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Form 8-K

sec.gov

8-K — ATN International, Inc.

Accession: 0001104659-26-091377

Filed: 2026-08-06

Period: 2026-08-05

CIK: 0000879585

SIC: 4813 (TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE))

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2622375d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2622375d1_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2622375d1_8k.htm · Sequence: 1

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0000879585

0000879585

2026-08-05

2026-08-05

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UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13

or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): August 5, 2026

ATN

INTERNATIONAL, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-12593

47-0728886

(State or other

(Commission File Number)

(IRS Employer

jurisdiction of incorporation)

Identification No.)

500

Cummings Center

Beverly,

MA 01915

(Address of principal executive offices and zip

code)

(978)

619-1300

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title

of Each Class

Trading

Symbol(s)

Name

of each exchange on which

registered

Common

Stock, par value $.01 per share

ATNI

The

Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02

Results of Operations and Financial Condition.

On August 5, 2026, ATN International, Inc. (the

“Company”) issued a press release announcing financial results for the three and six months ended June 30, 2026. A copy of

the press release is furnished herewith as Exhibit 99.1.

Exhibit 99.1 is furnished and shall not be

deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made

by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference

in such a filing.

Item 8.01 Other Events

As previously disclosed, the Company has an authorized

share repurchase program, pursuant to which the Company is authorized to repurchase up to $25 million in shares of its common stock (the

“Repurchase Program”) and of which $15 million remains available for repurchases.

On August 5, 2026, the Company also announced

that, on July 31, 2026, the Company’s Board of Directors approved a share repurchase authorization increase of $15 million, authorizing

the Company to repurchase up to $30 million in shares of its common stock in the aggregate under the Repurchase Program. Repurchases under

the Repurchase Program may be made through a variety of methods, which could include open market purchases, which may or may not be pursuant

to pre-set trading plans meeting the requirements of Rule 10b5-1 and Rule 10b-18 under the Exchange Act, in privately negotiated transactions,

accelerated share repurchases, block trades, tender offers, or any combination of such methods. The timing and amount of shares repurchased

will depend on the stock price, business and market conditions, corporate and regulatory requirements, alternative investment opportunities,

acquisition opportunities, and other factors. The Company is not obligated to repurchase any specific amount of shares of common stock,

and the repurchase authorization does not have an expiration date and may be amended or terminated by the Board of Directors at any time

without prior notice.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press Release of the Company, dated August 5, 2026

104

Cover Page Data File (formatted as inline XBRL document)

2

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

ATN INTERNATIONAL, INC.

By:

/s/ Carlos Doglioli

Carlos Doglioli

Chief Financial Officer

Dated August 5, 2026

3

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2622375d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

ATN

International, Inc. Reports Second Quarter 2026 Results; Announces Increased Repurchase Authorization; and Reaffirms 2026 Outlook

Delivers

year-over-year revenue growth of 2% and Adjusted EBITDA1 growth of 9%

Receives

$268 million in cash at the initial closing of the US Tower Portfolio Sale4

Increases

share repurchase authorization to $30 million

BEVERLY,

Mass., August 5, 2026 (GLOBE NEWSWIRE) -- ATN International, Inc. (“ATN,” the “Company,” “we,”

“us,” and “our”) (Nasdaq: ATNI), a leading provider of digital infrastructure and communications services, today

reported financial results for the second quarter ended June 30, 2026. ATN’s management will host a conference call and webcast

tomorrow, August 6, 2026, beginning at 11:00 a.m. Eastern Time to review these results.

“Our

second quarter results demonstrate the continued strength and resilience of our business. We delivered growth in both total revenue and

Adjusted EBITDA, with profitability outpacing sales growth, reflecting improving operating leverage,” said Naji Khoury, ATN’s

Chief Executive Officer. “In my first several months, I have had the opportunity to visit our markets, meet with team members,

customers, stakeholders, and investors, and spend meaningful time understanding the strength of our platform. We have experienced management

teams, capable operating organizations, strong infrastructure assets and customer relationships that have been built over many years,

which provide a solid foundation to further optimize our operations.”

Mr. Khoury

added, “During the quarter, we completed the initial closing of the sale of our US tower portfolio and entered into an agreement

to sell certain US spectrum licenses, demonstrating our ability to unlock value from our infrastructure assets as the tower transaction

multiple far exceeded our current trading multiple. Additionally, in June our Board increased both the quarterly cash dividend,

and the Company’s share repurchase authorization, reflecting our confidence in the outlook for the business, the strength of our

financial position, and our commitment to disciplined capital allocation to create long-term shareholder value.”

Second

Quarter 2026 Operating and Financial Highlights (as compared to the Second Quarter 2025)

· High-speed

broadband homes passed expanded by 21% to 523,400, supported by fixed wireless deployments

in the second half of 2025

· Total

high-speed broadband customers grew 1% to 140,900

· Revenue

increased 2% to $184.5 million, driven by growth in both the International and US Telecom

segments

· Operating

income increased to $239.7 million, primarily due to a $229.9 million gain from the initial

closing of the US Tower Portfolio Sale4

· Net

cash provided by operating activities decreased 11% to $53.5 million, reflecting movements

in operating cash related to the US Tower Portfolio sale4

· Adjusted

EBITDA1 increased $4.0 million, or 9%, to $49.7 million and Adjusted EBITDA Margin1

improved from 25.3% to 27.0%

· Net

Debt Ratio3 improved to 0.91x from 2.36x on December 31, 2025

Second

Quarter 2026 Financial Results (as compared to the second quarter 2025)

Consolidated

revenues were $184.5 million, up $3.2 million, or 2% versus $181.3 million. The increase was primarily driven by carrier services revenues

and market demand for fixed and other ancillary services, which offset year-over-year declines in fixed consumer revenues primarily related

to the previously disclosed loss of a government subsidy, and lower construction revenues.

