Overview
We strive to be a leading platform for the operation of, and investment in, smaller and specialty market communications services and technology companies. We have a long track record of delivering critical infrastructure-based solutions to underserved markets. Our majority-owned operating subsidiaries provide facilities-based communications services, along with related information technology solutions, inthe United States ,Bermuda , and theCaribbean . We also have non-controlling investments in several communications and technology companies, and we continue to consider opportunities to make controlling and minority investments in businesses that we believe have the potential for generating substantial and relatively steady cash flows over extended periods of time or have technologies or business models that might prove valuable to our main operating subsidiaries or create significant longer term growth potential for us as a whole. At the holding company level, we oversee the allocation of capital within and among our subsidiaries, affiliates, minority investments, and stockholders. We also have developed significant operational expertise and resources that we use to augment the capabilities of our individual operating subsidiaries. Over the past 10 years, we have built a platform of resources and expertise to support our operating subsidiaries and to improve their quality of service, and customer acquisition, retention, and satisfaction while maintaining optimal operating efficiencies. We have a number of shared service functions, including billing, network and engineering and customer service, and the parent company also employs personnel with specialized skills that provide greater economies of scale and expertise than would typically be available at the operating subsidiary level. We were incorporated inDelaware in 1987, began trading publicly in 1991 and spun off more than half of our operations to stockholders in 1998. We actively evaluate potential acquisitions, investment opportunities and other strategic transactions, both domestic and international, that we believe have the potential for generating steady excess cash flows over extended periods of time. In addition, we consider non-controlling investments in earlier stage businesses that we consider strategically relevant, and which may offer long-term growth potential for us, either individually, or as research and development businesses that can support our operating subsidiaries in new technology, product, and service development and offerings. We have used the cash generated from our established operating units, and any asset sales, to re-invest in our existing businesses, to make strategic investments in additional businesses, and to return cash to our investors. We provide management, technical, financial, regulatory, and marketing services to our subsidiaries and typically receive a management fee equal to a percentage of their revenues, which is eliminated in consolidation. For further information about our financial segments and geographical information about our operating revenues and assets, see Notes 1 and 15 to the Consolidated Financial Statements included in this Report.
Through
segment offer a mix of fixed data, internet and voice services ("Fixed") as
well as retail mobility ("Mobility") services to customers in
? in
information technology services ("Managed Services") to enterprise customers in
all our markets. We also offer services to other telecom providers ("Carrier
Services"), such as international long-distance, transport and access services,
and roaming from such telecom providers' customers traveling in our network
service areas.
Services, including wholesale roaming services, the leasing of critical network
? infrastructure such as towers and transport facilities, and site maintenance.
We also provide Fixed, Mobility, and Managed Services to our retail and
enterprise customers, and private network services to enterprise customers,
municipalities and other service providers. 36 Table of Contents
?Renewable Energy. InIndia , we provided distributed generation solar power to commercial and industrial customers throughJanuary 27, 2021 . ThroughNovember 6, 2018 , we also provided distributed generation solar power inthe United States inMassachusetts ,California andNew Jersey . See Sale of Renewable Energy Operations for further details.
The following chart summarizes the operating activities of our principal
subsidiaries, the segments in which we reported our revenue and the markets we
served as of
Segment Services Markets Tradenames International Telecom Mobility Bermuda, Guyana, US One, GTT+, Virgin Islands Viya Fixed Bermuda, Cayman Islands, Guyana, US One, Logic, Virgin Islands GTT+, Viya Carrier Services Bermuda, Guyana, US One, GTT+, Virgin Islands Viya Managed Services Bermuda, Cayman Fireminds, Islands, US Virgin One, Logic, Islands, Guyana GTT+, Viya US Telecom Mobility United States (rural Choice, markets) Choice NTUA Wireless, Geoverse Fixed United States Commnet, Choice, Choice NTUA Wireless, Deploycom Carrier Services United States Commnet, Essextel Managed Services United States Choice Renewable Energy Solar India Vibrant Energy COVID-19 InMarch 2020 , theWorld Health Organization declared a novel strain of coronavirus, now referred to as COVID-19, as a pandemic, and the virus has now spread globally to over 200 countries and territories, includingthe United States and other countries in which we have substantial operations. We are continuing to monitor and assess the effects of the 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 ofDecember 31, 2020 and through the date of this report. The accounting matters assessed included, but were not limited to, our allowance for credit losses, the carrying value of our goodwill and other long-lived assets, financial assets, valuation allowances for tax assets and revenue recognition. We assessed the impacts of COVID-19 on our consolidated financial statements as of and for the year endedDecember 31, 2020 , in particular the impacts on lines of revenues, operating expenses as well as the deferral and savings on other operating expenses and capital expenditures. During the year endedDecember 31, 2020 , while ourInternational Telecom segment experienced strengthened demand for both its Mobility and Fixed services, its Carrier Services revenue declined as a result of a reduction in roaming revenue due to pandemic-related travel and stay-at-home restrictions as compared to 2019. Such restrictions also resulted in decreased Mobility and Carrier Services revenues within ourUS Telecom segment during the year endedDecember 31, 2020 as compared to the same period of 2019. However, in response to certain anticipated impacts, we were able to implement operating expense savings, particularly with respect to ourInternational Telecom segment, that when coupled with Company-wide travel expense savings and capital expenditure deferrals, acted to offset much of the revenue loss or 37
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additional credit loss allowances caused by anticipated customer non-payment activity in the year. As a result, our assessment did not indicate that there was a material impact to our consolidated financial statements as of and for the year endedDecember 31, 2020 . However, our future assessments of the impacts of COVID-19 into 2021 or our ability to realize continued operational expense savings, as well as other factors, could result in material impacts to our consolidated financial statements in future reporting periods. For example, the local economies of many of ourCaribbean markets are tourism-dependent and the decline in global travel activity resulting from COVID-19 may continue to impact our revenue and cash flows for certain services in these markets as our retail and enterprise customers may be unable to pay for services, and our international roaming revenue may decline as compared to last year. The extent to which the COVID-19 pandemic ultimately impacts our business, financial condition, results of operations, cash flows, and liquidity may differ from our current estimates due to inherent uncertainties regarding the duration and further spread of the outbreak, its severity, actions taken to contain the virus or treat its impact, and how quickly and to what extent economic conditions normalize and more customary operating conditions resume.
Pending Acquisition of Alaska Communications System Group, Inc.
OnDecember 31, 2020 , we announced that we entered into an Agreement and Plan of Merger (the "Alaska Merger Agreement") with Freedom 3Capital, LLC ("Freedom3") to acquire all of the shares of Alaska Communications Systems Group, Inc. ("Alaska Communications "), a publicly listed company (Nasdaq:ALSK) for approximately$340 million , including the assumption of debt (the "Alaska Transaction"). Following the closing of the Alaska Transaction, we will, through our subsidiaries, own and control approximately 51% of Alaska Communications and Freedom3, through its affiliates, will own the remaining 49%. InFebruary 2021 , the required waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976 expired, however the Alaska Transaction remains subject to customary closing terms and conditions including (i) the approval of Alaska Communications' stockholders, (ii) the absence of certain legal impediments, and (iii) obtaining the necessary consents from theFederal Communications Commissions ("FCC ") and theRegulatory Commission of Alaska .
Sale of Renewable Energy Operations
International Solar Operations
InJanuary 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 ("Vibrant") name inIndia (the "Vibrant Transaction"). The post-sale results of our ownership interest in Vibrant will be recorded through the equity method of accounting within the Corporate and Other operating segment. As such, our consolidated financial statements will no longer include revenue and operating expenses from Vibrant, but instead, "other income (expense)" within the Corporate and Other operating segment will include our 33% share of Vibrant's profits or losses. 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. US Solar Operations OnNovember 6, 2018 , we completed the sale of our US Solar Operations business that owned and managed distributed generation solar power projects operated under the Ahana name inMassachusetts ,California andNew Jersey (the "US Solar Transaction"). The US Solar Transaction had a total value of approximately$122.6 million , which included a cash purchase price of$65.3 million and the assumption of approximately$57.3 million in debt, and is subject to certain other post-closing adjustments. Approximately$6.5 million of the purchase price was held in escrow for a period of twelve months after the closing to secure our indemnification obligations. We received the escrow inNovember 2019 . The operations sold in connection with the US Solar Transaction 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. 38 Table of Contents FirstNet Agreement InJuly 2019 andAugust 2020 , we entered into a Network Build and Maintenance Agreement (the "FirstNet Agreement") and First Amendment to that agreement withAT&T Mobility, LLC ("AT&T"), respectively, to build a portion of AT&T's network for theFirst Responder Network Authority ("FirstNet") as well as a commercial wireless network in or near our current operating area in theSouthwestern United States (the "FirstNet Transaction"). 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 by construction costs as sites are completed. Revenues from construction are expected to have minimal impact on operating income. Also pursuant to the FirstNet Agreement AT&T has the option to repay construction costs, with interest, over and eight year period. Accordingly, we entered into a receivables credit facility with CoBank, ACB (the "Receivables Credit Facility") in order to assist with this repayment option. The Receivables Credit Facility provides for a senior secured delayed draw term loan in an aggregate principal amount of up to$75 million with the proceeds being used to acquire the receivables related to the construction costs. 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 through 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 began receiving revenue from the FirstNet Transaction in the third quarter of 2019 and expect overall operating income contributions from the FirstNet Transaction to have a relatively steady impact going forward. See Sources of Cash below for a discussion regarding ourMarch 26, 2020 credit agreement providing the ability to finance the assets built under the FirstNet Agreement.Universal Service Fund
The Federal Universal Service Fund ("USF") is a subsidy program managed by theFCC . USF funds are disbursed to telecommunication providers through four programs: the High Cost Program; Low Income Program ("Lifeline Program"); Schools and Libraries Program ("E-Rate Program"); and Rural Health Care Support Program. We participate in the High Cost Program, Lifeline Program, E-Rate Program, and Rural Health Care Support Program as further described below. All of these funding programs are subject to certain operational and reporting compliance requirements. The Company believes it is in compliance with all applicable requirements. During the years endedDecember 31, 2020 , 2019 and 2018, we recorded$16.4 million ,$16.4 million , and$16.5 million , respectively, of revenue from High Cost Support in ourInternational Telecom segment for its US Virgin Islands operations under the "Viya" name. In addition, we recorded revenue of$15.5 million during the year endedDecember 31, 2018 , from additional funding authorized by theFCC following the Hurricanes. In 2018, theFCC initiated a proceeding to reform the High Cost Program in the US Virgin Islands andPuerto Rico in which it proposed to allocate USF funding of up to$18.7 million per year (inclusive of the$16.4 million per year currently allocated to Viya) for 10 years to supplant the$16.4 million that Viya currently receives per year. While Viya applied forConnect USVI Fund support allocated for the US Virgin Islands, onNovember 16, 2020 , theFCC announced that Viya was not the recipient of the provisional award and that theFCC had provisionally accepted a bid of approximately$8.6 million per year for a term of 10 years. Viya has challenged this decision and its challenge remains pending before theFCC . If Viya's challenge is not granted, pursuant to the terms of the program, Viya's USF support will be reduced, to two-thirds 39
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of the legacy total amount, or$10.9 million , during the first year following the finalization of the award and to one-third of the legacy total amount, or$5.5 million , during the second year. Thereafter, Viya will not receive high-cost USF support. Also, during each year endedDecember 31, 2020 , 2019 and 2018, we recorded$1.2 million of High Cost Support revenue in ourUS Telecom segment. We are subject to certain operational, reporting and construction requirements as a result of this funding and we believe that we are in compliance with all of these requirements. InAugust 2018 , we were awarded$79.9 million over 10 years under the Connect America Fund Phase II Auction. In connection with this award, we are required to provide Fixed broadband and voice services to certain eligible areas inthe United States . We are also subject to operational and reporting requirements under the program and we expect to incur additional capital expenditures to comply with these requirements. We have determined the award is a revenue grant, and as a result we will record the funding as revenue upon receipt. The Company recorded$7.6 million and$5.3 million of revenue in the years endedDecember 31, 2020 and 2019, respectively, from the Connect America Fund Phase II program. We also receive construction grants to build network connectivity for eligible communities. The funding is used to reimburse construction costs and is distributed upon completion of a project. As ofDecember 31, 2020 , we were awarded approximately$15.8 million of grants. We were awarded an additional construction grant of$1.0 million in 2020. As ofDecember 31, 2020 , we have completed our construction obligations on$10.2 million of these projects and$6.6 million of such construction obligations remain with completion deadlines beginning inSeptember 2021 . Once these projects are constructed, we are obligated to provide service to the participants. We receive funds upon construction completion. During 2020, we received$2.9 million , which was used to offset operating activities. During 2019, we received$5.4 million , of which$3.1 million was a reimbursement of capital expenditures and$2.3 million offset operating activities. We expect to meet all requirements associated with these grants.
