from Trilogy International Partners Inc. (isin : CA89621T1084)
Trilogy International Partners Inc. Reports Third Quarter 2023 Results and Appoints Director
BELLEVUE, WA / ACCESSWIRE / November 13, 2023 / Trilogy International Partners Inc. ("TIP Inc." or the "Company") (TSXV:TRL.H), today announced its financial and operating results for the third quarter of 2023.
Third Quarter 2023 Highlights
- Cash and cash equivalents totaled $9.3 million as of September 30, 2023.
- The Company completed a second distribution to shareholders of the net proceeds of the sale of our New Zealand subsidiary in a total amount of $27.5 million Canadian dollars ("C$"), equivalent to approximately $20.8 million, during the third quarter of 2023.
- Corporate operating costs were approximately $0.7 million in the third quarter of 2023, a decrease of 69% compared to $2.4 million (excluding $1.0 million of nonrecurring costs) in the third quarter of 2022.
The Company also announced the appointment of Andrew M. Davies to the board of directors of the Company (the "Board") and, together with Director Mark Kroloff, to a special committee of the Board (the "Special Committee"). The Special Committee will evaluate an expression of interest communicated to the Company on November 10, 2023 by SG Enterprises II, LLC (owned by Board Chair John W. Stanton and his wife, Theresa Gillespie) to acquire all issued and outstanding common shares of the Company not already owned by SG Enterprises II, LLC (the "Potential Transaction").
Andrew M. Davies has previously held senior leadership roles with the Company and its subsidiaries, including serving as the Chief Financial Officer ("CFO") and Executive Vice President of Corporate Development of Trilogy International Partners LLC and as a member of the board of directors of the Company's operating subsidiaries in Bolivia and New Zealand. Mr. Davies subsequently was the CFO of the Company's New Zealand subsidiary, Two Degrees Mobile Limited, until May 2022. He is a Certified Public Accountant.
Managing our Liquidity and Financial Resources
As of September 30, 2023, the Company had $9.3 million in cash and cash equivalents, including approximately C$0.2 million for ongoing costs denominated in that currency. As of December 31, 2022, the Company had $25.1 million in cash and cash equivalents. The decline in the cash balance from December 31, 2022 to September 30, 2023 was primarily due to the return of capital distribution in July 2023 and cash used in operating activities partially offset by the proceeds of the 2degrees Sale (defined below) received in the second quarter of 2023.
In July 2023, the Company completed a return of capital distribution to shareholders pursuant to the plan of liquidation that was adopted by the Board on June 10, 2022. The return of capital distribution was C$0.31 per Common Share, representing an aggregate amount of approximately C$27.5 million (approximately $20.8 million). The ultimate liquidation of the Company will be subject to a shareholder vote and the satisfaction of certain other legal requirements.
Following this distribution, the Company had $9.3 million of cash at September 30, 2023 as a reserve for the payment of expenses for continued financial reporting and other compliance obligations through May 2028, when its remaining indemnification obligations related to the 2degrees Sale are scheduled to expire. The cash reserve will also be utilized for the payment of indemnification claims, if any, that may arise from the transaction but are not funded by the warranty insurance policy purchased in connection with the 2degrees Sale. The Company expects that any cash reserve remaining after the expiration of the indemnification claim period (and the payment of any claims) will be distributed to shareholders and that the Company will thereafter dissolve.
The Company expects that it will be required to comply with Canadian and U.S. public company reporting obligations through the six-year indemnification period following the closing of the 2degrees Sale. During the period in which the Company continues to report publicly, we will be responsible for maintaining appropriate processes and controls around financial reporting. However, given the significantly reduced risk profile of the Company following the 2degrees Sale and the NuevaTel Transaction (defined below), we have reduced our cost structure, with a significant portion of the workforce having ceased employment with the Company in September 2022, and we have retained only a limited number of resources to ensure compliance with ongoing regulatory and audit requirements. The Company has also negotiated with service providers to ensure a significant reduction in costs going forward.
