ATN International, Inc.
For the period ended Dec 31, 2025. Filed Mar 16, 2026.
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FY2025 · Filed Mar 16, 2026
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND BUSINESS OPERATIONS
The Company is a leading provider of digital infrastructure and communications services with a strategic focus on rural and remote markets in the United States (“US”), and internationally, including Bermuda and the Caribbean region.
The Company has developed significant operational capabilities and resources that enhance the performance of its local market operations. The Company’s operating subsidiaries benefit from this shared expertise, which allows them to deliver improved service quality and achieve greater economies of scale than would typically be possible in the smaller markets the Company serves. The Company provides centralized management, technical, financial, regulatory, and marketing support to these operating subsidiaries and typically receive a management fee based on a percentage of their revenues. The intercompany fees are eliminated in the Company’s consolidated financial results.
The Company uses the cash generated from its operations to repay debt and increase liquidity, reinvest the Company’s network and service operations, fund capital expenditures, return value to stockholders through dividends or share repurchases, and to pursue strategic transactions. The Company continuously evaluates both domestic and international opportunities that align with its long-term goal of generating sustained excess operating cash flows.
For additional information regarding the Company’s reportable segments and geographic distribution of revenues and assets, please refer to Notes 1 and 13 of the Consolidated Financial Statements included in this Report.
As of December 31, 2025, the Company offered the following services to its customers:
| ● | Fixed Telecommunications Services (“Fixed Services”). The Company provides fixed data and voice telecommunications services to business and consumer customers, including high-speed broadband and enterprise data solutions. In select markets, fixed services also include video offerings and revenue derived from support under certain government programs. |
| ● | Carrier Telecommunication Services (“Carrier Services”). The Company offers infrastructure services to other telecommunications providers, including the leasing of critical network infrastructure such as towers and transport facilities, wholesale roaming, site maintenance and international long-distance services. |
| ● | Mobile Telecommunications Services (“Mobility Services”). The Company offers mobile communications services over its wireless networks, including voice, messaging and data services along with related equipment, such as handsets, to both business and consumer customers. |
| ● | Managed Services. The Company delivers information technology solutions, including network management, application support and infrastructure services to complement its fixed telecommunications services in its existing markets for the purpose of supporting both enterprise and residential users. |
Through December 31, 2025, the Company identifiedtwo operating segments to manage and review its operations, as well as to support investor presentations of its results. These operating segments are as follows:
| ● | International Telecom. In the Company’s international markets, it offers fixed, carrier, mobility and managed services to customers in Bermuda, the Cayman Islands, Guyana and the US Virgin Islands. |
| ● | US Telecom. In the US, the Company offers fixed, carrier, and managed services to customers in Alaska and the western US. |
The following chart summarizes the operating activities of the Company’s principal subsidiaries, the segments in which it reported its revenue and the markets it served during 2025:
| | | | | |
|---|---|---|---|---|
| | International Telecom | US Telecom | ||
| Services | Markets | Tradenames (1) | Markets | Tradenames |
| Mobility Services | Bermuda, Guyana, US Virgin Islands | One Communications, Brava | United States (rural markets) | Choice, Choice NTUA Wireless |
| Fixed Services | Bermuda, Cayman Islands, Guyana, US Virgin Islands | One Communications, Logic, Brava | United States | Alaska Communications, Commnet, Choice, Choice NTUA Wireless, Sacred Wind Communications, Ethos Broadband, Deploycom |
| Carrier Services | Bermuda, Guyana, US Virgin Islands, Cayman Islands | One Communications, Essextel, Logic, Brava | United States | Alaska Communications, Commnet, Sacred Wind Communications |
| Managed Services | Bermuda, Cayman Islands, US Virgin Islands, Guyana | One Communications, Logic, Brava | United States | Alaska Communications, Choice |
| (1) | During 2025, the Company completed its planned integration and alignment of management across its international markets, driving efficiencies and advancing the shared mission of these markets. The Company also continued to unify branding across its networks, and the Company now sells fixed and mobility services under the “One Communications” brand in Bermuda, Guyana and the US Virgin Islands. The Company completed a rebranding in Guyana, and GTT is now known as “One Communications.” The Company refers to its business in Guyana as “OneGY” throughout this Report. The Company completed a rebranding in the US Virgin Islands, and Viya is now known as “One Communications.” The Company refers to its business in the US Virgin Islands as “OneVI” throughout this Report. |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and certain entities, which are consolidated in accordance with the provisions of the Financial Accounting Standards Board’s (“FASB”) authoritative guidance on the consolidation of variable interest entities since it is determined that the Company is the primary beneficiary of these entities.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the US requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates relate to the allowance for credit losses on trade receivables, useful lives of the Company’s fixed and finite-lived intangible assets, allocation of purchase price to assets acquired and liabilities assumed in business combinations, fair value of indefinite-lived intangible assets, goodwill and income taxes. Actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all investments with an original maturity of three months or less at date of purchase to be cash equivalents. The Company places its cash and temporary investments with banks and other institutions that it believes have a high credit quality. At December 31, 2025, the Company had $64.1 million of its cash on deposit with noninsured institutions such as corporate money market issuers and cash held in foreign banks. The Company’s cash and cash equivalents are not subject to any restrictions. As of December 31, 2025 and 2024, the Company held $49.3 million and $18.0 million, respectively, of its cash in Guyana dollars. While there are risks associated with the conversion of Guyana dollars to US dollars due to limited liquidity in the Guyana foreign currency markets, to date it has not prevented the Company from converting Guyana dollars into US dollars within a given three month period or from converting at a price that reasonably approximates the reported exchange rate plus an applicable fee.
Restricted Cash
The Company classifies cash that is legally restricted as to withdrawal or usage as restricted cash. Restricted cash as of December 31, 2025 and December 31, 2024 primarily relates to cash that is restricted for regulatory purposes.
Short Term Investments
The Company’s short-term investments consist of corporate bonds, which have remaining maturities of more than three months at the date of purchase, and equity securities classified as available for sale, which are stated at fair value. Unrealized gains and losses are recorded in other income. The estimated fair values of investments are based on quoted market prices as of the end of the reporting period.
Allowance for Credit Losses
The Company records an estimate of future credit losses in conjunction with the revenue transactions based on information available including historical experience, credit worthiness of customers, the Company’s historical experience with customers, current market and economic conditions, and management’s expectations of future conditions. That estimate is updated as additional information becomes available. Uncollectible amounts are charged against the allowance account. The Company’s allowance for uncollectible accounts receivable is based on management’s assessment of the collectability of assets pooled together with similar risk characteristics.
Inventory, Materials and Supplies
Inventory, materials and supplies primarily include handsets and other equipment held for sale to customers. These balances are recorded at the lower of cost, determined on the basis of specific identification, or market, determined using replacement value.
Fixed Assets
The Company’s fixed assets are recorded at cost and depreciated using the straight-line method generally between 2 and 39 years. Expenditures for major renewals and betterments that extend the useful lives of fixed assets are capitalized to fixed assets. Repairs and replacements of minor items of property are charged to operating expense as incurred. The cost of fixed assets in service and under construction includes internal and external costs necessary to bring an asset to the condition and location necessary for its intended use. Grants received for the construction of assets are recognized as a reduction of the cost of fixed assets, a subsequent reduction of depreciation expense over the useful lives of those assets within the income statement and as an investing cash flow in the statements of cash flows.
The Company capitalizes certain costs of developing and purchasing new information systems in accordance with internal use software guidance. These costs are depreciated over the useful life of the information system. The Company also incurs implementation costs associated with cloud computing arrangements. If these implementation
costs do not meet internal use software capitalization guidance, the implementation costs are recorded as prepaid assets and expensed through operating expense over the life of the arrangement.
The fair value of a liability for an asset retirement obligation is recorded in the period in which it is incurred if a reasonable estimate of fair value can be made. In periods subsequent to initial measurement, period-to-period changes in the liability for an asset retirement obligation resulting from the passage of time and revisions to either the timing or the amount of the original estimate of undiscounted cash flows are recognized. The increase in the carrying value of the associated long-lived asset is depreciated over the corresponding estimated economic life. Other liabilities within the consolidated balance sheets include accruals of$12.1 million and$11.7 million as of December 31, 2025 and 2024, respectively, for estimated costs associated with asset retirement obligations.
In accordance with the authoritative guidance for accounting for the impairment or disposal of long-lived assets, the Company evaluates the carrying value of long-lived assets, including property and equipment, in relation to the operating performance and future undiscounted cash flows of the underlying business whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss exists when estimated undiscounted cash flows attributable to an asset are less than its carrying amount. If an asset is deemed to be impaired, the amount of the impairment loss recognized represents the asset’s carrying value in excess of its estimated fair value, based on management’s assumptions and projections.
Management’s estimate of the future cash flows attributable to its long-lived assets and the fair value of its businesses involve significant uncertainty. Those estimates are based on management’s assumptions of future results, growth trends, and industry conditions. If those estimates are not met, the Company could have additional impairment charges in the future, and the amounts may be material.
The Company did not record any fixed asset impairments for the years ended December 31, 2025, 2024 or 2023.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill is recognized in business combinations equal to the amount by which the cost of acquired net assets exceeded the fair value of those net assets on the date of acquisition. The Company allocates goodwill to reporting units at the time of acquisition and bases that allocation on which reporting units will benefit from the acquired assets and liabilities. Reporting units are defined as operating segments or one level below an operating segment, referred to as a component. The Company has determined that its reporting units are components of its multiple operating segments. The Company assesses goodwill for impairment on an annual basis in the fourth quarter or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. The assessment begins with a qualitative analysis to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the reporting unit passes this analysis, the impairment assessment is complete and no impairment is recorded. If the reporting unit does not pass the analysis, or if a quantitative analysis is elected to be applied, the Company performs additional quantitative analysis by calculating the fair value of the reporting unit. If the fair value exceeds the carrying value, the test is complete and no impairment is recorded. If the carrying value of the reporting unit, including goodwill, exceeds the fair value of the reporting unit an impairment charge is recorded equal to the excess, but not more than the total amount of goodwill allocated to the reporting unit.
The Company’s telecommunications licenses are not amortized and are carried at their historical costs. The Company believes that telecommunications licenses generally have an indefinite life based on the historical ability to renew such licenses, that such renewals may be obtained indefinitely and at little cost, and that the related technology used is not expected to be replaced in the foreseeable future. The Company has elected to perform its annual testing of its telecommunications licenses in the fourth quarter of each fiscal year, or more often if events or circumstances indicate that there may be an impairment. The assessment begins with a qualitative analysis to determine whether it is more likely than not that the license fair value exceeds its carrying value. If the reporting unit passes this analysis, the impairment assessment is complete and no impairment is recorded. If the reporting unit does not pass the analysis, the Company performs additional quantitative analysis to calculate the fair value of the license. If the carrying value of the license
exceeds the license fair value, an impairment charge is recorded. As a part of the impairment test the Company assesses the appropriateness of the application of the indefinite-lived assertion. If the value of these assets were impaired by some factor, such as an adverse change in the subsidiary’s operating market, the Company may be required to record an impairment charge.
The Company performed its annual impairment assessment of its goodwill and indefinite-lived intangible assets (telecommunications licenses) for the years ended December 31, 2025 and 2024. See Note 6 for a discussion of the Company’s impairment of its goodwill within its US Telecom segment during the year ended December 31, 2024.
Other Intangible Assets
Intangible assets resulting from the acquisitions of entities accounted for using the purchase method of accounting are estimated by management based on the fair value of the assets acquired. These include acquired customer relationships and trade names. The process for estimating the fair values of identifiable intangible assets requires the use of significant estimates and assumptions by management, including revenue growth rates, customer attrition rates, royalty rates, discount rates and projected future cash flows.
Customer relationships and trade names are amortized over their estimated lives ranging from 2-13 years and 6-15 years, respectively, based on the pattern in which economic benefit of the customer relationship is estimated to be realized. Intangible assets subject to amortization are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Debt
Debt is measured at amortized cost. Debt issuance costs are recorded as a reduction to the carrying value of the debt and are amortized as interest expense in the consolidated income statements over the period of the debt. Except for interest costs incurred for the construction of a qualifying asset which are capitalized during the period the assets are prepared for their intended use, interest costs are expensed.
Redeemable Noncontrolling Interests
The redeemable noncontrolling interests in the accompanying consolidated balance sheets reflect common and preferred units issued in conjunction with the Company’s acquisition of Alaska Communications and common units issued in conjunction with the Company’s acquisition of Sacred Wind. Generally, the holders of these instruments have the ability to sell the instrument to a subsidiary of the Company in a future period. The common redeemable noncontrolling interests are recorded at the greater of historical cost or fair value. Historical cost is calculated as the original investment adjusted for subsequent capital contributions and distributions as well as the applicable share of earnings or losses. The fair value is calculated using a market and income approach with level 3 inputs. If the historical cost is more than the fair value at the end of the reporting period no adjustment is recorded, if the fair value is greater than the historical cost the value of the instrument is adjusted to the fair value with the offsetting amount recorded to retained earnings. The preferred redeemable noncontrolling interests are recorded at cost plus accrued dividends.
Noncontrolling Interests
The noncontrolling interests in the accompanying consolidated balance sheets reflect investments made by minority stockholders in certain subsidiaries of the Company. Noncontrolling interests acquired in a business combination are initially recorded at fair value. Subsequently, noncontrolling interests are adjusted for additional capital contributions, the minority stockholder’s proportional share of the earnings or losses, distributions to the minority stockholders and repurchases, by the Company, of such interests.
Changes in Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss), by component, were as follows (in thousands):
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Projected · · · · · · · · · · | |||||||||||||
| · · Pension and · · · · · · · · · · | |||||||||||||
| · · Postretirement Benefit · · Translation · · · · · · | |||||||||||||
| · · Obligations · · Adjustment · · Other · · Total | |||||||||||||
| Balance at December 31, 2022 | | $7,787 | | $(1,577) | | $— | | $6,210 | | ||||
| Unrecognized actuarial gain, net of tax of $0 | | 2,035 | | | — | | | — | | | 2,035 | | |
| Pension settlement, net of tax of $(0.2) million | | 195 | | | — | | | — | | | 195 | | |
| Reclassification of foreign currency losses on investments, net of tax of $0 | | | — | | | 1,348 | | | — | | | 1,348 | |
| Foreign currency translation adjustment | | | — | | | 229 | | | — | | | 229 | |
| Interest rate swap, net of tax of $0.6 million | | | — | | | — | | | (1,749) | | | (1,749) | |
| Balance at December 31, 2023 | | | 10,017 | | | — | | | (1,749) | | | 8,268 | |
| Unrecognized actuarial gain, net of tax of $(0.1) million | | | 1,637 | | | — | | | — | | | 1,637 | |
| Interest rate swap, net of tax of $(0.5) million | | | — | | | — | | | 872 | | | 872 | |
| Balance at December 31, 2024 | | | 11,654 | | | — | | | (877) | | | 10,777 | |
| Unrecognized actuarial gain, net of tax of $0.4 million | | | 3,623 | | | — | | | — | | | 3,623 | |
| Interest rate swap, net of tax of $(0.1) million | | | — | | | — | | | 331 | | | 331 | |
| Balance at December 31, 2025 | | $15,277 | | $— | | $(546) | | $14,731 | | ||||
Amounts reclassified from accumulated other comprehensive income to net income for pension and other postretirement benefits plans were $0.5 million, $0.2 million, and $0.2 million for the years ended December 31, 2025, 2024, and 2023, respectively. Additionally,$1.3 million was reclassified from accumulated other comprehensive income to net income as a result of the foreign currency translation adjustments losses on assets sold during the year ended December 31, 2023.
Revenue Recognition
The Company earns revenue from its telecommunication operations. The Company recognizes revenue through the following steps:
| - | Identification of the contract with a customer; |
| - | Identification of the performance obligations in the contract; |
| - | Determination of the transaction price; |
| - | Allocation of the transaction price to the performance obligations in the contract; and |
| - | Recognize revenue when, or as, the Company satisfies performance obligations. |
Revenue Recognition- Communications Services
Communication services include fixed and mobile telecommunication services provided to business and consumer customers. These services include high-speed broadband, legacy voice, enterprise data solutions, video, mobile communications, and other advanced connectivity services. These services represent a series of distinct services that are considered separate performance obligations. Service revenue is recognized when services are provided, based upon either the service period or usage.
Our contracts are primarily service-only contracts but on a limited basis, primarily in long-term mobile contracts, we offer contracts that bundle services with equipment, such as handsets, used to access those service offerings. Revenue recognized from fixed-term service contracts that bundle services and equipment is allocated based
on the standalone selling price of the performance obligations of the contract. Promotional discounts are attributed to each performance obligation of the arrangement, resulting in recognition of service revenue over the contract term. Standalone selling prices are determined by assessing prices paid for service-only contracts and standalone equipment pricing. Equipment revenue is recognized when the equipment is delivered to customers.
We also provide carrier telecommunication services. These services consist of infrastructure services provided to telecommunication carriers, including the leasing of critical network infrastructure such as tower and transport facilities, wholesale roaming, site maintenance, and international long-distance services. For these services, revenue is recognized over time as the service is rendered to the customer.
Less commonly, we provide access to communication services for underserved markets in the US under government grant programs. Revenue from government grants is recognized in accordance with the grant terms and conditions which is typically on a straight-line basis over the service period.
We occasionally include promotional discounts such as free service periods or discounted products. If a contract contains a substantive termination penalty, the transaction price is allocated to the performance obligations based on a standalone selling price resulting in accelerated revenue recognition and the establishment of a contract asset that will be recognized over the life of the contract. If a contract includes a promotional discount but no substantive termination penalty, the discount is recorded in the promotional period, and no contract asset is established. The Company’s customers also have the option to purchase additional telecommunication services. Generally, these options are not performance obligations and are excluded from the transaction price because they do not provide the customers with a material right.
Revenues from transactions between us and our customers are recorded net of revenue-based regulatory fees and taxes. Nonrefundable, upfront service activation and setup fees associated with service arrangements are deferred and recognized over the associated service contract period or customer relationship life, unless they represent a standalone performance obligation. If the fees represent a performance obligation, they are recognized when delivered to the customer based on the standalone selling price.
Revenue Recognition- Construction
Construction revenue is generated from construction services provided to telecommunications customers. The Company recognizes revenue at a point in time when the product is delivered to the customer.
Revenue Recognition-Other Revenue
Other revenue consists of Managed Services revenue. Managed services revenue is generated from information technology services such as network, application, infrastructure, and hosting services to both business and consumer customers. The revenue is recognized as the service is delivered to customers.
Contract Assets and Liabilities
The Company recognizes contract assets and liabilities on its balance sheet. Contract assets represent unbilled amounts typically resulting from consumer mobility contracts with both a multiyear service period and a promotional discount. In these contracts, the revenue recognized exceeds the amount billed to the customer. The current portion of the contract asset is recorded in prepayments and other current assets and the noncurrent portion is included in other assets on the Company’s balance sheet.