We also receive funding to provide discounted telecommunication services to eligible customers under the E-Rate, Lifeline, and Rural Health Care Support Programs. During the years endedDecember 31, 2020 , 2019, and 2018, we recorded revenue of$10.0 million ,$6.1 million , and$8.2 million , respectively, in the aggregate from these programs. We are subject to certain operational and reporting requirements under the above mentioned programs and we believe that we are in compliance with all of these requirements. CARES Act During the fourth quarter of 2020, we received$16.3 million of funding under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"). The funding was utilized to construct network infrastructure in ourUS Telecom segment. The construction was completed in the fourth quarter of 2020 and was recorded as a reduction to property, plant and equipment and subsequently will be recorded as a reduction to depreciation expense. Tribal Bidding Credit As part of the broadcast television spectrum incentive auction, theFCC implemented a tribal lands bidding credit to encourage deployment of wireless services utilizing 600 MHz spectrum on the lands of federally recognized tribes. We received a bidding credit of$7.4 million under this program in 2018. A portion of these funds will be used to offset network capital costs and a portion will be used to offset the costs of supporting the networks. We currently estimate that we will use$5.8 million to offset capital costs, consequently reducing future depreciation expense and$1.6 million to offset the cost of supporting the network which will reduce future operating expense. ThroughDecember 31, 2020 , we have spent$5.8 million on capital expenditures and have recorded$0.2 million in offsets to the cost of supporting the network. The credits are subject to certain requirements, including deploying service byJanuary 2021 and meeting minimum coverage metrics. If the requirements are not met the funds may be subject to claw back provisions. We currently expect to comply with all applicable requirements related to these funds. 40 Table of Contents CBRS Auction During the third quarter of 2020, we participated in theFCC '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 throughoutthe 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.Platform Investment
During the second quarter of 2018, we invested in a new platform, based inthe United States , to develop in-building wireless network technology that enables building owners to capitalize on the growing demand for better indoor wireless solutions. RDOF In the 2020 Rural Digital Opportunity Fund Phase I Auction ("RDOF"), pending theFCC 's conclusion of the award process, we expect to receive approximately$20.1 million over 10 years to provide broadband coverage to over 10,000 households. Once confirmed, we will be obligated to provide broadband and voice services to certain eligible areas inthe United States . Impact of Hurricanes
DuringSeptember 2017 , the US Virgin Islands economy, our customer base and our operations were severely impacted by Hurricanes Irma and Maria (collectively, the "Hurricanes"). Our wireless and wireline networks and commercial operations were all severely damaged by these storms and as a result of the significant damage to the wireline network and the lack of consistent commercial power in the territory, we were unable to provide most of our wireline services, which comprise the majority of our revenue in this business, frommid-September 2017 and through most of 2018.
During the year endedDecember 31, 2018 , the Company received$15.5 million in one-time additional funding from theFCC 's USF to further subsidize its operations in the US Virgin Islands. This amount was recorded as revenue during the year endedDecember 31, 2018 . During the years endedDecember 31, 2019 and 2018, we spent$0.1 million and$80.2 million , respectively, for network restoration and resiliency enhancements that allowed the reconnection of a significant majority of affected US Virgin Islands households and businesses. Presentation of Revenue EffectiveJanuary 1, 2020 , we changed our presentation of revenue in the Consolidated Income Statements and in the Selected Segment Financial Information tables. This change is intended to better align our financial performance with the views of management and industry competitors, and to facilitate a more constructive dialogue with the investment community. Specifically, the previously disclosed revenue categories of wireless and wireline revenue are being represented as Mobility, Fixed and Carrier Services revenue within our segment information and are included within communications services revenue within our Income Statements. Managed Services revenue, which was previously a component of wireline revenue, is now included in other revenue along with revenue from our Renewable Energy operations. 41 Table of Contents
Selected Segment Financial Information
The following represents selected segment information for the years ended
For the Year Ended December 31, 2020 International US Renewable Corporate and Telecom Telecom Energy Other (1) Consolidated Revenue Communication Services Mobility$ 83,136 $ 9,626 $ - $ -$ 92,762 Fixed 230,375 22,269 - - 252,644 Carrier Services 7,120 79,448 - - 86,568 Other 1,535 - - - 1,535 Total Communication Services Revenue 322,166 111,343 - - 433,509 Other Renewable Energy - - 4,555 - 4,555 Managed Services 6,467 - - - 6,467 Construction - 10,913 - - 10,913 Total Other Revenue 6,467 10,913 4,555 - 21,935 Total Revenue 328,633 122,256 4,555 - 455,444 Operating income (loss) 58,064 7,388 (23,749) (32,523) 9,180 For the Year Ended December 31, 2019 International US Renewable Corporate and Telecom Telecom Energy Other (1) Consolidated Revenue Communication Services Mobility$ 84,560 $ 10,532 $ - $ -$ 95,092 Fixed 224,534 14,211 - - 238,745 Carrier Services 9,070 83,906 - - 92,976 Other 1,295 - - - 1,295
Total Communication Services Revenue 319,459 108,649
- - 428,108 Other Renewable Energy - - 5,534 - 5,534 Managed Services 5,080 - - - 5,080 Total Other Revenue 5,080 - 5,534 - 10,614 Total Revenue 324,539 108,649 5,534 - 438,722 Operating income (loss) 46,921 8,064 (7,243) (34,365) 13,377
(1) Reconciling items refer to corporate overhead costs and consolidating
adjustments.
A year-to-date comparison of our segment results is as follows:
International Telecom . Revenues within ourInternational Telecom segment increased$4.1 million , or 1.3%, to$328.6 million from$324.5 million for the year endedDecember 31, 2020 and 2019, respectively, as a result of an increase in broadband services in many of our international telecom markets which more than offset the impact of the 42
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reduction in Carrier Services and Mobility services (including handset sale revenues) as a result of COVID-19 related travel and stay-at-home restrictions.
Operating expenses within ourInternational Telecom segment decreased by$7.1 million , or 2.6%, to$270.5 million from$277.6 million for the year endedDecember 31, 2020 and 2019, respectively. The decrease was primarily the result of the impact of COVID-19 and other cost reduction measures which reduced roaming, advertising, contract labor and facility costs throughout all of our markets within this segment.
As a result, our
US Telecom . Revenue within ourUS Telecom segment increased by$13.7 million , or 12.6%, to$122.3 million from$108.6 million for the year endedDecember 31, 2020 and 2019, respectively, primarily as a result of an increase in construction revenue from the FirstNet Transaction and an increase in Fixed revenues, including broadband services and funding from the Connect America
Fund Phase II program. Operating expenses within ourUS Telecom segment increased$14.4 million , or 14.3%, to$114.9 million from$100.5 million for the year endedDecember 31, 2020 and 2019, respectively, as a result of construction costs and other expenses being incurred in connection with the FirstNet Transaction partially offset by the impact of COVID-19 related travel and stay-at-home restrictions.
As a result of the above, our
Renewable Energy. Revenue within our Renewable Energy segment decreased$0.9 million , or 16.4%, to$4.6 million from$5.5 million for the year endedDecember 31, 2020 and 2019, respectively, primarily as a result of a decrease in production as a result of the impact of COVID-19.
