Document and Entity Information
Document and Entity Information $ in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Mar. 30, 2023 shares | Jun. 30, 2022 CAD ($) | Jun. 30, 2022 USD ($) | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Period End Date | Dec. 31, 2022 | |||
Current Fiscal Year End Date | --12-31 | |||
Document Fiscal Year Focus | 2022 | |||
Document Fiscal Period Focus | FY | |||
Document Transition Report | false | |||
Entity File Number | 000-55716 | |||
Entity Registrant Name | Trilogy International Partners Inc. | |||
Entity Central Index Key | 0001689382 | |||
Entity Incorporation, State or Country Code | A1 | |||
Entity Tax Identification Number | 98-1361786 | |||
Entity Address, Address Line One | 155 108th Avenue NE | |||
Entity Address, Address Line Two | Suite 400 | |||
Entity Address, City or Town | Bellevue | |||
Entity Address, State or Province | WA | |||
Entity Address, Postal Zip Code | 98004 | |||
City Area Code | 425 | |||
Local Phone Number | 458-5900 | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | false | |||
ICFR Auditor Attestation Flag | false | |||
Entity Shell Company | true | |||
Entity Public Float | $ 16.6 | $ 12.9 | ||
Entity Common Stock, Shares Outstanding | 88,627,593 | |||
Auditor Firm ID | 248 | |||
Auditor Name | GRANT THORNTON LLP | |||
Auditor Location | Bellevue, Washington |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 25,067 | $ 53,486 |
Restricted cash | 0 | 1,524 |
Accounts receivable, net | 0 | 61,073 |
Equipment Installment Plan ("EIP") receivables, net | 0 | 41,663 |
Inventory | 0 | 10,918 |
Sale proceeds held in escrow | 14,115 | 0 |
Prepaid expenses and other current assets | 1,446 | 32,175 |
Total current assets | 40,628 | 200,839 |
Property and equipment, net | 12 | 307,085 |
Operating lease right-of-use assets, net | 0 | 120,414 |
License costs and other intangible assets, net | 0 | 61,377 |
Goodwill | 0 | 9,689 |
Long-term EIP receivables | 0 | 34,537 |
Deferred income taxes | 0 | 23,890 |
Other assets | 0 | 46,036 |
Total assets | 40,640 | 803,867 |
Current liabilities: | ||
Accounts payable | 49 | 27,171 |
Construction accounts payable | 0 | 22,466 |
Current portion of debt and financing lease liabilities | 0 | 31,589 |
Customer deposits and unearned revenue | 0 | 25,851 |
Short-term operating lease liabilities | 0 | 19,315 |
Other current liabilities and accrued expenses | 7,135 | 99,231 |
Total current liabilities | 7,184 | 225,623 |
Long-term debt and financing lease liabilities | 0 | 631,685 |
Deferred income taxes | 0 | 298 |
Non-current operating lease liabilities | 0 | 168,437 |
Other non-current liabilities | 0 | 23,858 |
Total liabilities | 7,184 | 1,049,901 |
Commitments and contingencies | ||
Shareholders' equity (deficit): | ||
Common shares, no par value, and additional paid-in capital; unlimited authorized, 88,627,593 and 86,461,484 shares issued and outstanding | 0 | 486 |
Accumulated earnings (deficit) | 33,456 | (288,235) |
Accumulated other comprehensive income | 0 | 6,860 |
Total Trilogy International Partners Inc. shareholders' equity (deficit) | 33,456 | (280,889) |
Noncontrolling interests | 0 | 34,855 |
Total shareholders' equity (deficit) | 33,456 | (246,034) |
Total liabilities and shareholders' equity (deficit) | $ 40,640 | $ 803,867 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Shareholders' equity (deficit): | ||
Common stock, no par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares issued (in shares) | 88,627,593 | 86,461,484 |
Common stock, shares outstanding (in shares) | 88,627,593 | 86,461,484 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | |||
Revenues | $ 238,517 | $ 653,564 | $ 610,299 |
Operating expenses | |||
Cost of service, exclusive of depreciation, amortization and accretion shown separately | 81,045 | 217,636 | 202,886 |
Cost of equipment sales | 39,157 | 120,885 | 115,804 |
Sales and marketing | 30,800 | 88,835 | 80,301 |
General and administrative | 62,289 | 123,886 | 112,280 |
Depreciation, amortization and accretion | 18,418 | 107,241 | 106,971 |
Impairment of long-lived assets | 0 | 113,844 | 0 |
(Gain) on sale of operations and loss (gain) on disposal of assets and sale-leaseback transaction | (457,590) | 1,094 | (2,525) |
Total operating expenses | (225,881) | 773,421 | 615,717 |
Operating income (loss) | 464,398 | (119,857) | (5,418) |
Other (expenses) income | |||
Interest expense | (22,887) | (53,713) | (46,517) |
Change in fair value of warrant liability | 105 | 55 | (49) |
Debt extinguishment, modification and issuance costs | (8,527) | (7,016) | 0 |
Other, net | 15,418 | (3,299) | (4,611) |
Total other expenses, net | (15,891) | (63,973) | (51,177) |
Income (loss) before income taxes | 448,507 | (183,830) | (56,595) |
Income tax expense | (11,468) | (10,542) | (23,092) |
Net income (loss) | 437,039 | (194,372) | (79,687) |
Less: Net (income) loss attributable to noncontrolling interests | (3,578) | 49,683 | 31,900 |
Net income (loss) attributable to Trilogy International Partners Inc. | 433,461 | (144,689) | (47,787) |
Comprehensive income (loss) | |||
Net income (loss) | 437,039 | (194,372) | (79,687) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | (13,197) | (10,225) | 10,787 |
Net (loss) gain on short-term investments | 0 | (2) | 2 |
Other comprehensive (loss) income | (13,197) | (10,227) | 10,789 |
Comprehensive income (loss) | 423,842 | (204,599) | (68,898) |
Comprehensive (income) loss attributable to noncontrolling interests | (59) | 53,451 | 26,626 |
Comprehensive income (loss) attributable to Trilogy International Partners Inc. | $ 423,783 | $ (151,148) | $ (42,272) |
Net income (loss) attributable to Trilogy International Partners Inc. per share: | |||
Basic (see Note 15-Earnings per Share) (in dollars per share) | $ 4.93 | $ (2.15) | $ (0.83) |
Diluted (see Note 15-Earnings per Share) (in dollars per share) | $ 4.9 | $ (2.15) | $ (0.83) |
Weighted average common shares: | |||
Basic (in shares) | 87,844,230 | 67,412,546 | 57,671,818 |
Diluted (in shares) | 88,395,269 | 67,412,546 | 57,671,818 |
Wireless Service Revenues [Member] | |||
Revenues | |||
Revenues | $ 154,752 | $ 420,275 | $ 408,365 |
Fixed Broadband Service Revenue [Member] | |||
Revenues | |||
Revenues | 42,498 | 111,542 | 86,630 |
Equipment Sales [Member] | |||
Revenues | |||
Revenues | 38,096 | 112,872 | 106,259 |
Non-subscriber International Long Distance and Other Revenues [Member] | |||
Revenues | |||
Revenues | $ 3,171 | $ 8,875 | $ 9,045 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' (Deficit) Equity - USD ($) $ in Thousands | Common Shares [Member] | Additional Paid-in Capital [Member] | Accumulated (Deficit) Earnings [Member] | Accumulated Other Comprehensive Income [Member] | Noncontrolling Interests [Member] | Total | Cumulative Effect of Accounting Changes [Member] Common Shares [Member] | Cumulative Effect of Accounting Changes [Member] Additional Paid-in Capital [Member] | Cumulative Effect of Accounting Changes [Member] Accumulated (Deficit) Earnings [Member] | Cumulative Effect of Accounting Changes [Member] Accumulated Other Comprehensive Income [Member] | Cumulative Effect of Accounting Changes [Member] Noncontrolling Interests [Member] | Cumulative Effect of Accounting Changes [Member] |
Beginning balance at Dec. 31, 2019 | $ 0 | $ 3,439 | $ (71,134) | $ 4,415 | $ 55,488 | $ (7,792) | $ 0 | $ 0 | $ 21,552 | $ 0 | $ 23,897 | $ 45,449 |
Beginning balance (in shares) at Dec. 31, 2019 | 58,451,931 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Dividends declared and paid | $ 0 | 0 | 0 | 0 | (11,680) | (11,680) | ||||||
Dividend declared and paid (in shares) | 0 | |||||||||||
Equity-based compensation | $ 0 | 3,337 | 0 | 0 | 2,300 | 5,637 | ||||||
Net income (loss) | 0 | 0 | (47,787) | 0 | (31,900) | (79,687) | ||||||
Other comprehensive income (loss) | 0 | 0 | 0 | 5,515 | 5,274 | 10,789 | ||||||
Return of capital, net of distribution repaid | 0 | |||||||||||
Issuance of shares related to RSUs and other | $ 0 | (798) | 0 | 6 | (813) | (1,605) | ||||||
Issuance of shares related to RSUs and other (in shares) | 674,682 | |||||||||||
Ending balance at Dec. 31, 2020 | $ 0 | 5,978 | (97,369) | 9,936 | 42,566 | (38,889) | ||||||
Ending balance (in shares) at Dec. 31, 2020 | 59,126,613 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Dividends declared and paid | $ 0 | 0 | 0 | 0 | (5,673) | (5,673) | ||||||
Dividend declared and paid (in shares) | 0 | |||||||||||
Equity-based compensation | $ 0 | 3,183 | 0 | 0 | 224 | 3,407 | ||||||
Net income (loss) | 0 | 0 | (144,689) | 0 | (49,683) | (194,372) | ||||||
Other comprehensive income (loss) | 0 | 0 | 0 | (6,459) | (3,768) | (10,227) | ||||||
Return of capital, net of distribution repaid | 0 | |||||||||||
Redemption of Class C Units, issuance of shares related to RSUs and other | $ 0 | (8,675) | (46,177) | 3,383 | 51,189 | (280) | ||||||
Redemption of Class C Units, issuance of shares related to RSUs and other (in shares) | 27,334,871 | |||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | 486 | (288,235) | 6,860 | 34,855 | $ (246,034) | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 86,461,484 | 86,461,484 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Equity-based compensation | $ 0 | 3,485 | 0 | 0 | 87 | $ 3,572 | ||||||
Net income (loss) | 0 | 0 | 433,461 | 0 | 3,578 | 437,039 | ||||||
Other comprehensive income (loss) | 0 | 0 | 0 | (9,678) | (3,519) | (13,197) | ||||||
Forfeiture of shares | $ 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Forfeiture of shares (in shares) | (1,675,336) | |||||||||||
Return of capital, net of distribution repaid | $ 0 | (1,333) | (111,634) | 0 | 0 | (112,967) | ||||||
Issuance of shares related to RSUs, change in noncontrolling interests and other | $ 0 | (2,638) | (136) | 2,818 | (35,001) | (34,957) | ||||||
Issuance of shares related to RSUs, change in noncontrolling interests and other (in shares) | 3,841,445 | |||||||||||
Ending balance at Dec. 31, 2022 | $ 0 | $ 0 | $ 33,456 | $ 0 | $ 0 | $ 33,456 | ||||||
Ending balance (in shares) at Dec. 31, 2022 | 88,627,593 | 88,627,593 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | |||
Net income (loss) | $ 437,039 | $ (194,372) | $ (79,687) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | |||
Provision for doubtful accounts | 2,759 | 8,663 | 13,895 |
Depreciation, amortization and accretion | 18,418 | 107,241 | 106,971 |
Equity-based compensation | 3,572 | 3,407 | 5,637 |
Impairment of long-lived assets | 0 | 113,844 | 0 |
(Gain) on sale of operations and loss (gain) on disposal of assets | (457,590) | 1,094 | (2,525) |
Non-cash right-of-use asset lease expense | 3,686 | 19,245 | 18,699 |
Non-cash interest expense and debt derivative instrument charge | 3,385 | 18,318 | 4,189 |
Settlement of cash flow hedges | (335) | (1,700) | (1,582) |
Change in fair value of warrant liability | (105) | (55) | 49 |
Debt extinguishment costs | 8,527 | 0 | 0 |
Non-cash (gain) loss from change in fair value on cash flow hedges | (2,946) | (4,762) | 2,531 |
(Gain) on forward exchange contracts and unrealized (gain) loss on foreign exchange transactions | (15,931) | (607) | 359 |
Deferred income taxes | 396 | 4,314 | 15,293 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (6,460) | (15,614) | (4,716) |
EIP receivables | 5,207 | 161 | (10,489) |
Inventory | (1,470) | 3,215 | 5,524 |
Prepaid expenses and other current assets | (12,670) | (3,995) | (4,776) |
Other assets | (1,546) | (5,799) | (2,011) |
Accounts payable | (7,068) | 7,631 | (8,942) |
Operating lease liabilities | (7,376) | (1,556) | (16,784) |
Other current liabilities and accrued expenses | 23,784 | (9,698) | (5,829) |
Customer deposits and unearned revenue | (1,866) | (273) | 5,070 |
Net cash (used in) provided by operating activities | (8,590) | 48,702 | 40,876 |
Investing activities: | |||
Proceeds from the sale of operations, inclusive of proceeds from forward exchange contract of $16.6 million, net of cash sold of $51.1 million | 552,210 | 0 | 0 |
Purchase of property and equipment | (32,429) | (92,838) | (77,331) |
Purchase of short-term investments | (13,837) | 0 | (9,986) |
Maturities and sales of short-term investments | 13,837 | 9,987 | 0 |
Purchase of spectrum licenses and other additions to license costs | 0 | (6,735) | 0 |
Proceeds from sale-leaseback transaction | 0 | 0 | 5,814 |
Other, net | (687) | (4,220) | (4,870) |
Net cash provided by (used in) investing activities | 519,094 | (93,806) | (86,373) |
Financing activities: | |||
Payments of debt, including sale-leaseback and EIP receivables financing obligations | (438,807) | (382,526) | (275,075) |
Return of capital, net of distribution repaid | (112,967) | 0 | 0 |
Proceeds from debt | 10,000 | 350,000 | 346,656 |
Proceeds from EIP receivables financing obligation | 7,290 | 39,905 | 12,558 |
Dividends to noncontrolling interests | 0 | (5,673) | (11,680) |
Debt issuance and modification costs | 0 | (1,889) | (4,429) |
Other, net | (2,778) | (311) | (220) |
Net cash (used in) provided by financing activities | (537,262) | (494) | 67,810 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (26,758) | (45,598) | 22,313 |
Cash, cash equivalents and restricted cash, beginning of period | 55,010 | 102,525 | 78,462 |
Effect of exchange rate changes | (3,185) | (1,917) | 1,750 |
Cash, cash equivalents and restricted cash, end of period | $ 25,067 | $ 55,010 | $ 102,525 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Investing activities: | |
Proceeds from forward exchange contract | $ 16.6 |
Net of cash sold | $ 51.1 |
DESCRIPTION OF BUSINESS, BASIS
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business On February 7, 2017, Trilogy International Partners LLC (“Trilogy LLC”), a Washington limited liability company, and Alignvest Acquisition Corporation completed a court approved plan of arrangement (the “Arrangement”) pursuant to an arrangement agreement dated November 1, 2016 (as amended December 20, 2016, the “Arrangement Agreement”). As a result of the Arrangement, Trilogy International Partners Inc. (“TIP Inc.” and together with its consolidated subsidiaries, the “Company”), through a wholly owned subsidiary, obtained a controlling interest in and thus consolidates Trilogy LLC. The Company historically had two reportable segments, New Zealand and Bolivia. During the second quarter of 2022, the Company completed the sales of its operations in New Zealand and Bolivia, which represented substantially all of the operating activities of the Company’s business. The disposals and comparative historical periods are not presented as discontinued operations since the associated activities represented substantially all of the Company’s net productive assets, business activities and results of operations. Accordingly, they do not meet the definition of a component of an entity that would qualify for discontinued operations presentation because they are not clearly distinguishable from the rest of the entity. Since presentation of discontinued operations is not applicable, the presentation of segment information for New Zealand and Bolivia has been retained. Unallocated corporate operating expenses, which pertain primarily to corporate administrative functions that supported the segments but were not specifically attributable to or managed by any segment, are presented as a reconciling item between total segment results and consolidated financial results. Additional information relating to our historical reportable segments is included in Note 19 – Segment Information. Below is a brief summary of each of the Company’s historical segments: New Zealand: Two Degrees Mobile Limited (“2degrees”) was formed under the laws of New Zealand on February 15, 2001. 2degrees launched commercial operations in 2009 as the third operator in New Zealand. 2degrees provided voice, data and long distance services to its customers over third generation (“3G”) and fourth generation (“4G”) networks. 2degrees maintained inbound visitor roaming and international outbound roaming agreements with various international carriers. 2degrees offered its mobile communications services through both prepaid and postpaid payment plans. In addition, 2degrees offered fixed broadband communications services to residential and enterprise customers. As of December 31, 2022, the 2degrees business had been disposed of and the Company no longer owned or operated the New Zealand segment Bolivia: Empresa de Telecomunicaciones NuevaTel (PCS de Bolivia), S.A. (“NuevaTel”) was formed under the laws of Bolivia in November, 1999 to engage in Personal Communication Systems (“PCS”) operations. NuevaTel was awarded its first PCS license in 1999 and commenced commercial service in November 2000 under the brand name Viva. NuevaTel operated a Global System for Mobile Communications network along with 3G and 4G networks. These networks provided voice and data services, including high-speed Internet, messaging services and application and content downloads. NuevaTel offered its services through both prepaid and postpaid payment plans, although the majority of NuevaTel’s subscribers paid on a prepaid basis. In addition to mobile voice and data services, NuevaTel offered fixed wireless broadband services and public telephony services. NuevaTel’s public telephony service utilized wireless pay telephones located in stores and call centers that were owned and managed by NuevaTel resellers. As of December 31, 2022, the NuevaTel business had been disposed of and the Company no longer owned or operated the Bolivia segment See Note 2 – Sale of Operations for additional information regarding the sale of both 2degrees and NuevaTel . Basis of Presentation and Principles of Consolidation The Company’s Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company consolidates majority-owned subsidiaries over which it exercises control, as well as variable interest entities (“VIEs”) where it is deemed to be the primary beneficiary and thus VIEs are required to be consolidated in our financial statements. All significant intercompany transactions and accounts have been eliminated in consolidation for all periods presented. Beginning in 2021, we replaced “Wireline” with “Fixed broadband” to describe the revenues and subscribers associated with the Company’s fixed broadband products in New Zealand and Bolivia, which were provided using fixed line or wireless technology. As a result, fixed Long Term Evolution (“LTE”) service revenues were reclassified from Wireless service revenues and were included as a component of Fixed broadband service revenues in our Consolidated Statements of Operations and Comprehensive Income (Loss). This reclassification was applied to all periods presented in these financial statements. Fixed LTE service revenues reclassified to Fixed broadband service revenues were $2.1 million, $5.1 million and $3.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. This change had no impact on total revenues or net loss for any period presented. All financial results for the year ended December 31, 2022 reflect the results from NuevaTel within the Bolivia segment from January 1, 2022 through May 14, 2022 and from 2degrees within the New Zealand segment from January 1, 2022 through May 19, 2022. Significant Accounting Policies Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and the amounts of revenues and expenses reported for the periods presented. Certain estimates require difficult, subjective and complex judgments about matters that are inherently uncertain. Actual results could differ from those estimates. Examples of significant estimates include the allowance for doubtful accounts, the useful lives of property and equipment, amortization periods for intangible assets, fair value of financial instruments and equity-based compensation, imputed discount on equipment installment receivables, cost estimates for asset retirement obligations, realizability of deferred income taxes, fair value measurements related to goodwill, spectrum licenses and intangibles, projections used in impairment analysis, evaluation of minimum operating lease terms and the period for recognizing prepaid and postpaid revenues based on breakage. Cash, Cash Equivalents and Restricted Cash: Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less at the acquisition date or with a variable rate which can be liquidated on demand. The Company classifies cash as restricted when the cash is unavailable for use in general operations. The Company had no restricted cash as of December 31, 2022 and $1.5 million of restricted cash as of December 31, 2021, consisted primarily of cash restricted to offset current installments of debt. Balance sheet information related to cash, cash equivalents and restricted cash as of December 31, 2022 and 2021 consisted of the following: 2022 2021 Cash and cash equivalents $ 25,067 $ 53,486 Restricted cash - 1,524 Total cash, cash equivalents and restricted cash $ 25,067 $ 55,010 Short-term Investments: The Company’s short-term investments, consisting primarily of U.S. Treasury securities and commercial paper with original maturities of more than three months from the date of purchase, were considered available-for-sale (“AFS”) and reported at fair value. The net unrealized gains and losses on AFS investments were reported as a component of Other comprehensive income or loss. Realized gains and losses on AFS investments were determined using the specific identification method and included in Other, net. Gross unrealized holding gains (losses) were insignificant for the years ended December 31, 2022, 2021 and 2020. Accounts Receivable, net: Accounts receivable consisted primarily of amounts billed and due from customers, other wireless service providers, and dealers and were generally unsecured. Following the sale of operations in the second quarter of 2022, there were no accounts receivable as of December 31, 2022. Management made estimates of the uncollectability of its accounts receivable. In determining the adequacy of the allowance for doubtful accounts, management analyzed historical experience and current collection trends, known troubled accounts, receivable aging and current economic trends. The Company wrote off account balances against the allowance for doubtful billed accounts when collection efforts were unsuccessful. Provisions for uncollectible receivables were included in General and administrative expenses. As a result of the sale of operations in the second quarter of 2022, there were no accounts receivable as of December 31, 2022, and, accordingly, no allowance for doubtful accounts as of that date. EIP Receivables: Prior to the sale of our operations in the second quarter of 2022, 2degrees and NuevaTel offered certain wireless customers the option to pay for their handsets in installments over a period of up to 36 months using an EIP. The amounts recorded as EIP receivables at the end of each period represented EIP receivables for which invoices were not yet generated for the customer (“unbilled”). Invoiced EIP receivables were recorded in the Accounts receivable, net balance, consistent with other outstanding customer trade receivables. At the time of sale of handsets under installment plans, we imputed risk adjusted interest on certain receivables associated with EIPs. We recorded any deferral of this imputed discount as a reduction in EIP receivables, net in our Consolidated Balance Sheets and amortized the deferred amount over the financed device payment term in Non-subscriber international long distance (“ILD”) and other revenues in our Consolidated Statements of Operations and Comprehensive Income (Loss). The Company established an allowance for EIP receivables to cover probable and reasonably estimated losses. The estimate of allowance for doubtful accounts considered a number of factors, including collection experience, receivable aging, customer credit quality and other qualitative factors including macro-economic factors. The Company monitored the EIP receivable balances and wrote off account balances if collection efforts were unsuccessful and future collection was unlikely. See Note 5 – EIP Receivables for additional information as it relates to the allowance for doubtful accounts specifically attributable to EIP receivables. In August 2019, 2degrees entered into an EIP receivables secured borrowing arrangement with an intermediary purchasing entity (the “EIP Purchaser”) and financial institutions that lent capital to the EIP Purchaser. The transfer of receivables through this arrangement did not qualify as a sale of financial assets under GAAP and as such was recorded as a secured borrowing. Upon transfer to the EIP Purchaser, the Company did not derecognize the receivables or related allowance for doubtful accounts and unamortized imputed discount. The above summary of EIP receivables accounting policy remained applicable for unbilled EIP receivables sold through this arrangement. For further information, see Note 5 – EIP Receivables. Inventories: As a result of the sale of our operations in the second quarter of 2022, there was no inventory as of December 31, 2022. Prior to the sale of operations, inventory consisted primarily of wireless devices and accessories. Cost was determined by the first-in, first-out (“FIFO”) method and the weighted average cost method, which had historically approximated the FIFO method. Subsequent measurement of inventory was determined using the cost and net realizable value test. Net realizable value was determined using the estimated selling price in the ordinary course of business. The Company recorded inventory write-downs to net realizable value for obsolete and slow-moving items based on inventory turnover trends and historical experience. Handset costs in excess of the revenues generated from handset sales, or handset subsidies, were expensed at the time of sale. The Company did not recognize the expected handset subsidies prior to the time of sale because the promotional discount decision was made at the point of sale and/or because the Company expected to recover the handset subsidies through service revenues. For certain inventories held by a third-party distribution and logistics company located in New Zealand, the Company recorded inventories in our Consolidated Balance Sheets, with a corresponding increase to Other current liabilities and accrued expenses. The third-party distribution and logistics company purchased the inventory from various equipment manufacturers on behalf of and at the direction of 2degrees, with 2degrees specifying the purchase price, timing of purchase, and type and quantity of handsets. Therefore, the Company recorded the inventory once risk of loss was assumed in connection with the transfer from the manufacturers to the third-party distribution and logistics company. Property and Equipment: Property and equipment was recorded at cost or fair value for assets acquired as part of business combinations, and depreciation was calculated on a straight-line method over the estimated useful lives of the assets. Estimated useful lives were generally as follows: (i) buildings 40 years; (ii) wireless communications systems from 2 to 20 years; and (iii) furniture, equipment, vehicles and software from 2 to 17 years. Leasehold improvements were recorded at cost and depreciated over the lesser of the term of the lease or the estimated useful life. Costs of additions and major replacements and improvements were capitalized. Repair and maintenance expenditures which did not enhance the asset’s functionality or extend the asset’s useful life were charged to operating expenses as incurred. Construction costs, labor and overhead incurred in the expansion or enhancement of the Company’s networks were capitalized. Capitalization commenced with pre-construction period administrative and technical activities, which might have included obtaining leases, zoning approvals and building permits, and ceased when the asset was ready for its intended use and placed in service. Upon sale or retirement of an asset, the related costs and accumulated depreciation were removed from the balance sheet accounts and any gain or loss was recognized. Assets under construction were not depreciated until placed in service. Interest expense incurred during the construction phase of the Company’s wireless networks was capitalized as part of property and equipment until assets were placed into service. Capitalized interest costs were amortized over the estimated useful lives of the related assets. Capitalized interest for the years ended December 31, 2022, 2021 and 2020 was $0.1 million, $0.9 million and $0.8 million, respectively. The Company capitalized certain costs incurred in connection with developing or acquiring internal use software. Capitalization of software costs commenced once selection of a specific software project had been made and the Company approved and committed to funding the project. Capitalized costs included direct development costs associated with internal use software, including internal direct labor costs and external costs of materials and services. Capitalized software costs were included in Property and equipment, net and amortized on a straight-line basis over the estimated useful life of the asset. Costs incurred during the preliminary project stage, as well as maintenance and training costs, were expensed as incurred. The Company recorded an asset retirement obligation (“ARO”) for the fair value of obligations associated with the retirement of tangible long-lived assets and recorded a corresponding increase in the carrying amount of the related asset in the period in which the obligation was incurred. These obligations primarily pertained to the Company’s obligations related to network infrastructure, principally tower and related assets, and included obligations to remediate leased land on which the Company’s network infrastructure assets were located. The liability was accreted to its present value each period, and the capitalized cost was depreciated over the estimated useful life of the related asset. Upon settlement of the liability, any difference between the recorded ARO liability and the actual retirement costs incurred was recognized as an operating gain or loss in the Consolidated Statement of Operations and Comprehensive Income (Loss). The significant assumptions used in estimating the ARO included the following: a probability that the Company’s leases with ARO will be remediated at the lessor’s directive; expected settlement dates that coincided with lease expiration dates plus estimated lease extensions; remediation costs that were indicative of what third-party vendors would charge the Company to remediate the sites; expected inflation rates that were consistent with historical inflation rates; and credit-adjusted risk-free interest rates which approximated the Company’s incremental borrowing rates. Leases (effective January 1, 2020): Prior to our sale of our operations in the second quarter of 2022, we leased cell sites, retail stores, offices, vehicles, equipment and other assets from third parties under operating and finance leases. We determined whether a contract was a lease or contained a lease at contract inception, and this assessment required judgment including consideration of factors such as whether we obtained substantially all of the rights to the underlying assets and whether we had the ability to direct the use of the related assets. Right-of-use (“ROU”) assets represented our right to use an underlying asset for the lease term and the lease liability represented our obligation to make payments arising from the lease. Lease liabilities were recognized at commencement date based on the present value of the remaining lease payments over the lease term. As the rates implicit in our leases were not readily determinable, our incremental borrowing rate was used in calculating the present value of the sum of the lease payments, and determining the borrowing rate used for discounting these payments required judgment. ROU assets were recognized at commencement date at the value of the lease liability, adjusted for any prepayments, lease incentives, or initial direct costs. The incremental borrowing rate was determined using a portfolio approach based on the rate of interest that would be paid to borrow an amount equal to the lease payments on a collateralized basis over a similar term. We used an unsecured borrowing rate and risk adjusted that rate to approximate a collateralized rate for each geographic region in which we conducted business. Our typical lease arrangement included a non-cancellable term with renewal options for varying terms depending on the nature of the lease. We included the renewal options that were reasonably certain to be exercised as part of the lease term, and this assessment was also an area of judgment. For cell site locations, optional renewals were included in the lease term based on the date the sites were placed in service and to the extent that renewals were reasonably certain based on the age and duration of the sites. For other leases, renewal options were typically not considered to be reasonably certain to be exercised. We had certain lease arrangements with non-lease components that related to the lease components, primarily consisting of maintenance and utility costs that were paid to the lessor. Non-lease components and the lease components to which they relate were accounted for together as a single lease component for all asset classes. Certain leases contained escalation clauses or payment of executory costs such as taxes, utilities and maintenance. We recognized lease payments for short-term leases as expense either straight-line over the lease term or as incurred depending on whether lease payments were fixed or variable. License Costs and Other Intangible Assets: Prior to our sale of our operations in the second quarter of 2022, intangible assets consisted primarily of wireless spectrum licenses in foreign markets, tradenames and subscriber relationships. License costs primarily represented costs incurred to acquire wireless spectrum licenses in foreign markets, which were recorded at cost, and the value attributed to wireless spectrum licenses acquired in business combinations. Amortization began with the commencement of service to customers. The license costs were amortized using the straight-line method over 7 to 20 years, corresponding to the expiration dates of the licenses as issued by the applicable regulators. Licenses, subject to certain conditions, were usually renewable and were generally non-exclusive. However, management generally did not consider renewal periods when determining the useful life of a license since there was no certainty that a license would be renewed without significant cost (or at no cost). Subscriber relationships were acquired as part of the acquisition in New Zealand of our fixed broadband communications services provider, Snap Limited, in 2015 and related to established relationships with residential and enterprise customers through contracts for fixed broadband services. Subscriber relationships were amortized over the estimated useful life of 7 years using an accelerated method, which management believed best reflected the estimated pattern in which the economic benefits of the assets would be consumed. Impairment of Long-Lived Assets: The Company evaluated its long-lived assets, including intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicated that the carrying amount of an asset group might not be recoverable. Asset groups were determined at the lowest level for which identifiable cash flows were largely independent of cash flows of other groups of assets and liabilities. When the carrying amount of a long-lived asset group was not fully recoverable and exceeded its fair value, an impairment loss was recognized equal to the excess of the asset group’s carrying value over the estimated fair value. We determined fair value by using a combination of comparable market values, estimated future discounted cash flows and appraisals, as appropriate. The Company tested the long-lived assets of NuevaTel in the third quarter of 2021 for impairment and recorded an impairment charge in the amount of $113.8 million for the year ended December 31, 2021. The impairment was allocated to long-lived assets in the following amounts: $42.2 million to property and equipment, $48.5 million to operating lease right-of-use assets, $18.8 million to license costs and other intangible assets, and $4.3 million to other assets. These impairment charges were included in Impairment of long-lived assets in our Consolidated Statements of Operations and Comprehensive Income (Loss). The pre-tax impairment charge resulted in a $28.5 million deferred tax asset which was offset by a full valuation allowance, and a $5.2 million tax benefit as a result of the reduction