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Section 1: 6-K (FORM 6-K)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2019

Commission File Number: 000-55716

Trilogy International Partners Inc
(Translation of registrant's name into English)

155 108th Ave NE, Suite 400, Bellevue, Washington 98004 
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [   ]      Form 40-F [ X ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  


On August 12, 2019, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(c) Exhibit 99.1. Press release dated August 12, 2019


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

   Trilogy International Partners Inc
   (Registrant)
    
   
Date: August 12, 2019 By: /s/ Erik Mickels
   Erik Mickels
  Title: Senior Vice President and Chief Financial Officer
   
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Section 2: EX-99.1 (PRESS RELEASE)

EdgarFiling

EXHIBIT 99.1

Trilogy International Partners Inc. Reports Second Quarter 2019 Results  

BELLEVUE, Wash., Aug. 12, 2019 (GLOBE NEWSWIRE) -- Trilogy International Partners Inc. (“TIP Inc.” or the “Company”) (TSX: TRL), an international wireless and fixed broadband telecommunications operator, today announced its unaudited financial and operating results for the second quarter of 2019.

“We are pleased with our second quarter as we continue to deliver results that position us to achieve our 2019 guidance,” said Brad Horwitz, President and CEO. “We are particularly encouraged by our continued positive momentum in New Zealand. We posted another quarter of solid gains in both our postpaid and broadband customer bases, almost doubling our combined net additions versus the second quarter of 2018. Our steady growth in these key focus areas over the last several quarters is reflected in our increased revenues and Adjusted EBITDA in New Zealand.”

“In Bolivia, competition remains a significant factor. We are actively addressing the current market dynamics and in the second quarter we completed our strategic consultancy work to identify opportunities to improve our operating structure and enhance revenue. The impact of implementing these changes will take time; however, we remain committed to optimizing this asset and shareholder value.”  

Consolidated Financial Highlights

  Three Months Ended June 30,Six Months Ended June 30,
 (US dollars in millions unless otherwise noted, unaudited)(1)20192018% Chg20192018% Chg
        
 Total revenues179.6198.1(9%)367.3400.8(8%)
        
 Service revenues136.1147.6(8%)271.2296.5(9%)
        
 Net loss(6.4)(6.3)(1%)(9.2)(13.6)32%
        
 Adjusted EBITDA(2)35.737.5(5%)72.870.34%
 Adjusted EBITDA margin(2)26.3%25.4%n/m26.8%23.7%n/m
        
n/m - not meaningful      
Notes:      
(1)On January 1, 2019, we adopted Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)”.  Financial information prior to our adoption date has not been adjusted. See “About this press release” below for further detail.
(2)These are Non-U.S. GAAP measures and do not have standardized meanings under generally accepted accounting principles in the United States ("GAAP"). Therefore, they are unlikely to be comparable to similar measures presented by other companies. For definitions and a reconciliation with the most directly comparable U.S. GAAP financial measures, see “Non-GAAP Measures and Other Financial Measures; Basis of Presentation” herein.
 


Conference Call Information

Call Date: Tuesday, August 13, 2019
Call Time: 10:30 a.m. (PT)

US Toll Free: 1-844-826-3035
Canada Toll Free: 1-855-669-9657
International Toll: 1-412-317-5144

Please ask the operator to be joined into the Trilogy International Partners (TRL) call. 

Online info (audio only): http://www.trilogy-international.com/events-and-presentations
Live simulcast (listen only) available during the call. Participants should register on the website approximately 10 minutes prior to the start of the webcast.

A replay of the conference call will be available at approximately 12:30 p.m. (PT) the day of the live call. Replay dial-in access is as follows:

US Toll Free: 1-877-344-7529
Canada Toll Free: 1-855-669-9658
International Toll: 1-412-317-0088
Replay Access Code: 10131664

About Trilogy International Partners Inc.

TIP Inc. is the parent of Trilogy International Partners LLC (“Trilogy LLC”), a wireless telecommunications operator formed by wireless industry veterans John Stanton, Theresa Gillespie and Brad Horwitz. Trilogy LLC’s founders have an exceptional track record of successfully buying, building, launching and operating communications businesses in 15 international markets and the United States.

Trilogy LLC, together with its consolidated subsidiaries in New Zealand and Bolivia, is a provider of wireless voice and data communications services including local, international long distance and roaming services, for both subscribers and international visitors roaming on its networks. Trilogy LLC also provides fixed broadband communications services to residential and enterprise customers in New Zealand. 

Trilogy LLC completed a transaction with Alignvest Acquisition Corporation (“AQX”) on February 7, 2017 (the “Arrangement”). For accounting purposes, the Arrangement was treated as a “reverse acquisition” and recapitalization. Trilogy LLC was considered the accounting acquirer and upon closing AQX was renamed Trilogy International Partners Inc. Accordingly, Trilogy LLC’s historical financial statements as of and for the periods ended prior to the acquisition became the historical financial statements of TIP Inc. prior to the date of the transaction.   

Unless otherwise stated, the financial information provided herein is for TIP Inc. as of June 30, 2019.

TIP Inc.’s head office is located at 155 108th Avenue NE, Suite 400, Bellevue, Washington, 98004 USA. TIP Inc.’s common shares (the “Common Shares”) trade on the Toronto Stock Exchange under the ticker TRL and its warrants trade on such exchange under the ticker TRL.WT.

For more information, visit www.trilogy-international.com.