Operating expenses within our Renewable Energy segment increased to
As a result of the above, our Renewable Energy segment's operating loss
increased to
43
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The following represents a year over year discussion and analysis of our results of operations for the years endedDecember 31, 2020 and 2019 (in thousands): Year Ended Amount of Percent December 31, Increase Increase 2020 2019 (Decrease) (Decrease) REVENUE: Communication services$ 433,509 $ 428,108 $ 5,401 1.3 % Other 21,935 10,614 11,321 106.7 Total revenue 455,444 438,722 16,722 3.8 OPERATING EXPENSES (excluding depreciation and amortization unless otherwise indicated): Termination and access fees 111,763 112,943 (1,180) (1.0) Construction costs 10,616 - 10,616 100.0 Engineering and operations 73,350 77,649 (4,299) (5.5) Sales, marketing and customer services 37,557 38,730 (1,173) (3.0) General and administrative 101,454 100,534 920 0.9 Transaction-related charges 1,641 244 1,397 572.5 Depreciation and amortization 88,311 89,125 (814) (0.9) Goodwill impairment - 3,279 (3,279) 100.0 Loss on disposition of long-lived assets 21,572 2,841 18,731 659.3 Total operating expenses 446,264 425,345 20,919 4.9 Income from operations 9,180 13,377 (4,197) (31.4) OTHER INCOME (EXPENSE): Interest income 421 2,263 (1,842) (81.4) Interest expense (5,347) (5,010) (337) 6.7 Other expense (4,161) (4,558) 397 (8.7) Other expense, net (9,087) (7,305) (1,782) 24.4 INCOME BEFORE INCOME TAXES 93 6,072 (5,979) (98.5) Income tax expense 801 4,105 (3,304) (80.5) NET INCOME (708) 1,967 (2,675) (136.0) Net income attributable to non-controlling interests, net of tax: (13,414) (12,773) (641) 5.0 NET INCOME (LOSS) ATTRIBUTABLE TO ATN INTERNATIONAL, INC. STOCKHOLDERS$ (14,122) $ (10,806) $ (3,316) 30.7 % Communications services
Mobility revenue. Our Mobility revenue consists of retail revenue generated within both ourInternational Telecom andUS Telecom segments by providing mobile voice and data services over our wireless networks and the sale of related equipment such as handsets and other accessories to our subscribers. Mobility revenue decreased by$2.8 million , or 2.2%, to$92.8 million for the year endedDecember 31, 2020 from$95.1 million for the year endedDecember 31, 2019 . The decrease in Mobility revenue, within our segments, consisted of the following:
revenue decreased by
?
impact of COVID-19 related travel and stay-at-home restrictions resulted in a
decrease in our Mobility services as well as our equipment sales.
million, or 8.6%, to
?
decrease in subscribers within our retail Mobility operations which was
primarily related to the impact of COVID-19.
44 Table of Contents We expect that Mobility revenue within both our International andUS Telecom segments may continue to decline if the COVID-19 related travel restrictions continue for an extended period of time or become more severe so as to result in significant business interruptions and retail store closures. Fixed communications revenue. Fixed communications revenue is primarily generated by internet, voice, and video service revenues provided to retail and enterprise customers over our wireline networks. Fixed revenue within ourUS Telecom segment also includes revenue from the Connect America Fund Phase II program award. Fixed communications revenue increased by$13.9 million , or 5.8%, to$252.6 million from$238.7 million for the year endedDecember 31, 2020 and 2019, respectively. The increase in Fixed communications revenue, within our segments, consisted of the following:
communications revenue increased by
from
? respectively, primarily as a result of an increase in Fixed broadband services
in order to enable remote working and better connectivity during the COVID-19
pandemic. This increase was partially offset by a decrease in revenue from
certain enterprise customers, such as hotels, which were impacted by the
effects of COVID-19 related travel restrictions and stay-at-home restrictions.
US Telecom . Fixed communications revenue within ourUS Telecom segment
increased by
the year ended
? related to an increase in usage to support remote working and better
connectivity during the COVID-19 pandemic and an increase related to the
Connect America Fund Phase II program award which began during mid-2019, as
well as an increase in subscribers. We expect that Fixed revenue within ourInternational Telecom segment may decline as a result of the response, such as long delays in the return of tourism activity, to the COVID-19 pandemic which could result in significant business interruptions that might impact our customers' ability to pay for our services. Fixed revenue may also decline in many of our international markets as a result of a decline in video revenues due to subscribers using alternative methods to receive video content. We expect that Fixed revenue within theUS Telecom segment may also decline as a result of our customers' inability to pay for our services if COVID-19 related travel restrictions continue for an extended period of time or become more severe. However, those declines may be partially offset by the stable nature of our federal support contracts, such as the Connect America Fund Phase II program award, which are expected to provide steady and predictable revenues. Carrier Services revenue. Carrier Services revenue is generated by both ourInternational Telecom andUS Telecom segments. Within ourInternational Telecom segment, Carrier Services revenue includes international long-distance services, roaming revenues generated by other carriers' customers roaming into our retail markets, transport services and access services provided to other telecommunications carriers. Within ourUS Telecom segment, Carrier Services revenue includes services provided under the FirstNet Transaction, wholesale roaming revenues, the provision of network switching services, tower lease revenue and other services provided to carriers. Carrier Services revenue decreased by$6.4 million , or 6.9%, to$86.6 million from$93.0 million for the year endedDecember 31, 2020 and 2019, respectively. The decrease, within our segments, consisted of the following:
Services revenue decreased by
million for the year ended
? result of decreased roaming revenues within most of our
markets as a result of the travel and stay-at-home restrictions implemented in
response to COVID-19.
?
restructuring of certain carrier contracts. 45 Table of Contents Within ourInternational Telecom segment, we expect that Carrier Services revenue may continue to decline if COVID-19 related travel restrictions continue for an extended period of time or become more severe. Also within ourInternational Telecom segment, we expect that Carrier Services revenue from our international long-distance business inGuyana will continue to decrease as consumers seek to use alternative technology services to place calls. In addition, such revenue may decline as the result of the implementation, by the Government ofGuyana , of recently-passed legislation which terminates our right to be the exclusive provider of domestic fixed and international long-distance service inGuyana . While the loss of our exclusive rights may cause an immediate reduction in our Carrier Services revenue, the complete impact of the new legislation to our operations will not be fully known until the Government ofGuyana makes the terms and conditions of licenses, issued to two of our competitors, available to us. Over the longer term, such declines may be offset by increased revenue from broadband services to consumers and enterprises inGuyana , an increase in regulated local calling rates inGuyana or possible economic growth within that country. See Note 14 to the Condensed Consolidated Financial Statements included in this report. Within ourUS Telecom segment, we expect Carrier Services revenue to decrease as we progress through the construction phase of the FirstNet Transaction and from the impact of continued reduced contractual rates and imposed revenue caps. We believe that maintaining roaming and other Carrier Services favorable to our carrier customers allows us to preserve revenue for a longer period of time while creating the potential for long-lived shared infrastructure solutions for carriers in areas they may consider to be non-strategic. The most significant competitive factor we face within ourUS Telecom segment is the extent to which our carrier customers in our wholesale Mobility business choose to roam on our networks and lease our tower space and transport services or elect to build or acquire their own infrastructure in a market, reducing or eliminating their need for our services in those markets. We also face competition from other providers of such shared infrastructure solutions. In the past, we have entered into buildout projects with existing carrier customers to help these customers accelerate the buildout of a given area in exchange for the carrier's agreement to lease us spectrum in that area and enter into a contract with specific pricing and terms. Historically, these arrangements have differed from our FirstNet Transaction and have typically included a purchase right in favor of the carrier to purchase that portion of the network for a predetermined price, depending on when the right to purchase is exercised. Other communications services revenue. Other communications services revenue includes miscellaneous services that the operations within ourInternational Telecom segment provide to retail subscribers. Other communications services revenue increased to$1.5 million from$1.3 million for the year endedDecember 31, 2020 and 2019, respectively. Other revenue
Renewable energy revenue. Renewable energy revenue includes the generation of power through Power Purchase Agreements ("PPAs") from our solar plants inIndia . Our PPAs, which are typically priced at or below local retail electricity rates and allow our customers to secure electricity at predictable and stable prices over the duration of their long-term contracts, provide us with high-quality contracted cash flows. Renewable energy revenue decreased by$0.9 million , or 16.4%, to$4.6 million from$5.5 million for the year endedDecember 31, 2020 and 2019, respectively, primarily as a result of a decreases in production due to the impact of COVID-19.
As a result of the Vibrant Transaction, we will no longer record renewable energy revenue after recording a nominal amount in the first quarter of 2021.
Managed Services revenue. Managed Services revenue is generated primarily in ourInternational Telecom segment and includes network, application, infrastructure, and hosting services. 46 Table of Contents Managed Services revenue increased by$1.4 million , or 27.5%, to$6.5 million from$5.1 million for the year endedDecember 31, 2020 and 2019, respectively, primarily as a result of an increase in consulting and hosting services as
well as equipment sales.
We expect that Managed Services revenue may continue to increase but could be negatively impacted if COVID-19 related travel restrictions continue for an extended period of time or become more severe so as to result in significant business interruptions to our customers. Construction revenue. Construction revenue represents revenue generated within ourUS Telecom segment for the construction of network cell sites related to the FirstNet Agreement. During the year endedDecember 31, 2020 , we recognized$10.9 million of construction revenue. We expect the construction phase of the FirstNet Agreement to continue through 2022. Operating expenses Termination and access fee expenses. Termination and access fee expenses are charges that we incur for voice and data transport circuits (in particular, the circuits between our Mobility sites and our switches), internet capacity, video programming costs, access fees we pay to terminate our calls, telecommunication spectrum fees and direct costs associated with our Managed Services and technology business and our renewable energy operations. Termination and access fees also include bad debt reserves and the cost of handsets and customer resale equipment incurred by our retail businesses.
Termination and access fees decreased by
and access fees decreased by
million, for the year ended
decrease was primarily related to a decrease in the cost of retail
telecommunication equipment sales as many of our retail stores were closed
? during much of 2020 as a result of the impact of COVID-19. The decreases were
partially offset by increases in our managed information technology services
business as a result of an increase in the volume and cost of its equipment
sales as well as increases within our US Virgin Islands operations which
incurred certain variable termination and access fees in 2020 that were not
incurred during 2019 as a result of the impact of the Hurricanes.
by
ended
? result of an increase in data transport costs in connection with the FirstNet
Transaction partially offset by decreases in our wholesale long-distance voice
services businesses.
Renewable Energy. Termination and access fees within our Renewable Energy
? segment decreased
the year endedDecember 31, 2020 and 2019, respectively.
We expect that termination and access fee expenses may increase within all of our segments due to an expected increase in roaming and other termination costs when the COVID-19 related travel restrictions are lifted. Within theUS Telecom segment, we expect an increase in termination and access fees due to the anticipated expansion of our early stage private network business, expenses associated with our recent funding award under the CARES Act, and as a result of our performance under the FirstNet Transaction during the construction phase which is expected to continue through 2022.
Construction costs. Construction costs include the expenses incurred in
connection with constructing and making the FirstNet sites available for
delivery to ATT in accordance with our FirstNet Agreement. Construction costs,
all of which are incurred within our
47
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and were incurred in connection with the FirstNet Transaction. We expect the construction phase of the FirstNet Agreement to continue through 2022.
Engineering and operations expenses. Engineering and operations expenses include the expenses associated with developing, operating, upgrading and supporting our telecommunications networks and renewable energy operations, including the salaries and benefits paid to employees directly involved in the development and operation of those businesses. Engineering and operations expenses decreased by$4.2 million , or 5.5%, to$73.4 million from$77.6 million for the year endedDecember 31, 2020 and 2019, respectively. The net decrease in engineering and operations expenses, within our segments, consisted of the following:
and operations expenses decreased by
? from
respectively. This decrease was recognized within all of our international
markets as a result of the impact of the COVID-19 pandemic which caused a
reduction in contract labor, site repairs and maintenance and travel costs.
segment by
year ended
? support the construction phase of the FirstNet Transaction and our expanding
early stage private network business. This increase was partially offset by the
impact of the COVID-19 pandemic which caused a reduction in contract labor,
site repairs and maintenance and travel costs.
Corporate Overhead. Engineering and operations expenses within our corporate
? overhead decreased by
for the year endedDecember 31, 2020 and 2019, respectively.
We expect engineering and operating expenses to continue to increase in ourUS Telecom segment due to the anticipated expansion of our early-stage private network business, expenses associated with our recent funding awarded under the CARES Act, and expenses incurred during the construction phase of the FirstNet Transaction which we expect to continue through 2022. We also expect that engineering and operations expenses to increase within all of our segments when COVID-19 related restrictions are lifted. Sales and marketing expenses. Sales and marketing expenses include salaries and benefits we pay to sales personnel, customer service expenses, sales commissions and the costs associated with the development and implementation of our promotion and marketing campaigns.
Sales and marketing expenses decreased by
marketing expenses decreased by
?
decrease was incurred within all of our international markets primarily as a
result of a reduction in advertising and promotions and the impact of COVID-19
restrictions.US Telecom . Sales and marketing expenses increased within ourUS Telecom
segment by
year ended
? increased spending in our retail business within our US Mobility operations and
within our expanding early stage private network business. These increases were
partially offset by the impact of COVID-19 related travel and stay-at-home restrictions. 48 Table of Contents
Within ourUS Telecom segment, sales and marketing expenses may increase as a result of the expansion of our early stage private network and retail businesses. We also expect sales and marketing expenses to increase in both our International andUS Telecom segments when COVID-19 related travel restrictions are lifted. General and administrative expenses. General and administrative expenses include salaries, benefits and related costs for general corporate functions including executive management, finance and administration, legal and regulatory, facilities, information technology and human resources. General and administrative expenses also include internal costs associated with our performance of due-diligence in connection with acquisition activities.
General and administrative expenses increased by
? increase was the result of increased expenditures in information technology to
further enhance our network security partially offset by the impact of COVID-19
related restrictions which resulted in a reduction in travel and certain facility costs such as utilities.
2.3%, to
? and 2019, respectively, primarily as a result of an increase within our
early-stage-private network business to support its expanding operations
partially offset by certain cost reduction measures within our US Mobility
business and the impact of COVID-19 related restrictions on travel.
Renewable Energy. General and administrative expenses within our Renewable
Energy segment increased by
? million for the year ended
result of the expansion of operations partially offset by the impact of
COVID-19 related restrictions on travel.
Corporate Overhead. General and administrative expenses within our corporate
overhead decreased by
? million, for the year ended
related to certain cost reduction measures including reduced professional fees
along with the impact of COVID-19, partially offset by an increase in
information technology expenditures to further enhance our network security.
Within ourUS Telecom segment, we expect to incur increased general and administrative expenses to support our early-stage private network operations as well as expenses associated with our recent funding awarded under the CARES Act. In addition, we expect general and administrative expenses within our International andUS Telecom segments as well as our Corporate Overhead segment to increase as COVID-19 related travel restrictions are lifted and as we work to further enhance our network security. As a result of the Vibrant Transaction, we will no longer record general and administrative expenses within our Renewable Energy segment after recording a nominal amount in the first quarter of 2021. Transaction-related charges. Transaction-related charges include the external costs, such as legal, tax, accounting and consulting fees directly associated with acquisition and disposition-related activities, which are expensed as incurred. Transaction-related charges do not include internal costs, such as employee salary and travel-related expenses, incurred in connection with acquisitions or dispositions or any integration-related costs. We incurred$1.6 million and$0.2 million of transaction-related charges during the year endedDecember 31, 2020 and 2019, respectively. The transaction-related charges incurred during 2020 were primarily related to the Vibrant Transaction and the Alaska Transaction. 49 Table of Contents Depreciation and amortization expenses. Depreciation and amortization expenses represent the depreciation and amortization charges we record on our property and equipment and on certain intangible assets. Depreciation and amortization expenses decreased by$0.8 million , or 0.9%, to$88.3 million from$89.1 million for the year endedDecember 31, 2020 and 2019, respectively. The net decrease in depreciation and amortization expenses, within our segments, consisted primarily of the following:
our
? from
respectively. This increase was a result of recent upgrades and expansions to
this segment's network assets partially offset by certain assets becoming fully
depreciated in recent periods.
Telecom segment by
? for the year ended
result of capital expenditures within our US Mobility and early-stage private
business.
Renewable Energy. Depreciation and amortization expenses within our Renewable
? Energy segment decreased
million for the year endedDecember 31, 2020 and 2019, respectively, as a result of certain assets becoming fully depreciated in recent periods.
Corporate Overhead. Depreciation and amortization expenses decreased within our
? corporate overhead by
for the year ended
result of certain assets becoming fully depreciated in recent periods. We expect depreciation and amortization expense to increase in ourInternational Telecom ,US Telecom and Corporate Overhead segments as we acquire tangible assets to expand or upgrade our telecommunications networks. As a result of the Vibrant Transaction, we will no longer record depreciation and amortization within our Renewable Energy segment after recording a nominal amount in the first quarter of 2021.Goodwill impairment. During the year endedDecember 31, 2019 , we recorded a$3.3 million goodwill impairment charge within our Renewable Energy segment. See Note 8 to the Consolidated Financial Statements in this Report.
Loss on disposition of long-lived assets. During the year ended
During the year ended
Interest income. Interest income represents interest earned on our cash, cash equivalents, restricted cash and short term investment balances.
Interest income decreased$1.9 million to$0.4 million from$2.3 million for the year endedDecember 31, 2020 and 2019, respectively, as a result of a reduction in the balances of our cash, cash equivalents and short-term investments as well as our return on those balances. Interest expense. We incur interest expense on the Viya Debt and the One Communications Debt (each as defined below), as well as commitment fees, letter of credit fees and the amortization of debt issuance costs on our 2019 Credit Facility (as defined below). Beginning onMarch 26, 2020 , we also began incurring interest expense, related to the amortization of debt issuance costs, on the Receivables Credit Facility (as defined below). 50 Table of Contents Interest expense increased by$0.3 million , or 6.7%, to$5.3 million from$5.0 million for the year endedDecember 31, 2020 andDecember 31, 2019 , respectively, primarily as a result of the amortization of debt issuance costs related to the Receivables Credit Facility partially offset by a reduction
in our long-term debt.
We expect that interest expense may increase in future periods as a result of future borrowings under the Receivables Credit Facility.
Other expenses. Other expenses represents miscellaneous non-operational income earned and expenses incurred.
For the year endedDecember 31, 2020 , other expenses was$4.1 million which was primarily related to$3.4 million of losses related to non-controlling investments and$1.4 million relating to losses on foreign currency transactions. These expenses were partially offset by$0.6 million of income recognized on certain employee benefit plans. For the year endedDecember 31, 2019 , other expense was$4.6 million which was primarily related to a$4.7 million write down of a non-controlling equity investment and$1.6 million relating to a net loss on foreign currency transactions. These expenses were partially offset by$1.0 million of income recognized on certain employee benefit plans.
We expect that the impact of foreign currency fluctuations may decline as a result of the Vibrant Transaction as we will no longer be exposed to fluctuations in the value of the Indian Rupee.
Income taxes. Our effective tax rate for the years endedDecember 31, 2020 and 2019 was 858.3% and 67.6%, respectively. OnMarch 27, 2020 , theU.S. federal government enacted the CARES Act. The CARES Act, among other things, allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. Our effective tax rate for the year endedDecember 31, 2020 was primarily impacted by the following items: (i) a$3.1 million net benefit attributable to the remeasurement of domestic losses at a higher tax rate due to carryback provisions as provided by the CARES Act (ii) a$2.1 million net increase of unrecognized tax positions, (iii) a$1.5 million net increase for permanently non-deductible expenses, (iv) a$21.5 million loss on the sale of Vibrant with no tax benefit, and (v) the mix of income generated among the jurisdictions in which we operate along with the exclusion of losses in jurisdictions where we cannot benefit from those losses as required by ASC 740-270-30-36(a), primarily in the US Virgin Islands. The effective tax rate for the year endedDecember 31, 2019 was primarily impacted by the following items: (i) a$3.9 million net increase of unrecognized tax positions, (ii) a$3.8 million net increase for permanently non-deductible expenses, (iii) a$1.2 million deferred tax benefit related to an investment tax credit, and (iv) the mix of income generated among the jurisdictions in which we operate along with the exclusion of losses in jurisdictions where we cannot benefit from those losses as required by ASC 740-270-30-36(a), primarily in
the USVirgin Islands andIndia .
Our effective tax rate is based upon estimated income before provision for income taxes for the year, composition of the income in different countries, and adjustments, if any, in the applicable quarterly periods for potential tax consequences, benefits and/or resolutions of tax contingencies. Our consolidated tax rate will continue to be impacted by any transactional or one-time items in the future and the mix of income in any given year generated among the jurisdictions in which we operate. While we believe we have adequately provided for all tax positions, amounts asserted by taxing authorities could materially differ from our accrued positions as a result of uncertain and complex applications of tax law and regulations. Additionally, the recognition and measurement of certain tax benefits include estimates and judgments by management. Accordingly, we could record additional provisions or benefits for US federal, state, and foreign tax matters in future periods as new information becomes available. 51 Table of Contents Net income attributable to non-controlling interests, net of tax. Net income attributable to non-controlling interests, net of tax reflected an allocation of$13.4 million and$12.8 million of income generated by our less than wholly owned subsidiaries for the year endedDecember 31, 2020 and 2019, respectively, an increase of$0.6 million , or 5.5%. Changes in net income attributable to non-controlling interests, net of tax, within our segments, consisted of the following:
net of tax decreased by
million for the year ended
? as a result of an increase in profitability at certain less than wholly owned
subsidiaries offset by an increase in our ownership in those subsidiaries as
well as a decrease in profitability in other less than wholly owned subsidiaries.
increased by
? year ended
increased profitability at certain less than wholly owned subsidiaries within
our US Mobility retail operations.
Net loss attributable to
On a per diluted share basis, net loss was
Selected Segment Financial Information
The following represents selected segment information for the years ended
For the Year Ended December 31, 2019 International US Renewable Corporate and Telecom Telecom Energy Other (1) Consolidated Revenue Communication Services Mobility$ 84,560 $ 10,532 $ - $ -$ 95,092 Fixed 224,534 14,211 - - 238,745 Carrier Services 9,070 83,906 - - 92,976 Other 1,295 - - - 1,295 Total Communication Services Revenue 319,459 108,649 - - 428,108 Other Renewable Energy - - 5,534 - 5,534 Managed Services 5,080 - - - 5,080 Total Other Revenue 5,080 - 5,534 - 10,614 Total Revenue 324,539 108,649 5,534 - 438,722 Operating income (loss) 46,921 8,064 (7,243) (34,365) 13,377 52 Table of Contents For the Year Ended December 31, 2018 International US Renewable Corporate and Telecom Telecom Energy Other (1) Consolidated Revenue Communication Services Mobility$ 85,152 $ 11,759 $ - $ -$ 96,911 Fixed 213,765 7,860 - - 221,625 Carrier Services 8,846 95,861 - - 104,707 Other 2,080 - - - 2,080 Total Communication Services Revenue 309,843 115,480 - - 425,323 Other Renewable Energy - - 22,158 - 22,158 Managed Services 3,726 - - - 3,726 Total Other Revenue 3,726 - 22,158 - 25,884 Total Revenue 313,569 115,480 22,158 - 451,207 Operating income (loss) 45,022 36,813 13,440 (34,252) 61,023
(1) Reconciling items refer to corporate overhead costs and consolidating
adjustments.
A year-to-date comparison of our segment results is as follows:
International Telecom . Revenues within ourInternational Telecom segment increased$10.9 million , or 3.5%, to$324.5 million from$313.6 million for the year endedDecember 31, 2019 and 2018, respectively, as a result of an increase in broadband revenues in many of our international telecom markets. In addition, the year endedDecember 31, 2018 includes$15.5 million of non-recurring funding from the USF to help our US Virgin Islands operations recover from the impact of the Hurricanes. Operating expenses within ourInternational Telecom segment increased by$9.0 million , or 3.4%, to$277.6 million from$268.6 million for the year endedDecember 31, 2019 and 2018, respectively. The increase was primarily the result of increased expenses in the US Virgin Islands as their operations became more normalized following the impact of the Hurricanes.
As a result, our
US Telecom . Revenue within ourUS Telecom segment decreased by$6.9 million , or 6.0%, to$108.6 million from$115.5 million for the year endedDecember 31 ,
2019 and 2018, respectively. Carrier Services revenue decreased by$12.0 million , or 12.5%, to$83.9 million from$95.9 million for the year endedDecember 31, 2019 and 2018, respectively. This decrease was primarily the result of theJuly 2018 sale of approximately 100 cell sites, which generated$4.3 million in revenue during the year endedDecember 31, 2018 , and a reduction in wholesale traffic. Fixed communications revenue increased$6.3 million , or 79.7%, to$14.2 million from$7.9 million for the year endedDecember 31, 2019 and 2018, respectively, as a result of increased revenue from the Connect America Fund Phase II program and an increase in subscribers. Operating expenses within ourUS Telecom segment increased$21.9 million , or 27.8%, to$100.6 million from$78.7 million for the year endedDecember 31, 2019 and 2018, respectively. This increase in operating expenses was primarily related to the$15.2 million gain on theJuly 2018 sale of approximately 100 cell sites, the completion of the 53
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As a result of the above, ourUS Telecom segment's operating income decreased$28.7 million , or 78.0%, to$8.1 million from$36.8 million for the year endedDecember 31, 2019 and 2018, respectively. Renewable Energy. Revenue within our Renewable Energy segment decreased$16.7 million , or 75.2%, to$5.5 million from$22.2 million for the year endedDecember 31, 2019 and 2018, respectively, primarily as a result the US Solar Transaction. Operating expenses within our Renewable Energy segment increased by$4.0 million , or 45.2%, to$12.8 million from$8.8 million for the year endedDecember 31, 2019 and 2018. For the year endedDecember 31, 2019 , operating expenses within our renewable energy segment includes a$3.3 million impairment of intangibles and a$2.6 million loss on the settlement of certain partner settlement agreements. During the year endedDecember 31, 2018 , operating expenses within our renewable energy segment included a$4.0 million loss on the settlement of certain agreements and transaction-related charges associated with the US Solar Transaction of$2.1 million . Those charges were offset by the gain on the US Solar Transaction of$12.4 million . The remaining decrease of$8.4 million was related to the US operations which were sold with the US Solar Transaction.
As a result of the above, our Renewable Energy segment's operating income
decreased by
54 Table of Contents The following represents a year over year discussion and analysis of our results of operations for the years endedDecember 31, 2019 and 2018 (in thousands): Year Ended Amount of Percent December 31, Increase Increase 2019 2018 (Decrease) (Decrease) REVENUE:
Communication services$ 428,108 $ 425,323
$ 2,785 0.7 % Other 10,614 25,884 (15,270) (59.0) Total revenue 438,722 451,207 (12,485) (2.8) OPERATING EXPENSES (excluding depreciation and amortization unless otherwise indicated): Termination and access fees 112,943 114,478 (1,535) (1.3) Engineering and operations 77,649 73,031 4,618 6.3 Sales and marketing 38,730 35,207 3,523 10.0 General and administrative 100,534 104,267 (3,733) (3.6) Transaction-related charges 244 2,642 (2,398) (90.8) Restructuring charges - 515 (515) (100.0)
Depreciation and amortization 89,125 85,719 3,406 4.0 Goodwill impairment 3,279 - 3,279 100.0 (Gain) loss on disposition of long-lived assets 2,841 (26,425) 29,266 (110.8) Loss on damaged assets and other hurricane related charges, net of insurance recovery - 750
(750) (100.0) Total operating expenses 425,345 390,184 35,161 9.0 Income from operations 13,377 61,023 (47,646) (78.1) OTHER INCOME (EXPENSE): Interest income 2,263 1,811 452 25.0 Interest expense (5,010) (7,973) 2,963 (37.2) Other expense, net (4,558) (1,119) (3,439) 307.3 Other income and expense, net (7,305) (7,281) (24) 0.3 INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 6,072 53,742 (47,670) (88.7) Income tax provisions (benefit) 4,105 18,870 (14,765) (78.2) NET INCOME 1,967 34,872 (32,905) (94.4) Net income attributable to noncontrolling interests, net of tax: (12,773) (15,057) 2,284 (15.2) NET INCOME ATTRIBUTABLE TO ATN INTERNATIONAL, INC. STOCKHOLDERS$ (10,806) $ 19,815
$ (30,621) (154.5) % Communications services Mobility revenue. Mobility revenue decreased by$1.8 million , or 1.9%, to$95.1 million for the year endedDecember 31, 2019 from$96.9 million for the year endedDecember 31, 2018 . The decrease in Mobility revenue, within our segments, consisted of the following:
revenue decreased by
?
decrease was the result of a decrease in subscribers within some of our
international markets partially offset by an increase in subscribers within
other markets.
? million, or 11.0%, to
December 31, 2019 and 2018, respectively. This decrease was 55 Table of Contents primarily related to a decrease in enterprise revenue and a reduction in subscribers within some of our US retail markets. Fixed communications revenue. Fixed revenue within ourUS Telecom segment also includes revenue from the Connect America Fund Phase II program award. Fixed communications revenue increased by$17.1 million , or 7.7%, to$238.7 million from$221.6 million for the year endedDecember 31, 2019 and 2018, respectively. The net increase in Fixed communications revenue, within our segments, consisted of the following:
communications revenue increased by
from
? respectively, primarily as a result of an increase in broadband revenues in
many of our international telecom markets partially offset by
additional non-recurring funding from the USF, received during the year ended
impact of the Hurricanes.US Telecom . Fixed communications revenue within ourUS Telecom segment
increased by
? year ended
to an increase related to the Connect America Fund Phase II program award which
began during mid-2019 and an increase in subscribers. Carrier Services revenue. Within ourUS Telecom segment, Carrier Services revenue includes services provided under the FirstNet Transaction, wholesale roaming revenues, the provision of network switching services, tower lease revenue and other services provided to carriers. Carrier Services revenue decreased by$11.7 million , or 11.2%, to$93.0 million from$104.7 million for the year endedDecember 31, 2019 and 2018, respectively. The decrease, within our segments, consisted of the following:
Services revenue increased by
million for the year ended
? as a result of a decrease in roaming rates and traffic as a result of fewer
customers from other carriers roaming on our network in 2019 as compared to
2018.