to the Company’s deferred tax liability for NuevaTel’s unrepatriated earnings. There were no events or changes in circumstances that indicated impairment should be recorded for long-lived assets for the fiscal years ended December 31, 2022 and 2020. Goodwill: Goodwill is the excess of the cost of an acquisition of businesses over the fair value of the net identifiable assets acquired as of the acquisition date. The Company reviewed goodwill for potential impairment annually as of November 30 and also during interim periods if events or changes in circumstances indicated the occurrence of a triggering event. As a result of the sale of operations in the second quarter of 2022, there was no goodwill as of December 31, 2022 When assessing goodwill for impairment, when deemed appropriate, we first performed a qualitative assessment to determine whether it was more likely than not that the fair value of the reporting unit was less than its carrying amount as a basis for determining whether it was necessary to perform the goodwill impairment test. If we did not perform this qualitative assessment, or if the qualitative assessment indicated it was more likely than not that the fair value of the single reporting unit was less than its carrying amount, we tested goodwill for impairment. If the Company determined the fair value of the reporting unit was less than its carrying amount, a goodwill impairment loss was recognized for the difference. Determining the fair value of a reporting unit involved the use of significant estimates and assumptions. Generally fair value was determined by a multiple of earnings based on the guideline publicly traded business method or on discounting projected future cash flows based on management’s expectations of the current and future operating environment. There were no goodwill impairment charges required for any periods presented. Cloud computing arrangements that are service contracts: The Company entered into hosted cloud computing arrangements that were considered to be service contracts and deferred certain development costs related to implementing the cloud computing arrangements. As of December 31, 2022, there were no deferred implementation costs. As of December 31, 2021, the Company had net deferred implementation costs of $9.7 million, which were primarily included in Other assets. A portion of the deferred balance related to the implementation of a new enterprise resource planning system at 2degrees, which replaced certain of its existing core financial systems. The Company amortized the implementation costs over the service contract period of the hosting arrangement. Amortization expense for the implementation costs was $0.7 million and $2.0 million for the years ended December 31, 2022 and 2021, respectively, and was included within General and administrative expenses. Amortization expense for the implementation costs was not significant for the year ended December 31, 2020. Derivative Instruments and Hedging Activities: We employ risk management strategies, which may include the use of interest rate swaps, cross-currency swaps and forward exchange contracts. We do not hold or enter into derivative instruments for trading or speculative purposes. Derivatives are recognized in the Consolidated Balance Sheets at fair value. Changes in the fair values of derivative instruments designated as “cash flow” hedges are recorded, to the extent the hedges are highly effective, in Other comprehensive income (loss). Derivative instruments not qualifying for hedge accounting or ineffective portions of cash flow hedges, if any, are recognized in current period earnings. The Company assesses, both at inception of the hedge and on an ongoing basis, whether derivatives used as hedging instruments are highly effective in offsetting the changes in the fair value or cash flow of the hedged items. If it is determined that a derivative is not highly effective as a hedge or ceases to be highly effective, the Company discontinues hedge accounting prospectively. As of December 31, 2022 and 2021, no derivative instruments were designated for hedge accounting. Fair Value Measurements: The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. Warrant Liability: As of February 7, 2017, the date of consummation of the Arrangement, TIP Inc.’s issued warrants and the then outstanding warrants were recorded as a liability, as the warrants were written options that were not indexed to common shares of TIP Inc. (the “Common Shares”). The warrant liability was recorded in Other current liabilities and accrued expenses The warrants expired unexercised on February 7, 2022 and were no longer outstanding as of December 31, 2022. Required Distributions: Prior to the redemption in October 2021 of Trilogy LLC Class C Units (the “Class C Units”), Trilogy LLC was required to make quarterly distributions to its members on a pro rata basis in accordance with each member’s ownership interest in amounts sufficient to permit members to pay the tax liabilities resulting from allocations of income tax items from Trilogy LLC. Trilogy LLC was in a net taxable loss position for the periods prior to the redemption; therefore, no tax distributions were made to its members related to those tax years. See Note 11 – Equity. Revenue Recognition: Prior to the sale of our operations in the second quarter of 2022, the Company derived its revenues primarily from wireless services, fixed broadband services and equipment sales. Revenues were recognized when control of the services and equipment was transferred to our customers in an amount that reflected the consideration we expected to be entitled to in exchange for those services. The Company’s revenue recognition policy follows guidance from Revenue from Contracts with Customers (“Topic 606”). The Company determined revenue recognition through the following five-step framework: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in each contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in each contract; and • Recognition of revenue when, or as, we satisfy a performance obligation. Significant Judgments The most significant judgments affecting the amount and timing of revenue from contracts with our customers included the following items: • The assessment of legally enforceable rights and obligations involved judgment and impacted our determination of contractual term, transaction price and related disclosures; • Our products were generally sold with a right of return, which was accounted for as variable consideration when estimating the amount of revenue to recognize. Expected device returns were estimated based on historical experience; • Identifying distinct performance obligations within our service plans; • For contracts that involved more than one product or service (or multiple performance obligations), determining the standalone selling price for each product or service (or performance obligation); • Determining costs that we incurred to obtain or fulfill a contract; and • For capitalized contract costs, determining the amortization period as well as assessing the indicators of impairment. Wireless Services and Related Equipment The Company entered into contracts with consumer and business customers for postpaid wireless services, prepaid wireless services and wireless equipment. Customers may have elected to purchase wireless services or equipment separately or together. For wireless service and wireless equipment contracts entered into within a short period of time, we followed the contract combination guidance and assessed the contracts as a single arrangement. The Company generated wireless services revenues from providing access to, and usage of, our wireless communications network. Performance obligations included in a typical wireless service contract with a customer included data, voice and text message services. We recognized revenue using an output method, either |
SALE OF OPERATIONS
SALE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
SALE OF OPERATIONS [Abstract] | |
SALE OF OPERATIONS | NOTE 2 – SALE OF OPERATIONS 2degrees – New Zealand Segment On December 31, 2021, the shareholders of 2degrees, including the Company, entered into a purchase agreement (the “Purchase Agreement”) with Voyage Digital (NZ) Limited (“Voyage Digital”) to sell all of their equity interests in 2degrees (the “2degrees Sale”) On May 19, 2022, the Company completed the sale of its 73.2% interest in 2degrees. For its ownership interest in 2degrees, the Company’s share of the total consideration was $930 million NZD (approximately $601 million based on the exchange rate on the date the consideration was received), net of $33 million NZD ($21 million) of closing adjustments, including transaction advisory fees, along with payments to satisfy the outstanding 2degrees option pool. Approximately $22 million NZD of the consideration paid by Voyage Digital for the Company’s 2degrees shares is being held in escrow as recourse for potential indemnification claims that may arise under the Purchase Agreement. The amount in escrow represents a consideration receivable and is included in Sale proceeds held in escrow within current assets in the Company’s Consolidated Balance Sheet as it is currently considered to be probable that the amount will be received in full at the conclusion of the escrow period. The escrowed proceeds are scheduled to be released in May 2023. The amount of escrow proceeds that will ultimately be received will depend upon whether any indemnification obligations arise under the Purchase Agreement, and the receivable will be monitored for potential impairment over time as facts and circumstances evolve. Upon closing of the 2degrees Sale, the Company recognized a net gain of $443.3 million, inclusive of changes in the NZD to USD foreign currency exchange rate between the funding and settlement of sale proceeds, which is included in (Gain) on sale of operations and loss (gain) on disposal of assets in our Consolidated Statements of Operations and Comprehensive Income (Loss). Additionally, the amount in escrow is denominated in NZD and the change in such amount in the year ended December 31, 2022 is primarily due to a change in the exchange rate at the end of the period. This change was immaterial and included in Other, net in our Consolidated Statements of Operations and Comprehensive Income (Loss). The table below presents a computation of the gain on sale of 2degrees based on the derecognition of 2degrees’s net assets: As of May 19, 2022 Current assets: Cash, cash equivalents and restricted cash $ 39,090 Accounts receivable, net 37,876 EIP receivables, net 35,245 Inventory 10,222 Prepaid expenses and other current assets 29,097 Total current assets 151,530 Property and equipment, net 261,894 Operating lease right-of-use assets, net 62,758 License costs, goodwill and other intangible assets, net 33,118 Long-term EIP receivables 31,053 Deferred income taxes 21,882 Other assets 37,232 Total assets $ 599,467 Current liabilities: Accounts payable $ 4,231 Construction accounts payable 11,750 Current portion of debt and financing lease liabilities 205,493 Customer deposits and unearned revenue 20,611 Short-term operating lease liabilities 8,338 Other current liabilities and accrued expenses 64,787 Total current liabilities 315,210 Long-term debt and financing lease liabilities 395 Non-current operating lease liabilities 68,172 Other non-current liabilities 18,327 Total liabilities $ 402,104 Net assets sold $ 197,363 Net consideration $ 600,723 Less: Net assets sold (197,363 ) Carrying amount of noncontrolling interests 42,709 Accumulated other comprehensive loss attributable to TIP Inc. (2,818 ) Gain on sale of 2degrees operation $ 443,251 As of May 19, 2022, the Company deconsolidated the net assets of 2degrees and recorded the related gain on sale. Income before income taxes for the New Zealand segment was $35.4 million, $42.5 million and $25.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. New Zealand segment income before income taxes attributable to TIP Inc. was $25.9 million, $24.5 million and $12.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. In connection with the closing of the 2degrees Sale, the Company settled its forward exchange contract related to a portion of the sale proceeds. See Note 9 – Derivative Financial Instruments for additional information. Upon closing of the 2degrees Sale, the Company also used a portion of the proceeds to prepay approximately $450 million in aggregate outstanding indebtedness and accrued interest under its subsidiary’s 8.875% senior secured notes due 2023 and 10% promissory notes due 2023, as well as the Company’s 13.5% bridge loans due 2023. As a result of these prepayments, the Company had no remaining indebtedness outstanding. See Note 8 – Debt for additional information on the prepayments of debt. The remaining amount of proceeds was used to fund a shareholder cash distribution made in June 2022 and provide a cash reserve for remaining Company operations. See Note 11 – Equity for additional information regarding the cash distribution. NuevaTel – Bolivia Segment On March 28, 2022, the Company entered into a purchase agreement with Balesia Technologies, Inc. (“Balesia”) to sell its 71.5% equity interest in NuevaTel (the “NuevaTel Transaction”). As of March 28, 2022, the Company also determined that the NuevaTel business met the criteria to be classified as held for sale. Therefore, the Company ceased recording depreciation and amortization on the applicable and relevant NuevaTel non-current tangible and intangible assets on such date, in accordance with ASC 360-10. On May 14, 2022, Balesia closed the NuevaTel Transaction with the Company. Proceeds received related to the NuevaTel Transaction were of a nominal amount, and the Company recorded a net gain of $14.5 million, which is included in (Gain) on sale of operations and loss (gain) on disposal of assets The table below presents a computation of the gain on sale of NuevaTel based on the derecognition of NuevaTel’s net assets: As of May 14, 2022 Current assets: Cash, cash equivalents and restricted cash $ 11,944 Accounts receivable and EIP receivables, net 24,486 Inventory 1,497 Prepaid expenses and other current assets 12,041 Total current assets 49,968 Property and equipment, net 38,092 Operating lease right-of-use assets, net 50,612 License costs and other intangible assets, net 33,700 Other assets 6,356 Total assets $ 178,728 Current liabilities: Accounts payable $ 17,110 Construction accounts payable 2,275 Current portion of debt and financing lease liabilities 23,989 Customer deposits and unearned revenue 1,922 Short-term operating lease liabilities 10,555 Other current liabilities and accrued expenses 42,031 Total current liabilities 97,882 Long-term debt and financing lease liabilities 8,190 Non-current operating lease liabilities 89,210 Other non-current liabilities 4,646 Total liabilities $ 199,928 Net liabilities sold $ (21,200 ) Net consideration $ - Add: Net liabilities sold 21,200 Carrying amount of noncontrolling interests (6,746 ) Gain on sale of NuevaTel operation $ 14,454 As of May 14, 2022, the Company deconsolidated the net assets of NuevaTel. Loss before income taxes for the Bolivia segment was $9.5 million, $149.3 million and $35.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. Bolivia segment loss before income taxes attributable to TIP Inc. was $6.8 million, $100.2 million and $17.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. Presentation of activities, acceleration of equity compensation vesting, and tax impacts of transactions The 2degrees Sale and NuevaTel Transaction were not presented as discontinued operations as of and for the period ended December 31, 2022 or for the comparative historical periods, since the associated activities represented substantially all of the Company’s net productive assets, business activities and results of operations. Accordingly, they do not meet the definition of a component of an entity that would qualify for discontinued operations presentation because they are not clearly distinguishable from the rest of the entity. In addition to transaction fees that reduced sale proceeds and were reflected within the 2degrees Sale and NuevaTel Transaction net gain amounts, approximately $2 million of professional service fees were expensed as incurred during the year ended December 31, 2022. These expenses were included in General and administrative expenses in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). No transaction costs relating to the 2degrees Sale or the NuevaTel Transaction were incurred during the years ended December 31, 2021 and 2020. In connection with the 2degrees Sale, the Company accelerated the vesting of all outstanding restricted share units (“RSUs” or “Awards”) issued to certain officers and employees under TIP Inc.’s restricted share unit plan and settled the deferred share units (“DSUs”) issued to directors of TIP Inc. under its deferred share unit plan. The RSUs vested immediately prior to the closing of the 2degrees Sale, on May 19, 2022. As a result of the change in vesting period, $3.0 million of unrecognized equity-based compensation expense was recognized in the second quarter of 2022. Additionally, in connection with the 2degrees Sale, 25.7 million vested 2degrees service-based share options, which were outstanding prior to the 2degrees Sale, were deemed exercised with resulting shares of 2degrees acquired by Voyage Digital as part of the purchase of all outstanding equity of 2degrees. The exercise of options and acquisition of resulting shares of 2degrees were executed in accordance with the existing terms of the 2degrees option plans. The Company also recorded $6.5 million in severance benefits in 2022 within General and administrative expenses. Accrued severance costs were $5.1 million as of December 31, 2022 and represent the amount expected to be paid in 2023. The income tax effect of the financial statement gains realized from the 2degrees Sale and NuevaTel Transaction was entirely offset by the reversal of the deductible outside basis difference attributable to the Company’s investments in 2degrees and NuevaTel. Given that the deferred tax assets were historically offset with a full valuation allowance, there was no net income tax impact. Proceeds received in the 2degrees Sale and NuevaTel Transaction did not exceed the Company’s tax basis in its investments in 2degrees and NuevaTel, resulting in no current tax payable. As of December 31, 2022, the Company’s deferred tax assets principally consisted of capital and operating loss carryforwards, which are significant, offset by a full valuation allowance. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3 – PROPERTY AND EQUIPMENT As of December 31, 2022 As of December 31, 2021 Land, buildings and improvements $ 391 $ 14,381 Wireless communication systems - 536,986 Furniture, equipment, vehicles and software 2,207 172,534 Construction in progress - 58,046 2,598 781,947 Less: accumulated depreciation (2,586 ) (474,862 ) Property and equipment, net $ 12 $ 307,085 Depreciation expense was $15.9 million, $95.0 million and $93.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. Advances to equipment vendors were included in Other assets and totaled $2.6 million as of December 31, 2021 . There were no advances to equipment vendors as of December 31, 2022 In 2021, the Company recorded an impairment to Property and equipment, net of $42.2 million and removed previously recorded accumulated depreciation against the related asset cost balance for the impaired asset categories. See Note 1 – Description of Business, Basis of Presentation and Summary of Significant Accounting Policies for additional information. In February 2019, NuevaTel entered into an agreement, which was subsequently amended, to sell and leaseback up to 651 network towers. Three closings for a total of 574 towers were completed in 2019 for aggregate cash consideration of $89.5 million. In July 2020, NuevaTel completed the fourth and final closing of 34 towers for additional cash consideration of $5.8 million. In total, 608 towers were sold for total cash consideration of $95.3 million. The $5.8 million of proceeds received during the year ended December 31, 2020 were recognized in the Consolidated Statement of Cash Flows as Proceeds from sale-leaseback transaction within investing activities. In addition, a gain of $5.6 million was recognized in Loss (gain) on disposal of assets and sale-leaseback transaction for the year ended December 31, 2020. The Company had $4.2 million of financing obligations outstanding as of December 31, 2021, as certain towers included in the transaction did not meet the criteria for sale-leaseback accounting due to continuing involvement by NuevaTel. In connection with the adoption of ASU 2016-02 “Leases (Topic 842)” (the “new lease standard”), these unrecognized sale-leaseback transactions were reassessed, and certain towers qualified for sale-leaseback accounting under the new lease standard. The amounts related to the towers that qualified for sale-leaseback accounting were removed from the tower financing obligations and recognized as a sale-leaseback as of January 1, 2020. As of December 31, 2019, the Company had an outstanding balance of deferred gain of $55.1 million for the towers that qualified as a sale-leaseback, of which $1.0 million were capital leases and the remaining were operating leases based on a lease-by-lease accounting evaluation. In connection with the adoption of the new lease standard, the deferred gain was recognized to Accumulated deficit and Noncontrolling interests as of January 1, 2020. See Note 1 – Description of Business, Basis of Presentation and Summary of Significant Accounting Policies for further information on the impact of the adoption of the new lease standard. AROs were primarily recorded for the Company’s legal obligations to remediate leased property on which the Company’s network infrastructure and related assets were located. The AROs were recorded in Other non-current liabilities with a corresponding amount in Property and equipment, net. There were no AROs as of December 31, 2022. The activity in the AROs was as follows: Years Ended December 31, 2022 2021 Beginning balance $ 22,158 $ 23,593 Revisions in estimated cash flows - (2,011 ) Additional accruals 251 126 Foreign currency translation (1,206 ) (1,084 ) Accretion 550 1,773 Disposals - (239 ) Sale of operations (21,753 ) - Ending balance $ - $ 22,158 The Company performed a review of its ARO liability annually, resulting in revisions in estimated cash flows for certain years. During the year ended December 31, 2022, there were no revisions in estimated cash flows. The corresponding assets, net of accumulated depreciation, related to AROs were zero Supplemental Cash Flow Disclosure: T he Company did not acquire property and equipment using current and long-term debt during the year ended December 31, 2022. The Company acquired property and equipment through current and long-term construction accounts payable. The net change in current and long-term construction accounts payable resulted in additions or (adjustments) to Purchase of property and equipment in the Consolidated Statements of Cash F lows of $7.5 million, ($4.2) million and $10.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
GOODWILL, LICENSE COSTS AND OTH
GOODWILL, LICENSE COSTS AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
GOODWILL, LICENSE COSTS AND OTHER INTANGIBLE ASSETS [Abstract] | |
GOODWILL, LICENSE COSTS AND OTHER INTANGIBLE ASSETS | NOTE 4 – GOODWILL, LICENSE COSTS AND OTHER INTANGIBLE ASSETS The following table summarizes the changes in the Company’s goodwill balance: December 31, 2022 December 31, 2021 Beginning balance $ 9,689 $ 10,223 Foreign currency adjustment (628 ) (534 ) Sale of operations (9,061 ) - Balance at the end of the year $ - $ 9,689 All of the goodwill was attributable to the acquisition of Snap Limited in 2015 by our New Zealand segment. There were no accumulated goodwill impairments for the years ended December 31, 2022 and 2021. There were no license costs and other intangible assets balances remaining as of December 31, 2022 due to the sale of operations in New Zealand and Bolivia in May 2022. The Company’s license costs and other intangible assets as of December 31, 2021 consisted of the following: As of December 31, 2021 Estimated Useful Lives Gross Carrying Amount Accumulated Amortization Net License costs 7 - $ 147,087 $ (85,813 ) $ 61,274 Subscriber relationships 7 years 12,781 (12,678 ) 103 Other 6 - 1,396 (1,396 ) - Total $ 161,264 $ (99,887 ) $ 61,377 Fully amortized license costs were presented in the table above when renewals occurred for the same spectrum bands. Amortization expense of license costs and other intangible assets was $1.9 million, $10.5 million and $11.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. In 2021, the Company recorded an impairment |
EIP RECEIVABLES
EIP RECEIVABLES | 12 Months Ended |
Dec. 31, 2022 | |
EIP RECEIVABLES [Abstract] | |
EIP RECEIVABLES | NOTE 5 – EIP RECEIVABLES In New Zealand, 2degrees offered certain wireless subscribers the option to pay for their handsets in installments over a period of up to 36 months using an EIP. In Bolivia, NuevaTel offered certain wireless subscribers the option to pay for their handsets in installments over a period of 18 months using an EIP. There were no unbilled EIP receivables as of December 31, 2022. The following table summarizes the unbilled EIP receivables as of December 31, 2021: As of December 31, 2021 EIP receivables, gross $ 86,821 Unamortized imputed discount (4,080 ) EIP receivables, net of unamortized imputed discount $ 82,741 Allowance for doubtful accounts (6,541 ) EIP receivables, net $ 76,200 Classified on the balance sheet as: As of December 31, 2021 EIP receivables, net $ 41,663 Long-term EIP receivables 34,537 EIP receivables, net $ 76,200 Of the $86.8 million EIP receivables gross amount as of December 31, 2021, $85.0 million related to 2degrees and the remaining amount related to NuevaTel. 2degrees categorized unbilled EIP receivables as prime or subprime based on subscriber credit profiles. Upon initiation of a subscriber’s EIP, 2degrees used a proprietary scoring system that measured the credit quality of EIP receivables using several factors, such as credit bureau information, subscriber credit risk scores, and EIP characteristics. 2degrees periodically assessed the proprietary scoring system. Prime subscribers were those with a lower risk of delinquency and whose receivables were eligible for sale to a third party. Subprime subscribers were those with a higher delinquency risk. Based on subscribers’ credit quality, subscribers may have been denied an EIP option or required to participate in a risk mitigation program which included paying a deposit and allowing for automatic payments. NuevaTel offered installment plans only to subscribers with a low delinquency risk based on NuevaTel’s credit analysis and the subscriber’s income level. The balances of EIP receivables on a gross basis by credit category as of the period presented were as follows: As of December 31, 2021 Prime $ 68,761 Subprime 18,060 Total EIP receivables, gross $ 86,821 The EIP receivables had a weighted average imputed discount rate of 7.03% as of December 31, 2021. The following table shows changes in the aggregate net carrying amount of the unbilled EIP receivables during the relevant periods: December 31, 2022 December 31, 2021 Beginning balance of EIP receivables, net $ 76,200 $ 80,790 Additions 30,461 83,846 Billings and payments (27,996 ) (77,573 ) Sales of EIP receivables (7,346 ) (6,796 ) Foreign currency translation (5,123 ) (4,737 ) Change in allowance for doubtful accounts and imputed discount 1,134 670 Sale of operations (67,330 ) - Total EIP receivables, net $ - $ 76,200 Sales of EIP Receivables: 2degrees was party to a mobile handset receivables sales agreement (the “EIP Sale Agreement”) with a third party New Zealand financial institution (the “EIP Buyer”). The EIP Sale Agreement provided an arrangement for 2degrees to accelerate realization of receivables from wireless subscribers who purchased mobile phones from 2degrees on installment plans. Under the EIP Sale Agreement and on a monthly basis, 2degrees could offer to sell specified receivables to the EIP Buyer and the EIP Buyer could propose a price at which to purchase the receivables. Neither party was obligated to conclude a purchase, except on mutually agreeable terms. The EIP Sale Agreement specified certain criteria for mobile phone receivables to be eligible for purchase by the EIP Buyer. The Company evaluated the structure and terms of the arrangement and determined 2degrees had no variable interest with the EIP Buyer and thus we were not required to consolidate the entity in our financial statements. The Company determined that the sales of receivables through the arrangement should be treated as sales of financial assets. As such, upon sale, the Company derecognized the receivables, as well as any related allowance for doubtful accounts, and the loss on sale was recognized in General and administrative expenses. The Company also reversed unamortized imputed discount related to sold receivables included in EIP receivables, net, in the Consolidated Balance Sheets and recognized the reversed unamortized imputed discount as Equipment sales. Net cash proceeds were recognized in Net cash provided by operating activities. 2degrees had continuing involvement with the EIP receivables sold to the EIP Buyer through a servicing agreement. However, the servicing rights did not provide 2degrees with any direct economic benefit, or means of effective control. Further, the EIP Buyer assumed all risks associated with the purchased receivables and had no recourse against 2degrees except in the case of fraud or misrepresentation. The following table summarizes the impact of the sales of EIP receivables in the years ended December 31, 2022 and 2021: December 31, 2022 December 31, 2021 EIP receivables derecognized $ 7,346 $ 6,796 Cash proceeds (6,758 ) (5,978 ) Reversal of unamortized imputed discount (436 ) (436 ) Reversal of allowance for doubtful accounts (439 ) (408 ) Pre-tax gain on sales of EIP receivables $ (287 ) $ (26 ) EIP Receivables Financing: In August 2019, 2degrees entered into an EIP receivables secured borrowing arrangement with the EIP Purchaser and financial institutions that lent capital to the EIP Purchaser. Under the arrangement, 2degrees could sell EIP receivables to the EIP Purchaser at a price reflecting interest rates and fees established in the arrangement. The Company evaluated the structure and terms of the arrangement and determined that the EIP Purchaser was a VIE because it lacked sufficient equity to finance its activities and its equity holder, which was one of the financial lending institutions, lacked the attributes of a controlling financial interest. The Company’s interest in the EIP receivables transferred to the EIP Purchaser was a variable interest as 2degrees would in substance absorb all potential losses associated with the transferred EIP receivables. In addition, 2degrees had the control to direct the EIP Purchaser’s most significant activities, which were the collection and management of EIP receivables that had been purchased. As such, 2degrees was the primary beneficiary of the EIP Purchaser and thus the EIP Purchaser was required to be consolidated in our financial statements. 2degrees had continuing involvement with the EIP receivables transferred to the EIP Purchaser through a servicing agreement and maintained effective control by having the right to repurchase the EIP receivables or acquire the shares of the EIP Purchaser at any time. The transfer of receivables through this arrangement did not qualify as a sale of financial assets under GAAP and as such was recorded as a secured borrowing. Upon transfer to the EIP Purchaser, the Company did not derecognize the receivables or related allowance for doubtful accounts and unamortized imputed discount. There was no outstanding balance of EIP receivable borrowings or related pledge of EIP receivables through this arrangement as of December 31, 2022. The outstanding balance of the current and long-term portion of unbilled EIP receivables pledged through this arrangement was $21.9 million and $11.5 million, respectively, as of December 31, 2021. The current portion of these EIP receivables was included in EIP receivables, net and the long-term portion in Long-term EIP receivables in the Consolidated Balance Sheets. These EIP receivables served as collateral for the outstanding financing obligation of $26.8 million as of December 31, 2021 related to this secured borrowing arrangement with the EIP Purchaser in Current portion of long-term debt in the Consolidated Balance Sheets. |
OTHER CURRENT LIABILITIES AND A
OTHER CURRENT LIABILITIES AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
OTHER CURRENT LIABILITIES AND ACCRUED EXPENSES [Abstract] | |
OTHER CURRENT LIABILITIES AND ACCRUED EXPENSES | NOTE 6 – OTHER CURRENT LIABILITIES AND ACCRUED EXPENSES As of December 31, 2022 As of December 31, 2021 Payroll, severance and other employee benefits $ 6,779 $ 19,945 Value-added tax and other business taxes - 10,958 Dealer commissions and subsidies - 9,600 Income and withholding taxes - 8,977 Handset purchases - 4,416 Other 356 45,335 Other current liabilities and accrued expenses $ 7,135 $ 99,231 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 7 – FAIR VALUE MEASUREMENTS The accounting guidance for fair value establishes a framework for measuring fair value that uses a three-level valuation hierarchy for disclosure of fair value measurement. The valuation hierarchy was based upon the transparency of inputs to the valuation of an asset or liability at the measurement date. The three levels are defined as follows: • Level 1 – Quoted prices in active markets for identical assets or liabilities; • Level 2 – Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; • Level 3 – Unobservable inputs in which little or no market activity exists, requiring an entity to develop its own assumptions that market participants would use to value the asset or liability. There were no assets measured at fair value on a recurring basis as of December 31, 2022. The following table presents liabilities measured at fair value on a recurring basis as of December 31, 2022: Fair Value Measurement as of December 31, 2022 Total Level 1 Level 2 Level 3 Liabilities: Forward exchange contracts $ 359 $ - $ 359 $ - Total liabilities $ 359 $ - $ 359 $ - The following table presents assets and liabilities measured at fair value on a recurring basis as of December 31, 2021: Fair Value Measurement as of December 31, 2021 Total Level 1 Level 2 Level 3 Assets: Interest rate swaps $ 2,765 $ - $ 2,765 $ - Total assets $ 2,765 $ - $ 2,765 $ - Liabilities: Forward exchange contracts $ 145 $ - $ 145 $ - Warrant liability 108 108 - - Interest rate swaps 135 - 135 - Options instruments classified as liability 2,620 - - 2,620 Total liabilities $ 3,008 $ 108 $ 280 $ 2,620 The fair value of forward exchange contracts was based on the differential between the contract price and the foreign currency exchange rate as of the balance sheet date. The fair value of the warrant liability was based on the public market price of the warrants as of the balance sheet date. The fair value of interest rate swaps was measured using quotes obtained from a financial institution for similar financial instruments. The fair value of the option instruments was measured using the Black-Scholes valuation model under a consistent methodology used to measure the awards of all 2degrees service-based share options. The valuation as of December 31, 2021 additionally considered the transaction price and related information from the 2degrees Sale as discussed in Note 2 – Sale of Operations. See Note 10 – Equity-Based Compensation for further information regarding the options. There were no transfers between levels within the fair value hierarchy during the years ended December 31, 2022 and 2021. Cash and cash equivalents, accounts receivable, deposits, accounts payable and accrued expenses were carried at cost, which approximates fair value given their short-term nature. The carrying values of EIP receivables approximate fair value as the receivables were recorded at their present value, net of unamortized imputed discount and allowance for doubtful accounts. The estimated fair value of the Company’s debt, including current maturities, was based on Level 2 inputs, being market quotes or values for similar instruments, such as the interest rates currently available to the Company for the issuance of debt with similar terms and remaining maturities, used to discount the remaining principal payments. The Company did not have any debt balances as of December 31, 2022 and the carrying amounts and estimated fair values of our total debt as of December 31, 2021 were as follows: As of December 31, 2021 Carrying amount, excluding unamortized discount and deferred financing costs $ 675,448 Fair value $ 662,881 For fiscal year 2022 and 2021, we did not record any material other-than-temporary impairments on financial assets required to be measured at fair value on a nonrecurring basis. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