Business segments

TIP Inc.’s reportable segments are New Zealand and Bolivia.  Segment information is regularly reported to our Chief Executive Officer (the chief operating decision-maker).  Segments and the nature of their businesses are as follows:

SegmentPrincipal activities
BoliviaWireless telecommunications operations for Bolivian consumers and businesses.
New ZealandWireless telecommunications operations for New Zealand consumers and businesses; broadband network connectivity through fiber network assets to support a range of voice, data and networking for New Zealand consumers, businesses and governments.

About this press release

This press release contains information about our business and performance for the three and six months ended June 30, 2019, as well as forward-looking information about our 2019 fiscal year and assumptions. See “About Forward-Looking Information” for more information. This discussion should be read together with supplementary information filed on the date hereof under TIP Inc.’s profile on SEDAR (www.sedar.com) and EDGAR (www.sec.gov). 

The financial information included in this press release was prepared in accordance with GAAP. In our discussion, we also use certain Non-GAAP financial measures to evaluate our performance. See “Non-GAAP Measures and Other Financial Measures; Basis of Presentation” for more information.  

Certain amounts in the prior period Condensed Consolidated Balance Sheet have been reclassified to conform to the current presentation related to certain deferred tax liabilities and the tax paying components to which they apply.

In May 2014, the Financial Accounting Standards Board issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” and has since modified the standard with several ASUs (collectively, the “new revenue standard”). We adopted this new revenue standard on January 1, 2019, using the modified retrospective method. This method requires the cumulative effect of initially applying the standard to be recognized at the date of adoption. Financial information prior to our adoption date has not been adjusted. See “Note 1 – Description of Business, Basis of Presentation and Summary of Significant Accounting Policies” and “Note 11 – Revenue from Contracts with Customers” to the Condensed Consolidated Financial Statements filed on the date hereof under TIP Inc.’s profile on SEDAR (www.sedar.com) and EDGAR (www.sec.gov) for further information.

All dollar amounts are in United States dollars (“USD”) unless otherwise stated. In New Zealand, the Company generates revenues and incurs costs in New Zealand dollars (“NZD”). Fluctuations in the value of the NZD relative to the USD can increase or decrease the Company’s overall revenue and profitability as stated in USD, which is the Company’s reporting currency. The following table sets forth for each period indicated the exchange rates in effect at the end of the period and the average exchange rates for such periods, for the NZD, expressed in USD.

  June 30, 2019  December 31, 2018 % Change
 End of period NZD to USD exchange rate0.67  0.67 0%
              
  Three Months Ended June 30, 2019 Six Months Ended June 30, 2018
  2019 2018  % Change 2019 2018 % Change
 Average NZD to USD exchange rate0.66 0.70  (6%) 0.67 0.72 (6%)
              

Amounts for subtotals, totals and percentage changes included in tables in this press release may not sum or calculate using the numbers as they appear in the tables due to rounding. Differences between amounts set forth in the following tables and corresponding amounts in TIP Inc.’s Condensed Consolidated Financial Statements and related notes for the period ended June 30, 2019 are a result of rounding. Information is current as of August 12, 2019, and was approved by TIP Inc.’s Board of Directors. This press release includes forward-looking statements and assumptions. See “About Forward-Looking Information” for more information. 

Additional information relating to TIP Inc., including our financial statements, Management’s Discussion and Analysis for the three and six months ended June 30, 2019 and for the year ended December 31, 2018, Annual Information Form for the year ended December 31, 2018, and other filings with Canadian securities commissions and the U.S. Securities and Exchange Commission, is available on TIP Inc.’s website (www.trilogy-international.com) in the investor relations section and under TIP Inc.’s profile on SEDAR (www.sedar.com) and EDGAR (www.sec.gov).


Consolidated Financial Results

  Three Months Ended June 30,Six Months Ended June 30,
 (US dollars in millions unless otherwise noted, unaudited)20192018% Chg20192018% Chg
        
 Revenues      
 New Zealand126.3136.5 (7%)258.9278.5 (7%)
 Bolivia53.161.5 (14%)108.0121.9 (11%)
 Unallocated Corporate & Eliminations0.30.1114%0.40.49%
 Total revenues179.6198.1 (9%)367.3400.8 (8%)
        
 Total service revenues136.1147.6 (8%)271.2296.5 (9%)
        
 Net loss(6.4)(6.3) (1%)(9.2)(13.6)32%
        
 Adjusted EBITDA      
 New Zealand27.022.023%52.340.828%
 Bolivia11.418.3 (38%)25.635.2 (27%)
 Unallocated Corporate & Eliminations(2.6)(2.7)3%(5.1)(5.8)11%
 Adjusted EBITDA(1) 35.7 37.5 (5%)72.870.34%
 Adjusted EBITDA margin(1)(2)26.3%25.4%n/m26.8%23.7%n/m
        
 Cash provided by operating activities3.45.2 (35%)6.712.2 (45%)
        
 Capital expenditures(3) 21.6 20.84%40.938.27%
 Capital intensity16%14%n/m15%13%n/m
n/m - not meaningful      
Notes:      
(1)These are Non-GAAP measures and do not have standardized meanings under GAAP. Therefore, they are unlikely to be comparable to similar measures presented by other companies. For definitions and a reconciliation with the most directly comparable GAAP financial measures, see “Non-GAAP Measures and Other Financial Measures; Basis of Presentation” herein.
(2)Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Service revenues.
(3)Represents purchases of property and equipment excluding purchases of property and equipment acquired through vendor-backed financing and capital lease arrangements.
 


