ATN International, Inc.
For the period ended Mar 31, 2026. Filed May 11, 2026.
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Mar 31, 2026 · Filed May 11, 2026
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Notes to Unaudited Condensed 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 March 31, 2026, 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 March 31, 2026, 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 the three months ended March 31, 2026:
| | | | | |
|---|---|---|---|---|
| | International Telecom | US Telecom | ||
| Services | Markets | Tradenames (1) | Markets | Tradenames |
| Mobility Services | Bermuda, Guyana, US Virgin Islands | One Communications, Brava | US (rural markets) | Choice NTUA Wireless |
| Fixed Services | Bermuda, Cayman Islands, Guyana, US Virgin Islands | One Communications, Logic, Brava | US | Alaska Communications, Commnet, Choice NTUA Wireless, Sacred Wind Communications, Ethos Broadband, Deploycom |
| Carrier Services | Bermuda, Guyana, US Virgin Islands, Cayman Islands | One Communications, Essextel, Logic, Brava | US | Alaska Communications, Commnet, Sacred Wind Communications |
| Managed Services | Bermuda, Cayman Islands, US Virgin Islands, Guyana | One Communications, Logic, Brava | US | Alaska Communications, Commnet |
| (1) | During 2025, the Company 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 refers to its business in Guyana as “OneGY” and its business in the US Virgin Islands as “OneVI” throughout this Report. |
For further information about the Company’s financial segments and geographical information about its operating revenues and assets, see Note 13 to the Unaudited Condensed Consolidated Financial Statements included in this Report.
Restructuring and reorganization expense
The Company engages in restructuring and reorganization activities from time to time. These activities are primarily reduction in force costs incurred to increase operational efficiency and improve the Company’s operating margins. 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 $1.3 million was accrued and payable as of March 31, 2026.
The Company’s 2026 reorganization plan began in January 2026. As of March, 31, 2026, the Company recorded$1.7 million of costs under the 2026 reorganization plan and of that amount $0.2 million was accrued and payable. A summary of the restructuring and reorganization costs is below (in thousands).
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Three months ended March 31, 2026 | |||||||||||
| | | | International | | | US | | | Corporate and | | | |
| | | | Telecom | | | Telecom | | | Other (1) | | | Consolidated |
| Employee costs | | $745 | | $159 | | $40 | | $944 | ||||
| Consulting costs | | | — | | | 32 | | | 749 | | | 781 |
| Total | | $745 | | $191 | | $789 | | $1,725 | ||||
The Company expects to incur $3 million to $4 million in reorganization costs in the first half of 2026.
2. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rulesand regulations of the SEC. The financial information included herein is unaudited; however, the Company believes such information and the disclosures herein are adequate to make the information presented not misleading and reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair statement of the Company’s financial position and results of operations for the periods described therein. The year-end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). Results of interim periods may not be indicative of results for the full year. These condensed consolidated financial statements and related notes should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 16, 2026.
The condensed consolidated financial statements include the accounts of the Company, its subsidiaries in which the Company holds controlling interests 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.
Recent Accounting Pronouncements
In November 2024, the FASB issued Accounting Standards Update (“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 provided 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 were required to adjust the historical data used in the estimation of credit losses to reflect current conditions. The Company prospectively adopted ASU 2025-05, effective January 1, 2026. The adoption of ASU 2025-05 did not have a material impact on its disclosures.
In December 2025, the FASB issued ASU No. 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 No. 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. DISPOSITIONS
US Telecom
On February 11, 2026, through certain Commnet subsidiaries, the Company entered into a 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 our Commnet tower portfolio and operations (the “Tower Portfolio”)) to Everest for up to $297 million in cash consideration, subject to certain adjustments and prorations (the “Tower Portfolio Transaction”).
The Tower Portfolio Transaction may be completed in one or more closings. 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 parties will determine which tower sites within the Tower Portfolio have satisfied such conditions and are ready to be conveyed at the initial closing, which sites have not yet satisfied all such conditions but for which Everest is prepared to assume management pending satisfaction of such conditions, and which
sites are not yet constructed or are subject to other conditions that will continue to be managed by the Company until such conditions are satisfied.
At the initial closing, the Company will enter into, among other ancillary agreements, (i) a management agreement for certain sites, (ii) master lease agreements, pursuant to which the Company will lease the requisite ground, tower, or other space of the conveyed tower site for our continued use, and (iii) a preferred backhaul agreement whereby the Company will become the preferred backhaul provider with respect to the conveyed tower sites.
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. The waiting period required under the Hart-Scott Rodino Act of 1976 with respect to the Tower Portfolio Transaction expired in early March 2026. If the Transaction Agreement is terminated under certain circumstances that are not the fault of the Company, it will receive a termination fee equal to approximately $14.9 million.
The Company continues to expect the initial closing of the Tower Portfolio Transaction to occur in the second quarter of 2026, generating gross proceeds of approximately $250 million to $270 million. Subsequent closings, totaling approximately $27 million to $47 million, are anticipated to occur over the twelve months following the initial closing, subject to the achievement of specified construction and operational milestones at designated sites within the Tower Portfolio.
The Company now currently anticipates that approximately 40-55% of the amount of proceeds to be received at the initial closing will be subject to post-closing resolution, due to delays in obtaining ground lease assigning consents from government and tribal agencies, as well as other conditions being satisfied with respect to such sites.
As of March 31, 2026, the Company recorded its Tower Portfolio assets and liabilities as held for sale. The assets and liabilities recorded as held for sale consist of the following (in thousands):
| | | | |
|---|---|---|---|
| Assets | | | |
| Fixed assets | $33,431 | ||
| Operating lease right of use assets | | 4,723 | |
| Other assets | | | 1,159 |
| Assets held for sale, net of current portion | | $39,313 | |
| | | | |
| Liabilities | | | |
| Current portion of lease liabilities | | $1,250 | |
| Liabilities held for sale | | | 1,250 |
| Lease liabilities, excluding current portion | | | 3,216 |
| Other liabilities | | | 2,885 |
| Liabilities held for sale, net of current portion | | | 6,101 |
| | | | |
| Net assets held for sale | | $31,962 | |
Other assets consist of contract assets recorded for lease contracts being transferred and other liabilities consist of asset retirement obligations for Tower Portfolio assets.
