Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 05, 2023 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0000909494 | |
Entity Registrant Name | TUCOWS INC /PA/ | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 1-32600 | |
Entity Incorporation, State or Country Code | PA | |
Entity Tax Identification Number | 23-2707366 | |
Entity Address, Address Line One | 96 Mowat Avenue | |
Entity Address, City or Town | Toronto | |
Entity Address, State or Province | ON | |
Entity Address, Postal Zip Code | M6K 3M1 | |
Entity Address, Country | CA | |
City Area Code | 416 | |
Local Phone Number | 535-0123 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | TCX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,831,435 |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 11,773 | $ 23,496 |
Accounts receivable, net of allowance for doubtful accounts of $625 as of March 31, 2023 and $693 as of December 31, 2022 | 24,173 | 18,404 |
Contract asset, current portion (note 9) | 5,172 | 5,159 |
Inventory | 6,539 | 7,284 |
Prepaid expenses and deposits | 18,331 | 17,005 |
Derivative instrument asset, current portion (note 4) | 1,249 | 1,903 |
Deferred costs of fulfillment, current portion (note 10) | 98,258 | 94,198 |
Income taxes recoverable | 2,206 | 2,471 |
Total current assets | 167,701 | 169,920 |
Contract asset, long-term portion (note 9) | 124 | 2,328 |
Deferred costs of fulfillment, long-term portion (note 10) | 16,372 | 16,476 |
Investments | 2,012 | 2,012 |
Deferred tax asset | 8 | 0 |
Property and equipment | 303,791 | 281,495 |
Right of use operating lease asset | 22,191 | 20,489 |
Contract costs | 1,976 | 1,827 |
Intangible assets (note 5) | 37,084 | 39,790 |
Goodwill (note 5) | 130,410 | 130,410 |
Total assets | 681,669 | 664,747 |
Current liabilities: | ||
Accounts payable | 16,639 | 17,171 |
Accrued liabilities | 22,032 | 22,653 |
Customer deposits | 16,126 | 15,783 |
Derivative instrument liability, current portion (note 4) | 129 | 389 |
Operating lease liability, current portion (note 11) | 5,040 | 4,642 |
Deferred revenue, current portion (note 9) | 128,977 | 122,894 |
Accreditation fees payable, current portion | 662 | 809 |
Income taxes payable | 2,515 | 2,248 |
Other current liabilities | 0 | 1,600 |
Total current liabilities | 192,120 | 188,189 |
Deferred revenue, long-term portion (note 9) | 22,457 | 22,237 |
Accreditation fees payable, long-term portion | 0 | 142 |
Operating lease liability, long-term portion (note 11) | 13,660 | 12,438 |
Loan payable, long-term portion (note 6) | 236,025 | 238,930 |
Total Redeemable Preferred Shares | 124,804 | 90,434 |
Deferred tax liability | 12,951 | 15,720 |
Stockholders' equity (note 13) | ||
Common stock - no par value, 250,000,000 shares authorized; 10,831,435 shares issued and outstanding as of March 31, 2023 and 10,817,110 shares issued and outstanding as of December 31, 2022 | 32,461 | 31,868 |
Additional paid-in capital | 9,759 | 8,106 |
Retained earnings | 36,816 | 55,899 |
Accumulated other comprehensive income (note 4) | 616 | 784 |
Total stockholders' equity | 79,652 | 96,657 |
Total liabilities and stockholders' equity | 681,669 | 664,747 |
Contingencies (note 18) |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ / shares in Thousands, $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accounts receivable, allowance for doubtful accounts | $ 625 | $ 693 |
Common stock, no par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 10,831,435 | 10,817,110 |
Common stock, shares outstanding (in shares) | 10,831,435 | 10,817,110 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net Revenues | $ 80,430 | $ 81,099 |
Cost of revenues (note 9) | ||
Direct cost of revenues | 49,290 | 49,421 |
Network, other costs | 6,323 | 4,180 |
Network, depreciation of property and equipment | 8,436 | 5,895 |
Network, amortization of intangible assets (note 5) | 378 | 378 |
Network, impairment of property and equipment | 1,942 | 27 |
Total cost of revenues | 66,369 | 59,901 |
Gross profit | 14,061 | 21,198 |
Expenses: | ||
Sales and marketing | 15,737 | 11,987 |
Technical operations and development | 4,815 | 3,765 |
General and administrative | 8,146 | 7,296 |
Depreciation of property and equipment | 152 | 148 |
Loss on disposition of property and equipment | 0 | 385 |
Amortization of intangible assets (note 5) | 2,494 | 2,465 |
Total expenses | 31,344 | 26,046 |
Income (Loss) from operations | (17,283) | (4,848) |
Other income (expenses): | ||
Interest expense, net | (7,880) | (1,796) |
Income earned on sale of transferred assets, net (note 16) | 4,370 | 4,752 |
Other expense, net | 0 | (50) |
Total other income (expenses) | (3,510) | 2,906 |
Income (Loss) before provision for income taxes | (20,793) | (1,942) |
Provision for income taxes (note 7) | (1,710) | 1,078 |
Net income (loss) for the period | (19,083) | (3,020) |
Other comprehensive income, net of tax | ||
Unrealized income (loss) on hedging activities (note 4) | 68 | 968 |
Net amount reclassified to earnings (note 4) | (236) | 66 |
Other comprehensive income (loss) net of tax expense (recovery) of ($52) and $329 for the three months ended March 31, 2023 and March 31, 2022 (note 4) | (168) | 1,034 |
Comprehensive income (loss), for the period | $ (19,251) | $ (1,986) |
Basic loss per common share (note 8) (in dollars per share) | $ (1.77) | $ (0.28) |
Shares used in computing basic loss per common share (note 8) (in shares) | 10,806,321 | 10,754,758 |
Diluted loss per common share (note 8) (in dollars per share) | $ (1.77) | $ (0.28) |
Shares used in computing diluted loss per common share (note 8) (in shares) | 10,806,321 | 10,754,758 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Other comprehensive income (loss),Tax Expense (Recovery) | $ (52) | $ 329 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities: | ||
Net income/(loss) for the period | $ (19,083) | $ (3,020) |
Items not involving cash: | ||
Depreciation of property and equipment | 8,588 | 6,043 |
Impairment of property and equipment | 1,942 | 27 |
Amortization of debt discount and issuance costs | 238 | 120 |
Amortization of intangible assets | 2,872 | 2,843 |
Net amortization contract costs | (149) | (227) |
Accretion of contingent consideration | 0 | 98 |
Deferred income taxes (recovery) | (2,710) | (686) |
Excess tax benefits on share-based compensation expense | (1) | (52) |
Net Right of use operating assets/Operating lease liability | (82) | 59 |
Loss on disposal of domain names | 0 | 2 |
Accretion of redeemable preferred shares | 3,037 | 0 |
Loss on change in the fair value of forward contracts | 745 | 0 |
Amortization of discontinued cash flow hedge from Accumulated other income | (572) | 0 |
Stock-based compensation | 2,246 | 1,391 |
Change in non-cash operating working capital: | ||
Accounts receivable | (5,769) | (1,812) |
Contract assets | 2,191 | (2,505) |
Inventory | 745 | (281) |
Prepaid expenses and deposits | (1,326) | (2,235) |
Deferred costs of fulfillment | (3,956) | (1,949) |
Income taxes recoverable | 518 | 482 |
Accounts payable | (156) | 2,267 |
Accrued liabilities | (926) | 1,111 |
Customer deposits | 343 | (623) |
Deferred revenue | 6,303 | 4,368 |
Accreditation fees payable | (289) | (14) |
Net cash provided by/(used in) operating activities | (5,251) | 5,407 |
Financing activities: | ||
Proceeds received on exercise of stock options | 0 | 515 |
Proceeds from redeemable preferred shares | 30,000 | 0 |
Deferred preferred financing costs | 145 | 0 |
Contingent consideration for acquisitions | (1,600) | (2,000) |
Proceeds received on loan payable | 0 | 16,500 |
Repayment of loan payable | (2,800) | 0 |
Payment of loan payable costs | (305) | (177) |
Net cash (used in) provided by financing activities | 25,440 | 14,838 |
Investing activities: | ||
Additions to property and equipment | (31,746) | (23,054) |
Acquisition of intangible assets | (166) | (95) |
Net cash used in investing activities | (31,912) | (23,149) |
Increase (decrease) in cash and cash equivalents | (11,723) | (2,904) |
Cash and cash equivalents, beginning of period | 23,496 | 9,105 |
Cash and cash equivalents, end of period | 11,773 | 6,201 |
Supplemental cash flow information: | ||
Interest paid | 3,885 | 1,683 |
Income taxes paid, net | 501 | 896 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Property and equipment acquired during the period not yet paid for | $ 1,581 | $ 1,909 |
Note 1 - Organization of the Co
Note 1 - Organization of the Company | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Tucows Inc. (referred to throughout this report as the “Company”, “Tucows”, “we”, “us” or through similar expressions) provides simple useful services that help people unlock the power of the Internet. The Company provides US consumers and small businesses with high-speed fixed Internet access in selected towns. The Company also offers platform services which provide solutions to support Communication Service Providers ("CSPs") including subscription and billing management, network orchestration and provisioning, individual developer tools, and other professional services. The Company is also a global distributor of Internet services, including domain name registration, digital certificates, and email. It provides these services primarily through a global Internet-based distribution network of Internet Service Providers, web hosting companies and other providers of Internet services to end-users. |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Basis of Accounting [Text Block] | 2. The accompanying unaudited interim consolidated balance sheets, and the related consolidated statements of operations and comprehensive income and cash flows reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary for a fair presentation of the financial position of Tucows and its subsidiaries as at March 31, 2023 March 31, 2023 2022 10 not may The accompanying unaudited interim consolidated financial statements have been prepared by Tucows in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in the Company's annual audited consolidated financial statements and accompanying notes have been condensed or omitted. These interim consolidated financial statements and accompanying notes follow the same accounting policies and methods of application used in the annual financial statements and should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2022 2022 10 March 15, 2023 ( 2022 no three March 31, 2023 2022 |
Note 3 - Recent Accounting Pron
Note 3 - Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Accounting Standards Update and Change in Accounting Principle [Text Block] | 3. Recent Accounting Pronouncements Not None. |
Note 4 - Derivative Instruments
Note 4 - Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 4. The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are foreign exchange rate risk and interest rate risk. Since October 2012, May 2020, 2019 The Company does not one twelve June 2023. The Company has designated certain of these foreign exchange transactions as cash flow hedges of forecasted transactions under ASU 2017 12, 815 815” 815, March 31, 2023 December 31, 2022 no During the third 2022, As of March 31, 2023 815 As of December 31, 2022 815 As of March 31, 2023 Maturity date (Dollar amounts in thousands of U.S. dollars) Notional amount of U.S. dollars Weighted average exchange rate of U.S. dollars Fair value Asset April - June 2023 $ 16,248 1.3417 $ (123 ) July - September 2023 18,041 1.3608 141 October - December 2023 14,430 1.3721 249 $ 48,719 1.3578 $ 267 Fair value of derivative instruments and effect of derivative instruments on financial performance The effect of these derivative instruments on our consolidated financial statements were as follows (amounts presented do not Fair value of derivative instruments in the consolidated balance sheets Derivatives (Dollar amounts in thousands of U.S. dollars) Balance Sheet Location As of March 31, 2023 Fair Value Asset As of December 31, 2022 Fair Value Asset Foreign Currency forward contracts designated as cash flow hedges (net) Derivative instruments $ 267 $ (84 ) Interest rate swap contract discontinued as a cash flow hedge (net) Derivative instruments 853 1,598 Total foreign currency and interest swap forward contracts (net) Derivative instruments $ 1,120 $ 1,514 Movement in accumulated other comprehensive income (AOCI) balance for the three March 31, 2023 (Dollar amounts in thousands of U.S. dollars) Gains and losses on cash flow hedges Tax impact Total AOCI Opening AOCI balance - December 31, 2022 $ 1,032 $ (248 ) $ 784 Other comprehensive income (loss) before reclassifications 90 (22 ) 68 Amount reclassified from AOCI 261 (64 ) 197 Amortization of discontinued cash flow hedge (571 ) 138 (433 ) Other comprehensive income (loss) for the three months ended March 31, 2023 (220 ) 52 (168 ) Ending AOCI Balance - March 31, 2023 $ 812 $ (196 ) $ 616 Effects of derivative instruments on income and other comprehensive income (OCI) for the three March 31, 2023 2022 Derivatives in Cash Flow Hedging Relationship Amount of Gain or (Loss) Recognized in OCI, net of tax, on Derivative Location of Gain or (Loss) Reclassified from AOCI into Income Amount of Gain or (Loss) Reclassified from AOCI into Income Operating expenses $ (211 ) Foreign currency forward contracts for the three months ended March 31, 2023 $ 68 Cost of revenues $ (50 ) Interest rate swap contract for the three months ended March 31, 2023 $ - Interest expense, net $ - Operating expenses $ (58 ) Foreign currency forward contracts for the three months ended March 31, 2022 $ 1,056 Cost of revenues $ (12 ) Interest rate swap contract for the three months ended March 31, 2022 $ (88 ) Interest expense, net $ (17 ) For those interest rate swap contracts not Three Months Ended March 31, Interest rate swap contracts not designated as hedges: 2023 2022 Gain (loss) on matured swaps $ 776 $ - Gain (loss) on change in fair value on unsettled swaps 745 - $ 1,521 $ - |
Note 5 - Goodwill and Other Int