DEBT [Abstract] | |
DEBT | NOTE 8 – DEBT There was no outstanding long-term debt and other debt as of December 31, 2022. The Company’s long-term and other debt as of December 31, 2021 consisted of the following: As of December 31, 2021 TISP 8.875 $ 367,707 TISP 10.0 51,000 New Zealand 2023 Senior Facilities Agreement 194,801 New Zealand EIP Receivables Financing Obligation 26,788 Bolivian Bond Debt 20,114 Bolivian 2023 Bank Loan 4,444 Bolivian Tower Transaction Financing Obligation 4,166 Bolivian 2022 Bank Loan 2,625 Other 3,803 675,448 Less: deferred financing costs (4,597 ) Less: unamortized discount (7,577 ) Total debt and financing lease liabilities 663,274 Less: current portion of debt and financing lease liabilities (31,589 ) Total long-term debt and financing lease liabilities $ 631,685 TIP Inc. Bridge Loans: In order to fund its operations, pending the closing of the 2degrees Sale, in January 2022 the Company entered into short-term loan agreements with three of its principal shareholders for an aggregate commitment of up to $10 million (the “Bridge Loans”). In the first quarter of 2022, $10.0 million was borrowed by the Company under the terms of the Bridge Loans. The Bridge Loans were unsecured and accrued interest at the rate of 13.5% per annum, payable on May 16, 2022, November 15, 2022, and the maturity date, provided that the Company could elect not to pay interest on any of such dates prior to the maturity date, in which case accrued but unpaid interest would be added to the outstanding principal amount of the Bridge Loans. The Bridge Loans became due upon the closing of the 2degrees Sale and were repaid during the second quarter of 2022. TISP 8.875% Notes: On May 6, 2021, Trilogy International South Pacific LLC (“TISP”) and TISP Finance, Inc. (“TISP Finance” and collectively with TISP, the “Issuers”), each indirect subsidiaries of Trilogy LLC, initiated a private offer (“Exchange Offer”) to the holders of the then-outstanding $350 million aggregate principal amount of senior secured notes of Trilogy LLC and Trilogy International Finance Inc. (the “Trilogy LLC 2022 Notes”) to exchange any and all of the Trilogy LLC 2022 Notes for newly issued 8.875% senior secured notes due 2023 of the Issuers (the “TISP 8.875% Notes”). The Exchange Offer closed on June 7, 2021 and at such time eligible holders who validly tendered their Trilogy LLC 2022 Notes in the Exchange Offer prior to the “Early Tender Date” received $1,020 in principal amount of TISP 8.875% Notes per $1,000 principal amount of Trilogy LLC 2022 Notes that were tendered. Pursuant to the Exchange Offer, $346.1 million of the Trilogy LLC 2022 Notes were exchanged for an aggregate total principal of $353.1 million of TISP 8.875% Notes. Concurrently with the closing of the Exchange Offer, certain holders (the “Backstop Holders”) of Trilogy LLC 2022 Notes and TISP 10.0% Notes (as defined below) acquired an additional aggregate principal amount of $3.9 million TISP 8.875% Notes. The Backstop Holders received $1,020 in principal amount of TISP 8.875% Notes per $1,000 of the purchase price paid for such notes. The proceeds of such purchase were used to redeem all of the remaining outstanding Trilogy LLC 2022 Notes that were not tendered in the Exchange Offer. In addition, the Backstop Holders were paid $1.9 million in backstop fees. The TISP 8.875% Notes bore interest at a rate of 8.875% per annum. Interest on the TISP 8.875% Notes was payable semi-annually in arrears on May 15 and November 15. No principal payments were due until maturity on May 15, 2023. TISP had the option of redeeming the TISP 8.875% Notes, in whole or in part, upon not less than 30 days’ and not more than 60 days’ prior notice at 100%. In accordance with the indenture governing the TISP 8.875% Notes, if a 2degrees Liquidity Event (as defined below) was not consummated prior to December 31, 2021 or the TISP 8.875% Notes were not otherwise repaid in full by that date, TISP was required to issue additional TISP 8.875% Notes to each holder thereof in an aggregate principal amount equal to three percent (3%) of the TISP 8.875% Notes held by each such holder at such time, which would result in a total increase in principal amount of up to $10.7 million (a “Principal Increase Event”). As of December 31, 2021, a 2degrees Liquidity Event had not been consummated and the TISP 8.875% Notes had not been repaid and, accordingly, the principal balance of the TISP 8.875% Notes was increased by three percent or $10.7 million. As defined in the TISP 8.875% Note indenture, a “2degrees Liquidity Event” was any of the following: 2degrees equity being publicly traded or listed on a national securities exchange, any sale by the Company of any of its equity interest in 2degrees, or the sale of all or substantially all of the assets of 2degrees, provided that following such transaction, the net cash proceeds received by Trilogy LLC or its subsidiaries exceeded $150.0 million NZD. In May 2022, the 2degrees Sale closed and a portion of the proceeds from this transaction was used to prepay the outstanding indebtedness of the TISP 8.875% Notes. This prepayment was analyzed and accounted for in accordance with the applicable accounting guidance for evaluating modifications, extinguishments and new issuances of debt. Accordingly, the Company recorded a debt extinguishment cost in the second quarter of 2022 which was comprised of $6.1 million of remaining unamortized discounts and deferred financing costs related to the TISP 8.875% Notes which were written off with the prepayment. TISP 10.0% Notes: In October 2020, TISP issued $50 million aggregate principal amount of senior secured notes due 2022 (the “TISP 10.0% Notes”) pursuant to an agreement the terms of which were subsequently amended in June 2021 (as amended, the “Note Purchase Agreement”). The TISP 10.0% Notes bore interest at a rate of 10.0% and, as subsequently amended, matured on May 15, 2023. The TISP 10.0% Notes were issued at a 93.505% discount. Interest on the TISP 10.0% Notes was payable semi-annually in arrears on May 15 and November 15. No principal payments were due until maturity on May 15, 2023. TISP had the option of prepaying the TISP 10.0% Notes, in whole or in part, upon three (3) business days’ prior notice at 100% of the principal amount. Cash proceeds from the issuance of the TISP 10.0% Notes were $46.0 million, net of issuance discount and consent fees paid with respect to certain amendments to the Trilogy LLC 2022 Notes that holders of those notes approved in order to permit the issuance of the TISP 10.0% Notes. The proceeds of the TISP 10.0% Notes were used for the payment of interest due under the TISP 8.875% Notes and interest due under the TISP 10.0% Notes. The terms applicable to the TISP 10.0% Notes were generally consistent with the terms applicable to the TISP 8.875% Notes, including those described in the summary of the TISP 8.875% Notes above as to use of proceeds of any sale of NuevaTel or a 2degrees Liquidity Event, except that the terms of the TISP 8.875% Notes relating to a Principal Increase Event did not apply to the TISP 10.0% Notes. Concurrently with its conducting of the Exchange Offer, TISP solicited and received consents to amend the Note Purchase Agreement. The primary purpose of the amendments was to extend the maturity date of the TISP 10.0% Notes until May 15, 2023, to permit the consummation of the transactions contemplated by the Exchange Offer, to conform the terms and conditions of the Note Purchase Agreement to be consistent with the indenture governing the TISP 8.875% Notes and to remove a requirement that the consideration payable arising from a sale of NuevaTel be at least $75.0 million. Holders of 100% of the aggregate principal amount of TISP 10.0% Notes consented to the amendments to the TISP 10.0% Notes and in exchange received an increase in their principal amount equal to $20.00 per $1,000 principal amount of TISP 10.0% Notes, resulting in an increase in the aggregate principal amount of the TISP 10.0% Notes of $1.0 million to $51.0 million. In connection with the consummation of the Exchange Offer, TISP, Trilogy LLC and the other guarantors of the TISP 8.875% Notes and the TISP 10.0% Notes, and the collateral agents for each of the TISP 8.875% Notes and the TISP 10.0% Notes, entered into a first lien intercreditor agreement that provided, among other things, that liens on the collateral securing both the TISP 8.875% Notes and the TISP 10.0% Notes were pari passu and that all distributions in respect of such collateral would be made first, to the holders of the TISP 10.0% Notes, and second, ratably among the holders of the TISP 8.875% Notes and any other permitted first lien indebtedness. In May 2022, the 2degrees Sale closed and a portion of the proceeds from this transaction were used to prepay the outstanding indebtedness of the TISP 10.0% Notes. This prepayment was analyzed and accounted for in accordance with the applicable accounting guidance for evaluating modifications, extinguishments and new issuances of debt. Accordingly, the Company recorded a debt extinguishment cost in the second quarter of 2022 which was comprised of $2.4 million of remaining unamortized discounts and deferred financing costs related to the TISP 10.0% Notes which were written off with the prepayment. New Zealand 2023 Senior Facilities Agreement: In February 2020, 2degrees completed a bank loan syndication, in which ING Bank N.V. acted as the lead arranger (the “New Zealand 2023 Senior Facilities Agreement”). The New Zealand 2023 Senior Facilities Agreement had a total available commitment of $285 million NZD. Separate facilities were provided under this agreement to (i) repay the then outstanding balance of the prior $250 million NZD senior facilities agreement and pay fees and expenses associated with the refinancing ($235 million NZD), (ii) provide funds for further investments in 2degrees’ business ($30 million NZD), and (iii) fund 2degrees’ working capital requirements ($20 million NZD). As a result of the Company’s sale of 100% of its equity interest in 2degrees, the Company had no outstanding debt related to this facility as of December 31, 2022. The New Zealand 2023 Senior Facilities Agreement was recorded in Long-term debt and financing lease liabilities in the Consolidated Balance Sheets as of December 31, 2021. The borrowings and repayments under these facilities, including any recurring activity relating to working capital, were included separately as Proceeds from debt and Payments of debt within Net cash provided by financing activities in the Consolidated Statements of Cash Flows. The outstanding debt drawn under the New Zealand 2023 Senior Facilities Agreement accrued interest quarterly at the New Zealand Bank Bill Reference Rate (“BKBM”) plus a margin ranging from 2.40% to 3.80% (the “Margin”) depending upon 2degrees’ net leverage ratio at that time. Additionally, a commitment fee at the rate of 40% of the applicable Margin was payable quarterly on all undrawn and available commitments. New Zealand EIP Receivables Financing Obligation: 2degrees was party to an EIP receivables secured borrowing arrangement that enabled 2degrees to sell specified EIP receivables to the EIP Purchaser. The Company evaluated the structure and terms of this arrangement and determined we were required to consolidate the EIP Purchaser in our financial statements. See Note 5 – EIP Receivables for further information. While 2degrees could, in part, determine the amount of cash it would receive from each sale of EIP receivables under the arrangement, the amount of cash available to 2degrees varied based on a number of factors and was limited to a predetermined portion of the total amount of the eligible EIP receivables sold to the EIP Purchaser. Under the arrangement, the EIP Purchaser had access to funding of $45.5 million NZD, which the EIP Purchaser could use to acquire EIP receivables from 2degrees. As a result of the closing of the 2degrees Sale, the Company had no outstanding amount under this arrangement as of December 31, 2022. All proceeds received and repayments under this arrangement were included separately as Proceeds from EIP receivables financing obligation and Payments of debt, including sale-leaseback and EIP receivables financing obligations in financing activities in the Consolidated Statements of Cash Flows. The outstanding obligation drawn under the arrangement accrued interest monthly at the BKBM plus a margin of 3.55%. Additionally, a line fee of 0.70% was payable by the EIP Purchaser annually on the total available commitment under the arrangement, which the EIP Purchaser paid from proceeds that it received from 2degrees. Bolivian Bond Debt: In August 2020, NuevaTel commenced a debt issuance process in Bolivia seeking to raise up to $24.2 million during an initial 90-day open subscription process with certain Bolivian banks including BNB Valores S.A. and other financial institutions (the “Bolivian Bond Debt”). NuevaTel had raised $20.1 million through this issuance process. The bond included two series of indebtedness. Series A was fully subscribed and bore interest at the rate of 5.8% per annum. Series B had an outstanding principal balance of $10.4 million as of December 31, 2021 and bore interest at the rate of 6.5% per annum. As a result of the closing of the NuevaTel Transaction, the Company had no outstanding debt related to this facility as of December 31, 2022. Bolivian 2023 Bank Loan: In December 2018, NuevaTel entered into an $8.0 million debt facility (the “Bolivian 2023 Bank Loan”) with Banco Nacional de Bolivia S.A. to fund capital expenditures. The Bolivian 2023 Bank Loan was required to be repaid in quarterly installments which commenced in September 2019, with 11% of the principal amount to be repaid during the first year and 22.25% of the principal amount to be repaid during each of the final four years. Interest on the Bolivian 2023 Bank Loan accrued at a fixed rate of 7.0% for the first 24 months and thereafter at a variable rate of 5.0% plus the rate established by the Central Bank in Bolivia, Tasa de Referencia, and was payable quarterly. As a result of the Company’s sale of 100% of its equity interest in NuevaTel in the second quarter of 2022, the Company had no outstanding debt related to this facility as of December 31, 2022. Bolivian Tower Transaction Financing Obligation: In February 2019, NuevaTel entered into an agreement, which was subsequently amended, to sell and leaseback up to 651 network towers. As of December 31, 2019, NuevaTel had completed the sale of 574 towers. In July 2020, NuevaTel completed the fourth and final closing of 34 network towers under this agreement. For further information, see Note 3 – Property and Equipment. Upon adoption of the new lease standard, we were required to reassess any previously unrecognized sale-leaseback transactions to determine if a sale had occurred and whether qualification for leaseback accounting existed under the new lease standard. The reassessment resulted in certain individual tower sale transactions qualifying for sale-leaseback accounting that were not previously recognized as sale-leaseback transactions and were historically recorded as financing obligations. At the adoption date for the new lease standard, we derecognized tower-related financing obligations of $12.1 million for these site lease locations and measured the related ROU assets and lease liabilities in accordance with the transition guidance. For further information on the impact of the adoption of the new lease standard, see Note 1 – Description of Business, Basis of Presentation and Summary of Significant Accounting Policies. As a result of the Company’s sale of 100% of its equity interest in NuevaTel in the second quarter of 2022, the Company had no outstanding debt related to this facility as of December 31, 2022. Bolivian 2022 Bank Loan: In December 2017, NuevaTel entered into a $7.0 million debt facility (the “Bolivian 2022 Bank Loan”) with Banco BISA S.A., a Bolivian bank, to fund capital expenditures. The Bolivian 2022 Bank Loan was required to be repaid in quarterly installments which commenced in 2019, with 25% of the principal amount to be repaid each year. Interest on the Bolivian 2022 Bank Loan accrued at a fixed rate of 6.0% and was payable quarterly. As a result of the Company’s sale of 100% of its equity interest in NuevaTel in the second quarter of 2022, the Company had no outstanding debt related to this facility as of December 31, 2022. Interest Cost Incurred: Consolidated interest cost incurred and expensed, prior to capitalization of interest, was $23.0 million, $54.6 million and $47.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. Supplemental Cash Flow Disclosure: Years Ended December 31, 2022 2021 2020 Interest paid, net of capitalized interest $ 22,882 $ 46,495 $ 40,315 Deferred Financing Costs: Deferred financing costs represented incremental direct costs of debt financing and were included in Long-term debt. There was no balance of deferred financing costs as of December 31, 2022. The balance of deferred financing costs was $4.6 million as of December 31, 2021. These costs were amortized using the effective interest method over the term of the related credit facilities. Amortization of deferred financing costs was included in interest expense and totaled $1.3 million, $3.9 million and $3.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2022 | |
DERIVATIVE FINANCIAL INSTRUMENTS [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | NOTE 9 – DERIVATIVE FINANCIAL INSTRUMENTS Interest Rate Swaps: 2degrees entered into various interest rate swap agreements to fix its future interest payments under the New Zealand 2023 Senior Facilities Agreement and the New Zealand EIP receivables secured borrowing arrangement. Under these agreements, 2degrees principally received a variable amount based on the BKBM and paid a fixed amount based on fixed rates. Settlement in cash occurred quarterly until termination and the variable interest rate was reset on the first day of each calendar quarter. These derivative instruments were not designated for hedge accounting; thus changes in the fair value were recognized in earnings in the period incurred. The fair value of these contracts was insignificant at December 31, 2021. During the year ended December 31, 2022, interest rate swap agreements with a total notional amount of $10.0 million NZD matured. There were no interest rate swap balances remaining as of December 31, 2022 Summarized financial information for all of the aforementioned derivative financial instruments is shown below: Years Ended December 31, 2022 2021 2020 Non-cash gain (loss) from change in fair value recorded in Other, net $ 2,946 $ 4,762 $ (2,531 ) Net cash settlement $ 335 $ 1,700 $ 1,582 Forward Exchange Contracts: In the fourth quarter of 2022, the Company entered into forward exchange contracts to sell an aggregate of $20 million NZD and buy an aggregate of $12.3 million USD on June 30, 2023. These contracts were entered into in order to mitigate exposure to fluctuations in the NZD to USD exchange rate for substantially all of the proceeds from the 2degrees Sale held in escrow. These derivative instruments were not designated for hedge accounting, thus changes in the fair value are recognized in earnings in the period incurred. The foreign exchange gains or losses relating to these forward exchange contracts were recognized in Other, net and were not material for the year ended December 31, 2022. The estimated settlements under these forward exchange contracts were not material as of December 31, 2022. In March 2022, the Company entered into a forward exchange contract to mitigate exposure to fluctuations in the NZD to USD exchange rate for a portion of the proceeds we received from the 2degrees Sale. The foreign exchange contract secured a New Zealand Dollar foreign exchange rate based on a sliding scale which included rates of 0.6688 at May 31, 2022 and 0.6677 at the June 30, 2022 long-stop date for $450 million USD ($674 million NZD), which approximated the amount of the USD denominated debt related obligations of TISP that were paid upon the closing of the 2degrees Sale. A gain of $16.6 million was recognized in Other, net during the year ended December 31, 2022, which reflected the differential between the contract price and the foreign exchange rate as of the settlement date under this forward exchange contract. The forward exchange contract was settled in May 2022 in connection with the 2degrees Sale and the related cash proceeds were included in investing activities in the Consolidated Statement of Cash Flows. Prior to the 2degrees Sale, 2degrees had short-term forward exchange contracts to manage exposure to fluctuations in foreign currency exchange rates. There were no forward exchange contract balances remaining as of December 31, 2022. During the year ended December 31, 2022, short-term forward exchange contracts to sell an aggregate of $4.2 million NZD and buy an aggregate of $3.0 million USD matured. These derivative instruments were not designated for hedge accounting, thus changes in the fair value were recognized in earnings in the period incurred. The foreign exchange gains or losses recognized in Other, net for the years ended December 31, 2022, 2021 and 2020 relating to the 2degrees forward exchange contracts were not material. The estimated settlements under these forward exchange contracts were not material as of December 31, 2021. |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
EQUITY-BASED COMPENSATION [Abstract] | |
EQUITY-BASED COMPENSATION | NOTE 10 – EQUITY-BASED COMPENSATION TIP Inc. Restricted Share Units: Prior to 2022, the Company awarded RSUs to certain officers and employees under TIP Inc.’s restricted share unit plan (“RSU Plan”) pursuant to which vesting was subject to meeting certain performance or time-based criteria. RSUs entitled the grantee to receive Common Shares. Time-based RSUs granted to officers and employees vested annually on a straight-line basis either over a four-year service period or at the end of a three-year period, subject to continued service through the applicable vesting dates. Portions of the RSU grants to certain officers consisted of Awards that combine time-based elements with performance-based elements, which entitled the recipient to receive a number of Common Shares that varied based on the Company’s performance against revenue or EBITDA performance goals for the fiscal year in which they were granted. The estimated equity-based compensation expense attributable to the performance-based RSUs was updated quarterly. The total number of RSUs granted included these performance-based Awards and assumed that the performance goals would be achieved. The number of RSUs was updated upon the completion of each applicable fiscal year, when a final determination was made as to whether the performance goals had been achieved. These performance-based RSUs vested on a straight-line basis over a four-year period, subject to continued service through the applicable vesting dates. In connection with the 2degrees Sale, the Company accelerated the vesting of all outstanding RSUs issued to certain officers and employees under the RSU Plan. The RSUs vested immediately prior to the closing of the 2degrees Sale, on May 19, 2022. As a result of the change in vesting period, $3.0 million of unrecognized equity-based compensation expense was recognized in the second quarter of 2022. The following table provides the outstanding RSUs as of December 31, 2022 and the change in the period: RSUs Outstanding at December 31, 2021 4,816,540 Vested (4,816,540 ) Outstanding at December 31, 2022 - The Awards had a grant date fair value of $3.0 million and $1.4 million based on a price per Common Share of $1.14 and $0.84 on the dates of the grants in 2021 and 2020, respectively. During the years ended 2022, 2021 and 2020, there were 4,618,163, 1,028,661 and 735,479 time-based RSU awards vested, respectively. As a result of such vesting, 3,217,838, 781,118 and 590,903 shares, net of the number of shares necessary to pay related taxes, were issued in those years, respectively. In 2022, 2021 and 2020, 198,377, 99,191 and 99,181 performance-based RSU awards vested in those years, respectively, and in 2022, 2021 and 2020, 133,855, 80,923 and 83,779 shares, net of the number of shares necessary to pay related taxes, were issued in those years, respectively, as a result of such vested RSUs. During 2022, 2021 and 2020, the Company recorded $3.5 million, $2.9 million and $3.1 million in compensation expense related to RSUs in General and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss), respectively. Restricted Class C Units: At December 31, 2016, the Company granted the equivalent of 192,130 Class C Units to an employee of the Company (the “Restricted Class C Units”). The value of the Restricted Class C Units was estimated to be $1.5 million based on the fair value on the grant date. The Restricted Class C Units vested over 4 years, with one-fourth During 2020, the Company recorded $0.4 million in compensation expense related to the Restricted Class C Units recognized in General and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss). As of December 31, 2020, the Company had recognized all of the compensation costs related to this award and there were no remaining unvested Class C Units. 2degrees Option Plans: 2degrees awarded service-based share options (the “Options”) to employees under various Option plans whose vesting was subject to meeting a required service period of up to three years. The Options enabled the holders to acquire non-voting ordinary shares of 2degrees common stock once exercised. As of December 31, 2021, the Company had 25,675,000 Options outstanding with a weighted average exercise price of $1.47 per Option. . In connection with the closing of the 2degrees Sale, all 25,675,000 Options were deemed exercised and accordingly There were no Options granted during the years ended December 31, 2022, 2021 and 2020. The total intrinsic value of Options exercised during the year ended December 31, 2022 was $16.1 million. The total intrinsic value of Options exercised during the years ended December 31, 2021 and 2020 was not significant. In June 2020, 2degrees modified approximately 20.1 million of its outstanding Options that were held by employees and former employees by extending the expiration date of those Options to May 31, 2023. The Options previously had expiration dates ranging from 2020 to 2023. No other terms of the Options were modified and all of the options were fully vested at the modification date. As a result of this modification, 2degrees recognized approximately $1.7 million of additional equity-based compensation expense, included within General and administrative expenses in the Consolidated Statement of Operations, in accordance with the guidance for modifications of equity awards within Accounting Standards Codification 718 “Stock Compensation” (“ASC 718”). Additionally, as a result of the modification in June 2020, 2.2 million of the total modified Options that were held by former employees were deemed to represent a liability for accounting purposes because the exercise prices were not denominated in the functional currency of the Option issuer. At the modification date, the Company remeasured this portion of the awards at fair value and reclassified amounts previously classified as equity to liability in the amount of $1.4 million and recognized incremental expense of $0.4 million recorded to Other, net in the Consolidated Statement of Operations. These Options were remeasured to reflect the fair value at the end of each reporting period until the Options were exercised or expired. Total equity-based compensation expenses under the 2degrees Option plans, net of forfeitures, of $0.1 million, $0.2 million and $1.9 million were recognized in General and administrative expenses in the Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020, respectively. |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
EQUITY [Abstract] | |
EQUITY | NOTE 11 – EQUITY TIP Inc. Capital Structure TIP Inc.’s authorized share structure had historically consisted of two classes of shares, Common Shares and a special voting share (the “Special Voting Share”) described below. The Special Voting Share was surrendered in connection with the redemption of all Class C Units in October 2021 TIP Inc. Common Shares: TIP Inc. is authorized to issue an unlimited number of Common Shares. As of December 31, 2022, TIP Inc. had 88,627,593 Common Shares outstanding, which reflects the issuance of 3,351,693 Common Shares in connection with the vesting of RSUs, the issuance of 489,762 Common Shares in connection with the settlement of DSUs during the year ended December 31, 2022, the forfeiture of 1,675,336 Forfeitable Founders Shares (as defined below) and the cancellation of 10 Common Shares related to fractional share interests in connection with the termination of the dividend reinvestment plan in 2022. Holders of Common Shares are entitled to one vote for each share held on matters submitted to a vote of shareholders. Holders of Common Shares voted together as a single class with the Special Voting Share, while the Special Voting Share was outstanding, except as provided in the Business Corporation Act Holders of Common Shares are entitled to receive dividends as and when declared by the Board. In 2021, the Board determined that it was in the best interests of TIP Inc. not to pay an annual dividend until further notice. In the event of the dissolution, liquidation or winding-up of TIP Inc., whether voluntary or involuntary, or any other distribution of assets of TIP Inc. among its shareholders for the purpose of winding up its affairs, the holders of Common Shares are entitled to receive the remaining property and assets of TIP Inc. after satisfaction of all liabilities and obligations to creditors of TIP Inc. As of December 31, 2022, TIP Inc. held a 100% economic ownership interest in Trilogy LLC through its wholly owned subsidiary, Trilogy International Partners Intermediate Holdings Inc. (“Trilogy Intermediate Holdings”). New Island Cellular Common Shares: Trilogy LLC had a non-interest bearing loan outstanding to New Island Cellular, LLC (“New Island”), an entity with which a former member and manager of Trilogy LLC is affiliated, in an aggregate principal amount of approximately $6.2 million (the “New Island Loan”), the proceeds of which were used to cover additional taxes owed by New Island as a result of Trilogy LLC’s 2006 election to treat its former subsidiary, ComCEL, as a U.S. partnership for tax purposes. In connection with New Island’s redemption of Class C Units for Common Shares in 2021, the New Island Loan was forgiven in consideration of New Island’s assignment to Trilogy LLC of all distributions and dividends payable to New Island with respect to its TIP Inc. shares. This arrangement was treated as an equity transaction with no impact on the Consolidated Statements of Operations. New Island received 2,129,623 Common Shares in connection with the redemption. In the second quarter of 2022, the Company declared and paid a cash distribution to shareholders, as further discussed below, inclusive of approximately $2.8 million distributed to New Island Cellular. The full amount of the distribution to New Island was subsequently repaid to Trilogy LLC and is reflected within Return of capital, net of distribution repaid in the Consolidated Statement of Changes in Shareholders’ Equity (Deficit). The New Island Loan was unsecured at the time of its cancellation and the value of the Common Shares at the time of the loan cancellation was less than the outstanding balance of the loan. Forfeitable Founders Shares: At December 31, 2022, there were no outstanding forfeitable founders shares (“Forfeitable Founders Shares”), as all were forfeited on February 7, 2022 pursuant to the terms of contractual arrangements. Warrants: As of February 7, 2017, the date of consummation of the Arrangement, TIP Inc.’s issued and outstanding warrants were reclassified from equity to liability, as the warrants were written options that were not indexed to Common Shares. The fair value of the warrants was based on the number of warrants and the closing quoted public market prices of the warrants. The offsetting impact was reflected in Accumulated deficit as a result of the reduction of Additional paid in capital to zero with the allocation of opening equity due to the Arrangement. TIP Inc. had 13,402,685 warrants outstanding as of December 31, 2021, all of which expired unexercised on February 7, 2022. Accordingly, as of December 31, 2022, there were no warrants outstanding. Cash Distributions: In the second quarter of 2022, the Board declared and paid a distribution to shareholders of approximately $115.8 million, or approximately $1.31 per share (declared as a C$150 million distribution), representing a return of capital distribution pursuant to a plan of liquidation adopted by the Board. This distribution followed the closing of the 2degrees Sale on May 19, 2022 and represents the initial and primary distribution of the net cash proceeds of the sale. See Note 2 – Sale of Operations. The distribution is inclusive of the $2.8 million paid to New Island Cellular as discussed above, which was contributed back to TIP Inc. in the second quarter of 2022. There were no other distributions or dividend payments made in the years ended December 31, 2022, 2021 or 2020. Any future additional return of capital distributions will depend on the Company’s corporate expenses, capital requirements, financial condition and other factors as determined by the Board. Trilogy LLC Capital Structure The equity interests in Trilogy LLC historically consisted of three classes of units; however, as of December 31, 2022, only Class B Units (as defined below) were outstanding. Class A Units: The Class A Units of Trilogy LLC (“Class A Units”) possessed all the voting rights under the Trilogy LLC amended and restated Limited Liability Company Agreement (the “Trilogy LLC Agreement”) prior to the redemption of all of the Class C Units described below, but had only nominal economic value and no right to participate in the appreciation of the economic value of Trilogy LLC. All of the Class A Units were indirectly held by TIP Inc., through a wholly owned subsidiary, Trilogy International Partners Holdings (US) Inc. (“Trilogy Holdings”). Trilogy Holdings, the managing member of Trilogy LLC, acting through its TIP Inc. appointed directors, had full and complete authority, power and discretion to manage and control the business, affairs and properties of Trilogy LLC, subject to applicable law and restrictions per the Trilogy LLC Agreement. In connection with the redemption of all Class C Units in October 2021, Trilogy Holdings surrendered all outstanding Class A Units and the Class A Units ceased to be outstanding. Class B Units: TIP Inc. indirectly holds the Class B Units of Trilogy LLC (the “Class B Units”) through Trilogy Intermediate Holdings. As a result of the redemption of all Class C Units, Trilogy Intermediate Holdings became the holder of all of the issued and outstanding equity interests in Trilogy LLC. The Class B Units represented TIP Inc.’s indirect economic interest in Trilogy LLC under the Trilogy LLC Agreement while the Class C Units were outstanding and were required to be equal to the number of outstanding Common Shares. As of December 31, 2022, there were 88,627,593 Class B Units outstanding. Class C Units: As of December 31, 2022, all Class C Units had been redeemed. The Class C Units were held by persons who were members of Trilogy LLC immediately prior to consummation of the Arrangement. The economic interests of the Class C Units were pro rata with the Class B Units held by Trilogy Intermediate Holdings. Holders of Class C Units had the right to require Trilogy LLC to redeem any or all Class C Units held by such holder for either Common Shares or a cash amount equal to the fair market value of such Common Shares, the form of consideration to be determined by Trilogy LLC. The redemptions were settled primarily in the form of Common Shares. Class C Units had voting rights in TIP Inc. through the Special Voting Share on a basis of one vote per Class C Unit held. In 2021, all Class C Units were redeemed and accordingly, as of December 31, 2022, there were no Class C Units outstanding and the Special Voting Share ceased to be outstanding. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME | 12 Months Ended |
