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What changed in ATN International, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of ATN International, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+494 added−518 removedSource: 10-K (2025-03-17) vs 10-K (2024-03-15)

Top changes in ATN International, Inc.'s 2024 10-K

494 paragraphs added · 518 removed · 366 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

107 edited+38 added−47 removed34 unchanged
Biggest changeWe receive several forms of high-cost support, including but not limited to, as follows: 13 Table of Contents ● We receive state USF support in Alaska, which for the fiscal year ended December 31, 2023 was approximately $2.5 million; ● We receive approximately $2.3 million annually in the western United States through December 31, 2031 as part of the Rural Digital Opportunity Fund Phase I (“RDOF”) auction, subject to the requirement to deploy voice and broadband service to areas covered by our winning bids within six years and to provide service in those areas for ten years; ● We receive approximately $5.5 million annually in the US Virgin Islands through December 31, 2025, subject to the requirement to enhance network resiliency and operations in those markets; and ● As part of the Enhanced Alternative Connect America Model funding available to our operations in the western United States, we are estimated to receive approximately $118 million over the next 15 years, through 2038, with approximately $9 million annually in the initial 6-year period before a gradual step down in funds.
Biggest changeThis funding is subject to a requirement to deploy voice and broadband service at speeds of 100/20 Mbps to all required locations by the end of calendar year 2028; ● We receive approximately $8 million per year in Connect America Fund II support in the rural southwest until July 2028; ● We receive approximately $5.5 million annually in the US Virgin Islands through December 31, 2025 (this annual support is scheduled to end in 2025), subject to the requirement to enhance network resiliency and operations in those markets; ● We were awarded approximately $2.3 million annually in the western United States through December 31, 2031 as part of the Rural Digital Opportunity Fund Phase I (“RDOF”) auction.
We provide fixed data and voice telecommunications services to business and consumer customers. These services include consumer broadband and high-speed data solutions for businesses. For some markets, fixed services also include video services and revenue derived from support under certain government programs. ​ ● Carrier Telecommunication Services .
We provide fixed data and voice telecommunications services to business and consumer customers. These services include high-speed consumer broadband and high-speed data solutions for businesses. For some markets, fixed services also include video services and revenue derived from support under certain government programs. ​ ● Carrier Telecommunication Services .
In Alaska, we provide communications and IT solutions that connect Alaskans, as well as customers in the continental United States, to the world. This is based on an extensive facilities-based wireline telecommunications network in Alaska that we operate.
We provide communications and IT solutions that connect Alaskans, as well as customers in the continental United States, to the world. This is based on an extensive facilities-based wireline telecommunications network in Alaska that we operate.
We believe our breadth of services and regional strategy to strengthen and enhance our business offerings, provide us with a strong competitive position and the ability to win and retain an economically viable share of those markets. Mobility We provide mobile, data, and voice services to retail and business customers in Bermuda, Guyana and in the US Virgin Islands.
We believe our breadth of services and regional strategy to strengthen and enhance our business offerings provide us with a strong competitive position and the ability to win and retain an economically viable share of our markets. Mobility We provide mobile, data, and voice services to retail and business customers in Bermuda, Guyana and in the US Virgin Islands.
We are investing in the expansion of our regional fiber and network asset footprint, and in enhanced network reliability and route diversity, in the expectation that our carrier customers will have greater demand for higher capacity, higher reliability and lower latency backhaul to support their own investments in 5G network deployments. Fixed Services Services .
We are investing in the expansion of our regional fiber and network asset footprint, and in enhanced network reliability and route diversity, in the expectation that our carrier customers will have greater demand for higher capacity, higher reliability and lower latency backhaul to support their own investments in network deployments. Fixed Services Services .
We use the cash generated from our operations to maintain an appropriate ratio of debt and cash on hand and to re-invest in organic growth, to fund capital expenditures, to return cash to our stockholders through dividends or stock repurchases, and to make strategic investments or acquisitions.
We use the cash generated from our operations to maintain an appropriate ratio of debt and cash on hand and to re-invest in organic growth, to fund capital expenditures, to return value to our stockholders through dividends or stock repurchases, and to make strategic investments or acquisitions.
The regulations include new requirements for the market as a whole, that impact our operations, administrative reporting and services. There can be no assurance that these regulations will be administered in such a way that does not lead to adverse impacts for GTT’s operational and financial performance.
The regulations include new requirements for the market as a whole, that impact our operations, administrative reporting and services. There can be no assurance that these regulations will be administered in such a way that does not lead to adverse impacts for OneGY’s operational and financial performance.
At the holding company level, we employ our executive management team and staff. Approximately 24% of our total employee population are covered by contracts with various unions. Employees represented by unions are located in Alaska and all our international markets except for the Cayman Islands.
At the holding company level, we employ our executive management team and staff. Approximately 31% of our total employee population are covered by contracts with various unions. Employees represented by unions are located in Alaska and all our international markets except for the Cayman Islands.
For further information about our financial segments and geographical information about our operating revenues and assets, see Notes 1 and 14 to the Consolidated Financial Statements included in this Report. As of December 31, 2023, we offered the following types of services to our customers: ● Fixed Telecommunications Services .
For further information about our financial segments and geographical information about our operating revenues and assets, see Notes 1 and 14 to the Consolidated Financial Statements included in this Report. As of December 31, 2024, we offered the following types of services to our customers: ● Fixed Telecommunications Services .
Our annual, quarterly, periodic and current reports, proxy statements and other public filings are also available free of charge on the EDGAR Database on the SEC's Internet website at www.sec.gov. US Telecom Segment Our US Telecom segment generates fixed services, carrier services, mobility services, and managed services revenues in Alaska and parts of the western United States.
Our 4 Table of Contents annual, quarterly, periodic and current reports, proxy statements and other public filings are also available free of charge on the EDGAR Database on the SEC's Internet website at www.sec.gov. US Telecom Segment Our US Telecom segment generates fixed, carrier, mobility and managed services revenues in Alaska and parts of the western United States.
We provide our wireless services pursuant to various commercial mobile radio services (“CMRS”) licenses issued by the FCC. Some of these licenses are site-based while others cover specified geographic 11 Table of Contents market areas. The specific radio frequencies, the authorized spectrum amounts, and certain of the technical and service rules vary depending on the licensed service.
We provide our wireless services pursuant to various commercial mobile radio services (“CMRS”) licenses issued by the FCC. Some of these licenses are site-based while others cover specified geographic market areas. The specific radio frequencies, the authorized spectrum amounts, and certain of the technical and service rules vary depending on the licensed service.
These fees are subject to periodic change by the FCC and the manner in which carriers may recoup these fees from customers is subject to various restrictions.
These fees are subject to periodic change by the FCC and the manner in which carriers may recoup these fees from customers is subject to various restrictions. ● Broadband Disclosures.
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 people who are deaf or hard of hearing, and application filing fees.
We are obligated to pay certain annual regulatory fees and assessments to support FCC regulation of wireless and wireline providers, as well as fees to support federal universal service programs, number portability, regional database costs, centralized telephone numbering administration, telecommunications relay service for people who are deaf or hard of hearing, and application filing fees.
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 generators. As part of our three-year investment strategy, we have been making upgrades designed to enhance the resiliency of our network.
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 generators. As part of our three-year capital investment strategy, we have made upgrades designed to enhance the resiliency of our network.
Our network is among the most expansive in Alaska 5 Table of Contents and forms the foundation of service to our customers. We operate in a largely two-player terrestrial wireline market and our customers are primarily business customers.
Our network is among the most expansive in Alaska and forms the foundation of service to our customers. We operate in a largely two-player terrestrial wireline market and our customers are primarily business customers.
The FCC has taken a series of steps to limit unwanted and illegal telephone calls, including restricting the use of automatic telephone dialing systems and artificial or prerecorded voice messages, requiring the implementation of STIR/SHAKEN caller ID authentication framework in the Internet Protocol (“IP”) portions of provider networks, establishing the Do-Not-Call registry in coordination with the Federal Trade Commission, and permitting voice service providers to block calls in certain circumstances. ● Telecommunications Privacy Regulations .
The FCC continues to take steps to limit unwanted and illegal telephone calls, including restricting the use of automatic telephone dialing systems and artificial or prerecorded voice messages, requiring the implementation of STIR/SHAKEN caller ID authentication framework in the Internet Protocol (“IP”) portions of provider networks, establishing the Do-Not-Call registry in coordination with the Federal Trade Commission, and permitting voice service providers to block calls in certain circumstances. ● Telecommunications Privacy Regulations .
In the western United States, we provide fiber and fixed wireless services to business customers such as schools, libraries, mine operators and state and local governments as well as residential customers. Through our Sacred Wind acquisition, our focus in the western United States is to continue to build-out our residential and commercial broadband services. Network.
In the western United States, we provide fiber and fixed wireless services to business customers such as schools, libraries, mine operators and state and local governments as well as residential customers. Our focus in the western United States is to continue to build-out our residential and commercial broadband services. Network.
Network and Operations: We offer our mobility services over 4G (LTE) in all of our markets (other than in the Cayman Islands) with emerging 5G in all markets where we offer mobility services. We own and operate base stations on owned and leased sites throughout our international markets.
Network and Operations: We offer our mobility services over 4G (LTE) in all of our markets (other than in the Cayman Islands) with emerging 5G in Bermuda and the US Virgin Islands. We own and operate base stations on owned and leased sites throughout our international markets.
Our international voice and data networks link with the rest of the world principally through our ownership and investments in undersea fiber - optic 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. Sales and Marketing.
Our international voice and data networks link with the rest of the world through undersea fiber - optic 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.
We have standardized business continuity and disaster recovery plans and engage in regular reviews and testing of those plans throughout the markets. Connection between these markets and the rest of the world is principally through subsea fiber networks described in our “ International Telecom – Fixed Services – Network ” section above. Sales and Marketing.
We have standardized business continuity and disaster recovery plans and engaged in regular reviews and testing of those plans throughout the markets. Connection between these markets and the rest of the world is principally through subsea fiber networks described in our “ International Telecom – Fixed Services – Sub-Sea Fiber Networks ” section above. Sales and Marketing.
We continually upgrade our network to provide higher levels of performance, higher bandwidth speeds, increased levels of security and additional value-added services to our customers. We operate significant terrestrial and submarine fiber miles which serve as the backbone of our network with a focus on reaching enterprise customers.
We continually upgrade our network to provide higher levels of performance, higher bandwidth speeds, increased levels of security and additional value-added services for our customers. We operate significant terrestrial and submarine fiber miles which serve as the backbone of our network with a focus on reaching government and large business customers.
These satellite services are used to provide Internet and WAN backhaul connectivity to our customers. In the western United States, we have deployed, and are working to deploy more, carrier-grade fiber optic networks strategically throughout our markets to continue to serve governmental, educational, healthcare, business, consumer and tribal customers in Arizona, Nevada, New Mexico and Utah.
These satellite services provide internet and WAN backhaul connectivity to our customers. In the western United States, we have deployed, and are working to deploy more, carrier-grade fiber optic networks strategically throughout our markets to continue to serve government, education, healthcare, business, consumer and tribal customers in Arizona, Nevada, New Mexico, Colorado and Utah.
ATN Values Description C ommitment Operate for the Long-Term R espect Diversity of Viewpoint E xcellence Smart and Determined Work A ccountability Do What You Say T houghtfulness Caring Behavior E mpowerment Leaders at Every Level ATN Workforce Overview As of December 31, 2023, we had approximately 2,300 employees, of whom approximately 1,000 were employed in the United States (including the US Virgin Islands), and approximately 1,300 were employed by our international subsidiaries.
ATN Values Description C ommitment Operate for the Long-Term R espect Variety of Viewpoints E xcellence Smart and Determined Work A ccountability Do What You Say T houghtfulness Caring Behavior E mpowerment Leaders at Every Level ATN Workforce Overview As of December 31, 2024, we had approximately 2,300 employees, of whom approximately 900 were employed in the United States (including the US Virgin Islands) and approximately 1,400 were employed by our international subsidiaries.
We currently have roaming agreements with each of the three U.S. national wireless network carriers (AT&T, T-Mobile, and Verizon Wireless) along with several other wireless service providers. Other than these agreements with the national carriers, our standard roaming agreements are usually terminable within 90 days.
We also have roaming agreements with each of the three US national wireless network carriers (AT&T, T-Mobile, and Verizon Wireless) along with several other wireless service providers. Other than these agreements with the national carriers, our standard roaming agreements are usually terminable within 90 days.
Beginning on November 7, 2022, the results of the Sacred Wind Transaction are included in our US Telecom segment. 4 Table of Contents Revenues from our US Telecom segment were approximately 51% of our consolidated revenues for fiscal years 2023 and 2022. Carrier Services Carrier Services. In Alaska, we provide wholesale voice and internet connectivity to carrier customers.
Beginning on November 7, 2022, the results of the Sacred Wind Transaction are included in our US Telecom segment. Revenues from our US Telecom segment were approximately 48% of our consolidated revenues for fiscal years 2024 and 2023. Carrier Services Carrier Services. In Alaska, we provide wholesale voice and internet connectivity to carrier customers.
Our fixed services are sold through five main distribution channels: digital, company owned and operated retail/pop-up retail, authorized dealers and agents, direct sales, and inside sales. Business and residential customers are able to purchase any of our stand alone or bundled data, managed services, security services, and voice services through any of our above channels.
Our fixed services are sold through five main distribution channels: digital, company owned and operated retail/pop-up retail, authorized dealers and agents, direct sales, and inside sales. Business and residential 8 Table of Contents customers are able to purchase any of our standalone or bundled data, managed services, security services, and voice services through any of our above channels.
To our knowledge, we comply with such obligations currently applicable to our operations, and we devote resources necessary to meet these obligations and maintain network services.
To our knowledge, we comply with the foregoing obligations currently applicable to our operations, and we devote resources necessary to meet these obligations and maintain network services.
In the western United States, we experience competitive pressures from ILEC providers such as AT&T, Lumen and Frontier along with their channel partners. Similarly, national fiber providers such as Zayo also offer our customers services and employ vast wholesale channel solutions.
In the western United States, we experience competitive pressures from ILEC providers such as AT&T, Comcast, Windstream Lumen and Frontier along with their channel partners and other smaller regional providers and cooperatives. Similarly, national fiber providers such as Zayo also offer our customers services and employ vast wholesale channel solutions.
We provide video services in the US Virgin Islands. 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.
Video Services Video services systems are regulated by the FCC under the Communications Act. We provide video services in the US Virgin Islands. 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.
(“Sacred Wind”), a rural telecommunications provider in New Mexico (the “Sacred Wind Transaction”). As part of the Sacred Wind Transaction, we paid a combination of cash and equity for Sacred Wind, resulting in the Sacred Wind stockholders becoming minority owners in the new business formed by combining Sacred Wind with our existing operations in the western United States, Commnet.
As part of the Sacred Wind Transaction, we paid a combination of cash and equity for Sacred Wind, resulting in the Sacred Wind stockholders becoming minority owners in the new business formed by combining Sacred Wind with our existing operations in the western United States, Commnet.
Through our landing stations in Oregon, we also provide an at-the-ready landing point for other large fiber optic cables, and their operators, connecting the U.S. to networks in Asia and other parts of the world.
Through our landing stations in pacific northwest, we also provide an at-the-ready landing point for other large fiber optic cables, and their operators, connecting the US to networks in Asia and other parts of the world.
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. Video services . We offer video services in Bermuda, the Cayman Islands, and the US Virgin Islands.
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.
We focus on smaller markets, many of which are rural or remote, that have a growing demand for infrastructure investments.
We focus on smaller markets, many of which are rural or remote, that have a growing demand for connectivity services.
Our largest wholesale networks are located principally in the western United States. In Alaska, we provide connectivity to our wholesale customers, either through direct sales of wholesale transport over our terrestrial or subsea networks or by entering into transactions whereby we agree to build, host or maintain networks on behalf of another carrier over a contracted term.
In Alaska, we provide connectivity to our wholesale customers, either through direct sales of wholesale transport over our terrestrial or subsea networks or by entering into transactions whereby we agree to build, host or maintain networks on behalf of another carrier over a contracted term.
In the western United States, 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. By the end of 2023, we have completed 88% of the build of AT&T’s network for the First Responder Network Authority (“FirstNet”).
In the western United States, we provide 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. By the end of 2024, we substantially completed the build of AT&T’s network for the First Responder Network Authority (“FirstNet”).
GTT provides domestic fixed wireline and mobile as well as international voice and data services in Guyana pursuant to licenses from the Government of Guyana granting GTT the right to provide a variety of domestic fixed wireline and mobile and international voice and data services. These licenses were issued in October 2020.
In Guyana, OneGY provides domestic fixed wireline and mobile as well as international voice and data services pursuant to licenses from the Government of Guyana granting OneGY the right to provide a variety of domestic fixed wireline and mobile and international voice and data services. This license was issued in October 2020.
We provide information technology services such as network, application, infrastructure and hosting services to both our business and consumer customers to complement our fixed services in our existing markets. ​ Through December 31, 2023, we identified two operating segments to manage and review our operations and to facilitate investor presentations of our results.
We provide information technology services such as network, application, infrastructure and hosting services to both our business and consumer customers to complement our fixed telecommunications services in our existing markets. ​ 3 Table of Contents Through December 31, 2024, we identified two operating segments to manage and review our operations, as well as to support investor presentations of our results.
The Telecommunications Agency (or “TA”) advises and makes recommendations to the Minister of Telecommunications, implements policy and has principal responsibility for operating licenses and frequency authorizations. Licenses.
The Telecommunications Agency advises and makes recommendations to the Prime Minister, or its delegee, implements policy and has principal responsibility for operating licenses and frequency authorizations. Licenses.
We provide a number of broadband internet plans with varying speeds to address different customer needs and price requirements in our various markets. As of December 31, 2023, we had approximately 157,000 broadband customers across our international markets and approximately 84% of those customers had access to high-speed networks. Voice services.
We provide a number of broadband internet plans with varying speeds to address different customer needs and price requirements in our various markets. As of December 31, 2024, we had approximately 203,200 broadband customers across our international markets and approximately 69% of those customers had access to high-speed networks.
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 Ministry of Telecommunications, of the Government of Guyana, has statutory authority over telecommunications licensing and related issues.
The Public Utilities Commission of Guyana is an independent statutory body with the principal responsibility for regulating telecommunications rates and services in Guyana. The Prime Minister, acting on and behalf of the Government of Guyana, has statutory authority over telecommunications licensing and related issues.
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.
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.
In the western United States, we provide wholesale mobile voice and data roaming services in rural markets and wholesale transport services on a smaller scale to national, regional, local and selected international wireless carriers as part of our carrier services as well as tower rental, backhaul and maintenance services.
In the western United States, we provide wholesale mobile voice and data roaming services in rural markets and wholesale transport services to national, regional, local and select 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 also actively evaluate investment opportunities and other strategic transactions, both domestic and international, and generally look for those that we believe fit our profile of telecommunications businesses and have the potential to complement our “First-to-Fiber” and “Glass & Steel™” approach in markets while keeping a focus on generating excess operating cash flows over extended periods of time.
We also actively evaluate investment opportunities and other strategic transactions, both domestic and international, and generally look for those that we believe fit our profile of telecommunications businesses while keeping a focus on generating excess operating cash flows over extended periods of time.
For a discussion of our risks in completing the project on the timeline and currently allocated budget, please see “ We are reliant on government funding to execute on the FCC’s Replace and Remove program ” in our Risk Factors. Video Services Video services systems are regulated by the FCC under the Communications Act.
For a discussion of our risks in completing the project on the timeline and currently allocated budget, please see “ We are reliant on government funding to execute on the FCC’s Replace and Remove program ” in our Risk Factors. Network and Operations.
We are required to provide law enforcement agencies with capacity and technical capabilities to support lawful wiretaps pursuant to the Communications Assistance for Law Enforcement Act.
We are required to provide law enforcement agencies with capacity and technical capabilities to support lawful wiretaps pursuant to the Communications Assistance for Law Enforcement Act. Furthermore, we are required to secure our networks from unlawful access and interception.
The telephone number at our principal corporate offices is (978) 619-1300 . We file with or submit to the SEC our annual, quarterly, current reports, proxy statements and other information meeting the informational requirements of the Securities Exchange Act of 1934, as amended (“the Exchange Act”).
Available Information We file with or submit to the SEC our annual, quarterly, current reports, proxy statements and other information meeting the informational requirements of the Securities Exchange Act of 1934, as amended (“the Exchange Act”).
These operating segments are as follows: ​ ● US Telecom . In the United States, we offer fixed services, carrier services, and managed services to business customers and consumers in Alaska and the western United States. As of December 31, 2023 we provided mobility services to retail customers in the western United States. ​ ● International Telecom .
These operating segments are as follows: ​ ● US Telecom . In the United States, we offer fixed, carrier, and managed services to customers in Alaska and the western United States. In 2024, we ceased providing mobility services to retail customers in the western United States. ​ ● International Telecom .
We are seeking to grow and protect our existing business customer base through a simplified bundling approach that enhances our value proposition and brand position in our markets. During the 2023 year, we invested in a number of sales support resources to support subscriber growth. Competition.
We are seeking to grow and protect our existing business customer base with our Brava service offerings, which are provided through a simplified bundling approach that enhances our value proposition and brand position in our markets. We have invested in a number of Brava sales support and delivery resources to support subscriber growth and enhance delivery quality. Competition.
The FCC’s Rural Health Care Universal Service Support Mechanism (“RHC program”) provides funding to help make broadband telecommunications and Internet access services provided by us and other service providers affordable for eligible rural health care providers. We believe we are in compliance with the current RHC program rules.
Rural Health Care Universal Service Support Program. The FCC’s Rural Health Care Universal Service Support Mechanism (“RHC program”) provides funding to help make broadband telecommunications and Internet access services provided by us and other service providers affordable for eligible rural health care providers. Subsidies for Low-Income Customers.
In our international markets, we offer fixed services, mobility services, carrier services and managed services to customers in Bermuda, the Cayman Islands, Guyana and the US Virgin Islands. ​ The following chart summarizes the operating activities of our principal subsidiaries, the segments in which we reported our revenue and the markets we served during 2023. 3 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ International Telecom US Telecom Services Markets ​ Tradenames Services Markets ​ Tradenames Mobility Services ​ Bermuda, Guyana, US Virgin Islands ​ One, GTT, Viya Mobility Services United States (rural markets) ​ Choice, Choice NTUA Wireless Fixed Services ​ Bermuda, Cayman Islands, Guyana, US Virgin Islands ​ One, Logic, GTT, Viya Fixed Services ​ United States ​ Alaska Communications, Commnet, Choice, Choice NTUA Wireless, Sacred Wind Communications, Ethos, Deploycom Carrier Services ​ Bermuda, Guyana, US Virgin Islands ​ One, GTT, Viya Carrier Services ​ United States ​ Alaska Communications, Commnet, Essextel, Sacred Wind Communications Managed Services ​ Bermuda, Cayman Islands, US Virgin Islands, Guyana ​ Fireminds, One, Logic, GTT, Viya, Brava Managed Services United States ​ Alaska Communications, Choice ​ Our principal corporate offices are located at 500 Cummings Center, Suite 2450, Beverly, Massachusetts, 01915.
In our international markets, we offer fixed , carrier , mobility and managed services to customers in Bermuda, the Cayman Islands, Guyana and the US Virgin Islands. ​ The following chart summarizes the operating activities of our principal subsidiaries, the segments in which we reported our revenue and the markets we served during 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ International Telecom US Telecom Services Markets ​ Tradenames Services Markets ​ Tradenames Mobility Services ​ Bermuda, Guyana, US Virgin Islands ​ One Communications, GTT (1), Viya Mobility Services United States (rural markets) ​ Choice, Choice NTUA Wireless Fixed Services ​ Bermuda, Cayman Islands, Guyana, US Virgin Islands ​ One Communications, Logic, GTT, Viya Fixed Services ​ United States ​ Alaska Communications, Commnet, Choice, Choice NTUA Wireless, Sacred Wind Communications, Ethos Broadband, Deploycom Carrier Services ​ Bermuda, Guyana, US Virgin Islands ​ One Communications, GTT, Viya, Essextel Carrier Services ​ United States ​ Alaska Communications, Commnet, Sacred Wind Communications Managed Services ​ Bermuda, Cayman Islands, US Virgin Islands, Guyana ​ One Communications, Logic, GTT, Viya, Brava, Fireminds (2) Managed Services United States ​ Alaska Communications, Choice (1) In 2024, we completed a rebranding in Guyana.
These benefits resulted in tax exemptions of approximately $2.9 million during the year ended December 31, 2023. In order to qualify, we are required to 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 to RTPark.
In order to qualify, we are required to 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 to RTPark.
The statutory framework provides the RA powers in respect of licensing, consumer protections, ex post competition issues, and the identification and remedying of significant market power concerns.
The statutory framework provides the RA powers in respect of licensing, consumer protections, ex post competition issues, and the identification and remedying of significant market power concerns. 15 Table of Contents In 2024, the RA initiated a process to review the telecommunications market.
To our knowledge, we comply in all material respects with applicable FCC technical and reporting requirements.
To our knowledge, we comply in all material respects with currently applicable FCC video services requirements.
This includes taking actions to rationalize legacy copper-based networks and optimizing our workforce in accordance with business needs. We see these efforts continuing in both of our segments. ​ ● Localized Operations . We believe that strong local management enhances our customer relationships and reduces risk.
This includes initiatives to streamline legacy copper-based networks and align our workforce with our business needs. We anticipate these efforts will continue across both of our segments. ​ ● Localized Operations . We believe that strong local management enhances our customer relationships and reduces risk.
ITEM 1. BUSINESS Strategy We believe that access to reliable, high-quality communications services for data, voice and video is fundamental to the economic growth and well-being of every community and should be easy and ubiquitous.
ITEM 1. BUSINESS Strategy We believe that access to reliable, high-quality communications services for data, voice and video is fundamental to the economic growth and well-being of every community and should be easy and ubiquitous. Our strategy is informed by our mission which is to digitally empower people and communities so that they can connect with the world and prosper.
Customers are also able to purchase devices, and accessories to enhance their services through these same channels. We offer a full suite of mobile devices and add on accessories similar to what is available in most other countries in the world.
Customers are also able to purchase devices and accessories to enhance their services through these same channels. We offer a full suite of mobile devices and add-on accessories, similar to what is typically available in most other countries. Our sales channels are strategically located throughout our service areas, staffed by trained, branded, and supported sales and service representatives.
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 offer our broadband services over our fiber-optic, copper and coaxial cable networks in our international markets.
We offer video services in Bermuda, the Cayman Islands, and the US Virgin Islands. 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. Sub-Sea Fiber Networks .
The FCC requires broadband service providers to display “nutrition labels” at the point of sale, that disclose information about broadband prices, introductory rates, data allowances, broadband speeds, and latency. ● Digital Discrimination.
The FCC requires broadband service providers to display “nutrition labels” at the point of sale, that disclose information about broadband prices, introductory rates, data allowances, broadband speeds, and latency, and to disclose their broadband network management practices on their websites or via an FCC website. ● Broadband Data Collection.
We have developed significant operational expertise and resources that we use to augment our capabilities in our local markets. With this support, our operating subsidiaries are able to improve their quality of service with greater economies of scale and expertise than would typically be available in the size markets we operate in.
With this support, our operating subsidiaries can improve their quality of service with greater economies of scale and expertise than would typically be available in the size markets we operate in.
Guyana Regulation Our subsidiary, GTT Inc. (“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 2016 as amended (or “PUC Law”) and the Guyana Telecommunications Act of 2016 (or “Telecommunications Law”).
(formerly known as GTT Inc., (“OneGY”), in which we hold an 80% interest, is subject to regulation in Guyana under the provisions of a telecommunications License from the Government of Guyana, the Guyana Public Utilities Commission Act of 2016 as amended and the Guyana Telecommunications Act of 2016 including its various regulations.
Through our operating subsidiaries, we primarily provide: (i) fixed and mobile telecommunications connectivity to residential, business and government customers, including a range of high-speed internet and data services, fixed and mobile wireless solutions, and video and voice services; and (ii) carrier communications services, such as communications tower facilities to large business and government customers, and terrestrial and submarine fiber optic transport. ​ 2 Table of Contents About the Company We are a leading provider of digital infrastructure and communications services with a focus on rural and remote markets in the United States, and internationally, including Bermuda and the Caribbean region.
Through our operating subsidiaries, we primarily provide: (i) fixed and mobile telecommunications connectivity to residential, business and government customers, including a range of high-speed internet and data services, fixed and mobile wireless solutions, and video and voice services; and (ii) carrier communications services, such as communications tower facilities to large business and government customers, and terrestrial and submarine fiber optic transport.
These devices support a variety of wireless connectivity technologies that are deployed across our various markets. 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.
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 9 Table of Contents hotspots and various wireless solutions for small businesses.
We are continuing to expand our capacity offerings with a focus on enhancing our owned and leased transport facilities. Expansion of our network anchored by new fiber deployments is facilitating a long-held vision for reducing reliance on limited capacity microwave backhaul and enabling new wholesale agreements with additional national and regional carriers for both lit and dark fiber services. Competition.
The expansion of our network anchored by 6 Table of Contents new fiber deployments is facilitating a long-held vision for reducing reliance on limited capacity microwave backhaul and enabling new wholesale agreements with additional national and regional carriers for both lit and dark fiber services. Competition. In Alaska, we face competition in our markets from larger competitors with substantial resources.
The FCC’s Lifeline support mechanism provides a subsidy to eligible low-income consumers against the cost of voice services, as well as broadband in CAF II locations and beginning January 1, 2022, the FCC established the Affordable Connectivity Program (“ACP”), which provides eligible low-income consumers and students with a monthly subsidy for the purchase of broadband Internet access service from service providers that elected to participate in the program, which we did.
In addition, from January 1, 2022, to June 1, 2024, the FCC administered the Affordable Connectivity Program (“ACP”), which provided eligible low-income consumers and students with a monthly subsidy for the purchase of broadband Internet access service from service providers that elected to participate in the program, which we did. E-Rate.
We offer fixed voice services that include local exchange, regional and long distance calling and voice messaging services in Bermuda, Guyana, and the US Virgin Islands. 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 our network.
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 our network.
We endeavor to implement these values every day through employee engagement events, regular communication on company goals and milestones, and foster a connected and empowered workplace.
We developed the values listed below to reflect both our current culture and the values that we strive to embody to attract and maintain key talent. We endeavor to implement these values every day through employee engagement events, regular communication on company goals and milestones, and foster a connected and empowered workplace.
We also provide roaming services for many of the largest US providers’ customers visiting these 8 Table of Contents locations. As of December 31, 2023, we had approximately 409,000 mobile subscribers in our International Telecom segment. Products and Services.
We also provide roaming services for many of the largest US providers’ and other international operators’ customers visiting these locations. As of December 31, 2024, we had approximately 389,000 mobile subscribers in our International Telecom segment. Products and Services. A significant majority of our international customers use prepay plans, which require them to pay in advance for our mobile services.
We regularly utilize performance development tools for our employees, which are focused on driving engagement and high performance through frequent communications throughout the year. 10 Table of Contents Our annual employee engagement survey provides employees with the opportunity to share confidential feedback on what they believe has been working well and where they believe we can improve to better support our employees.
Our employee engagement survey provides employees with the opportunity to share confidential feedback on what they believe has been working well and where they believe we can improve to better support our employees. Our focus areas for engagement include skills development and manager performance.
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 sites. Competition.
Our systems are designed to incorporate Internet Protocol (IP) packet-based Ethernet technology, which allows for increased data capacity and a more efficient network.
The Communications Act and regulations promulgated thereunder require, among other things, that we offer regulated interstate telecommunications common carrier services at just, reasonable, and non-discriminatory rates and terms. The Communications Act also requires us to offer competing carriers interconnection and non-discriminatory access to certain facilities and services designated as essential for local competition.
The Communications Act also requires us to offer competing carriers interconnection and non-discriminatory access to certain facilities and services designated as essential for local competition.
Our networks are comprised of 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 intended to provide high-quality service to substantially all types of compatible wireless devices.
We design and construct our network in a manner intended to provide high-quality service to substantially all types of compatible wireless devices.
To our knowledge, there are no circumstances that would warrant such a finding by the FCC against us. The FCC conditions spectrum licenses on the satisfaction of certain obligations to construct networks covering a specified geographic area or population by specific dates. These obligations vary depending on the licensed service.
The FCC conditions some spectrum licenses on the satisfaction of certain obligations to construct networks covering a specified geographic area or population by specific dates.
We use a variety of technologies to accomplish this while ensuring a viable return on our investment. In addition to deploying our own capital, we utilize federal, state, local or tribal government funding incentives and programs.
In addition to deploying our own capital, we utilized federal, state, local or tribal government funding incentives and programs.
US Virgin Islands Regulation Our wireline (i.e., voice, broadband internet, and cable video) operations in the US Virgin Islands are 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. 15 Table of Contents 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.
US Virgin Islands Regulation Our wireline operations in the US Virgin Islands are 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.
Our switching centers in these markets enable dedicated monitoring of our network designed to ensure quality and reliable service to our customers. In Bermuda and the US Virgin Islands, we deliver our services via a hybrid fiber coaxial (“HFC”) cable network and via fiber-optic network.
All fixed access lines in our network are digitally switched from our switching centers in the US Virgin Islands, Bermuda, Cayman Islands and Guyana. Our switching centers in these markets enable dedicated monitoring of our network designed to ensure quality and reliable service to our customers. Video services .
These services are essential for allowing these communities to access such things as healthcare, education, and economic opportunities. At the start of 2022, we launched a 3-year strategy to deploy capital into fiber and fiber-fed high-speed data solutions to increase our network reach and grow broadband subscribers.
At the start of 2022, we launched a three-year strategy to deploy capital into fiber and fiber-fed high-speed data solutions to increase our network reach and grow the number of business and consumers utilizing high-speed broadband services. The key elements of our strategy are the following: ● Glass & Steel™ .
Our networks are monitored for performance continuously in redundant monitoring centers to provide a high level of reliability and performance. Our network is extensive within Alaska’s urban areas and connects our largest markets, including Anchorage, Fairbanks and Juneau with each other and the contiguous states as well as many rural areas.
Our network is extensive within Alaska’s urban areas and connects our largest markets, including Anchorage, Fairbanks and Juneau with each other and the contiguous states as well as many rural areas. Residential broadband customers are served in Alaska with a mix of fiber-driven broadband and copper-based DSL internet access.
If we fail to meet these obligations or require substantial additional capital expenditures to meet the obligations in a timely manner, our revenue, results of operations and liquidity may be materially adversely impacted. In 2023, the FCC initiated a proceeding to consider the future of high-cost support in Alaska.
As of December 31, 2024, we were in compliance in all material respects with our deployment and service requirements associated with such funding. If we fail to meet these obligations or require substantial additional capital expenditures to meet the obligations in a timely manner, our revenue, results of operations and liquidity may be materially adversely impacted.
Ongoing, we are providing equipment and site maintenance and high-capacity transport from these FirstNet cell sites to AT&T’s core network for an initial term ending in 2031. In 2023, we signed our second major Carrier Managed Services (“CMS”) agreement with Verizon to build out a large network to support their customer base.
Ongoing, we are providing equipment and site maintenance and high-capacity transport from these FirstNet cell sites to AT&T’s core network for an initial term ending in 2031. In March of 2025, we amended the FirstNet agreement to extend the deadline for completing the build requirements.
The Replace and Remove Program requires each of these subsidiaries to complete the project no later than one year from receiving its initial disbursement. As of December 31, 2023, we have received approximately $18 million in reimbursements under the Replace and Remove Program. All of our participating subsidiaries must complete their projects in 2024, absent any extensions.
The Replace and Remove Program requires each of our participating subsidiaries to complete the project no later than a specified deadline, which is currently in the third quarter of 2025. As of December 31, 2024, we have received approximately $131 million in reimbursements under the Replace and Remove Program.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf we are unable to obtain the requisite amount of financing, we may have to forgo opportunities to strategically grow our business. Regulatory Risks Regulatory changes may impose restrictions that adversely affect us or cause us to incur significant unplanned costs in modifying our business plans or operations.
Biggest changeRegulatory Risks 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, including as a result of the new administration in the US.
We may not be able to adequately fund the maintenance and replacement of this infrastructure on a basis timely enough to avoid material outages, or accurately predict equipment failure rates, or be able to locate replacement parts or spares to repair existing equipment due to its age.
We may not be able to adequately fund the maintenance and replacement of this infrastructure on a basis timely enough to avoid material outages, accurately predict equipment failure rates, or be able to locate replacement parts or spares to repair existing equipment due to its age.
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.
These include restrictions on our ability to do the following: ● incur additional debt; ● sell, 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.
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.
We receive federal and state universal service revenues to support our wireline operations in high-cost areas in Alaska, the US Virgin Islands, and in the western United States. We receive US government funding and awards from numerous other sources, including: ACP, E-rate, EACAM, RHC program, Tribal Broadband Connectivity, CAF II, and RDOF.
We receive federal and state universal service revenues to support our wireline operations in high-cost areas in Alaska, the US Virgin Islands, and in the western United States. We receive US government funding and awards from numerous other sources, including E-rate, EACAM, RHC program, Tribal Broadband Connectivity, CAF II, RDOF, and state funding.
For example, if the FCC were to add a new company to the Covered List of foreign companies whose telecommunications equipment are subject to usage restrictions that has provided a significant amount of equipment to our subsidiaries, we cannot predict how our business will be impacted or what sort of adverse consequences may result.
For example, if the FCC were to add a new company to the Covered List of foreign companies whose telecommunications equipment is subject to usage restrictions that has provided a significant amount of equipment to our subsidiaries, we cannot predict how our business will be impacted or what sort of adverse consequences may result.
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.
Increased competition, whether from new market entrants or heightened 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.
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. FCC regulatory activity has increased in 2023 and 2024, particularly in connection with broadband.
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. FCC regulatory activity has increased since 2023, particularly in connection with broadband.
If any of the above circumstances arise, it could result in impairments to such investments, and could have a material adverse impact on our earnings, cash flow and financial condition. ​ ITEM 1B. UNRESOLVED STAFF COMMENTS None. 25 Table of Contents
If any of the above circumstances arise, it could result in impairments to such investments, and could have a material adverse impact on our earnings, cash flow and financial condition. ​ ITEM 1B. UNRESOLVED STAFF COMMENTS None. 24 Table of Contents
Such illiquidity could also cause us to miss other investment opportunities. There can also be no assurance that our investments will appreciate in value or that it will have the opportunity to divest such investments at acceptable prices or within the timeline envisaged.
Such illiquidity could also cause us to miss other investment opportunities. There can also be no assurance that our investments will appreciate in value or that we will have the opportunity to divest such investments at acceptable prices or within the timeline envisaged.
The illiquidity of our investments may make it difficult for us to quickly obtain cash equal to the value at which we record our investments if the need arises to satisfy the repurchase of such investments from our other equity investors in the event such company desires, or in the case of our Alaska Transaction and Sacred Wind Transaction, may be required to repurchase such securities pursuant to contractual arrangements.
The illiquidity of our investments may make it difficult for us to quickly obtain cash equal to the value at which we record our investments if the need arises to satisfy the repurchase of such investments from our other equity investors in the event such company desires, or in the case of our Alaska Communications and Sacred Wind entities, may be required to repurchase such securities pursuant to contractual arrangements.
Our industry faces rapid and significant changes in technology that may directly impact our business, including the introduction of new telecom delivery platforms. For example, Starlink has started offering direct-to-consumer products which in some locations in our markets is a direct competitive alternative to our new fiber offerings in certain locations, such as in Alaska and Guyana.
Our industry faces rapid and significant changes in technology that may directly impact our business, including the introduction of new telecom delivery platforms. For example, Starlink began offering direct-to-consumer products which in some locations in our markets is a direct competitive alternative to our new fiber offerings in certain locations, such as in Alaska and Guyana.
Although we believe that we are in compliance with the requirements of the AEPF, given the complexity of pension-related matters described above we may not, in every instance, be in full compliance with applicable requirements. ​ 24 Table of Contents Other Risks Our founder is our largest stockholder and could exert significant influence over us. Cornelius B.
Although we believe that we are in compliance with the requirements of the AEPF, given the complexity of pension-related matters described above we may not, in every instance, be in full compliance with applicable requirements. Other Risks Our founder is our largest stockholder and could exert significant influence over us. Cornelius B.
For example, under the USF, if we fail to meet our buildout and service obligations, or if we require substantial additional capital expenditures in order to meet the obligations under the timeline required, or if the relevant government agencies reduce funding availability, our revenue, results of operations, and liquidity may be materially adversely impacted.
For example, if we fail to meet our buildout and service obligations, or if we require substantial additional capital expenditures to meet the obligations under the timeline required, or if the relevant government agencies reduce funding availability, our revenue, results of operations, and liquidity may be materially adversely impacted.
The existence of inflation 22 Table of Contents in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, supply shortages, increased costs of labor, components, manufacturing and shipping, as well as weakening exchange rates and other similar effects. Increased interest rates and additional debt have resulted in increased interest expenses.
The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, supply shortages, increased costs of labor, components, manufacturing and shipping, as well as weakening exchange rates and other similar effects. Increased interest rates and additional debt have resulted in increased interest expenses.
Any deterioration in the relationship with our local unions could have a negative impact on our operations and on our ability to achieve our plans for growth. Alaska Communications may incur substantial and unexpected liabilities arising out of its pension plans.
Any deterioration in the relationship with our local unions could have a negative impact on our operations and on our ability to achieve our plans for growth. 22 Table of Contents Alaska Communications may incur substantial and unexpected liabilities arising out of its pension plans.
Investment agreements for both our majority and minority held subsidiaries often contain investor rights and obligations, such as rights of first refusal, co-sale, and “drag along” provisions related to liquidity events and transfers that may force us to sell or exit our holdings at times or on terms that are not optimal or limit our ability to sell or exit our holdings when we would like to.
Investment agreements for both our majority and minority held subsidiaries often contain investor rights and obligations, such as rights of first refusal, co-sale, and “drag along” provisions related to liquidity events and transfers that may force us to sell or exit our holdings at times or on terms that are not optimal or limit our ability to sell or exit our holdings at our discretion.
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 March 15, 2024, the average daily trading volume of our Common Stock was approximately 94,000 shares.
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 March 17, 2025, the average daily trading volume of our Common Stock was approximately 83,000 shares.
If we are unable to restore service on a timely and cost-effective basis, it could harm our reputation and have a material adverse effect on our business, financial condition or results of operations through continued loss of revenue and customer attrition to our competitors.
If we are unable to restore service on a timely and cost-effective basis, it could harm our reputation and have a material adverse effect on our business, financial condition or results of operations through continued loss of revenue and customer attrition. We rely on a limited number of key suppliers and vendors.
In addition, our retail wireless businesses depend on access to compelling handset devices at reasonable prices on the primary and secondary markets.
For instance, our retail wireless businesses depend on access to compelling handset devices at reasonable prices on the primary and secondary markets.
We are reliant on government funding to execute on the FCC’s Replace and Remove program. The FCC’s governmental restrictions on the procurement of equipment from certain vendors has resulted in a costly network replacement build in our western United States operations that is funded in part by the FCC’s Replace and Remove Program.
The FCC’s governmental restrictions on the procurement of equipment from certain vendors has resulted in a costly network replacement build in our western United States operations that is funded in part by the FCC’s Replace and Remove Program.
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.
The success of our business depends on the ability of our executive officers and operating unit leaders to develop and execute our business plan, identify and pursue new opportunities and product innovations, and attract and retain these leaders along with other highly qualified technical and management personnel.
Failure to provide these services or to upgrade to new technologies on a timely basis and at an acceptable cost, or to secure any necessary regulatory approvals 20 Table of Contents to roll out such new technologies on a timely basis all could have a material adverse effect on our ability to compete with carriers in our markets.
Failure to provide these services or to upgrade to new technologies on a timely basis and at an acceptable cost, or to secure any necessary regulatory approvals to roll out such new technologies on a timely basis, all could have a material adverse effect on our ability to compete with carriers in our markets and may expose us to additional risks.
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.
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.
The loss of key personnel or the failure to attract or retain personnel with the sophistication to run complicated communications equipment, networks and systems could have a material adverse effect on our ability to maintain effective internal controls, and on our business, financial condition and results of operations.
The loss of key personnel or the inability to attract or retain individuals with the expertise to operate complex communications equipment, networks and systems could have a material adverse effect on our ability to maintain effective internal controls, and on our business, financial condition and results of operations.
While supply chain reliability improved during 2023, we continue to monitor other supply chain risks such as inflationary trends, availability of materials and services based on the subsidized dollars available for telecommunications companies in the US.
We continue to monitor other supply chain risks such as the increased cost and impact of tariffs, inflationary trends, availability of materials and services based on the subsidized dollars available for telecommunications companies in the US.
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 or timely manner.
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 or timely manner.
In July 2022, the FCC approved our eligible subsidiaries’ participation in the program but also announced that the total amount of approved costs for which reimbursement was sought by all applicants was far in excess of the amount appropriated by Congress.
In July 2022, the FCC approved our eligible subsidiaries’ participation in the program but also announced that the total amount of approved costs for which reimbursement was sought by all applicants was far in excess of the amount appropriated by Congress. In December 2024 this program was fully funded for reimbursement to the Company of up to approximately $517 million.
Labor costs are a significant component of Alaska Communications’ expenses and, as 23 Table of Contents of December 31, 2023, nearly 60% of its workforce is represented by the International Brotherhood of Electrical Workers (“IBEW”).
Labor costs are a significant component of Alaska Communications’ expenses and, as of December 31, 2024, approximately 59% of its workforce is represented by the International Brotherhood of Electrical Workers (“IBEW”).
We believe that there is, and will continue to be, strong competition for qualified personnel in the communications industry 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 believe that there is, and will continue to be, strong competition for qualified personnel in the communications industry 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. 17 Table of Contents We rely heavily on local management to run our operating units.
This risk to our company is heightened by the fact that many of our service areas have limited emergency response assets and may be difficult to reach in an emergency situation which may delay service restoration in a critical time following a natural disaster or other disruptive event.
This risk to our company is heightened by the limited emergency response resources in many of our service areas, which may be difficult to access during an emergency situation, potentially delaying service restoration during critical times following a natural disaster or other disruptive event.
We cannot predict whether and to what extent the fund administrator will approve our subsidiaries’ requests for the specific reimbursement of costs, whether we will obtain additional necessary extensions, or whether we can complete our participation in the program within the timelines set by the FCC. 17 Table of Contents Finally, there is a risk that the FCC may continue to enumerate requirements or change stated rules.
We cannot predict whether and to what extent the fund administrator will approve our subsidiaries’ requests for the specific reimbursement of costs, whether we will obtain additional necessary extensions of the completion deadlines, or whether we can complete our participation in the program within the timelines set by the FCC.
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. Competition in the markets in which we operate has increased in recent years due to a number of governmental and economic factors.
Over the past 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 services and data services.
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 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 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.
Alternative or new technologies, including artificial intelligence technologies, may be developed that provide communications services superior to those available from us, which may adversely affect our business.
However, delays due to factors such as supply-chain issues, delayed approval of reimbursement requests, the underfunding of the program, and other external circumstances could prevent our subsidiaries from meeting these timelines. Under the FCC’s rules, program participants can seek extensions of their deadlines, or the FCC can grant a blanket extension for all participants.
However, delays due to factors such as supply-chain issues, delayed approval of reimbursement requests, the underfunding of the program, and other external circumstances could prevent our subsidiaries from meeting these timelines.
A large portion of our equipment is sourced, directly or indirectly, from outside the United States, and 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 also adversely affect our business, results of operations, effective income tax rate, liquidity and net income.
Major changes in tax policy or trade relations, such as the disallowance of tax deductions for imported products or the imposition of higher tariffs or duties on imported products imposed or that may be imposed by the new US administration , could also adversely affect our business, results of operations, effective income tax rate, liquidity and net income.
If we are unable to meet the terms of the awards, our funding may be subject to claw back in addition to other consequences. There can be no assurance that we will continue to meet our myriad of government obligations in a capital-efficient manner.
If we are unable to meet the terms of the awards, our funding may be subject to claw back in addition to other consequences.
There can 16 Table of Contents be no assurance that we will be able to successfully prevent a material security breach stemming from future cyberattacks or avoid major outages caused by such an attack or breach.
There can be no assurance that we will be able to successfully prevent a material security breach stemming from future cyberattacks or avoid major outages caused by such an attack or breach. These failures could also lead to significant negative publicity, and we may be subject to litigation, regulatory penalties and financial losses.
There can be no assurance that government support will continue at its current levels and decreases or loss in certain programs may have a materially adverse impact on our revenues. Network outages could have an adverse effect on our business.
There can be no assurance that government support will continue at its current levels and decreases, losses, or disruptions in the funding of certain programs may have a materially adverse impact on our revenues. Strategic Risks Increased competition may require increased capital expenditures or result in the loss of existing customers.
In addition, much of our underlying physical infrastructure (particularly in Guyana and Alaska), including buildings, fleet vehicles and related systems and equipment, has been in service for an extended period of time.
Much of our underlying physical infrastructure (particularly in Guyana and Alaska), including buildings, fleet vehicles and related systems and equipment, has been in service for an extended period of time. In addition, our aging network exposes us to increased energy consumption and costs may expose us to additional cybersecurity risks as we maintain out-of-date software to maintain these systems.
Given the high capital investments we have already made in the new fiber offerings, this competition may adversely impact our anticipated return on investment. For us to keep pace with these technological changes and remain competitive, at a minimum we must continue to make capital expenditures to add to our networks’ capacity, coverage and technical capability.
For us to keep pace with these technological changes and advancements and remain competitive, at a minimum we must continue to make capital expenditures to add to our networks’ capacity, coverage and technical capability. We cannot predict the effect of technological changes and advancements on our business.
We are increasingly focused on winning or obtaining government awards and funding. In the western United States, we are using government awards to both enable our expanded carrier service initiative and grow the footprint of our network.
We are reliant on government funding which brings compliance obligations and risk of change in federal or state funding, including as a result of changes to governmental policies and programs. In the western United States, we are using government awards to both enable our expanded carrier service initiative and grow the footprint of our network.
Overall economic impacts from a sustained lower price of crude oil, on Alaska on the one hand, and from projected revenue from sales of oil, for Guyana on the other hand, if maintained over time, will impact our growth in the future; ● 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 credit losses on trade receivables, 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.
Overall economic impacts from a sustained lower price of crude oil, on Alaska on the one hand, and from projected revenue from sales of oil, for Guyana on the other hand, if maintained over time, will impact our growth in the future; ● 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; 21 Table of Contents ● the lack of foreign exchange, specifically US dollars, available in Guyana is impacting our ability to pay for goods and services because many of our key vendors in Guyana, including the vendor that we use to construct our fiber assets, will not accept payment in Guyana dollars.
Slower economic activity, increased unemployment, concerns about inflation, decreased consumer confidence and other adverse business conditions could have an impact on our businesses. For example, among other things: ● the economies of Alaska and Guyana depend heavily on the strength of the natural resource industries, particularly oil production and prices of crude oil.
Slower economic activity, increased unemployment, concerns about inflation, decreased consumer confidence and other adverse business conditions could have an impact on our businesses.
Companies that were awarded funding must complete the removal, replacement, and disposal of Covered List equipment and services in their networks within a year of their initial funding disbursements. All of our participating subsidiaries one-year project completion deadlines are in 2024.
See US Telecom Segment – Mobility Services –Replace and Remove Program. Companies that were awarded funding must complete the removal, replacement, and disposal of Covered List equipment and services in their networks within a specified project completion deadline.
Finally, there is uncertainty regarding any future levels of these revenues, as the government may choose to decrease or cease funding certain programs. For example, the ACP program is currently slated to end in the second quarter of 2024.
Finally, there is uncertainty regarding any future levels of these revenues, as the new US administration may choose to decrease or cease funding certain programs, and the constitutionality of the federal universal service program is currently under judicial review.
Network outages could have a material adverse effect on our business and can be caused by a myriad of incidents, including aging or faulty infrastructure, natural disasters, and third party outages, such as power loss. Risk for network outages increases with increased reliance on cloud-storage providers, which may themselves be subject to cybersecurity breaches, capacity limitations, software defects and more.
Network outages and rising energy costs could have an adverse effect on our business. Network outages could have a material adverse effect on our business and can be caused by a myriad of incidents, including aging or faulty infrastructure, natural disasters, and third-party outages, such as power loss or subsea cable outage.
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 requiring a specified time period of service. 18 Table of Contents We are increasingly reliant on government funding which brings compliance obligations and a risk that a change in federal or state funding could materially and adversely impact the financial position and results of operations of certain of our subsidiaries.
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 requiring a specified period of service. We are reliant on government funding to execute on the FCC’s Remove and Replace program.
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. The Rural Health Care program in Alaska is being audited by USAC, and we may be subject to forfeiture or fine.
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. ​ 20 Table of Contents The loss of certain licenses could adversely affect our ability to provide wireless and broadband services.
We may have difficulty funding multiple 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.
We may not be able to realize the benefits of our investments in our operating markets. Historically, we have funded our capital expenditures and transactional matters from a combination of cash on hand, cash from operations, and debt.
We depend on a limited number of suppliers for equipment and services relating to our network infrastructure, mobile handset lineup, and our back-office IT systems infrastructure. If these suppliers experience interruptions or other problems delivering equipment to us on a timely basis, our subscriber or revenue growth and operating results could suffer significantly.
As a telecommunications service provider, we depend on a limited number of suppliers for equipment and services relating to our network infrastructure, mobile handset lineup, and back-office IT systems infrastructure.
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.
We may be required to expend significant resources to protect our IT and operational networks and may need to expend additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures arising from operational and security risks.
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 results. Failure of these IT systems, through cyberattacks, breaches of security, human error or otherwise, may cause disruptions to our operations.
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 results. Telecommunications providers, including vendors to providers, are increasingly being targeted by cyber criminals.
With our strategy of increased and focused capital expenditures across our business, and the acquisitions of Alaska Communications and Sacred Wind, over the last three years we have substantially decreased our cash reserves and increased our leverage on a consolidated basis.
With the acquisitions of Alaska Communications and Sacred Wind and our investment in our “First-to-Fiber” and “Glass & Steel™” strategies, we have substantially decreased our cash reserves and increased our leverage on a consolidated basis. Beginning in 2022, we invested in higher-than-average capital expenditures to support our strategies of “First-to-Fiber” and “Glass & Steel™” in our businesses.
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.
In addition, the market price of our Common Stock may not be reflective of its underlying value. ​ 23 Table of Contents 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 believe Alaska Communications’ labor costs are higher than our competitors who employ a non-unionized workforce because Alaska Communications is required by the CBA to contribute to the IBEW Health and Welfare Trust and the Alaska Electrical Pension Fund (“AEPF”) for benefit programs, including defined benefit pension plans and health benefit plans, that are not reflective of the competitive marketplace.
We believe Alaska Communications’ labor costs are higher than our competitors who employ a non-unionized workforce. In addition, Alaska Communications may make strategic and operational decisions that require the consent of the IBEW.
Any network outage could negatively impact our operations, including the provision of service to our customers, and could result in adverse effects to our financial condition and reputation. These outages could also lead to significant negative publicity.
Notwithstanding the significant investments that are being made in the US Virgin Islands and in Guyana to upgrade the country's power network, there is no guarantee that the local governments will be able to stabilize the electric infrastructure in the future. 16 Table of Contents Any network outage could negatively impact our operations, including the provision of service to our customers, and could result in adverse effects to our financial condition and reputation.
Telecommunications providers, including vendors to providers, are increasingly being targeted by cyber criminals. These attacks are not always seeking data about their own business, but access to the data of market participants in potentially more lucrative industries.
These attacks do not always target data specific to our business but often seek access to the data from market participants in more lucrative industries.
Execution on multiple simultaneous and transformational initiatives will require in-depth management attention in multiple jurisdictions to capitalize on growth in the US Virgin Islands, economic growth in Guyana, and the ongoing shift in business focus in US Telecom. Rapid and significant technological changes in the telecommunications industry may adversely affect us.
Execution on multiple simultaneous and transformational initiatives requires in-depth management attention in multiple jurisdictions to capitalize on economic growth in Guyana, capture additional operational efficiencies, and develop and grow enterprise revenue streams in our US Telecom segment.
In addition, these creditors may be able to terminate any commitments they had made to provide us with further funds. As we have taken on more debt in the last three years to fund our planned higher-than-normal capital expenditures, the additional debt coupled with higher interest rates has increased our interest rate burden.
As our debt levels have increased over the last three years to fund our higher-than-normal capital expenditures, the higher debt levels coupled with higher interest rates has increased our interest expense burden and negatively impacted our earnings, cash flow and financial condition.
Our ability to support multiple organic and inorganic growth opportunities may be limited by our liquidity resources. How and when we deploy our balance sheet capacity will figure prominently in our longer-term growth prospects and stockholder returns.
In 2025, we intend to return to more normalized investment levels. However, our ability to support multiple organic and inorganic growth opportunities across our businesses may be limited by our liquidity resources and require significant oversight from our senior management.
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 undertakings of the FirstNet project and the Replace and Remove program.
Major business initiatives are underway, focusing on improving mobile and other enterprise sales across all markets, digitizing internal processes to enhance response times to customer requirements, modernizing and centralizing existing processes in select markets, and improving operational execution of certain US Telecom businesses.
Removed
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. There has been an increase in ransomware attacks in recent years.
Added
Due to the rural and island locations of our networks, our energy costs tend to be high, and due to the nature of our network on average can be higher than those of our competitors operating in the same markets.
Removed
Because demand for program support exceeded available funding, the FCC was required by statute to implement a prioritization scheme and allocate funding on an equal but prorated basis. Accordingly, per its rules, the FCC developed a pro-rata allocation factor of approximately 40%. See US Federal Regulation – FCC Replace and Remove Program.
Added
We are reliant on the stability of the energy grid in each of our markets to provide services, however, frequent power outages in several of our markets result in our service outages. We are working to shut down certain energy-inefficient parts of our network, such as our copper plants in Guyana, but rising energy costs may offset any efficiencies gained.
Removed
Congress is considering appropriating additional funding to meet the total demand for reimbursement, but we cannot predict whether or when such additional funding will be allocated, or how much, if any, will be allocated. Thus, we cannot predict whether there will be sufficient available funding to reimburse our subsidiaries for all of their approved costs in this context.
Added
While generator backups are in place where blackouts are common, generators run on costly fuel which contributes to higher energy costs.
Removed
Any shortfall in available funding could have an adverse impact on our ability to replace, remove, and dispose of covered equipment in satisfaction of our regulatory obligations, on our cash flows, or on our results of operations.
Added
If these suppliers experience interruptions, price increases due to tariffs, including those imposed or that may be imposed by the new US administration, or higher inflation, or other problems delivering equipment to us on a timely and cost-effective basis, our subscriber or revenue growth and operating results could suffer significantly.
Removed
Once funds are allocated, recipients can then draw down funds upon proof of actual expenses incurred by filing a request for the reimbursement of specific expenses. We cannot predict whether and to what extent the FCC or the administrator on which it relies to administer the reimbursement program will approve our subsidiaries’ requests for the specific reimbursement of costs.
Added
A large portion of our equipment is sourced, directly or indirectly, from outside the United States.
Removed
If we are not successful in receiving the amount of funds that is necessary to remove, replace, and dispose of equipment from restricted vendors or are unable to complete the removal, replacement, and disposal within the required timeframes, or have underestimated the cost of replacement, it could adversely impact our ability to operate, maintain or expand our domestic network infrastructure.
Added
While the Company has consolidated certain key management roles, particularly in our international segment, reducing the risk associated with filling and maintaining fewer positions, it also increases the need for effective change management and continuity planning.
Removed
Because of the prevalence of Chinese vendor equipment in our US network, we believe meeting this time based requirement will be difficult without additional time to complete, especially if the FCC is unable to lessen or eliminate the shortfall in reimbursement funding.
Added
Finally, there is a risk that the FCC may continue to enumerate requirements, change stated rules, or delay or withhold funding, including as result of changes to governmental policies and programs, including loans, grants, guarantees and other subsidies.
Removed
These types of events can also cause major disruption and harm to the communities and markets we serve and where our employees live.
Added
For example, on May 8, 2024, we entered into a Consent Decree with the FCC Enforcement Bureau, regarding both the USAC and FCC Enforcement Bureau’s investigation with respect to our compliance with Rural Healthcare Program Rules in the 2017 year and agreed to (i) pay a settlement amount of approximately $6.3 million, and (ii) enter into a three-year compliance agreement in connection with Alaska Communication’s continued participation in the RHC Program.
Removed
In addition, it may take significant time to return to pre-disaster levels following any such meteorological or geological event.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur CIO is an experienced information technology professional with just under 30 years of experience in the networking and communications industries. His extensive experience extends to all facets of information technology, including enterprise applications, cloud and SaaS systems, network infrastructure, and network management.
Biggest changeOur CTIO is an experienced information technology professional with just under 30 years of experience in the networking and communications industries. His extensive experience extends to all facets of information technology, including enterprise applications, cloud and SaaS systems, network infrastructure, and network management. For the past decade, he has been at the forefront of cloud systems development and security.
The full Board also receives briefings from management from time to time on our cyber risk management program. Board members receive presentations and training on cybersecurity topics from our Chief Information Officer (CIO), Vice President of Architecture and Security, or external experts as part of the Board’s continuing education on topics that impact public companies.
The full Board also receives briefings from management from time to time on our cyber risk management program. Board members receive presentations and training on cybersecurity topics from our Chief Information Officer (CIO), Vice President of Security, or external experts as part of the Board’s continuing education on topics that impact public companies.
Our VP of Architecture and Security has over 30 years of experience in IT and Security and has the Certified Information System Security Professional (CISSP) certification as well as various technology vendor certifications. As referenced above, our Risk Council is responsible for day-to-day cyber risk management, and reports to the Audit Committee on these matters.
Our VP of Security has over 30 years of experience in IT and Security and has the Certified Information System Security Professional (CISSP) certification as well as various technology vendor certifications. As referenced above, our Risk Council is responsible for day-to-day cyber risk management, and reports to the Audit Committee on these matters.
Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity threats and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity threats and incidents through various means, which may include briefings from internal security personnel; and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment .
In addition, management updates the Committee, pursuant to an agreed upon timetable and escalation 26 Table of Contents matrix regarding any material cybersecurity incidents, as well as providing the Committee with periodic reports on any incidents with lesser impact potential. The Committee reports to the full Board regarding its activities, including those related to cybersecurity.
In addition, management updates the Committee, pursuant to an agreed upon timetable and escalation 25 Table of Contents matrix regarding any material cybersecurity incidents, as well as providing the Committee with periodic reports on any incidents with lesser impact potential. The Committee reports to the full Board regarding its activities, including those related to cybersecurity.
We make it a practice to continually review the maturity of our program, utilizing the NIST standards and leveraging the feedback of both external advisors and third party threat intelligence tools in an effort to continuously improve our program in relation to evolving cybersecurity threats in our industry.
We make it a practice to continually review the maturity of our program, utilizing the NIST standards and leveraging the feedback of both internal resources and external advisors in an effort to continuously improve our program in relation to evolving cybersecurity threats in our industry.
Our internal security team is made up of experienced professionals that have an average of 27 years of IT and security experience, including certifications such as CISSP and CCSP from ISC2.
Our internal security team is made up of experienced professionals that have an average of more than 25 years of IT and security experience, including certifications such as CISSP, CompTia Security+.
Removed
For the past decade, he has been at the forefront of cloud security through partnerships with leading identity and access management providers and other leading security technology providers. He is a certified Sarbanes-Oxley-trained professional.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs of December 31, 2023, we operated seven retail stores in our US Telecom segment and twenty retail stores in our International Telecom segment. 27 Table of Contents Our offices and technical operations are in the following locations: ​ ​ ​ ​ ​ ​ ​ ​ International Telecom ​ US Telecom ​ Georgetown, Guyana Little Rock, AR Bermuda Castle Rock, CO US Virgin Islands Atlanta, GA Cayman Islands ​ Anchorage, AK ​ ​ ​ Albuquerque, NM ​ ​ Within our communications operations, we globally own approximately 390 towers, lease an additional approximate 385 towers and have 6 switch locations within rented locations.
Biggest changeAs of December 31, 2024, we operated seven retail stores in our US Telecom segment and twenty retail stores in our International Telecom segment. 26 Table of Contents Our offices and technical operations are in the following locations: ​ ​ ​ ​ ​ ​ ​ ​ International Telecom ​ US Telecom ​ Georgetown, Guyana Castle Rock, CO Bermuda Atlanta, GA US Virgin Islands Anchorage, AK Cayman Islands ​ Albuquerque, NM ​ ​ ​ ​ ​ ​ Within our communications operations, we globally own approximately 366 towers, lease an additional approximate 379 towers and have 4 switch locations within rented locations.
Worldwide, we utilize the following approximate square footage of space for our operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ International ​ ​ ​ Corporate Type of space ​ Telecom ​ US Telecom ​ and Other Office 329,000 ​ 220,000 ​ 47,000 Retail stores 48,000 ​ 30,000 ​ — Technical operations 2,023,000 ​ 297,000 ​ — All of the above locations are leased except for certain of the office and technical spaces within our International Telecom segment, which we own.
Worldwide, we utilize the following approximate square footage of space for our operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ International ​ ​ ​ Corporate Type of space ​ Telecom ​ US Telecom ​ and Other Office 301,000 ​ 220,000 ​ 41,000 Retail stores 29,000 ​ 30,000 ​ — Technical operations 2,023,000 ​ 291,000 ​ — All of the above locations are leased except for certain of the office and technical spaces within our International Telecom segment, which we own.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThere have been limited further discussions on the subject of a revised spectrum fee methodology with the Telecommunications Agency and GTT awaits the determination of such fees.
Biggest changeSince that time, OneGY has made payments of undisputed spectrum fees as amounts invoiced by the NFMU, and to its successor, the TA. There have been limited further discussions on the subject of a revised spectrum fee methodology with the TA.
Historically, our subsidiary, GTT, has been subject to other long-standing litigation proceedings and disputes in Guyana that have not yet been resolved.
Historically, our subsidiary, OneGY, has been subject to other long-standing litigation proceedings and disputes in Guyana that have not yet been resolved.
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. Digicel filed counterclaims alleging that GTT has violated the terms of the interconnection agreement and Guyana laws.
OneGY has filed several lawsuits in the High Court of Guyana asserting that, despite its denials, Digicel is engaged in international bypass in violation of OneGY’s exclusive license rights, the interconnection agreement between the parties, and the laws of Guyana. Digicel filed counterclaims alleging that OneGY has violated the terms of the interconnection agreement and Guyana laws.
With respect to all of the foregoing matters, we believe that some adverse outcome is probable and have accordingly accrued $16.3 million as of December 31, 2023 for these and other potential liabilities arising in various claims, legal actions and regulatory proceedings arising in the ordinary course of business.
With respect to all of the foregoing unresolved matters, we believe that some adverse outcome is probable and have accordingly accrued $13.8 million as of December 31, 2024 for these and other potential liabilities arising in various claims, legal actions and regulatory proceedings arising in the ordinary course of business.
These suits, filed in 2010 and 2012, have been consolidated, however, we cannot accurately predict at this time when the consolidated suit will reach a court of final determination.
These suits, filed in 2010 and 2012, are currently pending in the Court of Appeals in Guyana, however, we cannot accurately predict at this time when the consolidated suit will reach a court of final determination.
Beginning in 2006, the National Frequency Management Unit (now the Telecommunications Agency, or the “NFMU/TA”) and GTT have been engaged in discussions regarding the amount of and methodology for calculation of spectrum fees payable by GTT in Guyana. Since that time, GTT has made payments of undisputed spectrum fees as amounts invoiced by the NFMU/TA.
Beginning in 2006, the National Frequency Management Unit (now the Telecommunications Agency, or the “NFMU/TA”) and OneGY have been engaged in discussions regarding the amount of and methodology for calculation of spectrum fees payable by OneGY in Guyana.
GTT is also involved in several legal claims regarding its tax filings with the Guyana Revenue Authority (the “GRA”) dating back to 1991 regarding the deductibility of intercompany advisory fees as well as other tax assessments. GTT’s position has been upheld by various High Court rulings with respect to all outstanding matters.
OneGY is also involved in several legal claims regarding its tax filings with the Guyana Revenue Authority (the “GRA”) dating back to 1991 regarding the deductibility of intercompany advisory fees as well as other tax assessments.
Removed
Several High Court rulings in the favor of GTT have been appealed by the GRA and we believe that some adverse outcome in these or pending unheard matters could occur.
Added
It has been OneGY’s practice to make payments of undisputed spectrum and license fees as amounts are invoiced by the Telecommunications Authority (“TA”) and to accrue for a reasonable determination of any amounts that are disputed or not invoiced by the TA.
Removed
The draft audit report alleges violations of the FCC’s rules for establishing rural rates and urban rates, the provisioning and billing of ineligible services and products, and violations of the FCC’s competitive bidding rules.
Added
OneGY has maintained that it has no unpaid corporation tax due to the GRA and that any liability OneGY might be found to have with respect to the disputed tax assessments would be offset in part by the amounts claimed with respect to rights ATN has pursuant to its agreement with the government of Guyana.
Removed
Alaska Communications has provided USAC with extensive comments in response to its draft audit report seeking correction of numerous factual and legal errors that it believed it had identified. As a result of these conversations and comments being submitted by Alaska Communications, USAC’s auditors may revise their findings, including the amounts they recommend USAC seek to recover.
Added
OneGY’s position has been upheld by various High Court rulings made in its favor including most recently in February 2024, and while all matters have been appealed by the GRA, only one remains pending for determination by the High Court.
Removed
USAC’s auditors are expected to issue a final audit report incorporating Alaska Communications’ responses that will be sent to USAC’s Rural Health Care Division to review and determine if corrective action would be appropriate.
Added
On May 8, 2024, we entered into a Consent Decree with the FCC Enforcement Bureau, regarding both the USAC and FCC Enforcement Bureau’s investigation and agreed to (i) pay a settlement amount of approximately $6.3 million, 27 Table of Contents and (ii) enter into a three-year compliance agreement in connection with Alaska Communication’s continued participation in the RHC Program.
Removed
In the event that we disagree with USAC’s final audit report, we can appeal that decision to USAC’s Rural Health Care Division and/or the 28 Table of Contents FCC.
Added
At this time, we believe that it can comply with all of the terms of the compliance agreement. The settlement amount of $6.3 million consists of a $5.3 million cash payment and the $1.0 million forgiveness of certain receivables, both of which have been accrued on our balance sheet as of December 31, 2024.
Removed
At this time, we cannot predict the contents or timing of the final USAC audit report, the outcome of the audit or the impact on our business, financial condition, results of operations, or liquidity.
Added
As such, this settlement will not impact the statement of operations in future periods.
Removed
We are engaged in discussions with the FCC’s Enforcement Bureau and will continue to work constructively to provide it the information it is seeking. Any adverse outcome with respect to the FCC Enforcement Bureau’s inquiry may have an adverse impact our business, financial condition, results of operations, or liquidity.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeMartin 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, he 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.
Biggest changeBetween 2008 and 2013, he 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 B.S. in Mechanical Engineering from the University of Maine, and is a published author and featured industry speaker. Carlos R.
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. Justin Leon is our Senior Vice President of Corporate Development. Mr. Leon joined the Company in 2015 and brings over fifteen years of investing experience to the team. Prior to joining ATN, Mr.
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. Justin Leon is our Senior Vice President of Corporate Development. He joined the Company in 2015 and brings over fifteen years of investing experience to the team. Prior to joining ATN, Mr.
Leon started his career at Stonebridge Associates, a boutique investment bank in Boston advising clients in technology, medical device, and consumer products verticals. Mr. Leon earned a degree in corporate finance from Bentley College and an M.B.A from the Tuck School of Business at Dartmouth. 30 Table of Contents PART II
Leon started his career at Stonebridge Associates, a boutique investment bank in Boston advising clients in technology, medical device, and consumer products verticals. Mr. Leon earned a degree in corporate finance from Bentley College and an M.B.A. from the Tuck School of Business at Dartmouth. PART II
Mabey was with the law firm of Edwards Angell Palmer & 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.
Prior to joining us, Ms. Mabey was with the law firm of Edwards Angell Palmer & 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.
ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. ​ 29 Table of Contents ​ INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following table sets forth information regarding our executive officers as of March 15, 2024: ​ ​ ​ ​ ​ ​ Name Age Position Brad W. Martin 48 Chief Executive Officer and Director Justin D.
ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. ​ ​ INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following table sets forth information regarding our executive officers as of March 17, 2025: ​ ​ ​ ​ ​ ​ Name Age Position Brad W. Martin 49 Chief Executive Officer and Director Carlos R.
Benincasa 61 Chief Financial Officer Mary Mabey 42 Senior Vice President, General Counsel and Secretary Justin Leon ​ 38 ​ Senior Vice President, Corporate Development ​ Executive Officers Brad W. Martin is our Chief Executive Officer and a member of our Board of Directors. Prior to being named our CEO and Director in 2024, Mr.
Doglioli 55 Chief Financial Officer Mary Mabey 43 Senior Vice President, General Counsel and Secretary Justin Leon ​ 39 ​ Senior Vice President, Corporate Development ​ Executive Officers Brad W. Martin is our Chief Executive Officer and a member of our Board of Directors. Mr.
Martin served as our Chief Operating Officer from 2018 to 2023. Prior to joining us in 2018, he served as Chief Operating Officer for Senet Inc., a leading “low power wide area network” (LPWAN) operator and global service provider. From 2013 through 2015, Mr.
Prior to joining us in 2018, he previously served as Chief Operating Officer for Senet Inc., a leading "low power wide 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.
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.
Doglioli received a B.S. of Management Information Systems (Lic. en Sistemas) from CAECE University in Buenos Aires, Argentina and an MBA from Babson College, and is fluent in English, Spanish, and Portuguese. Mary Mabey is our Senior Vice President and General Counsel. Ms. Mabey joined us in 2009 and previously served as our Deputy General Counsel.
Removed
Martin holds a Bachelor of Science, Mechanical Engineering from the University of Maine, is a published author and featured industry speaker. Justin D. Benincasa is our Chief Financial Officer. Prior to joining us in May 2006, Mr. Benincasa was a Principal at Windover Development, LLC since 2004.
Added
Martin joined the Company in April 2018 as Executive Vice President and became our Chief Operating Officer in 2021. In January 2024, Mr. Martin was appointed our Chief Executive Officer and a member of our Board of Directors.
Removed
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 he managed finance and accounting, treasury, IT, tax, lease administration and property management.
Added
Doglioli is our Chief Financial Officer. Mr. Doglioli joined us in 2024 and brings significant telecom experience.
Removed
Prior to that, he was Vice President and Corporate Controller at American Radio Systems Corporation and held accounting and finance positions at American Cablesystems Corporation. Mr. Benincasa holds an M.B.A. degree from Bentley University and a B.A. degree from the University of Massachusetts. Mr. Benincasa intends to retire on or around March 17, 2024.
Added
Prior to becoming our Chief Financial Officer, he served as the Chief Financial Officer of Centennial Towers, a developer, owner, and operator of wireless communication towers in Latin America from 2014 to 2023, and from 2004 to 2007 at MetroRED Mexico, a leading integrated communications provider that owned and operated state-of-the-art high-capacity fiber optic communications focused on large and medium size corporate clients, ISPs, Internet-content providers, and telecommunications providers in Mexico City.
Added
Previously, Mr. Doglioli served in multiple senior 28 Table of Contents finance roles for portfolio companies of Devonshire Investors (the private equity group of Fidelity Investments), including as Chief Financial Officer of Backyard Farms and as Managing Director of Finance at J. Robert Scott. Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeTelecommunications index, and the Nasdaq Small Cap Telecommunications Services index. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from 12/31/2018 to 12/31/2023. The stock price performance included in this graph is not necessarily indicative of future stock price performance ​ ​ 32 Table of Contents
Biggest changeThe graph assumes that the value of the investment in our common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on 12/31/2019 and tracks it through 12/31/2024. ​ ​ The stock price performance included in this graph is not necessarily indicative of future stock price performance. ​ ​ 30 Table of Contents
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 15, 2024 was 80.
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 17, 2025 was 85.
Issuer Purchases of Equity Securities in the Fourth Quarter of 2023 On December 14, 2023, the Company’s Board of Directors authorized the repurchase of up to $25.0 million of its Common Stock, from time to time, on the open market or in privately negotiated transactions (the “2023 Repurchase Plan”).
Issuer Purchases of Equity Securities On December 14, 2023, the Company’s Board of Directors authorized the repurchase of up to $25.0 million of the Company’s Common Stock, from time to time, on the open market or in privately negotiated transactions (the “2023 Repurchase Plan”). As of December 31, 2024, had $15.0 million available to repurchase the Company’s Common Stock.
Removed
The 2023 Repurchase Plan replaced the previously approved 2016 Repurchase Plan and, as of December 31, 2023, had all $25.0 million available to repurchase the Company’s Common Stock.
Added
In the aggregate, during the years ended December 31, 2024 and 2023 (and prior to the effectiveness of the 2023 Repurchase Plan), we repurchased $10.0 million and $15.0 million of our common stock, respectively . There were no repurchases by the Company of its Common Stock during the quarter ended December 31, 2024.