Results of Our Business Segments

New Zealand

Financial Results

  Three Months Ended June 30,Six Months Ended June 30,
 (US dollars in millions unless otherwise noted, unaudited)20192018% Chg20192018% Chg
        
 Revenues      
 Wireless service revenues65.367.4(3%)130.0137.5(5%)
 Wireline service revenues17.215.98%33.831.19%
 Non-subscriber ILD and other revenues1.83.4(46%)3.47.1(52%)
 Service revenues84.386.7(3%)167.2175.7(5%)
 Equipment sales42.049.8(16%)91.7102.8(11%)
 Total revenues126.3136.5(7%)258.9278.5(7%)
 Adjusted EBITDA(1)27.022.023%52.340.828%
 Adjusted EBITDA margin(2)32.1%25.4%n/m31.3%23.2%n/m
        
 Capital expenditures(3) 16.0 12.825%31.025.919%
 Capital intensity19%15%n/m19%15%n/m
        
        
Subscriber Results      
        
  Three Months Ended June 30,Six Months Ended June 30,
 (Thousands unless otherwise noted)20192018% Chg20192018% Chg
        
 Postpaid      
 Gross additions27.023.714%47.347.20%
 Net additions13.77.291%21.012.371%
 Total postpaid subscribers451.2408.311%451.2408.311%
 Prepaid      
 Net (losses) additions(22.7)0.9n/m(11.2) (41.6)(4)73%
 Total prepaid subscribers954.3983.5(3%)954.3983.5(3%)
 Total wireless subscribers1,405.51,391.81%1,405.51,391.81%
        
 Wireline      
 Gross additions11.57.750%21.214.645%
 Net additions6.22.9112%11.66.190%
 Total wireline subscribers93.474.625%93.474.625%
 Total Subscribers1,498.81,466.42%1,498.81,466.42%
        
 Monthly blended wireless ARPU ($, not rounded)15.4316.20(5%)15.4716.30(5%)
 Monthly postpaid wireless ARPU ($, not rounded)32.0735.65(10%)31.8635.94(11%)
 Monthly prepaid wireless ARPU ($, not rounded)7.607.90(4%)7.747.85(1%)
 Monthly residential wireline ARPU ($, not rounded)47.5352.39(9%)47.8052.14(8%)
 Blended wireless churn2.8%2.3%n/m2.7%3.0%(4)n/m
 Postpaid Churn1.3%1.6%n/m1.3%1.7%n/m
n/m - not meaningful      
Notes:      
(1)These are Non-GAAP measures and do not have standardized meanings under GAAP. Therefore, they are unlikely to be comparable to similar measures presented by other companies. For definitions and a reconciliation with the most directly comparable GAAP financial measures, see “Non-GAAP Measures and Other Financial Measures; Basis of Presentation” herein.
(2)Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Service revenues.
(3)Represents purchases of property and equipment excluding purchases of property and equipment acquired through vendor-backed financing and capital lease arrangements.
(4)Includes approximately 37 thousand deactivations of prepaid wireless subscribers relating to the 2degrees’ planned shutdown of its 2G services in March 2018.
 


Revenues

Our New Zealand total revenues decreased $10.2 million, or 7%, for the three months ended June 30, 2019, compared to the same period in 2018, primarily due to equipment sales which declined $7.8 million, or 16%. This decrease in equipment sales was primarily the result of a decline in sales of higher priced devices and higher subsidies offered over the same period last year. Additionally, total revenues were also impacted by a 6% decline in foreign currency exchange. Service revenues declined $2.4 million, or 3%, for the three months ended June 30, 2019, compared to the same period in 2018 due to the following:

Adjusted EBITDA

Our New Zealand Adjusted EBITDA increased by $3.7 million, or 18%, on an organic basis. This increase excludes the benefit of new revenue standard adoption of $2.5 million, or 11%, and offsetting foreign currency exchange headwinds of $1.3 million, or 6%. This increase in Adjusted EBITDA was primarily due to an increase in subscriber revenues, coupled with reductions in certain operating costs. On a reported basis our Adjusted EBITDA increased $5.0 million, or 23%, compared to the second quarter of 2018. This increase in Adjusted EBITDA was primarily the result of a reduction in certain operating costs as follows:

Capital Expenditures

Capital expenditures increased $3.2 million, or 25%, compared to the same period in 2018. These increases were primarily due to the timing of those expenditures and network capacity developments. In addition, beginning in July 2018 as a result of revisions to the terms and conditions of the fixed broadband agreements with customers, the Company began to capitalize modem equipment purchases.


Bolivia

Financial Results

  Three Months Ended June 30,Six Months Ended June 30,
 (US dollars in millions unless otherwise noted, unaudited)20192018% Chg20192018% Chg
        
 Revenues      
 Wireless service revenues50.760.3(16%)102.4119.4(14%)
 Non-subscriber ILD and other revenues0.80.548%1.21.114%
 Service revenues51.560.8(15%)103.6120.4(14%)
 Equipment sales1.50.7120%4.41.5203%
 Total revenues53.161.5(14%)108.0121.9(11%)
        
 Adjusted EBITDA(1) 11.4 18.3(38%)25.635.2(27%)
 Adjusted EBITDA margin(2)22.1%30.0%n/m24.7%29.3%n/m
        
 Capital expenditures(3) 5.6 7.9(29%)9.912.2(18%)
 Capital intensity11%13%n/m10%10%n/m
        
        
Subscriber Results      
        
  Three Months Ended June 30,Six Months Ended June 30,
 (Thousands unless otherwise noted)20192018% Chg20192018% Chg
        
 Postpaid      
 Gross additions16.216.01%31.929.58%
 Net (losses) additions(0.7)4.0(119%)(4.7)4.9(196%)
 Total postpaid subscribers332.0345.8(4%)332.0345.8(4%)
 Prepaid      
 Net (losses) additions(23.3)18.4(226%)(36.9)73.1(150%)
 Total prepaid subscribers1,597.21,871.8(15%)1,597.21,871.8(15%)
 Total Wireless Subscribers(4) 1,987.7 2,277.8(13%)1,987.72,277.8(13%)
        