?
endedDecember 31, 2019 and 2018, respectively, primarily as a result of a decrease in wholesale traffic and theJuly 2018 sale of 100 cell sites. Other communications services revenue. Other communications services revenue includes miscellaneous services that our operations within ourInternational Telecom segment provide to retail subscribers. Other communications services revenue increased to$1.3 million from$2.1 million for the year endedDecember 31, 2019 and 2018, respectively. Other revenue Renewable energy revenue. Renewable energy revenue decreased by$16.7 million , or 75.0%, to$5.5 million from$22.2 million for the year endedDecember 31, 2019 and 2018, respectively, primarily as a result of the impact of the US
Solar Transaction. Managed Services revenue. Managed Services revenue increased by$1.4 million , or 37.8%, to$5.1 million from$3.7 million for the year endedDecember 31, 2019 and 2018, respectively, primarily as a result of an increase in consulting
services and equipment sales. 56 Table of Contents Operating expenses
Termination and access fee expenses. Termination and access fees decreased by$1.6 million , or 1.3%, to$112.9 million from$114.5 million for the year endedDecember 31, 2019 and 2018, respectively. The net decrease in termination and access fees, within our segments, consisted of the following:
and access fees decreased by
million, for the year ended
?
variable costs of
of the impact of the Hurricanes. This increase was offset by an expense decrease in other markets as a result of a decline in subscribers.
consistent at
consistency was primarily a result of increased circuit costs in 2019 offset by
the
? 2018, the
support in 2018 which recorded such amounts as an offset to termination and
access fees as well as a decrease in termination costs within our wholesale
long-distance service as a result of a decline in traffic volume.
Renewable Energy. Termination and access fees within our Renewable Energy
? segment decreased
the year ended
Solar Transaction.
Engineering and operations expenses. Engineering and operations expenses
increased by
and operations expenses increased by
? from
respectively. This increase was primarily related to an increase in expenses
within most of our international markets, primarily related to the expansion
and upgrades of our networks.
segment by
? year ended
$2.1 million increase in these expenses in order to support our upgraded networks.
Renewable Energy. During 2018, our Renewable Energy segment recorded
? million of engineering and operations expenses. This segment did not incur any
engineering and operations expenses during 2019.
Corporate Overhead. Engineering and operations expenses within our corporate
? overhead remained consistent at
2019 and 2018.
Sales and marketing expenses. Sales and marketing expenses increased by
? marketing expenses increased by
increase was incurred within most of our international markets.US Telecom . Sales and marketing expenses increased within ourUS Telecom
segment by
? year ended
our early-stage private network business, which began operations in mid-2018.
57 Table of Contents General and administrative expenses. General and administrative expenses decreased by$3.7 million , or 3.6%, to$100.5 million from$104.3 million for the year endedDecember 31, 2019 and 2018, respectively. The net decrease in general and administrative expenses, within our segments, consisted of the following:
?
decrease was primarily related to cost reduction measures within both our
Managed Services and technology platform businesses as well as certain markets
within this segment.
? 10.6%, to
and 2018, respectively, primarily due to our early-stage private network business and to support our operations.
Renewable Energy. General and administrative expenses within our Renewable
Energy segment decreased by
? million for the year ended
decrease was primarily related to the US Solar Transaction partially offset by
an increase in such expenses within our international operations.
Corporate Overhead. General and administrative expenses within our corporate
overhead decreased by
? million, for the year ended
related to certain cost reduction measures, partially offset by an increase in
information technology expenditures to further enhance our network security. Transaction-related charges. We incurred$0.2 million of transaction-related costs during the year endedDecember 31, 2019 . During the year endedDecember 31, 2018 , we incurred$2.6 million of transaction-related charges relating to our early-stage private network and large-scale fiber network businesses. Restructuring charges. Restructuring charges are costs incurred as a result of reorganizing our operations from acquisition or disposition activities. During the year endedDecember 31, 2018 , we incurred$0.5 million of restructuring charges which were primarily related to the US Solar Transaction. There were no restructuring charges incurred during 2019. Depreciation and amortization expenses. Depreciation and amortization expenses increased by$3.4 million , or 4.0%, to$89.1 million from$85.7 million for the year endedDecember 31, 2019 and 2018, respectively. The net increase in depreciation and amortization expenses, within our segments, consisted primarily of the following:
our
from
? respectively. This increase was recognized throughout all of our international
markets as a result of upgrades and expansions to this segment's network assets
including the network repairs and resiliency enhancements in the US Virgin
Islands which were impacted by the Hurricanes.
Telecom segment by
for the year ended
? result of the completion of the
within our US wireless operations. We recorded approximately
depreciation expense in 2018 related to the 100 disposed cell sites. This
decrease was partially offset by the effects of additional capital expenditures
within this segment during 2018 and 2019.
Renewable Energy. Depreciation and amortization expenses within our Renewable
Energy segment decreased by
? million for the year ended
decrease,$4.3 million was the result of the impact of the US Solar Transaction. This 58 Table of Contents decrease was partially offset by an increase, as a result of capital expenditures, in our international operations of$1.0 million .
Corporate Overhead. Depreciation and amortization expenses increased by
? million, or 19.6%, to
services assets being placed into service.
Goodwill impairment. During the year endedDecember 31, 2019 , we recorded a$3.3 million goodwill impairment charge within our Renewable Energy segment. See Note 8 to the Consolidated Financial Statements in this Report.
(Gain) loss on disposition of long-lived assets. During the year ended
During the year endedDecember 31, 2018 , we recorded a gain on the disposition of long-lived assets of$26.4 million . Within ourUS Telecom segment, we recorded a gain of$17.2 million primarily as the result of a$15.2 million gain on the sale of approximately 100 cell sites and a$2.9 million gain on the sale of certain telecommunication licenses. Within our Renewable Energy segment, we recorded a gain on the US Solar Transaction of$12.4 million . These gains were partially offset by a$3.2 million loss recorded in connection with certain asset disposals and partner settlement agreements within our Renewable Energy segment and a$1.1 million loss on the disposal of miscellaneous assets within our US wireless operations.
Loss on damaged assets and other Hurricane-related charges. During the year endedDecember 31, 2018 , we incurred$0.8 million in expenses associated with the procurement of continued building maintenance, security services, the supply of alternative power and related professional fees.
Interest income. Interest income increased
Interest expense. Interest expense decreased by$3.0 million , or 37.2%, to$5.0 million from$8.0 million for the year endedDecember 31, 2019 andDecember 31, 2018 , respectively, primarily as a result of the US Solar Transaction and the effects of theApril 2019 amendment to our primary credit facility. During the year endedDecember 31, 2019 , we incurred interest expense on the Viya Debt and the One Communications Debt as well as commitment fees, letter of credit fees and the amortization of debt issuance costs on our outstanding credit facilities. During the year endedDecember 31, 2018 , we also incurred$2.9 million of interest expense on the Ahana Debt which was assumed by the acquirer inNovember 2018 as a part of the US Solar Transaction. Other expenses. For the year endedDecember 31, 2019 , other expenses were$4.6 million which was primarily related to a$4.7 million write down of previously acquired non-controlling equity investments and$1.6 million relating to a net loss on foreign currency transactions. These expenses were partially offset by$1.0 million of income recognized on certain employee benefit plans.
For the year ended
Income taxes. Our effective tax rate for the years endedDecember 31, 2019 and 2018 was 67.6% and 35.1%, respectively. The effective tax rate for the year endedDecember 31, 2019 was primarily impacted by the following items: (i) a$3.9 million net increase of unrecognized tax positions, (ii) a$3.8 million net increase for permanently non-deductible expenses, (iii) a$1.2 million deferred tax benefit related to an investment tax credit, and (iv) the mix of income generated among the jurisdictions in which we operate along with the exclusion of losses in jurisdictions where 59
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we cannot benefit from those losses as required by ASC 740-270-30-36(a),
primarily in the US Virgin Islands and
The effective tax rate for the year endedDecember 31, 2018 was primarily impacted by the following items: (i) a$10.6 million net increase of unrecognized tax positions, (ii) a$4.7 million net benefit to record a return to accrual adjustment, (iii) a$1.2 million benefit to recognize a capital loss carryover due to capital gains on sale of wireless licenses, (iv) a$1.4 million net benefit to record a valuation allowance release on an indefinite lived intangible asset, (v) a$1.7 million provision associated with the intercompany sale of assets from the US to the US Virgin Islands, and (vi) the mix of income generated among the jurisdictions in which we operate along with the exclusion of losses in jurisdictions where we cannot benefit from those losses as required by ASC 740-270-30-36(a), primarily in the US Virgin Islands andIndia . Our effective tax rate is based upon income before provision for income taxes for the year, composition of the income in different countries, and adjustments, if any, in the applicable quarterly periods for potential tax consequences, benefits and/or resolutions of tax contingencies. Our consolidated tax rate will continue to be impacted by any transactional or one-time items in the future and the mix of income in any given year generated among the jurisdictions in which we operate. While we believe we have adequately provided for all tax positions, amounts asserted by taxing authorities could materially differ from our accrued positions as a result of uncertain and complex applications of tax laws and regulations. Additionally, the recognition and measurement of certain tax benefits include estimates and judgments by management. Accordingly, we could record additional provisions or benefits for US federal, state, and foreign tax matters in future periods as new information becomes available. Net income attributable to non-controlling interests, net of tax. Net income attributable to non-controlling interests, net of tax reflected an allocation of$12.8 million and$15.1 million of income generated by our less than wholly owned subsidiaries for the year endedDecember 31, 2019 and 2018, respectively, a decrease of$2.3 million , or 15.2%. Changes in net income attributable to non-controlling interests, net of tax, within our segments, consisted of the following:
net of tax decreased by
? million for the year ended
as a result of a decrease in non-controlling ownership interests partially
offset by an increase in profitability at certain less than wholly owned subsidiaries.
decreased by
? year ended
decreased profitability at certain less than wholly owned subsidiaries within
our US wireless retail operations.
Renewable Energy. As a result of the US Solar Transaction, no allocation of
? income or losses was recorded to non-controlling interests during the year
ended
net of tax, was$2.1 million during the year endedDecember 31, 2018 .
Net income (loss) attributable toATN International, Inc. stockholders. Net income (loss) attributable toATN International, Inc. stockholders was a loss of$10.8 million and income of$19.8 million for the years endedDecember 31 ,
2019 and 2018, respectively. On a per diluted share basis, net income (loss) per diluted share was a loss of$0.68 and income of$1.24 per diluted share for the year endedDecember 31 ,
2019 and 2018, respectively.
Regulatory and Tax Issues
We are involved in a number of regulatory and tax proceedings. A material and adverse outcome in one or more of these proceedings could have a material adverse impact on our financial condition and future operations. For a discussion of ongoing proceedings, see Note 14 to the Consolidated Financial Statements in this Report. 60 Table of Contents CARES Act OnMarch 27, 2020 , the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. Certain provisions of the CARES Act impact our income tax provision computations.
