a combination of internally generated funds, cash-on-hand, proceeds from dispositions, borrowings under our credit facilities and seller financings. We believe our current cash, cash equivalents, short term investments and availability under our current credit facility will be sufficient to meet our cash needs for at least the next twelve months for working capital needs and capital expenditures. 

Total liquidity.  As of December 31, 2020, we had approximately $105.0 million in cash, cash equivalents and restricted cash. Of this amount, $39.7 million was held by our foreign subsidiaries and is indefinitely invested outside the United States. In addition, we had approximately $72.8 million of debt, net of unamortized deferred financing costs, as of December 31, 2020. How and when we deploy our balance sheet capacity will figure prominently in our longer-term growth prospects and stockholder returns.

Uses of Cash

Acquisitions and investments.  Historically, we haveWe funded our acquisitions with a combination of cash-on-hand, borrowings under our credit facilities as well as equity investor and seller financing. financings. 

Alaska Transaction. We have secured a commitment for certain debt financing in connection with the Alaska Transaction. See Pending Acquisition of Alaska Communications System Group, Inc.

We continue to explore opportunities to expand our telecommunications and our international renewable energy businessesbusiness or acquire new businesses and telecommunications licenses in the United States, the Caribbean and elsewhere. Such acquisitions including acquisitions of renewable energy assets, may require external financing. While there can be no assurance as to whether, when or on what terms we will be able to acquire any such businesses or licenses or make such investments, such acquisitions may be accomplished through the issuance of shares of our capital stock, payment of cash or incurrence of additional debt. From time to time, we may raise capital ahead of any definitive use of proceeds to allow us to move more quickly and opportunistically if an attractive investment materializes.

AsCash used in investing activities. Cash used in investing activities was $70.2 million and $88.3 million for the year ended December 31, 2020 and 2019, respectively. The net decrease in cash used for investing activities of $18.1 million was primarily related to a $34.6 million reduction in the net cash used for strategic investments offset by the increase in the usage of cash for the acquisition of telecommunications licenses of $20.4 million and capital expenditures of $2.6 million. During the year ended December 31, 2020, we also received an additional $13.2 million in government grants as compared to 2019 and cash from investing activities for the year ended December 31, 2019 we had approximately $162.4includes $6.4 million received as part of the US Solar Transaction.

Cash used in financing activities.   Cash used in financing activities was $73.4 million and $29.9 million during the year ended December 31, 2020 and 2019, respectively.  The increase in cash cash equivalents and restricted cash-on-hand. Of this amount, $40.6used for financing activities of $43.5 million was held byprimarily related to a $24.4 million increase in cash used to acquire non-controlling interests in One Communications (our subsidiary in Bermuda and the Cayman Islands), a $9.1 million increase in the repayments of long-term debt, a $6.4 million increase in cash used for the repurchase of our foreign subsidiariesCommon Stock under the 2016 Repurchase Plan (as defined below) and is indefinitely invested outsidea $3.2 million increase in the United States. In addition, we had approximately $86.4 million of debt, net of unamortized deferred financing costs, as of December 31, 2019. How and when we deploy our balance sheet capacity will figure prominently in our longer-term growth prospects and stockholder returns.distributions made to minority shareholders.

Working Capital.  Historically, we have internally funded our working capital needs. In July 2019, we entered into the Firstnet Agreement. Pursuant to that agreement,the FirstNet Agreement AT&T has the option to repay construction costs, with interest, over an eight year period. We expect to seek third party financing toTo fund the

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working capital needneeds created by AT&T’s option to extend its payment terms.terms, we completed the Receivables Credit Facility, as discussed below, on March 26, 2020.

Capital expenditures.  Historically, a significant use of our cash has been for capital expenditures to expand and upgrade our telecommunications networks and to expand our renewable energy operations.

For the year ended December 31, 20192020 and 2018,2019, we spent approximately $72.7$75.3 million and $185.9$72.7 million, respectively, on capital expenditures. The following notes our capital expenditures, by operating segment, for these periods (in thousands):

Capital Expenditures

Capital Expenditures

    

    

    

    

    

    

    

    

    

    

International

US

Renewable

Corporate and

International

US

Renewable

Corporate and

Year ended December 31,

Telecom (2)

Telecom

Energy

Other (1)

Consolidated

Telecom

Telecom

Energy

Other (1)

Consolidated

2020

$

38,895

$

29,883

$

2,932

$

3,613

$

75,323

2019

$

42,029

$

17,490

$

6,448

$

6,758

$

72,725

42,029

17,490

6,448

6,758

72,725

2018

160,013

13,389

4,515

8,004

185,921

(1)Corporate and other items refer to corporate overhead accostscosts and consolidating adjustments.

(2)Includes $0.1 million and $80.2 million for the year ended December 31, 2019 and 2018, respectively, of expenditures used for network repairs and resiliency enhancements in the US Virgin Islands which were impacted by the Hurricanes. These expenditures were financed, in part, by the $34.6 million of insurance proceeds we

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received during the first quarter of 2018 and cash from operations.

We are continuing to invest in our telecommunication networks along with our operating and business support systems in many of our markets.  Such investments include the upgrade and expansion of both our wirelineMobility and wirelessFixed telecommunications networks as well as our service delivery platforms. For 2020,2021, we expect International Telecom capital expenditures to be approximately $45 million to $55 million. In the US Telecom segment, we expect capital expenditures to be approximately $35$40 million to $40$50 million for 20202021 including $20 million to $30 million related to towers and backhaul in conjunction with the FirstNet Agreement. In the Renewable Energy segment, we expect to incur $2 million to $4 million of construction costs during 2020 related to building additional capacity.

 We expect to fund our current capital expenditures primarily from our current cash balances, and cash generated from operations but may secure additional financing to support renewable energy capital expenditures in India.and our existing credit facilities including the FirstNet Receivables Credit Facility.

 Income taxes.We have historically used cash-on-hand to make payments for income taxes. Our policy is to allocate capital where we believe we will get the best returns and to date has been to indefinitely reinvest the undistributed earnings of our foreign subsidiaries. As we continue to reinvest our remaining foreign earnings, outside of dividends from Guyana made in 2019,2020, no additional provision for income taxes has been made on accumulated earnings of foreign subsidiaries.

Dividends.  We use cash-on-hand to make dividend payments to our stockholders when declared by our Board of Directors. For the yearthree months ended December 31, 2019,2020, our Board of Directors declared $10.9$2.7 million of dividends to our stockholders which includes a $0.17 per share dividend declared on December 12, 201914, 2020 and paid on January 6, 2020.8, 2021. We have declared quarterly dividends for the last 8588 fiscal quarters.

Stock Repurchase Plan. On September 19, 2016, our Board of Directors authorized the repurchase of up to $50.0 million of our common stockCommon Stock from time to time on the open market or in privately negotiated transactions (the “2016 Repurchase Plan”).  We repurchased $0.2$6.6 million and $1.6$0.2 million of our common stockCommon Stock under the 2016 Repurchase Plan during the year ended December 31, 20192020 and 2018,2019, respectively. As of December 31, 2019,2020, we have $37.5$30.9 million authorized and available for share repurchases under the 2016 Repurchase Plan.

Debt Service and Other Contractual Commitments Table.  The following table discloses aggregate information about our debt, lease and other obligations as of December 31, 20192020 and the periods in which payments are due:

Less Than

More Than

 

Contractual Obligations

Total

1 Year

1 – 3 Years

4 – 5 Years

5 Years

 

(In thousands)

 

Debt

    

$

86,426

    

$

3,750

    

$

23,275

    

$

    

$

59,401

Pension obligations

 

49,667

 

5,066

 

9,926

 

9,506

 

25,169

Operating lease obligations

 

79,766

 

14,526

 

26,501

 

20,384

 

18,355

Total

$

215,859

$

23,342

$

59,702

$

29,890

$

102,925

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Less Than

More Than

 

Contractual Obligations

Total

1 Year

1 – 3 Years

4 – 5 Years

5 Years

 

(In thousands)

 

Debt

    

$

72,823

    

$

3,750

    

$

9,590

    

$

    

$

59,483

Pension and postretirement benefit obligations

 

57,311

 

20,077

 

8,068

 

8,429

 

20,737

Operating lease obligations

 

73,632

 

15,211

 

26,667

 

18,660

 

13,094

Total

$

203,766

$

39,038

$

44,325

$

27,089

$

93,314

We have omitted uncertain income tax liabilities from this table due to the inherent uncertainty regarding the timing of potential issue resolution. Specifically, either the underlying positions have not been fully developed enough under audit to quantify at this time or the years relating to the issues for certain jurisdictions are not currently under audit.  At December 31, 2019,2020, we had $38.6$40.8 million of gross unrecognized uncertain tax benefits of which $33.6$35.8 million is included in “Other Liabilities” and $5.0 million is included in “Accrued Taxes” in the consolidated balance sheet.

Sources of Cash

Total liquidity.  As of December 31, 2019, we had approximately $162.4 million in cash, cash equivalents and restricted cash which represents a decrease of $30.5 million from the December 31, 2018 balance of $192.9 million. The decrease is primarily attributable to $72.7 million used for capital expenditures, $25.4 million used for certain investments, $10.9 million used for dividends paid on our common stock, $1.6 million used for the repurchase of our

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common stock from employees in order to satisfy their tax obligations, $7.2 million used for distributions to our minority shareholders, $4.7 million used to repay principal on our debt, $4.5 million to repurchase certain non-controlling ownership interests and $1.3 million used to amend and extend our primary credit facility.  These amounts were partially offset by cash provided by our operations of $87.9 million, net of approximately $28.5 million in tax payments primarily related to the US Solar Transaction, $6.6 million received to complete the US Solar Transaction and $3.1 million received from government grants.

Cash provided by operations.  Cash provided by operating activities was $86.3 million for the year ended December 31, 2020 as compared to $87.9 million for the year ended December 31, 2019 as compared to $115.9 million for the year ended December 31, 2018.2019.  The decrease of $28.0 million was primarily related to a decrease of $1.0 million within our US Telecom segment as a result of the reduction in wholesale roaming traffic and the impact of the July 2018 sale of 100 cell sites. Cash provided by operations within our renewable energy segment decreased by $12.0 million as result of the US Solar Transaction and the $3.3 million impairment of certain intangibles. Within corporate overhead, cash provided by operations declined by $14.7 million, mostly due to $28.5 million in tax payments made in 2019 which were primarily related to the US Solar Transaction. These decreases were partially offset by an increase in cash flow from operations of $0.2 million within our International Telecom segment.

Cash used in investing activities. Cash used in investing activities was $88.3 million and $87.3 million for the year ended December 31, 2019 and 2018, respectively. The increase of $1.0 million was primarily related to a $113.3 million reduction in capital expenditures partially offset by an increase in investments of $22.4 million, a $2.3 million decrease in the amounts received from certain government grants and the purchase of short-term investments, net of maturities of $6.3 million. Cash used in investing also included $6.6 million received to complete the US Solar Transaction. Cash used in investing activities during the year ended December 31, 2018 included the proceeds from the US Solar Transaction of $47.3 million, the receipt of insurance proceeds of $34.6 million which were used to partially fund our capital expenditures during that period and the proceeds from the sale of assets of $7.8 million.

Cash used in financing activities.   Cash used in financing activities was $29.9 million and $55.2 million during the year ended December 31, 2019 and 2018, respectively.  The decrease in cash used for financing activities of $25.3$1.6 million was primarily related to an $11.6 million decreaseincrease in working capital investments made as a part of the distributions made to minority shareholders, a $5.2 million reduction in cash used to acquire non-controlling interests in our less than wholly owned subsidiaries, a $5.1 million reduction in the repayments of our long-term debt, a $3.0 reduction in cash used for the repurchase of our common stock from employees in order to satisfy their tax obligations and a $1.4 million reduction in the repurchases of our common stock. These decreases wereFirstNet construction project partially offset by $1.3 million used to amendlower tax payments and extend our primary credit facility in 2019.improved operating income, net of the impact of the Vibrant Transaction.

Credit facilityOn April 10, 2019, we entered into the 2019 Credit Facility, with CoBank, ACB and the samea syndicate of other lenders as the 2014(the “2019 Credit Facility, as described below.Facility”). The 2019 Credit Facility provides for a $200 million revolving credit facility that includes (i) up to $75 million for standby or trade letters of credit and (ii) up to $10 million under a swingline sub-facility.  Approximately $8.0$16.0 million of performance and standby letters of credit have been issued and remain outstanding and undrawn as of December 31, 2019.2020.  The 2019 Credit Facility matures on April 10, 2024.

Amounts borrowed under the 2019 Credit Facility bear interest at a rate equal to, at our option, either (i) the LIBORLondon Interbank Offered Rate (“LIBOR”) plus an applicable margin ranging between 1.25% to 2.25% or (ii) a base rate plus an applicable margin ranging from 0.25% to 1.25%.  Swingline loans bear interest at the base rate plus the applicable margin for base rate loans. The base rate is equal to the higher of (i) 1.00% plus the higher of (x) the LIBOR (as defined in the 2019 Credit Facility) for an interest period of one month and (y) the LIBOR for an interest period of one week; (ii) the Federal Funds Effective Rate (as defined in the 2019 Credit Facility) plus 0.50% per annum; and (iii) the Prime Rate (as defined in the 2019 Credit Facility). The applicable margin is determined based on the Total Net Leverage Ratio (as defined in the 2019 Credit Facility). Under the terms of the 2019 Credit Facility, we must also pay a fee ranging from 0.150% to 0.375% of the average daily unused portion of the 2019 Credit Facility over each calendar quarter.

  

 The 2019 Credit Facility contains customary representations, warranties and covenants, including a financial covenant that imposes a maximum ratio of indebtedness to EBITDA as well as covenants limiting additional

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indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, sale and leasebacks, transactions with affiliates and fundamental changes.  Our investments in “unrestricted” subsidiaries and certain dividend payments to our stockholders are not limited unless the Total Net Leverage Ratio is equal to or greater than 1.75 to 1.0.   The Total Net Leverage Ratio is measured each fiscal quarter and is required to be less than or equal to 2.75 to 1.0.   In the event of a Qualifying Acquisition (as defined in the 2019 Credit Facility), the Total Net Leverage Ratio increases to 3.25 to 1.0 for the subsequent three fiscal quarters. 

The 2019 Credit Facility also provides for the incurrence by us of incremental term loan facilities, when combined with increases to revolving loan commitments, in an aggregate amount not to exceed $200 million (the “Accordion”).  Amounts borrowed under the Accordion are also subject to proforma compliance with a net leverage ratio financial covenant.

As of December 31, 2019,2020, we were in compliance with all of the financial covenants, had no outstanding borrowings and, net of the $8.0$16.0 million of outstanding performance and standby letters of credit, had $192.0$184.0 million of availability under the 2019 Credit Facility.

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Prior to entering into the 2019FirstNet Receivables Credit Facility we had a $225 million revolving credit facility (the “2014 Credit Facility”) with CoBank, ACB and a syndicate of other lenders that provided for (i) up to $10 million for standby or trade letters of credit, (ii) up to $25 million for letters of credit that were necessary or desirable to qualify for disbursements from the FCC’s mobility fund and (iii) up to $10 million under a swingline sub-facility. The 2014 Credit Facility had a maturity date of December 31, 2019. The 2014 Credit Facility also provided for the incurrence by us of incremental term loan facilities, when combined with increases to revolving loan commitments, in an aggregate amount not to exceed $200 million. 

Amounts borrowedOn March 26, 2020, Commnet Finance, a wholly owned subsidiary of Commnet Wireless, entered into receivables credit facility with the Company, Commnet Wireless, and CoBank, ACB (the “Receivables Credit Facility”).

The Receivables Credit Facility provides for a senior secured delayed draw term loan in an aggregate principal amount of up to $75 million and the proceeds may be used to acquire certain receivables from Commnet Wireless.  The receivables to be financed and sold under the 2014Receivables Credit Facility, bore interestwhich provide the loan security, relate to the obligations of AT&T under the FirstNet Agreement. The delayed draw period will expire on December 31, 2021.

The maturity date for each loan will be set by CoBank and will match the weighted average maturity of the certain receivables financed.

Interest on the loans accrues at a rate equal to, at our option, eitherbased on (i) the LIBOR plus an applicable margin ranging between 1.50% to 1.75% or2.50%, (ii) a base rate plus an applicable margin ranging from 0.50%1.50% or (iii) a fixed annual interest rate to 0.75%.  Swingline loans bore interest at the base rate plus the applicable margin for base rate loans.  be quoted by CoBank

The base rate was equal to the higher of (i) 1.00% plus the higher of (x) the one-week LIBOR and (y) the one-month LIBOR; (ii) the federal funds effective rate (as defined in the 2014 Credit Facility) plus 0.50% per annum; and (iii) the prime rate (as defined in the 2014 Credit Facility). The applicable margin was determined based on the ratio (as further defined in the 2014 Credit Facility) of our indebtedness to EBITDA. Under the terms of the 2014Receivables Credit Facility we also paid a fee ranging from 0.175% to 0.250%contains customary events of the average daily unused portiontermination, representations and warranties, affirmative and negative covenants and events of the 2014 Credit Facility over each calendar quarter.default customary for facilities of this type.

 The 2014 Credit Facility contained customary representations, warranties and covenants, including a financial covenant that imposed a maximum ratioAs of indebtedness to EBITDA as well as covenants limiting additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, sale and leasebacks, transactions with affiliates and fundamental changes.  Our investment in “unrestricted” subsidiaries plus the aggregate amount of certain dividend payments to our stockholders was limited to $400 million.  Amounts borrowedDecember 31, 2020, we had no outstanding borrowings under the Accordion were also subject to pro-forma compliance with a net leverage ratio financial covenant. Receivables Credit Facility.

Viya Debt

We, and certain of our subsidiaries, have entered into a $60.0 million loan agreement (the “Viya Debt”) with Rural Telephone Finance Cooperative (“RTFC” and such debt, the “Viya Debt”).  The Viya Debt agreement contains customary representations, warranties and affirmative and negative covenants (including limitations on additional debt, guaranties, sale of assets and liens) and a financial covenant that limits the maximum ratio of indebtedness to annual operating cash flow to 3.5 to 1.0 (the “Net Leverage Ratio”).  This covenant is tested on an annual basis at the end of each fiscal year.  Interest is paid quarterly at a fixed rate of 4.0% and principal repayment is not required until maturity on July 1, 2026.  Prepayment of the Viya Debt may be subject to a fee under certain circumstances.  The debt is secured by certain assets of the Company’sour Viya subsidiaries and is guaranteed by us.   With RTFC’s consent, we funded the restoration of Viya’s network, following the Hurricanes in 2017, through an intercompany loan arrangement with a $75.0 million limit.  We were not in compliance with the Net Leverage Ratio covenant of the Viya Debt agreement for the year ending December 31, 20192020 and received a waiver from the RTFC on February 26, 2020.25, 2021.

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We paid a fee of $0.9$­­­­­0.9 million in 2016 to lock the interest rate at 4% per annum over the term of the Viya Debt. The fee was recorded as a reduction to the Viya Debt carrying amount and is being amortized over the life of the loan. 

As of December 31, 2019,2020, $60.0 million of the Viya Debt remained outstanding and $0.6$0.5 million of the rate lock fee was unamortized.

One Communications Debt

We have an outstanding loan from HSBC Bank Bermuda Limited (the “One Communications Debt”) which is scheduled to mature on May 22, 2022 and bears interest at the one-month LIBOR plus a margin ranging between 2.5% to 2.75%, paid quarterly.

The One Communications Debt contains customary representations, warranties and affirmative and negative covenants (including limitations on additional debt, guaranties, sale of assets and liens) and financial covenants, tested annually as of and for the twelve months ended December 31st, that limit the ratio of tangible net worth to long term debt and total net debt to EBITDA and require a minimum debt service coverage ratio (as defined in the One Communications Debt agreement).  We were in compliance with our covenants as of December 31, 2019.2020.

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As a condition of the One Communications Debt, we were required to enter into a hedging arrangement with a notional amount equal to at least 30% of the outstanding loan balance and a term corresponding to the term of the One Communications Debt.  As such, we entered into an amortizing interest rate swap that has been designated as a cash flow hedge, which had an original notional amount of $11.0 million, has an interest rate of 1.874%, and expires in March 2022.  As of December 31, 2019,2020, the swap hashad an unamortized notional amount of $8.5$7.3 million.

  

We capitalized $0.3 million of fees associated with the One Communications Debt which are being amortized over the life of the debt and are recorded as a reduction to the debt carrying amount.   

 

As of December 31, 2019, $27.22020, $13.4 million of the One Communications Debt was outstanding and $0.2$0.1 million of the capitalized fees remained unamortized.

Ahana Debt

On November 6, 2018, we consummated the US Solar Transaction which included the transfer of the Ahana Debt (as defined below) to the purchaser.

Prior to our US Solar Transaction, our US solar operations issued $20.6 million in aggregate principal amount of 4.427% senior notes due in 2029 (the “Series A Notes”) and $45.2 million in aggregate principal amount of 5.327% senior notes due in 2031 (the “Series B Notes”).  These operations also issued a note to Public Service Electricity and Gas which bore interest at a rate of 11.3% due in 2027 (the “PSE&G Loan” and collectively with the Series A Notes and Series B Notes, the “Ahana Debt”).

For the Series A Notes and Series B Notes, interest and principal were payable semi-annually, until their respective maturity dates, and were secured by certain US solar assets and guaranteed by certain subsidiaries.

Repayment of the PSE&G Loan could have been made in either cash or Solar Renewable Energy Credits (“SRECs”) at our discretion, with the value of the SRECs being fixed at the time of the loan’s closing.  Historically, we had made all repayments of the PSE&G Loan using SRECs.

 We capitalized $2.8 million of fees associated with the Ahana Debt which were recorded as a reduction to the debt carrying amount and amortized over the life of the notes.   

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Factors Affecting Sources of Liquidity

Internally generated funds. The key factors affecting our internally generated funds are demand for our services, competition, regulatory developments, economic conditions in the markets where we operate our businesses and industry trends within the telecommunications and renewable energy industries. 

 

Restrictions under Credit Facility.  Our 2019 Credit Facility contains customary representations, warranties and covenants, including covenants limiting additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, sale and leasebacks, transactions with affiliates and fundamental changes.

 

In addition, the 2019 Credit Facility contains a financial covenant that imposes a maximum ratio of indebtedness to EBITDA. As of December 31, 2019,2020, we were in compliance with all of the financial covenants of the 2019 Credit Facility.

 

Capital markets.  Our ability to raise funds in the capital markets depends on, among other things, general economic conditions, the conditions of the telecommunications and renewable energy industries, our financial performance, the state of the capital markets and our compliance with the SEC requirements for the offering of securities. On May 12, 2017, the SEC declared effective our2020, we filed a “universal” shelf registration statement.statement with the SEC, which automatically became effective upon filing. This filing registered potential future offerings of our securities.

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Foreign Currency

We translate the assets and liabilities of our foreign subsidiaries from their respective functional currencies, primarily the Indian Rupee and the Guyana Dollar, to US dollarsDollars at the appropriate rates as of the balance sheet date. Changes in the carrying value of these assets and liabilities attributable to fluctuations in rates are recognized in foreign currency translation adjustment, a component of accumulated other comprehensive income on our balance sheet. Income statement accounts are translated using the monthly average exchange rates during the year. Monetary assets and liabilities denominated in a currency that is different from a reporting entity’s functional currency must first be remeasured from the applicable currency to the legal entity’s functional currency. The effect of this remeasurement process is reported in other income within our income statement. During the year ended December 31, 20192020 and 2018,2019, we recorded $1.6$1.4 million and $2.4$1.6 million, respectively, in losses on foreign currency transactions. With the completion of the Vibrant Transaction, we will no longer have exposure to the Indian Rupee. We will continue to assess the impact of our exposure to both the Indian Rupee and the Guyana dollar.Dollar.

Inflation

We do not believe that inflation has had a significant impact on our consolidated operations in any of the periods presented in this Report.

Critical Accounting Estimates

We have based our discussion and analysis of our financial condition and results of operations on our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We base our estimates on our operating experience and on various conditions existing in the market and we believe them to be reasonable under the circumstances. Our estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

Critical Accounting Estimates

We have identified the critical accounting estimates that we believe require significant judgment in the preparation of our Consolidated Financial Statements. We consider these accounting estimates to be critical because changes in the assumptions or estimates we have selected have the potential of materially impacting our financial statements.

Revenue Recognition. In determining the appropriate amount of revenue to recognize for a particular transaction, we apply the criteria established by the authoritative guidance for revenue recognition and defer those items that do not meet the recognition criteria. As a result of the cutoff times of our billing cycles, we are often required to estimate the amount of revenues earned but not billed from the end of each billing cycle to the end of each reporting

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period. These estimates are based primarily on rate plans in effect and historical evidence with each customer or carrier. Adjustments affecting revenue can and occasionally do occur in periods subsequent to the period when the services were provided, billed and recorded as revenue, however, historically, these adjustments have not been material.

We apply our judgment when assessing the ultimate realization of receivables, including assessing the probability of collection and the current credit- worthiness of customers. We establish an allowance for doubtful accountscredit losses on trade receivables sufficient to cover probable and reasonably estimable losses. Our estimate of the allowance for doubtful accountscredit losses on trade receivables considers collection experience, aging of the accounts receivable, the credit quality of the customer and, where necessary, other macro-economic factors.

Goodwill and Long-Lived Intangible Assets. In accordance with the authoritative guidance regarding the accounting for impairments or disposals of long-lived assets and the authoritative guidance for the accounting for goodwill and other intangible assets, we evaluate the carrying value of our long-lived assets, including property and equipment, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss exists when estimated undiscounted cash flows attributable to non-current assets subject to depreciation and amortization and discounted cash flows for intangible assets not subject to amortization are less than their carrying amount. For long lived assets other than goodwill, if an asset is deemed to be impaired, the

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amount of the impairment loss recognized represents the excess of the asset’s carrying value as compared to its estimated fair value, based on management’s assumptions and projections.

Our estimates of the future cash flows attributable to our long-lived assets and the fair value of our businesses involve significant uncertainty. Those estimates are based on management’s assumptions of future results, growth trends and industry conditions. If those estimates are not met, we could have additional impairment charges in the future, and the amounts may be material.

We also assess the carrying value of goodwill and indefinite-livedindefinite-lived intangible assets on an annual basis or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The carrying value of each reporting unit, including goodwill assigned to that reporting unit, is compared to its fair value. If the carrying value of the reporting unit, including goodwill, exceeds the fair value of the reporting unit, an impairment charge is recorded equal to the excess, but not more than the total amount of goodwill allocated to the reporting unit.

We assess the recoverability of the value of our telecommunications licenses using either a market or income approach. We believe that our telecommunications licenses generally have an indefinite life based on historical ability to renew such licenses, that such renewals may be obtained indefinitely and at little cost, and that the related technology used is not expected to be replaced in the foreseeable future. If the value of these assets was impaired by some factor, such as an adverse change in the subsidiary’s operating market, we may be required to record an impairment charge. We test the impairment of our telecommunications licenses annually or more frequently if events or changes in circumstances indicate that such assets might be impaired. The impairment test consists of a comparison of the fair value of telecommunications licenses with their carrying amount on a license by license basis.

We performed our annual impairment assessment of our goodwill and telecommunications licenses as of October 1, 2020 for all of our reporting units and determined that no impairment relating to our goodwill or telecommunications licenses existed during the year ended December 31, 2020.

During the year ended December 31, 2019, we recorded a $3.3 million goodwill impairment charge within our Renewable Energy segment. See Note 98 to the Consolidated Financial Statements in this Report.

We also performed our annual impairment assessment of our goodwill and telecommunications licenses as of December 31, 2018 for all of our reporting units and determined that no impairment relating to our goodwill and telecommunications licenses existed during the year ended December 31, 2018.

Contingencies. We are subject to proceedings, lawsuits, tax audits and other claims related to lawsuits and other legal and regulatory proceedings that arise in the ordinary course of business as further described in Note 1514 to the Consolidated Financial Statements included in this Report. We are required to assess the likelihood of any adverse judgments or outcomes to these matters as well as the potential ranges of probable losses. A determination of the amount of loss accruals required, if any, for these contingencies is made after careful analysis of each individual issue. We consult with legal counsel and other experts where necessary in connection with our assessment of any contingencies. The required accrual for any such contingency may change materially in the future due to new developments or changes

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in each matter. We estimate these contingencies amounted to approximately $44.1 million at December 31, 2019.2020.  We believe that some adverse outcome is probable and have accordingly accrued $5.0 million as of December 31, 20192020 for these matters.

Recent Accounting PronouncementsPronouncements

See Note 2 to the Consolidated Financial Statements included in this Report.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKRISK

Translation and Remeasurement,Remeasurement.  We translate the assets and liabilities of our foreign subsidiaries from their respective functional currencies, primarily the Indian Rupee and the Guyana Dollar, to US dollarsDollars at the appropriate rates as of the balance sheet date. Changes in the carrying value of these assets and liabilities attributable to fluctuations in rates are recognized in foreign currency translation adjustment, a component of accumulated other comprehensive income on our balance sheet. Income statement accounts are translated using the monthly average exchange rates during the year.  

 

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Monetary assets and liabilities denominated in a currency that is different from a reporting entity’s functional currency must first be remeasured from the applicable currency to the legal entity’s functional currency. The effect of this remeasurement process is reported in other income on our income statement.

 

Employee Benefit Plan.Plans. We sponsor pension and other postretirement benefit plans for employees of certain subsidiaries.  Net periodic pension expense is recognized in our income statement. We recognize a pension or other postretirement plan’s funded status as either an asset or liability in our consolidated balance sheet.  Actuarial gains and losses are reported as a component of other comprehensive income and amortized through other income in subsequent periods.

Interest Rate Sensitivity.    As of December 31, 2019,2020, we had $18.7$6.1 million of variable rate debt outstanding, which is subject to fluctuations in interest rates.  Our interest expense may be affected by changes in interest rates.  We believe that a 10% increase in the interest rates on our variable rate debt would have an immaterial impact on our Financial Statements.  We may have additional exposure to fluctuations in interest rates if we again borrow amounts under our revolver loan within our 2019 Credit Facility.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The response to this item is submitted as a separate section to this Report. See “Item 15. Exhibits, Financial Statement Schedules.”

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURESPROCEDURES

Evaluation of Disclosure Controls and ProceduresProcedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2019.2020. Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified inby the Securities and Exchange Commission’s (“SEC”) rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure

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that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2019,2020, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer or persons performing similar functions, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

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statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2019.2020. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013). Based on its assessment, management concluded that, as of December 31, 2019,2020, our internal control over financial reporting was effective based on those criteria.

