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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/15/24 ATN International, Inc. 10-K 12/31/23 120:24M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 5.05M
2: EX-10.45 Material Contract HTML 177K
3: EX-10.46 Material Contract HTML 51K
4: EX-21.1 Subsidiaries List HTML 37K
5: EX-23.1 Consent of Expert or Counsel HTML 32K
10: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 62K
Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 39K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 39K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 35K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 35K
16: R1 Document and Entity Information HTML 101K
17: R2 Consolidated Balance Sheets HTML 182K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 57K
19: R4 Consolidated Income Statements HTML 142K
20: R5 Consolidated Income Statements (Parenthetical) HTML 33K
21: R6 Consolidated Statements of Comprehensive Income HTML 79K
22: R7 Consolidated Statements of Comprehensive Income HTML 46K
(Parenthetical)
23: R8 Consolidated Statements of Equity HTML 113K
24: R9 Consolidated Statements of Equity (Parenthetical) HTML 40K
25: R10 Consolidated Statements of Cash Flows HTML 189K
26: R11 Consolidated Statements of Cash Flows HTML 34K
(Parenthetical)
27: R12 Organization and Business Operations HTML 60K
28: R13 Summary of Significant Accounting Policies HTML 359K
29: R14 Revenue and Receivables HTML 109K
30: R15 Leases HTML 118K
31: R16 Acquisitions and Dispositions HTML 104K
32: R17 Fixed Assets HTML 71K
33: R18 Goodwill and Intangible Assets HTML 124K
34: R19 Long-Term Debt HTML 109K
35: R20 Government Support and Spectrum Programs HTML 119K
36: R21 Equity HTML 171K
37: R22 Income Taxes HTML 219K
38: R23 Retirement Plans HTML 354K
39: R24 Commitments and Contingencies HTML 52K
40: R25 Segment Reporting HTML 390K
41: R26 Schedule Ii Valuation and Qualifying Accounts HTML 96K
42: R27 Summary of Significant Accounting Policies HTML 428K
(Policies)
43: R28 Organization and Business Operations (Tables) HTML 49K
44: R29 Summary of Significant Accounting Policies HTML 292K
(Tables)
45: R30 Revenue and Receivables (Tables) HTML 101K
46: R31 Leases (Tables) HTML 153K
47: R32 Acquisitions and Dispositions (Tables) HTML 100K
48: R33 Fixed Assets (Tables) HTML 69K
49: R34 Goodwill and Intangible Assets (Tables) HTML 127K
50: R35 Long-Term Debt (Tables) HTML 86K
51: R36 Government Support and Spectrum Programs (Tables) HTML 145K
52: R37 Equity (Tables) HTML 168K
53: R38 Income Taxes (Tables) HTML 220K
54: R39 Retirement Plans (Tables) HTML 367K
55: R40 Commitments and Contingencies (Tables) HTML 45K
56: R41 Segment Reporting (Tables) HTML 393K
57: R42 Organization and Business Operations (Details) HTML 34K
58: R43 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash HTML 39K
and Cash Equivalents (Details)
59: R44 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fixed HTML 40K
Assets (Details)
60: R45 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other HTML 42K
Intangible Assets (Details)
61: R46 Summary of Significant Accounting Policies - Aoci HTML 81K
(Details)
62: R47 Summary of Significant Accounting Policies - Aoci HTML 41K
reclassifications (Details)
63: R48 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 75K
Contract Acquisition Costs (Details)
64: R49 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 52K
Restructuring expenses (Details)
65: R50 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Risk HTML 42K
(Details)
66: R51 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair HTML 77K
value Instruments - Recurring (Details)
67: R52 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other HTML 55K
Investments (Details)
68: R53 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other HTML 50K
Investments - Narrative (Details)
69: R54 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other HTML 40K
Fair value Instruments - Narrative (Details)
70: R55 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 51K