Contract liabilities consist of advance payments and billings in excess of revenue recognized. Retail revenue for postpaid customers is generally billedone month in advance and recognized over the period that the corresponding service is rendered to customers. To the extent the service is not provided by the reporting date, the amount is recognized as a contract liability. Prepaid service, including mobile voice and data services, sold to customers is
recorded as deferred revenue prior to the commencement of services. The Company also records deferred revenue associated with prepaid service agreements to provide data capacity to customers. For these service agreements, a contract liability is established and recognized as revenue on a straight-line basis over the life of the agreement. The current portion of contract liabilities is recorded in advanced payments and deposits, and the noncurrent portion is included in deferred revenue, long-term on the Company’s balance sheets.
Contract Acquisition Costs
The Company pays sales commissions to its employees and agents for obtaining customer contracts. These costs are incremental because they would not have been incurred if the contract was not obtained. The Company recognizes an asset for these costs in Other assets on the Company’s consolidated balance sheets and subsequently amortizes the asset on a systematic basis consistent with the pattern of the transfer of the services to the customer. The amortization period, which is betweentwo andsix years, considers both the original contract period as well as anticipated contract renewals as appropriate. The amortization period includes contract renewals when renewal commissions are not commensurate with new commissions. The Company estimates contract renewals based on its actual renewals in recent periods. When the expected amortization period isone year or less the Company utilizes the practical expedient and expenses the costs as incurred.
Leases
The Company determines if an agreement is a lease at inception. Operating leases are included in right-of-use (“ROU”) assets, current portion of operating lease liabilities, and operating lease liabilities in the Company’s consolidated balance sheets. Finance leases are included in property and equipment in the Company’s consolidated balance sheets.
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The present value is calculated using the Company’s incremental borrowing rate based on the information available at the commencement date, as the Company’s leases do not contain an implicit rate. The Company utilizes assumptions based on its existing borrowing facilities and other market specific data to determine its incremental borrowing rate. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include renewal options to extend the lease. The Company includes renewal options that are reasonably certain to be exercised in the initial lease term. When determining whether a renewal option is reasonably certain to be exercised, the Company considers several factors, including the present and anticipated future needs of its customers being serviced by the asset. Lease expense is recognized on a straight-line basis over the lease term. The Company does not separate non-lease components from lease components.
The Company assists third parties in the government grant funding application process. Under these arrangements, the Company is identified as a sub-recipient of the grant. The Company evaluates these agreements under lease accounting guidance. Generally, the Company provides construction and network operation services to the grant recipient. During the construction phase the Company records cash receipts and disbursements on its balance sheet and will not record a gain or loss on construction. Upon construction completion, the Company will record a finance lease asset which will include payments made to the lessor and exclude lease incentives.
Operating Expenses
Cost of communication services and other.** **Cost of communication services and other are charges that the Company incurs for voice and data transport circuits (in particular, the circuits between its Mobility sites) and its switches, internet capacity, video programming costs, access fees it pays to terminate its calls, telecommunication spectrum fees and direct costs associated within its Managed Services business. Cost of communication services also include expenses associated with developing, operating, upgrading and supporting the Company’s telecommunications networks, including the salaries and benefits paid to employees directly involved in the development and operation of
those businesses, as well as credit loss allowances and the cost of handsets and customer resale equipment incurred by its retail businesses.
Cost of construction revenue. Cost of constructions revenue include the expenses associated with constructing and making the FirstNet sites available for delivery to AT&T.
Selling, general and administrative. Selling, general and administrative expenses include salaries and benefits the Company pays to sales personnel, customer service expenses and the costs associated with the development and implementation of the Company’s 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 the Company’s performance of due-diligence and integration related costs associated with acquisition activities.
Transaction-related charges. Transaction-related charges include the 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 also include certain internal personnel costs incurred as a result of the completion of the acquisition or disposition.
Restructuring and reorganization expenses.
The Company engages in restructuring and reorganization activities from time to time. These activities are primarily reduction in force and consulting costs incurred to increase operational efficiency and improve the Company’s operating margins. The Company’s 2024 reorganization plan began in July 2024 and was completed in December 2024. As of December 31, 2024, the Company recorded $2.3 million of costs under the 2024 reorganization plan and of that amount $0.7 million was accrued for at December 31, 2024. These amounts were paid in 2025.
The Company’s 2025 reorganization plan began in January 2025 and ended on December 31, 2025. As of December 31, 2025, the Company recorded $10.2 million of costs under the 2025 reorganization plan and of that amount $1.8 million was accrued and payable. A summary of the restructuring and reorganization costs is below (in thousands).
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | For the Year Ended December 31, 2025 | |||||||||||
| | | | International | | | US | | | Corporate and | | | |
| | | | Telecom | | | Telecom | | | Other (1) | | | Consolidated |
| Employee costs | | $3,757 | | $3,535 | | $916 | | $8,208 | ||||
| Consulting costs | | | — | | | 1,332 | | | 439 | | | 1,771 |
| Other | | | 48 | | | 61 | | | 69 | | | 178 |
| Total | | $3,805 | | $4,928 | | $1,424 | | $10,157 | ||||
The Company is currently assessing its 2026 reorganization plan and expects to incur $3 million to $4 million in reorganization costs in the first half of 2026.
Depreciation and amortization. Depreciation and amortization expenses represent the depreciation and amortization charges the Company records on its property and equipment and on certain intangible assets.
*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.
*Goodwill impairment.*The Company assesses goodwill for impairment on an annual basis, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. If the carrying value of the reporting unit, including goodwill, exceeds the fair value of the reporting unit an impairment charge is recorded equal to
the excess, but not more than the total amount of goodwill allocated to the reporting unit. See Note 6 for a discussion of the Company’s impairment of its goodwill within its US Telecom segment in 2024.
*(Gain) loss on disposition of assets, transfers and contingent consideration.*The Company sells or disposes assets from time to time. A gain or loss is recorded by comparing the carrying amount of the assets to the proceeds received. The Company also records losses on assets held for sale if the expected sale price exceeds the carrying value of the assets. A gain or loss is also recorded on changes in the fair value of asset or liability classified contingent consideration from business combinations in the post-combination period. During the year ended December 31, 2024, the Company recorded a gain on the disposition of assets and transfers of$13.3 million primarily related to the International Telecom segment’s disposal of a non-core fixed asset of real property which resulted in a gain of $15.5 million on the transaction. The Company received cash proceeds of$17.8 million which was offset by the asset’s book value of $0.5 million and $1.8 million of transaction costs. This gain was partially offset by a $2.5 million loss, within the US Telecom segment, primarily related to the transfer of certain assets.
Accounting for Grants and Subsidies
The Company receives funding from the US Government and its agencies through the Universal Service Fund, the Secure and Trusted Communications Networks Reimbursement Program, and other programs. These funding programs are generally designed to fund telecommunications operations and infrastructure expansion into rural or underserved areas. The funding programs are evaluated to determine if they represent funding related to revenue, capital expenditures or operating activities. Funding for revenue and operating activities are recorded as revenue or contra expense in the Company’s consolidated income statement as the services are provided. Funding for capital expenditures is recorded as a reduction to property, plant and equipment on the Company’s consolidated balance sheets and a future reduction in depreciation expense in the consolidated income statements. Government funding related to revenue and operations are recorded as operating cash inflows and funding for capital expenditures are recorded as investing cash inflows.
The Company monitors government funding for grant requirements to ensure that conditions related to grants have been met and there is reasonable assurance that the Company will be able to retain the grant proceeds and to ensure that any contingencies that may arise from not meeting the conditions are appropriately recognized. See Note 8,Government Support and Spectrum Programs.
Income Taxes
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
The Company recognizes deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.
The Company records uncertain tax positions in accordance with FASB Accounting Standard Codification (“ASC”) 740 , “Income Taxes” (“ASC 740”) on the basis of a two-step process whereby (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the
related authority. It is possible that the ultimate resolution of these uncertain matters may be greater or less than the amount that the Company estimated. If payment of these amounts proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period in which it is determined that the liabilities are no longer necessary. If the estimate of tax liabilities proves to be more than the ultimate assessment, a further charge to expense would result.
The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated statements of operations. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheets.
The Company does not provide for US income taxes on earnings of foreign subsidiaries as such earnings are considered to be indefinitely reinvested.
Credit Concentrations and Significant Customers
For the years ended December 31, 2025 and 2024, no individual customer accounted for more than 10% of consolidated revenue in that year.
For the years ended December 31, 2025, and 2024, no customers accounted for more than 10% of the Company’s consolidated accounts receivable. As of December 31, 2025 and 2024, the Company recorded$31.9 million and $37.7 million of receivables under the Federal Communication Commission’s (“FCC”) Replace and Remove Program, respectively. In addition, the Company recorded a receivable under other federally funded grant programs of$13.2 million and $12.8 million as of December 31, 2025 and 2024, respectively.
Foreign Currency Gains and Losses
The Company translates the assets and liabilities of its foreign subsidiaries from their respective functional currencies, primarily the Guyana Dollar, to US dollars at the appropriate spot rates as of the balance sheet date. Changes in the carrying values of these assets and liabilities attributable to fluctuations in spot rates are recognized in foreign currency translation adjustment, a component of accumulated other comprehensive income. Income statement accounts are translated using the monthly average exchange rates during the year.
Monetary assets and liabilities denominated in a currency that is different from a reporting entity’s functional currency must first be remeasured from the applicable currency to the legal entity’s functional currency. The effect of this remeasurement process is reported in other income on the income statement.
Employee Benefit Plans
Pension and Postretirement Benefit Plans
The Company sponsors pension and other postretirement benefit plans for employees of certain subsidiaries. Net periodic pension expense is recognized in the Company’s income statement. The service cost component of net periodic pension expense is presented with other employee compensation within income from operations. Other components of net periodic pension expense, such as interest cost, expected return on plan assets, and amortization of actuarial gains and losses are presented in other income. The Company recognizes a pension or other postretirement benefit plan’s funded status as either an asset or liability in its consolidated balance sheet. Actuarial gains and losses are deferred, reported as a component of other comprehensive income, and amortized through net periodic pension expense in subsequent periods.
Multi-employer Defined Benefit Plan
Certain of the Company’s employees in the US Telecom segment participate in a multi-employer defined pension plan. The Company pays and expenses a contractual hourly amount based on employee classification or base compensation. The accumulated benefits and plan assets are not determined for, or allocated separately to, individual employers.
Fair Value of Financial Instruments
In accordance with the provisions of fair value accounting, a fair value measurement assumes that a transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability, and defines fair value based upon an exit price model.
The fair value measurement guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance describes three levels of inputs that may be used to measure fair value:
| | |
|---|---|
| Level 1 | Quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset and liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 assets and liabilities include money market funds, debt and equity securities and derivative contracts that are traded in an active exchange market. |
| Level 2 | Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes corporate obligations and non-exchange traded derivative contracts. |
| Level 3 | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments and intangible assets that have been impaired whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. |
Assets and liabilities of the Company measured at fair value on a recurring basis as of December 31, 2025 and 2024 are summarized as follows:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2025 | ||||||||||||
| · · Significant Other | ||||||||||||
| · · Quoted Prices in · · Observable · · Unobservable · · · | ||||||||||||
| · · Active Markets · · Inputs · · Inputs · · · | ||||||||||||
| Description · · (Level 1) · · (Level 2) · · (Level 3) · · Total | ||||||||||||
| Short term investments | | $395 | | $— | | $— | | $395 | ||||
| Employee benefit plan investments | | | 2,257 | | | — | | | — | | | 2,257 |
| Interest rate swap | | | — | | | (545) | | | — | | | (545) |
| Alloy redeemable common units (1) | | | — | | | — | | | (15,000) | | | (15,000) |
| Alaska Communications redeemable common units (2) | | | — | | | — | | | — | | | — |
| Warrants on Alaska Communications redeemable common units | | | — | | | — | | | — | | | — |
| Total assets and liabilities measured at fair value | | $2,652 | | $(545) | | $(15,000) | | $(12,893) | ||||
| (1) | Represents redeemable common units in Alloy, Inc. (“Alloy”), the parent company of the Company’s operations in the western US, which were recorded at historical cost as of December 31, 2024. |
| (2) | Represents redeemable common units in Alaska Communications. |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2024 | ||||||||||||
| · · Significant Other | ||||||||||||
| · · Quoted Prices in · · Observable · · Unobservable · · · | ||||||||||||
| · · Active Markets · · Inputs · · Inputs · · · | ||||||||||||
| Description · · (Level 1) · · (Level 2) · · (Level 3) · · Total | ||||||||||||
| Short term investments | | $300 | | $— | | $— | | $300 | ||||
| Employee benefit plan investments | | | 2,768 | | | — | | | — | | | 2,768 |
| Interest rate swap | | | — | | | (723) | | | — | | | (723) |
| Warrants on Alaska Communications redeemable common units | | | — | | | — | | | (249) | | | (249) |
| Total assets and liabilities measured at fair value | | $3,068 | | $(723) | | $(249) | | $2,096 | ||||
Money Market Funds
As of December 31, 2025, this asset class consisted of a money market portfolio that comprises Federal government and US Treasury securities. The asset class is classified within Level 1 of the fair value hierarchy because its underlying investments are valued using quoted market prices in active markets for identical assets.
Interest Rate swap
The Company holds interest rate swap agreements for certain of its debt instruments. This asset class is classified within Level 2 of the fair value hierarchy because it relies on observable inputs other than Level 1 prices. Refer to Note 7 for additional information.
Other Investments
The Company holds investments in equity securities consisting of noncontrolling investments in privately held companies. Historically, these investments were accounted for using equity method accounting, the measurement alternative for investments without a readily determinable fair value, or fair value. The fair value investments are valued using level 3 inputs and the Company used the income approach to fair value the investments. The inputs consisted of a discount rate and future cash flows calculated based on the investment attributes. During the year ended December 31,
2023, the Company lost the ability to exert significant influence over its India solar investment. As a result, the Company transferred$16.3 million from equity method investments to investments without a readily determinable fair value, and the accounting for the investment changed to the cost method from the equity method of accounting. Before transitioning to the cost method, the Company recorded income of $0.1 million and reclassified $1.3 million from accumulated other comprehensive income into income.
As of December 31, 2025, all of these investments are accounted for using the measurement alternative for investments without a readily determinable fair value. A roll forward of the investments is below:
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| · Investments Without a Readily Determinable Fair Value · · Fair Value Investments · · Equity Investments · · Total | |||||||||||
| Balance, December 31, 2022 | $22,590 | | $1,616 | | $13,963 | | $38,169 | ||||
| Income recognized | | 2,431 | | | 316 | | | 93 | | | 2,840 |
| Contributions / (distributions) | | 425 | | | (735) | | | 630 | | | 320 |
| Foreign currency loss | | — | | | — | | | 1,578 | | | 1,578 |
| Transfers | | 16,264 | | | — | | | (16,264) | | | — |
| Balance, December 31, 2023 | $41,710 | | $1,197 | | $— | | $42,907 | ||||
| Sale of Investments | | — | | | (790) | | | — | | | (790) |
| Income recognized | | 246 | | | 195 | | | — | | | 441 |
| Distributions | | — | | | (602) | | | — | | | (602) |
| Balance, December 31, 2024 | $41,956 | | $— | | $— | | $41,956 | ||||
| Impairments | | (5,310) | | | — | | | — | | | (5,310) |
| Balance, December 31, 2025 | $36,646 | | $— | | $— | | $36,646 | ||||
During the year ended December 31, 2025, the Company entered into an agreement to sell its India solar investment. As a result of this transaction, the Company recorded an impairment to the investment of$5.3 million. The impairment loss is recorded in other income in the Company’s consolidated income statement. The remaining book value of$11.2 million is recorded as Assets held for sale in the Company’s December 31, 2025 balance sheet. As of the date of this Report, the Company expects the sale to be complete in the first half of 2026. The remaining investments are included within other assets on the Company’s consolidated balance sheets.
Employee benefit plan investments
The Company has deferred compensation arrangements available to covered employees. The obligations of the plans will be settled in cash and the assets are recorded in other current assets on the consolidated balance sheets.
Redeemable Common Units and Warrants
The Company issued redeemable common units, and warrants to purchase additional common units, in a subsidiary of the Company in conjunction with its acquisition of Alaska Communications. The Company also issued redeemable common units in a subsidiary in conjunction with its acquisition of Sacred Wind. The instruments are redeemable at the option of the holder. The common units are carried at the higher of historical cost or fair value and the warrants to purchase common units are recorded at fair value in the Company’s financial statements. The Sacred Wind put option begins in November 2026 and the Alaska Communications put options begin at the earlier of a qualifying initial public offering of Alaska Communications or July 2028. The Company calculates the fair value of the instruments using a discounted cash flows and market approach with level 3 inputs.
Other Fair Value Disclosures
The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable and accrued expenses approximate their fair values because of the relatively short-term maturities of these financial instruments.
The fair value of long-term debt is estimated using Level 2 inputs. At December 31, 2025, the fair value of long-term debt, including the current portion, was $572.3 million and its book value was $565.2 million. At December 31, 2024, the fair value of long-term debt, including the current portion, was $564.4 million and its book value was $557.4 million.
The fair value of the customer receivable credit facility is estimated using Level 2 inputs. At December 31, 2025, the fair value of the customer receivable credit facility, including the current portion, was $39.2 million and its book value was $39.6 million. At December 31, 2024, the fair value of the customer receivable credit facility, including the current portion, was$42.7 million and its book value was $44.2 million.
Net Loss Per Share
The following table reconciles the numerator and denominator in the computations of basic and diluted earnings per share (in thousands):
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | Year ended December 31, | |||||||
| · 2025 · · 2024 · · 2023 | ||||||||
| Numerator: | | | | | | | | |
| Net loss attributable to ATN International, Inc. stockholders- Basic | | (14,906) | | | (26,429) | | | (14,538) |
| Less: Preferred dividends | | (6,116) | | | (5,610) | | | (4,942) |
| Net loss attributable to ATN International, Inc. common stockholders- Basic and Diluted | $(21,022) | | $(32,039) | | $(19,480) | |||
| | | | | | | | | |
| Denominator: | | | | | | | | |
| Weighted-average shares outstanding- Basic | | 15,218 | | | 15,229 | | | 15,595 |
| Weighted-average shares outstanding- Diluted | | 15,218 | | | 15,229 | | | 15,595 |
Redeemable Noncontrolling Interests
Sacred Wind Enterprises
In connection with the Company’s acquisition of Sacred Wind in 2022, the Company issued common redeemable noncontrolling interests to selling shareholders of Sacred Wind. The common units contain a put option allowing the holder to sell the common units to a subsidiary of the Company at the then fair market value. The common units are carried at the higher of historical cost or fair value. In 2025, the units were carried at fair value of$15.0 million, which was higher than the historical cost of $10.1 million. At December 31, 2024, the units were carried at historical cost of$10.6 million, which was higher than the fair value of $10.1 million.