Dec. 31, 2022 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | NOTE 12 – ACCUMULATED OTHER COMPREHENSIVE INCOME A summary of the components of Accumulated other comprehensive income is presented below: Total Cumulative Foreign Currency Translation Adjustment Unrealized Gains and Losses on Derivatives and Short-term Investments December 31, 2020 $ 9,936 $ 9,935 $ 1 Other comprehensive loss (3,075 ) (3,075 ) - Unrealized net loss related to short-term investments (1 ) - (1 ) Net current period other comprehensive loss (3,076 ) (3,075 ) (1 ) December 31, 2021 $ 6,860 $ 6,860 $ - Other comprehensive loss (6,860 ) (6,860 ) - Net current period other comprehensive loss (6,860 ) (6,860 ) - December 31, 2022 $ - $ - $ - |
NONCONTROLLING INTERESTS IN CON
NONCONTROLLING INTERESTS IN CONSOLIDATED SUBSIDIARIES | 12 Months Ended |
Dec. 31, 2022 | |
NONCONTROLLING INTERESTS IN CONSOLIDATED SUBSIDIARIES [Abstract] | |
NONCONTROLLING INTERESTS IN CONSOLIDATED SUBSIDIARIES | NOTE 13 – NONCONTROLLING INTERESTS IN CONSOLIDATED SUBSIDIARIES Noncontrolling interests represented the equity ownership interests in consolidated subsidiaries not owned by the Company. Noncontrolling interests were adjusted for contributions, distributions, and income and loss attributable to the noncontrolling interest partners of the consolidated entities. Income and losses were allocated to the noncontrolling interests based on the respective governing documents. There were no noncontrolling interests as of December 31, 2022. The noncontrolling interests as of December 31, 2021 are summarized as follows: As of December 31, 2021 2degrees $ 39,393 NuevaTel (3,630 ) Salamanca Solutions International LLC (908 ) Noncontrolling interests $ 34,855 Supplemental Cash Flow Disclosure: There were no dividends paid to noncontrolling interests during the year ended December 31, 2022. During the years ended December 31, 2021 and 2020, 2degrees declared and paid dividends to noncontrolling interests of $5.7 million and $6.6 million, respectively. There were no dividends declared by NuevaTel during the year ended December 31, 2021. During the year ended December 31, 2020, NuevaTel declared and paid dividends to a noncontrolling interest of $5.1 million. The dividends were recorded as a financing activity in the Consolidated Statements of Cash Flows. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 12 Months Ended |
Dec. 31, 2022 | |
REVENUE FROM CONTRACTS WITH CUSTOMERS [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | NOTE 14 – REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue: Prior to the sale of our operations in the second quarter of 2022, The following table presents the disaggregated reported revenue by category: Year Ended December 31, 2022 New Zealand Bolivia Other Total Postpaid wireless service revenues $ 79,133 $ 17,426 $ - $ 96,559 Prepaid wireless service revenues 38,620 17,434 - 56,054 Fixed broadband service revenues (1) 40,356 2,142 - 42,498 Equipment sales 38,042 54 - 38,096 Other wireless service and other revenues (1) 2,909 2,313 88 5,310 Total revenues $ 199,060 $ 39,369 $ 88 $ 238,517 Year Ended December 31, 2021 New Zealand Bolivia Other Total Postpaid wireless service revenues $ 199,403 $ 54,019 $ - $ 253,422 Prepaid wireless service revenues 102,547 58,870 - 161,417 Fixed broadband service revenues (1) 106,478 5,064 - 111,542 Equipment sales 112,555 317 - 112,872 Other wireless service and other revenues (1) 7,633 6,361 317 14,311 Total revenues $ 528,616 $ 124,631 $ 317 $ 653,564 Year Ended December 31, 2020 New Zealand Bolivia Other Total Postpaid wireless service revenues $ 174,000 $ 69,835 $ - $ 243,835 Prepaid wireless service revenues 91,528 66,644 - 158,172 Fixed broadband service revenues (1) 83,545 3,085 - 86,630 Equipment sales 101,860 4,399 - 106,259 Other wireless service and other revenues (1) 7,925 7,038 440 15,403 Total revenues $ 458,858 $ 151,001 $ 440 $ 610,299 (1) Beginning in 2021, we replaced “Wireline” with “Fixed broadband” to describe the revenues associated with the Company’s fixed broadband product in New Zealand and Bolivia. As a result, fixed LTE service revenues were reclassified from Other wireless service and other revenues and were included as a component of Fixed broadband service revenues. Contract Balances: The timing of revenue recognition may have differed from the time of billing to our customers. Receivables presented in our Consolidated Balance Sheets represented an unconditional right to consideration. Contract balances represented amounts from an arrangement when either the Company had performed, by providing goods or services to the customer in advance of receiving all or partial consideration for such goods and services from the customer, or the customer had made payment to us in advance of obtaining control of the goods and/or services promised to the customer in the contract. Contract assets primarily related to our rights to consideration for goods or services provided to the customers but for which we did not have an unconditional right at the reporting date. Under a fixed-term plan, the total contract revenue was allocated between wireless services and equipment revenues. In conjunction with these arrangements, a contract asset may have been created, which represented the difference between the amount of equipment revenue recognized upon sale and the amount of consideration received from the customer. The contract asset was reclassified as an account receivable as wireless services were provided and amounts were billed to the customer. We had the right to bill the customer as service was provided over time, which resulted in our right to the payment being unconditional. Contract asset balances were presented in our Consolidated Balance Sheets as Prepaid expenses and other current assets and Other assets. We assessed our contract assets for impairment on a quarterly basis and recognized an impairment charge to the extent their carrying amount was not recoverable. The following table represents changes in the contract assets balance: Contract Assets 2022 2021 Balance at January 1 $ 1,413 $ 1,494 Increase resulting from new contracts 2,897 1,747 Contract assets reclassified to a receivable or collected in cash (1,300 ) (1,780 ) Foreign currency translation (80 ) (48 ) Sale of operations (2,930 ) - Balance at December 31 $ - $ 1,413 Deferred revenue arose when we billed our customers and received consideration in advance of providing the goods or services promised in the contract. For prepaid wireless services and fixed broadband services, we typically received consideration in advance of providing the services, which was the most significant component of the contract liability deferred revenue balance. Deferred revenue was recognized as revenue when services were provided to the customer. The following table represents changes in the contract liabilities deferred revenue balance: Deferred Revenue 2022 2021 Balance at January 1 $ 25,851 $ 27,386 Net increase in deferred revenue 21,194 24,725 Revenue recognized related to the balance existing at January 1 (23,633 ) (25,002 ) Foreign currency translation (879 ) (1,258 ) Sale of operations (22,533 ) - Balance at December 31 $ - $ 25,851 Contract Costs: Revenue from Contracts with Customers (“Topic 606”) requires the recognition of an asset for incremental costs to obtain a customer contract. These costs are then amortized to expense over the respective periods of expected benefit. We recognized an asset for direct and incremental commission expenses paid to external and certain internal sales personnel and agents in conjunction with obtaining customer contracts. These costs were amortized and recorded ratably as commission expense over the expected period of benefit, which typically ranged from 1 to 3 years. Further, we elected to apply the practical expedient available under Topic 606 that permitted us to expense incremental costs immediately for costs with an estimated amortization period of less than one year. Contract costs balances were presented in the Consolidated Balance Sheets as Prepaid expenses and other current assets and Other assets Capitalized contract costs were assessed for impairment on a periodic basis. There were no impairment losses recognized on capitalized contract costs for the year ended December 31, 2022. For the year ended December 31, 2021, we recognized $1.5 million of impairment charges related to contract costs in connection with disconnections of prepaid subscribers in Bolivia. For the year ended December 31, 2020, we recognized $1.0 million of impairment charges related to contract costs in connection with disconnections of postpaid and prepaid subscribers in Bolivia. The following table represents changes in the contract costs balance: Contract Costs 2022 2021 Balance at January 1 $ 18,628 $ 19,586 Incremental costs of obtaining and contract fulfillment costs 4,936 17,284 Amortization and impairment included in operating costs (6,078 ) (17,373 ) Foreign currency translation (610 ) (869 ) Sale of operations (16,876 ) - Balance at December 31 $ - $ 18,628 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
EARNINGS PER SHARE [Abstract] | |
EARNINGS PER SHARE | NOTE 15 – EARNINGS PER SHARE Basic and diluted earnings per share are computed using the two-class method, which is an earnings allocation method that determines earnings per share for Common Shares and participating securities. The undistributed earnings are allocated between Common Shares and participating securities as if all earnings had been distributed during the period. Participating securities and Common Shares have equal rights to undistributed earnings. Basic earnings per share is calculated by dividing net earnings, less earnings available to participating securities, by the basic weighted average Common Shares outstanding. Diluted earnings per share is calculated by dividing attributable net earnings by the weighted average number of Common Shares plus the effect of potential dilutive Common Shares outstanding during the period using the treasury stock method. In calculating diluted net income (loss) per share, if the change in fair value of the warrant liability is dilutive, the numerator and denominator are adjusted for such change and the number of potentially dilutive Common Shares assumed to be outstanding during the period using the treasury stock method. No adjustments are made when the warrants are out of the money. The warrants expired on February 7, 2022. For the years ended December 31, 2022, 2021 and 2020, the warrants were out of the money and no adjustment was made to exclude the gain recognized by TIP Inc. for the change in fair value of the warrant liability. There were no warrants outstanding as of December 31, 2022 and the impact of the change in fair value of the warrant liability was insignificant for the years ended December 31, 2022, 2021 and 2020. For the year ended December 31, 2022, there were no Class C Units outstanding. For the years ended December 31, 2021 and 2020, the Class C Units were anti-dilutive. The insignificant gain or loss from the warrant liability, when considered along with other TIP Inc. expenses for the years ended December 31, 2021 and 2020, resulted in a reduced net income or increased net loss attributable to TIP Inc. along with the resulting basic income (loss) per share and, therefore, resulted in the Class C Units being antidilutive when included on a weighted average basis as if redeemed. The components of basic and diluted earnings per share were as follows: Years Ended December 31, (in thousands, except per share amounts) 2022 2021 2020 Basic EPS: Numerator: Net income (loss) attributable to TIP Inc. $ 433,461 $ (144,689 ) $ (47,787 ) Denominator: Basic weighted average Common Shares outstanding 87,844,230 67,412,546 57,671,818 Net income (loss) per share: Basic $ 4.93 $ (2.15 ) $ (0.83 ) Diluted EPS: Numerator: Net income (loss) attributable to TIP Inc. $ 433,461 $ (144,689 ) $ (47,787 ) Denominator: Basic weighted average Common Shares outstanding 87,844,230 67,412,546 57,671,818 Effect of dilutive securities: Unvested weighted average RSUs 551,039 - - Diluted weighted average Common Shares outstanding 88,395,269 67,412,546 57,671,818 Net income (loss) per share: Diluted $ 4.90 $ (2.15 ) $ (0.83 ) Th e following table indicates the weighted average dilutive effect of Common Shares that could have subsequently been issued. These Common Shares were not included in the computation of diluted earnings per share for the year ended December 31, 2022, 2021 and 2020 because the effect was either anti-dilutive or the conditions for vesting were not met. No amounts are shown for the year ended December 31, 2022 for warrants and Forfeitable Founders Shares as those were cancelled in the first quarter of 2022: Years Ended December 31, 2022 2021 2020 Class C Units - 17,928,140 26,429,030 Warrants - 13,402,685 13,402,685 Forfeitable Founders Shares - 1,675,336 1,675,336 Unvested RSUs - 4,236,995 2,922,854 Unvested Class C Units - - 48,033 Weighted average Common Shares excluded from calculation of diluted net income (loss) per share - 37,243,156 44,477,938 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
LEASES [Abstract] | |
LEASES | NOTE 16 – LEASES Prior to the sale of our operations in the second quarter of 2022, we leased cell sites, retail stores, offices, vehicles, equipment and other assets from third parties under operating and finance leases. Our typical lease arrangement included a non-cancellable term with renewal options for varying terms depending on the nature of the lease. We included the renewal options that were reasonably certain to be exercised as part of the lease term, and this assessment was an area of judgment. For cell site locations, optional renewals were included in the lease term based on the date the sites were placed in service and to the extent that renewals were reasonably certain based on the age and duration of the sites. For other leases, renewal options were typically not considered to be reasonably certain to be exercised. The components of total lease cost, net consisted of the following: Years Ended December 31, Classification 2022 2021 2020 Operating lease cost: (1) Cost of service $ 9,473 $ 32,202 $ 30,397 Sales and marketing 937 2,697 2,555 General and administrative 1,409 4,785 3,748 $ 11,819 $ 39,684 $ 36,700 Financing lease cost: Amortization of ROU assets Depreciation, amortization and accretion 421 1,366 1,190 Interest on lease liabilities Interest expense 140 455 435 Total net lease cost $ 12,380 $ 41,505 $ 38,325 (1) Operating lease costs include short-term lease costs and variable costs. Short-term lease costs for the years ended December 31, 2022, 2021 and 2020 Sublease income was not significant for the periods presented. There were no lease assets or liabilities as of December 31, 2022. Balance sheet information related to leases as of December 31, 2021 consisted of the following: Classification As of December 31, 2021 Assets Operating Operating lease ROU assets, net $ 120,414 Financing Property and equipment, net 2,390 Total lease assets $ 122,804 Liabilities Current liabilities Operating Short-term operating lease liabilities $ 19,315 Financing Current portion of debt and financing lease liabilities 1,049 Long-term liabilities Operating Non-current operating lease liabilities 168,437 Financing Long-term debt and financing lease liabilities 2,756 Total lease liabilities $ 191,557 In 2021, the Company recorded an impairment to Operating lease ROU assets, net of $48.5 million. See Note 1 – Description of Business, Basis of Presentation and Summary of Significant Accounting Policies for additional information. The following table presents cash flow information for leases for the years ended December 31, 2022, 2021 and 2020: Years Ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases (1) $ 12,057 $ 13,707 $ 26,848 Operating cash flows for finance leases $ 140 $ 454 $ 435 Financing cash flows for finance leases $ 372 $ 1,526 $ 1,349 Supplemental lease cash flow disclosures Operating lease ROU assets obtained in exchange for new operating lease liabilities $ 817 $ 35,118 $ 10,018 (1) Amount for the year ended December 31, 2021 includes receipt of certain lease incentives. ROU assets obtained in exchange for new finance lease liabilities were not significant for the periods presented. During the second quarter of 2021, 2degrees commenced a lease for its corporate headquarters in a commercial building in the final stages of construction. 2degrees gained physical access to the building in April 2021. Upon completion of construction during the third quarter of 2021, 2degrees executed a twelve-year lease with total expected rent payments over the lease term, including rent increases, of approximately $68 million NZD ($46 million based on the exchange rate at December 31, 2021). During the third quarter of 2021, 2degrees executed a twenty-year data center lease with total expected rent payments over the lease term, including contractual rent increases, of approximately $16.6 million NZD ($11.3 million based on the exchange rate at December 31, 2021). 2degrees gained physical access to the building in July 2021 and recognized the related ROU asset and lease liability at commencement in the third quarter of 2021. As a result of the sale of our operations in the second quarter of 2022, there were no remaining leases outstanding at December 31, 2022 and the weighted-average remaining lease term and the weighted-average discount rate of our leases at December 31, 2021 are as follows: As of December 31, 2021 Weighted-average remaining lease term (years) Operating leases 9 Finance leases 6 Weighted-average discount rate Operating leases 7.3 % Finance leases 10.5 % |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 17 – COMMITMENTS AND CONTINGENCIES Commitments: Following the sales of operations during the second quarter of 2022, there were no remaining outstanding commitments as of December 31, 2022. Contingencies: General The financial statements reflect certain assumptions based on telecommunications laws, regulations and customary practices currently in effect in the countries in which the Company’s subsidiaries operated prior to disposal. As a result of the sales of operations in the second quarter of 2022, the Company is no longer subject to the potential outcome of contingencies previously reported for the historical New Zealand and Bolivia segments which were subject to the telecommunications laws and regulations of these locations. In addition to issues specifically discussed elsewhere in these Notes to our Consolidated Financial Statements, the Company’s former subsidiaries are party to various lawsuits, regulatory proceedings and other matters arising in the ordinary course of business. Although the Company no longer owns an interest in these subsidiaries, it may have liability with respect to the outcomes of certain lawsuits, regulatory proceedings or claims against the former subsidiaries to the extent specified in indemnification provisions of the share sale agreements to which the Company is a party. Management believes that although the outcomes of these proceedings are uncertain, any liability ultimately arising from these actions should not have a material adverse impact on the Company’s financial condition, results of operations or cash flows. The Company has previously accrued for any material contingencies where the Company’s management believed the loss was probable and estimable. Following the sales of operations during the second quarter of 2022, there are no material contingencies accrued as of December 31, 2022. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 18 – INCOME TAXES For financial reporting purposes, income (loss) before income taxes includes the following components: Years Ended December 31, 2022 2021 2020 Canada $ (1,294 ) $ (870 ) $ (514 ) United States 423,920 (76,154 ) (45,834 ) Foreign 25,881 (106,806 ) (10,247 ) Income (loss) before income taxes $ 448,507 $ (183,830 ) $ (56,595 ) Income tax expense (benefit) includes income and withholding taxes incurred in the following jurisdictions: Years Ended December 31, 2022 2021 2020 Current: Canada $ - $ - $ - United States 69 286 275 Foreign 10,973 5,945 7,520 11,042 6,231 7,795 Deferred: Canada $ - $ - $ - United States - - - Foreign 426 4,311 15,297 426 4,311 15,297 Total income tax expense $ 11,468 $ 10,542 $ 23,092 TIP Inc.’s portion of taxable income or loss is subject to corporate taxation in both the U.S. and Canada as a result of the structure of the Arrangement. The federal statutory rates applicable for the U.S. and Canada for the year ended December 31, 2022 are 21% and 25%, respectively. The Company has historically incurred taxable losses which have resulted in Net Operating Loss (“NOL”) carryforwards that may be used by the Company to offset future income taxable in the U.S. and Canada. 2degrees and NuevaTel, both of which were sold in the second quarter of 2022, file income tax returns in their respective countries. The statutory tax rates for 2degrees and NuevaTel for the year ended December 31, 2022 are 28% and 25%, respectively. The reconciliation between income tax expense from continuing operations and the income tax expense (benefit) that results from applying the Canadian federal statutory rate of 25% to consolidated pre-tax earnings is as follows: Years Ended December 31, 2022 2021 2020 Income tax expense (benefit) at Canadian federal rate $ 112,127 $ (45,958 ) $ (14,149 ) Earnings attributable to non-tax paying entities - 3,438 3,650 Foreign rate differential (15,843 ) 3,814 2,032 Change in valuation allowance 40,406 32,265 24,336 Effect of redemption of all outstanding Class C Units - 18,825 - Recognition of outside basis difference (125,851 ) - - Foreign withholding tax incurred 218 1,384 3,377 Withholding taxes on unrepatriated foreign earnings (298 ) (7,664 ) (6,149 ) Inflation adjustment (1,497 ) (2,374 ) (1,285 ) Permanent adjustments 702 4,154 2,959 Other - net 1,504 2,658 8,321 Total $ 11,468 $ 10,542 $ 23,092 The components of deferred tax assets and liabilities are as follows: December 31, 2022 December 31, 2021 Intangible assets $ - $ 11,346 Fixed assets - 19,510 Bad debt allowance - 9,067 NOL, foreign tax credit and capital loss carryforwards 59,613 41,423 Accrued liabilities 1,405 11,147 Excess business interest expense 7,197 1,322 Equity-based compensation - 4,324 Tower sale financing obligation - 1,067 Operating lease liability - 49,435 Other 121 5,787 Subtotal $ 68,336 $ 154,428 Less: valuation allowance (68,336 ) (89,155 ) Total net deferred tax assets $ - $ 65,273 Contract asset $ - $ (5,284 ) Right-of-use asset - (36,099 ) Withholding taxes on unrepatriated foreign earnings - (298 ) Total deferred tax liabilities $ - $ (41,681 ) Net deferred tax asset $ - $ 23,592 Classified on the balance sheet as: Deferred tax asset $ - $ 23,890 Deferred tax liability $ - $ (298 ) $ - $ 23,592 As of December 31, 2022, TIP Inc. (and its wholly owned U.S. subsidiary) had NOL carryforwards of $95 million and $16 million in the U.S. and Canada, respectively, and a U.S. capital loss carryforward of $161 million. The U.S. NOL carryforwards generated prior to December 31, 2017 carry forward for a period of 20 years while the U.S. NOL carryforwards generated after December 31, 2017 carry forward indefinitely. The Canadian NOL carries forward for a period of 20 years. The U.S. capital loss carries forward for a period of 5 years. The future utilization of certain of these loss carryforwards is contingent upon shareholder continuity and other requirements being met. Management assesses the need for a valuation allowance in each tax paying component or jurisdiction based upon the available positive and negative evidence to estimate whether sufficient taxable income will exist to permit realization of the deferred tax assets. On the basis of this evaluation, as of December 31, 2022 our valuation allowance was $ 68 We are subject to taxation in New Zealand (in connection with the indemnification provisions in the Purchase Agreement), the United States and Canada. As of December 31, 2022, the following are the open tax years by jurisdiction: New Zealand 2017 2022 United States 2019 2022 Canada 2018 2022 Supplemental Cash Flow Disclosure: Years Ended December 31, 2022 2021 2020 Income and withholding tax paid $ 6,135 $ 12,027 $ 16,019 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
SEGMENT INFORMATION [Abstract] | |
SEGMENT INFORMATION | NOTE 19 – SEGMENT INFORMATION We determined our reportable segments based on the manner in which our Chief Executive Officer, considered to be the chief operating decision maker (“CODM”), would regularly review our operations and performance. Segment information was prepared on the same basis that our CODM managed the segments, evaluated financial results, allocated resources, and made key operating decisions. The Company historically had two reportable segments, New Zealand and Bolivia. However, as a result of the 2degrees Sale and NuevaTel Transaction, as of December 31, 2022, the Company no longer held ownership interests in the business that historically comprised the New Zealand and Bolivia segments. See Note 2 – Sale of Operations for additional information regarding the 2degrees Sale and NuevaTel Transaction. Since presentation of discontinued operations is not applicable, as discussed therein, the presentation of segment information for New Zealand and Bolivia has been retained. The table below presents financial information for our reportable segments through the date of their dispositions and reconciles total Segment Adjusted EBITDA to Income (loss) before income taxes: Years Ended December 31, 2022 2021 2020 Revenues New Zealand $ 199,060 $ 528,616 $ 458,858 Bolivia 39,369 124,631 151,001 Unallocated Corporate & Eliminations 88 317 440 Total revenues $ 238,517 $ 653,564 $ 610,299 Segment Adjusted EBITDA New Zealand $ 51,530 $ 127,624 $ 111,446 Bolivia 209 (72 ) 6,613 Equity-based compensation (3,572 ) (3,407 ) (5,637 ) Transaction and other nonrecurring costs (10,609 ) (9,389 ) (2,360 ) Depreciation, amortization and accretion (18,418 ) (107,241 ) (106,971 ) Impairment of long-lived assets - (113,844 ) - Gain on sale of operations and (loss) gain on disposal of assets and sale-leaseback transaction 457,590 (1,094 ) 2,525 Interest expense (22,887 ) (53,713 ) (46,517 ) Change in fair value of warrant liability 105 55 (49 ) Debt extinguishment, modification and issuance costs (8,527 ) (7,016 ) - Other, net 15,418 (3,299 ) (4,611 ) Unallocated Corporate & Eliminations (12,332 ) (12,434 ) (11,034 ) Income (loss) before income taxes $ 448,507 $ (183,830 ) $ (56,595 ) Years Ended December 31, 2022 2021 2020 Depreciation, amortization and accretion New Zealand $ 14,124 $ 73,909 $ 64,635 Bolivia 4,286 33,313 41,907 Unallocated Corporate & Eliminations 8 19 429 Total depreciation, amortization and accretion $ 18,418 $ 107,241 $ 106,971 Capital expenditures New Zealand $ 30,499 $ 81,059 $ 65,060 Bolivia 1,930 11,761 12,251 Unallocated Corporate & Eliminations - 18 20 Total capital expenditures $ 32,429 $ 92,838 $ 77,331 Total assets New Zealand $ - $ 618,037 Bolivia - 183,403 Unallocated Corporate & Eliminations 40,640 2,427 Total assets $ 40,640 $ 803,867 The table below presents total revenues by product or service type for the years ended December 31, 2022, 2021 and 2020: New Zealand Bolivia Unallocated Corporate & Eliminations Total Year ended December 31, 2022 Wireless service revenues (1) $ 118,030 $ 36,722 $ - $ 154,752 Fixed broadband service revenues (1) 40,356 2,142 - 42,498 Equipment sales 38,042 54 - 38,096 Non-subscriber ILD and other revenues 2,632 451 88 3,171 Total revenues $ 199,060 $ 39,369 $ 88 $ 238,517 Year ended December 31, 2021 Wireless service revenues (1) $ 302,704 $ 117,571 $ - $ 420,275 Fixed broadband service revenues (1) 106,478 5,064 - 111,542 Equipment sales 112,555 317 - 112,872 Non-subscriber ILD and other revenues 6,879 1,679 317 8,875 Total revenues $ 528,616 $ 124,631 $ 317 $ 653,564 Year ended December 31, 2020 Wireless service revenues (1) $ 266,630 $ 141,735 $ - $ 408,365 Fixed broadband service revenues (1) 83,545 3,085 - 86,630 Equipment sales 101,860 4,399 - 106,259 Non-subscriber ILD and other revenues 6,823 1,782 440 9,045 Total revenues $ 458,858 $ 151,001 $ 440 $ 610,299 (1) Beginning in 2021, we replaced “Wireline” with “Fixed broadband” to describe the revenues associated with the Company’s fixed broadband product in New Zealand and Bolivia. As a result, fixed LTE service revenues were reclassified from Other wireless service and other revenues and were included as a component of Fixed broadband service revenues. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 20 – RELATED PARTY TRANSACTIONS The TISP 10.0% Notes were purchased by certain beneficial owners of the Trilogy LLC 2022 Notes. The purchasers of the TISP 10.0% Notes included SG Enterprises II, LLC, which purchased $7.0 million of TISP 10.0% Notes. SG Enterprises II, LLC is a Washington limited liability company owned by John W. Stanton and Theresa E. Gillespie. John W. Stanton is the Chairman of the Board of TIP Inc. and Theresa E. Gillespie is a former Director of TIP Inc. As stated above, upon the closing of the 2degrees Sale, the TISP 10.0% Notes were prepaid with a portion of the proceeds from the 2degrees Sale. In order to fund its operations, pending the closing of the 2degrees Sale, in January 2022, the Company entered into the Bridge Loans with three of its principal shareholders for an aggregate commitment of up to $10 million. In the first quarter of 2022, $10.0 million was received by the Company under the terms of the Bridge Loans. The Bridge Loans were repaid during the second quarter of 2022. In August 2019, 2degrees entered into an EIP receivables secured borrowing arrangement with the EIP Purchaser and financial institutions that lent capital to the EIP Purchaser. The Company evaluated the structure and terms of the arrangement and determined that the EIP Purchaser is a VIE because it lacked sufficient equity to finance its activities and its equity holder, which was one of the financial lending institutions, lacked the attributes of a controlling financial interest. The Company determined that 2degrees was the primary beneficiary of the EIP Purchaser and thus the Purchaser was required to be consolidated in our financial statements. For additional information, see Note 5 – EIP Receivables. On July 31, 2013, Trilogy LLC entered into an agreement (the “Agreement”) with Salamanca Holding Company (“SHC”), a Delaware limited liability company, and three former Trilogy LLC executives. Pursuant to the Agreement, Trilogy LLC transferred to SHC 80% of Trilogy LLC’s interest in its wholly owned subsidiary, Salamanca Solutions International LLC (“SSI”), in exchange for 2,140 Class C Units held by the three individuals. In April 2022, the Company surrendered its 20% ownership interest in SSI to SHC and cancelled an $80 thousand promissory note that SSI had issued to the Company in January 2022. SSI owns billing and customer relations management intellectual property, and associated software support and development services that it had licensed to NuevaTel. Following the Company’s surrender of its SSI ownership interest and cancellation of the promissory note, and in connection with the anticipated closing of the NuevaTel Transaction, Balesia acquired 100% of SHC. Trilogy LLC had a non-interest bearing loan outstanding to New Island Cellular, an entity with which a former member and manager of Trilogy LLC is affiliated, in an aggregate principal amount of approximately $6.2 million, the proceeds of which were used to cover additional taxes owed by New Island as a result of Trilogy LLC’s 2006 election to treat its former subsidiary, ComCEL, as a U.S. partnership for tax purposes.In connection with New Island’s redemption of Class C Units for Common Shares in 2021, the New Island Loan was forgiven in consideration of New Island’s assignment to Trilogy LLC of all distributions and dividends payable to New Island with respect to its TIP Inc. shares. This arrangement was treated as an equity transaction with no impact on the Consolidated Statements of Operations. New Island received 2,129,623 Common Shares in connection with the redemption. In the second quarter of 2022, the Company declared and paid a cash distribution to shareholders, inclusive of approximately $2.8 million distributed to New Island Cellular. The full amount of the distribution to New Island was subsequently repaid to Trilogy LLC and is reflected within Return of capital, net of distribution repaid in the Consolidated Statement of Changes in Shareholders’ Equity (Deficit). The New Island Loan was unsecured at the time of its cancellation and the value of the Common Shares at the time of the loan cancellation was less than the outstanding balance of the loan. |
DESCRIPTION OF BUSINESS, BASI_2
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and the amounts of revenues and expenses reported for the periods presented. Certain estimates require difficult, subjective and complex judgments about matters that are inherently uncertain. Actual results could differ from those estimates. Examples of significant estimates include the allowance for doubtful accounts, the useful lives of property and equipment, amortization periods for intangible assets, fair value of financial instruments and equity-based compensation, imputed discount on equipment installment receivables, cost estimates for asset retirement obligations, realizability of deferred income taxes, fair value measurements related to goodwill, spectrum licenses and intangibles, projections used in impairment analysis, evaluation of minimum operating lease terms and the period for recognizing prepaid and postpaid revenues based on breakage. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash: Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less at the acquisition date or with a variable rate which can be liquidated on demand. The Company classifies cash as restricted when the cash is unavailable for use in general operations. The Company had no restricted cash as of December 31, 2022 and $1.5 million of restricted cash as of December 31, 2021, consisted primarily of cash restricted to offset current installments of debt. Balance sheet information related to cash, cash equivalents and restricted cash as of December 31, 2022 and 2021 consisted of the following: 2022 2021 Cash and cash equivalents $ 25,067 $ 53,486 Restricted cash - 1,524 Total cash, cash equivalents and restricted cash $ 25,067 $ 55,010 |
Short-term Investments | Short-term Investments: The Company’s short-term investments, consisting primarily of U.S. Treasury securities and commercial paper with original maturities of more than three months from the date of purchase, were considered available-for-sale (“AFS”) and reported at fair value. The net unrealized gains and losses on AFS investments were reported as a component of Other comprehensive income or loss. Realized gains and losses on AFS investments were determined using the specific identification method and included in Other, net. Gross unrealized holding gains (losses) were insignificant for the years ended December 31, 2022, 2021 and 2020. |
Accounts Receivable, net | Accounts Receivable, net: Accounts receivable consisted primarily of amounts billed and due from customers, other wireless service providers, and dealers and were generally unsecured. Following the sale of operations in the second quarter of 2022, there were no accounts receivable as of December 31, 2022. Management made estimates of the uncollectability of its accounts receivable. In determining the adequacy of the allowance for doubtful accounts, management analyzed historical experience and current collection trends, known troubled accounts, receivable aging and current economic trends. The Company wrote off account balances against the allowance for doubtful billed accounts when collection efforts were unsuccessful. Provisions for uncollectible receivables were included in General and administrative expenses. As a result of the sale of operations in the second quarter of 2022, there were no accounts receivable as of December 31, 2022, and, accordingly, no allowance for doubtful accounts as of that date. |