        
 Monthly blended wireless ARPU ($, not rounded)8.468.87(5%)8.508.89(4%)
 Monthly postpaid wireless ARPU ($, not rounded)20.5023.28(12%)20.2422.55(10%)
 Monthly prepaid wireless ARPU ($, not rounded)5.675.88(4%)5.755.99(4%)
 Blended wireless churn7.0%8.2%n/m6.7%7.6%n/m
 Postpaid Churn2.1%1.7%n/m2.0%1.8%n/m
n/m - not meaningful
Notes:
(1)These are Non-U.S. GAAP measures and do not have standardized meanings under U.S. GAAP. Therefore, they are unlikely to be comparable to similar measures presented by other companies. For definitions and a reconciliation with the most directly comparable U.S. GAAP financial measures, see “Non-GAAP Measures and Other Financial Measures; Basis of Presentation” herein.
(2)Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Service revenues.
(3)Represents purchases of property and equipment excluding purchases of property and equipment acquired through vendor-backed financing and capital lease arrangements.
(4)Includes public telephony and other wireless subscribers.
 


Revenues

Our Bolivia total revenues declined by $8.5 million, or 14%, for the three months ended June 30, 2019, compared to the same period in 2018, primarily due to a decrease in service revenues of $9.3 million, or 15%. This decline was primarily the result of a $5.5 million decrease in prepaid revenues, coupled with a $1.2 million reduction in postpaid revenues due to the implementation of the new revenue standard. LTE adoption increased to 42% as of June 30, 2019, from 21% as of June 30, 2018. Growth of LTE users continues to drive an overall increase in data consumption, however pricing pressure in the market continues to persist. This decline in service revenues was partially offset by a $0.8 million increase in equipment sales, of which $0.3 million was due to the implementation of the new revenue standard.  

Adjusted EBITDA

Our Bolivia Adjusted EBITDA declined $6.9 million, or 38%, for the three months ended June 30, 2019, compared to the same period in 2018, primarily due to the decrease in service revenues partially offset by lower operating expenses largely due to the following:

Capital Expenditures

Capital expenditures declined $2.3 million, or 29%, for the three months ended June 30, 2019, compared to the same period in 2018, mainly due to timing of spending.


Review of Consolidated Performance

  Three Months Ended June 30,Six Months Ended June 30,
 (US dollars in millions, unaudited)20192018% Chg20192018% Chg
        
 Consolidated adjusted EBITDA (1)35.737.5(5%)72.870.34%
 Consolidated adjusted EBITDA margin(1)(2)26.3%25.4%n/m26.8%23.7%n/m
        
 (Deduct) add:      
 Finance costs(3)(11.8)(11.5)3%(23.5)(22.6)4%
 Change in fair value of warrant liability0.12.8(96%)(0.3)5.1(106%)
 Depreciation, amortization and accretion(27.7)(28.8)(4%)(54.4)(56.7)(4%)
 Income tax expense(1.1)(2.2)(48%)(2.8)(4.0)(30%)
 Other(4)(1.6)(4.2)(62%)(1.0)(5.7)(83%)
 Net loss(6.4)(6.3)(1%)(9.2)(13.6)32%
n/m - not meaningful
Notes:
(1)These are non-U.S. GAAP measures and do not have standardized meanings under U.S. GAAP. Therefore, they are unlikely to be comparable to similar measures presented by other companies. For definitions and reconciliation to most directly comparable U.S. GAAP measures, see “Non-GAAP Measures and Other Financial Measures; Basis of Presentation” herein.
(2)Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Service revenues.
(3)Finance costs includes Interest Expense. For a description of these costs, see "Finance Costs" below.
(4)Other includes the following: Equity-based compensation, Gain on disposal assets and sale-leaseback transaction, Transaction and other nonrecurring costs and Other, net.
 

 

Earnings per share

  Three Months Ended June 30,Six Months Ended June 30,
 (US dollars in millions except per share data, unaudited)2019201820192018
      
 Net loss attributable to Trilogy International    
 Partners Inc.($5.6)($3.4)($9.6)($7.9)
      
 Weighted Average Common Shares Outstanding:    
 Basic 56,443,136  53,360,532 56,400,188  52,830,853
 Diluted 56,443,136  82,004,171 56,400,188  81,941,029
      
 Loss Per Share:    
 Basic($0.10)($0.06)($0.17)($0.15)
 Diluted($0.10)($0.07)($0.17)($0.17)
      


Finance costs

  Three Months Ended June 30,Six Months Ended June 30,
 (US dollars in millions, unaudited)20192018% Chg20192018% Chg
        
 Interest on borrowings, net of capitalized interest      
 New Zealand3.13.03%6.25.710%
 Bolivia0.40.279%0.70.542%
 Corporate8.38.20%16.616.41%
 Total Interest on borrowings11.811.53%23.522.64%
 Total finance costs11.811.53%23.522.64%
        


Interest expense

Interest expense increased $0.3 million for the three months ended June 30, 2019, compared to the same period in 2018, primarily due to an increase in the average outstanding indebtedness in Bolivia.

Change in fair value of warrant liability

As of February 7, 2017, in connection with the completion of the Arrangement, TIP Inc.’s outstanding warrants were classified as a liability, as the warrants are written options that are not indexed to the Common Shares. The warrant liability is marked-to-market each reporting period with the changes in fair value recorded as a gain or loss in the Condensed Consolidated Statement of Operations. The non-cash gain from the change in fair value of the warrant liability decreased by $2.7 million for the three months ended June 30, 2019, compared to the same period in 2018, due to changes in the trading price of the warrants.