Upon completion of the initial closing of the Tower Portfolio Transaction, assuming all initial closing milestones are satisfied, the Company currently expects to recognize a gain ranging from $218 million to $238 million
before transaction related expenses and other related fees. The Company may recognize additional gains in subsequent closings as sale conditions are satisfied and Tower Portfolio assets are transferred.
Equity Investments
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 its equity investment as held for sale at December 31, 2025. The transaction price was reduced in 2026 resulting in a$2.6 million impairment being recorded in other income (expense) during the three months ended March 31, 2026. The investment’s remaining book value of$8.6 million continues to be recorded as held for sale in the Company’s March 31, 2026 balance sheet.
4. REVENUE RECOGNITION AND RECEIVABLES
The Company records revenue in accordance with the FASB’s Accounting Standard Codification (“ASC”) Topic 606, “Revenue Recognition” (“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 5 and government support revenue is disclosed in Note 9.
Timing of Revenue Recognition
Revenue recognized consisted of the following for the periods presented below (in thousands):
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended March 31, 2026 | |||||||||
| · · International · · US · · · | |||||||||
| · · Telecom · · Telecom · · Total | |||||||||
| Services transferred over time | | $92,170 | | $70,686 | | $162,856 | |||
| Goods and services transferred at a point in time | | | 3,676 | | | 1,416 | | | 5,092 |
| Total revenue accounted for under ASC 606 | | $95,846 | | $72,102 | | $167,948 | |||
| Operating lease income | | | 212 | | | 2,241 | | | 2,453 |
| Government support revenue (1) | | | — | | | 11,818 | | | 11,818 |
| Total revenue | | $96,058 | | $86,161 | | $182,219 | |||
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended March 31, 2025 | |||||||||
| · · International · · US · · · | |||||||||
| · · Telecom · · Telecom · · Total | |||||||||
| Services transferred over time | | $89,516 | | $68,705 | | $158,221 | |||
| Goods and services transferred at a point in time | | | 3,512 | | | 2,906 | | | 6,418 |
| Total revenue accounted for under ASC 606 | | $93,028 | | $71,611 | | $164,639 | |||
| Operating lease income | | | 155 | | | 1,828 | | | 1,983 |
| Government support revenue (1) | | | 1,312 | | | 11,360 | | | 12,672 |
| Total revenue | | $94,495 | | $84,799 | | $179,294 | |||
| (1) | Revenue recognized from CAF II and USF programs (each as defined below). Refer to Note 9. |
Contract Assets and Liabilities
Contract assets and liabilities consisted of the following (amounts in thousands):
| · · · · · · · · · · · · · | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · March 31, 2026 · · December 31, 2025 · · · $ Change · · % Change | ||||||||||||
| Contract asset – current | | $3,849 | | $3,748 | | $101 | | | 2.7% | |||
| Contract asset – noncurrent | | | 4,567 | | | 5,887 | | | (1,320) | | | (22.4)% |
| Contract liability – current | | | (27,228) | | | (27,758) | | | 530 | | | (1.9)% |
| Contract liability – noncurrent | | | (46,969) | | | (48,084) | | | 1,115 | | | (2.3)% |
| Net contract liability | | $(65,781) | | $(66,207) | | $426 | | | (0.6)% | |||
The decrease in the Company’s net contract liability was due to the timing of customer prepayments, contract billings, and recognition of deferred revenue. During the three months ended March 31, 2026, the Company recognized revenue of$16.4 million related to its December 31, 2025 contract liability and amortized $1.2 million of the December 31, 2025 contract asset to revenue. During the three months ended March 31, 2025, the Company recognized revenue of$18.3 million related to its December 31, 2024 contract liability and amortized $1.1 million of the December 31, 2024 contract asset to revenue.
Contract Acquisition Costs
The March 31, 2026 and December 31, 2025 balance sheets include contract acquisition costs of $10.8 million and $11.2 million, respectively, in other assets. During the three months ended March 31, 2026 and March 31, 2025, the Company amortized $1.7 million and $1.8 million, respectively, of contract acquisition costs.
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$546 million at March 31, 2026. The Company expects to satisfy approximately 48% of the remaining performance obligations and recognize the transaction price within 24 months and approximately $60 million annually from 2028 through 2032. The Company omits performance obligations associated with a contract 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 makers 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, Construction, and Other revenue. Communication Services revenue is further disaggregated into business and consumer Mobility, business and consumer Fixed, Carrier Services, and Other services. Other revenue is further disaggregated into Managed Services revenue.
Receivables
The Company records an estimate of future credit losses in conjunction with revenue transactions based on the information available including historical experience and management’s expectations of future conditions. Those estimates are updated as additional information becomes available. 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.
The Company had gross accounts receivables of $103.1 million and $96.2 million as of March 31, 2026 and December 31, 2025, respectively. The Company also recorded allowances for credit losses against these receivables of$16.8 million and $15.5 million as of March 31, 2026 and December 31, 2025, respectively.
In addition, the Company also recorded a receivable under the Network Build and Maintenance Agreement with AT&T Mobility, LLC (“AT&T”) that was subsequently amended in May 2026 (the “FirstNet Agreement”) totaling $41.7 million as of March 31, 2026, of which $9.4 million was current and $32.3 million was long-term, and had a receivable under that same agreement of $43.9 million as of December 31, 2025, of which $8.8 million was current and $35.1 million was long-term. As of March 31, 2026, the Company had recorded$37.5 million of receivables under certain government support agreements, which included $22.0 million under the Replace and Remove Program (as defined below) and $15.5 million related to the Company’s participation in other government support programs. 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 under the Company’s participation in other government support programs (refer to Note 9).
