XML 36 R25.htm IDEA: XBRL DOCUMENT
v3.25.3

Note 19 - Redeemable Preferred Units | 9 Months Ended
--- | ---
Sep. 30, 2025
Notes to Financial Statements |
Redeemable Preferred Shares [Policy Text Block] | 19. Redeemable preferred units Ting Fiber, LLC ("Ting") entered into a Series A Preferred Unit Purchase Agreement (the “Unit Purchase Agreement”) with Generate TF Holdings, LLC, a Delaware limited liability company (“Generate” or the “Preferred Member”) on August 8, 2022 (the "Effective Date"), and closed the transaction contemplated thereby on August 11, 2022 (the "Transaction Close") pursuant to which Ting issued and sold 10,000,000 units of its Series A Preferred Units to Generate at a cash purchase price of $6.00 per unit ("Initial Funding"). Under the Unit Purchase Agreement, after the Transaction Close until the third anniversary of the Effective Date (the "End Date") Ting had the option, upon the achievement of pre-determined operational and financial drawdown milestones, to issue and sell in subsequent fundings an aggregate of 23,333,333.34 units of additional Series A Preferred Units on the same terms and conditions as in the Initial Funding ("Milestone Fundings"). Ting did not exercise such an option prior to August 11, 2025. The investment provided Ting with $60 million of capital upon the Initial Funding, with an additional $140 million of capital commitments available to Ting over the subsequent three-year period if the milestones were achieved. From the Transaction Close until the earlier of (i) the End Date and (ii) the date upon which Generate has paid $140 million pursuant to Milestone Fundings, Ting was required to pay Generate a standby fee at a rate of 0.50% of any portion of the unpaid $140 million capital commitment payable quarterly. The Series A Preferred Units accrue a preferred return to the holder at a rate of 15% per annum, subject to adjustments based on the value of approved projects under the Equity Capital Contribution Agreement (the “ECC Agreement”). The preferred return on the Series A Preferred Units purchased under the Unit Purchase Agreement may be adjusted down to a floor of 13% or up to a ceiling of 17% per annum based on commitment and contribution amounts under the ECC Agreement. The preferred return accrues daily, and is compounded quarterly. See “—Preferred Return” for further discussion. If Ting should redeem the Series A Preferred Units prior to the fourth anniversary of the Transaction Close, Ting is required to pay a make-whole premium, which is calculated as the cumulative and compounded preferred return that would have accrued (at the preferred return rate in effect immediately prior to such redemption) on the outstanding unreturned capital balance with respect to the Series A Preferred Units through and including the six-year anniversary of the Transaction Close had such Series A Preferred Unit not been redeemed, discounted at an agreed upon treasury rate plus 50 basis points, compounded quarterly (the "Make-Whole-Premium"). Ting's Amended and Restated Limited Liability Company Agreement (the "LLC Agreement"), provides that in the event that (i) Ting fails to pay the preferred return for two consecutive quarters which failure is not cured within 60 days following notification by the Preferred Member of such failure, (ii) Ting fails to pay the Redemption Price (as defined below) in connection with any redemption of the Series A Preferred Units, (iii) Ting materially breaches its obligations under the LLC Agreement, (iv) there occurs an event of default (or similar term) under the 2023 Credit Facility, (v) there occurs material breach if not cured or otherwise remedied in accordance with the terms of any credit facility (taking into account any cure periods), by Ting or any of its Subsidiaries under any debt facilities where Ting or any of its Subsidiaries incurs indebtedness for borrowed money, or (vi) Ting breaches any covenant under the Unit Purchase Agreement, Generate has the option to either (i) convert Series A Preferred Units based on the Redemption Price into common units of Ting based on the then applicable conversion price;or (ii) compelling the sale of certain assets of Ting or its subsidiaries of equal value to the Redemption Price. For purposes of the LLC Agreement, the “Redemption Price” is defined as an amount equal to (i) the aggregate Unreturned Series A Capital Balance with respect to all issued and outstanding Series A Preferred Units held by the holder immediately prior to the redemption date, plus (ii) the aggregate Unsatisfied Preferred Return on the Series A Preferred Units, plus (iii) in the event that the redemption date occurs on or prior to the date that is four years following the Effective Date, the Make-Whole Premium. The “Make-Whole Premium” means, with respect to each Series A Preferred Unit, an amount calculated immediately prior to a redemption equal to (i) (A) the Unreturned Series A Capital Balance and Unsatisfied Preferred Return outstanding immediately prior to such redemption plus (B) the cumulative and compounded Preferred Return that would have accrued (at the Preferred Rate in effect immediately prior to such redemption) on such Unreturned Series A Capital Balance through and including the six-year anniversary of the Effective Date had such Series A Preferred Unit not been redeemed, and thereafter applying to such sum a discount rate, on a quarterly-compounded basis, equal to the Applicable Treasury Rate plus 50 basis points, less (ii) the Unreturned Series A Capital Balance and Unsatisfied Preferred Return outstanding immediately prior to such redemption. Under the terms of the LLC Agreement, a “Mandatory Redemption Event” is defined as the earliest occurrence of any of the following (i) a sale of Ting, (ii) a public offering, (iii) an event of default (or similar term) under 2023 Credit Facility, (iv) a material breach if not cured or otherwise remedied in accordance with the terms of any credit facility (taking into account any cure periods), by Ting or any of its Subsidiaries under any debt facilities where Ting or any of its Subsidiaries incurs indebtedness for borrowed money, (v) a Return Breach, and (vi) the six-year anniversary of the Transaction Close. Upon the occurrence of a Mandatory Redemption Event, all Series A