Our internal control over financial reporting as of December 31, 20192020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears on page F-2

Changes in Internal Control Over Financial Reporting.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 20192020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATIOINFORMATIONN

On July 1, 2016, we and certain of our subsidiaries entered into a $60.0 million loan agreement (the “Viya Debt”) with Rural Telephone Finance Cooperative (“RTFC”). The Viya Debt agreement contains customary representations, warranties and affirmative and negative covenants (including limitations on additional debt, guaranties, sale of assets and liens) and a financial covenant that limits the maximum ratio of indebtedness to annual operating cash flow to 3.5 to 1.0 (the “Net Leverage Ratio”). This covenant is tested on an annual basis at the end of each fiscal year. Interest is paid quarterly at a fixed rate of 4.0% and principal repayment is not required until maturity on July 1, 2026. Prepayment of the Viya Debt may be subject to a fee under certain circumstances. The debt is secured by certain assets of our Viya subsidiaries and is guaranteed by us. Earlier inIn 2018, we began funding the restoration of Viya’s network

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following the Hurricanes through an intercompany loan arrangement which exceeded certain limitations on Viya incurring additional debt. RTFC consented to these intercompany advances and increased the intercompany debt limit to $50.0 million. Subsequent toSubsequently, the end of the second quarter end, RTFC increased the limit to $75.0 million at our request due to an increase in the on-going restoration and resiliency costs. We were not in compliance with the Net Leverage Ratio covenant for the year ending December 31, 20192020 and received a waiver from the RTFC on February 26, 2020.25, 2021.

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PART IIIIII

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information regarding our executive officers is contained in Part I of this Form 10-K under the caption “Information About Our Executive Officers”.

The following table sets forth information regarding our directors as of March 2, 2020:1, 2021:

Name

    

Age

    

Position

Michael T. Prior

 

5556

 

Chairman, President, Chief Executive Officer, and Director

Martin L. Budd

79

Director

Bernard Bulkin

7778

Director

James S. Eisenstein

6162

Director

Richard J. Ganong

5657

Director

John C. Kennedy

5556

Director

Pamela F. Lenehan

68

Director

Liane J. Pelletier

6263

Director

Charles J. Roesslein

7172

Director

Employee Directors

Michael T. Prior is the chairman of the Board of Directors and has been our President and Chief Executive Officer since December 2005 and an officer of the Company since June 2003. He was elected to the Board in May 2008. Previous to joining the Company, Mr. Prior was a partner with Q Advisors LLC, a Denver based investment banking and financial advisory firm focused on the technology and telecommunications sectors.  Mr. Prior began his career as a corporate attorney with Cleary Gottlieb Steen & Hamilton LLP in London and New York.  He received a B.A. degree from Vassar College and a J.D. degree summa cum laude from Brooklyn Law School.  Mr. Prior currently serves on the Board of Directors of the Competitive Carriers Association.  In 2008, Mr. Prior was named Entrepreneur of the Year for the New England Region by Ernst & Young LLP and One of America’s Best CEOs by DeMarche Associates, Inc.

Non-Employee Directors

Martin L. BuddDr. Bernard Bulkin has beenwas elected in March 2016 as a director of ours since May 2007, and is the Chair of our Compensation Committee. He retired as a partner of the law firm of Day, Berry and Howard LLP (now Day Pitney LLP) effective December 31, 2006. Mr. Budd chaired that firm’s Business Law Department and its Business Section and had particular expertise in federal securities laws, merger and acquisition transactions and strategic joint ventures. Mr. Budd is Chairman of the Connecticut Appleseed Center for Law and Justice and has served on the Legal Advisory Board of the National Association of Securities Dealers. He is a member of the Board of Trustees of the Hartford Seminary. Mr. Budd also serves on the Board of the "I Have a Dream" Foundation. Mr. Budd earned his legal degree from the Harvard Law School.

Dr. Bernard Bulkin has been a director of our since March 2016ATN International, Inc. (the “Company”) and is the Chair of our Nominating and Corporate Governance Committee and a member of our Audit Committee. Dr. Bulkin brings particular expertise in the field of renewable energy.energy, and is shareholder director for the ATN renewable energy joint venture, Aragorn Holding Company Two. He held several senior management roles throughout his approximately twenty-year career at British Petroleum, including

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Director of the refining business, Vice President Environmental Affairs, and Chief Scientist, and left BP in 2003. He is currently a Director of K3Solar Ltd., IDSolar Power Ltd,VH-Global Sustainable Energy Opportunities plc (Chairman), and Sustainable Power Ltd,.ARQ, Ltd. Dr. Bulkin has served on the boards of Severn Trent plc, Ludgate Investments Limited, HMN Colmworth Ltd., Chemrec AB and REAC Fuel AB, each a Swedish biofuel technology developer, and Ze-gen Corporation, a renewable energy company, and chaired the boards of two UK public companies: AEA Technology plc (from 2005 until 2009), and Pursuit Dynamics Plc (from 2011 until 2013). Dr. Bulkin served as Chair of the UK Office of Renewable Energy from 2010 until 2013, was a member of the FTSE Environmental Markets Advisory Committee (2010-2017) and has held several other UK government roles in sustainable energy and transport. He earned a B.S. in Chemistry from the Polytechnic Institute of Brooklyn and a Ph.D. in Physical Chemistry from Purdue University. Dr. Bulkin is aEmeritus Professorial Fellow at the University of Cambridge and is the author of Crash Course published in March 2015. (2015) and Solving Chemistry (2019).  He was awarded the Honour of Officer of the Order of the British Empire (OBE) in the 2017 New Year Honours List.

James S. Eisenstein has been a director of ours since October 2019.2019 and is a member of our Compensation Committee and our Nominating and Corporate Governance Committee. He is currently Chairman and Chief Executive Officer of Grupo TorreSur, a Latin American focused wireless tower company. Prior to co-founding Grupo TorreSur, Mr. Eisenstein was Chairman and Chief Executive Officer of Optasite Holding Company, Inc. from 2003 to 2008; Chief Executive Officer of Concourse Communications Group LLC in 2003 and Chief Operating Officer and, later, Chief

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Development Officer of American Tower Corporation, which he co-founded, from 1995 to 2003. Before co-founding American Tower, Mr. Eisenstein was a Partner and Chief Operating Officer of Amaturo Group, Ltd., the owner and operator of radio stations, from 1990 to 1995; was Deputy General Counsel of Home Shopping Network from 1988 to 1990; and an associate at Skadden, Arps, Slate, Meagher and Flom from 1986 to 1988 and at Vinson & Elkins from 1984 to 1986. He is currentlywas Chairman of the Board of Directors of Eaton Towers, Ltd. until the end of 2019, at which time the Company was sold, and was a member of the Board of Directors of CTI Towers, Inc. and Chairmanuntil the end of the Board of Directors of Eaton Towers, Ltd. and2020, at which time that Company was sold. He also served as a director of Nexamp, Inc. from 2011-2016. Mr. Eisenstein is a graduate of Georgetown University and holds an MBAM.B.A. from The Wharton School and a JDJ.D. from the University of Pennsylvania Law School.

Richard J. Ganong has been a director of ours since June 2018 and is a memberthe Chair of our AuditCompensation Committee. Mr. Ganong has more than 25 years of experience in the financial services industry with a focus on venture capital and hedge fund investing. He was a Partner at the Tudor Investment Corporation from 1993 to 2009, an internationally recognized diversified investment management firm, and was a founding General Partner of the Tudor Venture Group which managed a series of funds providing growth capital to private companies in various information technology industries. Mr. Ganong was the Senior Vice President of Development and Alumni Relations at Bowdoin College from 2014 to 2016 and most recently founded Five Pine Partners, where he focuses on advisingan investment and investing in emerging companies in the information technology, consumer and food sectors.advisory boutique. Mr. Ganong also is an emeritus member of the Board of Overseers at The Tuck School at Dartmouth. He is currently a member of the Board of Directors for The Maine Technology Institute, The Gulf of Maine Research Institute, and Wolfe's Neck Center for Agriculture and the Environment, all private entities.a Director at Ethic Bank. Mr. Ganong holds a Bachelor of Arts from Bowdoin College and an MBAM.B.A. from the Tuck School at Dartmouth.

John C. Kennedy has been a director of ours since June 2018 and is a member of our CompensationNominating and Corporate Governance Committee. Mr. Kennedy is the founder and CEO of Platform Science, Inc., an emerging company in the connected vehicle and transportation technology space. Previously, he was the President of Qualcomm Enterprise Services and the President of Qualcomm's Omnitracs Inc.business unit. Mr. Kennedy is a veteran of News Corp., where he served as Executive Vice President of Operations—Digital Media, from 2009 to 2012. From 2007 to 2008 he served as Executive Vice President of Strategy and Corporate Development at Fox Interactive Media and began his career at Fox as a Senior Vice President of Corporate Development at Fox Networks Group, where he was part of the joint Fox/NBC Universal team that created the joint venture now known as "Hulu"“Hulu”. His background includes multiple leadership and strategic roles with technology start-ups, including satellite broadband start-up Teledesic; pioneering online video site Load Media Network, where Mr. Kennedy served as Chief Executive Officer; Leap Wireless, and Wireless Facilities International. He began his business career as a venture capital associate with Idanta Partners. Mr. Kennedy retired as a Commander in the USU.S. Navy Reserves in 2016, after serving as a founding team member of DiUX, the Department of Defense's recently established Silicon Valley presence. HePreviously, he served on the staff of USU.S. Senator John McCain;McCain, was the Aide de Camp to the vice chairmanVice Chairman of the Joint Chiefs of Staff;Staff and wasdeployed as a naval aviator inNaval Flight Officer during the first Gulf War. Mr. Kennedy holds a BSB.S. in Economics and Engineering from the United States Naval Academy and an MBAM.B.A. from the Harvard Business School, and was a Legis Fellow of the Brookings Institution.

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TablePamela F. Lenehan has been a director of Contentsours since June 2020 and is a member of our Audit Committee.  Ms. Lenehan spent more than 20 years in financial services. In June 2002, Ms. Lenehan founded Ridge Hill Consulting, LLC and has served as President since that time. Previously, she served as Chief Financial Officer of Convergent Networks, a high technology start-up and was Senior Vice President, Corporate Development and Treasurer of Oak Industries, a NYSE-listed manufacturer of telecommunications components. She also previously served as a Managing Director in Investment Banking for 14 years at Credit Suisse First Boston and started her career in corporate banking at Chase Manhattan Bank. Ms. Lenehan is also currently a director of New Residential Investment Corp., the Center for Women & Enterprise, the National Association of Corporate Directors New England Chapter, and is co-chair of the Boston Chapter of Women Corporate Directors. Ms. Lenehan previously served on the boards of Monotype Imaging, Civitas Solutions, American Superconductor, Spartech Corporation and Avid Technology. Ms. Lenehan has a B.A. in Mathematical Economics, Cum Laude and with Honors, and a M.A. in Economics from Brown University. She holds an Executive Masters Professional Director Certification, Platinum Level, from the American College of Corporate Directors, a national director education organization, and in 2017 received their Distinguished Director Award.

Liane J. Pelletier has been a director of ours since June 2012, is the Independent Lead Director of our Board of Directors and a member of our Corporate Governance and Compensation Committees.Committee. Ms. Pelletier has over twenty-five years of experience in the telecommunications industry. From October 2003 through April 2011, she served as the Chief Executive Officer and Chairman of Alaska Communications Systems, and prior to that time served as the former Senior Vice President of Corporate Strategy and Business Development for Sprint Corporation. Ms. Pelletier earned her M.S. in Management at

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the Sloan School of Business at the Massachusetts Institute of Technology and a B.A. in Economics, magna cum laude, from Wellesley College. Ms. Pelletier currently serves as Chairman of the Nominating and Corporate Governance Committee and as a member of the Audit Committee of the Board of Expeditors International (EXPD), she serves onInternational; is a board member and committee member of both the Audit and Compensation Committees atof Frontdoor, Inc.(FTDR); and also serves on theis a board member and committee member of the National AssociationNominating and Corporate Governance Committee of Corporate Directors (“NACD”).Switch Inc. Ms. Pelletier is a NACD Board Leadership Fellow and has earned the CERT Certificate in Cybersecurity Oversight from the Software Engineering Institute of Carnegie Mellon.

Charles J. Roesslein has been a director of ours since April 2002 and is the Chair of our Audit Committee. He has been a director of National Instruments Corporation since July 2000 and is the Co-Founder of Austin Tele-Services Partners, LP, a telecommunications provider, for whom he served as Chief Executive Officer from 2004 to January 2016. He is a retired officer of SBC Communications. Mr. Roesslein previously served as Chairman of the Board of Directors, President and Chief Executive Officer of Prodigy Communications Corporation from June of 2000 until December of 2000. He served as President and Chief Executive Officer of SBC-CATV from October 1999 until May 2000, and as President and Chief Executive Officer of SBC Technology Resources from August 1997 to October 1999. Mr. Roesslein holds a BS in Mechanical Engineering from the University of Missouri-Columbia and a master’s degree in Finance from the University of Missouri-Kansas City.

Additional information required by this Item 10 will be set forth in our Definitive Proxy Statement for the 20202021 Annual Meeting of Stockholders (the “2020“2021 Proxy Statement”) and is incorporated herein by reference.

Information regarding our Code of Ethics applicable to our principal executive officer, our principal financial officer, our controller and other senior financial officers appears in Item 1 of this Report under the caption “Business—Available Information.”

ITEM 11. EXECUTIVE COMPENSATION

Information required by this Item 11 will be set forth in our 20202021 Proxy Statement and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by this Item 12 will be set forth in our 20202021 Proxy Statement and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this Item 13 will be set forth in our 20202021 Proxy Statement and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this Item 14 will be set forth in our 20202021 Proxy Statement and is incorporated herein by reference.

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PART IVIV

ITEM 15. EXHIBITS,EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)The following documents are filed as part of this Report:
(1)Financial Statements. See Index to Consolidated Financial Statements, which appears on page F-1 hereof. The financial statements listed in the accompanying Index to Consolidated Financial Statements are filed herewith in response to this Item 15.
(2)Schedule II. Valuation and Qualifying Accounts for the years ended December 31, 2017, 2018, and 2019 which appears on page F-60 hereof.
(3)Exhibits. The exhibits listed below are filed herewith in response to this Item 15.
(1)Financial Statements. See Index to Consolidated Financial Statements, which appears on page F-1 hereof. The financial statements listed in the accompanying Index to Consolidated Financial Statements are filed herewith in response to this Item 15.
(2)Schedule II. Valuation and Qualifying Accounts for the years ended December 31, 2018, 2019, and 2020 which appears on page F-55 hereof.
(3)Exhibits. The exhibits listed below are filed herewith in response to this Item 15.

EXHIBIT INDEX

to Form 10-K for the Year Ended December 31, 20192020

2.1

    

Purchase Agreement, effective as of September 30, 2015, by and among Caribbean Asset Holdings, LLC, National Rural Utilities Cooperative Finance Corporation, ATN VI Holdings, LLC and ATN International, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-12593) for the quarterly period ended September 30, 2015 filed on November 9, 2015).

2.2

Amendment No. 1 to the Purchase Agreement, dated as of July 1, 2016, by and among National Rural Utilities Cooperative Finance Corporation, Caribbean Asset Holdings, LLC, ATN VI Holdings, LLC, and ATN International, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (file No. 001-12593) for the quarterly period ended June 30, 2016 filed on August 9, 2016).

2.3

Transaction Agreement, dated as of October 5, 2015, by and among ATN International, Inc., ATN Caribbean Holdings, Ltd., ATN Bermuda Holdings Ltd., KeyTech Limited and Chancery Holdings Limited (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-12593) filed on October 6, 2015).

2.4

Agreement and Plan of Merger, dated as of December 31, 2020, by and among Alaska Communications Systems Group, Inc., Project 8 Buyer, LLC and Project 8 Mergersub, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-12593) filed on January 4, 2021).

3.1

Restated Certificate of Incorporation of ATN International, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No. 333-62416) filed on June 6, 2001).

3.2

Certificate of Amendment to the Restated Certificate of Incorporation of ATN International, Inc., as filed with the Delaware Secretary of State on August 14, 2006 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-12593) for the quarterly period ended June 30, 2006 filed on August 14, 2006).

3.3

Certificate of Amendment to the Company’s Restated Certificate of Incorporation, filed June 10, 2016 and effective June 21, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s PeriodicCurrent Report on Form 8-K (File No. 001-12593) filed on June 27, 2016).

3.4

Amended and Restated By-Laws, effective as of February 27, 2017 (incorporated by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K (File No. 001-12593) for the year ended December 31, 2018 filed on February 28, 2019).

4.1

**

Description of ATN International, Inc. securities registered pursuant to Section 12 of the Exchange Act.

10.1

*

ATN International, Inc. 1998 Stock Option Plan (as amended May 24, 2007 incorporated by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A (File No. 001-12593) filed on April 30, 2007).

10.2

*

Director’s Remuneration Plan as amended as of November 2, 1999 (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-8 (File No. 333-62416) filed on June 6, 2001).

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10.3

*

Form of Incentive Stock Option Agreement under 1998 Stock Option Plan (incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-8 (File No. 333-62416) filed on June 6, 2001).

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10.4

*

2005 Restricted Stock and Incentive Plan (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-8 (File No. 333-62416) filed on May 24, 2005).

10.5

*

ATN International, Inc. 2008 Equity Incentive Plan, as amended and restated (incorporated by reference to Appendix C of the Definitive Proxy Statement on Schedule 14A (File No. 001-12593) filed on May 2, 2011).

10.6

*

Form of Notice of Grant of Restricted Stock and Restricted Stock Agreement under 2008 Equity Incentive Plan (Non-Employee Directors) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-12593) filed on May 21, 2008).

10.7

*

Form of Notice of Grant of Restricted Stock and Restricted Stock Agreement under 2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001- 12593) filed on May 21, 2008).

10.8

*

Form of Notice of Grant of Incentive Stock Option and Option Agreement under 2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001- 12593) filed on May 21, 2008).

10.9

*

Form of Notice of Grant of Nonqualified Stock Option and Option Agreement under 2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001- 12593) filed on May 21, 2008).

10.10

*

Deferred Compensation Plan for Select Employees of ATN International, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-12593) filed on January 6, 2009).

10.11

Fourth Amended and Restated Credit Agreement dated as of December 19, 2014 by and among the Company, as Borrower, CoBank, ACB, as Administrative Agent, Lead Arranger, Swingline Lender, an Issuing Lender and a Lender, Fifth Third Bank, as a Joint Lead Arranger, MUFG Union Bank, N.A., as a Joint Lead Arranger and an Issuing Lender, the Guarantors named therein and the other Lenders named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-12593) filed on December 23, 2014).

10.12

Amendment, Consent and Confirmation Agreement, dated January 11, 2016, by and among ATN International, Inc., as Borrower, CoBank, ACB, as Administrative Agent, and the Guarantors and other Lenders named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-12593) filed on January 15, 2016).

10.13

Credit Agreement, dated as of March 26, 2020, among Commnet Finance, LLC, as Borrower, Commnet Wireless, LLC, as Originator and Servicer, ATN International, Inc., as Limited Guarantor, CoBank, ACB, as Administrative Agent, Lead Arranger, and Sole Bookrunner, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-12593) filed on April 1, 2020).

10.14

Consent, Release and Confirmation Agreement, entered into as of March 26, 2020, among ATN International, Inc., as Borrower, each of the subsidiaries of ATN International, Inc., identified as guarantors on the signature pages thereto, CoBank, ACB, as Administrative Agent, and each of the financial institutions identified as a Lender on the signature pages thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-12593) filed on April 1, 2020).

10.15

Agreement between the Government of the Co-Operative Republic of Guyana and Atlantic Tele- Network, Inc., dated June 18, 1990 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-12593) for the quarterly period ended March 31, 2006 filed on May 15, 2006).

10.1410.16

Amendment to the Agreement between the Government of the Co-Operative Republic of Guyana and ATN International, Inc., dated November 2, 2012 (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K (File No. 001-12593) for the year ended December 31, 2012 filed on March 18, 2013).

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10.1510.17

Loan Agreement, dated as of July 1, 2016, by and among ATN VI Holdings, LLC, Caribbean Asset Holdings LLC, and Rural Telephone Finance Cooperative (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-12593) for the quarterly period ended June 30, 2016 filed on August 9, 2016).

10.1610.18

Limited Waiver of Net Leverage Ratio dated as of February 27, 2018, between ATN VI Holdings, LLC and the Rural Telephone Finance Cooperative (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K (File No. 001-12593) filed on February 28, 2018).

10.1710.19

Limited Waiver of Net Leverage Ratio dated as of February 25, 2019, between ATN VI Holdings, LLC and the Rural Telephone Finance Cooperative (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K (File No. 001-12593) filed on February 28, 2019)

10.1810.20

**

Limited Waiver of Net Leverage Ratio dated as of February 26, 2020, between ATN VI Holdings, LLC and the Rural Telephone Finance Cooperative (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K (File No. 001-12593) for the year ended December 31, 2019 filed on March 2, 2020)..

10.1910.21

**

Limited Waiver of Net Leverage Ratio dated as of February 25, 2021, between ATN VI Holdings, LLC and the Rural Telephone Finance Cooperative.

10.22

Form of Severance Agreement with Non-CEO Executive Officers (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-12593) filed on March 19, 2019).

10.2010.23

Form of Severance Agreement with Chief Executive Officer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-12593) filed on March 19, 2019).

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10.2110.24

Third Amendment and Confirmation Agreement dated as of April 10, 2019 by and among the Company, as Borrower, CoBank, ACB, as Administrative Agent, the Guarantors named therein and the other Lenders named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-12593) filed on April 16, 2019).

10.2210.25

#

Network Build and Maintenance Agreement, dated as of July 31, 2019, by and between Commnet Wireless, LLC, a wholly owned subsidiary of ATN International, Inc., and AT&T Mobility LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-12593) for the quarterly period ended September 30, 2019 filed on November 8, 2019).

10.2310.26

First Amendment to Network Build and Maintenance Agreement dated as of 6th day of August, 2020 and effective as of the 1st day of July, 2020 by and between Commnet Wireless, LLC and AT&T Mobility LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-12593) filed on November 4, 2020).

10.27

Offer Letter by and between ATN International, Inc. and Brad Martin, dated April 4, 2018. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-12593) filed on April 19, 2018).

10.2410.28

Consent and Waiver between Rural Telephone Finance Cooperative, Caribbean Asset Holdings, LLC and DTR Holdings, LLC, dated May 7, 2018. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-12593) filed on May 9, 2018).

10.2510.29

Form of Restricted Stock Unit Agreement under the 2008 Equity Incentive Plan (Non-Employee Directors) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-12593) filed on May 9, 2018).

10.2610.30

Consent and Waiver between Rural Telephone Finance Cooperative, Caribbean Asset Holdings, LLC and DTR Holdings, LLC, dated August 3, 2018. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-12593) filed on August 8, 2018).

10.2710.31

Purchase and Sale Agreement by and between Ahana Renewables, LLC and CleanCapital Holdco 4, LLC, dated as of September 9, 2018, (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-12593) filed on September 9, 2018).

10.32

Voting Agreement, dated as of December 31, 2020, by and between TAR Holdings, LLC and Project 8 Buyer, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-12593) filed on January 4, 2021).

21

**

Subsidiaries of ATN International, Inc.

23.1

**

Consent of Independent Registered Public Accounting Firm—PricewaterhouseCoopers LLP.

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31.1

**

Certification of Principal Executive Officer pursuant to Rule 13a- 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Rule 302 of the Sarbanes-Oxley Act of 2002.

31.2

**

Certification of Principal Financial Officer pursuant to Rule 13a- 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Rule 302 of the Sarbanes-Oxley Act of 2002.

32.1

***

Certification of Principal Executive Officer pursuant to 18 USC. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

***

Certification of Principal Financial Officer pursuant to 18 USC. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

**

Inline XBRL Taxonomy Extension Schema Document

101.CAL

**

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

**

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

**

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

**

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data file (formatted as Inline XBRL and embedded within Exhibit 101).

*

Management contract or compensatory plan or arrangement.

**

Filed herewith.

***

The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Report and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the company specifically incorporates it by reference.

# Portions of this exhibit (indicated by asterisks) have been omitted in accordance with the rules of the Securities and Exchange Commission.

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ITEM 16. FORM 10-K SUMMARYSUMMARY

None

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SIGNATURESSIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Beverly, Massachusetts on the 21ndst day of March, 2020.2021.

ATN International, Inc.

    

By:

/s/ Michael T. Prior

Michael T. Prior

Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 21ndst day of March, 2020.2021.

Signature

    

Title

/s/ Michael T. Prior

Chairman, President and Chief Executive Officer

Michael T. Prior

(Principal Executive Officer)

/s/ Justin D. Benincasa

Chief Financial Officer

Justin D. Benincasa

(Principal Financial and Accounting Officer)

/s/ Martin L. Budd

Director

Martin L. Budd

/s/ Bernard J. Bulkin

Director

Bernard J. Bulkin

/s/ James S. Eisenstein

Director

James S. Eisenstein

/s/ Richard J. Ganong

Director

Richard J. Ganong

/s/ John C. Kennedy

Director

John C. Kennedy

/s/ Pamela F. Lenehan

Director

Pamela F. Lenehan

/s/ Liane J. Pelletier

Director

Liane J. Pelletier

/s/ Charles J. Roesslein

Director

Charles J. Roesslein

8277

Table of Contents

ATN INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

December 31, 2020, 2019 2018 and 20172018

INDEX

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

F-2

FINANCIAL STATEMENTS

Consolidated Balance Sheets—December 31, 20192020 and 20182019

F-5

Consolidated Income Statements for the Years Ended December 31, 2020, 2019 2018 and 20172018

F-6

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019 2018 and 20172018

F-7

Consolidated Statements of Equity for the Years Ended December 31, 2020, 2019 2018 and 20172018

F-8

Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 2018 and 20172018

F-9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F-10

FINANCIAL STATEMENT SCHEDULE

Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2020, 2019 2018 and 20172018

F-54F-57

F-1

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of ATN International, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of ATN International, Inc. and its subsidiaries (the “Company”) as of December 31, 20192020 and 2018,2019, and the related consolidated statements of income, of comprehensive income, of equity, and of cash flows for each of the three years in the period ended December 31, 2019,2020, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2019,2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20192020 and 2018,2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20192020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 20192020, based on criteria established in Internal Control - Integrated Framework(2013)issued by the COSO.

Changes in Accounting Principles

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019 and the manner in which it accounts for revenues from contracts with customers in 2018.2019.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management'sManagement’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

F-2

Table of Contents

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinionsopinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessment for Viya Reporting Unit

As described in Notes 2 and 98 to the consolidated financial statements, the Company’s consolidated goodwill balance was $60.7 million as of December 31, 2019,2020, and the goodwill balance associated with the Viya Reporting Unit was $20.6 million. Management tests goodwill for impairment at each of the reporting units on an annual basis, which has been determined to be as of October 1st.1st, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired. If the carrying value of the reporting unit, including goodwill, exceeds the fair value of the reporting unit an impairment charge is recorded equal to the excess, but not more than the total amount of goodwill allocated to the reporting unit. Management determines the fair value of the Viya Reporting Unit using the income approach. The income approach is based on a discounted cash flow model. The discounted cash flow model requires the exercise of significant judgment, including judgments and assumptions about appropriate discount rates and revenue growth.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Viya Reporting Unit is a critical audit matter are there was(i) the significant judgment by management when developing the fair value measurement of the reporting unit. This in turn led tounit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluateand evaluating management’s cash flow projections and significant assumptions includingrelated to revenue growth and the discount rate. In addition,rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Company’sViya reporting units.unit. These procedures also included, among others, testing management’s process for developing the fair value estimate;estimate of the Viya reporting unit; evaluating the appropriateness of the discounted cash flow model; testing the completeness and accuracy of the underlying data used in the model; and evaluating the reasonableness of significant assumptions used by

F-3

Table of Contents

assumptions used by management includingrelated to revenue growth and the discount rate. Evaluating the reasonableness of management’s significant assumptions related to revenue growth involved evaluating whether the assumptionassumptions used by management were reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow model and certain significant assumptions, including the discount rate.

rate assumption.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

March 2, 20201, 2021

We have served as the Company’s auditor since 2002.

F-4

Table of Contents

ATN INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 20192020 and 20182019

(In Thousands, Except Share Data)

December 31, 

December 31, 

    

2019

    

2018

ASSETS

Current Assets:

Cash and cash equivalents

$

161,287

$

191,836

Restricted cash

 

1,071

 

1,071

Short-term investments

 

416

 

393

Accounts receivable, net of allowances of $12.7 million and $16.5 million, respectively

 

35,904

 

38,305

Inventory, materials and supplies

 

5,253

 

6,305

Prepayments and other current assets

 

24,792

 

37,855

Total current assets

 

228,723

 

275,765

Fixed Assets:

Property, plant and equipment

 

1,237,555

 

1,188,916

Less accumulated depreciation

 

(631,974)

 

(562,064)

Net fixed assets

 

605,581

 

626,852

Telecommunication licenses, net

 

93,686

 

93,686

Goodwill

 

60,691

 

63,970

Customer relationships, net

 

7,441

 

9,323

Operating lease right-of-use assets

 

68,763

 

Other assets

 

65,841

 

37,708

Total assets

$

1,130,726

$

1,107,304

LIABILITIES AND EQUITY

Current Liabilities:

Current portion of long-term debt

$

3,750

$

4,688

Accounts payable and accrued liabilities

 

74,093

 

80,873

Dividends payable

 

2,721

 

2,720

Accrued taxes

 

8,517

 

31,795

Current portion of operating lease liabilities

11,406

Advance payments and deposits

 

19,182

 

20,574

Total current liabilities

 

119,669

 

140,650

Deferred income taxes

 

8,680

 

10,276

Operating lease liabilities, excluding current portion

56,164

Other liabilities

 

57,454

 

46,760

Long-term debt, excluding current portion

 

82,676

 

86,294

Total liabilities

 

324,643

 

283,980

Commitments and contingencies (Note 15)

ATN International, Inc. Stockholders’ Equity:

Preferred stock, $0.01 par value per share; 10,000,000 shares authorized, NaN issued and outstanding

 

 

Common stock, $0.01 par value per share; 50,000,000 shares authorized; 17,324,858 and 17,274,215 shares issued, respectively, 16,001,937 and 16,002,699 shares outstanding, respectively

 

172

 

172

Treasury stock, at cost; 1,322,922 and 1,271,516 shares, respectively

 

(51,129)

 

(48,547)

Additional paid-in capital

 

188,471

 

181,778

Retained earnings

 

541,890

 

563,593

Accumulated other comprehensive income

 

(3,282)

 

(1,609)

Total ATN International, Inc. stockholders’ equity

 

676,122

 

695,387

Non-controlling interests

 

129,961

 

127,937

Total equity

 

806,083

 

823,324

Total liabilities and equity

$

1,130,726

$

1,107,304

December 31, 

December 31, 

    

2020

    

2019

ASSETS

Current Assets:

Cash and cash equivalents

$

103,925

$

161,287

Restricted cash

 

1,072

 

1,071

Short-term investments

 

 

416

Accounts receivable, net of allowances for credit losses of $12.1 million and $12.7 million, respectively

 

45,379

 

35,904

Inventory, materials and supplies

 

5,504

 

5,253

Prepayments and other current assets

 

49,450

 

24,792

Assets held for sale

34,735

Total current assets

 

240,065

 

228,723

Fixed Assets:

Property, plant and equipment

 

1,252,780

 

1,237,555

Less accumulated depreciation

 

(716,318)

 

(631,974)

Net fixed assets

 

536,462

 

605,581

Telecommunication licenses, net

 

114,083

 

93,686

Goodwill

 

60,691

 

60,691

Customer relationships, net

 

5,913

 

7,441

Operating lease right-of-use assets

 

63,235

 

68,763

Other assets

 

63,262

 

65,841

Total assets

$

1,083,711

$

1,130,726

LIABILITIES AND EQUITY

Current Liabilities:

Current portion of long-term debt

$

3,750

$

3,750

Accounts payable and accrued liabilities

 

96,205

 

74,093

Dividends payable

 

2,703

 

2,721

Accrued taxes

 

7,501

 

8,517

Current portion of lease liabilities

12,371

11,406

Advance payments and deposits

 

24,681

 

19,182

Liabilities held for sale

 

717

 

Total current liabilities

 

147,928

 

119,669

Deferred income taxes

 

10,675

 

8,680

Lease liabilities, excluding current portion

51,082

56,164

Other liabilities

 

50,617

 

57,454

Long-term debt, excluding current portion

 

69,073

 

82,676

Total liabilities

 

329,375

 

324,643

Commitments and contingencies (Note 14)

ATN International, Inc. Stockholders’ Equity:

Preferred stock, $0.01 par value per share; 10,000,000 shares authorized, NaN issued and outstanding

 

 

Common stock, $0.01 par value per share; 50,000,000 shares authorized; 17,383,898 and 17,324,858 shares issued, respectively, 15,898,477 and 16,001,937 shares outstanding, respectively

 

172

 

172

Treasury stock, at cost; 1,485,421 and 1,322,921 shares, respectively

 

(59,456)

 

(51,129)

Additional paid-in capital

 

187,754

 

188,471

Retained earnings

 

516,901

 

541,890

Accumulated other comprehensive income

 

278

 

(3,282)

Total ATN International, Inc. stockholders’ equity

 

645,649

 

676,122

Non-controlling interests

 

108,687

 

129,961

Total equity

 

754,336

 

806,083

Total liabilities and equity

$

1,083,711

$

1,130,726

The accompanying notes are an integral part of these consolidated financial statements.

F-5

Table of Contents

ATN INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENTSSTATEMENTS

For the Years Ended December 31, 2020, 2019 2018 and 20172018

(In Thousands, Except Per Share Data)

December 31, 

 

2019

    

2018

    

2017

 

REVENUE:

Wireless

$

193,488

$

198,824

$

232,501

Wireline

 

239,700

 

230,225

 

227,827

Renewable energy

 

5,534

 

22,158

 

20,865

Total revenue

 

438,722

 

451,207

 

481,193

OPERATING EXPENSES (excluding depreciation and amortization unless otherwise indicated):

Termination and access fees

 

112,943

 

114,478

 

120,624

Engineering and operations

 

77,649

 

73,031

 

74,614

Sales, marketing and customer service

 

38,730

 

35,207

 

35,184

General and administrative

 

100,534

 

104,267

 

102,294

Transaction-related charges

 

244

 

2,642

 

1,009

Restructuring charges

515

1,169

Depreciation and amortization

 

89,125

 

85,719

 

86,934

Goodwill impairment

3,279

(Gain) loss on disposition of long-lived assets

2,841

(26,425)

101

Loss on damaged assets and other hurricane related charges, net of insurance recovery

 

 

750

 

3,956

Total operating expenses

 

425,345

 

390,184

 

425,885

Income from operations

 

13,377

 

61,023

 

55,308

OTHER INCOME (EXPENSE)

Interest income

2,263

1,811

1,613

Interest expense

 

(5,010)

 

(7,973)

 

(8,838)

Loss on deconsolidation of subsidiary

(529)

Other expenses

 

(4,558)

 

(1,119)

 

(1)

Other income (expense), net

 

(7,305)

 

(7,281)

 

(7,755)

INCOME BEFORE INCOME TAXES

 

6,072

 

53,742

 

47,553

Income tax provisions

 

4,105

 

18,870

 

(1,341)

NET INCOME

 

1,967

 

34,872

 

48,894

Net income attributable to non-controlling interests, net of tax expense of $1.3 million, $1.5 million and $1.0 million, respectively.

 

(12,773)

 

(15,057)

 

(17,406)

NET INCOME (LOSS) ATTRIBUTABLE TO ATN INTERNATIONAL, INC. STOCKHOLDERS

$

(10,806)

$

19,815

$

31,488

NET INCOME (LOSS) PER WEIGHTED AVERAGE SHARE ATTRIBUTABLE TO ATN INTERNATIONAL, INC. STOCKHOLDERS:

Basic

(0.68)

 

1.24

 

1.95

Diluted

(0.68)

 

1.24

 

1.94

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

Basic

 

15,983

 

15,988

 

16,138

Diluted

 

15,983

 

16,042

 

16,210

DIVIDENDS PER SHARE APPLICABLE TO COMMON STOCK

$

0.68

$

0.68

$

1.02

December 31, 

 

2020

    

2019

    

2018

 

REVENUE:

Communication services

$

433,509

$

428,108

$

425,323

Other

 

21,935

 

10,614

 

25,884

Total revenue

 

455,444

 

438,722

 

451,207

OPERATING EXPENSES (excluding depreciation and amortization unless otherwise indicated):

Termination and access fees

 

111,763

 

112,943

 

114,478

Construction costs

10,616

Engineering and operations

 

73,350

 

77,649

73,031

Sales, marketing and customer service

 

37,557

 

38,730

 

35,207

General and administrative

 

101,454

 

100,534

 

104,267

Transaction-related charges

 

1,641

 

244

 

2,642

Restructuring charges

515

Depreciation and amortization

 

88,311

 

89,125

 

85,719

Goodwill impairment

3,279

(Gain) Loss on disposition of long-lived assets

21,572

2,841

(26,425)

Loss on damaged assets and other hurricane related charges, net of insurance recovery

750

Total operating expenses

 

446,264

 

425,345

 

390,184

Income from operations

 

9,180

 

13,377

 

61,023

OTHER INCOME (EXPENSE)

Interest income

421

2,263

1,811

Interest expense

 

(5,347)

 

(5,010)

 

(7,973)

Other income (expense)

 

(4,161)

 

(4,558)

 

(1,119)

Other income (expense), net

 

(9,087)

 

(7,305)

 

(7,281)

INCOME BEFORE INCOME TAXES

 

93

 

6,072

 

53,742

Income tax provisions

 

801

 

4,105

 

18,870

NET INCOME

 

(708)

 

1,967

 

34,872

Net income attributable to non-controlling interests, net of tax expense of $1.1 million, $1.3 million, and $1.5 million, respectively.

 

(13,414)

 

(12,773)

 

(15,057)

NET INCOME (LOSS) ATTRIBUTABLE TO ATN INTERNATIONAL, INC. STOCKHOLDERS

$

(14,122)

$

(10,806)

$

19,815

NET INCOME (LOSS) PER WEIGHTED AVERAGE SHARE ATTRIBUTABLE TO ATN INTERNATIONAL, INC. STOCKHOLDERS:

Basic

$

(0.89)

$

(0.68)

$

1.24

Diluted

$

(0.89)

$

(0.68)

$

1.24

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

Basic

 

15,923

 

15,983

 

15,988

Diluted

 

15,923

 

15,983

 

16,042

DIVIDENDS PER SHARE APPLICABLE TO COMMON STOCK

$

0.68

$

0.68

$

0.68

The accompanying notes are an integral part of these consolidated financial statements.

F-6

Table of Contents

ATN INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Years Ended December 31, 2020, 2019, 2018, and 20172018

(in thousands)

Year Ended December 31,

Year Ended December 31,

 

2019

    

2018

2017

2020

2019

    

2018

Net income

$

1,967

$

34,872

$

48,894

$

(708)

$

1,967

$

34,872

Other comprehensive income (loss):

Foreign currency translation adjustment

 

(1,041)

 

(4,390)

 

1,265

 

37

 

(1,041)

 

(4,390)

Reclassifications of gains on sale of marketable securities to net income

(1,044)

Unrealized gain (loss) on derivatives

(187)

78

440

(101)

(187)

78

Projected pension benefit obligation, net of tax expense of $0.1 million, $0.6 million and $0.7 million, respectively

 

(445)

 

(840)

 

1,357

Reclassification of foreign currency losses on assets held for sale

6,036

Projected pension and postretirement benefit obligations, net of tax expense of $0.1 million, $0.1 million and $0.6 million, respectively

(2,412)

(445)

(840)

Other comprehensive income (loss), net of tax

 

(1,673)

 

(5,152)

 

2,018

 

3,560

 

(1,673)

 

(5,152)

Comprehensive income

 

294

 

29,720

 

50,912

 

2,852

 

294

 

29,720

Less: Comprehensive income attributable to non-controlling interests

 

(12,773)

 

(15,057)

 

(17,406)

 

(13,414)

 

(12,773)

 

(15,057)

Comprehensive income (loss) attributable to ATN International, Inc.

$

(12,479)

$

14,663

$

33,506

$

(10,562)

$

(12,479)

$

14,663

The accompanying notes are an integral part of these consolidated financial statements.

F-7

Table of Contents

ATN INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

For the Years Ended December 31, 2020, 2019, 2018, and 20172018

(In Thousands, Except Share Data)

    

    

    

    

    

Accumulated

    

Total

    

    

Treasury

Additional

Other

ATNI

Non-

Common

Stock,

Paid In

Retained

Comprehensive

Stockholders’

Controlling

Total

Stock

at cost

Capital

Earnings

Income/(Loss)

Equity

Interests

Equity

 

Balance, December 31, 2018

$

172

$

(48,547)

$

181,778

$

563,593

$

(1,609)

$

695,387

$

127,937

$

823,324

Issuance of 17,000 shares of common stock upon exercise of stock options

 

771

771

771

Purchase of 45,807 shares of common stock

 

(2,582)

(2,582)

(2,582)

Stock-based compensation

 

5,922

5,922

462

6,384

Dividends declared on common stock ($0.68 per common share)

 

(10,897)

(10,897)

(7,195)

(18,092)

Repurchase of non-controlling interests

(4,504)

(4,504)

Investments made by minority shareholders in consolidated affiliates

488

488

Comprehensive income:

Net income (loss)

 

(10,806)

(10,806)

12,773

1,967

Other comprehensive income

 

(1,673)

(1,673)

(1,673)

Total comprehensive income (loss)

 

(12,479)

 

12,773

 

294

Balance, December 31, 2019

$

172

$

(51,129)

$

188,471

$

541,890

$

(3,282)

$

676,122

$

129,961

$

806,083

Balance, December 31, 2017

$

170

$

(36,110)

$

167,973

$

552,948

$

3,746

$

688,727

$

141,496

$

830,223

Issuance of restricted shares of common stock

2

2

2

Issuance of 158,021 shares of common stock upon exercise of stock options

 

6,319

6,319

6,319

Purchase of 171,907 shares of common stock

 

(12,437)

(12,437)

(12,437)

Stock-based compensation

 

6,420

6,420

6,420

Dividends declared on common stock ($0.68 per common share)

 

(10,863)

(10,863)

(19,033)

(29,896)

Repurchase of non-controlling interests

1,066

1,066

(10,729)

(9,663)

Cumulative effect adjustment due to adoption of new accounting pronouncements

1,693

(203)

1,490

1,146

2,636

Comprehensive income:

Net income

 

19,815

19,815

15,057

34,872

Other comprehensive loss

 

(5,152)

(5,152)

(5,152)

Total comprehensive income

 

14,663

 

15,057

 

29,720

Balance, December 31, 2018

$

172

$

(48,547)

$

181,778

$

563,593

$

(1,609)

$

695,387

$

127,937

$

823,324

Balance, December 31, 2016

$

169

$

(23,127)

$

160,176

$

538,109

$

1,728

$

677,055

$

132,114

$

809,169

Issuance of restricted shares of common stock

1

1

1

Issuance of 158,021 shares of common stock upon exercise of stock options

 

1,156

1,156

1,156

Purchase of 171,907 shares of common stock

 

(12,983)

(12,983)

(12,983)

Stock-based compensation

 

6,970

6,970

6,970

Dividends declared on common stock ($1.02 per common share)

 

(16,465)

(16,465)

(7,318)

(23,783)

Investments made by minority shareholders

 

123

123

Deconsolidation of subsidiary

 

529

529

Repurchase of non-controlling interests

(670)

(670)

(1,356)

(2,026)

Cumulative effect adjustment due to adoption of new accounting pronouncements

341

(186)

155

155

Comprehensive income:

Net income

 

31,490

31,490

17,404

48,894

Other comprehensive loss

 

2,018

2,018

2,018

Total comprehensive income

 

33,508

 

17,404

 

50,912

Balance, December 31, 2017

$

170

$

(36,110)

$

167,973

$

552,948

$

3,746

$

688,727

$

141,496

$

830,223

    

    

    

    

    

Accumulated

    

Total

    

    

Treasury

Additional

Other

ATNI

Non-

Common

Stock,

Paid In

Retained

Comprehensive

Stockholders’

Controlling

Total

Stock

at cost

Capital

Earnings

Income/(Loss)

Equity

Interests

Equity

 

Balance, December 31, 2019

$

172

$

(51,129)

$

188,471

$

541,890

$

(3,282)

$

676,122

$

129,961

$

806,083

Purchase of 161,500 shares of common stock

 

(8,327)

(8,327)

(8,327)

Stock-based compensation

 

5,603

5,603

309

5,912

Dividends declared on common stock ($0.68 per common share)

 

(10,867)

(10,867)

(10,867)

Distributions to non-controlling interests

 

(12,378)

(12,378)

Investments made by minority shareholders

 

(1,300)

(1,300)

1,300

Repurchase of non-controlling interests

(5,020)

(5,020)

(23,919)

(28,939)

Comprehensive income:

Net income

 

(14,122)

(14,122)

13,414

(708)

Other comprehensive loss

 

3,560

3,560

3,560

Total comprehensive income

 

(10,562)

 

13,414

 

2,852

Balance, December 31, 2020

$

172

$

(59,456)

$

187,754

$

516,901

$

278

$

645,649

$

108,687

$

754,336

Balance, December 31, 2018

$

172

$

(48,547)

$

181,778

$

563,593

$

(1,609)

$

695,387

$

127,937

$

823,324

Issuance of 17,000 shares of common stock upon exercise of stock options

 

771

771

771

Purchase of 45,807 shares of common stock

 

(2,582)

(2,582)

(2,582)

Stock-based compensation

 

5,922

5,922

462

6,384

Dividends declared on common stock ($0.68 per common share)

 

(10,897)

(10,897)

(10,897)

Distributions to non-controlling interests

 

(7,195)

(7,195)

Repurchase of non-controlling interests

(4,504)

(4,504)

Investments made by minority shareholders in consolidated affiliates

488

488

Comprehensive income (loss):

Net income (loss)

 

(10,806)

(10,806)

12,773

1,967

Other comprehensive income

 

(1,673)

(1,673)

(1,673)

Total comprehensive income (loss)

 

(12,479)

 

12,773

 

294

Balance, December 31, 2019

$

172

$

(51,129)

$

188,471

$

541,890

$

(3,282)

$

676,122

$

129,961

$

806,083

Balance, December 31, 2017

$

170

$

(36,110)

$

167,973

$

552,948

$

3,746

$

688,727

$

141,496

$

830,223

Issuance of restricted shares of common stock

2

2

2

Issuance of 158,021 shares of common stock upon exercise of stock options

 

6,319

6,319

6,319

Purchase of 171,907 shares of common stock

 

(12,437)

(12,437)

(12,437)

Stock-based compensation

 

6,420

6,420

6,420

Dividends declared on common stock ($0.68 per common share)

 

���

(10,863)

(10,863)

(10,863)

Distributions to non-controlling interests

(19,033)

(19,033)

Repurchase of non-controlling interests

1,066

1,066

(10,729)

(9,663)

Cumulative effect adjustment due to adoption of new accounting pronouncements

1,693

(203)

1,490

1,146

2,636

Comprehensive income:

Net income

 

19,815

19,815

15,057

34,872

Other comprehensive loss

 

(5,152)

(5,152)

(5,152)

Total comprehensive income

 

14,663

 

15,057

 

29,720

Balance, December 31, 2018

$

172

$

(48,547)

$

181,778

$

563,593

$

(1,609)

$

695,387

$

127,937

$

823,324

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

ATN INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2020, 2019 2018 and 20172018

(In Thousands)

Year Ended December 31,

Year Ended December 31,

2019

    

2018

    

2017

2020

    

2019

    

2018

Cash flows from operating activities:

Net income

$

1,967

$

34,872

$

48,894

$

(708)

$

1,967

$

34,872

Adjustments to reconcile net income to net cash flows provided by operating activities:

Depreciation and amortization

89,125

 

85,719

 

86,934

88,311

 

89,125

 

85,719

Provision for doubtful accounts

5,816

 

5,134

 

3,993

5,010

 

5,816

 

5,134

Amortization of debt discount and debt issuance costs

542

 

763

 

670

530

 

542

 

763

Stock-based compensation

6,384

 

6,420

 

6,977

5,912

 

6,384

 

6,420

Deferred income taxes

(2,192)

 

(23,242)

 

(13,505)

(7,317)

 

(2,192)

 

(23,242)

Loss on equity investments

4,724

2,033

3,427

4,724

(Gain) loss on disposition of long-lived assets

2,841

(26,425)

101

21,572

2,841

(26,425)

Goodwill impairment

3,279

3,279

Loss on damaged assets from Hurricanes

35,443

Insurance recovery related to hurricane claims

(34,606)

Unrealized loss on foreign currency

362

1,342

(1,209)

357

362

1,342

Gain on sale of investments

(826)

Loss on deconsolidation of subsidiary

529

Other non-cash activity

(42)

308

424

(42)

308

Changes in operating assets and liabilities, excluding the effects of acquisitions and dispositions:

Accounts receivable

(3,511)

 

(1,682)

(4,074)

(17,774)

 

(3,511)

(1,682)

Materials and supplies, prepayments, and other current assets

(1,613)

 

5,924

1,002

(18,624)

 

(1,613)

5,924

Prepaid income taxes

4,581

 

3,147

996

2,218

 

4,581

3,147

Accounts payable and accrued liabilities, advance payments and deposits and other current liabilities

(2,536)

 

(7,044)

4,649

12,597

 

(2,536)

(7,044)

Accrued taxes

(19,053)

 

29,089

(1,385)

799

 

(19,053)

29,089

Other assets

(5,711)

(238)

4,102

(8,790)

(5,711)

(238)

Other liabilities

2,940

 

1,778

4,583

(1,236)

 

2,940

1,778

Net cash provided by operating activities

 

87,903

 

115,865

 

145,725

 

86,284

 

87,903

 

115,865

Cash flows from investing activities:

Capital expenditures

 

(72,602)

 

(105,769)

(133,786)

 

(75,323)

 

(72,602)

(105,769)

Hurricane rebuild capital expenditures

(123)

(80,152)

(8,585)

(123)

(80,152)

Hurricane insurance proceeds

34,606

34,606

Receipt of government grants

3,140

5,400

16,316

3,140

5,400

Acquisition of business, net of acquired cash of $0.0 million

(1,183)

Purchase of spectrum licenses and other intangible assets, including deposits

(36,832)

Divestiture of businesses, net of transferred cash of $0.0 million, $11.5 million, and $2.1 million, respectively

 

6,572

 

48,270

22,381

Divestiture of businesses, net of transferred cash of $0.0 million, $0.0 million, and $11.5 million, respectively

6,572

48,270

Purchase of spectrum; including deposits

(20,396)

Purchases of strategic investments

(25,362)

(3,000)

(18,107)

(2,768)

(25,362)

(3,000)

Proceeds from strategic investments

11,969

Purchase of short-term investments

(8,028)

(138)

(116)

(8,028)

(138)

Proceeds from disposition of long-lived assets

6,900

Proceeds from sale of short-term investments

8,141

6,564

3,794

120

8,141

6,564

Proceeds from disposition of long-lived assets

6,900

Net cash used in investing activities

 

(88,262)

 

(87,319)

 

(172,318)

 

(70,198)

 

(88,262)

 

(87,319)

Cash flows from financing activities:

Dividends paid on common stock

 

(10,880)

 

(10,866)

(19,227)

 

(10,891)

 

(10,880)

(10,866)

Proceeds from new borrowings

8,571

Distributions to non-controlling interests

 

(7,161)

 

(18,780)

(6,858)

 

(10,368)

 

(7,161)

(18,780)

Payment of debt issuance costs

 

(1,340)

 

(326)

 

(1,096)

 

(1,340)

Acquisition of business, net of acquired cash of $0.0 million

 

 

(1,178)

Principal repayments of term loan

 

(4,700)

 

(9,795)

(9,355)

 

(13,751)

 

(4,700)

(9,795)

Proceeds from stock option exercises

72

1,030

72

Stock-based compensation share repurchases

 

(1,649)

 

(4,622)

(2,220)

Purchases of common stock- share repurchase plan

(162)

(1,576)

(10,635)

Purchases of common stock – stock-based compensation

 

(1,733)

 

(1,649)

(4,622)

Purchases of common stock – share repurchase plan

(6,589)

(162)

(1,576)

Repurchases of non-controlling interests

(4,504)

(9,663)

(2,025)

(28,939)

(4,504)

(9,663)

Investments made by minority shareholders in consolidated affiliates

 

488

 

122

 

 

488

Net cash used in financing activities

 

(29,908)

 

(55,230)

 

(42,101)

 

(73,367)

 

(29,908)

 

(55,230)

Effect of foreign currency exchange rates on cash and cash equivalents

 

(282)

 

(299)

 

226

 

(80)

 

(282)

 

(299)

Net change in cash, cash equivalents, and restricted cash

 

(30,549)

 

(26,983)

 

(68,468)

 

(57,361)

 

(30,549)

 

(26,983)

Total cash, cash equivalents, and restricted cash, beginning of period

 

192,907

 

219,890

 

288,358

 

162,358

 

192,907

 

219,890

Total cash, cash equivalents, and restricted cash, end of period

$

162,358

$

192,907

$

219,890

$

104,997

$

162,358

$

192,907

Supplemental cash flow information:

Interest paid

$

4,554

$

7,235

$

7,411

$

4,829

$

4,554

$

7,235

Taxes paid

$

30,411

$

12,486

$

13,685

$

6,117

$

30,411

$

12,486

Dividends declared, not paid

$

2,721

$

2,720

$

2,724

$

2,703

$

2,721

$

2,720

Noncash investing activity:

Transfer from inventory, materials and supplies to property, plant and equipment

$

$

6,708

$

Transfer (to) from operating activities to property, plant and equipment

$

(1,219)

$

$

6,708

Purchases of property, plant and equipment included in accounts payable and accrued expenses

$

11,668

$

12,877

$

19,466

$

21,746

$

11,668

$

12,877

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

1. ORGANIZATION AND BUSINESS OPERATIONSOPERATIONS

The Company strives to be a leading platform for the operation of, and investment in, smaller and specialty market communications services and technology companies. The Company ishas a long track record of delivering critical infrastructure-based solutions to underserved markets. The Company’s majority-owned operating subsidiaries provide facilities-based communications services, along with related information technology solutions in the United States, Bermuda, and the Caribbean. The Company also has non-controlling investments in several communications and technology companies, and it continues to consider opportunities to make controlling and minority investments in businesses that it believes have the potential for generating substantial and relatively steady cash flows over extended periods of time or have technologies or business models that might prove valuable to the Company’s main operating subsidiaries or create significant longer term growth potential for the Company as a whole.

At the holding company that, directlylevel, the Company oversees the allocation of capital within and throughamong its subsidiaries, ownsaffiliates, minority investments, and operates telecommunications businesses in North America,stockholders. The Company also has developed significant operational expertise and resources that it uses to augment the Caribbeancapabilities of its individual operating subsidiaries. Over the past ten years, the Company has built a platform of resources and Bermuda as well asexpertise to support its operating subsidiaries and to improve their quality of service, and customer acquisition, retention, and satisfaction while maintaining optimal operating efficiencies. The Company has a renewable energy business in India. number of shared service functions, including billing, network and engineering and customer service, and the parent company also employs personnel with specialized skills that provide greater economies of scale and expertise than would typically be available at the operating subsidiary level.

The Company was incorporated in Delaware in 1987, began trading publicly in 1991 and spun off more than a half of its operations to stockholders in 1998. Since The Company actively evaluates potential acquisitions, investment opportunities and other strategic transactions, both domestic and international, that time, it believes has the potential for generating steady excess cash flows over extended periods of time. In addition, the Company considers non-controlling investments in earlier stage businesses that it considers strategically relevant, and which may offer long-term growth potential for us, either individually, or as research and development businesses that can support the Company’s operating subsidiaries in new technology, product, and service development and offerings. The Company has engaged in many strategic acquisitions and investments to help grow used the cash generated from its operations, using the cash generated from its established operating units, and any asset sales, to re-invest in its existing businesses,, to make strategic investments in additional businesses, and to return cash to the Company’s investors. The Company has built,provides management, technical, financial, regulatory, and seeksmarketing services to maintain, resourcesits subsidiaries and typically receive a management fee equal to supporta percentage of their revenues, which is eliminated in consolidation. For further information about the Company’s financial segments and geographical information about its operating subsidiariesrevenues and assets, see Notes 1 and 15 to improve their customer acquisition, retention, and satisfaction while maintaining optimal operating efficiencies. The Company looks for businesses that offer growth opportunities or potential strategic benefits, butrequire additional capital investment the Consolidated Financial Statements included in order to execute on their business plans. The Company holds controlling positions with respect to some of its investments and non- controlling positions in others. The Company investments in earlier stage businessesfrequently offer a product and service development component in addition to the prospect of generating returns on its invested capital.this Report.

TheThrough December 31, 2020, the Company hashad identified 3 operating segments to manage and review its operations and to facilitate investor presentations of its results. Those 3 operating segments are as follows:

International Telecom. TheBusinesses contained in the Company’s international wirelesstelecom segment offer a mix of fixed data, internet and voice services include voice and data(“Fixed”) as well as retail mobility (“Mobility”) services to retail customers in Bermuda, Guyana and the US Virgin Islands. The Company’s international wireline services include voice and data services in Bermuda, the Cayman Islands, Guyana and the US Virgin Islands, as well asIslands. The Company offers fixed video services in Bermuda, the Cayman Islands, and the US Virgin Islands. In addition, the Company offersIslands and managed information technology services (“Managed Services”) to commercialenterprise customers and provide wholesale long-distance voicein all its markets. The Company also offers services to other telecommunications carrierstelecom providers (“Carrier Services”), such as international long-distance, transport and access services, and roaming from such telecom providers’ customers traveling in the countries in which it offer international wireline servicesits network service areas.

US Telecom. In the United States, primarily in the Southwest, the Company offers wireless and wireline services. The Company offersCarrier Services, including wholesale wireless voice and data roaming services, and leasethe leasing of critical network infrastructure such as towers and transport facilities, to national, regional, local and selected international wireless carriers in rural markets located principally in the Southwest United States.site maintenance. The Company also provide consumerprovides Fixed, Mobility, and Managed Services to its retail and enterprise mobilecustomers, and fixed telecommunications services in certain areas where it offers those wholesale services and wholesale long-distance wireline voiceprivate network services to telecommunications carriers.enterprise customers, municipalities and other service providers.

Renewable Energy. In India, the Company provides distributed generation solar power to commercial and industrial customers. Through November 6, 2018, the Company also provided distributed generation solar power in the United States in Massachusetts, California and New Jersey.
Renewable Energy. In India, the Company provided distributed generation solar power to commercial and industrial customers through January 27, 2021. Through November 6, 2018, the Company also provided

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distributed generation solar power in the United States in Massachusetts, California and New Jersey. See Sale of Renewable Energy Operations for further details.

The following chart summarizes the operating activities of the Company’s principal subsidiaries, the segments in which it reports its revenue and the markets it served as of December 31, 2019:2020:

Segment

   

Services

   

Markets

   

Tradenames

International Telecom

 

WirelineMobility

Bermuda, Guyana, US Virgin Islands

One, GTT+, Viya

Fixed

 

Bermuda, Cayman Islands, Guyana, US Virgin Islands

 

Fireminds,One, Logic, GTT+, One, Logic, Viya

Wireless

Bermuda, Guyana, US Virgin Islands

GTT+, One, Viya

VideoCarrier Services

Bermuda, Guyana, US Virgin Islands

One, GTT+, Viya

Managed Services

Bermuda, Cayman Islands, US Virgin Islands, Guyana

Fireminds, One, Logic, One,GTT+, Viya

US Telecom

 

WirelessMobility

 

United States (rural markets)

 

Choice, Choice NTUA Wireless, Commnet, WestNet, Geoverse

Fixed

United States

Commnet, Choice, Choice NTUA Wireless, Deploycom

Carrier Services

United States

Commnet, Essextel

 

WirelineManaged Services

 

United States

 

Essextel, Deploycom

Choice

Renewable Energy

Solar

India

Vibrant Energy

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Table of Contents

The Company actively evaluates potential acquisitions, investment opportunities and other strategic transactions, both domestic and international, that meet its return on investment and other criteria. In addition, the Company considers non-controlling investments in earlier stage businesses that it considers strategically relevant, and which may offer long-term growth potential for the Company, either individually, or as research and development businesses that can support the Company’s operating subsidiaries in new product and service development and offerings. The Company provides management, technical, financial, regulatory, and marketing services to its subsidiaries and typically receives a management fee equal to a percentage of their revenues which is eliminated in consolidation. For information about the Company’s financial segments and geographical information about its operating revenues and assets see Notes 1 and 1715 to the Consolidated Financial Statements included in this Report.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and certain entities, which are consolidated in accordance with the provisions of the Financial Accounting Standards Board’s (“FASB”) authoritative guidance on the consolidation of variable interest entities since it is determined that the Company is the primary beneficiary of these entities.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates relate to the allowance for doubtful accounts,credit losses on trade receivables, useful lives of the Company’s fixed and finite-lived intangible assets, allocation of purchase price to assets acquired and liabilities assumed in business combinations, fair value of indefinite-lived intangible assets, goodwill and income taxes. Actual results could differ significantly from those estimates.

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Table of Contents

Cash and Cash Equivalents

The Company considers all investments with an original maturity of three months or less at date of purchase to be cash equivalents. The Company places its cash and temporary investments with banks and other institutions that it believes have a high credit quality. At December 31, 2019,2020, the Company had deposits with banks in excess of FDIC insured limits and $32.6$32.3 million of its cash is on deposit with noninsured institutions such as corporate money market issuers and cash held in foreign banks. The Company’s cash and cash equivalents are not subject to any restrictions (see Note 10)9). As of December 31, 20192020 and 2018,2019, the Company held $6.6$5.7 million and $7.5$6.6 million, respectively, of its cash in Guyana dollars. While there are risks associated with the conversion of Guyana dollars to US dollars due to limited liquidity in the Guyana foreign currency markets, to date it has not prevented the Company from converting Guyana dollars into US dollars within a given three month period or from converting at a price that reasonably approximates the reported exchange rate.

Short Term Investments

The Company's short-term investments consist of corporate bonds, which have remaining maturities of more than three months at the date of purchase, and equity securities classified as available for sale, which are stated at fair value. Unrealized gains and losses are recorded in other income. The estimated fair values of investments are based on quoted market prices as of the end of the reporting period.

Restricted Cash

The Company generally classifies cash that is legally restricted as to withdrawal or usage as restricted cash. Generally, the cash is restricted due to debt service obligations, acquisitions, or to support the Company’s

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telecommunications operations. In 2018, the Company disposed of $8.4 million of restricted cash as a result of the US Solar Transaction described in Note 6.

Allowance for Doubtful AccountsCredit Losses

The Company maintainsadopted ASU 2016-13 on January 1, 2020. The standard requires that certain financial assets be measured at amortized cost reflecting an allowance for doubtful accounts forestimated credit losses expected to occur over the estimated probablelife of the assets. The estimate of credit losses on uncollectible accounts receivable. The allowance is based upon a numberon all relevant information including historical information, current conditions, and reasonable and supportable forecasts that affect the collectability of factorsthe amounts. The Company adopted ASU 2016-13 using the modified retrospective approach, however, there was 0 impact of adoption on retained earnings.

The standard impacted the Company’s calculation of credit losses from trade receivables. Historically, the

Company recorded credit losses subsequent to the initial revenue transaction. After adoption of ASU 2016-13, the Company will record an estimate of future credit losses in conjunction with the revenue transactions based on the

information available including thehistorical experience, credit worthiness of customers, the Company’s historical experience with customers, the age of the receivable and current market and economic conditions, and management’s expectations of future conditions. Such factors are reviewed andThose estimates will be updated by the Company on a quarterly basis.as additional information becomes available. Uncollectible amounts are charged against the allowance account. The Company’s allowance for uncollectible accounts receivable is based on management’s assessment of the collectability of assets pooled together with similar risk characteristics. There is no significant impact to the Company’s operating results for the current period due to the adoption of this standard.

Inventory, Materials and Supplies

Inventory, materials and supplies primarily include handsets and other equipment held for sale to customers. These balances are recorded at the lower of cost or market cost being determined on the basis of specific identification and market determined using replacement.

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Table of Contents

Fixed Assets

The Company’s fixed assets are recorded at cost and depreciated using the straight-line method generally between 3 and 39 years. Expenditures for major renewals and betterments that extend the useful lives of fixed assets are capitalized. Repairs and replacements of minor items of property are charged to maintenance expense as incurred. The cost of fixed assets in service and under construction includes internal and external costs necessary to bring an asset to the condition and location necessary for its intended use. Grants received for the construction of assets are recognized as a reduction of the cost of fixed assets, a reduction of depreciation expense over the useful lives of the assets and as an investing cash flow in the statements of cash flows.

The Company capitalizes certain costs of developing and purchasing new information systems in accordance with internal use software guidance. These costs are depreciated over the useful life of the information system. The Company also incurs implementation costs associated with cloud computing arrangements. If these costs do not meet internal use software capitalization guidance, the implementation costs are recorded as prepaid assets and expensed through operating expense over the life of the arrangement.

The fair value of a liability for an asset retirement obligation is recorded in the period in which it is incurred if a reasonable estimate of fair value can be made. In periods subsequent to initial measurement, period-to-period changes in the liability for an asset retirement obligation resulting from the passage of time and revisions to either the timing or the amount of the original estimate of undiscounted cash flows are recognized. The increase in the carrying value of the associated long-lived asset is depreciated over the corresponding estimated economic life. The consolidated balance sheets include accruals of $4.0$4.2 million and $3.8$4.0 million as of December 31, 20192020 and 2018,2019, respectively, for estimated costs associated with asset retirement obligations.

In accordance with the authoritative guidance for accounting for the impairment or disposal of long-lived assets, the Company evaluates the carrying value of long-lived assets, including property and equipment, in relation to the operating performance and future undiscounted cash flows of the underlying business whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss exists when estimated undiscounted cash flows attributable to an asset are less than its carrying amount. If an asset is deemed to be impaired, the amount of the impairment loss recognized represents the excess of the asset’s carrying value as compared to its estimated fair value, based on management’s assumptions and projections.

Management’s estimate of the future cash flows attributable to its long-lived assets and the fair value of its businesses involve significant uncertainty. Those estimates are based on management’s assumptions of future results, growth trends and industry conditions. If those estimates are not met, the Company could have additional impairment charges in the future, and the amounts may be material.

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The Company did not record any fixed asset impairments for the year ended December 31, 2019. See Note 5, Impact of Hurricanes Irma and Maria, regarding the Company’s write off of certain damaged fixed assets during the year ended December 31, 2017.2020, 2019 or 2018.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill is recognized in business combinations equal to the amount by which the cost of acquired net assets exceeded the fair value of those net assets on the date of acquisition. The Company allocates goodwill to reporting units at the time of acquisition and bases that allocation on which reporting units will benefit from the acquired assets and liabilities. Reporting units are defined as operating segments or one level below an operating segment, referred to as a component. The Company has determined that its reporting units are components of its multiple operating segments. The Company assesses goodwill for impairment on an annual basis in the fourth quarter or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. The assessment begins with a qualitative analysis to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the reporting unit passes this analysis, the impairment assessment is complete and no impairment is recorded. If the reporting unit does not pass the analysis, the Company performs additional quantitative analysis by calculating the fair value of the reporting unit. If the fair value exceeds the carrying value, the test is complete and no impairment is recorded. If the carrying value of the reporting unit, including goodwill, exceeds the fair value of the reporting unit an

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impairment charge is recorded equal to the excess, but not more than the total amount of goodwill allocated to the reporting unit.

A significant majority of the Company’s telecommunications licenses are not amortized and are carried at their historical costs. The Company believes that telecommunications licenses generally have an indefinite life based on the historical ability to renew such licenses, that such renewals may be obtained indefinitely and at little cost, and that the related technology used is not expected to be replaced in the foreseeable future. The Company has elected to perform its annual testing of its telecommunications licenses in the fourth quarter of each fiscal year, or more often if events or circumstances indicate that there may be impairment. The assessment begins with a qualitative analysis to determine whether it is more likely than not that the license fair value exceeds its carrying value. If the reporting unit passes this analysis, the impairment assessment is complete and no impairment is recorded. If the reporting unit does not pass the analysis, the Company performs additional quantitative analysis to calculate the fair value of the license. If the carrying value of the license exceeds the license fair value an impairment charge is recorded. As a part of the impairment test the Company assesses the appropriateness of the application of the indefinite-lived assertion. If the value of these assets were impaired by some factor, such as an adverse change in the subsidiary’s operating market, the Company may be required to record an impairment charge. The impairment test consists of a comparison of the fair value of telecommunications licenses with their carrying amount on a license by license basis and as a part of the test the Company assesses the appropriateness of the application of the indefinite-lived assertion.

The Company performed its annual impairment assessment of its goodwill and indefinite-lived intangible assets (telecommunications licenses) for the years ended December 31, 20192020 and 2018.2019. See Note 98 for a discussion of the Company’s impairment of a portion of its Goodwill.goodwill within its Renewable Energy segment during the year ended December 31, 2019.

Other Intangible Assets

Intangible assets resulting from the acquisitions of entities accounted for using the purchase method of accounting are estimated by management based on the fair value of assets acquired. These include acquired customer relationships, tradenames, and franchise rights.

Customer relationships are amortized over their estimated lives ranging from 7-13 years, which are based on the pattern in which economic benefit of the customer relationship is estimated to be realized.

Debt

Debt is measured at amortized cost. Debt issuance costs on term loans and specified maturity borrowings are recorded as a reduction to the carrying value of the debt and are amortized as interest expense in the consolidated income statements over the period of the debt. Fees related to revolving credit facilities and lines of credit are recorded in other assets in the consolidated balance sheet and are amortized as interest expense in the consolidated income statements over the life of the facility. Except for interest costs incurred for the construction of a qualifying asset which are capitalized during the period the assets are prepared for their intended use, interest costs are expensed.

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Non-Controlling Interests

The non-controlling interests in the accompanying consolidated balance sheets reflect the original investments and subsequent capital contributions made by the minority stockholders in the Company’s subsidiaries which are less than wholly-owned. Non-controlling interests acquired in a business combination are initially recorded at fair value. Subsequently, all non-controlling interest is adjusted for the minority stockholder’s proportional share of the earnings or losses, net of any distributions.

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Changes in Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss), by component, were as follows (in thousands):

    

Projected

    

    

    

    

    

Projected

    

    

    

Pension

Pension and

Benefit

Translation

Postretirement Benefit

Translation

Obligation

Adjustment

Other

Total

 

Obligations

Adjustment

Other

Total

 

Balance at December 31, 2016

$

1,770

$

(910)

$

868

$

1,728

Adjust funded status of pension plans, net of tax of $0.7 million

 

1,357

1,357

Foreign currency translation adjustment

 

1,265

1,265

Reclassifications of gains on sale of marketable securities to net income

(1,044)

(1,044)

Unrealized gain on marketable securities

440

440

Balance at December 31, 2017

$

3,127

$

355

$

264

$

3,746

$

3,127

$

355

$

264

$

3,746

Adjust funded status of pension plans, net of tax of $0.6 million

(840)

(840)

Unrecognized actuarial gain (loss), net of tax of $0.6 million

 

(840)

(840)

Foreign currency translation adjustment

(4,390)

(4,390)

 

(4,390)

(4,390)

Adoption of ASU 2016-01

(203)

(203)

(203)

(203)

Interest rate swap

78

78

78

78

Balance at December 31, 2018

2,287

(4,035)

139

(1,609)

$

2,287

$

(4,035)

$

139

$

(1,609)

Adjust funded status of pension plan, net of tax of $0.1 million

(445)

(445)

Unrecognized actuarial gain (loss), net of tax of $0.1 million

(445)

(445)

Foreign currency translation adjustment

(1,041)

(1,041)

(1,041)

(1,041)

Interest rate swap

(187)

(187)

(187)

(187)

Balance at December 31, 2019

$

1,842

$

(5,076)

$

(48)

$

(3,282)

1,842

(5,076)

(48)

(3,282)

Unrecognized actuarial gain (loss), net of tax of $0.1 million

(2,412)

(2,412)

Foreign currency translation adjustment

37

37

Interest rate swap

(101)

(101)

Reclassification of foreign currency losses on assets held for sale

6,036

6,036

Balance at December 31, 2020

$

(570)

$

(5,039)

$

5,887

$

278

Amounts reclassified from accumulated other comprehensive income to net income for pension and other postretirement benefits plans were $(100.0) thousand, $(64.0) thousand, and $54.0 thousand for the year ended December 31, 2020, December 31, 2019, and December 31, 2018, respectively. Additionally, $6.0 million was reclassified from accumulated other comprehensive income to net income as follows (in thousands):

2019

2018

2017

Pension and other postretirement benefit plans

$

(64)

$

54

$

716

Realized gains on marketable securities

(1,044)

Total

$

(64)

$

54

$

(328)

a result of the foreign currency losses on assets held for sale from the Vibrant Transaction for the year ended December 31, 2020.

Revenue Recognition

The Company earns revenue from its telecommunication and renewable energy operations. The Company recognizes revenue through the following steps:

-Identification of the contract with a customer
-Identification of the performance obligations in the contract
-Determination of the transaction price
-Allocation of the transaction price to the performance obligations in the contract
-Recognize revenue when, or as, the Company satisfies performance obligations

Revenue Recognition- Communications Services

Communication services consists of Mobility, Fixed, and Carrier Services revenue. Mobility revenue consists of retail revenue generated from providing mobile voice and data services to subscribers over the Company’s wireless networks and the sale of related equipment such as handsets and other accessories to its subscribers. The service revenue

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Revenue Recognition- Telecommunications

Wireless revenue consists of wholesale and retail revenue. Wholesale revenue is generated from providing mobile voice and data services to the customers of other wireless carriers, the provision of network switching services and certain transport services using the Company’s wireless networks. The transaction price of some wholesale revenue contracts includes variable consideration in the form of volume discounts. Management uses its judgment based on projected transaction volumes to estimate the transaction price and to allocate the transaction price to the performance obligations in the contract. Revenue is recognized over time as the service is rendered to the customer. Retail revenue is generated from providing mobile voice and data services to subscribers as well as roaming services provided to other carriers’ customers roaming into the Company’s retail markets. This revenue is recognized over time as the service is rendered. Lastly, wireless revenue includes revenues from equipment sold to customers which isare recognized when the equipment is delivered to the customer.

Management considers transactions where customers purchase subsidized or discounted equipment and mobile voice or data services to be a single contract. For these contracts, the transaction price is allocated to the equipment and mobile service based on their standalone selling prices. The standalone selling price is based on the amount the Company charges for the equipment and service to similar customers. Equipment revenue is recognized when the equipment is delivered to customers and service revenue is recognized as service is rendered.

WirelineFixed Communications revenue is primarily generated by internet, voice, and video service revenues provided to retail and enterprise customers over the Company’s wireline networks. Revenue from these contracts is recognized over time as the service is rendered to the customer. Fixed revenue also includes revenue from government grants and is recognized in accordance with the grant terms and conditions.

In the Company’s International Telecom segment, Carrier Services revenue is generated from providing international long-distance services, roaming services to other carriers’ customers roaming into the Company’s retail markets, transport services, and access services provided to other telecommunication carriers. In the Company’s US Telecom segment, Carrier Services revenue includes services provided under the FirstNet Transaction, wholesale roaming revenues, the provision of network switching services, tower lease revenue and usage feesother services provided to carriers. Revenue is recognized over time as the service is rendered to the customer.

The Company also has certain wholesale roaming agreements that contain stand ready performance obligations and management allocates transaction value to performance obligations based on the standalone selling price. The standalone selling price is the estimated price the Company would charge for internet, voicethe good or service with similar customers in similar circumstances. Management determined the performance obligations were obligations to make the service continuously available and video services chargedwill recognize revenue evenly over the service period.

In July 2019 the Company entered into a Network Build and Maintenance Agreement (the “FirstNet Agreement”) with AT&T Mobility, LLC (“AT&T”) to subscribersbuild a portion of AT&T’s network for the First Responder Network Authority (“FirstNet”) as well as wholesale long-distance voice services provideda commercial wireless network in or near the Company’s current operating area in the Southwestern United States (the “FirstNet Transaction”). The FirstNet transaction includes construction and service performance obligations. The Company allocated the transaction price of the FirstNet Agreement to telecommunication carriers at contracted rates. Revenue from these contractseach performance obligation based on the relative standalone selling price of each performance obligation in the contract. The standalone selling price is the estimated price the Company would charge for the good or service in a separate transaction with similar customers in similar circumstances. The construction revenue is recognized when the assets are delivered and the service revenue is recognized over time as the service is rendered to the customer.

The Company’s wirelessMobility, Carrier Services, and wirelineFixed communications contracts occasionally include promotional discounts such as free service periods or discounted products. If a contract contains a substantive termination penalty, the transaction price is allocated to the performance obligations based on a standalone selling price resulting in accelerated revenue recognition and the establishment of a contract asset that will be recognized over the life of the contract. If a contract includes a promotional discount but no substantive termination penalty the discount is recorded in the promotional period and no contract asset is established. The Company’s customers also have the option to purchase additional telecommunication services. Generally, these options are not performance obligations and are excluded from the transaction price because they do not provide the customers with a material right.

The Company may charge upfront fees for activation and installation of some of its products and services. These fees are reviewed to determine if they represent a separate performance obligation. If they do not represent a separate performance obligation, the contract price associated with them is recognized over the life of the customer. If the fees represent a performance obligation they are recognized when delivered to the customer based on the standalone selling price.

Sales and use and state excise taxes collected from customers that are remitted to the governmental authorities are reported on a net basis and excluded from the revenues and sales.

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The Company also enters into build and maintenance agreements with its customers. The agreements include construction and service performance obligations. The Company allocates the transaction price to each performance obligation based on the relative standalone selling price of each performance obligation in the contract. The standalone selling price is the estimated price the Company would charge for the good or service in a separate transaction with similar customers in similar circumstances.

Revenue Recognition-Renewable EnergyRecognition-Other Revenue

RevenueOther revenue consists of renewable energy revenue and Managed Services revenue. Renewable energy revenue includes the generation of power through Power Purchase Agreements (“PPAs”) from the Company’s Renewable Energy segment is generated fromsolar plants in India, and prior to its sale in 2018, the sale of electricity through power purchase agreements (“PPAs”) with various customers that generally range from 10 to 25 years.United States. The Company recognizes revenue at contractual PPA rates over time as electricity is generated and simultaneously consumed by the customer. PriorManaged services revenue is generated from network, application, infrastructure, and hosting services delivered to the sale of the US Solar Transaction discussed in Note 6, in the United States, the Company’s

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Renewable Energy segment also generatedcustomers. The revenue from the sale of Solar Renewable Energy Credits (“SRECs”). Revenue is recognized over time as SRECs are sold through long-term purchase agreements at the contractual rate specified in the agreement.service is delivered to customers.

Contract Assets and Liabilities

The Company recognizes contract assets and liabilities on its balance sheet. Contract assets represent unbilled amounts typically resulting from retail wireless contracts with both a multiyear service period and a promotional discount. In these contracts the revenue recognized exceeds the amount billed to the customer. The current portion of the contract asset is recorded in prepayments and other current assets and the noncurrent portion is included in other assets on the Company’s balance sheet.

Contract liabilities consist of advance payments and billings in excess of revenue recognized. Retail revenue for postpaid customers is generally billed one month in advance and recognized over the period that the corresponding service is rendered to customers. To the extent the service is not provided by the reporting date the amount is recognized as a contract liability. Prepaid service, including mobile voice and data services, sold to customers is recorded as deferred revenue prior to the commencement of services. The current portion of contract liabilities are recorded in advanced payments and deposits and the noncurrent portion is included in other liabilities on the Company’s balance sheets.

Contract Acquisition Costs

The Company pays sales commissions to its employees and agents for obtaining customer contracts. These costs are incremental because they would not have been incurred if the contract was not obtained. The Company recognizes an asset for these costs and subsequently amortizes the asset on a systematic basis consistent with the pattern of the transfer of the services to the customer. The amortization period, which is between 2 and 6 years, considers both the original contract period as well as anticipated contract renewals as appropriate. The amortization period also includes renewal commissions when those commissions are not commensurate with new commissions. The Company estimates contract renewals based on its actual renewals in recent periods. When the expected amortization period is one year or less the Company utilizes the practical expedient and expenses the costs as incurred.

Leases

The Company determines if an agreement is a lease at inception. Operating leases are included in right-of-use (“ROU”) assets, current portion of operating lease liabilities, and operating lease liabilities in the Company’s consolidated balance sheets. Finance leases are included in property and equipment in the Company’s consolidated balance sheets.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The present value is calculated using the Company’s incremental borrowing rate based on the information available at the commencement date, as ourthe

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Company’s leases do not contain an implicit rate. The Company utilizes assumptions based on its existing borrowing facilities and other market specific data to determine its incremental borrowing rate. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include renewal options to extend the lease. The Company includes renewal options that are reasonably certain to be exercised in the initial lease term. When determining whether a renewal option is reasonably certain to be exercised, the Company considers several factors, including the present and anticipated future needs of its customers being serviced by the asset. Lease expense is recognized on a straight-line basis over the lease term. The Company does not separate non-lease components from lease components.

Operating Expenses

Termination and access fee expenses.  Termination and access fee expenses are charges that are incurred for voice and data transport circuits (in particular, the circuits between the Company’s wirelessMobility sites and its switches), internet capacity, video programming costs, other access fees the Company pays to terminate its calls,

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telecommunication spectrum fees and direct costs associated with the Company’s managed servicesManaged Services and technology business as well as within its renewable energy operations.  Termination and access fees also include the allowance for credit losses and the cost of handsets and customer resale equipment incurred by the Company’s retail businesses.

Construction costs.  Construction costs include the expenses associated with constructing and making the FirstNet sites available for delivery to ATT.

Engineering and operations expenses.  Engineering and operations expenses include the expenses associated with developing, operating, upgrading, and supporting the Company’s expanding telecommunications networks and renewable energy operations, including the salaries and benefits paid to employees directly involved in the development and operation of those businesses.

Sales and marketing expenses. Sales and marketing expenses include salaries and benefits the Company pays to sales personnel, customer service expenses, sales commissions and the costs associated with the development and implementation of the Company’s promotion and marketing campaigns.

General and administrative expenses.  General and administrative expenses include salaries, benefits and related costs for general corporate functions including executive management, finance and administration, legal and regulatory, facilities, information technology and human resources. General and administrative expenses also include internal costs associated with the Company’s performance of due-diligence in connection with acquisition activities.

Transaction-related charges.  Transaction-related charges include the external costs, such as legal, tax, accounting and consulting fees directly associated with acquisition and disposition-related activities, which are expensed as incurred. Transaction-related charges do not include internal costs, such as employee salary and travel-related expenses, incurred in connection with acquisitions or dispositions or any integration-related costs.

Restructuring charges. Restructuring charges are costs incurred as a result of reorganizing the Company’s operations as a result of acquisition or disposition activities.

Depreciation and amortization expenses.  Depreciation and amortization expenses represent the depreciation and amortization charges the Company records on its property and equipment and on certain intangible assets.

Impairment of goodwill or intangible assets. The Company evaluates the carrying value of its long lived assets, including property and equipment, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss exists when estimated undiscounted cash flows attributable to non-current assets subject to depreciation and amortization and discounted cash flows for intangible assets not subject to amortization are less than their carrying amount. For long lived assets other than goodwill, if an asset is deemed to be impaired, the amount of the impairment loss recognized represents the excess of the asset’s carrying value as compared to its estimated fair value, based on management’s assumptions and projections.

The Company also assesses the carrying valueF-18

Table of goodwill and indefinite-lived intangible assets on an annual basis or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The carrying value of each reporting unit, including goodwill assigned to that reporting unit, is compared to its fair value. If the carrying value of the reporting unit, including goodwill, exceeds the fair value of the reporting unit an impairment charge is recorded equal to the excess, but not more than the total amount of goodwill allocated to the reporting unit.Contents

(Gain) loss on disposition of long-lived assets. The Company sells or disposes assets from time to time. A gain or loss is recorded by comparing the carrying amount of the assets to the proceeds received. ForThe Company also records losses on assets held for sale if the year ended December 31, 2019,expected sale price exceeds the Company recorded a $2.6 million loss oncarrying value of the settlement of certain partner settlement agreements.

assets.

Loss on damaged assets and other Hurricane-related charges, net of insurance recovery. During September 2017, the Company’s operations and customers in the US Virgin Islands were severely impacted by Hurricanes Irma and Maria (the “Hurricanes”). Loss on damaged assets and other hurricane related charges, net of insurance recovery represents the write off of damaged assets, net of insurance recoveries and also includes additional operating expenses that were specifically incurred to address the impact of the Hurricanes.

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Accounting for Grants

The Company receives funding from the US Government and its agencies under stimulus and USF and other programs. These funding programs are generally designed to fund telecommunications operations, and infrastructure expansion into rural or underserved areas. The funding programs are evaluated to determine if they represent funding related to revenue, capital expenditures, or operating activities. Funding for revenue and operating activities are recorded as revenue or contra expense in the Company’s consolidated income statement as the services are provided. Funding for capital expenditures is recorded as a reduction to property, plant and equipment on the Company’s consolidated balance sheets and a future reduction in depreciation expense in the consolidated income statements. Government funding related to revenue and operations are recorded as operating cash inflows and grants for capital expenditures are recorded as investing cash inflows.

The Company monitors government funding for grant requirements to ensure that conditions related to grants have been met and there is reasonable assurance that the Company will be able to retain the grant proceeds and to ensure that any contingencies that may arise from not meeting the conditions are appropriately recognized. See Note 11, 10, Government Grants.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related authority. It is possible that the ultimate resolution of these uncertain matters may be greater or less than the amount that the Company estimated. If payment of these amounts proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period in which it is determined that the liabilities are no longer necessary. If the estimate of tax liabilities proves to be more than the ultimate assessment, a further charge to expense would result.

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The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated statements of operations. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheets.

The Company does not provide for United States income taxes on earnings of foreign subsidiaries as such earnings are considered to be indefinitely reinvested. The Tax Cuts and Jobs Act of 2017 (the “Tax Act” also commonly referred to as US tax reform),resulted in a one-time transition tax on the deemed repatriation of foreign earnings for federal tax purposes.

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Credit Concentrations and Significant Customers

Historically, the Company has been dependent on a limited amount of customers for its wholesale roaming business. For the year ended December 31, 2020 and December 31, 2019, 1 customer accounted for 10% and 11% of the Company’s consolidated revenue. For the years ended December 31, 2018, 1 customer accounted for 11% of the Company’s consolidated revenue.revenue, respectively. For the year ended December 31, 2017,2018, 2 customers accounted for 13% and 10%11% of the Company’s consolidated revenue. 

As of December 31, 2019, 1 customer2020, 2 customers accounted for more than 10% of the Company’s consolidated accounts receivable. As of December 31, 2018, 02019, 1 customer accounted for more than 10% of the Company’s consolidated accounts receivable.

Foreign Currency Gains and Losses

The Company translate the assets and liabilities of its foreign subsidiaries from their respective functional currencies, primarily the Indian Rupee and the Guyana Dollar, to US dollars at the appropriate spot rates as of the balance sheet date. Changes in the carrying values of these assets and liabilities attributable to fluctuations in spot rates are recognized in foreign currency translation adjustment, a component of accumulated other comprehensive income. Income statement accounts are translated using the monthly average exchange rates during the year.

Monetary assets and liabilities denominated in a currency that is different from a reporting entity’s functional currency must first be remeasured from the applicable currency to the legal entity’s functional currency. The effect of this remeasurement process is reported in other income on the income statement.

Employee Benefit Plans

The Company sponsors pension and other postretirement benefit plans for employees of certain subsidiaries. Net periodic pension expense is recognized in the Company’s income statement. The service cost component of net periodic pension expense is presented with other employee compensation within income from operations. Other components of net periodic pension expense, such as interest cost, expected return on plan assets, and amortization of actuarial gains and losses are presented in other income. The Company recognizes a pension or other postretirement benefit plan’s funded status as either an asset or liability in its consolidated balance sheet. Actuarial gains and losses are deferred, reported as a component of other comprehensive income, and amortized through net periodic pension expense in subsequent periods.

Fair Value of Financial Instruments

In accordance with the provisions of fair value accounting, a fair value measurement assumes that a transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability, and defines fair value based upon an exit price model.

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The fair value measurement guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance describes three levels of inputs that may be used to measure fair value:

Level 1

Quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset and liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 assets and liabilities include money market funds, debt and equity securities and derivative contracts that are traded in an active exchange market.

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Level 2

Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes corporate obligations and non-exchange traded derivative contracts.

Level 3

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments and intangible assets that have been impaired whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Assets and liabilities of the Company measured at fair value on a recurring basis as of December 31, 20192020 and 20182019 are summarized as follows:

December 31, 2019

December 31, 2020

Significant Other

Significant Other

Quoted Prices in

Observable

Unobservable

Quoted Prices in

Observable

Unobservable

Active Markets

Inputs

Inputs

Active Markets

Inputs

Inputs

Description

(Level 1)

(Level 2)

(Level 3)

Total

(Level 1)

(Level 2)

(Level 3)

Total

Certificates of deposit

$

$

380

$

$

380

$

$

380

$

$

380

Money market funds

2,329

2,329

2,785

2,785

Short term investments

416

416

Other investments

12,700

12,700

13,357

13,357

Interest rate swap

(56)

(56)

(157)

(157)

Total assets and liabilities measured at fair value

$

2,745

$

324

$

12,700

$

15,769

$

2,785

$

223

$

13,357

$

16,365

December 31, 2018

December 31, 2019

Significant Other

Significant Other

Quoted Prices in

Observable

Quoted Prices in

Observable

Unobservable

Active Markets

Inputs

Active Markets

Inputs

Inputs

Description

(Level 1)

(Level 2)

Total

(Level 1)

(Level 2)

(Level 3)

Total

 

Certificates of deposit

$

$

380

$

380

$

$

380

$

$

380

Money market funds

2,266

2,266

2,329

2,329

Short term investments

393

393

416

416

Commercial paper

13,972

13,972

Other investments

12,700

12,700

Interest rate swap

140

140

(56)

(56)

Total assets and liabilities measured at fair value

$

2,659

$

14,492

$

17,151

$

2,745

$

324

$

12,700

$

15,769

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CertificateCertificates of Deposit

As of December 31, 20192020 and December 31, 20182019 this asset class consisted of a time deposit at a financial institution denominated in US dollars. The asset class is classified within Level 2 of the fair value hierarchy because the fair value was based on observable market data.

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Money Market Funds

As of December 31, 20192020 and December 31, 2018,2019, this asset class consisted of a money market portfolio that comprises Federal government and US Treasury securities. The asset class is classified within Level 1 of the fair value hierarchy because its underlying investments are valued using quoted market prices in active markets for identical assets.

Short Term Investments and Commercial Paper

As of December 31, 20192020 and December 31, 2018,2019, these asset classes consisted of short term foreign and US corporate bonds, equity securities, and commercial paper. Corporate bonds and commercial paper are classified within Level 2 of the fair value hierarchy because the fair value is based on observable market data. Equity securities are classified within Level 1 because fair value is based on quoted market prices in active markets for identical assets. The Company held equity securities with a fair value of $0.2 million and $0.3 million atas of December 31, 2019 and December 31, 2018, respectively.2019. Net income for the year ended December 31, 2020 and 2019 and 2018 includes $0.1$0.2. million and $0.3$0.1 million of losses, respectively, on these securities.

Other Investments

In the first quarter of 2019, the Company made an investment in an early-stage venture through the acquisition of a convertible debt instrument for $10 million.instrument. The Company elected to fair value the investment upon acquisitionacquisition. At December 31, 2020, the fair value of the investment was $11.0 million. During the years ended December 31, 2020 and 2019, the Company recorded$0.8 million and $0.2 million of income, in 2019respectively, from changes in the fair value of the investment. The investment had a fair value of $10.2 million at December 31, 2019. The asset is classified within Level 3 of the fair value hierarchy. The Company used the income approach to fair value the investment and the inputs consisted of a discount rate calculated based on the investment attributes and the probability of potential future scenarios occurring.

In the third quarter of 2019, the Company made a $14.4 million investment in a renewable energy partnership.partnership, as a tax equity investor. The Company received an investment tax credit of $12.0 million from its equity method investmentin the year ended December 31, 2020 and will receive future cash distributions from the partnership’s operations. The Company elected the deferral method to account for the credit and elected the fair value option to account for the equity method investment. The Company recorded $0.1 million of income in the fourth quarter of 2019 and theCompany’s investment had a fair value of $2.3 million at December 31, 2020, and $2.5 million at December 31, 2019. The asset is classified within Level 3 of the fair value hierarchy. The Company used the income approach to fair value the investment and the inputs consisted of a discount rate and future cash flows calculated based on the investment attributes.

Other Fair Value Disclosures

The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable and accrued expenses approximate their fair values because of the relatively short-term maturities of these financial instruments. The fair value of the interest rate swap is measured using Level 2 inputs. During the year ended December 31, 2019, the Company recorded $0.2 million of loss for changes in fair value of investment.

The Company also holds investments in equity securities consisting of non-controlling investments in privately held companies. These investments, over which the Company does not have the ability to exercise significant influence, are without readily determinable fair values. The investments are measured at cost, less any impairment, adjusted for observable price changes of similar investments of the same issuer. Fair value is not estimated for these investments if there are no identified events or changes in circumstances that may have an effect on the fair value of the investment. The carrying value of the strategic investments was $23.1$1.3 million at December 31, 2018.2020 and $2.1 million at December 31, 2019. During the year ended December 31, 2019,2020 the Company acquired $1.2recorded a loss of $0.8 million as the result of additional securities and recorded losses of $4.7 million based onan observable price changes of similar investmentschange in two of the issuers. The carrying value of the investments was $19.6 million at December 31, 2019.investments. These investments are included with other assets on the consolidated balance sheets.

Equity Method Investments

The fair valueIn the first quarter of long-term debt is estimated using Level 2 inputs. At December 31, 2019,2020, the fair valueCompany increased its ownership in one investment of long-term debt, includinga privately held company to approximately 24% of the current portion, was $86.9outstanding voting equity through an additional $2.8 million investment. With this investment, the Company obtained the ability to exercise significant influence over the investee and its book value was $86.4 million. At December 31,began accounting

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for the investment under the equity method of accounting including the recording of its share of the investee’s earnings or losses. The carrying value of the investment was $17.9 million and $15.5 million at December 31, 2020 and December 31, 2019, respectively. The value increased $2.4 million from the December 31, 2019 balance due to an additional investment of $2.8 million, and currency gains of $1.6 million offset partially by $2.0 million of the Company’s share of investee losses. The investment is included with other assets on the consolidated balance sheets.

2018,Other Fair Value Disclosures

The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable and accrued expenses approximate their fair values because of the relatively short-term maturities of these financial instruments. The fair value of the interest rate swap is measured using Level 2 inputs.

The fair value of long-term debt is estimated using Level 2 inputs. At December 31, 2020, the fair value of long-term debt, including the current portion, was $91.6$73.3 million and its book value was $91.0$72.8 million. At December 31, 2019, the fair value of long-term debt, including the current portion, was $86.9 million and its book value was $86.4 million.

Net Income (Loss) Per Share

Basic net income per share is computed by dividing net income attributable to the Company’s stockholders by the weighted-average number of common shares outstanding during the period and does not include any other potentially dilutive securities. Diluted net income per share gives effect to all potentially dilutive securities using the treasury stock method.

The reconciliation from basic to diluted weighted average shares of Common Stock outstanding is as follows (in thousands):

Year ended December 31, 

Year ended December 31, 

    

2019

    

2018

    

2017

 

    

2020

    

2019

    

2018

 

Basic weighted-average shares of common stock outstanding

 

15,983

15,988

16,138

 

15,923

15,983

15,988

Stock options

 

54

72

 

54

Diluted weighted-average shares of common stock outstanding

 

15,983

16,042

16,210

 

15,923

15,983

16,042

For the year ended December 31, 2020, 2019, 2018, and 2017,2018 the calculation of basic and diluted weighted average shares of common stockCommon Stock outstanding does not include 5,000 shares, 8,800 shares 5,000 shares and 7,0005,000 shares, respectively, relating to stock options as the effects of those options were anti-dilutive.

Stock-Based Compensation

The Company applies the fair value recognition provisions of the authoritative guidance for the accounting for stock-based compensation and is expensing the fair value of the grants of options to purchase common stockCommon Stock over their vesting period of four years. Relating to grants of options, the Company recognized $0.1 million of non-cash, share-based compensation expense during each of 2018 and 2017.2018. See Note 1211 for assumptions used to calculate the fair value of the options granted.

The Company also issued 116,404 restricted shares of Common Stock in 2020; 108,278 restricted shares of common stockCommon Stock in 2019; and 111,474 restricted shares of common stockCommon Stock in 2018 and 95,095 restricted2018. These shares of common stock in 2017. These sharesissued to employees are being charged to income based upon their fair values over their vesting period of four years. Shares issued to Directors are being charged to income based upon their fair values upon their grant. The Company accounts for forfeitures as they occur. Non-cash equity-based compensation expense, related to the vesting of restricted shares issued was $5.6 million, $6.4 million and $6.1 million in 2020, 2019, and $6.6 million in 2019, 2018, and 2017, respectively.

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In connection with certain acquisitions, the Company issued shares of the acquired company to its local management and recorded $0.2$0.3 million, $0.5 million and $0.3$0.2 million of stock based compensation during 20182020, 2019, and 2017,2018, respectively.

Stock-based compensation expense is recognized within general and administrative expenses within the consolidated income statements.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting, under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. Contingent consideration obligations that are elements of the consideration transferred are recognized as of the acquisition date as part of the fair value transferred in exchange for the acquired business. Acquisition-related costs incurred in connection with a business combination are expensed as incurred.

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Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), and subsequently issued related updates, (collectively known as ASC 606), which provides a single, comprehensive revenue recognition model for all contracts with customers. The revenue standard is based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted this standard on January 1, 2018. Refer to Note 3 to the Consolidated Financial Statements in this Report.

In April 2015, the FASB issued ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement,” (“ASU 2015-05”), which provides guidance about whether a cloud computing arrangement includes software and how to account for the license for software. The new guidance does not change the accounting for a customer’s accounting for service contracts. The adoption of ASU 2015-05 by the Company on January 1, 2017 did not have a material impact on the Company’s financial position, result of operations or cash flows.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The Company adopted this standard on January 1, 2018. Upon adoption the Company held $20.1 million of equity investments that did not have readily determinable fair values. As a result these investments are measured at cost less impairments, adjusted for observable price changes of similar investments of the same issuer. Upon adoption, the Company held $0.6 million of equity investments with readily determinable fair values and reclassified $0.2 million of unrealized gains on this investment to retained earnings.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” and subsequently issued related updates,” (“ASU 2016-02”) which provide comprehensive lease accounting guidance. The standard requires entities to recognize lease assets and liabilities on the balance sheet as well as disclosure of key information about leasing arrangements. ASU 2016-02 became effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company adopted ASC 2016-02 on January 1, 2019 utilizing the optional transition method with a cumulative adjustment on the date of adoption and not adjusting prior periods. Refer to Note 4 of the Condensed Consolidated Financial Statements.

In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” (“ASU 2016-09”). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. The Company adopted ASU 2016-09 on January 1, 2017. The guidance requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid-in capital pools. This had no impact on the Company’s historical results. Also as a result of the adoption, the Company changed its policy election to account for forfeitures as they occur rather than on an estimated basis. The change resulted in the Company reclassifying $0.3 million from additional paid-in capital to retained earnings for the net cumulative-effect adjustment in stock compensation expense related to prior periods.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” (“ASU 2016-15”) which provides further clarification on eight cash flow classification issues. The Company adopted this standard on January 1, 2018. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” (“ASU 2016-18”). The amendments in ASU 2016-18 are intended to reduce diversity in practice related to the classification and presentation of changes in restricted cash or restricted cash equivalents on the statement of cash flows. The amendments in ASU 2016-18 require that amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted this standard on January 1, 2018.

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The Company’s statement of cash flows reports the cash effects during a period of an entity’s operations, its investing transactions, and its financing transactions. The statement of cash flows explains the change during the period in the total cash which includes cash equivalents as well as restricted cash. The Company applies the predominance principle to classify separately identifiable cash flows based on the nature of the underlying cash flows. Debt prepayment or extinguishment costs are classified as cash outflows from financing activities. Contingent consideration payments made three months or less after a business combination are classified as investing activities and those made after that time are classified as financing activities. Proceeds from the settlement of insurance claims are classified on the basis of the nature of the loss. Prior to January 1, 2018, the Company classified all payments made in a business combination as investing activities and did not include restricted cash in total cash. The adoption of ASU 2016-15 and ASU 2016-18 impacted the Company’s cash flows for the years ended December 31, 2017 as indicated below (amounts in thousands):

Statement of Cash flows

Year ended December 31, 2017

Reported

Change

Under previous guidance

Net cash provided by operating activities

$

145,725

$

$

145,725

Net cash used in investing activities

(172,318)

5,525

(166,793)

Net cash used in financing activities

(42,101)

1,178

(40,923)

Effect of foreign currency exchange rates on total cash

226

226

Net change in total cash

$

(68,468)

$

6,703

$

(61,765)

Total cash, beginning of period

288,358

(18,637)

269,721

Total cash, end of period

$

219,890

$

(11,934)

$

207,956

In October 2016 the FASB issued ASU 2016-16, “Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory.” The new standard eliminates all intra-entity sales of assets other than inventory, the exception under current standards that permits the tax effects of intra-entity asset transfers to be deferred until the transferred asset is sold to a third party or otherwise recovered through use. As a result, a reporting entity would recognize the tax expense from the sale of the asset in the seller’s tax jurisdiction when the transfer occurs. Any deferred tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer. The new standard was effective for the Company on January 1, 2018. There was not a material impact to the Company’s Consolidated Financial Statements upon adoption.

In January 2017, the FASB issued Accounting Standards Update 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” (“ASU 2017-04”). The amendments in ASU 2017-04 simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities. Instead, under the amendments in ASU 2017-04, an entity performs its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, but not more than the total amount of goodwill allocated to the reporting unit. ASU 2017-04 is effective for annual reporting periods, including interim periods within those periods, beginning after December 15, 2019, with early adoption permitted. The Company adopted this standard in the third quarter of 2017.

In March 2017, the FASB issued ASU 2017-07, “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” The new guidance requires the service cost component to be presented separately from the other components of net benefit costs. Service cost will be presented with other employee compensation cost within income from operations. The other components of net benefit cost, such as interest cost, expected return on plan assets, amortization of prior service cost and gains or losses are required to be presented in other income. The Company adopted this standard on January 1, 2018.

Prior to January 1, 2018, all components of pension expense were recognized in operating income. The adoption of the standard impacted the Company’s Statement of Operations for year ending December 31, 2017 by

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increasing operating expenses by $0.2 million and increasing other income by the same amount. There was no impact on income before income taxes. The Company elected the practical expedient allowing the use of the amounts disclosed for the various components of net benefit cost in the pension and other postretirement benefit plans footnote as the basis for the retrospective application. The Company adopted this standard on January 1, 2018.

In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815) – Targeted Improvements to Accounting for Hedging Activities,” (“ASU 2017-12”). The standard: (a) expands and refines hedge accounting for both financial and non-financial risk components, (b) aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and (c) includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted ASU 2017-12 on January 1, 2019. There was not a material impact to the Company’s Consolidated Financial Statements upon adoption.

In February 2018, the FASB issued ASU 2018-02 “Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” The standard gives entities the option to reclassify to retained earnings tax effects related to items in accumulated other comprehensive income that were impacted by the 2017 Tax Cuts and Jobs Act.  The guidance is effective for all entities for fiscal years beginning after December 31, 2018 and interim periods within those fiscal years.  Early adoption is permitted.  The guidance may be applied in the period of adoption or retrospectively to each impacted period. The Company adopted this standard on January 1, 2018 and applied it to the period of adoption. The impact of the adoption results in a $0.8 million reclassification from accumulated other comprehensive income to retained earnings, which is offset by an equivalent valuation allowance, theresulting in a net impact isof zero.

In August 2018, the FASB issued ASU No. 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” (“ASU 2018-15”). This standard requires entities that are customers in cloud computing arrangements to defer implementation costs if they would be capitalized by the entity in software licensing arrangements under the internal-use software guidance. The guidance may be applied retrospectively or prospectively to implementation costs incurred after the date of adoption. ASU 2018-15 is effective for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted. The Company prospectively adopted this standard in the fourth quarter of 2018.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” (“ASU 2016-13”).  ASU 2016-13 requires entities to use a new forward-looking, expected loss model to estimate credit losses. It also requires additional disclosure relating to the credit quality of trade and other receivables, including information relating to management’s estimate of credit allowances. The Company will adoptadopted ASU 2016-13 using the modified retrospective approach on its January 1, 2020 effective date and is currently assessing the quantitative impacts on the Company’s Consolidated Financial Statements.date.

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3. REVENUE RECOGNITION AND RECEIVABLES

Impact of adoption

The Company adopted ASC 606 on January 1, 2018 using the modified retrospective method. The Company elected the practical expedient to apply the new guidance only to contracts that were not substantially complete at the adoption date. The cumulative effect of adopting ASC 606 resulted in a contract asset of $1.6 million, of which $1.2 million was recorded in prepayments and other current assets and $0.4 million was recorded in other assets, a contract liability of $0.2 million recorded in advance payments and deposits, contract acquisition costs of $1.5 million of which $0.9 million was recorded in prepayments and other current assets and $0.6 million was recorded in other assets, and a deferred tax liability of $0.3 million with the offset of $1.5 million recorded to retained earnings and $1.1 million recorded to minority interest.

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Contract Assets and Liabilities

The Company recognizes contract assets and liabilities on its balance sheet. Contract assets represent unbilled amounts typically resulting from retail wireless contracts with both a multiyear service period and a promotional discount. In these contracts the revenue recognized exceeds the amount billed to the customer. The current portion of the contract asset is recorded in prepayments and other current assets and the noncurrent portion is included in other assets on the Company’s balance sheets.

Contract liabilities consist of advance payments and billings in excess of revenue recognized. Retail revenue for postpaid customers is generally billed one month in advance and recognized over the period that the corresponding service is rendered to customers. To the extent the service is not provided by the reporting date the amount is recognized as a contract liability. Prepaid service, including mobile voice and data services, sold to customers is recorded as deferred revenue prior to the commencement of services. Contract liabilities are recorded in advanced payments and deposits on the Company’s balance sheets.

In July 2019 and August 2020, the Company entered into the FirstNet Agreement and a First Amendment to the FirstNet Agreement , respectively, in connection with the FirstNet Transaction. The FirstNet Transaction includes construction and service performance obligations. The Company allocated the transaction price of the FirstNet Agreement to each performance obligation based on the relative standalone selling price of each performance obligation in the contract. The standalone selling price is the estimated price the Company would charge for the good or service in a separate transaction with similar customers in similar circumstances.

The Company has certain wholesale roaming agreements that contain stand ready performance obligations and management allocates transaction value to performance obligations based on the standalone selling price. The standalone selling price is the estimated price the Company would charge for the good or service with similar customers in similar circumstances. Management determined the performance obligations were obligations to make the service continuously available and will recognize revenue evenly over the service period.

Contract assets and liabilities consisted of the following (amounts in thousands):

December 31, 2019

December 31, 2018

$ Change

% Change

December 31, 2020

December 31, 2019

$ Change

% Change

Contract asset – current

$

2,413

$

1,900

$

513

27

%

$

2,478

$

2,413

$

65

3

%

Contract asset – noncurrent

905

802

103

13

%

910

905

5

1

%

Contract liability- current

(15,044)

(13,787)

(1,257)

(9)

%

Contract liability- noncurrent

(5,450)

(5,450)

100

%

Contract liability – current

(18,544)

(15,044)

(3,500)

(23)

%

Contract liability – noncurrent

(2,193)

(5,450)

3,257

60

%

Net contract liability

$

(17,176)

$

(11,085)

$

(6,091)

(55)

%

$

(17,349)

$

(17,176)

$

(173)

(1)

%

The contract asset-current is included in prepayments and other current assets, the contract asset-noncurrent is included in other assets, the contract liability-current is included in advance payments and deposits, and the contract liability-noncurrent is included in other liabilities on the Company’s balance sheet. The increase in the Company’s net

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contract liability was due to the timing of customer prepayments and contract billings, and the FirstNet Transaction. During the year ended December 31, 2019,2020, the Company recognized revenue of $12.1$16.9 million related to its December 31, 20182019 contract liability and amortized $1.8$2.3 million of the December 31, 20182019 contract asset into revenue. The Company did not0t recognize any revenue in the years ended December 31, 20192020 and 20182019 related to performance obligations that were satisfied or partially satisfied in previous periods.

Contract Acquisition Costs

The December 31, 2020 balance sheet includes current contract acquisition costs of $1.9 million in prepayments and other current assets and long term contract acquisition costs of $1.2 million in other assets. The December 31, 2019 balance sheet includes current contract acquisition costs of $1.7 million in prepayments and other current assets and long term contract acquisition costs of $1.1 million in other assets. The December 31, 2018 balance sheet includes current contract acquisition costs of $1.4 million in prepayments and other current assets and long term contract acquisition costs of $1.0 million in other assets. During the years ended December 31, 20192020 and 20182019 the Company amortized $1.8$2.1 million and $1.6$1.8 million, respectively, of contract acquisition cost.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price allocated to unsatisfied performance obligations of certain multiyear retail wireless contracts, which include a promotional discount, and the Company’s construction and service contracts. The transaction price allocated to unsatisfied performance obligations was $241$299 million and $12$241 million at December 31, 20192020 and December 31, 2018,2019, respectively. The Company expects to satisfy the majority of the remaining performance obligations and recognize the transaction price within 24 months and the remainder thereafter.thereafter.

The Company has certain retail, wholesale, and renewable energy contracts where transaction price is allocated to remaining performance obligations. However, the Company omits these contracts from the disclosure by applying the right to invoice, one year or less, and wholly unsatisfied performance obligation practical expedients.

Disaggregation

The Company's revenue is presented on a disaggregated basis in Note 1715 based on an evaluation of disclosures outside the financial statements, information regularly reviewed by the chief operating decision maker for evaluating the financial performance of operating segments and other information that is used for performance evaluation and resource allocations. This includes revenue from wireline, wirelessCommunication Services and renewable energy, as well as domestic versus international wirelineOther revenues. Communication Services is further disaggregated into Mobility, Fixed, Carrier Services, and wireless services.Other revenue. Other revenue is further disaggregated into Renewable Energy, Managed Services, and Construction revenue. Each of the revenue streams is presented for the Company’s International Telecom and US Telecom segments. This disaggregation of revenue depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

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Receivables

At December 31, 2020, the Company had gross accounts receivable of $67.1 million of which $57.5 million was recorded in accounts receivable and $9.6 million was long-term recorded in other assets on the Company’s balance sheet. The Company recorded an allowance for credit loss of $12.1 million. At January 1, 2020, the Company had gross accounts receivable of $48.6 million and an allowance for credit losses of $12.7 million. The Company monitors receivables through the use of historical operating data adjusted for expectation of future performance as appropriate. Activity in the allowance for credit losses is below:

    

Year ended December 31, 2020

Balance at January 1, 2020

 

$

12,724

Current period provision for expected losses

 

5,010

Write-offs charged against the allowance

 

(6,351)

Recoveries collected

738

Balance at December 31, 2020

$

12,121

    

2020

    

2019

 

Retail

$

22,178

$

13,659

Wholesale - current

35,322

 

34,969

Wholesale - long- term

 

9,614

 

Accounts receivable

 

67,114

 

48,628

Less: allowance for doubtful accounts

 

(12,121)

 

(12,724)

Total accounts receivable, net

$

54,993

$

35,904

4. LEASES

Impact of Adoption

The Company adopted ASC 842 on January 1, 2019, utilizing the optional transition method with a cumulative adjustment on the date of adoption. Under this approach, the guidance was applied to leases that had commenced as of January 1, 2019 with a cumulative effect adjustment as of that date and prior periods were not adjusted. Upon adoption, the Company recognized an operating lease right-of-use (“ROU”)ROU asset of $70.8 million, a short-term lease liability of $8.2 million, and a long-term lease liability of $61.2 million. The adoption had 0 impact on retained earnings or other components of equity.

The Company elected the package of practical expedients. Under the package of practical expedients, for existing leases, the Company does not reassess: i) whether the arrangement contains a lease; ii) lease classification and; iii) initial direct costs.

The Company has operating and financing leases for towers, land, corporate offices, retail facilities, and data transport capacity. The lease terms are generally between three3 and ten10 years, some of which include additional renewal options.

Supplemental lease information

The components of lease expense were as follows (in thousands):

Year ended December 31, 2019

Operating lease cost:

Operating lease cost

$

15,194

Short-term lease cost

3,426

Variable lease cost

2,803

Total operating lease cost

$

21,423

Finance lease cost:

Amortization of right-of-use asset

$

2,318

Variable costs

964

Total finance lease cost

$

3,282

During the year ended December 31, 2019, the Company paid $15.1 million related to lease liabilities. Also during the year ended December 31, 2019, the Company recorded $9.7 million of lease liabilities arising from right-of-use assets. At December 31, 2019, finance leases with a cost of $25.9 million and accumulated amortization of $9.4 million were included in property, plant and equipment.

The weighted average remaining lease terms and discount rates as of December 31, 2019 are noted in the table below:

Weighted-average remaining lease term

Operating leases

6.5 years

Financing leases

11.7 years

Weighted-average discount rate

Operating leases

5.0%

Financing leases

n/a

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Supplemental lease information

The components of lease expense were as follows (in thousands):

December 31, 2020

December 31, 2019

Operating lease cost:

Operating lease cost

$

16,409

$

15,194

Short-term lease cost

2,712

3,426

Variable lease cost

4,059

2,803

Total operating lease cost

$

23,180

$

21,423

Finance lease cost:

Amortization of right-of-use asset

$

2,181

$

2,318

Variable costs

852

964

Total finance lease cost

$

3,033

$

3,282

During the year ended December 31, 2020 and December 31, 2019, the Company paid $16.1 million and $15.1 million, respectively, related to operating lease liabilities. Also during the year ended December 31, 2020 and December 31, 2019, the Company recorded $7.8 million and $9.7 million, respectively, of lease liabilities arising from ROU assets.

At December 31, 2020, finance leases with a cost of $25.4 million and accumulated amortization of $9.5 million were included in property, plant and equipment. During the year ended December 31, 2020, the Company paid $0.4 million for finance lease liabilities and recorded $1.6 million of additional finance lease liabilities. At December 31, 2020, finance leases had a lease liability of $1.2 million, of which $0.3 million was current. At December 31, 2019, finance leases with a cost of $25.9 million and accumulated amortization of $9.4 million were included in property, plant and equipment.

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The weighted average remaining lease terms and discount rates as of December 31, 2020 and December 31, 2019 are noted in the table below:

December 31, 2020

December 31, 2019

Weighted-average remaining lease term

Operating leases

5.9 years

6.5 years

Financing leases

10.9 years

11.7 years

Weighted-average discount rate

Operating leases

5.0%

5.0%

Financing leases

3.3%

n/a

Maturities of lease liabilities as of December 31, 2020 were as follows (in thousands):

Operating Leases

2021

$

15,211

2022

14,535

2023

12,132

2024

10,844

2025

7,816

Thereafter

13,094

Total lease payments

73,632

Less imputed interest

(10,179)

Total

$

63,453

Maturities of lease liabilities as of December 31, 2019 were as follows (in thousands):

Operating Leases

2020

$

14,526

2021

13,714

2022

12,787

2023

10,713

2024

9,671

Thereafter

18,355

Total lease payments

79,766

Less imputed interest

(12,195)

Total

$

67,571

Maturities of lease liabilities as of December 31, 2018 were as follows (in thousands):

Operating Leases

2019

$

11,801

2020

12,650

2021

11,491

2022

10,713

2023

9,990

Thereafter

27,325

Total lease payments

$

83,970

As of December 31, 2019,2020, the Company did not have any material operating or finance leases that have not yet commenced.

5. IMPACT OF HURRICANES IRMA AND MARIA

During September 2017, the US Virgin Islands’Islands economy, the Company’s customer base and its operations were all severely impacted by Hurricanes Irma and Maria (collectively, the “Hurricanes”).Hurricanes. The Company’s wireless and wireline networks and commercial operations were all severely damaged by these storms and as a result of the significant damage to the wireline network and the lack of consistent commercial power in the territory, the Company was unable to provide most of its wireline services, which comprise the majority of ourits revenue in this business, from mid-September 2017 and through most of 2018.  During the year ended December 31, 2017, the Company recorded a net pre-tax loss within the Company’s consolidated statement of operations of $4.0 million related to the impact of the Hurricanes.  This loss consisted of $35.4 million for the write off of damaged assets, net of insurance recoveries of $34.6 million which were received in February 2018. This loss also included $3.2 million of additional operating expenses that were specifically incurred to address the impact of the Hurricanes.

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During the year ended December 31, 2018, the Company received $15.5 million in one-time additional funding from the Federal Communications Commission’s (“FCC”) Universal Service Fund (“USF”) to further subsidize its operations in the US Virgin Islands thatIslands. This amount was recorded as revenue.  This level of additional funding is not expected to continue in future periods. revenue during the year ended December 31, 2018.  

During the years ended December 31, 2019 2018 and 2017,2018, the Company spent $0.1 million $80.2 million and $8.6$80.2 million, respectively, for network restoration and resiliency enhancements that allowed the reconnection of a significant majority of affected US Virgin Islands households and businesses.  The Company’s wireline network restoration work is complete, however, whether the Company’s revenue recovers to pre-Hurricane levels will be impacted by population movements, the degree of negative economic impact of the Hurricanes on the local economy, and the Company’s subscriber base’s future appetite for wireline services.

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6. DISPOSITIONS AND PLATFORM INVESTMENTS

Renewable Energy

Disposition of US Solar Business

On November 6, 2018, the Company completed the sale of its US solar business that ownsowned and managesmanaged distributed generation solar power projects operated under the Ahana name in Massachusetts, California and New Jersey (the “US Solar Operations”) to CleanCapital Holdco 4, LLC. The transaction hashad a total value of approximately $122.6 million, which includes a cash purchase price of $65.3 million and the assumption of approximately $57.3 million in debt (the “US Solar Transaction”). Approximately $6.5 million of the purchase price was held in escrow for a period of twelve months after the closing to secure certain indemnification obligations. The Company received the escrow in November 2019. The table below identifies the assets and liabilities transferred (amounts in thousands):

Consideration Received

$

65,286

Assets and liabilities disposed

Cash

3,049

Accounts receivable

1,248

Prepayments and other current assets

801

Property, plant and equipment

94,678

Restricted cash

8,407

Other assets

38

Current portion of long-term debt

(6,992)

Accounts payable and accrued liabilities

(938)

Accrued taxes

586

Long-term debt, excluding current portion

(48,038)

Net assets disposed

52,839

Consideration less net assets disposed

12,447

Transaction costs

(2,133)

Gain

$

10,314

The Company allocated $1.1 million of the gain to non-controlling interests within the consolidated income statement. During the year ended December 31, 2018, the Company incurred $2.1 million of transaction related charges pertaining to legal, accounting and consulting services associated with the transaction. The US Solar Operations dodid not qualify as a discontinued operation because the disposition doesdid not represent a strategic shift that hashad a major effect on the Company’s operations and financial results. As a result, the historical results are included in continuing operations.

US Telecom

Disposition

On March 8, 2017, the Company completed the sale of its integrated voice and data communications and wholesale transport businesses in New England and New York for consideration of $25.9 million (the “Sovernet Transaction”). The consideration included $2.0 million of contingent consideration which represented the fair value of payments related to certain operational milestones of the disposed assets. The value of the contingent consideration was

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up to $4.0 million based on whether or not the operational milestones are achieved by December 31, 2017. The table below identifies the assets and liabilities transferred (amounts in thousands):

Consideration Received

$

25,926

Assets and liabilities disposed

Cash

1,821

Accounts receivable

1,696

Inventory

639

Prepayments and other current assets

1,034

Property, plant and equipment

25,294

Other assets

288

Accounts payable and accrued liabilities

(1,718)

Advance payments and deposits

(1,897)

Net assets disposed

27,157

Consideration less net assets disposed

(1,231)

Transaction costs

(1,156)

Loss

$

(2,387)

Prior to the closing of the transaction, the Company repurchased non-controlling interests from minority shareholders in a Sovernet subsidiary for $0.7 million. The non-controlling interest had a book value of 0. Additionally, the Company recorded a loss on deconsolidation of $0.5 million.

The Company incurred $1.2 million of transaction related charges pertaining to legal, accounting and consulting services associated with the transaction, of which $0.6 million were incurred during the year ended December 31, 2017 and $0.6 million were incurred during the year ended December 31, 2016. Since the Sovernet disposition does not relate to a strategic shift in its operations, the historic results and financial position of the operations are presented within continuing operations.

Subsequent to close of the Sovernet Transaction, management continually monitored and assessed the probability of earning the contingent consideration. In September 2017, based on progress toward achieving the operational milestones, and the December 31, 2017 deadline under which to do so, management determined that earning the contingent consideration was unlikely. As a result, the fair value of the contingent consideration was reduced to 0. The amount was recorded as a loss on disposition of assets within operating income during the year ended December 31, 2017. The disposed assets did not achieve the operational milestones by the December 31 deadline.

International Telecom

Disposition

On August 18, 2017, the Company completed the sale of the Viya cable operations located in the British Virgin Islands. The company did not recognize a gain or loss on the transaction.

On January 3, 2017, the Company completed the sale of the Viya cable operations located in St. Maarten for $4.8 million and recognized a gain of $0.1 million on the transaction.

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Disposition of International Solar Business

On November 19, 2020, the Company entered into a Sale and Purchase Agreement (the “Vibrant Sale Agreement”) pursuant to which the Company, through its subsidiaries, has agreed to sell 67% of the outstanding equity interests of Vibrant Energy Holdings Pte. Ltd. (“Vibrant”) for consideration of approximately $21 million at closing and the potential for up to $6.3 million of additional “earn out” consideration upon the satisfaction of certain conditions (the “Vibrant Transaction”). The Company will retain a 33% ownership interest in Vibrant. The Vibrant Sale Agreement contains representations, warranties and covenants of the parties that are customary for transactions of this type. The Company reported Vibrant’s $34.7 million of assets and $0.7 million of liabilities as held for sale in its December 31, 2020 balance sheet. The assets held for sale include $30.2 million of property, plant and equipment, $3.8 million of current assets, and $0.7 million of other assets. The liabilities held for sale includes $0.7 million of current liabilities. The Company reported a loss of $21.5 million on the held for sale transaction during the year ended December 31, 2020.

In January 2021, the Company completed the sale of 67% of the outstanding equity in its business that owns and operates distributed generation solar power projects operated under the Vibrant name in India. The post-sale results of the British Virgin IslandsCompany’s ownership interest in Vibrant will be recorded through the equity method of accounting within the Corporate and St. Maarten operations areOther operating segment. As such, the Company’s consolidated financial statements will not materialinclude revenue and operating expenses from Vibrant, but instead, “other income (expense)” within the Corporate and Other operating segment will include its 33% share of Vibrant’s profits or losses. The Company will continue to present the Company’s historical results of operations. Sinceits Renewable Energy segment for comparative purposes.

The Vibrant Transaction does not qualify as discontinued operations because the dispositions dowas not relate to a strategic shift in itswhich will have a major effect on the Company’s operations, the historical results and financial position of the operations are presented within continuing operations.

US Telecom

Platform Investments

During the second quarter of 2018, wethe Company invested in a new platform, based in the United States, to develop in-building wirelessprivate network technology that enables building owners to capitalize on the growing demand for better indoor wireless solutions.service enterprise customers, municipalities, and other service providers.  Also during the second quarter of 2018, wethe Company provided funding for another new platform, based in the United States, seeking to “build to suit” large scale fiber networks to serve the telecommunications and content provider industries in need of lower latency long haul fiber transit services. 

International Telecom

Platform Investments

In 2017, we completed our investment in a technology solutions business based in Bermuda that provides a variety of cloud-based managed services and information technology solutions for enterprise hosted software applications.

7. ACCOUNTS RECEIVABLE:

As ofOn December 31, 20192020, the Company announced that it entered into an Agreement and 2018, accounts receivable consistPlan of Merger (the “Alaska Merger Agreement”) with Freedom 3 Capital, LLC (“Freedom3”) to acquire all of the following (in thousands):

    

2019

    

2018

 

Retail

$

13,659

$

13,785

Wholesale

 

34,969

 

40,982

Accounts receivable

 

48,628

 

54,767

Less: allowance for doubtful accounts

 

(12,724)

 

(16,462)

Total accounts receivable, net

$

35,904

$

38,305

shares of Alaska Communications Systems Group, Inc. (“Alaska Communications”), a publicly listed company (Nasdaq:ALSK) for approximately $340 million, including the assumption of debt (the “Alaska Transaction”). Following the closing of the Alaska Transaction, the Company will, through its subsidiaries, own and control approximately 51% of Alaska Communications and Freedom3, through its affiliates, will own the remaining 49%. In February 2021, the required waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976 expired, however the Alaska Transaction remains subject to customary closing terms and conditions including (i) the approval of Alaska Communications’ stockholders, (ii) the absence of certain legal impediments, and (iii) obtaining the necessary consents from the Federal Communications Commissions and the Regulatory Commission of Alaska.