The Company monitors receivables through the use of historical operating data adjusted for the expectation of future performance as appropriate. Activity in the allowance for credit losses is below (in thousands):
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Three months ended | ||||||
| · · March 31, 2026 · · March 31, 2025 | ||||||
| | | | | | | |
| Balance at beginning of period | $15,508 | | $15,132 | |||
| Current period provision for expected losses | | 2,156 | | | 1,854 | |
| Write-offs charged against the allowance | | (976) | | | (2,887) | |
| Recoveries collected | | | 132 | | | 207 |
| Balance at end of period | | $16,820 | | $14,306 | ||
5. LEASES
Lessee Disclosure
The Company has operating and financing leases for towers, land, corporate offices, retail facilities, and data transport capacity. Thelease terms are generally between three (3) andten (10) years, some of which include additional renewal options.
Supplemental lease information
The components of lease expense were as follows (in thousands):
| | | | | | |
|---|---|---|---|---|---|
| | Three Months Ended | ||||
| · March 31, 2026 · · March 31, 2025 | |||||
| Operating lease cost: | | | | | |
| Operating lease cost | $6,074 | | $5,906 | ||
| Short-term lease cost | | 1,661 | | | 1,332 |
| Variable lease cost | | 1,603 | | | 1,955 |
| Total operating lease cost | $9,338 | | $9,193 | ||
| | | | | | |
| Finance lease cost: | | | | | |
| Amortization of right-of-use asset | $575 | | $1,879 | ||
| Variable costs | | 108 | | | 287 |
| Interest costs | | 80 | | | 88 |
| Total finance lease cost | $763 | | $2,254 | ||
During the three months ended March 31, 2026 and 2025, the Company paid $5.4 million and $6.3 million, respectively, for operating lease liabilities. During the three months ended March 31, 2026 and 2025, the Company recorded $3.3 million and $5.2 million, respectively, of operating lease liabilities arising from right of use assets.
At March 31, 2026, finance leases with a net book value of $23.6 million were included in fixed assets, net. During the three months ended March 31, 2026, the Company paid $0.2 million of financing cash flows and $0.1 million of operating cash flows for finance lease liabilities. During the three months ended March 31, 2025, the Company paid$0.5 million of financing cash flows and $0.1 million of operating cash flows for finance lease liabilities. At March 31, 2026, finance leases had a lease liability of$3.7 million, of which $0.7 million was current.
At December 31, 2025, finance leases with a net book value of $24.2 million were included in fixed assets, net.
The weighted average remaining lease terms and discount rates as of March 31, 2026 and December 31, 2025 are set forth in the table below:
| | | | | | |
|---|---|---|---|---|---|
| · March 31, 2026 · · December 31, 2025 | |||||
| Weighted-average remaining lease term | | | | | |
| Operating leases | | 11.7 years | | | 11.8 years |
| Financing leases | | 5.5 years | | | 5.6 years |
| | | | | | |
| Weighted-average discount rate | | | | | |
| Operating leases | | 7.3% | | | 7.8% |
| Financing leases | | 8.8% | | | 8.7% |
Maturities of lease liabilities as of March 31, 2026 were as follows (in thousands):
| | | | | | |
|---|---|---|---|---|---|
| · Operating Leases · · Financing Leases | |||||
| 2026 (excluding the three months ended March 31, 2026) | | 14,459 | | | 775 |
| 2027 | | 16,657 | | | 1,006 |
| 2028 | | 12,510 | | | 737 |
| 2029 | | 9,027 | | | 537 |
| 2030 | | 7,579 | | | 527 |
| Thereafter | | 73,714 | | | 1,130 |
| Total lease payments | | 133,946 | | | 4,712 |
| Less imputed interest | | (52,574) | | | (1,054) |
| Total | $81,372 | | $3,658 | ||
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 | ||
As of March 31, 2026, the Company did not have any material operating or finance leases that had not yet commenced.
Lessor Disclosure
The Company is the lessor in agreements to lease the use of its network assets including its wireless cell sites and buildings. For the three months ended March 31, 2026 and 2025, the Company recorded$2.5 million and $2.0 million, respectively, of lease income from agreements for 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 (in thousands):
| | | |
|---|---|---|
| 2026 (excluding the three months ended March 31, 2026) | $6,486 | |
| 2027 | | 7,244 |
| 2028 | | 6,532 |
| 2029 | | 4,863 |
| 2030 | | 2,808 |
| Thereafter | | 6,594 |
| Total future lease payments | $34,527 |
6. USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP 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 Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The most significant estimates relate to revenue recognition, goodwill and long-lived intangible assets, income taxes, and contingencies. Actual results could differ significantly from those estimates.