Preferred Units shall be redeemed by Ting at a price equal to the Redemption Price within 30 days of receiving a written notice from the Preferred Member requesting redemption of all Series A Preferred Units (the "Redemption Request"). In the event of failure to pay the Redemption Price following a Redemption Request, Generate will have the option, at its discretion, to compel the sale of certain assets of Ting or its subsidiaries. As of reporting date, no Mandatory Redemption Event has occurred. Due to the fact that the redeemable preferred units are mandatorily redeemable, the redeemable preferred units are classified as a liability in the accompanying Condensed Consolidated Balance Sheets. The liability was initially recorded at fair value and subsequently recorded at the present value of the settlement amount, which includes the preferred return payments required until the instrument's expected maturity on the sixth anniversary of the Transaction Close, August 10, 2028 using the implicit rate of return of the instrument, 15%. Ting recorded $9.5 million of accretion expense on the redeemable preferred units for the three and nine months ended September 30, 2025 as interest expense, net in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss. Ting recorded $2.1 million and $10.7 million of accretion expense on the redeemable preferred units for the three and nine months ended September 30, 2024 as interest expense, net in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss. Ting incurred $0.8 million of legal fees related to the redeemable preferred unit issuance, which have been reflected as a reduction to the carrying amount of the redeemable preferred unit balance and will be amortized to interest expense, net in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss over the expected six-year term instrument. During the three and nine months ended September 30, 2025 and 2024, Ting recognized $0.1 million of interest expense in each period related to the amortization of legal fees associated with the issuance of redeemable preferred units. As of September 30, 2025, the redeemable preferred units have an aggregate liquidation preference of $91.5 million, plus a Make-Whole Premium should redemption occur before the fourth anniversary of the Transaction Close and are senior to the Ting Fiber, LLC common units with respect to sale, dissolution, liquidation or winding up of the Ting Fiber, LLC. The following table summarizes Ting's borrowings under the Unit Purchase Agreement (Dollar amounts in thousands of U.S. dollars):
|  | September 30, 2025 |  |  | December 31, 2024 |
Opening Balance |  | $ | 122,556 |  |  | $ | 111,899 |
Add: Accretion of redeemable preferred units(1) |  |  | 9,523 |  |  |  | 10,657 |
Redeemable preferred shares balance |  |  | 132,079 |  |  |  | 122,556 |
Less: Deferred preferred financing costs |  |  | (316 | ) |  |  | (400 | )
Total Redeemable preferred units |  | $ | 131,763 |  |  | $ | 122,156 |
(1) Ting capitalizes interest expenses directly attributable to the development of qualifying assets. Qualifying assets include IUS, AUC, equipment, or other long-lived assets that meet the capitalization criteria prescribed by ASC 350. During the three and nine months ended September 30, 2025 Ting capitalized $0.1 million and $0.2 million of interest expenses pertaining to the redeemable preferred units directly attributable to the development of certain AUC assets. During the three and nine months ended September 30, 2024 Ting capitalized $0.3 million and $1.1 million of interest expenses pertaining to the redeemable preferred units directly attributable to the development of certain AUC assets. The following table summarizes our scheduled repayments as of September 30, 2025 (Dollar amounts in thousands of U.S. dollars):
Remainder of 2025 |  | $ | 14,696 |
2026 |  |  | 18,536 |
2027 |  |  | 18,639 |
2028 |  |  | 135,474 |
|  | $ | 187,345 |
Preferred Return The preferred return accrued during the first two years is not payable and treated as payment-in-kind (“PIK”) and added to the outstanding balance of the redeemable preferred units. The preferred return accrued after the second anniversary of the Transaction Close is payable by Ting quarterly. Under the LLC Agreement, a “Return Breach” occurs if, following the second anniversary of the Effective Date, Ting fails to pay in cash to the Preferred Member any Unsatisfied Preferred Return for two consecutive Distribution Dates, which failure is not cured within 60 days following notification by the Preferred Member of such failure. The Unit Purchase Agreement defines the “Unsatisfied Preferred Return” as an amount (if any) equal to (i) the aggregate preferred return on such Series A Preferred Units up to and including the date that the Unsatisfied Preferred Return is calculated, reduced by (ii) the aggregate amount of all distributions made with respect to the Series A Preferred Units. As of September 30, 2025, Ting had not paid the preferred return due to Generate for two consecutive quarters amounting to $9.5 million in the aggregate. The unpaid interest for these quarters has been treated as PIK and added to the outstanding balance of the redeemable preferred units. Ting received a notice from Generate on October 1, 2025 in connection with the missed quarterly preferred return payments which states that if Ting does not cure the failure to pay such preferred return by November 30, 2025 it shall be classified as a “Return Breach” under the LLC Agreement. If there is a Return Breach, Generate may exercise the rights described in the LLC Agreement. Accordingly, if a Return Breach occurs as of November 30, 2025, Generate will have the option, at its discretion, to either (i) convert the Series A Preferred Units based on the Redemption Price into common units of Ting based on the then applicable conversion price; or (ii) compel the sale of certain assets of Ting or its subsidiaries of equal value to the Redemption Price.

X
- Definition Disclosure of accounting policy for redeemable preferred shares. + References No definition available. + Details
Name: | tcx_RedeemablePreferredSharesPolicyTextBlock
Namespace Prefix: | tcx_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureTextBlockAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration