ATN INTERNATIONAL, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS (Form 10-Q)

The discussion and analysis of our financial condition and results of operations
that follows is based upon our condensed consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of our financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets and liabilities, revenues and expenses, and the related disclosure of
contingent assets and liabilities at the date of our financial statements.
Actual results may differ significantly from these estimates under different
assumptions or conditions. This discussion should be read in conjunction with
our condensed consolidated financial statements herein and the accompanying
notes thereto, and our Annual Report on Form 10-K for the year ended
December 31, 2020 filed with the SEC on March 1, 2021, (the "2020 Annual Report
on Form 10-K"), and in particular, the information set forth therein under
Item 7. "Management's Discussion and Analysis of Financial Condition and Results
of Operations."



Overview


We strive to be a leading platform for the operation of, and investment in,
connectivity services to remote and underserved markets. Our operating
subsidiaries provide critical infrastructure-based solutions and communications
services, in the United States, Bermuda, and the Caribbean. At the holding
company level, we oversee the allocation of capital within and to our
subsidiaries, affiliates, new investments, and stockholders. We have also
developed significant operational expertise and resources that we use to augment
the capabilities of our individual operating subsidiaries. Over the past ten
years, we have built a platform of resources and expertise to support our
operating subsidiaries and to improve their quality of service with greater
economies of scale and expertise than would typically be available at the
operating subsidiary level.



We actively evaluate potential acquisitions, investment opportunities and other
strategic transactions, both domestic and international, and generally look for
those that we believe have the potential for generating steady excess cash flows
over extended periods of time. We have used the cash generated from our
operations and dispositions of our operating subsidiaries to re-invest in our
existing businesses, to make strategic investments in additional businesses, and
to return cash to our investors. We also provide management, technical,
financial, regulatory, and marketing services to our operating subsidiaries and
typically receive a management fee calculated as a percentage of their revenues,
which is eliminated in consolidation. For further information about the
Company's financial segments and geographical information about our operating
revenues and assets, see Note 13 to the Unaudited Condensed Consolidated
Financial Statements included in this Report.



From September 30, 2021, we offer the following types of services to our customers:

Mobility telecommunications services. We offer mobile telecommunications

? services and equipment (“Mobility”) on our wireless networks to both of us

professional and private subscribers. In some markets, mobility services also have

includes private network services to commercial customers and municipalities.

Fixed telecommunications services. We provide fixed broadband data, internet

? and voice (“fixed”) telecommunications services for both our business and

consumer subscribers in all our markets. For some markets, fixed services

also include video services and support for certain government programs.



   Carrier Telecommunication Services. We deliver services to other

telecommunications providers (“carrier services”) such as wholesale roaming,

? rental of critical network infrastructure such as tower and transport

installations, site maintenance and international long distance services.

Managed services. We provide information technology services (“Managed

? Services “) such as network, application, infrastructure and hosting services for

   both our business and consumer customers.


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Through September 30, 2021, we have identified three operational areas to manage and review our operations and to facilitate presentations to investors of our results. These three operational areas are:

International Telecom. In our international markets, we offer fixed services,

? Mobility Services, Carrier Services and Managed Services to customers of

Bermuda, the Cayman Islands, Guyana and the US Virgin Islands. We also offer

fixed video services in Bermuda, the Cayman Islands, and the US Virgin Islands.

Telecom in the United States. In United States, we provide fixed service, carrier service

? and Managed Services for businesses and individuals in Alaska and the

Western United States where we also provide mobility and private network services to

   consumers.



Renewable energy. In India, we provided distributed generation solar power to

? commercial and industrial customers through January 27, 2021. See Layout

   of International Solar Business for further details.