Note 5 - Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 5. Goodwill: Goodwill represents the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed in our acquisitions. The Company's Goodwill balance is $130.4 million as of March 31, 2023 December 31, 2022 nil Goodwill is not three March 31, 2023 2022 Other Intangible Assets: Intangible assets consist of acquired brand, technology, customer relationships, surname domain names, direct navigation domain names and network rights. The Company considers its intangible assets consisting of surname domain names and direct navigation domain names as indefinite life intangible assets. The Company has the exclusive right to these domain names as long as the annual renewal fees are paid to the applicable registry. Renewals occur routinely and at a nominal cost. The indefinite life intangible assets are not March 31, 2023 March 31, 2022 June 2006 Intangible assets, comprising brand, technology, customer relationships and network rights are being amortized on a straight-line basis over periods of two fifteen In the first 2023 seven Net book value of acquired intangible assets consist of the following (Dollar amounts in thousands of U.S. dollars): Surname domain names Direct navigation domain names Brand Customer relationships Technology Network rights Total Amortization period indefinite life indefinite life 7 years 3 - 7 years 2 - 7 years 15 years Balances, December 31, 2022 $ 11,155 $ 1,129 $ 2,940 $ 20,813 $ 2,770 $ 983 $ 39,790 Acquisition of customer relationships - - - 166 - - 166 Amortization expense - - (518 ) (2,174 ) (155 ) (25 ) (2,872 ) Balances, March 31, 2023 $ 11,155 $ 1,129 $ 2,422 $ 18,805 $ 2,615 $ 958 $ 37,084 The following table shows the estimated amortization expense for each of the next 5 no Year ending December 31, Remainder of 2023 $ 7,505 2024 5,498 2025 4,095 2026 2,737 2027 1,476 Thereafter 3,489 Total $ 24,800 |
Note 6 - Loan Payable
Note 6 - Loan Payable | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 6. Third Amended 2019 On June 14, 2019, 2019 On August 8, 2022, 18 June 14, 2024. four 4.00:1.00 September 29, 2023 3.75:1.00 3.00:1.00. March 14, 2023 may one three six Amending Agreement No.2 On March 14, 2023 No.2 March 14, 2023) December 31, 2023 September 30, 2024. 4.50:1.00 March 14, 2023 September 29, 2023; 4.00:1.00 September 30, 2023 December 30, 2023; 3.75:1.00 3.00:1.00. March 14, 2023, Credit Facility Terms During the three March 31, 2023 three March 31, 2022 Borrowings under the Amended Credit Agreement will accrue interest and standby fees based on Excluding-Ting’s Total Funded Debt to Adjusted EBITDA ratio and the availment type as follows: If Total Funded Debt to EBITDA is: Availment type or fee Less than 1.75 Greater than or equal to 1.75 and less than 2.25 Greater than or equal to 2.25 and less than 2.75 Greater than or equal to 2.75 and less than 3.25 Greater than or equal to 3.25 and less than 3.75 Greater than or equal to 3.75 and less than 4.00 Greater than or equal to 4.00 Canadian dollar borrowings based on Bankers’ Acceptance or U.S. dollar borrowings based on SOFR (Margin) 1.50 % 1.75 % 2.25 % 2.50 % 2.75 % 3.00 % 3.50 % Canadian or U.S. dollar borrowings based on Prime Rate or U.S. dollar borrowings based on Base Rate (Margin) 0.25 % 0.50 % 1.0 % 1.25 % 1.50 % 1.75 % 2.25 % Standby fees 0.30 % 0.35 % 0.45 % 0.50 % 0.55 % 0.60 % 0.70 % The following table summarizes Excluding-Ting's borrowings under the credit facilities (Dollar amounts in thousands of U.S. dollars): March 31, 2023 December 31, 2022 Revolver $ 236,900 $ 239,700 Less: unamortized debt discount and issuance costs (875 ) (770 ) Total loan payable 236,025 238,930 Less: loan payable, current portion - - Loan payable, long-term portion $ 236,025 $ 238,930 The following table summarizes our scheduled principal repayments as of March 31, 2023 Remainder of 2023 $ - 2024 236,900 $ 236,900 |
Note 7 - Income Taxes
Note 7 - Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 7. The Company's provision for income taxes for interim periods is determined by using an estimated annual effective tax rate, adjusted for discrete items arising during the quarter. At each quarter, the Company updates the estimated annual effective tax rate and makes a year-to-date adjustment to the provision. The estimated annual effective tax rate is subject to volatility due to several factors, including accurately forecasting the Company's net income before tax and taxable income or loss and the mix of tax jurisdictions to which they relate, intercompany transactions, and changes in statutes, regulations, and case law. For the three March 31, 2023 December 31, 2023. three March 31, 2023 For the three March 31, 2022, December 31, 2022 three March 31, 2022 |
Note 8 - Basic and Diluted Earn
Note 8 - Basic and Diluted Earnings Per Common Share | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 8. The following table reconciles the numerators and denominators of the basic and diluted earnings per common share computation (Dollar amounts in thousands of US dollars, except for share data): Three Months Ended March 31, 2023 2022 Numerator for basic and diluted earnings per common share: Net income/(loss) for the period $ (19,083 ) $ (3,020 ) Denominator for basic and diluted earnings per common share: Basic weighted average number of common shares outstanding 10,806,321 10,754,758 Effect of outstanding stock options - - Diluted weighted average number of shares outstanding 10,806,321 10,754,758 Basic earnings/(loss) per common share $ (1.77 ) $ (0.28 ) Diluted earnings/(loss) per common share $ (1.77 ) $ (0.28 ) For the three March 31, 2023, For three March 31, 2022 |
Note 9 - Revenue
Note 9 - Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | 9. Significant accounting policy The Company’s revenues are derived from (a) the provisioning of retail fiber Internet services through Ting, (b) the CSP solutions and professional services through Wavelo; and from (c) domain name registration contracts, other domain related value-added services, domain sale contracts, and other advertising revenue through Tucows Domains Services. Certain revenues are disclosed under Tucows Corporate as they are considered non-core business activities including Mobile Retail Services, Transition Services Agreement ("TSA") revenue and eliminations of intercompany revenue. Amounts received in advance of meeting the revenue recognition criteria described below are recorded as deferred revenue. All products are generally sold without the right of return or refund. Revenue is measured based on consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third Nature of goods and services The following is a description of principal activities – separated by reportable segments – from which the Company generates its revenue. For more detailed information about reportable segments, see Note 12 (a) Ting The Company generates Ting revenues primarily through the provisioning of fixed high-speed Internet access, Ting Internet. Ting Internet contracts provide customers Internet access at their home or business through the installation and use of our fiber optic network. Ting Internet contracts are generally prepaid and grant customers with unlimited bandwidth based on a fixed price per month basis. Because consideration is collected before the service period, revenue is initially deferred and recognized as the Company performs its obligation to provide Internet access. Though the Company does not Ting Internet access services are primarily contracted through the Ting website, for one no In those cases, where payment is not not (b) Wavelo The Company generates Wavelo revenues by providing billing and provisioning platform services to Communication Service Providers ("CSPs") to whom we also provide other professional services. Platform service agreements contain both platform services and professional services. Platform services offer a variety of solutions that support CSPs, including subscription and billing management, network orchestration and provisioning, and individual developer tools through a single, cloud based service. Consideration under platform service arrangements includes both a variable component that changes each month depending on the number of subscribers hosted on the platform, as well as platform payments and credits. The Company estimates platform payment and credit consideration over the term of the contract and recognizes the portion related to platform services evenly over the term of the contract. The Company recognizes variable subscriber fees, as the fees are invoiced. Platform services represent a single promise to provide continuous access (i.e. a stand-ready performance obligation) to the platform. As each month of providing access to the platform is substantially the same and the customer simultaneously receives and consumes the benefits as access is provided, the performance obligation is comprised of a series of distinct service periods. Professional services provided under platform service arrangements can include implementation, training, consulting or software development/modification services. Revenues related to professional services are distinct from the other promises in the contract(s) and are recognized as the related services are performed, on the basis of hours consumed. Platform payment and credit consideration is allocated between the platform services and professional services performance obligations by estimating the standalone selling price (“SSP”) of each performance obligation. The Company estimates the SSP of professional services based on observable standalone sales. The SSP of platform services is derived using the residual approach by estimating the total contract consideration and subtracting the SSP of professional services. Total contract consideration is estimated at contract inception, considering any constraints that may Other professional services consist of professional service arrangements with platform services customers which are billed based on separate Statement of Work (“SOW”) arrangements for bespoke feature development. Revenues for professional services contracted through separate SOWs are recognized at a point-in-time when the final acceptance criteria have been met. (c) Tucows Domains Domain registration contracts, which can be purchased for terms of one ten Domain related value-added services like digital certifications, WHOIS privacy, website hosting and hosted email provide our resellers and retail registrant customers with tools and additional functionality to be used in conjunction with domain registrations. All domain related value-added services are considered distinct performance obligations which transfer the promised service to the customer over the contracted term. Fees charged to customers for domain related value-added services are collected at the inception of the contract, and revenue is recognized on a straight-line basis over the contracted term, consistent with the satisfaction of the performance obligations. The Company is an ICANN accredited registrar. Thus, the Company is the primary obligor with our reseller and retail registrant customers and is responsible for the fulfillment of our registrar services to those parties. As a result, the Company reports revenue in the amount of the fees we receive directly from our reseller and retail registrant customers. Our reseller customers maintain the primary obligor relationship with their retail customers, establish pricing and retain credit risk to those customers. Accordingly, the Company does not The Company also sells the rights to the Company’s portfolio domains or names acquired through the Company’s domain expiry stream. Revenue generated from sale of domain name contracts, containing a distinct performance obligation to transfer the domain name rights under the Company’s control, is generally recognized once the rights have been transferred and payment has been received in full. Advertising revenue is derived through domain parking monetization, whereby the Company contracts with third no Disaggregation of Revenue The following is a summary of the Company’s revenue earned from each significant revenue stream (Dollar amounts in thousands of U.S. dollars): Three Months Ended March 31, 2023 2022 Ting: Fiber Internet Services $ 11,853 $ 9,788 Wavelo: Platform Services 6,498 6,097 Other Professional Services 802 750 Total Wavelo 7,300 6,847 Tucows Domains Wholesale Domain Services 46,293 46,836 Value Added Services 4,531 5,649 Total Wholesale 50,824 52,485 Retail 8,418 9,061 Total Tucows Domains 59,242 61,546 Tucows Corporate: Mobile services and eliminations 2,035 2,918 $ 80,430 $ 81,099 During the three March 31, 2023 three March 31, 2022 no one 10% At March 31, 2023 , one % December 31, 2022, one The following is a summary of the Company’s cost of revenue from each significant revenue stream (Dollar amounts in thousands of U.S. dollars): Three Months Ended March 31, 2023 2022 Ting: Fiber Internet Services $ 3,985 $ 4,038 Wavelo: Platform Services 334 185 Other Professional Services 692 776 Total Wavelo 1,026 961 Tucows Domains: Wholesale Domain Services 37,002 36,397 Value Added Services 606 656 Total Wholesale 37,608 37,053 Retail 4,113 4,759 Total Tucows Domains 41,721 41,812 Tucows Corporate: Mobile services and eliminations 2,558 2,610 Network Expenses: Network, other costs 6,323 4,180 Network, depreciation of property and equipment 8,436 5,895 Network, amortization of intangible assets 378 378 Network, impairment of property and equipment 1,942 27 Total Network Expenses 17,079 10,480 $ 66,369 $ 59,901 Contract Balances The following tables provide information about contract assets and contract liabilities (deferred revenue) from contracts with customers. The Company accounts for contract assets and liabilities on a contract-by-contract basis, with each contract presented as either a net contract asset or a net contract liability accordingly. Some of the Company’s long-term contracts with customers are billed in advance of service, such as domain contracts and some professional service contracts. Consideration received from customers related to performance obligations which have not Deferred revenue primarily relates to the portion of the transaction price received in advance related to the unexpired term of domain name registrations and other domain related value-added services, on both a wholesale and retail basis, net of external commissions. Significant changes in deferred revenue for the three March 31, 2023 Deferred revenue: March 31, 2023 Balance, beginning of period $ 145,131 Deferred revenue 66,736 Recognized revenue (60,433 ) Balance, end of period $ 151,434 The Company receives consideration for long-term mobile platform service contracts, which we collect variably each month depending on the number of subscribers hosted on the platform (subject to certain minimums) as well as through certain fixed platform fees and credits. Contract assets are recorded for services delivered under long-term mobile platform services contracts, to the extent that the services delivered exceed the services which have been billed to the customer at the reporting date. Contract assets are transferred to receivables when the rights to consideration become unconditional. All contract assets transfer to receivables within three three March 31, 2023 Contract assets : March 31, 2023 Balance, beginning of period $ 7,487 Consideration recognized as revenue 5,532 Transferred to receivables (7,723 ) Balance, end of period $ 5,296 Remaining Performance Obligations: For retail mobile and internet access services, where the performance obligation is part of contracts that have an original expected duration of one one not Although domain registration contracts are deferred over the lives of the individual contracts, which can range from one ten 80 twelve Deferred revenue related to Exact hosting contracts is also deferred over the lives of the individual contracts, which are expected to be fully recognized within the next twelve Professional service revenue related to platform services may not |