Computation of basic and diluted earnings per
share (Details)
71: R56 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 62K
Redeemable Noncontrolling Interests - Narrative
(Details)
72: R57 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 51K
Redeemable Noncontrolling Interests - Activity
(Details)
73: R58 REVENUE AND RECEIVABLES - Timing of Revenue HTML 53K
Recognition (Details)
74: R59 REVENUE AND RECEIVABLES - Contract Assets and HTML 72K
Liabilities (Details)
75: R60 REVENUE AND RECEIVABLES - Contract Acquisition HTML 38K
Costs (Details)
76: R61 REVENUE AND RECEIVABLES - Remaining Performance HTML 58K
Obligations (Details)
77: R62 REVENUE AND RECEIVABLES - Accounts Receivable HTML 46K
(Details)
78: R63 REVENUE AND RECEIVABLES - Allowance for Credit HTML 42K
Losses Rollforward - (Details)
79: R64 LEASES - Components of Lease Expense and Payments HTML 81K
(Details)
80: R65 LEASES - Weighted average remaining lease terms HTML 41K
and discount rates (Details)
81: R66 LEASES - Maturities of lease liabilities (Details) HTML 107K
82: R67 ACQUISITIONS AND DISPOSITIONS - Acquisition of HTML 98K
Sacred Wind Enterprises (Details)
83: R68 ACQUISITIONS AND DISPOSITIONS - Preliminary HTML 104K
allocation (Details)
84: R69 ACQUISITIONS AND DISPOSITIONS - Acquisition of HTML 141K
Alaska Communications (Details)
85: R70 ACQUISITIONS AND DISPOSITIONS - Unaudited pro HTML 79K
forma operating results (Details)
86: R71 ACQUISITIONS AND DISPOSITIONS - Disposition - HTML 87K
Vibrant Energy (Details)
87: R72 Fixed Assets (Details) HTML 91K
88: R73 Goodwill and Intangible Assets (Details) HTML 49K
89: R74 Goodwill and Intangible Assets - Net (Details) HTML 46K
90: R75 GOODWILL AND INTANGIBLE ASSETS - Change In HTML 54K
Carrying Amount Of Telecommunications Licenses
(Details)
91: R76 GOODWILL AND INTANGIBLE ASSETS - Customer HTML 70K
Relationships (Details)
92: R77 Long-Term Debt (Details) HTML 321K
93: R78 Long-Term Debt - Quarterly Payments Dates HTML 51K
(Details)
94: R79 LONG-TERM DEBT - Debt Maturity (Details) HTML 88K
95: R80 Government Support and Spectrum Matters (Details) HTML 137K
96: R81 Government Support and Spectrum Matters - HTML 40K
Construction (Details)
97: R82 Equity (Details) HTML 161K
98: R83 INCOME TAXES - Components of Income Before Income HTML 42K
Taxes (Details)
99: R84 INCOME TAXES - Income Tax Reconciliation (Details) HTML 63K
100: R85 INCOME TAXES - Components of Income Tax Expense HTML 118K
(Benefit) (Details)
101: R86 INCOME TAXES - Narrative (Details) HTML 70K
102: R87 INCOME TAXES - Unrecognized Tax Benefits (Details) HTML 45K
103: R88 RETIREMENT PLANS - Rate Assumptions (Details) HTML 54K
104: R89 RETIREMENT PLANS - Benefit Obligations and Plan HTML 96K
Assets (Details)
105: R90 RETIREMENT PLANS - Net Assets and Allocations HTML 67K
(Details)
106: R91 RETIREMENT PLANS - Amounts in Consolidated HTML 58K
Financials (Details)
107: R92 RETIREMENT PLANS - Net Periodic Pension Cost HTML 56K
(Details)
108: R93 RETIREMENT PLANS - Expected future service HTML 51K
(Details)
109: R94 RETIREMENT PLANS - Multi-employer pension plan HTML 37K
(Details)
110: R95 Commitments and Contingencies (Details) HTML 37K
111: R96 Commitments and Contingencies - Other Obligations HTML 45K
(Details)
112: R97 Segment Reporting (Details) HTML 192K
113: R98 Segment Reporting - Revenue and Assets (Details) HTML 54K
114: R99 Schedule Ii Valuation and Qualifying Accounts HTML 46K
(Details)
115: R100 Insider Trading Arrangements HTML 38K
117: XML IDEA XML File -- Filing Summary XML 218K
120: XML XBRL Instance -- atni-20231231x10k_htm XML 7.34M
116: EXCEL IDEA Workbook of Financial Report Info XLSX 298K
12: EX-101.CAL XBRL Calculations -- atni-20231231_cal XML 397K
13: EX-101.DEF XBRL Definitions -- atni-20231231_def XML 1.40M
14: EX-101.LAB XBRL Labels -- atni-20231231_lab XML 2.74M
15: EX-101.PRE XBRL Presentations -- atni-20231231_pre XML 1.97M
11: EX-101.SCH XBRL Schema -- atni-20231231 XSD 336K
118: JSON XBRL Instance as JSON Data -- MetaLinks 927± 1.41M
119: ZIP XBRL Zipped Folder -- 0001558370-24-003375-xbrl Zip 974K
ATN INTERNATIONAL, INC.