Alaska Communications
In connection with the Company’s ownership in Alaska Communications, the Company has accounted for equity instruments as redeemable noncontrolling interests in its consolidated financial statements. The redeemable noncontrolling interests consists of redeemable common units and redeemable preferred units. The common units contain a put option allowing the holder to sell the common units to a subsidiary of the Company at the then fair market value. The put option begins at the earlier of a future initial public offering of the Alaska Communications operations or
July 2028. The fair value of the common units waszero as of December 31, 2025 and 2024. The redeemable preferred equity carries a 9% preferred dividend which compounds quarterly. The preferred units contain a put option allowing the holder to sell the preferred units to a subsidiary of the Company at the unpaid issuance price plus unpaid dividends. The put option begins at the earlier of a future initial public offering of the Alaska Communications operations or July 2028. The preferred units had a book value of $71.8 million and $65.7 million as of December 31, 2025 and 2024, respectively. The preferred units book value includes an unpaid preferred dividend of$23.5 million and $17.4 million as of December 31, 2025 and 2024, respectively. Lastly, the Company issued warrants in the Alaska Communications operations allowing the holders to purchase an additional 3% of the common units at a fixed price. The value of the warrants waszero and $0.3 million as of December 31, 2025 and 2024, respectively.
For the year ended December 31, 2025 and 2024 the Company allocated losses of $14.1 million and $17.7 million, respectively, to the redeemable common units representing their proportionate share of operating losses. The Company then compared the book value of the common units to the fair value and the fair value exceeded the book value. As a result, the book value was increased by$18.5 million and $2.5 million during the years ended December 31, 2025 and 2024, respectively.
The following table provides a roll forward of the activity related to the Company’s redeemable noncontrolling interests for year ended December 31, 2025 and 2024:
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| · Redeemable Preferred Units · · Redeemable Common Units · · Total Redeemable Noncontrolling Interests | ||||||||
| Balance, December 31, 2024 | $65,704 | | $10,599 | | $76,303 | |||
| Accrued preferred dividend | | 6,116 | | | — | | | 6,116 |
| Allocated net loss | | — | | | (14,123) | | | (14,123) |
| Change in fair value | | — | | | 18,525 | | | 18,525 |
| Balance, December 31, 2025 | $71,820 | | $15,001 | | $86,821 | |||
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| · Redeemable Preferred Units · · Redeemable Common Units · · Total Redeemable Noncontrolling Interests | ||||||||
| Balance, December 31, 2023 | $60,094 | | $25,823 | | $85,917 | |||
| Accrued preferred dividend | | 5,610 | | | — | | | 5,610 |
| Allocated net loss | | — | | | (17,674) | | | (17,674) |
| Change in fair value | | — | | | 2,450 | | | 2,450 |
| Balance, December 31, 2024 | $65,704 | | $10,599 | | $76,303 | |||
Stock-Based Compensation
The Company applies the fair value recognition provision of ASU 2018-07, “Compensation—Stock Compensation (Topic 718)” and is expensing the fair value of all stock-based compensation over the vesting periods of such awards within stock-based compensation in its Income Statement.
Business Combinations
The Company accounts for business combinations using the acquisition method of accounting, under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed using the fair values
determined by management as of the acquisition date. Contingent consideration obligations that are elements of the consideration transferred are recognized as of the acquisition date as part of the fair value transferred in exchange for the acquired business. Post-combination changes in the fair value of asset or liability classified contingent consideration are recorded in operating income. Acquisition-related costs incurred in connection with a business combination are expensed as incurred.
Recent Accounting Pronouncements
In December 2023, the FASB released ASU No. 2023-09, “Enhancements to Income Tax Disclosures” (“ASU 2023-09”) with the aim of improving the clarity and usefulness of income tax disclosures. The update focuses primarily on enhancing disclosures related to rate reconciliation and income taxes paid. ASU 2023-09 becomes effective for annual reporting periods starting after December 15, 2024, with early adoption permitted. While the changes prescribed by ASU 2023-09 are implemented prospectively, retrospective application is also allowed. The Company adopted ASU 2023-09 on a prospective basis, effective for the 2025 tax year.
In November 2024, the FASB issued ASU No. 2024-03, “Disaggregation of Income Statements Expenses (DISE)” (“ASU 2024-03”), which requires that a public entity provide additional disclosure of the nature of expenses included in the income statement. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 will be effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with retrospective application. The standard allows early adoption of these requirements and the Company is currently evaluating the disclosure impacts of adoption.
In September 2025, the FASB issued ASU No. 2025-06, “Intangibles - Goodwill and Other – Internal Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”). ASU 2025-06 removes references to software development project stages and requires software cost capitalization when two criteria are met (i) management has authorized and committed to funding the project, and (ii) it is probable that the project will be completed and used as intended. ASU 2025-06 will be effective for annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impacts of its adoption.
In July 2025, the FASB issued ASU No. 2025-05, “Measurement of Credit Losses for Accounts Receivable and Contract Assets” (ASU 2025-05), which provides a practical expedient for all entities to assume current conditions as of the balance sheet date will remain through the reasonable and supportable forecast period for eligible assets. Entities will be required to adjust the historical data used in the estimation of credit losses to reflect current conditions. ASU 2025-05 is effective for annual and interim periods beginning after December 15, 2025 and should be applied prospectively. The Company is currently evaluating the impacts of its adoption.
In December 2025, the FASB issued ASU 2025-10 Government Grants (Topic 832) – Accounting for Government Grants Received by Business Entities (“ASU 2025-10”), which provides specific authoritative guidance for recognition, measurement, and presentation of government grants. ASU 2025-10 is effective on a prospective or retrospective basis for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. The standard allows for early adoption of these requirements, and the Company is currently evaluating the impacts of its adoption.
In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic 270) – Narrow-Scope Improvements (“ASU 2025-11”), which provides additional guidance on disclosures that should be provided for interim reporting periods. ASU 2025-11 is effective on a prospective or retrospective basis for interim reporting periods within annual reporting periods beginning after December 15, 2027. The standard allows for early adoption of these requirements, and the Company is currently evaluating the impacts of its adoption.
3. REVENUE AND RECEIVABLES
Revenue Accounted for in Accordance with Other Guidance
The Company records revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) from contracts with customers and ASC Topic 842, “Leases” (“ASC 842”) from lease agreements, as well as government grants. Lease revenue recognized under ASC 842 is disclosed in Note 4 and government grant revenue is disclosed in Note 8.
Timing of Revenue Recognition
Revenue accounted for in accordance with ASC 606 consisted of the following for the periods presented below*.*
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, 2025 | |||||||||
| · · International · · US · · · | |||||||||
| · · Telecom · · Telecom · · Total | |||||||||
| Services transferred over time | | $360,108 | | $280,272 | | $640,380 | |||
| Goods and services transferred at a point in time | | | 15,581 | | | 11,181 | | | 26,762 |
| Total revenue accounted for under ASC 606 | | $375,689 | | $291,453 | | $667,142 | |||
| Operating lease income | | | 782 | | | 7,926 | | | 8,708 |
| Government support revenue (1) | | | 5,410 | | | 46,715 | | | 52,125 |
| Total revenue | | $381,881 | | $346,094 | | $727,975 | |||
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, 2024 | |||||||||
| · · International · · US · · · | |||||||||
| · · Telecom · · Telecom · · Total | |||||||||
| Services transferred over time | | $356,564 | | $290,335 | | $646,899 | |||
| Goods and services transferred at a point in time | | | 14,944 | | | 12,154 | | | 27,098 |
| Total revenue accounted for under ASC 606 | | $371,508 | | $302,489 | | $673,997 | |||
| Operating lease income | | | 381 | | | 7,991 | | | 8,372 |
| Government support revenue (1) | | | 5,574 | | | 41,132 | | | 46,706 |
| Total revenue | | $377,463 | | $351,612 | | $729,075 | |||
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, 2023 | |||||||||
| · · International · · US · · · | |||||||||
| · · Telecom · · Telecom · · Total | |||||||||
| Services transferred over time | | $347,769 | | $326,966 | | $674,735 | |||
| Goods and services transferred at a point in time | | | 17,086 | | | 18,059 | | | 35,145 |
| Total revenue accounted for under ASC 606 | | $364,855 | | $345,025 | | $709,880 | |||
| Operating lease income | | | 289 | | | 7,488 | | | 7,777 |
| Government support revenue (1) | | | 5,589 | | | 38,970 | | | 44,559 |
| Total revenue | | $370,733 | | $391,483 | | $762,216 | |||
| (1) | Revenue recognized from government funded programs. Refer to Note 8. |
Contract Assets and Liabilities
Contract assets and liabilities consisted of the following (amounts in thousands):
| · · · · · · · · · · · · · | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2025 · · December 31, 2024 · · · $ Change · · % Change | ||||||||||||
| Contract asset – current | | $3,748 | | $3,920 | | $(172) | | | (4.4)% | |||
| Contract asset – noncurrent | | | 5,887 | | | 5,368 | | | 519 | | | 9.7% |
| Contract liability – current | | | (27,758) | | | (28,932) | | | 1,174 | | | (4.1)% |
| Contract liability – noncurrent | | | (48,084) | | | (55,116) | | | 7,032 | | | (12.8)% |
| Net contract liability | | $(66,207) | | $(74,760) | | $8,553 | | | (11.4)% | |||
The contract asset-current is included in prepayments and other current assets, the contract asset-noncurrent is included in other assets, the contract liability-current is included in advance payments and deposits, and the contract liability-noncurrent is included in deferred revenue, long-term and other liabilities on the Company’s balance sheet. The decrease in the Company’s net contract liability was due to the recognition of contract liabilities as revenue during the year ended December 31, 2025. During the year ended December 31, 2025, the Company recognized revenue of$28.9 million related to its December 31, 2024 contract liability and amortized $4.0 million of the December 31, 2024 contract asset into revenue. During the year ended December 31, 2024, the Company recognized revenue of$30.5 million related to its December 31, 2023 contract liability and amortized $3.5 million of the December 31, 2023 contract asset into revenue.
Contract Acquisition Costs
The December 31, 2025 balance sheet includes contract acquisition costs of $11.2 million in other assets. The December 31, 2024 balance sheet includes contract acquisition costs of$10.7 million. During the years ended December 31, 2025, 2024 and 2023 the Company amortized$7.0 million, $6.6 million and $5.6 million, respectively, of contract acquisition cost.
Remaining Performance Obligations
Remaining performance obligations represent the transaction price allocated to unsatisfied performance obligations of certain multiyear Mobility and Fixed communication services contracts, Managed Services contracts, and the Company’s Carrier Services construction and service contracts. The transaction price allocated to unsatisfied performance obligations was$563 million and $598 million at December 31, 2025 and December 31, 2024, respectively. The Company expects to satisfy approximately 47% of the remaining performance obligations and recognize the transaction price within 24 months and approximately $60 million annually from 2027 through 2032. The Company omits performance obligations with a duration of one year or less and variable consideration under the right to invoice or wholly unsatisfied performance obligation practical expedients from this disclosure.
Disaggregation
The Company's revenue is presented on a disaggregated basis in Note 13 based on an evaluation of disclosures outside the financial statements, information regularly reviewed by the chief operating decision maker for evaluating the financial performance of operating segments and other information that is used for performance evaluation and resource allocations. This includes revenue from Communication Services revenue, Construction revenue and Other revenue. Communication Services is further disaggregated into Mobility, Fixed, Carrier Services, and Other revenue. Construction revenue represents revenue generated within the Company’s US Telecom segment for the construction of network cell sites related to the FirstNet Agreement. Other revenue consists of Managed Services revenue. Each of the revenue streams is presented for the Company’s International Telecom and US Telecom segments. This disaggregation of revenue depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
Receivables
The Company had gross receivables of $96.2 million and $98.8 million as of December 31, 2025 and 2024, respectively. The Company also recorded allowances for credit losses of$15.5 million and $15.1 million as of December 31, 2025 and 2024, respectively.
In addition, the Company also recorded a receivable under the FirstNet Agreement totaling $43.9 million, of which $8.8 million was current and $35.1 million was long-term, and had a receivable under that same agreement of $49.0 million as of December 31, 2024, of which $8.0 million was current and $41.0 million was long-term. As of December 31, 2025, the Company had recorded$45.1 million of receivables under certain government support agreements, which included $31.9 million under the Replace and Remove Program and $13.3 million related to the Company’s participation in other government support programs. At December 31, 2024, the Company had recorded$50.5 million of receivables under certain government support agreements, which included $37.7 million under the Replace and Remove Program and $12.8 million related to the Company’s participation in other government support programs.
The Company monitors receivables through the use of historical operating data adjusted for expectation of future performance as appropriate. Activity in the allowance for credit losses is below:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Year Ended December 31, | ||||||
| · · 2025 · · 2024 | ||||||
| | | | | | | |
| Balance at beginning of period | $15,132 | | $16,362 | |||
| Current period provision for expected losses | | 8,809 | | | 5,946 | |
| Write-offs charged against the allowance | | (9,273) | | | (7,494) | |
| Recoveries collected | | | 840 | | | 318 |
| Balance at end of period | | $15,508 | | $15,132 | ||
4. LEASES
The Company has operating and financing leases for towers, land, corporate offices, retail facilities, and data transport capacity. The terms of the leases vary and some include additional renewal options.
Supplemental lease information
The components of lease expense were as follows (in thousands):
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | Year ended December 31, | |||||||
| · 2025 · · 2024 · · 2023 | ||||||||
| Operating lease cost: | | | | | | | | |
| Operating lease cost | $24,516 | | $23,157 | | $23,232 | |||
| Short-term lease cost | | 5,846 | | | 2,578 | | | 2,866 |
| Variable lease cost | | 7,085 | | | 5,585 | | | 4,896 |
| Total operating lease cost | $37,447 | | $31,320 | | $30,994 | |||
| | | | | | | | | |
| Finance lease cost: | | | | | | | | |
| Amortization of right-of-use asset | $5,782 | | $5,618 | | $2,930 | |||
| Variable costs | | 602 | | | 741 | | | 814 |
| Interest costs | | 346 | | | 390 | | | 372 |
| Total finance lease cost | $6,730 | | $6,749 | | $4,116 | |||
During the year ended December 31, 2025 and 2024, the Company paid $24.5 million and $20.6 million, respectively, related to operating lease liabilities. Also during the years ended December 31, 2025 and 2024, the Company recorded$19.7 million and $19.4 million, respectively, of lease liabilities arising from ROU assets.
At December 31, 2025, finance leases with a net book value of $24.2 million were included in fixed assets, net. During the year ended December 31, 2025, the Company paid$1.8 million for finance lease liabilities, of which $1.5 million was classified as financing and $0.3 million was classified as operating cash outflows. At December 31, 2025, finance leases had a lease liability of$3.8 million, of which $0.7 million was current. At December 31, 2024, finance leases with a net book value of$29.6 million were included in fixed assets, net. During the year ended December 31, 2024, the Company paid$20.8 million for finance lease liabilities, of which $18.5 million was classified as investing, $1.9 million was classified as financing, and $0.4 million was classified as operating cash outflow. At December 31, 2024, finance leases had a lease liability of$4.7 million, of which $1.3 million was current.
The weighted average remaining lease terms and discount rates as of December 31, 2025 and December 31, 2024 are noted in the table below:
| | | | | | |
|---|---|---|---|---|---|
| · December 31, 2025 · · December 31, 2024 | |||||
| Weighted-average remaining lease term | | | | | |
| Operating leases | | 11.8 years | | | 12.6 years |
| Financing leases | | 5.6 years | | | 11.5 years |
| | | | | | |
| Weighted-average discount rate | | | | | |
| Operating leases | | 7.8% | | | 6.8% |
| Financing leases | | 8.7% | | | 7.4% |
Maturities of lease liabilities as of December 31, 2025 were as follows (in thousands):
| | | | | | |
|---|---|---|---|---|---|
| · Operating Leases · · Financing Leases | |||||
| 2026 | | 18,712 | | | 668 |
| 2027 | | 17,143 | | | 996 |
| 2028 | | 13,051 | | | 727 |
| 2029 | | 9,395 | | | 527 |
| 2030 | | 7,133 | | | 516 |
| Thereafter | | 72,553 | | | 1,548 |
| Total lease payments | | 137,987 | | | 4,982 |
| Less imputed interest | | (52,667) | | | (1,134) |
| Total | $85,320 | | $3,848 | ||
Maturities of lease liabilities as of December 31, 2024 were as follows (in thousands):
| | | | | | |
|---|---|---|---|---|---|
| · Operating Leases · · Financing Leases | |||||
| 2025 | $20,764 | | $1,649 | ||
| 2026 | | 15,881 | | | 847 |
| 2027 | | 12,949 | | | 825 |
| 2028 | | 9,901 | | | 632 |
| 2029 | | 7,134 | | | 516 |
| Thereafter | | 79,843 | | | 1,630 |
| Total lease payments | | 146,472 | | | 6,099 |
| Less imputed interest | | (57,512) | | | (1,402) |
| Total | $88,960 | | $4,697 | ||
Lessor Disclosure
The Company is the lessor in agreements to lease the use of its network assets including its cell sites and buildings. For the years ended December 31, 2025, 2024, and 2023, the Company recorded$8.9 million, $8.4 million, and $7.8 million, respectively, of lease income from agreements pursuant to which the Company is the lessor. Lease income is classified as Carrier Services revenue in the statement of operations.
The following table presents the maturities of future undiscounted lease payments for the periods indicated:
| | | |
|---|---|---|
| 2026 | $8,437 | |
| 2027 | | 7,077 |
| 2028 | | 6,364 |
| 2029 | | 4,746 |
| 2030 | | 2,745 |
| Thereafter | | 6,621 |
| Total future lease payments | $35,990 |
5. FIXED ASSETS:
As of December 31, 2025 and 2024, property, plant and equipment consisted of the following (in thousands):
| · · · · · · · · · | |||||||
|---|---|---|---|---|---|---|---|
| · · Useful Life · · · · · · · | |||||||
| · · (in Years) · · 2025 · · 2024 | |||||||
| Telecommunications equipment and towers | 2 -15 | | $1,514,109 | | $1,571,145 | | |
| Office and computer equipment | 3 -10 | | 110,132 | | 112,371 | | |
| Buildings | 15-39 | | 101,763 | | 100,533 | | |
| Transportation vehicles | 3 -10 | | 21,151 | | 20,335 | | |
| Leasehold improvements | Shorter of usefullife or lease term | | 17,369 | | 16,902 | | |
| Land | — | | 26,066 | | 25,887 | | |
| Furniture and fixtures | 5 -10 | | 7,469 | | 9,189 | | |
| Total property, plant and equipment | | | | 1,798,059 | | 1,856,362 | |
| Construction in progress | | | | 349,777 | | 272,559 | |
| Total property, plant and equipment | | | | 2,147,836 | | 2,128,921 | |
| Less: Accumulated depreciation | | | | (1,156,069) | | (1,088,728) | |
| Net fixed assets | | | | $991,767 | | $1,040,193 | |
Depreciation and amortization of fixed assets, using the straight-line method over the assets’ estimated useful life, for the years ended December 31, 2025, 2024 and 2023 was $133.0 million, $138.3 million and $141.6 million, respectively. Included within telecommunication equipment and towers are finance leases with a net book value of$24.2 million and $29.6 million, as of December 31, 2025 and 2024, respectively.