7. FAIR VALUE MEASUREMENTS AND INVESTMENTS
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 that 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 March 31, 2026 and December 31, 2025 are summarized as follows (in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · March 31, 2026 | ||||||||||||
| · · Significant Other | ||||||||||||
| · · Quoted Prices in · · Observable · · Unobservable · · · | ||||||||||||
| · · Active Markets · · Inputs · · Inputs · · · | ||||||||||||
| Description · · (Level 1) · · (Level 2) · · (Level 3) · · Total | ||||||||||||
| Short term investments | | $396 | | $— | | $— | | $396 | ||||
| Employee benefit plan investments | | | 2,251 | | | — | | | — | | | 2,251 |
| Interest rate swap | | | — | | | 486 | | | — | | | 486 |
| Alloy redeemable common units (1) | | | — | | | — | | | (15,001) | | | (15,001) |
| Alloy contingent consideration (2) | | | — | | | — | | | (9,860) | | | (9,860) |
| Alaska Communications redeemable common units (3) | | | — | | | — | | | — | | | — |
| Warrants on Alaska Communications redeemable common units | | | — | | | — | | | — | | | — |
| Total assets and liabilities measured at fair value | | $2,647 | | $486 | | $(24,861) | | $(21,728) | ||||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · 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) |
| Alloy contingent consideration (2) | | | — | | | — | | | (9,545) | | | (9,545) |
| Alaska Communications redeemable common units (3) | | | — | | | — | | | — | | | — |
| Warrants on Alaska Communications redeemable common units | | | — | | | — | | | — | | | — |
| Total assets and liabilities measured at fair value | | $2,652 | | $(545) | | $(24,545) | | $(22,438) | ||||
| (1) | Represents redeemable common units in Alloy, Inc. (“Alloy”), the parent company of the Company’s operations in the western US. |
| (2) | Contingent consideration related to 2022 acquisition of Sacred Wind. Amounts are payable in 2026, 2027 and 2028. |
| (3) | Represents redeemable common units in Alaska Communications. |
Other Investments
The Company holds investments in equity securities consisting of noncontrolling investments in privately held companies. Historically, the investments are accounted for using 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 investment. The inputs consisted of a discount rate and future cash flows calculated based on the investment attributes. As of March 31, 2026, the Company’s investments were all accounted for under the measurement alternative for investments without a readily determinable value. A roll forward of the investments is set forth below (in thousands):
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Investments without a readily determinable fair value · · Fair value investments · · Total | |||||||||
| Balance, December 31, 2025 | | $36,646 | | $— | | $36,646 | |||
| Impairments | | | (2,600) | | | — | | | (2,600) |
| Balance, March 31, 2026 | | $34,046 | | $— | | $34,046 | |||
| | | | | | | | | | |
| Balance, December 31, 2024 and March 31, 2025 | | $41,956 | | $— | | $41,956 | |||
These investments are included with other assets and assets held for sale 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 the parent company of the Company’s operations in the southwestern US, Alloy, in connection with its acquisition of Sacred Wind in 2022. 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 instruments are redeemable at the option of the holder, beginning in November 2026 with respect to Alloy and with respect to Alaska Communications, at the earlier of its qualifying initial public offering or July 2028.
The fair value of the Alaska Communications common units waszero at both March 31, 2026 and December 31, 2025. The fair value of the warrants to purchase the Alaska Communications common units waszero at both March 31, 2026 and December 31, 2025. The Alloy common units were carried at a fair value of$15.0 million at both March 31, 2026 and December 31, 2025, which exceeded its the historical cost of $10.1 million at both March 31, 2026 and December 31, 2025. The Company calculates the fair value of the instruments using a combination of market and discounted cash flows approaches 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 March 31, 2026, the fair value of long-term debt, including the current portion, was $576.3 million and its book value was $570.2 million. 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.
The fair value of the customer receivable credit facility is estimated using Level 2 inputs. At March 31, 2026, the fair value of the customer receivable credit facility, including the current portion, was $37.0 million and its book
value was $37.4 million. 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.
8. LONG-TERM DEBT
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 applicable margin is determined based on the Total Net Leverage Ratio (as defined in the 2023 CoBank Credit Agreement). The Company will 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 of 3.25 to 1.0, measured quarterly, as well as customary representations, warranties and covenants, including covenants limiting additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, sale and leasebacks, transactions with affiliates and fundamental changes. The 2023 CoBank Credit Agreement 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 $2.3 million were unamortized as of March 31, 2026.
As of March 31, 2026, the Company had $119.4 million outstanding under the 2023 CoBank Term Loan and $55.5 million under the 2023 CoBank Revolving Loan. As of that date, the Company had$114.5 million of availability under the 2023 CoBank Revolving Loan. The Company was in compliance with all financial covenants as of March 31, 2026.
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. 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 Tower Portfolio 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 Tower Portfolio 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 Tower Portfolio Transaction.
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 4.90% and matured on November 13, 2025.
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 March 31, 2026, $38.9 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 March 31, 2026, $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 March 31, 2026, $21.5 million was outstanding under the 2024 Alaska Revolving Facility and $0.6 million of letters of credit were issued. As a result,$67.9 million was available under the 2024 Alaska Revolving Facility as of March 31, 2026.
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, the Company 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 March 31, 2026, the Company had$6.2 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 equal to, at the Company’s option, either (i) SOFR plus an applicable margin ranging between 3.00% to 4.50% or (ii) a base rate plus an applicable margin ranging from 2.00% to 3.50%. Swingline loans bear interest at the base rate plus the applicable margin for base rate loans. The Company also pays a fee ranging from 0.25% to 0.40% on the average daily unused portion of the 2024 Alaska Credit Facility over each calendar quarter.
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. Alaska Communications may prepay all revolving loans under the 2024 Alaska Revolving Facility at any time without premium or penalty, subject to certain notice requirements and balance restrictions.
Alaska Communications is required to maintain financial ratios, 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 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. As of March 31, 2026, Alaska Communications was in compliance with all financial covenants.
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 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).
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%. These swap agreements matured on June 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 3.43% to 3.45% and have a maturity date of September 30, 2027. The swap
agreements had a fair value of $0.5 million and $(0.5) million as of March 31, 2026 and December 31, 2025, respectively.
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 provided for a senior secured delayed draw term loan in an aggregate principal amount of up to $75.0 million with the proceeds used to acquire certain receivables from Commnet Wireless. The receivables financed and sold under the secured Receivables Credit Facility 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 were no further extensions of the draw period.
Interest on the loans accrue at a fixed annual interest rate ranging from 3.21% to 7.13%.
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 March 31, 2026, Commnet Wireless had $37.6 million outstanding, of which $8.9 million was classified as being current and $28.7 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 March 31, 2026.
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.
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 1.0% 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 March 31, 2026, $2.0 million was outstanding under the 2025 IDB Revolving Facility and there wereno outstanding borrowings under the 2025 IDB Term loan as of that date. As of March 31, 2026, OneGY was in compliance with all financial covenants.
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 March 31, 2026, the Company was in compliance with that corrective action plan.
As of March 31, 2026, $20.5 million was outstanding under the Sacred Wind Term Debt. Of that amount, $3.6 million was current and $16.9 million was long term.
The mortgage notes carry fixed interest rates ranging from 0.88% to 5.0%.