EIP Receivables | EIP Receivables: Prior to the sale of our operations in the second quarter of 2022, 2degrees and NuevaTel offered certain wireless customers the option to pay for their handsets in installments over a period of up to 36 months using an EIP. The amounts recorded as EIP receivables at the end of each period represented EIP receivables for which invoices were not yet generated for the customer (“unbilled”). Invoiced EIP receivables were recorded in the Accounts receivable, net balance, consistent with other outstanding customer trade receivables. At the time of sale of handsets under installment plans, we imputed risk adjusted interest on certain receivables associated with EIPs. We recorded any deferral of this imputed discount as a reduction in EIP receivables, net in our Consolidated Balance Sheets and amortized the deferred amount over the financed device payment term in Non-subscriber international long distance (“ILD”) and other revenues in our Consolidated Statements of Operations and Comprehensive Income (Loss). The Company established an allowance for EIP receivables to cover probable and reasonably estimated losses. The estimate of allowance for doubtful accounts considered a number of factors, including collection experience, receivable aging, customer credit quality and other qualitative factors including macro-economic factors. The Company monitored the EIP receivable balances and wrote off account balances if collection efforts were unsuccessful and future collection was unlikely. See Note 5 – EIP Receivables for additional information as it relates to the allowance for doubtful accounts specifically attributable to EIP receivables. In August 2019, 2degrees entered into an EIP receivables secured borrowing arrangement with an intermediary purchasing entity (the “EIP Purchaser”) and financial institutions that lent capital to the EIP Purchaser. The transfer of receivables through this arrangement did not qualify as a sale of financial assets under GAAP and as such was recorded as a secured borrowing. Upon transfer to the EIP Purchaser, the Company did not derecognize the receivables or related allowance for doubtful accounts and unamortized imputed discount. The above summary of EIP receivables accounting policy remained applicable for unbilled EIP receivables sold through this arrangement. For further information, see Note 5 – EIP Receivables. |
Inventories | Inventories: As a result of the sale of our operations in the second quarter of 2022, there was no inventory as of December 31, 2022. Prior to the sale of operations, inventory consisted primarily of wireless devices and accessories. Cost was determined by the first-in, first-out (“FIFO”) method and the weighted average cost method, which had historically approximated the FIFO method. Subsequent measurement of inventory was determined using the cost and net realizable value test. Net realizable value was determined using the estimated selling price in the ordinary course of business. The Company recorded inventory write-downs to net realizable value for obsolete and slow-moving items based on inventory turnover trends and historical experience. Handset costs in excess of the revenues generated from handset sales, or handset subsidies, were expensed at the time of sale. The Company did not recognize the expected handset subsidies prior to the time of sale because the promotional discount decision was made at the point of sale and/or because the Company expected to recover the handset subsidies through service revenues. For certain inventories held by a third-party distribution and logistics company located in New Zealand, the Company recorded inventories in our Consolidated Balance Sheets, with a corresponding increase to Other current liabilities and accrued expenses. The third-party distribution and logistics company purchased the inventory from various equipment manufacturers on behalf of and at the direction of 2degrees, with 2degrees specifying the purchase price, timing of purchase, and type and quantity of handsets. Therefore, the Company recorded the inventory once risk of loss was assumed in connection with the transfer from the manufacturers to the third-party distribution and logistics company. |
Property and Equipment | Property and Equipment: Property and equipment was recorded at cost or fair value for assets acquired as part of business combinations, and depreciation was calculated on a straight-line method over the estimated useful lives of the assets. Estimated useful lives were generally as follows: (i) buildings 40 years; (ii) wireless communications systems from 2 to 20 years; and (iii) furniture, equipment, vehicles and software from 2 to 17 years. Leasehold improvements were recorded at cost and depreciated over the lesser of the term of the lease or the estimated useful life. Costs of additions and major replacements and improvements were capitalized. Repair and maintenance expenditures which did not enhance the asset’s functionality or extend the asset’s useful life were charged to operating expenses as incurred. Construction costs, labor and overhead incurred in the expansion or enhancement of the Company’s networks were capitalized. Capitalization commenced with pre-construction period administrative and technical activities, which might have included obtaining leases, zoning approvals and building permits, and ceased when the asset was ready for its intended use and placed in service. Upon sale or retirement of an asset, the related costs and accumulated depreciation were removed from the balance sheet accounts and any gain or loss was recognized. Assets under construction were not depreciated until placed in service. Interest expense incurred during the construction phase of the Company’s wireless networks was capitalized as part of property and equipment until assets were placed into service. Capitalized interest costs were amortized over the estimated useful lives of the related assets. Capitalized interest for the years ended December 31, 2022, 2021 and 2020 was $0.1 million, $0.9 million and $0.8 million, respectively. The Company capitalized certain costs incurred in connection with developing or acquiring internal use software. Capitalization of software costs commenced once selection of a specific software project had been made and the Company approved and committed to funding the project. Capitalized costs included direct development costs associated with internal use software, including internal direct labor costs and external costs of materials and services. Capitalized software costs were included in Property and equipment, net and amortized on a straight-line basis over the estimated useful life of the asset. Costs incurred during the preliminary project stage, as well as maintenance and training costs, were expensed as incurred. The Company recorded an asset retirement obligation (“ARO”) for the fair value of obligations associated with the retirement of tangible long-lived assets and recorded a corresponding increase in the carrying amount of the related asset in the period in which the obligation was incurred. These obligations primarily pertained to the Company’s obligations related to network infrastructure, principally tower and related assets, and included obligations to remediate leased land on which the Company’s network infrastructure assets were located. The liability was accreted to its present value each period, and the capitalized cost was depreciated over the estimated useful life of the related asset. Upon settlement of the liability, any difference between the recorded ARO liability and the actual retirement costs incurred was recognized as an operating gain or loss in the Consolidated Statement of Operations and Comprehensive Income (Loss). The significant assumptions used in estimating the ARO included the following: a probability that the Company’s leases with ARO will be remediated at the lessor’s directive; expected settlement dates that coincided with lease expiration dates plus estimated lease extensions; remediation costs that were indicative of what third-party vendors would charge the Company to remediate the sites; expected inflation rates that were consistent with historical inflation rates; and credit-adjusted risk-free interest rates which approximated the Company’s incremental borrowing rates. |
Leases | Leases (effective January 1, 2020): Prior to our sale of our operations in the second quarter of 2022, we leased cell sites, retail stores, offices, vehicles, equipment and other assets from third parties under operating and finance leases. We determined whether a contract was a lease or contained a lease at contract inception, and this assessment required judgment including consideration of factors such as whether we obtained substantially all of the rights to the underlying assets and whether we had the ability to direct the use of the related assets. Right-of-use (“ROU”) assets represented our right to use an underlying asset for the lease term and the lease liability represented our obligation to make payments arising from the lease. Lease liabilities were recognized at commencement date based on the present value of the remaining lease payments over the lease term. As the rates implicit in our leases were not readily determinable, our incremental borrowing rate was used in calculating the present value of the sum of the lease payments, and determining the borrowing rate used for discounting these payments required judgment. ROU assets were recognized at commencement date at the value of the lease liability, adjusted for any prepayments, lease incentives, or initial direct costs. The incremental borrowing rate was determined using a portfolio approach based on the rate of interest that would be paid to borrow an amount equal to the lease payments on a collateralized basis over a similar term. We used an unsecured borrowing rate and risk adjusted that rate to approximate a collateralized rate for each geographic region in which we conducted business. Our typical lease arrangement included a non-cancellable term with renewal options for varying terms depending on the nature of the lease. We included the renewal options that were reasonably certain to be exercised as part of the lease term, and this assessment was also an area of judgment. For cell site locations, optional renewals were included in the lease term based on the date the sites were placed in service and to the extent that renewals were reasonably certain based on the age and duration of the sites. For other leases, renewal options were typically not considered to be reasonably certain to be exercised. We had certain lease arrangements with non-lease components that related to the lease components, primarily consisting of maintenance and utility costs that were paid to the lessor. Non-lease components and the lease components to which they relate were accounted for together as a single lease component for all asset classes. Certain leases contained escalation clauses or payment of executory costs such as taxes, utilities and maintenance. We recognized lease payments for short-term leases as expense either straight-line over the lease term or as incurred depending on whether lease payments were fixed or variable. |
License Costs and Other Intangible Assets | License Costs and Other Intangible Assets: Prior to our sale of our operations in the second quarter of 2022, intangible assets consisted primarily of wireless spectrum licenses in foreign markets, tradenames and subscriber relationships. License costs primarily represented costs incurred to acquire wireless spectrum licenses in foreign markets, which were recorded at cost, and the value attributed to wireless spectrum licenses acquired in business combinations. Amortization began with the commencement of service to customers. The license costs were amortized using the straight-line method over 7 to 20 years, corresponding to the expiration dates of the licenses as issued by the applicable regulators. Licenses, subject to certain conditions, were usually renewable and were generally non-exclusive. However, management generally did not consider renewal periods when determining the useful life of a license since there was no certainty that a license would be renewed without significant cost (or at no cost). Subscriber relationships were acquired as part of the acquisition in New Zealand of our fixed broadband communications services provider, Snap Limited, in 2015 and related to established relationships with residential and enterprise customers through contracts for fixed broadband services. Subscriber relationships were amortized over the estimated useful life of 7 years using an accelerated method, which management believed best reflected the estimated pattern in which the economic benefits of the assets would be consumed. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets: The Company evaluated its long-lived assets, including intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicated that the carrying amount of an asset group might not be recoverable. Asset groups were determined at the lowest level for which identifiable cash flows were largely independent of cash flows of other groups of assets and liabilities. When the carrying amount of a long-lived asset group was not fully recoverable and exceeded its fair value, an impairment loss was recognized equal to the excess of the asset group’s carrying value over the estimated fair value. We determined fair value by using a combination of comparable market values, estimated future discounted cash flows and appraisals, as appropriate. The Company tested the long-lived assets of NuevaTel in the third quarter of 2021 for impairment and recorded an impairment charge in the amount of $113.8 million for the year ended December 31, 2021. The impairment was allocated to long-lived assets in the following amounts: $42.2 million to property and equipment, $48.5 million to operating lease right-of-use assets, $18.8 million to license costs and other intangible assets, and $4.3 million to other assets. These impairment charges were included in Impairment of long-lived assets in our Consolidated Statements of Operations and Comprehensive Income (Loss). The pre-tax impairment charge resulted in a $28.5 million deferred tax asset which was offset by a full valuation allowance, and a $5.2 million tax benefit as a result of the reduction to the Company’s deferred tax liability for NuevaTel’s unrepatriated earnings. There were no events or changes in circumstances that indicated impairment should be recorded for long-lived assets for the fiscal years ended December 31, 2022 and 2020. |
Goodwill | Goodwill: Goodwill is the excess of the cost of an acquisition of businesses over the fair value of the net identifiable assets acquired as of the acquisition date. The Company reviewed goodwill for potential impairment annually as of November 30 and also during interim periods if events or changes in circumstances indicated the occurrence of a triggering event. As a result of the sale of operations in the second quarter of 2022, there was no goodwill as of December 31, 2022 When assessing goodwill for impairment, when deemed appropriate, we first performed a qualitative assessment to determine whether it was more likely than not that the fair value of the reporting unit was less than its carrying amount as a basis for determining whether it was necessary to perform the goodwill impairment test. If we did not perform this qualitative assessment, or if the qualitative assessment indicated it was more likely than not that the fair value of the single reporting unit was less than its carrying amount, we tested goodwill for impairment. If the Company determined the fair value of the reporting unit was less than its carrying amount, a goodwill impairment loss was recognized for the difference. Determining the fair value of a reporting unit involved the use of significant estimates and assumptions. Generally fair value was determined by a multiple of earnings based on the guideline publicly traded business method or on discounting projected future cash flows based on management’s expectations of the current and future operating environment. There were no goodwill impairment charges required for any periods presented. |
Cloud computing arrangements that are service contracts | Cloud computing arrangements that are service contracts: The Company entered into hosted cloud computing arrangements that were considered to be service contracts and deferred certain development costs related to implementing the cloud computing arrangements. As of December 31, 2022, there were no deferred implementation costs. As of December 31, 2021, the Company had net deferred implementation costs of $9.7 million, which were primarily included in Other assets. A portion of the deferred balance related to the implementation of a new enterprise resource planning system at 2degrees, which replaced certain of its existing core financial systems. The Company amortized the implementation costs over the service contract period of the hosting arrangement. Amortization expense for the implementation costs was $0.7 million and $2.0 million for the years ended December 31, 2022 and 2021, respectively, and was included within General and administrative expenses. Amortization expense for the implementation costs was not significant for the year ended December 31, 2020. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities: We employ risk management strategies, which may include the use of interest rate swaps, cross-currency swaps and forward exchange contracts. We do not hold or enter into derivative instruments for trading or speculative purposes. Derivatives are recognized in the Consolidated Balance Sheets at fair value. Changes in the fair values of derivative instruments designated as “cash flow” hedges are recorded, to the extent the hedges are highly effective, in Other comprehensive income (loss). Derivative instruments not qualifying for hedge accounting or ineffective portions of cash flow hedges, if any, are recognized in current period earnings. The Company assesses, both at inception of the hedge and on an ongoing basis, whether derivatives used as hedging instruments are highly effective in offsetting the changes in the fair value or cash flow of the hedged items. If it is determined that a derivative is not highly effective as a hedge or ceases to be highly effective, the Company discontinues hedge accounting prospectively. As of December 31, 2022 and 2021, no derivative instruments were designated for hedge accounting. |
Fair Value Measurements | Fair Value Measurements: The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. |
Warrant Liability | Warrant Liability: As of February 7, 2017, the date of consummation of the Arrangement, TIP Inc.’s issued warrants and the then outstanding warrants were recorded as a liability, as the warrants were written options that were not indexed to common shares of TIP Inc. (the “Common Shares”). The warrant liability was recorded in Other current liabilities and accrued expenses The warrants expired unexercised on February 7, 2022 and were no longer outstanding as of December 31, 2022. |
Required Distributions | Required Distributions: Prior to the redemption in October 2021 of Trilogy LLC Class C Units (the “Class C Units”), Trilogy LLC was required to make quarterly distributions to its members on a pro rata basis in accordance with each member’s ownership interest in amounts sufficient to permit members to pay the tax liabilities resulting from allocations of income tax items from Trilogy LLC. Trilogy LLC was in a net taxable loss position for the periods prior to the redemption; therefore, no tax distributions were made to its members related to those tax years. See Note 11 – Equity. |
Revenue Recognition | Revenue Recognition: Prior to the sale of our operations in the second quarter of 2022, the Company derived its revenues primarily from wireless services, fixed broadband services and equipment sales. Revenues were recognized when control of the services and equipment was transferred to our customers in an amount that reflected the consideration we expected to be entitled to in exchange for those services. The Company’s revenue recognition policy follows guidance from Revenue from Contracts with Customers (“Topic 606”). The Company determined revenue recognition through the following five-step framework: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in each contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in each contract; and • Recognition of revenue when, or as, we satisfy a performance obligation. Significant Judgments The most significant judgments affecting the amount and timing of revenue from contracts with our customers included the following items: • The assessment of legally enforceable rights and obligations involved judgment and impacted our determination of contractual term, transaction price and related disclosures; • Our products were generally sold with a right of return, which was accounted for as variable consideration when estimating the amount of revenue to recognize. Expected device returns were estimated based on historical experience; • Identifying distinct performance obligations within our service plans; • For contracts that involved more than one product or service (or multiple performance obligations), determining the standalone selling price for each product or service (or performance obligation); • Determining costs that we incurred to obtain or fulfill a contract; and • For capitalized contract costs, determining the amortization period as well as assessing the indicators of impairment. Wireless Services and Related Equipment The Company entered into contracts with consumer and business customers for postpaid wireless services, prepaid wireless services and wireless equipment. Customers may have elected to purchase wireless services or equipment separately or together. For wireless service and wireless equipment contracts entered into within a short period of time, we followed the contract combination guidance and assessed the contracts as a single arrangement. The Company generated wireless services revenues from providing access to, and usage of, our wireless communications network. Performance obligations included in a typical wireless service contract with a customer included data, voice and text message services. We recognized revenue using an output method, either as the services were used or as time elapsed if doing so reflected the pattern by which we satisfied our performance obligation through the transfer of the service to the customer. Wireless monthly service contracts were billed monthly either in advance or arrears based on a fixed fee. Prepaid wireless services sold to customers were recorded as deferred revenue prior to the services being provided to the customer or expiration of the obligation to provide the services. When prepaid service credits were not subject to expiration or had not yet expired, the Company estimated breakage (cash consideration received for prepaid services but never expected to be redeemed by customers) based upon historical usage trends. The Company’s policy was to recognize revenue for estimated breakage in proportion to the patterns exercised by the customer. Postpaid monthly wireless services sold to customers were billed monthly in arrears. Postpaid wireless customer contracts were generally either month-to-month and cancellable at any time (i.e., open term) or contained terms greater than one month (under a fixed-term plan). Service contracts that exceeded one month were generally two years or less. The transaction prices allocated to service performance obligations that were not satisfied or were partially satisfied as of the end of the reporting period were generally related to our fixed-term plans. For postpaid plans where monthly usage exceeded the allowance, the overage usage represented an option held by the customer for incremental services and the usage-based fee was recognized when the customer exercised the option (typically on a month-to-month basis). We also generated revenues from the sale of wireless equipment to consumer and business subscribers. Performance obligations associated with a typical wireless equipment contract with a customer included handset and accessory equipment. We recognized revenue at a point in time when the device or accessory was delivered to the customer. We offered certain postpaid customers the option to pay for devices and accessories in installments using an EIP. We assessed this payment structure and concluded that there was a financing component related to the EIP. However, we determined that the financing component for certain direct channel customer classes in the postpaid wireless plans was not significant and therefore we did not record interest income over the repayment period for these customer transactions. Fixed broadband Services and Related Equipment We entered into fixed broadband arrangements with consumer and business subscribers. Fixed broadband service performance obligations included broadband internet services and voice services. We recognized revenue using an output method, as time elapsed, because it reflected the pattern by which we satisfied our performance obligation through the transfer of service to the customer. Broadband arrangements were billed monthly. Performance obligations included in a typical fixed broadband contract, as defined by Topic 606, included modem equipment, when sold, and telephone equipment. For these sales, we recognized revenue when the device or accessory was delivered to the customer. We also entered into agreements with subscribers in which we owned customer premises equipment, including modems, and leased such equipment to subscribers. For these agreements, the modem equipment was not considered a performance obligation subject to Topic 606 guidance, rather it was a lease component of the contract and was accounted for under the applicable leasing guidance. The lease revenues associated with these agreements were included in Fixed broadband service revenues in the Consolidated Statements of Operations and Comprehensive Income We entered into managed service arrangements with large enterprises and governments. Fixed broadband service performance obligations associated with managed service arrangements included managed network services, internet services and voice services. We recognized revenue using an output method, as time elapsed, because it reflected the pattern by which we satisfied our performance obligation through the transfer of service to the customer. Fixed broadband service contracts were billed monthly. In the context of our managed service arrangements, we provided customers with the use of modem and networking equipment to facilitate the internet and networking services. We had determined that as part of managed service arrangements for our New Zealand business, equipment was provided to the customer only to enable the customer to consume the service. At the end of the contract term, the customer was required to return the equipment to enable it to be used by other customers. Fixed broadband customer contracts were generally either month-to-month and cancellable at any time (i.e., open term) or contained terms greater than one month (typically under a fixed-term plan or within managed services arrangements). Service contracts that exceeded one month were generally three years or less. The transaction prices allocated to service performance obligations that were not satisfied or were partially satisfied as of the end of the reporting period were generally related to our fixed-term plans. Equipment In addition to selling equipment in connection with wireless and fixed broadband service contracts, as discussed above, we also sold equipment on a standalone basis to dealers and resellers for a fixed fee. The performance obligations included handset and accessory equipment. We recognized revenue when the handset or accessory was delivered to the dealer or reseller as the dealer and reseller was our customer. At the time of delivery, the customer acquired legal title, as physical possession and risks and rewards of ownership transferred to the customer with no additional conditions to customer acceptance. Interconnection Interconnection revenues were generated when calls from other operators terminated in the Company’s networks and were recognized in the period the termination occurred. Transaction Price and Allocations We elected to utilize a practical expedient and account for shipping and handling activities that occurred after control of the related good transfers as fulfillment activities instead of assessing such activities as performance obligations. We established provisions for estimated device returns based on historical experience. We assessed whether the amounts due under our contracts were probable of collection. For those not probable of collection, we did not recognize revenue until the contract was completed and cash was received. Collectability was re-assessed when there was a significant change in facts or circumstances. Consideration payable to a customer was treated as a reduction of the total transaction price, unless the payment was in exchange for a distinct good or service, such as certain commissions paid to dealers. As an accounting policy election, we excluded from the measurement of the transaction price all taxes assessed by a governmental authority that were both imposed on and concurrent with a specific revenue-producing transaction and collected from a customer (for example, sales, use, value added and some excise taxes). In some circumstances, we have offered a right of return on our products for a short time period after a sale. These rights were accounted for as variable consideration when determining the transaction price and, accordingly, we recognized revenue based on the estimated amount to which we expected to be entitled net of expected returns. Returns and credits were estimated at contract inception based on historical experience with similar classes of customers and updated at the end of each reporting period as additional information became available. Transaction price was allocated to each performance obligation based on its relative standalone selling price (“SSP”). SSP was the price for which we would sell the good or service on a standalone basis without a promotional discount. Judgment was required to determine the SSP for each distinct performance obligation. In instances where SSP was not directly observable, such as when we did not sell the product or service separately, we determined the SSP using information that included market conditions, costs plus a margin and other observable inputs. Warranties and Indemnifications The Company’s equipment was typically provided with an assurance-type warranty that it would perform in accordance with the Company’s on-line documentation under normal use and circumstances. The Company included a service level commitment to its customers, typically regarding certain levels of uptime reliability and performance and if the Company failed to meet those levels, customers could receive credits and, in some cases, terminate their relationship with the Company. The Company did not have a material amount of credits issued or customers terminate as a result of such commitments. Contract Modifications Our service contracts allowed customers to modify their contracts without incurring penalties in many cases. Each time a contract was modified we evaluated the change in scope or price of the contract to determine if the modification should have been treated as a separate contract, if there was a termination of the existing contract and creation of a new contract, or if the modification should have been considered a change associated with the existing contract. We typically did not have significant impacts from contract modifications. |
Advertising Costs | Advertising Costs: The Company expensed the cost of advertising as incurred. Advertising expense for the years ended December 31, 2022, 2021 and 2020 were $4.8 million, $19.7 million and $16.8 million, respectively. |
Defined Contribution Plan | Defined Contribution Plan: The Company has a defined contribution plan whereby participants may contribute a portion of their eligible pay to the plan through payroll withholdings. The Company provides matching contributions based on the amount of eligible compensation contributed by the employees. Total contributions by the Company were $0.1 million for each of the years ended December 31, 2022, 2021 and 2020. |
Equity-Based Compensation | Equity-Based Compensation: The Company measured compensation costs for all equity-based payment awards made to employees based on the estimated fair values at the either the grant date for equity classified awards or quarterly for liability classified awards. Such compensation costs were recognized as an expense over the requisite service period, which was generally the vesting period of the award, net of forfeitures when they occur. |
Net (Loss) Earnings Per Share ("EPS") | Net (Loss) Earnings Per Share (“EPS”): EPS is calculated using the two-class method, which is an earnings allocation method that determines earnings per share for Common Shares and participating securities. The Company has one class of common stock; however, Class C Units held by Trilogy LLC members (a former noncontrolling interest in Trilogy LLC) were treated as participating securities for purposes of calculating EPS and a two-class method security due to their pro-rata rights to dividends and earnings. Basic (loss)/income per share (“Basic EPS”) is computed by dividing net (loss)/income, less net (loss)/income available to participating securities, by the basic weighted average Common Shares outstanding. Diluted (loss)/income per share (“Diluted EPS”) is calculated by dividing attributable net income/(loss) by the weighted average number of Common Shares plus the effect of potential dilutive Common Shares outstanding during the period. Diluted EPS excludes all potentially dilutive units if the effect of their inclusion is anti-dilutive, the attributable service condition was not met, or if the underlying potentially dilutive units are out-of-the-money. |
Foreign Currency Remeasurement and Translation | Foreign Currency Remeasurement and Translation: The functional currency for our Bolivian operation was the U.S. dollar and for our New Zealand operation was the New Zealand dollar, since the majority of the revenues and expenses in those operations were denominated in those currencies. However, portions of the revenues earned and expenses incurred by our subsidiaries were denominated in currencies other than their functional currency. Transactions that involve such other currencies were remeasured into the functional currency based on a combination of both current and historical exchange rates. All foreign currency asset and liability amounts were remeasured at end-of-period exchange rates, except for nonmonetary items, which were remeasured at historical rates. Foreign currency income and expense were remeasured at average exchange rates in effect during the year, except for expenses related to balance sheet amounts which were remeasured at historical rates. Gains and losses from remeasurement of foreign currency transactions into the functional currency were included in Other, net in our Consolidated Statements of Operations in the period in which they occurred. Our reporting currency is the U.S. dollar. Thus, assets and liabilities from our New Zealand operation were translated from the New Zealand dollar into the U.S. dollar at the exchange rate on the balance sheet date while revenues and expenses were translated at the average exchange rate in the month they occurred. Gains and losses from the translation of our New Zealand operation’s financial statements into U.S. dollars were included in Accumulated other comprehensive income in our Consolidated Balance Sheets. |
Income Taxes | Income Taxes: For our taxable subsidiaries, we account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognized deferred tax assets to the extent that we believed that these assets were more likely than not to be realized. In making such a determination, we considered all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. A valuation allowance was recorded when it was more likely than not that some portion or all of a deferred tax asset would not be realized. When a valuation allowance had previously been recorded and we determined that we expected to be able to realize our deferred tax assets in the future in excess of their net recorded amount, we adjusted the deferred tax asset valuation allowance, which reduced the provision for income taxes. During 2020, management recorded a full valuation allowance against NuevaTel’s beginning of year net deferred tax assets as management concluded that NuevaTel’s deferred tax assets were no longer more likely than not to be realized. We record uncertain tax positions on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we record the largest amount of tax benefit to meet such threshold. We recognize interest and penalties related to unrecognized tax benefits in the Other, net line in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss). Accrued interest and penalties are included in the related tax liability line in the Consolidated Balance Sheets. |