The following chart summarizes the operating activities of our main subsidiaries, the segments in which we present our revenues and the markets we serve in the September 30, 2021:



       Segment               Services                             Markets                                                        Tradenames
International Telecom    Mobility            Bermuda, Guyana, US Virgin Islands                    One, GTT+, Viya
                         Fixed               Bermuda, Cayman Islands,

Guyana, US Virgin Islands One, Logic, GTT +, Viya

                         Carrier Services    Bermuda, Guyana, US Virgin Islands                    One, GTT+, Viya
                         Managed Services    Bermuda, Cayman Islands, US Virgin Islands, Guyana    Fireminds, One, Logic, GTT+, Viya
US Telecom               Mobility            United States (rural markets)                         Choice, Choice NTUA Wireless, Geoverse
                         Fixed               United States                                         Alaska Communications, Commnet, Choice, Choice NTUA 

Wireless, Deploycom

                         Carrier Services    United States                                         Alaska Communications, Commnet, Essextel
                         Managed Services    United States                                         Alaska Communications, Choice
Renewable Energy (1)     Solar               India                         
                       Vibrant Energy



 (1) See Disposition of International Solar Business for further details.

For more information on our financial segments and geographic information on our revenues and assets, see Notes 1 and 13 to the unaudited condensed consolidated financial statements included in this report.

The acquisition of Alaska Communications



On July 22, 2021, we completed the acquisition of Alaska Communications Systems
Group, Inc. ("Alaska Communications"), a publicly listed company, for
approximately $339.5 million in cash, net of cash acquired, (the "Alaska
Transaction"). Alaska Communications provides broadband telecommunication and
managed information technology services to customers in the State of Alaska and
beyond using its statewide and interstate telecommunications network.



In conjunction with the Alaska Transaction, we entered into an agreement with
affiliates and investment funds managed by Freedom 3 Capital, LLC as well as
other institutional investors (collectively the "Freedom 3 Investors"). The

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Freedom 3 Investors contributed $71.5 million in conjunction with the Alaska
Transaction (the "Freedom 3 Investment"). The Freedom 3 Investment consists of
common and preferred equity instruments in a subsidiary of the Company which
holds the ownership of Alaska Communications.  We accounted for the Freedom 3
Investment as redeemable noncontrolling interests in our consolidated financial
statements and we also entered into a financing transaction drawing $220 million
on a new credit facility to complete the Alaska Transaction. As a result of the
Alaska Transaction, we own approximately 52% of the common equity of Alaska
Communications and control its operations and management.  Beginning on July 22,
2021, the results of the Alaska Transaction are included in our US Telecom
segment.



See Liquidity and Capital Resources for a discussion of the credit agreement used to help fund the transaction in Alaska.


COVID-19


We are continuing to monitor and assess the effects of the ongoing COVID-19
pandemic on our commercial operations, the safety of our employees and their
families, our sales force and customers and any potential impact on our revenue
in 2021.


The preparation of the condensed consolidated financial statements requires us
to make estimates, judgments and assumptions that may affect the reported
amounts of assets, liabilities, equity, revenues and expenses and related
disclosure of contingent assets and liabilities. On an ongoing basis, we
evaluate estimates, judgments and methodologies. We assessed certain accounting
matters and estimates that generally require consideration of forecasted
financial information in context with the information and estimates reasonably
available to us and the unknown future impacts COVID-19 as of September 30, 2021
and through the date of this report. The accounting matters assessed included,
but were not limited to, the allowance for credit losses, the carrying value of
goodwill and other long-lived assets, financial assets, valuation allowances for
tax assets and revenue recognition.



Our assessment did not indicate that there was a material adverse impact to our
consolidated financial statements as of and for the three and nine months ended
September 30, 2021. However, future assessments of the impacts of COVID-19 for
the remainder of 2021, as well as other factors, including the possible
reinstatement of certain COVID-19 travel-related and stay-at-home restrictions,
could result in material adverse impacts to our consolidated financial
statements in future reporting periods. For example, we may experience
difficulty in procuring network or retail equipment, such as handsets for
subscribers, as a result of COVID-19 restrictions. Apart from possible
government issued travel restrictions, we currently cannot assess how COVID-19
may influence subscribers' procurement behavior for services or how that
behavior will impact revenues in the foreseeable future.



Sale of the international solar business

In January 2021, we completed the sale of 67% of the outstanding equity in our
business that owns and operates distributed generation solar power projects
operated under the Vibrant name in India (the "Vibrant Transaction"). The
post-sale results of our ownership interest in Vibrant, representing 33% of
Vibrant's profits and losses, will be recorded through the equity method of
accounting within the Corporate and Other operating segment. We will continue to
present the historical results of our Renewable Energy segment for comparative
purposes.