Operating

income was $239.7 million versus $0.2 million in the year-ago quarter. The increase reflects a $229.9 million gain recorded on the initial

closing of the US Tower Portfolio Sale4, and the above-mentioned revenue growth as well as lower restructuring and reorganization

and depreciation and amortization expenses.

Net

income attributable to ATN stockholders was $167.3 million, or $10.71 per diluted share, versus a net loss of $(7.0) million, or $(0.56)

per share.

Adjusted

EBITDA1 was $49.7 million, up $4.0 million, or 9%, from $45.8 million in the year-ago quarter and Adjusted EBITDA Margin1

expanded to 27.0% from 25.3%. The increase was primarily driven by higher revenues and cost efficiencies.

US

Tower Portfolio Sale4

On

June 2, 2026, the Company completed the initial closing of the sale of its southwestern US tower portfolio (the “US Tower

Portfolio Sale”)4 to an affiliate of Everest Infrastructure Partners, Inc. and received $267.7 million in cash.

The Company may receive up to an additional $29.6 million in cash consideration at subsequent closings expected to occur over the next

ten months subject to the satisfaction or waiver of specified construction and operational conditions related to tower sites deferred

at the initial closing.

2026

Full-Year Outlook:

The

Company reaffirms its previously updated financial outlook for full-year 2026, reflecting the impact of the initial closing of the US

Tower Portfolio Sale4, as follows:

· Adjusted

EBITDA2 is expected to be in the range of $183 million to $193 million

· Capital

expenditures are expected to be in the range of $105 to $115 million (net of reimbursable

expenditures)

Segment

Operating Results (in Thousands)

The

Company recorded financial results in three categories: (i) International Telecom; (ii) US Telecom; and (iii) Corporate

and Other.

For

Three Months Ended June 30, 2026 and 2025

2026

2025

2026

2025

2026

2025

2026

2025

International

International

US

US

Corporate

and

Corporate

and

Total

Total

Telecom

Telecom

Telecom

Telecom

Other*

Other*

ATN

ATN

Total

Revenue:

$ 96,196

$ 94,894

$ 88,308

$ 86,406

$ -

$ -

$ 184,504

$ 181,300

Mobility

27,138

26,323

-

8

-

-

27,138

26,331

Fixed

60,519

61,749

52,364

51,359

-

-

112,883

113,108

Carrier

Services

3,549

3,423

32,793

29,806

-

-

36,342

33,229

Construction

-

-

779

2,216

-

-

779

2,216

All

other

4,990

3,399

2,372

3,017

-

-

7,362

6,416

Operating

Income (Loss)

$ 21,917

$ 16,221

$ 224,192

$ (5,533 )

$ (6,378 )

$ (10,455 )

$ 239,731

$ 233

EBITDA

(1)

$ 36,146

$ 31,626

$ 240,289

$ 13,292

$ (6,052 )

$ (9,596 )

$ 270,383

$ 35,322

Adjusted

EBITDA (1)

$ 35,485

$ 33,274

$ 19,088

$ 18,262

$ (4,829 )

$ (5,744 )

$ 49,744

$ 45,792

Capital

Expenditures**

$ 6,142

$ 9,466

$ 11,099

$ 11,718

$ 1

$ -

$ 17,242

$ 21,184

For

Six Months Ended June 30, 2026 and 2025

2026

2025

2026

2025

2026

2025

2026

2025

International

International

US

US

Corporate

and

Corporate

and

Total

Total

Telecom

Telecom

Telecom

Telecom

Other*

Other*

ATN

ATN

Total

Revenue:

$ 192,254

$ 189,390

$ 174,468

$ 171,204

$ -

$ -

$ 366,722

$ 360,594

Mobility

53,497

52,363

-

46

-

-

53,497

52,409

Fixed

121,105

123,115

104,445

103,019

-

-

225,550

226,134

Carrier

Services

7,747

7,326

64,682

59,033

-

-

72,429

66,359

Construction

-

-

779

3,262

-

-

779

3,262

All

other

9,905

6,586

4,562

5,844

-

-

14,467

12,430

Operating

Income (Loss)

$ 41,139

$ 30,970

$ 225,929

$ (7,948 )

$ (15,648 )

$ (20,122 )

$ 251,420

$ 2,900

EBITDA

(1)

$ 69,185

$ 62,004

$ 259,139

$ 30,135

$ (14,598 )

$ (18,397 )

$ 313,726

$ 73,742

Adjusted

EBITDA (1)

$ 69,774

$ 65,665

$ 38,578

$ 35,774

$ (9,991 )

$ (11,308 )

$ 98,361

$ 90,131

Capital

Expenditures**

$ 14,404

$ 20,269

$ 23,854

$ 21,745

$ 1

$ 2

$ 38,259

$ 42,016

*

Corporate and Other refer to corporate overhead expenses and consolidating adjustments.

