# ATN International, Inc. (ATNI) FY 2021 MD&A Verbatim Item 7 Management's Discussion and Analysis from ATN International, Inc.'s 10-K for fiscal year 2021. SEC filing source: https://www.sec.gov/Archives/edgar/data/879585/000155837022003733/atni-20211231x10k.htm Accession: 0001558370-22-003733 Filing date: 2022-03-16 Report date: 2021-12-31 Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high Company profile: /company/ATNI/ All MD&A years: /company/ATNI/mda/ Next year: /company/ATNI/mda/fy2022/ (FY 2022) ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview We provide critical infrastructure-based communications and related information technology solutions to remote and historically underserved markets in the United States, Bermuda, and the Caribbean. We seek to invest in our existing and new markets for long term growth led by a “fiber first” strategy that enables us to bring new or enhanced communications services to markets often overlooked by larger telecommunications providers. ​ At the holding company level, we oversee the allocation of capital within and among our subsidiaries, affiliates, new investments, and stockholders. We also have developed significant operational expertise and resources that we use to augment the capabilities of our individual operating subsidiaries in our local markets. Over the past 10 years, we have built a platform of resources and expertise to support our operating subsidiaries and to improve their quality of service with greater economies of scale and expertise than would typically be available at the operating subsidiary level. We also provide management, technical, financial, regulatory, and marketing services to our operating subsidiaries and typically receive a management fee calculated as a percentage of their revenues, which is eliminated in consolidation. We also actively evaluate potential acquisitions, 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 “fiber first” approach in markets while generating steady excess cash flows over extended periods of time. We use the cash generated from our operations to re-invest in organic growth in our existing businesses, to make strategic investments in additional businesses, and to return cash to our investors through dividends or stock repurchases. ​ 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, 2021, we offer the following types of services to our customers: ​ [[GREPCENT_TABLE]] [["","\u25cf","Mobility Telecommunications Services. We offer mobile communications services and equipment (\u201cMobility Revenue\u201d) over our wireless networks to both our business and consumer subscribers. In certain markets, mobility services also includes private network services to business customers and municipalities."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","Fixed Telecommunications Services. We provide fixed data and voice telecommunications services (\u201cFixed Revenue\u201d) to both our business and consumer subscribers in all of our markets. 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."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","Carrier Telecommunication Services. We deliver services (\u201cCarrier Services\u201d) such as wholesale roaming, the leasing of critical network infrastructure such as tower and transport facilities, site maintenance and international long-distance services to other telecommunications providers."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","Managed Services. We provide information technology services (\u201cManaged Services\u201d) such as network, application, infrastructure and hosting services to both our business and consumer customers to complement our fixed services in our existing markets."]] [[/GREPCENT_TABLE]] ​ Through December 31, 2021, we had identified three operating segments to manage and review our operations and to facilitate investor presentations of our results. These operating segments are as follows: ​ [[GREPCENT_TABLE]] [["","\u25cf","International Telecom. 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."]] [[/GREPCENT_TABLE]] 46 Table of Contents ​ [[GREPCENT_TABLE]] [["","\u25cf","US Telecom. In the United States, we offer fixed services, carrier services, and managed services to business and consumer customers in Alaska and the western United States. In the western United States, we also provide mobility services and private network services to enterprise and consumer customers."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","Renewable Energy. In India, we provided distributed generation solar power to commercial and industrial customers through January 27, 2021. See Disposition of International Solar Business for further details."]] [[/GREPCENT_TABLE]] ​ The following chart summarizes the operating activities of our principal subsidiaries, the segments in which we reported our revenue and the markets we served as of December 31, 2021: ​ [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Segment","","Services","","Markets","","Tradenames"],["International Telecom","","Mobility Services","","Bermuda, Guyana, US Virgin Islands","","One, GTT+, Viya"],["\u200b","\u200b","Fixed Services","","Bermuda, Cayman Islands, Guyana, US Virgin Islands","","One, Logic, GTT, Viya"],["\u200b","\u200b","Carrier Services","\u200b","Bermuda, Guyana, US Virgin Islands","\u200b","One, GTT+, Viya"],["\u200b","\u200b","Managed Services","\u200b","Bermuda, Cayman Islands, US Virgin Islands, Guyana","\u200b","Fireminds, One, Logic, GTT, Viya"],["US Telecom","","Mobility Services","\u200b","United States (rural markets)","\u200b","Choice, Choice NTUA Wireless, Geoverse"],["\u200b","\u200b","Fixed Services","\u200b","United States","","Alaska Communications, Commnet, Choice, Choice NTUA Wireless"],["\u200b","\u200b","Carrier Services","\u200b","United States","\u200b","Alaska Communications, Commnet, Essextel"],["\u200b","","Managed Services","","United States","","Alaska Communications, Choice"],["Renewable Energy (1)","\u200b","Solar","\u200b","India","\u200b","Vibrant Energy"]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","(1)","See Disposition of International Solar Business for further details."]] [[/GREPCENT_TABLE]] ​ Acquisition of Alaska Communications ​ On July 22, 2021, we completed the acquisition of Alaska Communications Systems Group, Inc. (“Alaska Communications”), a publicly listed company, for approximately $339.5 million in cash, net of cash acquired, (the “Alaska Transaction”). Alaska Communications provides broadband telecommunication and managed information technology services to customers in the State of Alaska and beyond using its statewide and interstate telecommunications network. ​ In conjunction with the Alaska Transaction, we entered into an agreement with affiliates and investment funds managed by Freedom 3 Capital, LLC as well as other institutional investors (collectively the “Freedom 3 Investors”). The Freedom 3 Investors contributed $71.5 million in conjunction with the Alaska Transaction (the “Freedom 3 Investment”). The Freedom 3 Investment consists of common and preferred equity instruments in our subsidiary of which holds the ownership of Alaska Communications.  We accounted for the Freedom 3 Investment as a redeemable noncontrolling interest in our consolidated financial statements and we also entered into a financing transaction drawing $220 million on a new credit facility to complete the Alaska Transaction. As a result of the Alaska Transaction, we own approximately 47 Table of Contents 52% of the common equity of Alaska Communications and control its operations and management.  Beginning on July 22, 2021, the results of Alaska Communications are included in our US Telecom segment. ​ See Liquidity and Capital Resources for a discussion regarding the credit agreement used to help finance the Alaska Transaction. ​ COVID-19 ​ We are continuing to monitor and assess the effects of the ongoing COVID-19 pandemic on our commercial operations, the safety of our employees and their families, our sales force and customers. ​ The preparation of the condensed consolidated financial statements requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate estimates, judgments and methodologies. We assessed certain accounting matters and estimates that generally require consideration of forecasted financial information in context with the information and estimates reasonably available to us and the unknown future impacts of COVID-19 as of December 31, 2021 and through the date of this report. The accounting matters assessed included, but were not limited to, the allowance for credit losses, the carrying value of goodwill and other long-lived assets, financial assets, valuation allowances for tax assets and revenue recognition. ​ Our assessment of the impact of COVID-19 on our operations did not indicate that there was a material adverse impact to our consolidated financial statements as of and for the year ended December 31, 2021. However, future assessments of the impacts of COVID-19, as well as other factors, including the possible reinstatement of certain COVID-19 travel-related and stay-at-home restrictions, could result in material adverse impacts to our consolidated financial statements in future reporting periods. For example, we may experience difficulty in procuring network or retail equipment, such as handsets for subscribers, as a result of COVID-19 restrictions. Apart from possible government issued travel restrictions, we currently cannot assess how COVID-19 may influence subscribers’ procurement behavior for services or how that behavior will impact revenues in the foreseeable future. ​ Disposition of International Solar Business ​ In January 2021, we completed the sale of 67% of the outstanding equity in our business that owns and operates distributed generation solar power projects operated under the Vibrant name in India (the “Vibrant Transaction”).  The post-sale results of our ownership interest in Vibrant, representing 33% of Vibrant’s profits and losses, will be recorded through the equity method of accounting within the Corporate and Other operating segment.  We will continue to present the historical results of our Renewable Energy segment for comparative purposes. ​ The operations of Vibrant did not qualify as discontinued operations because the disposition did not represent a strategic shift that had a major effect on our operations and financial results. ​ FirstNet Agreement ​ In July 2019, we entered into a Network Build and Maintenance Agreement with AT&T Mobility, LLC (“AT&T”) that we amended in August 2020 and May 2021 (the “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. Pursuant to the FirstNet Agreement and subject to certain limitations contained therein, all cell sites must be completed and accepted within a specified period of time.  Since inception of the project through December 31, 2021, we have recorded $46.8 million in construction revenue and expect to record an additional $33.0 million to $38.0 million in 2022 as sites are completed.  In 2022, we also expect to record additional costs of construction revenue, as sites are completed, that will approximate that revenue.  Revenues from construction are expected to have minimal impact on operating income. The network build portion of the FirstNet Agreement has continued during the COVID-19 pandemic but the overall timing of the build schedule has been delayed.   ​ 48 Table of Contents Following acceptance of a cell site, AT&T will own the cell site and we will assign to AT&T any third-party tower lease applicable to such cell site.  If the cell site is located on a communications tower we own, AT&T will pay us pursuant to a separate lease agreement for an initial term of eight years. In addition to building the network, we will provide ongoing equipment and site maintenance and high-capacity transport to and from these cell sites for an initial term ending in 2029.  ​ AT&T will continue to use our wholesale domestic mobility network for roaming services at a fixed rate per site during the construction period until such time as the cell site is transferred to AT&T.  