Note 10 - Costs to Obtain and F
Note 10 - Costs to Obtain and Fulfill a Contract | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Capitalized Contract Costs [Text Block] | 10. Deferred costs of fulfillment Deferred costs to fulfill contracts primarily consist of domain registration costs which have been paid to a domain registry, and are capitalized as deferred costs of fulfillment. These costs are deferred and amortized over the life of the domain which generally ranges from one ten three March 31, 2023 no three March 31, 2023 The breakdown of the movement in the deferred costs of fulfillment balance for the three March 31, 2023 March 31, 2023 Balance, beginning of period $ 110,674 Deferral of costs 46,703 Recognized costs (42,747 ) Balance, end of period $ 114,630 |
Note 11 - Leases
Note 11 - Leases | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | 11. We lease datacenters, corporate offices and fiber-optic cables under operating leases. The Company does not Our leases have remaining lease terms of 1 year to 20 years, some of which may may The components of lease expense were as follows (Dollar amounts in thousands of U.S. dollars): For the Three Months Ended March 31, 2023 2022 Operating Lease Cost (leases with a total term greater than 12 months) $ 1,273 $ 849 Short-term Lease Cost (leases with a total term of 12 months or less) 87 11 Variable Lease Cost 434 103 Total Lease Cost $ 1,794 $ 963 Lease Cost is presented in general and administrative expenses and network expenses within our consolidated statements of operations and comprehensive income. Information related to leases was as follows (Dollar amounts in thousands of U.S. dollars): For the Three Months Ended March 31, Supplemental cashflow information: 2023 2022 Operating Lease - Operating Cash Flows (Fixed Payments) $ 1,378 $ 936 Operating Lease - Operating Cash Flows (Liability Reduction) $ 1,219 $ 832 New ROU Assets - Operating Leases $ 2,821 $ 1,378 Supplemental balance sheet information related to leases: March 31, 2023 December 31, 2022 Weighted Average Discount Rate 4.78 % 3.11 % Weighted Average Remaining Lease Term 6.36 yrs 7.36 yrs Maturity of lease liability as of March 31, 2023 March 31, 2023 Remaining of 2023 $ 4,344 2024 5,279 2025 3,851 2026 2,136 2027 1,408 Thereafter 3,948 Total future lease payments 20,967 Less imputed interest 2,267 Total $ 18,700 Operating lease payments include payments under the non-cancellable term, without any additional amounts related to options to extend lease terms that are reasonably certain of being exercised. As of March 31, 2023 not not The Company has elected to use the single exchange rate approach when accounting for lease modifications. Under the single exchange rate approach, the entire right of use asset is revalued at the date of modification in the Company’s functional currency provided the re-measurement is not |
Note 12 - Segment Reporting
Note 12 - Segment Reporting | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 12. Reportable operating segments: We are organized and managed based on three operating segments which are differentiated primarily by their services, the markets they serve and the regulatory environments in which they operate. No Certain revenues and expenses disclosed under the Corporate category are excluded from segment EBITDA results as they are centrally managed and not Our reportable operating segments and their principal activities consist of the following: 1. 2. 3. Our segmented results include shared services allocations, including a profit margin, from Tucows Corporate for Finance, Human Resources and other technical services, to the operating units. In addition, Wavelo charges Ting a subscriber based monthly charge services rendered. Financial impacts from these allocations and cross segment charges are eliminated as part of the Tucows Corporate results. Key measure of segment performance: The CEO, as the chief operating decision maker, regularly reviews the operations and performance by segment. The CEO reviews segment revenue, gross margin and adjusted EBITDA (as defined below) as (i) key measures of performance for each segment and (ii) to make decisions about the allocation of resources. Sales and marketing expenses, technical operations and development expenses and general and administrative expenses and not not not not Our key measures of segment performance and their definitions are: 1. 2. not not The Company believes that both segment gross margin and adjusted EBITDA measures are important indicators of the operational strength and performance of its segments, by identifying those items that are not not Information by reportable segments (with the exception of disaggregated revenue, which is discussed in “Note 9 Reconciliation of Income before Provision for Income Taxes to Adjusted EBITDA Three Months Ended March 31, (In Thousands of US Dollars) 2023 2022 (unaudited) (unaudited) (unaudited) Net Income (Loss) for the period $ (19,083 ) $ (3,020 ) Less: Provision for income taxes (1,710 ) 1,078 Depreciation of property and equipment 8,588 6,043 Impairment and loss on disposition of property and equipment 1,942 412 Amortization of intangible assets 2,872 2,843 Interest expense, net 7,880 1,796 Accretion of contingent liability - 98 Stock-based compensation 2,246 1,391 Unrealized loss (gain) on foreign exchange revaluation of foreign denominated monetary assets and liabilities 40 53 Acquisition and other costs 1 255 617 Adjusted EBITDA $ 3,030 $ 11,311 1 November 2021. Ting Wavelo Tucows Domains Tucows Corporate Consolidated Totals For the Three Months Ended March 31, 2023 Net Revenues External Revenues $ 11,853 $ 7,958 $ 59,242 $ 1,377 $ 80,430 Intersegment Revenues - 658 - (658 ) - Total Net Revenues 11,853 7,300 59,242 2,035 80,430 Direct cost of revenues 3,985 1,026 41,721 2,558 49,290 Segment Gross Margin 7,868 6,274 17,521 (523 ) 31,140 Network, other costs 6,323 Network, depreciation of property and equipment 8,436 Network, amortization of intangible assets 378 Network, impairment of property and equipment 1,942 Gross profit 14,061 Expenses: Sales and marketing 15,737 Technical operations and development 4,815 General and administrative 8,146 Depreciation of property and equipment 152 Loss on disposition of property and equipment - Amortization of intangible assets 2,494 Loss (gain) on currency forward contracts - Total expenses 31,344 Income (Loss) from operations (17,283 ) Other income (expenses): Interest expense, net (7,880 ) Income earned on sale of transferred assets 4,370 Other expense, net - Total other income (expense) (3,510 ) Income (Loss) before provision for income taxes $ (20,793 ) Adjusted EBITDA $ (9,273 ) $ 335 $ 10,338 $ 1,630 $ 3,030 Ting Wavelo Tucows Domains Tucows Corporate Consolidated Totals For the Three Months Ended March 31, 2022 Net Revenues External Revenues $ 9,788 $ 7,004 $ 61,546 $ 2,761 $ 81,099 Intersegment Revenues - 157 - (157 ) - Total Net Revenues 9,788 6,847 61,546 2,918 81,099 Direct cost of revenues 4,038 961 41,812 2,610 49,421 Segment Gross Margin 5,751 5,886 19,733 308 31,678 Network, other costs 4,180 Network, depreciation of property and equipment 5,895 Network, amortization of intangible assets 378 Network, impairment of property and equipment 27 Gross profit 21,198 Expenses: Sales and marketing 11,987 Technical operations and development 3,765 General and administrative 7,296 Depreciation of property and equipment 148 Loss on disposition of property and equipment 385 Amortization of intangible assets 2,465 Loss (gain) on currency forward contracts - Total expenses 26,046 Income (Loss) from operations (4,848 ) Other income (expenses): Interest expense, net (1,796 ) Income earned on sale of transferred assets 4,752 Other expense, net (50 ) Total other income (expense) 2,906 Income (Loss) before provision for income taxes $ (1,942 ) Adjusted EBITDA $ (4,321 ) $ 2,047 $ 11,774 $ 1,811 $ 11,311 (b) The following is a summary of the Company’s property and equipment by geographic region (Dollar amounts in thousands of US dollars): March 31, 2023 December 31, 2022 Canada $ 1,348 $ 1,240 United States 302,407 280,219 Europe 36 36 $ 303,791 $ 281,495 (c) The following is a summary of the Company’s amortizable intangible assets by geographic region (Dollar amounts in thousands of US dollars): March 31, 2023 December 31, 2022 Canada $ 2,349 $ 2,736 United States 22,451 24,770 Germany - - $ 24,800 $ 27,506 (d) Valuation and qualifying accounts (Dollar amounts in thousands of US dollars): Allowance for doubtful accounts Balance at beginning of period Charged to costs and expenses Write-offs during period Balance at end of period Three Months Ended March 31, 2023 $ 693 $ - $ 68 $ 625 Twelve months ended December 31, 2022 $ 541 $ 152 $ - $ 693 |
Note 13 - Stockholders' Equity
Note 13 - Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | 13. The following table summarizes stockholders' equity transactions for the three March 31, 2023 ( Accumulated Additional other Total Common stock paid in Retained comprehensive stockholders' Number Amount capital earnings income (loss) equity Balances, December 31, 2022 10,817,110 $ 31,868 $ 8,106 $ 55,899 $ 784 $ 96,657 Exercise of stock options - - - - - - Stock-based compensation 14,325 593 1,653 - 2,246 Net income - - - (19,083 ) - (19,083 ) Other comprehensive income (loss) - - - - (168 ) (168 ) Balances, March 31, 2023 10,831,435 $ 32,461 $ 9,759 $ 36,816 $ 616 $ 79,652 2023 On February 9, 2023, February 10, 2023 February 9, 2024. three March 31, 2023 not 2022 On February 10, 2022, February 11, 2022 February 10, 2023. three March 31, 2023 not 2021 On February 9, 2021, February 10, 2021 February 9, 2022. three March 31, 2022 not |
Note 14 - Share-based Payments
Note 14 - Share-based Payments | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 14. 2006 On November 22, 2006, 2006 “2006 July 29, 2010 1996 2006 2006 October 8, 2010, 2006 September 2015, 2006 November 2020, 2006 2006 four not seven one five September 2015 2006 Our current equity-based compensation plans include provisions that allow for the “net exercise” of stock options by all plan participants. In a net exercise, any required payroll taxes, federal withholding taxes and exercise price of the shares due from the option holder can be paid for by having the option holder tender back to the Company a number of shares at fair value equal to the amounts due. These transactions are accounted for by the Company as a purchase and retirement of shares. The fair value of each option grant ("Company Option") is estimated on the date of grant using the Black-Scholes option-pricing model. Because option-pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. The Company calculates expected volatility based on historical volatility of the Company’s common shares. The expected term, which represents the period of time that options granted are expected to be outstanding, is estimated based on historical exercise experience. The Company evaluated historical exercise behavior when determining the expected term assumptions. The risk-free rate assumed in valuing the options is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The Company determines the expected dividend yield percentage by dividing the expected annual dividend by the market price of Tucows Inc. common shares at the date of grant. Details of Company Option transactions for the three March 31, 2023 March 31, 2022 Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period 1,036,748 $ 59.97 901,651 $ 56.44 Granted 10,000 22.36 7,000 71.43 Exercised - - (11,592 ) 56.63 Forfeited (18,423 ) 60.04 (12,568 ) 86.20 Expired (6,725 ) 67.25 (1,237 ) 62.51 Outstanding, end of period 1,021,600 60.04 883,254 64.37 Options exercisable, end of period 515,204 $ 62.70 405,846 $ 56.40 As of March 31, 2023 Options outstanding Options exercisable Exercise price Number outstanding Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value Number exercisable Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value $22.36 - $22.36 10,000 $ 22.36 7.0 $ - - $ - - $ - $30.70 - $30.74 20,000 30.71 6.7 - - - - - $40.04 - $48.00 229,110 