For the years ended December 31, 2025 and 2024, the Company received grant capital expenditure reimbursements of $74.3 million and $95.8 million, respectively, which are reflected in the balance sheet as a reduction to property, plant and equipment.
The Company had $15.9 million and $10.9 million of capitalized implementation costs at December 31, 2025 and 2024, respectively. The Company amortized$1.2 million and $2.1 million of implementation costs during the year ended December 31, 2025 and 2024, respectively.
During 2024, the Company disposed of real estate assets in its International Telecom segment with a book value of $0.5 million. The Company received$17.8 million of sale proceeds recognizing a gain of $15.5 million and selling costs of $1.8 million.
6. GOODWILL AND INTANGIBLE ASSETS
Goodwill
The Company tests goodwill for impairment at each of its reporting units on an annual basis, which has been determined to be as of October 1st. The Company’s reporting units are one level below its operating segments. The Company also tests goodwill between annual tests if an event occurs or circumstances change that indicate that the fair value of a reporting unit may be below its carrying value.
The Company’s qualitative goodwill impairment test includes, but is not limited to, assessing macroeconomic conditions, industry and market considerations, technological changes and trends, and overall financial performance of the reporting unit. The Company’s quantitative test for goodwill impairment involves a comparison of the estimated fair value of a reporting unit to its carrying amount, including goodwill. The Company determines the fair value of a reporting unit using the income approach. The income approach is based on a discounted cash flow (“DCF”) model. The DCF model requires the exercise of significant judgment, including judgments and assumptions about appropriate discount rates and revenue growth. Discount rates are based on a weighted-average cost of capital (“WACC”), which represents the average rate a business must pay its providers of debt and equity. The revenue growth and cash flows employed in the DCF model were derived from internal cash flow forecasts and external market forecasts.
For its annual impairment analysis, as of October 1, 2025, the Company performed a qualitative analysis for the goodwill held in its International Telecom segment. The Company’s analysis concluded that no impairment was necessary in 2025.
During the year ended December 31, 2024, the Company completed an impairment assessment for its US Telecom segment after identifying events that indicate that the fair value of a reporting unit may be below its carrying value. These events included the Company’s continued shift away from wholesale roaming and retail operations towards carrier managed services and fixed broadband services, delays in completing significant network upgrade projects, the conclusion of certain government subsidy programs leading to slower consumer growth, and delays in enterprise sales and delivery. The combination of these events led to the reporting unit being unable to meet key financial and operational forecasted targets. As a result of these events, the Company performed a quantitative analysis for the$35.3 million of goodwill held in its US Telecom segment. The analysis, using an income approach, indicated that book value of reporting unit was above the fair value of the reporting unit. As a result, the Company recorded an impairment of$35.3 million during 2024.
The Company also completed a qualitative analysis of the goodwill held in its International Telecom segment and determined thatno impairment was necessary in 2024.
The table below discloses goodwill recorded in each of the Company’s segments and accumulated impairment changes (in thousands):
| · · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · · International · · US · · · | ||||||
| | | Telecom | | Telecom | | Consolidated |
| Balance at December 31, 2024 and December 31, 2025 · · · · · · · · · | ||||||
| Goodwill | | $25,422 | | $35,269 | | $60,691 |
| Accumulated Impairment | | (20,587) | | (35,269) | | (55,856) |
| Goodwill, net of accumulated impairment | | 4,835 | | — | | 4,835 |
Telecommunications Licenses
The Company tests those telecommunications licenses that are indefinite-lived for impairment on an annual basis, which has been determined to be as of October 1st. The Company also tests telecommunication licenses that are indefinite-lived between annual tests if an event occurs or circumstances change that indicate that the fair value of a reporting unit may be below its carrying value.
The Company’s qualitative impairment test includes, but is not limited to, assessing macroeconomic conditions, industry and market considerations, technological changes and trends, overall financial performance, and legal and regulatory changes. The Company’s quantitative test for impairment involves a comparison of the estimated fair value of an asset to its carrying amount. The Company determines the fair value using either a market or income approach. The market approach uses prices generated by market transactions involving comparable assets. The income approach uses a DCF model. The DCF requires the exercise of significant judgement including Level 3 valuation inputs.
The Company performed a qualitative assessment for all of its reporting units during its annual impairment assessment of its indefinite lived telecommunication licenses in 2025 and 2024. The assessment determined that there were no indications of potential impairment.
The changes in the carrying amount of the Company’s telecommunications licenses, by operating segment, were as follows (in thousands):
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · International · · US · · · · | ||||||||||
| · · Telecom · · Telecom · · Consolidated | ||||||||||
| Balance at December 31, 2023 | | $34,798 | | $78,521 | | $113,319 | | |||
| Acquired licenses | | — | | — | | | — | | ||
| Dispositions | | — | | — | | | — | | ||
| Balance at December 31, 2024 | | $34,798 | | $78,521 | | $113,319 | | |||
| Acquired licenses | | — | | — | | | — | | ||
| Dispositions | | | — | | | (7,833) | | | (7,833) | |
| Balance at December 31, 2025 | | $34,798 | | $70,688 | | $105,486 | | |||
During 2025, the Company sold certain telecommunication licenses in its US Telecom segment with a book value of $7.8 million for $14 million and recognized a gain of $6.2 million on the disposition.
Customer Relationships
The customer relationships are being amortized on an accelerated basis, over the expected period during which their economic benefits are to be realized. The Company recorded $3.4 million, $6.3 million, and $11.1 million of amortization related to customer relationships during the years ended December 31, 2025, 2024, and 2023, respectively.
Future amortization of customer relationships is as follows (in thousands):
| | | |
|---|---|---|
| | | |
| | | |
| · International Telecom | ||
| 2026 | $576 | |
| 2027 | | 576 |
| 2028 | | 276 |
| 2029 | | 63 |
| 2030 | | — |
| Total | $1,491 | |
Other Intangible Assets
Other intangible assets includes $6.0 million and $7.1 million of trade names on the Company’s balance sheet as of December 31, 2025 and 2024, respectively. The Company recorded$1.2 million, $1.3 million and $1.3 million of amortization related to trade names during each of the years ended December 31, 2025, 2024, and 2023.
The tradenames have definite lives and future amortization of the trade names is as follows:
| | | | | | |
|---|---|---|---|---|---|
| · International Telecom · · US Telecom | |||||
| 2026 | $209 | | $769 | ||
| 2027 | | 36 | | | 718 |
| 2028 | | — | | | 657 |
| 2029 | | — | | | 619 |
| 2030 | | — | | | 569 |
| Thereafter | | — | | | 2,381 |
| Total | $245 | | $5,713 | ||
7.LONG-TERMDEBT
2023 CoBank Credit Facility
On July 13, 2023, the Company, along with certain of its subsidiaries as guarantors, entered into a Credit Agreement (as may be amended from time to time, the “2023 CoBank Credit Agreement”) with CoBank, ACB (“CoBank”) and a syndicate of other lenders (the “2023 CoBank Credit Facility”). On July 10, 2024, the Company amended the 2023 CoBank Credit Agreement to add certain subsidiaries as guarantors and to provide further flexibility in order to accept certain grant and government program obligations.
The 2023 CoBank Credit Facility provides for afive-year $170 million revolving credit facility (the “2023 CoBank Revolving Loan”) and asix-year $130 million term loan facility (the “2023 CoBank Term Loan”). The Company may use (i) up to $25 million under the 2023 CoBank Revolving Loan for letters of credit, and (ii) up to $20 million under a swingline sub-facility.
The 2023 CoBank Term Loan has scheduled quarterly principal payments in the amounts set forth below, with the outstanding principal balance maturing on July 13, 2029. The 2023 CoBank Revolving Loan may be repaid at any time on or prior to its maturity on July 13, 2028. All amounts outstanding under the 2023 CoBank Credit Facility will be due and payable upon the earlier of the maturity date or the acceleration of the loans and commitments upon an event of default.
| | |
|---|---|
| 2023 CoBank Term Loan Quarterly Payment Dates | 2023 CoBank Term Loan Quarterly Repayments |
| December 31, 2023 – June 30, 2025 | $812,500 (2.5% per annum) |
| September 30, 2025 – June 30, 2026 | $1,625,000 (5% per annum) |
| September 30, 2026 – June 30, 2029 | $2,437,500 (7.5% per annum) |
Amounts borrowed under the 2023 CoBank Credit Facility bear interest at a rate equal to, at the Company’s option, either (i) the secured overnight financing rate (“SOFR”) as administered by the Federal Reserve Bank of New York plus an applicable margin ranging between 2.00% to 3.75% for the 2023 CoBank Term Loan and 1.75% to 3.50% for the 2023 CoBank Revolving Loan or (ii) a base rate plus an applicable margin ranging from 1.00% to 2.75% for the 2023 CoBank Term Loan and 0.75% to 2.50% for the 2023 CoBank Revolving Loan. 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 one-month SOFR rate (ii) the federal funds effective rate (as defined in the 2023 CoBank Credit Agreement) plus 0.50% per annum; or (iii) the prime rate (as defined in the 2023 CoBank Credit Agreement). The applicable margin is determined based on the ratio (as further defined in the 2023 CoBank Credit Agreement) of the Company’s maximum Total Net Leverage Ratio (as defined in the 2023 CoBank Credit Agreement). Under the terms of the 2023 CoBank Credit Agreement, the Company must also pay a fee ranging from 0.25% to 0.50% on the average daily unused portion of the 2023 CoBank Credit Facility over each calendar quarter.
The 2023 CoBank Credit Agreement contains a financial covenant (as further defined in the 2023 CoBank Credit Agreement) that imposes a maximum Total Net Leverage Ratio, as well as customary representations, warranties and covenants, including covenants limiting additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, sale and leasebacks, transactions with affiliates and fundamental changes. The maximum Total Net Leverage Ratio is measured each fiscal quarter and is required to be less than or equal to 3.25 to 1.0. The 2023 CoBank Credit Agreement provides for events of default customary for credit facilities of this type, including but not limited to non-payment, defaults on other debt, misrepresentation, breach of covenants, representations and warranties, insolvency and bankruptcy.
The Company capitalized $4.5 million of fees associated with the 2023 CoBank Credit Facility, which are being amortized over the life of the debt and $2.5 million were unamortized as of December 31, 2025.
As of December 31, 2025, the Company had $121.1 million outstanding under the 2023 CoBank Term Loan and $57.6 million under the 2023 CoBank Revolving Loan. As of December 31, 2025, the Company had$112.4 million of availability under the 2023 CoBank Revolving Loan. The Company was in compliance with all financial covenants as of December 31, 2025.
In connection with the proposed Tower Portfolio Transaction, on February 11, 2026, the Company entered into a Consent Agreement (the “Consent”) with CoBank, as Administrative Agent and the Lenders and Voting Participants (constituting Required Lenders (as defined in the 2023 CoBank Credit Agreement)) party thereto, in connection with the 2023 CoBank Credit Agreement. (Refer to Note 14).
In October 2023, the Company entered into atwo-year, forward starting one-month floating to fixed SOFR interest rate swap agreement. The swap was effective November 13, 2023 in a non-amortizing notional amount of $50.0 million, had a fixed SOFR rate of 4.896% and matured on November 13, 2025. The swap agreement had a fair value of $(0.3) million as of December 31, 2024.
Letter of Credit Facility
On November 14, 2022, the Company entered into a General Agreement of Indemnity to issue performance Standby Letters of Credit on behalf of the Company and its subsidiaries. As of December 31, 2025,$35.3 million of Standby Letters of Credit had been issued under this agreement.
2024 Alaska Credit Facility
On August 29, 2024, Alaska Communications entered into a Credit Agreement (the “2024 Alaska Credit Agreement”) with Bank of America, N.A., as administrative agent, and a syndicate of lenders (the “2024 Alaska Credit Facility”), to provide debt financing in the form of a $300 million, five-year secured term loan facility (the “2024 Alaska Term Facility”) and a $90 million revolving facility (the “2024 Alaska Revolving Facility”). The maturity date for the 2024 Alaska Credit Facility is August 29, 2029.
The 2024 Alaska Term Facility proceeds were used (a) to refinance Alaska Communications’ outstanding indebtedness under the 2022 Alaska Credit Facility (as defined below) in the amount of approximately $279 million plus accrued and unpaid interest, (b) to pay fees and expenses associated with the completion of this transaction, and (c)for general corporate purposes. As of December 31, 2025,$300.0 million was outstanding under the 2024 Alaska Term Facility.
Proceeds from the 2024 Alaska Revolving Facility are used, subject to certain limitations, (a) to issue letters of credit to replace or backstop existing letters of credit of Alaska Communications and its direct and indirect subsidiaries, and (b) for working capital purposes, capital expenditures and other general corporate purposes. As of December 31, 2025, $14.5 million was outstanding under the 2024 Alaska Revolving Facility and $0.6 million of letters of credit were issued. As a result,$74.9 million was available under the 2024 Alaska Revolving Facility as of December 31, 2025.
The 2024 Alaska Credit Facility also provides for incremental term loans (“Incremental Term Loans”) up to an aggregate principal amount of the greater of $91 million and Alaska Communications’ trailing consolidated twelve-month EBITDA (as defined in the 2024 Alaska Credit Agreement), subject to Alaska Communications meeting certain conditions.
In connection with the 2024 Alaska Credit Facility, Alaska Communications incurred $6.9 million of fees and rolled over $2.1 million of fees for the 2022 Alaska Credit Facility to be amortized over the life of the debt. As of December 31, 2025, Alaska Communications had$6.6 million of unamortized fees, which are being amortized over the life of the debt, associated with the 2024 Alaska Credit Facility.
Amounts outstanding under the 2024 Alaska Credit Facility bear an interest rate of the following:
| | | | | |
|---|---|---|---|---|
| Tier / Level | Alaska Communications Total Net Leverage Ratio | Applicable Margin for Term SOFR Loans and L/C Participation Fees | Applicable Margin for Base Rate Loans and Reimbursement Obligations | Applicable Margin for Commitment Fees |
| I | Greater than 4.00:1.00 | 4.50% | 3.50% | 0.40% |
| II | Less than or equal to 4.00:1.00 but greater than 3.25:1.00 | 4.00% | 3.00% | 0.35% |
| III | Less than or equal to 3.25:1.00 but greater than 2.50:1.00 | 3.50% | 2.50% | 0.30% |
| IV | Less than or equal to 2.50:1.00 | 3.00% | 2.00% | 0.25% |
Principal payments on the 2024 Alaska Term Facility are due quarterly commencing in the fourth quarter of 2026 in quarterly amounts as follows: from the fourth quarter of 2026 through the third quarter of 2027, $1,875,000; and from the fourth quarter of 2027 through the second quarter of 2029, $3,750,000. The remaining unpaid balance is due on the final maturity date. Payments on any principal amount outstanding under the Incremental Term Loans will be made in installments, on the dates and in the amounts set forth in the applicable amendment for such Incremental Term Loans. Alaska Communications may prepay all revolving loans under the 2024 Alaska Revolving Facility at any time without
premium or penalty (other than any customary SOFR breakage costs), subject to certain notice requirements and balance restrictions.
Alaska Communications is required to maintain financial ratios, based on a calculation of EBITDA defined in the 2024 Alaska Credit Agreement, including (a) a maximum Consolidated Net Total Leverage Ratio (as defined in the 2024 Alaska Credit Agreement) of 4.75:1.00, stepping down to 4.50:1.00 beginning with the third quarter of 2027, and stepping down to 4.25:1.00 beginning with the third quarter of 2028; and (b) a minimum Consolidated Fixed Charge Coverage Ratio of not less than 1.25:1.00. The 2024 Alaska Credit Agreement contains customary covenants restricting the incurrence or assumption of debt, granting or assuming liens, declaring dividends and making other restricted payments, making investments, dispositions, engaging in transactions with affiliates, changes to the nature of business, modifying organizational documents and material agreements, entering into sale and leaseback transactions, amending or making prepayments on certain subordinated debt, and entering into mergers and acquisitions.
The 2024 Alaska Credit Facility is secured by substantially all of the personal property and certain material real property owned by Alaska Communications Systems Holdings, the parent company of Alaska Communications (“Holdings”), Alaska Communications, and its wholly owned subsidiaries, excluding, among other things, certain federal and state licenses where a pledge is prohibited by applicable law or is permitted only with the consent of a governmental authority that has not been obtained.
The 2024 Alaska Credit Agreement contains usual and customary affirmative and negative covenants of the parties for credit facilities of this type or as otherwise deemed appropriate by the administrative agent, subject to customary exceptions and materiality standards.
The Company is not a guarantor under the 2024 Alaska Credit Agreement, and the lenders have no recourse against the Company in the event of an occurrence of an Event of Default (as defined in the 2024 Alaska Credit Agreement).
2022 Alaska Credit Facility
On December 23, 2022, Alaska Communications entered into a Credit Agreement (the “2022 Alaska Credit Agreement”) with Fifth Third Bank, National Association, as administrative agent, and a syndicate of lenders (the “2022 Alaska Credit Facility”) to provide a Revolving Credit Commitment of $75.0 million (the “2022 Alaska Revolving Facility”) and Term Loan Commitment of $230.0 million (the “2022 Alaska Term Loan”).
The key terms and conditions of the 2022 Alaska Credit Facility included the following:
| ● | Amounts outstanding bore an interest rate of the forward-looking SOFR rate with a one-month interest period, plus the SOFR Spread Adjustment of 10 basis points, plus a margin ranging from 3.00% to 4.00% based on Alaska Communications’ Consolidated Total Net Leverage Ratio (as defined in the 2022 Alaska Credit Agreement) or at an alternate base rate at a margin that is 1% lower than the counterpart SOFR margin; |
| ● | Principal repayments of $1.4 million were made quarterly commencing with the fourth quarter of 2023; |
| ● | Alaska Communications was required to maintain financial ratios as defined in the 2022 Alaska Credit Facility, including (a) a maximum Consolidated Net Total Leverage Ratio of 4.00 to 1, stepping down to 3.75 to 1 beginning with the second quarter of 2024; and (b) a minimum Consolidated Fixed Charge Coverage Ratio of not less than 1.25 to 1. In addition to these financial ratios, Alaska Communications was subject to customary representations, warranties and covenants, including limitations on additional indebtedness, liens, consolidations, mergers, assets sales, advances, investments and loans, transactions |
with affiliates, sale and leaseback transactions, subordinated indebtedness, and changes in the nature of its business; and
| ● | The 2022 Alaska Credit Facility was non-recourse to us and was secured by substantially all of the personal property and certain material real property owned by Alaska Communications. |
On August 29, 2024, all outstanding amounts under the 2022 Alaska Credit Facility were repaid in full using the proceeds received upon the completion of the 2024 Alaska Credit Facility and the 2022 Alaska Credit Agreement was terminated.
Alaska Term Facility
On June 15, 2022, Holdings entered into a secured lending arrangement with Bristol Bay Industrial, LLC (the “Alaska Term Facility”).