Removed
The following table reflects the repurchases by the Company of its Common Stock during the quarter ended December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (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, 2023 — October 31, 2023 100,659 ​ $ 32.98 ​ — ​ $ 4,451,527 November 1, 2023 — November 30, 2023 — ​ ​ — ​ — ​ ​ 4,451,527 December 1, 2023 — December 31, 2023 — ​ ​ — ​ — ​ ​ 25,000,000 ​ 31 Table of Contents Stock Performance Graph The graph below matches ATN International's cumulative 5-Year total shareholder return on common stock with the cumulative total returns of the Russell 2000 index, the S&P SmallCap 600 index, the Nasdaq.
Added
Dividends For the year ended December 31, 2024, our Board of Directors declared $14.6 million of dividends to our stockholders which includes a $0.24 per share dividend declared on December 18, 2024 and paid on January 8, 2025. We have declared quarterly dividends since the fourth quarter of 1998.
Added
Future dividend payments, if any, are subject to approval of our Board of Directors. ​ ​ 29 Table of Contents Stock Performance Graph The graph below matches the cumulative 5-Year total return of holders of ATN International's common stock with the cumulative total returns of the Russell 2000 index, the S&P SmallCap 600 index, the Nasdaq Telecommunications index and Nasdaq Small Cap Telecommunications Services index.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

164 edited+58 added−63 removed51 unchanged
Biggest changeAs a result of the above, our US Telecom segment’s operating loss decreased by $0.2 million, or 3.5%, to a loss of $5.5 million from a loss of $5.7 million for the years ended December 31, 2023 and 2022, respectively. 39 Table of Contents The following represents a year over year discussion and analysis of our results of operations for the years ended December 31, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ Amount of ​ Percent ​ ​ December 31, ​ Increase ​ Increase ​ ​ 2023 ​ 2022 ​ (Decrease) ​ (Decrease) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ REVENUE: ​ ​ ​ ​ ​ Communication services ​ $ 735,082 ​ $ 692,221 ​ $ 42,861 6.2 % Construction ​ ​ 10,629 ​ ​ 15,762 ​ ​ (5,133) (32.6) ​ Other ​ 16,505 ​ 17,762 ​ (1,257) (7.1) ​ Total revenue ​ ​ 762,216 ​ ​ 725,745 ​ ​ 36,471 5.0 ​ OPERATING EXPENSES ( excluding depreciation and amortization unless otherwise indicated ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of communication services and other ​ ​ 319,723 ​ ​ 312,895 ​ ​ 6,828 2.2 ​ Cost of construction revenue ​ ​ 10,345 ​ ​ 15,763 ​ ​ (5,418) ​ (34.4) ​ Selling, general and administrative ​ ​ 242,697 ​ ​ 224,400 ​ ​ 18,297 8.2 ​ Stock-based compensation ​ ​ 8,535 ​ ​ 7,405 ​ ​ 1,130 ​ 15.3 ​ Transaction-related charges ​ ​ 551 ​ ​ 4,798 ​ ​ (4,247) (88.5) ​ Restructuring charges ​ ​ 11,228 ​ ​ — ​ ​ 11,228 ​ 100.0 ​ Depreciation and amortization ​ ​ 141,627 ​ ​ 135,137 ​ ​ 6,490 4.8 ​ Amortization of intangibles from acquisitions ​ ​ 12,636 ​ ​ 13,016 ​ ​ (380) (2.9) ​ Loss on disposition of long-lived assets ​ ​ 1,699 ​ ​ 4,389 ​ ​ (2,690) (61.3) ​ Total operating expenses ​ ​ 749,041 ​ ​ 717,803 ​ ​ 31,238 4.4 ​ Income (loss) from operations ​ ​ 13,175 ​ ​ 7,942 ​ ​ 5,233 65.9 ​ OTHER INCOME (EXPENSE): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ ​ 476 ​ ​ 174 ​ ​ 302 173.6 ​ Interest expense ​ ​ (42,686) ​ ​ (20,417) ​ ​ (22,269) 109.1 ​ Other income ​ ​ 1,496 ​ ​ 4,245 ​ ​ (2,749) (64.8) ​ Other expense, net ​ ​ (40,714) ​ ​ (15,998) ​ ​ (24,716) 154.5 ​ INCOME (LOSS) BEFORE INCOME TAXES ​ (27,539) ​ (8,056) ​ (19,483) 241.8 ​ Income tax benefit ​ (8,785) ​ (473) ​ (8,312) 1,757.3 ​ NET INCOME (LOSS) ​ (18,754) ​ (7,583) ​ (11,171) 147.3 ​ Net (income) loss attributable to noncontrolling interests, net of tax: ​ 4,216 ​ 1,938 ​ 2,278 117.5 ​ NET INCOME (LOSS) ATTRIBUTABLE TO ATN INTERNATIONAL, INC.
Biggest changeThe following represents a year over year discussion and analysis of our results of operations for the years ended December 31, 2024 and 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ Amount of ​ Percent ​ ​ December 31, ​ Increase ​ Increase ​ ​ 2024 ​ 2023 ​ (Decrease) ​ (Decrease) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ REVENUE: ​ ​ ​ ​ ​ Communication services ​ $ 707,758 ​ $ 735,082 ​ $ (27,324) (3.7) % Construction ​ ​ 3,900 ​ ​ 10,629 ​ ​ (6,729) (63.3) ​ Other ​ 17,417 ​ 16,505 ​ 912 5.5 ​ Total revenue ​ ​ 729,075 ​ ​ 762,216 ​ ​ (33,141) (4.3) ​ OPERATING EXPENSES ( excluding depreciation and amortization unless otherwise indicated ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of communication services and other ​ ​ 312,256 ​ ​ 319,723 ​ ​ (7,467) (2.3) ​ Cost of construction revenue ​ ​ 3,866 ​ ​ 10,345 ​ ​ (6,479) ​ (62.6) ​ Selling, general and administrative ​ ​ 228,869 ​ ​ 242,697 ​ ​ (13,828) (5.7) ​ Stock-based compensation ​ ​ 8,237 ​ ​ 8,535 ​ ​ (298) ​ (3.5) ​ Transaction-related charges ​ ​ 4,847 ​ ​ 551 ​ ​ 4,296 779.7 ​ Restructuring and reorganization expenses ​ ​ 3,535 ​ ​ 11,228 ​ ​ (7,693) ​ (68.5) ​ Depreciation and amortization ​ ​ 138,335 ​ ​ 141,627 ​ ​ (3,292) (2.3) ​ Amortization of intangibles from acquisitions ​ ​ 7,907 ​ ​ 12,636 ​ ​ (4,729) (37.4) ​ Goodwill impairment ​ ​ 35,269 ​ ​ — ​ ​ 35,269 ​ 100.0 ​ (Gain) loss on disposition of assets and transfers ​ ​ (13,251) ​ ​ 1,699 ​ ​ (14,950) (879.9) ​ Total operating expenses ​ ​ 729,870 ​ ​ 749,041 ​ ​ (19,171) (2.6) ​ Income (loss) from operations ​ ​ (795) ​ ​ 13,175 ​ ​ (13,970) (106.0) ​ OTHER INCOME (EXPENSE): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ ​ 1,186 ​ ​ 476 ​ ​ 710 149.2 ​ Interest expense ​ ​ (49,548) ​ ​ (42,686) ​ ​ (6,862) 16.1 ​ Other income (expense) ​ ​ (1,809) ​ ​ 1,496 ​ ​ (3,305) (220.9) ​ Other expense, net ​ ​ (50,171) ​ ​ (40,714) ​ ​ (9,457) 23.2 ​ LOSS BEFORE INCOME TAXES ​ (50,966) ​ (27,539) ​ (23,427) 85.1 ​ Income tax benefit ​ (19,114) ​ (8,785) ​ (10,329) 117.6 ​ NET LOSS ​ (31,852) ​ (18,754) ​ (13,098) 69.8 ​ Net loss attributable to noncontrolling interests, net of tax: ​ 5,423 ​ 4,216 ​ 1,207 28.6 ​ NET LOSS ATTRIBUTABLE TO ATN INTERNATIONAL, INC.
Cost of construction revenue includes the expenses incurred in connection with the construction of and the delivery to AT&T of cell sites in accordance with our FirstNet Agreement.
Cost of construction revenue. Cost of construction revenue includes the expenses incurred in connection with the construction of and the delivery to AT&T of cell sites in accordance with our FirstNet Agreement.
Selling, general and administrative expenses. Selling, general and administrative expenses include salaries and benefits we pay to sales personnel, customer service expenses and the costs associated with the development and implementation of our promotional and marketing campaigns.
Selling, general and administrative expenses include salaries and benefits we pay to sales personnel, customer service expenses and the costs associated with the development and implementation of our promotional and marketing campaigns.
Liquidity and Capital Resources Historically, we have met our operational liquidity needs and have funded our capital expenditures and acquisitions through a combination of cash-on-hand, internally generated funds, proceeds from dispositions, borrowings under our credit facilities and seller financings.
Liquidity and Capital Resources Historically, we have met our operational liquidity needs and have funded our capital expenditures and acquisitions through a combination of cash-on-hand, internally generated funds, borrowings under our credit facilities, proceeds from dispositions, and seller financings.
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, no additional provision for income taxes has been made on accumulated earnings of foreign subsidiaries. Dividends.
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, no additional provision for income taxes has been made on the accumulated earnings of foreign subsidiaries. Dividends.
FirstNet Agreement. In connection with the FirstNet Agreement, we are building a portion of AT&T’s network for the First Responder Network Authority (“FirstNet”) in or near our current operating area in the western United States.
In connection with the FirstNet Agreement, we are building a portion of AT&T’s network for the First Responder Network Authority (“FirstNet”) in or near our current operating area in the western United States.
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 2031.
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 2031.
All amounts outstanding under the 2023 CoBank Credit Facility will be due and payable upon the earlier of the maturity date or the acceleration of the loans and commitments upon an event of default. ​ ​ ​ 2023 CoBank Term Loan Quarterly Payment Dates 2023 CoBank Term Loan Quarterly Repayments December 31, 2023 – June 30, 2025 $812,500 (2.5% per annum) December 31, 2025 – June 30, 2026 $1,625,000 (5% per annum) December 31, 2026 – June 30, 2029 $2,437,500 (7.5% per annum) Amounts borrowed under the 2023 CoBank Credit Facility bear interest at a rate equal to, at our option, either (i) the secured overnight financing rate as administered by the Federal Reserve Bank of New York (SOFR) plus an applicable margin ranging between 2.00% to 3.75% for the 2023 CoBank Term Loan or 1.75% to 3.50% for Revolving Loans or (ii) a base rate plus an applicable margin ranging from 1.00% to 2.75% for the Term Loan or 0.75% to 2.50% for the 2023 CoBank Revolving Loans.
All amounts outstanding under the 2023 CoBank Credit Facility will be due and payable upon the earlier of the maturity date or the acceleration of the loans and commitments upon an event of default. ​ ​ ​ 2023 CoBank Term Loan Quarterly Payment Dates 2023 CoBank Term Loan Quarterly Repayments December 31, 2023 – June 30, 2025 $812,500 (2.5% per annum) September 30, 2025 – June 30, 2026 $1,625,000 (5% per annum) September 30, 2026 – June 30, 2029 $2,437,500 (7.5% per annum) ​ Amounts borrowed under the 2023 CoBank Credit Facility bear interest at a rate equal to, at our option, either (i) the secured overnight financing rate as administered by the Federal Reserve Bank of New York (SOFR) plus an applicable margin ranging between 2.00% to 3.75% for the 2023 CoBank Term Loan and 1.75% to 3.50% for Revolving Loans or (ii) a base rate plus an applicable margin ranging from 1.00% to 2.75% for the Term Loan and 0.75% to 2.50% for the 2023 CoBank Revolving Loans.
We use the cash generated from our operations to maintain an appropriate ratio of debt and cash on hand and to re-invest in organic growth, to fund capital expenditures, to return cash to our stockholders through dividends or stock repurchases, and make strategic investments or acquisitions.
We use the cash generated from our operations to maintain an appropriate ratio of debt and cash on hand and to re-invest in organic growth, to fund capital expenditures, to return value to our stockholders through dividends or stock repurchases, and to make strategic investments or acquisitions.
In August 2022, we filed a new “universal” shelf registration statement with the SEC, to register potential future offerings of up to $300.0 million of our securities.
In August 2022, we filed a new “universal” shelf registration statement with the SEC, to register potential future offerings of up to $300 million of our securities.
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.
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 judgments by management.
In connection with the execution of the 2023 CoBank Credit Facility, as defined above, outstanding borrowings under the 2019 CoBank Credit Facility were repaid in full.
In connection with the execution of the 2023 CoBank Credit Facility, as defined above, all outstanding borrowings under the 2019 CoBank Credit Facility were repaid in full.
As of December 31, 2023, we were in compliance with all of the financial covenants of the 2023 CoBank Credit Facility. Capital markets.
As of December 31, 2024, we were in compliance with all of the financial covenants of the 2023 CoBank Credit Facility. Capital markets.
The base rate is equal to the higher of (i) 1.00% plus the one-month SOFR rate (ii) the federal funds effective rate (as defined in the 2023 CoBank Credit Agreement) plus 0.50% per annum; and (iii) the prime rate (as defined in the 2023 CoBank Credit Agreement).
The base rate is equal to the higher of (i) 1.00% plus the one-month SOFR rate (ii) the federal funds effective rate (as defined in the 2023 CoBank Credit Agreement) plus 0.50% per annum; or (iii) the prime rate (as defined in the 2023 CoBank Credit Agreement).
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, 2023, $60.0 million of the Viya Debt remained outstanding and $0.2 million of the rate lock fee was unamortized.
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, 2024, $60.0 million of the Viya Debt remained outstanding and $0.2 million of the rate lock fee was unamortized.
We deliver services to other telecommunications providers including the leasing of critical network infrastructure such as tower and transport facilities, wholesale roaming and long distance voice services, site maintenance and international long-distance services. ​ ● Managed Services .
We deliver services to other telecommunications providers including the leasing of critical network infrastructure such as tower and transport facilities, wholesale roaming and long-distance voice services, site maintenance and international long-distance services. ​ ● Mobile Telecommunications Services .
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.
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 56 Table of Contents recoverable.
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. 57 Table of Contents We assess the recoverability of the value of our telecommunications licenses using either a market or income approach.
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 have developed significant operational expertise and resources that we use to augment our capabilities in our local markets. With this support, our operating subsidiaries are able to improve their quality of service with greater economies of scale and expertise than would typically be available in the size markets we operate in.
We have developed significant operational expertise and resources that we use to augment our capabilities in our local markets. With this support, our operating subsidiaries can improve their quality of service with greater economies of scale and expertise than would typically be available in the size markets we operate in.
Managed Services revenue may increase in both our US and International Telecom segments as a result of our continued effort to sell certain Managed Services solutions to both our consumer and business customers in all of our markets. Operating expenses Cost of communication services and other.
Managed Services revenue may continue to increase in both our US and International Telecom segments as a result of our continued effort to sell certain Managed Services solutions to primarily business customers in all of our markets. Operating expenses Cost of communication services and other.
For further information about our financial segments and geographical information about our operating revenues and assets, see Notes 1 and 14 to the Consolidated Financial Statements included in this Report. As of December 31, 2023, we offered the following types of services to our customers: ● Mobile Telecommunications Services .
For further information about our financial segments and geographical information about our operating revenues and assets, see Notes 1 and 14 to the Consolidated Financial Statements included in this Report. As of December 31, 2024, we offered the following types of services to our customers: ● Fixed Telecommunications Services .