** Excludes reimbursable government capital program amounts.

Operating

Metrics

Operating Metrics

2026

2026

2025

2025

2025

Q2

2026

Q2

Q1

Q4

Q3

Q2

vs.

Q2 2025

High-Speed* Broadband

Homes Passed

523,400

523,300

522,900

512,300

432,300

21 %

High-Speed* Broadband Customers

140,900

143,200

142,700

139,300

139,400

1 %

Fiber Route Miles

12,224

12,218

12,210

12,062

11,957

2 %

International Mobile Subscribers

Pre-Paid

322,700

323,900

331,100

325,800

325,900

-1 %

Post-Paid

63,900

63,000

62,200

61,900

60,700

5 %

Total

386,600

386,900

393,300

387,700

386,600

0.0 %

Mobile Blended Churn

3.48 %

3.60 %

2.97 %

3.19 %

3.09 %

*High-Speed

Broadband is defined as download speeds 100 Mbps or greater and High-Speed Broadband Customers as subscribers connected to our high-speed

networks regardless of the speed of plan selected.

Note:

Data presented may differ from prior periods to reflect more accurate data and/or changes in calculation methodology and process.

Balance

Sheet and Cash Flow Highlights

As

of June 30, 2026, cash, cash equivalents, and restricted cash totaled $331.9 million versus $117.2 million as of December 31,

2025. Total debt was $513.3 million on June 30, 2026, compared to $565.2 million on December 31, 2025. The Company’s

Net Debt Ratio3 was 0.91x on June 30, 2026.

Net

cash provided by operating activities was $53.5 million for the six months ended June 30, 2026, compared to net cash provided by

operating activities of $59.8 million in the same period last year. The year-over-year decrease was primarily due to operating cash movements

related to the US Tower Portfolio Sale4.

Capital

expenditures were $38.3 million, net of $27.0 million of reimbursable capital expenditures, for the six months ended June 30, 2026,

as compared to $42.0 million, net of $45.9 million of reimbursable capital expenditures, in the same period last year.

Quarterly

Dividends and Share Repurchases

On

July 8, 2026, the Company paid a quarterly dividend of $0.29 per share, on all shares of common stock outstanding to stockholders

of record as of June 30, 2026. The cash dividend represented a 5.5% increase from the previous quarterly dividend of $0.275 per

share.

The

Company did not repurchase any outstanding shares under its $25 million share repurchase authorization (the “Repurchase Program”)

during the second quarter, and as of June 30, 2026, there was $15 million available for repurchases under the Repurchase Program.

On

July 31, 2026, the Company’s Board of Directors approved a share repurchase authorization increase of $15 million authorizing

the Company to repurchase up to $30 million in shares of its common stock in the aggregate under the Repurchase Program.

2026

Second Quarter Earnings Conference Call

The

Company will host a conference call at 11:00 a.m. Eastern Time on August 6, 2026, to discuss financial and operating results

for the second quarter ended June 30, 2026. A live webcast of the conference call will be available via this webcast link: https://edge.media-server.com/mmc/p/dcmui7w9

Investors

can listen to a live audio webcast of the conference call by either visiting the “Webcast Link” above or the "Events &

Presentations" section of the Company’s Investor Relations website at https://ir.atni.com/events-and-presentations. A conference

call replay will be available at the same locations beginning at approximately 1:00 p.m. Eastern Time that same day. The Company

also will provide an investor presentation as a supplement to the call on the “Events & Presentations” section of

its Investor Relations website.

1

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. Please see “Use of Non-GAAP Financial Measures”

below for full definitions of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin and see Table 5 for reconciliations of Operating Income

to EBITDA and Operating Income to Adjusted EBITDA.

2

For the Company’s non-GAAP Adjusted EBITDA guidance, the Company is not able to provide without unreasonable effort the most directly

comparable GAAP financial measures, or reconciliations to such GAAP financial measures, on a forward-looking basis. Please see “Use

of Non-GAAP Financial Measures” below for a description of items excluded from the Company’s Adjusted EBITDA guidance.

3

Net Debt and Net Debt Ratio are non-GAAP financial measures. Please see “Use of Non-GAAP Financial Measures” below for full

definitions of Net Debt and Net Debt Ratio and see Table 6 for the reconciliations of Total Debt to Net Debt.

4

As previously disclosed, on February 11, 2026, certain subsidiaries of the Company entered into that certain Purchase and Sale

Agreement with EIP Holdings, IV, LLC, an affiliate of Everest Infrastructure Partners, Inc., to sell approximately

214 tower portfolio sites in the southwest US for up to $297 million in cash consideration (the “U.S. Tower Portfolio

Sale”).

About

ATN

ATN

International, Inc. (Nasdaq: ATNI), headquartered in Beverly, Massachusetts, is a provider of digital infrastructure and communications

services operating in the United States and internationally, including the Caribbean region. The Company’s operating subsidiaries

focus on rural and remote markets and primarily provide: (i) advanced wireless and wireline connectivity to residential, business,

and government customers, including a range of high-speed Internet and data services, fixed and mobile wireless solutions, and video

and voice services; and (ii) carrier and enterprise communications services. For more information, please visit www.atni.com.