The Alaska Term Facility provided for a secured delayed draw term loan in an aggregate principal amount of up to $7.5 million and the proceeds were used to pay certain invoices from a contractor for work performed in connection with a fiber build. Interest on the Alaska Term Facility accrued at a fixed rate of 4.0% and scheduled quarterly payments of principal commenced on March 31, 2023. The Alaska Term Facility was repaid in full during 2024.
Alaska Interest Rate Swap Agreements
In November 2023, Alaska Communications entered intotwo forward starting one-month floating to fixed SOFR interest rate swap agreements. The total non-amortizing notional amount of the agreements is $200 million, with fixed SOFR rates of 4.8695% and 4.8980%. The swap agreements had a fair value of $(0.5) million as of December 31, 2024, and matured on September 30, 2025.
On September 26, 2025, Alaska Communications entered into four forward starting one-month floating to fixed SOFR interest rate swap agreements. The total non-amortizing notional amount of thefour agreements was $200 million, with fixed SOFR rates ranging from 3.4290% to 3.4485% and have a maturity date of September 30, 2027. The swap agreements had a fair value of $(0.5) million as of December 31, 2025.
FirstNet Receivables Credit Facility
On March 26, 2020, Commnet Finance, a wholly owned subsidiary of Commnet Wireless, entered into a receivables credit facility with Commnet Wireless and CoBank (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 provides the loan security, relate to the obligations of AT&T under the FirstNet Agreement.
On December 27, 2024, CoBank amended the Receivables Credit Facility and extended the delayed draw period to December 31, 2025. There was no further extensions of the draw period.
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 accrue 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, 2025, Commnet Wireless had $39.9 million outstanding, of which $8.8 million was classified as being current and $31.1 million as long-term on the Company’s balance sheet under the Receivables Credit Facility. Commnet Wireless capitalized$0.8 million in fees associated with the Receivables Credit Facility which are being amortized over the life of the debt and $0.3 million were unamortized as of December 31, 2025.
OneGY Credit Facilities
On October 12, 2022 , OneGY entered into a $2.9 million term facility and a $5.7 million overdraft facility (the “Guyana Credit Facilities”) with Republic Bank (Guyana) Limited. The Guyana Credit Facilities were secured by real estate assets and carried a fixed interest rate of 7.5%. On November 29, 2024, the overdraft facility and term facility were canceled at the request of OneGY.
IDB Credit Facilities
On May 8, 2025, OneGY entered into a Credit Agreement (the “2025 IDB Credit Agreement”) with Inter-American Investment Corporation (“IDB Invest”) to provide (the “2025 IDB Credit Facilities”) a Revolving Credit Commitment of $10.0 million (the “2025 IDB Revolving Facility”) and Term Loan Commitment of up to $30.0 million (the “2025 IDB Term Loan”). The debt is secured by certain assets of OneGY and is not guaranteed by the Company.
Each disbursement under the 2025 IDB Revolving Facility requires an established repayment date. Amounts may be prepaid with prior notice to IDB Invest.
Beginning in the second quarter of 2027, amounts drawn on the 2025 IDB Term Loan must be repaid in quarterly principal payments in the amounts set forth below, with the outstanding principal balance maturing on the tenth anniversary of the effective date. The 2025 IDB Revolving Loan may be repaid at any time on, or prior to, its maturity of 360 days after the first disbursement date.
| | |
|---|---|
| 2025 IDB Term Loan Quarterly Payment Dates | 2025 IDB Term Loan Quarterly Repayments |
| June 22, 2027 – December 22, 2030 | 5.0% bi-annually |
| June 22, 2031 – December 22, 2034 | 7.5% bi-annually |
Amounts borrowed under the 2025 IDB Credit Facilities bear interest at a rate equal to SOFR plus an applicable margin of 2.4% for the 2025 IDB Revolving Facility and 3.0% for the 2025 IDB Term Loan. In the case of the 2025 IDB Term Loan, there is a prepayment fee equal to 1% until the first anniversary from the effective date,0.5% until the second anniversary from the effective date, and 0.0% thereafter.
The 2025 IDB Credit Agreement contains a financial covenant that imposes on OneGY a maximum Net Financial Debt to EBITDA Ratio and a maximum Debt to Equity ratio and a minimum EBITDA to Net Financial Expense Ratio (each as defined in the 2025 IDB Credit Agreement), as well as customary representations, warranties and covenants. The 2025 IDB Credit Agreement provides for events of default customary for credit facilities of this type, including but not limited to non-payment, defaults on other debt, misrepresentation, breach of covenants, representations and warranties, insolvency and bankruptcy. As of December 31, 2025, OneGY was in compliance with all financial covenants.
As of December 31, 2025, there wereno outstanding borrowings under the 2025 IDB Revolving Facility or the 2025 IDB Term loan.
Sacred Wind Term Debt
The Company’s subsidiary, Sacred Wind, has a term debt facility (the “Sacred Wind Term Debt”) with the US, acting through the Administrator of the Rural Utilities Service (“RUS”), which provides financial assistance in the form of loans under the Rural Electrification Act of 1936 to furnish or improve telecommunications and/or broadband services in rural areas, is secured by substantially all of the assets of Sacred Wind and is an underlying mortgage to the US. These mortgage notes are to be repaid in equal monthly installments covering principal and interest beginning after date of issue and expiring by 2035.
The Sacred Wind Term Debt contains certain restrictions on the declaration or payment of dividends, redemption of capital stock or investment in affiliated companies without the consent of the RUS noteholders. The agreements also contain a financial covenant that Sacred Wind was not in compliance with as of December 31, 2024. Sacred Wind submitted a corrective action plan to comply with the financial covenant by December 31, 2028. The corrective action plan was accepted by the RUS and, as of December 31, 2025, the Company was in compliance with that corrective action plan.
As of December 31, 2025, $21.3 million was outstanding under the Sacred Wind Term Debt. Of that amount,$3.6 million was current and $17.7 million was long term.
The mortgage notes carry fixed interest rates ranging from 0.88% to 5.0%.
OneVI Debt
The Company, and certain of its subsidiaries, entered into a loan agreement (“OneVI Debt Agreement”) for a $60.0 million loan (the “OneVI Debt”) with National Cooperative Services Corporation (“NCSC”). The OneVI 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 “OneVI 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 was not required until maturity on July 1, 2026. Prepayment of amounts under the OneVI Debt Agreement were subject to a fee under certain circumstances. The debt is secured by certain assets of the OneVI subsidiaries and is guaranteed by the Company.
The Company paid a fee of $0.9 million in 2016 to lock the interest rate at 4% per annum over the term of the OneVI Debt Agreement. The fee was recorded as a reduction to the OneVI Debt carrying amount and is being amortized over the life of the loan. As of December 31, 2025, the unamortized fee was $0.1 million.
As of December 31, 2025, $60.0 million of the OneVI Debt remained outstanding. Of that amount,$2.3 million was current and $57.7 million was long term.
On May 5, 2022, the OneVI Net Leverage Ratio was amended to 7.0 to 1.0 through the maturity date of July 1, 2026. The OneVI Net Leverage Ratio is tested annually, and the Company was in compliance with the OneVI Net Leverage Ratio as of December 31, 2025.
On November 5, 2025, the Company and certain of its subsidiaries (the “OneVI Borrowers”) amended the OneVI Debt Agreement (the “OneVI Debt Amendment”) to extend the maturity date of the OneVI Debt from July 1, 2026 to July 1, 2035 (the “Extended Maturity Date”). The OneVI Debt Amendment further provides that the OneVI Debt will continue to accrue interest at the current fixed 4.0% rate through June 30, 2026 and, beginning on July 1, 2026, NCSC will offer, at the OneVI Borrowers’ option, a forward fixed rate or variable rate of interest for the remainder of
the term of the OneVI Debt through the Extended Maturity Date. If the OneVI Borrowers elect the variable rate, the variable rate will be NCSC’s standard variable rate of interest for long-term loans and subject to change monthly, and the OneVI Borrowers will have the option to convert all or a portion of principal outstanding as of the date specified in the Conversion Notice (as defined in the OneVI Debt Agreement), to NCSC’s standard fixed interest rates for long-term loans at any time thereafter without a fee.
Additionally, the OneVI Debt Amendment provides that the OneVI Debt will continue to require interest-only payments at the current rate through June 30, 2026; beginning on July 1, 2026, the OneVI Debt will be subject to a quarterly repayment schedule.
| | |
|---|---|
| Payment Dates | Annual Principal Repayment |
| Years 1-3 | 8% |
| Years 4-6 | 10% |
| Years 7-8 | 15% |
| Year 9 | 18% |
The OneVI Debt Amendment includes financial covenants by the OneVI Borrowers that impose a maximum ratio of indebtedness to annual operating cash flow of 5.00 as of December 31, 2026,4.75 as of December 31, 2027, and 4.50 times as of December 31, 2028 and each year thereafter. Additionally, the OneVI Borrowers are to maintain a minimum fixed charge cover ratio of 1.25 to begin December 31, 2026, tested annually thereafter through the Extended Maturity Date. The interest rate will be reset on the original loan maturity date of July 1, 2026.
Debt Maturity
The table below summarizes the annual maturities of the Company’s debt instruments (amounts in thousands):
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · · · Customer | |||||||||||||
| · US · · International · · Corporate and · · Total · Receivable | |||||||||||||
| Amounts Maturing During · Telecom · · Telecom (1) · · Other · · Debt · Credit Facility | |||||||||||||
| Year ending December 31, 2026 | $5,471 | | $2,250 | | $8,125 | | $15,846 | $8,784 | |||||
| Year ending December 31, 2027 | | 13,096 | | | 4,500 | | | 9,750 | | | 27,346 | | 9,208 |
| Year ending December 31, 2028 | | 18,858 | | | 4,500 | | | 67,370 | | | 90,728 | | 9,657 |
| Year ending December 31, 2029 | | 292,249 | | | 5,250 | | | 93,438 | | | 390,937 | | 6,274 |
| Year ending December 31, 2030 | | 3,172 | | | 6,000 | | | — | | | 9,172 | | 2,989 |
| Thereafter | | 2,985 | | | 37,500 | | | — | | | 40,485 | | 2,958 |
| Total | | 335,831 | | | 60,000 | | | 178,683 | | | 574,514 | | 39,870 |
| Debt Discounts | | (6,797) | | | (48) | | | (2,502) | | | (9,347) | | (252) |
| Book Value as of December 31, 2025 | $329,034 | | $59,952 | | $176,181 | | $565,167 | $39,618 | |||||
8. GOVERNMENT SUPPORT AND SPECTRUM PROGRAMS
Universal Service Fund and Other Domestic Funding Programs
The Company recognizes revenue from several government funded programs including but not limited to, as follows:
| ● | The Company receives federal USF support under the Alaska Connect Fund (“ACF”). Beginning January 1, 2025, the Company expects to receive $25.6 million per year until December 31, 2028. Beginning in 2029 and continuing through 2034, the amount of ACF support will be determined by FCC staff taking into consideration broadband deployment funded through the Broadband Equity Access and Deployment Program. The ACF replaced the $19.7 million per year that the Company had received in Connect America Fund II (“CAF II”) support in Alaska; |
| ● | As part of the Enhanced Alternative Connect America Model (“E-ACAM”) funding available to the Company’s operations in the western US, the Company expects to receive $144.9 million over the next thirteen years, through 2038, with approximately $9 million annually through 2029 before gradually increasing to $13 million annually in 2038. This funding is subject to a requirement to deploy voice and broadband service at speeds of 100/20 Mbps to all required locations by the end of the calendar 2038; |
| ● | The Company receives $8.0 million per year in CAF II support in the rural southwest US until July 2028; |
| ● | The Company received $5.5 million annually in the US Virgin Islands through December 31, 2025. In September 2025, we requested that the FCC extend such support for at least one additional year. As of the date of this Report, the FCC had not yet acted on this request and, as a result, the Company is currently not receiving this support. If the FCC grants our request, it may or may not extend our support on a retroactive basis from December 31, 2025; |
| ● | The Company was awarded $2.3 million annually in the western US through December 31, 2031, as part of the Rural Digital Opportunity Fund Phase I (“RDOF”) auction. In exchange for this support, the Company committed to deploy voice and broadband service to areas covered by the Company’s remaining winning bids within six years and to provide service in those areas for ten years. As of December 31, 2025, the Company transferred $1.3 million of the annual awards to other providers and returned $0.7 million of the annual awards to the FCC. The returned awards caused the Company to be subject to certain penalties and record losses of $2.1 million and $2.5 million in conjunction with transferring the awards during the years ended December 31, 2025 and 2024, respectively; and |
| ● | The Company receives state USF support in Alaska, which for the fiscal year ended December 31, 2025 was approximately $2.5 million. |
As of December 31, 2025, the Company was in compliance in all material respects with its requirements associated with such funding.
Additionally, the Company recognized revenue from the FCC’s Affordable Connectivity Program (“ACP”) and the Emergency Connectivity Fund (“ECF”) in 2024 that expired in the second quarter of 2024.
Revenue recognized from the USF High Cost Program, including the CAF II, ACF, E-ACAM, and RDOF programs, is recognized as revenue from government grants. Revenue from other programs is recognized in accordance with ASC 606.
The Company recorded the amounts below as communication services revenue for the reported periods:
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | Year ended | |||||||
| | December 31, 2025 | |||||||
| | | | | | | | | |
| · US Telecom · · International Telecom · · Total | ||||||||
| | | | | | | | | |
| High cost support | $13,592 | | $5,411 | | $19,003 | |||
| CAF II (including ACF) | | 32,829 | | | — | | | 32,829 |
| RDOF | | 294 | | | — | | | 294 |
| RHC | | 18,953 | | | — | | | 18,953 |
| Other | | 5,962 | | | 15 | | | 5,977 |
| Total | $71,630 | | $5,426 | | $77,056 | |||
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | Year ended | |||||||
| | December 31, 2024 | |||||||
| | | | | | | | | |
| · US Telecom · · International Telecom · · Total | ||||||||
| | | | | | | | | |
| High cost support | $13,848 | | $5,574 | | $19,422 | |||
| CAF II (including ACF) | | 26,984 | | | — | | | 26,984 |
| RDOF | | 300 | | | — | | | 300 |
| ECF | | 6,883 | | | — | | | 6,883 |
| RHC | | 15,927 | | | — | | | 15,927 |
| Other | | 11,967 | | | 477 | | | 12,444 |
| Total | $75,909 | | $6,051 | | $81,960 | |||
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | Year ended | |||||||
| | December 31, 2023 | |||||||
| | | | | | | | | |
| · US Telecom · · International Telecom · · Total | ||||||||
| | | | | | | | | |
| High cost support | $9,260 | | $5,571 | | $14,831 | |||
| CAF II (including ACF) | | 27,260 | | | — | | | 27,260 |
| RDOF | | 2,432 | | | — | | | 2,432 |
| ECF | | 26,346 | | | — | | | 26,346 |
| RHC | | 11,995 | | | — | | | 11,995 |
| Other | | 23,478 | | | 1,250 | | | 24,728 |
| Total | $100,771 | | $6,821 | | $107,592 | |||
Construction Grants
The Company has also been awarded construction grants to build network connectivity for eligible communities. The funding of these grants, used to reimburse the Company for its construction costs, is generally distributed upon completion of a project. Once these projects are constructed, the Company is obligated to provide service to the participants. The Company expects to meet all requirements associated with these grants. During 2025, the Company was notified that the National Telecommunications and Information Administration (“NTIA”) rescinded Broadband Equity Access and Deployment Program (“BEAD”) grants initially awarded in December 2024. The Company previously recorded $51 million of grants under this program, which are presented below in Transferred and rescinded grants. The Company is currently reviewing funding available under the BEAD grant program. A roll forward of the Company’s grant awards is below (in thousands).
| | | |
|---|---|---|
| | Amount | |
| Grants awarded, December 31, 2024 | $150,189 | |
| New grants | | 16,097 |
| Construction complete | | (14,973) |
| Transferred and rescinded grants | | (52,487) |
| Grants awarded, December 31, 2025 | $98,826 | |
In addition, the Company partners with tribal governments to obtain grants under various government grant programs including, but not limited to, the Tribal Broadband Connectivity Program (“TBCP”) and the Rural Development Broadband ReConnect Program (“ReConnect”). These programs are administered by US government agencies to deploy broadband connectivity in certain underserved areas. The Company was identified as a sub recipient of grants under these programs totaling $239.0 million as of December 31, 2025. Under these grants the Company expects to enter into agreements to construct and operate the networks for the grant recipient. Once construction is complete the Company will hold a long-term lease to operate the network. The operating agreement will require the Company to meet certain minimum service requirements. Through December 31, 2025, the Company had received $35.3 million of funding under these programs and spent $37.3 million on construction obligations. These amounts are recorded as operating cash flows in the Company’s statement of cash flows.
Replace and Remove Program
In July 2022, the Company was approved to participate in the Federal Communication Commission’s Secure and Trusted Communications Networks Reimbursement Program (the “Replace and Remove Program”), designed to reimburse providers of advanced communications services for reasonable costs incurred in the required removal, replacement, and disposal of communications equipment and services in their networks that has been deemed to pose a national security risk. Pursuant to the Replace and Remove Program, the Company’s eligible subsidiaries were initially allocated up to approximately $207 million to replace, remove and securely destroy such communications equipment and services in the Company’s networks in the western US and in the US Virgin Islands, however, in December 2024 this program was fully funded for an increased allocation to the Company of approximately $517 million. The Replace and Remove Program requires each of the Company’s participating subsidiaries to complete the project no later than a specified deadline which was extended to May 8, 2026. In March 2026, we requested a further extension through early November 2026, and the FCC has not yet acted on that request.
A summary of the amounts spent and reimbursed under the Replace and Remove Program is below (in thousands):
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| · Capital · · Operating · · Total | ||||||||
| | | | | | | | | |
| Total spend, December 31, 2024 | $140,949 | | $27,446 | | $168,395 | |||
| Amounts spent | | 53,948 | | | 11,353 | | | 65,301 |
| Total spend, December 31, 2025 | $194,897 | | $38,799 | | $233,696 | |||
| | | | | | | | | |
| Total reimbursements, December 31, 2024 | $(103,540) | | $(27,181) | | $(130,721) | |||
| Reimbursements received | | (59,582) | | | (11,501) | | | (71,083) |
| Total reimbursements, December 31, 2025 | $(163,122) | | $(38,682) | | $(201,804) | |||
| | | | | | | | | |
| Amount pending reimbursement | $31,775 | | $117 | | $31,892 | |||
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| · Capital · · Operating · · Total | ||||||||
| | | | | | | | | |
| Total spend, December 31, 2023 | $49,262 | | $15,126 | | $64,388 | |||
| Amounts spent | | 91,687 | | | 12,320 | | | 104,007 |
| Total spend, December 31, 2024 | $140,949 | | $27,446 | | $168,395 | |||
| | | | | | | | | |
| Total reimbursements, December 31, 2023 | $(12,773) | | $(4,354) | | $(17,127) | |||
| Reimbursements received | | (90,767) | | | (22,827) | | | (113,594) |
| Total reimbursements, December 31, 2024 | $(103,540) | | $(27,181) | | $(130,721) | |||
| | | | | | | | | |
| Amount pending reimbursement | $37,409 | | $265 | | $37,674 | |||
9. EQUITY
Common Stock
The Company has paid quarterly dividends on its Common Stock since the fourth quarter of 1998.