USVI Debt
The Company, and certain of its subsidiaries, entered into a loan agreement (the “OneVI Debt Agreement”) for a $60.0 million loan (the “OneVI Debt”) with National Cooperative Services Corporation (“NCSC”) on July 1, 2016. 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 are subject to a fee under certain circumstances. The debt is secured by certain assets of the OneVI subsidiaries and is guaranteed by the Company.
As of March 31, 2026, $60.0 million of the OneVI Debt remained outstanding. Of that amount, $3.4 million was current and $56.6 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 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 · · Other · · Debt · Credit Facility | |||||||||||||
| April 1, 2026 through December 31, 2026 | $4,594 | | $4,215 | | $6,500 | | $15,309 | $6,542 | |||||
| Year ending December 31, 2027 | | 13,098 | | | 4,500 | | | 9,750 | | | 27,348 | | 9,208 |
| Year ending December 31, 2028 | | 18,858 | | | 4,500 | | | 65,206 | | | 88,564 | | 9,657 |
| Year ending December 31, 2029 | | 299,249 | | | 5,250 | | | 93,438 | | | 397,937 | | 6,274 |
| Year ending December 31, 2030 | | 3,172 | | | 6,000 | | | — | | | 9,172 | | 2,989 |
| Thereafter | | 2,986 | | | 37,500 | | | — | | | 40,486 | | 2,958 |
| Total | | 341,957 | | | 61,965 | | | 174,894 | | | 578,816 | | 37,628 |
| Debt Discounts | | (6,336) | | | (22) | | | (2,298) | | | (8,656) | | (223) |
| Book Value as of March 31, 2026 | $335,621 | | $61,943 | | $172,596 | | $570,160 | $37,405 | |||||
9. GOVERNMENT SUPPORT AND SPECTRUM MATTERS
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 Universal Service Fund (“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 the Federal Communications Commission (“FCC”) staff taking into consideration broadband deployment funded through the Broadband Equity Access and Deployment Program; |
| ● | 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 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 Connect America Fund II (“CAF II”) support in the rural southwest until July 2028; |
| ● | The Company received $5.5 million annually in the US Virgin Islands through December 31, 2025. In September 2025, the Company 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 the Company’s request, it may or may not extend the Company’s support on a retroactive basis from December 31, 2025; and |
| ● | The Company receives state USF support in Alaska of approximately $2.5 million annually. |
As of March 31, 2026, the Company was in compliance in all material respects with its requirements associated with such funding.
The company participates in the FCC’s Rural Health Care Universal Service Support Mechanism (“RHC Program”). During the three months ended March 31, 2026 and 2025, the Company received $6.3 million and $4.4 million, respectively, related to RHC Program funding.
Revenue recognized from the USF High Cost Program, including the CAF II, ACF, and E-ACAM 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 (in thousands):
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | Three months ended | |||||||
| | March 31, 2026 | |||||||
| | | | | | | | | |
| · US Telecom · · International Telecom · · Total | ||||||||
| | | | | | | | | |
| High cost support | $3,475 | | $— | | $3,475 | |||
| CAF II (including ACF) | | 8,268 | | | — | | | 8,268 |
| RDOF | | 75 | | | — | | | 75 |
| RHC | | 6,318 | | | — | | | 6,318 |
| Other | | 1,442 | | | 3 | | | 1,445 |
| Total | $19,578 | | $3 | | $19,581 | |||
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | Three months ended | |||||||
| | March 31, 2025 | |||||||
| | | | | | | | | |
| · US Telecom · · International Telecom · · Total | ||||||||
| | | | | | | | | |
| High cost support | $3,115 | | $1,312 | | $4,427 | |||
| CAF II (including ACF) | | 8,170 | | | — | | | 8,170 |
| RDOF | | 75 | | | — | | | 75 |
| RHC | | 4,363 | | | — | | | 4,363 |
| Other | | 1,636 | | | 5 | | | 1,641 |
| Total | $17,359 | | $1,317 | | $18,676 | |||
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. 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, 2025 | $98,826 | |
| New grants | | 2,041 |
| Construction complete | | — |
| Grants awarded, March 31, 2026 | $100,867 | |
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 March 31, 2026. 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 March 31, 2026, the Company has received$37.7 million of
funding under these programs and spent $40.4 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 FCC’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 an aggregate amount 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 recently extended through early November 2026.
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, 2025 | $194,897 | | $38,799 | | $233,696 | |||
| Amounts spent | | 6,304 | | | 2,133 | | | 8,437 |
| Amounts transferred | | (9,030) | | | — | | | (9,030) |
| Total spend, March 31, 2026 | $192,171 | | $40,932 | | $233,103 | |||
| | | | | | | | | |
| Total reimbursements, December 31, 2025 | $(163,122) | | $(38,682) | | $(201,804) | |||
| Reimbursements received | | (8,179) | | | (1,085) | | | (9,264) |
| Total reimbursements, March 31, 2026 | $(171,301) | | $(39,767) | | $(211,068) | |||
| | | | | | | | | |
| Amount pending reimbursement | $20,870 | | $1,165 | | $22,035 | |||
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| · Capital · · Operating · · Total | ||||||||
| | | | | | | | | |
| Total spend, December 31, 2024 | $140,949 | | $27,446 | | $168,395 | |||
| Amounts spent | | 11,051 | | | 2,625 | | | 13,676 |
| Total spend, March 31, 2025 | $152,000 | | $30,071 | | $182,071 | |||
| | | | | | | | | |
| Total reimbursements, December 31, 2024 | $(103,540) | | $(27,181) | | $(130,721) | |||
| Reimbursements received | | (16,211) | | | (2,890) | | | (19,101) |
| Total reimbursements, March 31, 2025 | $(119,751) | | $(30,071) | | $(149,822) | |||
| | | | | | | | | |
| Amount pending reimbursement | $32,249 | | $ | - | | $32,249 | ||
At March 31, 2026, $14.5 million of the capital expenditures spent under the Replace and Remove Program were accrued and unpaid. Amounts identified as capital are recorded as investing cash flows and amounts identified as operating are recorded as operating cash flows in the Company’s statement of cash flows. During the three months ended March 31, 2026, the Company determined that reimbursement was not probable for$9.0 million of capital expenditures incurred under the Replace and Remove Program. As a result, the Company transferred$7.0 million to assets held for sale and the remaining $2.0 million to fixed assets. Except for this$9.0 million, the Company expects to be reimbursed, within the next twelve months, for all amounts spent.