COMPENSATION RECOUPMENT POLICY
| I. | Purpose. |
The Board of Directors (“Board”) of ATN International, Inc. (the “Company”), based upon the recommendation of its Compensation Committee (the “Committee”), has adopted this Compensation Recoupment Policy (this “Policy”) in order to implement a mandatory clawback policy in the event of a Restatement in compliance with the Applicable Rules. Any capitalized terms used, but not immediately defined, in this Policy have the meanings set forth in Section VIII.
| II. | Administration. |
This Policy shall be administered by the Committee, which shall make all determinations with respect to this Policy in its sole discretion; provided that this Policy shall be interpreted in a manner consistent with the requirements of the Applicable Rules. Notwithstanding the foregoing, unless otherwise required by the Applicable Rules, the Board may assume any or all powers and authority of the Committee with respect to this Policy.
| III. | Recovery on a Restatement. |
In the event that the Company is required to prepare a Restatement, the Company shall reasonably promptly recover from an Executive Officer the amount of any erroneously awarded Incentive-Based Compensation that is Received by such Executive Officer during the Recovery Period. The amount of erroneously Received Incentive-Based Compensation will be the gross amount of pay based on the excess of the Incentive-Based Compensation Received by the Executive Officer (whether in cash or shares) based on the erroneous data in the original financial statements over the Incentive-Based Compensation (whether in cash or in shares) that would have been Received by the Executive Officer had such Incentive-Based Compensation been based on the restated results, without respect to any tax liabilities incurred or paid by the Executive Officer.
For the avoidance of doubt, recovery of any erroneously awarded compensation under this Policy (i) shall be on a gross basis, and the Executive Officer will not be entitled to withhold any amounts paid as taxes on such erroneously Received Incentive-Based Compensation and (ii) is not dependent on fraud or misconduct by any Executive Officer in connection with a Restatement.
For Incentive-Based Compensation based on the Company’s stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Restatement, (i) the amount shall be based on the Company’s reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received and (ii) the Company shall maintain documentation of the determination of that reasonable estimate and provide such estimate to the Regulators as required by the Applicable Rules.
In the event that an Executive Officer fails to repay or reimburse erroneously awarded compensation that is subject to recovery, the Committee may require an Executive Officer to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering erroneously awarded compensation under this Policy.
| IV. | Coverage and Application. |
This Policy covers all persons who are Executive Officers at any time during the Recovery Period for which Incentive-Based Compensation is Received. Incentive-Based Compensation shall not be recovered under this Policy to the extent Received by any person before the date the person served as an Executive Officer. Subsequent changes in an Executive Officer’s employment status, including retirement or termination of employment, do not affect the Company’s right to recover Incentive-Based Compensation pursuant to this Policy.