Concentrations | Concentrations: The Company’s revenues were attributable to our international operations. The Company’s historical operations were subject to various political, economic, and other risks and uncertainties inherent in the countries in which the Company operated prior to disposal. Among other risks, the Company’s former subsidiaries were subject to the risks of restrictions on transfer of funds; export duties, quotas and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations. For key financial information of our former subsidiaries in New Zealand and Bolivia, see Note 19 – Segment Information. |
Recently Issued Accounting Standards | Accounting Pronouncements Adopted During the Current Year: As the Company was previously an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, the Company deferred adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements were made applicable to private companies. The Company used the extended transition period while it continued to be subject to the emerging growth company guidelines. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who have adopted these new or revised accounting standards that are applicable to public companies. On December 31, 2022, the Company ceased to be an emerging growth company. However, as long as the aggregate value of the Common Shares held by non-affiliates remains less than $75 million as of the end of its most recent second fiscal quarter, the Company will qualify as a “smaller reporting company” as well as a “non-accelerated filer” eligible for relief from certain disclosure and reporting requirements. As of the applicable measurement date, June 30, 2022, the Company’s float was substantially less than $75 million. Therefore, the Company is eligible to report as a “smaller reporting company”. In November 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities About Government Assistance, which requires entities to provide disclosures on material government assistance transactions for annual reporting periods. The disclosures include information concerning the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. This new standard became effective for all entities with fiscal years beginning after December 15, 2021 and only impacted annual financial statement footnote disclosures. With the sale of operations in the second quarter of 2022, the adoption of this standard did not have a material effect on our consolidated financial statements. Recently Issued Accounting Standards: In June 2016, the FASB issued ASU 2016-13 related to the measurement of credit losses on financial instruments and has since modified the standard with several ASUs (collectively, the “credit loss standard”). The credit loss standard requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. The credit loss standard took effect for public entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. As amended in ASU 2019-10, for companies that file under private company guidelines, the credit loss standard took effect for fiscal years beginning after December 15, 2022, and for interim periods within those fiscal years. Early adoption was permitted for all entities for fiscal years beginning after December 15, 2018. We intend to adopt this standard on the date it becomes applicable to private companies. With the sale of operations in the second quarter of 2022, the adoption of this credit loss standard is not expected to have a material effect on our consolidated financial statements. |
DESCRIPTION OF BUSINESS, BASI_3
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | Balance sheet information related to cash, cash equivalents and restricted cash as of December 31, 2022 and 2021 consisted of the following: 2022 2021 Cash and cash equivalents $ 25,067 $ 53,486 Restricted cash - 1,524 Total cash, cash equivalents and restricted cash $ 25,067 $ 55,010 |
SALE OF OPERATIONS (Tables)
SALE OF OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
2degrees [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Computation of Gain on Sale of Based on Derecognition of Net Assets | The table below presents a computation of the gain on sale of 2degrees based on the derecognition of 2degrees’s net assets: As of May 19, 2022 Current assets: Cash, cash equivalents and restricted cash $ 39,090 Accounts receivable, net 37,876 EIP receivables, net 35,245 Inventory 10,222 Prepaid expenses and other current assets 29,097 Total current assets 151,530 Property and equipment, net 261,894 Operating lease right-of-use assets, net 62,758 License costs, goodwill and other intangible assets, net 33,118 Long-term EIP receivables 31,053 Deferred income taxes 21,882 Other assets 37,232 Total assets $ 599,467 Current liabilities: Accounts payable $ 4,231 Construction accounts payable 11,750 Current portion of debt and financing lease liabilities 205,493 Customer deposits and unearned revenue 20,611 Short-term operating lease liabilities 8,338 Other current liabilities and accrued expenses 64,787 Total current liabilities 315,210 Long-term debt and financing lease liabilities 395 Non-current operating lease liabilities 68,172 Other non-current liabilities 18,327 Total liabilities $ 402,104 Net assets sold $ 197,363 Net consideration $ 600,723 Less: Net assets sold (197,363 ) Carrying amount of noncontrolling interests 42,709 Accumulated other comprehensive loss attributable to TIP Inc. (2,818 ) Gain on sale of 2degrees operation $ 443,251 |
NuevaTel [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Computation of Gain on Sale of Based on Derecognition of Net Assets | The table below presents a computation of the gain on sale of NuevaTel based on the derecognition of NuevaTel’s net assets: As of May 14, 2022 Current assets: Cash, cash equivalents and restricted cash $ 11,944 Accounts receivable and EIP receivables, net 24,486 Inventory 1,497 Prepaid expenses and other current assets 12,041 Total current assets 49,968 Property and equipment, net 38,092 Operating lease right-of-use assets, net 50,612 License costs and other intangible assets, net 33,700 Other assets 6,356 Total assets $ 178,728 Current liabilities: Accounts payable $ 17,110 Construction accounts payable 2,275 Current portion of debt and financing lease liabilities 23,989 Customer deposits and unearned revenue 1,922 Short-term operating lease liabilities 10,555 Other current liabilities and accrued expenses 42,031 Total current liabilities 97,882 Long-term debt and financing lease liabilities 8,190 Non-current operating lease liabilities 89,210 Other non-current liabilities 4,646 Total liabilities $ 199,928 Net liabilities sold $ (21,200 ) Net consideration $ - Add: Net liabilities sold 21,200 Carrying amount of noncontrolling interests (6,746 ) Gain on sale of NuevaTel operation $ 14,454 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT [Abstract] | |
Property and Equipment, Net | As of December 31, 2022 As of December 31, 2021 Land, buildings and improvements $ 391 $ 14,381 Wireless communication systems - 536,986 Furniture, equipment, vehicles and software 2,207 172,534 Construction in progress - 58,046 2,598 781,947 Less: accumulated depreciation (2,586 ) (474,862 ) Property and equipment, net $ 12 $ 307,085 |
Activity in AROs | The AROs were recorded in Other non-current liabilities with a corresponding amount in Property and equipment, net. There were no AROs as of December 31, 2022. The activity in the AROs was as follows: Years Ended December 31, 2022 2021 Beginning balance $ 22,158 $ 23,593 Revisions in estimated cash flows - (2,011 ) Additional accruals 251 126 Foreign currency translation (1,206 ) (1,084 ) Accretion 550 1,773 Disposals - (239 ) Sale of operations (21,753 ) - Ending balance $ - $ 22,158 |
GOODWILL, LICENSE COSTS AND O_2
GOODWILL, LICENSE COSTS AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
GOODWILL, LICENSE COSTS AND OTHER INTANGIBLE ASSETS [Abstract] | |
Changes in Goodwill Balance | The following table summarizes the changes in the Company’s goodwill balance: December 31, 2022 December 31, 2021 Beginning balance $ 9,689 $ 10,223 Foreign currency adjustment (628 ) (534 ) Sale of operations (9,061 ) - Balance at the end of the year $ - $ 9,689 |
License Costs and Other Intangible Assets | There were no license costs and other intangible assets balances remaining as of December 31, 2022 due to the sale of operations in New Zealand and Bolivia in May 2022. The Company’s license costs and other intangible assets as of December 31, 2021 consisted of the following: As of December 31, 2021 Estimated Useful Lives Gross Carrying Amount Accumulated Amortization Net License costs 7 - $ 147,087 $ (85,813 ) $ 61,274 Subscriber relationships 7 years 12,781 (12,678 ) 103 Other 6 - 1,396 (1,396 ) - Total $ 161,264 $ (99,887 ) $ 61,377 |
EIP RECEIVABLES (Tables)
EIP RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
EIP RECEIVABLES [Abstract] | |
Summary of Unbilled EIP Receivables | There were no unbilled EIP receivables as of December 31, 2022. The following table summarizes the unbilled EIP receivables as of December 31, 2021: As of December 31, 2021 EIP receivables, gross $ 86,821 Unamortized imputed discount (4,080 ) EIP receivables, net of unamortized imputed discount $ 82,741 Allowance for doubtful accounts (6,541 ) EIP receivables, net $ 76,200 Classified on the balance sheet as: As of December 31, 2021 EIP receivables, net $ 41,663 Long-term EIP receivables 34,537 EIP receivables, net $ 76,200 |
Gross EIP Receivables by Credit Category | The balances of EIP receivables on a gross basis by credit category as of the period presented were as follows: As of December 31, 2021 Prime $ 68,761 Subprime 18,060 Total EIP receivables, gross $ 86,821 |
Changes in Carrying Amount of Unbilled EIP Receivables | The following table shows changes in the aggregate net carrying amount of the unbilled EIP receivables during the relevant periods: December 31, 2022 December 31, 2021 Beginning balance of EIP receivables, net $ 76,200 $ 80,790 Additions 30,461 83,846 Billings and payments (27,996 ) (77,573 ) Sales of EIP receivables (7,346 ) (6,796 ) Foreign currency translation (5,123 ) (4,737 ) Change in allowance for doubtful accounts and imputed discount 1,134 670 Sale of operations (67,330 ) - Total EIP receivables, net $ - $ 76,200 |
Summary of Impact of Sales of EIP receivables | The following table summarizes the impact of the sales of EIP receivables in the years ended December 31, 2022 and 2021: December 31, 2022 December 31, 2021 EIP receivables derecognized $ 7,346 $ 6,796 Cash proceeds (6,758 ) (5,978 ) Reversal of unamortized imputed discount (436 ) (436 ) Reversal of allowance for doubtful accounts (439 ) (408 ) Pre-tax gain on sales of EIP receivables $ (287 ) $ (26 ) |
OTHER CURRENT LIABILITIES AND_2
OTHER CURRENT LIABILITIES AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
OTHER CURRENT LIABILITIES AND ACCRUED EXPENSES [Abstract] | |
OTHER CURRENT LIABILITIES AND ACCRUED EXPENSES | As of December 31, 2022 As of December 31, 2021 Payroll, severance and other employee benefits $ 6,779 $ 19,945 Value-added tax and other business taxes - 10,958 Dealer commissions and subsidies - 9,600 Income and withholding taxes - 8,977 Handset purchases - 4,416 Other 356 45,335 Other current liabilities and accrued expenses $ 7,135 $ 99,231 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | There were no assets measured at fair value on a recurring basis as of December 31, 2022. The following table presents liabilities measured at fair value on a recurring basis as of December 31, 2022: Fair Value Measurement as of December 31, 2022 Total Level 1 Level 2 Level 3 Liabilities: Forward exchange contracts $ 359 $ - $ 359 $ - Total liabilities $ 359 $ - $ 359 $ - The following table presents assets and liabilities measured at fair value on a recurring basis as of December 31, 2021: Fair Value Measurement as of December 31, 2021 Total Level 1 Level 2 Level 3 Assets: Interest rate swaps $ 2,765 $ - $ 2,765 $ - Total assets $ 2,765 $ - $ 2,765 $ - Liabilities: Forward exchange contracts $ 145 $ - $ 145 $ - Warrant liability 108 108 - - Interest rate swaps 135 - 135 - Options instruments classified as liability 2,620 - - 2,620 Total liabilities $ 3,008 $ 108 $ 280 $ 2,620 |
Carrying Amounts and Estimated Values of Total Debt | The Company did not have any debt balances as of December 31, 2022 and the carrying amounts and estimated fair values of our total debt as of December 31, 2021 were as follows: As of December 31, 2021 Carrying amount, excluding unamortized discount and deferred financing costs $ 675,448 Fair value $ 662,881 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
DEBT [Abstract] | |
Long-Term and Other Debt | There was no outstanding long-term debt and other debt as of December 31, 2022. The Company’s long-term and other debt as of December 31, 2021 consisted of the following: As of December 31, 2021 TISP 8.875 $ 367,707 TISP 10.0 51,000 New Zealand 2023 Senior Facilities Agreement 194,801 New Zealand EIP Receivables Financing Obligation 26,788 Bolivian Bond Debt 20,114 Bolivian 2023 Bank Loan 4,444 Bolivian Tower Transaction Financing Obligation 4,166 Bolivian 2022 Bank Loan 2,625 Other 3,803 675,448 Less: deferred financing costs (4,597 ) Less: unamortized discount (7,577 ) Total debt and financing lease liabilities 663,274 Less: current portion of debt and financing lease liabilities (31,589 ) Total long-term debt and financing lease liabilities $ 631,685 |
Supplemental Cash Flow Disclosure | Years Ended December 31, 2022 2021 2020 Interest paid, net of capitalized interest $ 22,882 $ 46,495 $ 40,315 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
DERIVATIVE FINANCIAL INSTRUMENTS [Abstract] | |
Summarized Financial Information for Derivative Financial Instruments | Summarized financial information for all of the aforementioned derivative financial instruments is shown below: Years Ended December 31, 2022 2021 2020 Non-cash gain (loss) from change in fair value recorded in Other, net $ 2,946 $ 4,762 $ (2,531 ) Net cash settlement $ 335 $ 1,700 $ 1,582 |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
EQUITY-BASED COMPENSATION [Abstract] | |
Outstanding Restricted Stock Units Activity | The following table provides the outstanding RSUs as of December 31, 2022 and the change in the period: RSUs Outstanding at December 31, 2021 4,816,540 Vested (4,816,540 ) Outstanding at December 31, 2022 - |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME [Abstract] | |
Summary of Components of Accumulated Other Comprehensive Income | A summary of the components of Accumulated other comprehensive income is presented below: Total Cumulative Foreign Currency Translation Adjustment Unrealized Gains and Losses on Derivatives and Short-term Investments December 31, 2020 $ 9,936 $ 9,935 $ 1 Other comprehensive loss (3,075 ) (3,075 ) - Unrealized net loss related to short-term investments (1 ) - (1 ) Net current period other comprehensive loss (3,076 ) (3,075 ) (1 ) December 31, 2021 $ 6,860 $ 6,860 $ - Other comprehensive loss (6,860 ) (6,860 ) - Net current period other comprehensive loss (6,860 ) (6,860 ) - December 31, 2022 $ - $ - $ - |
NONCONTROLLING INTERESTS IN C_2
NONCONTROLLING INTERESTS IN CONSOLIDATED SUBSIDIARIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
NONCONTROLLING INTERESTS IN CONSOLIDATED SUBSIDIARIES [Abstract] | |
Summary of Noncontrolling Interest | There were no noncontrolling interests as of December 31, 2022. The noncontrolling interests as of December 31, 2021 are summarized as follows: As of December 31, 2021 2degrees $ 39,393 NuevaTel (3,630 ) Salamanca Solutions International LLC (908 ) Noncontrolling interests $ 34,855 |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
REVENUE FROM CONTRACTS WITH CUSTOMERS [Abstract] | |
Disaggregation of Revenue by Category | The following table presents the disaggregated reported revenue by category: Year Ended December 31, 2022 New Zealand Bolivia Other Total Postpaid wireless service revenues $ 79,133 $ 17,426 $ - $ 96,559 Prepaid wireless service revenues 38,620 17,434 - 56,054 Fixed broadband service revenues (1) 40,356 2,142 - 42,498 Equipment sales 38,042 54 - 38,096 Other wireless service and other revenues (1) 2,909 2,313 88 5,310 Total revenues $ 199,060 $ 39,369 $ 88 $ 238,517 Year Ended December 31, 2021 New Zealand Bolivia Other Total Postpaid wireless service revenues $ 199,403 $ 54,019 $ - $ 253,422 Prepaid wireless service revenues 102,547 58,870 - 161,417 Fixed broadband service revenues (1) 106,478 5,064 - 111,542 Equipment sales 112,555 317 - 112,872 Other wireless service and other revenues (1) 7,633 6,361 317 14,311 Total revenues $ 528,616 $ 124,631 $ 317 $ 653,564 Year Ended December 31, 2020 New Zealand Bolivia Other Total Postpaid wireless service revenues $ 174,000 $ 69,835 $ - $ 243,835 Prepaid wireless service revenues 91,528 66,644 - 158,172 Fixed broadband service revenues (1) 83,545 3,085 - 86,630 Equipment sales 101,860 4,399 - 106,259 Other wireless service and other revenues (1) 7,925 7,038 440 15,403 Total revenues $ 458,858 $ 151,001 $ 440 $ 610,299 (1) Beginning in 2021, we replaced “Wireline” with “Fixed broadband” to describe the revenues associated with the Company’s fixed broadband product in New Zealand and Bolivia. As a result, fixed LTE service revenues were reclassified from Other wireless service and other revenues and were included as a component of Fixed broadband service revenues. |
Contract With Customer Asset | The following table represents changes in the contract assets balance: Contract Assets 2022 2021 Balance at January 1 $ 1,413 $ 1,494 Increase resulting from new contracts 2,897 1,747 Contract assets reclassified to a receivable or collected in cash (1,300 ) (1,780 ) Foreign currency translation (80 ) (48 ) Sale of operations (2,930 ) - Balance at December 31 $ - $ 1,413 |
Contract With Customer Liability | The following table represents changes in the contract liabilities deferred revenue balance: Deferred Revenue 2022 2021 Balance at January 1 $ 25,851 $ 27,386 Net increase in deferred revenue 21,194 24,725 Revenue recognized related to the balance existing at January 1 (23,633 ) (25,002 ) Foreign currency translation (879 ) (1,258 ) Sale of operations (22,533 ) - Balance at December 31 $ - $ 25,851 |
Capitalized Contract Cost | The following table represents changes in the contract costs balance: Contract Costs 2022 2021 Balance at January 1 $ 18,628 $ 19,586 Incremental costs of obtaining and contract fulfillment costs 4,936 17,284 Amortization and impairment included in operating costs (6,078 ) (17,373 ) Foreign currency translation (610 ) (869 ) Sale of operations (16,876 ) - Balance at December 31 $ - $ 18,628 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
EARNINGS PER SHARE [Abstract] | |
Components of Basic and Diluted Earnings Per Share | The components of basic and diluted earnings per share were as follows: Years Ended December 31, (in thousands, except per share amounts) 2022 2021 2020 Basic EPS: Numerator: Net income (loss) attributable to TIP Inc. $ 433,461 $ (144,689 ) $ (47,787 ) Denominator: Basic weighted average Common Shares outstanding 87,844,230 67,412,546 57,671,818 Net income (loss) per share: Basic $ 4.93 $ (2.15 ) $ (0.83 ) Diluted EPS: Numerator: Net income (loss) attributable to TIP Inc. $ 433,461 $ (144,689 ) $ (47,787 ) Denominator: Basic weighted average Common Shares outstanding 87,844,230 67,412,546 57,671,818 Effect of dilutive securities: Unvested weighted average RSUs 551,039 - - Diluted weighted average Common Shares outstanding 88,395,269 67,412,546 57,671,818 Net income (loss) per share: Diluted $ 4.90 $ (2.15 ) $ (0.83 ) |
Weighted Average Dilutive Effect of Common Shares were not included in Computation of Diluted Earnings Per Share | Th e following table indicates the weighted average dilutive effect of Common Shares that could have subsequently been issued. These Common Shares were not included in the computation of diluted earnings per share for the year ended December 31, 2022, 2021 and 2020 because the effect was either anti-dilutive or the conditions for vesting were not met. No amounts are shown for the year ended December 31, 2022 for warrants and Forfeitable Founders Shares as those were cancelled in the first quarter of 2022: Years Ended December 31, 2022 2021 2020 Class C Units - 17,928,140 26,429,030 Warrants - 13,402,685 13,402,685 Forfeitable Founders Shares - 1,675,336 1,675,336 Unvested RSUs - 4,236,995 2,922,854 Unvested Class C Units - - 48,033 Weighted average Common Shares excluded from calculation of diluted net income (loss) per share - 37,243,156 44,477,938 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
LEASES [Abstract] | |
Components of Lease Cost | The components of total lease cost, net consisted of the following: Years Ended December 31, Classification 2022 2021 2020 Operating lease cost: (1) Cost of service $ 9,473 $ 32,202 $ 30,397 Sales and marketing 937 2,697 2,555 General and administrative 1,409 4,785 3,748 $ 11,819 $ 39,684 $ 36,700 Financing lease cost: Amortization of ROU assets Depreciation, amortization and accretion 421 1,366 1,190 Interest on lease liabilities Interest expense 140 455 435 Total net lease cost $ 12,380 $ 41,505 $ 38,325 (1) Operating lease costs include short-term lease costs and variable costs. Short-term lease costs for the years ended December 31, 2022, 2021 and 2020 |
Balance Sheet Information Related to Leases | There were no lease assets or liabilities as of December 31, 2022. Balance sheet information related to leases as of December 31, 2021 consisted of the following: Classification As of December 31, 2021 Assets Operating Operating lease ROU assets, net $ 120,414 Financing Property and equipment, net 2,390 Total lease assets $ 122,804 Liabilities Current liabilities Operating Short-term operating lease liabilities $ 19,315 Financing Current portion of debt and financing lease liabilities 1,049 Long-term liabilities Operating Non-current operating lease liabilities 168,437 Financing Long-term debt and financing lease liabilities 2,756 Total lease liabilities $ 191,557 |
Cash Flow Information Related to Leases | The following table presents cash flow information for leases for the years ended December 31, 2022, 2021 and 2020: Years Ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases (1) $ 12,057 $ 13,707 $ 26,848 Operating cash flows for finance leases $ 140 $ 454 $ 435 Financing cash flows for finance leases $ 372 $ 1,526 $ 1,349 Supplemental lease cash flow disclosures Operating lease ROU assets obtained in exchange for new operating lease liabilities $ 817 $ 35,118 $ 10,018 (1) Amount for the year ended December 31, 2021 includes receipt of certain lease incentives. |
Weighted-Average Remaining Lease Term and Weighted-Average Discount Rate | As a result of the sale of our operations in the second quarter of 2022, there were no remaining leases outstanding at December 31, 2022 and the weighted-average remaining lease term and the weighted-average discount rate of our leases at December 31, 2021 are as follows: As of December 31, 2021 Weighted-average remaining lease term (years) Operating leases 9 Finance leases 6 Weighted-average discount rate Operating leases 7.3 % Finance leases 10.5 % |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES [Abstract] | |
Components of Income (Loss) Before Income Taxes | For financial reporting purposes, income (loss) before income taxes includes the following components: Years Ended December 31, 2022 2021 2020 Canada $ (1,294 ) $ (870 ) $ (514 ) United States 423,920 (76,154 ) (45,834 ) Foreign 25,881 (106,806 ) (10,247 ) Income (loss) before income taxes $ 448,507 $ (183,830 ) $ (56,595 ) |
Income Tax Expense (Benefit) Includes Income and Withholding Taxes | Income tax expense (benefit) includes income and withholding taxes incurred in the following jurisdictions: Years Ended December 31, 2022 2021 2020 Current: Canada $ - $ - $ - United States 69 286 275 Foreign 10,973 5,945 7,520 11,042 6,231 7,795 Deferred: Canada $ - $ - $ - United States - - - Foreign 426 4,311 15,297 426 4,311 15,297 Total income tax expense $ 11,468 $ 10,542 $ 23,092 |
Reconciliation Between Income Tax Expense from Continuing Operations | The reconciliation between income tax expense from continuing operations and the income tax expense (benefit) that results from applying the Canadian federal statutory rate of 25% to consolidated pre-tax earnings is as follows: Years Ended December 31, 2022 2021 2020 Income tax expense (benefit) at Canadian federal rate $ 112,127 $ (45,958 ) $ (14,149 ) Earnings attributable to non-tax paying entities - 3,438 3,650 Foreign rate differential (15,843 ) 3,814 2,032 Change in valuation allowance 40,406 32,265 24,336 Effect of redemption of all outstanding Class C Units - 18,825 - Recognition of outside basis difference (125,851 ) - - Foreign withholding tax incurred 218 1,384 3,377 Withholding taxes on unrepatriated foreign earnings (298 ) (7,664 ) (6,149 ) Inflation adjustment (1,497 ) (2,374 ) (1,285 ) Permanent adjustments 702 4,154 2,959 Other - net 1,504 2,658 8,321 Total $ 11,468 $ 10,542 $ 23,092 |
Components of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities are as follows: December 31, 2022 December 31, 2021 Intangible assets $ - $ 11,346 Fixed assets - 19,510 Bad debt allowance - 9,067 NOL, foreign tax credit and capital loss carryforwards 59,613 41,423 Accrued liabilities 1,405 11,147 Excess business interest expense 7,197 1,322 Equity-based compensation - 4,324 Tower sale financing obligation - 1,067 Operating lease liability - 49,435 Other 121 5,787 Subtotal $ 68,336 $ 154,428 Less: valuation allowance (68,336 ) (89,155 ) Total net deferred tax assets $ - $ 65,273 Contract asset $ - $ (5,284 ) Right-of-use asset - (36,099 ) Withholding taxes on unrepatriated foreign earnings - (298 ) Total deferred tax liabilities $ - $ (41,681 ) Net deferred tax asset $ - $ 23,592 Classified on the balance sheet as: Deferred tax asset $ - $ 23,890 Deferred tax liability $ - $ (298 ) $ - $ 23,592 |
Open Tax Years by Jurisdiction | We are subject to taxation in New Zealand (in connection with the indemnification provisions in the Purchase Agreement), the United States and Canada. As of December 31, 2022, the following are the open tax years by jurisdiction: New Zealand 2017 2022 United States 2019 2022 Canada 2018 2022 |
Supplemental Cash Flow Disclosure | Supplemental Cash Flow Disclosure: Years Ended December 31, 2022 2021 2020 Income and withholding tax paid $ 6,135 $ 12,027 $ 16,019 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SEGMENT INFORMATION [Abstract] | |
Financial Information for Reportable Segments | The table below presents financial information for our reportable segments through the date of their dispositions and reconciles total Segment Adjusted EBITDA to Income (loss) before income taxes: Years Ended December 31, 2022 2021 2020 Revenues New Zealand $ 199,060 $ 528,616 $ 458,858 Bolivia 39,369 124,631 151,001 Unallocated Corporate & Eliminations 88 317 440 Total revenues $ 238,517 $ 653,564 $ 610,299 Segment Adjusted EBITDA New Zealand $ 51,530 $ 127,624 $ 111,446 Bolivia 209 (72 ) 6,613 Equity-based compensation (3,572 ) (3,407 ) (5,637 ) Transaction and other nonrecurring costs (10,609 ) (9,389 ) (2,360 ) Depreciation, amortization and accretion (18,418 ) (107,241 ) (106,971 ) Impairment of long-lived assets - (113,844 ) - Gain on sale of operations and (loss) gain on disposal of assets and sale-leaseback transaction 457,590 (1,094 ) 2,525 Interest expense (22,887 ) (53,713 ) (46,517 ) Change in fair value of warrant liability 105 55 (49 ) Debt extinguishment, modification and issuance costs (8,527 ) (7,016 ) - Other, net 15,418 (3,299 ) (4,611 ) Unallocated Corporate & Eliminations (12,332 ) (12,434 ) (11,034 ) Income (loss) before income taxes $ 448,507 $ (183,830 ) $ (56,595 ) Years Ended December 31, 2022 2021 2020 Depreciation, amortization and accretion New Zealand $ 14,124 $ 73,909 $ 64,635 Bolivia 4,286 33,313 41,907 Unallocated Corporate & Eliminations 8 19 429 Total depreciation, amortization and accretion $ 18,418 $ 107,241 $ 106,971 Capital expenditures New Zealand $ 30,499 $ 81,059 $ 65,060 Bolivia 1,930 11,761 12,251 Unallocated Corporate & Eliminations - 18 20 Total capital expenditures $ 32,429 $ 92,838 $ 77,331 Total assets New Zealand $ - $ 618,037 Bolivia - 183,403 Unallocated Corporate & Eliminations 40,640 2,427 Total assets $ 40,640 $ 803,867 |
Schedule of Revenues by Product or Service | The table below presents total revenues by product or service type for the years ended December 31, 2022, 2021 and 2020: New Zealand Bolivia Unallocated Corporate & Eliminations Total Year ended December 31, 2022 Wireless service revenues (1) $ 118,030 $ 36,722 $ - $ 154,752 Fixed broadband service revenues (1) 40,356 2,142 - 42,498 Equipment sales 38,042 54 - 38,096 Non-subscriber ILD and other revenues 2,632 451 88 3,171 Total revenues $ 199,060 $ 39,369 $ 88 $ 238,517 Year ended December 31, 2021 Wireless service revenues (1) $ 302,704 $ 117,571 $ - $ 420,275 Fixed broadband service revenues (1) 106,478 5,064 - 111,542 Equipment sales 112,555 317 - 112,872 Non-subscriber ILD and other revenues 6,879 1,679 317 8,875 Total revenues $ 528,616 $ 124,631 $ 317 $ 653,564 Year ended December 31, 2020 Wireless service revenues (1) $ 266,630 $ 141,735 $ - $ 408,365 Fixed broadband service revenues (1) 83,545 3,085 - 86,630 Equipment sales 101,860 4,399 - 106,259 Non-subscriber ILD and other revenues 6,823 1,782 440 9,045 Total revenues $ 458,858 $ 151,001 $ 440 $ 610,299 (1) Beginning in 2021, we replaced “Wireline” with “Fixed broadband” to describe the revenues associated with the Company’s fixed broadband product in New Zealand and Bolivia. As a result, fixed LTE service revenues were reclassified from Other wireless service and other revenues and were included as a component of Fixed broadband service revenues. |
DESCRIPTION OF BUSINESS, BASI_4
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Description of Business (Details) | 3 Months Ended |
Mar. 31, 2022 Segment | |
Description of Business [Abstract] | |
Number of reporting segments | 2 |
DESCRIPTION OF BUSINESS, BASI_5
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Basis of Presentation and Principles of Consolidation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Basis of Presentation and Principles of Consolidation [Abstract] | |||
Fixed long term evolution service revenues | $ 238,517 | $ 653,564 | $ 610,299 |
Fixed Broadband Service Revenues [Member] | |||
Basis of Presentation and Principles of Consolidation [Abstract] | |||
Fixed long term evolution service revenues | 42,498 | 111,542 | 86,630 |
Revenue Reclassification [Member] | Fixed Broadband Service Revenues [Member] | |||
Basis of Presentation and Principles of Consolidation [Abstract] | |||
Fixed long term evolution service revenues | $ 2,100 | $ 5,100 | $ 3,100 |
DESCRIPTION OF BUSINESS, BASI_6
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash, Cash Equivalents and Restricted Cash [Abstract] | ||||
Cash and cash equivalents | $ 25,067 | $ 53,486 | ||
Restricted cash | 0 | 1,524 | ||
Total cash, cash equivalents and restricted cash | $ 25,067 | $ 55,010 | $ 102,525 | $ 78,462 |
DESCRIPTION OF BUSINESS, BASI_7
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Accounts Receivable, EIP Receivables and Inventories (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, net [Abstract] | ||
Accounts receivable | $ 0 | $ 61,073 |
Allowance for doubtful accounts | 0 | 6,300 |
Inventories [Abstract] | ||
Inventory | $ 0 | 10,918 |
Local Interconnection and Telecom Cooperative [Member] | ||
Accounts Receivable, net [Abstract] | ||
Accounts receivable | $ 14,900 | |
2degrees [Member] | Equipment Installment Plan [Member] | New Zealand [Member] | Maximum [Member] | ||
EIP Receivables [Abstract] | ||
Installment period for handsets | 36 months |
DESCRIPTION OF BUSINESS, BASI_8
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment [Abstract] | |||
Capitalized interest | $ 0.1 | $ 0.9 | $ 0.8 |
Buildings [Member] | |||
Property and Equipment [Abstract] | |||
Property and equipment, useful life | 40 years | ||
Wireless Communications Systems [Member] | Minimum [Member] | |||
Property and Equipment [Abstract] | |||
Property and equipment, useful life | 2 years | ||
Wireless Communications Systems [Member] | Maximum [Member] | |||
Property and Equipment [Abstract] | |||
Property and equipment, useful life | 20 years | ||
Furniture, Equipment, Vehicles and Software [Member] | Minimum [Member] | |||
Property and Equipment [Abstract] | |||
Property and equipment, useful life | 2 years | ||
Furniture, Equipment, Vehicles and Software [Member] | Maximum [Member] | |||
Property and Equipment [Abstract] | |||
Property and equipment, useful life | 17 years |
DESCRIPTION OF BUSINESS, BASI_9
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, License Costs and Other Intangible Assets (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
License Costs [Member] | Minimum [Member] | ||
License Costs and Other Intangible Assets [Abstract] | ||
Estimated useful life | 7 years | 7 years |
License Costs [Member] | Maximum [Member] | ||
License Costs and Other Intangible Assets [Abstract] | ||
Estimated useful life | 20 years | 20 years |
Subscriber Relationships [Member] | ||
License Costs and Other Intangible Assets [Abstract] | ||
Estimated useful life | 7 years | 7 years |
DESCRIPTION OF BUSINESS, BAS_10
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Impairment of Long-Lived Assets and Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Impairment of Long-Lived Assets [Abstract] | |||
Impairment charges | $ 0 | $ 113,844 | $ 0 |
Deferred tax asset offset by full valuation allowance | 68,336 | 89,155 | |
Income tax (expense) benefit | (11,468) | (10,542) | (23,092) |
Goodwill [Abstract] | |||
Goodwill | 0 | 9,689 | $ 10,223 |
NuevaTel [Member] | Asset General Impairment [Member] | |||
Impairment of Long-Lived Assets [Abstract] | |||
Deferred tax asset offset by full valuation allowance | 28,500 | ||
Income tax (expense) benefit | $ 5,200 | ||
Property and Equipment [Member] | |||
Impairment of Long-Lived Assets [Abstract] | |||
Impairment charges | 42,200 | ||
Operating Lease Right of use Assets [Member] | |||
Impairment of Long-Lived Assets [Abstract] | |||
Impairment charges | 48,500 | ||
License Costs and Other Intangible Assets [Member] | |||
Impairment of Long-Lived Assets [Abstract] | |||
Impairment charges | 18,800 | ||
Other Assets [Member] | |||
Impairment of Long-Lived Assets [Abstract] | |||
Impairment charges | $ 4,300 |
DESCRIPTION OF BUSINESS, BAS_11
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cloud Computing Arrangements that are Service Contracts, Derivative Instruments and Hedging Activities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities [Abstract] | |||
Derivative instruments were designated for hedge accounting | $ 0 | $ 0 | |
Deferred Implementation Cost [Member] | |||
Cloud computing arrangements that are service contracts [Abstract] | |||
Amortization expense for implementation costs | 0.7 | 2 | $ 0 |
Other Assets [Member] | |||
Cloud computing arrangements that are service contracts [Abstract] | |||
Deferred implementation costs | $ 0 | $ 9.7 |
DESCRIPTION OF BUSINESS, BAS_12
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Warrant Liability (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Warrant Liability [Abstract] | ||
Warrants outstanding | $ 0 | |
Warrant liability | $ 0.1 | |
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities and Other Liabilities |
DESCRIPTION OF BUSINESS, BAS_13
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Revenue Recognition, Advertising Costs and Defined Contribution Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Advertising Costs [Abstract] | |||
Advertising expense | $ 4.8 | $ 19.7 | $ 16.8 |
Defined Contribution Plan [Abstract] | |||
Defined contribution plan contributions by the company | $ 0.1 | $ 0.1 | $ 0.1 |
Postpaid Wireless [Member] | Minimum [Member] | |||
Revenue Recognition [Abstract] | |||
Service contract term | 1 month | ||
Postpaid Wireless [Member] | Maximum [Member] | |||
