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



Overview




We strive to be a leading platform for the operation of, and investment in,
smaller and specialty market communications services and technology companies.
We have a long track record of delivering critical infrastructure-based
solutions to rural and historically underserved markets. Our majority-owned
operating subsidiaries provide facilities-based communications services, along
with related information technology solutions in the United States, Bermuda, and
the Caribbean. We also have non-controlling investments in a renewable energy
company and 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, new investments, and stockholders. We also
have developed significant operational expertise and resources that we use to
augment the capabilities of our individual operating subsidiaries. Over the past
10 years, we have built a platform of

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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 also employ 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 in Delaware 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, and generally look for those 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 calculated as 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 13 to the Unaudited Condensed Consolidated
Financial Statements included in this Report.



Through June 30, 2021, we had identified three operating segments to manage and
review our operations and to facilitate investor presentations of our results.
These three operating segments are as follows:

International Telecom. Businesses contained in our international telecom

segment offer a mix of fixed data, internet and voice services ("Fixed") as

well as retail mobility ("Mobility") services to customers in Bermuda, the

Cayman Islands, Guyana and the US Virgin Islands. We offer fixed video services

? in Bermuda, the Cayman Islands, and the US Virgin Islands and managed

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.

US Telecom. In the United States, primarily in the Southwest, we offer Carrier

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

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

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


   Renewable Energy Operations for further details.






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The following chart summarizes the operating activities of our principal subsidiaries, the segments in which we report our revenue and the markets we served as of June 30, 2021:






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

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


                         Carrier Services    Bermuda, Guyana, US Virgin Islands                    One, GTT+, Viya
                         Managed Services    Bermuda, Cayman Islands, US Virgin Islands, Guyana    Fireminds, One, Logic, GTT+, Viya
US Telecom               Mobility            United States (rural markets)                         Choice, Choice NTUA Wireless, Geoverse
                         Fixed               United States                                         Commnet, Choice, Choice NTUA Wireless, Deploycom
                         Carrier Services    United States                                         Commnet, Essextel
                         Managed Services    United States                                         Choice
Renewable Energy (1)     Solar               India                                                 Vibrant Energy

(1) See Sale of Renewable Energy Operations for further details.

For further information about our financial segments and geographical information about our operating revenues and assets see Notes 1 and 13 to the Unaudited Condensed Consolidated Financial Statements included in this Report.





COVID-19



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




The preparation of the condensed consolidated financial statements requires us
to make estimates, judgments and assumptions that may affect the reported
amounts of assets, liabilities, equity, revenues and expenses and related
disclosure of contingent assets and liabilities. On an ongoing basis, we
evaluate estimates, judgments and methodologies. We assessed certain accounting
matters and estimates that generally require consideration of forecasted
financial information in context with the information and estimates reasonably
available to us and the unknown future impacts of COVID-19 as of June 30, 2021
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 three months ended June 30, 2021, in particular, the impacts on
revenues, operating expenses and cash flows. During the three months ended June
30, 2021, our International Telecom segment experienced an increase in its
Mobility, Fixed and Carrier Services revenue as certain pandemic-related travel
and stay-at-home restrictions were lifted during the latter half of the three
months ended June 30, 2021, which allowed for the reopening of many retail
stores in all of our international markets and an increase in tourism in certain
markets. Expenses within our International Telecom segment increased as a result
of the increased demand for our products and services and as a result of certain
expenses, such as facility and utility costs, being incurred during the three
months ended June 30, 2021 that were not incurred during the three months ended
June 30, 2020. Within our US Telecom segment, we experienced an increase in
revenue for our rural broadband services to further support demand, which has
been increased by the impact of COVID-19, for remote working and

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connectivity. Similar to the International Telecom segment, the US Telecom
segment recorded an increase in expenses associated with the increased demand
for our products and services as well as the recording of certain expenses that
were incurred during the three months ended June 30, 2021 that were not incurred
during the three months ended June 30, 2020.



As a result, our assessment did not indicate that there was a material adverse
impact to our consolidated financial statements as of and for the three months
ended June 30, 2021. However, our future assessments of the impacts of COVID-19
for the remainder of 2021, which could be influenced by a number of factors,
including the possible reinstatement of certain COVID-19 travel-related and
stay-at-home restrictions, could result in material adverse impacts to our
consolidated financial statements in future reporting periods. For example, the
local economies of many of our Caribbean markets are tourism-dependent and a
decline in global travel activity resulting from reinstated COVID-19
restrictions may adversely impact our revenue and cash flows for certain
services in these markets. Further, we may experience difficulty in procuring
network or retail equipment, such as handsets for our subscribers, if such
COVID-19 restrictions are reinstated. Apart from possible government issued
travel restrictions, we currently cannot assess how COVID-19 may influence our
subscribers' procurement behavior for our services or how that behavior will
impact our revenues in the foreseeable future.

Acquisition of Alaska Communications





On July 22, 2021, we completed the acquisition of Alaska Communications Systems
Group, Inc. ("Alaska Communications"), a publicly listed company, for
approximately $340 million on cash, (the "Alaska Transaction"). As a result of
the Alaska Transaction, we now own approximately 52% of common equity of Alaska
Communications. In connection with the Alaska Transaction, Alaska Communications
drew $220 million from a new Alaska credit facility and we drew $73.0 million in
proceeds from our 2019 CoBank Credit Facility to pay a portion of the purchase
price of the merger. For more information on the new Alaska credit facility or
the 2019 CoBank Credit Facility, see Note 15 and Note 8, respectively, to the
Unaudited Condensed Consolidated Financial Statements included in this Report.
Beginning on July 22, 2021, the results of the Alaska Transaction will be
included in our US Telecom segment.