Treasury Stock
On December 14, 2023, the Company’s Board of Directors authorized the repurchase of up to $25.0 million of its Common Stock, from time to time, on the open market or in privately negotiated transactions (the “2023 Repurchase Plan”). The 2023 Repurchase Plan replaced the prior repurchase plan that the Company’s Board of Directors authorized on September 19, 2016 and provided for the repurchase of up to$50.0 million of the Company’s common stock (the “2016 Repurchase Plan”). The Company didnot repurchase any of its common stock under the 2023 Repurchase Plan during the year ended December 31, 2025 and repurchased $10.0 million under the 2023 Repurchase Plan during the year ended December 31, 2024. As of December 31, 2025, the Company had$15.0 million available to repurchase shares of its common stock under the 2023 Repurchase Plan.
During the years ended December 31, 2025, 2024 and 2023, the Company repurchased the following shares under the 2023 Repurchase Plan and the 2016 Repurchase Plan:
| · · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · · · · · · · · | ||||||
| · · Shares · · Aggregate Cost · · Average · | ||||||
| Year ended December 31, | | Repurchased | | (in thousands) | | Repurchase Price |
| 2025 | — | | $— | | $— | |
| 2024 | 423,511 | | $10,000 | | $23.61 | |
| 2023 | 423,328 | | $14,999 | | $35.43 | |
During the years ended December 31, 2025, 2024 and 2023, the Company repurchased the following shares from employees to satisfy tax withholding obligations incurred in connection with the vesting of restricted stock awards:
| · · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · · · · · · · · | ||||||
| · · Shares · · Aggregate Cost · · Average · | ||||||
| Year ended December 31, · · Repurchased · · (in thousands) · · Repurchase Price · | ||||||
| 2025 | 38,314 | | $770 | | $20.10 | |
| 2024 | 60,388 | | $1,851 | | $30.65 | |
| 2023 | 36,951 | | $1,473 | | $39.86 | |
Stock-Based Compensation
On June 6, 2023 (the “Effective Date”), the Company’s stockholders approved the ATN International, Inc. 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”), pursuant to which 1,432,070 shares of the Company’s common stock have been reserved for the grant of restricted stock units, performance stock units and stock options and awards of shares not subject to restrictions or forfeiture. The 2023 Equity Incentive Plan replaced the previously approved ATN International, Inc. 2008 Equity Incentive Plan (the “2008 Equity Incentive Plan”), and as of the Effective Date, no grants were or will be made under the 2008 Equity Incentive Plan. Outstanding grants under the 2008 Equity Incentive Plan continued in effect according to their terms. As of December 31, 2025, the Company had 797,295 shares available for grants under the 2023 Equity Incentive Plan.
Restricted Stock
Restricted stock, granted under the 2008 Equity Incentive Plan and 2023 Equity Incentive Plan, vests over four years.
The following table summarizes restricted stock activity during the years ended December 31, 2025 and 2024:
| · · · · · · | |||||
|---|---|---|---|---|---|
| | | | | Weighted Avg. | |
| · · Shares · · Fair Value | |||||
| Unvested as of January 1, 2025 | 286,800 | | $34.50 | | |
| Granted | 364,719 | | | 18.41 | |
| Forfeited | (18,498) | | | 25.85 | |
| Vested and issued | (144,835) | | | 30.35 | |
| Unvested as of December 31, 2025 | 488,186 | | $24.04 | | |
| · · · · · · | ||||
|---|---|---|---|---|
| · · · · Weighted Avg. · | ||||
| | | Shares | | Fair Value |
| Unvested as of January 1, 2024 | 284,284 | | $40.37 | |
| Granted | 193,922 | | 28.81 | |
| Forfeited | (51,752) | | 38.04 | |
| Vested and issued | (139,654) | | 37.25 | |
| Unvested as of December 31, 2024 | 286,800 | | $34.50 | |
In connection with the grant of restricted stock, the Company recognized $4.8 million, $4.6 million and $5.4 million of compensation expense within its income statements for the years ended December 31, 2025, 2024, and 2023, respectively. The Company also recognized$0.8 million, $1.0 million and $0.7 million of compensation expense within its income statement for the years ended December 31, 2025, 2024, and 2023, respectively, for common stock of the Company’s subsidiaries granted to the management team of those subsidiaries.
As of December 31, 2025, unvested shares of restricted stock represented $8.2 million in unamortized stock-based compensation, which will be recognized over a weighted average period of 2.6 years.
Performance-Based Stock
Performance-based stock, granted under the 2008 Equity Incentive Plan and 2023 Equity Incentive Plan, vests on the third anniversary of the grant date.
The following table summarizes performance stock activity during the years ended December 31, 2025 and 2024:
| · · · · · | ||||
|---|---|---|---|---|
| | | | | Weighted Avg. |
| | | Shares | | Fair Value |
| Unvested as of January 1, 2025 | 190,134 | | $41.61 | |
| Granted | 145,820 | | | 24.31 |
| Forfeited | (20,887) | | | 47.03 |
| Vested and issued | (35,563) | | | 47.03 |
| Unvested as of December 31, 2025 | 279,504 | | $31.49 | |
| · · · · · | ||||
|---|---|---|---|---|
| | | | | Weighted Avg. |
| | | Shares | | Fair Value |
| Unvested as of January 1, 2024 | 158,550 | | $49.77 | |
| Granted | 74,584 | | | 34.73 |
| Forfeited | (6,020) | | | 59.77 |
| Vested and issued | (36,980) | | | 59.77 |
| Unvested as of December 31, 2024 | 190,134 | | $41.61 | |
In connection with the grant of performance-based stock, the Company recognized $2.9 million, $2.6 million and $2.5 million of compensation expense, during the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, unvested shares of performance-based stock represented$3.8 million in unamortized stock based compensation, which will be recognized ratably over the next 1.8 years.
Stock Options
The Company has not granted any options since 2017. The Company did not recognize any compensation expense related to granted stock options during the three years ended December 31, 2025.
10. INCOME TAXES
The components of income before income taxes for the years ended December 31, 2025, 2024 and 2023 are as follows (in thousands):
| · · · · · · · · · · | |||||||
|---|---|---|---|---|---|---|---|
| · · 2025 · · 2024 · · 2023 | |||||||
| Domestic | | $(63,698) | | $(101,092) | | $(57,289) | |
| Foreign | | 35,945 | | 50,126 | | 29,750 | |
| Total | | $(27,753) | | $(50,966) | | $(27,539) | |
The Company has elected to prospectively adopt the guidance in ASU 2023-09. The following is a reconciliation from the tax computed at statutory income tax rates to the Company’s income tax expense for the year beginning January 1, 2025 (in thousands) in accordance with the guidance pursuant to ASU 2023-09:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · · Year Ended December 31, 2025 | ||||||
| | | | Amount | | | Percent |
| US Federal Statutory Tax Rate | | $(5,828) | | | 21.0% | |
| State and Local Income Tax, Net of Federal (National) Income Tax Effect (1) | | | 244 | | | (0.9)% |
| Foreign tax effects | | | — | | | |
| Bermuda | | | — | | | |
| Statutory income tax rate differential | | | (9,530) | | | 34.3% |
| British Virgin Islands | | | — | | | |
| Statutory income tax rate differential | | | (1,488) | | | 5.4% |
| Cayman | | | — | | | |
| Statutory income tax rate differential | | | 497 | | | (1.8)% |
| Guyana | | | — | | | |
| Statutory income tax rate differential | | | (950) | | | 3.4% |
| Nontaxable or nondeductible items | | | 600 | | | (2.2)% |
| Other | | | (89) | | | 0.3% |
| Singapore | | | — | | | |
| Statutory income tax rate differential | | | 1,123 | | | (4.0)% |
| US Virgin Islands | | | — | | | |
| Changes in valuation allowance | | | 1,356 | | | (4.9)% |
| Other | | | (120) | | | 0.4% |
| Other foreign jurisdictions | | | 23 | | | (0.1)% |
| Effect of changes in tax laws or rates enacted in the current period | | | — | | | 0.0% |
| Effect of cross-border tax laws | | | | | | |
| Global Intangible Low-Taxed Income (GILTI) | | | 775 | | | (2.8)% |
| Tax credits | | | — | | | 0.0% |
| Changes in Valuation Allowance | | | 6,217 | | | (22.4)% |
| Nontaxable or nondeductible Items | | | — | | | |
| Stock based compensation | | | 781 | | | (2.8)% |
| Mark to market | | | 366 | | | (1.3)% |
| Other | | | 343 | | | (1.2)% |
| Other adjustments | | | — | | | |
| Withholding tax | | | 485 | | | (1.7)% |
| Worldwide changes in unrecognized tax benefits | | | 964 | | | (3.5)% |
| Total | | | (4,231) | | | 15.2% |
| (1) | State and local taxes in Alaska contributes to the majority (greater than 50%) of the tax effect in this category. |
The following is a reconciliation from the tax computed at statutory income tax rates to the Company’s income tax expense for the years ended December 31, 2024 and 2023 (in thousands) in accordance with the guidance prior to the adoption of ASU 2023-09:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · 2024 · · 2023 | |||||||
| Tax computed at statutory US federal income tax rates | | $(10,703) | | $(5,783) | | ||
| Noncontrolling interest | | | 124 | | | (62) | |
| Foreign tax rate differential | | | (12,321) | | | (8,853) | |
| Over (under) provided in prior periods | | 328 | | (179) | | ||
| Nondeductible expenses | | 1,716 | | 1,806 | | ||
| Global intangible low-taxed income | | | 3,363 | | | - | |
| Capitalized transactions costs | | — | | 56 | | ||
| Change in tax reserves | | | (7,100) | | | 2,783 | |
| State Taxes, net of federal benefit | | (3,819) | | (1,776) | | ||
| Change in valuation allowance | | 6,715 | | 2,467 | | ||
| Investment tax credit | | | 880 | | | 84 | |
| Stock-based compensation | | | 911 | | | 812 | |
| Deferred income tax revaluation | | | 792 | | | (140) | |
| Total income tax benefit | | $(19,114) | | $(8,785) | | ||
The components of cash taxes paid for the year ended December 31,2025 are as follows (in thousands):
| | | | |
|---|---|---|---|
| | | | 2025 |
| United States | | | |
| United States - Federal | | $566 | |
| United States - State | | | 125 |
| Total United States | | $691 | |
| Guyana | | | 3,195 |
| Total cash taxes paid | | $3,886 |
The components of income tax expense (benefit) for the years ended December 31, 2025, 2024 and 2023 are as follows (in thousands):
| \ | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · 2025 · · 2024 · · 2023 · | ||||||||||
| Current: | | | | | | | | | | |
| United States—Federal | | $(160) | | $(8,730) | | $921 | | |||
| United States—State | | (25) | | (26) | | 404 | | |||
| Foreign | | 4,476 | | 2,419 | | 6,646 | | |||
| Total current income tax expense | | $4,291 | | $(6,337) | | $7,971 | | |||
| Deferred: | | | | | | | | | | |
| United States—Federal | | $(4,661) | | $(8,228) | | $(7,786) | | |||
| United States—State | | 240 | | (3,032) | | (2,781) | | |||
| Foreign | | (4,101) | | (1,517) | | (6,189) | | |||
| Total deferred income tax expense (benefit) | | $(8,522) | | $(12,777) | | $(16,756) | | |||
| Consolidated: | | | | | | | | | | |
| United States—Federal | | $(4,822) | | $(16,958) | | $(6,865) | | |||
| United States—State | | 215 | | (3,058) | | (2,377) | | |||
| Foreign | | 375 | | 902 | | 457 | | |||
| Total income tax expense (benefit) | | $(4,231) | | $(19,114) | | $(8,785) | | |||
The significant components of deferred tax assets and liabilities are as follows as of December 31, 2025 and 2024 (in thousands):
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · 2025 · · 2024 | |||||||
| Deferred tax assets: | | | | | | | |
| Accounts receivable and inventory allowances | | $2,726 | | $2,548 | | ||
| Basis in investments | | 3,812 | | 3,925 | | ||
| Accrued expenses | | 6,662 | | 7,565 | | ||
| Deferred revenue | | 18,538 | | 20,774 | | ||
| Employee benefits | | 3,019 | | 2,304 | | ||
| Other, net | | 32,851 | | 28,191 | | ||
| Net operating losses | | | 88,865 | | | 85,926 | |
| Tax credits | | | 7,768 | | | 4,918 | |
| Operating lease liability | | | 23,881 | | | 23,608 | |
| Total deferred tax asset | | 188,122 | | 179,759 | | ||
| | | | | | | | |
| Deferred tax liabilities: | | | | | | | |
| Acquired intangible assets, property and equipment | | | 84,442 | | | 94,533 | |
| Right-of-use asset | | | 28,466 | | | 27,087 | |
| Prepaid expense | | 119 | | 353 | | ||
| Total deferred tax liabilities | | 113,027 | | 121,973 | | ||
| | | | | | | | |
| Valuation allowance | | (60,033) | | (49,774) | | ||
| | | | | | | | |
| Net deferred tax asset | | $15,062 | | $8,012 | | ||
Deferred tax assets and liabilities are reflected in the accompanying consolidated balance sheets as follows (in thousands):
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · 2025 · · 2024 | |||||||
| Deferred tax assets: | | | | | | | |
| Long term | | $17,012 | | $12,894 | | ||
| Total deferred tax asset | | $17,012 | | $12,894 | | ||
| Deferred tax liabilities: | | | | | | | |
| Long term | | $(1,950) | | $(4,882) | | ||
| Total deferred tax liabilities | | $(1,950) | | $(4,882) | | ||
| Net deferred tax asset (liabilities) | | $15,062 | | $8,012 | | ||
The Company’s effective tax rate for the years ended December 31, 2025 and 2024 was 15.2% and 37.5%, respectively.
The effective tax rate for the year ended December 31, 2025 was primarily impacted by the following items: (i) a $10.5 million benefit associated with the mix of income generated among the foreign jurisdictions in which the Company operates, (ii) a $8.0 million net expense related to valuation allowances placed on certain deferred tax assets, (iii) a $2.8 million expense associated with US and foreign nondeductible expenses, and (iv) a $1 million net expense associated with the change in unrecognized tax positions.
The effective tax rate for the year ended December 31, 2024 was primarily impacted by the following items: (i) a $7.1 million net benefit associated with the change in unrecognized tax positions, (ii) a $6.7 million net expense related to valuation allowances placed on certain deferred tax assets, (iii) a $3.4 million expense associated with Global Intangible Low Tax Income inclusion, (iv) a $3.8 million benefit related to state income taxes, net of federal benefit, and (v) a $12.3 million benefit associated with the mix of income generated among the foreign jurisdictions in which the Company operates.
As of December 31, 2025, the Company estimated that it had gross federal, state and foreign net operating loss (“NOL”) carryforwards of $152.0 million, $129.4 million and $203.4 million respectively. Of these,$151.7 million will expire between 2028 and 2044 and $333.1 million may be carried forward indefinitely.
The Company assesses available positive and negative evidence to estimate if sufficient future taxable income will be generated to realize the existing deferred tax assets. A significant piece of negative evidence evaluated is cumulative losses incurred in certain reporting jurisdictions over the three-year period ended December 31, 2025. Other negative evidence examined includes, but is not limited to, losses expected in early future years, a history of tax benefits expiring unused, uncertainties whose unfavorable resolution would adversely affect future results, and brief carryback, carry forward periods. On the basis of this evaluation, the Company believed it was more likely than not that the benefit from some of these federal, state, and foreign deferred taxes would not be realized.
In recognition of this risk, at December 31, 2025, the Company has provided a valuation allowance against certain domestic and foreign deferred tax assets of $60.0 million. The valuation allowance primarily relates to net operating losses, with the remaining amount applicable to other net deferred tax assets which the Company does not expect to be able to realize.
As of December 31, 2025, the Company had an estimated $238.7 million of undistributed earnings attributable to foreign subsidiaries for which no provision for state income taxes or foreign withholding taxes have been made because it is expected that such earnings will be reinvested outside the US indefinitely unless repatriation can be done substantially tax-free. The Company will generally be free of additional US federal tax consequences on distributed foreign subsidiary earnings due to a dividends received deduction implemented as part of the Tax Act for earnings distributed after January 1, 2018. Additionally, due to the one-time transition tax on the deemed repatriation of post-1986 undistributed foreign subsidiary earnings, the majority of previously unremitted earnings have already been subjected to
US federal income tax. The Company continues to assert indefinite reinvestment on outside basis differences in the Company’s non-US subsidiaries. Additionally, any determination of the amount of the unrecognized deferred tax liability on outside basis differences is not practicable because of the complexity of laws and regulations, the varying tax treatment of alternative repatriation scenarios and the variation due to multiple potential assumptions relating to the timing of any future repatriation.
The Company had unrecognized tax benefits (including interest and penalty) of $43.8 million as of December 31, 2025, $42.8 million as of December 31, 2024 and $49.9 million as of December 31, 2023. The net increase of the reserve during the year ended December 31, 2025 was attributable to an increase in tax positions for prior periods of $2.7 million, an increase in tax positions for the current period of $3.2 million, offset by a lapse in statute of prior year positions of $4.9 million.
The following shows the activity related to unrecognized tax benefits (not including interest and penalty) during the three years ended December 31, 2025 (in thousands):
| | | | |
|---|---|---|---|
| Gross unrecognized uncertain tax benefits at December 31, 2022 | | $39,919 | |
| Increase in unrecognized tax benefits taken during a prior period | | | — |
| Increase in unrecognized tax benefits taken during the current period | | 2,598 | |
| Increase in unrecognized tax benefits acquired as part of a business combination | | — | |
| Lapse in statute of limitations | | | (2,449) |
| Settlements | | | — |
| Gross unrecognized uncertain tax benefits at December 31, 2023 | | $40,068 | |
| Increase in unrecognized tax benefits taken during a prior period | | | 1,505 |
| Increase in unrecognized tax benefits taken during the current period | | | 3,020 |
| Increase in unrecognized tax benefits acquired as part of a business combination | | | — |
| Lapse in statute of limitations | | | (9,557) |
| Settlements | | | — |
| Gross unrecognized uncertain tax benefits at December 31, 2024 | | $35,036 | |
| Increase in unrecognized tax benefits taken during a prior period | | | — |
| Increase in unrecognized tax benefits taken during the current period | | | 3,189 |
| Increase in unrecognized tax benefits acquired as part of a business combination | | | — |
| Lapse in statute of limitations | | | (2,967) |
| Settlements | | | — |
| Gross unrecognized uncertain tax benefits at December 31, 2025 | | $35,258 |
The Company’s accounting policy is to classify interest and penalties related to income tax matters as part of income tax expense. The accrued amounts for interest and penalties were $8.5 million as of December 31, 2025, $7.8 million as of December 31, 2024, and $9.8 million as of December 31, 2023.