Thereafter, revenue from the maintenance, leasing and transport services provided to AT&T is expected to generally offset revenue from wholesale mobility roaming services.  We are currently receiving revenue from the FirstNet Transaction and expect overall operating income contributions from the FirstNet Transaction to have a relatively steady impact going forward.   ​ See Liquidity and Capital Resources- Material Cash Obligations and Sources below for a discussion regarding our March 26, 2020 credit agreement providing the ability to finance the assets built and our future cash commitments under the FirstNet Agreement. ​ Universal Service Fund and Connect America Fund Phase II Programs ​ We recognize revenue from several government funded programs including the USF, a subsidy program managed by the Federal Communications Commission (“FCC”), and the Alaska Universal Service Fund (“AUSF”), a similar program managed by the Regulatory Commission of Alaska (the “RCA”). USF funds are disbursed to telecommunication providers through four programs: the High Cost Program; the Low Income Program (“Lifeline Program”); the Schools and Libraries Program (“E-Rate Program”); and the Rural Health Care Support Program.   ​ We also recognize revenue from the Connect America Fund Phase II program (“CAF II”) which offers subsidies to carriers to expand broadband coverage in designated areas. Under CAF II, our US Telecom segment will receive an aggregate of $27.7 million annually through December 2025 and an aggregate of $8.0 million annually from January 2026 through July 2028. ​ Both the USF and CAFII programs are subject to certain operational and reporting compliance requirements. We believe we are in compliance with these requirements as of December 31, 2021. ​ In 2018, the FCC initiated a proceeding to replace the High Cost Program support received by Viya in the US Virgin Islands with a new Connect USVI Fund. On November 16, 2020, the FCC announced that Viya was not the recipient of the Connect USVI Fund award and authorized funding to be issued to the new awardee in June 2021. Pursuant to the terms of the program and effective in July 2021, Viya’s annual USF support was reduced from $16.4 million to $10.9 million. In July 2022, this support will be reduced again to $5.5 million for the annual period through June 2023. Thereafter, Viya will not receive High Cost Program support.   ​ See Liquidity and Capital Resources- Material Cash Obligations and Sources below for a discussion of our future cash commitments related to the Connect America Fund Phase II Program. ​ RDOF (“Rural Digital Opportunities Fund”) ​ We expect to receive approximately $20.1 million over 10 years to provide broadband and voice coverage to over 10,000 households in the United States (not including Alaska) under the 2020 Rural Digital Opportunity Fund Phase I Auction (“RDOF”). ​ See Liquidity and Capital Resources- Material Cash Obligations and Sources below for a discussion of our future cash commitments related to the RDOF program. ​ ​ 49 Table of Contents 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. As of December 31, 2020, we had been awarded approximately $16.8 million of such grants. We were awarded $11.1 million of additional grants during the year ended December 31, 2021. Of this $27.9 million of awards, we have completed our construction obligations on $15.0 million of these projects and $12.9 million of such construction obligations remain with completion deadlines beginning in July 2022. Once these projects are constructed, we are obligated to provide service to the participants. We expect to meet all requirements associated with these grants. ​ See Liquidity and Capital Resources- Material Cash Obligations and Sources below for a discussion of our future cash commitments related to construction grants. ​ CARES Act ​ As of December 31, 2020, we received $16.3 million of funding under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) to construct network infrastructure within our US Telecom segment. During the year ended December 31, 2021, we received an additional $2.4 million of funding for the same purpose.  The construction was completed as of December 31, 2021 and $18.4 million of the funding was recorded as a reduction to property, plant and equipment with a subsequent reduction to depreciation expense.  The remaining $0.3 million was recorded as a reduction to operating expense during the year ended December 31, 2021. ​ CBRS Auction ​ During the third quarter of 2020, we participated in the FCC’s Citizens Broadband Radio Service (CBRS) auction for Priority Access Licenses (PALs) in the 3.5 GHz spectrum band. These PALs are licensed on a county-by-county basis and are awarded for a 10-year renewable term. We were a winning bidder for PALs located strategically throughout the United States at a total cost of approximately $20.4 million. In connection with the awarded licenses, we will have to achieve certain CBRS spectrum build out obligations. We currently expect to comply with all applicable requirements related to these licenses. ​ See Liquidity and Capital Resources below for a discussion of our future cash commitments related to the CBRS Auction. ​ Presentation of Revenue ​ Effective January 1, 2020, we changed our presentation of revenue in the Consolidated Income Statements and in the Selected Segment Financial Information tables.  This change was intended to better align our financial performance with the views of management and industry competitors, and to facilitate a more constructive dialogue with the investment community. ​ Specifically, the previously disclosed revenue categories of wireless and wireline revenue are being represented as Mobility, Fixed and Carrier Services revenue within our segment information and are included within communications services revenue within our Income Statements.  Managed Services revenue, which was previously a component of wireline revenue, is now included in other revenue along with revenue from our Renewable Energy operations.  Effective July 1, 2021, we further categorized Mobility Revenue and Fixed Revenue as either “consumer” or “business” based upon the characteristics of our subscribers.  Effective October 1, 2021, our income statement separately reflects Construction Revenue which was previously a component of Other revenue. ​ ​ 50 Table of Contents Selected Segment Financial Information ​ The following represents selected segment information for the years ended December 31, 2021 and 2020 (in thousands): [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["For the Year Ended December 31, 2021"],["\u200b","","\u200b","\u200b","","\u200b","","\u200b","\u200b","","\u200b","\u200b","","\u200b","\u200b"],["\u200b","\u200b","International","\u200b","US","\u200b","Renewable","\u200b","Corporate and","\u200b","\u200b","\u200b"],["\u200b","\u200b","Telecom","\u200b","Telecom","\u200b","Energy","\u200b","Other (1)","\u200b","Consolidated"],["Revenue","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Communication Services","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Mobility - Business","\u200b","$","6,983","\u200b","$","1,402","\u200b","$","\u2014","\u200b","$","\u2014","\u200b","$","8,385"],["Mobility - Consumer","\u200b","\u200b","86,384","\u200b","\u200b","7,532","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","93,916"],["Total Mobility","\u200b","\u200b","93,367","\u200b","\u200b","8,934","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","102,301"],["Fixed - Business","\u200b","\u200b","67,458","\u200b","\u200b","53,283","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","120,741"],["Fixed - Consumer","\u200b","\u200b","166,005","\u200b","\u200b","41,897","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","207,902"],["Total Fixed","\u200b","","233,463","\u200b","","95,180","\u200b","","\u2014","\u200b","","\u2014","\u200b","","328,643"],["Carrier Services","\u200b","\u200b","9,937","\u200b","\u200b","107,793","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","117,730"],["Other","\u200b","","946","\u200b","","\u2014","\u200b","","\u2014","\u200b","","\u2014","\u200b","","946"],["Total Communication Services Revenue","\u200b","\u200b","337,713","\u200b","\u200b","211,907","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","549,620"],["Construction","\u200b","\u200b","\u2014","\u200b","\u200b","35,889","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","35,889"],["Other","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Renewable Energy","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","417","\u200b","\u200b","\u2014","\u200b","\u200b","417"],["Managed Services","\u200b","\u200b","5,146","\u200b","\u200b","11,635","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","16,781"],["Total Other Revenue","\u200b","\u200b","5,146","\u200b","\u200b","11,635","\u200b","\u200b","417","\u200b","\u200b","\u2014","\u200b","\u200b","17,198"],["Total Revenue","\u200b","\u200b","342,859","\u200b","\u200b","259,431","\u200b","\u200b","417","\u200b","\u200b","\u2014","\u200b","\u200b","602,707"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Operating income (loss)","\u200b","","33,899","\u200b","","(14,016)","\u200b","","(2,459)","\u200b","","(32,450)","\u200b","","(15,026)"]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["For the Year Ended December 31, 2020"],["\u200b","","\u200b","\u200b","","\u200b","","\u200b","\u200b","","\u200b","\u200b","","\u200b","\u200b"],["\u200b","\u200b","International","\u200b","US","\u200b","Renewable","\u200b","Corporate and","\u200b","\u200b","\u200b"],["\u200b","\u200b","Telecom","\u200b","Telecom","\u200b","Energy","\u200b","Other (1)","\u200b","Consolidated"],["Revenue","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Communication Services","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Mobility - Business","\u200b","$","4,319","\u200b","$","404","\u200b","$","\u2014","\u200b","$","\u2014","\u200b","$","4,723"],["Mobility - Consumer","\u200b","\u200b","78,817","\u200b","\u200b","9,222","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","88,039"],["Total Mobility","\u200b","\u200b","83,136","\u200b","\u200b","9,626","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","92,762"],["Fixed - Business","\u200b","\u200b","67,776","\u200b","\u200b","10,237","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","78,013"],["Fixed - Consumer","\u200b","\u200b","162,599","\u200b","\u200b","12,032","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","174,631"],["Total Fixed","\u200b","","230,375","\u200b","","22,269","\u200b","","\u2014","\u200b","","\u2014","\u200b","","252,644"],["Carrier Services","\u200b","\u200b","7,120","\u200b","\u200b","79,448","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","86,568"],["Other","\u200b","","1,535","\u200b","","\u2014","\u200b","","\u2014","\u200b","","\u2014","\u200b","","1,535"],["Total Communication Services Revenue","\u200b","\u200b","322,166","\u200b","\u200b","111,343","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","433,509"],["Construction","\u200b","\u200b","\u2014","\u200b","\u200b","10,913","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","10,913"],["Other","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Renewable Energy","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","4,555","\u200b","\u200b","\u2014","\u200b","\u200b","4,555"],["Managed Services","\u200b","\u200b","6,467","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","6,467"],["Total Other Revenue","\u200b","\u200b","6,467","\u200b","\u200b","\u2014","\u200b","\u200b","4,555","\u200b","\u200b","\u2014","\u200b","\u200b","11,022"],["Total Revenue","\u200b","\u200b","328,633","\u200b","\u200b","122,256","\u200b","\u200b","4,555","\u200b","\u200b","\u2014","\u200b","\u200b","455,444"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Operating income (loss)","\u200b","","58,924","\u200b","\u200b","7,971","\u200b","\u200b","(23,749)","\u200b","\u200b","(33,966)","\u200b","\u200b","9,180"]] [[/GREPCENT_TABLE]] 51 Table of Contents ​ [[GREPCENT_TABLE]] [["","(1)","Reconciling items refer to corporate overhead costs and consolidating adjustments."]] [[/GREPCENT_TABLE]] ​ A comparison of our segment results for the years ended December 31, 2021 and 2020 is as follows: ​ International Telecom.  Revenues within our International Telecom segment increased $14.3 million, or 4.4%, to $342.9 million from $328.6 million for the years ended December 31, 2021 and 2020, respectively, as a result of an increase in fixed and mobility subscribers within many of our international markets. In addition, certain international markets recognized an increase in Carrier Services Revenue as a result of increased tourism as certain COVID-19 related travel and stay-at-home restrictions were lifted during the year ended December 31, 2021. These increases however, were partially offset by a $2.7 million reduction in federal support revenues in the US Virgin Islands. ​ Operating expenses within our International Telecom segment increased by $39.3 million, or 14.6%, to $309.0 million from $269.7 million for the years ended December 31, 2021 and 2020, respectively. The increase was primarily the result of an impairment of goodwill of $20.6 million associated with our US Virgin Island operations, an increase in direct costs incurred in connection with the increase in this segment’s revenue, increased legal and regulatory costs in Guyana and certain costs being incurred during the year ended December 31, 2021 that were not incurred during the year ended December 31, 2020 as a result of the impact of COVID-19 restrictions. ​ As a result, our International Telecom segment’s operating income decreased $25.0 million, or 42.4%, to $33.9 million from $58.9 million for the years ended December 31, 2021 and 2020, respectively. ​ US Telecom.  Revenue within our US Telecom segment increased by $137.1 million, or 112.1%, to $259.4 million from $122.3 million for the years ended December 31, 2021 and 2020, respectively, primarily as a result of $110.5 million associated with the Alaska Transaction and an increase in construction revenue related to the FirstNet Transaction of $25.0 million. ​ Operating expenses within our US Telecom segment increased $159.1 million to $273.4 million from $114.3 million for the years ended December 31, 2021 and 2020, respectively, as a result of $121.4 million being incurred in relation to the Alaska Transaction, an increase in FirstNet construction costs of $25.4 million, a $7.1 million increase in costs associated with our private network business and increases in other expenses being incurred in connection with both the FirstNet Transaction and the CARES Act-funded build-out of rural broadband operations. In addition, certain costs were incurred during the year ended December 31, 2021 that were not incurred during the year ended December 31, 2020 as a result of the impact of COVID-19 restrictions. ​ As a result of the above, our US Telecom segment’s operating income decreased by $22.0 million to a loss of $14.0 million from income of $8.0 million for the years ended December 31, 2021 and 2020, respectively. ​ Renewable Energy.  Until the completion of the Vibrant Transaction on January 27, 2021, we distributed generation solar power to commercial and industrial customers under the Vibrant name in India. Accordingly, we did not generate revenue or incur operating expenses within our Renewable Energy segment subsequent to that date. For the year ended December 31, 2020, we generated revenue, incurred operating expenses and reported an operating loss of $4.6 million, $28.3 million and $23.7 million, respectively. ​ A discussion regarding our results of operations for the fiscal year ended December 31, 2020 compared to 2019 can be found under Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 1, 2021, which is available on the SEC’s website at www.sec.gov and our Investor Relations website at https://.ir.atni.com under the “Financials & Filings” section. 52 Table of Contents The following represents a year over year discussion and analysis of our results of operations for the years ended December 31, 2021 and 2020 (in thousands): [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year Ended","\u200b","Amount of","\u200b","Percent"],["\u200b","\u200b","December 31,","\u200b","Increase","\u200b","Increase"],["\u200b","\u200b","2021","\u200b","2020","\u200b","(Decrease)","\u200b","(Decrease)"],["\u200b","","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["REVENUE:","\u200b","\u200b","","","\u200b","","","\u200b","","","","\u200b"],["Communication services","\u200b","$","549,620","\u200b","$","433,509","\u200b","$","116,111","","26.8","%"],["Construction","\u200b","\u200b","35,889","\u200b","\u200b","10,913","\u200b","\u200b","24,976","","228.9","\u200b"],["Other","\u200b","","17,198","\u200b","","11,022","\u200b","","6,176","","56.0","\u200b"],["Total revenue","\u200b","\u200b","602,707","\u200b","\u200b","455,444","\u200b","\u200b","147,263","","32.3","\u200b"],["OPERATING EXPENSES (excluding depreciation and amortization unless otherwise indicated):","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Cost of communication services and other","\u200b","\u200b","249,322","\u200b","\u200b","185,113","\u200b","\u200b","64,209","","34.7","\u200b"],["Cost of construction revenue","\u200b","\u200b","36,055","\u200b","\u200b","10,616","\u200b","\u200b","25,439","\u200b","239.6","\u200b"],["Selling, general and administrative","\u200b","\u200b","188,283","\u200b","\u200b","139,011","\u200b","\u200b","49,272","","35.4","\u200b"],["Transaction-related charges","\u200b","\u200b","10,221","\u200b","\u200b","1,641","\u200b","\u200b","8,580","","522.9","\u200b"],["Depreciation and amortization","\u200b","\u200b","102,731","\u200b","\u200b","86,504","\u200b","\u200b","16,227","","18.8","\u200b"],["Amortization of intangibles from acquisitions","\u200b","\u200b","7,775","\u200b","\u200b","1,807","\u200b","\u200b","5,968","","330.3","\u200b"],["Goodwill impairment","\u200b","\u200b","20,587","\u200b","\u200b","\u2014","\u200b","\u200b","20,587","","100.0","\u200b"],["Loss on disposition of long-lived assets","\u200b","\u200b","2,759","\u200b","\u200b","21,572","\u200b","\u200b","(18,813)","","(87.2)","\u200b"],["Total operating expenses","\u200b","\u200b","617,733","\u200b","\u200b","446,264","\u200b","\u200b","171,469","","38.4","\u200b"],["Income (loss) from operations","\u200b","\u200b","(15,026)","\u200b","\u200b","9,180","\u200b","\u200b","(24,206)","","(263.7)","\u200b"],["OTHER INCOME (EXPENSE):","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Interest income","\u200b","\u200b","132","\u200b","\u200b","421","\u200b","\u200b","(289)","","(68.6)","\u200b"],["Interest expense","\u200b","\u200b","(9,614)","\u200b","\u200b","(5,347)","\u200b","\u200b","(4,267)","","79.8","\u200b"],["Other income (expense)","\u200b","\u200b","1,821","\u200b","\u200b","(4,161)","\u200b","\u200b","5,982","","(143.8)","\u200b"],["Other income (expense), net","\u200b","\u200b","(7,661)","\u200b","\u200b","(9,087)","\u200b","\u200b","1,426","","(15.7)","\u200b"],["INCOME (LOSS) BEFORE INCOME TAXES","\u200b","","(22,687)","\u200b","","93","\u200b","","(22,780)","","n/m","\u200b"],["Income tax provision (benefit)","\u200b","","(1,878)","\u200b","","801","\u200b","","(2,679)","","(334.5)","\u200b"],["NET LOSS","\u200b","","(20,809)","\u200b","","(708)","\u200b","","(20,101)","","n/m","\u200b"],["Net income attributable to noncontrolling interests, net of tax:","\u200b","","(1,299)","\u200b","","(13,414)","\u200b","","12,115","","(90.3)","\u200b"],["NET LOSS ATTRIBUTABLE TO ATN INTERNATIONAL, INC. STOCKHOLDERS","\u200b","$","(22,108)","\u200b","$","(14,122)","\u200b","$","(7,986)","","56.6","%"]] [[/GREPCENT_TABLE]] ​ ​ n/m = not meaningful ​ Communications services revenue ​ Mobility Revenue. 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. Mobility Revenue increased by $9.5 million, or 10.2%, to $102.3 million for the year ended December 31, 2021 from $92.8 million for the year ended December 31, 2020. Of this increase, $3.6 million related to an increase in revenue from business customers while the remaining increase of $5.9 million pertained to an increase in revenue from consumers. The increase in Mobility Revenue, within our segments, consisted of the following: ​ [[GREPCENT_TABLE]] [["","\u25cf","International Telecom. Within our International Telecom segment, Mobility Revenue increased by $10.3 million, or 12.4%, to $93.4 million for the year ended December 31, 2021 from $83.1 million for the year ended December 31, 2020. Of this increase, which was incurred within all of our markets, $2.7 million related to an increase in revenue from business customers while the remaining increase of $7.6 million pertained to an increase in revenue from consumers. Such increases were the result of improved retail and marketing strategies"]] [[/GREPCENT_TABLE]] 53 Table of Contents [[GREPCENT_TABLE]] [["","","which resulted in an increase in subscribers and the results of our recently acquired handset repair business. In addition, the year ended December 31, 2020 was negatively affected by the impact that COVID-19 related travel and stay-at-home restrictions had during that year."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","US Telecom. Mobility Revenue within our US Telecom segment decreased by $0.7 million, or 7.3%, to $8.9 million from $9.6 million for the year ended December 31, 2021 and 2020, respectively. Of this decrease, $1.7 million related to a decrease in revenue from consumers within our retail operations due to a decrease in subscribers. However, such decrease was partially offset by an increase in revenue from our private networks customers of $1.0 million."]] [[/GREPCENT_TABLE]] ​ We expect that Mobility Revenue within both our US Telecom and International Telecom segments may increase in 2022 as a result of an increase in subscribers if certain COVID-19 travel related restrictions continue to be lifted. However, such growth in both segments may be partially offset due to increased competition, and if COVID-19 related travel restrictions are reinstated so as to result in significant business interruptions and retail store closures. ​ Apart from possible government issued travel restrictions, we currently cannot assess how the impact of COVID-19 may influence our subscribers’ procurement behavior for our services or how that behavior will affect our Mobility revenues in the foreseeable future. ​ Fixed Revenue. Fixed Revenue is primarily generated by broadband, voice, and video service revenues provided to retail and business customers over our wireline networks. Fixed Revenue within our US Telecom segment also includes revenue from the Connect America Fund Phase II program awards in the Western US and Alaska, as well as revenue from the Alaska Universal Service Fund. Within our International Telecom segment, Fixed Revenue also includes funding under the FCC’s High Cost Program in the US Virgin Islands. Fixed Revenue increased by $76.0 million, or 30.1%, to $328.6 million from $252.6 million for the years ended December 31, 2021 and 2020, respectively. Of this increase, $42.7 million relates to revenue from business customers while the remaining increase of $33.3 million pertains to consumers. The increase in Fixed Revenue, within our segments, consisted of the following: ​ [[GREPCENT_TABLE]] [["","\u25cf","International Telecom. Within our International Telecom segment, Fixed Revenue increased by $3.1 million, or 1.3%, to $233.5 million from $230.4 million for the years ended December 31, 2021 and 2020, respectively, primarily as a result of an increase in fixed broadband services in order to enable remote working during the COVID-19 pandemic. This increase was partially offset by a decrease in revenue from certain enterprise customers, such as hotels, which were impacted by the effects of COVID-19 related travel and stay-at-home restrictions, a decrease in revenue from video services as a result of a decline in those subscribers and a $2.7 million reduction in revenue from the FCC\u2019s High Cost Program."