Supplementary Information
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(US dollars in millions, unaudited) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
Revenues | ||||||||||||||||
Wireless service revenues | - | - | - | 154.8 | ||||||||||||
Fixed broadband service revenues | - | - | - | 42.5 | ||||||||||||
Equipment sales | - | - | - | 38.1 | ||||||||||||
Non-subscriber international long distance and other revenues | - | - | - | 3.2 | ||||||||||||
Total revenues | - | - | - | 238.5 | ||||||||||||
Operating expenses (income) | ||||||||||||||||
Cost of service, exclusive of depreciation, amortization and accretion shown separately | - | - | - | 81.0 | ||||||||||||
Cost of equipment sales | - | - | - | 39.2 | ||||||||||||
Sales and marketing | - | - | - | 30.8 | ||||||||||||
General and administrative | 0.7 | 3.4 | 4.0 | 60.4 | ||||||||||||
Depreciation, amortization and accretion | - | - | - | 18.4 | ||||||||||||
Loss (gain) on sale of operations and disposal of assets | - | - | - | (457.6 | ) | |||||||||||
Total operating expenses (income) | 0.7 | 3.4 | 4.0 | (227.8 | ) | |||||||||||
Operating (loss) income | (0.7 | ) | (3.4 | ) | (4.0 | ) | 466.3 | |||||||||
Other income (expenses) | ||||||||||||||||
Interest expense | - | - | - | (22.9 | ) | |||||||||||
Change in fair value of warrant liability | - | - | - | 0.1 | ||||||||||||
Debt extinguishment costs | - | - | - | (8.5 | ) | |||||||||||
Other, net | 0.1 | (2.0 | ) | 0.6 | 13.6 | |||||||||||
Total other income (expenses) | 0.1 | (2.0 | ) | 0.6 | (17.7 | ) | ||||||||||
(Loss) income before income taxes | (0.6 | ) | (5.4 | ) | (3.4 | ) | 448.6 | |||||||||
Income tax expense | - | - | (0.1 | ) | (11.3 | ) | ||||||||||
Net (loss) income | (0.6 | ) | (5.4 | ) | (3.5 | ) | 437.3 | |||||||||
Less: Net income attributable to noncontrolling interests | - | - | - | (3.6 | ) | |||||||||||
Net (loss) income attributable to Trilogy International Partners Inc. | (0.6 | ) | (5.4 | ) | (3.5 | ) | 433.7 | |||||||||
Comprehensive (loss) income | ||||||||||||||||
Net (loss) income | (0.6 | ) | (5.4 | ) | (3.5 | ) | 437.3 | |||||||||
Other comprehensive loss: | ||||||||||||||||
Foreign currency translation adjustments | - | - | - | (13.2 | ) | |||||||||||
Net income on short-term investments | - | 0.1 | - | 0.1 | ||||||||||||
Other comprehensive income (loss) | - | 0.1 | - | (13.1 | ) | |||||||||||
Comprehensive (loss) income | (0.6 | ) | (5.4 | ) | (3.5 | ) | 424.1 | |||||||||
Comprehensive income attributable to noncontrolling interests | - | - | - | (0.1 | ) | |||||||||||
Comprehensive (loss) income attributable to Trilogy International Partners Inc. | (0.6 | ) | (5.4 | ) | (3.5 | ) | 424.1 | |||||||||
Condensed Consolidated Balance Sheets
(US dollars in millions, unaudited) | September 30, 2023 | December 31, 2022 | ||||||||
ASSETS | ||||||||||
Current assets: | ||||||||||
Cash and cash equivalents | 9.3 | 25.1 | ||||||||
Sale proceeds held in escrow | - | 14.1 | ||||||||
Prepaid expenses and other current assets | 0.3 | 0.6 | ||||||||
Total current assets | 9.6 | 39.8 | ||||||||
Non-current assets | 1.2 | 1.4 | ||||||||
Total assets | 10.7 | 41.2 | ||||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||
Current liabilities | 0.9 | 7.4 | ||||||||
Non-current liabilities | 0.2 | 0.3 | ||||||||
Total liabilities | 1.1 | 7.7 | ||||||||