The majority of unrecognized uncertain tax benefits (including interest and penalty) would impact the effective tax rate if recognized.
The Company and its subsidiaries file income tax returns in the US and in various, state and local and foreign jurisdictions. The statute of limitations related to the consolidated US federal income tax return is closed for all tax years up to and including 2021. The expiration of the statute of limitations related to the various state and foreign income tax returns that the Company and subsidiaries file varies by jurisdiction.
11. RETIREMENT PLANS
The Company has noncontributory defined benefit pension plans as well as noncontributory postretirement benefit plans offering defined medical, dental, vision, and life benefits for certain of its employees. The Company’s pension and other postretirement benefit plans are closed to new participants and only grandfathered participants continue to accrue additional benefits. The Company reviews the funded status of its pension plans and makes contributions based on that analysis. The benefits are based on the participants’ compensation during their employment and the credited service years earned by participants. The Company funds the other postretirement benefit plans as benefits are paid.
| The weighted-average rates assumed in the actuarial calculations for the pension and other postretirement benefit plans are as follows as of December 31, 2024, 2023 and 2022: · · · · · · · | ||||
|---|---|---|---|---|
| · · 2025 · · 2024 · · 2023 · | ||||
| Discount Rate – Pension Benefit Obligation | 5.5% | 5.7% | 4.3% | |
| Discount Rate – Pension Benefit Cost | | 5.7% | 5.2% | 5.4% |
| Discount Rate – Postretirement Benefit Obligation | | 5.4% | 5.6% | 5.2% |
| Discount Rate – Postretirement Benefit Cost | | 5.6% | 5.2% | 5.2% |
| Expected long-term return on plan assets | 4.7% | 5.3% | 5.3% | |
The expected long-term rate of return on plan assets was determined based on several factors including input from pension investment consultants, projected long-term returns of equity and bond indices, and historical returns over the life of the related obligations of the fund. The Company, in conjunction with its pension investment consultants, reviews its asset allocation periodically and rebalances its investments when appropriate in an effort to earn the expected long-term returns. The Company will continue to evaluate its long-term rate of return assumptions at least annually and will adjust them as necessary.
The annual salary increase assumption is not applicable as the plan participants no longer accrue additional service.
The discount rate was determined based on a review of market data including yields on high quality corporate bonds with maturities approximating the remaining life of the project benefit obligations.
The other postretirement benefit plans healthcare cost trend assumptions is based on health care trend rates. The 2025 assumed medical health care cost trend rate is 9% trending to an ultimate rate of 4% in 2074. The 2025 assumed dental care cost trend rate is 0% trending to an ultimate rate of 4% in 2074.
Changes during the year in the projected benefit obligations and in the fair value of plan assets are as follows for 2025 and 2024 (in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | 2025 | | 2024 | ||||||||
| | | | | | | | | | | | | |
| · · Pension Benefits · · Postretirement Benefits · · Pension Benefits · · Postretirement Benefits | ||||||||||||
| Projected benefit obligations: | | | | | | | | | | | | |
| Balance at beginning of year: | | $60,366 | | $3,531 | | $64,149 | | $3,625 | ||||
| Service cost | | 67 | | 62 | | 80 | | 76 | ||||
| Interest cost | | 3,210 | | | 195 | | 3,190 | | | 195 | ||
| Benefits and settlements paid | | (4,775) | | | (467) | | (4,896) | | | (426) | ||
| Actuarial (gain) loss | | 315 | | 316 | | (2,157) | | 61 | ||||
| Balance at end of year | | $59,183 | | $3,637 | | $60,366 | | $3,531 | ||||
| Plan net assets: | | | | | | | | | | | | |
| Balance at beginning of year: | | $69,869 | | $— | | $71,504 | | $— | ||||
| Actual return on plan assets | | | 7,271 | | — | | | 2,870 | | — | ||
| Company contributions | | 381 | | 467 | | 391 | | 426 | ||||
| Benefits and settlements paid | | (4,775) | | (467) | | (4,896) | | (426) | ||||
| Balance at end of year | | $72,746 | | $— | | $69,869 | | $— | ||||
| Over/ (Under) funded status of plan | | $13,563 | | $(3,637) | | $9,503 | | $(3,531) | ||||
The Company reports an asset or liability on its balance sheet equal to the funded status of its pension and other postretirement benefit plans. Plans in an overfunded status are aggregated and recorded as a net pension benefit asset in other assets. Plans in an underfunded status are aggregated and recorded as a net postretirement benefit liability in accrued liabilities and other liabilities. The funded status of the Company’s pension and other retirement benefit plans is below (in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | 2025 | ||||||||||
| | | | | | | | | | | | | |
| · · USVI Pension Benefit · · Alaska Pension Benefit · · USVI Postretirement Benefits · · Alaska Postretirement Benefits | ||||||||||||
| | | | | | | | | | | | | |
| Projected benefit obligation | | $49,088 | | $10,095 | | $3,369 | | $268 | ||||
| Plan Net Assets | | | 62,655 | | | 10,091 | | | — | | | — |
| Over/ (Under) funded status of plan | | $13,567 | | $(4) | | $(3,369) | | $(268) | ||||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | 2024 | ||||||||||
| | | | | | | | | | | | | |
| · · USVI Pension Benefit · · Alaska Pension Benefit · · USVI Postretirement Benefits · · Alaska Postretirement Benefits | ||||||||||||
| | | | | | | | | | | | | |
| Projected benefit obligation | | $49,889 | | $10,477 | | $3,262 | | $269 | ||||
| Plan Net Assets | | | 60,250 | | | 9,619 | | | — | | | — |
| Over/ (Under) funded status of plan | | $10,361 | | $(858) | | $(3,262) | | $(269) | ||||
The Company’s investment policy for its pension assets is to have a reasonably balanced investment approach, with a long-term bias toward debt investments. The Company’s strategy allocates plan assets among equity, debt and other assets to achieve long-term returns without significant risk to principal. The pension fund has limitations from investing in the equity, debt or other securities of the employer, its subsidiaries or associates of the employer or any company of which the employer is a subsidiary or an associate.
The fair values for the pension plan’s net assets, by asset category, at December 31, 2025 are as follows (in thousands):
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| Asset Category · · Total · · Level 1 · · Level 2 | |||||||||
| Cash, cash equivalents, money markets and other | | $1,704 | | $1,704 | | $— | |||
| Common stock | | | 12,773 | | | 12,773 | | | — |
| Mutual funds - fixed income | | | 25,098 | | | 25,098 | | | — |
| Mutual funds - equities | | | 2,132 | | | 2,132 | | | — |
| Fixed income securities | | | 23,046 | | | — | | | 23,046 |
| Exchange traded funds - fixed income | | | 3,218 | | | 3,218 | | | |
| Exchange traded funds - equities | | | 4,775 | | | 4,775 | | | — |
| Total | | $72,746 | | $49,700 | | $23,046 | |||
The fair values for the pension plan’s net assets, by asset category, at December 31, 2024 are as follows (in thousands):
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| Asset Category · · Total · · Level 1 · · Level 2 | |||||||||
| Cash, cash equivalents, money markets and other | | $1,922 | | $1,922 | | $— | |||
| Common stock | | | 12,445 | | | 12,445 | | | — |
| Mutual funds - fixed income | | | 10,904 | | | 10,904 | | | — |
| Mutual funds - equities | | | 8,245 | | | 8,245 | | | — |
| Fixed income securities | | | 31,421 | | | — | | | 31,421 |
| Exchange traded funds - equities | | | 4,932 | | | 4,932 | | | — |
| Total | | $69,869 | | $38,448 | | $31,421 | |||
The plan’s weighted-average asset allocations at December 31, 2025 and 2024, by asset category are as follows:
| | | | | | |
|---|---|---|---|---|---|
| | | 2025 | | 2024 | |
| Cash, cash equivalents, money markets and other | 2% | 3% | |||
| Common stock | | 18 | | 18 | |
| Mutual funds - fixed income | | 35 | | 16 | |
| Mutual funds - equities | | 3 | | 12 | |
| Fixed income securities | | 32 | | 45 | |
| Exchange traded funds - fixed income | | 4 | | — | |
| Exchange traded funds - equities | | 6 | | 6 | |
| Total | 100% | 100% |
Amounts recognized on the Company’s consolidated balance sheets consist of (in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · As of December 31, | ||||||||||||
| · · 2025 · · 2024 | ||||||||||||
| · · Pension benefits · · Postretirement benefits · · Pension benefits · · Postretirement benefits | ||||||||||||
| | | | | | | | | | | | | |
| Accrued and current liabilities | | $— | | $343 | | $— | | $344 | ||||
| Other Liabilities | | | 3 | | | 3,297 | | | 858 | | | 3,189 |
| Other Assets | | 13,567 | | — | | 10,363 | | — | ||||
| Accumulated other comprehensive income, net of tax | | | 14,326 | | | 943 | | | 10,348 | | | 1,300 |
Amounts recognized in accumulated other comprehensive income consist of (in thousands):
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · As of December 31, · | |||||||||||||
| · · 2025 · · 2024 · | |||||||||||||
| · · Pension benefits · · Postretirement benefits · · Pension benefits · · Postretirement benefits · | |||||||||||||
| | | | | | | | | | | | | | |
| Unrecognized net actuarial gain | | $14,326 | | $943 | | $10,729 | | $1,438 | | ||||
| Accumulated other comprehensive income, pre-tax | | | 14,326 | | | 943 | | | 10,729 | | | 1,438 | |
| Accumulated other comprehensive income, net of tax | | 14,326 | | 943 | | 10,348 | | 1,300 | | ||||
Components of the plan’s net periodic pension cost are as follows for the years ended December 31, 2025, 2024 and 2023 (in thousands):
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · 2025 · · 2024 · · 2023 · | |||||||||||||||||||
| · · Pension benefits · · Postretirement benefits · · Pension benefits · · Postretirement benefits · · Pension benefits · · Postretirement benefits · | |||||||||||||||||||
| Operating expense | | | | | | | | | | | | | | | | | | | |
| Service cost | | $67 | | $62 | | $80 | | $76 | | $90 | | $65 | | ||||||
| Non-operating expense | | | | | | | | | | | | | | | | | | | |
| Interest cost | | 3,210 | | 195 | | 3,190 | | 195 | | 3,323 | | 182 | | ||||||
| Expected return on plan assets | | (2,904) | | — | | (2,982) | | — | | (2,936) | | — | | ||||||
| Amortization of actuarial (gain) loss | | (455) | | (66) | | (156) | | (54) | | (43) | | (113) | | ||||||
| Net periodic pension cost | | $(82) | | $191 | | $132 | | $217 | | $434 | | $134 | | ||||||
The Company is currently evaluating whether it will make any contributions to its pension and postretirement benefit plans during the year ending December 31, 2026.
The following estimated benefits, which reflect expected future service, as appropriate, are expected to be paid over the next 10 years as indicated below (in thousands):
| · · · · · · | |||||
|---|---|---|---|---|---|
| · · Pension · · Postretirement | |||||
| Fiscal Year · · Benefits · Benefits | |||||
| 2026 | | $5,207 | | $344 | |
| 2027 | | 5,096 | | | 379 |
| 2028 | | 4,816 | | | 337 |
| 2029 | | 5,053 | | | 346 |
| 2030 | | 4,819 | | | 307 |
| 2031-2035 | | 21,637 | | | 1,553 |
| Total | | $46,628 | | $3,266 | |
Multi-employer Defined Benefit Plan
Certain employees of the Company’s US Telecom segment participate in the Alaska Electrical Pension Plan (“AEPF”). The Company pays the AEPF a contractual hourly amount based on employee classification or base compensation. As a multi-employer defined benefit plan, the accumulated benefits and plan assets are not determined for, or allocated separately to, the individual employer.
The following table provides additional information about the AEPF multi-employer pension plan.
| | |
|---|---|
| Plan name | Alaska Electrical Pension Plan |
| Number of employees covered | 415 |
| Employer identification number | 92-6005171 |
| Pension Protection Act zone status at the plan's year-end: | |
| December 31, 2025 | Green |
| December 31, 2024 | Green |
| Plan subject to funding improvement plan | No |
| Plan subject to rehabilitation plan | No |
| Employer subject to contribution surcharge | No |
| Company contributions to the plan for the year ended: | |
| December 31, 2025 | $ 6.6 million |
| December 31, 2024 | $ 6.5 million |
| December 31, 2023 | $ 6.2 million |
| Name and expiration date of collective bargaining agreements requiring contributions to the plan: | |
| Collective Bargaining Agreement Between Alaska | |
| Communications Systems and Local Union 1547 IBEW | December 31, 2027 |
| Outside Agreement Alaska Electrical Construction between | |
| Local Union 1547 IBEW and Alaska Chapter National | |
| Electrical Contractors Association Inc. | October 31, 2027 |
| Inside Agreement Alaska Electrical Construction between | |
| Local Union 1547 IBEW and Alaska Chapter National | |
| Electrical Contractors Association Inc. | April 30, 2026 |
The Company’s contributions to the plan in 2025, 2024, and 2023 represent greater than 5% of the total contributions to the plan. The Company cannot accurately project any change in the plan status in future years given the uncertainty of economic conditions or the effect of actuarial valuations versus actual performance in the market. Minimum required future contributions to the AEPF are subject to the number of employees in each classification and base compensation of employees in future years.
12. COMMITMENTS AND CONTINGENCIES
Regulatory and Litigation Matters
The Company and its subsidiaries are subject to certain regulatory and legal proceedings and other claims arising in the ordinary course of business, some of which involve claims for damages and taxes that are substantial in amount. Historically, the Company’s subsidiary, OneGY, has been subject to other long-standing litigation proceedings and disputes in Guyana that have not yet been resolved. It has been OneGY’s practice to make payments of undisputed spectrum and license fees as amounts are invoiced by the Telecommunications Authority (“TA”) and to accrue for a reasonable determination of any amounts that are disputed or not invoiced by the TA. The Company believes that, except for the items discussed below, for which the Company is currently unable to predict the final outcome, the disposition of matters currently pending, individually or in the aggregate, will not have a material adverse effect on the Company’s financial position or results of operations.
Since 2006, the National Frequency Management Unit (now the TA, or the “NFMU”) and OneGY have been engaged in discussions regarding the amount of and methodology for calculation of spectrum fees payable by OneGY in Guyana. Since that time, OneGY has made payments of undisputed spectrum, license and other fees when invoiced by the NFMU, and to its successor, the TA. OneGY continues to dispute in good faith the methodology used for calculation and has requested further clarification on the subject of a revised spectrum fee methodology from the TA.
OneGY has filed several lawsuits in the High Court of Guyana (the “High Court”) asserting that, despite its denials, Digicel is engaged in international bypass in violation of OneGY’s exclusive license rights, the interconnection agreement between the parties, and the laws of Guyana. Digicel filed counterclaims alleging that OneGY has violated the terms of the interconnection agreement and Guyana laws. These suits, filed in 2010 and 2012, are currently pending in the Court of Appeals in Guyana; however, as of the date of this Report, the Company cannot accurately predict when the consolidated suit will reach a court of final determination.
OneGY is also involved in several legal claims regarding its tax filings with the Guyana Revenue Authority (the “GRA”) dating back to 1991 regarding the deductibility of intercompany advisory fees as well as other tax assessments. OneGY has maintained that it has no unpaid corporation tax due to the GRA and that any liability OneGY might be found to have with respect to the disputed tax assessments would be offset in part by the amounts claimed with respect to rights ATN has pursuant to its agreement with the government of Guyana. OneGY’s position has been upheld by various High Court rulings made in its favor, and while all matters have been appealed by the GRA, as of the date of this Report, onlyone remained pending for determination by the High Court.
In February 2020, the Company’s Alaska Communications subsidiary received a draft audit report from the Universal Service Administrative Company (“USAC”) in connection with USAC’s inquiry into Alaska Communications’ funding requests under the Rural Health Care Support Program (“RHC Program”) for certain customers for the time period of July 2012 through June 2017. Alaska Communications also received a Letter of Inquiry on March 18, 2018, and subsequent follow up information requests, from the FCC Enforcement Bureau requesting historical information regarding Alaska Communications’ participation in the FCC’s RHC Program. On May 8, 2024, the Company entered into a Consent Decree with the FCC Enforcement Bureau, regarding both the USAC and FCC Enforcement Bureau’s investigation and agreed to (i) pay a settlement amount of approximately $6.3 million, and (ii) enter into athree-year compliance agreement in connection with Alaska Communication’s continued participation in the RHC Program. As of the date of this Report, the Company believes that it can comply with all of the terms of the compliance agreement. As of December 31, 2025, the Company had paid a settlement amount of $6.3 million consisting of a $5.3 million cash payment and the $1.0 million forgiveness of certain receivables. This settlement will not impact the statement of operations in future periods.
The Regulatory Authority of Bermuda (the “RA”) is the primary regulator of the Company’s operations in Bermuda. On August 28, 2025, the RA completed a market review and determined that the Company has significant
market power in certain broadband and mobile services. In connection therewith, the RA assessed, and the Company has initiated an appeal of, a series of ex-ante remedies that include wholesale obligations, price caps, and reporting obligations in addition to the ex post competition rules that generally apply. In October 2025, the Company was able to obtain a stay of implementation of these ex-ante remedies pending the Bermuda Supreme Court’s review of its appeal of the RA’s market review determination. The ex-ante remedies are burdensome and, if implemented, will require financial, operational, legal and regulatory resources to be allocated to ensure compliance.
With respect to all of the foregoing unresolved matters, the Company believes that some adverse outcome is probable and has accordingly accrued $16.1 million as of December 31, 2025 for these and other potential liabilities arising in various claims, legal actions and regulatory proceedings arising in the ordinary course of business. The Company also faces contingencies that are reasonably possible to occur that cannot currently be estimated. It is the Company’s policy to expense costs associated with loss contingencies, including any related legal fees, as they are incurred.
Other Obligations
The Company has obligations under non-cancellable contracts for network facilities and transport services, agreements for software licensing, as well as certain agreements to purchase goods or services. Future minimum payments required under these commitments are as follows at December 31, 2025 (in thousands):
| | | | | |
|---|---|---|---|---|
| 2026 | $123,609 | | ||
| 2027 | | 23,892 | | |
| 2028 | | 13,936 | | |
| 2029 | | 7,807 | | |
| 2030 | | | 4,329 | |
| Thereafter | | 17,731 | | |
| Total obligations | | $191,304 | | |
13. SEGMENT REPORTING
Through December 31, 2025, the Company has the followingtwo reportable and operating segments: (i) International Telecom and (ii) US Telecom.
Operating income is the segment measure of profit or loss reported to the chief operating decision maker for purposes of assessing the segments' performance and making capital allocation decisions. The Company believes operating income is a useful measure of its operating results as it provides relevant and useful information to investors and other users of the Company’s financial data in evaluating the effectiveness of the Company’s operations and underlying business trends in a manner that is consistent with management's evaluation of business performance. The Company’s chief operating decision maker is the Company’s Chief Executive Officer.