42.38 5.9 - 7,000 47.29 1.8 - $51.82 - $59.98 197,708 55.72 1.5 - 192,158 55.72 1.4 - $60.01 - $68.41 310,108 62.09 3.3 - 219,353 62.68 3.1 - $70.13 - $79.51 238,174 78.54 4.9 - 89,756 77.43 4.6 - $80.61 - $82.07 16,500 81.27 5.5 - 6,937 81.60 5.5 - 1,021,600 $ 59.58 4.1 $ - 515,204 $ 62.70 2.7 $ - Total unrecognized compensation cost relating to unvested stock options at March 31, 2023 mately $7.1 of 2.4 2022 On November 9, 2022 2022 three first three three The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Because option-pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. The Company calculates expected volatility based on the actual volatility of comparable publicly traded companies. The risk-free rate assumed in valuing the options is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The Company assumes the expected dividend yield to be zero. Details of Wavelo's stock option transactions for the three March 31, 2023 March 31, 2022 Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period 15,975,528 $ 1.27 - $ - Granted 580,750 1.27 - - Exercised - - - - Forfeited (86,683 ) 1.27 - - Expired - - - - Outstanding, end of period 16,469,595 1.27 - - Options exercisable, end of period 4,602,003 $ 1.27 - $ - As of March 31, 2023 Options outstanding Options exercisable Exercise price Number outstanding Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value Number exercisable Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value $0 - $1.27 16,469,595 $ 1.27 6.6 $ - 4,602,003 $ 1.27 6.6 $ - 16,469,595 $ 1.27 6.6 $ - 4,602,003 $ 1.27 6.6 $ - Total unrecognized compensation cost relating to unvested stock options at March 31, 2023 mately $5.7 of 2.9 2022 On January 16, 2023 four not ten The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Because option-pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. The Company calculates expected volatility based on the actual volatility of comparable publicly traded companies. The risk-free rate assumed in valuing the options is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The Company assumes the expected dividend yield to be zero. Details of Ting's stock option transactions for the three March 31, 2023 March 31, 2022 Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period - $ - - $ - Granted 7,315,000 6.00 - - Exercised - - - - Forfeited (35,473 ) 6.00 - - Expired - - - - Outstanding, end of period 7,279,527 6.00 - - Options exercisable, end of period 1,836,206 $ 6.00 - $ - As of March 31, 2023 Options outstanding Options exercisable Exercise price Number outstanding Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value Number exercisable Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value $0 - $6.00 7,279,527 $ 6.00 6.8 $ - 1,836,206 $ 6.00 6.8 $ - 7,279,527 $ 6.00 6.8 $ - 1,836,206 $ 6.00 6.8 $ - Total unrecognized compensation cost relating to unvested stock options at March 31, 2023 matel y $0.5 o f 2.9 The Company recorded stock-based compensation of $2.2 million for the three March 31, 2023 three March 31, 2022 Three Months Ended 2023 2022 Company options $ 1,504 $ 1,391 Wavelo options 546 - Ting options 196 - Total Stock Based Compensation expense $ 2,246 $ 1,391 The Company has not |
Note 15 - Fair Value Measuremen
Note 15 - Fair Value Measurement | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 15. For financial assets and liabilities recorded in our financial statements at fair value we utilize a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three 1 2 3 Equity investments without readily determinable fair value include ownership rights that do not The following table provides a summary of the fair values of the Company’s derivative instruments measured at fair value on a recurring basis as at March 31, 2023 March 31, 2023 Fair Value Measurement Using Assets Level 1 Level 2 Level 3 at Fair value Derivative instrument asset, net $ - $ 1,120 $ - $ 1,120 Total asset, net $ - $ 1,120 $ - $ 1,120 The following table provides a summary of the fair values of the Company’s derivative instruments measured at fair value on a recurring basis as at December 31, 2022 December 31, 2022 Fair Value Measurement Using Assets Level 1 Level 2 Level 3 at Fair value Derivative instrument asset, net $ - $ 1,514 $ - $ 1,514 Total assets, net $ - $ 1,514 $ - $ 1,514 |
Note 16 - Other Income
Note 16 - Other Income | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Other Income and Other Expense Disclosure [Text Block] | 16. On August 1, 2020, one $4.4 $4.8 three March 31, 2023 2022 (Dollar amounts in thousands of U.S. dollars) Three Months Ended March 31, 2023 2022 Income earned on sale of Transferred Assets $ 4,370 $ 4,752 Total Other Income $ 4,370 $ 4,752 |
Note 17 - Redeemable Preferred
Note 17 - Redeemable Preferred Shares | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Redeemable Preferred Shares [Policy Text Block] | 17. The Company entered into a Series A Preferred Unit Purchase Agreement (the “Unit Purchase Agreement”) with Generate TF Holdings, LLC, a Delaware limited liability company (“Generate”) on August 8, 2022 ( August 11, 2022 ( third three may first two not second fourth six not 50 The Company's Amended and Restated Limited Liability Company Agreement (the "LLC Agreement"), states that in the event that (i) the Company fails to pay the preferred return for two not Under the terms of the LLC Agreement, the Company is mandatorily required to redeem the redeemable preferred shares prior to the earliest of (i) a sale of the Company, (ii) a public offering, (iii) an event of default (or similar term) by Tucows Inc. or any of its affiliates under, (iv) a material breach if not two six sixth August 10, 2028 4.2 three March 31, 2023, The Company incurred $0.9 million of legal fees related to the redeemable preferred share 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 consolidated statements of operations and comprehensive income (loss) over the expected six On January 30, 2023, March 31, 2023 As of March 31, 2023, fourth The following table summarizes the Company’s borrowings under the preferred share agreement (Dollar amounts in thousands of U.S. dollars): March 31, 2023 December 31, 2022 Opening Balance $ 91,396 $ - Add: Funding at Transaction Close - 60,000 Add: Milestone Funding 30,000 27,500 Add: Accretion of redeemable preferred shares 4,179 3,896 Redeemable Preferred Shares balance 125,575 91,396 Less: Deferred Preferred Financing Costs (771 ) (962 ) Total Redeemable Preferred Shares $ 124,804 $ 90,434 The following table summarizes our scheduled repayments as of March 31, 2023 ( Remainder of 2023 $ - 2024 9,241 2025 23,424 2026 23,296 2027 and thereafter 191,759 $ 247,720 On April 21, 2023, 19 On May 4, 2023, with Generate. Under the terms of terms of the Redemption Agreement, Ting Fiber, LLC for a total redemption price of $45.7 million inclusive of the make-whole premium. Terms of the Side Letter Agreement also preclude Ting Fiber, LLC from issuing additional Series A Preferred Units for 365 19 |
Note 18 - Contingencies
Note 18 - Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 18. From time to time, the Company has legal claims and lawsuits in connection with its ordinary business operations. The Company vigorously defends such claims. While the final outcome with respect to any actions or claims outstanding or pending as of March 31, 2023 not |
Note 19 - Subsequent Events
Note 19 - Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 19. a. Issuance of Preferred Units by Ting Fiber, LLC On April 21, 2023, b. Debt Securitization On May 4, 2023 ( ) 2023 1, 2 2023 1, 2023 1, 2023 c. Redeemable Preferred Share Redemption On May 4, 2023, with Generate. Under the terms of terms of the Redemption Agreement, Ting Fiber, LLC for a total redemption price of $45.7 million inclusive of the make-whole premium. Terms of the Side Letter Agreement also preclude Ting Fiber, LLC from issuing additional Series A Preferred Units for 365 |
Note 4 - Derivative Instrumen_2
Note 4 - Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Derivative Instruments [Table Text Block] | Maturity date (Dollar amounts in thousands of U.S. dollars) Notional amount of U.S. dollars Weighted average exchange rate of U.S. dollars Fair value Asset April - June 2023 $ 16,248 1.3417 $ (123 ) July - September 2023 18,041 1.3608 141 October - December 2023 14,430 1.3721 249 $ 48,719 1.3578 $ 267 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | Derivatives (Dollar amounts in thousands of U.S. dollars) Balance Sheet Location As of March 31, 2023 Fair Value Asset As of December 31, 2022 Fair Value Asset Foreign Currency forward contracts designated as cash flow hedges (net) Derivative instruments $ 267 $ (84 ) Interest rate swap contract discontinued as a cash flow hedge (net) Derivative instruments 853 1,598 Total foreign currency and interest swap forward contracts (net) Derivative instruments $ 1,120 $ 1,514 |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Gains and losses on cash flow hedges Tax impact Total AOCI Opening AOCI balance - December 31, 2022 $ 1,032 $ (248 ) $ 784 Other comprehensive income (loss) before reclassifications 90 (22 ) 68 Amount reclassified from AOCI 261 (64 ) 197 Amortization of discontinued cash flow hedge (571 ) 138 (433 ) Other comprehensive income (loss) for the three months ended March 31, 2023 (220 ) 52 (168 ) Ending AOCI Balance - March 31, 2023 $ 812 $ (196 ) $ 616 Derivatives in Cash Flow Hedging Relationship Amount of Gain or (Loss) Recognized in OCI, net of tax, on Derivative Location of Gain or (Loss) Reclassified from AOCI into Income Amount of Gain or (Loss) Reclassified from AOCI into Income Operating expenses $ (211 ) Foreign currency forward contracts for the three months ended March 31, 2023 $ 68 Cost of revenues $ (50 ) Interest rate swap contract for the three months ended March 31, 2023 $ - Interest expense, net $ - Operating expenses $ (58 ) Foreign currency forward contracts for the three months ended March 31, 2022 $ 1,056 Cost of revenues $ (12 ) Interest rate swap contract for the three months ended March 31, 2022 $ (88 ) Interest expense, net $ (17 ) |
Derivatives Not Designated as Hedging Instruments [Table Text Block] | Three Months Ended March 31, Interest rate swap contracts not designated as hedges: 2023 2022 Gain (loss) on matured swaps $ 776 $ - Gain (loss) on change in fair value on unsettled swaps 745 - $ 1,521 $ - |
Note 5 - Goodwill and Other I_2
Note 5 - Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Surname domain names Direct navigation domain names Brand Customer relationships Technology Network rights Total Amortization period indefinite life indefinite life 7 years 3 - 7 years 2 - 7 years 15 years Balances, December 31, 2022 $ 11,155 $ 1,129 $ 2,940 $ 20,813 $ 2,770 $ 983 $ 39,790 Acquisition of customer relationships - - - 166 - - 166 Amortization expense - - (518 ) (2,174 ) (155 ) (25 ) (2,872 ) Balances, March 31, 2023 $ 11,155 $ 1,129 $ 2,422 $ 18,805 $ 2,615 $ 958 $ 37,084 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year ending December 31, Remainder of 2023 $ 7,505 2024 5,498 2025 4,095 2026 2,737 2027 1,476 Thereafter 3,489 Total $ 24,800 |
Note 6 - Loan Payable (Tables)
Note 6 - Loan Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Standby Fees Based on Total Funded Debt to EBITDA Ratio [Table Text Block] | If Total Funded Debt to EBITDA is: Availment type or fee Less than 1.75 Greater than or equal to 1.75 and less than 2.25 Greater than or equal to 2.25 and less than 2.75 Greater than or equal to 2.75 and less than 3.25 Greater than or equal to 3.25 and less than 3.75 Greater than or equal to 3.75 and less than 4.00 Greater than or equal to 4.00 Canadian dollar borrowings based on Bankers’ Acceptance or U.S. dollar borrowings based on SOFR (Margin) 1.50 % 1.75 % 2.25 % 2.50 % 2.75 % 3.00 % 3.50 % Canadian or U.S. dollar borrowings based on Prime Rate or U.S. dollar borrowings based on Base Rate (Margin) 0.25 % 0.50 % 1.0 % 1.25 % 1.50 % 1.75 % 2.25 % Standby fees 0.30 % 0.35 % 0.45 % 0.50 % 0.55 % 0.60 % 0.70 % |
Schedule of Debt [Table Text Block] | March 31, 2023 December 31, 2022 Revolver $ 236,900 $ 239,700 Less: unamortized debt discount and issuance costs (875 ) (770 ) Total loan payable 236,025 238,930 Less: loan payable, current portion - - Loan payable, long-term portion $ 236,025 $ 238,930 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | Remainder of 2023 $ - 2024 236,900 $ 236,900 |
Note 8 - Basic and Diluted Ea_2
Note 8 - Basic and Diluted Earnings Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended March 31, 2023 2022 Numerator for basic and diluted earnings per common share: Net income/(loss) for the period $ (19,083 ) $ (3,020 ) Denominator for basic and diluted earnings per common share: Basic weighted average number of common shares outstanding 10,806,321 10,754,758 Effect of outstanding stock options - - Diluted weighted average number of shares outstanding 10,806,321 10,754,758 Basic earnings/(loss) per common share $ (1.77 ) $ (0.28 ) Diluted earnings/(loss) per common share $ (1.77 ) $ (0.28 ) |
Note 9 - Revenue (Tables)
Note 9 - Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Three Months Ended March 31, 2023 2022 Ting: Fiber Internet Services $ 11,853 $ 9,788 Wavelo: Platform Services 6,498 6,097 Other Professional Services 802 750 Total Wavelo 7,300 6,847 Tucows Domains Wholesale Domain Services 46,293 46,836 Value Added Services 4,531 5,649 Total Wholesale 50,824 52,485 Retail 8,418 9,061 Total Tucows Domains 59,242 61,546 Tucows Corporate: Mobile services and eliminations 2,035 2,918 $ 80,430 $ 81,099 March 31, 2023 Balance, beginning of period $ 145,131 Deferred revenue 66,736 Recognized revenue (60,433 ) Balance, end of period $ 151,434 March 31, 2023 Balance, beginning of period $ 7,487 Consideration recognized as revenue 5,532 Transferred to receivables (7,723 ) Balance, end of period $ 5,296 |