Use

of Non-GAAP Financial Measures and Definition of Terms

In

addition to financial measures prepared in accordance with generally accepted accounting principles (“GAAP”), this press

release also contains non-GAAP financial measures. Specifically, the Company has included EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin,

Net Debt, and Net Debt Ratio in this release and the tables included herein.

EBITDA

is defined as Operating income (loss) before depreciation and amortization expense.

Adjusted

EBITDA is defined as Operating income (loss) before depreciation and amortization expense, transaction-related charges, restructuring

and reorganization expenses, the loss on dispositions, transfers and contingent consideration, and non-cash stock-based compensation.

Adjusted

EBITDA Margin is defined as Adjusted EBITDA divided by total revenue.

Net

Debt is defined as total debt less cash and cash equivalents and restricted cash.

Net

Debt Ratio is defined as Net Debt divided by the trailing four quarters ended total Adjusted EBITDA at the measurement date.

The

Company believes that the inclusion of these non-GAAP financial measures helps investors gain a meaningful understanding of the Company's

core operating results and enhances the usefulness of comparing such performance with prior periods. Management uses these non-GAAP measures,

in addition to GAAP financial measures, as the basis for measuring the Company’s core operating performance and comparing such

performance to that of prior periods. The non-GAAP financial measures included in this press release are not meant to be considered superior

to or a substitute for results of operations prepared in accordance with GAAP and should be used supplementally to the Company’s

GAAP financial results. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures

are set forth in the text of, and the accompanying tables to, this press release. While non-GAAP financial measures are an important

tool for financial and operational decision-making and for evaluating the Company’s own operating results over different periods

of time, the Company urges investors to review the reconciliations of these financial measures to the comparable GAAP financial measures

included below, and not to rely on any single financial measure to evaluate its business. Additionally, these non-GAAP financial measures

may not be calculated in the same manner as similar measures presented by other companies. In addition, the forward-looking Adjusted

EBITDA guidance for the full-year 2026 excludes potential charges or gains that may be recorded during the fiscal year, including among

other things, restructuring and reorganization expenses, transaction-related expenses and gains or losses on dispositions, transfers

and contingent consideration. The Company has not attempted to provide reconciliations of such forward-looking non-GAAP earnings guidance

to the comparable GAAP measure, as permitted by Item 10(e)(1)(i)(B) of Regulation S-K, because of the impact and timing of these

potential charges or gains is inherently uncertain and difficult to predict and is unavailable without reasonable efforts. In addition,

the Company believes such reconciliations would imply a degree of precision and certainty that could be confusing to investors. Such

items could have a substantial impact on GAAP measures of the Company’s financial performance.

Cautionary

Language Concerning Forward-Looking Statements

This

press release contains forward-looking statements relating to, among other matters, the Company’s future financial performance,

business goals and objectives, and results of operations, its future revenues, operating income, cash flows, network and operating costs,

Adjusted EBITDA, and capital investments; subsequent closings of the US Tower Portfolio Sale and the additional consideration related

thereto and the timing thereof; the Company’s liquidity; and management’s plans and strategy for the future. These forward-looking

statements are based on estimates, projections, beliefs, and assumptions and are not guarantees of future events or results. Actual future

events and results could differ materially from the events and results indicated in these statements as a result of many factors, including,

among others: (1) the general performance of the Company’s operations, including operating margins, revenues, capital expenditures,

the impact of cost savings initiatives, and the retention of and future growth of the Company’s subscriber base and average revenue

per user; (2) our ability to satisfy outstanding conditions to complete subsequent closings with respect to the US Tower Portfolio

Sale; (3)  the timing, manner and extent to which proceeds from the US Tower Portfolio Sale are deployed may be affected by future

market conditions, potential changes in tax laws and the Company's ability to develop corporate investment and strategic opportunities;

(4) government regulation of the Company’s businesses, which may impact the Company’s telecommunications licenses, the

Company’s revenue and the Company’s operating costs; (5) the impact (if any) of geopolitical instability and U.S. military

presence in the Caribbean; (6) management transitions, and the loss of, or an inability to recruit skilled personnel in the Company’s

various jurisdictions, including key members of management; (7) the Company’s reliance on a limited number of key suppliers

and vendors for timely and cost-effective supply of equipment and services relating to the Company’s network infrastructure; (8) the

Company’s ability to satisfy the needs and demands of the Company’s major carrier customers; (9) the Company’s

ability to realize expansion plans for its fiber markets; (10) the adequacy and expansion capabilities of the Company’s network

capacity and customer service system to support the Company’s customer growth; (11) the Company’s ability to efficiently

and cost-effectively upgrade the Company’s networks and information technology platforms to address rapid and significant technological

changes in the telecommunications industry; (12) the Company’s continued access to capital and credit markets on terms it deems

favorable; (13) the Company’s ability to successfully replace revenue declines in its US Telecom businesses as a result of the

pending US tower portfolio sale through carrier, enterprise broadband, and consumer-based broadband services; (14) ongoing risk of an

economic downturn, political, geopolitical and other risks and opportunities impacting the Company’s operations, including those

resulting from changes and uncertainties related to trade policies and tariff regulations, financial market volatility and disruption,

uncertain economic conditions in the U.S. and abroad, inflationary concerns, and other macroeconomic headwinds including increased costs

and supply chain disruptions; (15) the occurrence of weather events and natural catastrophes and the Company’s ability to secure

the appropriate level of insurance coverage for these assets; and (16) increased competition. These and other additional factors that

may cause actual future events and results to differ materially from the events and results indicated in the forward-looking statements

above are set forth more fully under Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the

year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 16, 2026, and

the other reports the Company files from time to time with the SEC. The Company undertakes no obligation and has no intention to update

these forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors that may affect such

forward-looking statements, except as required by applicable law.