The following tables provide information for each operating segment (in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Year Ended December 31, 2025 | ||||||||||||
| · · · · · · · · · · · | ||||||||||||
| · · International · · US · · Corporate and · · · | ||||||||||||
| · · Telecom · · Telecom · · Other (1) · · Consolidated | ||||||||||||
| Revenue | | | | | | | | | | | | |
| Communication Services | | | | | | | | | | | | |
| Mobility - Business | | $20,176 | | $66 | | $— | | $20,242 | ||||
| Mobility - Consumer | | | 87,432 | | | (38) | | | — | | | 87,394 |
| Total Mobility | | | 107,608 | | | 28 | | | — | | | 107,636 |
| Fixed - Business | | | 74,077 | | | 118,043 | | | — | | | 192,120 |
| Fixed - Consumer | | | 171,742 | | | 90,042 | | | — | | | 261,784 |
| Total Fixed | | | 245,819 | | 208,085 | | — | | 453,904 | |||
| Carrier Services | | | 13,665 | | | 121,149 | | | — | | | 134,814 |
| Other | | 9,413 | | | 472 | | | — | | | 9,885 | |
| Total Communication Services Revenue | | 376,505 | | | 329,734 | | | — | | | 706,239 | |
| Construction | | — | | | 4,825 | | | — | | | 4,825 | |
| Other | | | | | | | | | | | | |
| Managed Services | | | 5,376 | | | 11,535 | | | — | | | 16,911 |
| Total Other Revenue | | | 5,376 | | | 11,535 | | | — | | | 16,911 |
| Total Revenue | | | 381,881 | | | 346,094 | | | — | | | 727,975 |
| | | | | | | | | | | | | |
| Operating Expenses | | | | | | | | | | | | |
| Cost of communication services and other | | | 139,584 | | | 173,544 | | | — | | | 313,128 |
| Cost of construction revenue | | | — | | | 5,264 | | | — | | | 5,264 |
| Selling, general and administrative | | | 110,662 | | | 88,750 | | | 20,128 | | | 219,540 |
| Stock-based compensation | | | 639 | | | 183 | | | 7,721 | | | 8,543 |
| Transaction-related charges | | | — | | | — | | | 3,576 | | | 3,576 |
| Restructuring and reorganization expenses | | | 3,805 | | | 4,928 | | | 1,424 | | | 10,157 |
| Depreciation and amortization | | | 58,026 | | | 71,569 | | | 3,381 | | | 132,976 |
| Amortization of intangibles from acquisitions | | | 1,004 | | | 3,904 | | | — | | | 4,908 |
| (Gain) loss on disposition of assets, transfers and contingent consideration | | | 1,188 | | | (333) | | | 594 | | | 1,449 |
| Total Operating Expenses | | | 314,908 | | | 347,809 | | | 36,824 | | | 699,541 |
| Income (loss) from operations | | | 66,973 | | | (1,715) | | | (36,824) | | | 28,434 |
| Other income (expenses) | | | | | | | | | | | | |
| Interest income | | | | | | | | | | | | 702 |
| Interest expense | | | | | | | | | | | | (47,822) |
| Other expense | | | | | | | | | | | | (9,067) |
| Other expense | | | | | | | | | | | | (56,187) |
| Loss before income taxes | | | | | | | | | | | | (27,753) |
| | | | | | | | | | | | | |
| Other segment disclosures: | | | | | | | | | | | | |
| | | International | | US | | Corporate and | | | | |||
| | | Telecom | | Telecom | | Other (1) | | Consolidated | ||||
| Net (income) loss attributable to non-controlling interests | | | (6,238) | | | 14,854 | | | — | | | 8,616 |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Year Ended December 31, 2024 | ||||||||||||
| · · · · · · · · · · · | ||||||||||||
| · · International · · US · · Corporate and · · · | ||||||||||||
| · · Telecom · · Telecom · · Other (1) · · Consolidated | ||||||||||||
| Revenue | | | | | | | | | | | | |
| Communication Services | | | | | | | | | | | | |
| Mobility - Business | | $19,794 | | $277 | | $— | | $20,071 | ||||
| Mobility - Consumer | | | 87,407 | | | 2,494 | | | — | | | 89,901 |
| Total Mobility | | | 107,201 | | | 2,771 | | | — | | | 109,972 |
| Fixed - Business | | | 74,087 | | | 125,439 | | | — | | | 199,526 |
| Fixed - Consumer | | | 172,078 | | | 86,760 | | | — | | | 258,838 |
| Total Fixed | | | 246,165 | | 212,199 | | — | | 458,364 | |||
| Carrier Services | | | 13,724 | | | 119,561 | | | — | | | 133,285 |
| Other | | 4,680 | | | 1,457 | | | — | | | 6,137 | |
| Total Communication Services Revenue | | 371,770 | | | 335,988 | | | — | | | 707,758 | |
| Construction | | | — | | | 3,900 | | | — | | | 3,900 |
| Other | | | | | | | | | | | | |
| Managed Services | | | 5,693 | | | 11,724 | | | — | | | 17,417 |
| Total other revenue | | | 5,693 | | | 11,724 | | | — | | | 17,417 |
| Total Revenue | | | 377,463 | | | 351,612 | | | — | | | 729,075 |
| | | | | | | | | | | | | |
| Operating Expenses | | | | | | | | | | | | |
| Cost of communication services and other | | | 136,137 | | | 176,268 | | | (149) | | | 312,256 |
| Cost of construction revenue | | | — | | | 3,866 | | | — | | | 3,866 |
| Selling, general and administrative | | | 114,175 | | | 91,650 | | | 23,044 | | | 228,869 |
| Stock-based compensation | | | 354 | | | 621 | | | 7,262 | | | 8,237 |
| Transaction-related charges | | | — | | | 3,789 | | | 1,058 | | | 4,847 |
| Restructuring and reorganization expenses | | | 1,489 | | | 1,167 | | | 879 | | | 3,535 |
| Depreciation and amortization | | | 63,708 | | | 73,994 | | | 633 | | | 138,335 |
| Amortization of intangibles from acquisitions | | | 1,006 | | | 6,901 | | | — | | | 7,907 |
| (Gain) loss on disposition of assets, transfers and contingent consideration | | | (15,179) | | | 2,529 | | | (601) | | | (13,251) |
| Goodwill impairment | | | — | | | 35,269 | | | — | | | 35,269 |
| Total Operating Expenses | | | 301,690 | | | 396,054 | | | 32,126 | | | 729,870 |
| Income (loss) from operations | | | 75,773 | | | (44,442) | | | (32,126) | | | (795) |
| Other income (expenses) | | | | | | | | | | | | |
| Interest income | | | | | | | | | | | | 1,186 |
| Interest expense | | | | | | | | | | | | (49,548) |
| Other expense | | | | | | | | | | | | (1,809) |
| Other expense | | | | | | | | | | | | (50,171) |
| Loss before income taxes | | | | | | | | | | | | (50,966) |
| | | | | | | | | | | | | |
| Other segment disclosures: | | | | | | | | | | | | |
| | | International | | US | | Corporate and | | | | |||
| | | Telecom | | Telecom | | Other (1) | | Consolidated | ||||
| Net (income) loss attributable to non-controlling interests | | | (12,844) | | | 18,267 | | | — | | | 5,423 |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Year Ended December 31, 2023 | ||||||||||||
| · · · · · · · · · · · | ||||||||||||
| · · International · · US · · Corporate and · · · | ||||||||||||
| · · Telecom · · Telecom · · Other (1) · · Consolidated | ||||||||||||
| Revenue | | | | | | | | | | | | |
| Communication Services | | | | | | | | | | | | |
| Mobility - Business | | $16,333 | | $527 | | $— | | $16,860 | ||||
| Mobility - Consumer | | | 92,153 | | | 3,510 | | | — | | | 95,663 |
| Total Mobility | | | 108,486 | | | 4,037 | | | — | | | 112,523 |
| Fixed - Business | | | 71,215 | | | 143,322 | | | — | | | 214,537 |
| Fixed - Consumer | | | 167,953 | | | 90,283 | | | — | | | 258,236 |
| Total Fixed | | | 239,168 | | 233,605 | | — | | 472,773 | |||
| Carrier Services | | | 14,686 | | | 128,195 | | | — | | | 142,881 |
| Other | | 3,066 | | | 3,839 | | | — | | | 6,905 | |
| Total Communication Services Revenue | | 365,406 | | | 369,676 | | | — | | | 735,082 | |
| Construction | | — | | | 10,629 | | | — | | | 10,629 | |
| Other | | | | | | | | | | | | |
| Managed Services | | | 5,327 | | | 11,178 | | | — | | | 16,505 |
| Total Other Revenue | | | 5,327 | | | 11,178 | | | — | | | 16,505 |
| Total Revenue | | | 370,733 | | | 391,483 | | | — | | | 762,216 |
| | | | | | | | | | | | | |
| Operating Expenses | | | | | | | | | | | | |
| Cost of communication services and other | | | 141,771 | | | 178,829 | | | (877) | | | 319,723 |
| Cost of construction revenue | | | — | | | 10,345 | | | — | | | 10,345 |
| Selling, general and administrative | | | 113,007 | | | 102,375 | | | 27,315 | | | 242,697 |
| Stock-based compensation | | | 431 | | | 247 | | | 7,857 | | | 8,535 |
| Transaction-related charges | | | — | | | 172 | | | 379 | | | 551 |
| Restructuring and reorganization expenses | | | 3,491 | | | 7,737 | | | — | | | 11,228 |
| Depreciation and amortization | | | 57,420 | | | 81,594 | | | 2,613 | | | 141,627 |
| Amortization of intangibles from acquisitions | | | 1,253 | | | 11,383 | | | — | | | 12,636 |
| (Gain) loss on disposition of assets, transfers and contingent consideration | | | (60) | | | 4,323 | | | (2,564) | | | 1,699 |
| Total Operating Expenses | | | 317,313 | | | 397,005 | | | 34,723 | | | 749,041 |
| Income from operations | | | 53,420 | | | (5,522) | | | (34,723) | | | 13,175 |
| Other income (expenses) | | | | | | | | | | | | |
| Interest income | | | | | | | | | | | | 476 |
| Interest expense | | | | | | | | | | | | (42,686) |
| Other income (expense) | | | | | | | | | | | | 1,496 |
| Other (expense) | | | | | | | | | | | | (40,714) |
| Loss before income taxes | | | | | | | | | | | | (27,539) |
| | | | | | | | | | | | | |
| Other segment disclosures: | | | | | | | | | | | | |
| | | International | | US | | Corporate and | | | | |||
| | | Telecom | | Telecom | | Other (1) | | Consolidated | ||||
| Net (income) loss attributable to non-controlling interests | | | (7,105) | | | 11,321 | | | — | | | 4,216 |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · International · · US · · Corporate and · · · | ||||||||||||
| · · Telecom · · Telecom · · Other (1) · · Consolidated | ||||||||||||
| December 31, 2025 | | | | | | | | | | | | |
| Cash, cash equivalents, and restricted cash | | $79,165 | | $35,915 | | $2,074 | | $117,154 | ||||
| Total current assets | | | 165,341 | | | 141,592 | | | 20,943 | | | 327,876 |
| Fixed assets, net | | | 451,303 | | | 533,443 | | | 7,021 | | | 991,767 |
| Goodwill | | 4,835 | | — | | — | | | 4,835 | |||
| Total assets | | 701,579 | | 881,968 | | 89,707 | | | 1,673,254 | |||
| Total current liabilities | | | 97,305 | | | 120,637 | | | 45,157 | | | 263,099 |
| Total debt, including current portion | | | 59,952 | | | 329,034 | | | 176,181 | | | 565,167 |
| December 31, 2024 | | | | | | | | | | | | |
| Cash, cash equivalents, and restricted cash | | $35,231 | | $51,604 | | $2,409 | | $89,244 | ||||
| Total current assets | | | 129,866 | | | 168,754 | | | 10,541 | | | 309,161 |
| Fixed assets, net | | | 466,861 | | | 565,625 | | | 7,707 | | | 1,040,193 |
| Goodwill | | 4,835 | | — | | — | | | 4,835 | |||
| Total assets | | 675,642 | | 957,914 | | 93,547 | | | 1,727,103 | |||
| Total current liabilities | | | 85,588 | | | 147,490 | | | 34,236 | | | 267,314 |
| Total debt, including current portion | | | 59,850 | | | 316,241 | | | 181,265 | | | 557,356 |
| (1) | Corporate and other refers to corporate overhead expenses and consolidating adjustments. |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Capital Expenditures | ||||||||||||
| | | | | | | | | | | | | |
| | | | International | | | US | | | Corporate and | | | |
| Year ended December 31, | | | Telecom | | | Telecom | | | Other (1) | | | Consolidated |
| 2025 | | $46,581 | | $43,439 | | $2 | | $90,022 | ||||
| 2024 | | | 56,693 | | | 53,652 | | | 29 | | | 110,374 |
| (1) | Corporate and other refers to corporate overhead expenses and consolidating adjustments. |
The table below identifies the Company’s revenues and long-lived assets by geographic location. The Company attributes revenue to geographic location based on location of the customer (in thousands):
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · 2025 · · 2024 · · 2023 | ||||||||||||||||||
| · · · · Long-Lived · · · · Long-Lived · · · · Long-Lived | ||||||||||||||||||
| · · Revenues · · Assets · · Revenues · · Assets · · Revenues · · Assets | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | |
| US | | $347,775 | | $809,370 | | $353,277 | | $872,515 | | $391,870 | | $938,650 | ||||||
| Guyana | | 125,957 | | 185,788 | | 122,576 | | 188,183 | | 119,915 | | 195,030 | ||||||
| US Virgin Islands | | | 90,422 | | | 205,484 | | | 92,104 | | | 208,059 | | | 95,129 | | | 213,553 |
| Bermuda | | 118,998 | | 91,497 | | 117,845 | | 97,310 | | 114,096 | | 102,227 | ||||||
| Other Foreign Countries | | | 44,823 | | | 53,240 | | | 43,273 | | | 51,877 | | | 41,206 | | | 52,982 |
| | | $727,975 | | $1,345,379 | | $729,075 | | $1,417,944 | | $762,216 | | $1,502,442 | ||||||
14. SUBSEQUENT EVENTS
Tower Portfolio Transaction
On February 11, 2026 (the “Signing Date”), certain subsidiaries of the Company, including Commnet Wireless, LLC, Arizona Nevada Tower Company, LLC, Commnet Four Corners, LLC, Commnet of Arizona, LLC, Commnet of Nevada, LLC, Excomm, LLC, and Mora Valley Wireless, LLC (collectively, the “Commnet Parties” and, individually, each a “Commnet Party”), entered into that certain Purchase and Sale Agreement (the “Transaction Agreement”) with EIP Holdings IV, LLC, an affiliate of Everest Infrastructure Partners, Inc. (“Everest”) to sell approximately 214 tower portfolio sites (representing the substantial majority of the applicable Commnet Parties’ tower portfolio and operations (the “Tower Portfolio”)) to Everest for up to $297 million in cash consideration (the “Aggregate Consideration”). The Aggregate Consideration is subject to certain adjustments and prorations as set forth in the Transaction Agreement (collectively, the “Consideration Adjustments”). The Transaction Agreement contemplates Everest’s acquisition of the Tower Portfolio (the “Tower Portfolio Transaction”) through Everest’s purchase of membership interests in a Delaware limited liability company (the “Sale Site Subsidiary” and, together with the Commnet Parties and Everest, the “Parties”) that is to be formed prior to the Initial Closing (as defined below) and to which the Commnet Parties will transfer and convey all of the Commnet Parties’ respective rights and interests in the Tower Portfolio.
The Tower Portfolio Transaction may be completed in one or more closings (each, a “Closing”). The Transaction Agreement sets forth certain conditions that must be satisfied prior to the conveyance of tower sites at a Closing. During the period between signing and the initial closing (the “Initial Closing”), the parties will determine which tower sites within the Tower Portfolio have satisfied such conditions and are ready to be conveyed at the Initial Closing (the “Assigned Sites”), which sites have not yet satisfied all such conditions but for which Everest is prepared to assume management pending satisfaction of such conditions (the “Managed Sites”), and which sites are not yet constructed or are subject to other conditions that will continue to be managed by Commnet until such conditions are satisfied (the “Deferred Sites”). At the Initial Closing, the Commnet Parties will assign and transfer to the Sale Site Subsidiary all of the Assigned Sites, and Everest will purchase all of the issued and outstanding membership interests in the Sale Site Subsidiary. At the Initial Closing, Everest will pay the portion of the Aggregate Consideration attributable to the Assigned Sites and the Managed Sites, and, pursuant to a management agreement, will manage the Managed Sites until the conditions to their conveyance are satisfied and such sites are transferred to Everest at one or more subsequent closings (each, a “Subsequent Closing”).
At any Subsequent Closing at which one or more Deferred Sites are transferred, Everest will pay the portion of the Aggregate Consideration attributable to such Deferred Site(s) through the acquisition of membership interests of one or more newly formed additional sale site subsidiaries. At the Initial Closing, the Parties will enter into, among other ancillary agreements, (i) the management agreement for the Managed Sites, (ii) master lease agreements, pursuant to which the Sale Site Subsidiary will lease to the applicable Commnet Party the requisite ground, tower, or other space of the Assigned Site (the “Leaseback”) for the Company’s continued use, and (iii) a preferred backhaul agreement whereby Commnet and/or one or more of its affiliates will become the preferred backhaul provider for Everest with respect to the Assigned Sites. The Initial Closing is expected to occur in the second quarter of 2026. The Transaction Agreement contains customary representations, warranties, covenants, and indemnities by each of the parties, and requires the receipt of certain consents and approvals prior to a closing. If the Transaction Agreement is terminated under certain circumstances that are not the fault of the Commnet Parties, Everest will be required to pay the Commnet Parties a termination fee equal to approximately $14.9 million.
In connection with the proposed Tower Portfolio Transaction and the Leaseback, on the Signing Date, the Company entered into a Consent with CoBank. Pursuant to the terms of the Consent, CoBank and the other Lenders and Voting Participants (constituting Required Lenders) party thereto consented to: (i) the consummation of the Transaction; (ii) the distributions of the Net Cash Proceeds (as defined in the 2023 CoBank Credit Agreement) from the Tower Portfolio Transaction to the Company and the minority shareholders of the Commnet Parties; (iii) the Net Cash Proceeds received from the Transaction being applied to the repayment of the outstanding 2023 CoBank Revolving Loan rather than the 2023 CoBank Term Loan; and (iv) to the extent that there are Net Cash Proceeds remaining after repaying the outstanding 2023 CoBank Revolving Loan, such Net Cash Proceeds being used by the Company and its subsidiaries for
working capital and general corporate purposes. The Consent further provides for the release of the Liens (as defined in the 2023 CoBank Credit Agreement) on the assets being sold in connection with the Transaction.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.