Depreciation, amortization and accretion

  Three Months Ended June 30,Six Months Ended June 30,
 (US dollars in millions, unaudited)20192018% Chg20192018% Chg
        
 New Zealand16.117.4(8%)31.433.8(7%)
 Bolivia11.511.31%22.722.60%
 Corporate0.20.213%0.40.327%
 Total depreciation, amortization and accretion27.728.8(4%)54.456.7(4%)
        


Income tax expense

Income tax expense declined $1.1 million for the three months ended June 30, 2019, compared to the same period in 2018, primarily due to lower pre-tax earnings in Bolivia.

Other

Other decreased $2.6 million for the three months ended June 30, 2019, compared to the same period in 2018, primarily due to a decrease in equity-based compensation and costs related to the implementation of the new revenue accounting standard incurred in 2018.


Managing our Liquidity and Financial Resources

As of June 30, 2019, the Company had approximately $86.1 million in cash and cash equivalents, of which $12.3 million was held by 2degrees, $68.4 million was held by NuevaTel and $5.4 million was held at headquarters and others. The cash and cash equivalents held by NuevaTel include $54.8 million of remaining net cash proceeds from the initial closing of the tower sale-leaseback transaction. Net cash proceeds from the tower sale are subject to certain reinvestment conditions or must otherwise be used to make an offer to purchase Trilogy LLC’s senior secured notes due 2022. The net cash proceeds reinvested as of June 30, 2019, were reinvested in accordance with such conditions. The Company had $8.9 million of available capacity under the working capital facility in the New Zealand senior facilities agreement as of June 30, 2019. Cash and cash equivalents increased $42.2 million since December 31, 2018, primarily from the $64.3 million cash consideration received upon the initial closing of the sale-leaseback of 400 towers in Bolivia completed in February 2019. Of the $64.3 million cash consideration, $49.9 million was considered investing activity and the remaining considered financing activity. For additional information, see Note 2 – Property and Equipment to the Company’s Condensed Consolidated Financial Statements. For the six months ended June 30, 2019, cash was primarily used for the purchase of property and equipment.

In November 2019, the license for 30 MHz of NuevaTel’s 1900 MHz spectrum holdings will expire. NuevaTel expects to renew the license and estimates that a payment of approximately $25 million will be due in the fourth quarter of 2019 prior to the expiration. The payment is expected to be funded with cash resources from a combination of NuevaTel’s operating cash flows, changes in the timing of property and equipment purchases and from reinvestment of a portion of the proceeds of the sale-leaseback of NuevaTel’s towers.

In August 2019, NuevaTel entered into an agreement with the purchaser under the sale-leaseback transaction entered into in February 2019 to complete a second closing of the transaction. The second closing will include 143 towers with cash consideration of $20.2 million expected to be received in August 2019. Upon completion and funding of the second closing, 543 sites will have been closed under the transaction for total proceeds of $84.5 million, and the remaining sites are anticipated to close under the arrangement during the remainder of 2019. See discussion in Note 2 – Property and Equipment to the Company’s Condensed Consolidated Financial Statements for additional information regarding the sale-leaseback transaction.

Operating, investing and financing activities

  Three Months Ended June 30,Six Months Ended June 30,
 (US dollars in millions)20192018% Chg20192018% Chg
        
 Net cash provided by (used in):      
 Operating activities3.45.2(35%)6.712.2(45%)
 Investing activities(19.8)(20.7)4%11.1(21.7)151%
 Financing activities2.4(7.2)134%24.1(5.1)569%
 Net (decrease) increase in cash and cash equivalents(14.0)(22.7)38%41.9(14.6)387%
        

Operating activities

Cash flow provided by operating activities decreased by $5.6 million for the six months ended June 30, 2019, compared to the same period in 2018. This change was mainly due to changes in certain working capital accounts, including cash used to purchase current assets due to timing of payments.

Investing activities

Cash flow provided by investing activities increased by $32.8.2 million for the six months ended June 30, 2019, compared to the same period in 2018, primarily due to $49.9 million in cash proceeds received in the first quarter of 2019 from the initial closing of the NuevaTel tower sale-leaseback transaction. For additional information, see “Note 2 – Property and Equipment” to the Company’s Condensed Consolidated Financial Statements. This inflow was partially offset by a decrease in the maturities and sales of short-term investments for the six months ended June 30, 2019, compared to the same period in 2018.

Financing activities

Cash flow provided by financing activities increased by $29.2 million for the six months ended June 30, 2019, compared to the same period in 2018. This change is primarily due to proceeds of $14.5 million from the NuevaTel tower transaction financing obligation and a $13.0 million increase in net cash proceeds from drawdowns of the New Zealand senior facilities agreement during the six months ended June 30, 2019. For additional information regarding the financing obligation, see “Note 2 – Property and Equipment” to the Company’s Condensed Consolidated Financial Statements.


Non-GAAP Measures and Other Financial Measures; Basis of Presentation

In managing our business and assessing our financial performance, we supplement the information provided by the financial statements presented in accordance with GAAP with several customer-focused performance metrics and non-GAAP financial measures which are utilized by our management to evaluate our performance.  Although we believe these measures are widely used in the wireless industry, some may not be defined by us in precisely the same way as by other companies in the wireless industry, so there may not be reliable ways to compare us to other companies. Adjusted EBITDA represents Net loss (the most directly comparable GAAP measure) excluding amounts for: income tax expense; interest expense; depreciation, amortization and accretion; equity-based compensation (recorded as a component of General and administrative expense); gain on disposal of assets and sale-leaseback transaction; and all other non-operating income and expenses.  Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by Service revenues. Adjusted EBITDA and Adjusted EBITDA Margin are common measures of operating performance in the telecommunications industry. We believe Adjusted EBITDA and Adjusted EBITDA Margin are helpful measures because they allow us to evaluate our performance by removing from our operating results items that do not relate to our core operating performance. Adjusted EBITDA and Adjusted EBITDA Margin are not measures of financial performance under GAAP and should not be considered in isolation or as a substitute for Net loss, the most directly comparable GAAP financial measure. Adjusted EBITDA and Adjusted EBITDA Margin are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies unless the definition is the same.