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8.7. FIXED ASSETS:

As of December 31, 20192020 and 2018,2019, property, plant and equipment consisted of the following (in thousands):

Useful Life

Useful Life

    

(in Years)

    

2019

    

2018

 

    

(in Years)

    

2020

    

2019

 

Telecommunications equipment and towers

 

5 -15

$

979,028

$

914,275

 

5 -15

$

1,012,457

$

979,028

Solar assets

20-23

40,043

38,692

20-23

-

40,043

Office and computer equipment

 

3 -10

 

82,630

 

77,085

 

3 -10

 

87,427

 

82,630

Buildings

 

15-39

 

48,565

 

48,900

 

15-39

 

52,048

 

48,565

Transportation vehicles

 

3 -10

 

13,424

 

15,039

 

3 -10

 

13,730

 

13,424

Leasehold improvements

 

Shorter of useful
life or lease term

 

2,316

 

2,033

 

Shorter of useful
life or lease term

 

16,709

 

2,316

Land

 

 

15,503

 

14,728

 

 

8,180

 

15,503

Furniture and fixtures

 

5 -10

 

8,866

 

9,200

 

5 -10

 

11,320

 

8,866

Total property, plant and equipment

 

1,190,375

 

1,119,952

 

1,201,871

 

1,190,375

Construction in progress

 

47,180

 

68,964

 

50,909

 

47,180

Total property, plant and equipment

 

1,237,555

 

1,188,916

 

1,252,780

 

1,237,555

Less: Accumulated depreciation

 

(631,974)

 

(562,064)

 

(716,318)

 

(631,974)

Net fixed assets

$

605,581

$

626,852

$

536,462

$

605,581

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Depreciation and amortization of fixed assets, using the straight-line method over the assets’ estimated useful life, for the years ended December 31, 2020, 2019 and 2018 and 2017 was $86.5 million, $86.9 million $83.0 million and $83.3$83.0 million, respectively. Included within telecommunication equipment and towers are certain right to use assets under capital lease with a cost of $25.9$25.4 million and $27.7$25.9 million and net book value of and $16.5$15.9 million and $20.2$16.5 million, as of December 31, 2020 and 2019, and 2018, respectively. The 2018 amounts above include a reclassification of $38.6 million from construction in progress to solar assets.

For the years ended December 31, 20192020 and 2018,2019, the Company received capital expenditure grants of $3.1$16.3 million and $5.4$3.1 million, respectively.

The Company had $3.6$5.6 million and $1.2$3.6 million of capitalized implementation costs at December 31, 2020 and 2019, and 2018, respectively,respectively. The Company amortized $0.7 and $0.2 million of implementation costs were amortized during the year ended December 31, 2019.

In 2018, the US Telecom segment sold approximately 100 cell sites for $24.0 million.  The disposed assets had a book value of $8.8 million2020 and the Company recorded a gain of $15.2 million on the transaction. 

2019, respectively.

9.8. GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company tests goodwill for impairment at each of its reporting units on an annual basis, which has been determined to be as of October 1st. The Company has historically completed our goodwill impairment assessment of its reporting units as of December 31st. To better align with the Company’s annual internal planning and budgeting process, the Company changed its annual goodwill impairment assessment for all reporting units to be as of October 1st. The Company’s reporting units are one level below its operating segments. The Company also tests goodwill between annual tests if an event occurs or circumstances change that indicate that the fair value of a reporting unit may be below its carrying value.

The Company’s qualitative goodwill impairment test includes, but is not limited to, assessing macroeconomic conditions, industry and market considerations, technological changes and trends, and overall financial performance of the reporting unit. The Company’s quantitative test for goodwill impairment involves a comparison of the estimated fair value of a reporting unit to its carrying amount, including goodwill. The Company determines the fair value of a reporting unit using either a market or income approach. The market approach uses prices generated by market transactions involving comparable businesses. The income approach is based on a discounted cash flow (“DCF”) model. The DCF model requires the exercise of significant judgment, including judgments and assumptions about appropriate discount rates and revenue growth. Discount rates are based on a weighted-average cost of capital (“WACC”), which represents the average rate a business must pay its providers of debt and equity. The revenue growth and cash flows employed in the DCF model were derived from internal earnings and forecasts and external market forecasts.

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For its annual impairment analysis, as of October 1, 2020, the fourth quarterCompany performed a qualitative analysis for all reporting units other than its Viya reporting unit. The qualitative analysis was completed after the 2019 quantitative analysis using a DCF model determined that the fair value of each reporting unit significantly exceeded its carrying value, including goodwill. The qualitative analysis concluded that 0 impairment was necessary in 2020. For the Company’s Viya reporting unit, its 2019 as partimpairment analysis determined that its fair value exceeded its carrying value, including goodwill, by 12%. As a result the Company performed a quantitative analysis using a DCF model for this reporting unit during 2020. Based on the results of this test for Viya, the fair value of this reporting unit exceeded its carrying value by approximately 9%, and accordingly a relatively small change in the underlying assumptions, including the revenue growth and the discount rate, would likely cause a change in the results of the Company’s strategicimpairment assessment and, as such, could result in an impairment of its reporting units and the strategic alternatives available in its operating markets,goodwill related to Viya, for which the carrying amount is $20.6 million.

During 2019, the Company recorded a goodwill impairment of $3.3 million in the Renewable Energy segment. The impairment assessment was based on a market approach. The Company concluded that the fair value of the reporting unit exceeded its carrying amount by an amount in excess of the reporting unit’s goodwill. As a result, a goodwill impairment was recorded to reduce the value of the goodwill to 0.

For its annual impairment analysis of its remaining reporting units, as of October 1, 2019, the Company performed a quantitative analysis using a DCF model and determined that the carrying amounts of its reporting units, including goodwill, did not exceed their respective fair values and therefore, 0 additional impairment existed. For all reporting units, except for Viya, there was significant headroom. The assets in the impairment analysis. Based on the results of this test for Viya, the fair value of this reporting unit exceeded its carrying value by approximately 12%, and accordingly a relatively small change in the underlying assumptions, including the revenue growth and the discount rate, would likely cause a change in the results of the impairment assessment and,were reported as such, could result in an impairment of the goodwill relatedheld for sale at December 31, 2020. Refer to Viya, for which the carrying amount is $20.6 million.

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Note 6.

The Company’s impairment testing for 2018 and 2017 concluded that 0 impairments were necessary for any reporting units.

The table below discloses goodwill recorded in each of the Company’s segments and accumulated impairment changes (in thousands):

    

International

    

US

    

Renewable

    

Telecom

Telecom

Energy

Consolidated

Balance at December 31, 2017

$

24,326

$

35,268

$

3,279

$

63,970

Acquisitions

Balance at December 31, 2018

24,326

35,268

3,279

63,970

Impairment

(3,279)

(3,279)

Balance at December 31, 2019

$

24,326

$

35,268

$

$

60,691

International

US

Renewable

    

    

International

    

US

    

Renewable

    

Telecom

Telecom

Energy

Consolidated

Telecom

Telecom

Energy

Consolidated

Balance at December 31, 2018

$

24,326

$

35,268

$

3,279

$

63,970

Gross

$

24,326

$

35,268

$

3,279

$

63,970

Accumulated Impairment

 

 

 

 

Net

 

24,326

 

35,268

 

3,279

 

63,970

Impairment

0

0

(3,279)

(3,279)

Balance at December 31, 2019

24,326

35,268

0

60,691

Impairment

0

0

0

0

Balance at December 31, 2020

$

24,326

$

35,268

$

0

$

60,691

International

US

Renewable

    

Telecom

Telecom

Energy

Consolidated

Balance at December 31, 2019

Gross

24,326

35,268

3,279

63,970

$

24,326

$

35,268

$

3,279

$

63,970

Accumulated Impairment

 

(3,279)

(3,279)

 

0

 

0

 

(3,279)

 

(3,279)

Net

$

24,326

$

35,268

$

$

60,691

 

24,326

 

35,268

 

0

 

60,691

Balance at December 31, 2020

Gross

24,326

35,268

0

60,691

Accumulated Impairment

0

 

0

0

0

Net

$

24,326

$

35,268

$

0

$

60,691

Telecommunications Licenses

The Company tests those telecommunications licenses that are indefinite lived for impairment on an annual basis, which has been determined to be as of October 1st. The Company has historically completed our license impairment assessment as of December 31st. To better align with the Company’s annual internal planning and budgeting process, the Company changed its annual license impairment assessment to be as of October 1st. The Company also tests telecommunication licenses that are indefinite lived between annual tests if an event occurs or circumstances change that indicate that the fair value of a reporting unit may be below its carrying value.

The Company’s qualitative impairment test includes, but is not limited to, assessing macroeconomic conditions, industry and market considerations, technological changes and trends, overall financial performance, and

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legal and regulatory changes. The Company’s quantitative test for impairment involves a comparison of the estimated fair value of an asset to its carrying amount. The Company determines the fair value using either a market or income approach. The market approach uses prices generated by market transactions involving comparable assets. The income approach uses a DCF model. The DCF requires the exercise of significant judgement including Level 3 valuation inputs.

The Company performed qualitative assessments for its annual impairment assessment of its indefinite lived telecommunications licenses for 20192020 and determined that there were no indications of potential impairments. The Company’s impairment testing for 20182019 and 20172018 also determined that 0 impairments were required for any telecommunication licenses.

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The changes in the carrying amount of the Company’s telecommunications licenses, by operating segment, were as follows (in thousands):

    

International

    

US

    

    

International

    

US

    

Telecom

Telecom

Consolidated

 

Telecom

Telecom

Consolidated

 

Balance at December 31, 2017

$

23,347

$

72,605

$

95,952

Acquired licenses

 

 

485

485

Dispositions

 

 

(2,751)

(2,751)

Balance at December 31, 2018

$

23,347

$

70,339

$

93,686

$

23,347

$

70,339

$

93,686

Acquired licenses

 

 

 

0

 

0

0

Dispositions

 

 

 

0

 

0

0

Balance at December 31, 2019

$

23,347

$

70,339

$

93,686

$

23,347

$

70,339

$

93,686

Acquired licenses

 

200

 

20,197

20,397

Dispositions

0

0

0

Transfers

 

11,251

 

(11,251)

0

Balance at December 31, 2020

$

34,798

$

79,285

$

114,083

The licenses acquired during 20182020 and 2019 are expected to be available for use into perpetuity.

Customer Relationships

The customer relationships, all of which are included in the International Telecom segment, are being amortized on an accelerated basis, over the expected period during which their economic benefits are to be realized. The Company recorded $1.5 million, $1.8 million, $2.4 million, and $3.2$2.4 million of amortization related to customer relationships during year ended December 31, 2020, 2019, and 2018, and 2017, respectfully.respectively.

Future amortization of customer relationships, in its International Telecom segment, is as follows (in thousands):

    

Future Amortization

 

    

Future Amortization

 

2020

 

$

1,528

2021

 

1,300

 

$

1,300

2022

 

1,143

 

1,143

2023

 

827

 

827

2024

 

576

 

576

2025

 

576

Thereafter

2,067

1,491

Total

$

7,441

$

5,913

Other Intangible Assets

The Company has other intangible assets of $4.5$3.0 million consisting of $3.0 million of franchise rights and $1.5$1.1 million of tradenames in its International Telecom segment. These assets are recorded in other assets on the Company’s balance sheet as of December 31, 2019.2020 and 2019, respectively.

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10.9. LONG-TERM DEBT

On April 10, 2019, the Company entered into a Third Amendment and Confirmation Agreement (the “2019the 2019 Credit Facility”),Facility, with CoBank, ACB and the samea syndicate of lenders as the 2014 Credit Facility, as defined below.other lenders.  The 2019 Credit Facility provides for a $200$200 million revolving credit facility that includes (i) up to $75 million for standby or trade letters of credit and (ii) up to $10 million under a swingline sub-facility.  Approximately $8.0$16.0 million of performance and standby letters of credit have been issued and remain outstanding and undrawn as of December 31, 2019.2020.  The 2019 Credit Facility matures on April 10, 2024.

Amounts borrowed under the 2019 Credit Facility bear interest at a rate equal to, at the Company’s option, either (i) the LIBOR (as defined in the 2019 Credit Facility)London Interbank Offered Rate (“LIBOR”) plus an applicable margin ranging between 1.25% to 2.25% or (ii) a base rate plus an applicable margin ranging from 0.25% to 1.25%.  Swingline loans bear interest at the base rate plus the applicable margin for base rate loans. The base rate is equal to the higher of (i) 1.00% plus the higher of (x) the

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LIBOR for an interest period of one month and (y) the LIBOR for an interest period of one week; (ii) the Federal Funds Effective Rate (as defined in the 2019 Credit Facility) plus 0.50% per annum; and (iii) the Prime Rate (as defined in the 2019 Credit Facility). The applicable margin is determined based on the Total Net Leverage Ratio (as defined in the 2019 Credit Facility). Under the terms of the 2019 Credit Facility, the Company must also pay a fee ranging from 0.150% to 0.375% of the average daily unused portion of the 2019 Credit Facility over each calendar quarter.

  

The 2019 Credit Facility contains customary representations, warranties and covenants, including a financial covenant that imposes a maximum ratio of indebtedness to EBITDA as well as covenants limiting additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, sale and leasebacks, transactions with affiliates and fundamental changes.  The Company’s investments in “unrestricted” subsidiaries and certain dividend payments to the Company’s stockholders are not limited unless the Total Net Leverage Ratio is equal to or greater than 1.75 to 1.0. The Total Net Leverage Ratio is measured each fiscal quarter and is required to be less than or equal to 2.75 to 1.0. In the event of a Qualifying Acquisition (as defined in the 2019 Credit Facility), the Total Net Leverage Ratio increases to 3.25 to 1.0 for the subsequent three fiscal quarters. 

The 2019 Credit Facility also provides for the incurrence by the Company of incremental term loan facilities, when combined with increases to revolving loan commitments, in an aggregate amount not to exceed $200 million (the “Accordion”).  Amounts borrowed under the Accordion are also subject to proforma compliance with a net leverage ratio financial covenant.

As of December 31, 2019,2020, the Company was in compliance with all of the financial covenants, had 0 outstanding borrowings and, net of the $8.0$16.0 million of outstanding performance letters of credit, had $192.0$184.0 million of availability under the 2019 Credit Facility.

Prior to enteringFirstNet Receivables Credit Facility

On March 26, 2020, Commnet Finance, a wholly owned subsidiary of Commnet Wireless, entered into receivables credit facility with the 2019Company, Commnet Wireless, and CoBank, ACB (the “Receivables Credit Facility”).

The Receivables Credit Facility the Company hadprovides for a $225 million revolving credit facility (the “2014 Credit Facility”) with CoBank, ACB and a syndicate of other lenders that provided for (i) up to $10 million for standby or trade letters of credit, (ii) up to $25 million for letters of credit that were necessary or desirable to qualify for disbursements from the FCC’s mobility fund and (iii) up to $10 million under a swingline sub-facility. The 2014 Credit Facility had a maturity date of December 31, 2019. The 2014 Credit Facility also provided for the incurrence by the Company of incrementalsenior secured delayed draw term loan facilities, when combined with increases to revolving loan commitments, in an aggregate principal amount notof up to exceed $200 million. $75 million and the proceeds may be used to acquire certain receivables from Commnet Wireless.  The receivables to be financed and sold under the Receivables Credit Facility, which provide the loan security, relate to the obligations of AT&T under the FirstNet Agreement. The delayed draw period will expire on December 31, 2021.

Amounts borrowed underThe maturity date for each loan will be set by CoBank and will match the 2014 Credit Facility bore interestweighted average maturity of the certain receivables financed.

Interest on the loans accrues at a rate equal to, at the Company’s option, eitherbased on (i) the LIBOR plus an applicable margin ranging between 1.50% to 1.75% or2.50%, (ii) a base rate plus an applicable margin ranging from 0.50%1.50% or (iii) a fixed annual interest rate to 0.75%.  Swingline loans bore interest at the base rate plus the applicable margin for base rate loans.  be quoted by CoBank

The base rate was equal to the higher of (i) 1.00% plus the higher of (x) the one-week LIBOR and (y) the one-month LIBOR; (ii) the federal funds effective rate (as defined in the 2014 Credit Facility) plus 0.50% per annum; and (iii) the prime rate (as defined in the 2014 Credit Facility). The applicable margin was determined based on the ratio (as further defined in the 2014 Credit Facility) of the Company’s indebtedness to EBITDA. Under the terms of the 2014Receivables Credit Facility contains customary events of termination, representations and warranties, affirmative and negative covenants and events of default customary for facilities of this type.

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As of December 31, 2020, the Company also paid a fee ranging from 0.175% to 0.250% of the average daily unused portion of the 2014 Credit Facility over each calendar quarter.

The 2014 Credit Facility contained customary representations, warranties and covenants, including a financial covenant that imposed a maximum ratio of indebtedness to EBITDA as well as covenants limiting additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, sale and leasebacks, transactions with affiliates and fundamental changes.  The Company’s investment in “unrestricted” subsidiaries plus the aggregate amount of certain dividend payments to the Company’s stockholders was limited to $400 million.  Amounts borrowedhad 0 outstanding borrowings under the Accordion were also subject to pro-forma compliance with a net leverage ratio financial covenant. Receivables Credit Facility.

                

Viya Debt

The Company, and certain of its subsidiaries, have entered into a $60.0 million loan agreement (the “Viya Debt”) with Rural Telephone Finance Cooperative (“RTFC”).  The Viya Debt agreement contains customary

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representations, warranties and affirmative and negative covenants (including limitations on additional debt, guaranties, sale of assets and liens) and a financial covenant that limits the maximum ratio of indebtedness to annual operating cash flow to 3.5 to 1.0 (the “Net Leverage Ratio”).  This covenant is tested on an annual basis at the end of each fiscal year.  Interest is paid quarterly at a fixed rate of 4.0% and principal repayment is not required until maturity on July 1, 2026.  Prepayment of the Viya Debt may be subject to a fee under certain circumstances.  The debt is secured by certain assets of the Company’s Viya subsidiaries and is guaranteed by the Company. With RTFC’s consent, the Company funded the restoration of Viya’s network, following the Hurricanes in 2017, through an intercompany loan arrangement with a $75.0$75.0 million limit.  The Company was not in compliance with the Net Leverage Ratio covenant of the Viya Debt agreement for the year ending December 31, 20192020 and received a waiver from the RTFC on February 26, 2020.25, 2021. 

The Company paid a fee of $0.9 million in 2016 to lock the interest rate at 4% per annum over the term of the Viya Debt. The fee was recorded as a reduction to the Viya Debt carrying amount and is being amortized over the life of the loan. 

As of December 31, 2019,2020, $60.0 million of the Viya Debt remained outstanding and $0.6$0.5 million of the rate lock fee was unamortized.

One Communications Debt

The Company has an outstanding loan from HSBC Bank Bermuda Limited (the “One Communications Debt”) which is scheduled to mature on May 22, 2022 and bears interest at the one-month LIBOR plus a margin ranging between 2.5% to 2.75%, paid quarterly.

The One Communications Debt contains customary representations, warranties and affirmative and negative covenants (including limitations on additional debt, guaranties, sale of assets and liens) and financial covenants, tested annually as of and for the twelve months ended December 31st, that limit the ratio of tangible net worth to long term debt and total net debt to EBITDA and require a minimum debt service coverage ratio (as defined in the One Communications Debt agreement).  The Company was in compliance with its covenants as of December 31, 2019.2020.

 

As a condition of the One Communications Debt, the Company was required to enter into a hedging arrangement with a notional amount equal to at least 30% of the outstanding loan balance and a term corresponding to the term of the One Communications Debt.  As such, the Company entered into an amortizing interest rate swap that has been designated as a cash flow hedge, which had an original notional amount of $11.0 million, has an interest rate of 1.874%, and expires in March 2022.  As of December 31, 2019,2020, the swap hashad an unamortized notional amount of $8.5$7.3 million.

  

The Company capitalized $0.3 million of fees associated with the One Communications Debt which are being amortized over the life of the debt and are recorded as a reduction to the debt carrying amount.   

 

As of December 31, 2019, $27.22020, $13.4 million of the One Communications Debt was outstanding and $0.2$0.1 million of the capitalized fees remained unamortized.

Ahana Debt

On November 6, 2018, the Company consummated the US Solar Transaction which included the transfer of the Ahana Debt to the purchaser. Prior to the US Solar Transaction, the Company’s US solar operations issued $20.6 million in aggregate principal amount of 4.427% senior notes due in 2029 (the “Series A Notes”) and $45.2 million in aggregate principal amount of 5.327% senior notes due in 2031 (the “Series B Notes”).  These operations also issued a note to Public Service Electricity and Gas which bore interest at 11.3% due in 2027 (the “PSE&G Loan” and collectively with the Series A Notes and Series B Notes, the “Ahana Debt”).

For the Series A Notes and Series B Notes, interest and principal were payable semi-annually, until their respective maturity dates, and were secured by certain US solar assets and guaranteed by certain subsidiaries.

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Repayment of the PSE&G Loan could have been made in either cash or SRECs at the Company’s discretion, with the value of the SRECs being fixed at the time of the loan’s closing.  Prior to the US Solar Transaction, the Company made all repayments of the PSE&G Loan using SRECs.

The Company capitalized $2.8 million of fees associated with the Ahana Debt which were recorded as a reduction to the debt carryingamount and amortized over the life of the notes.

 

11.10. GOVERNMENT GRANTS

Universal Service Fund

The Federal Universal Service Fund (“USF”)USF is a subsidy program managed by the FCC. USF funds are disbursed to telecommunication providers through 4 programs: the High Cost Program; Low Income Program;Program (“Lifeline Program”); Schools and Libraries

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Program (“E-Rate”E-Rate Program”); and Rural Health Care Support Program. The Company participates in the High Cost Program, Low IncomeLifeline Program, Schools and Libraries Programs,E-Rate Program, and Rural Health Care Support programsProgram as further described below. All of these funding programs are subject to certain operational and reporting compliance requirements. The Company believes it is in compliance with all applicable requirements.

The FCC’s Mobility Funds and Connect America Funds are administered through the High Cost Program. The High Cost Support program subsidizes telecommunications services in rural and remote areas. The FCC created the Phase I Mobility Fund (“Phase I Mobility Fund”), a one-time award meant to support wireless coverage in underserved geographic areas in the United States.

The Company received $21.1 million of Phase I Mobility Fund support to its wholesale wireless business (the “Mobility Funds”) to be used to expand voice and broadband networks in certain geographic areas in order to offer either 3G or 4G service. Of these funds, $7.2 million was recorded as an offset to the cost of the property, plant, and equipment associated with these projects and, consequentially, a reduction of future depreciation expense. The remaining $13.9 million received offset operating expenses from inception of the program through part of the third quarter of 2018. The Mobility Funds projects and their operating results are included within the Company’s US Telecom segment. As part of the receipt of the Mobility Funds, the Company committed to comply with certain additional FCC construction and other requirements. If the requirements are not met the funds may be subject to claw back provisions.  The Company currently expects to comply with all applicable requirements related to these funds.

During the years ended December 31, 2020, 2019 2018 and 2017,2018, the Company recorded $16.4 million, $16.5$16.4 million, and $16.5 million, respectively, of revenue from High Cost Support in the Company’sits International Telecom segment for its US Virgin Islands operations. operations under the “Viya” name. In addition, the Company recorded revenue of $15.5 million during the year ended December 31, 2018, from additional funding authorized by the FCC following the Hurricanes. In 2018, the FCC initiated a proceeding to reform the High Cost Program in the US Virgin Islands and Puerto Rico in which it proposed to allocate USF funding of up to $18.7 million per year (inclusive of the $16.4 million per year currently allocated to Viya) for 10 years to supplant the $16.4 million that Viya currently receives per year. While Viya applied for Connect USVI Fund support allocated for the US Virgin Islands, on November 16, 2020, the FCC announced that Viya was not the recipient of the provisional award and that the FCC had provisionally accepted a bid of approximately $8.6 million per year for a term of 10 years. Viya has challenged this decision and its challenge remains pending before the FCC. If Viya’s challenge is not granted, pursuant to the terms of the program, Viya’s USF support will be reduced, to two-thirds of the legacy total amount, or $10.9 million, during the first year following the finalization of the award and to one-third of the legacy total amount, or $5.5 million, during the second year. Thereafter, Viya will not receive high-cost USF support.

Also, during each year ended December 31, 2020, 2019 2018 and 2017,2018, the Company recorded $1.2$1.2 million of High Cost Support revenue in its US Telecom segment. The Company is subject to certain operational, reporting and construction requirements as a result of this funding and the Company believes that it is in compliance with all of these requirements. In addition, the Company recorded revenue of $15.5 million during the year ended December 31, 2018, from additional funding authorized by the FCC following the Hurricanes.

In August 2018, the Company was awarded $79.9 million over 10 years under the Connect America Fund Phase II Auction. The funding began in the second quarter of 2019 and the Company is required to provide fixed broadband and voice services to certain eligible areas in the United States. The Company is subject to operational and reporting requirements under the program and the Company expects to incur additional capital expenditures to comply with these requirements. The Company determined the award is a revenue grant, and as a result the Company will record the funding as revenue upon receipt. The Company recorded $5.3$7.6 million and $5.3 million of revenue in the yearyears ended December 31, 2020 and December 31, 2019, respectively, from the Connect America Fund Phase II program.

The E-Rate program provides discounted telecommunication access to eligible schools and libraries.  The E-Rate program (i) awards specialCompany also receives construction fundinggrants to build network connectivity for eligible participants, and (ii) pays for discounted recurring charges for eligible broadband services.communities.  The special construction funding is used to reimburse construction costs and is distributed upon completion of a project.  As of December 31, 2019, the Company was awarded

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approximately $15.8 million of E-Rategrants. The Company was awarded $1.0 million of construction grants in 2020. As of December 31, 2020, the Company has completed its construction obligations on $10.2 million of these projects and $6.6 million of such construction obligations remain with construction completion obligationsdeadlines beginning in June 2020.September 2021. Once these projects are constructed, the Company is obligated to provide service to the E-Rate program participants. The Company receives funds upon construction completion and is in various stages of constructingcompletion. During 2020, the networks.Company received $2.9 million, which was used to offset operating activities. During 2019, the Company received $5.4 million, of which $3.1 million was a reimbursement of capital expenditures and $2.3 million offset operating activities. The Company expects to meet all requirements associated with these grants.

The Company also receives funding to provide discounted telecommunication services to eligible customers under the E-Rate, Lifeline, and Rural Health Care Support Programs. During the years ended December 31, 2020, 2019, 2018, and 20172018 the Company recorded revenue of $6.1$10.0 million, $8.2$6.1 million, and $10.2$8.2 million, respectively, in the aggregate from these programs. The Company is subject to certain operational and reporting requirements under the above mentioned programs and it believes that it is in compliance with all of these requirements.

CARES Act

During the fourth quarter of 2020, the Company received $16.3 million of funding under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The funding was utilized to construct network infrastructure in the

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Company’s US Telecom segment. The construction was complete in the fourth quarter of 2020 and the funding was recorded as a reduction to property, plant and equipment and subsequent reduction to depreciation expense.

Tribal Bidding Credit

As part of the broadcast television spectrum incentive auction, the FCC implemented a tribal lands bidding credit to encourage deployment of wireless services utilizing 600 MHz spectrum on the lands of federally recognized tribes.  The Company received a bidding credit of $7.4 million under this program in 2018.  A portion of these funds will be used to offset network capital costs and a portion will be used to offset the costs of supporting the networks.  The Company’s current estimate is that it will use $5.4$5.8 million to offset capital costs, and, consequently reducereducing future depreciation expense and $2.0$1.6 million to offset the cost of supporting the network which will reduce future operating expense.  Through December 31, 2020, the Company has spent $5.8 million on capital expenditures and has recorded $0.2 million in offsets to the cost of supporting the network. The credits are subject to certain requirements, including deploying service by January 2021 and meeting minimum coverage metrics.  If the requirements are not met the funds may be subject to claw back provisions.  The Company currently expects to comply with all applicable requirements related to these funds.

CBRS Auction

During the third quarter of 2020, the Company participated in the FCC’s Citizens Broadband Radio Service (CBRS) auction for Priority Access Licenses (PALs) in the 3.5 GHz spectrum band. These PALs are licensed on a county-by-county basis and are awarded for a 10-year renewable term. The Company was a winning bidder for PALs located strategically throughout the United States at a total cost of approximately $20.4 million. In connection with the awarded licenses, the Company will have to achieve certain CBRS spectrum build out obligations. The Company currently expects to comply with all applicable requirements related to these licenses.

12.RDOF

In the 2020 Rural Digital Opportunity Fund Phase I Auction (“RDOF”), pending the FCC’s conclusion of the award process, the Company expects to receive approximately $20.1 million over 10 years to provide broadband coverage to over 10,000 households. Once confirmed, the Company will be obligated to provide broadband and voice services to certain eligible areas in the United States.

11. EQUITY

Common Stock

The Company has paid quarterly dividends on its common stockCommon Stock since January 1999.

Treasury Stock

On September 19, 2016, the Company’s Board of Directors authorized the repurchase of up to $50.0 million of its common stock,Common Stock, from time to time, on the open market or in privately negotiated transactions (the “2016 Repurchase Plan”). As of December 31, 2019,2020, the Company has $37.530.9 million available to be repurchased under the 2016 Repurchase Plan.

During the years ended December 31, 2019, 2018 and 2017, the Company repurchased the following shares under the 2016 Repurchase Plan:

Shares

Aggregate Cost

Average

Year ended December 31, 

    

Repurchased

    

(in thousands)

    

Repurchase Price

 

2019

 

3,104

$

162

$

52.37

2018

 

30,427

1,577

51.82

2017

 

201,932

10,636

52.67

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During the years ended December 31, 2020, 2019 and 2018, the Company repurchased the following shares under the 2016 Repurchase Plan:

Shares

Aggregate Cost

Average

Year ended December 31, 

    

Repurchased

    

(in thousands)

    

Repurchase Price

 

2020

 

129,273

$

6,589

$

50.97

2019

 

3,104

162

52.37

2018

 

30,427

1,576

51.82

During the years ended December 31, 2020, 2019 and 2017,2018, the Company repurchased the following shares from employees to satisfy tax withholding and stock options exercise obligations incurred in connection with the vesting of restricted stock awards and the exercise of stock options:

Aggregate

Aggregate

Shares

Cost

Average

Shares

Cost

Average

Year ended December 31,

    

Repurchased

    

(in thousands)

    

Repurchase Price

    

Repurchased

    

(in thousands)

    

Repurchase Price

2020

 

32,227

$

1,733

$

53.78

2019

 

42,703

$

2,419

$

56.65

 

42,703

2,419

56.65

2018

 

141,180

10,859

76.76

 

141,180

10,859

76.76

2017

 

32,814

2,348

72.50

Stock-Based Compensation

The Company reserved 2,000,000 shares for the grant of stock options, restricted stock awards, restricted stock units, stock equivalents and awards of shares of common stockCommon Stock that are not subject to restrictions or forfeiture. As of December 31, 2019,2020, the Company has approximately 723,000610,000 shares available for grants.

Stock Options

Stock options have a term of ten10 years and vest annually and ratably over a period of four years.

The following table summarizes stock option activity for the years ended December 31, 20192020 and 2018:2019:

Year Ended December 31, 2019

Weighted Average

Remaining

Number of

Weighted Avg.

Contractual

Aggregate

    

Options

    

Exercise Price

    

Term (Years)

    

Intrinsic Value

 

Outstanding at January 1, 2019

 

42,000

$

48.61

Granted

Forfeited

 

(7,500)

 

52.97

Expired

 

(2,500)

 

52.97

Exercised

 

(17,000)

 

45.39

Outstanding at December 31, 2019

 

15,000

49.34

3.2

$

170,900

Vested and expected to vest at December 31, 2019

 

15,000

49.34

3.2

$

170,900

Exercisable at December 31, 2019

 

15,000

49.34

3.2

$

170,900

Year Ended December 31, 2018

Weighted Average

Remaining

Number of

Weighted Avg.

Contractual

Aggregate

    

Options

    

Exercise Price

    

Term (Years)

    

Intrinsic Value

 

Outstanding at January 1, 2018

 

200,021

$

41.76

Granted

 

 

Exercised

 

(158,021)

 

39.95

Outstanding at December 31, 2018

 

42,000

 

48.61

 

4.1

 

$

823,515

Vested and expected to vest at December 31, 2018

 

42,000

 

48.61

 

4.1

 

$

962,840

Exercisable at December 31, 2018

 

33,250

 

46.76

 

3.0

 

$

823,515

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The following table summarizes information relating to options granted and exercised during the years ended December 31, 2019, 2018 and 2017 (in thousands, except fair value of options granted data):

    

2019

    

2018

    

2017

 

Weighted-average fair value of options granted

$

$

$

13.77

Aggregate intrinsic value of options exercised

 

229

 

5,927

936

Cash proceeds received upon exercise of options

 

 

72

1,030

Excess tax benefits from share-based compensation

 

 

The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s closing common stock price on December 31st and the exercise price, multiplied by the number of the in-the-money stock options) that would have been received by the stock option holders had all stock options holders exercised their stock options on December 31st. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s common stock.

The estimated fair value of the options granted during the year ended December 31, 2017 was determined using a Black Scholes option pricing model, based on the following weighted average assumptions:

2017

Risk-free interest rate

1.79

%  

Expected dividend yield

1.28

%  

Expected life

4.00

years

Expected volatility

34.01

%  

The Company did not grant any options during the years ended December 31, 2019 or 2018. The Company did not recognize any compensation expense related to granted options in 2019 and recognized $0.1 of stock compensation expense during 2018 and 2017.

Restricted Stock

Restricted stock issued under the 2008 Equity Investment Plan vests over four years.

The following table summarizes restricted stock activity during the year ended December 31, 2019:

    

Weighted Avg.

    

Shares

    

Fair Value

 

Unvested as of January 1, 2019

 

200,653

$

65.21

Granted

 

108,278

54.68

Forfeited

 

(18,579)

57.04

Vested and issued

 

(86,206)

65.77

Unvested as of December 31, 2019

 

204,146

$

60.13

The following table summarizes restricted stock activity during the year ended December 31, 2018:

    

Weighted Avg. 

Year Ended December 31, 2020

    

Shares

    

Fair Value

 

Weighted Average

Unvested as of January 1, 2018

 

214,938

$

68.62

Remaining

Number of

Weighted Avg.

Contractual

Aggregate

    

Options

    

Exercise Price

    

Term (Years)

    

Intrinsic Value

 

Outstanding at January 1, 2019

 

15,000

$

49.34

Granted

 

111,474

 

59.52

0

Forfeited

 

(31,327)

 

66.53

 

 

Vested and issued

 

(94,432)

 

66.27

Unvested as of December 31, 2018

 

200,653

$

65.21

Expired

 

 

Exercised

 

 

Outstanding at December 31, 2020

 

15,000

49.34

2.2

$

34,600

Vested and expected to vest at December 31, 2020

 

15,000

49.34

2.2

$

34,600

Exercisable at December 31, 2020

 

15,000

49.34

2.2

$

34,600

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In connection with the grant of restricted shares, the Company recognized $6.4 million, $6.1 million and $6.6 million of compensation expense within its income statements for the years ended December 31, 2019, 2018, and 2017, respectively. In addition, the Company recognized $0.2 million and $0.3 million of compensation expense within its income statement for the year ended December 31, 2018 and 2017, respectively, for shares of the Company’s subsidiaries granted to the management team of those subsidiaries.

The unvested shares as of December 31, 2019 represent $8.2 million in unamortized stock based compensation which will be recognized over a weighted average period of 2.4 years.

13. INCOME TAXES

Tax Reform

The Tax Cuts and Jobs Act of 2017 (the “Tax Act” also commonly referred to as US tax reform), which was signed into law on December 22, 2017, has resulted in significant changes to the US corporate income tax system and the US Virgin Islands mirror code which replaces “United States” with “US Virgin Islands” throughout the Internal Revenue Code. The Tax Act transitions international taxation from a worldwide system to a modified territorial system and includes two base erosion prevention measures on non-US earnings, which has the effect of subjecting certain earnings of The Company’s foreign subsidiaries to US taxation as global intangible low taxed income (“GILTI”) and eliminates the deduction of certain payments made to related foreign corporations, and imposes a minimum tax if greater than regular tax under the base-erosion and anti-abuse tax (“BEAT”). These changes became effective beginning in 2018 but did not have an impact on us in the initial year. Based on The Company’s annual results for 2019 we are not calculating a GILTI inclusion for 2019. We do not believe we are subject to BEAT and therefore have not included any tax impacts of BEAT in The Company’s consolidated financial statements for the year ended December 31, 2019.

The components of income before income taxes for the years ended December 31, 2019, 2018 and 2017 are as follows (in thousands):

    

2019

    

2018

    

2017

 

Domestic

$

(15,661)

$

28,917

$

25,232

Foreign

 

21,733

 

24,825

 

22,321

Total

$

6,072

$

53,742

$

47,553

The following is a reconciliation from the tax computed at statutory income tax rates to the Company’s income tax expense for the years ended December 31, 2019, 2018, and 2017 (in thousands):

    

2019

    

2018

    

2017

 

Tax computed at statutory US federal income tax rates

$

1,275

$

11,286

$

16,644

Non-controlling interest

(648)

(1,114)

(2,887)

Foreign tax rate differential

(1,820)

(2,716)

(6,621)

Over (under) provided in prior periods

 

(244)

 

(4,683)

 

(18)

Nondeductible expenses

 

3,781

 

1,610

 

929

Capitalized transactions costs

 

19

 

62

 

53

Change in tax reserves

3,883

10,657

4,433

State Taxes, net of federal benefit

 

(429)

 

1,674

 

1,075

Change in valuation allowance

 

(35)

 

1,539

 

6,137

Investment Tax Credit

(1,215)

Refund Claim for Domestic Production Deduction

235

(3,382)

Tax Cuts and Jobs Act of 2017

(148)

(10,639)

Capital loss

15

(6,990)

Deferred income tax revaluation

(513)

Other, net

51

453

(75)

Total Income Tax Expense

$

4,105

$

18,870

$

(1,341)

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Year Ended December 31, 2019

Weighted Average

Remaining

Number of

Weighted Avg.

Contractual

Aggregate

    

Options

    

Exercise Price

    

Term (Years)

    

Intrinsic Value

 

Outstanding at January 1, 2018

 

42,000

$

48.61

Granted

0

Forfeited

 

(7,500)

 

52.97

Expired

 

(2,500)

 

52.97

Exercised

 

(17,000)

 

45.39

Outstanding at December 31, 2019

 

15,000

49.34

3.2

$

170,900

Vested and expected to vest at December 31, 2019

 

15,000

49.34

3.2

$

170,900

The componentsfollowing table summarizes information relating to options granted and exercised during the years ended December 31, 2020, 2019 and 2018 (in thousands, except fair value of options granted data):

    

2020

    

2019

    

2018

 

Aggregate intrinsic value of options exercised

$

$

229

$

5,927

Cash proceeds received upon exercise of options

 

 

 

72

The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s closing Common Stock price on December 31st and the exercise price, multiplied by the number of the in-the-money stock options) that would have been received by the stock option holders had all stock options holders exercised their stock options on December 31st. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s Common Stock.

The Company has not granted any options since 2017. The Company did not recognize any compensation expense in 2020 or 2019 related to granted options and recognized $0.1 of stock compensation expense during 2018.

Restricted Stock

Restricted stock issued under the 2008 Equity Investment Plan vests over four years.

The following table summarizes restricted stock activity during the year ended December 31, 2020:

    

Weighted Avg.

    

Shares

    

Fair Value

 

Unvested as of January 1, 2020

 

204,146

$

60.13

Granted

 

116,404

50.45

Forfeited

 

(3,323)

59.99

Vested and issued

 

(93,604)

61.75

Unvested as of December 31, 2020

 

223,623

$

54.42

The following table summarizes restricted stock activity during the year ended December 31, 2019:

    

Weighted Avg. 

    

Shares

    

Fair Value

 

Unvested as of January 1, 2019

 

200,653

$

65.21

Granted

 

108,278

 

54.68

Forfeited

 

(18,579)

 

57.04

Vested and issued

 

(86,206)

 

65.77

Unvested as of December 31, 2019

 

204,146

$

60.13

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Table of Contents

In connection with the grant of restricted shares, the Company recognized $5.6 million, $6.4 million and $6.1 million of compensation expense within its income tax expense (benefit)statements for the years ended December 31, 2020, 2019, and 2018, respectively. The Company recognized $0.3 million, $0.5 million, and 2017 are as follows (in thousands):

\

    

2019

    

2018

    

2017

Current:

United States—Federal

$

(1,559)

$

24,546

$

375

United States—State

 

(336)

 

4,506

 

500

Foreign

 

8,192

 

13,060

 

11,289

Total current income tax expense

$

6,297

$

42,112

$

12,164

Deferred:

United States—Federal

$

(1,805)

$

(17,947)

$

(10,892)

United States—State

 

(93)

 

(2,832)

 

950

Foreign

 

(294)

 

(2,463)

 

(3,563)

Total deferred income tax expense (benefit)

$

(2,192)

$

(23,242)

$

(13,505)

Consolidated:

United States—Federal

$

(3,364)

$

6,599

$

(10,517)

United States—State

 

(429)

 

1,674

 

1,450

Foreign

 

7,898

 

10,597

 

7,726

Total income tax expense (benefit)

$

4,105

$

18,870

$

(1,341)

$0.2 million of compensation expense within its income statement for the year ended December 31, 2020, 2019, and 2018, respectively, for shares of the Company’s subsidiaries granted to the management team of those subsidiaries.

The significant components of deferred tax assets and liabilities are as followsunvested shares as of December 31, 2019 and 2018 (in thousands):2020 represent $8.3 million in unamortized stock based compensation which will be recognized over a weighted average period of 2.4 years.

    

2019

    

2018

 

Deferred tax assets:

Receivables reserve

$

1,192

$

3,087

Temporary differences not currently deductible for tax

 

13,144

 

9,035

Deferred compensation

 

760

 

784

Operating lease liability

 

15,869

 

Pension

 

515

 

635

Net operating losses

 

40,492

 

29,496

Tax Credits

1,511

645

Total deferred tax asset

 

73,483

 

43,682

Deferred tax liabilities:

Property, plant and equipment, net

15,892

14,608

Right-of-use asset

15,869

Intangible assets, net

 

8,414

 

5,959

Total deferred tax liabilities

 

40,175

 

20,567

Valuation allowance

 

(39,406)

 

(31,442)

Net deferred tax liabilities

$

(6,098)

$

(8,327)

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12. INCOME TAXES

The components of income before income taxes for the years ended December 31, 2020, 2019 and 2018 are as follows (in thousands):

    

2020

    

2019

    

2018

 

Domestic

$

(17,689)

$

(15,661)

$

28,917

Foreign

 

17,782

 

21,733

 

24,825

Total

$

93

$

6,072

$

53,742

The following is a reconciliation from the tax computed at statutory income tax rates to the Company’s income tax expense for the years ended December 31, 2020, 2019, and 2018 (in thousands):

    

2020

    

2019

    

2018

 

Tax computed at statutory US federal income tax rates

$

20

$

1,275

$

11,286

Non-controlling interest

(851)

(648)

(1,114)

Foreign tax rate differential

1,866

(1,769)

(2,662)

Over (under) provided in prior periods

 

(520)

 

(244)

 

(4,683)

Nondeductible expenses

 

1,504

 

3,781

 

1,610

Benefit Attributable CARES Act

 

(3,064)

 

 

Capitalized transactions costs

 

 

19

 

62

Change in tax reserves

2,148

3,883

10,657

State Taxes, net of federal benefit

 

(409)

 

(429)

 

1,674

Change in valuation allowance

 

33

 

(35)

 

1,539

Investment Tax Credit

84

(1,215)

Refund Claim for Domestic Production Deduction

235

Tax Cuts and Jobs Act of 2017

(148)

Capital loss

15

Deferred income tax revaluation

(10)

(513)

Other, net

399

Total Income Tax Expense

$

801

$

4,105

$

18,870

The components of income tax expense (benefit) for the years ended December 31, 2020, 2019 and 2018 are as follows (in thousands):

\

    

2020

    

2019

    

2018

Current:

United States—Federal

$

504

$

(1,559)

$

24,546

United States—State

 

3

 

(336)

 

4,506

Foreign

 

7,611

 

8,192

 

13,060

Total current income tax expense

$

8,118

$

6,297

$

42,112

Deferred:

United States—Federal

$

(6,527)

$

(1,805)

$

(17,947)

United States—State

 

(413)

 

(93)

 

(2,832)

Foreign

 

(377)

 

(294)

 

(2,463)

Total deferred income tax expense (benefit)

$

(7,317)

$

(2,192)

$

(23,242)

Consolidated:

United States—Federal

$

(6,023)

$

(3,364)

$

6,599

United States—State

 

(410)

 

(429)

 

1,674

Foreign

 

7,234

 

7,898

 

10,597

Total income tax expense (benefit)

$

801

$

4,105

$

18,870

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Table of Contents

The significant components of deferred tax assets and liabilities are as follows as of December 31, 2020 and 2019 (in thousands):

    

2020

    

2019

 

Deferred tax assets:

Accounts receivable and inventory allowances

$

1,972

$

1,603

Basis in investments

 

7,512

 

6,937

Accrued expenses

 

4,701

 

5,923

Deferred revenue

 

3,141

 

2,864

Employee benefits

 

4,363

 

3,559

Other, net

 

744

 

Net operating losses

26,582

40,491

Tax Credits

1,997

2,726

Operating lease liability

14,648

15,869

Total deferred tax asset

 

65,660

 

79,972

Deferred tax liabilities:

Acquired intangible assets, property and equipment

26,736

30,419

Right-of-use asset

14,594

15,869

Prepaid expense

 

209

 

181

Other, net

 

 

195

Total deferred tax liabilities

 

41,539

 

46,664

Valuation allowance

 

(31,014)

 

(39,406)

Net deferred tax liabilities

$

(6,893)

$

(6,098)

Deferred tax assets and liabilities are reflected in the accompanying consolidated balance sheets as follows (in thousands):

    

2019

    

2018

 

    

2020

    

2019

 

Deferred tax assets:

Current

$

$

Long term

 

2,582

 

1,949

$

3,782

$

2,582

Total deferred tax asset

$

2,582

$

1,949

$

3,782

$

2,582

Deferred tax liabilities:

Current

$

$

Long term

 

(8,680)

 

(10,276)

$

(10,675)

$

(8,680)

Total deferred tax liabilities

$

(8,680)

$

(10,276)

$

(10,675)

$

(8,680)

Net deferred tax liabilities

$

(6,098)

$

(8,327)

$

(6,893)

$

(6,098)

The Company’s effective tax rate for the years ended December 31, 2020 and 2019 was 858.3% and 2018 was 67.6% and 35.1%, respectively. On March 27, 2020, the U.S. federal government enacted the CARES Act. The CARES Act, among other things, allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The effective tax rate for the year ended December 31, 2020 was primarily impacted by the following items: (i) a $3.1 million net benefit attributable to the remeasurement of domestic losses at a higher tax rate due to carryback provisions as provided by the CARES Act, (ii) a $2.1 million net increase of unrecognized tax positions, (iii) a $1.5 million net increase for permanently non-deductible expenses, (iv) a $21.5 million loss on the sale of Vibrant with no tax benefit, and (v) the mix of income generated among the jurisdictions in which the Company operates along with the exclusion of losses in jurisdictions where the Company cannot benefit from those losses as required by ASC 740-270-30-36(a), primarily in the US Virgin Islands.

The effective tax rate for the year ended December 31, 2019 was primarily impacted by the following items: (i) a $3.9$3.9 million net increase of unrecognized tax positions, (ii) a $3.8 million net increase for permanently non-deductible

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Table of Contents

expenses, (iii) a $1.2 million deferred tax benefit related to an investment tax credit, and (vi)(iv) the mix of income generated among the jurisdictions in which we operate along with the exclusion of losses in jurisdictions where we cannot benefit from those losses as required by ASC 740-270-30-36(a), primarily in the US Virgin Islands and India.

The effective tax rate for the year ended December 31, 2018 was primarily impacted by the following items: (i) a $10.6 million net increase of unrecognized tax positions, (ii) a $4.7 million net benefit to record a return to accrual adjustment, (iii) a $1.2 million benefit to recognize a capital loss carryover due to capital gains on sale of wireless licenses, (iv) a $1.4 million net benefit to record a valuation allowance release on an indefinite lived intangible asset, (v) a $1.7 million provision associated with the intercompany sale of assets from the US to the US Virgin Islands, and (vi) the mix of income generated among the jurisdictions in which we operate along with the exclusion of losses in jurisdictions where we cannot benefit from those losses as required by ASC 740-270-30-36(a), primarily in the US Virgin Islands and India.

As of December 31, 2019,2020, the Company estimated that it had gross federal, state and foreign net operating loss (“NOL”) carryforwards of $7.3$1.1 million, $6.1$18.9 million and $160.2$110.9 million respectively. Of these, $81.357.3 million will expire between 20252031 and 20402041 and $92.3$73.6 million may be carried forward indefinitely.

The Company assesses available positive and negative evidence to estimate if sufficient future taxable income will be generated to realize the existing deferred tax assets. A significant piece of negative evidence evaluated is cumulative losses incurred in certain reporting jurisdictions over the three-year period ended December 31, 2019.2020. Other negative evidence examined includes, but is not limited to, losses expected in early future years, a history of tax benefits expiring unused, uncertainties whose unfavorable resolution would adversely affect future results, and brief carryback, carry forward periods. On the basis of this evaluation, the Company believed it was more likely than not that the benefit from some of these federal, state, and foreign deferred taxes would not be realized.

In recognition of this risk at December 31, 20192020 the Company has provided a valuation allowance against certain domestic and foreign deferred tax assets of $39.4$31.0 million. The valuation allowance primarily relates to foreign net operating losses, with the remaining amount applicable to other net deferred tax assets which the Company does not expect to be able to realize.

As of December 31, 2019,2020, the Company had an estimated $129$145.1 million of undistributed earnings attributable to foreign subsidiaries for which no provision for state income taxes or foreign withholding taxes have been made because it is expected that such earnings will be reinvested outside the U.S. indefinitely unless repatriation can be done substantially tax-free. The Company will generally be free of additional U.S. federal tax consequences on distributed foreign subsidiary earnings due to a dividends received deduction implemented as part of the Tax Act for earnings distributed after January 1, 2018. Additionally, due to the one-time transition tax on the deemed repatriation of post-1986 undistributed foreign subsidiary earnings, the majority of previously unremitted earnings have already been

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Table of Contents

subjected to U.S. federal income tax. The Company continues to assert indefinite reinvestment on outside basis differences in ourits non-U.S. subsidiaries, additionallywith the exception of the Vibrant entities, which are held for sale as of December 31, 2020. Additionally any determination of the amount of the unrecognized deferred tax liability on outside basis differences is not practicable because of the complexity of laws and regulations, the varying tax treatment of alternative repatriation scenarios and the variation due to multiple potential assumptions relating to the timing of any future repatriation.

The Company had unrecognized tax benefits (including interest and penalty) of $40.8 million as of December 31, 2020, $38.6 million as of December 31, 2019 and $34.7 million as of December 31, 2018 and, $24.1 million as of December 31, 2017.2018. The net increase of the reserve during the year ended December 31, 20192020 was attributable to an increase in tax positions for prior periods of $2.0$2.1 million, a net increase in tax positions for the current period of $3.4$3.0 million and partially offset by a lapse in statute of a prior year position of $1.5$2.9 million.

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Table of Contents

The following shows the activity related to unrecognized tax benefits (not including interest and penalty) during the three years ended December 31, 20192020 (in thousands):

Gross unrecognized tax benefits at December 31, 2016

 

$

17,904

Increase in unrecognized tax benefits taken during a prior period

Increase in unrecognized tax benefits taken during the current period

3,394

Lapse in statute of limitations

(2)

Settlements

(335)

Gross unrecognized uncertain tax benefits at December 31, 2017

 

20,961

 

20,961

Increase in unrecognized tax benefits taken during a prior period

7,293

7,293

Increase in unrecognized tax benefits taken during the current period

 

3,408

 

3,408

Lapse in statute of limitations

 

(1,430)

 

(1,430)

Settlements

Gross unrecognized uncertain tax benefits at December 31, 2018

30,232

30,232

Increase in unrecognized tax benefits taken during a prior period

Increase in unrecognized tax benefits taken during the current period

 

3,383

 

3,383

Lapse in statute of limitations

 

(933)

 

(933)

Settlements

Gross unrecognized uncertain tax benefits at December 31, 2019

$

32,682

$

32,682

Increase in unrecognized tax benefits taken during a prior period

Increase in unrecognized tax benefits taken during the current period

2,964

Lapse in statute of limitations

(1,768)

Settlements

Gross unrecognized uncertain tax benefits at December 31, 2020

$

33,878

The Company’s accounting policy is to classify interest and penalties related to income tax matters as part of income tax expense. The accrued amounts for interest and penalties are $6.9 million as of December 31, 2020, $5.9 million as of December 31, 2019, and $4.5 million as of December 31, 2018, and $3.1 million as of December 31, 2017.2018.

All $38.6$40.7 million of gross unrecognized uncertain tax benefits (including interest and penalty) would impact the effective tax rate if recognized.

The Company and its subsidiaries file income tax returns in the US and in various, state and local and foreign jurisdictions. The statute of limitations related to the consolidated US federal income tax return is closed for all tax years up to and including 2015.  The federal tax audits are closed through 2014.2013. The expiration of the statute of limitations related to the various state and foreign income tax returns that the Company and subsidiaries file varies by jurisdiction.

14.13. RETIREMENT PLANS

The Company has noncontributory defined benefit pension plans as well as a noncontributory postretirement benefit plans offering defined medical, dental, vision, and life benefit planbenefits for certain employees of its International Telecom segment. The Company’s pension and other postretirement benefit plans are closed to new participants and only grandfathered participants continue to accrue additional benefits. Also, in 2020 the Company began the process of winding up one of its benefit plans. The Company reviews the funded status of its pension plans and makes contributions based on that analysis. The benefits are based on the participants’ compensation during their employment and the credited service years earned by participants. The Company funds the other postretirement benefit plans as benefits are paid.

F-44F-46

Table of Contents

The weighted-average rates assumed in the actuarial calculations for the pension and other postretirement benefit plans are as follows as of December 31, 2020, 2019 2018 and 2017:2018:

    

2019

    

2018

    

2017

    

2020

    

2019

    

2018

Discount Rate – Pension Benefit Obligation

 

4.2

%  

4.7

%  

4.2

%

 

2.6

%  

4.2

%  

4.7

%

Discount Rate – Pension Benefit Cost

4.5

%

4.3

%

4.6

%

3.5

%

4.5

%

4.3

%

Discount Rate – Postretirement Benefit Obligation

3.5

%  

4.5

%  

3.9

%

2.5

%  

3.5

%  

4.5

%

Discount Rate – Postretirement Benefit Cost

4.5

%

3.9

%

4.3

%

3.5

%

4.5

%

3.9

%

Annual salary increase

 

6.5

%  

6.5

%  

6.5

 

n/a

6.5

%  

6.5

Expected long-term return on plan assets

 

6.1

%  

6.1

%  

6.1

%

 

5.1

%  

6.1

%  

6.1

%

The expected long-term rate of return on plan assets was determined based on several factors including input from pension investment consultants, projected long-term returns of equity and bond indices, and historical returns over the life of the related obligations of the fund. The Company, in conjunction with its pension investment consultants, reviews its asset allocation periodically and rebalances its investments when appropriate in an effort to earn the expected long-term returns. The Company will continue to evaluate its long-term rate of return assumptions at least annually and will adjust them as necessary.

The annual salary increase assumption reflectsis no longer applicable as the Company’s estimated long term average rate of salary increases.plan participants no longer accrue additional service.

The discount rate was determined based on a review of market data including yields on high quality corporate bonds with maturities approximating the remaining life of the project benefit obligations.

The other postretirement benefit plans healthcare cost trend assumptions is based on health care trend rates. The 20192020 assumed medical health care cost trend rate is 6% trending to an ultimate rate of 4% in 2073.2074. The 20192020 and ultimate assumed dental care cost trend rate is 4%. The effect of a one-percentage-point increase in the assumed health care cost trend rates for each future year on the accumulated postretirement benefit obligation for health care benefits and the aggregate of the service and interest cost components of net periodic postretirement health care benefit cost is shown below:

2019

2018

Accumulated postretirement benefit obligation

Service cost plus interest cost

Accumulated postretirement benefit obligation

Service cost plus interest cost

At trend

4,900

308

4,013

308

At trend + 1%

5,242

337

4,305

338

Dollar Impact

342

29

292

30

Percentage Impact

7.0

%

9.4

%

7.3

%

9.7

%

At trend – 1%

4,597

284

3,755

282

Dollar Impact

(303)

(24)

(258)

(26)

Percentage Impact

(6.2)

%

(7.8)

%

(6.4)

%

(8.4)

%

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Table of Contents

Changes during the year in the projected benefit obligations and in the fair value of plan assets are as follows for 20192020 and 20182019 (in thousands):

    

2019

    

2018

    

2020

    

2019

Pension Benefits

Postretirement Benefits

Pension Benefits

Postretirement Benefits

Pension Benefits

Postretirement Benefits

Pension Benefits

Postretirement Benefits

Projected benefit obligations:

Balance at beginning of year:

$

76,900

$

4,012

$

80,355

$

5,307

$

81,977

$

4,899

$

76,900

$

4,012

Service cost

 

1,709

 

126

 

1,794

 

147

 

439

 

139

 

1,709

 

126

Interest cost

 

3,472

182

 

3,279

161

 

2,585

163

 

3,472

182

Benefits and settlements paid

 

(5,738)

 

(354)

 

(4,524)

 

(360)

 

(4,791)

 

(450)

 

(5,738)

 

(354)

Actuarial (gain) loss

 

5,739

 

933

 

(4,004)

 

(1,243)

 

8,651

 

759

 

5,739

 

933

Settlement

 

(105)

 

 

 

 

(89)

 

 

(105)

 

Balance at end of year

$

81,977

$

4,899

$

76,900

$

4,012

$

88,772

$

5,510

$

81,977

$

4,899

Plan net assets:

Balance at beginning of year:

$

77,530

$

$

80,892

$

$

83,350

$

$

77,530

$

Actual return on plan assets

10,678

 

(730)

 

10,398

 

10,678

 

Company contributions

 

838

 

354

 

1,830

 

360

 

958

 

450

 

838

 

354

Benefits and settlements paid

 

(5,696)

 

(354)

 

(4,462)

 

(360)

 

(5,354)

 

(450)

 

(5,696)

 

(354)

Balance at end of year

$

83,350

$

$

77,530

$

$

89,352

$

$

83,350

$

Over/ (Under) funded status of plan

$

1,373

$

(4,899)

$

630

$

(4,012)

$

580

$

(5,510)

$

1,373

$

(4,899)

The Company reports an asset or liability on its balance equal to the funded status of its pension and other postretirement benefit plans. Plans in an overfunded status are aggregated and recorded as a net benefit asset in other assets. Plans in an underfunded status are aggregated and recorded as a net benefit liability in other liabilities. The funded status of the Company’s pension and other retirement benefit plans is below (in thousands):

    

2019

    

2018

GTT Pension Benefit

Viya Pension Benefit

Postretirement Benefits

GTT Pension Benefit

Viya Pension Benefit

Postretirement Benefits

Projected benefit obligation

$

15,594

$

66,383

$

4,899

$

14,712

$

62,188

$

4,012

Plan Net Assets

15,054

68,296

14,105

63,425

Over/ (Under) funded status of plan

$

(540)

$

1,913

$

(4,899)

$

(607)

$

1,237

$

(4,012)

The Company’s investment policy for its pension assets is to have a reasonably balanced investment approach, with a long-term bias toward debt investments. The Company’s strategy allocates plan assets among equity, debt and other assets to achieve long-term returns without significant risk to principal. The pension fund has limitations from investing in the equity, debt or other securities of the employer, its subsidiaries or associates of the employer or any company of which the employer is a subsidiary or an associate.

F-46F-47

Table of Contents

The Company reports an asset or liability on its balance sheet equal to the funded status of its pension and other postretirement benefit plans. Plans in an overfunded status are aggregated and recorded as a net pension benefit asset in other assets. Plans in an underfunded status are aggregated and recorded as a net postretirement benefit liability in other liabilities. The funded status of the Company’s pension and other retirement benefit plans is below (in thousands):

    

2020

    

2019

GTT Pension Benefit

Viya Pension Benefit

Postretirement Benefits

GTT Pension Benefit

Viya Pension Benefit

Postretirement Benefits

Projected benefit obligation

$

15,609

$

73,163

$

5,510

$

15,594

$

66,383

$

4,899

Plan Net Assets

15,609

73,743

15,054

68,296

Over/ (Under) funded status of plan

$

$

580

$

(5,510)

$

(540)

$

1,913

$

(4,899)

The Company’s investment policy for its pension assets is to have a reasonably balanced investment approach, with a long-term bias toward debt investments. The Company’s strategy allocates plan assets among equity, debt and other assets to achieve long-term returns without significant risk to principal. The pension fund has limitations from investing in the equity, debt or other securities of the employer, its subsidiaries or associates of the employer or any company of which the employer is a subsidiary or an associate.