Company

Contact:

Michele

Satrowsky

SVP,

Head of IR & Treasury

ATN

International Inc.

ir@atni.com

Investor

Relations Contact:

Joe

Noyons or Kelley Buchhorn

Three

Part Advisors, LLC

jnoyons@threepa.com;

kbuchhorn@threepa.com

Table 1

ATN International, Inc.

Unaudited Condensed Consolidated Balance Sheets

(in Thousands)

June 30,

2026

December 31,

2025

Assets:

Cash and cash equivalents

$ 317,580

$ 102,491

Restricted cash

14,320

14,663

Customer receivable

9,094

8,783

Assets held-for-sale

8,600

11,200

Other current assets

192,693

190,739

Total current assets

542,287

327,876

Property, plant and equipment, net

947,213

991,767

Operating lease right-of-use assets

132,379

98,158

Customer receivable - long term

30,329

35,128

Assets held-for-sale, net of current portion

6,926

-

Goodwill and other intangible assets, net

116,948

117,770

Other assets

103,936

102,555

Total assets

$ 1,880,018

$ 1,673,254

Liabilities, redeemable non-controlling interests and stockholders’ equity:

Current portion of long-term debt

$ 23,721

$ 15,846

Current portion of customer receivable credit facility

8,999

8,784

Taxes payable

55,424

7,596

Current portion of lease liabilities

18,999

13,891

Liabilities held-for-sale

139

-

Other current liabilities

225,540

216,982

Total current liabilities

332,822

263,099

Long-term debt, net of current portion

$ 489,592

$ 549,321

Customer receivable credit facility, net of current portion

26,228

30,834

Lease liabilities

106,530

75,277

Other long-term liabilities

108,153

113,923

Total liabilities

1,063,325

1,032,454

Redeemable non-controlling interests

97,393

86,821

Stockholders' equity:

Total ATN International,Inc.’s stockholders’ equity

598,776

444,292

Non-controlling interests

120,524

109,687

Total stockholders' equity

719,300

553,979

Total liabilities, redeemable non-controlling interests and stockholders’ equity

$ 1,880,018

$ 1,673,254

Table

2

ATN International, Inc.

Unaudited Condensed Consolidated Statements of Operations

(in

Thousands, Except per Share Data)

Three Months

Ended,

June 30,

Six Months

Ended,

June 30,

2026

2025

2026

2025

Revenues:

Communications services

$ 180,141

$ 174,874

$ 358,599

$ 348,905

Construction

779

2,216

779

3,262

Other

3,584

4,210

7,344

8,427

Total revenue

184,504

181,300

366,722

360,594

Operating expenses (excluding depreciation and amortization unless otherwise indicated):

Cost of services and other

78,450

77,165

155,876

155,389

Cost of construction revenue

990

2,183

990

3,684

Selling, general and administrative

55,319

56,160

111,494

111,390

Stock-based compensation

1,398

2,685

3,333

4,590

Transaction-related charges

6,319

193

7,152

1,628

Restructuring and reorganization expenses

2,583

4,907

4,309

6,737

Depreciation

30,160

33,863

61,316

68,390

Amortization of intangibles from acquisitions

493

1,226

990

2,452

(Gain) Loss on dispositions, transfers and contingent consideration

(230,940 )

2,685

(230,158 )

3,434

Total operating expenses

(55,228 )

181,067

115,302

357,694

Operating income

239,732

233

251,420

2,900

Other expense:

Interest expense, net

(10,368 )

(12,678 )

(20,712 )

(24,356 )

Other expense

(747 )

(591 )

(3,979 )

(3,158 )

Other expense

(11,115 )

(13,269 )

(24,691 )

(27,514 )

Income (loss) before income taxes

228,617

(13,036 )

226,729

(24,614 )

Income tax expense (benefit)

42,092

(3,776 )

43,678

(3,967 )

Net income (loss)

186,525

(9,260 )

183,051

(20,647 )

Net (income) loss attributable to non-controlling interests, net

(19,237 )

2,234

(18,560 )

4,693

Net income (loss) attributable to ATN International,Inc. stockholders

$ 167,288

$ (7,026 )

$ 164,491

$ (15,954 )

Net income (loss) per weighted average share attributable to ATN International,Inc. stockholders:

Basic

$ 10.77

$ (0.56 )

$ 10.52

$ (1.25 )

Diluted

$ 10.71

$ (0.56 )

$ 10.44

$ (1.25 )

Weighted average common shares outstanding:

Basic

15,384

15,223

15,334

15,177

Diluted

15,459

15,223

15,444

15,177

Table 3

ATN International, Inc.