Reconciliation of Adjusted EBITDA and EBITDA Margin

  Three Months Ended June 30,Six Months Ended June 30,
 (US dollars in millions, unaudited)2019 2018 % Chg 2019 2018 % Chg 
        
 Net loss(6.4)(6.3)(1%)(9.2)(13.6)32%
        
 Add:      
 Interest expense11.8 11.5 3%23.5 22.6 4%
 Depreciation, amortization and accretion27.7 28.8 (4%)54.4 56.7 (4%)
 Income tax expense1.1 2.2 (48%)2.8 4.0 (30%)
 Change in fair value of warrant liability(0.1)(2.8)96%0.3 (5.1)106%
 Other, net0.2 0.5 (56%)1.4 (0.5)358%
 Equity-based compensation1.2 2.2 (46%)2.0 3.9 (47%)
 (Gain) loss on disposal of assets and sale-leaseback transaction(0.2)0.1 (436%)(7.6)- (100%)
 Transaction and other nonrecurring costs(1)0.4 1.5 (71%)5.2 2.4 114%
 Consolidated Adjusted EBITDA35.7 37.5 (5%)72.8 70.3 4%
 Consolidated Adjusted EBITDA Margin26.3%25.4%n/m 26.8%23.7%n/m 
n/m - not meaningful
Notes:
(1)2018 includes costs related to the implementation of the new revenue recognition standard of approximately $0.8 million and $1.3 million for the three months and six months ended June 30, 2018, respectively, and other nonrecurring costs. 2019 includes costs related to the NuevaTel tower sale-leaseback transaction of approximately $3.9 million for the six months ended June 30, 2019 and other nonrecurring costs.
 


Other Information

Consolidated financial results – quarterly summary

TIP Inc.’s operating results may vary from quarter to quarter because of changes in general economic conditions and seasonal fluctuations, among other things, in each of TIP Inc.’s operations and business segments. Different products and subscribers have unique seasonal and behavioral features. Accordingly, one quarter’s results are not predictive of future performance. 

Fluctuations in net income (loss) from quarter to quarter can result from events that are unique or that occur irregularly, such as losses or gains on the refinance of debt, foreign exchange gains or losses, changes in the fair value of derivative instruments, impairment of assets and changes in income taxes.

The following table shows selected quarterly financial information prepared in accordance with GAAP.

         
 (US dollars in millions except per share data, unaudited) 2019
 2018  2017 
  Q2Q1 Q4Q3Q2Q1 Q4Q3
             
 Service revenues 136.1 135.1  139.0 141.0 147.6 148.9  143.5 153.0 
 Equipment sales 43.5 52.6  68.0 49.4 50.5 53.8  58.9 38.8 
 Total revenues 179.6 187.7  207.0 190.4 198.1 202.7  202.5 191.8 
 Operating expenses (172.9)(175.6) (198.9)(184.2)(193.1)(200.4) (198.8)(184.1)
 Operating income 6.7 12.1  8.0 6.3 5.0 2.3  3.7 7.7 
 Interest expense (11.8)(11.8) (12.2)(11.1)(11.5)(11.1) (11.1)(11.2)
 Change in fair value of warrant liability 0.1 (0.4) 0.3 0.9 2.8 2.3  5.6 - 
 Debt modification and extinguishment costs - -  - (4.2)- -  - - 
 Other, net (0.2)(1.2) (0.3)(4.9)(0.5)1.0  0.5 0.5 
 Loss before income taxes (5.2)(1.2) (4.3)(13.0)(4.1)(5.5) (1.3)(3.0)
 Income tax expense (1.1)(1.7) - (0.9)(2.2)(1.8) (1.0)(2.6)
 Net loss (6.4)(2.9) (4.2)(13.9)(6.3)(7.3) (2.4)(5.6)
 Net loss (income) attributable to noncontrolling interests 0.7 (1.1) 0.3 5.5 2.9 2.8  2.6 1.4 
 Net (loss) income attributable to TIP Inc. (5.6)(4.0) (3.9)(8.4)(3.4)(4.5) 0.3 (4.1)
 Net (loss) income attributable to TIP Inc.           
 per share:           
 Basic (0.10)(0.07) (0.07)(0.15)(0.06)(0.09) 0.01 (0.10)
 Diluted (0.10)(0.07) (0.07)(0.15)(0.07)(0.09) (0.03)(0.10)
                     


Supplementary Information

Condensed Consolidated Statements of Operations and Comprehensive Loss

  Three Months Ended June 30,Six Months Ended June 30,
 (US dollars in millions, unaudited)2019 2018 2019 2018 
      
 Revenues    
 Wireless service revenues116.0 127.7 232.4 256.9 
 Wireline service revenues17.2 15.9 33.8 31.1 
 Equipment sales43.5 50.5 96.2 104.3 
 Non-subscriber international long distance and other revenues2.9 4.0 5.0 8.5 
 Total revenues179.6 198.1 367.3 400.8 
      
