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ORGANIZATION AND BUSINESS OPERATIONS

6 Months Ended

Jun. 30, 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 see Note 12 to the Consolidated Financial Statements included in this Report.

As of June 30, 2025, the Company offered the following types of services to its customers:

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Fixed Telecommunications Services. The Company provides fixed data and voice telecommunications services to business and consumer customers. These services include high-speed consumer broadband 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.

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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.

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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.

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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 June 30, 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:

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US Telecom. In the United States, the Company offers fixed, carrier, and managed services to business and consumer customers in Alaska and the western United States. In 2024, the Company ceased providing mobility services to retail customers in the western United States.

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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 June 30, 2025:


International Telecom					US Telecom
Services		Markets		Tradenames (1)	Services		Markets		Tradenames
Mobility Services		Bermuda, Guyana, US Virgin Islands		One Communications	Mobility Services		United States (rural markets)		Choice, Choice NTUA Wireless
Fixed Services		Bermuda, Cayman Islands, Guyana, US Virgin Islands		One Communications, Logic	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, Essextel	Carrier Services		United States		Alaska Communications, Commnet, Sacred Wind Communications
Managed Services		Bermuda, Cayman Islands, US Virgin Islands, Guyana		One Communications, Logic, 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 to its business in Guyana as “OneGY” throughout this report. In April 2025, the Company completed a rebranding in the US Virgin Islands and Viya is now known as “One Communications.” The Company refers to its business in the U.S. Virgin Islands as “OneVI” throughout this report.”

In 2024, the Company undertook a rebranding of its retail services in its International Telecom segment to “One Communications” in Guyana and completed the brand implementation in the US Virgin Islands during the second quarter 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.

Assets held for sale

The Company reclassified $7.8 million of telecommunication licenses, net, included within our US Telecom segment, to assets held for sale in its June 30, 2025 balance sheet. As of that date, the Company has entered into a sale agreement and received regulatory approval to complete the transaction, and the Company expects to complete the transfer of the licenses in stages during the second half of 2025 and recognize a pre-tax gain of approximately $6.0 million on the transaction.

Restructuring and reorganization expense

The Company engages in restructuring and reorganization activities from time to time. These activities are primarily reduction in force costs incurred to increase operational efficiency and improve the Company’s operating margins. The Company’s 2024 reorganization plan began in July 2024 and was completed in December 2024. As of June 30, 2025, the 2024 reorganization plan is complete and all amounts are expensed and paid. The Company’s 2025 reorganization plan began in January 2025. As of June 30, 2025, the Company recorded $6.7 million of costs under the 2025 reorganization plan and of that amount $3.0 million was accrued and payable. The Company expects the 2025 reorganization plan to end in the second half of 2025 and to incur approximately $2 million of additional costs under the plan. A summary of the restructuring and reorganization costs is below (in thousands).


	Three months ended June 30, 2025
			International			US			Corporate and
			Telecom			Telecom			Other (1)			Consolidated
Employee costs		$	1,337		$	2,327		$	544		$	4,208
Consulting costs			—			—			552			552
Other			48			30			69			147
Total		$	1,385		$	2,357		$	1,165		$	4,907


	Six months ended June 30, 2025
			International			US			Corporate and
			Telecom			Telecom			Other (1)			Consolidated
Employee costs		$	2,843		$	2,461		$	544		$	5,848
Consulting costs			—			—			742			742
Other			48			30			69			147
Total		$	2,891		$	2,491		$	1,355		$	6,737