We expect to incur construction costs of approximately $10.1 million, primarily during 2024 with the remainder in 2025, in order to complete the network build portion of that agreement. Following acceptance of the cell sites, AT&T will own the sites and we will assign to AT&T any third-party tower lease applicable to such cell site.
We expect to incur construction costs of approximately $6 million, primarily during 2025 with the remainder in 2026, in order to complete the network build portion of that agreement. Following acceptance of the cell sites, AT&T will own the sites and we will assign to AT&T any third-party tower lease applicable to such cell site.
The 2023 CoBank Credit Agreement contains a financial covenant (as further defined in the 2023 CoBank Credit Agreement) that imposes a maximum ratio of indebtedness to EBITDA, as well as 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.
The 2023 CoBank Credit Agreement contains a financial covenant (as further defined in the 2023 CoBank Credit Agreement) that imposes a maximum Total Net Leverage Ratio, as well as 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.
Under the 2023 CoBank Revolving Loan, we had $33.6 million outstanding and $136.4 million of availability as of December 31, 2023. We were in compliance with all financial covenants as of December 31, 2023. In October 2023, we entered a two year, forward starting 1-month floating to fixed SOFR interest rate swap agreement.
Under the 2023 CoBank Revolving Loan, we had $58.6 million outstanding and $111.4 million of availability as of December 31, 2024. We were in compliance with all financial covenants as of December 31, 2024. In October 2023, we entered into a two year, forward starting 1-month floating to fixed SOFR interest rate swap agreement.
The Alaska Term Facility provides for a secured delayed draw term loan in an aggregate principal amount of up to $7.5 million and the proceeds may be used to pay certain invoices from a contractor for work performed in connection with a fiber build.
The Alaska Term Facility provided for a secured delayed draw term loan in an aggregate principal amount of up to $7.5 million and the proceeds were used to pay certain invoices from a contractor for work performed in connection with a fiber build.
Commnet Wireless capitalized $0.8 million in fees associated with the Receivables Credit Facility which are being amortized over the life of the debt and $0.5 million were unamortized as of December 31, 2023.
Commnet Wireless capitalized $0.8 million in fees associated with the Receivables Credit Facility which are being amortized over the life of the debt and $0.4 million were unamortized as of December 31, 2024.
As of December 31, 2023, $100 million of such construction obligations remain with completion deadlines beginning in 2024. Once these projects are constructed, we are obligated to provide service to the participants. Software licensing, maintenance and other business support systems.
As of December 31, 2024, $150.2 million of such construction obligations remain with completion deadlines beginning in 2025. Once these projects are constructed, we are obligated to provide service to the participants. Software licensing, maintenance and other business support systems.
We believe our current cash, cash equivalents, short term investments and availability under our current credit facilities will be sufficient to meet our cash needs for at least the next twelve months for working capital needs and capital expenditures. 47 Table of Contents Total liquidity.
We believe our current cash, cash equivalents, short term investments 45 Table of Contents and availability under our current credit facilities will be sufficient to meet our cash needs for at least the next twelve months for working capital and capital expenditure requirements. Total liquidity.
Our Mobility revenue consists of retail revenue generated within both our International Telecom and US Telecom segments by providing retail mobile voice and data services over our wireless networks as well as through the sale and repair services of related equipment, such as handsets and other accessories, to our retail subscribers. 40 Table of Contents Mobility revenue increased by $2.5 million, or 2.3%, to $112.5 million for the year ended December 31, 2023 from $110.0 million for the year ended December 31, 2022.
Our Mobility revenue consists of revenue generated within both our International Telecom and US Telecom segments by providing business and retail mobile voice and data services over our wireless networks as well as through the sale and repair services of related equipment, such as handsets and other accessories, to our subscribers. 38 Table of Contents Mobility revenue decreased by $2.5 million, or 2.2%, to $110.0 million for the year ended December 31, 2024 from $112.5 million for the year ended December 31, 2023.
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 industry. 54 Table of Contents Restrictions under Credit Facility.
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 industry. Restrictions under 2023 Credit Facility.
We provide information technology services such as network, application, infrastructure and hosting services to both our business and consumer customers to complement our fixed services in our existing markets. ​ Through December 31, 2023, we identified two operating segments to manage and review our operations and to facilitate investor presentations of our results.
We provide information technology services such as network, application, infrastructure and hosting services to both our business and consumer customers to complement our fixed telecommunications services in our existing markets. ​ Through December 31, 2024, we identified two operating segments to manage and review our operations, as well as to support investor presentations of our results.
Accordingly, we could record additional provisions or benefits for US federal, state, and foreign tax matters in future periods as new information becomes available. 46 Table of Contents Net income attributable to noncontrolling interests, net of tax.
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 loss attributable to noncontrolling interests, net of tax.
We believe that some adverse outcome is probable and have accordingly accrued $16.3 million as of December 31, 2023 for these matters. Recent Accounting Pronouncements See Note 2 to the Consolidated Financial Statements included in this Report.
We believe that some adverse outcome is probable and have accordingly accrued $13.8 million as of December 31, 2024 for these matters. Recent Accounting Pronouncements See Note 2 to the Consolidated Financial Statements included in this Report.
Depreciation and amortization expenses decreased within our corporate overhead by $0.9 million, or 25.7%, to $2.6 million from $3.5 million, for the years ended December 31, 2023 and 2022, respectively, primarily as a result of certain assets becoming fully depreciated in recent periods.
Depreciation and amortization expenses decreased within our corporate overhead by $2.0 million, or 76.9%, to $0.6 million from $2.6 million, for the years ended December 31, 2024 and 2023, respectively, primarily as a result of certain assets becoming fully depreciated in recent periods.
Net income attributable to noncontrolling interests, net of tax reflected an allocation of $4.2 million and $1.9 million of losses generated by our less than wholly owned subsidiaries for the years ended December 31, 2023 and 2022, respectively. Changes in net income attributable to noncontrolling interests, net of tax, within our segments, consisted of the following: ● International Telecom .
Net loss attributable to noncontrolling interests, net of tax reflected an allocation of $5.4 million and $4.2 million of losses generated by our less than wholly owned subsidiaries for the years ended December 31, 2024 and 2023, respectively. Changes in net loss attributable to noncontrolling interests, net of tax, within our segments, consisted of the following: ● International Telecom .
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. Cash used in investing activities. Cash used in investing activities decreased by $2.1 million to $165.1 million from $167.2 million for the years ended December 31, 2023 and 2022, respectively.
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. Cash used in investing activities. Cash used in investing activities decreased by $61.3 million to $103.8 million from $165.1 million for the years ended December 31, 2024 and 2023, respectively.
Our effective tax rate for the years ended December 31, 2023 and 2022 was 31.9% and 5.9%, respectively.
Our effective tax rate for the years ended December 31, 2024 and 2023 was 37.5% and 31.9%, respectively.
Cost of communication services and other 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 within our managed services businesses.
Cost of communication services and other are charges that we incur for voice and data transport circuits, internet capacity, video programming costs, access fees we pay to terminate our calls, telecommunication spectrum fees and direct costs associated within our managed services businesses.
During the year ended December 31, 2023, we recorded a net loss on the disposition of long-lived assets of $1.7 million representing a $4.3 million loss in our US Telecom segment primarily relating to the recognition of contingent consideration related to the Sacred Wind Transaction partially offset by a $2.6 million gain pertaining to a settlement of the Vibrant Transaction.
These gains were partially offset by a $2.5 million loss, within our US Telecom segment, primarily related to the transfer of certain assets. 43 Table of Contents During the year ended December 31, 2023, we recorded a net loss on the disposition of long-lived assets of $1.7 million representing a $4.3 million loss in our US Telecom segment primarily relating to the recognition of contingent consideration related to the Sacred Wind Transaction partially offset by a $2.6 million gain pertaining to a settlement of the Vibrant Transaction.
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 discussion of ongoing proceedings, see Note 13 to the Consolidated Financial Statements in this Report .
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 discussion of ongoing proceedings, see Note 13 to the Consolidated Financial Statements in this Report.
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. 52 Table of Contents On December 19, 2023, CoBank amended the Receivables Credit Facility and extended the delayed draw period to December 31, 2024.
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. On December 27, 2024, CoBank amended the Receivables Credit Facility and extended the delayed draw period to December 31, 2025.
The 2023 Repurchase Plan replaced the previously approved 2016 Repurchase Plan and, as of December 31, 2023, had all $25.0 million available to repurchase shares of our common stock. During the years ended December 31, 2023 and 2022 (and prior to the effectiveness of the 2023 Repurchase Plan), we repurchased $15.0 million and $0.9 million of our common stock.
The 2023 Repurchase Plan replaced the previously approved 2016 Repurchase Plan and, as of December 31, 2024, had $15.0 million available to repurchase shares of our common stock. During the years ended December 31, 2024 and 2023 (and prior to the effectiveness of the 2023 Repurchase Plan), we repurchased $10.0 million and $15.0 million of our common stock, respectively.
RUS provides financial assistance in the form of loans under the Rural Electrification Act of 1936 to furnish or improve telecommunications and/or broadband services in rural areas. The Sacred Wind Term Debt is secured by substantially all assets of Sacred Wind and an underlying mortgage to the United States of America.
Sacred Wind Term Debt The Sacred Wind Term Debt with the United States of America, acting through the Administrator of the Rural Utilities Service (“RUS”) which provides financial assistance in the form of loans under the Rural Electrification Act of 1936 to furnish or improve telecommunications and/or broadband services in rural areas, is secured by substantially all of the assets of Sacred Wind and is an underlying mortgage to the United States of America.
Net loss attributable to ATN International, Inc. stockholders. Net loss attributable to ATN International, Inc. stockholders was $14.5 million for the year ended December 31, 2023 as compared to $5.6 million for the year ended December 31, 2022.
Net loss attributable to ATN International, Inc. stockholders. Net loss attributable to ATN International, Inc. stockholders was $26.4 million for the year ended December 31, 2024 as compared to $14.5 million for the year ended December 31, 2023.
Within our International Telecom segment, Fixed revenue increased by $5.9 million, or 2.5%, to $239.2 million from $233.3 million for the years ended December 31, 2023 and 2022, respectively. Of this increase, $4.6 million and $1.3 million related to increases in revenue from consumer and business customers, respectively.
Within our International Telecom segment, Fixed revenue increased by $7.0 million, or 2.9%, to $246.2 million from $239.2 million for the years ended December 31, 2024 and 2023, respectively. Of this increase, $4.1 million and $2.9 million related to increases in revenue from consumer and business customers, respectively.
Within our International Telecom segment, our selling, general and administrative expenses increased by $9.1 million, or 8.8%, to $113.0 million from $103.9 million for the years ended December 31, 2023 and 2022, respectively.
Within our International Telecom segment, our selling, general and administrative expenses increased by $1.2 million, or 1.1%, to $114.2 million from $113.0 million for the years ended December 31, 2024 and 2023, respectively.
Within our US Telecom segment, n et income attributable to noncontrolling interests, net of tax increased by $2.7 million, or 31.4%, to an allocation of losses of $11.3 million from an allocation of losses of $8.6 million for the years ended December 31, 2023 and 2022, respectively, as a result of increased losses at our less than wholly owned subsidiaries within this segment .
Within our US Telecom segment, n et loss attributable to noncontrolling interests, net of tax increased by $7.0 million, or 61.9%, to an allocation of losses of $18.3 million from an allocation of losses of $11.3 million for the years ended December 31, 2024 and 2023, respectively, as a result of increased losses at our less than wholly owned subsidiaries within this segment .
As of December 31, 2023, we had approximately $62.2 million in cash, cash equivalents, and restricted cash. Of this amount, $21.9 million was held by our foreign subsidiaries and is indefinitely invested outside the United States. In addition, we had approximately $516.9 million of debt, net of unamortized deferred financing costs, as of December 31, 2023.
As of December 31, 2024, we had approximately $89.2 million in cash, cash equivalents, and restricted cash. Of this amount, $32.2 million was held by our foreign subsidiaries and is indefinitely invested outside the United States. In addition, we had approximately $557.4 million of debt, net of unamortized deferred financing costs, as of December 31, 2024.
We capitalized $4.2 million of fees associated with the 2023 CoBank Credit Facility which are being amortized over the life of the debt and $3.8 million were unamortized as of December 31, 2023. We had $129.2 million outstanding under the 2023 CoBank Term Loan as of December 31, 2023.
We capitalized $4.5 million of fees associated with the 2023 CoBank Credit Facility which are being amortized over the life of the debt and $3.3 million were unamortized as of December 31, 2024. 48 Table of Contents We had $125.9 million outstanding under the 2023 CoBank Term Loan as of December 31, 2024.
We also actively evaluate investment opportunities and other strategic transactions, both domestic and international, and generally look for those that we believe fit our profile of telecommunications businesses and have the potential to complement our “First-to-Fiber” and “Glass & Steel™” approach in markets while keeping a focus on generating excess operating cash flows over extended periods of time.
We also actively evaluate investment opportunities and other strategic transactions, both domestic and international, and generally look for those that we believe fit our profile of telecommunications businesses while keeping a focus on generating excess operating cash flows over extended periods of time.
During the years ended December 31, 2023 and 2022, cost of construction revenue decreased to $10.3 million from $15.8 million as a result of a decrease in the number of sites completed during 2023 as compared to 2022. We expect to substantially complete the build by the end of 2024 with the remainder to be completed in early 2025.
During the years ended December 31, 2024 and 2023, cost of construction revenue decreased to $3.9 million from $10.3 million as a result of a decrease in the number of sites completed during 2024 as compared to 2023. We expect to substantially complete the build by the end of 2025. Selling, general and administrative expenses.
Amortization of intangibles from acquisitions decreased by $0.4 million to $12.6 million from $13.0 million for the years ended December 31, 2023 and 2022, respectively. We expect that amortization of intangibles from acquisitions will decrease as such costs continue to amortize. (Gain) loss on disposition of assets and contingent consideration .
Amortization of intangibles from acquisitions decreased by $4.7 million to $7.9 million from $12.6 million for the years ended December 31, 2024 and 2023, respectively. We expect that amortization of intangibles from acquisitions will decrease in future periods as such costs continue to amortize. (Gain) loss on disposition of assets and transfers .
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 but cannot currently estimate the cost of building our network in the covered areas.
Spectrum Buildout Commitments. In connection with our spectrum licenses in the United States and other jurisdictions in which we operate, we will have to achieve certain spectrum build-out obligations. We expect to comply with all applicable requirements related to these licenses but cannot currently estimate the cost of building our network in the covered areas.
Cost of communication services and other increased by $6.8 million, or 2.2%, to $319.7 million from $312.9 million for the years ended December 31, 2023 and 2022, respectively. The net increase in cost of communication services and other, within our segments, consisted of the following : ● International Telecom.
Cost of communication services and other decreased by $7.4 million, or 2.3%, to $312.3 million from $319.7 million for the years ended December 31, 2024 and 2023, respectively. The net decrease in cost of communication services and other, within our segments, consisted of the following: ● International Telecom.
We have declared quarterly dividends since the fourth quarter of 1998. Stock Repurchase Plan. On December 14, 2023, our Board of Directors authorized the repurchase of up to $25.0 million of our common stock, from time to time, on the open market or in privately negotiated transactions (the “2023 Repurchase Plan”).
On December 14, 2023, our Board of Directors authorized the repurchase of up to $25.0 million of our common stock, from time to time, on the open market or in privately negotiated transactions (the “2023 Repurchase Plan”).
Selling, general and administrative expenses increased within our US Telecom segment by $6.7 million, or 7.0%, to $102.4 million from $95.7 million, for the years ended December 31, 2023 and 2022, respectively.
Selling, general and administrative expenses decreased within our US Telecom segment by $10.7 million, or 10.4%, to $91.7 million from $102.4 million, for the years ended December 31, 2024 and 2023, respectively.
If inflation continues or worsens, it could negatively impact our Company by increasing our operating expenses. Inflation may lead to cost increases in multiple areas across our business, for example, rises in the prices of raw materials and manufactured goods, increased energy rates, as well as increased wage pressures and other expenses related to our employees.
Inflation may lead to cost increases in multiple areas across our business, for example, rises in the prices of raw materials and manufactured goods, increased energy rates, as well as increased wage pressures and other expenses related to our employees.
Within our International Telecom segment, cost of communication services and other increased by $1.7 million, or 1.2%, to $141.8 million from $140.1 million, for the years ended December 31, 2023 and 2022, respectively.
Within our International Telecom segment, cost of communication services and other decreased by $5.7 million, or 4.0%, to $136.1 million from $141.8 million, for the years ended December 31, 2024 and 2023, respectively.
Our effective tax rate for the year ended December 31, 2023 was primarily impacted by the following items: (i) a $2.8 million net increase of unrecognized tax positions, (ii) a $2.5 million net increase related to valuation allowances placed on certain deferred tax assets and (iii) the mix of income generated among the jurisdictions in which we operate along with the exclusion of losses in jurisdictions where valuation allowances have been established for deferred tax assets as required by ASC 740-270-30-36(a), primarily in the US Virgin Islands.
Our effective tax rate for the year ended December 31, 2024 was primarily impacted by the following items: (i) a $7.1 million net benefit associated with the change in unrecognized tax positions, (ii) a $6.7 million net expense related to valuation allowances placed on certain deferred tax assets, (iii) a $3.4 million expense associated with Global Intangible Low Tax Income inclusion, (iv) a $3.8 million benefit related to state income taxes, net of federal benefit, and (v) a $12.3 million benefit associated with the mix of income generated among the foreign jurisdictions in which we operate. 44 Table of Contents Our effective tax rate for the year ended December 31, 2023 was primarily impacted by the following items: (i) a $2.8 million net increase of unrecognized tax positions, (ii) a $2.5 million net increase related to valuation allowances placed on certain deferred tax assets and (iii) the mix of income generated among the jurisdictions in which we operate along with the exclusion of losses in jurisdictions where valuation allowances have been established for deferred tax assets as required by ASC 740-270-30-36(a), primarily in the US Virgin Islands.
Such increases, however, may be partially offset by a decrease within our international long distance business in Guyana as consumers seek to use alternative technology services to place long-distance calls. Within our US Telecom segment, Carrier Services revenue may decrease as a result of recent carrier service management contracts. Other Communications Services Revenue .
Within our International Telecom segment, Carrier Services revenue may increase if international travel increases. Such increases, however, may be partially offset by a decrease within our international long-distance business in Guyana as consumers seek to use alternative technology services to place long-distance calls.
Managed Services revenue in our International Telecom segment increased $0.4 million to $5.3 million, or 8.2%, from $4.9 million for the years ended December 31, 2023 and 2022, respectively. US Telecom .
Within our US Telecom segment, Managed Services revenue increased $0.5 million, or 4.5%, to $11.7 million from $11.2 million for the years ended December 31, 2024 and 2023, respectively.
Transaction-related charges do not include employee salary and travel-related expenses, incurred in connection with acquisitions or dispositions or any integration-related costs. 44 Table of Contents We incurred $0.6 million of transaction-related charges during the year ended December 31, 2023. During the year ended December 31, 2022, we incurred $4.8 million of transaction-related charges primarily related to the Sacred Wind Transaction.
Transaction-related charges do not include employee salary and travel-related expenses incurred in connection with acquisitions or dispositions or any integration-related costs. 42 Table of Contents We incurred $4.8 million, primarily related to the extinguishment of the 2022 Alaska Credit Facility, as defined below, during the year ended December 31, 2024.
We expect that Mobility revenue within our US Telecom segment will decrease over time as we put more emphasis on other revenue sources within that segment. Fixed Revenue . Fixed revenue is primarily generated by broadband, voice, and video service revenues provided to retail and business customers over our wireline networks.
We expect that Mobility revenue within our US Telecom segment will decrease as we no longer provide retail mobility services under our brand. Fixed Revenue. Fixed revenue is primarily generated by broadband, voice, and video service revenues provided to retail and business customers over our wireline networks.
We expect to pay $40.1 million, $23.2 million, $15.5 million, $7.1 million and $4.6 million during the years ended December 31, 2024, 2025, 2026, 2027 and 2028, respectively, for circuit and other telecommunication transport costs. Thereafter, we are obligated to pay an additional $8.3 million for such services. 56 Table of Contents Sources of Cash.
We expect to pay $32.5 million, $26.0 million, $14.3 million, $8.1 million and $4.3 million during the years ended December 31, 2025, 2026, 2027, 2028 and 2029, respectively, for circuit and other telecommunication transport costs. Thereafter, we are obligated to pay an additional $8.9 million for such services. Sources of Cash.
The agreements also contain a financial covenant which Sacred Wind was not in compliance with as of December 31, 2021. Sacred Wind submitted a corrective action plan to comply with the financial covenant as of December 31, 2025. On May 5, 2022, Sacred Wind’s corrective action plan was accepted by the RUS.
The agreements also contain a financial covenant which Sacred Wind was not in compliance with as of December 31, 2024. Sacred Wind submitted a corrective action plan to comply with the financial covenant by December 31, 2028.
In connection with this program, we are expecting to spend $12.5 million in capital expenditures during the year ended December 31, 2024 (which is included in our capital expenditure estimates for the US Telecom segment above) and then an additional $27.5 million during the year ended December 31, 2025 in order to meet our build-out obligations under this program.
In connection with this program, we are expecting to spend $16.2 million in capital expenditures during the year ended December 31, 2025 (which is included in our capital expenditure estimates for the US Telecom segment above in order to meet our build-out obligations under this program. We are not expecting any commitments under the CAF II program after 2025.
The applicable margin is determined based on the ratio (as further defined in the 2023 CoBank Credit Agreement) of our indebtedness to EBITDA. Under the terms of the 2023 CoBank Credit Agreement, we must also pay a fee ranging from 0.25% to 0.50% on the average daily unused portion of the 2023 CoBank Credit Facility over each calendar quarter.
Under the terms of the 2023 CoBank Credit Agreement, we must also pay a fee ranging from 0.25% to 0.50% on the average daily unused portion of the 2023 CoBank Credit Facility over each calendar quarter.
These agreements expire primarily during the year ended December 31, 2024 and will require us to pay approximately $37.2 million in 2024, and then $6.2 million, $4.4 million, $2.1 million, and $0.9 million during 2025 through 2028, , respectively and then $15.3 million thereafter. Circuits and other transport costs .
These agreements expire primarily during the year ending December 31, 2025 and will require us to pay approximately $37.0 million in 2025, and then $12.8 million, $4.3 million, $2.7 million, and $2.4 million during 2026 through 2029, respectively and then $14.8 million thereafter. Circuits and other transport costs .
Letter of Credit Facility On November 14, 2022, we entered into a General Agreement of Indemnity to issue performance Standby Letters of Credit on behalf of us and our subsidiaries. As of December 31, 2023, $31.6 million of Standby Letters of Credit had been issued under this agreement.
Letter of Credit Facility On November 14, 2022, we entered into a General Agreement of Indemnity to issue performance Standby Letters of Credit on behalf of us and our subsidiaries.
During the year ended December 31, 2023 we have received $17.1 million of reimbursement under the program, of which $4.3 million was classified as operating cash inflows and $12.8 million was classified as investing cash inflows in our statement of cash flows.
During the year ended December 31, 2024, we received $113.6 million of reimbursement under the program, of which $22.8 million was classified as operating cash inflows and $90.8 million was classified as investing cash inflows in our statement of cash flows.
Revenues from construction are expected to have minimal impact on operating income. We expect to substantially complete the build by the end of 2024 with the remainder to be completed in early 2025. 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.
Revenues from construction are expected to have minimal impact on the Company’s 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.
As a result, our International Telecom segment’s operating income increased $1.4 million, or 2.7%, to $53.4 million from $52.0 million for the years ended December 31, 2023 and 2022, respectively. US Telecom .
As a result, our International Telecom segment’s operating income increased $22.4 million, or 41.9%, to $75.8 million from $53.4 million for the years ended December 31, 2024 and 2023, respectively. US Telecom .
However, such increases may be offset by a decrease in demand for our services due to subscribers using alternative methods to receive video and audio content . Within our US Telecom segment, Fixed revenue may decrease as the COVID-19 related Emergency Connectivity Fund programs cease.
However, such increases may be offset by a decrease in demand for our legacy services due to subscribers using alternative methods to receive video and audio content. Within our US Telecom segment, we expect Fixed revenue to decrease in the short term as a result of the impact of the expiration of the Emergency Connectivity Fund and Affordable Care Program.
Within our International Telecom segment, Carrier Services revenue increased by $1.2 million, or 8.9%, to $14.7 million, from $13.5 million for the years ended December 31, 2023 and 2022, respectively, primarily as a result of an increase in international travel that resulted in an increase in roaming revenues . ​ ● US Telecom .
Within our International Telecom segment, Carrier Services revenue decreased by $1.0 million, or 6.8%, to $13.7 million, from $14.7 million for the years ended December 31, 2024 and 2023, respectively, primarily as a result of a decrease in roaming revenues in some of our international markets. ​ ● US Telecom .
If we do not comply with such requirements in a certain area within that 10-year timeframe, our PAL for that area will be forfeited. Construction grants. We have also been awarded construction grants to build network connectivity for eligible communities. The funding of these grants, used to reimburse us for our construction costs, is distributed upon completion of a project.
If we do not comply with such requirements in a certain area within timeframe specified in the applicable spectrum license, our spectrum license for that area may be forfeited. 55 Table of Contents Construction grants. We have also been awarded construction grants to build network connectivity for eligible communities. The funding of these grants reimburse us for our construction costs.
As of December 31, 2023 we provided mobility services to retail customers in the western United States. 33 Table of Contents The following chart summarizes the operating activities of our principal subsidiaries, the segments in which we reported our revenue and the markets we served during 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ International Telecom US Telecom Services Markets ​ Tradenames Services Markets ​ Tradenames Mobility Services ​ Bermuda, Guyana, US Virgin Islands ​ One, GTT, Viya Mobility Services United States (rural markets) ​ Choice, Choice NTUA Wireless Fixed Services ​ Bermuda, Cayman Islands, Guyana, US Virgin Islands ​ One, Logic, GTT, Viya Fixed Services ​ United States ​ Alaska Communications, Commnet, Choice, Choice NTUA Wireless, Sacred Wind Communications, Ethos, Deploycom Carrier Services ​ Bermuda, Guyana, US Virgin Islands ​ One, GTT, Viya Carrier Services ​ United States ​ Alaska Communications, Commnet, Essextel, Sacred Wind Communications Managed Services ​ Bermuda, Cayman Islands, US Virgin Islands, Guyana ​ Fireminds, One, Logic, GTT, Viya, Brava Managed Services United States ​ Alaska Communications, Choice ​ Acquisition of Sacred Wind Enterprises On November 7, 2022, we, via our wholly owned subsidiary Alloy, Inc.
In our international markets, we offer fixed , carrier , mobility and managed services to customers in Bermuda, the Cayman Islands, Guyana and the US Virgin Islands. ​ 31 Table of Contents The following chart summarizes the operating activities of our principal subsidiaries, the segments in which we reported our revenue and the markets we served during 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ International Telecom US Telecom Services Markets ​ Tradenames Services Markets ​ Tradenames Mobility Services ​ Bermuda, Guyana, US Virgin Islands ​ One Communications, GTT (1), Viya Mobility Services United States (rural markets) ​ Choice, Choice NTUA Wireless Fixed Services ​ Bermuda, Cayman Islands, Guyana, US Virgin Islands ​ One Communications, Logic, GTT, Viya Fixed Services ​ United States ​ Alaska Communications, Commnet, Choice, Choice NTUA Wireless, Sacred Wind Communications, Ethos Broadband, Deploycom Carrier Services ​ Bermuda, Guyana, US Virgin Islands ​ One Communications, GTT, Viya, Essextel Carrier Services ​ United States ​ Alaska Communications, Commnet, Sacred Wind Communications Managed Services ​ Bermuda, Cayman Islands, US Virgin Islands, Guyana ​ One Communications, Logic, GTT, Viya, Brava, Fireminds (2) Managed Services United States ​ Alaska Communications, Choice ​ (1) In 2024, we completed a rebranding in Guyana and GTT is now known as One Communications.
Selling, general and administrative expenses increased by $18.3 million, or 8.2%, to $242.7 million from $224.4 million for the years ended December 31, 2023 and 2022, respectively. The net increase in selling, general and administrative expenses, within our segments, consisted of the following : ● International Telecom .
Selling, general and administrative expenses decreased by $13.8 million, or 5.7%, to $228.9 million from $242.7 million for the years ended December 31, 2024 and 2023, respectively. The net decrease in selling, general and administrative expenses, within our segments, consisted of the following: ● International Telecom .
Within our International Telecom segment, Mobility revenue increased by $6.1 million, or 6.0%, to $108.5 million for the year ended December 31, 2023 from $102.4 million for the year ended December 31, 2022.
Within our International Telecom segment, Mobility revenue decreased by $1.3 million, or 1.2%, to $107.2 million for the year ended December 31, 2024 from $108.5 million for the year ended December 31, 2023.
Managed Services revenue decreased by $1.3 million, or 7.3%, to $16.5 million from $17.8 million for the years ended December 31, 2023 and 2022, respectively. The net decrease, within our segments, consisted of the following: International Telecom.
Carrier Services revenue decreased by $9.6 million, or 6.7%, to $133.3 million from $142.9 million for the years ended December 31, 2024 and 2023, respectively. The decrease, within our segments, consisted of the following: ● International Telecom.
Of this increase, Mobility revenue from consumer customers and business customers increased by $1.7 million and $0.8 million, respectively. The increase in Mobility revenue, within our segments, consisted of the following: ● International Telecom .
Of this decrease, Mobility revenue from consumer customers decreased by $5.8 million while Mobility revenue from business customers increased by $3.3 million. The decrease in Mobility revenue, within our segments, consisted of the following: ● International Telecom .

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeWe 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.
Biggest changeWe sponsor pension and other post-retirement benefit plans for employees of certain subsidiaries. Net periodic pension expense is recognized in our consolidated statements of operations. We recognize a pension or other postretirement plan’s funded status as either an asset or liability in our consolidated balance sheets.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Translation and Remeasurement. We translate the assets and liabilities of our foreign subsidiaries from their respective functional currencies, primarily the Guyana Dollar, to US Dollars at the appropriate rates as of the balance sheet date.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Translation and Remeasurement. We translate the assets and liabilities of our foreign subsidiaries from their respective functional currencies, primarily the Guyana Dollar, to US Dollars at the appropriate rates as of the balance 57 Table of Contents sheet date.
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 Plans.
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 consolidated statements of operations. Employee Benefit Plans.
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, 2023, we had $180.9 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.
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, 2024, we had $484.6 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 100-basis-point change in the interest rates on our variable rate debt would result in a $1.8 million change in our annual interest expense. We may have additional exposure to fluctuations in interest rates if we again borrow amounts under our revolver loans within our credit facilities. ​ 58 Table of Contents ITEM 8.
We believe that a 100-basis-point change in the interest rates on our variable rate debt would result in a $4.8 million change in our annual interest expense. We may have additional exposure to fluctuations in interest rates if we again borrow amounts under our revolver loans within our credit facilities. ​ ITEM 8.

Other ATNI 10-K year-over-year comparisons