Sale of Renewable Energy Operations


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



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



FirstNet Agreement



In July 2019, we entered into a Network Build and Maintenance Agreement with
AT&T Mobility, LLC ("AT&T") that we amended in August 2020 and May 2021 (the
"FirstNet Agreement"). In connection with the FirstNet Agreement, we are
building a portion of AT&T's network for the First Responder Network Authority
("FirstNet") in or near our current operating area in the Southwestern United
States. Pursuant to the FirstNet Agreement and subject to certain limitations
contained therein, all cell sites must be completed and accepted within a
specified period of time. We expect to recognize construction revenue of
approximately $80 million to $85 million through 2022 that will be mainly offset
by construction costs as sites are completed. Revenues from construction are
expected to have minimal impact on operating income. The network build portion
of the FirstNet Agreement has continued during the COVID-19 pandemic but the
overall timing of the build schedule has been delayed. Subject to ongoing delays
caused by COVID-19 related restrictions, we currently expect construction
revenues to continue into the first half of 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

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pursuant to a separate lease agreement for an initial term of eight years. In
addition to building the network, we will provide ongoing equipment and site
maintenance and high capacity transport to and from these cell sites for an
initial term ending in 2029.



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



See Sources of Cash below for a discussion regarding our March 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 the
Federal Communications Commission ("FCC"). 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. We believe we are in
compliance with all applicable requirements.



During the three and six month periods ended June 30, 2021, we recorded $4.3
million and $8.4 million, respectively, of revenue from the High Cost Program in
our International Telecom segment for our US Virgin Islands operations under the
"Viya" name. During the three and six month periods ended June 30, 2020, we
recorded $4.1 million and $8.2 million, respectively, from the same program. In
2018, the FCC initiated a proceeding to reform the High Cost Program in the US
Virgin Islands and Puerto 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 for Connect USVI Fund support
allocated for the US Virgin Islands, on November 16, 2020, the FCC announced
that Viya was not the recipient of the award. The support was authorized in June
2021. Pursuant to the terms of the program, Viya's USF support will be reduced,
to two-thirds 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 Program support.



Also, during each of the three and six month periods ended June 30, 2021, we
recorded $0.3 million and $0.6 million, respectively, of High Cost Program
revenue in our US Telecom segment. During the three and six month periods ended
June 30, 2020, we recorded $0.3 million and $0.6 million, respectively, from the
same program. 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.



In August 2018, we were awarded $79.9 million over 10 years under the Connect
America Fund Phase II Auction. Under this program, we are required to provide
fixed broadband and voice services to certain eligible areas in the United
States and are subject to operational and reporting requirements. We determined
the award is a revenue grant, and as a result we will record the funding as
revenue upon receipt. For the three and six month periods ended June 30, 2021,
we recorded $1.9 million and $3.8 million, respectively, from the Connect
America Fund Phase II program. For the three and six month periods ended June
30, 2020, we recorded $1.9 million and $3.8 million from the same 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 of December 31, 2020, we have been
awarded approximately $16.8 million of such grants. We were awarded $6.5 million
of additional grants in the six months ended June 30, 2021. We have completed
our construction obligations on $10.2 million of these projects and $13.1
million of such construction obligations remain with completion deadlines
beginning in September 2021. Once these projects are constructed, we are
obligated to provide service to the participants. We receive funds upon

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construction completion. We received $1.3 million during the six months ended June 30, 2021. 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 Program, Lifeline Program, and Rural Health
Care Support Program. During the three and six months ended June 30, 2021, we
recorded revenue of $1.8 million and $3.9 million, respectively, in the
aggregate from these programs. During the three and six months ended June 30,
2020, we recorded revenue of $2.2 million and $4.4 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



As of December 31, 2020, we have received $16.3 million of funding under the
Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"). During the six
months ended June 30, 2021, we received an additional $2.4 million of funding.
In total we received $18.7 of funding under this program. The funding was
utilized to construct network infrastructure in our US Telecom segment. The
construction was completed as of June 30, 2021 and $18.4 million of the funding
was recorded as a reduction to property, plant and equipment and a subsequent
reduction to depreciation expense. The remaining $0.3 million was recorded as a
reduction to operating expense in the six months ended June 30, 2021.



Tribal Bidding Credit



As part of the broadcast television spectrum incentive auction, the FCC
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.  Our
current estimate is that we will use $6.1 million to offset capital costs,
consequently reducing future depreciation expense, and $1.3 million to offset
the cost of supporting the network which will reduce future operating expense.
Through June 30, 2021, we have spent $6.1 million on capital expenditures.
During the three and six months ended June 30, 2021 we recorded $0.3 million and
$0.6 million, respectively, in offsets to the cost of supporting the network.
The credits are subject to certain requirements, including meeting minimum
coverage metrics.  If the requirements are not met the funds may be subject to
claw back provisions.  We believe we are in compliance with all applicable
requirements related to these funds.



CBRS Auction



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



RDOF



In the 2020 Rural Digital Opportunity Fund Phase I Auction ("RDOF"), pending the
FCC'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 in the United States.

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