 Operating expenses    
 Cost of service, exclusive of depreciation, amortization and accretion shown separately48.1 50.8 97.9 105.6 
 Cost of equipment sales45.7 55.0 98.7 113.0 
 Sales and marketing20.9 24.6 40.4 52.1 
 General and administrative30.9 33.9 64.8 66.1 
 Depreciation, amortization and accretion27.7 28.8 54.4 56.7 
 (Gain) loss on disposal of assets and sale-leaseback transaction(0.2)0.1 (7.6) 
 Total operating expenses172.9 193.1 348.6 393.5 
 Operating income6.7 5.0 18.8 7.3 
      
 Other (expenses) income    
 Interest expense(11.8)(11.5)(23.5)(22.6)
 Change in fair value of warrant liability0.1 2.8 (0.3)5.1 
 Other, net(0.2)(0.5)(1.4)0.5 
 Total other expenses, net(11.9)(9.1)(25.2)(16.9)
 Loss before income taxes(5.2)(4.1)(6.4)(9.6)
      
 Income tax expense(1.1)(2.2)(2.8)(4.0)
 Net loss(6.4)(6.3)(9.2)(13.6)
 Less: Net loss (income) attributable to noncontrolling interest0.7 2.9 (0.4)5.7 
 Net loss attributable to Trilogy International Partners Inc.(5.6)(3.4)(9.6)(7.9)
      
 Comprehensive (loss) income    
 Net loss(6.4)(6.3)(9.2)(13.6)
 Foreign currency translation adjustments(1.6)(7.7)0.1 (5.3)
 Other comprehensive (loss) income(1.6)(7.7)0.1 (5.3)
 Comprehensive loss(7.9)(14.0)(9.2)(18.9)
 Comprehensive loss (income) attributable to noncontrolling interests1.5 6.9 (0.4)8.6 
 Comprehensive loss attributable to Trilogy International Partners Inc.(6.5)(7.1)(9.6)(10.4)
          


Condensed Consolidated Balance Sheets

   June 30,December 31,
 (US dollars in millions, unaudited) 20192018
     
 ASSETS   
 Current assets:   
 Cash and cash equivalents 86.1 43.9 
 Short-term investments - 2.0 
 Accounts receivable, net 65.6 71.9 
 Equipment Installment Plan ("EIP") receivables, net 22.8 22.2 
 Inventory 22.7 46.0 
 Prepaid expenses and other current assets 34.3 12.6 
 Total current assets 231.4 198.6 
     
 Property and equipment, net 377.3 394.8 
 License costs and other intangible assets, net 72.9 81.0 
 Goodwill 9.0 9.0 
 Long-term EIP receivables 21.8 21.2 
 Deferred income taxes 23.7 10.7 
 Other assets 28.3 23.6 
 Total assets 764.4 739.0 
     
 LIABILITIES AND SHAREHOLDERS’ DEFICIT
 Current liabilities:   
 Accounts payable 25.7 36.7 
 Construction accounts payable 20.3 26.8 
 Current portion of debt 16.1 8.3 
 Customer deposits and unearned revenue 19.9 17.0 
 Other current liabilities and accrued expenses 124.1 143.4 
 Total current liabilities 206.1 232.3 
     
 Long-term debt 523.8 498.5 
 Deferred gain 35.1 - 
 Deferred income taxes 11.3 11.4 
 Other non-current liabilities 29.7 30.4 
 Total liabilities 805.9 772.6 
     
 Commitments and contingencies   
     
     
 Total shareholders’ deficit (41.5)(33.6)
     
 Total liabilities and shareholders’ deficit 764.4 739.0 
       


Condensed Consolidated Statements of Cash Flows

  Six Months Ended June 30,
 (US dollars in millions, unaudited)2019 2018 
    
 Operating activities:   
 Net loss(9.2)(13.6)
 Adjustments to reconcile net loss to net cash provided by
operating activities
  
 Provision for doubtful accounts6.1 8.1 
 Depreciation, amortization and accretion54.4 56.7 
 Equity-based compensation2.0 3.9 
 Gain on disposal of assets and sale-leaseback transaction(7.6)- 
 Non-cash interest expense, net1.4 1.8 
 Settlement of cash flow hedges(0.4)(0.7)
 Change in fair value of warrant liability0.3 (5.1)
 Non-cash loss from change in fair value on cash flow hedges1.3 0.5 
 Unrealized loss on foreign exchange transactions1.0 0.2 
 Deferred income taxes(14.6)(0.4)
 Changes in operating assets and liabilities:  
 Accounts receivable0.8 (0.5)
 EIP receivables(1.4)(6.6)
 Inventory23.4 (5.7)
 Prepaid expenses and other current assets(13.5)(8.2)
 Other assets(3.2)(4.8)
 Accounts payable(11.0)(3.2)
 Other current liabilities and accrued expenses(24.1)(7.3)
 Customer deposits and unearned revenue1.0 (2.6)
 Net cash provided by operating activities6.7 12.2 
    
  Investing activities:   
 Proceeds from sale-leaseback transaction49.9 - 
 Purchase of property and equipment(40.9)(38.2)
 Maturities and sales of short-term investments2.0 24.2 
 Purchase of short-term investments- (7.0)
 Other, net0.2 (0.7)
 Net cash provided by (used in) investing activities11.1 (21.7)
    
  Financing activities:   
 Proceeds from debt120.9 96.5 
 Payments of debt(104.7)(97.0)
 Proceeds from sale-leaseback financing obligation14.5 - 
 Dividends to shareholders and noncontrolling interest(5.0)(3.6)
 Debt modification costs- (1.1)
 Other, net(1.6)- 
 Net cash provided by (used in) financing activities24.1 (5.1)
    