Schedule of Cost of Revenues by Revenue Stream [Table Text Block] | Three Months Ended March 31, 2023 2022 Ting: Fiber Internet Services $ 3,985 $ 4,038 Wavelo: Platform Services 334 185 Other Professional Services 692 776 Total Wavelo 1,026 961 Tucows Domains: Wholesale Domain Services 37,002 36,397 Value Added Services 606 656 Total Wholesale 37,608 37,053 Retail 4,113 4,759 Total Tucows Domains 41,721 41,812 Tucows Corporate: Mobile services and eliminations 2,558 2,610 Network Expenses: Network, other costs 6,323 4,180 Network, depreciation of property and equipment 8,436 5,895 Network, amortization of intangible assets 378 378 Network, impairment of property and equipment 1,942 27 Total Network Expenses 17,079 10,480 $ 66,369 $ 59,901 |
Note 10 - Costs to Obtain and_2
Note 10 - Costs to Obtain and Fulfill a Contract (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Capitalized Contract Cost [Table Text Block] | March 31, 2023 Balance, beginning of period $ 110,674 Deferral of costs 46,703 Recognized costs (42,747 ) Balance, end of period $ 114,630 |
Note 11 - Leases (Tables)
Note 11 - Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Lease, Cost [Table Text Block] | For the Three Months Ended March 31, 2023 2022 Operating Lease Cost (leases with a total term greater than 12 months) $ 1,273 $ 849 Short-term Lease Cost (leases with a total term of 12 months or less) 87 11 Variable Lease Cost 434 103 Total Lease Cost $ 1,794 $ 963 For the Three Months Ended March 31, Supplemental cashflow information: 2023 2022 Operating Lease - Operating Cash Flows (Fixed Payments) $ 1,378 $ 936 Operating Lease - Operating Cash Flows (Liability Reduction) $ 1,219 $ 832 New ROU Assets - Operating Leases $ 2,821 $ 1,378 Supplemental balance sheet information related to leases: March 31, 2023 December 31, 2022 Weighted Average Discount Rate 4.78 % 3.11 % Weighted Average Remaining Lease Term 6.36 yrs 7.36 yrs |
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block] | March 31, 2023 Remaining of 2023 $ 4,344 2024 5,279 2025 3,851 2026 2,136 2027 1,408 Thereafter 3,948 Total future lease payments 20,967 Less imputed interest 2,267 Total $ 18,700 |
Note 12 - Segment Reporting (Ta
Note 12 - Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Condensed Income Statement [Table Text Block] | Reconciliation of Income before Provision for Income Taxes to Adjusted EBITDA Three Months Ended March 31, (In Thousands of US Dollars) 2023 2022 (unaudited) (unaudited) (unaudited) Net Income (Loss) for the period $ (19,083 ) $ (3,020 ) Less: Provision for income taxes (1,710 ) 1,078 Depreciation of property and equipment 8,588 6,043 Impairment and loss on disposition of property and equipment 1,942 412 Amortization of intangible assets 2,872 2,843 Interest expense, net 7,880 1,796 Accretion of contingent liability - 98 Stock-based compensation 2,246 1,391 Unrealized loss (gain) on foreign exchange revaluation of foreign denominated monetary assets and liabilities 40 53 Acquisition and other costs 1 255 617 Adjusted EBITDA $ 3,030 $ 11,311 Ting Wavelo Tucows Domains Tucows Corporate Consolidated Totals For the Three Months Ended March 31, 2023 Net Revenues External Revenues $ 11,853 $ 7,958 $ 59,242 $ 1,377 $ 80,430 Intersegment Revenues - 658 - (658 ) - Total Net Revenues 11,853 7,300 59,242 2,035 80,430 Direct cost of revenues 3,985 1,026 41,721 2,558 49,290 Segment Gross Margin 7,868 6,274 17,521 (523 ) 31,140 Network, other costs 6,323 Network, depreciation of property and equipment 8,436 Network, amortization of intangible assets 378 Network, impairment of property and equipment 1,942 Gross profit 14,061 Expenses: Sales and marketing 15,737 Technical operations and development 4,815 General and administrative 8,146 Depreciation of property and equipment 152 Loss on disposition of property and equipment - Amortization of intangible assets 2,494 Loss (gain) on currency forward contracts - Total expenses 31,344 Income (Loss) from operations (17,283 ) Other income (expenses): Interest expense, net (7,880 ) Income earned on sale of transferred assets 4,370 Other expense, net - Total other income (expense) (3,510 ) Income (Loss) before provision for income taxes $ (20,793 ) Adjusted EBITDA $ (9,273 ) $ 335 $ 10,338 $ 1,630 $ 3,030 Ting Wavelo Tucows Domains Tucows Corporate Consolidated Totals For the Three Months Ended March 31, 2022 Net Revenues External Revenues $ 9,788 $ 7,004 $ 61,546 $ 2,761 $ 81,099 Intersegment Revenues - 157 - (157 ) - Total Net Revenues 9,788 6,847 61,546 2,918 81,099 Direct cost of revenues 4,038 961 41,812 2,610 49,421 Segment Gross Margin 5,751 5,886 19,733 308 31,678 Network, other costs 4,180 Network, depreciation of property and equipment 5,895 Network, amortization of intangible assets 378 Network, impairment of property and equipment 27 Gross profit 21,198 Expenses: Sales and marketing 11,987 Technical operations and development 3,765 General and administrative 7,296 Depreciation of property and equipment 148 Loss on disposition of property and equipment 385 Amortization of intangible assets 2,465 Loss (gain) on currency forward contracts - Total expenses 26,046 Income (Loss) from operations (4,848 ) Other income (expenses): Interest expense, net (1,796 ) Income earned on sale of transferred assets 4,752 Other expense, net (50 ) Total other income (expense) 2,906 Income (Loss) before provision for income taxes $ (1,942 ) Adjusted EBITDA $ (4,321 ) $ 2,047 $ 11,774 $ 1,811 $ 11,311 |
Schedule of Property Plant and Equipment by Geographic Region [Table Text Block] | March 31, 2023 December 31, 2022 Canada $ 1,348 $ 1,240 United States 302,407 280,219 Europe 36 36 $ 303,791 $ 281,495 |
Schedule of Acquired Intangible Assets by Major Class [Table Text Block] | March 31, 2023 December 31, 2022 Canada $ 2,349 $ 2,736 United States 22,451 24,770 Germany - - $ 24,800 $ 27,506 |
Financing Receivable, Allowance for Credit Loss [Table Text Block] | Allowance for doubtful accounts Balance at beginning of period Charged to costs and expenses Write-offs during period Balance at end of period Three Months Ended March 31, 2023 $ 693 $ - $ 68 $ 625 Twelve months ended December 31, 2022 $ 541 $ 152 $ - $ 693 |
Note 13 - Stockholders' Equity
Note 13 - Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Stockholders Equity [Table Text Block] | Accumulated Additional other Total Common stock paid in Retained comprehensive stockholders' Number Amount capital earnings income (loss) equity Balances, December 31, 2022 10,817,110 $ 31,868 $ 8,106 $ 55,899 $ 784 $ 96,657 Exercise of stock options - - - - - - Stock-based compensation 14,325 593 1,653 - 2,246 Net income - - - (19,083 ) - (19,083 ) Other comprehensive income (loss) - - - - (168 ) (168 ) Balances, March 31, 2023 10,831,435 $ 32,461 $ 9,759 $ 36,816 $ 616 $ 79,652 |
Note 14 - Share-based Payments
Note 14 - Share-based Payments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period 1,036,748 $ 59.97 901,651 $ 56.44 Granted 10,000 22.36 7,000 71.43 Exercised - - (11,592 ) 56.63 Forfeited (18,423 ) 60.04 (12,568 ) 86.20 Expired (6,725 ) 67.25 (1,237 ) 62.51 Outstanding, end of period 1,021,600 60.04 883,254 64.37 Options exercisable, end of period 515,204 $ 62.70 405,846 $ 56.40 Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period 15,975,528 $ 1.27 - $ - Granted 580,750 1.27 - - Exercised - - - - Forfeited (86,683 ) 1.27 - - Expired - - - - Outstanding, end of period 16,469,595 1.27 - - Options exercisable, end of period 4,602,003 $ 1.27 - $ - Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period - $ - - $ - Granted 7,315,000 6.00 - - Exercised - - - - Forfeited (35,473 ) 6.00 - - Expired - - - - Outstanding, end of period 7,279,527 6.00 - - Options exercisable, end of period 1,836,206 $ 6.00 - $ - |
Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | Options outstanding Options exercisable Exercise price Number outstanding Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value Number exercisable Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value $22.36 - $22.36 10,000 $ 22.36 7.0 $ - - $ - - $ - $30.70 - $30.74 20,000 30.71 6.7 - - - - - $40.04 - $48.00 229,110 42.38 5.9 - 7,000 47.29 1.8 - $51.82 - $59.98 197,708 55.72 1.5 - 192,158 55.72 1.4 - $60.01 - $68.41 310,108 62.09 3.3 - 219,353 62.68 3.1 - $70.13 - $79.51 238,174 78.54 4.9 - 89,756 77.43 4.6 - $80.61 - $82.07 16,500 81.27 5.5 - 6,937 81.60 5.5 - 1,021,600 $ 59.58 4.1 $ - 515,204 $ 62.70 2.7 $ - Options outstanding Options exercisable Exercise price Number outstanding Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value Number exercisable Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value $0 - $1.27 16,469,595 $ 1.27 6.6 $ - 4,602,003 $ 1.27 6.6 $ - 16,469,595 $ 1.27 6.6 $ - 4,602,003 $ 1.27 6.6 $ - Options outstanding Options exercisable Exercise price Number outstanding Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value Number exercisable Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value $0 - $6.00 7,279,527 $ 6.00 6.8 $ - 1,836,206 $ 6.00 6.8 $ - 7,279,527 $ 6.00 6.8 $ - 1,836,206 $ 6.00 6.8 $ - |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Three Months Ended 2023 2022 Company options $ 1,504 $ 1,391 Wavelo options 546 - Ting options 196 - Total Stock Based Compensation expense $ 2,246 $ 1,391 |
Note 15 - Fair Value Measurem_2
Note 15 - Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | March 31, 2023 Fair Value Measurement Using Assets Level 1 Level 2 Level 3 at Fair value Derivative instrument asset, net $ - $ 1,120 $ - $ 1,120 Total asset, net $ - $ 1,120 $ - $ 1,120 December 31, 2022 Fair Value Measurement Using Assets Level 1 Level 2 Level 3 at Fair value Derivative instrument asset, net $ - $ 1,514 $ - $ 1,514 Total assets, net $ - $ 1,514 $ - $ 1,514 |
Note 16 - Other Income (Tables)
Note 16 - Other Income (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | (Dollar amounts in thousands of U.S. dollars) Three Months Ended March 31, 2023 2022 Income earned on sale of Transferred Assets $ 4,370 $ 4,752 Total Other Income $ 4,370 $ 4,752 |
Note 17 - Redeemable Preferre_2
Note 17 - Redeemable Preferred Shares (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Financial Instruments Subject to Mandatory Redemption Disclosure [Table Text Block] | March 31, 2023 December 31, 2022 Opening Balance $ 91,396 $ - Add: Funding at Transaction Close - 60,000 Add: Milestone Funding 30,000 27,500 Add: Accretion of redeemable preferred shares 4,179 3,896 Redeemable Preferred Shares balance 125,575 91,396 Less: Deferred Preferred Financing Costs (771 ) (962 ) Total Redeemable Preferred Shares $ 124,804 $ 90,434 |
Mandatorily Redeemable Capital Stock [Table Text Block] | Remainder of 2023 $ - 2024 9,241 2025 23,424 2026 23,296 2027 and thereafter 191,759 $ 247,720 |
Note 4 - Derivative Instrumen_3
Note 4 - Derivative Instruments and Hedging Activities (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | May 31, 2020 | |
Derivative, Notional Amount | $ 48,719 | ||
Interest Rate Swap [Member] | |||
Derivative, Notional Amount | $ 70,000 | ||
Forward Contracts [Member] | |||
Derivative, Notional Amount | 48,700 | $ 49,700 | |
Forward Contracts [Member] | Designated as Hedging Instrument [Member] | |||
Derivative, Notional Amount | $ 48,700 | $ 49,700 | |
Forward Contracts [Member] | Minimum [Member] | |||
Derivative, Term of Contract (Month) | 1 month | ||
Forward Contracts [Member] | Maximum [Member] | |||
Derivative, Term of Contract (Month) | 12 years |
Note 4 - Derivative Instrumen_4
Note 4 - Derivative Instruments and Hedging Activities - Foreign Currency Forward Contracts (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Notional amount of U.S. dollars | $ 48,719 |
Weighted average exchange rate of U.S. dollars | 1.3578 |
Foreign currency forward contracts, asset | $ 267 |
Foreign Exchange Forward 1 [Member] | |
Notional amount of U.S. dollars | $ 16,248 |
Weighted average exchange rate of U.S. dollars | 1.3417 |
Foreign currency forward contracts, liability | $ (123) |
Foreign Exchange Forward 2 [Member] | |
Notional amount of U.S. dollars | $ 18,041 |
Weighted average exchange rate of U.S. dollars | 1.3608 |
Foreign currency forward contracts, asset | $ 141 |
Foreign Exchange Forward 3 [Member] | |
Notional amount of U.S. dollars | $ 14,430 |
Weighted average exchange rate of U.S. dollars | 1.3721 |
Foreign currency forward contracts, asset | $ 249 |
Note 4 - Derivative Instrumen_5
Note 4 - Derivative Instruments and Hedging Activities - Fair Value of Derivative Instruments in the Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Foreign currency forward contracts, asset | $ 267 | |
Derivative Instruments [Member] | ||
Total foreign currency and interest swap forward contracts (net) | 1,120 | $ 1,514 |
Derivative Instruments [Member] | Interest Rate Swap [Member] | ||
Interest rate swap contract discontinued as a cash flow hedge (net) | 853 | 1,598 |
Derivative Instruments [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | ||
Foreign currency forward contracts, asset | $ 267 | |
Foreign currency forward contracts, liability | $ (84) |
Note 4 - Derivative Instrumen_6
Note 4 - Derivative Instruments and Hedging Activities - Movement in AOCI Balance (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
AOCI balance, Gains and losses on cash flow hedges | $ 1,032 | |
AOCI balance, Tax impact | (248) | |
AOCI balance | 784 | |
Other comprehensive income (loss) before reclassifications, Gains and losses on cash flow hedges | 90 | |
Other comprehensive income (loss) before reclassifications, Tax impact | (22) | |
Other comprehensive income (loss) before reclassifications | 68 | $ 968 |
Amount reclassified from AOCI, Gains and losses on cash flow hedges | 261 | |
Amount reclassified from AOCI, Tax impact | (64) | |
Amount reclassified from AOCI | 197 | |
Amortization of discontinued cash flow hedge, Gains and losses on cash flow hedges | (571) | |
Amortization of discontinued cash flow hedge, Tax impact | 138 | |
Amortization of discontinued cash flow hedge | (433) | |
Other comprehensive income (loss), Gains and losses on cash flow hedges | (220) | |
Other comprehensive income (loss), Tax impact | 52 | |
Other comprehensive income (loss) for the three months ended March 31, 2023 | (168) | |