This Policy shall apply to Incentive-Based Compensation that is Received by any Executive Officer on or after the Effective Date and that results from attainment of a Financial Reporting Measure based on or derived from financial information for any fiscal period ending on or after the Effective Date.
| V. | Exceptions to Policy. |
No recovery of Incentive-Based Compensation shall be required if any of the following conditions are met and the Committee determines that, on such basis, recovery would be impracticable:
| (a) | the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided that prior to making a determination that it would be impracticable to recover any Incentive-Based Compensation based on the expense of enforcement, the Company shall (i) have made a reasonable attempt to recover the Incentive-Based Compensation, (ii) have documented such reasonable attempts to recover, and (iii) provide the documentation to the Regulators as required by the Applicable Rules; |
| (b) | recovery would violate home country law where that law was adopted prior to November 28, 2022; or |
| (c) | recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and U.S. Treasury regulations promulgated thereunder. |
| VI. | Methods of Recovery. |
In the event of a Clawback Event, subject to applicable law, the Committee may take any such actions as it deems necessary or appropriate, including, without limitation:
| (a) | the reduction or cancellation of any Incentive-Based Compensation in the form of vested or unvested equity or equity-based awards that have not been distributed or otherwise settled prior to the date of determination; |
| (b) | the recovery of any Incentive-Based Compensation that was previously paid to the Executive Officer; |
| (c) | the recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any Incentive-Based Compensation in the form of equity or equity-based awards; |
| (d) | the offset, withholding, or elimination of any amount that could be paid or awarded to the Executive Officer after the date of determination; |
| (e) | the recoupment of any amount in respect of Incentive-Based Compensation contributed to a plan that takes into account Incentive-Based Compensation (excluding certain tax-qualified plans, but including long-term disability, life insurance, supplemental executive retirement plans and deferred compensation plans, in each case to the extent permitted by applicable law, including Section 409A of the Code) and any earnings accrued to date on any such amount; and |
| (f) | the taking any other remedial and recovery action permitted by law, as determined by the Committee. |
In addition, the Committee may authorize legal action for breach of fiduciary duty or other violation of law and take such other actions to enforce the Executive Officer’s obligations to the Company as the Committee deems appropriate.
| VII. | Miscellaneous. |
| (a) | Effective Date. This Policy shall be effective as of October 2, 2023 (“Effective Date”). |
| (b) | Public Disclosure. The Company shall make all required disclosures and filings with the Regulators with respect to this Policy in accordance with the requirements of the Applicable Rules, and any other requirements applicable to the Company, including any disclosures required in connection with SEC filings. |
| (c) | Notice. Before the Company takes action to seek recovery of compensation pursuant to this Policy against an Executive Officer, the Company shall take commercially reasonable steps to provide such individual with advance written notice of such clawback; provided that this notice requirement shall not in any way delay the reasonably prompt recovery of any erroneously awarded Incentive-Based Compensation. |
| (d) | No Indemnification. The Company shall not indemnify any current or former Executive Officer against the loss of erroneously awarded compensation and shall not pay or reimburse any Executive Officer for premiums incurred or paid for any insurance policy to fund such Executive Officer’s potential recovery obligations. |
| (e) | No Substitution of Rights; Non-Exhaustive Rights. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to (i) any equity or equity-based incentive compensation plan or any successor plan thereto, or any other incentive plan of the Company or any of its subsidiaries or affiliates or (ii) the terms of any similar policy or provision in any employment agreement, compensation agreement or arrangement, or similar agreement and any other legal remedies available to the Company. In addition to recovery of compensation as provided for in this Policy, the Company may take any and all other actions as it deems necessary, appropriate and in the Company’s best interest in connection with a Clawback Event, including termination of an Executive Officer’s employment and initiating legal action against an Executive Officer. |
| (f) | Governing Law. This Policy and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Applicable Rules, shall be governed by and construed in accordance with the laws of the State of Delaware without regard to choice of law principles. If any provision of this Policy shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of this Policy, but this Policy shall be construed and enforced as if the illegal or invalid provision had never been included in this Policy. |