The fair values for the pension plan’s net assets, by asset category, at December 31, 2020 are as follows (in thousands):

Asset Category

    

Total

    

Level 1

    

Level 2

    

Level 3

 

Cash, cash equivalents, money markets and other

$

5,037

$

5,037

$

$

Common stock

27,785

24,781

3,004

Mutual funds - fixed income

9,494

9,494

Mutual funds - equities

8,278

8,278

Fixed income securities

37,225

37,225

Other

1,533

1,533

Total

$

89,352

$

49,123

$

40,229

$

The fair values for the pension plan’s net assets, by asset category, at December 31, 2019 are as follows (in thousands):

Asset Category

    

Total

    

Level 1

    

Level 2

    

Level 3

 

Cash, cash equivalents, money markets and other

$

4,982

$

4,982

$

$

Common stock

26,702

22,451

4,251

Mutual funds - fixed income

12,970

12,970

Mutual funds - equities

10,921

10,921

Fixed income securities

26,307

1,178

25,129

Other

1,468

1,031

437

Total

$

83,350

$

53,533

$

29,380

$

437

The fair values for the pension plan’s net assets, by asset category, at December 31, 2018 are as follows (in thousands):F-48

Asset Category

    

Total

    

Level 1

    

Level 2

    

Level 3

 

Cash, cash equivalents, money markets and other

$

5,173

$

5,173

$

$

Common stock

23,052

18,760

4,292

Mutual funds - fixed income

16,444

16,444

Mutual funds - equities

13,099

4,748

8,351

Fixed income securities

18,095

18,095

Other

1,667

1,177

490

Total

$

77,530

$

29,858

$

47,182

$

490

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The plan’s weighted-average asset allocations at December 31, 20192020 and 2018,2019, by asset category are as follows:

    

2019

    

2018

    

2020

    

2019

Cash, cash equivalents, money markets and other

 

6

%  

7

%

 

6

%  

6

%

Common stock

32

30

31

32

Mutual funds - fixed income

16

21

11

16

Mutual funds - equities

13

17

9

13

Fixed income securities

32

23

41

32

Other

1

2

2

1

Total

 

100

%  

100

%

 

100

%  

100

%

Amounts recognized on the Company’s consolidated balance sheets consist of (in thousands):

As of December 31, 

As of December 31, 

    

2019

    

2018

    

2020

    

2019

Pension benefits

Postretirement benefits

Pension benefits

Postretirement benefits

Pension benefits

Postretirement benefits

Pension benefits

Postretirement benefits

Accrued and current liabilities

$

$

340

$

$

271

$

$

381

$

$

340

Other Liabilities

540

4,559

744

3,742

5,129

540

4,559

Other Assets

 

1,913

 

 

1,375

 

 

580

 

 

1,913

 

Accumulated other comprehensive income, net of tax

1,484

359

938

1,350

(158)

(411)

1,484

359

Amounts recognized in accumulated other comprehensive income consist of (in thousands):

As of December 31, 

    

2020

    

2019

Pension benefits

Postretirement benefits

Pension benefits

Postretirement benefits

Unrecognized net actuarial gain (loss)

$

(1,159)

$

(411)

$

540

$

359

Accumulated other comprehensive income, pre-tax

(1,159)

(411)

540

359

Accumulated other comprehensive income (loss), net of tax

 

(158)

 

(411)

 

1,484

 

359

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Amounts recognized in accumulated other comprehensive loss consist of (in thousands):

As of December 31, 

    

2019

    

2018

Pension benefits

Postretirement benefits

Pension benefits

Postretirement benefits

Net actuarial gain

$

540

$

359

$

30

$

1,350

Accumulated other comprehensive income, pre-tax

540

359

30

1,350

Accumulated other comprehensive income, net of tax

 

1,484

 

359

 

938

 

1,350

Components of the plan’s net periodic pension cost are as follows for the years ended December 31, 2020, 2019 2018 and 20172018 (in thousands):

    

2019

    

2018

2017

    

2020

    

2019

2018

Pension benefits

Postretirement benefits

Pension benefits

Postretirement benefits

Pension benefits

Postretirement benefits

Pension benefits

Postretirement benefits

Pension benefits

Postretirement benefits

Pension benefits

Postretirement benefits

Operating expense

Service cost

$

1,709

$

126

$

1,794

$

147

$

1,676

$

183

$

439

$

139

$

1,709

$

126

$

1,794

$

147

Non-operating expense

Interest cost

 

3,472

 

182

 

3,279

161

 

3,388

206

 

2,585

 

163

 

3,472

 

182

 

3,279

 

161

Expected return on plan assets

 

(4,571)

 

 

(4,835)

 

(4,470)

 

(3,060)

 

 

(4,571)

 

 

(4,835)

 

Amortization of actuarial (gain) loss

 

29

 

(58)

 

121

(67)

 

716

 

 

(11)

 

29

 

(58)

 

121

 

(67)

Settlement

 

(35)

 

 

 

 

89

 

 

(35)

 

 

 

Net periodic pension cost

$

604

$

250

$

359

$

241

$

1,310

$

389

$

53

$

291

$

604

$

250

$

359

$

241

The Company is currently evaluating whether it will make any contributions to its pension and postretirement benefit plans during the year ending December 31, 2020.2021.

The following estimated benefits, which reflect expected future service, as appropriate, are expected to be paid over the next ten10 years as indicated below (in thousands):

    

Pension

Postretirement

    

Pension

Postretirement

Fiscal Year

Benefits

 

Benefits

Benefits

 

Benefits

2020

$

4,719

$

347

2021

 

4,476

320

$

19,691

$

386

2022

 

4,813

317

 

3,730

359

2023

 

4,339

263

 

3,703

276

2024

 

4,594

310

 

4,048

319

2025-2029

 

23,474

1,695

2025

 

3,706

356

2026-2030

 

19,058

1,679

Total

$

46,415

$

3,252

$

53,936

$

3,375

15.14. COMMITMENTS AND CONTINGENCIES

Regulatory and Litigation Matters

The Company and its subsidiaries are subject to certain regulatory and legal proceedings and other claims arising in the ordinary course of business, some of which involve claims for damages and taxes that are substantial in amount. The Company believes that, except for the items discussed below, for which the Company is currently unable to

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predict the final outcome, the disposition of proceedings currently pending will not have a material adverse effect on the Company’s financial position or results of operations.

TheIn 1990, the Company’s Guyana subsidiary, GTT, holdswas awarded a license to provide domestic fixed services and international voice and data services in Guyana on an exclusive basis until December 2030. Since 2001, the Government of Guyana has stated its intention to introduce additional competition into Guyana’s telecommunications sector. In connection therewith, the Company and GTT have met on several occasions with officials of the Government of Guyana to discuss potential modifications of GTT’s exclusivity and other rights under the existing agreement and license. On July 18, 2016,October 5, 2020, the Prime Minister of Guyana formally implemented telecommunications legislation previously passed by the Guyana Parliament passed telecommunications legislation, and on August 5,in 2016 the legislation was signed into law that introduces material changes to many features of Guyana’s existing telecommunications regulatory regime with the intention of creating a more competitive market. The legislation does not haveAt that time, the effectCompany was issued a new license to provide domestic and international voice as well as data services and mobile services in Guyana. NaN of terminating the Company’s exclusive license. Insteadcompetitors were issued service licenses as well. While the legislation as passed requires the MinisterCompany has requested details of Telecommunications to conduct further proceedings and issue implementing orders to enact the various provisionsits

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Table of the legislation, including the issuance of competing licenses. The Company cannot predict the manner in which or when the legislation will be implementedContents

competitors’ licenses, such information has not been made public by the Minister of Telecommunications.Guyana Telecommunications Agency, and the Company is not yet able to ascertain whether the licenses issued to its competitors permit any competitors to provide services that have been subject to GTT’s exclusive rights contained in its 1990 license.

In January 2019On October 23, 2020, the Government of Guyana andalso brought into effect new telecommunications regulations called for by the Company met to discuss modifications oftelecommunications legislation. The regulations include new requirements for the market as a whole, which impact the Company’s exclusivity rightsoperations, administrative reporting and other rights under its existing agreement and license. Those discussions are on-going, however, thereservices. There can be no assurance that those discussionsthese regulations will be concluded before the Government issues new licenses contemplated by the legislation or at all,effectively implemented, or that such discussionsthey will satisfactorily address the Company’s contractual exclusivity rights. Although the Company believes that it would be entitled to damages or other compensation for any involuntary termination of its contractual exclusivity rights, it cannot guarantee that the Company would prevailadministered in a proceeding to enforce its rights or that its actions would effectively halt any unilateral action by the Government.fair and transparent manner.

Historically, GTT has been subject to other long-standing litigation proceedings and disputes in Guyana that while not conclusively resolved, to the Company’s knowledge have not yet been the subject of discussions or other significant activity in the last five years. It is possible, but the Company believes unlikely, that these disputes, as discussed below, may be revived.resolved. The Company believes that none of these additional proceedings would, in the event of an adverse outcome, have a material impact on the Company’s consolidated financial position, results of operationoperations or liquidity.

In a letter dated September 8, 2006, the National Frequency Management Unit (“NFMU”) agreed that total spectrum fees in Guyana should not increase for the years 2006 and 2007. However, that letter implied that spectrum fees in 2008 and onward may be increased beyond the amount GTT agreed to with the Government.Government of Guyana. GTT has objected to the NFMU’s proposed action and reiterated its position that an increase in fees prior to development of an acceptable methodology would violate the Government’s prior agreement. In 2011, GTT paid the NFMU $2.6 million representing payments in full for 2008, 2009 and 2010. However, by letter dated November 23, 2011, the NFMU stated that it did not concur with GTT’s inference that the amount was payment in full for the specified years as it was NFMU’s continued opinion that the final calculation for spectrum fees was not agreed upon and was still an outstanding issue. By further letter dated November 24, 2011, the NFMU further rejected a proposal that was previously submitted jointly by GTT and another communications provider that outlined a recommended methodology for the calculation of these fees. The NFMU stated that it would prepare its own recommendation for consideration by the Minister of Telecommunications, who would decide the matter. GTT has paid undisputed spectrum fees according to the methodology used for its 2011 payments, and has reserved amounts payable according to this methodology. There have been limited further discussions on this subject and GTT has not had the opportunity to review any recommendation made by the NFMU to the Minister.

In November 2007, Caribbean Telecommunications Limited (“CTL”) filed a complaint in the US District Court for the District of New Jersey against GTT and ATN claiming breach of an interconnection agreement for domestic cellular services in Guyana and related claims. CTL asserted over $200 million in damages. GTT and ATN moved to dismiss the complaint on procedural and jurisdictional grounds. On January 26, 2009, the court granted the motions to dismiss the complaint on the grounds asserted. In November 2009 and again in April 2013, CTL filed and then abandoned a similar claim against GTT and the Public Utility Commission in the High Court of Guyana. CTL once more filed a similar claim against the Company in December 2017, seeking damages of $25 million; however, this matter was dismissed in May 2018. CTL made an untimely filing for an appeal thereafter, which the court subsequently denied. The Company continues to believe this claim is without merit and intends to vigorously defend against it.

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On May 8, 2009, a GTT competitor, Digicel, filed a lawsuit in Guyana challenging the legality of GTT’s exclusive license rights under Guyana’s constitution. Digicel initially filed this lawsuit against the Attorney General of Guyana. On May 13, 2009,constitution and GTT petitioned to interveneintervened in the suit in order to oppose Digicel’s claims and GTT’s petition was granted on May 18, 2009. GTT filed an answer to the charge on June 22, 2009.claims. The case remains pending. The Company believes that any legal challenge to GTT’s exclusive license rights granted in 1990 is without merit and the Company intends to defend vigorously against such legal challenge.

GTT has filed several lawsuits in the High Court of Guyana asserting that, despite its denials, Digicel is engaged in international bypass in violation of GTT’s exclusive license rights, the interconnection agreement between the parties, and the laws of Guyana. GTT is seeking injunctive relief to stop the illegal bypass activity and moneymonetary damages. Digicel filed counterclaims alleging that GTT has violated the terms of the interconnection agreement and Guyana laws. These suits, filed in 2010 and 2012, have been consolidated with Digicel’s constitutional challenge described above, which is above. Prior to the declaration of COVID-19 related travel and business restrictions in Guyana, the consolidated cases were scheduled to proceed to trial in 2020. 2020. GTT expects to resume the litigation following the lifting of COVID-19 related restrictions and intends to prosecute these matters vigorously.vigorously; however, the Company cannot accurately predict at this time when the consolidated suit will go to trial.

GTT is also involved in several legal claims regarding its tax filings with the Guyana Revenue Authority dating back to 1991 regarding the deductibility of intercompany advisory fees as well as other tax assessments. The Company maintains that any liability GTT might be found to have with respect to the disputed tax assessments, totaling $44.1 million, would be offset in part by the amounts necessary to ensure that GTT’s return on investment was no less than 15% per annum for the relevant periods. The Company believes that some adverse outcome is probable and has accordingly accrued $5.0 million as of December 31, 20192020 for these matters.

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Table of Contents

Other Obligations

The Company has obligations under non-cancellable contracts for network facilities and transport services, agreements for software licensing, as well as certain agreements to purchase goods or services. Future minimum payments required under these commitments are as follows at December 31, 20192020 (in thousands):

2020

 

$

13,629

2021

 

11,004

 

$

22,771

2022

 

4,064

 

16,065

2023

 

785

 

11,463

2024

258

 

10,416

2025

1,143

Thereafter

 

1,742

 

1,838

Total obligations under operating leases

$

31,482

Total obligations

$

63,696

16. RELATED-PARTY TRANSACTIONS

In October 2014, the Company’s US Virgin Islands business, Choice Communications, LLC (“Choice”), entered into a tower lease with Tropical Tower Ltd (“Tropical Tower”), an entity 90% owned by Cornelius B. Prior, Jr., the former Chairman of the Company’s Board of Directors. When aggregated with amounts that Choice currently pays to Tropical Tower for an existing tower lease entered into in April 2012, Choice pays approximately $117,000 per year in rental payments to Tropical Tower. Each tower lease has an initial term of five years, with 2 additional five-year renewal periods and has provisions for an increase in rent by 5% each year.  The Company’s Audit Committee reviewed the specific structure and terms of the October 2014 lease, as negotiated by Choice management, and unanimously approved the arrangement described above in accordance with the terms of the Company’s Related Person Transaction Policy. 

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15. SEGMENT REPORTING

17. SEGMENT REPORTING

TheThrough December 31, 2020, the Company has the following 3 reportable and operating segments: i) US Telecom, ii) International Telecom, and iii) Renewable Energy.

The following tables provide information for each operating segment (in thousands):

For the Year Ended December 31, 2019

For the Year Ended December 31, 2020

For the Year Ended December 31, 2020

    

    

    

    

    

    

    

    

    

    

International

US

Renewable

Corporate and

International

US

Renewable

Corporate and

Telecom

Telecom

Energy

Other (1)

Consolidated

Telecom

Telecom

Energy

Other (1)

Consolidated

Revenue

Wireless

$

88,054

$

105,434

$

$

$

193,488

Wireline

 

236,486

 

3,214

 

 

 

239,700

Communication Services

Mobility

$

83,136

$

9,626

$

$

$

92,762

Fixed

230,375

 

22,269

 

 

 

252,644

Carrier Services

7,120

79,448

86,568

Other

 

1,535

1,535

Total Communication Services Revenue

 

322,166

111,343

433,509

Other

Renewable Energy

5,534

5,534

4,555

4,555

Managed Services

6,467

6,467

Construction

 

10,913

10,913

Total Other Revenue

6,467

10,913

4,555

21,935

Total Revenue

 

324,540

 

108,648

 

5,534

 

 

438,722

328,633

122,256

4,555

455,444

Depreciation and amortization

 

55,993

 

23,119

 

3,305

 

6,708

 

89,125

 

56,284

23,325

2,216

6,486

 

88,311

Non-cash stock-based compensation

 

405

 

 

87

 

5,892

 

6,384

 

49

15

262

5,586

 

5,912

Operating income (loss)

 

46,921

 

8,064

 

(7,243)

 

(34,365)

 

13,377

 

58,064

7,388

(23,749)

���

(32,523)

 

9,180

For the Year Ended December 31, 2018

    

    

    

    

International

US

Renewable

Corporate and

Telecom

Telecom

Energy

Other (1)

Consolidated

Revenue

Wireless

$

89,946

$

108,878

$

$

$

198,824

Wireline

 

223,623

 

6,602

 

 

 

230,225

Renewable Energy

22,158

22,158

Total Revenue

 

313,569

 

115,480

 

22,158

 

 

451,207

Depreciation and amortization

 

48,889

 

24,615

 

6,589

 

5,626

 

85,719

Non-cash stock-based compensation

 

88

 

 

105

 

6,227

 

6,420

Operating income (loss)

 

45,022

 

36,813

 

13,440

 

(34,252)

 

61,023

For the Year Ended December 31, 2017

    

    

    

    

    

International

US

Renewable

Corporate and

Telecom

Telecom

Energy

Other (1)

Consolidated

Revenue

Wireless

$

89,473

$

143,028

$

$

$

232,501

Wireline

215,132

12,695

227,827

Renewable Energy

20,865

20,865

Total Revenue

 

304,605

 

155,723

 

20,865

 

 

481,193

Depreciation and amortization

 

50,007

 

25,601

 

6,668

 

4,658

 

86,934

Non-cash stock-based compensation

 

188

 

 

114

 

6,675

 

6,977

Operating income (loss)

 

28,308

 

55,317

 

5,179

 

(33,496)

 

55,308

For the Year Ended December 31, 2019

    

    

    

    

International

US

Renewable

Corporate and

Telecom

Telecom

Energy

Other (1)

Consolidated

Revenue

Communication Services

Mobility

$

84,560

$

10,532

$

$

$

95,092

Fixed

224,534

 

14,211

 

 

 

238,745

Carrier Services

9,070

83,906

92,976

Other

 

1,295

1,295

Total Communication Services Revenue

 

319,459

108,649

428,108

Other

Renewable Energy

5,534

5,534

Managed Services

5,080

5,080

Total Other Revenue

5,080

5,534

10,614

Total Revenue

324,539

108,649

5,534

438,722

Depreciation and amortization

 

55,993

23,119

3,305

6,708

 

89,125

Non-cash stock-based compensation

 

405

87

5,892

 

6,384

Operating income (loss)

 

46,921

8,064

(7,243)

(34,365)

 

13,377

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Table of Contents

    

    

    

    

    

    

International

US

Renewable

Corporate and

Telecom

Telecom

Energy

Other (1)

Consolidated

December 31, 2019

Cash, Cash equivalents, and Investments

$

43,125

$

38,240

$

25,054

$

55,284

$

161,703

Total current assets

91,497

54,207

27,534

55,485

228,723

Fixed assets, net

466,523

69,184

48,421

21,453

605,581

Goodwill

 

25,421

 

35,270

 

 

60,691

Total assets

 

647,228

 

222,356

 

76,723

 

184,419

1,130,726

Total current liabilities

77,644

24,905

2,745

14,375

119,669

Total debt

86,426

86,426

December 31, 2018

Cash, Cash equivalents, and Investments

$

32,390

$

19,118

$

62,678

$

78,043

$

192,229

Total current assets

75,304

36,801

80,553

83,107

275,765

Fixed assets, net

482,770

78,102

45,599

20,381

626,852

Goodwill

 

25,421

 

35,269

 

3,280

 

63,970

Total assets

 

622,454

 

172,634

 

130,427

 

181,789

1,107,304

Total current liabilities

82,575

15,783

3,465

38,827

140,650

Total debt

90,970

12

90,982

For the Year Ended December 31, 2018

    

    

    

    

    

International

US

Renewable

Corporate and

Telecom

Telecom

Energy

Other (1)

Consolidated

Revenue

Communication Services

Mobility

$

85,152

$

11,759

$

$

$

96,911

Fixed

213,765

 

7,860

 

 

 

221,625

Carrier Services

8,846

95,861

104,707

Other

 

2,080

2,080

Total Communication Services Revenue

 

309,843

115,480

425,323

Other

Renewable Energy

22,158

22,158

Managed Services

3,726

3,726

Total Other Revenue

3,726

22,158

25,884

Total Revenue

313,569

115,480

22,158

451,207

Depreciation and amortization

 

48,889

24,615

6,589

5,626

 

85,719

Non-cash stock-based compensation

 

88

105

6,227

 

6,420

Operating income (loss)

 

45,022

36,813

13,440

(34,252)

 

61,023

Capital Expenditures

    

    

    

    

    

International

US

Renewable

Corporate and

Year ended December 31, 

Telecom (2)

Telecom

Energy

Other (1)

Consolidated

2019

$

42,029

$

17,490

$

6,448

$

6,758

$

72,725

2018

160,013

13,389

4,515

8,004

185,921

(1)Reconciling items refer to corporate overhead expenses and consolidating adjustments.

(2)Includes $82.1 million of expenditures in the year ended December 31, 2018 used to rebuild the Company’s damaged networks in the US Virgin Islands which was impacted by the Hurricanes. These expenditures were financed, in part, by the $34.6 million of insurance proceeds the Company received during the first quarter of 2018.

The table below identifies the Company’s revenues and long-lived assets by geographic location. The Company attributes revenue to geographic location based on location of the customer (in thousands):

2019

2018

2017

    

    

    

    

    

    

Long-Lived

Long-Lived

Long-Lived

International

US

Renewable

Corporate and

Revenues

Assets

Revenues

Assets

Revenues

Assets

Telecom

Telecom

Energy

Other (1)

Consolidated

US

$

123,508

$

297,084

$

132,288

$

234,514

$

173,632

$

358,032

Guyana

 

105,290

 

145,079

 

102,056

 

151,084

 

93,524

 

129,909

US Virgin Islands

83,795

235,384

79,785

216,173

83,194

137,018

Bermuda

 

104,760

 

128,208

 

103,281

 

137,992

 

127,244

 

165,243

Other Foreign Countries

21,369

96,247

33,797

91,775

3,599

71,282

$

438,722

$

902,002

$

451,207

$

831,538

$

481,193

$

861,484

December 31, 2020

Cash, Cash equivalents, and Investments

$

45,848

$

26,921

$

4,311

$

26,845

$

103,925

Total current assets

107,315

65,806

39,057

27,887

240,065

Fixed assets, net

449,888

73,717

12,857

536,462

Goodwill

 

25,421

 

35,270

 

 

60,691

Total assets

 

642,834

 

265,797

 

39,045

 

136,035

1,083,711

Total current liabilities

80,875

43,200

1,038

22,815

147,928

Total debt

72,823

72,823

December 31, 2019

Cash, Cash equivalents, and Investments

$

43,125

$

38,240

$

25,054

$

55,284

$

161,703

Total current assets

91,497

54,207

27,534

55,485

228,723

Fixed assets, net

466,523

69,184

48,421

21,453

605,581

Goodwill

 

25,421

 

35,270

 

 

60,691

Total assets

 

647,228

 

222,356

 

76,723

 

184,419

1,130,726

Total current liabilities

77,644

24,905

2,745

14,375

119,669

Total debt

86,426

86,426

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Capital Expenditures

    

    

    

    

    

International

US

Renewable

Corporate and

Year ended December 31, 

Telecom

Telecom

Energy

Other (1)

Consolidated

2020

$

38,895

$

29,883

$

2,932

$

3,613

$

75,323

2019

42,029

17,490

6,448

6,758

72,725

(1)Reconciling items refer to corporate overhead expenses and consolidating adjustments.

The table below identifies the Company’s revenues and long-lived assets by geographic location. The Company attributes revenue to geographic location based on location of the customer (in thousands):

2020

2019

2018

Long-Lived

Long-Lived

Long-Lived

Revenues

Assets

Revenues

Assets

Revenues

Assets

US

$

122,256

$

308,138

$

123,508

$

297,084

$

132,288

$

234,514

Guyana

 

103,071

 

141,487

 

105,290

 

145,079

 

102,056

 

151,084

US Virgin Islands

90,368

230,630

83,795

235,384

79,785

216,173

Bermuda

 

103,471

 

116,346

 

104,760

 

128,208

 

103,281

 

137,992

Other Foreign Countries

36,278

47,045

21,369

96,247

33,797

91,775

$

455,444

$

843,647

$

438,722

$

902,002

$

451,207

$

831,538

16. QUARTERLY FINANCIAL DATA (UNAUDITED)

18. QUARTERLY FINANCIAL DATA (UNAUDITED)

Following is a summary of the Company’s quarterly results of operations for the years ended December 31, 20192020 and 20182019 (in thousands):

2019 Consolidated for the Three Months Ended

2020 Consolidated for the Three Months Ended

    

March 31

    

June 30

    

September 30

    

December 31

 

    

March 31

    

June 30

    

September 30

    

December 31

 

Total revenue

$

103,300

$

107,721

$

115,616

 

$

112,085

$

110,905

$

109,098

$

111,739

 

$

123,702

Operating expenses

 

101,186

 

104,967

 

105,368

 

 

113,824

 

103,606

 

102,074

 

102,182

 

 

138,402

Income (loss) from operations

 

2,114

 

2,754

 

10,248

 

 

(1,739)

 

7,299

 

7,024

 

9,557

 

 

(14,700)

Other income (expense), net

 

(166)

 

(1,001)

 

(3,570)

 

 

(2,568)

 

(3,814)

(918)

(3,274)

(1,081)

Income (loss) from continuing operations before income taxes

 

1,948

 

1,753

 

6,678

 

 

(4,307)

 

3,485

 

6,106

 

6,283

 

 

(15,781)

Income taxes

 

1,213

 

(274)

 

1,834

 

 

1,332

 

1,109

(2,258)

92

1,858

Net income (loss)

 

735

2,027

4,844

 

 

(5,639)

 

2,376

8,364

6,191

 

 

(17,639)

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

 

(2,316)

(2,883)

(3,459)

 

 

(4,115)

 

(3,390)

(3,618)

(3,530)

(2,876)

Net income (loss) attributable to ATN International, Inc. stockholders

$

(1,581)

$

(856)

$

1,385

 

$

(9,754)

$

(1,014)

$

4,746

$

2,661

 

$

(20,515)

Net income (loss) per weighted average share attributable to ATN International, Inc. stockholders

Basic

$

(0.10)

$

(0.05)

$

0.09

 

$

(0.62)

$

(0.06)

$

0.30

$

0.17

 

$

(1.30)

Diluted

$

(0.10)

$

(0.05)

$

0.09

 

$

(0.62)

$

(0.06)

$

0.30

$

0.17

 

$

(1.30)

2018 Consolidated for the Three Months Ended

    

March 31

    

June 30

    

September 30

    

December 31

Total revenue

$

104,475

$

117,788

$

121,138

 

$

107,806

Operating expenses

 

100,266

 

102,035

 

90,395

 

 

97,488

Income from operations

 

4,209

 

15,753

 

30,743

 

 

10,318

Other income (expense), net

 

(2,591)

 

(2,885)

 

(2,823)

 

 

1,018

Income from continuing operations before income taxes

 

1,618

 

12,868

 

27,920

 

 

11,336

Income taxes

 

3,921

 

2,088

 

7,010

 

 

5,851

Net income (loss)

 

(2,303)

10,780

20,910

 

 

5,485

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

 

(3,252)

(3,564)

(3,887)

 

 

(4,354)

Net income (loss) attributable to ATN International, Inc. stockholders

$

(5,555)

$

7,216

$

17,023

 

$

1,131

Net income (loss) per weighted average share attributable to ATN International, Inc. stockholders

Basic

$

(0.35)

$

0.45

$

1.07

$

0.07

Diluted

$

(0.35)

$

0.45

$

1.07

 

$

0.07

F-55

Table of Contents

2019 Consolidated for the Three Months Ended

    

March 31

    

June 30

    

September 30

    

December 31

Total revenue

$

103,300

$

107,721

$

115,616

 

$

112,085

Operating expenses

 

101,186

 

104,967

 

105,368

 

 

113,824

Income from operations

 

2,114

 

2,754

 

10,248

 

 

(1,739)

Other income (expense), net

 

(166)

 

(1,001)

 

(3,570)

 

 

(2,568)

Income from continuing operations before income taxes

 

1,948

 

1,753

 

6,678

 

 

(4,307)

Income taxes

 

1,213

 

(274)

 

1,834

 

 

1,332

Net income (loss)

 

735

2,027

4,844

 

 

(5,639)

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

 

(2,316)

(2,883)

(3,459)

 

 

(4,115)

Net income (loss) attributable to ATN International, Inc. stockholders

$

(1,581)

$

(856)

$

1,385

 

$

(9,754)

Net income (loss) per weighted average share attributable to ATN International, Inc. stockholders

Basic

$

(0.10)

$

(0.05)

$

0.09

 

$

(0.62)

Diluted

$

(0.10)

$

(0.05)

$

0.09

 

$

(0.62)

F-53F-56

Table of Contents

SCHEDULE IIII

ATN INTERNATIONAL, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

(Amounts in Thousands)

    

Balance at

    

Purchase

    

Charged to

    

    

Balance

 

    

Balance at

    

Purchase

    

Charged to

    

    

Balance

 

Beginning

Price

Costs and

at End

Beginning

Price

Costs and

at End

of Year

Accounting

Expenses

Deductions

of Year

YEAR ENDED, December 31, 2017

Description:

Valuation allowance on foreign tax credit carryforwards

$

$

$

8,226

$

$

8,226

Valuation allowance on capital loss carryforwards

 

 

1,881

 

 

1,881

Valuation allowance on foreign net operating losses and other deferred taxes

 

41,908

 

 

839

 

17,025

 

25,722

Valuation allowance on state net operating losses

 

553

 

 

 

553

 

Allowance for doubtful accounts

 

13,149

 

 

3,993

 

2,119

 

15,023

$

55,610

$

$

14,939

$

19,697

$

50,852

of Year

Accounting

Expenses

Deductions

of Year

YEAR ENDED, December 31, 2018

Description:

Valuation allowance on foreign tax credit carryforwards

$

8,226

$

$

(8,226)

$

$

$

8,226

$

$

(8,226)

$

$

Valuation allowance on capital loss carryforwards

1,881

 

 

(1,881)

 

 

1,881

 

 

(1,881)

 

 

Valuation allowance on foreign net operating losses and other deferred taxes

 

25,722

 

 

5,877

 

157

 

31,442

 

25,722

 

 

5,877

 

157

 

31,442

Allowance for doubtful accounts

 

15,023

 

 

5,134

 

3,695

 

16,462

Allowance for credit losses

 

15,023

 

 

5,134

 

3,695

 

16,462

$

50,852

$

$

904

$

3,852

$

47,904

$

50,852

$

$

904

$

3,852

$

47,904

YEAR ENDED, December 31, 2019

Description:

Valuation allowance on foreign tax credit carryforwards

$

$

$

$

$

$

$

$

$

$

Valuation allowance on capital loss carryforwards

 

 

 

 

 

 

 

 

Valuation allowance on foreign net operating losses and other deferred taxes

 

31,442

 

 

10,811

 

2,847

 

39,406

 

31,442

 

 

10,811

 

2,847

 

39,406

Allowance for doubtful accounts

 

16,462

 

 

5,816

 

9,554

 

12,724

Allowance for credit losses

 

16,462

 

 

5,816

 

9,554

 

12,724

$

47,904

$

$

16,627

$

12,401

$

52,130

$

47,904

$

$

16,627

$

12,401

$

52,130

YEAR ENDED, December 31, 2020

Description:

Valuation allowance on foreign tax credit carryforwards

$

$

$

$

$

Valuation allowance on capital loss carryforwards

 

 

 

 

Valuation allowance on foreign net operating losses and other deferred taxes

 

39,406

 

 

775

 

9,167

 

31,014

Allowance for credit losses

 

12,724

 

 

5,010

 

5,613

 

12,121

$

52,130

$

$

5,785

$

14,780

$

43,135

 

F-54F-57