10. RETIREMENT PLANS
Multi-employer Defined Benefit Plan
Pension benefits for substantially all of the Company’s Alaska-based employees are provided through the Alaska Electrical Pension Fund (“AEPF”). The Company pays a contractual hourly amount based on employee classification or base compensation to the AEPF. As a multi-employer defined benefit plan, the accumulated benefits and plan assets are not determined for, or allocated separately to, the individual employer. This plan was not in endangered or in critical status during the plan year.
Defined Benefit Plan
The Company has noncontributory defined benefit pension and noncontributory defined medical, dental, vision, and life benefit plans for employees who meet certain eligibility criteria. The majority of the benefits under these plans are frozen and the plans no longer allow new participants to join.
The Company recorded the net periodic benefit cost identified below (in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended | ||||||||||||
| · · March 31, 2026 · · March 31, 2025 | ||||||||||||
| · · Pension benefits · · Postretirement benefits · · Pension benefits · · Postretirement benefits | ||||||||||||
| Operating expense | | | | | | | | | | | | |
| Service cost | | $17 | | $16 | | $20 | | $19 | ||||
| Non-operating expense | | | | | | | | | | | | |
| Interest cost | | | 791 | | | 49 | | | 795 | | | 49 |
| Expected return on plan assets | | (626) | | — | | | (749) | | — | |||
| Amortization of unrecognized actuarial gain | | | (122) | | | (16) | | | (44) | | | (14) |
| Net periodic pension expense | | $60 | | $49 | | $22 | | $54 | ||||
The Company was not required to make contributions to its pension plans during the three months ended March 31, 2026 and 2025. However, the Company periodically evaluates whether to make discretionary contributions. The Company funds its postretirement benefit plans as claims are made and did not make contributions to its pension plans during the three months ended March 31, 2026 and 2025.
11. INCOME TAXES
In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the US. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company has reflected the impact of the enacted provisions in its financial statements for the three months ended, March 31, 2026, which were determined to be immaterial. The Company will continue to evaluate the impact of the OBBBA provisions effective in future years on the Company’s financial statements and related disclosures.
The Company’s effective tax rate for the three months ended March 31, 2026 and 2025 was (84.1%) and 1.7%, respectively.
The Company recorded an income tax expense of $1.6 million in relation to a pretax loss of $1.9 million for the three months ended March 31, 2026. The effective tax rate for the three months ended March 31, 2026 was primarily impacted by the following items: (i) the mix of income generated among the jurisdictions in which the Company operates, (ii) the exclusion of losses in Alaska and the US Virgin Islands due to valuation allowance positions placed on certain deferred tax assets that are not expected to be realized based on the weight of positive and negative evidence, and (iii) discrete expenses including$0.3 million for interest on prior years uncertain tax positions and $0.3 million in expense associated with stock option shortfalls.
The Company recorded an income tax benefit of $0.2 million in relation to a pretax loss of $11.6 million for the three months ended March 31, 2025. The effective tax rate for the three months ended March 31, 2025 was primarily impacted by the following items: (i) the mix of income generated among the jurisdictions in which the Company operates, (ii) net expense related to valuation allowances placed on certain deferred tax assets that are not expected to be realizable based on the weight of positive and negative evidence, and (iii) discrete expenses including $0.6 million for interest on prior years uncertain tax positions and $0.5 million in expense associated with shortfalls from share-based compensation.
The Company’s effective tax rate is based upon estimated income before provision for income taxes for the year, composition of the income in different countries, and adjustments, if any, in the applicable quarterly periods for potential tax consequences, benefits and/or resolutions of tax contingencies. The Company’s consolidated tax rate will continue to be impacted by any transactional or one-time items in the future and the mix of income in any given year generated among the jurisdictions in which the Company operates. While the Company believes it has adequately provided for all tax positions, amounts asserted by taxing authorities could materially differ from the Company’s accrued positions as a result of uncertain and complex application of tax law and regulations. Additionally, the recognition and measurement of certain tax benefits include estimates and judgments by management. Accordingly, the Company could record additional provisions or benefits for US federal, state, and foreign tax matters in future periods as new information becomes available.
12. EARNINGS PER SHARE AND REDEEMABLE NONCONTROLLING INTERESTS
Earnings Per Share
The following table reconciles the numerator and denominator in the computations of basic and diluted earnings per share (in thousands):
| | | | | | |
|---|---|---|---|---|---|
| | Three months ended March 31, | ||||
| · 2026 · · 2025 | |||||
| Numerator: | | | | | |
| Net loss attributable to ATN International, Inc. stockholders- Basic | | (2,797) | | | (8,928) |
| Less: Preferred dividends | | (1,594) | | | (1,458) |
| Net loss attributable to ATN International, Inc. common stockholders- Basic and Diluted | $(4,391) | | $(10,386) | ||
| | | | | | |
| Denominator: | | | | | |
| Weighted-average shares outstanding- Basic | | 15,283 | | | 15,131 |
| Weighted-average shares outstanding- Diluted | | 15,283 | | | 15,131 |
Redeemable Noncontrolling Interests
In connection with certain acquisitions, the Company accounts for third-party non-controlling minority investments as redeemable noncontrolling interests, which consist of both redeemable common and, in some instances, preferred units, in its consolidated financial statements.
The common units contain put options allowing the holder to sell at a future date, the common units to a subsidiary of the Company at the then fair market value. The common units participate in the earnings and losses of the subsidiaries and are allocated their applicable share of earnings and losses. After the allocation of earnings and losses, the Company estimates the fair value of the common units and records the common units at the higher of the book value or the estimated fair value of the common units.