| (g) | Amendment; Termination; Sunset. The Board, based upon the recommendation of the Committee, may amend this Policy at any time for any reason, subject to any limitations under the Applicable Rules. Unless otherwise required by applicable law, this Policy shall no longer be effective from and after the date that the Company no longer has a class of securities publicly listed on a U.S. national securities exchange or is otherwise not subject to the Applicable Rules. |
| VIII. | Defined Terms. |
| (a) | “Applicable Rules” means Section 10D of the Exchange Act and Rule 10D-1 promulgated thereunder, Listing Rule 5608 of the Listing Rules of Nasdaq, and any other national stock exchange rules that the Company is or may become subject to. |
| (b) | “Clawback Event” means a required recoupment of Incentive-Based Compensation in the event of a Restatement under the Applicable Rules. |
| (c) | “Exchange Act” means the Securities Exchange Act of 1934, as amended. |
| (d) | “Executive Officer” means each officer of the Company who is the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice president of the Company in charge of a principal business unit, division or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar significant policy-making functions for the Company, as determined under 17 CFR §229.401(b). |
| (e) | “Financial Reporting Measures” means (i) measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, (ii) the Company’s stock price, and (iii) total shareholder return in respect of the Company. A “Financial Reporting Measure” need not be presented within the financial statements or included in a filing with the SEC. |
| (f) | “Incentive-Based Compensation” means any compensation that is granted, earned, or vested, based wholly or in part upon the attainment of a Financial Reporting Measure. Incentive-Based Compensation does not include, among other forms of compensation, equity awards that vest exclusively upon completion of a specified employment period, without any performance condition, and bonus awards that are discretionary or based on subjective goals or goals unrelated to Financial Reporting Measures. |
| (g) | “Nasdaq” means the Nasdaq Stock Market LLC. |
| (h) | “Received” – Incentive-Based Compensation is deemed “Received” for the purposes of this Policy in the Company’s fiscal period during which the Financial Reporting Measure applicable to the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs before the Effective Date or after the end of that period. For the avoidance of doubt, this will include Incentive-Based Compensation that may have been approved, awarded, or granted to an Executive Officer on or before the Effective Date if such Incentive-Based Compensation is Received after the Effective Date. |
| (i) | “Recovery Period” means the three completed fiscal years immediately preceding the date on which the Company is required to prepare a Restatement, which date is the earlier of (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have |
| concluded, that the Company is required to prepare a Restatement or (ii) a date that a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. |
| (j) | “Regulators” means, as applicable, the SEC and Nasdaq. |
| (k) | “Restatement” means that the Company is required to prepare an accounting restatement due to a material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements (i) that is material to the previously issued financial statements, or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. |
| (l) | “SEC” means the U.S. Securities and Exchange Commission. |
* * * * *
ATN
International, Inc.
Compensation Recoupment Policy
FORM OF ACKNOWLEDGEMENT AGREEMENT
I, the undersigned, agree and acknowledge that I have read and am fully bound by, and subject to, all of the terms and conditions of the Compensation Recoupment Policy (as may be amended, restated, supplemented or otherwise modified from time to time, the “Policy”) of ATN International, Inc. (the “Company”).
I hereby agree to abide by all of the terms of the Policy both during and after my employment with the Company, including, without limitation, by promptly repaying, returning or forfeiting any amounts granted, awarded, earned or paid to me as determined in accordance with the Policy.
I further agree that any right of recoupment under the Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any employment agreement, equity award agreement, equity incentive plan, cash incentive plan or similar agreement, plan, or policy and any other legal remedies available to the Company.
I further agree and acknowledge that my cash incentive bonus is subject from time to time to any performance measures as established by the Company, and all or a portion of such bonus may be subject to clawback in connection with the policy, at the reasonable determination of the Board.
I further acknowledge and agree that the Board of Directors of the Company (the “Board”) and the Compensation Committee of the Board (the “Committee”) have the authority to administer and amend the Policy, and I hereby agree to accept as binding, conclusive, and final all decisions or interpretations of the Board and/or the Committee regarding any questions or determinations that arise under the Policy.
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Signature |
Print Name |
Date |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/15/24 | 4/A | ||
| For Period end: | 12/31/23 | 5 | ||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||