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 a cash free debt free basis, the purchase price for 100% of the 2degrees shares (including employee options that converted into shares in connection with the sale) represented an equity value of $1.315 billion New Zealand dollars (“NZD”), subject to adjustments at closing for specific costs or payments by 2degrees between signing and closing. The Company’s ownership interest in 2degrees was 73.2%. On March 15, 2022, the Company determined that the 2degrees business met the criteria to be classified as held for sale. Therefore, the Company ceased recording depreciation and amortization on the applicable and relevant 2degrees non-current tangible and intangible assets on such date, in accordance with Accounting Standards Codification (“ASC”) 360-10, Impairment and Disposal of Long-Lived Assets (“ASC 360-10”). 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), net of $33 million NZD ($21 million) of closing adjustments, including transaction advisory fees, along with payments to satisfy the outstanding 2degrees option pool. 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. Approximately $22 million NZD of the consideration paid by Voyage Digital for the Company’s 2degrees shares was held in escrow as recourse for potential indemnification claims under the Purchase Agreement. In the second quarter of 2023, the Company received $22.3 million NZD ($13.7 million) from the escrowed proceeds, inclusive of $0.6 million NZD of interest accrued on the escrowed amount and changes in the NZD to USD foreign currency exchange rates between funding and settlement of the forward exchange contracts. See Note 6 – Derivative Financial Instruments for additional information regarding the forward exchange contracts. In the third quarter of 2023, the remaining escrowed proceeds of approximately $0.3 million NZD ($0.2 million) were released to the Company. The proceeds of the funds released from escrow to the Company are included in investing activities in the Condensed Consolidated Statement of Cash Flows. 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 ROU 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 (1) $ 600,712 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 $ 443,240 (1) Net consideration was reduced in the second quarter of 2023 by $18 thousand NZD ($11 thousand) in connection with certain agreed-upon purchase price adjustments paid to Voyage Digital 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 for the nine months ended September 30, 2022. New Zealand segment income before income taxes attributable to TIP Inc. was $25.9 million for the nine months ended September 30, 2022. NuevaTel – Bolivia Segment On March 28, 2022, the Company entered into a purchase agreement with Balesia Technologies, Inc. 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, the NuevaTel Transaction closed. Proceeds received related to the NuevaTel Transaction were of a nominal amount, and the Company recorded a net gain of $14.5 million in the second quarter of 2022. 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 ROU 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 for the nine months ended September 30, 2022. Bolivia segment loss before income taxes attributable to TIP Inc. was $6.8 million for the nine months ended September 30, 2022. Presentation of activities and acceleration of equity compensation vesting In addition to transaction fees that reduced sale proceeds and were therefore reflected within the 2degrees Sale and NuevaTel Transaction net gain amounts, approximately $2 million of professional service fees were expensed as incurred during the nine months ended September 30, 2022. Transaction costs relating to the 2degrees Sale and NuevaTel Transaction incurred during the nine months ended September 30, 2023 were immaterial. These expenses are included in General and administrative expenses in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). In connection with the 2degrees Sale, the Company accelerated the vesting of all outstanding restricted share units (“RSUs”) issued to certain officers and employees under TIP Inc.’s restricted share unit plan and settled the deferred share units 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 of vested 2degrees service-based share options which were outstanding prior to the 2degrees Sale were deemed exercised and the shares of 2degrees issued in connection therewith were acquired by Voyage Digital as part of the purchase of all outstanding equity of 2degrees. The conversion of options and acquisition of resulting shares were executed in accordance with the existing terms of the 2degrees option plan. The Company also recorded $5.9 million in severance benefits in the second quarter of 2022 within General and administrative expenses, and the majority of such amount was paid in the second quarter of 2023. |