Liquidity and Capital Resources
Historically, we have met our operational liquidity needs through a combination of cash-on-hand and internally generated funds and have funded capital expenditures and acquisitions with a combination of internally generated funds, cash-on-hand, proceeds from dispositions, borrowings under our credit facilities and seller financings. We believe our current cash, cash equivalents, short term investments and availability under our current credit facility will be sufficient to meet our cash needs for at least the next twelve months for working capital needs and capital expenditures. Total liquidity. As ofDecember 31, 2020 , we had approximately$105.0 million in cash, cash equivalents and restricted cash. Of this amount,$39.7 million was held by our foreign subsidiaries and is indefinitely invested outsidethe United States . In addition, we had approximately$72.8 million of debt, net of unamortized deferred financing costs, as ofDecember 31, 2020 . How and when we deploy our balance sheet capacity will figure prominently in our longer-term growth prospects and stockholder returns.
Uses of Cash
Acquisitions and investments. We funded our acquisitions with a combination of cash-on-hand, borrowings under our credit facilities as well as equity investor and seller financings.
Alaska Transaction. We have secured a commitment for certain debt financing in
connection with the Alaska Transaction.
We continue to explore opportunities to expand our telecommunications business or acquire new businesses and telecommunications licenses inthe United States , theCaribbean and elsewhere. Such acquisitions may require external financing. While there can be no assurance as to whether, when or on what terms we will be able to acquire any such businesses or licenses or make such investments, such acquisitions may be accomplished through the issuance of shares of our capital stock, payment of cash or incurrence of additional debt. From time to time, we may raise capital ahead of any definitive use of proceeds to allow us to move more quickly and opportunistically if an attractive investment materializes. Cash used in investing activities. Cash used in investing activities was$70.2 million and$88.3 million for the year endedDecember 31, 2020 and 2019, respectively. The net decrease in cash used for investing activities of$18.1 million was primarily related to a$34.6 million reduction in the net cash used for strategic investments offset by the increase in the usage of cash for the acquisition of telecommunications licenses of$20.4 million and capital expenditures of$2.6 million . During the year endedDecember 31, 2020 , we also received an additional$13.2 million in government grants as compared to 2019 and cash from investing activities for the year endedDecember 31, 2019 includes$6.4 million received as part of the US Solar Transaction. Cash used in financing activities. Cash used in financing activities was$73.4 million and$29.9 million during the year endedDecember 31, 2020 and 2019, respectively. The increase in cash used for financing activities of$43.5 million was primarily related to a$24.4 million increase in cash used to acquire non-controlling interests in One Communications (our subsidiary inBermuda and theCayman Islands ), a$9.1 million increase in the repayments of long-term debt, a$6.4 million increase in cash used for the repurchase of our Common Stock under the 2016 Repurchase Plan (as defined below) and a$3.2 million increase in the distributions made to minority shareholders.
Working Capital. Historically, we have internally funded our working capital needs. Pursuant to the FirstNet Agreement AT&T has the option to repay construction costs, with interest, over an eight year period. To fund the
61
Table of Contents
working capital needs created by AT&T's option to extend its payment terms, we
completed the Receivables Credit Facility, as discussed below, on
Capital expenditures. Historically, a significant use of our cash has been for capital expenditures to expand and upgrade our telecommunications networks and to expand our renewable energy operations. For the year endedDecember 31, 2020 and 2019, we spent approximately$75.3 million and$72.7 million , respectively, on capital expenditures. The following notes our capital expenditures, by operating segment, for these periods (in thousands): Capital Expenditures International US Renewable Corporate and Year ended December 31, Telecom Telecom Energy
Other (1) Consolidated 2020 $ 38,895$ 29,883 $ 2,932 $ 3,613$ 75,323 2019 42,029 17,490 6,448 6,758 72,725
(1) Corporate and other items refer to corporate overhead costs and consolidating
adjustments. We are continuing to invest in our telecommunication networks along with our operating and business support systems in many of our markets. Such investments include the upgrade and expansion of both our Mobility and Fixed telecommunications networks as well as our service delivery platforms. For 2021, we expectInternational Telecom capital expenditures to be approximately$45 million to$55 million . In theUS Telecom segment, we expect capital expenditures to be approximately$40 million to$50 million for 2021 including$20 million to$30 million related to towers and backhaul in conjunction with the FirstNet Agreement. We expect to fund our current capital expenditures primarily from our current cash balances, cash generated from operations and our existing credit facilities including the FirstNet Receivables Credit Facility. Income taxes. We have historically used cash-on-hand to make payments for income taxes. Our policy is to allocate capital where we believe we will get the best returns and to date has been to indefinitely reinvest the undistributed earnings of our foreign subsidiaries. As we continue to reinvest our remaining foreign earnings, outside of dividends fromGuyana made in 2020, no additional provision for income taxes has been made on accumulated earnings of foreign subsidiaries. Dividends. We use cash-on-hand to make dividend payments to our stockholders when declared by our Board of Directors. For the three months endedDecember 31, 2020 , our Board of Directors declared$2.7 million of dividends to our stockholders which includes a$0.17 per share dividend declared onDecember 14, 2020 and paid onJanuary 8, 2021 . We have declared quarterly dividends for
the last 88 fiscal quarters. Stock Repurchase Plan. OnSeptember 19, 2016 , our Board of Directors authorized the repurchase of up to$50.0 million of our Common Stock from time to time on the open market or in privately negotiated transactions (the "2016 Repurchase Plan"). We repurchased$6.6 million and$0.2 million of our Common Stock under the 2016 Repurchase Plan during the year endedDecember 31, 2020 and 2019, respectively. As ofDecember 31, 2020 , we have$30.9 million authorized and available for share repurchases under the 2016 Repurchase Plan.
Debt Service and Other Contractual Commitments Table. The following table
discloses aggregate information about our debt, lease and other obligations as
of
62 Table of Contents Less Than More Than
Contractual Obligations Total 1 Year 1 - 3 Years
4 - 5 Years 5 Years (In thousands) Debt$ 72,823 $ 3,750 $ 9,590 $ -$ 59,483 Pension and postretirement benefit obligations 57,311 20,077 8,068 8,429 20,737 Operating lease obligations 73,632 15,211 26,667
18,660 13,094 Total$ 203,766 $ 39,038 $ 44,325 $ 27,089 $ 93,314
We have omitted uncertain income tax liabilities from this table due to the inherent uncertainty regarding the timing of potential issue resolution. Specifically, either the underlying positions have not been fully developed enough under audit to quantify at this time or the years relating to the issues for certain jurisdictions are not currently under audit. AtDecember 31, 2020 , we had$40.8 million of gross unrecognized uncertain tax benefits of which$35.8 million is included in "Other Liabilities" and$5.0 million is included in "Accrued Taxes" in the consolidated balance sheet.
Sources of Cash
Cash provided by operations. Cash provided by operating activities was$86.3 million for the year endedDecember 31, 2020 as compared to$87.9 million for the year endedDecember 31, 2019 . The decrease of$1.6 million was primarily related to an increase in working capital investments made as a part of the FirstNet construction project partially offset by lower tax payments and improved operating income, net of the impact of the Vibrant Transaction. Credit facility. OnApril 10, 2019 , we entered into the 2019 Credit Facility, with CoBank, ACB and a syndicate of other lenders (the "2019 Credit Facility"). The 2019 Credit Facility provides for a$200 million revolving credit facility that includes (i) up to$75 million for standby or trade letters of credit and (ii) up to$10 million under a swingline sub-facility. Approximately$16.0 million of performance letters of credit have been issued and remain outstanding and undrawn as ofDecember 31, 2020 . The 2019 Credit Facility matures onApril 10, 2024 . Amounts borrowed under the 2019 Credit Facility bear interest at a rate equal to, at our option, either (i) the London Interbank Offered Rate ("LIBOR") plus an applicable margin ranging between 1.25% to 2.25% or (ii) a base rate plus an applicable margin ranging from 0.25% to 1.25%. Swingline loans bear interest at the base rate plus the applicable margin for base rate loans. The base rate is equal to the higher of (i) 1.00% plus the higher of (x) LIBOR for an interest period of one month and (y) LIBOR for an interest period of one week; (ii) the Federal Funds Effective Rate (as defined in the 2019 Credit Facility) plus 0.50% per annum; and (iii) the Prime Rate (as defined in the 2019 Credit Facility). The applicable margin is determined based on the Total Net Leverage Ratio (as defined in the 2019 Credit Facility). Under the terms of the 2019 Credit Facility, we must also pay a fee ranging from 0.150% to 0.375% of the average daily unused portion of the 2019 Credit Facility over each calendar quarter. The 2019 Credit Facility contains customary representations, warranties and covenants, including a financial covenant that imposes a maximum ratio of indebtedness to EBITDA as well as covenants limiting additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, sale and leasebacks, transactions with affiliates and fundamental changes. Our investments in "unrestricted" subsidiaries and certain dividend payments to our stockholders are not limited unless the Total Net Leverage Ratio is equal to or greater than 1.75 to 1.0. The Total Net Leverage Ratio is measured each fiscal quarter and is required to be less than or equal to 2.75 to 1.0. In the event of a Qualifying Acquisition (as defined in the 2019 Credit Facility), the Total Net Leverage Ratio increases to 3.25 to 1.0 for the subsequent three fiscal quarters. The 2019 Credit Facility also provides for the incurrence by us of incremental term loan facilities, when combined with increases to revolving loan commitments, in an aggregate amount not to exceed$200 million (the "Accordion"). Amounts borrowed under the Accordion are also subject to proforma compliance with a net leverage ratio financial covenant.
As of
63 Table of Contents
FirstNet Receivables Credit Facility
On
The Receivables Credit Facility provides for a senior secured delayed draw term loan in an aggregate principal amount of up to$75 million and the proceeds may be used to acquire certain receivables fromCommnet Wireless . The receivables to be financed and sold under the Receivables Credit Facility, which provide the loan security, relate to the obligations of AT&T under the FirstNet Agreement. The delayed draw period will expire onDecember 31, 2021 .
The maturity date for each loan will be set by CoBank and will match the weighted average maturity of the certain receivables financed.