The preferred units contain put options allowing the holder to sell at a future date, the preferred units to a subsidiary of the Company at a fixed price equal to face value of the units plus unpaid dividends. The preferred units hold a distribution preference over common units and carry a fixed dividend rate.
The put options for both the common and preferred units, if any, are nonrecourse to the Company. The put options for the Alloy common units are exercisable beginning in 2026 and the put options for the Alaska Communications common and preferred units are exercisable at the earlier of a future initial public offering of the subsidiary or July 2028.
For the three months ended March 31, 2026 and 2025, the Company allocated losses of $3.0 million and $3.6 million, respectively, to the redeemable common units representing their proportionate share of operating losses. The common units are carried at the higher of historical cost or fair value. The Alaska Communications common units were carried at a fair value ofzero at both March 31, 2026 and December 31, 2025. The Alloy common units were carried at a fair value of$15.0 million, which was higher than the historical cost of $10.1 million at both March 31, 2026 and December 31, 2025.
The following table provides a roll forward of the activity related to the Company’s redeemable noncontrolling interests for the three months ended March 31, 2026 and 2025 (in thousands):
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| · Redeemable Preferred Units · · Redeemable Common Units · · Total Redeemable Noncontrolling Interests | ||||||||
| Balance, December 31, 2025 | $71,820 | | $15,001 | | $86,821 | |||
| Accrued preferred dividend | | 1,594 | | | — | | | 1,594 |
| Allocated net loss | | — | | | (3,043) | | | (3,043) |
| Change in fair value | | — | | | 3,043 | | | 3,043 |
| Balance, March 31, 2026 | $73,414 | | $15,001 | | $88,415 | |||
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| · Redeemable Preferred Units · · Redeemable Common Units · · Total Redeemable Noncontrolling Interests | ||||||||
| Balance, December 31, 2024 | $65,704 | | $10,599 | | $76,303 | |||
| Accrued preferred dividend | | 1,458 | | | — | | | 1,458 |
| Allocated net loss | | — | | | (3,631) | | | (3,631) |
| Change in fair value | | — | | | 3,425 | | | 3,425 |
| Balance, March 31, 2025 | $67,162 | | $10,393 | | $77,555 | |||
13. SEGMENT REPORTING
Through March 31, 2026, the Company had 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 its financial data in evaluating the effectiveness of its 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 its Chief Executive Officer.
The following tables provide information for each operating segment (in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Three Months Ended March 31, 2026 | ||||||||||||
| · · · · · · · · · · · | ||||||||||||
| · · International · · US · · Corporate and · · · | ||||||||||||
| · · Telecom · · Telecom · · Other (1) · · Consolidated | ||||||||||||
| Revenue | | | | | | | | | | | | |
| Communication Services | | | | | | | | | | | | |
| Mobility - Business | | $5,176 | | $— | | $— | | $5,176 | ||||
| Mobility - Consumer | | | 21,183 | | | — | | | — | | | 21,183 |
| Total Mobility | | | 26,359 | | | — | | | — | | | 26,359 |
| Fixed - Business | | | 18,747 | | | 29,927 | | | — | | | 48,674 |
| Fixed - Consumer | | | 41,840 | | | 22,154 | | | — | | | 63,994 |
| Total Fixed | | | 60,587 | | 52,081 | | — | | 112,668 | |||
| Carrier Services | | | 4,197 | | | 31,889 | | | — | | | 36,086 |
| Other | | 3,194 | | | 151 | | | — | | | 3,345 | |
| Total Communication Services Revenue | | 94,337 | | | 84,121 | | | — | | | 178,458 | |
| Construction | | | — | | | — | | | — | | | — |
| Other | | | | | | | | | | | | |
| Managed Services | | | 1,721 | | | 2,040 | | | — | | | 3,761 |
| Total other revenue | | | 1,721 | | | 2,040 | | | — | | | 3,761 |
| Total Revenue | | | 96,058 | | | 86,161 | | | — | | | 182,219 |
| | | | | | | | | | | | | |
| Operating Expenses | | | | | | | | | | | | |
| Cost of communication services and other | | | 33,629 | | | 43,797 | | | — | | | 77,426 |
| Selling, general and administrative | | | 28,141 | | | 22,872 | | | 5,163 | | | 56,176 |
| Stock-based compensation | | | 127 | | | 28 | | | 1,780 | | | 1,935 |
| Transaction-related charges | | | — | | | 17 | | | 816 | | | 833 |
| Restructuring and reorganization expenses | | | 745 | | | 191 | | | 789 | | | 1,725 |
| Depreciation and amortization | | | 13,574 | | | 16,858 | | | 724 | | | 31,156 |
| Amortization of intangibles from acquisitions | | | 241 | | | 255 | | | — | | | 496 |
| Loss on disposition of assets, transfers and contingent consideration | | | 378 | | | 404 | | | — | | | 782 |
| Total Operating Expenses | | | 76,835 | | | 84,422 | | | 9,272 | | | 170,529 |
| Income (loss) from operations | | | 19,223 | | | 1,739 | | | (9,272) | | | 11,690 |
| Other expense | | | | | | | | | | | | |
| Interest income | | | | | | | | | | | | 132 |
| Interest expense | | | | | | | | | | | | (10,478) |
| Other expense | | | | | | | | | | | | (3,232) |
| Other expense | | | | | | | | | | | | (13,578) |
| Loss before income taxes | | | | | | | | | | | | (1,888) |
| | | | | | | | | | | | | |
| Other segment disclosures: | | | | | | | | | | | | |
| | | International | | US | | Corporate and | | | | |||
| | | Telecom | | Telecom | | Other (1) | | Consolidated | ||||
| Net (income) loss attributable to non-controlling interests | | | (2,606) | | | 3,283 | | | — | | | 677 |
