ORGANIZATION AND BUSINESS OPERATIONS

3 Months Ended

Mar. 31, 2025

ORGANIZATION AND BUSINESS OPERATIONS

ORGANIZATION AND BUSINESS OPERATIONS

1.ORGANIZATION AND BUSINESS OPERATIONS

The Company is a leading provider of digital infrastructure and communications services with a focus on rural and remote markets in the United States and internationally, including Bermuda and the Caribbean region.

The Company has developed significant operational expertise and resources that it uses to augment its capabilities in its local markets. With this support, the Company’s operating subsidiaries can improve their quality of service with greater economies of scale and expertise than would typically be available in the size markets the Company operates in. The Company provides management, technical, financial, regulatory and marketing services to its operating subsidiaries and typically receives a management fee calculated as a percentage of their revenues, which is eliminated in consolidation. The Company also actively evaluates investment opportunities and other strategic transactions, both domestic and international, and generally looks for those that it believes fit its profile of telecommunications businesses while keeping a focus on generating excess operating cash flows over extended periods of time. The Company uses the cash generated from its operations to maintain an appropriate ratio of debt and cash on hand and to re-invest in organic growth, fund capital expenditures, return value to its stockholders through dividends or stock repurchases and make strategic investments or acquisitions.

For further information about the Company’s financial segments and geographical information about its operating revenues and assets, see Notes 1 and 12 to the Consolidated Financial Statements included in this Report.

As of March 31, 2025, the Company offered the following types of services to its customers:

● Fixed Telecommunications Services. The Company provides fixed data and voice telecommunications services to business and consumer customers. These services include high-speed broadband for consumers and high-speed data solutions for businesses. For some markets, fixed services also include video services and revenue derived from support under certain government programs.

● Carrier Telecommunication Services.  The Company delivers services to other telecommunications providers including the leasing of critical network infrastructure such as tower and transport facilities, wholesale roaming and long-distance voice services, site maintenance and international long-distance services.

● Mobile Telecommunications Services. The Company offers mobile communications services over its wireless networks and related equipment (such as handsets) to both business and consumer customers.

● Managed Services. The Company provides information technology services such as network, application, infrastructure and hosting services to both its business and consumer customers to complement its fixed telecommunications services in its existing markets.

Through March 31, 2025, the Company identified two operating segments to manage and review its operations, as well as to support investor presentations of its results. These two operating segments are as follows:

● US Telecom. In the United States, the Company offers fixed, carrier, and managed services to business customers and consumers in Alaska and the western United States. In 2024, the Company concluded the provision of mobility services to retail customers.

● International Telecom. In its international markets, the Company offers fixed, carrier, mobility and managed services to customers in Bermuda, the Cayman Islands, Guyana and the US Virgin Islands.

The following chart summarizes the operating activities of the Company’s principal subsidiaries, the segments in which it reports its revenue and the markets it served during the three months ended March 31, 2025:

International Telecom			US Telecom
Services	Markets	Tradenames (1)	Services	Markets	Tradenames
Mobility Services	Bermuda, Guyana, US Virgin Islands	One Communications, Viya	Mobility Services	United States (rural markets)	Choice, Choice NTUA Wireless
Fixed Services	Bermuda, Cayman Islands, Guyana, US Virgin Islands	One Communications, Logic, Viya	Fixed Services	United States	Alaska Communications, Commnet, Choice, Choice NTUA Wireless, Sacred Wind Communications, Ethos Broadband, Deploycom
Carrier Services	Bermuda, Guyana, US Virgin Islands	One Communications, Viya, Essextel	Carrier Services	United States	Alaska Communications, Commnet, Sacred Wind Communications
Managed Services	Bermuda, Cayman Islands, US Virgin Islands, Guyana	One Communications, Logic, Viya, Brava	Managed Services	United States	Alaska Communications, Choice

(1) In 2024, the Company completed a rebranding in Guyana and GTT is now known as One Communications. The Company refers throughout this report to its business in Guyana as “OneGY.” In April 2025, the Company completed a rebranding in the US Virgin Islands and Viya is now known as One Communications. The Company will refer to Viya in future reports as “OneVI.”

In 2024, the Company undertook a rebranding of its retail services in its International Telecom segment to “One Communications” in Guyana, completed the brand implementation in the US Virgin Islands during the second quarter of 2025 and is scheduled to implement that brand in the Cayman during the first half of 2025. The Company intends to utilize the GTT and Viya brands for legacy voice services in certain markets for a period of time.

For further information about the Company’s financial segments and geographical information about its operating revenues and assets, see Note 12 to the Unaudited Condensed Consolidated Financial Statements included in this Report.

Restructuring and reorganization expense

The Company engages in restructuring and reorganization activities from time to time. These activities include contract termination and reduction in force costs and are incurred to reduce operating costs and improve the Company’s operating margins. The Company’s 2023 restructuring plan began in first quarter of 2023 and was complete in March 2024. The Company’s 2024 reorganization plan began in June 2024 and was complete in December 2024. The Company’s 2025 restructure plan began in January 2025. As of March 31, 2025, $1.6 million was accrued and payable under these restructuring and reorganization plans. A summary of the restructuring and reorganization costs is below (in thousands).

	Three months ended March 31,
		2025		2024
2023 Restructuring Plan	$	—	$	1,190
2024 Reorganization Plan		—		—
2025 Reorganization Plan		1,830		—
Total	$	1,830	$	1,190