AOCI balance, Gains and losses on cash flow hedges | 812 | |
AOCI balance, Tax impact | (196) | |
AOCI balance | 616 | |
Amount of Gain or (Loss) Recognized in OCI, net of tax, on Derivative | (168) | |
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Interest Expense, Net [Member] | ||
Other comprehensive income (loss) for the three months ended March 31, 2023 | 0 | |
Amount of Gain or (Loss) Recognized in OCI, net of tax, on Derivative | 0 | |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Cost of Sales [Member] | ||
Other comprehensive income (loss) for the three months ended March 31, 2023 | 68 | 1,056 |
Amount of Gain or (Loss) Recognized in OCI, net of tax, on Derivative | 68 | 1,056 |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Interest Expense, Net [Member] | ||
Other comprehensive income (loss) for the three months ended March 31, 2023 | (88) | |
Amount of Gain or (Loss) Recognized in OCI, net of tax, on Derivative | (88) | |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | Operating Expense [Member] | ||
Amount of Gain or Reclassified from AOCI into Income | (211) | (58) |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | Cost of Sales [Member] | ||
Amount of Gain or Reclassified from AOCI into Income | (50) | (12) |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | Interest Expense, Net [Member] | ||
Amount of Gain or Reclassified from AOCI into Income | $ (17) | |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Interest Expense, Net [Member] | ||
Amount of Gain or Reclassified from AOCI into Income | $ 0 |
Note 4 - Derivative Instrumen_7
Note 4 - Derivative Instruments and Hedging Activities - Fair Value Adjustments of Forward Currency Forward Contracts Not Designated as Hedges (Details) - Foreign Exchange Forward [Member] - Not Designated as Hedging Instrument [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Gain (loss) on matured swaps | $ 776 | $ 0 |
Gain (loss) on change in fair value on unsettled swaps | 745 | 0 |
Gain (Loss) on Derivative Instruments, Net, Pretax | $ 1,521 | $ 0 |
Note 5 - Goodwill and Other I_3
Note 5 - Goodwill and Other Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Goodwill, Ending Balance | $ 130,410 | $ 130,410 | |
Goodwill, Impairment Loss | $ 0 | $ 0 | |
Customer Assets and Domain Names [Member] | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 7 years | ||
Minimum [Member] | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 2 years | ||
Maximum [Member] | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 15 years | ||
Domain Services Operating Segment [Member] | |||
Goodwill, Ending Balance | $ 107,700 | ||
Goodwill Percentage Related to Operating Segments | 83% | ||
Network Access Services [Member] | |||
Goodwill, Ending Balance | $ 22,700 | ||
Goodwill Percentage Related to Operating Segments | 17% | ||
Mobile Platform Services [Member] | |||
Goodwill Percentage Related to Operating Segments | 0% |
Note 5 - Goodwill and Other I_4
Note 5 - Goodwill and Other Intangible Assets - Acquired Intangible Assets by Major Class (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Balances | $ 39,790 | |
Acquisition of customer relationships | 166 | |
Amortization expense | (2,872) | $ (2,843) |
Balances | 37,084 | |
Brand [Member] | ||
Balances | 2,940 | |
Acquisition of customer relationships | 0 | |
Amortization expense | (518) | |
Balances | 2,422 | |
Customer Relationships [Member] | ||
Balances | 20,813 | |
Acquisition of customer relationships | 166 | |
Amortization expense | (2,174) | |
Balances | 18,805 | |
Technology-Based Intangible Assets [Member] | ||
Balances | 2,770 | |
Acquisition of customer relationships | 0 | |
Amortization expense | (155) | |
Balances | 2,615 | |
Network Rights [Member] | ||
Balances | 983 | |
Acquisition of customer relationships | 0 | |
Amortization expense | (25) | |
Balances | 958 | |
Surname Domain Names [Member] | ||
Balances | 11,155 | |
Acquisition of customer relationships | 0 | |
Balances | 11,155 | |
Direct Navigation Domain Names [Member] | ||
Balances | 1,129 | |
Acquisition of customer relationships | 0 | |
Balances | $ 1,129 |
Note 5 - Goodwill and Other I_5
Note 5 - Goodwill and Other Intangible Assets - Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Remainder of 2023 | $ 7,505 | |
2024 | 5,498 | |
2025 | 4,095 | |
2026 | 2,737 | |
2027 | 1,476 | |
Thereafter | 3,489 | |
Total | $ 24,800 | $ 27,506 |
Note 6 - Loan Payable (Details
Note 6 - Loan Payable (Details Textual) - Royal Bank, Bank of Montreal, Bank of Nova Scotia, HSBC and CIBC [Member] $ in Millions | Mar. 14, 2023 USD ($) | Aug. 08, 2022 | Dec. 31, 2023 | Dec. 30, 2023 | Sep. 30, 2023 | Sep. 23, 2023 | Oct. 26, 2021 USD ($) | Jun. 14, 2019 USD ($) |
Maximum Total Funded Debt to EBITDA Ratio | 4.50 | 4 | 3.75 | |||||
Minimum Fixed Charge Coverage Ratio | 3 | |||||||
Debt Instrument, SOFR Floor | 0% | |||||||
Line of Credit Facility, Periodic Payment | $ 2.8 | |||||||
Forecast [Member] | ||||||||
Maximum Total Funded Debt to EBITDA Ratio | 3.75 | 4 | ||||||
Minimum Fixed Charge Coverage Ratio | 3 | |||||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.10% | |||||||
Adjusted One Month SOFR [Member] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.10% | |||||||
Adjusted Three Month SOFR [Member] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.15% | |||||||
Adjusted Six Month SOFR [Member] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | |||||||
Guaranteed Credit Facility [Member] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 240 | |||||||
Accordion Facility [Member] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 240 | |||||||
Line of Credit Facility, Suspended Amount | $ 60 |
Note 6 - Loan Payable - Schedul
Note 6 - Loan Payable - Schedule of Standby Fees Based on Total Funded Debt to EBITDA Ratio (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Debt to EBITDA is Less Than 1.75 [Member] | |
Standby fees | 0.30% |
Debt to EBITDA is Greater Than or Equal to 1.75 and Less Than 2.25 [Member] | |
Standby fees | 0.35% |
Debt to EBITDA is Greater Than or Equal to 2.25 and Less Than 2.75 [Member] | |
Standby fees | 0.45% |
Debt to EBITDA is Greater Than or Equal to 2.75 and Less Than 3.25 [Member] | |
Standby fees | 0.50% |
Debt to EBITDA is Greater Than or Equal to 3.25 and Less Than 3.75 [Member] | |
Standby fees | 0.55% |
Debt to EBITDA Greater than Or Equal To 3.75 and Less than 4.00 [Member] | |
Standby fees | 0.60% |
Debt to EBITDA is Greater Than or Equal to 4.00 [Member] | |
Standby fees | 0.70% |
Bank of Montreal and Royal Bank of Canada [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Debt to EBITDA is Less Than 1.75 [Member] | |
Basis Spread on Variable Rate | 1.50% |
Bank of Montreal and Royal Bank of Canada [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Debt to EBITDA is Greater Than or Equal to 1.75 and Less Than 2.25 [Member] | |
Basis Spread on Variable Rate | 1.75% |
Bank of Montreal and Royal Bank of Canada [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Debt to EBITDA is Greater Than or Equal to 2.25 and Less Than 2.75 [Member] | |
Basis Spread on Variable Rate | 2.25% |
Bank of Montreal and Royal Bank of Canada [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Debt to EBITDA is Greater Than or Equal to 2.75 and Less Than 3.25 [Member] | |
Basis Spread on Variable Rate | 2.50% |
Bank of Montreal and Royal Bank of Canada [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Debt to EBITDA is Greater Than or Equal to 3.25 and Less Than 3.75 [Member] | |
Basis Spread on Variable Rate | 2.75% |
Bank of Montreal and Royal Bank of Canada [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Debt to EBITDA Greater than Or Equal To 3.75 and Less than 4.00 [Member] | |
Basis Spread on Variable Rate | 3% |
Bank of Montreal and Royal Bank of Canada [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Debt to EBITDA is Greater Than or Equal to 4.00 [Member] | |
Basis Spread on Variable Rate | 3.50% |
Bank of Montreal and Royal Bank of Canada [Member] | Base Rate [Member] | Debt to EBITDA is Less Than 1.75 [Member] | |
Basis Spread on Variable Rate | 0.25% |
Bank of Montreal and Royal Bank of Canada [Member] | Base Rate [Member] | Debt to EBITDA is Greater Than or Equal to 1.75 and Less Than 2.25 [Member] | |
Basis Spread on Variable Rate | 0.50% |
Bank of Montreal and Royal Bank of Canada [Member] | Base Rate [Member] | Debt to EBITDA is Greater Than or Equal to 2.25 and Less Than 2.75 [Member] | |
Basis Spread on Variable Rate | 1% |
Bank of Montreal and Royal Bank of Canada [Member] | Base Rate [Member] | Debt to EBITDA is Greater Than or Equal to 2.75 and Less Than 3.25 [Member] | |
Basis Spread on Variable Rate | 1.25% |
Bank of Montreal and Royal Bank of Canada [Member] | Base Rate [Member] | Debt to EBITDA is Greater Than or Equal to 3.25 and Less Than 3.75 [Member] | |
Basis Spread on Variable Rate | 1.50% |
Bank of Montreal and Royal Bank of Canada [Member] | Base Rate [Member] | Debt to EBITDA Greater than Or Equal To 3.75 and Less than 4.00 [Member] | |
Basis Spread on Variable Rate | 1.75% |
Bank of Montreal and Royal Bank of Canada [Member] | Base Rate [Member] | Debt to EBITDA is Greater Than or Equal to 4.00 [Member] | |
Basis Spread on Variable Rate | 2.25% |
Note 6 - Loan Payable - Sched_2
Note 6 - Loan Payable - Schedule of Loans Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Loans payable | $ 236,025 | $ 238,930 |
Less: unamortized debt discount and issuance costs | (875) | (770) |
Less: loan payable, current portion | 0 | 0 |
Loan payable, long-term portion | 236,025 | 238,930 |
Revolver Facility [Member] | ||
Loans payable | $ 236,900 | $ 239,700 |
Note 6 - Loan Payable - Princip
Note 6 - Loan Payable - Principal Repayments (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Remainder of 2023 | $ 0 |
2024 | 236,900 |
Long-term Debt | $ 236,900 |
Note 7 - Income Taxes (Details
Note 7 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Expense (Benefit) | $ (1,710) | $ 1,078 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ (20,793) | $ (1,942) |
Note 8 - Basic and Diluted Ea_3
Note 8 - Basic and Diluted Earnings Per Common Share - Summary of Basic and Diluted Earnings Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net income/(loss) for the period | $ (19,083) | $ (3,020) |
Shares used in computing basic loss per common share (note 8) (in shares) | 10,806,321 | 10,754,758 |
Effect of outstanding stock options (in shares) | 0 | 0 |
Diluted weighted average number of shares outstanding (in shares) | 10,806,321 | 10,754,758 |
Basic loss per common share (note 8) (in dollars per share) | $ (1.77) | $ (0.28) |
Diluted loss per common share (note 8) (in dollars per share) | $ (1.77) | $ (0.28) |
Note 9 - Revenue 1 (Details Tex
Note 9 - Revenue 1 (Details Textual) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 2 years | |
Minimum [Member] | Active Domain Name Contracts [Member] | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 1 year | |
Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 15 years | |
Maximum [Member] | Active Domain Name Contracts [Member] | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 10 years | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||
Number of Customers | 1 | 1 |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Customer [Member] | ||
Concentration Risk, Percentage | 53% | 46% |
Note 9 - Revenue 2 (Details Tex
Note 9 - Revenue 2 (Details Textual) - Active Domain Name Contracts [Member] - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | Mar. 31, 2023 |
Revenue, Remaining Performance Obligation, Percentage | 80% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month) | 12 months |
Note 9 - Revenue - Disaggregati
Note 9 - Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net Revenues | $ 80,430 | $ 81,099 |
Balance, beginning of period | 145,131 | |
Deferred revenue | 66,736 | |
Recognized revenue | (60,433) | |
Balance, end of period | 151,434 | |
Balance, beginning of period | 7,487 | |
Consideration recognized as revenue | 5,532 | |
Transferred to receivables | (7,723) | |
Balance, end of period | 5,296 | |
Domain Name Services [Member] | Wholesale [Member] | ||
Net Revenues | 50,824 | 52,485 |
Domain Name Services [Member] | Domain Services [Member] | Wholesale [Member] | ||
Net Revenues | 46,293 | 46,836 |
Domain Name Services [Member] | Value Added Services [Member] | Wholesale [Member] | ||
Net Revenues | 4,531 | 5,649 |
Operating Segments [Member] | Fiber Internet Services [Member] | ||
Net Revenues | 11,853 | 9,788 |
Operating Segments [Member] | Mobile Platform Services [Member] | ||
Net Revenues | 7,300 | 6,847 |
Operating Segments [Member] | Mobile Platform Services [Member] | Platform Services [Member] | ||
Net Revenues | 6,498 | 6,097 |
Operating Segments [Member] | Mobile Platform Services [Member] | Other Services [Member] | ||
Net Revenues | 802 | 750 |
Operating Segments [Member] | Domain Name Services [Member] | ||
Net Revenues | 59,242 | 61,546 |
Operating Segments [Member] | Domain Name Services [Member] | Retail [Member] | ||
Net Revenues | 8,418 | 9,061 |
Consolidation, Eliminations [Member] | ||
Net Revenues | $ 2,035 | $ 2,918 |
Note 9 - Revenue - Cost of Reve
Note 9 - Revenue - Cost of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Network, other costs | $ 6,323 | $ 4,180 |
Network, depreciation of property and equipment | 8,436 | 5,895 |
Network, amortization of intangible assets | 378 | 378 |
Network, impairment of property and equipment | 1,942 | 27 |
Cost of revenue | 66,369 | 59,901 |
Corporate, Non-Segment [Member] | ||
Cost of revenue | 2,558 | 2,610 |
Network Expenses [Member] | ||
Network, other costs | 6,323 | 4,180 |
Network, depreciation of property and equipment | 8,436 | 5,895 |
Network, amortization of intangible assets | 378 | 378 |
Network, impairment of property and equipment | 1,942 | 27 |
Cost of revenue | 17,079 | 10,480 |
Fiber Internet Services [Member] | ||
Cost of revenue | 3,985 | 4,038 |
Mobile Services [Member] | ||
Cost of revenue | 1,026 | 961 |