Unaudited Condensed Consolidated Cash Flow Statements

(in

Thousands)

Six Months Ended June 30,

2026

2025

Net income (loss)

$ 183,051

$ (20,647 )

Depreciation

61,316

68,390

Amortization of intangibles from acquisitions

990

2,452

Provision for doubtful accounts

4,245

4,135

Amortization of debt discount and debt issuance costs

1,450

1,435

(Gain) loss on dispositions, transfers and contingent consideration

(230,158 )

3,434

Stock-based compensation

3,333

4,590

Deferred income taxes

1,079

(5,432 )

(Gain) Loss on equity investments

2,396

(133 )

Decrease in customer receivable

4,487

1,780

Change in prepaid and accrued income taxes

42,295

1,666

Change in other operating assets and liabilities

(20,943 )

(1,827 )

Net cash provided by operating activities

53,541

59,843

Capital expenditures

(38,259 )

(42,016 )

Government capital programs:

Amounts disbursed

(27,007 )

(45,906 )

Amounts received

22,423

41,364

Proceeds from Tower Portfolio Transaction

267,669

-

Proceeds from sale of telecommunications licenses

2,200

-

Proceeds from sale of assets

1,585

221

Purchases and sales of employee benefit plan investments

(28 )

701

Net cash provided by (used in) investing activities

228,583

(45,636 )

Dividends paid on common stock

(8,426 )

(7,279 )

Distributions to non-controlling interests

(1,410 )

(1,404 )

Finance lease payments

(376 )

(974 )

Term loan - repayments

(5,009 )

(3,314 )

Term loan - borrowings

5,000

-

Payment of debt issuance costs

(603 )

(280 )

Revolving credit facilities – borrowings

49,050

41,000

Revolving credit facilities – repayments

(101,170 )

(13,000 )

Repayment of customer receivable credit facility

(4,449 )

(4,071 )

Purchases of common stock - stock-based compensation

(1,902 )

(770 )

Purchases of noncontrolling interests

(288 )

(44 )

Funds payable and amounts due to customers

2,205

-

Net cash provided by (used in) financing activities

(67,378 )

9,864

Net change in total cash, cash equivalents and restricted cash

214,746

24,071

Total cash, cash equivalents and restricted cash, beginning of period

117,154

89,244

Total cash, cash equivalents and restricted cash, end of period

$ 331,900

$ 113,315

ATN International, Inc.

Selected Segment Financial Information

(In Thousands)

For

the three months ended June 30, 2026 is as follows:

International

Telecom

US Telecom

Corporate and

Other *

Total

Statement of Operations Data:

Revenue

Mobility

Business

$

5,161

$

-

$

-

$

5,161

Consumer

21,977

-

-

21,977

Total

$

27,138

$

-

$

-

$

27,138

Fixed

Business

$

18,896

$

30,210

$

-

$

49,106

Consumer

41,623

22,154

-

63,777

Total

$

60,519

$

52,364

$

-

$

112,883

Carrier Services

$

3,549

$

32,793

$

-

$

36,342

Other

3,621

157

-

3,778

Total Communications Services

$

94,827

$

85,314

$

-

$

180,141

Construction

$

-

$

779

$

-

$

779

Managed services

$

1,369

$

2,215

$

-

$

3,584

Total Other

$

1,369

$

2,215

$

-

$

3,584

Total Revenue

$

96,196

$

88,308

$

-

$

184,504

Depreciation

$

13,990

$

15,843

$

326

$

30,159

Amortization of intangibles from acquisitions

$

239

$

254

$

-

$

493

Total operating expenses

$

74,279

$

(135,884

)

$

6,378

$

(55,227

)

Operating income (loss)

$

21,917

$

224,192

$

(6,378

)

$

239,731

Net (income) loss attributable to non-controlling interests

$

(3,144

)

$

(16,093

)

$

-

$

(19,237

)

Non GAAP measures:

EBITDA (2)

$

36,146

$

240,289

$

(6,052

)

$

270,383

Adjusted EBITDA (1)

$

35,485

$

19,088

$

(4,829

)

$

49,744

Balance Sheet Data (at June 30, 2026):

Cash, cash equivalents and restricted cash

$

100,371

$

222,062

$

9,467

$

331,900

Total current assets

191,366

323,747

27,174

542,287

Fixed assets, net

442,009

503,870

1,334

947,213

Total assets

711,981

1,076,105

91,932

1,880,018

Total current liabilities

104,747

139,362

88,713

332,822

Total debt, including current portion

63,909

333,699

115,705

513,313

* Corporate and Other refer to corporate overhead expenses and consolidating

adjustments

Table 4 (continued)

ATN International, Inc.