Interest on the loans accrues at a rate based on (i) LIBOR plus 2.50%, (ii) a base rate plus 1.50% or (iii) a fixed annual interest rate to be quoted by CoBank
The Receivables Credit Facility contains customary events of termination, representations and warranties, affirmative and negative covenants and events of default customary for facilities of this type.
As of
Viya Debt
We, and certain of our subsidiaries, have entered into a$60.0 million loan agreement (the "Viya Debt") withRural Telephone Finance Cooperative ("RTFC"). The Viya Debt agreement contains customary representations, warranties and affirmative and negative covenants (including limitations on additional debt, guaranties, sale of assets and liens) and a financial covenant that limits the maximum ratio of indebtedness to annual operating cash flow to 3.5 to 1.0 (the "Net Leverage Ratio"). This covenant is tested on an annual basis at the end of each fiscal year. Interest is paid quarterly at a fixed rate of 4.0% and principal repayment is not required until maturity onJuly 1, 2026 . Prepayment of the Viya Debt may be subject to a fee under certain circumstances. The debt is secured by certain assets of our Viya subsidiaries and is guaranteed by us. With RTFC's consent, we funded the restoration of Viya's network, following the Hurricanes in 2017, through an intercompany loan arrangement with a$75.0 million limit. We were not in compliance with the Net Leverage Ratio covenant of the Viya Debt agreement for the year endingDecember 31, 2020 and received a waiver from the RTFC onFebruary 25, 2021 . We paid a fee of $0.9 million in 2016 to lock the interest rate at 4% per annum over the term of the Viya Debt. The fee was recorded as a reduction to the Viya Debt carrying amount and is being amortized over the life of the loan.
As of
One Communications Debt We have an outstanding loan fromHSBC Bank Bermuda Limited (the "One Communications Debt") which is scheduled to mature onMay 22, 2022 and bears interest at the one-month LIBOR plus a margin ranging between 2.5% to 2.75%, paid quarterly.
The One Communications Debt contains customary representations, warranties and affirmative and negative covenants (including limitations on additional debt, guaranties, sale of assets and liens) and financial covenants, tested annually as of and for the twelve months endedDecember 31st , that limit the ratio of tangible net worth to long term debt and total net debt to EBITDA and require a minimum debt service coverage ratio (as defined in the One Communications Debt agreement). We were in compliance with our covenants as ofDecember 31, 2020 . 64 Table of Contents As a condition of the One Communications Debt, we were required to enter into a hedging arrangement with a notional amount equal to at least 30% of the outstanding loan balance and a term corresponding to the term of the One Communications Debt. As such, we entered into an amortizing interest rate swap that has been designated as a cash flow hedge, which had an original notional amount of$11.0 million , has an interest rate of 1.874%, and expires inMarch 2022 . As ofDecember 31, 2020 , the swap had an unamortized notional amount
of$7.3 million .
We capitalized
As of
Ahana Debt
On
Prior to our US Solar Transaction, our US solar operations issued$20.6 million in aggregate principal amount of 4.427% senior notes due in 2029 (the "Series A Notes") and$45.2 million in aggregate principal amount of 5.327% senior notes due in 2031 (the "Series B Notes"). These operations also issued a note to Public Service Electricity and Gas which bore interest at a rate of 11.3% due in 2027 (the "PSE&G Loan" and collectively with the Series A Notes and Series
B Notes, the "Ahana Debt").
For the Series A Notes and Series B Notes, interest and principal were payable semi-annually, until their respective maturity dates, and were secured by certain US solar assets and guaranteed by certain subsidiaries.
Repayment of the PSE&G Loan could have been made in either cash or Solar Renewable Energy Credits ("SRECs") at our discretion, with the value of the SRECs being fixed at the time of the loan's closing. Historically, we had made all repayments of the PSE&G Loan using SRECs.
We capitalized$2.8 million of fees associated with the Ahana Debt which were recorded as a reduction to the debt carrying amount and amortized over the
life of the notes.
Factors Affecting Sources of Liquidity
Internally generated funds. The key factors affecting our internally generated funds are demand for our services, competition, regulatory developments, economic conditions in the markets where we operate our businesses and industry trends within the telecommunications and renewable energy industries.
Restrictions under Credit Facility. Our 2019 Credit Facility contains customary representations, warranties and covenants, including covenants limiting additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, sale and leasebacks, transactions with affiliates and fundamental changes.
In addition, the 2019 Credit Facility contains a financial covenant that imposes a maximum ratio of indebtedness to EBITDA. As ofDecember 31, 2020 , we were in compliance with all of the financial covenants of the 2019 Credit Facility. Capital markets. Our ability to raise funds in the capital markets depends on, among other things, general economic conditions, the conditions of the telecommunications and renewable energy industries, our financial performance, the state of the capital markets and our compliance withSEC requirements for the offering of securities. OnMay 12, 2020 , we filed a "universal" shelf registration statement with theSEC , which automatically became effective upon filing. This filing registered potential future offerings of our securities. 65 Table of Contents Foreign Currency We translate the assets and liabilities of our foreign subsidiaries from their respective functional currencies, primarily the Indian Rupee and theGuyana Dollar, to US Dollars at the appropriate rates as of the balance sheet date. Changes in the carrying value of these assets and liabilities attributable to fluctuations in rates are recognized in foreign currency translation adjustment, a component of accumulated other comprehensive income on our balance sheet. Income statement accounts are translated using the monthly average exchange rates during the year. Monetary assets and liabilities denominated in a currency that is different from a reporting entity's functional currency must first be remeasured from the applicable currency to the legal entity's functional currency. The effect of this remeasurement process is reported in other income within our income statement. During the year endedDecember 31, 2020 and 2019, we recorded$1.4 million and$1.6 million , respectively, in losses on foreign currency transactions. With the completion of the Vibrant Transaction, we will no longer have exposure to the Indian Rupee. We will continue to assess the impact of our exposure to the Guyana Dollar. Inflation
We do not believe that inflation has had a significant impact on our consolidated operations in any of the periods presented in this Report.
Critical Accounting Estimates
We have based our discussion and analysis of our financial condition and results of operations on our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted inthe United States of America ("GAAP"). We base our estimates on our operating experience and on various conditions existing in the market and we believe them to be reasonable under the circumstances. Our estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions. We have identified the critical accounting estimates that we believe require significant judgment in the preparation of our Consolidated Financial Statements. We consider these accounting estimates to be critical because changes in the assumptions or estimates we have selected have the potential of materially impacting our financial statements. Revenue Recognition. In determining the appropriate amount of revenue to recognize for a particular transaction, we apply the criteria established by the authoritative guidance for revenue recognition and defer those items that do not meet the recognition criteria. As a result of the cutoff times of our billing cycles, we are often required to estimate the amount of revenues earned but not billed from the end of each billing cycle to the end of each reporting period. These estimates are based primarily on rate plans in effect and historical evidence with each customer or carrier. Adjustments affecting revenue can and occasionally do occur in periods subsequent to the period when the services were provided, billed and recorded as revenue, however, historically, these adjustments have not been material. We apply our judgment when assessing the ultimate realization of receivables, including assessing the probability of collection and the current credit- worthiness of customers. We establish an allowance for credit losses on trade receivables sufficient to cover probable and reasonably estimable losses. Our estimate of the allowance for credit losses on trade receivables considers collection experience, aging of the accounts receivable, the credit quality of the customer and, where necessary, other macro-economic factors.Goodwill and Long-Lived Intangible Assets. In accordance with the authoritative guidance regarding the accounting for impairments or disposals of long-lived assets and the authoritative guidance for the accounting for goodwill and other intangible assets, we evaluate the carrying value of our long-lived assets, including property and equipment, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss exists when estimated undiscounted cash flows attributable to non-current assets subject to depreciation and amortization and discounted cash flows for intangible assets not subject to amortization are less than their carrying amount. For long lived assets other than goodwill, if an asset is
deemed to be impaired, the 66 Table of Contents amount of the impairment loss recognized represents the excess of the asset's carrying value as compared to its estimated fair value, based on management's assumptions and projections. Our estimates of the future cash flows attributable to our long-lived assets and the fair value of our businesses involve significant uncertainty. Those estimates are based on management's assumptions of future results, growth trends and industry conditions. If those estimates are not met, we could have additional impairment charges in the future, and the amounts may be material. We also assess the carrying value of goodwill and indefinite-lived intangible assets on an annual basis or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The carrying value of each reporting unit, including goodwill assigned to that reporting unit, is compared to its fair value. If the carrying value of the reporting unit, including goodwill, exceeds the fair value of the reporting unit, an impairment charge is recorded equal to the excess, but not more than the total amount of goodwill allocated to the reporting unit. We assess the recoverability of the value of our telecommunications licenses using either a market or income approach. We believe that our telecommunications licenses generally have an indefinite life based on historical ability to renew such licenses, that such renewals may be obtained indefinitely and at little cost, and that the related technology used is not expected to be replaced in the foreseeable future. If the value of these assets was impaired by some factor, such as an adverse change in the subsidiary's operating market, we may be required to record an impairment charge. We test the impairment of our telecommunications licenses annually or more frequently if events or changes in circumstances indicate that such assets might be impaired. The impairment test consists of a comparison of the fair value of telecommunications licenses with their carrying amount on a license by license basis. We performed our annual impairment assessment of our goodwill and telecommunications licenses as ofOctober 1, 2020 for all of our reporting units and determined that no impairment relating to our goodwill or telecommunications licenses existed during the year endedDecember 31, 2020 .
During the year ended
Contingencies. We are subject to proceedings, lawsuits, tax audits and other claims related to lawsuits and other legal and regulatory proceedings that arise in the ordinary course of business as further described in Note 14 to the Consolidated Financial Statements included in this Report. We are required to assess the likelihood of any adverse judgments or outcomes to these matters as well as the potential ranges of probable losses. A determination of the amount of loss accruals required, if any, for these contingencies is made after careful analysis of each individual issue. We consult with legal counsel and other experts where necessary in connection with our assessment of any contingencies. The required accrual for any such contingency may change materially in the future due to new developments or changes in each matter. We estimate these contingencies amounted to approximately$44.1 million atDecember 31, 2020 .
We
believe that some adverse outcome is probable and have accordingly accrued
Recent Accounting Pronouncements
See Note 2 to the Consolidated Financial Statements included in this Report.
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