Mobile Services [Member] | Platform Services [Member] | ||
Cost of revenue | 334 | 185 |
Mobile Services [Member] | Other Services [Member] | ||
Cost of revenue | 692 | 776 |
Domain Name Services [Member] | ||
Cost of revenue | 41,721 | 41,812 |
Domain Name Services [Member] | Wholesale [Member] | ||
Cost of revenue | 37,608 | 37,053 |
Domain Name Services [Member] | Retail Services [Member] | ||
Cost of revenue | 4,113 | 4,759 |
Domain Name Services [Member] | Domain Services [Member] | Wholesale [Member] | ||
Cost of revenue | 37,002 | 36,397 |
Domain Name Services [Member] | Value Added Services [Member] | Wholesale [Member] | ||
Cost of revenue | $ 606 | $ 656 |
Note 10 - Costs to Obtain and_3
Note 10 - Costs to Obtain and Fulfill a Contract (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Capitalized Contract Cost, Amortization | $ (149) | $ (227) |
Deferred Costs of Acquisition [Member] | Minimum [Member] | ||
Capitalized Contract Cost, Amortization Period (Year) | 1 year | |
Deferred Costs of Acquisition [Member] | Maximum [Member] | ||
Capitalized Contract Cost, Amortization Period (Year) | 10 years | |
Domain Registration Costs [Member] | ||
Increase (Decrease) in Capitalized Costs | $ 46,700 | |
Capitalized Contract Cost, Amortization | 42,700 | |
Capitalized Contract Cost, Impairment Loss | $ 0 |
Note 10 - Costs to Obtain and_4
Note 10 - Costs to Obtain and Fulfill a Contract - Capitalized Contract Costs Activity (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Deferral of costs | $ 46,703 |
Recognized costs | (42,747) |
Deferred Costs of Acquisition [Member] | |
Balance | 110,674 |
Balance | $ 114,630 |
Note 11 - Leases (Details Textu
Note 11 - Leases (Details Textual) | 3 Months Ended |
Mar. 31, 2023 | |
Lessee, Operating Lease, Renewal Term (Year) | 5 years |
Lessee, Operating Lease, Option to Terminate Term (Year) | 1 year |
Minimum [Member] | |
Lessee, Operating Lease, Remaining Lease Term (Year) | 1 year |
Maximum [Member] | |
Lessee, Operating Lease, Remaining Lease Term (Year) | 20 years |
Note 11 - Leases - Components o
Note 11 - Leases - Components of Lease Expense and Other Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Operating Lease Cost (leases with a total term greater than 12 months) | $ 1,273 | $ 849 | |
Short-term Lease Cost (leases with a total term of 12 months or less) | 87 | 11 | |
Variable Lease Cost | 434 | 103 | |
Total Lease Cost | 1,794 | 963 | |
Operating Lease - Operating Cash Flows (Fixed Payments) | 1,378 | 936 | |
Operating Lease - Operating Cash Flows (Liability Reduction) | 1,219 | 832 | |
New ROU Assets - Operating Leases | $ 2,821 | $ 1,378 | |
Weighted Average Discount Rate | 4.78% | 3.11% | |
Weighted Average Remaining Lease Term (Year) | 6 years 4 months 9 days | 7 years 4 months 9 days |
Note 11 - Leases - Future Minim
Note 11 - Leases - Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Remaining of 2023 | $ 4,344 |
2024 | 5,279 |
2025 | 3,851 |
2026 | 2,136 |
2027 | 1,408 |
Thereafter | 3,948 |
Total future lease payments | 20,967 |
Less imputed interest | 2,267 |
Total | $ 18,700 |
Note 12 - Segment Reporting (De
Note 12 - Segment Reporting (Details Textual) | 3 Months Ended |
Mar. 31, 2023 | |
Number of Operating Segments | 3 |
Note 12 - Segment Reporting - I
Note 12 - Segment Reporting - Information by Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net income/(loss) for the period | $ (19,083) | $ (3,020) |
Provision for income taxes (note 7) | (1,710) | 1,078 |
Depreciation of property and equipment | 8,588 | 6,043 |
Impairment and loss on disposition of property and equipment | 1,942 | 412 |
Amortization of intangible assets | 2,872 | 2,843 |
Interest expense, net | 7,880 | 1,796 |
Accretion of contingent consideration | 0 | 98 |
Share-Based Payment Arrangement, Expense | 2,246 | 1,391 |
Unrealized loss (gain) on foreign exchange revaluation of foreign denominated monetary assets and liabilities | 40 | 53 |
Acquisition and other costs1 | 255 | 617 |
Adjusted EBITDA | 3,030 | 11,311 |
External Revenues | 80,430 | 81,099 |
Intersegment Revenues | 0 | 0 |
Revenues | 80,430 | 81,099 |
Direct cost of revenues | 49,290 | 49,421 |
Segment Gross Margin | 31,140 | 31,678 |
Network, other costs | 6,323 | 4,180 |
Network, depreciation of property and equipment | 8,436 | 5,895 |
Network, amortization of intangible assets | 378 | 378 |
Network, impairment of property and equipment | 1,942 | 27 |
Gross profit | 14,061 | 21,198 |
Sales and marketing | 15,737 | 11,987 |
Technical operations and development | 4,815 | 3,765 |
General and administrative | 8,146 | 7,296 |
Depreciation of property and equipment | 152 | 148 |
Loss on disposition of property and equipment | 0 | 385 |
Amortization of intangible assets | 2,494 | 2,465 |
Total expenses | 31,344 | 26,046 |
Income (Loss) from operations | (17,283) | (4,848) |
Interest expense, net | (7,880) | (1,796) |
Income earned on sale of transferred assets | 4,370 | |
Other expense, net | 0 | 50 |
Total other income (expenses) | (3,510) | 2,906 |
Income (Loss) before provision for income taxes | (20,793) | (1,942) |
Adjusted EBITDA | 3,030 | 11,311 |
Income earned on sale of transferred assets | 4,752 | |
Ting [Member] | ||
Adjusted EBITDA | (9,273) | (4,321) |
External Revenues | 11,853 | 9,788 |
Intersegment Revenues | 0 | 0 |
Revenues | 11,853 | 9,788 |
Direct cost of revenues | 3,985 | 4,038 |
Segment Gross Margin | 7,868 | 5,751 |
Adjusted EBITDA | (9,273) | (4,321) |
Wavelo [Member] | ||
Adjusted EBITDA | 335 | 2,047 |
External Revenues | 7,958 | 7,004 |
Intersegment Revenues | 658 | 157 |
Revenues | 7,300 | 6,847 |
Direct cost of revenues | 1,026 | 961 |
Segment Gross Margin | 6,274 | 5,886 |
Adjusted EBITDA | 335 | 2,047 |
Tucows Domains [Member] | ||
Adjusted EBITDA | 10,338 | 11,774 |
External Revenues | 59,242 | 61,546 |
Intersegment Revenues | 0 | 0 |
Revenues | 59,242 | 61,546 |
Direct cost of revenues | 41,721 | 41,812 |
Segment Gross Margin | 17,521 | 19,733 |
Adjusted EBITDA | 10,338 | 11,774 |
Corporate Segment [Member] | ||
Adjusted EBITDA | 1,630 | 1,811 |
External Revenues | 1,377 | 2,761 |
Intersegment Revenues | (658) | (157) |
Revenues | 2,035 | 2,918 |
Direct cost of revenues | 2,558 | 2,610 |
Segment Gross Margin | (523) | 308 |
Adjusted EBITDA | 1,630 | 1,811 |
Fiber Internet Services [Member] | ||
Adjusted EBITDA | 3,030 | |
Adjusted EBITDA | $ 3,030 | |
Mobile Services [Member] | ||
Adjusted EBITDA | 11,311 | |
Adjusted EBITDA | $ 11,311 |
Note 12 - Segment Reporting - S
Note 12 - Segment Reporting - Summary of Property and Equipment by Geographic Region (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property and equipment | $ 303,791 | $ 281,495 |
CANADA | ||
Property and equipment | 1,348 | 1,240 |
UNITED STATES | ||
Property and equipment | 302,407 | 280,219 |
Europe [Member] | ||
Property and equipment | $ 36 | $ 36 |
Note 12 - Segment Reporting -_2
Note 12 - Segment Reporting - Summary of Amortizable Intangible Assets by Geographic Region (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Amortizable intangible assets | $ 24,800 | $ 27,506 |
CANADA | ||
Amortizable intangible assets | 2,349 | 2,736 |
UNITED STATES | ||
Amortizable intangible assets | 22,451 | 24,770 |
GERMANY | ||
Amortizable intangible assets | $ 0 | $ 0 |
Note 12 - Segment Reporting -_3
Note 12 - Segment Reporting - Summary of Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Balance at beginning of period | $ 693 | $ 541 |
Charged to costs and expenses | 0 | 152 |
Write-offs during period | 68 | 0 |
Balance at end of period | $ 625 | $ 693 |
Note 13 - Stockholders' Equit_2
Note 13 - Stockholders' Equity (Details Textual) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 18 Months Ended | |||||
Mar. 31, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Feb. 10, 2023 | Feb. 09, 2023 | Feb. 10, 2022 | Feb. 09, 2021 | |
Stock Buyback Program 2023 [Member] | |||||||
Stock Repurchase Program, Authorized Amount | $ 40 | $ 40 | |||||
Stock Repurchased and Retired During Period, Shares (in shares) | 0 | ||||||
Stock Buyback Program 2022 [Member] | |||||||
Stock Repurchase Program, Authorized Amount | $ 40 | ||||||
Stock Repurchased and Retired During Period, Shares (in shares) | 0 | ||||||
Stock Buyback Program 2021 [Member] | |||||||
Stock Repurchase Program, Authorized Amount | $ 40 | ||||||
Stock Repurchased and Retired During Period, Shares (in shares) | 0 |
Note 13 - Stockholders' Equit_3
Note 13 - Stockholders' Equity - Stockholders' Equity Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Balances | $ 96,657 | |
Exercise of stock options | 0 | |
Stock-based compensation | 2,246 | |
Net income | (19,083) | $ (3,020) |
Other comprehensive income (loss) | (168) | |
Balances | $ 79,652 | |
Common Stock [Member] | ||
Balances (in shares) | 10,817,110 | |
Balances | $ 31,868 | |
Exercise of stock options (in shares) | 0 | |
Exercise of stock options | $ 0 | |
Stock-based compensation (in shares) | 14,325 | |
Stock-based compensation | $ 593 | |
Other comprehensive income (loss) | $ 0 | |
Balances (in shares) | 10,831,435 | |
Balances | $ 32,461 | |
Additional Paid-in Capital [Member] | ||
Balances | 8,106 | |
Exercise of stock options | 0 | |
Stock-based compensation | 1,653 | |
Other comprehensive income (loss) | 0 | |
Balances | 9,759 | |
Retained Earnings [Member] | ||
Balances | 55,899 | |
Exercise of stock options | 0 | |
Stock-based compensation | 0 | |
Net income | (19,083) | |
Other comprehensive income (loss) | 0 | |
Balances | 36,816 | |
AOCI Attributable to Parent [Member] | ||
Balances | 784 | |
Exercise of stock options | 0 | |
Stock-based compensation | ||
Other comprehensive income (loss) | (168) | |
Balances | $ 616 |
Note 14 - Share-based Payment_2
Note 14 - Share-based Payments (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Jan. 16, 2023 | Nov. 09, 2022 | Oct. 08, 2010 | Nov. 30, 2020 | Sep. 30, 2015 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Nov. 22, 2006 | |
Common Stock, Shares, Outstanding (in shares) | 10,831,435 | 10,817,110 | ||||||||
Share-Based Payment Arrangement, Expense | $ 2,246 | $ 1,391 | ||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||
Share-Based Payment Arrangement, Expense | 2,200 | 1,400 | ||||||||
Equity Compensation Plan 2006 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 1,725,000 | 4,000,000 | 2,475,000 | 1,250,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in shares) | 475,000 | 1,530,000 | 750,000 | |||||||
Share-Based Payment Arrangement, Expense | 1,504 | 1,391 | ||||||||
Equity Compensation Plan 2006 [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 4 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 7 years | |||||||||
Equity Compensation Plan 2006 [Member] | Automatic Formula Grants of Nonqualified Stock Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 1 year | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 5 years | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 7,100 | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 4 months 24 days | |||||||||
The 2022 Wavelo Equity Compensation Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 3 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 7 years | |||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 20,000,000 | |||||||||
Common Stock, Shares, Outstanding (in shares) | 100,000,000 | |||||||||
Share-Based Payment Arrangement, Expense | $ 546 | 0 | ||||||||
The 2022 Wavelo Equity Compensation Plan [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | |||||||||
The 2022 Wavelo Equity Compensation Plan [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 5,700 | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 10 months 24 days | |||||||||
The 2022 Ting Equity Compensation Plan [Member] | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 10 | |||||||||
Common Stock, Shares, Outstanding (in shares) | 100 | |||||||||
Share-Based Payment Arrangement, Expense | $ 196 | $ 0 | ||||||||
The 2022 Ting Equity Compensation Plan [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 4 years | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 500 | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 10 months 24 days | |||||||||
The 2022 Ting Equity Compensation Plan [Member] | Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years |
Note 14 - Share-based Payment_3
Note 14 - Share-based Payments - Stock Option Transactions (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Equity Compensation Plan 2006 [Member] | ||
Outstanding, Number of shares (in shares) | 1,036,748 | 901,651 |
Outstanding, Weighted average exercise price per share (in dollars per share) | $ 59.97 | $ 56.44 |
Granted, Number of shares (in shares) | 10,000 | 7,000 |
Granted, Weighted average exercise price per share (in dollars per share) | $ 22.36 | $ 71.43 |
Exercised, Number of shares (in shares) | 0 | (11,592) |
Exercised, Weighted average exercise price per share (in dollars per share) | $ 0 | $ 56.63 |
Forfeited, Number of shares (in shares) | (18,423) | (12,568) |
Forfeited, Weighted average exercise price per share (in dollars per share) | $ 60.04 | $ 86.20 |
Expired, Number of shares (in shares) | (6,725) | (1,237) |
Expired, Weighted average exercise price per share (in dollars per share) | $ 67.25 | $ 62.51 |
Outstanding, Number of shares (in shares) | 1,021,600 | 883,254 |
Outstanding, Weighted average exercise price per share (in dollars per share) | $ 60.04 | $ 64.37 |
Options exercisable, Number of shares (in shares) | 515,204 | 405,846 |
Options exercisable, Weighted average exercise price per share (in dollars per share) | $ 62.70 | $ 56.40 |
The 2022 Wavelo Equity Compensation Plan [Member] | ||
Outstanding, Number of shares (in shares) | 15,975,528 | |
Outstanding, Weighted average exercise price per share (in dollars per share) | $ 1.27 | |
Granted, Number of shares (in shares) | 580,750 | |
Granted, Weighted average exercise price per share (in dollars per share) | $ 1.27 | |
Exercised, Number of shares (in shares) | 0 | |
Exercised, Weighted average exercise price per share (in dollars per share) | $ 0 | |