  Net increase (decrease) in cash and cash equivalents41.9 (14.6)
  Cash and cash equivalents, beginning of period43.9 47.1 
  Effect of exchange rate changes0.3 (0.1)
  Cash and cash equivalents, end of period86.1 32.4 
      


About Forward-Looking Information

Forward-looking information and statements

This press release contains “forward-looking information” within the meaning of applicable securities laws in Canada and “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 of the United States of America.  Forward-looking information and forward–looking statements may relate to, the expected cost of renewing the 30 MHZ license of NuevaTel’s 1900 MHz spectrum holdings, our future outlook and anticipated events or results and may include information regarding our financial position, business strategy, growth strategies, budgets, operations, financial results, taxes, dividend policy, new credit facilities, plans and objectives. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “estimates”, “plans”, “targets”, “expects” or “does not expect”, “an opportunity exists”, “outlook”, “prospects”, “strategy”, “intends”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, intentions, estimates, projections or other characterizations of future events or circumstances contain forward-looking information and statements.

Forward-looking information and statements are provided for the purpose of assisting readers in understanding management’s current expectations and plans relating to the future. Readers are cautioned that such information and statements may not be appropriate for other purposes. Forward-looking information and statements contained in this press release are based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. These opinions, estimates and assumptions include but are not limited to: that the conditions to the subsequent closings of the tower sales will be satisfied; general economic and industry growth rates; currency exchange rates and interest rates; product pricing levels and competitive intensity; income tax; subscriber growth; pricing, usage, and churn rates; changes in government regulation; technology deployment; availability of devices; timing of new product launches; content and equipment costs; vendor and supplier performance; the integration of acquisitions; industry structure and stability; and data based on good faith estimates that are derived from management’s knowledge of the industry and other independent sources. Despite a careful process to prepare and review the forward-looking information and statements, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct.

Numerous risks and uncertainties, some of which may be unknown, relating to TIP Inc.’s business could cause actual events and results to differ materially from the estimates, beliefs and assumptions expressed or implied in the forward-looking information and statements. Among such risks and uncertainties, are those that relate to TIP Inc.’s and Trilogy LLC’s history of losses; TIP Inc.’s and Trilogy LLC’s status as holding companies; TIP Inc.’s significant level of indebtedness and the refinancing, default and other risks, as well as limits, restrictive covenants and restrictions resulting therefrom; TIP Inc.’s or Trilogy LLC’s ability to incur additional debt despite their indebtedness levels; TIP Inc.’s or Trilogy LLC’s ability to refinance their indebtedness; the risk that TIP Inc.’s or Trilogy LLC’s credit ratings could be downgraded; TIP Inc. having insufficient financial resources to achieve its objectives; risks associated with any potential acquisition, investment or merger; the significant political, social, economic and legal risks of operating in Bolivia; certain of TIP Inc.’s operations being in a market with substantial tax risks and inadequate protection of shareholder rights; the need for spectrum access; the regulated nature of the industry in which TIP Inc. participates; the use of “conflict minerals” in handsets and the effect thereof on availability of certain products, including handsets; anti-corruption compliance; intense competition; lack of control over network termination, roaming and international long distance revenues; rapid technological change and associated costs; reliance on equipment suppliers including Huawei Technologies (New Zealand) Company Limited; subscriber “churn” risks, including those associated with prepaid accounts; the need to maintain distributor relationships; TIP Inc.’s future growth being dependent on innovation and development of new products; security threats and other material disruptions to TIP Inc.’s wireless networks; the ability of TIP Inc. to protect subscriber information and cybersecurity risks generally; health risks associated with handsets; litigation, including class actions and regulatory matters; fraud, including device financing, customer credit card, subscription and dealer fraud; reliance on limited management resources; risks associated with the minority shareholders of TIP Inc.’s subsidiaries; general economic risks; natural disasters including earthquakes; foreign exchange and interest rate changes; currency controls; interest rate risk; TIP Inc.’s ability to utilize carried forward tax losses; risks that TIP Inc. may not pay dividends; tax related risks; TIP Inc.’s dependence on Trilogy LLC to pay taxes and other expenses; Trilogy LLC may be required to make distributions to TIP Inc. and the other owners of Trilogy LLC; differing interests among TIP Inc’s. and Trilogy LLC’s other equity owners in certain circumstances; an increase in costs and demands on management resources when TIP Inc. ceases to qualify as an “emerging growth company” under the U.S. Jumpstart Our Business Startups Act of 2012; additional expenses if TIP Inc. loses its foreign private issuer status under U.S. federal securities laws; volatility of the Common Shares price; dilution of  the Common Shares; market coverage; TIP Inc.’s internal controls over financial reporting; new laws and regulations; and risks as a publicly traded company, including, but not limited to, compliance and costs associated with the U.S. Sarbanes-Oxley Act of 2002 (to the extent applicable).  

Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information and statements in this press release, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information in this press release.  Please see our continuous disclosure filings available under TIP Inc.’s profile at www.sedar.com and at www.sec.gov for information on the risks and uncertainties associated with our business.

Readers should not place undue reliance on forward-looking information and statements, which speak only as of the date made. The forward-looking information and statements contained in this press release represent our expectations as of the date of this press release or the date indicated. We disclaim any intention or obligation or undertaking to update or revise any forward-looking information or statements whether as a result of new information, future events or otherwise, except as required under applicable securities laws.


Investor Relations Contacts  
  
Ann SaxtonErik Mickels                                           
425-458-5900425-458-5900
[email protected] [email protected] 
Vice President, Investor Relations & Corporate DevelopmentChief Financial Officer
  
Media Contact 
  
Ann Saxton 
425-458-5900 
[email protected]  
Vice President, Investor Relations & Corporate Development 

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