Selected Segment Financial Information

(In Thousands)

For the three months

ended June 30, 2025 is as follows:

International

Telecom

US Telecom

Corporate and

Other  *

Total

Statement of Operations Data:

Revenue

Mobility

Business

$

4,857

$

8

$

-

$

4,865

Consumer

21,466

-

-

21,466

Total

$

26,323

$

8

$

-

$

26,331

Fixed

Business

$

18,416

$

28,854

$

-

$

47,270

Consumer

43,333

22,505

-

65,838

Total

$

61,749

$

51,359

$

-

$

113,108

Carrier Services

$

3,423

$

29,806

$

-

$

33,229

Other

2,088

118

-

2,206

Total Communications Services

$

93,583

$

81,291

$

-

$

174,874

Construction

$

-

$

2,216

$

-

$

2,216

Managed services

$

1,311

$

2,899

$

-

$

4,210

Total Other

$

1,311

$

2,899

$

-

$

4,210

Total Revenue

$

94,894

$

86,406

$

-

$

181,300

Depreciation

$

15,154

$

17,850

$

859

$

33,863

Amortization of intangibles from acquisitions

$

251

$

975

$

-

$

1,226

Total operating expenses

$

78,673

$

91,939

$

10,455

$

181,067

Operating income (loss)

$

16,221

$

(5,533

)

$

(10,455

)

$

233

Net (income) loss attributable to non-controlling interests

$

(2,307

)

$

4,541

$

-

$

2,234

Non GAAP measures:

EBITDA (2)

$

31,626

$

13,292

$

(9,596

)

$

35,322

Adjusted EBITDA (1)

$

33,274

$

18,262

$

(5,744

)

$

45,792

Balance Sheet Data (at December 31, 2025):

Cash, cash equivalents and restricted cash

$

79,165

$

35,915

$

2,074

$

117,154

Total current assets

165,341

141,592

20,943

327,876

Fixed assets, net

451,303

533,443

7,021

991,767

Total assets

701,579

881,968

89,707

1,673,254

Total current liabilities

97,305

120,535

45,259

263,099

Total debt, including current portion

59,952

329,036

176,180

565,168

(1) See Table 5 for reconciliation of

Operating Income to Adjusted EBITDA

(2) See Table 5 for

reconciliation of Operating Income to EBITDA

* Corporate and Other

refer to corporate overhead expenses and consolidating adjustments

ATN International, Inc.

Selected Segment Financial Information

(In Thousands)

For the six months ended June 30, 2026 is as follows:

International

Telecom

US Telecom

Corporate

and

Other *

Total

Statement of Operations Data:

Revenue

Mobility

Business

$ 10,337

$ -

$ -

$ 10,337

Consumer

43,160

-

-

43,160

Total

$ 53,497

$ -

$ -

$ 53,497

Fixed

Business

$ 37,642

$ 60,137

$ -

$ 97,779

Consumer

83,463

44,308

-

127,771

Total

$ 121,105

$ 104,445

$ -

$ 225,550

Carrier Services

$ 7,747

$ 64,682

$ -

$ 72,429

Other

6,815

308

-

7,123

Total Communications Services

$ 189,164

$ 169,435

$ -

$ 358,599

Construction

$ -

$ 779

$ -

$ 779

Managed services

$ 3,090

$ 4,254

$ -

$ 7,344

Total Other

$ 3,090

$ 4,254

$ -

$ 7,344

Total Revenue

$ 192,254

$ 174,468

$ -

$ 366,722

Depreciation

$ 27,565

$ 32,701

$ 1,050

$ 61,316

Amortization of intangibles from acquisitions

$ 481

$ 509

$ -

$ 990

Total operating expenses

$ 151,115

$ (51,461 )

$ 15,648

$ 115,302

Operating income (loss)

$ 41,139

$ 225,929

$ (15,648 )

$ 251,420

Net (income) loss attributable to non-controlling interests

$ (5,750 )

$ (12,810 )

$ -

$ (18,560 )

Non GAAP measures:

EBITDA (2)

$ 69,185

$ 259,139

$ (14,598 )

$ 313,726

Adjusted EBITDA (1)

$ 69,774

$ 38,578

$ (9,991 )

$ 98,361

* Corporate and Other

refer to corporate overhead expenses and consolidating adjustments

Table 4 (continued)

ATN International, Inc.

Selected Segment Financial Information

(In Thousands)

For the six months ended June 30, 2025 is as follows:

International

Telecom

US Telecom

Corporate

and

Other *

Total

Statement of Operations Data:

Revenue

Mobility

Business

$ 9,706

$ 46

$ -

$ 9,752

Consumer

42,657

-

-

42,657

Total

$ 52,363

$ 46

$ -

$ 52,409

Fixed

Business

$ 36,909

$ 58,099

$ -

$ 95,008

Consumer

86,206

44,920

-

131,126

Total

$ 123,115

$ 103,019

$ -

$ 226,134

Carrier Services

$ 7,326

$ 59,033

$ -

$ 66,359

Other

3,829

174

-

4,003

Total Communications Services

$ 186,633

$ 162,272

$ -

$ 348,905

Construction

$ -

$ 3,262

$ -

$ 3,262

Managed services

$ 2,757

$ 5,670

$ -

$ 8,427

Total Other

$ 2,757

$ 5,670

$ -

$ 8,427

Total Revenue

$ 189,390

$ 171,204

$ -

$ 360,594

Depreciation

$ 30,531

$ 36,134

$ 1,725

$ 68,390

Amortization of intangibles from acquisitions

$ 503

$ 1,949

$ -

$ 2,452

Total operating expenses

$ 158,420

$ 179,152

$ 20,122

$ 357,694

Operating income (loss)

$ 30,970

$ (7,948 )

$ (20,122 )

$ 2,900

Net (income) loss attributable to non-controlling interests

$ (3,781 )

$ 8,474

$ -

$ 4,693

Non GAAP measures:

EBITDA (2)

$ 62,004

$ 30,135

$ (18,397 )

$ 73,742

Adjusted EBITDA (1)

$ 65,665

$ 35,774

$ (11,308 )

$ 90,131

(1) See Table 5 for

reconciliation of Operating Income to Adjusted EBITDA

(2) See Table 5 for

reconciliation of Operating Income to EBITDA

* Corporate and Other

refer to corporate overhead expenses and consolidating adjustments

Table 5

ATN International, Inc.