Revenue Recognition [Abstract] | |||
Service contract term | 2 years | ||
Fixed Broadband Service Revenues [Member] | Minimum [Member] | |||
Revenue Recognition [Abstract] | |||
Service contract term | 1 month | ||
Fixed Broadband Service Revenues [Member] | Maximum [Member] | |||
Revenue Recognition [Abstract] | |||
Service contract term | 3 years |
SALE OF OPERATIONS, 2degrees -
SALE OF OPERATIONS, 2degrees - New Zealand Segment (Details) $ in Thousands, $ in Millions | May 19, 2022 USD ($) | May 19, 2022 NZD ($) | Dec. 31, 2022 USD ($) | May 19, 2022 NZD ($) | May 18, 2022 | Dec. 31, 2021 USD ($) | Dec. 31, 2021 NZD ($) |
Disposal Group, Including Discontinued Operation, Income Statement, Balance Sheet and Additional Disclosures [Abstract] | |||||||
Escrow consideration | $ 14,115 | $ 0 | |||||
2degrees [Member] | |||||||
Disposal Group, Including Discontinued Operation, Income Statement, Balance Sheet and Additional Disclosures [Abstract] | |||||||
Percentage of equity interest available for sale | 100% | 100% | |||||
Equity value | $ 1,315 | ||||||
Ownership percentage | 73.20% | ||||||
Percentage of equity interest sold | 73.20% | 73.20% | |||||
Net consideration | $ 600,723 | $ 930 | |||||
Adjustments | 21,000 | $ 33 | |||||
Escrow consideration | $ 22 | ||||||
Gain on sale of operation | $ 443,251 |
SALE OF OPERATIONS, Computation
SALE OF OPERATIONS, Computation Gain on Sale of 2degrees (Details) $ in Thousands, $ in Millions | 12 Months Ended | |||||||
May 19, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | May 19, 2022 NZD ($) | Mar. 31, 2022 | May 06, 2021 | Oct. 31, 2020 | |
Disposal Group, Including Discontinued Operation, Income Statement, Balance Sheet and Additional Disclosures [Abstract] | ||||||||
Carrying amount of noncontrolling interests | $ 0 | $ 34,855 | ||||||
Accumulated other comprehensive loss attributable to TIP Inc. | (6,860) | (3,076) | ||||||
Income (loss) before income taxes | 448,507 | (183,830) | $ (56,595) | |||||
Remaining indebtedness outstanding | $ 0 | 31,589 | ||||||
Bridge Loans [Member] | ||||||||
Disposal Group, Including Discontinued Operation, Income Statement, Balance Sheet and Additional Disclosures [Abstract] | ||||||||
Debt instrument, interest rate | 13.50% | 13.50% | ||||||
8.875% Senior Secured Notes Due 2023, 10% Promissory Notes Due 2023 and 13.5% Bridge Loans Due 2023 [Member] | ||||||||
Disposal Group, Including Discontinued Operation, Income Statement, Balance Sheet and Additional Disclosures [Abstract] | ||||||||
Prepayment of aggregate outstanding indebtedness and accrued interest | $ 450,000 | |||||||
Remaining indebtedness outstanding | 0 | |||||||
8.875% Senior Secured Notes Due 2023 [Member] | ||||||||
Disposal Group, Including Discontinued Operation, Income Statement, Balance Sheet and Additional Disclosures [Abstract] | ||||||||
Debt instrument, interest rate | 8.875% | 8.875% | ||||||
TISP 10.0% Notes [Member] | ||||||||
Disposal Group, Including Discontinued Operation, Income Statement, Balance Sheet and Additional Disclosures [Abstract] | ||||||||
Debt instrument, interest rate | 10% | 10% | 10% | |||||
New Zealand [Member] | ||||||||
Disposal Group, Including Discontinued Operation, Income Statement, Balance Sheet and Additional Disclosures [Abstract] | ||||||||
Income before income taxes attributable to TIP | $ 25,900 | 24,500 | 12,800 | |||||
New Zealand [Member] | Operating Segments [Member] | ||||||||
Disposal Group, Including Discontinued Operation, Income Statement, Balance Sheet and Additional Disclosures [Abstract] | ||||||||
Income (loss) before income taxes | $ 35,400 | $ 42,500 | $ 25,400 | |||||
2degrees [Member] | ||||||||
Current Assets [Abstract] | ||||||||
Cash, cash equivalents and restricted cash | 39,090 | |||||||
Accounts receivable, net | 37,876 | |||||||
Inventory | 10,222 | |||||||
Prepaid expenses and other current assets | 29,097 | |||||||
Total current assets | 151,530 | |||||||
Property and equipment, net | 261,894 | |||||||
Operating lease right-of-use assets, net | 62,758 | |||||||
License costs, goodwill and other intangible assets, net | 33,118 | |||||||
Deferred income taxes | 21,882 | |||||||
Other assets | 37,232 | |||||||
Total assets | 599,467 | |||||||
Current Liabilities [Abstract] | ||||||||
Accounts payable | 4,231 | |||||||
Construction accounts payable | 11,750 | |||||||
Current portion of debt and financing lease liabilities | 205,493 | |||||||
Customer deposits and unearned revenue | 20,611 | |||||||
Short-term operating lease liabilities | 8,338 | |||||||
Other current liabilities and accrued expenses | 64,787 | |||||||
Total current liabilities | 315,210 | |||||||
Long-term debt and financing lease liabilities | 395 | |||||||
Non-current operating lease liabilities | 68,172 | |||||||
Other non-current liabilities | 18,327 | |||||||
Total liabilities | 402,104 | |||||||
Net assets sold | 197,363 | |||||||
Disposal Group, Including Discontinued Operation, Income Statement, Balance Sheet and Additional Disclosures [Abstract] | ||||||||
Net consideration | 600,723 | $ 930 | ||||||
Less: Net assets sold | (197,363) | |||||||
Carrying amount of noncontrolling interests | 42,709 | |||||||
Accumulated other comprehensive loss attributable to TIP Inc. | (2,818) | |||||||
Gain on sale of operation | 443,251 | |||||||
2degrees [Member] | Current Assets [Member] | ||||||||
Current Assets [Abstract] | ||||||||
EIP receivables, net | 35,245 | |||||||
2degrees [Member] | Noncurrent Assets [Member] | ||||||||
Current Assets [Abstract] | ||||||||
EIP receivables, net | $ 31,053 |
SALE OF OPERATIONS, NuevaTel -
SALE OF OPERATIONS, NuevaTel - Bolivia Segment (Details) - NuevaTel [Member] - USD ($) $ in Thousands | May 14, 2022 | Mar. 28, 2022 |
Disposal Group, Including Discontinued Operation, Income Statement, Balance Sheet and Additional Disclosures [Abstract] | ||
Ownership percentage | 71.50% | |
Gain on sale of operation | $ 14,454 | |
Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain Loss On Disposal Of Assets and Sale lease back Transaction |
SALE OF OPERATIONS, Computati_2
SALE OF OPERATIONS, Computation of Gain on Sale of NuevaTel (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
May 14, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disposal Group, Including Discontinued Operation, Income Statement, Balance Sheet and Additional Disclosures [Abstract] | ||||
Loss before income taxes | $ 448,507 | $ (183,830) | $ (56,595) | |
Carrying amount of noncontrolling interests | 0 | (34,855) | ||
Bolivia [Member] | ||||
Disposal Group, Including Discontinued Operation, Income Statement, Balance Sheet and Additional Disclosures [Abstract] | ||||
Loss before income taxes attributable to TIP | (6,800) | (100,200) | (17,600) | |
Operating Segments [Member] | Bolivia [Member] | ||||
Disposal Group, Including Discontinued Operation, Income Statement, Balance Sheet and Additional Disclosures [Abstract] | ||||
Loss before income taxes | $ (9,500) | $ (149,300) | $ (35,700) | |
NuevaTel [Member] | ||||
Current Assets [Abstract] | ||||
Cash, cash equivalents and restricted cash | $ 11,944 | |||
Accounts receivable and EIP receivables, net | 24,486 | |||
Inventory | 1,497 | |||
Prepaid expenses and other current assets | 12,041 | |||
Total current assets | 49,968 | |||
Property and equipment, net | 38,092 | |||
Operating lease right-of-use assets, net | 50,612 | |||
License costs and other intangible assets, net | 33,700 | |||
Other assets | 6,356 | |||
Total assets | 178,728 | |||
Current Liabilities [Abstract] | ||||
Accounts payable | 17,110 | |||
Construction accounts payable | 2,275 | |||
Current portion of debt and financing lease liabilities | 23,989 | |||
Customer deposits and unearned revenue | 1,922 | |||
Short-term operating lease liabilities | 10,555 | |||
Other current liabilities and accrued expenses | 42,031 | |||
Total current liabilities | 97,882 | |||
Long-term debt and financing lease liabilities | 8,190 | |||
Non-current operating lease liabilities | 89,210 | |||
Other non-current liabilities | 4,646 | |||
Total liabilities | 199,928 | |||
Net liabilities sold | (21,200) | |||
Disposal Group, Including Discontinued Operation, Income Statement, Balance Sheet and Additional Disclosures [Abstract] | ||||
Net consideration | 0 | |||
Add: Net liabilities sold | 21,200 | |||
Carrying amount of noncontrolling interests | (6,746) | |||
Gain on sale of operation | $ 14,454 |
SALE OF OPERATIONS, Activities,
SALE OF OPERATIONS, Activities, Acceleration of Equity Compensation Vesting, and Tax Impacts of Transactions (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 19, 2022 | |
Disposal Group, Including Discontinued Operation, Income Statement, Balance Sheet and Additional Disclosures [Abstract] | |||||
Accrued severance costs | $ 5.1 | ||||
General and Administrative Expenses [Member] | |||||
Disposal Group, Including Discontinued Operation, Income Statement, Balance Sheet and Additional Disclosures [Abstract] | |||||
Severance benefits | $ 6.5 | ||||
2degrees [Member] | |||||
Disposal Group, Including Discontinued Operation, Income Statement, Balance Sheet and Additional Disclosures [Abstract] | |||||
Unrecognized compensation costs | $ 3 | ||||
Service-based share options vested (in shares) | 25.7 | ||||
2degrees and NuevaTel [Member] | |||||
Disposal Group, Including Discontinued Operation, Income Statement, Balance Sheet and Additional Disclosures [Abstract] | |||||
Professional fees | $ 2 | ||||
Transaction costs | $ 0 | $ 0 |
PROPERTY AND EQUIPMENT, Propert
PROPERTY AND EQUIPMENT, Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment, Net [Abstract] | |||
Property and equipment, gross | $ 2,598 | $ 781,947 | |
Less: accumulated depreciation | (2,586) | (474,862) | |
Property and equipment, net | 12 | 307,085 | |
Depreciation expense | 15,900 | 95,000 | $ 93,600 |
Impairment to property and equipment, net | 42,200 | ||
Other Assets [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Advances to equipment vendors | 0 | 2,600 | |
Land, Buildings and Improvements [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and equipment, gross | 391 | 14,381 | |
Wireless Communication Systems [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and equipment, gross | 0 | 536,986 | |
Furniture, Equipment, Vehicles and Software [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and equipment, gross | 2,207 | 172,534 | |
Construction in Progress [Member] | |||
Property, Plant and Equipment, Net [Abstract] | |||
Property and equipment, gross | $ 0 | $ 58,046 |
PROPERTY AND EQUIPMENT, NuevaTe
PROPERTY AND EQUIPMENT, NuevaTel Agreement (Details) $ in Thousands | 12 Months Ended | |||||
Jul. 31, 2020 USD ($) Tower | Dec. 31, 2022 USD ($) Tower | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) Tower | Feb. 28, 2019 Tower | |
Property, Plant and Equipment, Net [Abstract] | ||||||
Proceeds from sale-leaseback transaction within investing activities | $ 5,800 | |||||
Loss (gain) on disposal of assets and sale-leaseback transaction | $ 457,590 | $ (1,094) | 2,525 | |||
Outstanding debt | 675,448 | |||||
NuevaTel [Member] | ||||||
Property, Plant and Equipment, Net [Abstract] | ||||||
Number of network towers covered under sale and leaseback | Tower | 608 | |||||
Cash consideration | $ 95,300 | |||||
Loss (gain) on disposal of assets and sale-leaseback transaction | $ 5,600 | |||||
Outstanding debt | $ 4,200 | |||||
Outstanding balance of deferred gain | $ 55,100 | |||||
NuevaTel [Member] | Sale-Leaseback Transaction, Tranche One [Member] | ||||||
Property, Plant and Equipment, Net [Abstract] | ||||||
Number of network towers covered under sale and leaseback | Tower | 574 | |||||
Cash consideration | $ 89,500 | |||||
NuevaTel [Member] | Sale-Leaseback Transaction, Tranche Two [Member] | ||||||
Property, Plant and Equipment, Net [Abstract] | ||||||
Number of network towers covered under sale and leaseback | Tower | 34 | |||||
Cash consideration | $ 5,800 | |||||
NuevaTel [Member] | Maximum [Member] | ||||||
Property, Plant and Equipment, Net [Abstract] | ||||||
Number of network towers available for sale under sale and leaseback | Tower | 651 | |||||
NuevaTel [Member] | Capital Lease [Member] | ||||||
Property, Plant and Equipment, Net [Abstract] | ||||||
Outstanding balance of deferred gain | $ 1,000 |
PROPERTY AND EQUIPMENT, Activit
PROPERTY AND EQUIPMENT, Activity in AROs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Asset Retirement Obligation [Abstract] | ||
Beginning balance | $ 22,158 | $ 23,593 |
Revisions in estimated cash flows | 0 | (2,011) |
Additional accruals | 251 | 126 |
Foreign currency translation | (1,206) | (1,084) |
Accretion | 550 | 1,773 |
Disposals | 0 | (239) |
Sale of operations | (21,753) | 0 |
Ending balance | 0 | 22,158 |
Assets, net of accumulated depreciation, related to AROs | $ 0 | $ 2,300 |
PROPERTY AND EQUIPMENT, Supplem
PROPERTY AND EQUIPMENT, Supplemental Cash Flow Disclosure (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental Cash Flow Disclosure [Abstract] | |||
Property and equipment acquired through current and long-term debt | $ 0 | $ 0.3 | $ 1.8 |
Net change in current and long- term construction accounts payables | $ 7.5 | $ (4.2) | $ 10.4 |
GOODWILL, LICENSE COSTS AND O_3
GOODWILL, LICENSE COSTS AND OTHER INTANGIBLE ASSETS, Changes in Goodwill Balance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Changes in Goodwill Balance [Roll Forward] | ||
Beginning balance | $ 9,689 | $ 10,223 |
Foreign currency adjustment | (628) | (534) |
Sale of operations | (9,061) | 0 |
Balance at the end of the year | 0 | 9,689 |
Accumulated goodwill impairments | $ 0 | $ 0 |
GOODWILL, LICENSE COSTS AND O_4
GOODWILL, LICENSE COSTS AND OTHER INTANGIBLE ASSETS, License Costs and Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
License Costs And Other Intangible Assets [Abstract] | |||
Gross Carrying Amount | $ 161,264 | ||
Accumulated Amortization | (99,887) | ||
Total | 61,377 | ||
Amortization expense of license costs and other intangible assets | $ 1,900 | 10,500 | $ 11,800 |
Impairment to license costs and other intangible assets | $ 18,800 | ||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income | Impairment of long-lived assets | ||
License Costs [Member] | |||
License Costs And Other Intangible Assets [Abstract] | |||
Gross Carrying Amount | $ 147,087 | ||
Accumulated Amortization | (85,813) | ||
Total | $ 0 | $ 61,274 | |
License Costs [Member] | Minimum [Member] | |||
License Costs And Other Intangible Assets [Abstract] | |||
Estimated Useful Life | 7 years | 7 years | |
License Costs [Member] | Maximum [Member] | |||
License Costs And Other Intangible Assets [Abstract] | |||
Estimated Useful Life | 20 years | 20 years | |
Subscriber Relationships [Member] | |||
License Costs And Other Intangible Assets [Abstract] | |||
Estimated Useful Life | 7 years | 7 years | |
Gross Carrying Amount | $ 12,781 | ||
Accumulated Amortization | (12,678) | ||
Total | 103 | ||
Other [Member] | |||
License Costs And Other Intangible Assets [Abstract] | |||
Gross Carrying Amount | 1,396 | ||
Accumulated Amortization | (1,396) | ||
Total | $ 0 | $ 0 | |
Other [Member] | Minimum [Member] | |||
License Costs And Other Intangible Assets [Abstract] | |||
Estimated Useful Life | 6 years | ||
Other [Member] | Maximum [Member] | |||
License Costs And Other Intangible Assets [Abstract] | |||
Estimated Useful Life | 14 years |
EIP RECEIVABLES, EIP Receivable
EIP RECEIVABLES, EIP Receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable Financing [Abstract] | ||
EIP receivables, gross | $ 86,821 | |
2degrees [Member] | ||
Accounts Receivable Financing [Abstract] | ||
EIP receivables, gross | $ 85,000 | |
2degrees [Member] | New Zealand [Member] | Maximum [Member] | ||
Accounts Receivable Financing [Abstract] | ||
Installment Period for Wireless Subscribers | 36 months | |
NuevaTel [Member] | Bolivia [Member] | ||
Accounts Receivable Financing [Abstract] | ||
Installment Period for Wireless Subscribers | 18 months |
EIP RECEIVABLES, Summary of Unb
EIP RECEIVABLES, Summary of Unbilled EIP Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Unbilled EIP Receivables [Abstract] | |||
EIP receivables, gross | $ 86,821 | ||
Unamortized imputed discount | (4,080) | ||
EIP receivables, net of unamortized imputed discount | 82,741 | ||
Allowance for doubtful accounts | (6,541) | ||
EIP receivables, net | $ 0 | 41,663 | |
Long-term EIP receivables | 0 | 34,537 | |
EIP receivables, net | $ 0 | $ 76,200 | $ 80,790 |
EIP RECEIVABLES, Gross EIP Rece
EIP RECEIVABLES, Gross EIP Receivables by Credit Category (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Gross EIP Receivables by Credit Category [Abstract] | |
EIP receivables, gross | $ 86,821 |
EIP receivables weighted average imputed interest rate | 7.03% |
Prime [Member] | |
Gross EIP Receivables by Credit Category [Abstract] | |
EIP receivables, gross | $ 68,761 |
Subprime [Member] | |
Gross EIP Receivables by Credit Category [Abstract] | |
EIP receivables, gross | $ 18,060 |
EIP RECEIVABLES, Changes in Agg
EIP RECEIVABLES, Changes in Aggregate Net Carrying Amount of Unbilled EIP Receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
EIP RECEIVABLES [Abstract] | ||
Beginning balance | $ 76,200 | $ 80,790 |
Additions | 30,461 | 83,846 |
Billings and payments | (27,996) | (77,573) |
Sales of EIP receivables | (7,346) | (6,796) |
Foreign currency translation | (5,123) | (4,737) |
Change in allowance for doubtful accounts and imputed discount | 1,134 | 670 |
Sale of operations | (67,330) | 0 |
Ending balance | $ 0 | $ 76,200 |
EIP RECEIVABLES, Impact of the
EIP RECEIVABLES, Impact of the Sales of EIP Receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Financing Receivable, Sale and Reclassification to Held-for-Sale [Abstract] | ||
EIP receivables derecognized | $ 7,346 | $ 6,796 |
Cash proceeds | (6,758) | (5,978) |
Reversal of unamortized imputed discount | (436) | (436) |
Reversal of allowance for doubtful accounts | (439) | (408) |
Pre-tax gain on sales of EIP receivables | $ (287) | $ (26) |
EIP RECEIVABLES, EIP Receivab_2
EIP RECEIVABLES, EIP Receivables Financing (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
EIP Receivables Financing [Abstract] | ||
Unbilled EIP receivables | $ 0 | $ 41,663 |
Unbilled EIP receivables long term | 0 | 34,537 |
2degrees [Member] | Securitized receivable [Member] | ||
EIP Receivables Financing [Abstract] | ||
Unbilled EIP receivables | 0 | 21,900 |
Unbilled EIP receivables long term | 0 | 11,500 |
2degrees [Member] | Collateral Pledged [Member] | ||
EIP Receivables Financing [Abstract] | ||
Outstanding financing obligation | $ 0 | $ 26,800 |
OTHER CURRENT LIABILITIES AND_3
OTHER CURRENT LIABILITIES AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
OTHER CURRENT LIABILITIES AND ACCRUED EXPENSES [Abstract] | ||
Payroll, severance and other employee benefits | $ 6,779 | $ 19,945 |
Value-added tax and other business taxes | 0 | 10,958 |
Dealer commissions and subsidies | 0 | 9,600 |
Income and withholding taxes | 0 | 8,977 |
Handset purchases | 0 | 4,416 |
Other | 356 | 45,335 |
Other current liabilities and accrued expenses | $ 7,135 | $ 99,231 |
FAIR VALUE MEASUREMENTS, Assets
FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Transfers, Net [Abstract] | ||
Transfers out of Level 3 | $ 0 | $ 0 |
Recurring [Member] | ||
Assets [Abstract] | ||
Interest rate swaps | 2,765 | |
Total assets | 0 | 2,765 |
Liabilities [Abstract] | ||
Forward exchange contracts | 359 | 145 |
Warrant liability | 108 | |
Interest rate swaps | 135 | |
Options instruments classified as liability | 2,620 | |
Total liabilities | 359 | 3,008 |
Recurring [Member] | Level 1 [Member] | ||
Assets [Abstract] | ||
Interest rate swaps | 0 | |
Total assets | 0 | |
Liabilities [Abstract] | ||
Forward exchange contracts | 0 | 0 |
Warrant liability | 108 | |
Interest rate swaps | 0 | |
Options instruments classified as liability | 0 | |
Total liabilities | 0 | 108 |
Recurring [Member] | Level 2 [Member] | ||
Assets [Abstract] | ||
Interest rate swaps | 2,765 | |
Total assets | 2,765 | |
Liabilities [Abstract] | ||
Forward exchange contracts | 359 | 145 |
Warrant liability | 0 | |
Interest rate swaps | 135 | |
Options instruments classified as liability | 0 | |
Total liabilities | 359 | 280 |
Recurring [Member] | Level 3 [Member] | ||
Assets [Abstract] | ||
Interest rate swaps | 0 | |
Total assets | 0 | |
Liabilities [Abstract] | ||
Forward exchange contracts | 0 | 0 |
Warrant liability | 0 | |
Interest rate swaps | 0 | |
Options instruments classified as liability | 2,620 | |
Total liabilities | $ 0 | $ 2,620 |
FAIR VALUE MEASUREMENTS, Carryi
FAIR VALUE MEASUREMENTS, Carrying Amounts and Estimated Fair Values of Total Debt (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Carrying Amount [Member] | |
Carrying Amount and Estimated Fair Values of Total Debt [Abstract] | |
Total debt | $ 675,448 |
Fair Value [Member] | |
Carrying Amount and Estimated Fair Values of Total Debt [Abstract] | |
Total debt | $ 662,881 |
DEBT, Long-Term and Other Debt
DEBT, Long-Term and Other Debt (Details) $ in Thousands, $ in Millions | Dec. 31, 2022 USD ($) | Dec. 31, 2022 NZD ($) | Dec. 31, 2021 USD ($) | May 06, 2021 | Oct. 31, 2020 |
Long-Term Debt and Other Debt [Abstract] | |||||
Carrying amount, excluding unamortized discount and deferred financing costs | $ 675,448 | ||||
Less: deferred financing costs | $ 0 | (4,597) | |||
Less: unamortized discount | (7,577) | ||||
Total debt and financing lease liabilities | 663,274 | ||||
Less: current portion of debt and financing lease liabilities | 0 | (31,589) | |||
Total long-term debt and financing lease liabilities | $ 0 | 631,685 | |||
NuevaTel [Member] | |||||
Long-Term Debt and Other Debt [Abstract] | |||||
Carrying amount, excluding unamortized discount and deferred financing costs | 4,200 | ||||
TISP 8.875% Notes [Member] | |||||
Long-Term Debt and Other Debt [Abstract] | |||||
Carrying amount, excluding unamortized discount and deferred financing costs | 367,707 | ||||
Debt instrument, interest rate | 8.875% | 8.875% | 8.875% | ||
TISP 10.0% Notes [Member] | |||||
Long-Term Debt and Other Debt [Abstract] | |||||
Carrying amount, excluding unamortized discount and deferred financing costs | 51,000 | ||||
Debt instrument, interest rate | 10% | 10% | 10% | 10% | |
New Zealand 2023 Senior Facilities Agreement [Member] | 2degrees [Member] | New Zealand [Member] | |||||
Long-Term Debt and Other Debt [Abstract] | |||||
Carrying amount, excluding unamortized discount and deferred financing costs | $ 0 | 194,801 | |||
New Zealand EIP Receivables Financing Obligation [Member] | 2degrees [Member] | New Zealand [Member] | |||||
Long-Term Debt and Other Debt [Abstract] | |||||
Carrying amount, excluding unamortized discount and deferred financing costs | $ 0 | 26,788 | |||
Bolivian Bond Debt [Member] | NuevaTel [Member] | Bolivia [Member] | |||||
Long-Term Debt and Other Debt [Abstract] | |||||
Carrying amount, excluding unamortized discount and deferred financing costs | $ 0 | 20,114 | |||
Bank Term Loan Due 2023 [Member] | NuevaTel [Member] | Bolivia [Member] | |||||
Long-Term Debt and Other Debt [Abstract] | |||||
Carrying amount, excluding unamortized discount and deferred financing costs | 0 | 4,444 | |||
Bolivian Tower Transaction Financing Obligation [Member] | NuevaTel [Member] | |||||
Long-Term Debt and Other Debt [Abstract] | |||||
Carrying amount, excluding unamortized discount and deferred financing costs | 0 | ||||
Bolivian Tower Transaction Financing Obligation [Member] | NuevaTel [Member] | Bolivia [Member] | |||||
Long-Term Debt and Other Debt [Abstract] | |||||
Carrying amount, excluding unamortized discount and deferred financing costs | 4,166 | ||||
Bolivian 2022 Bank Loan [Member] | NuevaTel [Member] | |||||
Long-Term Debt and Other Debt [Abstract] | |||||
Carrying amount, excluding unamortized discount and deferred financing costs | $ 0 | ||||
Debt instrument, interest rate | 6% | 6% | |||
Bolivian 2022 Bank Loan [Member] | NuevaTel [Member] | Bolivia [Member] | |||||
Long-Term Debt and Other Debt [Abstract] | |||||
Carrying amount, excluding unamortized discount and deferred financing costs | 2,625 | ||||
Other Debt [Member] | |||||
Long-Term Debt and Other Debt [Abstract] | |||||
Carrying amount, excluding unamortized discount and deferred financing costs | $ 3,803 |
DEBT, TIP Inc. Bridge Loans (De
DEBT, TIP Inc. Bridge Loans (Details) - Bridge Loans [Member] $ in Millions | 1 Months Ended | ||
Jan. 31, 2022 USD ($) Shareholder | Dec. 31, 2022 | Mar. 31, 2022 USD ($) | |
Debt Instruments [Abstract] | |||
Number of principal shareholders | Shareholder | 3 | ||
Face amount | $ 10 | ||
Interest rate | 13.50% | 13.50% | |
Maximum [Member] | |||
Debt Instruments [Abstract] | |||
Face amount | $ 10 |
DEBT, TISP 8.875% Notes (Detail
DEBT, TISP 8.875% Notes (Details) $ in Thousands, $ in Millions | 12 Months Ended | ||||
Jun. 07, 2021 USD ($) | May 06, 2021 USD ($) | May 06, 2021 NZD ($) | Dec. 31, 2022 USD ($) | Oct. 31, 2020 USD ($) | |
Trilogy LLC 2022 Notes [Member] | |||||
Debt Instruments [Abstract] | |||||
Aggregate principal amount of notes | $ 350,000 | ||||
Debt instrument, interest rate | 8.875% | ||||
Debt instrument, notes exchanged | $ 346,100 | ||||
TISP 8.875% Notes [Member] | |||||
Debt Instruments [Abstract] | |||||
Aggregate principal amount of notes | 353,100 | ||||
Debt instrument, interest rate | 8.875% | 8.875% | |||
Debt instrument, exchange of principal amount | 1,020 | ||||
Debt instrument,, issued principal amount | $ 1,000 | ||||
Frequency of debt payment | semi-annually | ||||
Maturity date | May 15, 2023 | ||||
Debt instrument redemption percentage | 100% | 100% | |||
TISP 8.875% Notes [Member] | Minimum [Member] | |||||
Debt Instruments [Abstract] | |||||
Number of days of notice required to redeem notes | 30 days | ||||
TISP 8.875% Notes [Member] | Maximum [Member] | |||||
Debt Instruments [Abstract] | |||||
Number of days of notice required to redeem notes | 60 days | ||||
TISP 8.875% Notes [Member] | Backstop Holders [Member] | |||||
Debt Instruments [Abstract] | |||||
Aggregate principal amount of notes | $ 3,900 | ||||
Debt instrument, exchange of principal amount | 1,020 | ||||
Debt instrument,, issued principal amount | 1,000 | ||||
TISP 8.875% Notes [Member] | Current Debt Holders [Member] | |||||
Debt Instruments [Abstract] | |||||
Fees and expenses related to the debt offering | $ 1,900 | ||||
TISP 8.875% Notes [Member] | 2Degrees Liquidity Event [Member] | |||||
Debt Instruments [Abstract] | |||||
Additional notes to be issued, outstanding, percentage | 3% | 3% | |||
Debt instrument, increase in principal amount | $ 10,700 | ||||
Deferred finance costs and unamortized debt discount | $ 6,100 | ||||
TISP 8.875% Notes [Member] | 2Degrees Liquidity Event [Member] | Maximum [Member] | |||||
Debt Instruments [Abstract] | |||||
Net cash proceeds received retained upon liquidity events | $ 150 | ||||
TISP 10.0% Notes [Member] | |||||
Debt Instruments [Abstract] | |||||
Aggregate principal amount of notes | $ 50,000 | ||||
Debt instrument, interest rate | 10% | 10% | 10% | ||
Frequency of debt payment | semi-annually | ||||
Maturity date | May 15, 2023 | ||||
Deferred finance costs and unamortized debt discount | $ 2,400 |
DEBT, TISP 10.0% Notes (Details
DEBT, TISP 10.0% Notes (Details) - USD ($) | 12 Months Ended | |||||
Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 07, 2021 | May 06, 2021 | |
Debt Instruments [Abstract] | ||||||
Proceeds from debt, net of issuance discount and consent fees | $ 10,000,000 | $ 350,000,000 | $ 346,656,000 | |||
TISP 10.0% Notes [Member] | ||||||
Debt Instruments [Abstract] | ||||||
Aggregate principal amount | $ 50,000,000 | |||||
Debt instrument, interest rate | 10% | 10% | 10% | |||
Debt instrument, maturity date | May 15, 2023 | |||||
Frequency of notes payable | semi-annually | |||||
Debt Discount rate | 93.505% | |||||
Number of days of notice required | 3 days | |||||
Percentage of holders consenting on principal amount | 100% | |||||
Proceeds from debt, net of issuance discount and consent fees | $ 46,000,000 | |||||
Debt instrument, increase principal amount in consented amendments to notes per $1000 | 20 | |||||
Debt instrument, original principal amount required to increase principal consented amendments for $20.00 | 1,000 | |||||
Increase in aggregate principal amount | $ 1,000,000 | 51,000,000 | ||||
Deferred finance costs and unamortized debt discount | 2,400,000 | |||||
TISP 10.0% Notes [Member] | NuevaTel [Member] | Minimum [Member] | ||||||
Debt Instruments [Abstract] | ||||||
Consideration payable arising from sale of consolidated entity | $ 75,000,000 | |||||
TISP 8.875% Notes [Member] | ||||||
Debt Instruments [Abstract] | ||||||
Aggregate principal amount | $ 353,100,000 | |||||
Debt instrument, interest rate | 8.875% | 8.875% | ||||
Debt instrument, maturity date | May 15, 2023 | |||||
Frequency of notes payable | semi-annually |
DEBT, New Zealand 2023 Senior F
DEBT, New Zealand 2023 Senior Facilities Agreement (Details) $ in Thousands, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 NZD ($) | Dec. 31, 2021 USD ($) | |
Debt Instruments [Abstract] | ||
Outstanding debt | $ 675,448 | |
2degrees [Member] | New Zealand [Member] | ||
Debt Instruments [Abstract] | ||
Percentage of equity interest sold | 100% | |
New Zealand 2023 Senior Facilities Agreement [Member] | 2degrees [Member] | New Zealand [Member] | ||
Debt Instruments [Abstract] | ||
Borrowing capacity | $ 285 | |
Outstanding debt | $ 0 | $ 194,801 |
Commitment fee as a rate of the applicable margin on all undrawn and available commitments | 40% | |
New Zealand 2023 Senior Facilities Agreement [Member] | 2degrees [Member] | Working Capital Facility [Member] | New Zealand [Member] | ||
Debt Instruments [Abstract] | ||
Borrowing capacity | $ 20 | |
New Zealand 2023 Senior Facilities Agreement [Member] | 2degrees [Member] | Line of Credit Further Investments [Member] | New Zealand [Member] | ||
Debt Instruments [Abstract] | ||
Borrowing capacity | 30 | |
New Zealand 2023 Senior Facilities Agreement [Member] | 2degrees [Member] | Line of Credit, Available for Refinancing Older Facility [Member] | New Zealand [Member] | ||
Debt Instruments [Abstract] | ||
Borrowing capacity | 235 | |
Credit facility drawn | $ 250 | |
New Zealand 2023 Senior Facilities Agreement [Member] | Minimum [Member] | 2degrees [Member] | New Zealand Bank Bill Reference Rate [Member] | New Zealand [Member] | ||
Debt Instruments [Abstract] | ||
Variable interest rate | 2.40% | |
New Zealand 2023 Senior Facilities Agreement [Member] | Maximum [Member] | 2degrees [Member] | New Zealand Bank Bill Reference Rate [Member] | New Zealand [Member] | ||
Debt Instruments [Abstract] | ||
Variable interest rate | 3.80% |
DEBT, New Zealand EIP Receivabl
DEBT, New Zealand EIP Receivables Financing Obligation (Details) $ in Thousands, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 NZD ($) | Dec. 31, 2021 USD ($) | |
Debt Instruments [Abstract] | ||
Outstanding debt | $ 675,448 | |
New Zealand [Member] | 2degrees [Member] | ||
Debt Instruments [Abstract] | ||
Percentage of equity interest sold | 100% | |
EIP Receivables Financing Obligation [Member] | New Zealand [Member] | 2degrees [Member] | ||
Debt Instruments [Abstract] | ||
Borrowing capacity | $ 45.5 | |
Outstanding debt | $ 0 | $ 26,788 |
Commitment fee rate | 0.70% | |
EIP Receivables Financing Obligation [Member] | New Zealand Bank Bill Reference Rate [Member] | New Zealand [Member] | 2degrees [Member] | ||
Debt Instruments [Abstract] | ||
Variable interest rate | 3.55% |
DEBT, Bolivian Bond Debt (Detai
DEBT, Bolivian Bond Debt (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) Series | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Debt Instruments [Abstract] | ||||
Proceeds from debt | $ 10,000 | $ 350,000 | $ 346,656 | |
Outstanding debt | 675,448 | |||
NuevaTel [Member] | ||||
Debt Instruments [Abstract] | ||||
Outstanding debt | 4,200 | |||
Bolivian Bond Debt [Member] | Bolivia [Member] | NuevaTel [Member] | ||||
Debt Instruments [Abstract] | ||||
Face amount | $ 24,200 | |||
Open subscription process period | 90 days | |||
Proceeds from debt | $ 20,100 | |||
Number of series of bonds indebtedness | Series | 2 | |||
Outstanding debt | $ 0 | $ 20,114 | ||
Series A Bolivian Bond Debt [Member] | Bolivia [Member] | NuevaTel [Member] | ||||
Debt Instruments [Abstract] | ||||
Debt instrument, interest rate | 5.80% | |||
Series B Bolivian Bond Debt [Member] | Bolivia [Member] | NuevaTel [Member] | ||||
Debt Instruments [Abstract] | ||||
Debt instrument, interest rate | 6.50% | |||
Outstanding debt | $ 10,400 |
DEBT, Bolivian 2023 Bank Loan (
DEBT, Bolivian 2023 Bank Loan (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2018 | Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instruments [Abstract] | ||||
Outstanding debt | $ 675,448 | |||
NuevaTel [Member] | ||||
Debt Instruments [Abstract] | ||||
Percentage of equity interest sold | 100% | |||
Outstanding debt | 4,200 | |||
Bank Term Loan Due 2023 [Member] | Bolivia [Member] | NuevaTel [Member] | ||||
Debt Instruments [Abstract] | ||||
Aggregate principal amount of notes | $ 8,000 | |||
Frequency of debt payment | quarterly | |||
Outstanding debt | $ 0 | $ 4,444 | ||
Bank Term Loan Due 2023 [Member] | Bolivia [Member] | NuevaTel [Member] | First Year [Member] | ||||
Debt Instruments [Abstract] | ||||
Repayment as percentage of principal amount | 11% | |||
Bank Term Loan Due 2023 [Member] | Bolivia [Member] | NuevaTel [Member] | Second Year [Member] | ||||
Debt Instruments [Abstract] | ||||
Repayment as percentage of principal amount | 22.25% | |||
Bank Term Loan Due 2023 [Member] | Bolivia [Member] | NuevaTel [Member] | Third Year [Member] | ||||
Debt Instruments [Abstract] | ||||
Repayment as percentage of principal amount | 22.25% | |||
Bank Term Loan Due 2023 [Member] | Bolivia [Member] | NuevaTel [Member] | Fourth Year [Member] | ||||
Debt Instruments [Abstract] | ||||
Repayment as percentage of principal amount | 22.25% | |||
Bank Term Loan Due 2023 [Member] | Bolivia [Member] | NuevaTel [Member] | Fifth Year [Member] | ||||
Debt Instruments [Abstract] | ||||
Repayment as percentage of principal amount | 22.25% | |||
Bank Term Loan Due 2023 [Member] | Bolivia [Member] | NuevaTel [Member] | First Twenty Four Months [Member] | ||||
Debt Instruments [Abstract] | ||||
Fixed rate on debt | 7% | |||
Bank Term Loan Due 2023 [Member] | Bolivia [Member] | NuevaTel [Member] | After First Twenty Four Months [Member] | ||||
Debt Instruments [Abstract] | ||||
Variable interest rate | 5% |
DEBT, Bolivian Tower Transactio
DEBT, Bolivian Tower Transaction Financing Obligation (Details) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2022 USD ($) Tower | Jun. 30, 2022 | Dec. 31, 2021 USD ($) | Jul. 31, 2020 Tower | Dec. 31, 2019 Tower | Feb. 28, 2019 Tower | |
Debt Instruments [Abstract] | ||||||
Outstanding debt | $ 675,448 | |||||
NuevaTel [Member] | ||||||
Debt Instruments [Abstract] | ||||||
Number of network towers sold under sale and leaseback | Tower | 608 | |||||
Percentage of equity interest sold | 100% | |||||
Outstanding debt | $ 4,200 | |||||
Bolivian Tower Transaction Financing Obligation [Member] | NuevaTel [Member] | ||||||
Debt Instruments [Abstract] | ||||||
Number of network towers sold under sale and leaseback | Tower | 34 | 574 | ||||
ROU assets obtained in exchange for new finance lease liabilities | $ 12,100 | |||||
Outstanding debt | $ 0 | |||||
Bolivian Tower Transaction Financing Obligation [Member] | NuevaTel [Member] | Maximum [Member] | ||||||
Debt Instruments [Abstract] | ||||||
Number of network towers available for sale under sale and lease back transaction | Tower | 651 |
DEBT, Bolivian 2022 Bank Loan (
DEBT, Bolivian 2022 Bank Loan (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||||
Outstanding debt | $ 675,448 | |||
NuevaTel [Member] | ||||
Debt Instrument [Line Items] | ||||
Percentage of equity interest sold | 100% | |||
Outstanding debt | $ 4,200 | |||
Bolivian 2022 Bank Loan [Member] | NuevaTel [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 7,000 | |||
Frequency of periodic payments | quarterly | |||
Percentage of repayment of debt on each year | 25% | |||
Interest rate | 6% | |||
Outstanding debt | $ 0 |
DEBT, Interest Cost Incurred (D
DEBT, Interest Cost Incurred (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Interest Cost Incurred [Abstract] | |||
Interest cost incurred and expensed | $ 23 | $ 54.6 | $ 47.3 |
DEBT, Supplemental Cash Flow Di
DEBT, Supplemental Cash Flow Disclosure (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Disclosure [Abstract] | |||
Interest paid, net of capitalized interest | $ 22,882 | $ 46,495 | $ 40,315 |
DEBT, Deferred Financing Costs
DEBT, Deferred Financing Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Financing Costs [Abstract] | |||