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","US Telecom. Fixed Revenue within our US Telecom segment increased by $72.9 million, to $95.2 million from $22.3 million for the years ended December 31, 2021 and 2020, respectively. This increase was related to the Alaska Transaction, which generated $70.5 million of Fixed Revenue during the year ended December 31, 2021 and a $2.4 million increase, within the western US, related to an increase in usage for both business and consumer subscribers to support remote working and better connectivity during the COVID-19 pandemic."]] [[/GREPCENT_TABLE]] ​ Fixed revenue within our International Telecom segment may decrease as a result of the loss of USF funding in the US Virgin Islands, a decrease in demand for our video services due to subscribers using alternative methods to receive video content, and if COVID-19 travel related restrictions are reinstated in some of our international markets. Such decreases, however, may be partially offset as a result of an increase in broadband subscribers as workers continue to shift to remote working, subscribers adopt higher bandwidth offerings at higher price points, and in connection with certain new contracts with oil and gas providers in Guyana. ​ Within our US Telecom segment, Fixed Revenue is expected to increase both as a result of the impact of a full year of results from our Alaska operations, and as both our Alaska operations and our Commnet operations further deploy broadband access to both consumers and businesses. ​ 54 Table of Contents Apart from possible government issued travel restrictions, we currently cannot assess how the impact of any COVID-19 restrictions may influence our subscribers’ procurement behavior for our services or how that behavior will affect our Fixed Revenue in the foreseeable future. ​ Carrier Services Revenue. Carrier Services Revenue is generated by both our International Telecom and US Telecom segments. Within our International Telecom segment, Carrier Services Revenue includes international long-distance services, roaming revenues generated by other carriers’ customers roaming into our retail markets, transport services and access services provided to other telecommunications carriers. Within our US Telecom segment, Carrier Services Revenue includes services provided under the FirstNet Transaction, wholesale roaming revenues, the provision of network switching services, tower lease revenue and other services provided to other carriers. Carrier Services Revenue increased by $31.1 million, or 35.9%, to $117.7 million from $86.6 million for the years ended December 31, 2021 and 2020, respectively. The increase, within our segments, consisted of the following: ​ [[GREPCENT_TABLE]] [["","\u25cf","International Telecom. Within our International Telecom segment, Carrier Services Revenue increased by $2.8 million, or 39.4%, to $9.9 million from $7.1 million for the years ended December 31, 2021 and 2020, respectively, as a result of increased roaming revenues due to increased tourism within most of our International Telecom markets. \u200b"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","US Telecom. Carrier Services Revenue within our US Telecom segment increased by $28.4 million, or 35.8%, to $107.8 million from $79.4 million, for the years ended December 31, 2021 and 2020, respectively, primarily as a result of the Alaska Transaction, which generated $28.4 million of Carrier Services Revenue during 2021 partially offset by the 2020 restructuring of certain carrier contracts."]] [[/GREPCENT_TABLE]] ​ Within our International Telecom segment, Carrier Services Revenue may continue to increase if tourism continues to return to pre-pandemic levels. Apart from possible government issued travel restrictions, we currently cannot assess how the impact of COVID-19 may influence our subscribers’ procurement behavior for our services or how that behavior will affect our revenues in the foreseeable future. Also within our International Telecom segment, we expect that Carrier Services Revenue from our international long-distance business in Guyana will continue to decrease in 2022 as consumers seek to use alternative technology services to place long-distance calls. In addition, such revenue may decline as the result of the implementation, by the Government of Guyana, of passed legislation which terminates our right to be the exclusive provider of domestic Fixed and international long-distance service in Guyana. While the loss of our exclusive rights may cause an immediate reduction in our Carrier Services Revenue, the complete impact of the new legislation to our operations will not be fully known until the Government of Guyana makes the terms and conditions of licenses issued to two of our competitors available to us. Over the longer term, such declines in Carrier Services Revenue may be offset by increased Fixed Revenue from broadband services to consumers and enterprises in Guyana, increased Mobility Communications Revenue from an increase in regulated local calling rates in Guyana or possible economic growth within that country. See Note 13 to the Unaudited Condensed Consolidated Financial Statements included in this Report. ​ Within our US Telecom segment, we expect Carrier Services Revenue to increase in 2022 as a result of the impact of a full year of results from our Alaska operations. These increases, however, may be offset by a decrease during the construction phase of the FirstNet Transaction, as we approach completion of the construction phase, and from the impact of continued reduced contractual wholesale roaming rates and imposed revenue caps with our Carrier customers. We believe that maintaining roaming favorable to our carrier customers allows us to preserve revenue for a longer period of time while creating the potential for long-lived shared infrastructure solutions for carriers in areas they may consider to be non-strategic.  ​ The most significant competitive factor we face within our US Telecom segment is the extent to which our carrier customers in our wholesale Mobility business choose to roam on our networks and lease our tower space and transport services or elect to build or acquire their own infrastructure in a market, reducing or eliminating their need for our services in those markets. We also face competition from other providers of such shared infrastructure solutions. In the past, we have entered into buildout projects with existing carrier customers to help these customers accelerate the buildout of a given area in exchange for the carrier’s agreement to lease us spectrum in that area and enter into a contract with specific pricing and terms. Historically, these arrangements have differed from our FirstNet Transaction and have 55 Table of Contents typically included a purchase right in favor of the carrier to purchase that portion of the network for a predetermined price, depending on when the right to purchase is exercised. ​ Other Communications Services Revenue. Other Communications Services Revenue includes miscellaneous services that the operations within our International Telecom segment provide to retail subscribers. Other Communications Services Revenue decreased to $0.9 million from $1.5 million for the years ended December 31, 2021 and 2020, respectively. ​ Construction Revenue ​ Construction Revenue represents revenue generated within our US Telecom segment for the construction of network cell sites related to the FirstNet Agreement. During the years ended December 31, 2021 and 2020, we recognized $35.9 million and $10.9 million of Construction Revenue, respectively, as a result of the increase in the number of sites completed during 2021 as compared to 2020. As of December 31, 2021, 60% of the cell sites related to the FirstNet Agreement were completed and we expect another 30% of the total build to be completed during 2022 with the remainder to be completed in early 2023. ​ Other Revenue ​ Renewable Energy Revenue. Until the completion of the Vibrant Transaction on January 27, 2021, we distributed generation solar power to commercial and industrial customers under the Vibrant name in India. Accordingly, we did not generate revenue within our Renewable Energy segment subsequent to that date. For the years ended December 31, 2021 and 2020, our renewable energy operations generated $0.4 million and $4.6 million of revenue, respectively. ​ Managed Services Revenue. Managed Services Revenue is generated within both our International and US Telecom segments and includes network, application, infrastructure, and hosting services. ​ Managed Services Revenue increased by $10.3 million to $16.8 million from $6.5 million for the years ended December 31, 2021 and 2020, respectively, primarily as a result of the Alaska Transaction which generated $11.6 million of Managed Services Revenue during 2021. This increase was partially offset by a $1.3 million reduction in our other managed services businesses primarily as a result of the impact of COVID-19 which resulted in a decrease in equipment sales and consulting services. ​ We expect that Managed Services Revenue will increase in 2022 as a result of a full year of results from our Alaska operations in our US Telecom segment, and may increase in our International Segment as a result of our continued effort to sell certain Managed Services solutions to both our consumer and business customers in our international markets. ​ Operating expenses ​ Cost of communication services and other. 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 also include expenses associated with developing, operating, upgrading and supporting our telecommunications networks, including the salaries and benefits paid to employees directly involved in the development and operation of those businesses, as well as bad debt reserves and the cost of handsets and customer resale equipment incurred by our retail businesses. ​ Cost of communication services and other increased by $­­­­64.2 million, or 34.7%, to $­­­249.3 million from $185.1 million for the years ended December 31, 2021 and 2020, respectively. The net increase in cost of communication services and other, within our segments, consisted of the following: ​ 56 Table of Contents [[GREPCENT_TABLE]] [["","\u25cf","International Telecom. Within our International Telecom segment, cost of communication services and other increased by $7.0 million, or \u00ad\u00ad\u00ad5.4%, to $\u00ad\u00ad\u00ad\u00ad136.8 million from $129.8 million, for the years ended December 31, 2021 and 2020, respectively. This increase was primarily related to the increase in the demand for our products as well as expenses, such as facility and utility costs, incurred during the year ended December 31, 2021 that were reduced during the year ended December 31, 2020 as a result of the impact of COVID-19."