Reconciliation of Non-GAAP Measures

(In Thousands)

For the three months ended June 30, 2026 is as follows:

International

Telecom

US Telecom

Corporate and

Other  *

Total

Operating income (loss)

$ 21,917

$ 224,192

$ (6,378 )

$ 239,731

Depreciation expense

13,990

15,843

326

30,159

Amortization of intangibles from acquisitions

239

254

-

493

EBITDA

$ 36,146

$ 240,289

$ (6,052 )

$ 270,383

Stock-based compensation

126

-

1,272

1,398

Transaction-related charges

-

8,116

(1,797 )

6,319

Restructuring and reorganization expenses

264

580

1,740

2,584

(Gain) loss on dispositions, transfers and contingent consideration

(1,051 )

(229,897 )

8

(230,940 )

ADJUSTED EBITDA

$ 35,485

$ 19,088

$ (4,829 )

$ 49,744

Total revenue

$ 96,196

$ 88,308

$ -

$ 184,504

ADJUSTED EBITDA MARGIN

36.9 %

21.6 %

NA

27.0 %

For the three months

ended June 30, 2025 is as follows:

International

Telecom

US Telecom

Corporate and

Other  *

Total

Operating income (loss)

$ 16,221

$ (5,533 )

$ (10,455 )

$ 233

Depreciation expense

15,154

17,850

859

33,863

Amortization of intangibles from acquisitions

251

975

-

1,226

EBITDA

$ 31,626

$ 13,292

$ (9,596 )

$ 35,322

Stock-based compensation

141

50

2,494

2,685

Transaction-related charges

-

-

193

193

Restructuring and reorganization expenses

1,385

2,357

1,165

4,907

Loss on dispositions, transfers and contingent consideration

122

2,563

-

2,685

ADJUSTED EBITDA

$ 33,274

$ 18,262

$ (5,744 )

$ 45,792

Total revenue

$ 94,894

$ 86,406

$ -

$ 181,300

ADJUSTED EBITDA MARGIN

35.1 %

21.1 %

NA

25.3 %

Table 5 (continued)

ATN International, Inc.

Reconciliation of Non-GAAP Measures

(In Thousands)

For the six months ended June 30, 2026 is as follows:

International

Telecom

US Telecom

Corporate and

Other  *

Total

Operating income (loss)

$ 41,139

$ 225,929

$ (15,648 )

$ 251,420

Depreciation expense

27,565

32,701

1,050

61,316

Amortization of intangibles from acquisitions

481

509

-

990

EBITDA

$ 69,185

$ 259,139

$ (14,598 )

$ 313,726

Stock-based compensation

253

28

3,052

3,333

Transaction-related charges

-

8,134

(982 )

7,152

Restructuring and reorganization expenses

1,009

771

2,529

4,309

(Gain) loss on dispositions, transfers and contingent consideration

(673 )

(229,494 )

8

(230,159 )

ADJUSTED EBITDA

$ 69,774

$ 38,578

$ (9,991 )

$ 98,361

Total revenue

$ 192,254

$ 174,468

$ -

$ 366,722

ADJUSTED EBITDA MARGIN

36.3 %

22.1 %

NA

26.8 %

For the six months ended June 30, 2025 is as follows:

International

Telecom

US Telecom

Corporate and

Other  *

Total

Operating income (loss)

$ 30,970

$ (7,948 )

$ (20,122 )

2,900

Depreciation expense

30,531

36,134

1,725

68,390

Amortization of intangibles from acquisitions

503

1,949

-

2,452

EBITDA

$ 62,004

$ 30,135

$ (18,397 )

$ 73,742

Stock-based compensation

357

127

4,106

4,590

Transaction-related charges

-

-

1,628

1,628

Restructuring and reorganization expenses

2,891

2,491

1,355

6,737

Loss on dispositions, transfers and contingent consideration

413

3,021

-

3,434

ADJUSTED EBITDA

$ 65,665

$ 35,774

$ (11,308 )

$ 90,131

Total revenue

$ 189,390

$ 171,204

$ -

$ 360,594

ADJUSTED EBITDA MARGIN

34.7 %

20.9 %

NA

25.0 %

Table 6

ATN International, Inc.

Non GAAP Measure - Net Debt Ratio

(in Thousands)

June 30,

December 31,

2026

2025

Current portion of long-term debt  *

$ 23,721

$ 15,846

Long-term debt, net of current portion  *

489,592

549,321

Total debt

$ 513,313

$ 565,167

Less: Cash, cash equivalents and restricted cash

331,900

117,154

Net Debt

$ 181,413

$ 448,013

Adjusted EBITDA - for the four quarters ended

$ 198,273

$ 190,044

Net Debt Ratio

0.91

2.36

*  Excludes Customer receivable credit

facility

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ATN

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Entity Central Index Key

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Entity Incorporation, State or Country Code

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Entity Address, Address Line One

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Number 240

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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