Forfeited, Number of shares (in shares) | (86,683) | |
Forfeited, Weighted average exercise price per share (in dollars per share) | $ 1.27 | |
Expired, Number of shares (in shares) | 0 | |
Expired, Weighted average exercise price per share (in dollars per share) | $ 0 | |
Outstanding, Number of shares (in shares) | 16,469,595 | |
Outstanding, Weighted average exercise price per share (in dollars per share) | $ 1.27 | |
Options exercisable, Number of shares (in shares) | 4,602,003 | |
Options exercisable, Weighted average exercise price per share (in dollars per share) | $ 1.27 | |
The 2022 Ting Equity Compensation Plan [Member] | ||
Outstanding, Number of shares (in shares) | 0 | |
Outstanding, Weighted average exercise price per share (in dollars per share) | $ 0 | |
Granted, Number of shares (in shares) | 7,315,000 | |
Granted, Weighted average exercise price per share (in dollars per share) | $ 6 | |
Exercised, Number of shares (in shares) | 0 | |
Exercised, Weighted average exercise price per share (in dollars per share) | $ 0 | |
Forfeited, Number of shares (in shares) | (35,473) | |
Forfeited, Weighted average exercise price per share (in dollars per share) | $ 6 | |
Expired, Number of shares (in shares) | 0 | |
Expired, Weighted average exercise price per share (in dollars per share) | $ 0 | |
Outstanding, Number of shares (in shares) | 7,279,527 | |
Outstanding, Weighted average exercise price per share (in dollars per share) | $ 6 | |
Options exercisable, Number of shares (in shares) | 1,836,206 | |
Options exercisable, Weighted average exercise price per share (in dollars per share) | $ 6 |
Note 14 - Stock Option Plans -
Note 14 - Stock Option Plans - Summary of Exercise Prices, Weighted Average Remaining Contractual Life and Intrinsic Values of Outstanding Options (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Equity Compensation Plan 2006 [Member] | |
Number outstanding (in shares) | shares | 1,021,600 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 59.58 |
Weighted average remaining contractual life, options outstanding (Year) | 4 years 1 month 6 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 515,204 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 62.70 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 2 years 8 months 12 days |
The 2022 Wavelo Equity Compensation Plan [Member] | |
Number outstanding (in shares) | shares | 16,469,595 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 1.27 |
Weighted average remaining contractual life, options outstanding (Year) | 6 years 7 months 6 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 4,602,003 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 1.27 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 6 years 7 months 6 days |
The 2022 Ting Equity Compensation Plan [Member] | |
Number outstanding (in shares) | shares | 7,279,527 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 6 |
Weighted average remaining contractual life, options outstanding (Year) | 6 years 9 months 18 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 1,836,206 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 6 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 6 years 9 months 18 days |
Exercise Price Range 01 [Member] | Equity Compensation Plan 2006 [Member] | |
Exercise price - lower (in dollars per share) | $ 22.36 |
Exercise price - higher (in dollars per share) | $ 22.36 |
Number outstanding (in shares) | shares | 10,000 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 22.36 |
Weighted average remaining contractual life, options outstanding (Year) | 7 years |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 0 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 0 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Exercise Price Range 01 [Member] | The 2022 Wavelo Equity Compensation Plan [Member] | |
Exercise price - lower (in dollars per share) | $ 0 |
Exercise price - higher (in dollars per share) | $ 1.27 |
Number outstanding (in shares) | shares | 16,469,595 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 1.27 |
Weighted average remaining contractual life, options outstanding (Year) | 6 years 7 months 6 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 4,602,003 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 1.27 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 6 years 7 months 6 days |
Exercise Price Range 01 [Member] | The 2022 Ting Equity Compensation Plan [Member] | |
Exercise price - lower (in dollars per share) | $ 0 |
Exercise price - higher (in dollars per share) | $ 6 |
Number outstanding (in shares) | shares | 7,279,527 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 6 |
Weighted average remaining contractual life, options outstanding (Year) | 6 years 9 months 18 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 1,836,206 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 6 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 6 years 9 months 18 days |
Exercise Price Range 02 [Member] | Equity Compensation Plan 2006 [Member] | |
Exercise price - lower (in dollars per share) | $ 30.70 |
Exercise price - higher (in dollars per share) | $ 30.74 |
Number outstanding (in shares) | shares | 20,000 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 30.71 |
Weighted average remaining contractual life, options outstanding (Year) | 6 years 8 months 12 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 0 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 0 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Exercise Price Range 03 [Member] | Equity Compensation Plan 2006 [Member] | |
Exercise price - lower (in dollars per share) | $ 40.04 |
Exercise price - higher (in dollars per share) | $ 48 |
Number outstanding (in shares) | shares | 229,110 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 42.38 |
Weighted average remaining contractual life, options outstanding (Year) | 5 years 10 months 24 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 7,000 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 47.29 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 1 year 9 months 18 days |
Exercise Price Range 04 [Member] | Equity Compensation Plan 2006 [Member] | |
Exercise price - lower (in dollars per share) | $ 51.82 |
Exercise price - higher (in dollars per share) | $ 59.98 |
Number outstanding (in shares) | shares | 197,708 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 55.72 |
Weighted average remaining contractual life, options outstanding (Year) | 1 year 6 months |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 192,158 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 55.72 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 1 year 4 months 24 days |
Exercise Price Range 05 [Member] | Equity Compensation Plan 2006 [Member] | |
Exercise price - lower (in dollars per share) | $ 60.01 |
Exercise price - higher (in dollars per share) | $ 68.41 |
Number outstanding (in shares) | shares | 310,108 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 62.09 |
Weighted average remaining contractual life, options outstanding (Year) | 3 years 3 months 18 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 219,353 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 62.68 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 3 years 1 month 6 days |
Exercise Price Range 06 [Member] | Equity Compensation Plan 2006 [Member] | |
Exercise price - lower (in dollars per share) | $ 70.13 |
Exercise price - higher (in dollars per share) | $ 79.51 |
Number outstanding (in shares) | shares | 238,174 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 78.54 |
Weighted average remaining contractual life, options outstanding (Year) | 4 years 10 months 24 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 89,756 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 77.43 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 4 years 7 months 6 days |
Exercise Price Range 07 [Member] | Equity Compensation Plan 2006 [Member] | |
Exercise price - lower (in dollars per share) | $ 80.61 |
Exercise price - higher (in dollars per share) | $ 82.07 |
Number outstanding (in shares) | shares | 16,500 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 81.27 |
Weighted average remaining contractual life, options outstanding (Year) | 5 years 6 months |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 6,937 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 81.60 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 5 years 6 months |
Note 14 - Stock Option Plans _2
Note 14 - Stock Option Plans - Stock-based Compensation Allocation to Operating Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Allocated share based compensation expense | $ 2,246 | $ 1,391 |
Equity Compensation Plan 2006 [Member] | ||
Allocated share based compensation expense | 1,504 | 1,391 |
The 2022 Wavelo Equity Compensation Plan [Member] | ||
Allocated share based compensation expense | 546 | 0 |
The 2022 Ting Equity Compensation Plan [Member] | ||
Allocated share based compensation expense | $ 196 | $ 0 |
Note 15 - Fair Value Measurem_3
Note 15 - Fair Value Measurement - Summary of the Fair Values of the Company's Derivative Instrument Assets and Liabilities (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Derivative instrument asset, net | $ 1,120 | $ 1,514 |
Fair Value, Inputs, Level 1 [Member] | ||
Derivative instrument asset, net | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Derivative instrument asset, net | 1,120 | 1,514 |
Fair Value, Inputs, Level 3 [Member] | ||
Derivative instrument asset, net | $ 0 | $ 0 |
Note 16 - Other Income (Details
Note 16 - Other Income (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Aug. 01, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | |
Purchase Agreement, Income | $ 4,370 | $ 4,752 | |
Purchase Agreement With DISH Wireless LLC [Member] | |||
Purchase Agreement, Duration of Monthly Fees (Year) | 10 years | ||
Purchase Agreement, Income | $ 4,370 | $ 4,752 |
Note 16 - Other Income - Other
Note 16 - Other Income - Other Income (Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income earned on sale of Transferred Assets | $ 4,370 | $ 4,752 |
Purchase Agreement With DISH Wireless LLC [Member] | ||
Income earned on sale of Transferred Assets | 4,370 | 4,752 |
Total Other Income | $ 4,370 | $ 4,752 |
Note 17 - Redeemable Preferre_3
Note 17 - Redeemable Preferred Shares (Details Textual) - Series A Preferred Units [Member] - USD ($) $ / shares in Units, $ in Millions | May 04, 2023 | Aug. 08, 2022 | Apr. 21, 2023 | Mar. 31, 2023 | Jan. 30, 2023 |
Unit Purchase Agreement, Preferred Units Issued (in shares) | 10,000,000 | 5,000,000 | |||
Unit Purchase Agreement, Price Per Unit (in dollars per share) | $ 6 | $ 6 | |||
Unit Purchase Agreement, Aggregate Additional Preferred Units (in shares) | 23,333,333.34 | ||||
Unit Purchase Agreement, Capital upon the Initial Funding | $ 60 | $ 30 | |||
Unit Purchase Agreement, Additional Capital Commitments | 140 | $ 82.5 | |||
Unit Purchase Agreement, Payment Pursuant to Milestone Fundings | $ 140 | ||||
Unit Purchase Agreement, Milestone Fundings, Standby Fee Rate | 0.50% | ||||
Preferred Stock, Dividend Rate, Percentage | 15% | ||||
Unit Purchase Agreement, Accretion Expense on the Redeemable Preferred Shares | 4.2 | ||||
Legal Fees | $ 0.9 | ||||
Preferred Stock, Liquidation Preference, Value | $ 125.6 | ||||
Subsequent Event [Member] | |||||
Unit Purchase Agreement, Preferred Units Issued (in shares) | 833,333 | ||||
Unit Purchase Agreement, Price Per Unit (in dollars per share) | $ 6 | ||||
Unit Purchase Agreement, Capital upon the Initial Funding | $ 5 | ||||
Stock Redeemed or Called During Period, Shares (in shares) | 5,173,067 | ||||
Stock Redeemed or Called, Discount on Premium | 30% | ||||
Stock Redeemed or Called During Period, Value | $ 45.7 | ||||
Minimum [Member] | |||||
Preferred Stock, Dividend Rate, Percentage | 13% | ||||
Maximum [Member] | |||||
Preferred Stock, Dividend Rate, Percentage | 17% |
Note 17 - Redeemable Preferre_4
Note 17 - Redeemable Preferred Shares - Borrowings (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Opening Balance | $ 91,396 | $ 0 |
Add: Funding at Transaction Close | 0 | 60,000 |
Add: Milestone Funding | 30,000 | 27,500 |
Add: Accretion of redeemable preferred shares | 4,179 | 3,896 |
Redeemable Preferred Shares balance | 125,575 | 91,396 |
Less: Deferred Preferred Financing Costs | (771) | (962) |
Total Redeemable Preferred Shares | $ 124,804 | $ 90,434 |
Note 17 - Redeemable Preferre_5
Note 17 - Redeemable Preferred Shares - Schedule of Payments (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Remainder of 2023 | $ 0 |
2024 | 9,241 |
2025 | 23,424 |
2026 | 23,296 |
2027 and thereafter | 191,759 |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Share Value, Amount | $ 247,720 |
Note 19 - Subsequent Events (De
Note 19 - Subsequent Events (Details Textual) - Subsequent Event [Member] - USD ($) | May 04, 2023 | Apr. 21, 2023 |
Ting Issuer LLC [Member] | Secured Fiber Revenue Notes, Series 2023-1, Class A-2 [Member] | ||
Debt Instrument, Face Amount | $ 168,357,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.95% | |
Ting Issuer LLC [Member] | Secured Fiber Revenue Notes, Series 2023-1, Class B [Member] | ||
Debt Instrument, Face Amount | $ 23,289,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 7.40% | |
Ting Issuer LLC [Member] | Secured Fiber Revenue Notes, Series 2023-1, Class C [Member] | ||
Debt Instrument, Face Amount | $ 46,859,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 9.95% | |
Series A Preferred Units [Member] | ||
Preferred Units, Issued (in shares) | 833,333 | |
Shares Issued, Price Per Share (in dollars per share) | $ 6 | |
Unit Purchase Agreement, Milestone Method, Additional Revenue | $ 5,000,000 | |
Unit Purchase Agreement, Milestone Method, Future Capital Commitment | $ 77,500,000 | |
Stock Redeemed or Called During Period, Shares (in shares) | 5,173,067 | |
Stock Redeemed or Called, Discount on Premium | 30% | |
Stock Redeemed or Called During Period, Value | $ 45,700,000 |