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","US Telecom. Cost of communication services and other within our US Telecom segment increased by $\u00ad\u00ad\u00ad\u00ad57.9 million, or 105.7 %, to $112.7 million from $54.8 million for the years ended December 31, 2021 and 2020, respectively, as a result of the Alaska Transaction which incurred $50.0 million of these costs during 2021 and an increase in data transport costs in connection with the FirstNet Transaction partially offset by decreases in our wholesale long-distance voice services businesses."]] [[/GREPCENT_TABLE]] ​ We expect that cost of communication services and other may increase in 2022 within both our International and US Telecom segments due to an expected increase in roaming and other termination costs if COVID-19 related travel restrictions continue to be lifted. Within the US Telecom segment, we expect an increase in 2022 in cost of communication services and other due to the impact of a full year of results for our operations in Alaska, expenses associated with our recent funding award under the CARES Act and anticipated expenses in connection with our performance under the construction phase of our FirstNet Transaction which is expected to be completed during 2022. In addition we expect cost of services may increase as a result of continued inflationary pressure due to the pandemic, to issues facing the global supply chain, and geopolitical uncertainty. ​ 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 and was $36.1 million and $10.6 million during the years ended December 31, 2021 and 2020, respectively, as a result of an increase in the number of sites completed during 2021 as compared to 2020. As of December 31, 2021, 60% of the cell sites related to the FirstNet Agreement were completed and we expect another 30% of the total build to be completed during 2022 with the remainder to be completed in early 2023. ​ 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 also include salaries, benefits and related costs for general corporate functions including executive management, finance and administration, legal and regulatory, facilities, information technology and human resources as well as internal costs associated with our performance of due-diligence and integration related costs associated with acquisition activities. ​ Selling, general and administrative expenses increased by $49.3 million, or 35.5%, to $­­­188.3 million from $139.0 million for the years ended December 31, 2021 and 2020, respectively. The net increase in selling, general and administrative expenses, within our segments, consisted of the following: ​ [[GREPCENT_TABLE]] [["","\u25cf","International Telecom. Within our International Telecom segment, our selling, general and administrative expenses increased by $\u00ad\u00ad\u00ad\u00ad12.2 million, or \u00ad14.6%, to $\u00ad\u00ad\u00ad95.9 million from $83.7 million for the years ended December 31, 2021 and 2020, respectively. This increase was incurred within certain international markets primarily as a result of an increase in legal and regulatory related fees as well as expenses incurred during the year ended December 31, 2021 that were reduced during the year ended December 31, 2020 as a result of the impact of COVID-19. \u200b"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","US Telecom. Selling, general and administrative expenses increased within our US Telecom segment by $\u00ad\u00ad\u00ad\u00ad37.3 million to $62.8 million from $\u00ad25.5 million, for the years ended December 31, 2021 and 2020, respectively, primarily as a result of the Alaska Transaction, which generated $31.0 million of these costs during 2021 and increased spending within our private network business and our mobility retail operations. \u200b"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","Renewable Energy. Selling, general and administrative expenses within our Renewable Energy segment decreased $\u00ad\u00ad\u00ad\u00ad3.0 million to $0.6 million from $3.6 million for the years ended December 31, 2021 and 2020, respectively, as a result of the Vibrant Transaction."]] [[/GREPCENT_TABLE]] 57 Table of Contents ​ [[GREPCENT_TABLE]] [["","\u25cf","Corporate Overhead. Selling, general and administrative expenses within our corporate overhead increased by $2.8 million, or 10.7%, to $29.0 million from $26.2 million, for the years ended December 31, 2021 and 2020, respectively, primarily related to legal expenses, network security and integration costs associated with the completion of the Alaska Transaction that were incurred during 2021."]] [[/GREPCENT_TABLE]] ​ Within both our International and US Telecom segments, we expect that selling, general and administrative expenses may increase in 2022 if COVID-19 related travel restrictions continue to be lifted. Within the US Telecom segment, we expect an increase in 2022 in selling, general and administrative costs due to the impact of a full year of results for our operations in Alaska. We also expect an increase in 2022 in these costs as a result of expected costs associated with our recent funding award under the CARES Act and the impact of our performance during the construction phase of the FirstNet Transaction which is expected to be completed during 2022. Our Corporate Overhead segment may also experience an increase in these expenses to support our expanding operations. In addition we expect our selling, general, and administrative expenses may increase as a result of continued inflationary pressure due to the pandemic and issues facing the global supply chain, as well as geopolitical uncertainty. ​ Transaction-related charges.  Transaction-related charges include the external costs, such as legal, tax, accounting and consulting fees directly associated with acquisition and disposition-related activities, which are expensed as incurred. Transaction-related charges do not include internal costs, such as employee salary and travel-related expenses, incurred in connection with acquisitions or dispositions or any integration-related costs. ​ We incurred $10.2 million and $1.6 million of transaction-related charges during the years ended December 31, 2021 and 2020, respectively. Transaction-related charges incurred during both 2021 and 2020 were primarily related to the Alaska Transaction while 2020 also included charges related to the Vibrant Transaction. ​  Depreciation and amortization expenses.  Depreciation and amortization expenses represent the depreciation and amortization charges we record on our property and equipment and on certain intangible assets. ​ Depreciation and amortization expenses increased by $16.2 million, or 18.7%, to $102.7 million from $86.5 million for the years ended December 31, 2021 and 2020, respectively.  The net increase in depreciation and amortization expenses, within our segments, consisted primarily of the following: ​ [[GREPCENT_TABLE]] [["","\u25cf","International Telecom. Depreciation and amortization expenses decreased within our International Telecom segment by $0.7 million, or 1.3%, to $53.9 million from $54.6 million, for the years ended December 31, 2021 and 2020, respectively. This decrease was a result of certain assets becoming fully depreciated in recent periods partially offset by recent upgrades and expansions to this segment\u2019s network."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","US Telecom. Depreciation and amortization expenses increased within our US Telecom segment by $20.2 million, or 86.3%, to $43.6 million from $23.4 million, for the years ended December 31, 2021 and 2020, respectively, primarily as a result of the Alaska Transaction and recent capital expenditures within our US mobility and private network businesses. \u200b"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","Renewable Energy. Depreciation and amortization expenses within our Renewable Energy segment decreased to $0.2 million from $2.2 million for the years ended December 31, 2021 and 2020, respectively, as a result of the Vibrant Transaction."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","Corporate Overhead. Depreciation and amortization expenses decreased within our corporate overhead by $1.3 million, or 20.3%, to $5.1 million from $6.4 million, for the years ended December 31, 2021 and 2020, respectively, primarily as a result of certain assets becoming fully depreciated in recent periods."]] [[/GREPCENT_TABLE]] ​ We expect depreciation and amortization expense to increase in 2022 within all of our segments as we acquire tangible assets to expand or upgrade our telecommunications networks. Our US segment will also incur additional depreciation and amortization expenses in future periods due to the impact of a full year of results for our operations in Alaska. 58 Table of Contents ​ Amortization of intangibles from acquisitions. Amortization of intangibles from acquisitions include the amortization of customer relationships and trade names related to the Company’s completed acquisitions. ​ Amortization of intangibles from acquisitions increased by $6.0 million from $1.8 million to $7.8 million for the years ended December 31, 2021 and 2020, respectively, as a result of the Alaska Transaction. ​ Goodwill impairment. During the year ended December 31, 2021, we recorded a $20.6 million goodwill impairment charge within our International Telecom segment. See Note 7 to the Consolidated Financial Statements in this Report. ​ Loss on disposition of long-lived assets.   During the year ended December 31, 2021, we recorded a loss on the disposition of long-lived assets of $2.8 million, primarily related to the Vibrant Transaction and the disposal of certain telecommunications licenses within the US Telecom segment. ​ During the year ended December 31, 2020, we recorded a loss on the disposition of long-lived assets of $21.6 million, primarily related to the Vibrant Transaction. ​ Interest income. Interest income represents interest earned on our cash, cash equivalents, restricted cash and short-term investment balances. ​ Interest income decreased $0.3 million to $0.1 million from $0.4 million for the years ended December 31, 2021 and 2020, respectively, as a result of a reduction in the balances of our cash, cash equivalents and short-term investments as well as our return on those balances. ​ Interest expense.   We incur interest expense on the 2019 CoBank Credit Facility, the Alaska Credit Facility, the Viya Debt, the One Communications Debt and the Receivables Credit Facility (each as defined below). Interest expense also includes commitment fees, letter of credit fees and the amortization of debt issuance costs. ​ Interest expense increased to $9.6 million from $5.3 million for the years ended December 31, 2021 and 2020, respectively, as additional interest expense was incurred for new borrowings under the Alaska Credit Facility and the Receivables Credit Facility. ​ We expect that interest expense will increase in future periods as a result of an expected increase in both interest rates and borrowings under both the Receivables Credit Facility and the 2019 CoBank Credit Facility as well as the impact of a full year of results under the Alaska Credit Facility. ​ Other income (expenses).   Other income (expenses) represents miscellaneous non-operational income earned and expenses incurred. ​ For the year ended December 31, 2021, other income (expenses) was $1.8 million of income primarily related to $2.8 million of income related to certain employee benefit plans and other miscellaneous income partially offset by $0.9 million relating to losses on foreign currency transactions. ​ For the year ended December 31, 2020, other income (expenses) was $4.1 million of expense which was primarily related to $3.4 million of losses related to noncontrolling investments and $1.4 million relating to losses on foreign currency transactions. These expenses were partially offset by $0.6 million of income recognized on certain employee benefit plans. ​ Income taxes. Our effective tax rate for the years ended December 31, 2021 and 2020 was 8.3% and 858.3%, respectively. ​ Our effective tax rate for the year ended December 31, 2021 was primarily impacted by the following items: (i) a $0.9 million provision related to certain transactional charges incurred in connection with acquisitions for which there 59 Table of Contents is no tax benefit, (ii) a $2.5 million net increase of unrecognized tax positions, (iii) a $1.7 million net increase for permanently non-deductible expenses, and (iv) 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, 2020 was primarily impacted by the following items: (i) a $3.1 million net benefit attributable to the remeasurement of domestic losses at a higher tax rate due to carryback provisions as provided by the CARES Act (ii) a $2.1 million net increase of unrecognized tax positions, (iii) a $1.5 million net increase for permanently non-deductible expenses, (iv) a $21.5 million loss on the sale of Vibrant with no tax benefit, and (v) the mix of income generated among the jurisdictions in which we operate along with the exclusion of losses in jurisdictions where we cannot benefit from those losses as required by ASC 740-270-30-36(a), primarily in the US Virgin Islands. ​ Our effective tax rate is based upon estimated income before provision for income taxes for the year, composition of the income in different countries, and adjustments, if any, in the applicable quarterly periods for potential tax consequences, benefits and/or resolutions of tax contingencies. Our consolidated tax rate will continue to be impacted by any transactional or one-time items in the future and the mix of income in any given year generated among the jurisdictions in which we operate. While we believe we have adequately provided for all tax positions, amounts asserted by taxing authorities could materially differ from our accrued positions as a result of uncertain and complex application of tax law and regulations. Additionally, the recognition and measurement of certain tax benefits include estimates and judgment by management. Accordingly, we could record additional provisions or benefits for US federal, state, and foreign tax matters in future periods as new information becomes available. ​ Net income attributable to noncontrolling interests, net of tax.  Net income attributable to noncontrolling interests, net of tax reflected an allocation of $1.3 million and $13.4 million of income generated by our less than wholly owned subsidiaries for the years ended December 31, 2021 and 2020, respectively. Changes in net income attributable to noncontrolling interests, net of tax, within our segments, consisted of the following: ​ [[GREPCENT_TABLE]] [["","\u25cf","International Telecom. Net income attributable to noncontrolling interests, net of tax decreased by $2.0 million, or 21.1%, to $7.5 million from $9.5 million for the years ended December 31, 2021 and 2020, respectively, primarily as a result of an increase in our ownership in profitable subsidiaries."]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","US Telecom. Net income attributable to noncontrolling interests, net of tax decreased by $9.8 million to an allocation of losses of $5.5 million from an allocation of income of $4.1 million for the years ended December, 2021 and 2020, respectively, as a result of the Alaska Transaction and reduced profitability in certain less than wholly owned subsidiaries within our US Mobility operations."]] [[/GREPCENT_TABLE]] Net loss attributable to ATN International, Inc. stockholders.  Net loss attributable to ATN International, Inc. stockholders was $22.1 million and $14.1 million for the years ended December 31, 2021 and 2020, respectively. ​ On a per diluted share basis, net loss was $1.52 and $0.89 per diluted share for the years ended December 31, 2021 and 2020, respectively, which for the year ended December 31, 2021, includes the impact of accrued preferred dividends of $2.0 million. ​ 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.  ​ Tax Reform ​ The Tax Cuts and Jobs Act of 2017 (the “Tax Act”), which was signed into law on December 22, 2017, has resulted in significant changes to the US corporate income tax system and the US Virgin Islands mirror code which 60 Table of Contents replaces “United States” with “US Virgin Islands” throughout the Internal Revenue Code. The Tax Act transitions international taxation from a worldwide system to a modified territorial system and includes two base erosion prevention measures on non-US earnings, which has the effect of subjecting certain earnings of our foreign subsidiaries to US taxation as global intangible low taxed income (“GILTI”), eliminates the deduction of certain payments made to related foreign corporations, and imposes a minimum tax if greater than regular tax under the base-erosion and anti-abuse tax (“BEAT”). These changes became effective beginning in 2018 but did not have an impact on us in the initial or following years. Based on our forecasted income for 2021, we are not currently projecting a GILTI inclusion. We do not expect we will be subject to BEAT and therefore have not included any tax impacts of BEAT in our consolidated financial statements for the quarter ended December 31, 2021. ​ CARES Act ​ On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. Certain provisions of the CARES Act impact our income tax provision computations. ​ 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. 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.  Total liquidity.  As of December 31, 2021, we had approximately $81.0 million in cash, cash equivalents, restricted cash and short-term investments. Of this amount, $34.1 million was held by our foreign subsidiaries and is indefinitely invested outside the United States. In addition, we had approximately $366.5 million of debt, net of unamortized deferred financing costs, as of December 31, 2021. How and when we deploy our balance sheet capacity will figure prominently in our longer-term growth prospects and stockholder returns. Uses of Cash ​ Acquisitions and investments.  We have historically funded our acquisitions with a combination of cash-on-hand, borrowings under our credit facilities as well as equity investor and seller financings.  Alaska Transaction. On July 22, 2021, Alaska Communications entered into a new debt financing in connection with the Alaska Transaction. See Acquisition of Alaska Communications System Group, Inc. We continue to explore opportunities to expand our telecommunications business or acquire new businesses and telecommunications licenses in the United States, the Caribbean and elsewhere. Such acquisitions may require external financing. While there can be no assurance as to whether, when or on what terms we will be able to acquire any such businesses or licenses or make such investments, such acquisitions may be completed through the issuance of shares of our capital stock, payment of cash or incurrence of additional debt. From time to time, we may raise capital ahead of any definitive use of proceeds to allow us to move more quickly and opportunistically if an attractive investment materializes. Cash used in investing activities. Cash used in investing activities was $426.6 million and $70.2 million for the years ended December 31, 2021 and 2020, respectively. The net increase in cash used for investing activities of $356.4 million was primarily related to $339.5 million used in the Alaska Transaction as well as increases in capital expenditures and net cash used for strategic investments of $30.8 million and $3.6 million, respectively. In addition, cash received for government grants declined by $8.8 million in 2021 as compared to 2020. Partially offsetting these increases was cash received during 2021 from the Vibrant Transaction of $18.6 million. The year ended December 31, 61 Table of Contents 2020 also included $20.4 million used for the acquisition of telecommunications licenses and $12.0 million of cash received as a return on a previously made strategic investment. ​  Cash provided by (used in) financing activities.   Cash provided by financing activities relating to the Alaska Transaction and FirstNet Agreement was $312.5 million during the year ended December 31, 2021. In connection with the Alaska Transaction, we received $220.0 million in net borrowings and $71.5 million in redeemable noncontrolling preferred and common equity provided by us and the minority shareholder, and, paid $6.6 million in debt issuance costs. Relating to the construction phase of the FirstNet Agreement, we borrowed a net $35.5 million (net of $1.8 million in repayments of those borrowings). ​ Excluding the impact of the Alaska Transaction and FirstNet Agreement, we were provided with $9.3 million of cash and used $72.3 million of cash relating to financing activities for the years ended December 31, 2021 and 2020, respectively. This $81.5 million year over year change was the result of $77.0 million in borrowings under our credit facility during 2021 as well as reductions in our payments to acquire noncontrolling interests in our less than wholly owned subsidiaries and distributions to those noncontrolling interests of $15.6 million and $2.9 million, respectively. Offsetting those decreases in expenditures were increases in expenditures of $10.5 million and $3.9 million for the repayment of long-term debt and the repurchase of our common stock, respectively. ​ Working Capital.  Historically, we have internally funded our working capital needs. Pursuant to the FirstNet Agreement, AT&T has the option to repay construction costs, with interest, over an eight-year period. To fund the working capital needs created by AT&T’s option to extend its payment terms, we completed the Receivables Credit Facility, as discussed below, on March 26, 2020. ​ Capital expenditures.  Historically, a significant use of our cash has been for capital expenditures to expand and upgrade our telecommunications networks and to expand our previously owned renewable energy operations. For the years ended December 31, 2021 and 2020, we spent approximately $106.1 million and $75.3 million, respectively, on capital expenditures. The following notes our capital expenditures, by operating segment, for these periods (in thousands): ​ [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Capital Expenditures"],["\u200b","\u200b","","\u200b","\u200b","","\u200b","\u200b","","\u200b","\u200b","","\u200b","\u200b","","\u200b"],["\u200b","\u200b","\u200b","International","\u200b","\u200b","US","\u200b","\u200b","Renewable","\u200b","\u200b","Corporate and","\u200b","\u200b","\u200b"],["Year ended December 31,","\u200b","\u200b","Telecom","\u200b","\u200b","Telecom","\u200b","\u200b","Energy","\u200b","\u200b","Other (1)","\u200b","\u200b","Consolidated"],["2021","\u200b","$","49,985","\u200b","$","53,235","\u200b","$","\u2014","\u200b","$","2,922","\u200b","$","106,142"],["2020","\u200b","\u200b","38,895","\u200b","\u200b","29,883","\u200b","\u200b","2,932","\u200b","\u200b","3,613","\u200b","\u200b","75,323"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(1)","Corporate and other items refer to corporate overhead costs and consolidating adjustments."]] [[/GREPCENT_TABLE]] ​ See Liquidity and Capital Resources- Material Cash Obligations and Sources below for a discussion of our future cash commitments related to the RDOF program. ​ Income taxes. We have historically used cash-on-hand to make payments for income taxes. Our policy is to allocate capital where we believe we will get the best returns and to date has been to indefinitely reinvest the undistributed earnings of our foreign subsidiaries. As we continue to reinvest our remaining foreign earnings, no additional provision for income taxes has been made on accumulated earnings of foreign subsidiaries. ​ Dividends.  We use cash-on-hand to make dividend payments to our stockholders when declared by our Board of Directors. For the year ended December 31, 2021, our Board of Directors declared $10.8 million of dividends to our stockholders which includes a $0.17 per share dividend declared on December 6, 2021 and paid on January 7, 2022. We have declared quarterly dividends since the fourth quarter of 1998. ​ Stock Repurchase Plan. On September 19, 2016, our Board of Directors authorized the repurchase of up to $50.0 million of our common stock from time to time on the open market or in privately negotiated transactions (the “2016 Repurchase Plan”).  We repurchased $10.5 million and $6.6 million of our common stock under the 2016 62 Table of Contents Repurchase Plan during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, we had $20.4 million authorized and available for share repurchases under the 2016 Repurchase Plan. ​ Sources of Cash ​ Cash provided by operations.  Cash provided by operating activities was $80.5 million for the year ended December 31, 2021 as compared to $86.3 million for the year ended December 31, 2020.  The decrease of $5.8 million was primarily related to a decrease in net income of $20.5 million as a result of an increase in depreciation and amortization expense of $22.2 million, driven primarily by the Alaska Transaction and a $20.6 million charge for the impairment of goodwill in our US Virgin Islands operations partially offset by a reduction in losses on the disposal of long-lived assets of $18.8 million. In addition, changes in working capital increased by $7.2 million primarily as a result of an increase in our receivable under the FirstNet agreement of $33.0 million partially offset by a reduction in the increases of accounts receivable of $11.7 million and inventory, materials and supplies of $13.3 million. CoBank Credit Facility ​ On April 10, 2019, we entered into a credit facility, with CoBank, ACB and a syndicate of other lenders (the “2019 CoBank Credit Facility”).  The 2019 CoBank Credit Facility provides for a $200 million revolving credit facility that includes (i) up to $75 million for standby or trade letters of credit and (ii) up to $10 million under a swingline sub-facility.  Approximately $16.0 million of performance letters of credit have been issued and remain outstanding and undrawn as of December 31, 2021.  The 2019 CoBank Credit Facility matures on April 10, 2024. ​ Amounts borrowed under the 2019 CoBank Credit Facility bear interest at a rate equal to, at our option, either (i) the London Interbank Offered Rate (“LIBOR”) plus an applicable margin ranging between 1.25% to 2.25% or (ii) a base rate plus an applicable margin ranging from 0.25% to 1.25%.  Swingline loans bear interest at the base rate plus the applicable margin for base rate loans. The base rate is equal to the higher of (i) 1.00% plus the higher of (x) LIBOR for an interest period of one month and (y) LIBOR for an interest period of one week; (ii) the Federal Funds Effective Rate (as defined in the 2019 CoBank Credit Facility) plus 0.50% per annum; and (iii) the Prime Rate (as defined in the 2019 CoBank Credit Facility). The applicable margin is determined based on the Total Net Leverage Ratio (as defined in the 2019 CoBank Credit Facility). Under the terms of the 2019 CoBank Credit Facility, we must also pay a fee ranging from 0.150% to 0.375% of the average daily unused portion of the 2019 CoBank Credit Facility over each calendar quarter.  The 2019 CoBank Credit Facility contains customary representations, warranties and covenants, including a financial covenant that imposes a maximum ratio of indebtedness to EBITDA as well as covenants limiting additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, sale and leasebacks, transactions with affiliates and fundamental changes.  Our investments in “unrestricted” subsidiaries and certain dividend payments to our stockholders are not limited unless the Total Net Leverage Ratio is equal to or greater than 1.75 to 1.0.  The Total Net Leverage Ratio is measured each fiscal quarter and is required to be less than or equal to 2.75 to 1.0.  In the event of a Qualifying Acquisition (as defined in the 2019 CoBank Credit Facility), the Total Net Leverage Ratio increases to 3.25 to 1.0 for the subsequent three fiscal quarters.  ​ The 2019 CoBank Credit Facility also provides for the incurrence by us of incremental term loan facilities, when combined with increases to revolving loan commitments, in an aggregate amount not to exceed $200 million (the “Accordion”).  Amounts borrowed under the Accordion are also subject to proforma compliance with a net leverage ratio financial covenant. ​ As of December 31, 2021, we were in compliance with all of the financial covenants, had $61.5 million outstanding in borrowings and, net of the $16.0 million of outstanding performance letters of credit, had $122.5 million of availability under the 2019 CoBank Credit Facility.  ​ Alaska Credit Facility ​ On July 22, 2021, Alaska Communications entered into a Credit Agreement (the “Alaska Credit Facility”) with Fifth Third Bank, National Association, as Administrative Agent, and a syndicate of lenders to provide a $35.0 million 63 Table of Contents revolving facility (the “Alaska Revolving Facility”) and a $210.0 million initial term loan facility (the “Alaska Term Loan”). As of December 31, 2021, $210.0 million was outstanding under the Alaska Term Loan and $2.0 million outstanding under the Alaska Revolving Facility. Both facilities mature on July 22, 2026. ​ The Alaska Credit Facility also provides for incremental term loans up to an aggregate principal amount of the greater of $70.0 million and Alaska Communications’ trailing twelve month Consolidated EBITDA (as defined in the Alaska Credit Facility). ​ The key terms and conditions of the Alaska Credit Facility include the following: ​ [[GREPCENT_TABLE]] [["","\u25cf","Amounts outstanding bear an interest rate of LIBOR, or a LIBOR replacement rate as applicable, plus a margin ranging from 3.00% to 4.00% based on Alaska Communications\u2019 Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) or an alternate base rate may be selected at a margin that is 1% lower than the counterpart LIBOR margin;"]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["","\u25cf","Principal repayments are due quarterly commencing in the fourth quarter of 2023 in quarterly amounts as follows: from the fourth quarter of 2023 through the third quarter of 2024, $1,312,500; and from the fourth quarter of 2024 through the third quarter of 2026, $2,625,000. The remaining unpaid balance is due on the final maturity date;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","Alaska Communications is required to maintain financial ratios subsequent to the closing of the Alaska Transaction, as defined in the Alaska Credit Facility, including (a) a maximum Consolidated Net Total Leverage Ratio of 4.00:1.00, stepping down to 3.75:1.00 beginning with the second quarter of 2024; and (b) a minimum Consolidated Fixed Charge Coverage Ratio of not less than 1.25:1.00; and"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","The Alaska Credit Facility is non-recourse to the Company and is secured by substantially all of the personal property and certain material real property owned by Alaska Communications."]] [[/GREPCENT_TABLE]] Alaska Communication entered into an amortizing interest rate swap that has been designated as a cash flow hedge that has an interest rate of 1.6735% and expires on June 30, 2022.  As of December 31, 2021, the swap had an unamortized notional amount of $121.5 million. ​ FirstNet Receivables Credit Facility ​ On March 26, 2020, Commnet Finance, a wholly owned subsidiary of Commnet Wireless, entered into a receivables credit facility with the Company, Commnet Wireless, and CoBank, ACB (the “Receivables Credit Facility”). The Receivables Credit Facility provides for a senior secured delayed draw term loan in an aggregate principal amount of up to $75.0 million and the proceeds may be used to acquire certain receivables from Commnet Wireless.  The receivables to be financed and sold under the Receivables Credit Facility, which provide the loan security, relate to the obligations of AT&T under the FirstNet Agreement. On December 29, 2021, CoBank amended the Receivables Credit Facility and extended the delayed draw period to December 31, 2022. ​ The maturity date for each loan will be set by CoBank and will match the weighted average maturity of the certain receivables financed. ​ Interest on the loans accrues at a fixed annual interest rate to be quoted by CoBank.  The Receivables Credit Facility contains customary events of termination, representations and warranties, affirmative and negative covenants and events of default customary for facilities of this type. As of December 31, 2021, we had $35.5 million outstanding, of which $4.6 million was current, and $37.7 million of availability under the Receivables Credit Facility.  We capitalized $0.9 million of fees associated with the 64 Table of Contents Receivables Credit Facility which are being amortized over the life of the debt and $0.7 million were unamortized at December 31, 2021.  Viya Debt ​ We, and certain of our subsidiaries, have entered into a $60.0 million loan agreement (the “Viya Debt”) with Rural Telephone Finance Cooperative (“RTFC”).  The Viya Debt agreement contains customary representations, warranties and affirmative and negative covenants (including limitations on additional debt, guaranties, sale of assets and liens) and a financial covenant that limits the maximum ratio of indebtedness to annual operating cash flow to 3.5 to 1.0 (the “Net Leverage Ratio”).  This covenant is tested on an annual basis at the end of each fiscal year.  Interest is paid quarterly at a fixed rate of 4.0% per annum and principal repayment is not required until maturity on July 1, 2026.  Prepayment of the Viya Debt may be subject to a fee under certain circumstances.  The debt is secured by certain assets of our Viya subsidiaries and is guaranteed by us.  With RTFC’s consent, we funded the restoration of Viya’s network, following Hurricanes Irma and Maria in 2017, through an intercompany loan arrangement in the amount of $51.6 million.  We were not in compliance with the Net Leverage Ratio covenant of the Viya Debt agreement for the year ending December 31, 2021 and received a waiver from the RTFC on March 16, 2022. ​ We paid a fee of $­­­­­0.9 million in 2016 to lock the interest rate at 4% per annum over the term of the Viya Debt.  The fee was recorded as a reduction to the Viya Debt carrying amount and is being amortized over the life of the loan.  ​ As of December 31, 2021, $60.0 million of the Viya Debt remained outstanding and $0.4 million of the rate lock fee was unamortized. ​ One Communications Debt ​ We have an outstanding loan from HSBC Bank Bermuda Limited (the “One Communications Debt”) which is scheduled to mature on May 22, 2022 and bears interest at the one-month LIBOR plus a margin ranging between 2.5% to 2.75% per annum paid quarterly. ​ The One Communications Debt contains customary representations, warranties and affirmative and negative covenants (including limitations on additional debt, guaranties, sale of assets and liens) and financial covenants, tested annually as of and for the twelve months ended December 31st, that limit the ratio of tangible net worth to long term debt and total net debt to EBITDA and require a minimum debt service coverage ratio (as defined in the One Communications Debt agreement).  We were in compliance with our covenants as of December 31, 2021. We entered into an amortizing interest rate swap that has been designated as a cash flow hedge, which had an original notional amount of $11.0 million, has an interest rate of 1.874%, and expires in March 2022.  As of December 31, 2021, the swap had an unamortized notional amount of $6.2 million. As of December 31, 2021, $4.7 million of the One Communications Debt was outstanding.    ​ Factors Affecting Sources of Liquidity Internally generated funds. The key factors affecting our internally generated funds are demand for our services, competition, regulatory developments, economic conditions in the markets where we operate our businesses and industry trends within the telecommunications industry.  Restrictions under Credit Facility.  Our 2019 CoBank Credit Facility contains customary representations, warranties and covenants, including covenants limiting additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, sale and leasebacks, transactions with affiliates and fundamental changes. 65 Table of Contents In addition, the 2019 CoBank Credit Facility contains a financial covenant that imposes a maximum ratio of indebtedness to EBITDA. As of December 31, 2021, we were in compliance with all of the financial covenants of the 2019 CoBank Credit Facility. Capital markets.  Our ability to raise funds in the capital markets depends on, among other things, general economic conditions, the conditions of the telecommunications and renewable energy industries, our financial performance, the state of the capital markets and our compliance with SEC requirements for the offering of securities. We may file a new “universal” shelf registration statement with the SEC, to register potential future offerings of our securities. ​ Foreign Currency ​ 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. Changes in the carrying value of these assets and liabilities attributable to fluctuations in rates are recognized in foreign currency translation adjustment, a component of accumulated other comprehensive income on our balance sheet. Income statement accounts are translated using the monthly average exchange rates during the year. Monetary assets and liabilities denominated in a currency that is different from a reporting entity’s functional currency must first be remeasured from the applicable currency to the legal entity’s functional currency. The effect of this remeasurement process is reported in other income within our income statement. During the years ended December 31, 2021 and 2020, we recorded $0.9 million and $1.4 million, respectively, in losses on foreign currency transactions. We will continue to assess the impact of our exposure to the Guyana Dollar. ​ Inflation 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. In particular, where we have agreed to undertake infrastructure build outs on a fixed budget for our carrier customers or by accepting government grants, inflation may result in build costs that exceed our original budget given the long delays experienced in procuring equipment and materials due to global supply chain delays. To the extent that we are unable to pass on these costs through increased prices, revised budget estimates, or offset them in other ways, they may impact out financial condition and cash flows. ​ Material Cash Obligations and Sources ​ Capital Expenditures. We are continuing to invest in our telecommunication networks along with our operating and business support systems in many of our markets.  Such investments include the upgrade and expansion of both our mobility and fixed telecommunications networks as well as our service delivery platforms. For 2022, we expect capital expenditures to be approximately $150 million to $165 million with the largest amounts projected to be used for the expansion of our fiber optic facilities. We expect to fund our 2022 capital expenditures primarily from our current cash balances, cash generated from operations and our existing credit facilities including the Receivables Credit Facility. ​ Long-term Debt. To service our previously described debt facilities, we will be required to make future minimum principal repayments (not including interest, commitment fees or letter of credit fees) of $9.2 million in 2022 and then $6.0 million, $72.9 million, $15.5 million, $258.8 million during 2023 through 2026, respectively, and then $11.2 million in subsequent years. ​ Lease Commitments. We have operating and financing leases for towers, land, corporate offices, retail facilities, and data transport capacity. In order to comply with our lease agreements, we will be required to pay $21.7 million in 2022 and then $19.2 million, $17.8 million, $14.6 million and $10.1 million during 2023 through 2026, respectively, and then $69.0 million in subsequent years. ​ 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 66 Table of Contents States. We expect to incur construction costs of approximately $37.7 million during 2022 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.  If the cell site is located on a communications tower we own, AT&T will pay us pursuant to a separate lease agreement for an initial term of eight years. In addition to building the network, we will provide ongoing equipment and site maintenance and high-capacity transport to and from these cell sites for an initial term ending in 2029.  ​ Connect America Fund II (CAF II). We are a recipient under the Connect America Fund Phase II program which will offer subsidies to us in order to expand our broadband coverage in designated areas. In connection with this program, we are expecting to spend $3.3 million in capital expenditures during the year ended December 31, 2022 (which is included in our capital expenditure estimates for the US Telecom segment above) and then an additional $2.9 million, $6.7 million and $4.5 million during the years ended December 31, 2023, 2024 and 2025 in order meet our build-out obligations under this program. ​ Rural Digital Opportunity Fund Phase I Auction (RDOF).  We participated in the RDOF auction and expect to receive funding to provide broadband and voice coverage to over 10,000 households in the United States (not including Alaska) under this program.  We anticipate spending approximately $2.0 million in capital expenditures during the year ended December 31, 2022 (which is included in our capital expenditure estimates for the US Telecom segment above) and an additional $2.0 million per year for at least the next three subsequent years in order to meet our build-out obligations. ​ Citizens Broadband Radio Service Auction (CBRS).  We participated in CBRS auction for Priority Access Licenses (PALs) in the 3.5 GHz spectrum band. These PALs are licensed on a county-by-county basis and are awarded for a 10-year renewable term. 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.  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. As of December 30, 2021, $12.9 million of such construction obligations remain with completion deadlines beginning in July 2022 (which is included in our capital expenditure estimates for the US Telecom segment above). Once these projects are constructed, we are obligated to provide service to the participants. ​ Software licensing and maintenance. We have committed to agreements with software vendors to provide us with licensing and maintenance services for our operating and business support systems. These agreements expire primarily during the year ended December 31, 2024 and will require us to pay approximately $7.5 million, $5.3 million and $3.7 million during the next three years. ​ Sources of Cash. In addition to future internally generated funds, as of December 31, 2021, we have $122.5 million, $37.7 million and $33.0 million available to us under the CoBank Credit Facility, the Receivables Credit Facility and the Alaska Revolving Facility, respectively, and may be able to raise funds in the capital markets by filing a “universal” shelf registration statement with the SEC. ​ Critical Accounting Estimates We have based our discussion and analysis of our financial condition and results of operations on our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We base our estimates on our operating experience and on various conditions existing in the market and we believe them to be reasonable under the circumstances. Our estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions. We have identified the critical accounting estimates that we believe require significant judgment in the preparation of our Consolidated Financial Statements. We consider these accounting estimates to be critical because 67 Table of Contents changes in the assumptions or estimates we have selected have the potential of materially impacting our financial statements. Revenue Recognition. In determining the appropriate amount of revenue to recognize for a particular transaction, we apply the criteria established by the authoritative guidance for revenue recognition and defer those items that do not meet the recognition criteria. As a result of the cutoff times of our billing cycles, we are often required to estimate the amount of revenues earned but not billed from the end of each billing cycle to the end of each reporting period. These estimates are based primarily on rate plans in effect and historical evidence with each customer or carrier. Adjustments affecting revenue can and occasionally do occur in periods subsequent to the period when the services were provided, billed and recorded as revenue, however, historically, these adjustments have not been material. ​ We apply our judgment when assessing the ultimate realization of receivables, including assessing the probability of collection and the current credit- worthiness of customers. We establish an allowance for credit losses on trade receivables sufficient to cover probable and reasonably estimable losses. Our estimate of the allowance for credit losses on trade receivables considers collection experience, aging of the accounts receivable, the credit quality of the customer and, where necessary, other macro-economic factors. Goodwill and Long-Lived Intangible Assets. In accordance with the authoritative guidance regarding the accounting for impairments or disposals of long-lived assets and the authoritative guidance for the accounting for goodwill and other intangible assets, we evaluate the carrying value of our long-lived assets, including property and equipment, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss exists when estimated undiscounted cash flows attributable to non-current assets subject to depreciation and amortization and discounted cash flows for intangible assets not subject to amortization are less than their carrying amount. For long lived assets other than goodwill, if an asset is deemed to be impaired, the amount of the impairment loss recognized represents the excess of the asset’s carrying value as compared to its estimated fair value, based on management’s assumptions and projections. Our estimates of the future cash flows attributable to our long-lived assets and the fair value of our businesses involve significant uncertainty. Those estimates are based on management’s assumptions of future results, growth trends and industry conditions. If those estimates are not met, we could have additional impairment charges in the future, and the amounts may be material. We also assess the carrying value of goodwill and indefinite-lived intangible assets on an annual basis or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The carrying value of each reporting unit, including goodwill assigned to that reporting unit, is compared to its fair value. If the carrying value of the reporting unit, including goodwill, exceeds the fair value of the reporting unit, an impairment charge is recorded equal to the excess, but not more than the total amount of goodwill allocated to the reporting unit. We assess the recoverability of the value of our telecommunications licenses using either a market or income approach. We believe that our telecommunications licenses generally have an indefinite life based on historical ability to renew such licenses, that such renewals may be obtained indefinitely and at little cost, and that the related technology used is not expected to be replaced in the foreseeable future. If the value of these assets was impaired by some factor, such as an adverse change in the subsidiary’s operating market, we may be required to record an impairment charge. We test the impairment of our telecommunications licenses annually or more frequently if events or changes in circumstances indicate that such assets might be impaired. The impairment test consists of a comparison of the fair value of telecommunications licenses with their carrying amount on a license by license basis. We performed our annual impairment assessment of our goodwill and indefinite-lived intangible assets (telecommunications licenses) for the years ended December 31, 2021 and 2020. See Note 7 for a discussion of our impairment of a portion of our goodwill within our International Telecom segment and Renewable Energy segment during the years ended December 31, 2021 and December 31, 2019, respectively. ​ Contingencies. We are subject to proceedings, lawsuits, tax audits and other claims related to lawsuits and other legal and regulatory proceedings that arise in the ordinary course of business as further described in Note 13 to the 68 Table of Contents Consolidated Financial Statements included in this Report. We are required to assess the likelihood of any adverse judgments or outcomes to these matters as well as the potential ranges of probable losses. A determination of the amount of loss accruals required, if any, for these contingencies is made after careful analysis of each individual issue. We consult with legal counsel and other experts where necessary in connection with our assessment of any contingencies. The required accrual for any such contingency may change materially in the future due to new developments or changes in each matter. We estimate these contingencies amounted to approximately $52.6 million at December 31, 2021.  We believe that some adverse outcome is probable and have accordingly accrued $14.5 million as of December 31, 2021 for these matters. ​ Recent Accounting Pronouncements See Note 2 to the Consolidated Financial Statements included in this Report.