| (1) | Corporate and other items refer to corporate overhead costs and consolidating adjustments and have been presented for reconciliation purposes to consolidated amounts. |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Three Months Ended March 31, 2025 | ||||||||||||
| · · · · · · · · · · · | ||||||||||||
| · · International · · US · · Corporate and · · · | ||||||||||||
| · · Telecom · · Telecom · · Other (1) · · Consolidated | ||||||||||||
| Revenue | | | | | | | | | | | | |
| Communication Services | | | | | | | | | | | | |
| Mobility - Business | | $4,849 | | $39 | | $— | | $4,888 | ||||
| Mobility - Consumer | | | 21,192 | | | — | | | — | | | 21,192 |
| Total Mobility | | | 26,041 | | | 39 | | | — | | | 26,080 |
| Fixed - Business | | | 18,493 | | | 29,244 | | | — | | | 47,737 |
| Fixed - Consumer | | | 42,872 | | | 22,415 | | | — | | | 65,287 |
| Total Fixed | | | 61,365 | | | 51,659 | | | — | | | 113,024 |
| Carrier Services | | | 3,904 | | | 29,227 | | | — | | | 33,131 |
| Other | | 1,740 | | | 56 | | | — | | | 1,796 | |
| Total Communication Services Revenue | | 93,050 | | | 80,981 | | | — | | | 174,031 | |
| Construction | | | — | | | 1,046 | | | — | | | 1,046 |
| Other | | | | | | | | | | | | |
| Managed Services | | | 1,446 | | | 2,771 | | | — | | | 4,217 |
| Total Other Revenue | | | 1,446 | | | 2,771 | | | — | | | 4,217 |
| Total Revenue | | | 94,496 | | | 84,798 | | | — | | | 179,294 |
| | | | | | | | | | | | | |
| Operating Expenses | | | | | | | | | | | | |
| Cost of communication services and other | | | 34,963 | | | 43,261 | | | — | | | 78,224 |
| Cost of construction revenue | | | — | | | 1,501 | | | — | | | 1,501 |
| Selling, general and administrative | | | 27,143 | | | 22,521 | | | 5,564 | | | 55,228 |
| Stock-based compensation | | | 215 | | | 78 | | | 1,612 | | | 1,905 |
| Transaction-related charges | | | — | | | — | | | 1,436 | | | 1,436 |
| Restructuring and reorganization expenses | | | 1,506 | | | 134 | | | 190 | | | 1,830 |
| Depreciation and amortization | | | 15,377 | | | 18,284 | | | 866 | | | 34,527 |
| Amortization of intangibles from acquisitions | | | 251 | | | 975 | | | — | | | 1,226 |
| (Gain) loss on disposition of assets, transfers and contingent consideration | | | 291 | | | 459 | | | — | | | 750 |
| Total Operating Expenses | | | 79,746 | | | 87,213 | | | 9,668 | | | 176,627 |
| Income (loss) from operations | | | 14,750 | | | (2,415) | | | (9,668) | | | 2,667 |
| Other expense | | | | | | | | | | | | |
| Interest income | | | | | | | | | | | | 272 |
| Interest expense | | | | | | | | | | | | (11,950) |
| Other expense | | | | | | | | | | | | (2,568) |
| Other expense | | | | | | | | | | | | (14,246) |
| Loss before income taxes | | | | | | | | | | | | (11,579) |
| | | | | | | | | | | | | |
| Other segment disclosures: | | | | | | | | | | | | |
| | | International | | US | | Corporate and | | | | |||
| | | Telecom | | Telecom | | Other (1) | | Consolidated | ||||
| | | | | | | | | | | | | |
| Net (income) loss attributable to non-controlling interests | | | (1,474) | | | 3,933 | | | — | | | 2,459 |
| (1) | Corporate and other items refer to corporate overhead costs and consolidating adjustments and have been presented for reconciliation purposes to consolidated amounts. |
Selected balance sheet data for each of the Company’s segments as of March 31, 2026 and December 31, 2025 consists of the following (in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · International · · US · · Corporate and · · · | ||||||||||||
| · · Telecom · · Telecom · · Other (1) · · Consolidated | ||||||||||||
| March 31, 2026 | | | | | | | | | | | | |
| Cash, cash equivalents, and restricted cash | | $90,904 | | $32,110 | | $476 | | $123,490 | ||||
| Total current assets | | | 179,405 | | | 136,978 | | | 18,742 | | | 335,125 |
| Fixed assets, net | | | 444,678 | | | 503,235 | | | 6,910 | | | 954,823 |
| Goodwill | | 4,835 | | — | | — | | | 4,835 | |||
| Total assets | | 707,281 | | 878,236 | | 89,136 | | | 1,674,653 | |||
| Total current liabilities | | | 109,039 | | | 120,212 | | | 47,644 | | | 276,895 |
| Total debt, including current portion | | | 61,943 | | | 335,621 | | | 172,596 | | | 570,160 |
| 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 |
For the three months ended March 31, 2026 and 2025, the Company spent $34.5 million and $43.3 million, respectively, on capital expenditures relating to its telecommunications networks and business support systems, of which $13.5 million and $22.4 million, respectively, are reimbursable under various government programs. The following notes the Company’s capital expenditures, by operating segment, for these periods (in thousands).
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Capital Expenditures | ||||||||||||
| | | | | | | | | | | | | |
| | | | International | | | US | | | Corporate and | | | |
| Three months ended March 31, | | | Telecom | | | Telecom | | | Other (1) | | | Consolidated |
| 2026 | | $8,261 | | $26,284 | | $— | | $34,545 | ||||
| 2025 | | | 10,803 | | | 32,472 | | | 2 | | | 43,277 |
| (1) | Corporate and other items refer to corporate overhead costs and consolidating adjustments and have been presented for reconciliation purposes to consolidated amounts. |
14. COMMITMENTS AND CONTINGENCIES
Regulatory and Litigation Matters
The Company and its subsidiaries are subject to certain regulatory and legal proceedings and other claims arising in the ordinary course of business, some of which involve claims for damages and taxes that are substantial in amount. 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.
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 $17.4 million as of March 31, 2026 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.