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



FirstNet Agreement



In July 2019, we entered into a Network Build and Maintenance Agreement with
AT&T Mobility, LLC ("AT&T") that we amended in August 2020 and May 2021 (the
"FirstNet Agreement"). In connection with the FirstNet Agreement, we are
building a portion of AT&T's network for the First Responder Network Authority
("FirstNet") in or near our current operating area in the Western United States.
Pursuant to the FirstNet Agreement and subject to certain limitations contained
therein, all cell sites must be completed and accepted within a specified period
of time. We expect to recognize construction revenue of approximately $80
million to $85 million through 2022 that will be mainly offset

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by construction costs as sites are completed. Revenues from construction are
expected to have minimal impact on operating income. The network build portion
of the FirstNet Agreement has continued during the COVID-19 pandemic but the
overall timing of the build schedule has been delayed. Subject to ongoing delays
caused by COVID-19 related restrictions, we currently expect construction
revenues to continue into 2022.



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



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



See Liquidity and Capital Resources below for a discussion regarding our March 26, 2020 credit agreement offering the possibility of financing the assets constructed under the FirstNet agreement.

Universal service fund and the Phase II programs of the Connect America Fund

We recognize revenue from several government funded programs including the
Universal Service Fund ("USF"), a subsidy program managed by the Federal
Communications Commission ("FCC"), and the Alaska Universal Service Fund
("AUSF"), a similar program managed by the Regulatory Commission of Alaska (the
"RCA"). USF funds are disbursed to telecommunication providers through four
programs: the High Cost Program; the Low Income Program ("Lifeline Program");
the Schools and Libraries Program ("E-Rate Program"); and the Rural Health
Care
Support Program.



We also recognize revenue from the Connect America Fund Phase II program ("CAF
II") which offers subsidies to carriers to expand broadband coverage in
designated areas. Under CAF II, our US Telecom segment will receive an aggregate
of $27.7 million annually through December 2025 and an aggregate of $8.0 million
annually from January 2026 through July 2028.



Both the USF and CAFII programs are subject to certain operational and reporting
compliance requirements. We believe we are in compliance with these requirements
as of September 30, 2021.



In 2018, the FCC initiated a proceeding to replace the High Cost Program support
received by Viya in the US Virgin Islands with a new Connect USVI Fund. On
November 16, 2020, the FCC announced that Viya was not the recipient of the
Connect USVI Fund award and authorized funding to be issued to the new awardee
in June 2021. Pursuant to the terms of the program and effective in July 2021,
Viya's annual USF support was reduced from $16.4 million to $10.9 million. In
July 2022, this support will be reduced again to $5.5 million for the annual
period through June 2023. Thereafter, Viya will not receive High Cost Program
support.


RDOF (“Rural digital opportunities fund“)

While waiting for the FACat the end of the award process, we expect to receive approximately $ 20.1 million more than 10 years to provide broadband and voice coverage to more than 10,000 households in United States (not including Alaska) as part of the 2020 Rural Digital Opportunity Fund (“RDOF”) Phase I auction.


Construction Grants


We have also been awarded construction grants to build network connectivity for
eligible communities. The funding of these grants, used to reimburse us for our
construction costs, is distributed upon completion of a project. As of December
31, 2020, we have been awarded approximately $16.8 million of such grants. We
were awarded $6.5 million of

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additional grants in the nine months ended September 30, 2021. Of this $23.3
million of awards, we have completed our construction obligations on $14.0
million of these projects and $9.3 million of such construction obligations
remain with completion deadlines beginning in July 2022. Once these projects are
constructed, we are obligated to provide service to the participants. We expect
to meet all requirements associated with these grants.



CARES Act



As of December 31, 2020, we have received $16.3 million of funding under the
Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") to construct
network infrastructure within our US Telecom segment. During the nine months
ended September 30, 2021, we received an additional $2.4 million of funding for
the same purpose. The construction was completed as of September 30, 2021 and
$18.4 million of the funding was recorded as a reduction to property, plant and
equipment with a subsequent reduction to depreciation expense. The remaining
$0.3 million was recorded as a reduction to operating expense in the nine months
ended September 30, 2021.



CBRS Auction



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

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