Deferred financing costs | $ 0 | $ 4,597 | |
Interest Expense [Member] | |||
Deferred Financing Costs [Abstract] | |||
Amortization of deferred financing costs | $ 1,300 | $ 3,900 | $ 3,100 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS, Interest Rate Swaps (Details) - 12 months ended Dec. 31, 2022 - Interest Rate Swaps [Member] - 2degrees [Member] $ in Millions | NZD ($) | USD ($) |
Interest Rate Swaps [Abstract] | ||
Interest rate swap balance | $ 0 | |
Matured derivative notional amount | $ 10 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS, Summarized Financial Information for Derivative Financial Instruments (Details) - Interest Rate Swaps [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative, Fair Value [Abstract] | |||
Non-cash gain (loss) from change in fair value recorded in Other, net | $ 2,946 | $ 4,762 | $ (2,531) |
Net cash settlement | $ 335 | $ 1,700 | $ 1,582 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS, Forward Exchange Contract (Details) - Foreign Exchange Contract [Member] - 2degrees [Member] $ in Millions, $ in Millions | 12 Months Ended | ||||||
May 19, 2022 NZD ($) | May 19, 2022 USD ($) | Dec. 31, 2022 NZD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2022 | May 31, 2022 | |
Forward Exchange Contracts [Abstract] | |||||||
Foreign exchange sliding scale rates | 0.6677 | 0.6688 | |||||
Debt related obligations amount | $ 674 | $ 450 | |||||
Forward exchange contract balances | $ 0 | ||||||
Other, Net [Member] | |||||||
Forward Exchange Contracts [Abstract] | |||||||
Foreign exchange gain (loss) | $ 16.6 | ||||||
Sell NZD [Member] | |||||||
Forward Exchange Contracts [Abstract] | |||||||
Short-term forward exchange contracts | $ 20 | ||||||
Short-term forward exchange contracts, measured | $ 4.2 | ||||||
Buy USD [Member] | |||||||
Forward Exchange Contracts [Abstract] | |||||||
Short-term forward exchange contracts | $ 12.3 | ||||||
Short-term forward exchange contracts, measured | $ 3 |
EQUITY-BASED COMPENSATION, TIP
EQUITY-BASED COMPENSATION, TIP Inc. Restricted Share Units (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | |
2degrees Option Plans [Member] | ||||
Restricted Share Units [Abstract] | ||||
Unrecognized compensation costs | $ 3 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Restricted Share Units [Abstract] | ||||
Grant date fair value | $ 3 | $ 1.4 | ||
Grant date fair value (in dollars per share) | $ 1.14 | $ 0.84 | ||
Common stock shares vested (in shares) | 4,816,540 | |||
Restricted Stock Units (RSUs) [Member] | General and Administrative Expenses [Member] | ||||
Restricted Share Units [Abstract] | ||||
Share based compensation expense | $ 3.5 | $ 2.9 | $ 3.1 | |
Time Based Restricted Stock (RSUs) [Member] | ||||
Restricted Share Units [Abstract] | ||||
Common stock shares vested (in shares) | 4,618,163 | 1,028,661 | 735,479 | |
Issuance of shares related to RSUs, net of employee tax withholding (in shares) | 3,217,838 | 781,118 | 590,903 | |
Time Based Restricted Stock (RSUs) [Member] | Maximum [Member] | ||||
Restricted Share Units [Abstract] | ||||
Awards vesting period | 4 years | |||
Time Based Restricted Stock (RSUs) [Member] | Minimum [Member] | ||||
Restricted Share Units [Abstract] | ||||
Awards vesting period | 3 years | |||
Performance Based Restricted Stock Units (RSUs) [Member] | ||||
Restricted Share Units [Abstract] | ||||
Awards vesting period | 4 years | |||
Common stock shares vested (in shares) | 198,377 | 99,191 | 99,181 | |
Issuance of shares related to RSUs, net of employee tax withholding (in shares) | 133,855 | 80,923 | 83,779 |
EQUITY-BASED COMPENSATION, Outs
EQUITY-BASED COMPENSATION, Outstanding RSUs (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2022 shares | |
Outstanding RSUs [Roll Forward] | |
Outstanding, beginning balance (in shares) | 4,816,540 |
Vested (in shares) | (4,816,540) |
Outstanding, ending balance (in shares) | 0 |
EQUITY-BASED COMPENSATION, Rest
EQUITY-BASED COMPENSATION, Restricted Class C Units (Details) - Restricted Class C Units [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2016 | |
Restricted Share Units [Abstract] | |||
Restricted stock unit granted (in shares) | 192,130 | ||
Grant date fair value | $ 1.5 | ||
Vested period (in years) | 4 years | ||
Number of award vesting on each anniversary date (in shares) | 0.25 | ||
Restricted stock unit unvested (in shares) | 0 | ||
General and Administrative Expenses [Member] | |||
Restricted Share Units [Abstract] | |||
Share based compensation expense | $ 0.4 |
EQUITY-BASED COMPENSATION, 2deg
EQUITY-BASED COMPENSATION, 2degrees Option Plans (Details) - 2degrees Option Plans [Member] - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation [Abstract] | ||||
Options outstanding (in shares) | 0 | 25,675,000 | ||
Weighted average exercise price (in dollars per share) | $ 1.47 | |||
Options exercised (in shares) | 25,675,000 | |||
Options granted (in shares) | 0 | 0 | 0 | |
Intrinsic value of options exercised | $ 16.1 | |||
Equity-based compensation | $ 0.1 | $ 0.2 | $ 1.9 | |
Maximum [Member] | ||||
Share-Based Compensation [Abstract] | ||||
Service period | 3 years | |||
Employee Stock Option [Member] | ||||
Share-Based Compensation [Abstract] | ||||
Options with terms modified during the period (in shares) | 20,100,000 | |||
Modified options held by former employees were deemed to represent a liability (in shares) | 2,200,000 | |||
Options with modified terms that are previously classified as equity to liability | $ 1.4 | |||
Employee Stock Option [Member] | General and Administrative Expenses [Member] | ||||
Share-Based Compensation [Abstract] | ||||
Additional equity based compensation expense | 1.7 | |||
Employee Stock Option [Member] | Other Expense [Member] | ||||
Share-Based Compensation [Abstract] | ||||
Additional equity based compensation expense | $ 0.4 |
EQUITY, TIP Inc. Capital Struct
EQUITY, TIP Inc. Capital Structure (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2022 CAD ($) | Dec. 31, 2022 USD ($) Class shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Feb. 07, 2022 shares | |
TIP Inc. Capital Structure [Abstract] | ||||||
Number of classes of shares | Class | 2 | |||||
Common stock, shares outstanding (in shares) | 88,627,593 | 86,461,484 | ||||
Number of common shares issued in connection with vesting of RSUs (in shares) | 3,351,693 | |||||
Number of common shares issued in connection with settlement of DSUs (in shares) | 489,762 | |||||
Common stock votes per share | one vote for each share | |||||
Warrants outstanding (in shares) | 0 | 13,402,685 | ||||
Cash dividend paid to shareholders | $ 115,800,000 | $ 150 | ||||
Dividend paid per common share (in dollars per share) | $ / shares | $ 1.31 | |||||
Trilogy LLC's [Member] | ||||||
TIP Inc. Capital Structure [Abstract] | ||||||
Equity ownership percentage | 100% | |||||
New Island Cellular LLC [Member] | ||||||
TIP Inc. Capital Structure [Abstract] | ||||||
Aggregate principal amount | $ | $ 6,200,000 | |||||
Number of common shares issued in connection with redemption (in shares) | 2,129,623 | |||||
Cash dividend paid to shareholders | $ | $ 2,800,000 | |||||
Unspecified [Member] | ||||||
TIP Inc. Capital Structure [Abstract] | ||||||
Cash dividend paid to shareholders | $ | $ 0 | $ 0 | $ 0 | |||
Class C Units [Member] | ||||||
TIP Inc. Capital Structure [Abstract] | ||||||
Common stock votes per share | one vote per Class C Unit held | |||||
Forfeitable Founders Shares [Member] | ||||||
TIP Inc. Capital Structure [Abstract] | ||||||
Common shares forfeited (in shares) | 0 | 1,675,336 | ||||
Cancellation of common shares (in shares) | 10 |
EQUITY, Trilogy LLC Capital Str
EQUITY, Trilogy LLC Capital Structure (Details) | 12 Months Ended |
Dec. 31, 2022 Class shares | |
Trilogy LLC Capital Structure [Abstract] | |
Number of classes of units | Class | 2 |
Common stock votes per share | one vote for each share |
Trilogy LLC's [Member] | |
Trilogy LLC Capital Structure [Abstract] | |
Number of classes of units | Class | 3 |
Class B Units [Member] | Trilogy LLC's [Member] | |
Trilogy LLC Capital Structure [Abstract] | |
Common units outstanding (in shares) | shares | 88,627,593 |
Class C Units [Member] | |
Trilogy LLC Capital Structure [Abstract] | |
Common units outstanding (in shares) | shares | 0 |
Common stock votes per share | one vote per Class C Unit held |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income [Roll Forward] | ||
Beginning Balance | $ 6,860 | |
Other comprehensive loss | (6,860) | $ (3,075) |
Unrealized net loss related to short-term investments | (1) | |
Net current period other comprehensive loss | (6,860) | (3,076) |
Ending Balance | 0 | 6,860 |
AOCI Attributable to Parent [Member] | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Beginning Balance | 6,860 | 9,936 |
Ending Balance | 0 | 6,860 |
Cumulative Foreign Currency Translation Adjustment [Member] | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Beginning Balance | 6,860 | 9,935 |
Other comprehensive loss | (6,860) | (3,075) |
Unrealized net loss related to short-term investments | 0 | |
Net current period other comprehensive loss | (6,860) | (3,075) |
Ending Balance | 0 | 6,860 |
Unrealized Gains and Losses on Derivatives and Short-term Investments [Member] | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Beginning Balance | 0 | 1 |
Other comprehensive loss | 0 | 0 |
Unrealized net loss related to short-term investments | (1) | |
Net current period other comprehensive loss | 0 | (1) |
Ending Balance | $ 0 | $ 0 |
NONCONTROLLING INTERESTS IN C_3
NONCONTROLLING INTERESTS IN CONSOLIDATED SUBSIDIARIES, Summary of Noncontrolling Interests (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Noncontrolling Interests [Abstract] | ||
Noncontrolling interests | $ 0 | $ 34,855 |
2degrees [Member] | ||
Noncontrolling Interests [Abstract] | ||
Noncontrolling interests | 39,393 | |
NuevaTel [Member] | ||
Noncontrolling Interests [Abstract] | ||
Noncontrolling interests | (3,630) | |
Salamanca Solutions International LLC [Member] | ||
Noncontrolling Interests [Abstract] | ||
Noncontrolling interests | $ (908) |
NONCONTROLLING INTERESTS IN C_4
NONCONTROLLING INTERESTS IN CONSOLIDATED SUBSIDIARIES, Supplemental Cash Flow Disclosure (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Disclosure [Abstract] | |||
Dividends declared and paid | $ 0 | $ 5,673 | $ 11,680 |
2degrees [Member] | |||
Supplemental Cash Flow Disclosure [Abstract] | |||
Dividends declared and paid | 5,700 | 6,600 | |
NuevaTel [Member] | |||
Supplemental Cash Flow Disclosure [Abstract] | |||
Dividends declared and paid | $ 0 | $ 5,100 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS, Revenue from Contracts with Customers (Details) | 3 Months Ended |
Mar. 31, 2022 Segment | |
REVENUE FROM CONTRACTS WITH CUSTOMERS [Abstract] | |
Number of reportable segments | 2 |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS, Disaggregated Reported Revenue by Category (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Disaggregation of Revenue [Abstract] | ||||
Revenues | $ 238,517 | $ 653,564 | $ 610,299 | |
Postpaid Wireless [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 96,559 | 253,422 | 243,835 | |
Prepaid Wireless [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 56,054 | 161,417 | 158,172 | |
Fixed Broadband Service [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | [1] | 42,498 | 111,542 | 86,630 |
Equipment Sales [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 38,096 | 112,872 | 106,259 | |
Other Wireless Service And Other Revenues [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | [1] | 5,310 | 14,311 | 15,403 |
New Zealand [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 199,060 | 528,616 | 458,858 | |
New Zealand [Member] | Postpaid Wireless [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 79,133 | 199,403 | 174,000 | |
New Zealand [Member] | Prepaid Wireless [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 38,620 | 102,547 | 91,528 | |
New Zealand [Member] | Fixed Broadband Service [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | [1] | 40,356 | 106,478 | 83,545 |
New Zealand [Member] | Equipment Sales [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 38,042 | 112,555 | 101,860 | |
New Zealand [Member] | Other Wireless Service And Other Revenues [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | [1] | 2,909 | 7,633 | 7,925 |
Bolivia [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 39,369 | 124,631 | 151,001 | |
Bolivia [Member] | Postpaid Wireless [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 17,426 | 54,019 | 69,835 | |
Bolivia [Member] | Prepaid Wireless [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 17,434 | 58,870 | 66,644 | |
Bolivia [Member] | Fixed Broadband Service [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | [1] | 2,142 | 5,064 | 3,085 |
Bolivia [Member] | Equipment Sales [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 54 | 317 | 4,399 | |
Bolivia [Member] | Other Wireless Service And Other Revenues [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | [1] | 2,313 | 6,361 | 7,038 |
Other Country [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 88 | 317 | 440 | |
Other Country [Member] | Postpaid Wireless [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 0 | 0 | 0 | |
Other Country [Member] | Prepaid Wireless [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 0 | 0 | 0 | |
Other Country [Member] | Fixed Broadband Service [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | [1] | 0 | 0 | 0 |
Other Country [Member] | Equipment Sales [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | 0 | 0 | 0 | |
Other Country [Member] | Other Wireless Service And Other Revenues [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenues | [1] | $ 88 | $ 317 | $ 440 |
[1] Beginning in 2021, we replaced “Wireline” with “Fixed broadband” to describe the revenues associated with the Company’s fixed broadband product in New Zealand and Bolivia. As a result, fixed LTE service revenues were reclassified from Other wireless service and other revenues and were included as a component of Fixed broadband service revenues. |
REVENUE FROM CONTRACTS WITH C_5
REVENUE FROM CONTRACTS WITH CUSTOMERS, Changes in Contract Assets Balance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Change in Contract Assets [Abstract] | ||
Beginning balance | $ 1,413 | $ 1,494 |
Increase resulting from new contracts | 2,897 | 1,747 |
Contract assets reclassified to a receivable or collected in cash | (1,300) | (1,780) |
Foreign currency translation | (80) | (48) |
Sale of operations | (2,930) | 0 |
Ending balance | 0 | $ 1,413 |
Impairment charges | $ 0 |
REVENUE FROM CONTRACTS WITH C_6
REVENUE FROM CONTRACTS WITH CUSTOMERS, Changes in Contract Liabilities Deferred Revenue Balance (Details) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Change in Contract Liabilities Deferred Revenue [Abstract] | ||
Balance | $ 25,851 | $ 27,386 |
Net increase in deferred revenue | 21,194 | 24,725 |
Revenue recognized related to the balance existing at January 1 | (23,633) | (25,002) |
Foreign currency translation | (879) | (1,258) |
Sale of operations | (22,533) | 0 |
Balance | $ 0 | $ 25,851 |
REVENUE FROM CONTRACTS WITH C_7
REVENUE FROM CONTRACTS WITH CUSTOMERS, Contract Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Contract Costs [Abstract] | |||
Impairment losses recognized on capitalized contract | $ 0 | $ 1.5 | $ 1 |
Minimum [Member] | |||
Contract Costs [Abstract] | |||
Capitalized contract cost amortization period | 1 year | ||
Maximum [Member] | |||
Contract Costs [Abstract] | |||
Capitalized contract cost amortization period | 3 years | ||
Maximum [Member] | Accounting Standards Update 2014-09 [Member] | |||
Contract Costs [Abstract] | |||
Capitalized contract cost amortization period | 1 year |
REVENUE FROM CONTRACTS WITH C_8
REVENUE FROM CONTRACTS WITH CUSTOMERS, Changes in Contract Costs Balance (Details) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Changes in Contract Costs [Abstract] | ||
Balance | $ 18,628 | $ 19,586 |
Incremental costs of obtaining and contract fulfillment costs | 4,936 | 17,284 |
Amortization and impairment included in operating costs | (6,078) | (17,373) |
Foreign currency translation | (610) | (869) |
Sale of operations | (16,876) | 0 |
Balance | $ 0 | $ 18,628 |
EARNINGS PER SHARE- Components
EARNINGS PER SHARE- Components of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator [Abstract] | |||
Net income (loss) attributable to TIP Inc. | $ 433,461 | $ (144,689) | $ (47,787) |
Denominator [Abstract] | |||
Basic weighted average Common Shares outstanding (in shares) | 87,844,230 | 67,412,546 | 57,671,818 |
Net income (loss) per share [Abstract] | |||
Basic (in dollars per share) | $ 4.93 | $ (2.15) | $ (0.83) |
Effect of dilutive securities [Abstract] | |||
Unvested weighted average RSUs (in shares) | 551,039 | 0 | 0 |
Diluted weighted average Common Shares outstanding (in shares) | 88,395,269 | 67,412,546 | 57,671,818 |
Net income (loss) per share [Abstract] | |||
Diluted (in dollars per share) | $ 4.9 | $ (2.15) | $ (0.83) |
EARNINGS PER SHARE - Weighted A
EARNINGS PER SHARE - Weighted Average Dilutive Effect of Common Shares (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | |||
Weighted average Common Shares excluded from calculation of diluted net income (loss) per share (in shares) | 0 | 37,243,156 | 44,477,938 |
Class C Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | |||
Weighted average Common Shares excluded from calculation of diluted net income (loss) per share (in shares) | 0 | 17,928,140 | 26,429,030 |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | |||
Weighted average Common Shares excluded from calculation of diluted net income (loss) per share (in shares) | 0 | 13,402,685 | 13,402,685 |
Forfeitable Founders shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | |||
Weighted average Common Shares excluded from calculation of diluted net income (loss) per share (in shares) | 0 | 1,675,336 | 1,675,336 |
Unvested RSUs [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | |||
Weighted average Common Shares excluded from calculation of diluted net income (loss) per share (in shares) | 0 | 4,236,995 | 2,922,854 |
Unvested Class C Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | |||
Weighted average Common Shares excluded from calculation of diluted net income (loss) per share (in shares) | 0 | 0 | 48,033 |
LEASES, Components of Lease Cos
LEASES, Components of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Operating Lease Costs [Abstract] | ||||
Operating lease cost | [1] | $ 11,819 | $ 39,684 | $ 36,700 |
Finance Lease Costs [Abstract] | ||||
Total net lease cost | 12,380 | 41,505 | 38,325 | |
Short term lease costs | 2,400 | 7,100 | 5,900 | |
Cost of Service [Member] | ||||
Operating Lease Costs [Abstract] | ||||
Operating lease cost | [1] | 9,473 | 32,202 | 30,397 |
Sales and Marketing [Member] | ||||
Operating Lease Costs [Abstract] | ||||
Operating lease cost | [1] | 937 | 2,697 | 2,555 |
General and Administrative [Member] | ||||
Operating Lease Costs [Abstract] | ||||
Operating lease cost | [1] | 1,409 | 4,785 | 3,748 |
Depreciation Amortization and Accretion [Member] | ||||
Finance Lease Costs [Abstract] | ||||
Amortization of ROU assets | 421 | 1,366 | 1,190 | |
Interest Expense [Member] | ||||
Finance Lease Costs [Abstract] | ||||
Interest on lease liabilities | $ 140 | $ 455 | $ 435 | |
[1]Operating lease costs include short-term lease costs and variable costs. Short-term lease costs for the years ended December 31, 2022, 2021 and 2020 |
LEASES, Balance Sheet Informati
LEASES, Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | |
Assets [Abstract] | ||
Operating - Operating lease ROU assets, net | $ 120,414 | $ 0 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position | Operating - Operating lease ROU assets, net | |
Financing | $ 2,390 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position | Property and equipment, net | |
Total lease assets | $ 122,804 | |
Current Liabilities [Abstract] | ||
Operating - Short-term operating lease liabilities | $ 19,315 | 0 |
Operating Lease, Liability, Current, Statement of Financial Position | Operating - Short-term operating lease liabilities | |
Financing | $ 1,049 | |
Finance Lease, Liability, Current, Statement of Financial Position | Current portion of debt and financing lease liabilities | |
Long-term Liabilities [Abstract] | ||
Operating - Non-current operating lease liabilities | $ 168,437 | $ 0 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position | Operating - Non-current operating lease liabilities | |
Financing | $ 2,756 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position | Long-term debt and financing lease liabilities | |
Total lease liabilities | $ 191,557 | |
Impairment to operating lease ROU assets | $ 48,500 |
LEASES, Cash Flow Information f
LEASES, Cash Flow Information for Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Cash Paid for Amounts Included in Measurement of Lease Liabilities [Abstract] | ||||
Operating cash flows for operating leases | $ 12,057 | $ 13,707 | [1] | $ 26,848 |
Operating cash flows for finance leases | 140 | 454 | 435 | |
Financing cash flows for finance leases | 372 | 1,526 | 1,349 | |
Supplemental Lease Cash Flow Disclosures [Abstract] | ||||
ROU assets obtained in exchange for new operating lease liabilities | $ 817 | $ 35,118 | $ 10,018 | |
[1]Amount for the year ended December 31, 2021 includes receipt of certain lease incentives. |
LEASES, 2degrees (Details) (Det
LEASES, 2degrees (Details) (Details) - 2degrees [Member] $ in Millions, $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 NZD ($) | Dec. 31, 2021 USD ($) |
Building [Member] | |||
Operating Leases [Abstract] | |||
Lease term | 12 years | ||
Expected rent payments over the lease term | $ 68 | $ 46 | |
Data Center Lease [Member] | |||
Operating Leases [Abstract] | |||
Lease term | 20 years | ||
Expected rent payments over the lease term | $ 16.6 | $ 11.3 |
LEASES, Weighted-average Remain
LEASES, Weighted-average Remaining Lease Term and Weighted-average Discount Rate of Leases (Details) | Dec. 31, 2021 |
LEASES [Abstract] | |
Weighted- average remaining lease term - operating leases | 9 years |
Weighted- average remaining lease term - finance leases | 6 years |
Weighted- average discount rate - operating leases | 7.30% |
Weighted- average discount rate - finance leases | 10.50% |
COMMITMENTS AND CONTINGENCIES,
COMMITMENTS AND CONTINGENCIES, Commitments (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Contractual Obligations [Abstract] | |
Outstanding Commitments | $ 0 |
INCOME TAXES, Income (Loss) Bef
INCOME TAXES, Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loss Before Income Taxes [Abstract] | |||
United States | $ 423,920 | $ (76,154) | $ (45,834) |
Income (loss) before income taxes | 448,507 | (183,830) | (56,595) |
Canada [Member] | |||
Loss Before Income Taxes [Abstract] | |||
Foreign | (1,294) | (870) | (514) |
All Other Foreign [Member] | |||
Loss Before Income Taxes [Abstract] | |||
Foreign | $ 25,881 | $ (106,806) | $ (10,247) |
INCOME TAXES, Income Tax Expens
INCOME TAXES, Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current [Abstract] | |||
United States | $ 69 | $ 286 | $ 275 |
Current Income Tax Expense Total | 11,042 | 6,231 | 7,795 |
Deferred [Abstract] | |||
United states | 0 | 0 | 0 |
Deferred Income Tax Expense (Benefit) | 426 | 4,311 | 15,297 |
Total income tax expense | $ 11,468 | 10,542 | 23,092 |
United States [Member] | |||
Statutory Income Tax Rate [Abstract] | |||
Statutory income tax rate | 21% | ||
Canada [Member] | |||
Current [Abstract] | |||
Foreign | $ 0 | 0 | 0 |
Deferred [Abstract] | |||
Foreign | $ 0 | 0 | 0 |
Statutory Income Tax Rate [Abstract] | |||
Statutory income tax rate | 25% | ||
All Other Foreign [Member] | |||
Current [Abstract] | |||
Foreign | $ 10,973 | 5,945 | 7,520 |
Deferred [Abstract] | |||
Foreign | $ 426 | $ 4,311 | $ 15,297 |
2degrees [Member] | |||
Statutory Income Tax Rate [Abstract] | |||
Statutory income tax rate | 28% | ||
NuevaTel [Member] | |||
Statutory Income Tax Rate [Abstract] | |||
Statutory income tax rate | 25% |
INCOME TAXES, Income Tax Reconc
INCOME TAXES, Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Income Tax Expense (Benefit) [Abstract] | |||
Earnings attributable to non-tax paying entities | $ 0 | $ 3,438 | $ 3,650 |
Foreign rate differential | (15,843) | 3,814 | 2,032 |
Change in valuation allowance | 40,406 | 32,265 | 24,336 |
Effect of redemption of all outstanding Class C Units | 0 | 18,825 | 0 |
Recognition of outside basis difference | (125,851) | 0 | 0 |
Foreign withholding tax incurred | 218 | 1,384 | 3,377 |
Withholding taxes on unrepatriated foreign earnings | (298) | (7,664) | (6,149) |
Inflation adjustment | (1,497) | (2,374) | (1,285) |
Permanent adjustments | 702 | 4,154 | 2,959 |
Other-net | 1,504 | 2,658 | 8,321 |
Total income tax expense | 11,468 | 10,542 | 23,092 |
Canada [Member] | |||
Reconciliation of Income Tax Expense (Benefit) [Abstract] | |||
Income tax expense (benefit) at Canadian federal rate | $ 112,127 | $ (45,958) | $ (14,149) |
INCOME TAXES, Components of Def
INCOME TAXES, Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Intangible assets | $ 0 | $ 11,346 |
Fixed assets | 0 | 19,510 |
Bad debt allowance | 0 | 9,067 |
NOL, foreign tax credit and capital loss carryforwards | 59,613 | 41,423 |
Accrued liabilities | 1,405 | 11,147 |
Excess business interest expense | 7,197 | 1,322 |
Equity based compensation | 0 | 4,324 |
Tower sale financing obligation | 0 | 1,067 |
Operating lease liability | 0 | 49,435 |
Other | 121 | 5,787 |
Subtotal | 68,336 | 154,428 |
Less: valuation allowance | (68,336) | (89,155) |
Total net deferred tax assets | 0 | 65,273 |
Contract asset | 0 | (5,284) |
Right-of-use asset | 0 | (36,099) |
Withholding taxes on unrepatriated foreign earnings | 0 | (298) |
Total deferred tax liabilities | 0 | (41,681) |
Net deferred tax asset | 0 | 23,592 |
Classified on the balance sheet as [Abstract] | ||
Deferred tax asset | 0 | 23,890 |
Deferred tax liability | 0 | (298) |
Net deferred tax asset | $ 0 | $ 23,592 |
INCOME TAXES, Carryforwards (De
INCOME TAXES, Carryforwards (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Carryforwards [Abstract] | ||
Valuation allowance | $ 68,336 | $ 89,155 |
NOL, capital loss and foreign tax credit carryforwards | $ 59,613 | $ 41,423 |
US NOL Carryforwards Generated Prior to December 31 2017 [Member] | ||
Carryforwards [Abstract] | ||
Tax Credit Carryforward, Limitations on Use | indefinitely | |
United States [Member] | ||
Carryforwards [Abstract] | ||
NOL carryforwards | $ 95,000 | |
Capital loss carryforward | $ 161,000 | |
Capital loss carryforward period | 5 years | |
United States [Member] | US NOL Carryforwards Generated After December 31 2017 [Member] | ||
Carryforwards [Abstract] | ||
Tax Credit Carryforward, Limitations on Use | 20 years | |
Canada [Member] | ||
Carryforwards [Abstract] | ||
NOL carryforwards | $ 16,000 | |
Tax Credit Carryforward, Limitations on Use | 20 years |
INCOME TAXES, Open Tax Years by
INCOME TAXES, Open Tax Years by Jurisdiction (Details) | 12 Months Ended |
Dec. 31, 2022 | |
New Zealand [Member] | Earliest Tax Year [Member] | |
Open Tax Years by Jurisdiction [Abstract] | |
Open tax year | 2017 |
New Zealand [Member] | Latest Tax Year [Member] | |
Open Tax Years by Jurisdiction [Abstract] | |
Open tax year | 2022 |
United States [Member] | Earliest Tax Year [Member] | |
Open Tax Years by Jurisdiction [Abstract] | |
Open tax year | 2019 |
United States [Member] | Latest Tax Year [Member] | |
Open Tax Years by Jurisdiction [Abstract] | |
Open tax year | 2022 |
Canada [Member] | Earliest Tax Year [Member] | |
Open Tax Years by Jurisdiction [Abstract] | |
Open tax year | 2018 |
Canada [Member] | Latest Tax Year [Member] | |
Open Tax Years by Jurisdiction [Abstract] | |
Open tax year | 2022 |
INCOME TAXES, Supplemental Cash
INCOME TAXES, Supplemental Cash Flow Disclosure (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Disclosure [Abstract] | |||
Income and withholding tax paid | $ 6,135 | $ 12,027 | $ 16,019 |
SEGMENT INFORMATION, Summary (D
SEGMENT INFORMATION, Summary (Details) | 3 Months Ended |
Mar. 31, 2022 Segment | |
SEGMENT INFORMATION [Abstract] | |
Number of reporting segments | 2 |
SEGMENT INFORMATION, Financial
SEGMENT INFORMATION, Financial Information for Reportable Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Information [Abstract] | |||
Revenues | $ 238,517 | $ 653,564 | $ 610,299 |
Equity-based compensation | (3,572) | (3,407) | (5,637) |
Transaction and other nonrecurring costs | (10,609) | (9,389) | (2,360) |
Depreciation, amortization and accretion | 18,418 | 107,241 | 106,971 |
Impairment of long-lived assets | 0 | (113,844) | 0 |
Gain on sale of operations and (loss) gain on disposal of assets and sale-leaseback transaction | 457,590 | (1,094) | 2,525 |
Interest expense | (22,887) | (53,713) | (46,517) |
Change in fair value of warrant liability | 105 | 55 | (49) |
Debt extinguishment, modification and issuance costs | (8,527) | (7,016) | 0 |
Other, net | 15,418 | (3,299) | (4,611) |
Capital expenditures | 32,429 | 92,838 | 77,331 |
Total assets | 40,640 | 803,867 | |
Income (loss) before income taxes | 448,507 | (183,830) | (56,595) |
New Zealand [Member] | |||
Segment Information [Abstract] | |||
Revenues | 199,060 | 528,616 | 458,858 |
Depreciation, amortization and accretion | 14,124 | 73,909 | 64,635 |
Capital expenditures | 30,499 | 81,059 | 65,060 |
Total assets | 0 | 618,037 | |
Bolivia [Member] | |||
Segment Information [Abstract] | |||
Revenues | 39,369 | 124,631 | 151,001 |
Depreciation, amortization and accretion | 4,286 | 33,313 | 41,907 |
Capital expenditures | 1,930 | 11,761 | 12,251 |
Total assets | 0 | 183,403 | |
Operating Segments [Member] | New Zealand [Member] | |||
Segment Information [Abstract] | |||
Adjusted EBITDA | 51,530 | 127,624 | 111,446 |
Income (loss) before income taxes | 35,400 | 42,500 | 25,400 |
Operating Segments [Member] | Bolivia [Member] | |||
Segment Information [Abstract] | |||
Adjusted EBITDA | 209 | (72) | 6,613 |
Income (loss) before income taxes | (9,500) | (149,300) | (35,700) |
Unallocated Corporate & Eliminations [Member] | |||
Segment Information [Abstract] | |||
Revenues | 88 | 317 | 440 |
Adjusted EBITDA | (12,332) | (12,434) | (11,034) |
Depreciation, amortization and accretion | 8 | 19 | 429 |
Capital expenditures | 0 | 18 | $ 20 |
Total assets | $ 40,640 | $ 2,427 |
SEGMENT INFORMATION, Total Reve
SEGMENT INFORMATION, Total Revenues by Product or Service Type (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
Segment Information [Abstract] | ||||||
Revenues | $ 238,517 | $ 653,564 | $ 610,299 | |||
Wireless Service Revenues [Member] | ||||||
Segment Information [Abstract] | ||||||
Revenues | 154,752 | 420,275 | 408,365 | |||
Fixed broadband service revenues [Member] | ||||||
Segment Information [Abstract] | ||||||
Revenues | 42,498 | 111,542 | 86,630 | |||
Equipment Sales [Member] | ||||||
Segment Information [Abstract] | ||||||
Revenues | 38,096 | 112,872 | 106,259 | |||
Non-Subscriber ILD And Other Revenues [Member] | ||||||
Segment Information [Abstract] | ||||||
Revenues | 3,171 | 8,875 | 9,045 | |||
New Zealand [Member] | ||||||
Segment Information [Abstract] | ||||||
Revenues | 199,060 | 528,616 | 458,858 | |||
New Zealand [Member] | Wireless Service Revenues [Member] | ||||||
Segment Information [Abstract] | ||||||
Revenues | [1] | 118,030 | 302,704 | 266,630 | ||
New Zealand [Member] | Fixed broadband service revenues [Member] | ||||||
Segment Information [Abstract] | ||||||
Revenues | [1] | 40,356 | 106,478 | 83,545 | ||
New Zealand [Member] | Equipment Sales [Member] | ||||||
Segment Information [Abstract] | ||||||
Revenues | 38,042 | 112,555 | 101,860 | |||
New Zealand [Member] | Non-Subscriber ILD And Other Revenues [Member] | ||||||
Segment Information [Abstract] | ||||||
Revenues | 2,632 | 6,879 | 6,823 | |||
Bolivia [Member] | ||||||
Segment Information [Abstract] | ||||||
Revenues | 39,369 | 124,631 | 151,001 | |||
Bolivia [Member] | Wireless Service Revenues [Member] | ||||||
Segment Information [Abstract] | ||||||
Revenues | [1] | 36,722 | 117,571 | 141,735 | ||
Bolivia [Member] | Fixed broadband service revenues [Member] | ||||||
Segment Information [Abstract] | ||||||
Revenues | [1] | 2,142 | 5,064 | 3,085 | ||
Bolivia [Member] | Equipment Sales [Member] | ||||||
Segment Information [Abstract] | ||||||
Revenues | 54 | 317 | 4,399 | |||
Bolivia [Member] | Non-Subscriber ILD And Other Revenues [Member] | ||||||
Segment Information [Abstract] | ||||||
Revenues | 451 | 1,679 | 1,782 | |||
Unallocated Corporate & Eliminations [Member] | ||||||
Segment Information [Abstract] | ||||||
Revenues | 88 | 317 | 440 | |||
Unallocated Corporate & Eliminations [Member] | Wireless Service Revenues [Member] | ||||||
Segment Information [Abstract] | ||||||
Revenues | 0 | [1] | 0 | [1] | 0 | |
Unallocated Corporate & Eliminations [Member] | Fixed broadband service revenues [Member] | ||||||
Segment Information [Abstract] | ||||||
Revenues | 0 | [1] | 0 | [1] | 0 | |
Unallocated Corporate & Eliminations [Member] | Equipment Sales [Member] | ||||||
Segment Information [Abstract] | ||||||
Revenues | 0 | 0 | 0 | |||
Unallocated Corporate & Eliminations [Member] | Non-Subscriber ILD And Other Revenues [Member] | ||||||
Segment Information [Abstract] | ||||||
Revenues | $ 88 | $ 317 | $ 440 | |||
[1] Beginning in 2021, we replaced “Wireline” with “Fixed broadband” to describe the revenues associated with the Company’s fixed broadband product in New Zealand and Bolivia. As a result, fixed LTE service revenues were reclassified from Other wireless service and other revenues and were included as a component of Fixed broadband service revenues. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Thousands, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jul. 31, 2013 Executive shares | Jan. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 CAD ($) | Dec. 31, 2022 USD ($) shares | Apr. 30, 2022 | Mar. 31, 2022 USD ($) | Oct. 31, 2020 USD ($) | |
Related Party Transaction Summary [Abstract] | ||||||||
Cash dividend paid to shareholders | $ 115,800 | $ 150 | ||||||
NuevaTel [Member] | ||||||||
Related Party Transaction Summary [Abstract] | ||||||||
Ownership percentage | 100% | |||||||
Bridge Loans [Member] | ||||||||
Related Party Transaction Summary [Abstract] | ||||||||
Aggregate principal amount | $ 10,000 | |||||||
Bridge Loans [Member] | Maximum [Member] | ||||||||
Related Party Transaction Summary [Abstract] | ||||||||
Aggregate principal amount | $ 10,000 | |||||||
TISP 10.0% Notes [Member] | ||||||||
Related Party Transaction Summary [Abstract] | ||||||||
Aggregate principal amount | $ 50,000 | |||||||
New Island Cellular LLC [Member] | ||||||||
Related Party Transaction Summary [Abstract] | ||||||||
Aggregate principal amount | $ 6,200 | |||||||
Cash dividend paid to shareholders | 2,800 | |||||||
Trilogy LLC's [Member] | ||||||||
Related Party Transaction Summary [Abstract] | ||||||||
Number of former executives | Executive | 3 | |||||||
Trilogy LLC's [Member] | New Island Cellular LLC [Member] | ||||||||
Related Party Transaction Summary [Abstract] | ||||||||
Aggregate principal amount | $ 6,200 | |||||||
Number of common shares issued in connection with redemption (in shares) | shares | 2,129,623 | |||||||
Cash dividend paid to shareholders | $ 2,800 | |||||||
Trilogy LLC's [Member] | Salamanca Holding Company and three former Trilogy LLC Executives [Member] | Salamanca Solutions [Member] | Class C Units [Member] | ||||||||
Related Party Transaction Summary [Abstract] | ||||||||
Percentage of equity interest transferred | 80% | |||||||
Stock repurchased (in shares) | shares | 2,140 | |||||||
SSI [Member] | ||||||||
Related Party Transaction Summary [Abstract] | ||||||||
Ownership percentage surrendered | 20% | |||||||
SSI [Member] | Promissory Note [Member] | ||||||||
Related Party Transaction Summary [Abstract] | ||||||||
Related party transaction, amounts of transaction | $ 80 | |||||||
TISP [Member] | SG Enterprises II, LLC [Member] | TISP 10.0% Notes [Member] | ||||||||
Related Party Transaction Summary [Abstract] | ||||||||
Related party, interest rate | 10% | |||||||
Notes purchase amount | $ 7,000 | |||||||
2degrees [Member] | Bridge Loans [Member] | ||||||||
Related Party Transaction Summary [Abstract] | ||||||||
Aggregate principal amount | $ 10,000 | |||||||
2degrees [Member] | Bridge Loans [Member] | Maximum [Member] | ||||||||
Related Party Transaction Summary [Abstract] | ||||||||
Aggregate principal amount | $ 10,000 | |||||||
2degrees [Member] | TISP 10.0% Notes [Member] | ||||||||
Related Party Transaction Summary [Abstract] | ||||||||
Related party, interest rate | 10% |